丰展控股(01826) - 2025 - 中期财报

Company Information This section details the company's governance structure, including board and committee compositions, along with essential corporate registration and banking details Board Composition The company's Board of Directors comprises Executive Director Mr. Ng Kin Shiu (Chairman and CEO) and four Independent Non-executive Directors, with Mr. Lau Kwok Fai having resigned on January 10, 2025 - Executive Director: Mr. Ng Kin Shiu (Chairman and Chief Executive Officer)[4] - Independent Non-executive Directors: Mr. Wong Chun Wah, Mr. Siu Wai Lam, Ms. Ng Chung Che, Mr. Lau Kwok Fai (resigned on January 10, 2025)[5] Committee Composition The company has an Audit Committee, Remuneration Committee, and Nomination Committee, all with independent non-executive director participation to ensure governance independence and effectiveness; Mr. Lau Kwok Fai has resigned from the Audit and Nomination Committees - Audit Committee Chairman: Ms. Ng Chung Che; Members: Mr. Wong Chun Wah, Mr. Siu Wai Lam, Mr. Lau Kwok Fai (resigned)[5] - Remuneration Committee Chairman: Mr. Ng Kin Shiu; Members: Mr. Wong Chun Wah, Mr. Siu Wai Lam[6] - Nomination Committee Chairman: Mr. Ng Kin Shiu; Members: Mr. Wong Chun Wah, Mr. Siu Wai Lam, Ms. Ng Chung Che, Mr. Lau Kwok Fai (resigned)[6] Company General Information The company is registered in the Cayman Islands, with its head office and principal place of business in Wan Chai, Hong Kong, stock code 01826, and principal bankers including O-Bank Co., Ltd. and Bank of China (Hong Kong) Limited - Registered office in Cayman Islands, principal place of business in Hong Kong at New World Tower, 200 Gloucester Road, Wan Chai, Hong Kong[7] - Stock code: 01826; principal bankers include O-Bank Co., Ltd., Bank of China (Hong Kong) Limited, The Bank of East Asia, Limited, Industrial and Commercial Bank of China (Asia) Limited[7] Financial Highlights This section provides a concise overview of the company's key financial performance indicators for the period, highlighting revenue, profit, and dividend trends Key Financial Indicators For the six months ended June 30, 2025, revenue decreased by 11.6% to HK$235.5 million, gross profit significantly dropped by 65.0% to HK$5.1 million, and the company reported a loss of HK$5.2 million (0.4 HK Cents per share) compared to a profit in the prior year, with no interim dividend recommended Key Financial Indicators for the Six Months Ended June 30 | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change Percentage | | :--- | :--- | :--- | :--- | | Revenue | 235,454 | 266,253 | (11.6%) | | Gross Profit | 5,075 | 14,485 | (65.0%) | | (Loss)/Profit for the Period | (5,163) | 5,254 | N/A | | (Loss)/Earnings Per Share | (0.4 HK Cents) | 0.4 HK Cents | N/A | - Group revenue was approximately HK$235.5 million, a decrease of approximately HK$30.8 million or 11.6% compared to the same period last year[10] - Loss attributable to owners of the Company was approximately HK$5.2 million, compared to a profit of HK$5.3 million in the same period last year[10] - The Board does not recommend the payment of any interim dividend for the relevant period[10] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the company's financial performance, detailing revenue, costs, and the resulting profit or loss for the period Profit or Loss Statement Overview For the six months ended June 30, 2025, the company reported revenue of HK$235.5 million and cost of services of HK$230.4 million, resulting in a gross profit of HK$5.1 million, with a pre-tax loss of HK$5.2 million for the period, consistent with total comprehensive expenses Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 235,454 | 266,253 | | Cost of Services | (230,379) | (251,768) | | Gross Profit | 5,075 | 14,485 | | Other Income | 76 | 119 | | Share of Results of a Joint Venture | 614 | 516 | | Net Impairment Losses | (893) | (1,658) | | Administrative Expenses | (9,671) | (7,551) | | Finance Costs | (364) | (658) | | (Loss)/Profit Before Tax | (5,163) | 5,254 | | (Loss)/Profit for the Period | (5,163) | 5,254 | | Total Comprehensive (Expenses)/Income for the Period | (5,163) | 5,254 | - Loss for the period attributable to owners of the Company was HK$5,163 thousand, compared to a profit of HK$5,254 thousand in the same period last year[13] - Basic and diluted loss per share was 0.4 HK Cents, compared to earnings of 0.4 HK Cents in the same period last year[13] Condensed Consolidated Statement of Financial Position This statement outlines the company's assets, liabilities, and equity at a specific point in time, reflecting its financial health Balance Sheet Overview As at June 30, 2025, non-current assets increased to HK$5.6 million due to higher right-of-use assets, current assets slightly decreased to HK$160.4 million (driven by lower contract assets and cash), and current liabilities rose to HK$162.7 million, resulting in net current liabilities of HK$2.3 million and an expanded net liabilities of HK$5.7 million Condensed Consolidated Statement of Financial Position (As at June 30) | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current Assets | | | | Interests in a Joint Venture | 1,870 | 1,256 | | Property, Plant and Equipment | 366 | 442 | | Right-of-use Assets | 3,386 | 992 | | Total Non-current Assets | 5,622 | 2,690 | | Current Assets | | | | Contract Assets | 70,329 | 88,304 | | Trade and Other Receivables | 77,525 | 45,804 | | Pledged Deposits | 7,165 | 7,165 | | Bank Balances and Cash | 5,365 | 25,434 | | Total Current Assets | 160,384 | 166,707 | | Current Liabilities | | | | Trade and Other Payables | 105,004 | 125,850 | | Contract Liabilities | 817 | 2,256 | | Amounts Due to Shareholders | 3,500 | 10,000 | | Amounts Due to a Joint Venture | 42,091 | 21,813 | | Lease Liabilities | 2,413 | 1,006 | | Bank Borrowings | 8,898 | 884 | | Total Current Liabilities | 162,723 | 161,809 | | Net Current (Liabilities)/Assets | (2,339) | 4,898 | | Total Assets Less Current Liabilities | 3,283 | 7,588 | | Non-current Liabilities | | | | Bank Borrowings | 7,664 | 8,116 | | Deferred Tax Liabilities | 20 | 20 | | Lease Liabilities | 1,310 | — | | Total Non-current Liabilities | 8,994 | 8,136 | | Net Liabilities | (5,711) | (548) | | Total Deficit | (5,711) | (548) | - Net current (liabilities)/assets changed from HK$4,898 thousand as at December 31, 2024, to (HK$2,339) thousand as at June 30, 2025[14] - Net liabilities expanded from (HK$548) thousand as at December 31, 2024, to (HK$5,711) thousand as at June 30, 2025[15] Condensed Consolidated Statement of Changes in Equity This statement details the movements in the company's equity components over the reporting period, reflecting profit/loss and other comprehensive income Equity Changes Overview For the six months ended June 30, 2025, the company's total equity decreased from (HK$548) thousand as at January 1, 2025, to (HK$5,711) thousand, primarily due to a loss of HK$5,163 thousand for the period Condensed Consolidated Statement of Changes in Equity (For the Six Months Ended June 30) | Indicator | Share Capital (HK$ Thousand) | Share Premium (HK$ Thousand) | Other Reserves (HK$ Thousand) | Exchange Reserve (HK$ Thousand) | Accumulated Losses (HK$ Thousand) | Total (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | As at January 1, 2024 | 13,320 | 145,939 | 1,000 | 2,824 | (173,499) | (10,416) | | Profit and Other Comprehensive Income for the Period | — | — | — | — | 5,254 | 5,254 | | As at June 30, 2024 | 13,320 | 145,939 | 1,000 | 2,824 | (168,245) | (5,162) | | As at January 1, 2025 | 13,320 | 145,939 | 1,000 | 2,824 | (163,631) | (548) | | Loss and Other Comprehensive Expenses for the Period | — | — | — | — | (5,163) | (5,163) | | As at June 30, 2025 | 13,320 | 145,939 | 1,000 | 2,824 | (168,794) | (5,711) | - As at June 30, 2025, accumulated losses increased to HK$168,794 thousand, resulting in a total deficit of HK$5,711 thousand[16] Condensed Consolidated Statement of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities, showing changes in cash and cash equivalents Cash Flow Overview For the six months ended June 30, 2025, net cash used in operating activities was HK$39.96 million, an improvement from the prior year; net cash used in investing activities was HK$30 thousand, a shift from a net inflow; and net cash from financing activities was HK$19.92 million, primarily from joint venture advances and bank loans, leading to a decrease in period-end cash and cash equivalents to HK$5.36 million Condensed Consolidated Statement of Cash Flows (For the Six Months Ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Operating Activities | | | | (Loss)/Profit Before Tax | (5,163) | 5,254 | | Operating Cash Flow Before Working Capital Changes | (3,033) | 9,614 | | Net Cash Used in Operating Activities | (39,958) | (46,443) | | Investing Activities | | | | Net Cash (Used in)/From Investing Activities | (30) | 11,235 | | Financing Activities | | | | Net Cash From Financing Activities | 19,917 | 20,063 | | Net Decrease in Cash and Cash Equivalents | (20,071) | (15,145) | | Cash and Cash Equivalents at January 1 | 25,434 | 35,208 | | Cash and Cash Equivalents at June 30 | 5,363 | 20,063 | - Net cash used in operating activities was HK$39,958 thousand, an improvement from HK$46,443 thousand in the same period last year[18] - Net cash from investing activities changed from a net inflow of HK$11,235 thousand in the prior year to a net outflow of HK$30 thousand this period[19] - Net cash from financing activities was HK$19,917 thousand, primarily influenced by advances from a joint venture of HK$87,548 thousand and drawdown of bank loans of HK$8,000 thousand[19] Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and breakdowns of the figures presented in the financial statements, covering accounting policies, revenue, expenses, assets, and liabilities 1. General Information Fengzhan Holdings Limited, incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange, primarily engages in contracting and project management, with Mr. Ng Kin Shiu, the Executive Director, CEO, and Chairman, as its ultimate controlling shareholder - The Company was incorporated in the Cayman Islands and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited[20] - The Group is principally engaged in the provision of contracting business and project management[20] - The ultimate controlling shareholder is Mr. Ng Kin Shiu, who is the executive director, chief executive officer, and chairman of the Board of the Company[20] 2. Basis of Preparation The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and applicable disclosure requirements of Appendix 16 to the Listing Rules - The condensed consolidated financial statements have been 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 Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[21] 3. Principal Accounting Policies The condensed consolidated financial statements are prepared on a historical cost basis, consistent with 2024 policies, and the adoption of new and revised HKFRSs had no significant impact on the interim financial statements for the period - The condensed consolidated financial statements are prepared on the historical cost basis, except for certain financial instruments that are measured at revalued amounts or fair values[22] - The adoption of new and revised Hong Kong Financial Reporting Standards had no significant impact on the Group's accounting policies in the interim financial statements for the period[22] 4. Revenue and Segment Information The Group's revenue is entirely derived from contracting services conducted in Hong Kong, thus no operating segment or geographical analysis is presented; for the six months ended June 30, 2025, contracting services revenue was HK$235.5 million, a decrease of 11.6% year-on-year - The Group recognizes revenue from contracting business and project management[23] Disaggregation of Revenue from Contracts with Customers (For the Six Months Ended June 30) | Service Type/Geographical Market/Timing of Revenue Recognition | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Contracting Services | 235,454 | 266,253 | | Hong Kong | 235,454 | 266,253 | | Over Time | 235,454 | 266,253 | - All of the Group's operations are carried out in Hong Kong, and no operating segment information or geographical analysis is presented[25] 5A. Other Income For the six months ended June 30, 2025, other income totaled HK$76 thousand, primarily comprising other income of HK$75 thousand and bank interest income of HK$1 thousand, a slight decrease from HK$119 thousand in the prior year Other Income (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Bank Interest Income | 1 | 6 | | Others | 75 | 113 | | Total | 76 | 119 | 5B. Net Impairment Losses under Expected Credit Loss Model For the six months ended June 30, 2025, net impairment losses under the expected credit loss model were (HK$893) thousand, a reduction from (HK$1,658) thousand in the prior year, mainly due to decreased impairment losses on contract assets Net Impairment Losses under Expected Credit Loss Model (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Contract Assets | 453 | (1,376) | | Trade Receivables | (1,835) | (523) | | Retention Receivables | 490 | 240 | | Other Receivables and Deposits | (1) | 1 | | Total | (893) | (1,658) | - Net impairment losses decreased from (HK$1,658) thousand in 2024 to (HK$893) thousand in 2025[28] 6. Finance Costs For the six months ended June 30, 2025, finance costs significantly decreased to HK$364 thousand from HK$658 thousand in the prior year, primarily due to reduced interest on bank borrowings and advances Finance Costs (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on Bank Borrowings | 285 | 198 | | Interest on Lease Liabilities | 79 | 75 | | Interest on Advances | — | 385 | | Total | 364 | 658 | - Finance costs decreased by 44.7% year-on-year to HK$364 thousand[30] 7. (Loss)/Profit Before Tax For the six months ended June 30, 2025, the company recorded a pre-tax loss of HK$5,163 thousand, compared to a profit of HK$5,254 thousand in the prior year, with total staff costs slightly decreasing to HK$9,989 thousand (Loss)/Profit Before Tax (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Directors' Emoluments | 1,166 | 1,161 | | Salaries and Other Allowances | 8,567 | 8,800 | | Contributions to Retirement Benefit Schemes | 256 | 609 | | Total Staff Costs | 9,989 | 10,570 | | Depreciation of Property, Plant and Equipment | 92 | 87 | | Depreciation of Right-of-use Assets | 1,397 | 1,448 | - Profit before tax of HK$5,254 thousand in 2024 turned into a loss of HK$5,163 thousand in 2025[32] - Total staff costs decreased from HK$10,570 thousand to HK$9,989 thousand[32] 8. Income Tax Expense No provision for Hong Kong Profits Tax has been made as the Group did not generate any assessable profits in Hong Kong for the relevant period - No provision for Hong Kong Profits Tax has been made as the Group did not generate any assessable profits in Hong Kong for the relevant period[33] 9. Dividends For the six months ended June 30, 2025, and 2024, the Board resolved not to pay any interim dividends - No dividends were paid, declared, or proposed for the six months ended June 30, 2025, and 2024[34] - The Directors have decided not to pay any dividend for the interim period[34] 10. (Loss)/Earnings Per Share For the six months ended June 30, 2025, basic loss per share was 0.4 HK Cents, compared to earnings of 0.4 HK Cents in the prior year; diluted (loss)/earnings per share are not presented due to the absence of potential dilutive ordinary shares in both periods (Loss)/Earnings Per Share (For the Six Months Ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | (Loss)/Profit for the Period | (5,163) | 5,254 | | (Loss)/Profit for Calculation of Basic (Loss)/Earnings Per Share | (5,163) | 5,254 | Number of Shares for Calculation of (Loss)/Earnings Per Share | Number of Shares | 2025 (Thousand Shares) | 2024 (Thousand Shares) | | :--- | :--- | :--- | | Weighted Average Number of Ordinary Shares for Calculation of Basic (Loss)/Earnings Per Share | 1,332,000 | 1,332,000 | - Diluted (loss)/earnings per share for both periods are not presented as there were no potential dilutive ordinary shares in issue during either period[38] 11. Contract Assets As at June 30, 2025, contract assets amounted to HK$70.3 million, a decrease from HK$88.3 million as at December 31, 2024, with approximately HK$61.6 million in retention money held by customers for contract work expected to be recovered within 12 months Contract Assets (As at June 30) | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Contracting Services | 70,329 | 88,304 | - Contract assets include retention money held by customers for contract work of approximately HK$61,571 thousand (December 31, 2024: HK$47,642 thousand)[39] - The retention money is expected to be recovered or settled within twelve months from the end of the reporting period[39] 12. Trade and Other Receivables As at June 30, 2025, total trade and other receivables significantly increased to HK$77.5 million from HK$45.8 million as at December 31, 2024; trade receivables (net of allowance) rose to HK$62.7 million, with over 180-day aged accounts accounting for HK$16.2 million Trade and Other Receivables (As at June 30) | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Receivables (Net) | 62,673 | 19,686 | | Retention Receivables (Net) | 8,920 | 17,134 | | Other Receivables (Net) | 648 | 648 | | Prepayments and Sundry Deposits | 5,284 | 8,336 | | Total | 77,525 | 45,804 | Ageing Analysis of Trade Receivables (As at June 30) | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 1 to 30 days | 33,746 | 1,832 | | 31 to 60 days | 1,384 | 405 | | 61 to 90 days | 255 | 1,146 | | 91 to 180 days | 11,093 | 326 | | Over 180 days | 16,195 | 15,977 | | Total | 62,673 | 19,686 | - Trade receivables (net of allowance for expected credit losses) significantly increased from HK$19,686 thousand to HK$62,673 thousand[40][42] 13. Trade and Other Payables As at June 30, 2025, total trade and other payables decreased to HK$105.0 million from HK$125.9 million as at December 31, 2024; trade payables reduced to HK$31.8 million, with over 90-day aged accounts comprising HK$8.4 million Trade and Other Payables (As at June 30) | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Payables | 31,788 | 49,362 | | Retention Payables | 34,538 | 40,294 | | Accrued Subcontracting Charges | 37,457 | 34,182 | | Accrued Operating Expenses | 1,221 | 2,012 | | Total | 105,004 | 125,850 | Ageing Analysis of Trade Payables (As at June 30) | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 1 to 30 days | 23,423 | 42,361 | | 31 to 60 days | — | 34 | | 61 to 90 days | — | — | | Over 90 days | 8,365 | 6,967 | | Total | 31,788 | 49,362 | - The credit period for trade payables is 0 to 30 days[44] 14. Amounts Due to Shareholders As at June 30, 2025, amounts due to shareholders significantly decreased to HK$3.5 million from HK$10.0 million as at December 31, 2024; these amounts are unsecured, interest-free, and repayable on demand - As at June 30, 2025, amounts due to shareholders were approximately HK$3,500 thousand (December 31, 2024: HK$10,000 thousand)[46] - The amount is unsecured, interest-free, and repayable on demand from the end of the reporting period[46] 15. Share Capital As at June 30, 2025, the company's authorized share capital was HK$40.0 million, with issued and fully paid share capital of HK$13.32 million, comprising 1,332,000,000 ordinary shares at HK$0.01 par value each, consistent with the prior year-end Share Capital (As at June 30) | Item | Number of Shares | Amount (HK$ Thousand) | | :--- | :--- | :--- | | Authorized Share Capital (HK$0.01 par value per share) | 4,000,000,000 | 40,000 | | Issued and Fully Paid Share Capital (HK$0.01 par value per share) | 1,332,000,000 | 13,320 | - Issued and fully paid share capital remained unchanged as at June 30, 2025, compared to December 31, 2024[47] 16. Performance Guarantees As at June 30, 2025, the Group's outstanding performance guarantees amounted to approximately HK$37.45 million, secured by pledged deposits and counter-indemnities provided to financial institutions - Certain customers of construction contracts undertaken by the Group require Group entities to provide performance guarantees for contract work, which are secured by pledged deposits[48] - As at June 30, 2025, the Group's outstanding performance guarantees amounted to approximately HK$37,449 thousand, consistent with December 31, 2024[48] 17. Related Party Disclosures For the six months ended June 30, 2025, total emoluments for key management personnel (Directors) were HK$1,166 thousand, remaining largely consistent with the prior year Key Management Personnel (Directors) Emoluments (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Salaries and Other Allowances | 1,157 | 1,152 | | Contributions to Retirement Benefit Schemes | 9 | 9 | | Total | 1,166 | 1,161 | 18. Events After Reporting Period As at the date of this report, the Directors are not aware of any significant events requiring disclosure that occurred after June 30, 2025 - The Directors are not aware of any significant events requiring disclosure that occurred after June 30, 2025, and up to the date of this report[51] Management Discussion and Analysis This section provides management's perspective on the company's operational and financial performance, future outlook, and key risks Business Review and Outlook The Group primarily engages in contracting and project management; moving forward, the company will thoroughly review its operations and financial position to formulate sustainable business plans, explore opportunities, control costs, and consider joint ventures for mutual benefit - The Group is principally engaged in the provision of contracting business and project management[52] - The Group will conduct a detailed review of its existing principal business operations and financial position to formulate a sustainable business plan or strategy[52] - The Group may consider participating in construction projects with other partners to achieve a win-win situation[52] Financial Review Revenue decreased by 11.6% to HK$235.5 million due to fewer contracting projects, gross profit significantly dropped by 65.0% to HK$5.1 million, administrative expenses increased by 27.6% to HK$9.7 million (driven by legal and professional fees), finance costs decreased by 44.7% to HK$364 thousand due to lower average bank borrowings, and the period shifted from a profit to a loss of HK$5.2 million - The Group's revenue decreased by approximately HK$30.8 million or 11.6% to approximately HK$235.5 million, primarily due to a reduction in the number of contracting projects[53] - The Group recorded a gross profit of approximately HK$5.1 million (2024: approximately HK$14.5 million)[53] - Administrative expenses increased by approximately HK$2.1 million or 27.6% to approximately HK$9.7 million, mainly due to legal and professional fees[56] - Finance costs decreased by approximately HK$294 thousand or 44.7% to approximately HK$364 thousand, primarily due to a reduction in average bank borrowings[57] - Total comprehensive expenses for the period attributable to owners of the Company were approximately HK$5.2 million (2024: income of approximately HK$5.3 million)[59] Liquidity and Financial Resources As at June 30, 2025, the company's net borrowing position deteriorated, with net cash decreasing to HK$9.7 million, bank borrowings increasing to HK$16.6 million at an effective interest rate of approximately 4.45%, a current ratio of 0.99 times, and a negative gearing ratio reflecting the total deficit - As at June 30, 2025, amounts due to shareholders decreased by approximately HK$6.5 million to approximately HK$3.5 million, while bank borrowings increased by approximately HK$7.5 million to HK$16.6 million[60] - Bank balances and cash, along with pledged deposits, decreased by approximately HK$20.1 million to approximately HK$12.5 million, resulting in a reduction of net cash to approximately HK$9.7 million[60] - As at June 30, 2025, bank borrowings amounted to HK$16.6 million, with an effective interest rate of approximately 4.45% (2024: approximately 3.56%)[61] - The current ratio was 0.99 times (December 31, 2024: 1.03 times)[62] - The gearing ratio was negative due to the total deficit at the end of the relevant period[63] Capital Structure The Group maintains prudent funding and treasury policies, placing surplus funds in short-term deposits, and plans to finance future projects through operating cash flows, bank financing, or other available financing in Hong Kong; the company's issued share capital is HK$13.32 million - The Group maintains a prudent funding and treasury policy for its overall business to minimize financial risks[64] - All future projects will be funded through cash flows from operations, bank financing, or any form of financing available in Hong Kong[64] - As at June 30, 2025, the Company's issued share capital was HK$13,320 thousand, with 1,332,000,000 ordinary shares in issue[64] Exchange Rate Fluctuation Risk The Group's transactions are predominantly denominated in Hong Kong Dollars, thus it does not face any significant foreign exchange risk - Most of the Group's transactions are denominated in Hong Kong Dollars, and the Group is not exposed to any significant foreign exchange risk[65] Future Plans for Material Investments and Capital Assets The Group will continue to strengthen its construction business and client base, seeking investment opportunities to expand and inject capital for long-term growth potential, with no other material investment or capital asset plans as of the reporting date - The Group will continue to strengthen its business and customer base in the construction industry[66] - The Group will identify business and investment opportunities to expand its business and inject capital, thereby enhancing the Group's long-term growth potential[66] - As at the date of this report, the Group has no other plans for material investments and capital assets[66] Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies No material acquisitions or disposals of subsidiaries and affiliated companies occurred during the relevant period or subsequent to the reporting date - No material events occurred during the relevant period, after June 30, 2025, and up to the date of this report[67] Pledge of the Group's Assets As at June 30, 2025, the Group pledged approximately HK$7.2 million in deposits to banks or insurance companies to secure banking facilities and performance guarantees totaling approximately HK$37.4 million - The Group pledged deposits of approximately HK$7.2 million to banks or insurance companies to secure banking facilities granted to the Group and guarantee facilities for performance guarantees of approximately HK$37.4 million[68] Performance Guarantees and Contingent Liabilities The Group's construction contracts require performance guarantees, secured by pledged deposits and counter-indemnities; as at June 30, 2025, outstanding performance guarantees amounted to approximately HK$37.4 million, with no other significant contingent liabilities - Certain customers of construction contracts entered into by the Group require Group entities to provide performance guarantees for contract work, which are secured by pledged deposits[69] - As at June 30, 2025, and December 31, 2024, the Group's outstanding performance guarantees amounted to approximately HK$37.4 million[69] - Save as disclosed above, the Group had no other significant contingent liabilities as at June 30, 2025[69] Employees and Remuneration Policy As at June 30, 2025, the Group employed 59 employees, a reduction from 85 in 2024, with total staff costs of approximately HK$10.0 million; remuneration policy is based on market terms, performance, qualifications, and experience, potentially including discretionary bonuses and share options to attract and retain talent - As at June 30, 2025, the Group employed a total of 59 employees (2024: 85 employees)[70] - For the six months ended June 30, 2025, the Group's staff costs (including Directors' emoluments) amounted to approximately HK$10.0 million (2024: approximately HK$10.6 million)[70] - Remuneration is determined with reference to market terms and the performance, qualifications, and experience of individual employees, with discretionary year-end bonuses and share options potentially granted[70] Litigation The company's operating subsidiaries are involved in multiple litigations and arbitrations, including winding-up proceedings, arising from ordinary course of business disputes; management believes these have no material impact on operations and has instructed legal counsel to vigorously defend its rights - The Company's operating subsidiaries in Hong Kong are involved in various litigations and arbitrations as claimants/plaintiffs and respondents/defendants arising from disputes with employers, suppliers, and subcontractors in the ordinary course of business, including winding-up proceedings against the Company's operating subsidiaries[71] - These litigations and arbitrations have not had a material impact on the Group's business operations, and the Group has instructed its legal counsel to vigorously defend its rights in the pending litigations[71] Disclosure of Interests This section details the interests and short positions of directors, chief executives, substantial shareholders, and other relevant parties in the company's shares and related securities A. Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As at June 30, 2025, Executive Director and CEO Mr. Ng Kin Shiu held 62.09% of the company's shares (827,000,000 ordinary shares) through his controlled corporation, Masterveyor, of which he beneficially owns the entire issued share capital Directors' Long Positions in Ordinary Shares of the Company (As at June 30) | Director's Name | Capacity/Nature | Number of Shares Held/Interested | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Ng | Interest in a Controlled Corporation | 827,000,000 | 62.09% | Directors' Long Positions in Ordinary Shares of Associated Corporations (As at June 30) | Director's Name | Name of Associated Corporation | Capacity/Nature | Number of Shares Held/Interested | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Ng | Masterveyor | Beneficial Owner | 2 | 100% | - Mr. Ng beneficially owns the entire issued share capital of Masterveyor and is deemed to be interested in all shares of the Company held by Masterveyor[72] B. Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares, Underlying Shares and Debentures As at June 30, 2025, Masterveyor held 62.09% of the company's shares, with Ms. Wong Choi Lin, Mr. Ng Kin Shiu's spouse, deemed to have the same interest; Gentle Soar Limited held 15.74% of shares, and its owner, Mr. Gao Yunhong, is also deemed to have the same interest Substantial Shareholders' and Other Persons' Long Positions in Shares (As at June 30) | Shareholder Name/Person | Capacity/Nature of Interest | Number of Shares | Long/Short Position | Percentage of Total Issued Share Capital of the Company | | :--- | :--- | :--- | :--- | :--- | | Masterveyor | Beneficial Owner | 827,000,000 | Long Position | 62.09% | | Ms. Wong Choi Lin | Spouse's Interest | 827,000,000 | Long Position | 62.09% | | Gentle Soar Limited | Beneficial Owner | 209,720,000 | Long Position | 15.74% | | Mr. Gao Yunhong | Interest in a Controlled Corporation | 209,720,000 | Long Position | 15.74% | - Ms. Wong Choi Lin, being the spouse of Mr. Ng, is deemed or taken to be interested in all the shares in which Mr. Ng is interested under the SFO[75] - Mr. Gao Yunhong beneficially owns the entire issued share capital of Gentle Soar Limited and is therefore deemed to be interested in the shares of the Company held by Gentle Soar Limited[75] Competition and Conflicts of Interest During the relevant period, no directors, controlling shareholders, or their associates were aware of any competing business or interests with the Group, nor were there any other conflicts of interest - During the relevant period, none of the Directors, controlling shareholders of the Company, or any of their respective associates had any business or interest that competes or may compete with the business of the Group, nor did any such persons have any other conflicts of interest with the Group[77] Purchase, Sale or Redemption of the Company's Listed Securities During the relevant period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the relevant period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities (including treasury shares)[78] Corporate Governance Code The company has adopted and complied with the Corporate Governance Code in Appendix C1 of the Listing Rules; while the roles of Chairman and CEO are combined in Mr. Ng Kin Shiu, the Board believes this enhances efficiency and will review the structure as needed, otherwise, the company has adhered to applicable code provisions - The Company has adopted and complied with the Corporate Governance Code set out in Appendix C1 to the Listing Rules[80] - The roles of Chairman and Chief Executive Officer should be separate and not performed by the same individual; Mr. Ng Kin Shiu currently holds both positions in the Company[80] - The Board believes this structure enhances the Company's efficiency in formulating and implementing strategies and will review the need to appoint a suitable candidate for the Chief Executive Officer role when necessary[80] Directors' Securities Transactions The company has adopted a code of conduct for Directors' securities transactions, with terms no less exacting than the Model Code under Appendix C3 of the Listing Rules; no non-compliance was found during the relevant period - The Company has adopted a code of conduct for Directors' securities transactions, with terms no less exacting than the required standards set out in the Model Code under Appendix C3 to the Listing Rules[81] - During the relevant period, the Company found no instances of non-compliance with the required standards for Directors' securities transactions[81] Interim Dividend The Board has resolved not to recommend the payment of an interim dividend for the relevant period, consistent with the prior year - The Board has resolved not to recommend the payment of an interim dividend for the relevant period (six months ended June 30, 2024: nil)[82] Share Option Scheme The company adopted a share option scheme on September 16, 2015, to incentivize and retain eligible participants who contribute to the Group; as at June 30, 2025, no share options have been granted or agreed to be granted under the scheme - The Share Option Scheme is a share incentive scheme established under Chapter 17 of the Listing Rules, aiming to recognize and acknowledge the valuable contributions of Directors and other employees to the Group[83] - No share options have been granted or agreed to be granted under the Scheme from its adoption date up to June 30, 2025[83] (A) Purpose The Share Option Scheme aims to incentivize eligible participants to maximize performance efficiency and to attract and retain talent beneficial to the Group's long-term development - To incentivize eligible participants to maximize their performance efficiency for the benefit of the Group[85] - To attract and retain eligible participants whose contributions are or will be beneficial to the long-term development of the Group, or to maintain ongoing business relationships with them[85] (B) Participants of the Scheme Eligible participants include full-time/part-time employees, executives, officers, directors (including independent non-executive directors) of the company or its subsidiaries, and other contributors as determined by the Board; grantees must pay HK$1.00 as consideration for the option grant - Eligible participants include any full-time or part-time employee, executive, or officer of the Company or any of its subsidiaries; any Director (including independent non-executive Directors) of the Company or any of its subsidiaries; and any consultants, advisors, and such other persons whom the Board, in its sole discretion, considers to have contributed or will contribute to the Company or any of its subsidiaries[85] - Upon acceptance of an option, the grantee shall pay HK$1.00 to the Company as consideration for the grant of the option[84] (C) Maximum Number of Shares The aggregate maximum number of shares subject to options granted under this and any other company share option schemes shall not exceed 10% of the total issued shares (133,200,000 shares), unless a fresh approval is obtained - The maximum number of shares subject to options that may be granted under the Scheme and any other share option schemes of the Company shall not exceed 10% of the total number of issued shares (i.e., 133,200,000 shares), unless a fresh approval is obtained from the Company[86] (D) Maximum Grant to Any Individual The total number of shares issued and to be issued upon exercise of options granted to each eligible participant under the Scheme and any other company share option schemes in any 12-month period up to the date of grant shall not exceed 1% of the company's issued shares as at the date of grant - The total number of shares issued and to be issued upon exercise of options granted to each eligible participant under the Scheme and any other share option schemes of the Company (including exercised and outstanding options) in any 12-month period up to the date of grant shall not exceed 1% of the Company's issued shares as at the date of grant[87] (E) Share Price The subscription price for shares under any option granted by the Scheme is at the Board's discretion, but must be at least the higher of the official closing price on the grant date, the average closing price for the five preceding business days, and the nominal value of a share - The subscription price for shares subject to any particular option granted under the Scheme shall be determined by the Board in its sole discretion, but shall be at least the higher of: the official closing price of the shares as stated in the Stock Exchange's daily quotation sheet on the date of grant; the average of the official closing prices of the shares as stated in the Stock Exchange's daily quotation sheets for the five business days immediately preceding the date of grant; and the nominal value of a share[88] (F) Exercise Period of Options and Validity Period of the Share Option Scheme Options may be exercised at any time from the grant date up to the day before its 10th anniversary, with the exercise period determined by the Board not exceeding 10 years from grant; the scheme is valid for 10 years from its adoption date, unless terminated earlier - An option may be exercised in accordance with the terms of the Scheme at any time from the date on which the option is deemed to be granted and accepted up to the day immediately preceding the 10th anniversary of that date[89] - The period during which an option may be exercised shall be determined by the Board in its sole discretion, provided that it shall not exceed 10 years from the date of grant[89] - The Scheme shall be valid and effective for a period of 10 years from its adoption date, unless terminated earlier by the Company in general meeting or by the Board[89] Events After Reporting Period As at the date of this report, the Directors are not aware of any significant events requiring disclosure that occurred after June 30, 2025 - The Directors are not aware of any significant events requiring disclosure that occurred after June 30, 2025, and up to the date of this report[90] Audit Committee The Audit Committee, chaired by Ms. Ng Chung Che, comprises three independent non-executive directors; its main responsibilities include recommending external auditor appointments, monitoring their independence and audit effectiveness, and reviewing financial report integrity, having already reviewed the Group's unaudited condensed consolidated financial statements - The Audit Committee comprises three members: Ms. Ng Chung Che, Mr. Siu Wai Lam, and Mr. Wong Chun Wah, all of whom are independent non-executive Directors; Ms. Ng Chung Che currently serves as the Chairman of the Audit Committee[91] - The primary duties of the Audit Committee are to make recommendations to the Board on the appointment, reappointment, and removal of the external auditor; to review and monitor the external auditor's independence, objectivity, and the effectiveness of the audit process in accordance with applicable standards; and to oversee the integrity of the Company's annual and interim financial reports before submission to the Board[91] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the relevant period[92]