鼎石资本(00804) - 2025 - 中期财报

Company Information Overview of company's administrative and contact details, including board changes and office relocation Board of Directors and Committees The company's board saw new executive appointments and resignations, and independent non-executive directors chair key committees - Mr. Li Chun Tung re-designated as Chairman on June 2, 2025[3] - Mr. Wang Han appointed Executive Director and CEO on June 2, 2025[3] - Ms. Cheung Ka Yee appointed Executive Director on June 2, 2025[3] - Mr. Chu Che Ping, Ms. Lau Wan Tai, and Mr. Li Tai Pang retired or resigned as Executive Directors on May 30, 2025, and January 10, 2025, respectively[3] Company Contact and Professional Services The company's Hong Kong headquarters relocated to a new address, with its stock code and professional service providers listed - Hong Kong headquarters and principal place of business relocated to Room 1608, 16/F, Nan Fung Tower, 88 Connaught Road Central, Hong Kong on July 28, 2025[3] - Company stock code is 804[3] - Company website is www.pinestone.com.hk[4](index=4&type=chunk) Financial Highlights Group revenue increased by 58% to HK$16.9 million, but net loss widened to HK$3.7 million due to higher operating expenses Financial Highlights for the Six Months Ended June 30, 2025 | Metric | June 30, 2025 (HK$'000) | June 30, 2024 (HK$'000) | Change (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 16,900 | 10,700 | 6,200 | 58% | | Net Loss | (3,700) | (800) | (2,900) | 362.5% | | Basic and Diluted Loss Per Share (HK cents) | (0.76) | (0.19) | (0.57) | 300% | | Interim Dividend | Nil | Nil | - | - | - The increase in net loss was primarily due to a rise in compliance, professional, and agency fees, leading to other operating expenses increasing to HK$16.1 million for the six months ended June 30, 2025 (six months ended June 30, 2024: HK$2.9 million)[5] Condensed Consolidated Statement of Comprehensive Income Revenue grew significantly, but increased operating expenses, particularly commissions, employee benefits, and other operating costs, led to a wider loss for the period Condensed Consolidated Statement of Comprehensive Income (For the Six Months Ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 16,875 | 10,715 | | Other income | 506 | 52 | | Commission and fee expenses | (1,057) | (510) | | Employee benefit expenses | (3,947) | (3,013) | | Depreciation | (6) | (487) | | Impairment loss on trade receivables and loans receivable, net | – | (4,616) | | Other operating expenses | (16,055) | (2,947) | | (Loss) before income tax | (3,684) | (806) | | (Loss) for the period | (3,684) | (806) | | Basic and diluted (loss) per share (HK cents) | (0.76) | (0.19) | Condensed Consolidated Statement of Financial Position Total assets and equity increased, with a significant reduction in current liabilities improving net current assets and the current ratio Condensed Consolidated Statement of Financial Position (As at June 30, 2025) | Metric | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Assets | | | | Total non-current assets | 19,695 | 19,401 | | Total current assets | 135,351 | 135,471 | | Liabilities | | | | Total current liabilities | 6,065 | 16,500 | | Equity | | | | Total equity | 148,981 | 138,372 | | Net current assets | 129,286 | 118,971 | | Total assets less current liabilities | 148,981 | 138,372 | - Current liabilities significantly decreased from HK$16.5 million as at December 31, 2024, to HK$6.065 million as at June 30, 2025, primarily due to a reduction in trade payables and contract liabilities[7] Condensed Consolidated Statement of Changes in Equity Total equity increased, primarily driven by net proceeds of approximately HK$13.86 million from a successful share placement for general working capital Condensed Consolidated Statement of Changes in Equity (For the Six Months Ended June 30) | Metric | June 30, 2025 (HK$'000) | January 1, 2025 (HK$'000) | | :--- | :--- | :--- | | Share capital | 9,745 | 8,121 | | Share premium | 212,662 | 199,993 | | Capital reserve | (4,866) | (4,866) | | Retained profits | 68,560 | (64,876) | | Total equity | 148,981 | 138,372 | - The company successfully placed 81,210,000 new shares at HK$0.176 per share on January 13, 2025, raising net proceeds of approximately HK$13.86 million fully utilized for general working capital[9] - Loss for the period was HK$3.684 million, compared to a loss of HK$0.806 million in the same period of 2024[9] Condensed Consolidated Statement of Cash Flows Increased net cash outflow from operating activities and slight increase from investing activities were offset by significant net cash inflow from financing activities, primarily from share placement, leading to higher period-end cash and bank balances Condensed Consolidated Statement of Cash Flows (For the Six Months Ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash (used in) / generated from operating activities | (13,212) | (10,268) | | Net cash (used in) / generated from investing activities | (54) | 27 | | Net cash (used in) / generated from financing activities | 14,294 | (497) | | Net (decrease) / increase in cash and cash equivalents | 1,028 | (10,738) | | Cash and cash equivalents at beginning of period | 15,929 | 23,394 | | Cash and cash equivalents at end of period | 16,957 | 12,656 | - Net cash inflow from financing activities was HK$14.294 million, primarily from proceeds of share placement[10] Notes to the Condensed Consolidated Interim Financial Statements Detailed notes providing context and breakdowns for the condensed consolidated interim financial statements 1. Company Information Pine Stone Capital Limited, incorporated in Cayman Islands and listed in Hong Kong, primarily engages in securities brokerage, margin lending, and underwriting services, with its principal place of business relocated - The Group primarily provides securities brokerage services, securities-backed lending services (including margin financing and money lending services), other lending services, and placing and underwriting services[11] - The company's principal place of business relocated to Room 1608, 16/F, Nan Fung Tower, 88 Connaught Road Central, Sheung Wan, Hong Kong, effective July 28, 2025[11] 2. Basis of Preparation and Accounting Policies Condensed consolidated interim financial statements are prepared in accordance with HKAS 34 and Listing Rules, using consistent accounting policies with prior year, except for newly adopted HKFRSs - The condensed consolidated interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the HKICPA and the applicable disclosure provisions of the Listing Rules of the Stock Exchange[12] - The accounting policies used in preparing these condensed consolidated interim financial statements are consistent with those used in the preparation of the annual financial statements for the year ended December 31, 2024, except for the adoption of new and revised HKFRSs effective for the current accounting period[12] - The unaudited condensed consolidated financial statements are prepared on a historical cost basis and presented in Hong Kong dollars[13][14] 3. New or Revised Hong Kong Financial Reporting Standards New and revised HKFRSs effective January 1, 2025, including HKAS 21 (Amendment) — Lack of Exchangeability, had no significant impact on the Group's accounting policies - Revised HKFRSs effective January 1, 2025, relevant to the Group, had no significant impact on the Group's accounting policies[15] 4. Revenue Group revenue primarily from securities brokerage, placing and underwriting, and lending services, with significant growth in revenue from customer contracts, especially placing and underwriting services Revenue Sources (For the Six Months Ended June 30) | Revenue Source | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Commission income from securities brokerage services | 580 | 80 | | Income from placing and underwriting services | 8,927 | 570 | | Handling fee income | 50 | 4 | | Interest income from margin financing services | 3,213 | 6,518 | | Interest income from money lending services | 4,105 | 3,543 | | Total Revenue | 16,875 | 10,715 | - Revenue from contracts with customers significantly increased to HK$9.557 million for the six months ended June 30, 2025, compared to HK$0.654 million in the same period of 2024[16] 5. Segment Information The Group operates as a single reportable segment providing securities brokerage, securities-backed lending, and placing and underwriting services, with all revenue and non-current assets derived from Hong Kong - The Executive Directors have determined that the Group has only one single reportable segment, which is the provision of securities brokerage services, securities-backed lending services, and placing and underwriting services[18] - All the Group's revenue from customers is derived from operations in Hong Kong, and all non-current assets are located in Hong Kong[19] - For the six months ended June 30, 2025, the largest customer accounted for approximately HK$1 million in revenue, representing about 5.9% of the Group's total revenue of HK$16.9 million[20] 6. Other Income Other income significantly increased for the six months ended June 30, 2025, primarily due to higher bank interest and custodial income Other Income (For the Six Months Ended June 30) | Income Source | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Bank interest income | 246 | 27 | | Custodial income | 260 | 25 | | Total | 506 | 52 | 7. Profit Before Income Tax Profit (loss) before income tax is derived after deducting expenses such as auditor's remuneration, which slightly increased for the six months ended June 30, 2025 Deductions from Profit Before Income Tax (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Auditor's remuneration | 379 | 350 | 8. Income Tax Expense The Group recorded no income tax expense for the six months ended June 30, 2025, due to a loss for the period, with Hong Kong profits tax rates detailed - The Group had no income tax expense for the six months ended June 30, 2025[24] - Hong Kong profits tax rate is 8.25% for the first HK$2 million of assessable profits for qualifying entities, and 16.5% for profits exceeding HK$2 million[24] 9. Dividends The Board of Directors does not recommend paying any interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025 (June 30, 2024: Nil)[25] 10. Loss Per Share Basic and diluted loss per share for the six months ended June 30, 2025, widened to HK$0.0076, calculated based on the weighted average number of ordinary shares, with no dilutive effects Loss Per Share Calculation (For the Six Months Ended June 30) | Metric | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | (Loss) for the period attributable to owners of the Company (HK$'000) | (3,684) | (806) | | Weighted average number of ordinary shares in issue during the period (thousands) | 481,896 | 418,658 | | Basic and diluted (loss) per share (HK cents) | (0.76) | (0.19) | - As there were no potentially dilutive ordinary shares in existence during the current and prior periods, the diluted loss per share is the same as the basic loss per share[26] 11. Property, Plant and Equipment The Group incurred no expenditure on the acquisition of property, plant, and equipment for the six months ended June 30, 2025, consistent with the prior period - The Group incurred no expenditure on the acquisition of property, plant, and equipment for the six months ended June 30, 2025 (six months ended June 30, 2024: Nil)[27] 12. Prepayments for Investments The company established a joint venture for digital asset business on January 17, 2025, and has contributed HK$6.7 million for its 40% interest as of June 30, 2025 - The company established a joint venture with Cast Emperor Holdings Group Limited on January 17, 2025, primarily engaged in digital asset business[28] - The total registered capital of the joint venture is HK$25 million, with the company expected to contribute HK$10 million for a 40% interest[28] - As of June 30, 2025, the company had contributed HK$6.7 million for its 40% interest[28] 13. Trade Receivables Total trade receivables decreased to HK$48.697 million as of June 30, 2025, with no write-offs during the period, contrasting with significant write-offs in the prior year Trade Receivables (As at June 30, 2025) | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Margin clients | 75,201 | 76,755 | | Clearing house | (126) | 2,669 | | Trade receivables from agency services | – | 1,895 | | Trade receivables from placing and underwriting services | – | 193 | | Less: Loss allowance | (26,378) | (26,378) | | Total | 48,697 | 55,134 | - The Group wrote off no trade receivables during the six months ended June 30, 2025, compared to HK$18.7 million in the same period of 2024[30] Movement in Loss Allowance for Trade Receivables | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | At January 1 | 26,378 | 59,008 | | Impairment loss charged to profit or loss | – | 9,149 | | Reversal of discount | – | 4,781 | | Amounts written off as uncollectible | – | (46,560) | | Balance | 26,378 | 26,378 | 14. Loans Receivable Total loans receivable from money lending increased to HK$79.925 million as of June 30, 2025, with no write-offs during the period, contrasting with significant write-offs in the prior year Loans Receivable (As at June 30, 2025) | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Loans receivable from money lending | 79,925 | 74,416 | | Less: Loan allowance | (26,667) | (26,667) | | Total | 53,258 | 47,749 | - The Group wrote off no loans receivable during the six months ended June 30, 2025, compared to HK$17.9 million in the same period of 2024[35] Movement in Loan Allowance for Loans Receivable | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | At January 1 | 26,667 | 63,108 | | Impairment loss charged to profit or loss | – | 11,751 | | Reversal of discount | – | 2,985 | | Amounts written off as uncollectible | – | (51,177) | | Balance | 26,667 | 26,667 | 15. Bank Trust Balances Held on Behalf of Clients The Group holds client monies in segregated trust accounts at authorized financial institutions, classified as current assets with corresponding trade payables, as the Group is responsible for client funds - The Group maintains segregated trust accounts at authorized financial institutions for client monies, classifying them as current assets[37] - Corresponding balances payable to cash and margin clients are recognized under trade payables, as the Group is responsible for any loss or misuse of client funds[37] 16. Trade Payables Total trade payables significantly decreased to HK$5.337 million as of June 30, 2025, primarily due to a reduction in amounts payable to cash clients, with a T+2 settlement period for securities trading Trade Payables (As at June 30, 2025) | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Cash clients | 3,204 | 10,092 | | Margin clients | 2,133 | 2,151 | | Total | 5,337 | 12,243 | - Trade payables arising from securities trading business have a settlement period of two business days after the trade date ("T+2")[38] 17. Contract Liabilities Contract liabilities, representing amounts received for consulting services to be recognized as revenue within 12 months, were zero as of June 30, 2025 - Contract liabilities represent amounts received by the Group for consulting services, expected to be recognized as revenue within the next 12 months[39] - As of June 30, 2025, contract liabilities were nil (December 31, 2024: HK$1.012 million)[7] 18. Commitments The Group had no significant capital commitments as of June 30, 2025, consistent with December 31, 2024 - As of June 30, 2025, the Group had no significant capital commitments (December 31, 2024: Nil)[40] 19. Contingent Liabilities The Group had no significant contingent liabilities as of June 30, 2025, consistent with December 31, 2024 - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: Nil)[41] 20. Related Party Transactions The Group recorded no related party securities or lending transactions for the six months ended June 30, 2025, though key management personnel remuneration increased - During the reporting period for the six months ended June 30, 2025, the Group recorded no securities, money, or other secured lending business transactions with related parties[44] Key Management Personnel Remuneration (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Salaries, allowances and other benefits | 2,451 | 2,217 | | Defined contribution retirement scheme contributions | 44 | 43 | | Total | 2,495 | 2,260 | 21. Share Capital Total issued share capital increased to 487,280,100 shares due to a placement of 81,210,000 new shares, raising net proceeds of approximately HK$13.86 million for general working capital Authorized and Issued Share Capital (As at June 30, 2025) | Item | Par Value (HK$) | Number of Ordinary Shares | Amount (HK$'000) | | :--- | :--- | :--- | :--- | | Authorized share capital | 0.020 | 25,000,000,000 | 500,000 | | Issued and fully paid share capital (as at June 30, 2025) | 0.020 | 487,280,100 | 9,745 | | Issued and fully paid share capital (as at January 1, 2025) | 0.020 | 406,070,100 | 8,121 | | Shares placed | 0.020 | 81,210,000 | 1,624 | - On January 13, 2025, the company successfully placed 81,210,000 new shares to at least six placees at HK$0.176 per share, raising net proceeds of approximately HK$13.86 million[45] - The net proceeds were fully utilized for the Group's general working capital[45] Management Discussion and Analysis Management's review of the Group's business performance, financial results, and future outlook, highlighting revenue growth, increased losses, and strategic initiatives Business Review The Group's core services include securities brokerage, lending, and placing/underwriting, with strong performance in brokerage and placing services driven by a recovering Hong Kong stock market - The Group primarily provides securities brokerage, securities-backed lending services (including margin financing and money lending), other secured lending, and placing and underwriting services[46] - The Hong Kong stock market significantly recovered in H1 2025, with the Hang Seng Index increasing by approximately 20% from 20,060 points on December 30, 2024, to 24,072 points on June 30, 2025[47] - Average daily turnover for the first six months of 2025 was HK$240.2 billion, an increase of 118% from HK$110.4 billion in the same period last year[47] Securities Brokerage Services Commission income from securities brokerage services surged by approximately seven times to HK$0.58 million in H1 2025, driven by an active Hong Kong stock market and capital inflows Commission Income from Securities Brokerage Services (For the Six Months Ended June 30) | Metric | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Commission income | 580,000 | 80,000 | 625% | Securities-Backed Lending Services Securities-backed lending services remain a core revenue source, but total interest income decreased by approximately 28% to HK$7.3 million due to a cautious approach in margin financing Interest Income from Securities-Backed Lending Services (For the Six Months Ended June 30) | Metric | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Total interest income | 7,300,000 | 10,100,000 | -28% | Margin Financing Services Interest income from margin financing services decreased by approximately 51% to HK$3.2 million, primarily due to the Board's cautious approach to reduce default risks, leading to a significant drop in average monthly loan book balance Margin Financing Services Interest Income and Loan Balance (For the Six Months Ended June 30) | Metric | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Interest income | 3,200,000 | 6,500,000 | -51% | | Average monthly loan book balance | 74,000,000 | 151,000,000 | -51% | - The company cautiously reviewed collateral, transaction history, and repayment records before providing margin loans, resulting in a reduction in the amount of margin loans offered[50] Money Lending and Other Secured Lending Services Money lending services revenue grew by approximately 17% to HK$4.1 million, with 8 loans extended during the period at annual interest rates ranging from 12% to 24% Money Lending Services Revenue (For the Six Months Ended June 30) | Metric | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 4,100,000 | 3,500,000 | 17% | - As of June 30, 2025, the Group had extended 8 loans (June 30, 2024: 5 loans), ranging from HK$3 million to HK$16.5 million[51] - Each loan carried an annual interest rate between approximately 12% and 24%, with a maximum repayment period of 12 months[51] Placing and Underwriting Services Revenue from placing and underwriting services surged over 15 times to HK$8.9 million, primarily driven by bond placing activities, with 14 activities undertaken during the period Placing and Underwriting Services Revenue (For the Six Months Ended June 30) | Revenue Source | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Fee income from placing and underwriting securities | 1,040 | 570 | | Agency fee income from placing bonds | 7,887 | Not applicable | | Total Income | 8,927 | 570 | - For the six months ended June 30, 2025, the Group participated in 14 placing and underwriting activities, compared to 2 placing activities in the same period of 2024[52] - Approximately HK$1 million in revenue was from securities placing, while approximately HK$7.9 million was from bond placing activities[52] Loss for the Period The Group's net loss widened to HK$3.7 million for the six months ended June 30, 2025, mainly due to a significant increase in other operating expenses, including compliance, professional, and agency fees Loss for the Period (For the Six Months Ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Unaudited net loss | (3,700) | (800) | - The increase in loss was primarily due to higher other operating expenses, which amounted to approximately HK$16.1 million for the six months ended June 30, 2025 (June 30, 2024: HK$2.9 million)[54] - The surge in other operating expenses was driven by increased compliance, professional, and agency fees, along with other expenses during the period[54] Outlook The Group is optimistic about the Hong Kong financial market and plans to strengthen its financial position by diversifying revenue, expanding client networks, exploring virtual asset business, and enhancing operational efficiency - The Group will continue to focus on strengthening its financial position by broadening its revenue base and expanding its client network[55] - The Group will closely monitor market trends and adjust its strategies as needed, confident in achieving stable, sustainable growth in H2 2025 and beyond through business diversification, a broader client base, and prudent risk and cost management[61] Securities Brokerage Services The Group plans to establish a virtual asset business by applying for a virtual asset trading service license, with submission expected by September 2025 and approval by Q1 2026 - The company is actively pursuing the establishment of a virtual asset business by applying for a virtual asset trading service license condition to meet client demand for handling virtual assets like cryptocurrencies[55] - The company intends to submit the application by September 2025 and expects to be granted the license condition by Q1 2026[55] Securities-Backed Lending Services The company proposes a rights issue to raise up to HK$60.7 million, with approximately HK$50 million allocated to expand margin financing and money lending businesses to strengthen its capital base - The company announced a proposed rights issue to raise gross proceeds of up to approximately HK$60.7 million, with estimated net proceeds of approximately HK$57.6 million if fully subscribed[56] - The company intends to allocate approximately HK$35 million to expand its margin financing services and approximately HK$15 million to support its money lending business, totaling approximately HK$50 million[57] Placing and Underwriting Services The Group will continue to seek new mandates as underwriters and placing agents for equity and debt transactions, actively negotiating with listed companies and bond issuers, expecting this business line to remain a significant revenue contributor - The Group will continue to seek new mandates, such as appointments as underwriters and placing agents for equity and debt transactions, and is actively negotiating with listed companies and bond issuers[58] Asset Management and Family Office Services Pine Stone Capital Asset Management Limited obtained a Type 9 (Asset Management) license in September 2024, enabling it to offer comprehensive asset management and wealth solutions to clients, with plans to further develop service offerings - Pine Stone Capital Asset Management Limited was granted a Type 9 (Asset Management) license in September 2024[59] - With this license approval, the Group is now equipped to provide comprehensive asset management and wealth solutions to individual and institutional clients, including securities, bonds, funds, and trust-related services[59] Efficiency and Cost Management The Group is reviewing operations to enhance efficiency, streamline workflows, and control operating costs in response to rising compliance and professional expenses, while also exploring the distressed asset disposal market - The Group is reviewing its operations to enhance efficiency and manage expenses, striving to improve work efficiency, streamline workflows, and control operating costs[60] - The Group is also actively exploring the distressed asset disposal market, planning to establish a distressed asset disposal auction platform in Asia to further diversify its revenue streams[61] Financial Review Total revenue increased by 58% to HK$16.9 million, driven by placing and underwriting fees, but higher employee benefits and other operating expenses led to an expanded loss for the period, despite successful share placement and strong liquidity - Total revenue for the six months ended June 30, 2025, was approximately HK$16.9 million, an increase of approximately HK$6.2 million or 58% compared to the same period in 2024[63] - The Group recorded an unaudited net loss of approximately HK$3.7 million for the six months ended June 30, 2025, compared to an unaudited net loss of approximately HK$0.8 million in the same period of 2024[68] - As of June 30, 2025, the Group recorded a current ratio of approximately 22.32 times (December 31, 2024: 8.21 times)[75] Revenue Total revenue grew by 58% to HK$16.9 million, primarily driven by a significant increase in bond and securities placing or agency fees, despite a decrease in interest income from securities-backed lending services Revenue Sources (For the Six Months Ended June 30) | Revenue Source | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Commission income from securities brokerage services | 580 | 80 | | Income from placing and underwriting services | 8,927 | 570 | | Handling fees | 50 | 4 | | Interest income from margin financing services | 3,213 | 6,518 | | Interest income from money lending services | 4,105 | 3,543 | | Total Revenue | 16,875 | 10,715 | - Placing or agency fees for bonds and securities recorded significant growth, increasing over 15 times to HK$8.9 million for the six months ended June 30, 2025, from approximately HK$0.57 million in the same period of 2024[63] - Interest income from securities-backed lending services decreased by approximately 28% to about HK$7.3 million for the six months ended June 30, 2025[63] Employee Benefit Expenses Employee benefit expenses increased by approximately 30% to HK$3.9 million for the six months ended June 30, 2025, primarily due to the recruitment of additional staff, bringing the total headcount to 21 Employee Benefit Expenses (For the Six Months Ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Employee benefit expenses | 3,900 | 3,000 | 30% | - The recruitment of additional staff was the primary factor for the increase in employee benefit costs, with the Group employing 21 employees as of June 30, 2025 (June 30, 2024: 18 employees)[64] Other Operating Expenses Other operating expenses significantly increased to HK$16.1 million, representing approximately 80% of total expenses, primarily due to a surge in agency or professional fees, legal and compliance, and administrative expenses Other Operating Expenses (For the Six Months Ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Other operating expenses | 16,100 | 2,900 | | Percentage of total expenses | Approx. 80% | Approx. 40% | - The significant increase in total operating expenses was attributable to agency or professional fees, legal and compliance, and administrative expenses[65] Income Tax Expense The Group recorded no income tax expense for the six months ended June 30, 2025, consistent with the prior period - There was no income tax expense for the six months ended June 30, 2025 (six months ended June 30, 2024: Nil)[66] (Loss) for the Period The Group's unaudited net loss widened to HK$3.7 million for the six months ended June 30, 2025, primarily due to a substantial increase in other operating expenses, including compliance, professional, and agency fees (Loss) for the Period (For the Six Months Ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | (Loss) for the period | (3,684) | (806) | - The increase in net loss was primarily due to a rise in compliance, professional, and agency fees, leading to other operating expenses increasing to HK$16.1 million for the six months ended June 30, 2025 (six months ended June 30, 2024: HK$2.9 million)[68] Fundraising Activities and Use of Proceeds for the Six Months Ended June 30, 2025 The company completed a placement of 81,210,000 new shares on January 13, 2025, raising net proceeds of approximately HK$13.86 million, which were fully utilized for general working capital - The company entered into a placing agreement on December 18, 2024, to place up to 81,210,000 new shares at HK$0.176 per share[69] - Gross and net proceeds from the placing were approximately HK$14.29 million and HK$13.86 million, respectively[69] - The placing was completed on January 13, 2025, with all funds raised fully utilized for the Group's general working capital as planned[70] Liquidity and Financial Resources and Capital Structure The Group's current ratio significantly improved to 22.32 times, and cash and bank balances increased to approximately HK$16.9 million as of June 30, 2025, with existing resources deemed sufficient for operations Liquidity and Financial Resources (As at June 30, 2025) | Metric | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Current assets | 135,351 | 135,471 | | Current liabilities | 6,065 | 16,500 | | Current ratio (times) | 22.32 | 8.21 | | Cash and bank balances | 16,900 | 15,900 | - The Group's operations, capital expenditures, and other funding needs are financed by internal operations, proceeds from share placement, and general working capital[75] Foreign Exchange Risk The Group's reporting currency is HKD, and all transactions for the six months ended June 30, 2025, were denominated in HKD, thus posing no significant foreign exchange risk - The Group's reporting currency is Hong Kong Dollars, and all transactions for the six months ended June 30, 2025, were denominated in Hong Kong Dollars[76] - The Group faces no significant foreign exchange risk[76] Contingent Liabilities The Group had no significant contingent liabilities as of June 30, 2025, and December 31, 2024 - The Group had no significant contingent liabilities as of June 30, 2025, and December 31, 2024[77] Events After Reporting Period Post-reporting period, the company proposed a share consolidation (20-for-1) followed by a rights issue (3-for-2) to raise approximately HK$60.7 million for margin financing, money lending, virtual asset license application, and general working capital - The company proposed a share consolidation on the basis of 20 existing shares for 1 consolidated share in its issued and unissued share capital[78] - Subject to approval of the share consolidation, the company proposed a rights issue to raise gross proceeds of up to approximately HK$60.7 million by issuing up to 36,546,008 rights shares[79] - Net proceeds from the rights issue, approximately HK$5.3 million, will be used for virtual license-related matters, HK$35 million for margin financing, HK$15 million for money lending, and HK$2.3 million for enhancing general working capital[81] Material Investments The Group did not acquire or hold any material investments during the review period - The Group did not acquire or hold any material investments during the review period[82] Pledge of Assets The Group did not pledge any of its assets as of June 30, 2025, and December 31, 2024 - The Group pledged none of its assets as of June 30, 2025, and December 31, 2024[83] Capital Commitments The Group had no significant capital commitments as of June 30, 2025, and December 31, 2024 - The Group had no significant capital commitments as of June 30, 2025, and December 31, 2024[84] Other Information Additional disclosures regarding directors' and major shareholders' interests, share transactions, employee policies, and corporate governance Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures of the Company and its Associated Corporations As of June 30, 2025, no directors or chief executive held disclosable interests or short positions in the company's or its associated corporations' shares, underlying shares, or debentures - As of June 30, 2025, no Directors or Chief Executive of the Company held any interests or short positions in the shares, underlying shares, or debentures of the Company or its associated corporations that were required to be disclosed under Divisions 7 and 8 of Part XV of the SFO[85] Directors' Rights to Acquire Shares or Debentures No arrangements were made during the six months ended June 30, 2025, for directors or the chief executive to acquire benefits through shares or debentures of the company or its associated corporations - Neither the company nor any of its subsidiaries or associated corporations entered into any arrangements during the six months ended June 30, 2025, enabling directors and the chief executive to acquire benefits through shares, underlying shares, or debentures of the company or its associated corporations[86] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares of the Company As of June 30, 2025, Ultimate Vantage Group Limited and its sole owner, Mr. Zeng Wenling, were substantial shareholders, holding approximately 19.87% of the company's issued share capital Substantial Shareholders' Long Positions in Ordinary Shares of the Company (As at June 30, 2025) | Name of Shareholder | Capacity and Nature of Interest | Total Number of Shares | Approximate Percentage of Total Issued Share Capital of the Company (%) | | :--- | :--- | :--- | :--- | | Ultimate Vantage Group Limited | Directly beneficially owned | 96,836,250 | 19.87 | | Mr. Zeng Wenling | Interest of controlled corporation | 96,836,250 | 19.87 | - Ultimate Vantage Group Limited is 100% owned by Mr. Zeng Wenling[89] 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 six months 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 six months ended June 30, 2025 (six months ended June 30, 2024: Nil shares)[90] Employees and Remuneration Policy The Group had 21 employees as of June 30, 2025, with remuneration policies based on duties, experience, skills, and company performance, offering monthly salaries, discretionary bonuses, and other benefits - As of June 30, 2025, the Group had a total of 21 employees (June 30, 2024: 18 employees)[91] - The Group's remuneration policy is determined based on the duties, responsibilities, experience, skills, time commitment, and performance of the directors or senior management, benchmarked against compensation paid by comparable companies[91] - Other employee benefits include provident fund contributions, medical insurance, and other allowances and benefits, in addition to salaries[91] Share Option Scheme The existing share option scheme expired on June 12, 2025, with no further schemes granted or outstanding options as of the interim report date - The existing share option scheme had a term of 10 years from its adoption date and expired on June 12, 2025[92] - No further share option schemes have been granted since the expiry of the existing scheme, and as of the date of this interim report, no share options have been granted or remain outstanding under the existing scheme[92] Corporate Governance The company complied with relevant Listing Rules and the Corporate Governance Code during the review period, ensuring proper regulation of decision-making and business operations - The company complied with Rules 13.13 to 13.16 of Chapter 13 of the Listing Rules, providing no advances to affiliated or associated entities[93] - During the review year, the company complied with the code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules of The Stock Exchange of Hong Kong Limited[93] Directors' Securities Transactions The company adopted a code of conduct for directors' securities transactions no less exacting than the Model Code, with all directors confirming compliance and no non-compliance reported - The company adopted a code of conduct for directors' securities transactions with terms no less exacting than the Model Code set out in Appendix 10 of the Listing Rules for Directors' Securities Transactions by Listed Issuers[94] - Each director acknowledged compliance with the dealing rules during the reporting period and up to the date of this report, with no non-compliance reported to the company during this period[94] Competing Interests As of June 30, 2025, no directors, substantial shareholders, or their associates had any interests in businesses directly or indirectly competing with the Group's business - As of June 30, 2025, no directors, substantial shareholders, or their respective associates had any interests in businesses that directly or indirectly compete or may compete with the Group's business[95] Audit Committee The Audit Committee, comprising three independent non-executive directors chaired by Mr. Cheng Man Bun, reviewed the Group's unaudited interim results and confirmed compliance with accounting standards and Listing Rules - The Audit Committee currently comprises three members, all of whom are independent non-executive directors, with Mr. Cheng Man Bun serving as Chairman[96] - The primary responsibilities of the Audit Committee include reviewing and overseeing the company's financial reporting process, the Group's internal control systems, and monitoring continuing connected transactions[96] - The Audit Committee reviewed the Group's unaudited condensed consolidated results for the six months ended June 30, 2025, confirming their preparation complied with applicable accounting standards, practices adopted by the company, and Listing Rules, with adequate disclosure[96] Board of Directors As of the report date, the Board comprises executive directors Mr. Li Chun Tung (Chairman), Mr. Wang Han (CEO), Ms. Cheung Ka Yee, non-executive director Mr. Lau Chun Hung, and independent non-executive directors Mr. Lau Kei Lik, Mr. Wong Chun Pang, and Mr. Cheng Man Bun - Executive Directors include Mr. Li Chun Tung (Chairman), Mr. Wang Han (Chief Executive Officer) (appointed on June 2, 2025), and Ms. Cheung Ka Yee (appointed on June 2, 2025)[97] - The Non-executive Director is Mr. Lau Chun Hung[97] - Independent Non-executive Directors include Mr. Lau Kei Lik, Mr. Wong Chun Pang, and Mr. Cheng Man Bun[97]