Financial Performance - The Group recorded a loss of approximately HK$741,000 for the year ended 31 December 2025, compared to a profit of approximately HK$7,198,000 in 2024[16]. - The consolidated loss attributable to the owners of the Company amounted to approximately HK$5,446,000 for the year, down from a profit of approximately HK$2,151,000 in 2024[16]. - For the year, the Group's total revenue was approximately HK$88,957,000, representing a decrease of approximately 14.7% compared to HK$104,338,000 in 2024[59]. - The Software Business recorded a revenue of approximately HK$81,577,000 for the year, representing a decrease of approximately 1.7% compared to 2024[33]. - The segment profit of the Software Business amounted to approximately HK$18,711,000, down from approximately HK$19,785,000 in 2024[33]. - Revenue from the Corporate Management Solutions and I.T. Contract Services Business was approximately HK$7,380,000, a decrease of approximately 65.4% from HK$21,319,000 in 2024[45]. - The Group recorded a gross profit of approximately HK$68,360,000, down approximately 4.0% from HK$71,245,000 in 2024[60]. - The Group's finance costs increased to approximately HK$95,000 for the year, up from approximately HK$45,000 in 2024[61]. - The Group's total new users exceeded 33,000,000 as of December 31, 2025, compared to over 36,000,000 in 2024[42]. Dividend Policy - The Directors do not recommend the payment of a dividend for the year, whereas a total dividend of HK$0.030 per share was paid in 2024[17]. - The Company has adopted a dividend policy allowing for cash or other means of dividend payment, subject to future operations and financial conditions[185]. - The company has adopted a dividend policy since January 2019, allowing dividends to be declared in cash or other appropriate means, ensuring shareholders can share in profits while retaining sufficient reserves for future development[187]. - The company’s dividend declaration and payment are subject to shareholder approval and compliance with applicable laws and regulations[187]. Business Operations - Revenue generated from the Software Business amounted to approximately HK$81,577,000, representing approximately 91.7% of the Group's total revenue for the year[19]. - Revenue from the Corporate Management Solutions and I.T. Contract Services Business accounted for approximately 8.3% of the Group's total revenue[24]. - The Group is engaged in multiple business segments, including Software Business, Corporate Management Solutions, B2C Online Sales, B2B Product Trading, and Securities Investment[18]. - The Group plans to continue developing new upgrades to its software products to keep pace with the latest technology trends and enhance user experience[38]. - The Group is exploring business opportunities and expanding distribution channels in emerging markets, particularly in the Asia-Pacific region[39]. - The Group aims to maintain a balance between risk and return while effectively utilizing resources to expand core businesses and explore new opportunities[26]. - The Group plans to enhance its competitiveness and explore new opportunities in the face of challenging market conditions in the I.T. industry[46]. Economic Environment - The global macro-economic environment has brought volatility to the global economy, adversely impacting the business operations of the Group[18]. - The Group's performance reflects the challenges posed by growing uncertainties in the global economic environment[18]. - The economic outlook for 2026 is expected to be clouded by geopolitical tensions and tightening financial conditions, impacting customer confidence and market sentiment[97]. - The Group will continue to monitor customer behavior changes and market conditions, which may pose uncertainties for the upcoming year[40]. Assets and Liabilities - As of December 31, 2025, the Group had cash and cash equivalents of approximately HK$61,075,000 and net current assets of approximately HK$65,098,000[25]. - As of December 31, 2025, the fair value of FVTPL Financial Assets was approximately HK$26,452,000, down from approximately HK$27,449,000 in 2024[54]. - The Group's total assets amounted to approximately HK$263,853,000, while total liabilities were approximately HK$61,497,000, resulting in a gearing ratio of approximately 23.3%[71]. - The Group's trade and other receivables amounted to approximately HK$18,742,000 as of December 31, 2025, with collection potentially affected by macroeconomic uncertainties and geopolitical instability[87]. - The Group's intangible assets included approximately HK$114,324,000 and goodwill of approximately HK$38,425,000 as of December 31, 2025[83]. Governance and Compliance - The Board comprises five members, including two executive Directors and three independent non-executive Directors, ensuring a balance of skills and experience[106]. - The Company complied with GEM Listing Rules, maintaining at least three independent non-executive Directors on the Board, which constitutes more than one-third of the Board members[133]. - The Company received written annual confirmations from all independent non-executive Directors regarding their independence, and considers them to be independent as of the report date[134]. - The Board is responsible for major policy decisions, strategies, budgets, and risk management, while daily operations are delegated to management[120]. - The Company has established formal procedures for the appointment and re-election of Directors, ensuring transparency[135]. - The Company acknowledges its responsibility for preparing the annual report and financial statements to ensure they present a true and fair view in accordance with the Companies Ordinance and applicable accounting standards[151]. - The Directors are responsible for maintaining accounting records that disclose the financial positions of the Group, which are essential for preparing financial statements[153]. - The Board considers the risk management and internal control systems to be effective and adequate, providing reasonable assurance against material misstatement or loss[162]. - The internal audit function is performed by management and includes external consultants to enhance the quality of audits, covering financial, operational, and compliance controls[178]. Committees and Remuneration - The company has established three committees: the Remuneration Committee, the Audit Committee, and the Nomination Committee, each with defined terms of reference[190]. - The Remuneration Committee is responsible for recommending remuneration policies and structures for all Directors and senior management, ensuring transparency and preventing conflicts of interest in remuneration decisions[191]. - The annual remuneration of the current senior management is categorized into bands, with one individual earning between HK$1,000,000 to HK$1,500,000[199]. - The Audit Committee monitors financial reporting procedures and reviews significant financial reporting standards and guidelines applied to the financial statements[199]. - The Audit Committee reviews the relationship with external auditors, including their fees and terms of engagement, and makes recommendations to the Board regarding their appointment[199].
名科国际(08100) - 2025 - 年度财报