GLOBAL LINK COMMUNICATIONS HOLDINGS LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8060)
Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this report.
This report, for which the directors (the "Directors") of Global Link Communications Holdings Limited (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM (the "GEM Listing Rules") of the Stock Exchange for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this report is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this report misleading.
This report will remain on the website of Stock Exchange at https://www.hkexnews.hk on the "Latest Listed Company Information" page for at least 7 days from the date of its posting. This report will also be posted on the website of the Company at https://www.glink.hk.
HIGHLIGHTS
Turnover for the six months ended 30 September 2025 was approximately HK$55,993,000 representing approximately 22% decrease from that of the Last Corresponding Period.
Loss attributable to equity shareholders of the Company for the six months ended
30 September 2025 was approximately HK$5,801,000 and net loss of approximately HK$480,000 was recorded in the Last Corresponding Period.
The board of directors (the "Board") of Global Link Communications Holdings Limited (the "Company") announces the unaudited condensed consolidated financial statements of the Company and its subsidiaries ("Global Link" or the "Group") for the six months ended 30 September 2025 together with the unaudited comparative figures for the corresponding period in 2024 ("Last Corresponding Period") as follows:
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the six months ended 30 September2025 | 2024 | ||
(Unaudited) | (Unaudited) | ||
Notes | HK$'000 | HK$'000 | |
Revenue | 2 & 4 | 55,993 | 72,141 |
Cost of sales | (51,267) | (63,562) | |
Gross profit | 4,726 | 8,579 | |
Other income | 1,863 | 1,948 | |
Selling expenses | (3,573) | (4,742) | |
Administrative expenses | (8,512) | (5,696) | |
Other operating expenses | (215) | (377) | |
Loss from operation | (5,711) | (288) | |
Finance costs | (90) | (192) | |
Loss before taxation | 3 | (5,801) | (480) |
Income tax | 5 | - | - |
Loss for the period | (5,801) | (480) | |
Other comprehensive loss: Exchange differences on translating foreign operations | (69) | (7) | |
Total comprehensive loss for the period | (5,870) | (487) | |
Loss attributable to: | |||
Equity shareholders of the Company | (5,801) | (480) | |
Non-controlling interests | - | - | |
(5,801) | (480) | ||
Total comprehensive loss attributable to: | |||
Equity shareholders of the Company | (5,870) | (487) | |
Non-controlling interests | - | - | |
(5,870) | (487) | ||
Loss per share: - Basic and diluted | 7 | HK cents (1.78) | HK cents (0.15) |
9
Non-current assets Property, plant and equipment | Notes 8 | As at 30 September 2025 (Unaudited) HK$'000 3,856 | As at 31 March 2025 (Audited) HK$'000 944 |
3,856 | 944 | ||
Current assets | |||
Inventories | 9,366 | 990 | |
Contract assets | 4,953 | 4,078 | |
Trade and other receivables | 9 | 36,094 | 62,224 |
Deposits and prepayments | 5,188 | 5,894 | |
Time deposit | - | - | |
Cash and cash equivalents | 84,947 | 87,196 | |
140,548 | 160,382 | ||
Current liabilities | |||
Trade and other payables | 10 | 51,292 | 68,518 |
Contract liabilities | 793 | 1,323 | |
Advances drawn on factored trade | |||
receivables with recourse | 3,398 | - | |
Other borrowing | 2,375 | 2,350 | |
Borrowing from a related party | 3,505 | 3,468 | |
Lease liabilities | 1,167 | 624 | |
Provision | 1,592 | 1,363 | |
Income tax payable | 6,605 | 6,535 | |
70,727 | 84,181 | ||
Net current assets | 69,821 | 76,201 | |
Total assets less current liabilities | 73,677 | 77,145 | |
Non-current liabilities Lease liabilities | 2,402 | - | |
2,402 | - | ||
Net assets | 71,275 | 77,145 | |
Capital and reserves Equity attributable to equity shareholders of the Company Share capital Reserves | 32,638 | 32,638 | |
38,637 | 44,507 | ||
Total equity | 71,275 | 77,145 | |
2025 | 2024 | |
(Unaudited) | (Unaudited) | |
HK$'000 | HK$'000 | |
Net cash used in from operating activities | (5,819) | (2,077) |
Net cash generated from investing activities | 861 | 31,504 |
Net cash generated from/(used in) financing | ||
activities | 2,663 | (793) |
Net (decrease)/increase in cash and | ||
cash equivalents | (2,295) | 28,634 |
Cash and cash equivalents at 1 April | 87,196 | 20,378 |
Effect of foreign exchange rate changes | 46 | 31 |
Cash and cash equivalents at 30 September | 84,947 | 49,043 |
Attributable to equity shareholders of the Company
Share capital | Share premium | Merger reserve | Exchange reserve | Accumulated Losses | Statutory reserves | Total equity | |
(unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
HK$'000 | HK$'000 | HK$'000 (note a) | HK$'000 | HK$'000 | HK$'000 (note b) | HK$'000 | |
As at 1 April 2024 | 32,638 | 188,107 | 2,135 | 9,807 | (163,932) | 11,600 | 80,355 |
Loss attributable to equity | |||||||
shareholders of the Company | |||||||
for the period | - | - | - | - | (480) | - | (480) |
Other comprehensive income | |||||||
exchange differences on | |||||||
translating foreign operations | - | - | - | - | (7) | - | (7) |
As at 30 September 2024 | 32,638 | 188,107 | 2,135 | 9,807 | (164,419) | 11,600 | 79,868 |
As at 1 April 2025 Loss attributable to equity shareholders of the Company for the period Other comprehensive loss exchange differences on translating foreign operations | 32,638 - - | 188,107 - - | 2,135 - - | 9,844 - - | (167,179) (5,801) (69) | 11,600 - - | 77,145 (5,801) (69) |
As at 30 September 2025 | 32,638 | 188,107 | 2,135 | 9,844 | (173,049) | 11,600 | 71,275 |
Notes:
The merger reserve represents the difference between the nominal value of the share capital issued by the Company in exchange for the nominal value of the share capital and share premium of its subsidiary arising from group reorganisation in 2002.
Statutory reserves comprise statutory surplus reserve and statutory welfare reserve fund of subsidiaries in the People's Republic of China (the "PRC").
-
BASIS OF PREPARATION
The Group's unaudited interim results have been prepared in accordance with HKFRS Accounting Standards issued by the Hong Kong Institute of Certified Public Accountants, accounting principles generally accepted in Hong Kong and the applicable disclosures required by the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and by the Hong Kong Companies Ordinance.
These financial statements have been prepared under the historical cost convention.
-
REVENUE
Revenue, which is also the Group's turnover, presents net of value-added tax, trade discounts and returns.
-
LOSS BEFORE TAXATION
Loss before tax is stated after charging the following:
For the six months ended 30 September2025
(Unaudited)
HK$'000
2024
(Unaudited)
HK$'000
Depreciation of property, plant and equipment
- self-owned assets
29
57
- right-of-use assets
553
696
Staff costs including directors' emolument
9,582
9,848
-
SEGMENTAL INFORMATION
Operating segments are identified on the basis of internal reports which provides information about components of the Group. These information are reported to and reviewed by board of directors of the Company, the chief operating decision-makers ("CODM") for the purposes of resource allocation and performance assessment. The Group's operating segments are organised and structured according to the geographical locations where the Group's customers are located. The geographical locations include the People's Republic of China (the "PRC") (place of domicile of the Group) and Hong Kong.
Segment revenue of PRC comprises the revenue from supply, development and integration of passenger information management system and Customer relationship management services ("CRMS") income while the segment revenue of Hong Kong comprises the revenue from supply, development and integration of passenger information management systems and CRMS income.
No reportable operating segment has been aggregated.
-
Segment results
For the purposes of assessing segment performance and allocating resources between segments, the CODM monitors the results attributable to each reportable segment on the following bases:
The accounting policies of the reportable segments are the same as the Group's accounting policies. Segment profit represents the profit earned by each segment without allocation of central administration costs e.g. directors' salaries, interest income and finance costs. This is the measure reported to the CODM for the purposes of resource allocation and performance assessment. Taxation charge is not allocated to reportable segment.
Revenue and expenses are allocated to the reportable segments with reference to sales generated by those segments and the expenses incurred by those segments or which otherwise arise from the depreciation attributable to those segments.
Sales between segments are carried out on arm's length basis. The revenue from external parties reported to the CODM is measured in a manner consistent with that in the consolidated statement of comprehensive income.
Information regarding the Group's reportable segments as provided to the CODM for the purposes of resource allocation and assessment of segment performance for the six months ended 30 September 2025 and 2024 is set out below:
PRC Hong Kong TotalDisaggregated by timing of revenue recognition
2025
(Unaudited)
HK$'000
2024
(Unaudited)
HK$'000
2025
(Unaudited)
HK$'000
2024
(Unaudited)
HK$'000
2025
(Unaudited)
HK$'000
2024
(Unaudited)
HK$'000
-54,598
-70,428
-3,089
-3,536
-57,687
-73,964
54,598
70,428
3,089
3,536
57,687
73,964
Reportable segment profit
4,447
8,177
575
749
5,022
8,926
Interest revenue
12
2
854
1,636
866
1,638
Depreciation
(582)
(753)
-
-
(582)
(753)
Overtime
Point in time
-
Reconciliation of reportable segment revenues and profit or loss
For the six months ended 30 September
Revenue
Total reportable segments' revenue Elimination of inter-segment revenue
2025
(Unaudited)
HK$'000
57,687
(1,694)
2024
(Unaudited)
HK$'000
73,964
(1,823)
Consolidated revenue
55,993
72,141
Profit
Total reportable segments' profit Elimination of inter-segment profit
5,022
(297)
8,926
(347)
Reportable segment profit derived from
Group's external customer
4,725
8,579
Bank interest income
866
1,638
Financial costs
(90)
(192)
Unallocated head office and corporate
expenses
(11,302)
(10,505)
Consolidated loss before tax expenses
(5,801)
(480)
-
Segment results
-
INCOME TAX
The statutory income tax rate of the Company and its subsidiaries operated in Hong Kong was 16.5% for the six months ended 30 September 2025 and 2024, except for one subsidiary of the Group which is a qualifying corporation under the two-tiered Profits Tax rates regime. For this subsidiary the first HK$2 million of assessable profits are taxed at 8.25%, and the remaining assessable profits are taxed at 16.5%.
No Hong Kong profits tax has been provided in the financial statements as the Company and its subsidiaries in Hong Kong did not derive any assessable profit for the period (2024: Nil).
A PRC subsidiary of the Company, Guangzhou Global Link Communications Inc. ("Guangzhou Global Link"), was qualified as "High and new technology enterprise" and subject to concessionary rate of PRC enterprise income tax (the "PRC EIT") at 15%, which was granted for further three years starting from December 2024. The remaining PRC subsidiaries were qualified as "Small Low-profit Enterprise" and subject to a concessionary PRC EIT rate.
The Company and its subsidiaries incorporated in countries other than the PRC and Hong Kong are not subject to any income tax pursuant to the rules and regulations of their respective countries of incorporation.
There was no significant unprovided deferred taxation for the six months ended 30 September 2025.
-
DIVIDEND
The Board does not recommend an interim dividend for the six months ended 30 September 2025 (2024: Nil).
-
LOSS PER SHARE
-
Basic loss per share
The calculation of basic loss per share is based on the unaudited consolidated loss attributable to equity shareholders of the Company for the six months ended 30 September 2025 of approximately HK$5,801,000 (2024: approximately HK$480,000) and the weighted average number of approximately 326,380,800 ordinary shares (2024: approximately 326,380,800 ordinary shares) in issue during the period calculated.
-
Diluted loss per share
The basic and diluted loss per share are the same for the six months ended 30 September 2025 and for the six months ended 30 September 2024, as there no diluted potential ordinary shares in issue during the period.
-
Basic loss per share
-
PROPERTY, PLANT AND EQUIPMENT
Six months ended
30 September
2025
(Unaudited)
HK$'000
Opening balance
944
Additions
3,649
Depreciation
(582)
Exchange realignment
(155)
Closing balance
3,856
-
TRADE AND OTHER RECEIVABLES
Trade receivables Other receivables
As at 30 September
2025
(Unaudited)
HK$'000
30,405
5,689
As at 31 March
2025
(Audited)
HK$'000
60,824
1,400
36,094
62,224
Details of the aging analysis of trade receivables are as follows:
As at
As at
30 September
31 March
2025
2025
(Unaudited)
(Audited)
HK$'000
HK$'000
Within 90 days
19,437
40,605
Between 91 to 180 days
4,792
14,733
Between 181 to 365 days
5,813
1,403
Between 1 to 2 years
297
4,017
Over 2 years
66
66
30,405
60,824
Customers are generally granted with credit terms of 90 days.
- TRADE AND OTHER PAYABLES
Current liabilities Trade payables Other payables | As at 30 September 2025 (Unaudited) HK$'000 46,075 5,217 | As at 31 March 2025 (Audited) HK$'000 62,362 6,156 |
51,292 | 68,518 |
Details of the aging analysis of trade payables are as follows:
As at | As at | |
30 September | 31 March | |
2025 | 2025 | |
(Unaudited) | (Audited) | |
HK$'000 | HK$'000 | |
Within 90 days | 17,103 | 22,781 |
Between 91 to 180 days | 8,489 | 5,696 |
Between 181 to 365 day | 7,903 | 14,405 |
Between 1 to 2 years | 8,319 | 15,620 |
Over 2 years | 4,261 | 3,860 |
46,075 | 62,362 |
Guangzhou Global Link Communications Inc. ("Guangzhou Global Link"), a subsidiary of the Group, is principally engaged in providing overall solutions for train information system for the rail transit as its core business. After nearly two decades of large-scale investment, China's major urban rail transit has continuously met the travel needs of major central cities with their network and operating lines. According to data from the China Association of Metros, a total of 58 cities in Mainland China have put 12,381.48 km of urban rail transit lines into operation, including 220.70 km of new urban rail transit lines were added in the first half of 2025. During the period under review, new lines, new sections or extended lines were commissioned in 9 cities respectively. New line construction has slowed down compared to the "13th Five-Year Plan" period.
During the period under review, Guangzhou Global Link fulfilled delivery obligations under of supply contracts signed with relevant train manufacturers under the CRRC Group, specifically for Guangzhou Metro Line 12 and Line 13, Huangpu Tram Line 2, and Wuhan Metro Line 12. Meanwhile, the installation of overhaul equipment for the train information system of Wuhan Metro Line 2 and Line 4, and Shenzhen Metro Line 3 was also carried out. While fully cooperating with various metro operators in providing operation guarantee services for the opening of new lines, the Group also provided various spare parts and accessories purchased by metro companies in Guangzhou, Wuhan, Foshan, Chongqing and Dongguan, as well as MTR Corporation Limited and Malaysian rail transit operators.
The scale of China's urban rail transit construction has been declining year by year, while industry competition is becoming increasingly fierce, which will have a certain impact on the sales share and gross profit margin. The incremental increase in new rolling stock continues to decline, and the demand for overhauls will emerge year by year. This requires enterprises to adjust their operating strategies and enhance the adaptability of products and systems. Guangzhou Global Link has invested heavily in research and development during the period, aiming to AI technology to improve operational safety and reduce costs, thereby expanding the overall operating income of the enterprise.
Guangzhou Global Link Intelligent Information Technology Co., Ltd.( 廣州國聯 智慧信息技術有限公司)("Guangzhou Global Link Intelligent"), a subsidiary of the Group, is principally engaged in the customer relationship management ("CRM") business in the Greater Bay Area. CRM business is widely applied in various fields such as finance, e-commerce, and government affairs in the Greater Bay Area. The continuous expansion of demand for remote services in the financial industry, the intelligent upgrade of e-commerce after-sales service systems, and the accelerated development of government intelligent service platforms, all contribute to the broad development space for the Greater Bay Area CRM business market.
Business development has been strongly supported by governmental policies, and the Guangdong-Hong Kong-Macao Greater Bay Area has piloted a whitelist mechanism for cross-border call data flow, allowing Hong Kong and Macao institutions to directly access the mainland consumer complaint database. This policy is conducive to promoting the development of cross-border service businesses within the Greater Bay Area.
The application of technology continues to deepen, with artificial intelligence technology being widely used in CRM business in the Greater Bay Area. Cloud-based call centre technology is also being rapidly promoted in the Greater Bay Area. The "Cloud-based Call Centre Technical Standards" issued by the Ministry of Industry and Information Technology mandate that 80% of traditional call centres complete cloud-native transformation before 2026, which will drive the digitalization and intelligent transformation of CRM business in the Greater Bay Area.
With the development of the industry, the market competition landscape for CRM business in the Greater Bay Area presents diversification. The market share concentration of leading enterprises is expected to decline, while innovative technology companies will achieve differentiated competitiveness through technologies such as artificial intelligence and RPA process automation. Small and medium-sized enterprises will also gain more development opportunities in segmented fields. Guangzhou Global Link Intelligent has invested resources during the period to develop new systems using AI technology, aiming to meet the "Cloud-based Call Centre Technical Standards" as soon as possible to address operational security issue and reduce costs, thereby enhancing the competitiveness of the Company's CRM business.
Financial ReviewFor the six months ended 30 September 2025 (the "period under review"), the turnover of the Group was approximately HK$55,993,000, representing a decrease of approximately 22% as compared to the Last Corresponding Period. Loss attributable to equity shareholders of the Company for the period under review was approximately HK$5,801,000, representing an approximately 11-times increase as compared to the loss of approximately HK$480,000 for the Last Corresponding Period.
During the period under review, in terms of the rail transit business, Guangzhou Global Link mainly implemented the signed delivery contracts to deliver products to train manufacturers under CRRC. namely Guangzhou Metro Line 12, Line 13, Huangpu Tram Line 2, and Wuhan Metro Line 12. At the same time, it carried out the installation of overhaul equipment for the train information system of Wuhan Metro Lines 2 and 4, and Shenzhen Metro Line 3, and also delivered spare parts to various metro operators. However, the delivery of previous projects during the period under review, such as Guangzhou Metro Line 12, the overhaul of Wuhan Metro Line 2 and Line 4, and the overhaul of Shenzhen Metro Line 3, has been completed. The equipment delivery for new projects, such as Wuhan Metro Line 12, has not yet commenced bulk delivery, during the period under review. It is expected that the delivery of new projects will gradually increase starting from the next quarter. Therefore, the delivery volume during the transition period was not large, and the turnover was correspondingly low. The turnover from the rail transit business for the period under review amounted to approximately HK$28,254,000, representing a decrease of approximately 29% as compared to approximately HK$39,583,000 for the Last Corresponding Period.
During the period under review, in terms of CRM business, there were not only traditional CRM providers in the market, but also emerging technology companies, internet enterprises, and cross-industry competitors. Traditional CRM service providers have deep accumulation in the industry, possessing rich customer resources and a mature service system. However, emerging technology companies, leveraging their advantages in fields such as artificial intelligence and big data, offer more intelligent and personalized services. On the other hand, internet companies, enter the market by utilizing their strong platform advantages and user base, intensifying competition and leading to market share dispersion. As a result, the Group's CRM business revenue has been affected. The turnover from the CRM business for the period under review was approximately HK$27,739,000, representing a decrease of approximately 15% as compared to approximately HK$32,558,000 for the Last Corresponding Period.
Selling expenses for the period under review were approximately HK$3,573,000, representing a decrease of approximately 25% as compared to HK$4,742,000 for the Last Corresponding Period. The domestic rail transit projects are highly competitive, and the Company has carried out targeted marketing activities, which led to a significant decrease in selling expenses during the period.
Administrative expenses amounted to approximately HK$8,512,000, representing an increase of approximately 49% as compared to approximately HK$5,696,000 for the Last Corresponding Period, which was mainly due to the impairment loss on trade receivables and certain renovation expenses incurred from the relocation of Guangzhou Global Link office during the period.
Other operating expenses amounted to approximately HK$215,000, representing a decrease of approximately 43% as compared to approximately HK$377,000 for the Last Corresponding Period. This was mainly due to the decrease in turnover from rail transit business during the period, which led to a corresponding decrease in the provision for after-sales repair and maintenance of products.
Other income amounted to approximately HK$1,863,000, representing a decrease of approximately 4% as compared to approximately HK$1,948,000 for the Last Corresponding Period.
USE OF PROCEEDS FROM THE SUBSCRIPTION COMPLETED ON 21 APRIL 2016Honor Crest Holdings Limited, a direct wholly owned subsidiary of Goldstream Investment Limited (formerly known as International Elite Ltd.), a company listed on the Main Board of the Stock Exchange (stock code: 1328) completed the subscription of 1,000,000,000 shares of the Company on 21 April 2016. For details, please refer to the announcements of the Company dated 29 February 2016 and 21 April 2016 and the circular published by the Company dated 30 March 2016 (the "2016 Circular").
The gross proceeds from the subscription were HK$80.0 million. The net proceeds of the subscription, after deduction of expenses and professional fees, amounted to approximately HK$79.0 million (the "2016 Subscription Proceeds"), all of which had been utilised as of 30 September 2025. The breakdown of the Company's actual use of the 2016 Subscription Proceeds as of 30 September 2025 is as follows:
Proposed use of the 2016 Subscription Proceeds as disclosed in the 2016 Circular Actual use of the 2016 Subscription Proceeds as at 30 September 2025 Remaining balance of the 2016 Subscription Proceeds as at 30 September 2025HK$ million HK$ million HK$ million
The Company's existing train information system | |||
solutions for urban rail transit business, | |||
mainly for the execution of the newly signed | |||
order contracts of a number of new lines | |||
projects in several cities in the PRC | 30.0 | 30.0 | 0 |
The development of the "Smart City" project | |||
by using the Company's existing CA-SIM | |||
technology, mainly for staff hiring, | |||
development of relevant management system | |||
platform and gradual roll out of the mobile | |||
apps and value-added services to target users | 41.1 | 41.1 | 0 |
Working capital | 7.9 | 7.9 | 0 |
Total | 79.0 | 79.0 | 0 |
As at 30 September 2025, the 2016 Subscription Proceeds have been fully utilised in accordance with the original intended use of the proceeds as disclosed in the 2016 Circular.
Capital structureThe Group carried out prudent financial policy, surplus cash is deposited in bank to finance operation and investments. Management will review financial forecast of the Group on a regular basis. As at 30 September 2025, the Group had a total time deposit, cash and bank balances, amounted to approximately HK$84,947,000.
Employee informationAs at 30 September 2025, the Group had 147 employees (2024: 154 employees), 138 and 9 of them are working in the PRC and Hong Kong, respectively. For the six months ended 30 September 2025, staff cost including Directors' remuneration was approximately HK$9,582,000 (2024: approximately HK$9,848,000).
Liquidity, financial resources and gearing ratioAs at 30 September 2025, the Group had net current assets of approximately HK$69,821,000, of which approximately HK$84,947,000 were time deposit, cash and bank balances. The Directors are confident that the Group's existing financial resources will be sufficient to satisfy its commitments and working capital requirements.
Gearing ratio is calculated as the net debt (being total liabilities less bank and cash balances) divided by the total capital. As at 30 September 2025, the Group had time deposit, cash and cash equivalents of approximately HK$84,947,000. As at 30 September 2025, the Group had total borrowings of approximately HK$9,278,000, and the total equity attributable to equity shareholders of the Company was approximately HK$71,275,000, therefore, the gearing ratio of the Group was negative, hence the Group' the gearing ratio was not applicable (2024: Not applicable).
Contingent liabilitiesThe Group did not have any significant contingent liabilities as at 30 September 2025.
Save as disclosed hereof, the information in relation to those matters set out in Rule 18.41 of the GEM Listing Rules has not changed materially from the information disclosed in the most recent published annual report of the Company.
DIRECTORS' AND CHIEF EXECUTIVES' INTEREST IN SHARES, UNDERLYING SHARES AND DEBENTURESAs at 30 September 2025, so far is known to the Directors, the interests of the Directors and the chief executives of the Company in shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) (the "SFO")) which would have to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and/or short positions of which they were taken or deemed to have under such provisions of the SFO) and/or required to be entered in the register maintained by the Company pursuant to Section 352 of the SFO or which would have to be notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.68 of the GEM Listing Rules relating to securities transactions by the Directors and chief executives, if any, were as follows:
Name of Director | Company/name of associated corporation | Capacity | Number and class of securities | Approximate percentage of shareholdings |
Ma Yuanguang | Company | Beneficial owner | 1,055,600 ordinary Shares Long position | 0.32% |
Li Kin Shing(1) | Company | Beneficial owner | 164,877,714 ordinary Shares Long position | 50.52% |
Interest of corporation controlled by the director | 25,465,320 ordinary Shares Long position | 7.80% | ||
Interest of the spouse | 38,749,356 ordinary Shares Long position | 11.87% | ||
Wong Kin Wa | Company | Beneficial owner | 186,150 ordinary Shares Long position | 0.06% |
Note: |
(1) Mr. Li Kin Shing ("Mr. Li") is personally interested in 164,877,714 Shares. Ms. Kwok King Wa ("Ms. Kwok") is personally interested in 38,749,356 Shares. Mr. Li is the spouse of Ms. Kwok. Accordingly, Mr. Li is deemed to be interested in his spouse's shareholding under the SFO. Furthermore, Ever Prosper International Limited, which is held as to 50% and 46.5% by Mr. Li and Ms. Kwok respectively, is interested in 25,465,320 Shares. Therefore, Mr. Li is also deemed to be interested in the Shares held by Ever Prosper International Limited under the SFO.
Save as disclosed above, as at 30 September 2025, so far as is known to the Directors, none of the Directors nor the chief executives of the Company had any interests or short positions in any shares, underlying shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interest and/or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to Rules 5.46 to 5.68 of the GEM Listing Rules, to be notified to the Company and the Stock Exchange.
SUBSTANTIAL SHAREHOLDERS' AND OTHER PERSONS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARESAs at 30 September 2025, so far as is known to the Directors, the following person (not being a Director or a chief executive of the Company) had an interest and/or a short position in the shares and/or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO and/or required to be entered in the register maintained by the Company pursuant to Section 336 of the SFO and/or were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any other members of the Group:
Interests in ordinary shares of the Company - long position Approximate Number of percentage of Name Capacity securities shareholdingKwok King Wa(1) Beneficial owner 38,749,356 11.87%
Interest of the spouse 164,877,714 50.52%
Interest of corporation controlled by her
25,465,320 7.80%
Ever Prosper International Limited(2)
Beneficial owner 25,465,320 7.80%
Notes:
Ms. Kwok is personally interested in 38,749,356 Shares. Mr. Li is personally interested in 164,877,714 Shares. Mr. Li is the spouse of Ms. Kwok. Accordingly, Ms. Kwok is deemed to be interested in her spouse's shareholding under the SFO. Furthermore, Ever Prosper International Limited, which is held as to 50% and 46.5% by Mr. Li and Ms. Kwok respectively, is interested in 25,465,320 Shares. Therefore, Ms. Kwok is also deemed to be interested in the Shares held by Ever Prosper International Limited under the SFO.
The 25,465,320 Shares are held by Ever Prosper International Limited, which is held as to 50% and 46.5% by Mr. Li and Ms. Kwok respectively. Mr. Li is the spouse of Ms. Kwok.
Save as disclosed above, as at 30 September 2025, so far as is known to the Directors, there was no person who had an interest and/or a short position in the shares and/or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO and/or required to be entered in the register maintained by the Company pursuant to Section 336 of the SFO and/or was directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any other members of the Group, or any options in respect of such capital.
COMPLIANCE WITH RULES 5.48 TO 5.67 OF THE GEM LISTING RULESThe Company has adopted a code of conduct regarding Directors' securities transactions on terms no less exacting than the required standard of dealings as set out in Rules 5.48 to
5.67 of the GEM Listing Rules. Having made specific enquiry of all Directors, the Company confirms that all Directors have complied with such code of conduct and the required standard of dealings and its code of conduct regarding securities transactions by the Directors throughout the six months ended 30 September 2025.
COMPLIANCE WITH CORPORATE GOVERNANCE CODEThe Company applied the principles and complied with all the code provisions as set out in the Corporate Governance Code contained in Appendix C1 to the GEM Listing Rules throughout the period under review.
COMPETITION AND CONFLICT OF INTERESTSNone of the Directors, controlling shareholders of the Company and their respective associates (as defined under the GEM Listing Rules) has interest in any business that competes or may compete, either directly or indirectly, with the business of the Group, or has any other conflict of interests with the Group as at the date of the report.
PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANYNone of the members of the Group had purchased, sold or redeemed any of the shares of the Company during the period under review.
AUDIT COMMITTEEThe Company has established an audit committee with written terms of reference in compliance with the GEM Listing Rules. The audit committee comprises of three members, namely Mr. Leung Kwok Keung, Mr. Cheung Sai Ming and Ms. Leung Hoi Ning, all being independent non-executive Directors. The Group's unaudited results for the six months ended 30 September 2025 have been reviewed by the audit committee, which was of the opinion that such results complied with the applicable accounting standards, the relevant legal and regulatory requirements, and that adequate disclosures have been made.
The audit committee further reviewed the Company's internal control and risk management system and is of the view that the internal control and risk management in place are effective and adequate for the Group as a whole.
By order of the Board Li Kin Shing Chairman
Hong Kong, 27 November 2025
As at the date of this report, the executive Directors are Mr. Li Kin Shing, Mr. Ma Yuanguang, and Mr. Wong Kin Wa; and the independent non-executive Directors are Mr. Leung Kwok Keung, Mr. Cheung Sai Ming and Ms. Leung Hoi Ning.
