Earnings release
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– 1 – Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) take no responsibility for the contents of this announcement, 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 announcement. BOSA TECHNOLOGY HOLDINGS LIMITED ʮ̡ (Incorpor ated in the Cayman Islands with limited liability) (Stock Code: 8140) INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 31 DECEMBER 2024 The board (the “ Board”) of directors (the “ Directors ”) of BOSA Technology Holdings Limited (the “ Company ”) is pleased to announce the unaudited results of the Company and its subsidiaries (together as the “ Group ”) for the six months ended 31 December 2024. This announcement, containing the full text of the 2024/2025 interim report of the Group, complies with the relevant requirements of the Rules Governing the Listing of Securities (“ GEM Listing Rules ”) on GEM of the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) in relation to information to accompany preliminary announcements of interim results. Printed version of the 2024/2025 interim report of the Company containing the information required by the GEM Listing Rules will be despatched to the shareholders in due course. The Company’s interim results announcement is published on the Stock Exchange website at www.hkexnews.hk and the Company’s website at www.hklistco.com/8140. By Order of the Board BOSA Technology Holdings Limited Lim Su I Chief Executive Officer and Executive Director Hong Kong, 26 February 2025 As at the date of this announcement, the executive Directors are Mr. Lim Su I, Mr. Paulino Lim and Mr. Yang Tien-Lee; the non-executive Director is Mr. Kwan Tek Sian; and the independent non-executive Directors are Mr. Law Sung Ching Gavin, Ms. Chu Wei Ning and Mr. Ng Ming Hon.
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– 2 – This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited 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 announcement 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 announcement misleading. This announcement will remain on the “Latest Listed Company Information” page of the Stock Exchange website at www.hkexnews.hk for a minimum period of 7 days from the date of its publication and on the Company’s website at www.hklistco.com/8140.
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CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”) GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. 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 BOSA Technology Holdings Limited (the “Company”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM (the “GEM Listing Rules”) of the Stock Exchange for the purpose of giving information with regard to the Company and its subsidiaries (together, the “Group”). 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.
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CONTENTS BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 1 Corporate Information 2 Management Discussion and Analysis 4 Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 19 Unaudited Condensed Consolidated Statement of Financial Position 20 Unaudited Condensed Consolidated Statement of Changes in Equity 22 Unaudited Condensed Consolidated Statement of Cash Flows 23 Notes to the Unaudited Condensed Consolidated Financial Information 25 Other Information 41
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CORPORATE INFORMATION 2 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 NON-EXECUTIVE DIRECTOR Mr. Kwan Tek Sian (Chairman) Mr. Yang Tien-Lee Note 1 EXECUTIVE DIRECTORS Mr. Lim Su I Mr. Paulino Lim Mr. Yang Tien-Lee Note 1 INDEPENDENT NON-EXECUTIVE DIRECTORS Mr. Law Sung Ching Gavin Ms. Chu Wei Ning Mr. Ng Ming Hon AUDIT COMMITTEE Mr. Ng Ming Hon (Chairman) Mr. Kwan Tek Sian Mr. Law Sung Ching Gavin REMUNERATION COMMITTEE Mr. Law Sung Ching Gavin (Chairman) Mr. Paulino Lim Mr. Ng Ming Hon NOMINATION COMMITTEE Mr. Kwan Tek Sian (Chairman) Ms. Chu Wei Ning Mr. Ng Ming Hon COMPANY SECRETARY Ms. Lam Yuen Man Maria AUTHORIZED REPRESENTATIVES Mr. Paulino Lim Ms. Lam Yuen Man Maria COMPLIANCE OFFICER Mr. Paulino Lim REGISTERED OFFICE Windward 3 Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG Room 203A, 2/F, LT Tower, 31 Chong Yip Street, Kwun Tong Kowloon, Hong Kong INDEPENDENT AUDITOR Baker Tilly Hong Kong Limited Level 8, K11 ATELIER King’s Road 728 King’s Road Quarry Bay, Hong Kong PRINCIPAL BANKER Bank of China (Hong Kong) Limited Bank of China Tower 1 Garden Road, Hong Kong
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CORPORATE INFORMATION 3BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE IN THE CAYMAN ISLANDS Ocorian Trust (Cayman) Limited Windward 3, Regatta Office Park PO Box 1350, Grand Cayman KY1-1108, Cayman Islands HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE Tricor Investor Services Limited 17/F Far East Finance Centre 16 Harcourt Road Hong Kong STOCK CODE 8140 COMPANY WEBSITE www.hklistco.com/8140 Note: 1. Yang Tien-Lee was redesignated as a Non-executive Director on 15 November 2024 and subsequently an Executive Director on 26 February 2025.
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MANAGEMENT DISCUSSION AND ANALYSIS 4 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 MARKET REVIEW In an effort to stabilize the decline in the local residential property market, the Legislative Council of Hong Kong passed a bill in April 2024 to cancel the “spicy” stamp duty measures, including the Special Stamp Duty, Buyer’s Stamp Duty, and New Residential Stamp Duty. The Hong Kong Monetary Authority (HKMA) also relaxed the mortgage loan limit, increasing the maximum loan-to-value ratio from 60% to 70% for properties under HK$35 million. According to the announcement made by the government on 3rd February 2025, an overall growth of 2.4% in the fourth quarter of 2024 on a year-to-year basis was reported, after a minor growth of 1.9% in the third quarter of the year. While the relaxation of property policies helped revive market sentiment, the overall business environment remains challenging for the local property and construction industries due to high interest rates, weak purchasing power, and excess inventory held by developers. According to the Hong Kong government’s press release on 15th November 2024, the residential property market was quiet for most of the third quarter, but market sentiment improved, and developers stepped up launches of new projects after the U.S. rate cut in September. For the quarter as a whole, trading activities were lower than the preceding quarter, while flat prices remained soft. The number of transactions, in terms of the total number of sale and purchase agreements for residential property received by the Land Registry, retreated by 43% from the preceding quarter to 10,225 in the third quarter, though still 11% higher than a year earlier. Overall flat prices declined by 5% during the quarter. CBRE projects a mild recovery in Hong Kong’s residential property market for 2025, with an anticipated overall price increase of 0% to 5%. Transaction volumes are expected to grow by approximately 10%, reaching close to 60,000 transactions. The primary market is forecasted to contribute around 18,000 to 20,000 units, while the secondary market is expected to account for nearly 40,000 units. Factors such as easing borrowing rates and rising rental demand, particularly for one- and two-bedroom units, are expected to drive this recovery.
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MANAGEMENT DISCUSSION AND ANALYSIS 5BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 In the United States, the Federal Reserve maintained its benchmark interest rate at 4.25%–4.50% as of December 2024, following a series of rate cuts earlier in the year. Inflation, which peaked at 9.1% in June 2022, declined to annual rate of 2.6% in 2024, approaching the Fed’s 2% target. Despite this, the Fed signaled caution about further rate cuts in early 2025, citing concerns about persistent inflationary pressures. Given the Hong Kong dollar’s peg to the US dollar, local interest rates closely follow US monetary policy. On 19th December, 2024, the Hong Kong Monetary Authority lowered the base rate by 25 basis points to 4.75%. While the reduction has slightly improved affordability, homebuyers continue to face financial constraints, and property developers have shifted their focus to reducing inventory rather than launching new projects. Meanwhile, weaker-than-expected economic recovery in mainland China and the ongoing property crisis have led to lower-than-anticipated demand from mainland buyers, further affecting Hong Kong’s real estate market. The expected “V-shaped” recovery in Hong Kong’s economy following the reopening of borders with mainland China has yet to materialize, with confidence in the market remaining fragile. As a result, developers are offering greater discounts and incentives to attract buyers, while investors remain in a “wait-and-see” mode as they assess the market outlook for 2025. Despite the challenges, the Board is confident in the long-term economic development in Hong Kong. Firstly, the current interest rate level is likely to be close to its ceiling in the short run. As the high-interest environment dampens the long-term economic growth, US is likely to reduce the interest rates eventually. Secondly, the continuous commitment of the Hong Kong government in the infrastructure and housing policy has offered huge economic opportunities. In the 2024–25 budget, the government has laid down the below infrastructure-related initiatives that will provide opportunities for the continuous growth of the property market and the construction industries. These initiatives include but not limited to the followings: • The development of the Northern Metropolis, which integrates deeply with the planning of Shenzhen and other Greater Bay Area (GBA) cities, improving collaboration in areas such as economic development, infrastructure, Innovation and Technology (I&T) and ecological conservation, and facilitating Hong Kong’s integration into the overall development of the country, including the GBA.
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MANAGEMENT DISCUSSION AND ANALYSIS 6 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 • 8 residential sites under the 2024/25 Land Sale Program, railway property development, private development and redevelopment projects as well as the URA’s projects to provide about 15,000 units; 2 commercial sites and 1 industrial site to provide about 120,000 square metres of commercial floor area and 540,000 square metres of industrial floor area respectively. • Secure land for the production of no less than 80,000 private housing units in the coming 5 years. • Public housing: identified sufficient land for the provision of about 308,000 public housing units. • Cash Allowance Scheme to be continued for one more year till the end of June 2025. • Private housing: completion of private residential units to average over 19,000 units annually in the 5 years from 2024 onwards. The expected first-hand private residential unit supply for the next 3 to 4 years is about 109,000 units. • Other Projects: Smart and Green Mass Transit Systems, Roads, Bridges and Cross-Boundary Projects, Hong Kong International Airport Expansion, I&T infrastructure, Kau Yi Chau Artificial Islands, and Vibrant Harbour.
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MANAGEMENT DISCUSSION AND ANALYSIS 7BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 BUSINESS REVIEW The Group is principally engaged in providing mechanical splicing services to the reinforced concrete construction industry in Hong Kong. The Group’s customers are primarily main contractors and subcontractors of various types of reinforced concrete construction projects in Hong Kong. Construction projects that the Group service can generally be categorised into public sector projects and private sector projects. The Group will continue to cautiously monitor the business opportunities and continue to strengthen its competitiveness in the market to enhance the profitability of the Group and interests of the shareholders of the Company. OUTLOOK The overall construction business in Hong Kong is expected to remain in the region of steady to slow in the short to medium term and the Hong Kong government is likely to provide stimulus to the local economy. Yet, the trend of interest rate, the US-China relationship and the geopolitical tensions continue to pose uncertainties to the Hong Kong economy. The fluctuations of TW$ and steel price may also drive up the material cost and the gross margin may be eroded. The Group will monitor prudently the selling price to the customers and the purchases price of couplers from Taiwan to ensure the business of the Group maintaining a reasonable gross margin. FINANCIAL HIGHLIGHT AND OVERVIEW For the six months ended 31 December 2024 2023 Change HK$’000 HK$’000 % (Unaudited) (Unaudited) Revenue 39,913 49,478 -19.3% Gross profit 21,243 23,835 -10.9% Net profit and total comprehensive income 9,907 13,839 -28.4% Earnings per share (HK cents) 1.24 1.73 -28.3%
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MANAGEMENT DISCUSSION AND ANALYSIS 8 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 FINANCIAL REVIEW Revenue During the six months ended 31 December 2024 (the “Period”), all of the Group’s revenue was generated from the provision of services of processing and connecting reinforcing bars in Hong Kong. Accordingly, the Group has only one single operating segment and one geographical segment during the Period. The Group’s revenue decreased by approximately HK$9.6 million or approximately 19.3%, from approximately HK$49.5 million for the six months ended 31 December 2023 to approximately HK$39.9 million for the Period, which was mainly due to the decrease in the number of new projects and customers during the Period. Cost of Sales The Group’s cost of sales decreased by approximately HK$7.0 million or approximately 27.2%, from approximately HK$25.6 million for the six months ended 31 December 2023 to approximately HK$18.7 million for the Period, which was in line to the decrease in revenue. Gross Profit The Group’s gross profit decreased by approximately HK$2.6 million or approximately 10.9%, from approximately HK$23.8 million for the six months ended 31 December 2023 to approximately HK$21.2 million for the Period, which was in line to the decrease in revenue. Other Income The Group’s other income decreased by approximately HK$0.7 million or approximately 18.4%, from approximately HK$3.8 million for the six months ended 31 December 2023 to approximately HK$3.1 million for the Period. The decrease was mainly attributable to the decrease in handling charge by approximately HK$1.4 million.
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MANAGEMENT DISCUSSION AND ANALYSIS 9BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 Administrative Expenses The Group’s administrative expenses increased by approximately HK$1.1 million or approximately 10.2%, from approximately HK$10.4 million for the six months ended 31 December 2023 to approximately HK$11.4 million for the Period, which was mainly attributable to the increase in the administrative staff costs of approximately HK$1.4 million. Profit and Total Comprehensive Income Attributable to Owners of the Company The Group’s profit and total comprehensive income attributable to owners of the Company decreased by approximately HK$3.9 million or approximately 28.4%, from approximately HK$13.8 million for the six months ended 31 December 2023 to approximately HK$9.9 million for the Period. Liquidity and Financial Resources The Group practiced prudent financial management and maintained a strong and sound financial position during the Period. As at 31 December 2024, the Group had cash and bank balances of approximately HK$37.8 million (30 June 2024: approximately HK$57.9 million) and time deposits with maturity over three months of HK$142.1 million (30 June 2024: approximately HK$100.0 million). The current ratio, calculated as the total current assets divided by total current liabilities, was approximately 11.0 times as at 31 December 2024 (30 June 2024: approximately 7.2 times). The Group has no bank overdraft as at 31 December 2024 (30 June 2024: Nil). The gearing ratio, representing total borrowings divided by total equity, was Nil as at 31 December 2024 (30 June 2024: Nil). In view of the Group’s current level of cash and bank balances and funds generated internally from operations, the Board is confident that the Group will have sufficient resources to meet its financial needs for its operations. Foreign Exchange Exposure The Group purchased all of the couplers used in our business operations from Taiwan. These purchases were denominated in TWD. The Group expects to continue to make coupler purchases in Taiwan in the near future. Accordingly, fluctuations in TWD against HK$ may result in exchange losses or gains and affect our results of operations.
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MANAGEMENT DISCUSSION AND ANALYSIS 10 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 The management considered that the Group has sufficient foreign exchange to meet its foreign exchange liabilities as they become due, which will be funded by cash generated from operating activities. The Group has not entered into any agreement to hedge our exchange rate exposure relating to TWD and will continue to monitor its foreign exchange exposure. The Group will consider hedging significant foreign currency exposure should the need arises and no derivative financial instruments were held by the Group as at 31 December 2024 for speculative purposes. Dividend The board of directors (the “Board”) does not recommend the payment of dividend in respect for the Period (for the six months ended 31 December 2023: Nil). Pledge of Assets The Group’s obligations under finance leases were secured by the lessor’s charge over the leased assets. As at 31 December 2024, the Group had secured and unguaranteed obligations under finance leases of approximately HK$172,000 (as at 30 June 2024: approximately HK$202,000), which were secured by motor vehicles of the Group. Save as disclosed above, the Group did not have pledged assets as at 31 December 2024 (30 June 2024: Nil). Capital Structure The Company was incorporated in Cayman Islands and registered as an exempted company with limited liability under the Cayman Companies Law on 24 October 2016. Its shares were listed on GEM of the Stock Exchange on 12 July 2018. The Company’s capital comprises ordinary shares and capital reserves. The Group finances its working capital, capital expenditures and other liquidity requirements through a combination its cash and cash equivalents and cash flows generated from operations.
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MANAGEMENT DISCUSSION AND ANALYSIS 11BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 Future Plans for Material Investment and Capital Assets The Group did not have any other plans for material investment and capital assets as at 31 December 2024 save for the acquisition a parcel of land to open new workshop in Hong Kong, details of which are set out in the prospectus under the section “Future Plans and Use of Proceeds”. Significant Investments Held, Acquisitions and Disposals There were no significant investments held, acquisitions or disposals of subsidiaries, associates, joint venture and affiliated companies by the Group during the Period. The Group did not have any other material plans for significant investments, acquisitions and disposals of subsidiaries, associates and joint ventures as at 31 December 2024. Employees and Remuneration Policies As at 31 December 2024, the Group had 42 full-time employees (2023: 46 employees), including the Directors. Total staff costs (including Directors’ emoluments and part-time employees) were approximately HK$12.7 million for the Period as compared to approximately HK$13.3 million for the six months ended 31 December 2023. Remuneration is determined with reference to duties, responsibilities, experience and skills. On top of basic salaries, the Group provides discretionary bonuses to our senior management and key employees as incentive bonuses.
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MANAGEMENT DISCUSSION AND ANALYSIS 12 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 Use of Listing Proceeds The Company’s shares were listed on GEM of the Stock Exchange on 12 July 2018 for which the Company issued 200,000,000 new shares at HK$0.30 per share. The net listing proceeds received by the Company, after deducting underwriting fees and other related expenses, are approximately HK$37.8 million. These proceeds are intended to be applied in the manner as described in the section headed “Future Plans and Use of Proceeds” in the Prospectus. The future plan and scheduled use of proceeds as disclosed in the Prospectus were based on the best estimation of future market conditions made by the Group at the time of preparing the Prospectus, while the proceeds were applied with consideration of the actual development of business and market. As at the date of this report, the Group does not anticipate any material change to the plan as to the use of listing proceeds. All unused net proceeds have been placed as interest bearing short-term demand deposits with licensed bank in Hong Kong. Barring any unforeseen circumstances, the remaining proceeds will be utilised by 31 December 2026.
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MANAGEMENT DISCUSSION AND ANALYSIS 13BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 Comparison Between Business Objectives and Actual Business Progress The below table sets out the proposed applications of the net proceeds as set out in the Prospectus and the unutilized amount as at 31 December 2024: Description Amount designated in the Prospectus (as adjusted based on the actual net proceeds raised) Business plan as disclosed in Prospectus Utilized as at 31 December 2024 Total remaining net proceeds available as at 31 December 2024 Latest development Expected timeframe Use of net proceeds HK$ million HK$ million HK$ million Expanding scale of operations 35.3 Acquire a parcel of land to open a new workshop within the New Territories of Hong Kong, such as Yuen Long and Ping Che — Finalise selection of a parcel of land (Internal resources) — Purchase a parcel of land (HK$35.3 million) — Commence construction of a new workshop or adapt existing structure for purposes of the new workshop (as the case may be) (Internal resources) – 35.3 The previous social unrest in 2019–2020, the ongoing COVID-19 pandemic, the increase in land price after listing, the slower than expected recoveries in the local economy after the reopening of the borders of mainland China, the slowdown of the mainland China economy and the rapid raising of interest rates. All these factors are affecting economic activities and demand extremely careful reconsiderations. As a result, the searching for a suitable parcel of land has been delayed. Save as Yuen Long and Ping Che, the Group is also considering other geographical location for the expansion of workshop in appropriate circumstances. The proposed acquisition of a parcel of land is expected to be completed by 31 December 2026
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MANAGEMENT DISCUSSION AND ANALYSIS 14 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 Description Amount designated in the Prospectus (as adjusted based on the actual net proceeds raised) Business plan as disclosed in Prospectus Utilized as at 31 December 2024 Total remaining net proceeds available as at 31 December 2024 Latest development Expected timeframe Use of net proceeds HK$ million HK$ million HK$ million Placing resources into research and development 2.4 Conduct research and development with a view to enhancing the quality and cost- effectiveness of our existing mechanical splicing services, and reducing overhead costs and servicing time: The Group is in the course of identifying suitable candidate(s) to join our research and development team and would continue to seek for suitable research and development opportunities once our research and development capability is improved. The completion date is expected to be 31 December 2026 — Employ one additional qualified technical staff to join our research and development team and carry out research and development activities (HK$0.4 million) – 0.4 — Conduct research and development activities to enhance quality and cost-effectiveness of our services (HK$0.4 million) 0.4 – — Explore ways to enhance and improve the automated features of our machines to increase efficiency and reduce human errors, including developing our next generation of our self-developed CNC crimping machines and CNC threading machines (HK$0.2 million) – 0.2 — Develop two prototypes of our next generation machines and collect data points on reliability, efficiency and other metrics (HK$0.9 million) 0.9 – — Explore other type(s) of couplers that may be useful in the Hong Kong mechanical splicing service market (HK$0.4 million) – 0.4 — Continue to prepare production manuals and update quality assurance protocols (HK$0.1 million) – 0.1 General working capital 0.1 0.1 – Total 37.8 1.4 36.4
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MANAGEMENT DISCUSSION AND ANALYSIS 15BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 As at date of this report, the remaining amount of approximately HK$36.4 million were expected to be utilized in the same manner as disclosed in the Prospectus based on the flowing timeline: Acquire a parcel of land to open a new workshop As at date of this report, approximately HK$35.3 million allocated for acquiring a parcel of land to open a new workshop has not been utilized by the Group, which was planned to be completed during the period from 1 July 2018 to 31 December 2018 as set forth in the Prospectus. The number of factors affecting the timeline of acquiring the land have been increased and getting more and more complicated. The previously social unrest in 2019–2020, the increase in the land price after listing, the ongoing COVID-19 pandemic, the lower than expected recoveries in the local economy after the reopening of the borders of mainland China, the slowdown of the mainland China economy and the rapid raising of interest rates. All these factors are affecting economic activities and demand extremely careful reconsiderations. In light of the uncertainties and potential adverse impacts of these factors may pose, the Group has adopted a more cautious approach in evaluating a suitable parcel of land. Apart from the selection criteria as set forth in the Prospectus, the Group needs to take into consideration investment return, profitability of acquisition in the latest market condition, synergy effect with the Group and challenges and expenses that could arise from integrating with the acquisition of a parcel of land. The Board considers that the delay had no material adverse impact on the business operation and financial position of the Group. Since Listing, the management of the Group has established a location selection committee and were in the course of identifying a potential parcel of land for opening a new workshop. As the acquisition of a parcel of land to open a new workshop was considered a crucial factor in determining the long-term growth and future success, the Group will require more time to identify suitable potential workshop location based on the factors identified above, and it is expected that the unutilized net proceeds will be fully utilized on or before 31 December 2026.
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MANAGEMENT DISCUSSION AND ANALYSIS 16 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 Placing resources into research and development According to the Prospectus, the planned use of net proceeds (as adjusted on a pro rata basis based on the actual net proceeds raised) for spending on research and development by 31 December 2018 is approximately HK$2.4 million. The actual use of the net proceeds up to 31 December 2024 is approximately HK$1.3 million. The actual used amount was less than the planned use amount primarily because (i) there was a delay in opening a new workshop as mentioned above; and (ii) the Group has taken a longer time to assess and implement the research and development plan in a proper manner. The Group will continue to seek for suitable research and development opportunities with a view of enhancing the quality and cost-effectiveness of our existing mechanical splicing services, and reducing overhead costs and servicing time. It is expected that the unutilized net proceeds for research and development will be fully utilized on or before 31 December 2026. The expected timeline for the full deployment of the unutilised proceeds disclosed above is based on the best estimation from the Board with the latest information and market condition as at the date of this report. The Board confirms that there is no material change in the business nature of the Group as set out in the Prospectus and the Group considers that the delay in the use of proceeds does not have any material adverse impact on the operation of the Group. However, further delays may still happen due to the recent outbreak of Omicron. The Board will continue to closely monitor the situation and evaluate the effects on the timeline to deploy the unutilised proceeds and keep shareholders and potential investors informed if there are any material changes. Principal Risks and Uncertainties The business operations and results of the Group may be affected by various factors, some of which are external causes and some are inherent to the business. The board is aware that the Group is exposed to various risks and the principal risks and uncertainties are summarized below:
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MANAGEMENT DISCUSSION AND ANALYSIS 17BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 Any failure to maintain an effective quality control system could have a material adverse effect on the Group’s business and operations The quality and consistency of the Group’s services are critical to its ability to retain its customers and acquire and attract new customers. The Group’s quality control system is dependent on a number of factors, including a timely update to suit the ever-changing business needs as well as its ability to ensure that the Group’s quality control policy and guidelines are followed. Any failure to maintain the effective and adequate quality control system could results in defects in its services that could negatively impact the Group’s reputation and expose the Group to claims by its customers. Any such dispute would incur additional costs or damage to the Group’s business reputation and corporate image, as well as disrupt the Group’s business operations. The Group does not enter into any formal contract with its customers (with certain exceptions). The Group’s customers request services from the Group on an order by order basis, which exposes the Group to potential volatility in its revenue Except for certain major customers with whom the Group has entered into written contracts, the Group does not enter into any long-term contract with its customers. Therefore, the Group’s customers are not obligated in any way to continue placing orders with the Group at the historical level or at all. The Group cannot guarantee that the Group will receive any orders from its existing customers or that the Group will be able to continue its business relationship with them on the current terms or at all. The Group’s services are provided based on actual orders received from its customers. The Group’s customers may cancel or defer their orders. The Group’s customers’ orders may vary from period to period, and it is difficult to accurately forecast future order quantities. There is no assurance that the Group’s customers will continue to place orders with the Group in the future at the same volume, or at the same margin, as compared to prior periods, or at all. The Group may not be able to locate alternative customers to place new orders. There is also no assurance that the volume or margin of its customers’ orders will be consistent with the Group’s expectations. As a result, the Group’s results of operations may vary from period to period and may fluctuate significantly in the future.
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MANAGEMENT DISCUSSION AND ANALYSIS 18 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 Any failure, damage or loss of the Group’s equipment may materially and adversely affect the Group’s operations and financial performance The Group’s services rely on its equipment, which includes reinforcing bar cutting machines, and self-developed CNC crimping machines and CNC threading machines. If the Group fail to maintain its equipment or cope with any latest development trends or demands or to cater to different needs and requirements of different customers, its overall competitiveness and thus its financial performance and results of operations may be materially and adversely affected. In addition, there is no assurance that our equipment will not be damaged or lost as a result of, among others, improper operation, accidents, fire, adverse weather conditions, theft or robbery. The Group’s equipment may break down or fail to function normally due to wear and tear or mechanical or other issues. The Group does not maintain insurance covering loss of or damage to our equipment. If any failed, damaged or lost equipment cannot be repaired and/or replaced in a timely manner, the Group’s operations and financial performance could be materially and adversely affected. Furthermore, the Group plans to acquire additional equipment to enhance its technical ability and to strengthen its capability to cater to different needs and requirements of different customers. As a result of the purchase of additional equipment, it is expected that additional depreciation will be charged to the profit or loss and may, therefore, affect the Group’s business, financial condition and results of operations.
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19 For the six months ended 31 December 2024 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 The Board is pleased to present the unaudited condensed consolidated financial information of the Group for the six months ended 31 December 2024, which has been reviewed by the audit committee of the Company, together with the comparative figures for the corresponding periods in 2023, as follows: Three months ended 31 December Six months ended 31 December 2024 2023 2024 2023 Notes HK$’000 HK$’000 HK$’000 HK$’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue 5 18,651 24,489 39,913 49,478 Cost of sales (7,907) (12,258) (18,670) (25,643) Gross profit 10,744 12,231 21,243 23,835 Other income 6 1,163 1,664 3,121 3,827 Net exchange gains/(losses) 6 397 279 (1,630) (15) Administrative expenses (6,972) (5,616) (11,411) (10,352) Finance costs 7 (54) (67) (121) (133) Profit before taxation 8 5,278 8,491 11,202 17,162 Taxation 9 (654) (1,800) (1,298) (3,300) Profit for the period 4,624 6,691 9,904 13,862 Other comprehensive income Item that may be reclassified subsequently to profit or loss: Exchange difference arising on translation of foreign operation 11 (83) 3 (23) Profit and total comprehensive income for the period attributable to the owners of the Company 4,635 6,608 9,907 13,839 Earnings per share Basic (HK cents) 10 0.58 0.83 1.24 1.73
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20 At 31 December 2024 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 31 December 2024 30 June 2024 Notes HK$’000 HK$’000 (Unaudited) (Audited) Non-current assets Plant and equipment 12 4,629 6,008 Right-of-use assets 13 3,047 4,962 Deferred tax assets 22 10 10 Deposits 14 303 717 7,989 11,697 Current assets Inventories 15 6,355 5,847 Trade receivables 16 11,239 29,332 Other receivables, deposits and prepayments 14 2,649 3,101 Time deposits with original maturities over three months 17 142,090 99,997 Bank balances 17 37,807 57,920 200,140 196,197 Current liabilities Trade payables 18 2,903 3,332 Other payables, deposits received and accrued charges 19 10,912 13,467 Reinstatement provision 20 380 220 Tax payable 1,777 6,566 Lease liabilities 21 2,266 3,504 18,238 27,089 Net current assets 181,902 169,108 Total assets less current liabilities 189,891 180,805
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21 At 31 December 2024 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 31 December 2024 30 June 2024 Notes HK$’000 HK$’000 (Unaudited) (Audited) Non-current liabilities Reinstatement provision 20 150 310 Lease liabilities 21 854 1,515 Deferred tax liabilities 22 125 125 1,129 1,950 Net assets 188,762 178,855 Capital and reserves Share capital 23 41 41 Reserves 188,721 178,814 Equity attributable to the owners of the Company 188,762 178,855
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22 For the six months ended 31 December 2024 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 Share capital Share premium Other reserve Translation reserve Retained profits Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 Balance at 1 July 2023 (audited) 41 59,936 5,647 (344) 79,094 144,374 Profit for the period – – – – 13,862 13,862 Other comprehensive expense for the period – – – (23) – (23) Total comprehensive (expense) income for the period – – – (23) 13,862 13,839 Balance at 31 December 2023 (unaudited) 41 59,936 5,647 (367) 92,956 158,213 Balance at 1 July 2024 (audited) 41 59,936 5,647 (276) 113,507 178,855 Profit for the period – – – – 9,904 9,904 Other comprehensive expense for the period – – – 3 – 3 Total comprehensive income for the period – – – 3 9,904 9,907 Balance at 31 December 2024 (unaudited) 41 59,936 5,647 (273) 123,411 188,762
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23 For the six months ended 31 December 2024 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 31 December 31 December 2024 2023 HK$’000 HK$’000 (Unaudited) (Unaudited) OPERATING ACTIVITIES Profit before taxation 11,202 17,162 Adjustments for: Depreciation of plant and equipment 1,432 1,653 Depreciation of right-of-use assets 1,915 1,833 Bank interest income (1,975) (1,005) Finance costs 121 133 Operating cash flows before movements in working capital 12,695 19,776 Decrease in trade receivables 18,093 17,423 (Increase)/decrease in inventories (508) 1,329 Decrease in other receivables, deposits and prepayments 866 557 Decrease in trade payables (429) (1,059) (Decrease)/increase in other payables, deposit received and accrued charges (2,555) 162 Cash from operations 28,162 38,188 Tax paid (6,087) (4,349) NET CASH FROM OPERATING ACTIVITIES 22,075 33,839 INVESTING ACTIVITIES Bank interest received 1,975 1,005 Placement of time deposits with original maturities over three months (42,093) (40,231) Purchases of plant and equipment (53) (429) NET CASH USED IN INVESTING ACTIVITIES (40,171) (39,655)
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24 For the six months ended 31 December 2024 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 31 December 31 December 2024 2023 HK$’000 HK$’000 (Unaudited) (Unaudited) FINANCING ACTIVITIES Interest paid (121) (133) Repayments of lease liabilities (1,899) (1,807) NET CASH USED IN FINANCING ACTIVITIES (2,020) (1,940) NET DECREASE IN CASH AND CASH EQUIVALENTS (20,116) (7,756) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 57,920 59,086 Effect of foreign exchange rate changes 3 (21) CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 37,807 51,309 Represented by: Cash and cash equivalents 37,807 51,309 Bank overdrafts – – 37,807 51,309
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 25BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 1. GENERAL BOSA Technology Holdings Limited (the “Company”) was incorporated in Cayman Islands and registered as an exempted company with limited liability under the Cayman Companies Law on 24 October 2016. The Company’s shares have been listed on GEM of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 12 July 2018. The addresses of the Company’s registered office and the principal place of business are Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands and Room 203A, 2/F, LT Tower, 31 Chong Yip Street, Kwun Tong, Kowloon, Hong Kong, respectively. Upon Listing, the substantial shareholder of the Company is Kin Sun Creative Company Limited (“Kin Sun”). Kin Sun is a limited liability company incorporated in Hong Kong and wholly-owned by Mr. Kwan Tek Sian (“Mr. Kwan”), who is a non- executive director of the Company. The Company is an investment holding company. The consolidated financial statements are presented in Hong Kong dollar (“HK$”), which is also the functional currency of the Company. This interim condensed consolidated financial information has not been audited. 2. BASIS OF PREPARATION The interim condensed consolidated financial information of the Group for the six months ended 31 December 2024 have been prepared in accordance with the applicable disclosures required by the Rules Governing the Listing of Securities on GEM of the Stock Exchange and by the Hong Kong Companies Ordinance, and with Hong Kong Accounting Standard (“HKAS”) 34, Interim Financial Reporting, issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”). This interim condensed consolidated financial information should be read in conjunction with the Group’s annual financial statements for the year ended 30 June 2024, which have been prepared in accordance with Hong Kong Financial Reporting Standards (the “HKFRSs”) issued by the HKICPA.
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 26 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 3. SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of HKFRS 2 “Share-based payment”, leasing transactions that are within the scope of HKAS 17 “Leases”, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in HKAS 2 “Inventories” or value in use in HKAS 36 “Impairment of assets”. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; • Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs for the asset or liability.
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 27BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 3. SIGNIFICANT ACCOUNTING POLICIES (continued) Adoption of new or revised HKFRSs effective in the current period In the Period, the Group has adopted all the new or revised standards, amendments and interpretations (“new or revised HKFRSs”) issued by the HKICPA that are relevant to its operations and effective for its accounting period beginning on 1 July 2023. The adoption of these new and revised HKFRSs did not result in significant changes to the Group’s accounting policies, presentation of the Group’s Interim Financial Statements and amounts reported for the Period and prior periods. The Group has not applied the new and revised HKFRSs that have been issued but are not yet effective. The Group has already commenced an assessment of the impact of those new and revised HKFRSs but is not yet in a position to state whether these new and revised HKFRSs would have a material impact on its results of operations and financial position. 4. KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of the Group’s accounting policies, which are described in note 3, management of the Group is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following is the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets within the next twelve months.
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 28 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 4. KEY SOURCES OF ESTIMATION UNCERTAINTY (continued) Provision of expected credit losses (“ECL”) for trade receivables (upon application of HKFRS 9) The Group uses provision matrix to calculate ECL for the trade receivables. The provision rates are based on past due information groupings of various debtors that have similar loss patterns. The provision matrix is based on the Group’s historical default rates taking into consideration forward-looking information that is reasonable and supportable available without undue costs or effort. At every reporting date, the historical observed default rates are reassessed and changes in the forward-looking information are considered. In addition, trade receivables with significant balances and credit impaired are assessed for ECL individually. 5. REVENUE AND SEGMENTAL INFORMATION Revenue represents the fair value of amounts received and receivable for the services provided and net of discount during the period. The Group’s operations and revenue is solely derived from provision of mechanical splicing services in Hong Kong during the period. For the purpose of resources allocation and performance assessment, the chief operating decision maker (i.e. the executive directors of the Company) reviews the overall results and financial position of the Group as a whole prepared based on same accounting policies set out in note 3. Accordingly, the Group has only one single operating segment and no further analysis of this single segment is presented. Geographical information No geographical segment information is presented as the Group’s revenue are all derived from Hong Kong based on the location of services provided to the customers and the Group’s non-current rental deposits, right-of-use assets and plant and equipment as at 31 December 2024 amounting to HK$7,979,000 (30 June 2024: HK$11,687,000) are all located in Hong Kong by physical location of assets.
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 29BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 5. REVENUE AND SEGMENTAL INFORMATION (continued) Information about major customers Revenue attributed from customers that accounted for 5% or more of the Group’s total revenue during the period is as follows: Six months ended 31 December 2024 2023 HK$’000 HK$’000 (Unaudited) (Unaudited) Customer A 2,408 9,002 Customer B 2,626 6,718 Customer C 4,145 4,142 Customer D 4,148 4,110 Customer E 2,933 3,072
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 30 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 6. OTHER INCOME AND OTHER LOSSES Six months ended 31 December 2024 2023 HK$’000 HK$’000 (Unaudited) (Unaudited) Other income Handling charge 503 1,901 Rental income 322 454 Insurance compensation 297 440 Bank interest income 1,975 1,005 Others 24 27 3,121 3,827 Other losses Net exchange losses (1,630) (15) (1,630) (15) 7. FINANCE COSTS Six months ended 31 December 2024 2023 HK$’000 HK$’000 (Unaudited) (Unaudited) Interest on lease liabilities 121 133
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 31BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 8. PROFIT BEFORE TAXATION Six months ended 31 December 2024 2023 HK$’000 HK$’000 (Unaudited) (Unaudited) Profit before taxation has been arrived at after charging: Cost of inventories recognised as an expense 10,088 14,639 Depreciation of plant and equipment 1,432 1,653 Directors’ remuneration 5,244 4,957 Other staff costs Salaries and other benefits 7,180 8,021 Retirement benefits scheme contributions 272 314 Total staff costs 12,696 13,292 Depreciation of right-of-use assets 1,915 1,833
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 32 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 9. TAXATION Six months ended 31 December 2024 2023 HK$’000 HK$’000 (Unaudited) (Unaudited) Hong Kong Profits Tax: Current tax 1,298 3,300 1,298 3,300 Pursuant to the laws and regulations of the Cayman Islands and the BVI, the Group is not subject to any income tax in these jurisdictions. Hong Kong profits tax has been provided at the rate of 8.25% on the first HK$2.0 million of the estimated assessable profits and at 16.5% on the estimated assessable profit above HK$2.0 million (2023: 16.5%) during the Period. No deferred taxation has been provided as the Group has no material unprovided deferred tax assets or liabilities which are expected to be crystallised in the foreseeable future (six months ended 31 December 2023: Nil).
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 33BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 10. EARNINGS PER SHARE The calculation of the basic earnings per share is based on the following data: Six months ended 31 December 2024 2023 HK$’000 HK$’000 (Unaudited) (Unaudited) Earnings: Earnings for the purpose of calculating basic earnings per share (Profit for the period attributable to the owners of the Company) 9,904 13,862 ’000 ’000 Number of shares: Weighted average number of ordinary shares for the purpose of calculating basic earnings per share 800,000 800,000 No diluted earnings per share for both periods was presented as there were no potential ordinary shares in issue with dilutive effect during the both periods. 11. DIVIDEND No dividend has been paid, declared or proposed by the Company during the six months ended 31 December 2024, nor has any dividend been proposed since the end of the reporting period (six months ended 31 December 2023: nil).
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 34 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 12. PLANT AND EQUIPMENT 31 December 30 June 2024 2024 HK$’000 HK$’000 (Unaudited) (Audited) As the beginning of the period 6,008 8,093 Additions 53 1,219 Depreciation (1,432) (3,304) At the end of the period 4,629 6,008 13. RIGHT-OF-USE ASSETS 31 December 30 June 2024 2024 HK$’000 HK$’000 (Unaudited) (Audited) As the beginning of the period 4,962 2,150 Additions – 6,629 4,962 8,779 Depreciation (1,915) (3,817) At the end of the period 3,047 4,962
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 35BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 14. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS 31 December 30 June 2024 2024 HK$’000 HK$’000 (Unaudited) (Audited) Rental and utilities deposits 1,763 1,763 Other prepayments 478 1,187 Other receivables 1,573 1,730 3,814 4,680 Less: allowance for ECLs of other deposits (862) (862) 2,952 3,818 Presented as non-current assets 303 717 Presented as current assets 2,649 3,101 Total 2,952 3,818 15. INVENTORIES 31 December 30 June 2024 2024 HK$’000 HK$’000 (Unaudited) (Audited) Couplers — Finished goods 6,355 5,847 6,355 5,847
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 36 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 16. TRADE RECEIVABLES The Group’s credit terms of 15–45 days is granted to customers. The following is an ageing analysis of the trade receivables presented based on the invoice date, which is approximate the dates of rendering the services, at the end of the reporting period. 31 December 30 June 2024 2024 HK$’000 HK$’000 (Unaudited) (Audited) 0–30 days 10,099 6,609 31–60 days 1,140 7,173 61–90 days – 7,125 Over 90 days – 8,425 11,239 29,332 Before accepting any new customer, the Group assesses the potential customer’s credit quality and defines credit limits by customer. Credit limits attributable to customers are reviewed regularly. Trade receivables that are neither past due nor impaired have good credit quality. As at 31 December 2024, included in the Group’s trade receivables are debtors with aggregate carrying amount of approximately HK$1,140,000 (30 June 2024: HK$22,427,000), which are past due at the end of the reporting period for which the Group has not provided for impairment loss as there was settlement subsequent to the end of the reporting period or there was continuous settlements by respective customers and the amounts are still considered recoverable. The Group does not hold any collateral over these balances.
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 37BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 16. TRADE RECEIVABLES (continued) In determining the recoverability of a trade receivable, the Group considers current creditworthiness, the past collection history of each customer, ageing analysis and subsequent settlement of individual balances. The Group has policy regarding impairment losses on trade receivables which is based on the evaluation of collectability and ageing analysis of accounts and on management’s judgement including the current creditworthiness and the past collection history of each customer. The management of the Group believes that no impairment is required. 17. TIME DEPOSITS AND BANK BALANCES Bank balances comprise bank deposits with an original maturity from three months to one year and carrying interest at prevailing market rate of 2.5%–5.1% per annum. 18. TRADE PAYABLES The credit period on purchase of inventories is 90 days. The following is an ageing analysis of trade payables presented based on the invoice date at the end of the reporting period: 31 December 30 June 2024 2024 HK$’000 HK$’000 (Unaudited) (Audited) 0–30 days 2,903 3,332 31–60 days – – 2,903 3,332
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 38 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 19. OTHER PAYABLES, DEPOSIT RECEIVED AND ACCRUED CHARGES 31 December 30 June 2024 2024 HK$’000 HK$’000 Salaries payable 1,629 2,815 Provision for annual leaves 350 350 Provision for long service payments 1,582 1,582 Accrued charges 6,918 8,287 Other payables 433 433 10,912 13,467 20. REINSTATEMENT PROVISION HK$’000 As at 30 June 2024 and 31 December 2024 530 31 December 30 June 2024 2024 HK$’000 HK$’000 (Unaudited) (Audited) Presented as non-current liabilities 150 310 Presented as current liabilities 380 220 Total 530 530
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 39BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 21. LEASE LIABILITIES The following table shows the remaining contractual maturities of the Group’s lease liabilities at the end of the current and previous reporting periods and at the date of transition to HKFRS 16: 31 December 2024 30 June 2024 Minimum lease payments Present value of minimum lease payments Minimum lease payments Present value of minimum lease payments HK$’000 HK$’000 HK$’000 HK$’000 Within one year 2,372 2,266 3,696 3,504 In more than one year but not more than two years 880 854 1,156 1,101 In more than two years but not more than five years – – 421 414 3,252 3,120 5,273 5,019 Less: Future finance charges (133) – (254) – Present value of lease obligations 3,119 3,120 5,019 5,019 Less: Amount due for settlement within one year (shown under current liabilities) (2,266) (3,504) Amount due for settlement after one year 854 1,515
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION 40 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 22. DEFERRED TAX ASSETS AND LIABILITIES The following are the deferred tax assets and liabilities recognised and movements thereon during the period: Accelerated tax allowance, net HK$’000 At 30 June 2024 115 Charged to profit or loss for the Period – At 31 December 2024 115 23. SHARE CAPITAL Share capital as at 30 June 2024 and 31 December 2024 represented the share capital of the Company. Details of the Company’s shares are disclosed as follows: Number of shares Amount HK$ HK$’000 Ordinary shares Authorised: At 1 July 2023, 30 June 2024, 1 July 2024 and 31 December 2024 10,000,000,000 1,000,000 1,000 Issued and fully paid: At 1 July 2023, 30 June 2024, 1 July 2024 and 31 December 2024 800,000,000 40,500 41 Note: (i) The shares of the Company have been listed on GEM of the Stock Exchange on 12 July 2018. On the same date, 395,000,000 new shares of the Company of HK$0.0001 each were issued through capitalisation of HK$39,500 standing to the credit of share premium account of the Company. Also, 200,000,000 new shares of the Company of HK$0.0001 each were issued at an offer price of HK$0.30 per share.
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OTHER INFORMATION 41BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 SHARE OPTION SCHEME The Company has conditionally adopted the share option scheme (“Share Option Scheme”), which was approved by written resolutions passed by the shareholders of the Company on 19 June 2018 and became unconditional on 12 July 2018. The terms of the Share Option Scheme are in accordance with the provisions of Chapter 23 of the GEM Listing Rules. As at 31 December 2024, there was no option outstanding, granted, cancelled, exercised or lapsed. DIRECTORS’ RIGHT TO ACQUIRE SHARE OR DEBENTURES Apart from the aforesaid Share Option Schemes, at no time during the Period was the Company or any associated corporation a party to any arrangement to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, and none of the Directors, or their spouses or children under the age 18, had any right to subscribe for the shares in, or debentures of, the Company, or had exercise any such rights. DIRECTORS AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES As at 31 December 2024, the interests or short positions of Directors and the chief executives of the Company in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be recorded in the register referred to therein or which were required to be notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules, were as follows:
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OTHER INFORMATION 42 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 (I) Long Position in the Ordinary Shares and Underlying Shares of the Company (i) Interests in the Company Interests in ordinary shares Name of Director Capacity Number of shares held % of the Company’s issued voting shares Mr. Kwan Tek Sian Interest in a controlled corporation 199,303,415 24.9% Mr. Lim Su I Beneficial owner 162,850,732 20.4% Mr. Yang Tien-Lee Beneficial owner 64,390,244 8.0% Mr. Paulino Lim Beneficial owner 40,975,610 5.1% (ii) Interests in the associated corporation Name of Director Name of associated corporation Number of shares held % of the Company’s issued voting shares Mr. Kwan Tek Sian Kin Sun Creative Company Limited 10,000 100.0% Save as disclosed above, as at 31 December 2024, none of the directors and chief executive of the Company had any interests and short positions in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the standards of dealing by Directors as referred to in Rule 5.48 to 5.67 of the GEM Listing Rules.
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OTHER INFORMATION 43BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 SUBSTANTIAL SHAREHOLDER’S INTERESTS AND/OR SHORT POSITION IN SHARES AND UNDERLYING SHARES OF THE COMPANY As at 31 December 2024, the following persons/entities (not being Directors or chief executive of our Company) have an interest or a short position in the Shares or the underlying Shares which were disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register of the Company required to be kept under section 336 of the SFO, were as follows: Long position in the ordinary shares and underlying shares of the Company Name of shareholders Capacity Number of shares held % of the Company’s issued voting shares Kin Sun Creative Company Limited Note 1 Beneficial owner 199,303,415 24.9% Mr. Wang Wann-Bao Beneficial owner 51,230,244 6.4% Ms. Chiu Yin Mei Note 2 Beneficial owner 40,975,610 5.1% Ms. Ha Jasmine Nim Chi Note 3 Interest of spouse 199,303,415 24.9% Ms. Chan Ching Note 4 Interest of spouse 162,850,732 20.4% Ms. Liu Li Wen Note 5 Interest of spouse 64,390,244 8.0% Ms. Wang Yu-Ju Note 6 Interest of spouse 51,230,244 6.4% Ms. Ng Pei Ying Note 7 Interest of spouse 40,975,610 5.1%
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OTHER INFORMATION 44 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 Notes: 1. Mr. Kwan Tek Sian beneficially owns 100% of the entire issued shares of Kin Sun Creative Company Limited. Therefore, Mr. Kwan Tek Sian is deemed, or taken to be, interested in 199,303,415 Shares held by Kin Sun Creative Company Limited for the purposes of the SFO. 2. Ms. Chiu Yin Mei is our administration manager. 3. Ms. Ha Jasmine Nim Chi, spouse of Mr. Kwan Tek Sian, is deemed, or taken to be, interested in 199,303,415 Shares in which Mr. Kwan Tek Sian is interested for the purposes of the SFO. 4. Ms. Chan Ching, spouse of Mr. Lim Su I, is deemed, or taken to be, interested in 162,850,732 Shares in which Mr. Lim Su I is interested for the purposes of the SFO. 5. Ms. Liu Li Wen, spouse of Mr. Yang Tien-Lee, is deemed, or taken to be interested in 64,390,244 Shares in which Mr. Yang is interested for the purposes of the SFO. 6. Ms. Wang Yu-Ju, spouse of Mr. Wang Wann-Bao, is deemed, or taken to be interested in 51,230,244 Shares in which Mr. Wang is interested for the purposes of the SFO. 7. Ms. Ng Pei Ying, spouse of Mr. Paulino Lim, is deemed, or taken to be, interested in 40,975,610 Shares in which Mr. Paulino Lim is interested for the purposes of the SFO. Save as disclosed above, as at 31 December 2024, the Company had not been notified by any persons (other than directors or chief executive of the Company) who had interests or short positions in the shares or underlying shares of the Company which would fall under the provisions of Divisions 2 and 3 of Part XV of the SFO to be disclosed to the Company, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO. INTERIM DIVIDENDS The Board does not recommend the payment of a dividend in respect of the Period (for the six months ended 31 December 2023: Nil).
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OTHER INFORMATION 45BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 PURCHASE, SALES OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities for the Period. DIRECTORS’ MATERIAL INTERESTS IN TRANSACTIONS, ARRANGEMENTS AND CONTRACTS THAT ARE SIGNIFICANT IN RELATION TO THE COMPANY’S BUSINESS Save as disclosed above and the service contract/appointment letter with the Directors, no other transactions, arrangements or contracts that is significant in relation to the Group’s business to which the Company or any of its subsidiaries was a party and in which a Director or an entity connected with a Director had, directly or indirectly, a material interest subsisted at the end of the period or at any time during the period and up to the date of this report. NON-COMPETITION UNDERTAKING Each of Kin Sun Creative Company Limited and Mr. Kwan Tek Sian has jointly and severally, irrevocably and unconditionally, undertaken to the Company that he/it shall not, and he/it shall procure that none of his/its respective close associates and/or persons and companies controlled by them (other than members the Group) shall not, except through his or its interests in the Company, whether as principal or agent and whether undertaken directly or indirectly through any person, body corporate, partnership, joint venture or other contractual arrangement and whether for profit or otherwise, participate, acquire or hold any right or interest or otherwise be interested, involved or engaged in or concerned with, directly or indirectly, any business which is in any respect in competition with or similar to or is likely to be in competition with the business within any of the territories within Hong Kong or any of the territories where any member of the Group carries and/or will carry on business from time to time upon listing of the Company.
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OTHER INFORMATION 46 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 Mr. Yang Tien-Lee has also irrevocably and unconditionally, undertaken to our Company that he shall not and he shall procure that none of his close associates and/or persons and companies controlled by Mr. Yang shall not, except through his interests in the Company, whether as principal or agent and whether undertaken directly or indirectly through any person, body corporate, partnership, joint venture or other contractual arrangement and whether for profit or otherwise, participate, acquire or hold any right or interest or otherwise be interested, involved or engaged in or concerned with, directly or indirectly, any business which is in any respect in competition with or similar to or is likely to be in competition with the business of the Group within Hong Kong upon listing of the Company. Pursuant to their respective undertakings, each of them is required to make an annual declaration on compliance with his/its non-competition undertakings for the relevant financial year in the Company’s annual report. For the year ended 30 June 2024, each of Kin Sun Creative Company Limited, Mr. Kwan Tek Sian and Mr. Yang Tien-Lee confirmed their compliance with the terms of non- competition undertaking. The independent non-executive Directors reviewed their respective confirmation and confirmed each of them has complied with the non- competition undertaking in accordance with its terms. Each of Kin Sun Creative Company Limited, Mr. Kwan Tek Sian and Mr. Yang Tien-Lee shall provide confirmation in respect of their compliance with the terms of non- competition undertaking for the year 2024/2025. The independent non-executive Directors shall then review their respective confirmations to advise if each of them has complied with the non-competition undertaking in accordance with its terms for the year 2024/2025. CONFLICT OF INTERESTS Saved as disclosed above and during the Period, none of the Directors, the substantial Shareholders or management shareholders of the Company or any of their respective associates has engaged 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.
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OTHER INFORMATION 47BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 CODE ON CORPORATE GOVERNANCE PRACTICES The Board and the management of the Company are committed to maintain a high degree of corporate governance and transparency for the benefit of all its stakeholders. During the Period, the Board considers that the Company has complied with all the provisions of the Corporate Governance Code and Corporate Governance Report set out in Appendix 15 to the GEM Listing Rules. CHANGE OF DIRECTORS’ INFORMATION Pursuant to Rule 17.50A(1) of the GEM Listing Rules, save as disclosed hereunder, there has been no change in Directors’ information since the date of the Annual Report 2024. Mr. Yang Tien-Lee was redesignated as a Non-executive Director with effect from 15 November 2024 and subsequently as an Executive Director on 26 February 2025. CODE OF CONDUCT FOR SECURITIES TRANSACTIONS BY DIRECTORS The Company has adopted a code of conduct regarding securities transactions by the directors, its employees, and the directors and employees of its subsidiaries and holding companies, who may likely possess inside information on the Company or its securities, on terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules. Having made specific enquiry of all Directors, all Directors confirmed that they had complied with the required standard of dealings and the code of conduct regarding securities transactions by directors adopted by the Company during the six months ended 31 December 2024.
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OTHER INFORMATION 48 BOSA TECHNOLOGY HOLDINGS LIMITED Interim Report 2024/25 EVENT AFTER REPORTING PERIOD The Board is not aware of any significant event requiring disclosure that has been taken place subsequent to 31 December 2024 and up to the date of this report. AUDIT COMMITTEE The Company established an audit committee (the “Audit Committee”) on 19 June 2018, which operates under terms of reference approved by the Board. The Audit Committee currently comprises three independent non-executives Directors, namely Mr. Ng Ming Hon, Mr. Kwan Tek Sian and Mr. Law Sung Ching Gavin. Mr. Ng Ming Hon is the chairman of the Audit Committee. The Audit Committee has reviewed the unaudited condensed consolidated financial results of the Group for the Period and is of the opinion that the preparation of such statements complied with applicable accounting standards and that adequate disclosure have been made in respect thereof. By Order of the Board BOSA Technology Holdings Limited Lim Su I Chief Executive Officer and Executive Director Hong Kong, 26 February 2025 As at the date of this report, the executive Directors are Mr. Lim Su I, Mr. Paulino Lim and Mr. Yang Tien-Lee; the non-executive Director is Mr. Kwan Tek Sian; and the independent non-executive Directors are Mr. Law Sung Ching Gavin, Ms. Chu Wei Ning and Mr. Ng Ming Hon.