UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
Commission File Number: 001-42308
Click Holdings Limited
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
Interim Results for The Six Months Ended June 30, 2024
The unaudited financial results for the six
months ended June 30, 2024 (“Interim Results”) of Click Holdings Limited (“Click Holdings”) and its
subsidiaries (collectively, the “Company”) is furnished as Exhibit 99.1 to this Form 6-K.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
The management’s discussion and
analysis of financial condition and results of operations for the Company’s Interim Results is furnished as Exhibit
99.2 to this Form 6-K.
Press Release
On November 22, 2024, the Company issued a press
release (the “Press Release”) reporting the Company’s Interim Results.
A copy of the Press Release announcing the Interim
Results is included as Exhibit 99.3 to this Form 6-K.
Safe Harbor Statements
This filing contains forward-looking
statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”
“expects,” “anticipates,” “aims,” “future,” “intends,”
“plans,” “believes,” “estimates,” “confident,” “potential,”
“continue” or other similar expressions. Among other things, the quotations from management in this announcement, as
well as Click Holding’s strategic and operational plans, contain forward-looking statements. Click Holdings may also make
written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the
“SEC”), in its annual report to shareholders, in press releases and/or other written materials and/or in oral statements
made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited
to statements about Click Holding’s beliefs and expectations, are forward-looking statements. Although the Company believes
that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will
turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to review other factors that may affect its future results in the Company’s registration statement
and other filings with the SEC, which are available for review at www.sec.gov. All information provided in this report and in the
attachments is as of the date of this report, and Click Holding undertakes no obligation to update any forward-looking statement,
except as required under applicable law.
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
CLICK HOLDINGS LIMITED |
| |
|
|
| |
By: |
/s/ Chan Chun Sing |
| |
Name: |
Chan Chun Sing |
| |
Title: |
Chief Executive Officer, Chairman and
Director |
Date: November 22, 2024
3
Exhibit 99.1
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars)
| | |
June 30,
2024 | | |
December 31,
2023 | |
| | |
(Unaudited) | | |
(Audited) | |
| Assets: | |
| | |
| |
| Current assets | |
| | |
| |
| Cash and cash equivalents | |
$ | 221,047 | | |
$ | 482,588 | |
| Accounts receivable, net | |
| 1,082,297 | | |
| 850,193 | |
| Prepaid expenses and other current assets | |
| 59,372 | | |
| 57,190 | |
| Total current assets | |
| 1,362,716 | | |
| 1,389,971 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 73,641 | | |
| 85,436 | |
| Right-of-use assets, net | |
| 113,697 | | |
| 170,545 | |
| Deferred offering costs | |
| 728,725 | | |
| — | |
| Total non-current assets | |
| 916,063 | | |
| 255,981 | |
| | |
| | | |
| | |
| Total assets | |
$ | 2,278,779 | | |
$ | 1,645,952 | |
| | |
| | | |
| | |
| Liabilities and Shareholders’ Equity: | |
| | | |
| | |
| Liabilities: | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 111,778 | | |
$ | 68,177 | |
| Accrued expenses and other current liabilities | |
| 75,897 | | |
| 123,182 | |
| Advance from customers | |
| — | | |
| 123,077 | |
| Short-term bank loans | |
| 448,718 | | |
| 461,538 | |
| Short-term lease liabilities | |
| 114,842 | | |
| 110,544 | |
| Due to related parties | |
| — | | |
| 203,559 | |
| Income tax payable | |
| 144,983 | | |
| 94,568 | |
| Total current liabilities | |
| 896,218 | | |
| 1,184,645 | |
| | |
| | | |
| | |
| Long-term lease liabilities | |
| — | | |
| 58,001 | |
| Total liabilities | |
| 896,218 | | |
| 1,242,646 | |
| | |
| | | |
| | |
| Commitment and contingencies | |
| — | | |
| — | |
| | |
| | | |
| | |
| Shareholders’ Equity: | |
| | | |
| | |
| Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 13,500,000 shares and 13,100,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively* | |
| 1,350 | | |
| 1,310 | |
| Additional paid-in capital | |
| 897,405 | | |
| 384,587 | |
| Accumulated other comprehensive income | |
| 613 | | |
| 2,051 | |
| Retained earnings | |
| 483,193 | | |
| 15,358 | |
| | |
| | | |
| | |
| Total shareholders’ equity | |
| 1,382,561 | | |
| 403,306 | |
| | |
| | | |
| | |
| Total liabilities and shareholders’ equity | |
$ | 2,278,779 | | |
$ | 1,645,952 | |
| * | Gives retroactive effect to reflect the reorganization in August
2024. |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS
AND COMPREHENSIVE INCOME
(Expressed in U.S. dollars)
| | |
Six Months Ended
June 30, | |
| | |
2024 | | |
2023 | |
| Revenue | |
$ | 3,181,992 | | |
$ | 2,788,050 | |
| Cost of revenue | |
| 2,225,962 | | |
| 2,012,659 | |
| Gross profit | |
| 956,030 | | |
| 775,391 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| General and administrative | |
| 412,837 | | |
| 355,410 | |
| Selling and marketing | |
| 13,218 | | |
| 11,698 | |
| Total operating expenses | |
| 426,055 | | |
| 367,108 | |
| | |
| | | |
| | |
| Income from operations | |
| 529,975 | | |
| 408,283 | |
| | |
| | | |
| | |
| Other (expense) income: | |
| | | |
| | |
| Government subsidies | |
| — | | |
| 8,536 | |
| Interest income | |
| 1,719 | | |
| 135 | |
| Interest expense | |
| (17,421 | ) | |
| (13,026 | ) |
| Other miscellaneous income | |
| 3,977 | | |
| — | |
| Total other (expense), net | |
| (11,725 | ) | |
| (4,355 | ) |
| | |
| | | |
| | |
| Income before provision for income taxes | |
| 518,250 | | |
| 403,928 | |
| Income tax expense | |
| (50,415 | ) | |
| (18,055 | ) |
| Net income | |
| 467,835 | | |
| 385,873 | |
| | |
| | | |
| | |
| Other comprehensive loss | |
| | | |
| | |
| Foreign currency translation adjustment | |
| (1,438 | ) | |
| (496 | ) |
| Total comprehensive income | |
$ | 466,397 | | |
$ | 385,377 | |
| | |
| | | |
| | |
| Basic and diluted earnings per ordinary share* | |
$ | 0.03 | | |
$ | 0.03 | |
| | |
| | | |
| | |
| Weighted average number of ordinary shares outstanding – basic and diluted* | |
| 13,418,681 | | |
| 13,100,000 | |
| * | Gives retroactive effect to reflect the reorganization in August
2024. |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF
CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(Expressed in U.S. dollars)
| | |
Ordinary
Shares
number* | | |
Ordinary
Shares
amount | | |
Additional
paid-in
capital | | |
Accumulated
other
comprehensive
income | | |
Accumulated
deficit | | |
Total
shareholders’
equity
(deficit) | |
| Balance as of December 31, 2022 | |
| 13,100,000 | | |
$ | 1,310 | | |
$ | 384,587 | | |
$ | 805 | | |
$ | (466,776 | ) | |
$ | (80,074 | ) |
| Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| 385,873 | | |
| 385,873 | |
| Foreign currency translation adjustment | |
| — | | |
| — | | |
| — | | |
| (496 | ) | |
| — | | |
| (496 | ) |
| Balance as of June 30, 2023 (Unaudited) | |
| 13,100,000 | | |
$ | 1,310 | | |
$ | 384,587 | | |
$ | 309 | | |
$ | (80,903 | ) | |
$ | 305,303 | |
| | |
Ordinary
Shares
number* | | |
Ordinary
Shares
amount | | |
Additional
paid-in
capital | | |
Accumulated
other
comprehensive
income | | |
Retained
earnings | | |
Total
shareholders’
equity | |
| Balance as of December 31, 2023 | |
| 13,100,000 | | |
$ | 1,310 | | |
$ | 384,587 | | |
$ | 2,051 | | |
$ | 15,358 | | |
$ | 403,306 | |
| Issuance of ordinary shares | |
| 400,000 | | |
| 40 | | |
| 512,818 | | |
| — | | |
| — | | |
| 512,858 | |
| Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| 467,835 | | |
| 467,835 | |
| Foreign currency translation adjustment | |
| — | | |
| — | | |
| — | | |
| (1,438 | ) | |
| — | | |
| (1,438 | ) |
| Balance as of June 30, 2024 (Unaudited) | |
| 13,500,000 | | |
$ | 1,350 | | |
$ | 897,405 | | |
$ | 613 | | |
$ | 483,193 | | |
$ | 1,382,561 | |
| * | Gives retroactive effect to reflect the reorganization in August
2024. |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Expressed in U.S. dollars)
| | |
Six Months Ended
June 30, | |
| | |
2024 | | |
2023 | |
| Cash flows from operating activities: | |
| | |
| |
| Net income | |
$ | 467,835 | | |
$ | 385,873 | |
| Adjustment to reconcile net income to net cash provided by (used in) operating activities: | |
| | | |
| | |
| Depreciation | |
| 14,050 | | |
| 13,471 | |
| Non-cash lease expense | |
| 56,848 | | |
| 75,742 | |
| Provision for expected credit losses | |
| 1,800 | | |
| 5,200 | |
| Changes in operating assets and liabilities | |
| | | |
| | |
| Accounts receivable | |
| (233,904 | ) | |
| 231,498 | |
| Prepaid expenses and other current assets | |
| (3,541 | ) | |
| (10,628 | ) |
| Due from related parties | |
| — | | |
| (164,697 | ) |
| Accounts payable | |
| 43,601 | | |
| (40,454 | ) |
| Accrued expenses and other liabilities | |
| (47,285 | ) | |
| 447,301 | |
| Advance from customers | |
| (123,077 | ) | |
| — | |
| Due to a related party | |
| (203,559 | ) | |
| (681,538 | ) |
| Income tax payable | |
| 50,415 | | |
| 18,055 | |
| Lease liabilities | |
| (53,703 | ) | |
| (76,742 | ) |
| Net cash (used in) provided by operating activities | |
| (30,520 | ) | |
| 203,081 | |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Purchase of property and equipment | |
| (2,255 | ) | |
| (1,114 | ) |
| Net cash used in investing activities | |
| (2,255 | ) | |
| (1,114 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from short-term bank loans | |
| 743,590 | | |
| 1,025,641 | |
| Repayments of short-term bank loans | |
| (756,410 | ) | |
| (1,282,052 | ) |
| Proceeds from issuance of ordinary shares | |
| 512,858 | | |
| — | |
| Deferred offering costs | |
| (728,725 | ) | |
| — | |
| Net cash used in financing activities | |
| (228,687 | ) | |
| (256,411 | ) |
| | |
| | | |
| | |
| Effect of foreign exchange rate on cash | |
| (79 | ) | |
| (116 | ) |
| | |
| | | |
| | |
| Net decrease in cash and cash equivalents | |
| (261,541 | ) | |
| (54,560 | ) |
| Cash and cash equivalents at beginning of the period | |
| 482,588 | | |
| 237,449 | |
| Cash and cash equivalents at end of the period | |
$ | 221,047 | | |
$ | 182,889 | |
| | |
| | | |
| | |
| Supplemental disclosure of cash flows information: | |
| | | |
| | |
| Cash paid during the period for: | |
| | | |
| | |
| Interest expense | |
$ | 17,421 | | |
$ | 13,026 | |
| Income tax | |
$ | — | | |
$ | — | |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
CLICK HOLDINGS LIMITED
AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL BUSINESS
Click Holdings Limited (“Click
Holdings”) was incorporated on January 31, 2024 in the British Virgin Islands (“BVI”). Click Holdings is a holding
company without any operations and owns two companies and their subsidiaries that are incorporated in Hong Kong (collectively, the
“Company”).
On October 9, 2024, the Company
consummated the initial public offering (“IPO”) of 1,400,000 ordinary shares, par value of $0.0001 per share at $4.00 per
share. The ordinary shares of Click Holdings began trading on the Nasdaq Capital Market under the ticker symbol “CLIK”.
The Company is a human resources
solutions provider primarily focused on talent sourcing and the provision of temporary and permanent personnel in: (i) professional, (ii)
nursing, and (iii) logistics and other services.
Business Reorganization
A reorganization of the
Company’s legal entity structure was completed in August 2024. The reorganization involved the incorporation of Click Holdings
in January 2024, and the equity transfer of Booming Voice Limited (“Booming Voice”) and Diligent Yield Investment
Development Limited (“Diligent Yield”) to Click Holdings in February 2024. This transaction was treated as a
reorganization of the companies under common control and the Company’s unaudited condensed consolidated financial statements
(“unaudited condensed CFS”) give retroactive effect to this transaction.
Click Holdings
Click Holdings was incorporated
on January 31, 2024 and owned by Mr. Chan Chun Sing (“Mr. Chan”).
On February 4, 2024, Click
Holdings acquired the share capital of Booming Voice from Mr. Chan by allotting shares to Circuit Delight Limited (“Circuit
Delight”) upon the direction Mr. Chan and the consent of Circuit Delight.
On February 5, 2024, Click
Holdings acquired the share capital of Diligent Yield from Ms. Leung Wing Shan (“Ms. Leung”) by allotting shares to Classic
Impact Limited (“Classic Impact”), a wholly owned company of Ms. Leung upon the direction of Ms. Leung and the consent of
Classic Impact.
On February 7, 2024, Circuit
Delight and Tactical Command Limited (“Tactical Command”) entered into an agreement, pursuant to which, Circuit Delight (as
vendor) sold, and Tactical Command (as purchaser) bought the Shares (“Transaction 1”).
On February 7, 2024, Circuit
Delight and Happy Blazing Limited (“Happy Blazing”) entered into an agreement, pursuant to which, Circuit Delight (as vendor)
sold, and Happy Blazing (as purchaser) bought the Shares (“Transaction 2”, together with Transaction 1, the “Transactions”).
On February 7, 2024, each of
Solid Attack Limited (“Solid Attack”), Massive Pride Limited (“Massive Pride”) and Ahead Champion Limited (“Ahead
Champion”) entered into a subscription agreement with Click Holdings, pursuant to which, Click Holdings sold and Solid Attach, Massive
Pride and Ahead Champion bought new 400,000 ordinary Shares (collectively, the “Subscriptions”) for a total consideration of $512,858.
On August 16, 2024, in accordance
with the members’ resolutions of February 4, 2024 and August 16, 2024, the Company completed the filing of amended Memorandum and
Articles of Association with the respective registry that included the share subdivision and the surrender of respective shares (see Note
11).
Upon completion of the Transactions
and the Subscriptions, Click Holdings was owned by Circuit Delight, Classic Impact, Solid Attack, Massive Pride, Ahead Champion, Tactical
Command, and Happy Blazing.
The Company is under common control of same group of shareholders before
and after the reorganization. The unaudited condensed CFS are prepared on the basis as if the reorganization became effective as of the
beginning of the first period presented in the unaudited condensed CFS.
Booming Voice
Booming Voice was incorporated
in the BVI with limited liability on October 25, 2023. After the reorganization, it became a wholly owned subsidiary of Click Holdings.
It holds 100% of JFY Corporate Services Company Limited (“JFY Corporate”), and has no operations since its incorporation.
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL BUSINESS
(cont.)
Diligent Yield
Diligent Yield was incorporated
in the BVI with limited liability on October 1, 2021. After the reorganization, it became a wholly owned subsidiary of Click Holdings.
It holds 100% of Click Services Limited (“Click Services”), and had no operations since its incorporation.
JFY Corporate
JFY Corporate was incorporated
on May 8, 2017 focusing on providing human resources solution professional services, including accounting and auditing, company secretarial,
and financial and compliance advisory. Upon completion of the reorganization, JFY Corporate became an indirectly wholly-owned subsidiary
of the Company.
Click Services
Click Services was incorporated
on August 28, 2020 focusing on providing human resources solution nursing services and logistic and other services. Upon the completion
of the reorganization, Click Services became an indirectly wholly-owned subsidiary of the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis
of presentation and consolidation
The unaudited condensed CFS
and related notes include all the accounts of the Click Holdings and its wholly owned subsidiaries. All intercompany transactions were
eliminated in consolidation. While these unaudited condensed CFS are prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”), they do not include all the information required for annual financial
statements and should be read in conjunction with the audited CFS and accompanying notes for the years December 31, 2023 and 2022, filed
by Click Holdings in its Form 424B5 with the Securities Exchange Commission on October 9, 2024.
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(cont.)
B. Use of estimates and assumptions
The preparation of unaudited condensed CFS in conformity with U.S. GAAP
requires management to make certain estimates and assumptions that affect the amounts reported and disclosed in the unaudited condensed
CFS and related notes. Significant accounting estimates include the allowance for expected credit losses on accounts receivable and other
receivables and useful life of property and equipment. Actual amounts could differ from those estimates.
C. Functional currency and foreign
currency translation
The reporting currency of the
Company is the U.S. dollar (“US$”), and the functional currency is the Hong Kong dollar (“HK$”) as Hong Kong
is the primary economic environment in which the Company operates.
The unaudited condensed CFS of the Company are prepared using HK$,
and translated into the Company’s reporting currency, US$. Monetary assets and liabilities denominated in currencies other than
the reporting currency are translated into the reporting currency at the rate of exchange prevailing at the balance sheet date. Revenue
and expenses are translated using the average rates during each reporting period, and shareholders’ equity is translated at historical
exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement
of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Adjustments resulting
from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders’ equity.
Translation of amounts from
HK$ into US$ has been made at the following exchange rates:
| Balance sheet items, except for equity accounts: | |
|
| As of June 30, 2024 | |
HK$7.81 to US$1 |
| As of December 31, 2023 | |
HK$7.81 to US$1 |
| | |
|
| Statement of operations and cash flow items: | |
|
| Six months ended June 30, 2024 | |
HK$7.82 to US$1 |
| Six months ended June 30, 2023 | |
HK$7.84 to US$1 |
D. Recently
issued accounting pronouncements
In December 2023, the
FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures requiring enhancements and further transparency
to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years
beginning after December 15, 2024 on a prospective basis and retroactive application is permitted. The Company but does not expect
the adoption of this standard to have a material impact on the unaudited condensed CFS.
The Company does not believe
other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on its unaudited
condensed CFS.
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. ACCOUNTS RECEIVABLE
The Company expects its accounts
receivable will be substantially settled within 90 days from the invoice date.
Below is an analysis of the
movements in the allowance for expected credit losses:
| | |
Six Months Ended
June 30, | |
| | |
2024 | | |
2023 | |
| Balance at beginning of the period | |
$ | 5,200 | | |
$ | — | |
| Additions | |
| 1,800 | | |
| 5,200 | |
| Balance at end of the period | |
$ | 7,000 | | |
$ | 5,200 | |
As of November 18, 2024, the Company collected approximately $953,000,
or 88.1%, of the accounts receivable as of June 30, 2024. The Company is not aware of any collection risk on the remaining balance.
4. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other
current assets consist of the following:
| | |
As of | |
| | |
June 30,
2024 | | |
December 31,
2023 | |
| | |
| | |
(Audited) | |
| Prepaid expenses | |
$ | 12,100 | | |
$ | 14,718 | |
| Deposits | |
| 47,272 | | |
| 42,472 | |
| Prepaid expenses and other current assets | |
$ | 59,372 | | |
$ | 57,190 | |
5. PROPERTY AND EQUIPMENT, NET
Property and equipment, net,
are as follows:
| | |
As of | |
| | |
June 30,
2024 | | |
December 31,
2023 | |
| | |
| | |
(Audited) | |
| Office equipment and other | |
$ | 49,589 | | |
$ | 47,334 | |
| Leasehold improvement | |
| 92,653 | | |
| 92,653 | |
| Less: accumulated depreciation | |
| (68,601 | ) | |
| (54,551 | ) |
| Property and equipment, net | |
$ | 73,641 | | |
$ | 85,436 | |
During the six months ended
June 30, 2024 and 2023, the Company recorded depreciation expense of $14,050 and $13,471, respectively.
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6. BANK LOANS
The Company’s bank loans
are revolving loans denominated in HK$ from a bank in Hong Kong, and are due and renewable every three months.
As of June 30, 2024 and December 31, 2023 (audited), bank loans
were HK$3,500,000 (US$448,718) and HK$3,600,000 (US$461,538) respectively with interest from 5.47% to 6.11% (2023: 6.37% to 7.15%). The
bank loans are secured by (i) a personal undertaking and guarantee by Ms. Leung (spouse of Mr. Chan, Chairman and CEO of the Company)
and (ii) a security interest in a premise owned by Ms. Leung.
7. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
Lease
The Company determines if a
contract is a lease at inception. The Company has a lease for office space and facilities. All leases are classified as operating leases.
Supplemental balance sheet
information for the Company’s operating lease as of June 30, 2024 and December 31, 2023 was as follows:
| | |
2024 | | |
2023 | |
| | |
| | |
(Audited) | |
| Right-of-use assets | |
$ | 113,697 | | |
$ | 170,545 | |
| Short-term lease liabilities | |
| 114,842 | | |
| 110,544 | |
| Long-term lease liabilities | |
| — | | |
| 58,001 | |
| Weighted-average remaining lease term | |
| 1.0 year | | |
| 1.5 years | |
| Weighted-average discount rate | |
| 4.125 | % | |
| 4.125 | % |
As of June 30, 2024, the lease
has a remaining term of 1 year. The lease contains renewal options for periods from two to five years. Because the Company is
not reasonably certain to exercise these renewal options, the options are not included in the lease term, and associated potential option
payments are excluded from lease payments.
Maturities of operating lease
liabilities at June 30, 2024 are:
| 12 months ending June 30, 2024, | |
| |
| June 30, 2025 | |
$ | 117,376 | |
| Less: imputed interest | |
| (2,534 | ) |
| Total lease liabilities | |
$ | 114,842 | |
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8. INCOME TAXES
British Virgin Islands
Under the current laws of the
BVI, the Company is not subject to income tax.
Hong Kong
Under the two-tiered profit
tax rate regime of Hong Kong Profits Tax, the first HK$2,000,000 ($256,410), of profits of the qualifying group entity is taxed at
8.25%, and profits above HK$2,000,000 ($256,410) are taxed at 16.5%.
The income tax provision for
the six months ended June 30, 2024 and 2023 consists of the following:
| | |
2024 | | |
2023 | |
| Current tax | |
$ | 50,415 | | |
$ | 18,055 | |
| Deferred tax | |
| — | | |
| — | |
| Income tax expense | |
$ | 50,415 | | |
$ | 18,055 | |
The following is a reconciliation
of the statutory tax rate to the effective tax rate for the six months ended June 30, 2024 and 2023, respectively.
| | |
2024 | | |
2023 | |
| Hong Kong statutory income tax rate | |
| 16.5 | % | |
| 16.5 | % |
| Effect of Hong Kong graduated rates | |
| (4.1 | )% | |
| (5.2 | )% |
| Effect of non-deductible expense | |
| 0.2 | % | |
| 0.3 | % |
| Effect of non-taxable income | |
| (0.7 | )% | |
| (1.0 | )% |
| Effect of tax losses not recognized | |
| — | | |
| 0.6 | % |
| Effect of utilization of tax losses brought forward | |
| (2.2 | )% | |
| (6.7 | )% |
| Effective tax rate | |
| 9.7 | % | |
| 4.5 | % |
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8. INCOME TAXES (cont.)
The principal components of
deferred tax assets are as follows:
| | |
As of | |
| | |
June 30,
2024 | | |
December 31,
2023 | |
| | |
| | |
(Audited) | |
| Net operating loss carrying forwards | |
$ | 4,327 | | |
$ | 15,869 | |
| Less: valuation allowance | |
| (4,327 | ) | |
| (15,869 | ) |
| Total deferred tax assets | |
$ | — | | |
$ | — | |
As of June 30, 2024 and December 31,
2023 (audited), the Company had net operating loss carrying forwards of US$26,000 and US$96,000, respectively, attributable to the Hong Kong
subsidiaries. The cumulative tax losses for entities in Hong Kong will not expire under the current tax legislation. The Company
evaluates its valuation allowance at the end of each reporting period by reviewing all available evidence, both positive and negative,
and considering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change
in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is
generally reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary difference
ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available
under applicable tax law. As of June 30, 2024 and December 31, 2023 (audited), the Company provided full valuation allowance against
the deferred tax assets because the Company assessed the deferred tax assets would not be realized.
9. REVENUE AND SEGMENT INFORMATION
The Company has three reportable
segments:
| 1. | Professional solution services — delivery of
accounting and auditing, company secretarial, and financial and compliance advisory services; |
| 2. | Nursing solution services — delivery of temporary
healthcare services to institutional clients, including social service organizations and nursing home and individuals; and |
| 3. | Logistics and other solution services — delivery
of logistic and warehouse human resources solution services to corporate customers. |
Corporate and unallocated — included
in Corporate and unallocated are operating expenses that are not directly allocated to the individual business units. These expenses primarily
consist of operating lease cost, certain staff costs, and other various general and administrative expenses.
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. REVENUE AND SEGMENT INFORMATION (cont.)
Segment information for the six
months ended June 2024 and 2023 is presented below. Management does not manage the assets on a segment basis, therefore segment assets
are not presented below.
| | |
For the six months ended June 30, 2024 | |
| | |
Professional
solution
services | | |
Nursing
solution
services | | |
Logistics
and other
solution
services | | |
Corporate
and
unallocated | | |
Total | |
| Revenue | |
$ | 1,008,729 | | |
$ | 677,640 | | |
$ | 1,495,623 | | |
$ | — | | |
$ | 3,181,992 | |
| Cost of revenue | |
| 382,416 | | |
| 604,520 | | |
| 1,239,026 | | |
| — | | |
| 2,225,962 | |
| Gross profit | |
| 626,313 | | |
| 73,120 | | |
| 256,597 | | |
| — | | |
| 956,030 | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
| 299,789 | | |
| 31,056 | | |
| 32,279 | | |
| 49,713 | | |
| 412,837 | |
| Selling and marketing | |
| — | | |
| — | | |
| — | | |
| 13,218 | | |
| 13,218 | |
| Total operating expenses | |
| 299,789 | | |
| 31,056 | | |
| 32,279 | | |
| 62,931 | | |
| 426,055 | |
| Income (loss) from operations | |
| 326,524 | | |
| 42,064 | | |
| 224,318 | | |
| (62,931 | ) | |
| 529,975 | |
| Other income (expense) | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 1,450 | | |
| — | | |
| — | | |
| 269 | | |
| 1,719 | |
| Interest on bank loans | |
| — | | |
| — | | |
| — | | |
| (17,421 | ) | |
| (17,421 | ) |
| Other income | |
| 3,291 | | |
| — | | |
| — | | |
| 686 | | |
| 3,977 | |
| Total other income (expense) | |
| 4,741 | | |
| — | | |
| — | | |
| (16,466 | ) | |
| (11,725 | ) |
| Income (loss) before provision for income taxes | |
$ | 331,265 | | |
$ | 42,064 | | |
$ | 224,318 | | |
$ | (79,397 | ) | |
$ | 518,250 | |
| | |
For the six months ended June 30, 2023 | |
| | |
Professional
solution
services | | |
Nursing
solution
services | | |
Logistics
and other
solution
services | | |
Corporate
and
unallocated | | |
Total | |
| Revenue | |
$ | 967,272 | | |
$ | 954,415 | | |
$ | 866,363 | | |
$ | — | | |
$ | 2,788,050 | |
| Cost of revenue | |
| 449,251 | | |
| 820,749 | | |
| 742,659 | | |
| — | | |
| 2,012,659 | |
| Gross profit | |
| 518,021 | | |
| 133,666 | | |
| 123,704 | | |
| — | | |
| 775,391 | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
| 242,648 | | |
| 30,872 | | |
| 40,359 | | |
| 41,531 | | |
| 355,410 | |
| Selling and marketing | |
| — | | |
| — | | |
| — | | |
| 11,698 | | |
| 11,698 | |
| Total operating expenses | |
| 242,648 | | |
| 30,872 | | |
| 40,359 | | |
| 53,229 | | |
| 367,108 | |
| Income (loss) from operations | |
| 275,373 | | |
| 102,794 | | |
| 83,345 | | |
| (53,229 | ) | |
| 408,283 | |
| Other income (expense) | |
| | | |
| | | |
| | | |
| | | |
| | |
| Government subsidies | |
| — | | |
| — | | |
| — | | |
| 8,536 | | |
| 8,536 | |
| Interest income | |
| 2 | | |
| — | | |
| — | | |
| 133 | | |
| 135 | |
| Interest on bank loans | |
| — | | |
| — | | |
| — | | |
| (13,026 | ) | |
| (13,026 | ) |
| Total other income (expense) | |
| 2 | | |
| — | | |
| — | | |
| (4,357 | ) | |
| (4,355 | ) |
| Income (loss) before provision for income taxes | |
$ | 275,375 | | |
$ | 102,794 | | |
$ | 83,345 | | |
$ | (57,586 | ) | |
$ | 403,928 | |
The Company’s assets,
including non-current assets are in Hong Kong, are without any specific designation, and are used to generate the Company’s revenue
streams that are all sourced in Hong Kong.
The Company does not have
a concentration of its revenue with specific customers. During the six months ended June 30, 2024 and 2023, there were no customers that
accounted for more than 20% of the Company’s revenue.
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10. RELATED PARTY TRANSACTIONS AND BALANCES
Related parties:
| Name of related parties | |
Relationship with the Company |
| JFY & Co. | |
A customer of the Company controlled by Mr. Chan (Note 1) |
| JFY CPA Limited | |
A customer of the Company controlled by Mr. Chan (Note 1) |
| Note 1: | Mr. Chan is the controlling shareholder of these entities
and Click Holdings. |
Included in the Company’s
revenue for the six months ended June 30, 2024 and 2023 is $nil and $291,494 from related parties, respectively. The details are as follows:
| Name of related parties | |
2024 | | |
2023 | |
| JFY & Co. | |
$ | — | | |
$ | 64,324 | |
| JFY CPA Limited | |
| — | | |
| 227,170 | |
| Total | |
$ | — | | |
$ | 291,494 | |
Included in the Company’s
expenses for the six months ended June 30, 2024 and 2023 are allocated expenses of $nil and $101,451 from related parties, respectively.
The details are as follows:
| Name of related parties | |
2024 | | |
2023 | |
| JFY & Co. | |
$ | — | | |
$ | (14,410 | ) |
| JFY CPA Limited | |
| — | | |
| (87,041 | ) |
| Total | |
$ | — | | |
$ | (101,451 | ) |
Due to related parties
As of June 30, 2024 and December 31,
2023, due to related parties consists of the following:
| | |
As of | |
| Name of related parties | |
June 30,
2024 | | |
December 31,
2023 | |
| | |
| | |
(Audited) | |
| Mr. Chan | |
$ | — | | |
$ | (203,559 | ) |
| Total | |
$ | — | | |
$ | (203,559 | ) |
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10. RELATED PARTY TRANSACTIONS AND BALANCES
(cont.)
The amount due to Mr. Chan
as at December 31, 2023 of US$203,559 was non-interest bearing and repayable on demand.
11. SUBSEQUENT EVENTS
In preparing these unaudited condensed CFS, the Company evaluated events
and transactions for potential recognition or disclosure through the date of this report. No other events require adjustment to or disclosure
in the unaudited condensed CFS other than the following:
| ● | In connection with the planned IPO, the Company completed a
reorganization of its corporate structure in August 2024. |
| ● | On August 16, 2024, in accordance with the members’ resolutions
on February 4, 2024 and August 16, 2024, the Company subdivided each issued and unissued share into 10,000 shares and the Company is authorized
to issue 500,000,000 shares of par value US$0.0001 each. |
| ● | On October 9, 2024, the Company consummated the IPO of 1,400,000
ordinary shares at $4.00 per share. The ordinary shares of Click Holdings began trading on the Nasdaq Capital Market under the ticker
symbol “CLIK”. |
F-15
Exhibit 99.2
CLICK HOLDINGS LIMITED
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
for the Six Months Ended June 30, 2024
The following discussion and analysis should be read in conjunction
with our unaudited condensed consolidated financial statements and related notes thereto.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains certain statements that may be deemed “forward-looking
statements” within the meaning of United States of America securities laws. All statements, other than statements of
historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate and similar expressions
or future conditional verbs such as will, should, would, could or may occur in the future are forward-looking statements. Such statements
are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors they believe to be appropriate. These statements include, without
limitation, statements about our anticipated expenditures, the potential size of the market for our services, future development
and/or expansion of our services in our markets, our ability to generate revenues. Our actual results will likely differ, perhaps
materially, from those anticipated in these forward-looking statements as a result of macroeconomic factors, The forward-looking statements
included in this report are subject to a number of additional material risks and uncertainties, including but not limited to the risks
described in our filings with the Securities and Exchange Commission.
The following discussion and analysis of our financial condition
and results of operations should be read together with our financial statements and the related notes to those statements included in
this filing. In addition to historical financial information, this discussion may contain forward-looking statements reflecting our current
plans, estimates, beliefs and expectations that involve risks and uncertainties. As a result of many important factors, our actual results
and the timing of events may differ materially from those anticipated in these forward-looking statements.
Results of Operations
Six Months Ended June 30, 2024 Compared to Six Months Ended June
30, 2023
Revenue
Revenue increased by approximately $0.4 million or 14.3% from approximately
$2.8 million for the six months ended June 30, 2023 (“6M2023”) to approximately $3.2 million for the six months ended June
30, 2024 (“6M2024”), mainly because of the increase in revenue from the provision of logistics and other solution services
of approximately $0.6 million partially offset by the decrease in revenue from the provision of nursing solution services of approximately
$0.3 million. The increase in revenue from the provision of logistics and other solution services was mainly attributable to the rapid
expansion of this sector during the 6M2024 in particular the additional demand for placement of works from a major customer starting in
April 2024. Revenue contribution from the provision of logistics and other solution services increased from approximately 31.1% in 6M2023
to 47.0% in 6M2024.
Cost of revenue
Cost of revenue increased by approximately $0.2
million or 10.0% from approximately $2.0 million in 6M2023 to approximately $2.2 million in 6M2024. Such increase was due to the increase
in costs to vendors in relation to the logistics and other solution services.
Gross profit
Gross profit increased by approximately $0.2 million,
or 25.0%, from $0.8 million in 6M2023 to $1.0 million in 6M2024, which was primarily due to (i) an improvement in gross profit margin
for the provision of professional solution services; and (ii) increase in revenue from the provision of logistics and other solution services
in 6M2024. Gross profit margin increased from approximately 27.8% in 6M2023 to 30.0% in 6M2024. The increase in gross profit margin in
6M2024 was mainly attributable to the departure of certain employees resulting in reduction in cost of revenue and increase in gross profit
margin for professional solutions services in 6M2024.
General and administrative expenses
General and administrative expenses were approximately
13.0% and 12.7% of total revenue in 6M2024 and 6M2023, respectively. The increase in general and administrative expenses by approximately
$57,427, or 16.2%, was mainly due to the increase in staff costs of back office for the expansion of operation in 6M2024.
Other expense, net
Other expense, net increased by approximately
169.2% from $4,355 in 6M2023 to $11,725 in 6M2024, which was mainly due to the increase in interest expense on bank loans.
Income tax expense
Income tax expense was $50,415 and $18,055 for
each of the six months ended June 30, 2024 and 2023, respectively. The increase was mainly due to the increase in net income before provision
for income taxes. The income before provision of income tax in 6M2023 was partly absorbed by the tax loss carried forwards from the year
ended 31 December 2022, thus less income tax expense was provided in 6M2023.
Net income
We recorded net income of approximately $0.5 million
in 6M2024, compared to approximately $0.4 million in 6M2023. Such increase was attributable to the increase in revenue and gross profit
margin, partially offset by the increase in general and administrative expense in 6M2024.
Basic and diluted EPS
Basic and diluted EPS remained stable at approximately
$0.03 per ordinary share for 6M2024 and 6M2023, respectively.
Liquidity and Capital Resources
We financed our operations primarily through cash
flows from operations and loans from banks, if necessary. As of June 30, 2024, we had cash and cash equivalents of $221,047 and outstanding
bank loans of $448,718. The bank loans bore interest ranging from 5.47% to 6.11%. As of June 30, 2024, our current assets were approximately
$1.4 million, and our current liabilities were approximately $0.9 million. As of December 31, 2023, our current assets were approximately
$1.4 million, and our current liabilities were approximately $1.2 million. Our current ratio improved from approximately 1.2 for the year
ended December 31, 2023 to 1.6 in 6M2024.
Cash Flow
The following summarizes the key components of
our cash flows for 6M2024 and 6M2023:
Operating Activities
For 6M2024 and 6M2023, our net cash used in
or provided by operating activities were primarily derived from cash inflow from our net income adjusted for (i) net non-cash expenses
comprising depreciation, non-cash lease expense, and provision for expected credit losses, and (ii) net change in operating assets and
liabilities, including accounts receivable, prepaid expenses and other current assets, due from related parties, accounts payable, accrued
expenses and other liabilities, advance from customers, due to a related party, income tax payable and lease liabilities.
Net cash used in operating activities was $30,520
for 6M2024 compared to net cash provided by operating activities of $203,081 for 6M2023, representing a decrease of $233,601. Such decrease
was primarily due to unfavorable net change in operating assets and liabilities, partially offset by the increase in net income.
Investing activities
Net cash used in investing activities for 6M2024
and 6M2023 were $2,255 and $1,114, respectively, which represent cash payment for purchase of property and equipment.
Financing activities
For 6M2024, net cash used in financing activities
was approximately $0.2 million, mainly consisted of repayments on bank loans of approximately $0.8 million and deferred offering cost
of approximately $0.7 million, which were offset by proceeds from bank loans of approximately $0.7 million and proceeds from issuance
of ordinary shares of approximately $0.5 million. For 6M2023, net cash used in financing activities was approximately $0.3 million, mainly
consisted of repayments on bank loans of approximately $1.3 million, which were offset by proceeds from bank loans of approximately $1.0
million.
For more information, please contact:
Click Holdings Limited
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
Email: admin@clickholdings.com.hk
Phone: +852 2691 8200
Exhibit 99.3
Click Holdings Limited
Reports Strong Growth in the First Half of 2024 Financial Results
Hong Kong, November 22, 2024 (GLOBE NEWSWIRE)
-- Click Holdings Limited (“Click Holdings” or “we” or “us”, NASDAQ: CLIK) and its subsidiaries (collectively,
the “Company”), a human resources solutions provider based in Hong Kong, announced its unaudited financial results for the
six months ended June 30, 2024.
In the first half of 2024, total revenue increased
by approximately 14.3%
We achieved steady growth over the past six months
and continued to consolidate its market position in the human resources solutions sector. In the first half of 2024, the Company achieved
total revenue of approximately $3.2 million.
In the first half of 2024, net income increased
by approximately 25.0%
We have realized an improvement in our gross profit margin within
our business. During the first half of 2024, the Company reported a net income of approximately $0.5 million, marking a notable increase
of approximately 25.0% compared to that of approximately $0.4 million for the same period in 2023.
Updates on principal sectors
Professional solution services: This sector
contributed approximately 31.7% of the Company’s total revenue, amounting to approximately $1.0 million. The services provided by
us include (i) the secondment of senior executives such as chief financial officers and company secretaries to perform compliance, financial
reporting and financial management functions for customers; (ii) the provision of accounting and audit professionals to perform audit
work under the instruction of Certified Public Accountant firms; and (iii) the provision of corporate finance experts to assist in drafting
of documents including circulars, announcements and others for Hong Kong listed companies and listing documents for private companies
planning to go public.
Nursing solution services: This sector
generated approximately $0.7 million in revenue, representing approximately 21.3% of the Company’s total revenue. We provide human
resources solutions to social service organizations and nursing homes by matching both temporary and permanent vacancies with candidates
in our extensive talent pool.
Logistics and other solution services:
This sector brought in approximately $1.5 million in revenue, representing approximately 47.0% of the Company’s total revenue. We
provide human resources solutions by matching workers such as packaging staff and movers from our talent pool with both temporary and
permanent vacancies offered by our customers. The strong growth in revenue from this sector of approximately 72.6% reflected the rapid
expansion of this sector during the six months ended June 30, 2024 in particular the additional demand for placement of works from a major
customer starting in April 2024.
Outlook
Amid a challenging but promising market environment
in Hong Kong, we will continue to focus on enhancing service quality and fulfillment capabilities to meet the ever-changing
needs of our customers. Furthermore, we will actively pursue fresh business prospects to extend its market presence. Moving forward, our
management holds a positive outlook on the long-term potential of the Company.
About Click Holdings Limited
We are a human resources solutions provider, specializing
in offering comprehensive human resources solutions in three principal sectors, namely (i) professional solution services, (ii) nursing
solution services, and (iii) logistics and other solution services. We are primarily focused on talent sourcing and the provision of temporary
and permanent personnel to customers. Our primary market is in Hong Kong and our diverse clientele includes accounting and professional
firms, Hong Kong listed companies, nursing homes, individual patients, logistics companies and warehouses.
For more information on the Company and its filings, which are available
for review at www.sec.gov.
Safe Harbor Statement
Certain statements in this announcement are forward-looking
statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current
expectations and projections about future events that the Company believes may affect its financial condition, results of operations,
business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,”
“will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,”
“believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The
Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or
circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed
in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company
cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors
that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for
review at www.sec.gov.
For enquiry, please contact:
Click Holdings Limited
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
Email: admin@clickholdings.com.hk
Phone: +852 2691 8200
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