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Parent Only Financial Information
6 Months Ended 12 Months Ended
Jun. 30, 2025
Dec. 31, 2024
Parent Only Financial Information [Abstract]    
PARENT ONLY FINANCIAL INFORMATION

20. PARENT ONLY FINANCIAL INFORMATION

The following presents condensed parent company only financial information of Neo-Concept International Group Holdings Limited.

Condensed balance sheets

 

As of
December 31,
2024

 

As of June 30, 2025

   

HKD

 

HKD

 

US$

Current assets

   

 

   

 

   

 

Amount due from the subsidiaries

 

35,644,714

 

 

32,580,877

 

 

4,150,483

 

Cash and cash equivalents

 

15,851

 

 

248

 

 

32

 

   

35,660,565

 

 

32,581,125

 

 

4,150,515

 

Non-current assets

   

 

   

 

   

 

Intangible assets

 

13,541,442

 

 

12,299,800

 

 

1,566,873

 

Interests in a subsidiary

 

780

 

 

780

 

 

99

 

   

13,542,222

 

 

12,300,580

 

 

1,566,972

 

Total assets

 

49,202,787

 

 

44,881,705

 

 

5,717,487

 

     

 

   

 

   

 

Liabilities and shareholders’ equity

   

 

   

 

   

 

Current liabilities

   

 

   

 

   

 

Accrual

 

1,087,478

 

 

543,739

 

 

69,267

 

Total liabilities

 

1,087,478

 

 

543,739

 

 

69,267

 

     

 

   

 

   

 

Shareholders’ equity

   

 

   

 

   

 

Class A Ordinary shares $0.0003125 par value, 156,000,000 Class A shares authorized, and 3,460,000 shares issued and outstanding as of December 31, 2024 and June 30, 2025*

 

8,443

 

 

8,443

 

 

1,076

 

Cass B Ordinary shares, US$0.0003125 par value, 20,000,000 shares authorized, and 600,000 shares issued and outstanding as of December 31, 2024 and June 30, 2025*

 

1,463

 

 

1,463

 

 

186

 

Additional paid-up capital

 

50,994,645

 

 

50,994,645

 

 

6,496,215

 

Accumulated losses

 

(2,889,242

)

 

(6,666,585

)

 

(849,257

)

Total shareholders’ equity

 

48,115,309

 

 

44,337,966

 

 

5,648,220

 

Total liabilities and shareholders’ equity

 

49,202,787

 

 

44,881,705

 

 

5,717,487

 

*        Giving retroactive effect to (i) a share re-classification to 780,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares on March 3, 2025 and (ii) share consolidation of 5 to 1 on June 16, 2025.

Condensed statements of loss

 

For the six months ended June 30,

   

2024

 

2025

 

2025

   

HKD

 

HKD

 

US$

Operating expenses

           

Amortization of intangible asset

 

 

1,241,642

 

158,173

Professional fee

 

 

2,177,751

 

277,424

Other general and administrative expenses

 

7,500

 

357,950

 

45,599

Total operating expenses

 

7,500

 

3,777,343

 

481,196

Loss before income taxes

 

7,500

 

3,777,343

 

481,196

Income taxes

 

 

 

Net loss

 

7,500

 

3,777,343

 

481,196

Condensed statements of cash flows

 

For the six months ended June 30,

   

2024

 

2025

 

2025

   

HKD

 

HKD

 

US$

Cash flows from operating activities

   

 

   

 

   

 

Net loss

 

(7,500

)

 

(3,777,343

)

 

(481,196

)

Adjustments to reconcile net loss to net cash used in operating activities

   

 

   

 

   

 

Amortization of intangible assets

 

 

 

1,241,642

 

 

158,173

 

Accrual

 

 

 

(543,739

)

 

(69,267

)

Cash used in operating activities

 

(7,500

)

 

(3,079,440

)

 

(392,290

)

     

 

   

 

   

 

Cash flows from investing activity

   

 

   

 

   

 

Purchase of intangible assets

 

(15,023,180

)

 

 

 

 

Cash (used in) generated from investing activity

 

(15,023,180

)

 

 

 

 

     

 

   

 

   

 

Cash flows from financing activities

   

 

   

 

   

 

Proceeds from initial public offerings

 

50,995,776

 

 

 

 

 

Advanced from subsidiaries

 

 

 

3,063,837

 

 

390,303

 

Amount due to a related party

 

(35,948,769

)

 

 

 

 

Cash generated from financing activities

 

15,047,007

 

 

3,063,837

 

 

390,303

 

Net increase (decrease) in cash and cash equivalents

 

16,327

 

 

(15,603

)

 

(1,987

)

Cash and cash equivalents at the beginning of the
year/period

 

 

 

15,851

 

 

2,019

 

Cash and cash equivalents at the end of the year/period

 

16,327

 

 

248

 

 

32

 

(i)     Basis of presentation

The Company was incorporated under the laws of the Cayman Islands as an exempted company with limited liability on July 29, 2021 and as a holding company.

Neo-Concept Apparel Group Limited (“NCA”), a British Virgin Island business company limited by shares, is the immediate holding company of Neo-Concept International Company Limited, which, in turn, holds the entire equity interests in Neo-Concept International Company Limited, a company incorporated in Hong Kong with limited liability, and Neo-Concept (NY) Corporation, a company incorporated in the United States of America with limited liability.

The equity interest of NCA was ultimately held as to 94% by Ms. Eva Yuk Yin Siu (“Ms. Siu”) and 6% by Ms. Man Chi Wai (“Ms. Wai”) through certain intermediate holding companies.

On October 29, 2021, the entire equity interest of NCA (representing 100 shares) was transferred to the Company by Ms. Siu and Ms. Wai in exchange for 100 shares of Neo-Concept (BVI) Limited, a then 100% held subsidiary of the Company, to Splendid Vibe Limited, a company incorporated in BVI and was held as to 94% by Ms. Siu and 6% by Ms. Wai ultimately. Accordingly, NCA became a wholly owned subsidiary of the Company.

20. PARENT ONLY FINANCIAL INFORMATION

The following presents condensed parent company only financial information of Neo-Concept International Group Holdings Limited.

Condensed balance sheets

 

As of December 31,

   

2023

 

2024

 

2024

   

HKD

 

HKD

 

US$

Current assets

   

 

   

 

   

 

Amount due from the shareholder

 

8,775

 

 

 

 

 

Amount due from subsidiaries

 

 

 

35,644,714

 

 

4,588,838

 

Cash and cash equivalents

 

 

 

15,851

 

 

2,041

 

   

8,775

 

 

35,660,565

 

 

4,590,879

 

Non-current assets

   

 

   

 

   

 

Intangible assets

 

 

 

13,541,442

 

 

1,743,301

 

Interests in a subsidiary

 

780

 

 

780

 

 

100

 

   

780

 

 

13,542,222

 

 

1,743,401

 

     

 

   

 

   

 

Total assets

 

9,555

 

 

49,202,787

 

 

6,334,280

 

     

 

   

 

   

 

Liabilities and shareholders’ (deficit) equity

   

 

   

 

   

 

Current liabilities

   

 

   

 

   

 

Accrual

 

 

 

1,087,478

 

 

140,000

 

Amounts due to a subsidiary

 

149,867

 

 

 

 

 

Total liabilities

 

149,867

 

 

1,087,478

 

 

140,000

 

     

 

   

 

   

 

Shareholders’ (deficit) equity

   

 

   

 

   

 

Ordinary shares (par value $0.0000625 per share; 780,000,000 Class A ordinary shares authorized, 15,000,000 Class A ordinary shares issued and outstanding as of December 31, 2023 and 17,320,000 Class A ordinary shares issued and outstanding as of December 31, 2024; 20,000,000 Class B ordinary shares authorized, 3,000,000 Class B ordinary shares issued and outstanding as of December 31, 2023 and 2024)*

 

8,775

 

 

9,906

 

 

1,275

 

Additional paid-up capital

 

 

 

50,994,645

 

 

6,564,961

 

Accumulated losses

 

(149,087

)

 

(2,889,242

)

 

(371,956

)

Total shareholders’ (deficit) equity

 

(140,312

)

 

48,115,309

 

 

6,194,280

 

Total liabilities and shareholders’ (deficit) equity

 

9,555

 

 

49,202,787

 

 

6,334,280

 

*        Giving retroactive effect to (i) all the 11,250,000 shares issued and outstanding for a share split at a ratio of 1-to-1.6 on July 14, 2023; and (ii) a share re-classification to Class A ordinary shares and Class B ordinary shares on March 3, 2025.

Condensed statements of loss

 

For the years ended December 31,

   

2023

 

2024

 

2024

   

HKD

 

HKD

 

US$

Operating expenses

   

 

   

 

   

 

Amortization

 

 

 

1,481,738

 

 

190,756

 

Professional fee

 

 

 

1,087,478

 

 

140,000

 

Other general and administrative expenses

 

77,088

 

 

170,939

 

 

22,007

 

Total operating expenses

 

77,088

 

 

2,740,155

 

 

352,763

 

Loss before income taxes

 

(77,088

)

 

(2,740,155

)

 

(352,763

)

Income taxes

 

 

 

 

 

 

Net loss

 

(77,088

)

 

(2,740,155

)

 

(352,763

)

Condensed statements of cash flows

 

For the years ended December 31,

   

2023

 

2024

 

2024

   

HKD

 

HKD

 

US$

Cash flows from operating activities

   

 

   

 

   

 

Net loss

 

(77,088

)

 

(2,740,155

)

 

(352,763

)

Adjustments to reconcile net loss to net cash used in operating activities

   

 

   

 

   

 

Amortization of intangible assets

 

 

 

1,481,738

 

 

190,756

 

Changes in operating liability

   

 

   

 

   

 

Accrual

 

 

 

1,087,478

 

 

140,000

 

Cash used in operating activities

 

(77,088

)

 

(170,939

)

 

(22,007

)

     

 

   

 

   

 

Cash flows from investing activities

   

 

   

 

   

 

Purchase of intangible assets

 

 

 

(15,023,180

)

 

(1,934,058

)

Advance to subsidiaries

 

 

 

(50,440,589

)

 

(6,493,632

)

Cash used in investing activities

 

 

 

(65,463,769

)

 

(8,427,690

)

     

 

   

 

   

 

Cash flows from financing activities

   

 

   

 

   

 

Proceeds from initial public offerings

 

 

 

65,641,784

 

 

8,450,608

 

Advanced from the shareholder

 

 

 

8,775

 

 

1,130

 

Amount due to a related party

 

77,088

 

 

 

 

 

Cash generated from financing activities

 

77,088

 

 

65,650,559

 

 

8,451,738

 

Net increase in cash and cash equivalents

 

 

 

15,851

 

 

2,041

 

Cash and cash equivalents at the beginning of the year

 

 

 

 

 

 

Cash and cash equivalents at the end of the year

 

 

 

15,851

 

 

2,041

 

(i)     Basis of presentation

The Company was incorporated under the laws of the Cayman Islands as an exempted company with limited liability on July 29, 2021 and as a holding company.

Neo-Concept Apparel Group Limited (“NCA”), a British Virgin Island business company limited by shares, is the immediate holding company of Neo-Concept International Company Limited, which, in turn, holds the entire equity interests in Neo-Concept International Company Limited, a company incorporated in Hong Kong with limited liability, and Neo-Concept (NY) Corporation, a company incorporated in the United States of America with limited liability.

The equity interest of NCA was ultimately held as to 94% by Ms. Eva Yuk Yin Siu (“Ms. Siu”) and 6% by Ms. Man Chi Wai (“Ms. Wai”) through certain intermediate holding companies.

On October 29, 2021, the entire equity interest of NCA (representing 100 shares) was transferred to the Company by Ms. Siu and Ms. Wai in exchange for 100 shares of Neo-Concept (BVI) Limited, a then 100% held subsidiary of the Company, to Splendid Vibe Limited, a company incorporated in BVI and was held as to 94% by Ms. Siu and 6% by Ms. Wai ultimately. Accordingly, NCA became a wholly owned subsidiary of the Company.

In the condensed parent-company-only financial statements, the Company’s investment in NCA is stated at cost plus equity in undistributed earnings of NCA since the date of acquisition. The Company’s share of net loss of NCA is included in condensed statements of loss and comprehensive loss using the equity method. These condensed parent-company-only financial statements should be read in connection with the consolidated financial statements and notes thereto.

The condensed parent-company-only financial statements are presented as if the incorporation of the Company and its acquisition of NCA had taken place at January 1, 2020 and throughout the period as at the date before the Group Reorganization.

(ii)    Restricted Net Assets

Schedule I of Rule 5-04 of Regulation S-X requires the condensed financial information of registrant shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.).

The condensed parent company financial statements have to be prepared in accordance with Rule 12-04, Schedule I of Regulation S-X if the restricted net assets of the subsidiaries of Neo-Concept International Group Holdings Limited exceed 25% of the consolidated net assets of Neo-Concept International Group Holdings Limited. The abilities of the Company’s subsidiaries in Hong Kong and the United Kingdom to pay dividends are not restricted. In this connection, the restricted net assets of the subsidiaries of the Company does not exceed 25% of the consolidated net assets of the Company and accordingly the above condensed parent company only financial information of Neo-Concept International Group Holdings Limited is presented for the supplementary reference.

As of December 31, 2023 and 2024, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.