UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number: 001-42308
Click Holdings Limited
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrants name into English)
British Virgin Islands
(Jurisdiction of incorporation or organization)
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
(Address of principal executive offices)
Chan Chun Sing
Chief Executive Officer
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
Email: jeffrey.chan@jfy.hk
Telephone: +852 2691 8200
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Ordinary Share, par value $0.0001 per share | CLIK | The Nasdaq Stock Market LLC | ||
| (The Nasdaq Capital Market) | ||||
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of issued and outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the transition report.
13,500,000 Ordinary Shares, $0.0001 par value per share, as of June 30,2024.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒ No
Note Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐ | Emerging growth company ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐ Yes ☒ No
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
TABLE OF CONTENTS
| INTRODUCTION | ii | |
| EXPLANATORY NOTE | iii | |
| FORWARD-LOOKING INFORMATION | iv | |
| PART I | 1 | |
| Item 5. | Operating and Financial Review and Prospects | 1 |
| Item 8. | Financial Information | 8 |
| PART II | 9 | |
| Item 13. | Defaults, Dividend Arrearages and Delinquencies | 9 |
| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 9 |
| PART III | 10 | |
| Item 17. | Financial Statements | 10 |
| Item 18. | Financial Statements | 10 |
| Item 19. | Exhibits | 10 |
| SIGNATURES | 11 | |
| INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | F-1 | |
i
Unless otherwise indicated or the context otherwise requires, references in this transition report on Form 20-F, or Transition Report, to:
| ● | $, US$, or U.S. dollars refers to the lawful currency of the United States; |
| ● | BVI refers to British Virgin Islands; |
| ● | China, mainland China, or the PRC refers to the Peoples Republic of China, for the purposes of this report, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan; |
| ● | Click Holdings, the Company, or our Company refers to Click Holdings Limited; |
| ● | Controlling Shareholders refers to Mr. Chan Chun Sing and his spouse, the ultimate beneficial owners of Ordinary Shares representing 79.04% of the issued shares; |
| ● | Group, our, us, or we refers to the Company and its subsidiaries; |
| ● | HK$, HKD, or HK dollars refers to the lawful currency of Hong Kong; and |
| ● | Shares or Ordinary Shares refer to our ordinary shares, par value of US$0.0001 per Share. |
The reporting currency of the Company is US$, and the functional currency is HK$ as Hong Kong is the primary economic environment in which the Company operates. We make no representation that any HKD or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or HKD, as the case may be, at any particular rate, or at all. Unless otherwise noted, all translation of amounts from HK$ into US$ in this Transition Report 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 |
ii
On November 22, 2024, the board of directors of Click Holdings Limited approved a change of fiscal year end from December 31 to June 30 beginning from July 1, 2024, to enable us to allocate sufficient resources to our professional solution services during the peak seasons of the first and second quarters, while allowing us to concentrate on audit work and strategic planning post-peak seasons. As a result, we are required to file this Transition Report on Form 20-F for the six-month transition period of January 1, 2024 to June 30, 2024. After filing the Transition Report, our next fiscal year will be the fiscal year ending June 30, 2025. Unless otherwise noted, all references to fiscal year in this Transition Report on Form 20-F refer to the fiscal year which, prior to the transition period, ended on December 31. Our condensed consolidated financial statements for the transition period from January 1, 2024 to June 30, 2024 prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) are unaudited. We note that this Transition Report on Form 20-F is filed pursuant to Rule 13a-10(g)(4) of the Securities Exchange Act of 1934, as amended, which permits us to respond to only Items 5, 8.A.7., 13, 14 and 17 or 18 of Form 20-F.
iii
This Transition Report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events. Know and unknown risks, uncertainties and other factors, including those listed under the caption Risk Factors of Click Holdings Form 424B5 (Prospectus) filed with the Securities Exchange Commission (SEC) on October 9, 2024, may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as may, will, expect, anticipate, aim, estimate, intend, plan, believe, is/are likely to, potential, continue or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, operating results, business strategy and financial needs. These forward-looking statements include statements relating to, among other things:
| ● | our future financial and operating results, including revenues, income, expenditures, cash balances and other financial items; |
| ● | our ability to execute our growth, expansion and acquisition strategies, including our ability to meet our goals; |
| ● | current and future economic and political conditions; |
| ● | our expectations regarding demand for and market acceptance of our services; |
| ● | our expectations regarding our client base; |
| ● | competition in our industry; |
| ● | relevant government policies and regulations relating to our industry; |
| ● | our capital requirements and our ability to raise any additional financing which we may require; |
| ● | overall industry and market performance; |
| ● | changes in the laws that affect our operations; and |
| ● | our expectation regarding the use of proceeds from the our initial public offering. |
We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed under the caption Risk Factors of our Prospectus. Those risks are not exhaustive. We operate in an evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this Transition Report and the documents that we reference in this Transition Report completely and with the understanding that our actual future results may be materially different from what we expect.
iv
Item 5. Operating and Financial Review and Prospects
The following discussion of our financial condition and operating results is based upon our unaudited condensed consolidated financial statements and related notes included elsewhere in this Transition Report. This Transition Report contains forward-looking statements. See Forward-Looking Information. In evaluating our business, you should carefully consider the information provided under the caption Risk Factors of our Prospectus. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.
On December 3, 2024, we entered into a cooperation agreement with Care U Professional Nursing Service Limited (Care U) and agreed to jointly provide integrated Home-based service for elderly under the CCSV scheme in Hong Kong. The CCSV scheme is a government-sponsored program that provides community care services through a money-following-the-user and affordable users pay subsidy model. Care U is one of the leading nursing service providers in Hong Kong and the first non-NGOs private company to become a licensed recognized service provider under the CCSV scheme, to provide integrated Home-based service for elderly under scheme in Hong Kong. We considered this collaboration as an opportunity to further strengthen its elderly care business under Hong Kongs government-subsidized elderly care programs. This aligns with our strategy to enhance the quality of its human resources and expand our integrated services for the elderly. Our management also considered the cooperation is the key milestone to tap into Home Caring Services for Elderly in HK. The synergy brought by this partnership is expected to further promote public awareness of our Companys high-quality services, creating additional momentum for growth and development in Hong Kong.
A. Operating Results
Overview
We are a fast-growing human resources solutions provider based in Hong Kong, aiming to match our clients human resources shortfall through our proprietary AI-empowered talent pool by one click. Our key businesses primarily include (i) professional solution services; (ii) nursing solution (mainly elderly) services; and (iii) logistics and solution services. We primarily focused on talent sourcing and the provision of temporary and permanent personnel to customers in Hong Kong.
For nursing solution services, we offer (i) talent sourcing services tailored to nursing home clients, addressing the persistent issue of understaffing, particularly concerning positions such as registered nurses and healthcare workers; (ii) human resources solutions to social service organizations and nursing homes by matching both temporary and permanent vacancies with candidates in our extensive talent pool; and (iii) talent sourcing services tailored to individual clients, seeking healthcare professionals and nurses for intensive care and personalized support.
For logistics and other solution services, we provide (i) human resources solutions by matching workers from our talent pool with both temporary and permanent vacancies offered by our customers; and (ii) short-term workers, promoters and/or cashiers for job positions relevant to temporary or short-term events and/or pop-up stores in the marketing and event management industry.
For professional solution services, our qualified accountants and finance experts to provide outsourcing services and consulting services including (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.
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. 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.
1
Key Factors Affecting Our Operations Results
Our business and operating results are affected by a number of factors, including those set out below:
Economic conditions in Hong Kong
Majority of our operations is located in Hong Kong. Accordingly, our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in Hong Kong.
Ability of our Group to stay competitive in the human resources solution services market
The sustainability of our revenue and net income will depend upon our ability to remain competitive in the human resources solution services market and to provide high quality services on a consistent basis.
Ability of our Group to accurately predict our clients future needs
Our revenue is derived from different types of clients, including, individual clients and institutional clients including accounting and professional firms, Hong Kong listed companies, nursing homes, logistics companies and warehouses. The needs of each of our clients for services may vary significantly from time to time. It is difficult to accurately predict our clients future needs due to factors such as the experience and expertise of required personnel, staffing levels and workload dynamics, all of which significantly impact service demand. There is no assurance that the demand for our Groups services from our clients may be maintained or continue to grow in the years ahead.
Ability of our Group to maintain scale of pool of talents registered with us
As at the date of this Transition Report, over 10,478 healthcare personnel and logistics and other workforce were registered with us. Our Groups business is highly dependent on the availability of talents registered with us for assignment placements. Moreover, our extensive database ensures that we can match personnel with the requisite skills and experience to meet the specific needs of our clients. Our financial performance will be affected if there is a significant decrease in the number of talents registered with us available to take up assignments. If we are unable to retain and expand our client base, or any of the major customers substantially reduces staffing requests or orders, our business operation and financial performance would be adversely affected.
Labor shortage
Hong Kong is experiencing ongoing shortage of permanent qualified healthcare personnel and other blue collar labor. The demand for our staffing solution services remains contingent on the continued shortage of personnel in professional services, healthcare and logistics industries.
2
Results of Operations
Comparison of Six Months Ended June 30, 2024 and 2023
The following table sets forth the consolidated results of our operations for the six months ended June 30, 2024 (6M2024) and the six months ended June 30, 2023 (6M2023):
|
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 outstandingbasic and diluted* | 13,418,681 | 13,100,000 | ||||||||||||||
| * | Gives retroactive effect to reflect the reorganization in August 2024. |
3
Revenue
The table below sets out our revenue by service categories for 6M2024 and 6M2023.
|
Six Months Ended
June 30, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Professional solution services | $ | 1,008,729 | $ | 967,272 | ||||||||||||
| Nursing solution services | 677,640 | 954,415 | ||||||||||||||
| Logistic and other solution services | 1,495,623 | 866,363 | ||||||||||||||
| Total | $ | 3,181,992 | $ | 2,788,050 | ||||||||||||
| ● | approximately 40% for potential investments and/or horizontal acquisition of human resources solution providers; |
| ● | approximately 20% for the development of a cloud-based human resources system and/or recruitment platform; |
| ● | approximately 10% for the expansion and recruitment of our in-house service team including accounting and finance experts as well as technology experts; |
| ● | approximately 10% for launching promotion and/or incentive campaign to attract talents and expand our talent pool; and |
| ● | the remaining amount for general administration and working capital. |
Cash Flows
The following table sets forth a summary of our consolidated cash flows for 6M2024 and 6M2023, respectively:
|
Six Months Ended
June 30, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| US$ | US$ | |||||||||||||||
| Net cash (used in) provided by operating activities | (30,520 | ) | 203,081 | |||||||||||||
| Net cash used in investing activities | (2,255 | ) | (1,114 | ) | ||||||||||||
| 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 | ) | ||||||||||||
| Payment due by period | ||||||||||||||||
|
Less than
1 year | 1 to 3years |
More than
3years | Total | |||||||||||||
| Borrowings | 448,718 | 448,718 | ||||||||||||||
| Lease obligation | 114,842 | 114,842 | ||||||||||||||
| * | Filed herewith |
| ** | Previously filed |
10
The registrant hereby certifies that it meets all of the requirements for filing its transition report on Form 20-F and that it has duly caused and authorized the undersigned to sign this transition report on its behalf.
| CLICK HOLDINGS LIMITED | ||
| By: | /s/ Chan Chun Sing | |
| Name: | Chan Chun Sing | |
| Title: |
Chief Executive Officer, Chairman and
Director |
|
