Financial Performance - The group's revenue decreased from approximately HKD 108.9 million in the previous year to about HKD 106.7 million, a decline of approximately HKD 2.2 million or 2.1%[8] - The company's revenue for the year ended June 30, 2023, was HKD 106.7 million, a decrease of 2.1% compared to HKD 108.9 million in 2022[25] - The net profit and total comprehensive income for the year was HKD 20.9 million, a slight increase of 1.4% from HKD 20.6 million in 2022[25] - The group recorded a profit of approximately HKD 20.8 million for the current year, compared to approximately HKD 20.5 million for the year ended June 30, 2022[39] - Gross profit increased by 13.4% to HKD 46.8 million, with a gross margin of 43.8%, up from 37.9% in the previous year[25] - The cost of sales decreased from approximately HKD 67.7 million to approximately HKD 59.9 million, a reduction of about HKD 7.8 million or 11.5%[29] - Other income rose from approximately HKD 6.3 million to approximately HKD 8.2 million, an increase of about HKD 1.9 million or 29.4%[31] Market Conditions - The Hong Kong real estate market faces significant challenges, including the ongoing COVID-19 pandemic, global economic slowdown, and rising interest rates[9] - The Hong Kong population decreased from 7.48 million in mid-2020 to 7.29 million in mid-2022, a decline of 3%, impacting local real estate prices[12] - The board remains optimistic about the long-term prospects for Hong Kong, citing government commitments to infrastructure investment and housing policies[9] - The company is optimistic about the long-term economic development of Hong Kong despite current challenges, with government commitments to infrastructure and housing policies providing significant opportunities[15] Project and Revenue Management - The company completed 148 projects in the current year, generating revenue of approximately HKD 15.0 million, compared to HKD 16.5 million from 154 projects in 2022[17] - As of June 30, 2023, there were 132 ongoing projects, with confirmed revenue of approximately HKD 91.7 million, slightly down from HKD 92.5 million in 2022[20] - The company secured 158 new projects during the year, with confirmed revenue of approximately HKD 31.4 million, down from HKD 53.7 million from 190 projects in 2022[22] - The company anticipates an average annual completion of over 19,000 private housing units over the next five years, with a projected supply of approximately 105,000 private housing units in the next 3 to 4 years[18] Operational Strategies - The company is diversifying its material supply sources and has closed one of its workshops to mitigate challenges[9] - The company is focused on maintaining a reasonable gross margin amidst uncertainties from COVID-19, interest rate trends, and geopolitical tensions[24] - The company aims to enhance its market competitiveness and profitability while monitoring business opportunities[16] Employee and Talent Management - As of June 30, 2023, the group had 46 full-time employees, a decrease from 56 employees in 2022, with total employee costs amounting to approximately HKD 26.4 million compared to HKD 25.9 million in the previous year, reflecting an increase due to salary and bonus increments[49] - The company emphasizes that employee talent is its most valuable asset and strives to create a motivating work environment[89] Corporate Governance - The board of directors is responsible for overseeing the company's affairs and guiding its operations, with a total of seven directors currently serving[150] - The company has adopted a code of conduct for securities trading by directors and employees, ensuring compliance with GEM listing rules[149] - The company confirms that all independent non-executive directors meet the independence guidelines set forth by GEM listing rules[158] - The company has established a remuneration committee to formulate the remuneration policy and structure for directors and senior management[121] Risk Management - The company has established procedures to identify major business risks and assess potential financial impacts[192] - The internal control system was reviewed by Zhiwei Management Consultants, which found no significant deficiencies and provided recommendations for improvement[192] - The board and audit committee agree that the internal control and risk management systems are effective and sufficient based on the review conducted by Zhiwei Management Consultants[193] Research and Development - Research and development investments are projected at HKD 2.4 million to enhance service quality and reduce indirect costs, with a focus on hiring qualified personnel for the R&D team[55] - The group is exploring the development of new generation machinery, including a self-developed CNC bending machine and CNC threading machine, with an investment of HKD 0.2 million allocated for this purpose[55] - A total of HKD 0.9 million is earmarked for developing prototypes of two next-generation machines and collecting reliability and efficiency data[55] Shareholder Information - The company did not declare any final dividends for the year, consistent with the previous year[97] - There were no reserves available for distribution to shareholders as of June 30, 2023, mirroring the situation in 2022[95] - Major shareholders include Jianxin Creative Limited with 251,373,415 shares, representing 31.4% of the voting shares[138] - The company maintains a public float of at least 25% of its issued shares as required by GEM listing rules[141]

Financial Performance - The company's revenue for the nine months ended March 31, 2023, was approximately HKD 76.72 million, a decrease of 1.2% compared to HKD 77.63 million for the same period in 2022[14]. - Gross profit increased by 11.2% to approximately HKD 33.15 million from HKD 29.81 million in the previous year[14]. - Net profit and total comprehensive income rose by 14.0% to approximately HKD 18.46 million, compared to HKD 16.19 million in the prior year[14]. - Earnings per share increased by 14.1% to HKD 2.30 from HKD 2.02 in the previous year[14]. - The cost of sales decreased by 8.9% to approximately HKD 43.60 million from HKD 47.80 million in the previous year, primarily due to reduced connector costs[16]. - Other income increased by approximately HKD 0.8 million or about 18.4% to approximately HKD 5.3 million for the nine months ended March 31, 2023[19]. - Administrative expenses rose by approximately HKD 1.8 million or about 13.9% to approximately HKD 15.0 million for the nine months ended March 31, 2023[20]. - Profit attributable to owners of the company increased by approximately HKD 2.3 million or about 14.0% to approximately HKD 18.5 million for the nine months ended March 31, 2023[21]. - The company achieved a profit before tax of HKD 22.62 million for the nine months, up 16.2% from HKD 19.44 million in the previous year[46]. - The net profit for the period was HKD 18.42 million, an increase of 14.1% compared to HKD 16.14 million in the prior year[46]. - The company reported a profit attributable to owners of the company of HKD 6,368,000 for the three months ended March 31, 2023, compared to HKD 3,864,000 for the same period in 2022, representing a 64.6% increase[69]. - For the nine months ended March 31, 2023, the profit attributable to owners was HKD 18,416,000, up from HKD 16,144,000 in the previous year, indicating a growth of 14.1%[69]. - Total employee costs for the nine months were HKD 19,381,000, an increase of 8.9% from HKD 17,802,000 in the prior year[69]. Cash and Equity Position - As of March 31, 2023, the group had cash and bank balances of approximately HKD 100.2 million, up from approximately HKD 79.4 million as of June 30, 2022[24]. - The current ratio as of March 31, 2023, was approximately 7.0 times, compared to approximately 4.9 times as of June 30, 2022[24]. - As of March 31, 2023, the total equity increased to HKD 141,952,000, up from HKD 123,493,000 as of July 1, 2022, representing a growth of approximately 15%[48]. Business Strategy and Market Position - The company aims to enhance its position as a leading provider of mechanical rebar connection services in Hong Kong and create long-term value for stakeholders[11]. - The company will continue to monitor business opportunities and strengthen its market competitiveness to enhance profitability and shareholder value[10]. - The company operates a single business segment focused on providing rebar processing and connection services in Hong Kong[15]. - The company continues to explore opportunities for market expansion and potential new product offerings in the construction sector[50]. Research and Development - The company plans to allocate approximately HKD 2.4 million for research and development, with HKD 1.3 million already utilized as of March 31, 2023[44]. - The remaining funds for R&D are expected to be fully utilized by December 31, 2024[44]. - The company aims to enhance the quality and cost-effectiveness of its services through ongoing R&D efforts[44]. - The company is actively seeking suitable R&D opportunities to improve its existing services and reduce indirect costs[44]. Dividends and Shareholder Information - The group has not recommended any dividends for the period ended March 31, 2023[26]. - The company did not declare any dividends for the current period, consistent with the previous nine months[81]. - Major shareholders include Kwan Yuen Tak with a 31.4% stake and Lam Shu Yu with a 14.3% stake in the company[74]. Compliance and Governance - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited financial performance for the period and confirmed adherence to applicable accounting standards[90]. - The company has adopted a code of conduct for securities trading by directors and employees, ensuring compliance with GEM listing rules[93]. - The company confirmed compliance with non-competition commitments by key individuals, including Jianxin Creative Limited and Mr. Guan Yande, as of June 30, 2022[87]. Industry Context - The construction industry faced challenges, with the nominal value of completed construction works decreasing by 8.1% for residential projects in 2022 compared to 2021[8]. - The total nominal value of completed construction works for 2022 was HKD 247.1 billion, reflecting a 5.7% increase from 2021[7]. - The revenue for the nine months ended March 31, 2023, was primarily derived from services provided in Hong Kong, emphasizing the company's regional focus[61]. Other Financial Information - The group had no significant investments, acquisitions, or disposals during the period ended March 31, 2023[33]. - The net proceeds from the IPO amounted to approximately HKD 37.8 million after deducting underwriting fees and other related expenses[34]. - The group plans to use the remaining proceeds for expanding operations, including purchasing land for a new workshop in Hong Kong[36]. - The company has not yet utilized approximately HKD 35.3 million allocated for purchasing land to establish a new workshop, with plans to complete this by December 31, 2024[41]. - The company has no outstanding derivative financial instruments for speculative purposes as of March 31, 2023[25]. - The company has adopted new accounting standards that may impact future financial reporting, particularly regarding lease accounting[56]. - The estimated taxable profit for the period was HKD 2.0 million, with a tax provision calculated at a rate of 8.25% for the first HKD 2.0 million and 16.5% for amounts exceeding that[68]. - The company incurred research expenses of HKD 194,000 for the three months ended March 31, 2023, compared to HKD 396,000 for the same period in 2022[69]. - Depreciation of property, plant, and equipment for the nine months was HKD 2,526,000, a decrease of 9.1% from HKD 2,778,000 in the previous year[69]. - The weighted average number of ordinary shares for calculating basic earnings per share remained constant at 800,000 shares for both periods[69]. - The company has no unexercised, granted, cancelled, exercised, or lapsed share options as of March 31, 2023[70].

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 的 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部 或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 BOSA TECHNOLOGY HOLDINGS LIMITED 人 和 科 技 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8140） 截至二零二三年三月三十一日止九個月之 第三季度業績公告 人和科技控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公司及 其附屬公司（ 統稱「本集團」）截至二零二三年三月三十一日止九個月之未經審核業 績。本公告載有本集團二零二二年╱二零二三年第三季度報告全文，符合香港聯 合 交 易 所有 限 公 司（「聯 交 所」）GEM 證券 上 市 規 則（「GEM 上 市規 則」）有關 隨 附 初 步第三季度業績公告資料的相關規定。本公司二零二二年╱二零二三年第三季度 報告（ 載有GEM上市規則規定的資料）的印刷本將於適當的時候寄發予股東。 本 公司 的 第 三季 度 ...

Financial Performance - For the six months ended December 31, 2022, the company's revenue decreased by approximately 3.5% to HKD 52.5 million from HKD 54.4 million in the same period last year[13] - Net profit and total comprehensive income for the period was HKD 12.1 million, a decrease of 1.1% compared to HKD 12.25 million in the previous year[13] - The company reported earnings per share of HKD 1.51, down 1.9% from HKD 1.54 in the prior year[13] - Profit attributable to owners of the company decreased by approximately HKD 0.2 million or about 1.1% to approximately HKD 12.1 million for the six months ended December 31, 2022[19] - The company reported a net profit of HKD 12,048,000 for the six months, down from HKD 12,280,000, reflecting a decrease of 1.9% year-on-year[52] - The group reported a pre-tax profit of HKD 12,048,000 for the six months ended December 31, 2022, compared to HKD 12,280,000 in the same period of 2021[90] Cost and Expenses - Gross profit increased by approximately 1.4% to HKD 21.6 million, attributed to a decrease in procurement costs due to the depreciation of the TWD against the HKD[15] - The sales cost decreased by approximately 6.7% to HKD 30.9 million, consistent with the decline in revenue[15] - Administrative expenses rose by approximately HKD 1.4 million or about 16.6% to approximately HKD 10.1 million for the six months ended December 31, 2022, mainly due to increases in professional fees, director remuneration, and employee costs[18] - The total employee costs for the six months ended December 31, 2022, were HKD 13,941,000, compared to HKD 11,865,000 in the previous year, reflecting an increase of approximately 17.5%[84] - The depreciation of property, plant, and equipment increased to HKD 1,874,000 in 2022 from HKD 1,647,000 in 2021, showing a rise of approximately 13.8%[60] Cash Flow and Liquidity - As of December 31, 2022, the group had cash and bank balances of approximately HKD 88.5 million, up from approximately HKD 79.4 million as of June 30, 2022, with a current ratio of approximately 7.0 times[20] - Cash and cash equivalents rose to HKD 88,483,000 from HKD 79,419,000, showing improved liquidity position[54] - The operating cash flow for the six months ended December 31, 2022, was HKD 20,710,000, compared to HKD 15,166,000 for the same period in 2021, indicating an increase of about 36.5%[60] - The net cash from operating activities for the six months ended December 31, 2022, was HKD 13,703,000, up from HKD 12,677,000 in 2021, reflecting a growth of approximately 8.1%[63] Business Strategy and Market Outlook - The company aims to enhance its position as a leading provider of mechanical rebar processing and connection services in Hong Kong[12] - The company anticipates that the reopening of quarantine-free travel between mainland China and Hong Kong will provide a strong boost to business[9] - The company operates a single business segment focused on rebar processing and connection services in Hong Kong[14] - The company will continue to monitor business opportunities and strengthen its market competitiveness to enhance profitability and shareholder value[11] Research and Development - The company plans to allocate approximately HKD 2.4 million for research and development to enhance the quality and cost-effectiveness of its existing mechanical rebar services[37] - The company is actively seeking suitable R&D opportunities to improve service quality and reduce indirect costs and maintenance time[44] - The company is exploring methods to enhance automation capabilities, including the development of new generation self-developed CNC bending machines and CNC threading machines[37] - The company aims to develop prototypes for two next-generation machines, focusing on reliability, efficiency, and other metrics, with an allocation of HKD 0.9 million for this purpose[37] Shareholder Information - The board does not recommend the payment of dividends for the period[24] - The group did not declare or propose any dividends for the six months ended December 31, 2022, consistent with the previous year[91] - As of December 31, 2022, Mr. Guan Yan De holds 251,743,415 shares, representing 31.5% of the company's issued voting shares[128] - As of December 31, 2022, Mr. Lin Shu Ru holds 113,520,732 shares, representing 14.2% of the company's issued voting shares[128] - As of December 31, 2022, Mr. Yang Tian Li holds 64,390,244 shares, representing 8.0% of the company's issued voting shares[128] Compliance and Governance - The Audit Committee, consisting of three independent non-executive directors, reviewed the unaudited financial performance for the period and confirmed adherence to applicable accounting standards[143] - The company has adopted a code of conduct for securities trading by directors and employees, ensuring compliance with GEM Listing Rules[146] - The company has confirmed compliance with non-competition commitments for the fiscal year ending June 30, 2022, by key individuals including Jianxin Creative Limited and Mr. Yang Tianli[140]

BOSA TECHNOLOGY HOLDINGS LIMITED 人和科技控股有限公司 (於開曼群島註冊成立的有限公司) (股份代號：8140) 第一季度報告 2022/23 香港聯合交易所有限公司(「聯交所」) GEM 的特色 GEM 的定位,乃為中小型公司提供一個上市的市場,此等公司相比起其他在聯交所 上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險, 並應經過審慎周詳的考慮後方作出投資決定。 由於 GEM 上市公司普遍為中小型公司,在 GEM 買賣的證券可能會較於主板買賣之證 券承受較大的市場波動風險,同時無法保證在GEM買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責,對其準確性或完整性 亦不發表任何聲明,且明確表示概不就因本報告全部或任何部分內容而產生或因依賴 該等內容而引致的任何損失承擔任何責任。 本報告乃遵照疇交所GEM證券上市規則([GEM上市規則])之規定而提供有關人和科 技控股有限公司(「本公司」及其附屬公司(統稱(「本集團」)之資料。本公司各董事(「董 事)) 顧就本報告共同及個別承擔全部責任。董事在作出一切合理查詢後確認就彼 ...

BOSA TECHNOLOGY HOLDINGS LIMITED 人和科技控股有限公司 (於開曼群島註冊成立的有限公司) (股份代號：8140) 2022 年報 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的公司帶 有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險，並應經過審慎周詳的考慮後方作 出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣之證券承 受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，對其準確性或完整性亦不發表任 何聲明，且明確表示概不就因本報告全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承 擔任何責任。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）之規定而提供有關人和科技控股有限公 司（「本公司」）及其附屬公司（統稱（「本集團」）之資料。本公司各董事（「董事」）願就本報告共同及個別承 擔全部責任。董事在作出一切合理查詢後確認就彼等所深知及確信，本報告 ...

BOSA TECHNOLOGY HOLDINGS LIMITED 人和科技控股有限公司 (於開曼群島註冊成立的有限公司) (股份代號：8140) 第三季度報告 2021/22 香港聯合交易所有限公司(「聯交所」) GEM 的特色 GEM 的定位,乃為中小型公司提供一個上市的市場,此等公司相比起其他在聯交所 上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險, 並應經過審慎周詳的考慮後方作出投資決定。 由於 GEM 上市公司普遍為中小型公司,在 GEM 買賣的證券可能會較於聯交所主板買 寶之證券承受較大的市場波動風險,同時無法保證在 GEM買賣的證券會有高流通量 的市場。 香港交易及结算所有限公司及聯交所對本報告的內容概不負責,對其準確性或完整性 亦不發表任何聲明,且明確表示概不就因本報告全部或任何部分內容而產生或因依賴 該等內容而引致的任何損失承擔任何責任。 本報告乃遵照疇交所GEM證券上市規則([GEM上市規則])之規定而提供有關人和科 技控股有限公司(「本公司」及其附屬公司(統稱(「本集團」)之資料。本公司各董事(「董 事)) 顧就本報告共同及個別承擔全部責任。董事在作出一切合理查詢 ...

BOSA TECHNOLOGY HOLDINGS LIMITED 人和科技控股有限公司 (於開曼群島註冊成立的有限公司) (股份代號：8140) 中期報告 2021/22 香港聯合交易所有限公司(「聯交所」) GEM 的特色 GEM 的定位,乃為中小型公司提供一個上市的市場,此等公司相比起其他在聯交所 上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險, 並應經過審慎周詳的考慮後方作出投資決定。 由於 GEM 上市公司普遍為中小型公司,在 GEM 買賣的證券可能會較於聯交所主板買 寶之證券承受較大的市場波動風險,同時無法保證在 GEM買賣的證券會有高流通量 的市場。 香港交易及结算所有限公司及聯交所對本報告的內容概不負責,對其準確性或完整性 亦不發表任何聲明,且明確表示概不就因本報告全部或任何部分內容而產生或因依賴 該等內容而引致的任何損失承擔任何責任。 本報告乃遵照疇交所GEM證券上市規則([GEM上市規則])之規定而提供有關人和科 技控股有限公司(「本公司」及其附屬公司(統稱(「本集團」)之資料。本公司各董事(「董 事)) 顧就本報告共同及個別承擔全部責任。董事在作出一切合理查詢後確 ...

[Company Information](index=4&type=section&id=%E4%BC%81%E4%B8%9A%E8%B5%84%E6%96%99) This section provides essential details about the company's governance structure and administrative contacts. [Board of Directors and Committees](index=4&type=section&id=%E8%91%A3%E4%BA%8B%E4%BC%9A%E5%8F%8A%E5%A7%94%E5%91%98%E4%BC%9A) This section details the composition of the company's board of directors, including executive, non-executive, and independent non-executive directors, as well as members and chairpersons of the Audit, Remuneration, and Nomination Committees. - The Board comprises Executive Directors Mr. Lam Shu Yu, Mr. Paulino Lim, Mr. Yeung Tim Lee, Non-executive Director Mr. Lo Chung Ching, and Independent Non-executive Directors Mr. Kwan Yin Tak (Chairman), Ms. Chu Wai Ning, Mr. Ng Ming Hon[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk) - The Audit Committee Chairman is Mr. Kwan Yin Tak, Remuneration Committee Chairman is Mr. Ng Ming Hon, and Nomination Committee Chairman is Mr. Lo Chung Ching[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) [Company Basic Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E5%9F%BA%E6%9C%AC%E4%BF%A1%E6%81%AF) This section provides the company's administrative and contact details, including company secretary, authorized representatives, compliance officer, registered office, headquarters, independent auditor, principal bankers, and share registrar. - Company Secretary is Ms. Cheng Kei Sze, Authorized Representatives are Mr. Paulino Lim and Ms. Cheng Kei Sze, Compliance Officer is Mr. Paulino Lim[16](index=16&type=chunk) - Company stock code is **8140**, and the company website is www.hklistco.com/8140[17](index=17&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%82%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) This section provides an in-depth review of the Group's operational performance, market conditions, and financial position, along with future outlook and strategic plans. [Market Review](index=6&type=section&id=%E5%B8%82%E5%A0%B4%E5%9B%9E%E9%A1%A7) This section reviews the global and Hong Kong economic environment, noting the significant recovery in Hong Kong's economy in Q2 2021 after the severe impact of COVID-19, but still facing uncertainties from virus variants, US-China relations, and geopolitical tensions. Additionally, the appreciation of the New Taiwan Dollar and rising steel prices led to increased material costs. - Hong Kong's economy was severely hit by the COVID-19 pandemic in H1 2020, shrinking by **9.0% year-on-year**, but with vaccinations and anti-epidemic measures, Q2 2021 saw **7.1% economic growth**, with the full-year forecast revised up to **5.5% to 6.5%**[19](index=19&type=chunk) - Economic recovery faces uncertainties from COVID-19 variants, US-China relations, and geopolitical tensions[19](index=19&type=chunk) - NTD appreciation (approx. **5.7% in 2020**, approx. **1.4% in the first nine months of 2021**) and rising steel prices (approx. **120% increase** from June 30, 2020, to September 30, 2021) will increase connector procurement costs[19](index=19&type=chunk)[20](index=20&type=chunk) [Business Review](index=7&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's primary business is providing mechanical rebar splicing services to the reinforced concrete construction industry in Hong Kong, serving main and sub-contractors in both public and private sectors. The Group will continue to prudently monitor business opportunities and strengthen market competitiveness to enhance profitability. - The Group primarily provides mechanical rebar splicing services to the reinforced concrete construction industry in Hong Kong[23](index=23&type=chunk) - Customers are mainly main and sub-contractors for various reinforced concrete construction projects in Hong Kong, categorized into public and private sectors[23](index=23&type=chunk) [Prospects](index=7&type=section&id=%E5%89%8D%E6%99%AF) Hong Kong's overall construction business is expected to remain stable in the short to medium term, with potential government stimulus. However, COVID-19, US-China relations, and geopolitical tensions continue to pose uncertainties. NTD appreciation and rising steel prices will increase material costs, potentially harming gross profit margins, so the Group will carefully monitor selling and procurement prices to maintain reasonable margins. - Hong Kong's overall construction business is expected to remain stable in the short to medium term, with potential government stimulus[24](index=24&type=chunk) - COVID-19 pandemic, US-China relations, and geopolitical tensions continue to pose uncertainties[24](index=24&type=chunk) - NTD appreciation and rising steel prices will increase material costs, potentially harming gross profit margins; the Group will prudently monitor selling and procurement prices[24](index=24&type=chunk) [Financial Summary and Overview](index=7&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81%E5%8F%8A%E6%A6%82%E8%A6%BD) This section provides an overview of the Group's financial performance for the three months ended September 30, 2021, showing significant growth in revenue, gross profit, net profit, and earnings per share. Financial Summary for the Three Months Ended September 30, 2021 | Metric | 2021 (HK$ thousand) | 2020 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 27,198 | 21,641 | 25.7 | | Gross Profit | 10,963 | 7,955 | 37.8 | | Net Profit and Total Comprehensive Income | 5,933 | 4,738 | 25.2 | | Earnings Per Share (HK cents) | 0.74 | 0.59 | 25.4 | [Financial Review](index=8&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This section details the Group's financial performance, including revenue, cost of sales, gross profit, other income, administrative expenses, and profit for the period, explaining the main reasons for each change. [Revenue](index=8&type=section&id=%E6%94%B6%E7%9B%8A) For the three months ended September 30, 2021, the Group's revenue increased by **25.7% year-on-year** to approximately **HK$27.2 million**, primarily due to increased connector sales and new infrastructure projects. - For the three months ended September 30, 2021, revenue increased by **25.7%** from approximately **HK$21.6 million** in the same period of 2020 to approximately **HK$27.2 million**[30](index=30&type=chunk) - Revenue growth was primarily driven by increased connector sales volume and a higher number of new infrastructure projects for rebar splicing structures[30](index=30&type=chunk) [Cost of Sales](index=8&type=section&id=%E9%8A%B7%E5%94%AE%E6%88%90%E6%9C%AC) Cost of sales, primarily including connector supplies, direct labor, direct expenses, consumables, and workshop rental, increased by **18.6% year-on-year** to approximately **HK$16.2 million** for the period, consistent with revenue growth. - Cost of sales increased by **18.6%** from approximately **HK$13.7 million** in the same period of 2020 to approximately **HK$16.2 million** for the current period[31](index=31&type=chunk) - Cost of sales primarily includes connector supplies, direct labor costs, direct expenses (e.g., electricity, depreciation), consumables, and workshop rental costs[31](index=31&type=chunk) [Gross Profit](index=8&type=section&id=%E6%AF%9B%E5%88%A9) Gross profit for the period increased by **37.8% year-on-year** to approximately **HK$11.0 million**, mainly driven by revenue growth. - Gross profit increased by **37.8%** from approximately **HK$8.0 million** in the same period of 2020 to approximately **HK$11.0 million** for the current period[32](index=32&type=chunk) [Other Income](index=9&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) Other income decreased by **31.9% year-on-year** to approximately **HK$1.3 million**, mainly due to the cessation of subsidies from the HKSAR Government's Employment Support Scheme, despite an increase in handling fees. - Other income decreased by **31.9%** from approximately **HK$1.9 million** in the same period of 2020 to approximately **HK$1.3 million** for the current period[34](index=34&type=chunk) - The decrease was primarily due to the cessation of subsidies from the HKSAR Government's Employment Support Scheme (2020: **HK$1.1 million**) in the current period, despite an increase in handling fees[34](index=34&type=chunk) [Administrative Expenses](index=9&type=section&id=%E8%A1%8C%E6%94%BF%E5%BC%80%E6%94%AF) Administrative expenses increased by **9.8% year-on-year** to approximately **HK$4.6 million**, mainly due to increased directors' emoluments. - Administrative expenses increased by **9.8%** from approximately **HK$4.2 million** in the same period of 2020 to approximately **HK$4.6 million** for the current period[35](index=35&type=chunk) - The increase was primarily due to increased directors' emoluments[35](index=35&type=chunk) [Profit for the Period](index=9&type=section&id=%E5%B9%B4%E5%86%85%E6%BA%A2%E5%88%A9) The Group recorded a profit of approximately **HK$5.9 million** for the period, representing a **25.2% increase** compared to the same period last year. - Profit for the period was approximately **HK$5.9 million**, an increase of **25.2%** compared to the same period last year[36](index=36&type=chunk) [Liquidity and Financial Resources](index=9&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The Group maintains prudent financial management; as of September 30, 2021, bank balances increased to approximately **HK$87.8 million**, the current ratio was **4.2 times**, and the gearing ratio was zero, indicating a robust financial position. - As of September 30, 2021, bank balances were approximately **HK$87.8 million** (June 30, 2021: approximately **HK$72.5 million**)[37](index=37&type=chunk) - The current ratio (current assets divided by current liabilities) was **4.2 times** (June 30, 2021: **4.1 times**)[37](index=37&type=chunk) - The gearing ratio (total borrowings divided by total equity) was **zero**[37](index=37&type=chunk) [Foreign Exchange Risk](index=10&type=section&id=%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA) The Group procures connectors from Taiwan denominated in New Taiwan Dollars, exposing it to exchange rate fluctuations against the Hong Kong Dollar. Management believes existing foreign currency balances are sufficient to cover liabilities and will continue to monitor risks, considering hedging if necessary, but currently holds no speculative derivative financial instruments. - The Group purchases connectors from Taiwan, denominated in New Taiwan Dollars, and fluctuations in the NTD against the HKD may result in exchange losses or gains[42](index=42&type=chunk) - Management believes that existing foreign currency balances are sufficient to meet foreign currency liabilities when due and will continue to monitor foreign exchange risk, considering hedging if necessary[42](index=42&type=chunk) - As of September 30, 2021, the Group held no derivative financial instruments for speculative purposes[42](index=42&type=chunk) [Contingent Liabilities](index=10&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of September 30, 2021, the Group was involved in a patent infringement lawsuit, but the Board, based on legal advice, deemed no provision for contingent liabilities necessary. - The Group is involved in litigation concerning defamation and malicious falsehood claims against its subsidiary, alleging infringement of BOSA R&D's patent by the plaintiff's connector system[43](index=43&type=chunk) - The Board believes that as of September 30, 2021, no provision for contingent liabilities is required[43](index=43&type=chunk) [Dividends](index=10&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend the payment of a dividend for the current period. - The Board does not recommend the payment of a dividend for the current period (for the three months ended September 30, 2020: nil)[44](index=44&type=chunk) [Pledged Assets](index=10&type=section&id=%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of September 30, 2021, the Group's secured and unsecured obligations under finance leases were approximately **HK$602,000**, collateralized by the Group's motor vehicles. No other assets were pledged. - As of September 30, 2021, the Group's secured and unsecured obligations under finance leases were approximately **HK$602,000** (June 30, 2021: approximately **HK$646,000**)[45](index=45&type=chunk) - These obligations are collateralized by the Group's motor vehicles[45](index=45&type=chunk) - Other than this, the Group had no pledged assets as of September 30, 2021[47](index=47&type=chunk) [Capital Structure](index=11&type=section&id=%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The Company was incorporated in the Cayman Islands in 2016 and listed on GEM in 2018. Its capital comprises ordinary shares and capital reserves, with working capital primarily provided by cash and cash flows from operating activities. - The Company was incorporated in the Cayman Islands on **October 24, 2016**, and listed on GEM of the Stock Exchange on **July 12, 2018**[48](index=48&type=chunk) - Capital comprises ordinary shares and capital reserves, with funding from cash and cash equivalents and cash flows from operating activities[48](index=48&type=chunk) [Future Material Investments and Capital Asset Plans](index=11&type=section&id=%E6%9C%AA%E4%BE%86%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B3%87%E7%94%A2%E8%A8%88%E5%8A%83) As of September 30, 2021, the Group had no other material investment and capital asset plans, except for the planned acquisition of a piece of land in Hong Kong to establish a new workshop. - As of September 30, 2021, the Group had no other material investment and capital asset plans[49](index=49&type=chunk) - The only exception is the acquisition of a piece of land in Hong Kong to establish a new workshop[49](index=49&type=chunk) [Material Investments Held, Acquisitions and Disposals](index=11&type=section&id=%E6%89%80%E6%8C%81%E6%9C%89%E7%9A%84%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E3%80%81%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE) During the period, the Group held no material investments and made no acquisitions or disposals of subsidiaries, associates, joint ventures, or affiliated companies. As of September 30, 2021, there were no such plans. - The Group held no material investments, acquisitions, or disposals of subsidiaries, associates, joint ventures, or affiliated companies during the period[50](index=50&type=chunk) - As of September 30, 2021, the Group had no other plans regarding material investments, acquisitions, or disposals[50](index=50&type=chunk) [Use of Proceeds from Listing](index=11&type=section&id=%E4%B8%8A%E5%B8%82%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) The Company's GEM listing in July 2018 raised approximately **HK$37.8 million** net. Proceeds were applied as stated in the prospectus, with no significant changes expected. The unutilized net proceeds are held as interest-bearing short-term demand deposits and are expected to be fully utilized by December 31, 2022. - The Company's net proceeds from listing were approximately **HK$37.8 million**[51](index=51&type=chunk) - All unutilized net proceeds are deposited as interest-bearing short-term demand deposits with licensed banks in Hong Kong[55](index=55&type=chunk) - Barring any unforeseen circumstances, the remaining proceeds are expected to be utilized by **December 31, 2022**[55](index=55&type=chunk) [Comparison of Business Objectives and Actual Business Progress](index=12&type=section&id=%E6%A5%AD%E5%8B%99%E7%9B%AE%E6%A8%99%E8%88%87%E5%AF%A6%E9%9A%9B%E6%A5%AD%E5%8B%99%E9%80%B2%E5%B1%95%E4%B9%8B%E9%96%93%E7%9A%84%E6%AF%94%E8%BC%83) This section compares the proposed use of net proceeds disclosed in the prospectus with actual progress as of September 30, 2021. A total of **HK$36.9 million** was planned for use, with **HK$1.2 million** utilized, showing a discrepancy with the overall **HK$1.4 million** mentioned in the report. Use of Proceeds from Listing and Progress (As of September 30, 2021) | Business Objective | Designated Amount in Prospectus (HK$ million) | Amount Utilized as of Sep 30, 2021 (HK$ million) | Latest Development | Expected Timeline | | :--- | :--- | :--- | :--- | :--- | | Expand management scale (acquire land for new workshop) | 35.3 | 0 | Due to social unrest and COVID-19 pandemic, identifying suitable land plots has been delayed; other geographical locations are being considered | Proposed acquisition expected to be completed by December 31, 2022 | | Invest resources in R&D (hire technical staff) | 0.4 | 0 | Identifying suitable talent to join the R&D team | Completion date expected December 31, 2022 | | Invest resources in R&D (research and development activities) | 0.4 | 0.4 | Research and development activities have been conducted | | | Invest resources in R&D (explore automated performance methods) | 0.2 | 0.2 | Automated performance methods have been explored | | | Invest resources in R&D (develop other connector models) | 0.4 | 0.4 | Other connector models have been developed | | | Invest resources in R&D (formulate production manual and update quality audit guidelines) | 0.1 | 0.1 | Production manual formulated and quality audit guidelines updated | | | General working capital | 0.1 | 0.1 | Used for general working capital | | - As of the report date, the remaining approximately **HK$36.4 million** is expected to be utilized as disclosed in the prospectus[104](index=104&type=chunk) [Acquisition of a Piece of Land to Establish a New Workshop](index=14&type=section&id=%E8%B3%BC%E5%85%A5%E4%B8%80%E5%B9%85%E5%9C%B0%E7%9A%AE%E9%96%8B%E8%A8%AD%E4%B8%80%E5%80%8B%E6%96%B0%E8%BB%8A%E9%96%93) Approximately **HK$35.3 million** allocated for acquiring land for a new workshop remains unutilized, originally planned for completion in 2018. Delays are due to social unrest, COVID-19, US-China political tensions, and high land prices. The Group is prudently evaluating land plots, and the unutilized funds are expected to be fully utilized by December 31, 2022. - Approximately **HK$35.3 million** allocated for acquiring land to establish a new workshop remains unutilized[104](index=104&type=chunk) - Delays are due to uncertainties from anti-amendment bill protests, the COVID-19 pandemic, US-China political tensions, and high land prices[104](index=104&type=chunk) - The unutilized net proceeds are expected to be fully utilized by **December 31, 2022**[104](index=104&type=chunk) [Investment in Research and Development](index=14&type=section&id=%E5%B0%87%E8%B3%87%E6%BA%90%E6%8A%95%E5%85%A5%E7%A0%94%E7%99%BC) Of the **HK$2.4 million** planned for R&D, approximately **HK$1.3 million** was utilized as of September 30, 2021. The actual utilization was less than planned, mainly due to delays in establishing a new workshop and the time-consuming evaluation of R&D implementation. The remaining funds are expected to be fully utilized by December 31, 2022. - Of the **HK$2.4 million** planned for R&D, approximately **HK$1.3 million** was utilized as of September 30, 2021[105](index=105&type=chunk) - Actual utilization was less than planned, mainly due to delays in establishing a new workshop and the time-consuming evaluation of R&D implementation[105](index=105&type=chunk) - The unutilized net proceeds for R&D are expected to be fully utilized by **December 31, 2022**[107](index=107&type=chunk) [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=16&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) This section presents the unaudited condensed consolidated statement of profit or loss and other comprehensive income for the three months ended September 30, 2021, showcasing the Group's financial performance during the period, including key metrics such as revenue, gross profit, profit for the period, and earnings per share. Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the three months ended September 30, 2021) | Metric | 2021 (HK$ thousand) | 2020 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 27,198 | 21,641 | | Cost of sales | (16,235) | (13,686) | | Gross Profit | 10,963 | 7,955 | | Other income | 1,277 | 1,876 | | Other losses | (423) | (61) | | Administrative expenses | (4,574) | (4,167) | | Finance costs | (66) | (34) | | Profit before tax | 7,177 | 5,569 | | Tax | (1,230) | (800) | | Profit for the period | 5,947 | 4,769 | | Exchange differences on translation of foreign operations | (14) | (31) | | Total comprehensive income for the period attributable to owners of the Company | 5,933 | 4,738 | | Basic earnings per share (HK cents) | 0.74 | 0.59 | [Unaudited Condensed Consolidated Statement of Changes in Equity](index=17&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) This section presents the changes in the Group's equity for the three months ended September 30, 2021, and the comparative period, including opening balances, period movements, and closing balances for share capital, share premium, other reserves, exchange reserve, and retained profits. Unaudited Condensed Consolidated Statement of Changes in Equity (As of September 30, 2021) | Metric | Share Capital (HK$ thousand) | Share Premium (HK$ thousand) | Other Reserves (HK$ thousand) | Exchange Reserve (HK$ thousand) | Retained Profits (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | July 1, 2020 (audited) | 41 | 29,936 | 5,647 | (95) | 16,128 | 81,657 | | Total comprehensive income for the period | - | - | - | (31) | 4,769 | 4,738 | | September 30, 2020 (unaudited) | 41 | 29,936 | 5,647 | (126) | 20,897 | 86,395 | | July 1, 2021 (audited) | 41 | 59,936 | 5,647 | (487) | 37,769 | 102,906 | | Total comprehensive income for the period | - | - | - | (14) | 5,947 | 5,933 | | September 30, 2021 (unaudited) | 41 | 59,936 | 5,647 | (501) | 43,716 | 108,839 | [Notes to the Unaudited Condensed Consolidated Financial Information](index=18&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E8%B3%87%E6%96%99%E9%99%84%E8%A8%BB) This section provides detailed explanatory notes to the unaudited condensed consolidated financial statements, covering company information, accounting policies, and specific financial line items. [Company Information](index=18&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) The Company was incorporated in the Cayman Islands, and its shares have been listed on GEM since July 12, 2018. The Company and its subsidiaries are primarily engaged in providing mechanical rebar splicing services to the reinforced concrete construction industry in Hong Kong. - The Company was incorporated in the Cayman Islands, and its shares have been listed on GEM of the Stock Exchange since **July 12, 2018**[122](index=122&type=chunk) - The Company and its subsidiaries are primarily engaged in providing mechanical rebar splicing services to the reinforced concrete construction industry in Hong Kong[122](index=122&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=18&type=section&id=%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) This section outlines the basis for preparing the unaudited condensed consolidated financial statements, which comply with HKAS 34 and the GEM Listing Rules. It also details the new or revised HKFRSs adopted during the period, particularly HKFRS 16 Leases and its impact on accounting treatment. [New or Revised Hong Kong Financial Reporting Standards](index=19&type=section&id=%E6%96%B0%E8%A8%82%E6%88%96%E7%B6%93%E4%BF%AE%E8%A8%82%E9%A6%99%E6%B8%AF%E8%B2%A1%E5%8B%99%E5%A0%B1%E5%91%8A%E6%BA%96%E5%89%87) During the period, the Group adopted new or revised HKFRSs issued by the HKICPA that are currently effective or have come into effect, including HKFRS 16 Leases and HK(IFRIC)—Interpretation 23. - During the period, the Group adopted new or revised HKFRSs issued by the HKICPA that are currently effective or have come into effect[125](index=125&type=chunk) - These primarily include **HKFRS 16 Leases**, **HK(IFRIC)—Interpretation 23**, and amendments to **HKFRS 9**[126](index=126&type=chunk) [HKFRS 16 Leases](index=19&type=section&id=%E9%A6%99%E6%B8%AF%E8%B2%A1%E5%8B%99%E5%A0%B1%E5%91%8A%E5%87%86%E5%88%99%E7%AC%AC16%E8%99%9F%E7%A7%9F%E8%B3%83) HKFRS 16 introduces a comprehensive model for lease accounting, eliminating the distinction between operating and finance leases for lessees, requiring recognition of right-of-use assets and corresponding liabilities. This will reclassify lease payments in the cash flow statement from operating to financing activities. - **HKFRS 16** introduces a comprehensive model for identifying and accounting for lease arrangements by lessors and lessees, replacing **HKAS 17**[127](index=127&type=chunk) - Except for short-term and low-value asset leases, all lessee leases will be accounted for by recognizing a right-of-use asset and a corresponding liability[127](index=127&type=chunk) - Lease payments for lease liabilities will be separated into principal and interest components and presented as financing cash flows[132](index=132&type=chunk) [Revenue](index=21&type=section&id=%E6%94%B6%E7%9B%8A) All of the Group's revenue for the period was derived from providing mechanical rebar splicing services in Hong Kong, confirming the Group's single operating and geographical segment. - Revenue refers to amounts received and receivable for services provided during the period, net of fair value of discounts[134](index=134&type=chunk) - The Group's operations and revenue are solely derived from providing mechanical rebar splicing services in Hong Kong during the period, thus having a single operating segment[134](index=134&type=chunk) [Other Income](index=21&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) This section provides a breakdown of other income, showing a year-on-year decrease to **HK$1,277 thousand** in 2021, primarily due to the cessation of Employment Support Scheme subsidies. Other Income Breakdown (For the three months ended September 30, 2021) | Item | 2021 (HK$ thousand) | 2020 (HK$ thousand) | | :--- | :--- | :--- | | Handling fees | 889 | 596 | | Insurance compensation | 31 | - | | Employment Support Scheme | - | 1,097 | | Others | 357 | 183 | | **Total** | **1,277** | **1,876** | [Profit Before Tax](index=22&type=section&id=%E9%99%A4%E7%A8%85%E5%89%8D%E6%BA%A2%E5%88%A9) This section details the various costs and expenses deducted when calculating profit before tax, including cost of inventories, depreciation, directors' emoluments, staff costs, research expenses, and depreciation of right-of-use assets. Profit Before Tax Components (For the three months ended September 30, 2021) | Item | 2021 (HK$ thousand) | 2020 (HK$ thousand) | | :--- | :--- | :--- | | Cost of inventories recognized as expense | 10,342 | 9,090 | | Depreciation of plant and equipment | 775 | 674 | | Directors' emoluments | 1,845 | 1,387 | | Other staff costs - salaries and other benefits | 3,840 | 3,434 | | Other staff costs - retirement benefit scheme contributions | 175 | 149 | | Total staff costs | 4,970 | 5,860 | | Research expenses | 101 | 92 | | Depreciation of right-of-use assets | 927 | 589 | [Tax](index=23&type=section&id=%E7%A8%85%E9%A0%85) Hong Kong profits tax is levied under a two-tiered system, with the first **HK$2.0 million** of assessable profits taxed at **8.25%** and the remainder at **16.5%**. The Group expects no material unprovided deferred tax assets or liabilities in the foreseeable future. - Hong Kong profits tax is levied at **8.25%** on the first **HK$2.0 million** of assessable profits and **16.5%** on the remainder[163](index=163&type=chunk) - The Group has no material unprovided deferred tax assets or liabilities[163](index=163&type=chunk) [Earnings Per Share](index=23&type=section&id=%E6%AF%8F%E8%82%A1%E7%86%B1%E5%88%A9) Basic earnings per share for the period was **0.74 HK cents**, calculated based on profit attributable to owners of the Company and the weighted average of **800,000,000** ordinary shares. Diluted earnings per share is the same as basic earnings per share due to no potential dilutive ordinary shares. Basic Earnings Per Share Calculation (For the three months ended September 30, 2021) | Item | 2021 | 2020 | | :--- | :--- | :--- | | Profit attributable to owners of the Company (HK$ thousand) | 5,933 | 4,738 | | Weighted average number of ordinary shares (thousand shares) | 800,000 | 800,000 | - Diluted earnings per share is the same as basic earnings per share because there were no potentially dilutive ordinary shares outstanding for the three months ended September 30, 2021 and 2020[169](index=169&type=chunk) [Interim Dividends](index=24&type=section&id=%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF) The Board does not recommend the payment of an interim dividend for the current period. - The Board does not recommend the payment of a dividend for the current period (for the three months ended September 30, 2020: nil)[170](index=170&type=chunk) [Other Information](index=25&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) This section covers additional disclosures including share option schemes, directors' interests, substantial shareholders, and corporate governance practices. [Share Option Scheme](index=25&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The Company adopted a share option scheme in June 2018, effective in July. As of September 30, 2021, no share options were outstanding, granted, cancelled, exercised, or lapsed. - The Company conditionally adopted a share option scheme on **June 19, 2018**, which became unconditional on **July 12, 2018**[172](index=172&type=chunk) - As of September 30, 2021, no share options were outstanding, granted, cancelled, exercised, or lapsed[172](index=172&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=25&type=section&id=%E8%91%A3%E4%BA%8B%E8%B3%BC%E8%B2%B7%E8%82%A1%E4%BB%BD%E6%88%96%E5%82%B5%E6%AC%8A%E8%AD%89%E7%9A%84%E6%AC%8A%E5%88%A9) Except for the share option scheme, no arrangements were entered into by the Company or any associated corporation during the period that would enable directors to acquire benefits through acquiring shares or debentures of the Company or any other body corporate, and no director or their spouse or children under 18 had any right to subscribe for shares or debentures of the Company. - Save for the share option scheme, no arrangements were entered into by the Company or any associated corporation during the period that would enable directors to acquire benefits through acquiring shares or debentures of the Company or any other body corporate[173](index=173&type=chunk) - No director or their spouse or children under 18 had any right to subscribe for shares or debentures of the Company[173](index=173&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures](index=25&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%9C%80%E9%AB%98%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E6%96%BC%E8%82%A1%E4%BB%BD%E3%80%81%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E5%8F%8A%E5%82%B5%E6%AC%8A%E8%AD%89%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%EF%BC%8F%E6%88%96%E6%B7%A1%E5%80%89) This section discloses the long positions held by the Company's directors and chief executive in the shares, underlying shares, and debentures of the Company and its associated corporations as of September 30, 2021, in accordance with the SFO and GEM Listing Rules. Directors' and Chief Executive's Long Positions in Ordinary Shares and Underlying Shares of the Company (As of September 30, 2021) | Director's Name | Capacity | Number of Shares Held | Percentage of Company's Issued Voting Shares | | :--- | :--- | :--- | :--- | | Mr. Kwan Yin Tak | Interest of controlled corporation | 286,723,415 | 35.8% | | Mr. Lam Shu Yu | Beneficial owner | 76,580,732 | 9.6% | | Mr. Yeung Tim Lee | Beneficial owner | 64,390,244 | 8.0% | | Mr. Paulino Lim | Beneficial owner | 40,975,610 | 5.1% | - Mr. Kwan Yin Tak holds **100%** equity in Kin Sun Creative Limited, which holds **10,000 shares**, representing **100%** of its issued voting shares[178](index=178&type=chunk) [Substantial Shareholders' Interests and/or Short Positions in Shares and Underlying Shares of the Company](index=27&type=section&id=%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%82%A1%E4%BB%BD%E5%8F%8A%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%EF%BC%8F%E6%88%96%E6%B7%A1%E5%80%89) This section lists the long positions held by substantial shareholders (other than directors or chief executive) in the Company's shares or underlying shares as of September 30, 2021, including beneficial ownership and spouse interests, in accordance with the SFO. Substantial Shareholders' Long Positions in Ordinary Shares and Underlying Shares of the Company (As of September 30, 2021) | Shareholder's Name/Entity | Capacity | Number of Shares Held | Percentage of Company's Issued Voting Shares | | :--- | :--- | :--- | :--- | | Kin Sun Creative Limited | Beneficial owner | 286,723,415 | 35.8% | | Mr. Wong Man Po | Beneficial owner | 51,230,244 | 6.4% | | Ms. Chiu Yin Mei | Beneficial owner | 40,975,610 | 5.1% | | Ms. Ha Jasmine Nim Chi | Spouse interest | 286,723,415 | 35.8% | | Ms. Chan Ching | Spouse interest | 76,580,732 | 9.6% | | Ms. Lau Lee Kit | Spouse interest | 64,390,244 | 8.0% | | Ms. Wong Yuk Yu | Spouse interest | 51,230,244 | 6.4% | | Ms. Ng Pei Ying | Spouse interest | 40,975,610 | 5.1% | - Mr. Kwan Yin Tak beneficially owns **100%** of the issued shares of Kin Sun Creative Limited and is therefore deemed to have an interest in the shares held by it[183](index=183&type=chunk) - Ms. Ha Jasmine Nim Chi, spouse of Mr. Kwan Yin Tak, is deemed to have an interest in the shares held by him[185](index=185&type=chunk) [Dividends](index=28&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend the payment of a dividend for the current period. - The Board does not recommend the payment of a dividend for the current period (for the three months ended September 30, 2020: nil)[190](index=190&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=29&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B3%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%9A%84%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities. - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[192](index=192&type=chunk) [Directors' Material Interests in Transactions, Arrangements and Contracts Significant to the Company's Business](index=29&type=section&id=%E8%91%A3%E4%BA%8B%E6%96%BC%E5%B0%8D%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%A5%AD%E5%8B%99%E5%B1%AC%E9%87%8D%E5%A4%A7%E7%9A%84%E4%BA%A4%E6%98%93%E3%80%81%E5%AE%89%E6%8E%92%E5%8F%8A%E5%90%88%E7%B4%84%E7%9A%84%E9%87%8D%E5%A4%A7%E6%AC%8A%E7%9B%8A) Except for disclosed directors' service contracts/letters of appointment, no other transactions, arrangements, or contracts significant to the Group's business, in which a director or an entity connected with a director had a material direct or indirect interest, subsisted at the end of or during the period. - Save for those disclosed and service contracts/letters of appointment with directors, no other transactions, arrangements, or contracts significant to the Group's business, in which a director or an entity connected with a director had a material direct or indirect interest, subsisted at the end of or during the period[193](index=193&type=chunk) [Non-Competition Undertaking](index=29&type=section&id=%E4%B8%8D%E7%AB%B6%E7%88%AD%E6%89%BF%E8%AB%BE) Kin Sun Creative Limited, Mr. Kwan Yin Tak, and Mr. Yeung Tim Lee have provided irrevocable and unconditional non-competition undertakings to the Company, promising not to engage in any business competing with the Group. They confirmed compliance for the year ended June 30, 2021, and will provide confirmation for 2021/22. - Kin Sun Creative Limited and Mr. Kwan Yin Tak each jointly and severally, irrevocably and unconditionally, provided a non-competition undertaking to the Company[194](index=194&type=chunk) - Mr. Yeung Tim Lee also irrevocably and unconditionally provided a non-competition undertaking to the Company[199](index=199&type=chunk) - For the year ended June 30, 2021, Kin Sun Creative Limited, Mr. Kwan Yin Tak, and Mr. Yeung Tim Lee each confirmed compliance with the terms of the non-competition undertaking[199](index=199&type=chunk) [Conflicts of Interest](index=31&type=section&id=%E5%88%A9%E7%9B%8A%E8%A1%9D%E7%AA%81) During the period, none of the Company's directors, substantial shareholders, or management shareholders, or their respective associates, engaged in any business directly or indirectly competing or potentially competing with the Group's business, or had any other conflicts of interest with the Group. - During the period, none of the Company's directors, substantial shareholders, or management shareholders, or their respective associates, engaged in any business directly or indirectly competing or potentially competing with the Group's business, or had any other conflicts of interest with the Group[202](index=202&type=chunk) [Audit Committee](index=31&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%91%98%E6%9C%83) The Audit Committee was established in June 2018, comprising three independent non-executive directors, with Mr. Ng Ming Hon as Chairman. The Committee has reviewed the unaudited condensed consolidated financial results for the period and confirmed their compliance with applicable accounting standards and adequate disclosure. - The Audit Committee was established on **June 19, 2018**, comprising three independent non-executive directors, with Mr. Ng Ming Hon as Chairman[203](index=203&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial results for the period and believes that these statements were prepared in compliance with applicable accounting standards and provided adequate disclosure[203](index=203&type=chunk) [Corporate Governance Code](index=31&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E5%AE%88%E5%89%87) The Company's Board and management are committed to maintaining high standards of corporate governance and transparency. During the period, the Company complied with all provisions of the Corporate Governance Code and Corporate Governance Report set out in Appendix 15 of the GEM Listing Rules. - The Company's Board and management are committed to maintaining high standards of corporate governance and transparency for the benefit of all stakeholders[204](index=204&type=chunk) - During the period, the Company complied with all provisions of the Corporate Governance Code and Corporate Governance Report set out in Appendix 15 of the GEM Listing Rules[204](index=204&type=chunk) [Code of Conduct for Securities Transactions by Directors](index=32&type=section&id=%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E7%9A%84%E6%93%8D%E5%AE%88%E8%A6%8F%E5%89%87) The Company has adopted a code of conduct for securities transactions by directors and employees, no less stringent than required by the GEM Listing Rules. All directors confirmed compliance with this code for the three months ended September 30, 2021. - The Company has adopted a code of conduct for securities transactions by directors, its employees, and directors and employees of its subsidiaries and holding companies, with terms no less stringent than the required standards set out in Rules 5.48 to 5.67 of the GEM Listing Rules[209](index=209&type=chunk) - All directors confirmed that they complied with this code of conduct for the three months ended September 30, 2021[209](index=209&type=chunk) [Publication of First Quarterly Report](index=32&type=section&id=%E5%88%8A%E7%99%BC%E7%AC%AC%E4%B8%80%E5%AD%A3%E5%BA%A6%E5%A0%B1%E5%91%8A) The Company's 2021/22 First Quarterly Report will be dispatched to shareholders and published on the Company's website and the Stock Exchange's "HKEXnews" website. - The Company's 2021/22 First Quarterly Report will be dispatched to the Company's shareholders and published on the Company's website www.hklistco.com/8140 and the Stock Exchange's "HKEXnews" website www.hkexnews.hk[210](index=210&type=chunk)

BOSA TECHNOLOGY HOLDINGS LIMITED 人和科技控股有限公司 (於開曼群島註冊成立的有限公司) ( 股份代號：8140 ) 2021 年報 香港聯合交易所有限公司(「聯交所」) GEM 的特色 GEM 的定位·乃為中小型公司提供一個上市的市場·此等公司相比超其他在聯交所上市的公司帶 有較高投資風險。有意投資的人士應了解投資於該等公司的潜在風險,並應經過審慎周詳的考慮後方作 出投资決定。 由於GEM上市公司普遍為中小型公司,在GEM買賣的證券可能會較於主板買賣之證券承受較大 的市場波動風險,同時無法保證在 GEM 買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責,對其準確性或完整性亦不發表任 何聲明,並且明確表示概不就因本報告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失 承擔任何責任。 本報告乃遵照GEM 證券上市規則(「GEM上市規則」)之規定而提供有關人和科技控股有限公司(「本 公司 J)及其附屬公司(統稱(「本集團))之资料。本公司各董事(「董事」)頗就本報告共同及個別承擔全部 責任。董事在作出一切合理查詢後確認就彼等所深知及確信 ...