[Corporate Information](index=4&type=section&id=Corporate%20Information) This chapter provides essential corporate information for Renhe Technology Holdings Limited, including board members, committee compositions, registered office, headquarters, independent auditor, principal bankers, and share registrar - Board members include Mr. Quet Yim Tak (Non-executive Chairman), Mr. Lam Shu Yu, Mr. Paulino Lim, Mr. Yeung Tim Lee (Executive Directors), and Mr. Lo Chung Ching, Ms. Chuk Wai Ning, Mr. Ng Ming Hon (Independent Non-executive Directors)[11](index=11&type=chunk) - The Audit Committee Chairman is Mr. Ng Ming Hon, the Remuneration Committee Chairman is Mr. Lo Chung Ching, and the Nomination Committee Chairman is Mr. Quet Yim Tak[11](index=11&type=chunk) - The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in Hong Kong at Unit D, 29/F, King Palace Plaza, 55 King Yip Street, Kwun Tong, Kowloon, Hong Kong[11](index=11&type=chunk) - The independent auditor is BDO Limited, and the principal banker is Bank of China (Hong Kong) Limited[11](index=11&type=chunk) - The Hong Kong share registrar is Tricor Investor Services Limited, and the stock code is **8140**[14](index=14&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) [Market Overview](index=6&type=section&id=Market%20Overview) Hong Kong's economy significantly recovered in 2021 after two years of recession, growing by **6.4%** for the year, its fastest pace since **2010**; however, the fifth wave of COVID-19 (Omicron variant) in late **2021** escalated in Q1 **2022**, severely impacting the economy and society, though the government still forecasts **2% to 3.5%** growth for **2022** - Hong Kong's economy achieved **6.4%** growth in 2021, its fastest pace since **2010**, primarily driven by a rebound in global demand and local epidemic control[16](index=16&type=chunk) - Economic growth remained robust in the second half of 2021, with **5.5%** growth in Q3 and **4.8%** in Q4[16](index=16&type=chunk) - The fifth wave of COVID-19, which erupted in late 2021, escalated in Q1 2022, with confirmed cases briefly exceeding **50,000**, severely impacting the economy and society[16](index=16&type=chunk) - Despite the pandemic's impact, the government forecasts Hong Kong's economy to still grow by **2% to 3.5%** in 2022, with consumer price inflation expected to remain at a moderate **2%**[17](index=17&type=chunk) [Business Review and Outlook](index=7&type=section&id=Business%20Review%20and%20Outlook) The Group primarily provides mechanical rebar splicing services to the reinforced concrete construction industry in Hong Kong, serving main and sub-contractors; the company will continuously monitor business opportunities, strengthen market competitiveness to enhance profitability, and the board believes the **2018** GEM listing improved the Group's financial position and will further elevate its industry leadership - The Group's core business is providing mechanical rebar splicing services to the reinforced concrete construction industry in Hong Kong[19](index=19&type=chunk) - Key clients include main and sub-contractors for various reinforced concrete construction projects in Hong Kong, covering both public and private sectors[19](index=19&type=chunk) - The company will continuously monitor business opportunities and strengthen market competitiveness to enhance profitability and shareholder value[19](index=19&type=chunk) - The board believes that the listing on GEM of the Stock Exchange on **July 12, 2018**, improved the Group's financial position and facilitated the implementation of business plans, enhancing its industry standing[20](index=20&type=chunk) [Financial Summary and Review](index=8&type=section&id=Financial%20Summary%20and%20Review) For the nine months ended **March 31, 2022**, the Group's revenue increased by **11.6%** to **HK$77.6 million**, driven by new projects and clients; gross profit rose **8.2%** to **HK$29.8 million**, and net profit and total comprehensive income grew **9.5%** to **HK$16.2 million**, with both cost of sales and administrative expenses increasing Financial Summary for the Nine Months Ended March 31, 2022 | Metric | 2022 (HK$ '000) | 2021 (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | **77,631** | **69,565** | **11.6** | | Gross Profit | **29,814** | **27,558** | **8.2** | | Net Profit and Total Comprehensive Income | **16,194** | **14,793** | **9.5** | | Earnings Per Share (HK cents) | **2.02** | **1.86** | **8.6** | - The increase in revenue was primarily due to an increase in new projects and clients during the period[26](index=26&type=chunk) - Cost of sales increased by **13.8%** to **HK$47.8 million**, mainly due to higher connector costs and direct labor costs[27](index=27&type=chunk) - Other income remained at approximately **HK$4.5 million**, as increased inspection income and insurance compensation were offset by a decrease in one-off Employment Support Scheme income[30](index=30&type=chunk) - Administrative expenses increased by **3.1%** to **HK$13.2 million**, primarily due to an increase in directors' emoluments[31](index=31&type=chunk) [Liquidity and Financial Resources](index=10&type=section&id=Liquidity%20and%20Financial%20Resources) As of **March 31, 2022**, the Group maintained a robust financial position with cash and bank balances of approximately **HK$74.1 million**, a current ratio of approximately **4.8 times**, and a zero gearing ratio; the board believes the Group has sufficient resources to meet its operational financial needs - As of **March 31, 2022**, cash and bank balances were approximately **HK$74.1 million** (June 30, 2021: approximately **HK$72.6 million**)[37](index=37&type=chunk) - The current ratio was approximately **4.8 times** (June 30, 2021: approximately **4.1 times**), indicating good liquidity[37](index=37&type=chunk) - The gearing ratio was **zero** (June 30, 2021: **zero**), indicating no external borrowings[37](index=37&type=chunk) - The board believes the Group has sufficient resources to meet its operational financial needs[37](index=37&type=chunk) [Foreign Exchange Risk](index=10&type=section&id=Foreign%20Exchange%20Risk) 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 is sufficient to cover liabilities and will monitor risks, but currently holds no hedging agreements or derivative financial instruments for speculative purposes - All connectors for the Group are procured from Taiwan and denominated in New Taiwan Dollars, exposing it to exchange rate fluctuation risk against the Hong Kong Dollar[38](index=38&type=chunk) - Management believes the Group's foreign currency is sufficient to cover foreign currency liabilities when due, and will be funded by cash generated from operating activities[38](index=38&type=chunk) - The Group has not entered into any agreements to hedge exchange rate risks and will continue to monitor, considering hedging if necessary[38](index=38&type=chunk) - As of **March 31, 2022**, the Group held no derivative financial instruments for speculative purposes[38](index=38&type=chunk) [Contingent Liabilities](index=11&type=section&id=Contingent%20Liabilities) As of **March 31, 2022**, the Group was involved in a patent infringement lawsuit against its subsidiary; based on legal counsel's assessment, the board believes no provision for contingent liabilities is required, and there are no other significant contingent liabilities - The Group is involved in a patent infringement lawsuit against its subsidiary, BOSA Technology (R&D) Limited[40](index=40&type=chunk) - Based on legal counsel's assessment, the board believes no provision for contingent liabilities is required as of **March 31, 2022**[40](index=40&type=chunk) - Other than the aforementioned lawsuit, the Group had no other material contingent liabilities as of **March 31, 2022**[40](index=40&type=chunk) [Dividends](index=11&type=section&id=Dividends) The board does not recommend paying any dividends for the current period, consistent with the prior year's corresponding period - The board does not recommend paying any dividends for the nine months ended **March 31, 2022**[41](index=41&type=chunk) - No dividends were paid for the nine months ended **March 31, 2021**[41](index=41&type=chunk) [Pledged Assets](index=11&type=section&id=Pledged%20Assets) The Group's obligations under finance leases are secured by the lessor's pledge over the leased assets (motor vehicles); as of **March 31, 2022**, secured and unsecured obligations were approximately **HK$515,000**, a decrease from **HK$646,000** as of **June 30, 2021** - The Group's obligations under finance leases are secured by the lessor's pledge over the leased assets (motor vehicles)[42](index=42&type=chunk) - As of **March 31, 2022**, secured and unsecured obligations were approximately **HK$515,000**[42](index=42&type=chunk) - This amount decreased from approximately **HK$646,000** as of **June 30, 2021**[42](index=42&type=chunk) - Other than this, the Group had no pledged assets as of **March 31, 2022**[42](index=42&type=chunk) [Capital Structure](index=11&type=section&id=Capital%20Structure) The company was incorporated in the Cayman Islands in **2016** and listed on GEM of the Stock Exchange on **July 12, 2018**; its capital comprises ordinary shares and capital reserves, with working capital primarily sourced from cash and operating cash flows - The company was incorporated in the Cayman Islands as an exempted company on **October 24, 2016**[43](index=43&type=chunk) - Shares were listed on GEM of the Stock Exchange on **July 12, 2018**[43](index=43&type=chunk) - The company's capital comprises ordinary shares and capital reserves[43](index=43&type=chunk) - The Group funds its working capital, capital expenditures, and other liquidity needs through cash and cash equivalents and cash flows generated from operating activities[43](index=43&type=chunk) [Future Investments and Use of Listing Proceeds](index=12&type=section&id=Future%20Investments%20and%20Use%20of%20Listing%20Proceeds) The Group plans to acquire land in Hong Kong for a new workshop and invest in R&D; net listing proceeds of approximately **HK$37.8 million** remain largely unutilized, expected to be fully deployed by **December 31, 2022**, though social unrest and the pandemic have delayed the new workshop acquisition [Future Material Investments and Capital Asset Plans](index=12&type=section&id=Future%20Material%20Investments%20and%20Capital%20Asset%20Plans) As of **March 31, 2022**, the Group had no other material investment or capital asset plans apart from acquiring a plot of land in Hong Kong for a new workshop; unutilized listing proceeds are held as interest-bearing deposits and will be gradually used based on market conditions - As of **March 31, 2022**, the Group had no other material investment or capital asset plans, only a plan to acquire a plot of land in Hong Kong to establish a new workshop[48](index=48&type=chunk) - Unutilized proceeds are held as interest-bearing deposits with licensed banks in Hong Kong[48](index=48&type=chunk) - The Group will gradually utilize the remaining net proceeds in accordance with the methods outlined in the prospectus, subject to market conditions[48](index=48&type=chunk) [Material Investments, Acquisitions, and Disposals Held](index=12&type=section&id=Material%20Investments%2C%20Acquisitions%2C%20and%20Disposals%20Held) During the period, the Group held no material investments, nor did it undertake any acquisitions or disposals of subsidiaries, associates, joint ventures, or affiliated companies; as of **March 31, 2022**, there were no related material plans - During the period, the Group held no material investments, nor did it undertake any acquisitions or disposals of subsidiaries, associates, joint ventures, or affiliated companies[49](index=49&type=chunk) - As of **March 31, 2022**, the Group had no other material plans regarding significant investments, acquisitions, and disposals of subsidiaries, associates, and joint ventures[49](index=49&type=chunk) [Use of Listing Proceeds](index=12&type=section&id=Use%20of%20Listing%20Proceeds) The company listed on **July 12, 2018**, issuing **200 million** new shares with net proceeds of approximately **HK$37.8 million**; these funds will be applied as stated in the prospectus, expected to be fully utilized by **December 31, 2022**, with unutilized portions held as interest-bearing short-term demand deposits - The company's shares were listed on GEM of the Stock Exchange on **July 12, 2018**, with **200,000,000** new shares issued, generating net proceeds of approximately **HK$37.8 million**[50](index=50&type=chunk) - The proceeds will be applied in the manner described in the 'Future Plans and Use of Proceeds' section of the prospectus[50](index=50&type=chunk) - No material changes are expected to the plans related to the use of listing proceeds[50](index=50&type=chunk) - All unutilized net proceeds are held as interest-bearing short-term demand deposits with licensed banks in Hong Kong[50](index=50&type=chunk) - Barring any unforeseen circumstances, the remaining proceeds are expected to be utilized by **December 31, 2022**[50](index=50&type=chunk) [Comparison of Business Objectives with Actual Business Progress](index=13&type=section&id=Comparison%20of%20Business%20Objectives%20with%20Actual%20Business%20Progress) This section details the comparison between the use of listing proceeds outlined in the prospectus and actual progress as of **March 31, 2022**; the **HK$35.3 million** planned for land acquisition for a new workshop was delayed due to social unrest and the pandemic, now expected by **December 31, 2022**, and R&D expenditure was less than planned due to workshop delays and extended evaluation Use of Listing Proceeds vs. Actual Progress (As of March 31, 2022) | Purpose | Amount Planned in Prospectus (HK$ million) | Amount Utilized as of March 31, 2022 (HK$ million) | Remaining Net Amount Available as of March 31, 2022 (HK$ million) | Latest Development | Expected Timeline | | :--- | :--- | :--- | :--- | :--- | :--- | | Expansion of Operating Facilities (New Workshop) | **35.3** | - | **35.3** | Social unrest and COVID-19 pandemic affected acquisition assessment certainty, leading to delays | Completion of construction on a plot of land by December 31, 2022 | | Investment in R&D | **2.4** | **1.3** | **1.1** | Continue to seek suitable R&D opportunities to improve service quality and cost-effectiveness | Completion by December 31, 2022 | | General Working Capital | **0.1** | **0.1** | - | Utilized | Completed | | **Total** | **37.8** | **1.4** | **36.4** | | | - The **HK$35.3 million** originally allocated for land acquisition to establish a new workshop has been delayed due to social unrest, the COVID-19 pandemic, Sino-US political tensions, and high land prices, affecting assessment and acquisition progress[111](index=111&type=chunk) - As of **March 31, 2022**, R&D expenditure actually used was approximately **HK$1.3 million**, less than the planned **HK$2.4 million**, primarily due to delays in opening the new workshop and longer evaluation and execution times for R&D plans[116](index=116&type=chunk) - The board confirms no material change in the Group's business nature, and the delay in using proceeds will not materially adversely affect operations, though the Omicron outbreak may cause further delays[116](index=116&type=chunk) [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=17&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement presents the unaudited condensed consolidated profit or loss and other comprehensive income for the nine and three months ended **March 31, 2022**; for the nine-month period, revenue was **HK$77,631 thousand**, net profit and total comprehensive income was **HK$16,194 thousand**, and basic earnings per share was **2.02 HK cents** Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Nine Months Ended March 31, 2022 | Metric | 2022 (HK$ '000) | 2021 (HK$ '000) | | :--- | :--- | :--- | | Revenue | **77,631** | **69,565** | | Cost of Sales | **(47,817)** | **(42,007)** | | Gross Profit | **29,814** | **27,558** | | Other Income | **4,513** | **4,485** | | Other Losses | **(1,472)** | **(1,356)** | | Administrative Expenses | **(13,207)** | **(12,762)** | | Finance Costs | **(204)** | **(113)** | | Profit Before Tax | **19,444** | **17,812** | | Taxation | **(3,300)** | **(2,950)** | | Profit for the Period | **16,144** | **14,862** | | Exchange Differences Arising from Translation of Foreign Operations | **50** | **(69)** | | Profit and Total Comprehensive Income Attributable to Owners of the Company | **16,194** | **14,793** | | Basic Earnings Per Share (HK cents) | **2.02** | **1.86** | - For the three months ended **March 31, 2022**, revenue was **HK$23,223 thousand**, and profit for the period was **HK$3,864 thousand**[118](index=118&type=chunk) [Unaudited Condensed Consolidated Statement of Changes in Equity](index=18&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement outlines the unaudited condensed consolidated changes in equity for the nine months ended **March 31, 2022**; total equity at period-end was **HK$119,100 thousand**, an increase from **HK$102,906 thousand** as of **July 1, 2021**, primarily due to profit for the period and changes in exchange reserves Unaudited Condensed Consolidated Statement of Changes in Equity for the Nine Months Ended March 31, 2022 | Item | Share Capital (HK$ '000) | Share Premium (HK$ '000) | Other Reserves (HK$ '000) | Exchange Reserve (HK$ '000) | Retained Profits (HK$ '000) | Total (HK$ '000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of July 1, 2020 | **41** | **59,936** | **5,647** | **(95)** | **16,128** | **81,657** | | Total Comprehensive Income for the Period (2020/21) | - | - | - | **(69)** | **14,862** | **14,793** | | Balance as of March 31, 2021 | **41** | **59,936** | **5,647** | **(164)** | **30,990** | **96,450** | | Balance as of July 1, 2021 | **41** | **59,936** | **5,647** | **(487)** | **37,769** | **102,906** | | Total Comprehensive Income for the Period (2021/22) | - | - | - | **50** | **16,144** | **16,194** | | Balance as of March 31, 2022 | **41** | **59,936** | **5,647** | **(437)** | **53,913** | **119,100** | - As of **March 31, 2022**, retained profits increased to **HK$53,913 thousand**, while exchange reserves improved from negative **HK$487 thousand** to negative **HK$437 thousand**[123](index=123&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Information](index=19&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Information) [Company Information](index=19&type=section&id=Company%20Information) The company is an investment holding company incorporated in the Cayman Islands, with its shares listed on GEM of the Stock Exchange since **July 12, 2018**; the Group's principal business is providing mechanical rebar splicing services in Hong Kong - The company is an investment holding company incorporated in the Cayman Islands as an exempted company[128](index=128&type=chunk) - Shares have been listed on GEM of the Stock Exchange since **July 12, 2018**[128](index=128&type=chunk) - The Group is principally engaged in providing mechanical rebar splicing services to the reinforced concrete construction industry in Hong Kong[128](index=128&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=19&type=section&id=Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The unaudited condensed consolidated third quarterly financial statements are prepared in accordance with HKAS **34** and GEM Listing Rules, consistent with annual audited consolidated financial statements; several new or revised HKFRSs were adopted during the period, with HKFRS **16** Leases significantly impacting lease accounting by requiring lessees to recognize right-of-use assets and corresponding liabilities - The financial statements are prepared in accordance with Hong Kong Accounting Standard **34** 'Interim Financial Reporting' issued by the HKICPA and the applicable disclosure requirements of the GEM Listing Rules[129](index=129&type=chunk) - New or revised Hong Kong Financial Reporting Standards, effective or early adopted by the HKICPA, including HKFRS **16** Leases, have been adopted during the period[134](index=134&type=chunk)[135](index=135&type=chunk) - HKFRS **16** Leases introduces a single lessee accounting model, eliminating the distinction between operating and finance leases, requiring lessees to recognize right-of-use assets and corresponding liabilities[137](index=137&type=chunk) - Following the application of HKFRS **16**, lease payments will be separated into principal and interest components and presented as financing cash flows[139](index=139&type=chunk) [Revenue](index=22&type=section&id=Revenue) Revenue represents amounts received and receivable for services provided during the period, net of fair value of discounts; the Group's operations and revenue are solely derived from providing mechanical rebar splicing services in Hong Kong, thus it has only a single operating segment - Revenue represents amounts received and receivable for services provided during the period, net of the fair value of discounts[143](index=143&type=chunk) - The Group's operations and revenue are solely derived from providing mechanical rebar splicing services in Hong Kong[143](index=143&type=chunk) - Consequently, the Group has only a single operating segment, and no further analysis of this single segment is presented[143](index=143&type=chunk) [Other Income and Other Losses](index=22&type=section&id=Other%20Income%20and%20Other%20Losses) For the nine months ended **March 31, 2022**, other income was **HK$4,513 thousand**, mainly comprising handling fees and insurance compensation; other losses for the same period were **HK$1,472 thousand**, primarily net exchange losses Other Income and Other Losses for the Nine Months Ended March 31, 2022 | Item | 2022 (HK$ '000) | 2021 (HK$ '000) | | :--- | :--- | :--- | | **Other Income** | | | | Handling Fees | **3,926** | **2,177** | | Insurance Compensation | **559** | - | | Employment Support Scheme | - | **2,296** | | Others | **28** | **6** | | **Total Other Income** | **4,513** | **4,485** | | **Other Losses** | | | | Net Exchange Loss | **1,472** | **1,356** | - For the three months ended **March 31, 2022**, other income was **HK$1,460 thousand**, and other losses were **HK$660 thousand**[144](index=144&type=chunk) [Profit Before Tax](index=23&type=section&id=Profit%20Before%20Tax) Profit before tax is derived after deducting various expenses, including cost of inventories, depreciation of plant and equipment, directors' emoluments, other staff costs (salaries and benefits, retirement benefit scheme contributions), research expenses, and depreciation of right-of-use assets Profit Before Tax Deductions for the Nine Months Ended March 31, 2022 | Item | 2022 (HK$ '000) | 2021 (HK$ '000) | | :--- | :--- | :--- | | Cost of Inventories Recognized as Expense | **29,944** | **26,132** | | Depreciation of Plant and Equipment | **2,526** | **2,646** | | Directors' Emoluments | **4,963** | **4,335** | | Total Other Staff Costs | **17,802** | **16,082** | | Research Expenses | **396** | **352** | | Depreciation of Right-of-Use Assets | **2,737** | **1,843** | - Total staff costs include salaries and other benefits of **HK$12,333 thousand** and retirement benefit scheme contributions of **HK$506 thousand**[158](index=158&type=chunk) [Taxation](index=24&type=section&id=Taxation) Hong Kong profits tax is levied under a two-tiered system, with the first **HK$2.0 million** of estimated assessable profits provisioned at **8.25%** and the remainder at **16.5%**; the Group anticipates no material unprovided deferred tax assets or liabilities in the foreseeable future - Hong Kong profits tax is provisioned at **8.25%** for the first **HK$2.0 million** of estimated assessable profits[163](index=163&type=chunk) - Estimated assessable profits exceeding **HK$2.0 million** are provisioned at **16.5%**[163](index=163&type=chunk) - The Group has no material unprovided deferred tax assets or liabilities expected to be realized in the foreseeable future[163](index=163&type=chunk) [Earnings Per Share](index=24&type=section&id=Earnings%20Per%20Share) For the nine months ended **March 31, 2022**, basic earnings per share increased to **2.02 HK cents** from **1.86 HK cents** in the prior year; calculation is based on profit attributable to owners of the company and the weighted average of **800,000 thousand** ordinary shares Basic Earnings Per Share Calculation Data for the Nine Months Ended March 31, 2022 | Item | 2022 (HK$ '000/ '000 shares) | 2021 (HK$ '000/ '000 shares) | | :--- | :--- | :--- | | Profit Attributable to Owners of the Company (HK$ '000) | **16,144** | **14,862** | | Weighted Average Number of Ordinary Shares ('000 shares) | **800,000** | **800,000** | | **Basic Earnings Per Share (HK cents)** | **2.02** | **1.86** | - For the three months ended **March 31, 2022**, basic earnings per share was **0.48 HK cents**, compared to **0.58 HK cents** for the same period last year[118](index=118&type=chunk)[164](index=164&type=chunk) [Other Information](index=25&type=section&id=Other%20Information) [Share Option Scheme](index=25&type=section&id=Share%20Option%20Scheme) The company conditionally adopted a share option scheme on **June 19, 2018**, which became unconditional on **July 12, 2018**; as of **March 31, 2022**, there were no outstanding, granted, cancelled, exercised, or lapsed share options - The share option scheme was adopted on **June 19, 2018**, and became unconditional on **July 12, 2018**[168](index=168&type=chunk) - The terms of the scheme are in accordance with Chapter **23** of the GEM Listing Rules[168](index=168&type=chunk) - As of **March 31, 2022**, there were no outstanding, granted, cancelled, exercised, or lapsed share options[168](index=168&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=25&type=section&id=Directors%27%20Rights%20to%20Acquire%20Shares%20or%20Debentures) Excluding the share option scheme, during the period, neither the company nor any associated company entered into arrangements enabling directors to acquire benefits through shares or debentures of the company or any other body corporate; no director, spouse, or child under **18** has rights to subscribe for company shares or debentures - Excluding the share option scheme, during the period, neither the company nor any associated company entered into arrangements enabling directors to acquire benefits through shares or debentures of the company or any other body corporate[169](index=169&type=chunk) - No director, spouse, or child under **18** has rights to subscribe for the company's shares or debentures[169](index=169&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=25&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures) As of **March 31, 2022**, the company's directors and chief executive held long positions in the company's ordinary shares and underlying shares; Mr. Quet Yim Tak held **33.2%** through a controlled corporation, Mr. Lam Shu Yu held **12.4%**, Mr. Yeung Tim Lee held **8.0%**, and Mr. Paulino Lim held **5.1%** Directors' and Chief Executive's Long Positions in Ordinary Shares and Underlying Shares of the Company as of March 31, 2022 | Name | Capacity | Number of Shares Held | % of Company's Issued Voting Shares | | :--- | :--- | :--- | :--- | | Mr. Quet Yim Tak | Interest in Controlled Corporation | **265,163,415** | **33.2%** | | Mr. Lam Shu Yu | Beneficial Owner | **99,340,732** | **12.4%** | | Mr. Yeung Tim Lee | Beneficial Owner | **64,390,244** | **8.0%** | | Mr. Paulino Lim | Beneficial Owner | **40,975,610** | **5.1%** | - Mr. Quet Yim Tak beneficially owns **100%** of Kin Sun Creative Limited, and is therefore deemed to have an interest in the shares held by it[180](index=180&type=chunk) - Save as disclosed above, no other directors and chief executive had any interests and short positions in the shares, underlying shares, and debentures of the company and its associated corporations that were required to be recorded or notified[174](index=174&type=chunk) [Substantial Shareholders' Interests and/or Short Positions in Shares and Underlying Shares of the Company](index=27&type=section&id=Substantial%20Shareholders%27%20Interests%20and%2For%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of **March 31, 2022**, excluding directors, Kin Sun Creative Limited was the largest shareholder with **33.2%** of shares; other substantial shareholders included Mr. Wong Man Po (**6.4%**) and Ms. Chiu Yin Mei (**5.1%**), with several directors' spouses also deemed to hold shares due to spousal interests Substantial Shareholders' Long Positions in Ordinary Shares and Underlying Shares of the Company as of March 31, 2022 | Shareholder Name/Entity | Capacity | Number of Shares Held | % of Company's Issued Voting Shares | | :--- | :--- | :--- | :--- | | Kin Sun Creative Limited | Beneficial Owner | **265,163,415** | **33.2%** | | 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 | Spousal Interest (Spouse of Mr. Quet Yim Tak) | **265,163,415** | **33.2%** | | Ms. Chan Ching | Spousal Interest (Spouse of Mr. Lam Shu Yu) | **99,340,732** | **12.4%** | | Ms. Lau Lee Kit | Spousal Interest (Spouse of Mr. Yeung Tim Lee) | **64,390,244** | **8.0%** | | Ms. Wong Yuk Yu | Spousal Interest (Spouse of Mr. Wong Man Po) | **51,230,244** | **6.4%** | | Ms. Ng Pei Ying | Spousal Interest (Spouse of Mr. Paulino Lim) | **40,975,610** | **5.1%** | - Ms. Chiu Yin Mei is the company's administrative manager[181](index=181&type=chunk) - Spouses of several directors are deemed or taken to be interested in the shares owned by their spouses under the Securities and Futures Ordinance[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk) [Dividends](index=28&type=section&id=Dividends) The board does not recommend paying any dividends for the current period, consistent with the prior year's corresponding period - The board does not recommend paying any dividends for the current period[187](index=187&type=chunk) - No dividends were paid for the nine months ended **March 31, 2021**[187](index=187&type=chunk) [Purchase, Sale, or Redemption of the Company's Listed Securities](index=29&type=section&id=Purchase%2C%20Sale%2C%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) 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[189](index=189&type=chunk) [Directors' Material Interests in Transactions, Arrangements, and Contracts Significant to the Company's Business](index=29&type=section&id=Directors%27%20Material%20Interests%20in%20Transactions%2C%20Arrangements%2C%20and%20Contracts%20Significant%20to%20the%20Company%27s%20Business) Except for disclosed service contracts/letters of appointment, as of the period-end or during the period, there were no other subsisting transactions, arrangements, or contracts entered into by the company or its subsidiaries in which a director or an entity connected with a director had a material direct or indirect interest significant to the Group's business - Except for those disclosed and service contracts/letters of appointment entered into with directors, there were no other subsisting transactions, arrangements, or contracts entered into by the company or its subsidiaries in which a director or an entity connected with a director had a material direct or indirect interest significant to the Group's business[190](index=190&type=chunk) [Non-Competition Undertaking](index=29&type=section&id=Non-Competition%20Undertaking) Kin Sun Creative Limited, Mr. Quet Yim Tak, and Mr. Yeung Tim Lee have each given an irrevocable and unconditional non-competition undertaking to the company, pledging not to directly or indirectly engage in any business competing with the Group's operations; as of the year ended **June 30, 2021**, they all confirmed compliance with this undertaking - Kin Sun Creative Limited, Mr. Quet Yim Tak, and Mr. Yeung Tim Lee have each given an irrevocable and unconditional non-competition undertaking to the company[191](index=191&type=chunk)[196](index=196&type=chunk) - The undertaking states that they will not directly or indirectly participate in, acquire, or hold any business that competes with or is similar to the Group's business[191](index=191&type=chunk)[196](index=196&type=chunk) - For the year ended **June 30, 2021**, Kin Sun Creative Limited, Mr. Quet Yim Tak, and Mr. Yeung Tim Lee all confirmed compliance with the terms of the non-competition undertaking[196](index=196&type=chunk) - The independent non-executive directors have reviewed and confirmed their compliance with the non-competition undertaking[196](index=196&type=chunk) [Conflicts of Interest](index=31&type=section&id=Conflicts%20of%20Interest) 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[198](index=198&type=chunk) [Audit Committee](index=31&type=section&id=Audit%20Committee) The company established an Audit Committee on **June 19, 2018**, comprising three independent non-executive directors, with Mr. Ng Ming Hon as Chairman; the Audit Committee has reviewed the Group's unaudited condensed consolidated financial results for the period and deemed them compliant with applicable accounting standards - The Audit Committee was established on **June 19, 2018**, and operates in accordance with its terms of reference approved by the board[199](index=199&type=chunk) - The committee comprises three independent non-executive directors: Mr. Ng Ming Hon (Chairman), Mr. Quet Yim Tak, and Mr. Lo Chung Ching[199](index=199&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial results for the period and is of the opinion that they were prepared in accordance with applicable accounting standards and adequately disclosed[199](index=199&type=chunk) [Corporate Governance Code](index=31&type=section&id=Corporate%20Governance%20Code) The board and management are committed to maintaining high standards of corporate governance and transparency in the interests of all stakeholders; during the period, the company complied with all provisions of the Corporate Governance Code and Corporate Governance Report set out in Appendix **15** to the GEM Listing Rules - The board and management are committed to maintaining high standards of corporate governance and transparency in the interests of all stakeholders[200](index=200&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** to the GEM Listing Rules[200](index=200&type=chunk) [Model Code for Securities Transactions by Directors](index=32&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The company has adopted a model code for securities transactions by its directors and employees, whose terms are no less exacting than those in the GEM Listing Rules; upon enquiry, all directors confirmed compliance with this code for the nine months ended **March 31, 2021** - The company has adopted a model code for securities transactions by its directors, employees, and directors and employees of its subsidiaries and holding companies[204](index=204&type=chunk) - The terms of this model code are no less exacting than the required standards of dealing set out in Rules **5.48** to **5.67** of the GEM Listing Rules[204](index=204&type=chunk) - All directors confirmed that they had complied with the model code for the nine months ended **March 31, 2021**[204](index=204&type=chunk) [Publication of Third Quarterly Report](index=32&type=section&id=Publication%20of%20Third%20Quarterly%20Report) The company's Third Quarterly Report for **2021/2022** will be dispatched to the company's shareholders and published on the company's website www.hklistco.com/**8140** and the HKEXnews website www.hkexnews.hk - The company's Third Quarterly Report for **2021/2022** will be dispatched to the company's shareholders[205](index=205&type=chunk) - The report will also be published on the company's website www.hklistco.com/**8140** and the HKEXnews website www.hkexnews.hk[205](index=205&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) 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 ...

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 2020/21 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 2020/21 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 ...

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） BOSA TECHNOLOGY HOLDINGS LIMITED 人和科技控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 8140) First Quarterly Report 2020/21 第一季度報告 2020/21 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 ...

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) 2020 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,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, ...

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 2019/20 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))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 ...

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 2019/20 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))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 ...