虎视传媒(01163) - 2024 - 中期财报

Company Information Board of Directors and Committee Composition The Board of Directors includes executive, non-executive, and independent non-executive directors, with specific chairs for the Audit, Nomination, and Remuneration Committees - The Board of Directors comprises 2 executive directors (Ms. Chang Sufang also serving as Chairperson and CEO), 1 non-executive director, and 3 independent non-executive directors[5] - Mr. Chen Huan chairs the Audit Committee, Mr. Yao Yaping chairs the Nomination Committee, and Mr. Zhang Yaoliang chairs the Remuneration Committee[5] Registered Office and Principal Places of Business The company's registered office is in the Cayman Islands, with its China headquarters in Beijing and Hong Kong principal place of business in North Point - The registered office is in the Cayman Islands, the China headquarters and principal place of business are in Chaoyang District, Beijing, and the Hong Kong principal place of business is in North Point[5] Professional Advisors and Listing Information The company's legal counsel is Ashurst, auditor is Ernst & Young, with stock code 1163 and 2,500 shares per board lot listed on the Main Board of the Stock Exchange - Legal counsel is Ashurst, and the auditor is Ernst & Young[5] - Stock code is 1163, with a board lot of 2,500 shares, listed on the Main Board of the Stock Exchange[6] Financial Highlights Key Financial Indicators For the six months ended June 30, 2024, revenue decreased by 22.1% to RMB130.67 million, gross profit fell 39.3% to RMB20.84 million, and the company reported a loss of RMB4.64 million from a profit, a 185.6% decline Key Financial Data for the Six Months Ended June 30 | Indicator | 2024 (RMB Thousand) | 2023 (RMB Thousand) | Period Change (%) | | :------------------ | :------------------ | :------------------ | :---------------- | | Revenue | 130,666 | 167,733 | (22.1) | | Gross Profit | 20,835 | 34,300 | (39.3) | | (Loss)/Profit for the Period | (4,640) | 5,423 | (185.6) | Management Discussion and Analysis Business Review The company, an online advertising platform, provides overseas online advertising services to Chinese advertisers, expanding media coverage and investing in AI to enhance its AdTensor platform amidst global economic challenges - The company operates as an online advertising platform connecting advertisers with media publishers, specializing in overseas online advertising services for Chinese advertisers, partnering with platforms like Meta, Google, Snapchat, and Douyin[9] - As of June 30, 2024, the number of advertisers increased to 1,241 (December 31, 2023: 785)[11] - The company re-architected its AdTensor technology platform, adding AI GPU host clusters and integrating advanced features like Generative AI (AIGC) and Large Language Models to enhance computing power and scalability[12] - To counter the global economic downturn, the company prioritized new advertiser demands, offered more favorable pricing policies, and upgraded its online advertising platform to improve return on investment[13] Financial Review During the reporting period, total revenue decreased by 22.1% to RMB130.7 million due to global economic recession and intensified market competition, leading to a 39.4% decline in gross profit and a shift from profit to loss, primarily driven by revenue decline, favorable pricing, and foreign exchange losses Revenue Breakdown by Pricing Model | Pricing Model | 2024 (RMB Thousand) | 2024 (%) | 2023 (RMB Thousand) | 2023 (%) | | :---------------- | :------------------ | :------- | :------------------ | :------- | | CPA Pricing Model | 112,900 | 86.4 | 130,490 | 77.8 | | CPC/CPM Pricing Model | 17,766 | 13.6 | 37,243 | 22.2 | | Total | 130,666 | 100.0| 167,733 | 100.0| Revenue Breakdown by Advertising Type | Advertising Type | 2024 (RMB Thousand) | 2024 (%) | 2023 (RMB Thousand) | 2023 (%) | | :--------------------------- | :------------------ | :------- | :------------------ | :------- | | Utility Tools and Content App Developers | 31,455 | 24.1 | 68,461 | 40.8 | | E-commerce | 56,764 | 43.4 | 60,222 | 35.9 | | Finance | 33,316 | 25.5 | 28,490 | 17.0 | | Others | 9,131 | 7.0 | 10,560 | 6.3 | | Total | 130,666 | 100.0| 167,733 | 100.0| - Total revenue decreased by 22.1% year-on-year to RMB130.7 million, primarily due to global economic recession and intensified market competition[17] Cost of Sales Breakdown | Cost of Sales Item | 2024 (RMB Thousand) | 2024 (%) | 2023 (RMB Thousand) | 2023 (%) | | :------------------------- | :------------------ | :------- | :------------------ | :------- | | Douyin | 38,515 | 35.1 | 18,728 | 14.0 | | Google | 36,702 | 33.4 | 55,559 | 41.6 | | Facebook | 27,963 | 25.4 | 27,154 | 20.4 | | Other Traffic Acquisition Costs | 2,148 | 2.0 | 24,403 | 18.3 | | External Optimizer and Designer Expenses | 1,999 | 1.8 | 4,654 | 3.5 | | Internal Salaries and Benefits | 2,504 | 2.3 | 2,935 | 2.2 | | Total | 109,831 | 100.0| 133,433 | 100.0| - Total cost of sales decreased by 17.7% year-on-year to RMB109.8 million, mainly due to reduced purchases of advertising inventory from utility tool app developers and lower external optimizer expenses[19] Total Gross Profit and Gross Profit Margin | Indicator | 2024 (RMB Thousand) | 2023 (RMB Thousand) | | :------------------ | :------------------ | :------------------ | | Total Revenue | 130,666 | 167,733 | | Total Cost of Sales | 109,831 | 133,433 | | Total Gross Profit | 20,835 | 34,300 | | Total Gross Profit Margin | 15.9% | 20.5% | - Total gross profit decreased by 39.4% year-on-year to RMB20.8 million, primarily due to more favorable pricing policies offered to advertisers to expand market share[21] - Other income and gains increased by 12.1% to RMB3.7 million, mainly due to higher interest income from increased bank balances[22] - Selling and distribution expenses decreased by 6.1% to RMB4.6 million, primarily due to reduced bonuses for sales and marketing personnel following a decline in profit[23] - Administrative expenses decreased by 5.6% to RMB23.8 million, mainly due to reduced employee salaries and benefits from the company's talent structure optimization[24] - Other expenses significantly increased by 1,800% to RMB1.9 million, primarily due to foreign exchange losses from the depreciation of the Euro[25] - Finance costs decreased by 18.8% to RMB39 thousand, mainly due to reduced amortization costs of lease liabilities[26] - The company recorded a loss of RMB4.6 million for the period, compared to a profit of RMB5.4 million in the same period last year[27] Employees and Remuneration Policy As of June 30, 2024, the company had 136 employees, with optimizers and designers forming the largest group, offering competitive remuneration and having adopted share option and share award schemes for employee incentives Employee Breakdown by Function (As of June 30, 2024) | Function | Number of Employees | Percentage of Total (%) | | :------------------------- | :------------------ | :---------------------- | | Optimizers and Designers | 47 | 34.6 | | Sales and Marketing | 26 | 19.1 | | Operations | 39 | 28.7 | | Finance and Administration | 20 | 14.7 | | IT and R&D | 4 | 2.9 | | Total | 136 | 100.0 | - Total staff costs for the reporting period were approximately RMB17.4 million (prior period: approximately RMB20.2 million)[29] - The company adopted a post-IPO share option scheme and a share award scheme to incentivize and reward eligible individuals for their contributions, though no share options or awards were granted during the reporting period[30][31] Liquidity, Financial and Capital Resources The company maintains prudent financial management with a stable liquidity position, reporting RMB384.6 million in cash and cash equivalents as of June 30, 2024, with no interest-bearing bank borrowings, significant contingent liabilities, or pledged assets - As of June 30, 2024, cash and cash equivalents increased by approximately RMB26.1 million to approximately RMB384.6 million, primarily due to the disposal of time deposits[33] - There were no significant contingent liabilities or pledged assets at the end of the reporting period[32][38] - As of June 30, 2024, the company had contractual commitments for capital contributions of RMB8.0 million for investments measured at fair value through profit or loss, which were contracted but not yet provided for[35] Major Customer and Supplier Concentration | Item | As of June 30, 2024 (%) | As of June 30, 2023 (%) | | :--------------- | :---------------------- | :---------------------- | | Top Five Customers | 64.2 | 36.4 | | Largest Customer | 24.6 | 12.9 | | Top Five Suppliers | 91.9 | 63.2 | | Largest Supplier | 34.0 | 18.3 | Condensed Consolidated Cash Flow Statement Summary | Indicator | 2024 (RMB Thousand) | 2023 (RMB Thousand) | | :-------------------------------------- | :------------------ | :------------------ | | Net Cash Flows (Used in)/From Operating Activities | (19,217) | 36,287 | | Net Cash Flows From Investing Activities | 45,658 | 106,272 | | Net Cash Flows (Used in)/From Financing Activities | (1,219) | 10,426 | | Net Increase in Cash and Cash Equivalents | 25,222 | 152,985 | | Cash and Cash Equivalents at End of Period | 384,560 | 429,600 | - As of June 30, 2024, the company had no interest-bearing bank borrowings, and total lease liabilities were approximately RMB2.0 million[42] Selected Financial Ratios | Indicator | As of June 30, 2024 (%) | As of December 31, 2023 (%) | | :------------------ | :---------------------- | :-------------------------- | | Return on Equity | -4.8% | -5.8% | | Return on Total Assets | -1.3% | -1.7% | | Current Ratio | 1.3 | 1.4 | | Debt-to-Equity Ratio | — | — | | Gross Profit Margin | 15.9% | 19.0% | Financial Risks The company faces foreign currency, credit, and liquidity risks, managed through board-approved financial policies, credit assessments, and liquidity planning, without using derivative financial instruments for foreign currency hedging - The company is exposed to foreign currency risk (primarily from fluctuations in RMB, USD, and EUR exchange rates), credit risk (from counterparty defaults), and liquidity risk[46][47][48][49] - The company does not use derivative financial instruments to hedge foreign currency risk and manages credit risk through credit approval procedures and continuous monitoring of receivables[47][48] - The company monitors funding shortage risks through regular liquidity planning tools to maintain sufficient cash and credit facilities[49] Independent Review Report Review Conclusion Ernst & Young has reviewed the interim financial information in accordance with Hong Kong Standard on Review Engagements 2410, finding no issues suggesting non-compliance with Hong Kong Accounting Standard 34 - Independent auditor Ernst & Young has reviewed the interim financial information and found no matters that lead them to believe it is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34[51][52][53] Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2024, the company reported a loss of RMB4.64 million, compared to a profit of RMB5.42 million in the prior period, with basic and diluted loss per share of RMB0.01 Summary of Interim Condensed Consolidated Statement of Profit or Loss | Indicator | 2024 (RMB Thousand) | 2023 (RMB Thousand) | | :-------------------------------------- | :------------------ | :------------------ | | Revenue | 130,666 | 167,733 | | Gross Profit | 20,835 | 34,300 | | (Loss)/Profit Before Tax | (6,136) | 7,378 | | (Loss)/Profit for the Period | (4,640) | 5,423 | | (Loss)/Profit Attributable to Owners of the Parent | (4,397) | 6,113 | | Basic and Diluted (RMB) per Share | (0.01) | 0.01 | Interim Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2024, the company reported a total comprehensive loss of RMB3.80 million, primarily influenced by the loss for the period and exchange differences Summary of Interim Condensed Consolidated Statement of Comprehensive Income | Indicator | 2024 (RMB Thousand) | 2023 (RMB Thousand) | | :-------------------------------------- | :------------------ | :------------------ | | (Loss)/Profit for the Period | (4,640) | 5,423 | | Exchange Differences on Translation of Overseas Operations | 22 | 300 | | Exchange Differences on Translation of the Company's Financial Statements | 814 | 4,627 | | Total Comprehensive (Loss)/Income for the Period | (3,804) | 10,350 | Interim Condensed Consolidated Statement of Financial Position As of June 30, 2024, the company's total net assets were RMB192.32 million, a decrease from December 31, 2023, with net current assets at RMB167.87 million Summary of Interim Condensed Consolidated Statement of Financial Position | Indicator | As of June 30, 2024 (RMB Thousand) | As of December 31, 2023 (RMB Thousand) | | :------------------------------- | :--------------------------------- | :------------------------------------- | | Total Non-current Assets | 24,441 | 24,784 | | Total Current Assets | 708,823 | 645,877 | | Total Current Liabilities | 540,949 | 473,572 | | Net Current Assets | 167,874 | 172,305 | | Net Assets | 192,315 | 196,119 | | Total Equity | 192,315 | 196,119 | Interim Condensed Consolidated Statement of Changes in Equity As of June 30, 2024, total equity attributable to owners of the parent was RMB191.97 million, a decrease from the beginning of the period, primarily due to the loss incurred - As of June 30, 2024, total equity attributable to owners of the parent was RMB191,968 thousand, with non-controlling interests of RMB347 thousand[57] - A loss of RMB4,397 thousand for the period resulted in a decrease in equity attributable to owners of the parent[57] Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2024, net cash flow from operating activities was negative RMB19.22 million, from investing activities was positive RMB45.66 million, from financing activities was negative RMB1.22 million, with cash and cash equivalents at period-end totaling RMB384.56 million Summary of Interim Condensed Consolidated Statement of Cash Flows | Indicator | 2024 (RMB Thousand) | 2023 (RMB Thousand) | | :-------------------------------------- | :------------------ | :------------------ | | Net Cash Flows (Used in)/From Operating Activities | (19,217) | 36,287 | | Net Cash Flows From Investing Activities | 45,658 | 106,272 | | Net Cash Flows (Used in)/From Financing Activities | (1,219) | 10,426 | | Cash and Cash Equivalents at End of Period | 384,560 | 429,600 | - Net cash flow from operating activities shifted from a net inflow in the prior period to a net outflow, while net cash flow from investing activities primarily resulted from a decrease in time deposits[60] Notes to the Interim Condensed Consolidated Financial Information Company Information and Basis of Preparation The company, an investment holding company incorporated in the Cayman Islands, primarily engages in online advertising services, with interim condensed consolidated financial information prepared under HKAS 34 and read in conjunction with annual consolidated financial statements - The company is an investment holding company, with its subsidiaries primarily engaged in online advertising services[62] - The interim condensed consolidated financial information is prepared in accordance with Hong Kong Accounting Standard 34[63] Changes in Accounting Policies and Disclosures Revised HKFRSs, including amendments to HKFRS 16, HKAS 1, HKAS 7, and HKFRS 7, were adopted for the first time this period, with no significant impact on the Group's financial position or performance - Amendments to HKFRS 16 (Lease Liabilities in a Sale and Leaseback) had no impact on the Group's financial position or performance[64] - Amendments to HKAS 1 (Classification of Liabilities) had no impact on the classification of the Group's liabilities as current or non-current[65] - Amendments to HKAS 7 and HKFRS 7 (Supplier Finance Arrangements) had no impact on the Group as it has no supplier finance arrangements[65] Segment Information The Group's revenue and results are derived from a single operating segment of online advertising services, with mainland China remaining the largest market despite a revenue decline, while Hong Kong market revenue increased - The Group's revenue and reported results are derived from a single operating segment: providing online advertising services[66] Revenue from External Customers by Geographical Location | Region | 2024 (RMB Thousand) | 2023 (RMB Thousand) | | :----------- | :------------------ | :------------------ | | Mainland China | 63,035 | 76,495 | | Hong Kong | 42,307 | 28,893 | | Singapore | 9,559 | 18,939 | | Indonesia | 2,572 | 28,110 | | Other Countries | 13,193 | 15,296 | | Total | 130,666 | 167,733 | - During the reporting period, Customer A and Customer B became major customers, contributing RMB32,103 thousand and RMB29,265 thousand in revenue, respectively[69] Revenue, Other Income and Gains The Group's revenue primarily comprises performance-based revenue and agreed rebates, totaling RMB115.69 million and RMB14.98 million respectively, with other income and gains mainly from other income of RMB3.69 million Analysis of Revenue, Other Income and Gains | Item | 2024 (RMB Thousand) | 2023 (RMB Thousand) | | :------------------- | :------------------ | :------------------ | | Performance-based Revenue | 115,687 | 132,677 | | Agreed Rebates | 14,979 | 35,056 | | Total Revenue | 130,666 | 167,733 | | Other Income and Gains | 3,688 | 3,325 | - The Group has no revenue contracts with an expected duration of more than one year, thus the aggregate amount of the transaction price allocated to unsatisfied performance obligations is not disclosed[71] (Loss)/Profit Before Tax and Income Tax The Group's loss before tax was RMB6.14 million, primarily influenced by cost of services, employee benefits, and net foreign exchange differences, with an income tax credit of RMB1.50 million mainly from deferred tax Components of (Loss)/Profit Before Tax | Item | 2024 (RMB Thousand) | 2023 (RMB Thousand) | | :--------------------------- | :------------------ | :------------------ | | Cost of Services Provided | 107,328 | 130,498 | | Bank Interest Income | (2,456) | (916) | | Impairment Provision for Trade Receivables | 1,122 | 372 | | Employee Benefit Expenses | 17,415 | 20,175 | | Net Foreign Exchange Differences | 1,848 | (761) | Income Tax Credit/(Expense) | Item | 2024 (RMB Thousand) | 2023 (RMB Thousand) | | :--------------- | :------------------ | :------------------ | | Current — Hong Kong | 259 | 1,027 | | Current — Mainland China | — | 821 | | Deferred | (1,755) | 107 | | Total | (1,496) | 1,955 | - The company is incorporated in the Cayman Islands and is not subject to income tax; Hong Kong profits tax rate is 16.5%, and China enterprise income tax rate is 25%[73] Dividends and (Loss)/Earnings Per Share The company has not paid or declared dividends since incorporation, reporting a basic and diluted loss per share of RMB0.01 as of June 30, 2024, compared to a profit of RMB0.01 in the prior period - The company has not paid or declared any dividends since its incorporation[76] Basic and Diluted (Loss)/Earnings Per Share | Indicator | 2024 (RMB Thousand) | 2023 (RMB Thousand) | | :-------------------------------------- | :------------------ | :------------------ | | (Loss)/Profit Attributable to Ordinary Equity Holders of the Parent | (4,397) | 6,113 | | Weighted Average Number of Ordinary Shares in Issue for the Period (Shares) | 741,965,000 | 636,529,360 | | Basic and Diluted (RMB) per Share | (0.01) | 0.01 | Property, Plant and Equipment For the six months ended June 30, 2024, the Group incurred RMB3 thousand in asset acquisition costs and recognized RMB120 thousand in depreciation - For the six months ended June 30, 2024, the Group's asset acquisition costs amounted to RMB3 thousand (2023: RMB257 thousand)[78] - Depreciation of RMB120 thousand was recognized (2023: RMB117 thousand)[78] Financial Assets at Fair Value Through Profit or Loss As of June 30, 2024, financial assets at fair value through profit or loss totaled RMB67.98 million, primarily comprising unlisted equity investments and unlisted investments (wealth management products) Financial Assets at Fair Value Through Profit or Loss | Category | As of June 30, 2024 (RMB Thousand) | As of December 31, 2023 (RMB Thousand) | | :----------- | :--------------------------------- | :------------------------------------- | | Non-current | 12,065 | 12,613 | | Current | 55,910 | 55,072 | | Total | 67,975 | 67,685 | - These financial assets primarily consist of wealth management products issued by banks in mainland China, which are mandatorily classified as financial assets at fair value through profit or loss because their contractual cash flows are not solely payments of principal and interest[79] Trade Receivables and Payables As of June 30, 2024, total trade receivables were RMB259.24 million, with the majority due within one month, while total trade payables were RMB447.48 million, primarily settled within one year Ageing Analysis of Trade Receivables (As of June 30, 2024) | Ageing | Amount (RMB Thousand) | | :----------- | :-------------------- | | Within 1 month | 202,012 | | 1 to 3 months | 52,400 | | 3 to 12 months | 4,828 | | Total | 259,240 | Ageing Analysis of Trade Payables (As of June 30, 2024) | Ageing | Amount (RMB Thousand) | | :-------- | :-------------------- | | Within 1 year | 447,483 | - Trade payables are non-interest-bearing and generally settled within 60 days[81] Share Capital and Commitments As of June 30, 2024, issued and fully paid share capital was RMB2.60 million, and the Group had contractual commitments for capital contributions to investments totaling RMB8.00 million Share Capital Information | Item | As of June 30, 2024 (RMB Thousand) | As of December 31, 2023 (RMB Thousand) | | :----------------------- | :--------------------------------- | :------------------------------------- | | Issued and Fully Paid Share Capital | 2,599 | 2,599 | - As of the end of the reporting period, the Group had contractual commitments for capital contributions of RMB8,000 thousand for investments measured at fair value through profit or loss, which were contracted but not yet provided for[83] Related Party Transactions and Fair Value of Financial Instruments No related party transactions occurred during the reporting period; financial instruments are measured using a three-level fair value hierarchy, with financial assets at fair value through profit or loss primarily in Level 2 and 3, estimated via discounted cash flow and net asset valuation models - No transactions with related parties occurred during the reporting period[83] Fair Value Hierarchy of Assets Measured at Fair Value (As of June 30, 2024) | Category | Level 1 (RMB Thousand) | Level 2 (RMB Thousand) | Level 3 (RMB Thousand) | Total (RMB Thousand) | | :------------------------------------- | :--------------------- | :--------------------- | :--------------------- | :------------------- | | Financial Assets at Fair Value Through Profit or Loss | — | 55,910 | 12,065 | 67,975 | - The fair value of unlisted investments is estimated using a discounted cash flow valuation model, while the fair value of unlisted equity investments is estimated using market-based valuation techniques[85] Events After the Reporting Period and Approval of Financial Statements No significant events occurred after the reporting period, and the Board of Directors approved and authorized the issuance of the unaudited interim condensed consolidated financial statements on August 22, 2024 - There were no significant events after the reporting period[89] - The Board of Directors approved and authorized the issuance of the unaudited interim condensed consolidated financial statements on August 22, 2024[90] Corporate Governance and Other Information Future Plans and Prospects Amidst global economic uncertainty and industry competition, the company will focus on comprehensive marketing services, leveraging data-driven decisions, technological innovation (especially AI), cross-industry collaboration, and a blend of global and localized strategies for sustainable development - The company will focus on providing global, in-depth integrated marketing services, including performance advertising, influencer marketing, brand public relations, and video ad production[91] - Future strategies include data-driven decision-making, technology integration and innovation (enhancing AdTensor's AI, big data, and blockchain development), cross-industry collaboration and ecosystem building, and a combination of global vision with localized strategies[91] Corporate Governance Code and Securities Transactions The company adheres to high corporate governance standards, complying with the Corporate Governance Code except for the combined roles of Chairman and CEO, with directors confirming compliance with securities dealing standards and no listed securities redeemed, purchased, or sold during the period - The company complied with the Corporate Governance Code during the reporting period, except for the roles of Chairman and Chief Executive Officer being combined and held by Ms. Chang[94] - The directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the reporting period[95] - During the reporting period, the company did not redeem, purchase, or sell any of its listed securities[93] Directors' and Major Shareholders' Interests As of June 30, 2024, executive directors Ms. Chang and Ms. Li were each deemed interested in 288 million shares, representing 38.55% of issued shares, with other major shareholders also holding significant equity interests Interests of Directors and Chief Executive in the Company's Shares | Director's Name | Nature of Interest | Number of Shares Held (L) | Total | Approximate Percentage of Issued Shares | | :-------------- | :----------------- | :------------------------ | :------------ | :-------------------------------------- | | Ms. Chang | Interest in Controlled Corporation | 229,500,000 | 288,000,000 | 38.55% | | | Interest of Concert Parties | 58,500,000 | | | | Ms. Li | Interest in Controlled Corporation | 58,500,000 | 288,000,000 | 38.55% | | | Interest of Concert Parties | 229,500,000 | | | Interests of Major Shareholders in Shares and Underlying Shares | Shareholder Name | Nature of Interest | Number of Shares (L) | Approximate Percentage of Issued Shares | | :-------------------------- | :----------------- | :------------------- | :-------------------------------------- | | Rowtel | Beneficial Owner | 229,500,000 | 30.72% | | Fetech | Interest in Controlled Corporation | 229,500,000 | 30.72% | | Westel | Beneficial Owner | 58,500,000 | 7.83% | | Hera | Interest in Controlled Corporation | 58,500,000 | 7.83% | | Case Blue Limited | Beneficial Owner | 91,427,500 | 12.24% | | Case Holdings Group Limited | Interest in Controlled Corporation | 91,427,500 | 12.24% | | Yang Wei | Interest in Controlled Corporation | 91,427,500 | 12.24% | Share Option and Share Award Schemes The company has a post-IPO share option scheme and a share award scheme to incentivize eligible individuals, with 60 million and 62.25 million shares available for issuance respectively, though no options or awards were granted during the reporting period - The post-IPO share option scheme is valid for ten years from the listing date, with a maximum of 60,000,000 shares available for issuance, and no share options were granted during the reporting period[101] - The share award scheme is valid for ten years from its adoption date, with a maximum of 62,250,000 shares available for grant, and no award shares were granted during the reporting period[102] - The company will continue to adhere to the revised Chapter 17 and amend the schemes as necessary to comply with regulations[103] Audit Committee and Review of Interim Results The Audit Committee, chaired by Mr. Chen Huan and comprising two independent non-executive directors and one non-executive director, reviewed the Group's unaudited interim condensed consolidated financial statements and report, deeming them compliant with applicable Listing Rules - The Audit Committee comprises Mr. Chen Huan (Chairman), Mr. Zhang Yaoliang (Independent Non-executive Director), and Mr. Zheng Qi (Non-executive Director)[104] - The Audit Committee reviewed the Group's interim results and considered the statements to be prepared in compliance with the applicable Listing Rules[106] Use of Proceeds The company reallocated HKD4.3 million from strategic investments to AI technology and AdTensor platform development, extending the utilization period to December 31, 2025, with new share placement proceeds primarily for AI enhancement and general working capital - The total net proceeds from the global offering amounted to HKD100.9 million[107] - The Board resolved to reallocate the remaining unutilized IPO proceeds of approximately HKD4.3 million for the development of the Group's AI technology and AdTensor platform services, extending the utilization period to December 31, 2025[107] Use and Allocation of Global Offering Proceeds | Use | Original Planned Use (HKD Million) | Revised Allocation (HKD Million) | Unutilized as of June 30, 2024 (HKD Million) | Second Revised Allocation (HKD Million) | | :----------------------- | :--------------------------------- | :------------------------------- | :------------------------------------------- | :-------------------------------------- | | AI Technology and AdTensor Platform Services | 35.3 | 12.6 | — | 4.3 | | Strategic Investments and M&A | 10.1 | 8.9 | 4.3 | — | | Others | 55.5 | 34.2 | — | — | | Total | 100.9 | 55.7 | 4.3 | 4.3 | - Net proceeds from the placement of new shares, approximately HKD12,818,520, are primarily for strengthening big data, machine learning, and AI capabilities, improving AdTensor platform services, and supplementing general working capital[111] Details of Use of Proceeds from Placement of New Shares (As of June 30, 2024) | Use | Planned Use (HKD Million) | Actual Use (HKD Million) | Unutilized (HKD Million) | Expected Timeline | | :--------------------------------------- | :------------------------ | :----------------------- | :----------------------- | :----------------------- | | Strengthening Big Data, Machine Learning, and AI Capabilities; Improving AdTensor Platform Services | 9.0 | 3.4 | 5.6 | Before December 31, 2024 | | Supplementing Operations and General Working Capital | 3.8 | — | — | — | | Total | 12.8 | 3.4 | 5.6 | | Future Plans and Interim Dividends Beyond disclosed information, the Group has no significant future plans for investments or capital assets, and the Board has resolved not to declare any interim dividends for the reporting period - Other than those disclosed in the prospectus and this report, the Group had no significant future plans for investments or capital assets as of June 30, 2024[112] - The Board of Directors resolved not to declare any interim dividend for the reporting period[114] Definitions Definitions of Key Terms This section defines key terms used in the report, such as AdTensor, AI, Corporate Governance Code, CPA, CPC, CPM, GPU, HKFRSs, Listing Rules, and SFO, to ensure clear understanding of the report's content - AdTensor refers to the company's proprietary advertising optimization and management platform[115] - CPA (Cost Per Action), CPC (Cost Per Click), and CPM (Cost Per Mille/Thousand Impressions) are advertising pricing models mentioned in the report[115] - The report defines terms related to the company's structure, financial reporting, and listing, such as 'the Company,' 'the Group,' 'HKFRSs,' and 'Listing Rules'[115][117][118]