方正控股(00418) - 2024 - 中期财报

Company Information Company Information Overview This section provides basic company information for Founder Holdings Limited, including board members, registered office, head office, share registrar, auditor, legal counsel, and listing details - Board members include Executive Directors Mr. Qi Zixin (Chairman), Mr. Shao Hang (President), Mr. Wang Jinchao, Mr. Zhang Jianguo, Ms. Wu Jing, Mr. Li Shuofeng, and Independent Non-executive Directors Mr. Chan Chung Chak, Mr. Lai Nga Ming, Mr. Zhai Zhisheng[1] - The Audit Committee Chairman is Mr. Chan Chung Chak, the Remuneration Committee Chairman is Mr. Lai Nga Ming, and the Nomination Committee Chairman is Mr. Qi Zixin[1] - The company's stock code is 00418, with a board lot size of 2,000 shares, listed on the Main Board of The Stock Exchange of Hong Kong Limited[1] Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2024, the Group's revenue slightly increased by 3.2% to HK$385,070 thousand, gross profit remained stable, but loss for the period significantly narrowed, and basic and diluted loss per share substantially decreased Key Data from Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Metric | 2024 (HK$ '000) | 2023 (HK$ '000) | Change (%) | | :--------- | :-------------- | :-------------- | :------- | | Revenue | 385,070 | 373,048 | +3.2% | | Cost of sales | (210,489) | (198,957) | +5.8% | | Gross profit | 174,581 | 174,091 | +0.3% | | Loss before tax | (5,245) | (27,654) | -81.0% | | Loss for the period | (4,402) | (26,887) | -83.6% | | Loss per share | (0.4) HK cents | (2.2) HK cents | -81.8% | Condensed Consolidated Statement of Comprehensive Income The Group's total comprehensive loss for the six months ended June 30, 2024, significantly decreased, primarily due to the narrowed loss for the period and reduced exchange differences on translation of overseas operations Key Data from Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Metric | 2024 (HK$ '000) | 2023 (HK$ '000) | Change (%) | | :--------------- | :-------------- | :-------------- | :------- | | Loss for the period | (4,402) | (26,887) | -83.6% | | Exchange differences on translation of overseas operations | (6,210) | (22,360) | -72.2% | | Total comprehensive loss for the period | (10,640) | (49,317) | -78.4% | - Fair value changes of equity investments at fair value through other comprehensive income shifted from a loss of HK$54 thousand in 2023 to an income of HK$140 thousand in 2024[3] Condensed Consolidated Statement of Financial Position As of June 30, 2024, the Group's total assets and total equity slightly decreased, net current assets remained stable, and non-current liabilities slightly reduced Key Data from Condensed Consolidated Statement of Financial Position (As of June 30) | Metric | June 30, 2024 (HK$ '000) | December 31, 2023 (HK$ '000) | Change (%) | | :--------------- | :--------------------- | :---------------------- | :------- | | Total non-current assets | 369,661 | 378,647 | -2.4% | | Total current assets | 1,029,125 | 1,087,770 | -5.4% | | Total current liabilities | 265,246 | 320,546 | -17.2% | | Net current assets | 763,879 | 767,224 | -0.4% | | Net assets | 1,089,448 | 1,100,088 | -1.0% | | Total equity | 1,089,448 | 1,100,088 | -1.0% | - Cash and cash equivalents decreased from HK$749,021 thousand as of December 31, 2023, to HK$672,902 thousand as of June 30, 2024[4] - Trade and bills receivables decreased from HK$181,898 thousand as of December 31, 2023, to HK$178,253 thousand as of June 30, 2024[4] Condensed Consolidated Statement of Changes in Equity The Group's total equity slightly decreased for the six months ended June 30, 2024, primarily due to the loss for the period and a reduction in exchange fluctuation reserve Key Data from Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Metric | June 30, 2024 (HK$ '000) | December 31, 2023 (HK$ '000) | | :--------------- | :--------------------- | :---------------------- | | Total equity | 1,089,448 | 1,100,088 | | Accumulated losses | (178,683) | (176,045) | | Exchange fluctuation reserve | (50,606) | (44,228) | - Total comprehensive loss for the period was HK$10,640 thousand, leading to a decrease in equity[6] - Revaluation reserve for land and buildings transferred to accumulated losses by HK$3,030 thousand, while general reserve increased by HK$1,266 thousand[6] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2024, the Group's net cash used in operating activities decreased, but net cash used in investing activities significantly increased, leading to an expanded net decrease in cash and cash equivalents Key Data from Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Activity | 2024 (HK$ '000) | 2023 (HK$ '000) | Change (%) | | :--------------- | :-------------- | :-------------- | :------- | | Net cash used in operating activities | (68,682) | (78,982) | -13.0% | | Net cash used in investing activities | (219,431) | (1,474) | +14786% | | Net cash used in financing activities | (1,629) | (1,675) | -2.7% | | Net decrease in cash and cash equivalents | (289,742) | (82,131) | +252.8% | | Cash and cash equivalents at end of period | 453,768 | 629,128 | -27.9% | - Cash outflow from investing activities significantly increased, primarily due to an increase of HK$219,134 thousand in unpledged time deposits with original maturity over three months at acquisition[9] - Analysis of cash and cash equivalents at period-end shows unpledged time deposits significantly increased from HK$99,441 thousand in 2023 to HK$600,741 thousand in 2024[9] Notes to the Condensed Consolidated Interim Financial Statements 1. Basis of Preparation This condensed consolidated interim financial information is prepared in accordance with HKAS 34 and Appendix D2 of the Listing Rules, presented in Hong Kong dollars - The financial information is prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting and Appendix D2 of the Listing Rules[10] - All amounts are rounded to the nearest thousand Hong Kong dollars[10] 2. Changes in Accounting Policies and Disclosures Several revised HKFRSs were adopted for the first time this period, including lease liabilities in sale and leaseback, classification of liabilities as current or non-current, and supplier finance arrangements, but these revisions had no significant impact on the Group's financial position or performance - Adopted HKFRS 16 (Amendments), HKAS 1 (Amendments), and HKAS 7 and HKFRS 7 (Amendments), among others[11] - The amendments had no impact on the Group's financial position or performance, and liability classification remained unchanged[11][12] 3. Revenue The Group's revenue primarily derives from contracts with customers, with sales of information products and software being the main source, all from mainland China, and revenue recognized when goods are transferred at a point in time Revenue Analysis (For the six months ended June 30) | Revenue Source | 2024 (HK$ '000) | 2023 (HK$ '000) | | :------------- | :-------------- | :-------------- | | Revenue from contracts with customers | 382,507 | 370,156 | | Rental income | 2,563 | 2,892 | | Total Revenue | 385,070 | 373,048 | - All revenue from contracts with customers is derived from the sale of information products and software, entirely from the Mainland China market[13] - Revenue is recognized when goods are transferred at a point in time[13] 4. Other Income and Gains The Group's other income and gains primarily include government grants and bank interest income, with the total amount slightly decreasing Other Income and Gains (For the six months ended June 30) | Item | 2024 (HK$ '000) | 2023 (HK$ '000) | | :--------------- | :-------------- | :-------------- | | Bank interest income | 5,809 | 7,071 | | Government grants | 14,077 | 13,634 | | Gain on disposal of property, plant and equipment | 49 | 12 | | Others | 1,909 | 1,634 | | Total | 21,844 | 22,351 | 5. Finance Costs The Group's finance costs primarily consist of interest on lease liabilities, with the amount slightly decreasing compared to the same period last year Finance Costs (For the six months ended June 30) | Item | 2024 (HK$ '000) | 2023 (HK$ '000) | | :----------- | :-------------- | :-------------- | | Interest on lease liabilities | 74 | 89 | 6. Loss Before Tax Adjustments to the Group's loss before tax include cost of inventories sold, depreciation, impairment provisions, and research and development costs, with the reversal of impairment provision for entrusted loans positively impacting the narrowed loss Adjustments to Loss Before Tax (For the six months ended June 30) | Item | 2024 (HK$ '000) | 2023 (HK$ '000) | | :------------------- | :-------------- | :-------------- | | Cost of inventories sold | 144,299 | 142,091 | | Cost of services provided | 58,144 | 55,690 | | Depreciation of property, plant and equipment | 7,145 | 8,680 | | Impairment of trade receivables | 8,664 | 4,991 | | Reversal of impairment provision for entrusted loans | (9,741) | – | | Provision for obsolete inventories | 8,046 | 1,176 | | Research and development costs | 74,264 | 77,249 | - Reversal of impairment provision for entrusted loans of HK$9,741 thousand had a positive impact on the loss before tax for the current period[16] - Research and development costs for the current period amounted to HK$74,264 thousand, a decrease compared to the same period last year[16] 7. Income Tax The Group's income tax for the period is a credit, mainly from deferred tax credit, with Hong Kong profits tax rate at 16.5% and mainland China corporate income tax generally at 25%, though some subsidiaries enjoy preferential rates Income Tax Credit (For the six months ended June 30) | Item | 2024 (HK$ '000) | 2023 (HK$ '000) | | :------------- | :-------------- | :-------------- | | Current - Hong Kong | 10 | – | | Current - Mainland China | 6 | 1 | | Deferred | (859) | (768) | | Total Tax Credit | (843) | (767) | - Hong Kong profits tax rate is 16.5%, with a preferential rate of 8.25% for the first HK$2,000,000 of assessable profits for certain qualifying entities[18] - China corporate income tax rate is generally 25%, with some subsidiaries enjoying preferential rates of 5% or 15%[19] 8. Loss Per Share Attributable to Owners of the Parent The Group's basic and diluted loss per share for the six months ended June 30, 2024, was 0.4 HK cents, a significant reduction from the prior period, with no potentially dilutive ordinary shares outstanding during the period Loss Per Share (For the six months ended June 30) | Metric | 2024 (HK cents) | 2023 (HK cents) | | :----------- | :------------ | :------------ | | Basic and diluted loss per share | (0.4) | (2.2) | - Loss per share is calculated based on the unaudited loss for the period attributable to owners of the parent and the weighted average of approximately 1,199,747,000 ordinary shares in issue[20] - There were no potentially dilutive ordinary shares in issue during the current period and the corresponding period last year[20] 9. Interim Dividend The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2024, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2024[20] 10. Trade and Bills Receivables The Group's total trade and bills receivables slightly decreased, maintaining strict credit control with no significant credit concentration risk Trade and Bills Receivables (As of June 30) | Item | June 30, 2024 (HK$ '000) | December 31, 2023 (HK$ '000) | | :----------- | :--------------------- | :---------------------- | | Trade receivables | 206,995 | 206,346 | | Bills receivables | 17,174 | 13,081 | | Impairment | (45,916) | (37,529) | | Total | 178,253 | 181,898 | - Ageing analysis of trade and bills receivables shows that amounts due within 6 months account for the highest proportion[22] - Receivables from New Founder Group amounted to HK$55,000, a significant decrease from HK$296,000 at the end of last year[23] 11. Trade and Bills Payables The Group's total trade and bills payables slightly decreased, with most amounts due within 6 months Trade and Bills Payables (As of June 30) | Ageing | June 30, 2024 (HK$ '000) | December 31, 2023 (HK$ '000) | | :----------- | :--------------------- | :---------------------- | | Within 6 months | 36,420 | 44,699 | | 7 to 12 months | 13,869 | 12,601 | | 13 to 24 months | 5,279 | 2,741 | | Over 24 months | 3,542 | 3,361 | | Total | 59,110 | 63,402 | - Payables to New Founder Group were approximately HK$112,000, largely consistent with HK$113,000 at the end of last year[24] 12. Contingent Liabilities As of the end of the reporting period, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities as of June 30, 2024, and December 31, 2023[25] 13. Related Party Transactions The Group engaged in several significant related party transactions during the period, including sales of goods to China Ping An and New Founder Group, purchases of goods from New Founder Group, and payments for rent and management fees, all conducted on agreed terms or market prices Related Party Transactions (For the six months ended June 30) | Transaction Type | 2024 (HK$ '000) | 2023 (HK$ '000) | | :----------------- | :-------------- | :-------------- | | Sales of goods to China Ping An | 456 | 96 | | Sales of goods to New Founder Group | 2,015 | 187 | | Purchases of goods from New Founder Group | 388 | 359 | | Rent paid to New Founder | 6,235 | – | | Management fees paid to New Founder Group | 2,348 | 2,602 | - The Company's directors are key management personnel of the Group, with total remuneration paid to key management personnel amounting to HK$2,334 thousand during the period, a decrease from the same period last year[29] 14. Fair Value and Fair Value Hierarchy of Financial Instruments The Group disclosed the carrying amounts, fair values, and fair value measurement hierarchy of its financial instruments, primarily including pledged deposits, equity investments, bills receivables, and financial assets at fair value through profit or loss Carrying Amounts and Fair Values of Financial Instruments (As of June 30) | Item | June 30, 2024 Carrying Amount (HK$ '000) | June 30, 2024 Fair Value (HK$ '000) | | :------------------- | :--------------------------- | :--------------------------- | | Pledged deposits, non-current portion | 1,730 | 1,700 | | Equity investments at fair value through other comprehensive income | 560 | 560 | | Bills receivables | 17,174 | 17,174 | | Financial assets at fair value through profit or loss | 885 | 885 | | Total | 20,349 | 20,319 | - The fair value measurement hierarchy shows that equity investments at fair value through other comprehensive income and financial assets at fair value through profit or loss are classified as Level 1 (quoted prices in active markets), while bills receivables are classified as Level 2 (significant observable inputs)[32] - There were no financial liabilities measured at fair value during the current period and last year, and no transfers between Level 1 and Level 2, nor into or out of Level 3 for fair value measurements[34] 15. Events After the Reporting Period The Company received notification from the administrator of Peking University Founder Group Company Limited that its entrusted loans were further settled and repaid by approximately RMB 8.9 million (HK$9.7 million) in July 2024 - Entrusted loans from Peking University Founder Group Company Limited were further settled and repaid in July 2024, amounting to approximately RMB 8.9 million (HK$9.7 million)[37] - The Company will continue to closely monitor the subsequent developments and impact of this event, as well as the status of the entrusted loan receivables from Peking University Founder[37] 16. Approval of the Condensed Consolidated Interim Financial Information This condensed consolidated interim financial information was approved and authorized for issue by the Board of Directors on August 27, 2024 - The condensed consolidated interim financial information was approved and authorized for issue by the Board of Directors on August 27, 2024[38] Management Discussion and Analysis Overall Performance The Group's consolidated loss for the six months ended June 30, 2024, significantly narrowed, primarily due to a slight increase in turnover, reduced selling and distribution expenses, administrative expenses, and other net expenses, as well as a one-off gain from the reversal of impairment provision for entrusted loans Key Data on Overall Performance (For the six months ended June 30) | Metric | 2024 (HK$ '000) | 2023 (HK$ '000) | Change (%) | | :--------------- | :-------------- | :-------------- | :------- | | Consolidated loss attributable to owners of the parent | 4,400 | 26,900 | -83.6% | | Turnover | 385,100 | 373,000 | +3.2% | | Gross profit | 174,600 | 174,100 | +0.3% | | Gross profit margin | 45.3% | 46.7% | -1.4pp | | Selling and distribution expenses, administrative expenses and other net expenses | 201,600 | 223,900 | -10.0% | - The reduction in loss was primarily attributable to a one-off gain from the reversal of impairment provision for entrusted loans from Peking University Founder Group Company Limited, reduced staff costs, and lower foreign exchange losses due to smaller fluctuations in the RMB against the HKD[38] Business Review and Outlook The Group's font, printing, and media businesses made progress in product innovation, technological upgrades, market promotion, and business model transformation, particularly in AI-assisted design, inkjet printing technology, and media convergence large model applications Font Business Founder Font continues to innovate in font design, technology, marketing services, and market promotion, actively responding to national initiatives, advancing the 'Chinese Masterpiece Font Project,' and leveraging AI technology to enhance design efficiency and service capabilities - Advancing the development of the 'Chinese Masterpiece Font Project,' with Japanese versions of four exquisite fonts, including Yan Zhenqing Regular Script, Liu Gongquan Regular Script, Su Shi Running Script, and Cuan Baozi Stele Regular Script, now available[39] - Continuously promoting the application of AI-assisted font design technology to enhance design efficiency; utilizing AI technology to improve font recognition and intelligent recommendation capabilities[39] - Building a comprehensive service system, including the official website, 'Zijia' mini-program, and PC client, and strengthening market promotion through design competitions and industry forums[39] Printing Business China's printing industry is expected to gradually recover, and Founder Jet, a wholly-owned subsidiary, is deeply engaged in inkjet technology, launching multiple high-speed inkjet printing presses and software products, and actively expanding domestic and international markets - China's printing and recording media reproduction industry saw a 9% year-on-year increase in operating revenue, with a gradual recovery expected in 2024[40] - Founder Jet launched new products such as the Founder Jieying P6600CHD-33 high-speed coated paper inkjet web press, Founder Jieying D330HD high-speed sheet-fed inkjet press, and Founder Yunshu 4.0, which have entered the promotion and sales phase[40] - Installation volume of high-speed inkjet printing equipment significantly increased in the first half of 2024, with equipment and consumables sales expected to substantially exceed the same period last year in the second half, and multiple equipment models to achieve overseas sales and installation[40] Media Business The media business focuses on media convergence and integrated publishing policies, actively applying AI technology to develop a new generation of intelligent media open platforms and smart proofreading systems, and promoting a business model transformation towards service-oriented, expanding into the pan-media market - National policies promote the deep integration of city-level media, with 146 city-level integrated media centers established nationwide as of June 2024, accounting for 40%[41] - The Publicity Department of the CPC Central Committee issued the 'Implementation Opinions on Promoting Deep Integration and Development of Publishing,' driving the digital, networked, and intelligent transformation of the publishing industry[42] - Intensifying the development and iteration of the new generation intelligent media open platform 'Founder Yunque Integrated Media Platform,' deepening research and development of data and AI middle platforms, and releasing Founder Magic Cube Media Large Model and Intelligent Creator V2.0, focusing on event understanding, knowledge Q&A, and multimodal generation[43] - Released Founder Smart Proofreading 5.0, incorporating large model technology to comprehensively enhance ideological content review capabilities, intelligent error correction, and launching AI Editing Assistant[44] - Actively promoting the business model transformation from software solutions to licensing services, SaaS services, software services, and data services, with service-oriented business revenue accounting for over 50% in the first half of 2024[45] Outlook The Group's management will closely monitor changes in China's economy and IT market, continuously develop innovative solutions, effectively control costs, and seek new investment opportunities to enhance shareholder value - Management will continue to develop innovative solutions, providing more cost-effective products and solutions to meet customer needs and enhance competitiveness[46] - Closely monitor the performance of various business segments to achieve effective cost control and maximize shareholder value[46] - The Group has been seeking new investment opportunities in software development and system integration businesses to broaden its revenue and profit base[50] Employees The Group implements performance and merit-based human resource policies, offering competitive remuneration, on-the-job training, and retirement benefits, with approximately 1,039 employees as of June 30, 2024 - The Group formulates human resource policies based on performance and merit, offering competitive remuneration, bonuses, retirement benefit schemes, and medical insurance[46] - As of June 30, 2024, the Group had approximately 1,039 employees (December 31, 2023: 1,043 employees)[46] - No share options were granted to eligible directors and employees during the current interim period[46] Financial Review The Group maintains a sound financial position with no interest-bearing bank borrowings, ample liquidity, a low gearing ratio, and robust financial policies and risk management Liquidity, Financial Resources and Capital Commitments As of June 30, 2024, the Group had no interest-bearing bank borrowings, total assets of HK$1,398.8 million, a gearing ratio of 0.2%, and a current ratio of 3.88, indicating a healthy liquidity position - As of June 30, 2024, the Group had zero interest-bearing bank borrowings[47] Financial Resources and Ratios (As of June 30) | Metric | June 30, 2024 (HK$ million) | December 31, 2023 (HK$ million) | | :--------------- | :----------------------- | :------------------------ | | Total assets | 1,398.8 | 1,466.4 | | Liabilities | 309.4 | 366.3 | | Equity | 1,089.4 | 1,100.1 | | Net asset value per share | 0.91 HK dollars | 0.92 HK dollars | | Total cash and bank balances | 677.2 | 753.9 | | Gearing ratio | 0.2% | 0.3% | | Current ratio | 3.88 | 3.39 | - Prepayments, deposits, and other receivables increased by 46.0% to HK$68.9 million, while other payables and accrued liabilities decreased by 29.1% to HK$146.5 million[47] Financial Policy The Group implements a prudent financial policy with strict cash and risk management, holding cash surpluses primarily in HKD, RMB, and USD as short-term deposits - The Group implements a prudent financial policy, with strict control over its cash and risk management[48] - Cash and cash equivalents are primarily held in HKD, RMB, and USD, with cash surpluses placed in short-term deposits[48] Exchange Rate Fluctuation Risk and Related Hedging The Group faces minimal exchange rate fluctuation risk due to the stable USD to HKD exchange rate and RMB-denominated mainland China operations, currently not employing any financial instruments for hedging - The USD to HKD exchange rate is relatively stable, resulting in extremely low related exchange rate risk[49] - Most transactions for mainland China operations are denominated in RMB, and the conversion of RMB to foreign currencies is subject to China's government foreign exchange controls[49] - The Group faces minimal exchange rate fluctuation risk and does not use any financial instruments for hedging purposes[49] Contracts As of June 30, 2024, the Group's major software development and information product distribution business contracts amounted to approximately HK$476.9 million, all expected to be completed within one year Value of Major Business Contracts (As of June 30) | Item | June 30, 2024 (HK$ million) | December 31, 2023 (HK$ million) | | :----------- | :----------------------- | :------------------------ | | Total contract value | 476.9 | 329.2 | - All contracts are expected to be completed within one year[49] Significant Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures and Material Investments For the six months ended June 30, 2024, the Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures, nor any material investments - The Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures, nor any material investments during the current interim period[49] Pledge of Assets As of June 30, 2024, approximately HK$4.3 million of the Group's bank deposits were pledged to banks as collateral for banking facilities granted - As of June 30, 2024, approximately HK$4,300,000 of the Group's bank deposits were pledged to banks[50] - The pledged deposits serve as collateral for banking facilities granted[50] Future Plans for Material Investments or Capital Assets As of June 30, 2024, the Group had no specific future plans for material investments or capital assets but continues to seek new investment opportunities in software development and system integration businesses - As of June 30, 2024, the Group had no specific future plans for material investments or capital assets[50] - The Group has been seeking new investment opportunities in software development and system integration businesses to broaden its revenue and profit base and enhance shareholder value in the long term[50] Contingent Liabilities As of June 30, 2024, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities as of June 30, 2024[51] Events After the Reporting Period The Company received notification from the administrator of Peking University Founder Group Company Limited that its entrusted loans were further settled and repaid by approximately RMB 8.9 million (HK$9.7 million) in July 2024 - Entrusted loans from Peking University Founder Group Company Limited were further settled and repaid in July 2024, amounting to approximately RMB 8.9 million (HK$9.7 million)[52] - The Company will continue to closely monitor the subsequent developments and impact of this event, as well as the status of the entrusted loan receivables from Peking University Founder[52] Other Information Directors' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2024, Mr. Shao Hang and Mr. Zhang Jianguo directly beneficially owned ordinary shares of the Company, with no other directors having disclosable interests or short positions Directors' Long Positions in the Company's Ordinary Shares (As of June 30) | Name of Director | Capacity and Nature of Interest | Number of Ordinary Shares Held | Percentage of the Company's Issued Share Capital | | :--------- | :------------- | :------------- | :------------------------- | | Mr. Shao Hang | Directly beneficially owned | 12,685,556 | 1.05% | | Mr. Zhang Jianguo | Directly beneficially owned | 1,160,000 | 0.09% | - Save as disclosed above, no director had any interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations that were required to be recorded under Section 352 of the Securities and Futures Ordinance or otherwise notified to the Company and the Stock Exchange under the Model Code[52] Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares As of June 30, 2024, China Ping An Insurance (Group) Company of China, Ltd. and its associated companies held 30.60% of the Company's issued share capital through controlled entities, making them substantial shareholders Substantial Shareholders' Long Positions in the Company's Ordinary Shares (As of June 30) | Name | Capacity and Nature of Interest | Number of Ordinary Shares Held | Percentage of the Company's Issued Share Capital | | :----------------------- | :----------------- | :------------- | :------------------------- | | China Ping An Insurance (Group) Company of China, Ltd. | Through a controlled corporation | 367,179,610 | 30.60% | | Ping An Life Insurance Company of China, Ltd. | Through a controlled corporation | 367,179,610 | 30.60% | | New Founder (Beijing) Enterprise Management Development Co., Ltd. | Through a controlled corporation | 367,179,610 | 30.60% | | New Founder Holdings Development Co., Ltd. | Through a controlled corporation | 367,179,610 | 30.60% | | Founder Information Industry Co., Ltd. | Directly beneficially owned | 367,179,610 | 30.60% | - China Ping An is deemed to be interested in 367,179,610 shares by virtue of its interest in Ping An Life, which in turn controls Founder Information Industry Co., Ltd.[53][54] Purchase, Redemption or Sale of the Company's Listed Securities For the six months ended June 30, 2024, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities - Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities during the current interim period[56] Corporate Governance For the six months ended June 30, 2024, the Company complied with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited - The Company has complied with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules[56] Model Code for Securities Transactions by Directors of Listed Issuers The Company has adopted a model code no less exacting than that set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance with it - The Company has adopted a model code with terms no less exacting than those set out in Appendix C3 of the Listing Rules[56] - All directors confirmed their compliance with the Model Code for Securities Transactions by Directors during the accounting period covered by the interim report[56] Audit Committee The Company's Audit Committee, together with management, reviewed the Group's condensed consolidated interim financial statements for the six months ended June 30, 2024 - The Audit Committee has reviewed the Group's condensed consolidated interim financial statements for the six months ended June 30, 2024, including the accounting principles adopted[56] Changes in Directors' Information Mr. Hu Bin resigned as Executive Director, and Mr. Li Shuofeng was appointed as Executive Director, both effective from April 10, 2024 - Mr. Hu Bin resigned as an Executive Director of the Company, effective from April 10, 2024[56] - Mr. Li Shuofeng was appointed as an Executive Director of the Company, effective from April 10, 2024[56] Board of Directors As of the report date, the Board of Directors comprises six executive directors and three independent non-executive directors - The Board of Directors comprises Executive Directors Mr. Qi Zixin (Chairman), Mr. Shao Hang (President), Mr. Wang Jinchao, Mr. Zhang Jianguo, Ms. Wu Jing, and Mr. Li Shuofeng, as well as Independent Non-executive Directors Mr. Chan Chung Chak, Mr. Lai Nga Ming, and Mr. Zhai Zhisheng[57]