比优集团(08053) - 2024 - 中期财报

General Information & Disclaimer GEM Market Characteristics This section outlines the GEM market's role as a listing platform for SMEs, noting the associated higher investment risks, market volatility, and unguaranteed securities liquidity - The GEM market is designed for small and medium-sized companies, with investment risks potentially higher than those listed on the Main Board of the Stock Exchange[2][6] - GEM listed securities may be subject to significant market volatility and high liquidity cannot be guaranteed[3][6] Disclaimer and Directors' Responsibility This section clarifies that HKEX and the Stock Exchange bear no responsibility for the report's content, while the directors of Better Group Holdings Limited collectively and individually assume full responsibility for its accuracy, completeness, and non-misleading nature - Hong Kong Exchanges and Clearing Limited and The Stock Exchange take no responsibility for the contents of this report and make no representation as to its accuracy or completeness[4][6] - The directors of Better Group Holdings Limited jointly and severally accept full responsibility for the information in this report, confirming its accuracy, completeness, and absence of misleading or fraudulent elements in all material respects[5][6] HIGHLIGHTS This section summarizes Better Group's key financial performance for the six months ended September 30, 2023, including a 15.97% year-on-year revenue decrease, profit attributable to owners of approximately RMB 98.76 million, and no interim dividend recommendation Summary of Interim Results for the Six Months Ended September 30, 2023 | Metric | Amount (RMB) | | :--- | :--- | | Revenue | 639.20 million | | Decrease from prior fiscal year same period | approx. 15.97% | | Profit attributable to owners | 98.76 million | | Total comprehensive income attributable to owners | 96.11 million | | Basic earnings per share (RMB) | 0.028 | - The Board does not recommend the payment of an interim dividend[12] Financial Statements Condensed Consolidated Statement of Comprehensive Income This section presents the condensed consolidated comprehensive income for the six and three months ended September 30, 2023, showing a year-on-year revenue decrease but an increase in profit and total comprehensive income for the period, alongside exchange differences Condensed Consolidated Statement of Comprehensive Income (For the six months ended September 30, 2023) | Metric | 2023 (RMB'000) | 2022 (RMB'000) | | :--- | :--- | :--- | | Revenue (RMB'000) | 639,195 | 760,636 | | Cost of sales and services (RMB'000) | (379,763) | (499,796) | | Administrative and other operating expenses (RMB'000) | (97,097) | (70,082) | | Finance costs (RMB'000) | (4,186) | (8,197) | | Profit for the period (RMB'000) | 188,038 | 179,497 | | Exchange differences (RMB'000) | (153) | 7,103 | | Total comprehensive income for the period (RMB'000) | 187,885 | 186,600 | Condensed Consolidated Statement of Financial Position This section provides the condensed consolidated statement of financial position as of September 30, 2023, detailing the Group's non-current assets, current assets, current liabilities, non-current liabilities, and total equity, reflecting an increase in net assets Condensed Consolidated Statement of Financial Position (As of September 30, 2023) | Metric | As of Sep 30, 2023 (RMB'000) | As of Mar 31, 2023 (RMB'000) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment (RMB'000) | 2,002,578 | 1,940,086 | | Goodwill (RMB'000) | 43,359 | 43,359 | | Other intangible assets (RMB'000) | 586,664 | 576,342 | | Current assets | | | | Inventories (RMB'000) | 139,928 | 111,220 | | Trade and bills receivables (RMB'000) | 415,766 | 442,115 | | Cash and cash equivalents (RMB'000) | 295,271 | 586,625 | | Current liabilities | | | | Trade payables (RMB'000) | 410,084 | 523,546 | | Borrowings (RMB'000) | 482,948 | 593,000 | | Non-current liabilities | | | | Borrowings (RMB'000) | 270,306 | 270,306 | | Total equity (RMB'000) | 1,781,062 | 1,645,813 | Condensed Consolidated Statement of Changes in Equity This section presents the condensed consolidated statement of changes in equity for the six months ended September 30, 2023, detailing changes in share capital, treasury shares, reserves, and non-controlling interests, reflecting an increase in total equity Condensed Consolidated Statement of Changes in Equity (For the six months ended September 30, 2023) | Metric | As of Apr 1, 2023 (RMB'000) | Profit for the period (RMB'000) | Exchange differences (RMB'000) | As of Sep 30, 2023 (RMB'000) | | :--- | :--- | :--- | :--- | :--- | | Share capital (RMB'000) | 40,259 | - | - | 40,259 | | Treasury shares (RMB'000) | (27,640) | - | - | (27,640) | | Reserves (RMB'000) | 766,514 | 98,755 | (153) | 818,152 | | Equity attributable to owners of the Company (RMB'000) | 779,133 | 98,755 | (153) | 830,771 | | Non-controlling interests (RMB'000) | 866,680 | 84,283 | - | 950,291 | | Total equity (RMB'000) | 1,645,813 | 183,038 | (153) | 1,781,062 | Condensed Consolidated Statement of Cash Flows This section presents the condensed consolidated statement of cash flows for the six months ended September 30, 2023, showing a significant decrease in net cash from operating activities and a substantial increase in net cash used in investing activities, leading to a net decrease in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (For the six months ended September 30, 2023) | Cash flow type | 2023 (RMB'000) | 2022 (RMB'000) | | :--- | :--- | :--- | | Net cash from operating activities (RMB'000) | 16,709 | 80,156 | | Net cash used in investing activities (RMB'000) | (195,142) | (10,543) | | Net cash used in financing activities (RMB'000) | (112,768) | (105,420) | | Net decrease in cash and cash equivalents (RMB'000) | (291,201) | (35,807) | | Cash and cash equivalents at beginning of period (RMB'000) | 586,625 | 623,396 | | Effect of exchange rate changes (RMB'000) | (153) | 4,848 | | Cash and cash equivalents at end of period (RMB'000) | 295,271 | 592,437 | Notes to the Condensed Consolidated Financial Statements Corporate Information and Basis of Preparation This section introduces Better Group Holdings Limited's registration, listing, principal place of business, and main activities, stating that the interim financial statements are unaudited but reviewed by the audit committee and prepared in accordance with HKAS 34 - The Company was incorporated in the Cayman Islands, and its shares have been listed on GEM of the Stock Exchange since August 6, 2004[64] - The Group is principally engaged in the production and sale of explosives, provision of blasting operations and mining engineering, and sale of concentrates[64] - The Group primarily operates in China, with business activities conducted in RMB, and thus results are prepared in RMB[64] - The interim financial statements are unaudited but have been reviewed by the Audit Committee and prepared in accordance with Hong Kong Accounting Standard 34 issued by the HKICPA[64] Revenue Analysis This section details Better Group's revenue sources for the six months ended September 30, 2023, showing a 15.97% year-on-year decrease in total revenue, primarily due to a significant reduction in blasting operations and mining engineering income, while civil explosives and concentrate sales increased Revenue Analysis (For the six months ended September 30, 2023) | Business type | 2023 (RMB'000) | 2022 (RMB'000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Sales of civil explosives (RMB'000) | 359,416 | 336,940 | +6.67% | | Provision of blasting operations and mining engineering (RMB'000) | 63,623 | 226,416 | -71.90% | | Sales of concentrates (RMB'000) | 216,156 | 197,280 | +9.57% | | Total Revenue (RMB'000) | 639,195 | 760,636 | -15.97% | Segmental Information This section discloses Better Group's three reportable operating segments: mining business, explosives trading and blasting services, and bulk mineral trading, providing revenue and profit/loss for each segment, but without segment assets and liabilities - The Group has identified and presented the following reportable operating segments: mining business, explosives trading and blasting services, and bulk mineral trading[46] Segment Revenue and Profit (For the six months ended September 30, 2023) | Segment | External sales (RMB'000) | Segment profit/(loss) (RMB'000) | | :--- | :--- | :--- | | Mining business | 216,156 | 95,370 | | Explosives trading and blasting services | 423,039 | 108,532 | | Bulk mineral trading | – | – | | Total | 639,195 | 203,902 | - No segment assets and liabilities are presented as the Board is not provided with information on resource allocation and performance assessment[46] Income Tax This section details Better Group's income tax policies across different operating regions, including no assessable profits in Hong Kong and Mongolia, and preferential tax rates and exemptions for subsidiaries and branches in Tajikistan and China - No provision for Hong Kong profits tax and Mongolian corporate income tax has been made as no assessable profits were generated in Hong Kong or Mongolia during the current and prior periods[52][55] - The Tajikistan subsidiary is subject to applicable tax rates of 23% (non-goods production) and 13% (goods production) since December 2022[52][55] - Three Chinese high-tech enterprise subsidiaries enjoy a preferential PRC enterprise income tax rate of 15% for a period of three years[53][55] - Two branches and subsidiaries located in the Tibet Autonomous Region of China enjoy preferential tax rates, with Lhasa's EIT rate at 9% for the period 2015 to 2025[54][56] Income Tax Expense (For the six months ended September 30, 2023) | Tax type | 2023 (RMB'000) | 2022 (RMB'000) | | :--- | :--- | :--- | | PRC enterprise income tax (RMB'000) | 11,924 | 16,754 | | Tajikistan enterprise income tax (RMB'000) | 6,954 | 1,682 | | Total | 18,878 | 18,436 | Profit for the Period This section lists expenses deducted in calculating profit for the period, including depreciation of property, plant and equipment, amortisation of prepaid land lease payments, amortisation of intangible assets, and interest expense on bank and other borrowings Deductions from Profit for the Period (For the six months ended September 30, 2023) | Item | 2023 (RMB'000) | 2022 (RMB'000) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment (RMB'000) | 41,710 | 57,707 | | Amortisation of prepaid land lease payments (RMB'000) | 102 | 102 | | Amortisation of intangible assets (RMB'000) | 4,052 | 3,719 | | Interest expense on bank and other borrowings (RMB'000) | 4,186 | 8,197 | Dividends and Earnings Per Share This section states that the Board does not recommend an interim dividend, provides data for basic earnings per share calculation, and notes no dilutive potential ordinary shares for the period - The Board does not recommend the payment of an interim dividend[155] Basic Earnings Per Share Calculation Data (For the six months ended September 30, 2023) | Metric | 2023 (RMB'000) | 2022 (RMB'000) | | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company (RMB'000) | 98,755 | 96,431 | | Weighted average number of ordinary shares ('000 shares) | 3,496,414 | 3,529,880 | - For the six months ended September 30, 2023, there were no potential ordinary shares with dilutive effect, thus no diluted adjustment was made to basic earnings per share[62][158] Property, Plant and Equipment This section reports that Better Group's property, plant and equipment increased by RMB 206 million for the six months ended September 30, 2023 - Property, plant and equipment increased by RMB 206 million for the six months ended September 30, 2023[61][104] Contract Assets and Trade & Bills Receivables This section details the composition and aging analysis of Better Group's contract assets, trade and bills receivables, and explains credit policies for different businesses Contract Assets and Trade & Bills Receivables (As of September 30, 2023) | Item | As of Sep 30, 2023 (RMB'000) | As of Mar 31, 2023 (RMB'000) | | :--- | :--- | :--- | | Contract assets (RMB'000) | 171,196 | 181,877 | | Trade receivables, net (RMB'000) | 193,400 | 150,555 | | Bills receivables (RMB'000) | 51,170 | 109,683 | | Total | 415,766 | 442,115 | - Trade receivables for sales of explosives are due upon invoicing, blasting operation customers have a credit period of 0 to 60 days, and concentrate sales customers are required to pay in full prior to delivery[33] - Bills receivables generally have a credit period of 6 to 12 months[33] Aging Analysis of Trade Receivables (As of September 30, 2023) | Aging | As of Sep 30, 2023 (RMB'000) | As of Mar 31, 2023 (RMB'000) | | :--- | :--- | :--- | | 0-30 Days | 54,851 | 36,936 | | 31-90 Days | 39,106 | 47,302 | | 91 Days to 1 Year | 79,032 | 69,807 | | Over 1 Year | 191,607 | 178,387 | | Total | 364,596 | 332,432 | Trade Payables and Capital Commitments This section discloses total trade payables and their aging analysis as of September 30, 2023, and lists contracted but unprovided capital expenditures, primarily for acquiring property, plant and equipment - As of September 30, 2023, total trade payables amounted to RMB 410.084 million (March 31, 2023: RMB 523.546 million)[18] - The aging analysis of trade payables is presented based on invoice date, including 0-180 days, 181-365 days, and over 1 year[39][44][45] Capital Commitments (As of September 30, 2023) | Item | As of Sep 30, 2023 (RMB'000) | As of Mar 31, 2023 (RMB'000) | | :--- | :--- | :--- | | Acquisition of property, plant and equipment (RMB'000) | 21,455 | 514 | Related Party Transactions This section discloses Better Group's related party transactions for the six months ended September 30, 2023, primarily sales to associates, and lists total remuneration paid to key management personnel Related Party Transaction Amounts (For the six months ended September 30, 2023) | Transaction Type | 2023 (RMB'000) | 2022 (RMB'000) | | :--- | :--- | :--- | | Sales to related parties (associates) (RMB'000) | 8,087 | 6,589 | | Sales to related parties (associates) (RMB'000) | 15,568 | 4,482 | - Remuneration paid/payable to key management personnel for the period amounted to RMB 1.40868 million (2022: RMB 1.032 million)[59][69] MANAGEMENT DISCUSSION AND ANALYSIS Financial Review This section reviews Better Group's financial performance for the six months ended September 30, 2023, noting a 15.97% year-on-year decrease in quarterly turnover, mainly due to declining blasting business revenue, but stable civil explosives sales and completion of the gold extraction project entering trial production - The Group's quarterly turnover decreased by approximately 15.97% compared to the same period in 2022[70] - Sales of civil explosives remained largely flat year-on-year due to price adjustments[70] - Blasting business revenue experienced a significant decline due to downstream coal industry regulation and the suspension of some projects in Tibet[70][72] - The construction of the gold and iron extraction project from sulfur concentrate was completed by the end of September and entered trial production, expected to generate greater revenue[70][72] - Other income increased by approximately RMB 32 million, primarily due to a debt waiver of approximately RMB 32 million during the period[71][73] Liquidity and Financial Resources This section outlines Better Group's liquidity as of September 30, 2023, including net assets, current assets, cash and cash equivalents, and current liabilities, indicating a decrease in cash and cash equivalents Liquidity and Financial Resources (As of September 30, 2023) | Metric | As of Sep 30, 2023 (RMB) | As of Mar 31, 2023 (RMB) | | :--- | :--- | :--- | | Net assets (RMB) | 1,781.06 million | 1,645.81 million | | Current assets (RMB) | 1,194.79 million | 1,332.21 million | | Cash and cash equivalents (RMB) | 295.27 million | 586.63 million | | Other receivables, prepayments and deposits (RMB) | 301.59 million | 150.81 million | | Current liabilities (RMB) | 2,007.18 million | 2,226.33 million | Capital Structure This section explains Better Group's capital structure, comprising equity and debt (net of cash and cash equivalents), and notes no change in share capital for the six months ended September 30, 2023 - The Group's capital structure comprises equity plus the Group's borrowings, net of cash and cash equivalents[74] - There was no change in share capital for the six months ended September 30, 2023[74] Significant Investments This section reports that Better Group made no significant investments during the six months ended September 30, 2023 - The Group had no significant investments for the six months ended September 30, 2023[74] Material Acquisition and Disposal This section discloses Better Group's significant acquisition of an additional 27% equity in Tibet Tianren Mining Co Ltd on April 19, 2023, increasing the Group's stake to 54%, and notes this transaction constitutes a connected and discloseable transaction - On April 19, 2023, the Company's indirect non-wholly owned subsidiary, Better (Tibet) Resource Development and Utilization Co., Ltd., acquired a 27% equity interest in Tibet Tianren Mining Co., Ltd. for a total consideration of RMB 54 million[75][76] - Upon completion of the acquisition, the Group's interest in Tibet Tianren increased to 54%[75][76] - The acquisition constitutes a connected and discloseable transaction under the GEM Listing Rules[77] - Save as disclosed above, there were no other material acquisitions or disposals of subsidiaries, associates, and joint ventures for the six months ended September 30, 2023[78] Gearing Ratio and Asset Charge This section reports Better Group's gearing ratio of 18.45% as of September 30, 2023, a decrease from March 31, and details assets pledged for borrowings, including contract assets, trade receivables, and mining rights Gearing Ratio (As of September 30, 2023) | Metric | As of Sep 30, 2023 | As of Mar 31, 2023 | | :--- | :--- | :--- | | Gearing Ratio | 18.45% | 20.72% | - The Group's borrowings are secured by certain contract assets and trade receivables of approximately RMB 196.33 million, mining rights of approximately RMB 123.583 million, guarantees provided by certain shareholders, shareholder affiliates, directors, and related parties, and a personal guarantee by Mr. Ma Qiang, former executive director and chairman[80] Foreign Exchange Exposure and Hedging Policy This section states that most of Better Group's income, expenses, assets, and liabilities are denominated in RMB, with minor amounts in Tajik Somoni and Mongolian Tugrik, thus the Board believes there is no significant foreign exchange risk and no hedging policy is adopted - Most of the Group's income, expenses, assets, and liabilities are denominated in RMB, with minor amounts in Tajik Somoni and Mongolian Tugrik[80] - The Board believes the Group has no significant foreign exchange risk and therefore has not adopted any hedging policy[80] Contingent Liabilities This section reports that Better Group had no significant contingent liabilities as of September 30, 2023 - As of September 30, 2023, the Group had no significant contingent liabilities[79][80] Human Resources This section describes Better Group's employee count, remuneration policy, and benefits as of September 30, 2023, also mentioning the adoption of a share award scheme to incentivize employees and directors - As of September 30, 2023, the Group employed 1,257 full-time employees in China, Hong Kong, and Tajikistan (March 31, 2023: 1,253 employees)[85] - Employee remuneration plans are determined by reference to prevailing market prices, and employee benefits include Mandatory Provident Fund, personal insurance, and discretionary bonuses[85] - The Company has adopted a share award scheme to remunerate the Group's employees and directors[85] Exploration, Development and Mining Activities Anhui Jinding Operations and Exploration This section details Anhui Jinding's mining and processing activities for the six months ended September 30, 2023, including total ore mined, copper-gold ore grade, and drilling for production exploration - Anhui Jinding mined a total of 426,847.93 tonnes of ore, including 425,997.63 tonnes of copper-gold ore with average grades of 7.35% sulfur, 0.67 g/t gold, and 0.398% copper[85] - A total of 549,174 tonnes of ore were milled and processed, with average grades of 7.55% sulfur, 0.407% copper, 0.74 g/t gold, and 12.18% iron[85] - 120 underground drill holes were drilled for production exploration, totaling approximately 12,001.53 meters[85] Tibet Tianren This section outlines Tibet Tianren's exploration, development, and mining expenditures for the six months ended September 30, 2023, noting no updates since the annual report disclosure on March 31, 2023 Tibet Tianren Exploration, Development and Mining Activities Expenditure (For the six months ended September 30, 2023) | Item | Exploration (RMB'000) | Development (RMB'000) | Mining (RMB'000) | | :--- | :--- | :--- | :--- | | Tibet Tianren | 2,147 | – | – | - For the six months ended September 30, 2023, there were no updates for Tibet Tianren compared to the annual report disclosure as of March 31, 2023[82] Business Review and Prospects This section reviews Better Group's business performance for the six months ended September 30, 2023, including slight improvement in civil explosives sales, stable growth in mineral product mining (with gold extraction project completion), and a decline in blasting and mining construction operations, while also outlining progress on key new projects like Tibet Tianren Mining, Tajikistan detonator production line, and Inner Mongolia intelligent mixed explosives production system - The Group's production and sales of civil explosives business saw a slight improvement compared to the same period last year, with sales strategies involving price adjustments proving effective in response to market changes[89][90] - The Group's mineral product mining business maintained stable growth, and with the completion of the gold extraction project, it is expected to contribute significant revenue in the second half of the fiscal year[89][90] - Affected by market conditions and the termination of some operations in Tibet, the Group's blasting operations and mining construction business experienced a significant decline[89][90] - Anhui Jinding Mining's gold extraction project construction is complete, and other key new projects are steadily progressing, including Tibet Tianren Mining's planned major construction start in early 2024, near completion of preparations for the new detonator production line in Tajikistan, and smooth progress for the new 100,000-tonne intelligent mixed explosives production system in Inner Mongolia[91][92] Corporate Governance and Shareholder Information Directors' and Chief Executive's Interests in Shares and Related Shares of the Company This section discloses the interests or short positions of Better Group's directors and chief executives in the Company's shares and related shares as of September 30, 2023, including beneficial ownership, interests in controlled corporations, and interests as parties to agreements Directors' and Chief Executive's Interests in Shares and Related Shares of the Company (As of September 30, 2023) | Director Name | Capacity/Nature of interest | Number and class of securities held (shares) | Approximate percentage of shareholding | | :--- | :--- | :--- | :--- | | Mr. Ma Tianyi | Beneficial owner | 2,000,000 ordinary shares (L) | 0.06% | | | Interest in controlled corporation | 58,980,000 ordinary shares (L) | 1.66% | | Mr. Liu Fali | Beneficial owner | 242,415,854 ordinary shares (L) | 6.81% | | | Interest as party to an agreement | 1,659,687,368 ordinary shares (L) | 46.64% | | Ms. Qin Chunhong | Interest in controlled corporation | 34,024,908 ordinary shares (L) | 0.96% | | | Beneficial owner | 2,540,000 ordinary shares (L) | 0.07% | | Ms. Ma Ye | Beneficial owner | 126,005,000 ordinary shares (L) | 3.54% | | | Interest as party to an agreement | 1,776,098,222 ordinary shares (L) | 49.91% | | Mr. Ma Yong | Beneficial owner | 169,000 ordinary shares (L) | 0.005% | - Pursuant to the SFO and Irrevocable Undertakings, Mr. Ma Suocheng, Ms. Ma Xia, Ms. Ma Ye, and Mr. Liu Fali are deemed to be interested in all shares in which each other and Mr. Ma Qiang are interested[98] - Mr. Ma Tianyi is deemed to be interested in 58,980,000 shares of the Company through his wholly-owned Pin On Everest Asset Holdings Ltd[98] - Ms. Qin Chunhong is deemed to be interested in 34,024,908 shares of the Company through Crystal Sky Development Inc., equally owned with her husband[98] - Save as disclosed above, as of September 30, 2023, no other interests or short positions in shares were required to be disclosed by any director or chief executive of the Company[99][100] Substantial Shareholders and Persons with Disclosable Interests and Short Positions in Shares This section lists Better Group's substantial shareholders and individuals with disclosable interests or short positions in shares as of September 30, 2023, including shares held through beneficial ownership, controlled corporations, and trust arrangements Substantial Shareholders and Persons with Disclosable Interests and Short Positions in Shares (As of September 30, 2023) | Shareholder Name | Capacity/Nature of interest | Number and class of securities held (shares) | Approximate percentage of shareholding | | :--- | :--- | :--- | :--- | | Shiny Ocean | Beneficial owner | 1,361,516,331 ordinary shares (L) | 38.26% | | Ma Family Holdings Co. Limited | Interest in controlled corporation | 1,361,516,331 ordinary shares (L) | 38.26% | | Equity Trustee Limited | Trustee (Trust) | 1,361,516,331 ordinary shares (L) | 38.26% | | Mr. Ma Suocheng | Interest as party to an agreement | 1,902,103,222 ordinary shares (L) | 53.45% | | Ms. Ma Xia | Beneficial owner | 172,166,037 ordinary shares (L) | 4.84% | | | Interest as party to an agreement | 1,729,937,185 ordinary shares (L) | 48.61% | | Mr. Ma Qiang | Settlor of discretionary trust | 1,902,103,222 ordinary shares (L) | 53.45% | | Mr. Yang Tao | Beneficial owner | 274,919,268 ordinary shares (L) | 7.73% | | Mr. Li Man | Beneficial owner | 272,039,268 ordinary shares (L) | 7.64% | | Mr. Lü Wenhua | Beneficial owner | 240,696,854 ordinary shares (L) | 6.76% | - Shiny Ocean is wholly-owned by Ma Family Holdings Co. Limited, which is owned by Equity Trustee Limited as trustee of the Ma Family Trust, with male lineal descendants of Mr. Ma Suocheng and Mr. Ma Qiang as discretionary beneficiaries[118] - Pursuant to the SFO and Irrevocable Undertakings, Mr. Ma Suocheng, Ms. Ma Xia, Ms. Ma Ye, and Mr. Liu Fali are deemed to be interested in all shares in which each other and Mr. Ma Qiang are interested[119][123] - Save as disclosed in this report, the Company is not aware of any other persons who had disclosable interests or short positions in the shares as of September 30, 2023[124][125] Share Award Scheme This section introduces Better Group's Share Award Scheme adopted on July 8, 2019, designed to remunerate Group employees and directors, with a cap on total awarded shares; no shares were granted for the six months ended September 30, 2023, and the scheme expires in July 2024 - The Company adopted a Share Award Scheme on July 8, 2019, under which any employee or director of any member of the Group is eligible to be selected for participation[127][132] - The total number of shares awarded under the scheme shall not exceed 200,000,000 shares (representing approximately 5.62% of the Company's issued share capital as of the adoption date of the scheme)[127] - No shares were awarded under the Company's Share Award Scheme for the six months ended September 30, 2023[132] - The scheme will be valid and effective for a period of five years from the adoption date, expiring in July 2024[133] Purchase, Sale or Redemption of Listed Shares of the Company This section confirms that neither Better Group nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during the six months ended September 30, 2023 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares for the six months ended September 30, 2023[135] Competing Interests This section declares that as of September 30, 2023, none of Better Group's directors, controlling shareholders, or their respective associates held interests in any business that constitutes or may constitute significant competition to the Group's business - For the six months ended September 30, 2023, none of the Company's directors or controlling shareholders or their respective associates had any interest in a business that competes or may compete significantly with the Group's business[139] Compliance with the Corporate Governance Code This section states that Better Group has consistently applied and complied with all code provisions of the Corporate Governance Code in Appendix 15 of the GEM Listing Rules during the review period - To the best of the Board's knowledge, during the review period, the Company has consistently applied the principles and complied with all code provisions set out in the Corporate Governance Code in Appendix 15 of the GEM Listing Rules[139] Changes in Directors' Information This section reports changes in Better Group's Board of Directors, including Ms Yao Yunzhu's resignation as independent non-executive director and committee member, and Mr Li Xu's appointment to the same roles, both effective April 20, 2023 - Ms. Yao Yunzhu resigned as an independent non-executive director and a member of the Audit Committee, Remuneration Committee, and Nomination Committee, effective April 20, 2023[139] - Mr. Li Xu was appointed as an independent non-executive director and a member of the Audit Committee, Remuneration Committee, and Nomination Committee, effective April 20, 2023[139] Securities Transactions by Directors This section confirms Better Group has adopted a code for directors' securities transactions no less stringent than GEM Listing Rules requirements, with no non-compliance found for the six months ended September 30, 2023 - The Company has adopted a code for directors' securities transactions that is more stringent than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[141][145] - The Company is not aware of any non-compliance with the code and the required standard of dealings at any time during the six months ended September 30, 2023[141][145] Audit Committee This section describes Better Group's Audit Committee's establishment, composition, and primary duties, including reviewing and overseeing financial reporting and internal control processes, and confirms this interim report has been reviewed by the committee - The Company has established an Audit Committee in compliance with the GEM Listing Rules and the Corporate Governance Code, comprising three independent non-executive directors: Ms. Zhang Jinghua, Mr. Hasuoku, and Dr. Li Xu[29][145] - The primary duties of the Audit Committee are to review and supervise the Group's financial reporting process and internal control procedures, and to provide advice and recommendations to the Board[29][145] - The Group's interim report for the six months ended September 30, 2023, has been reviewed by the members of the Audit Committee, who have provided their comments thereon[143][146] Board of Directors This section lists the composition of Better Group's Board of Directors as of the report date, including executive and independent non-executive directors - The Board of Directors includes Executive Directors Mr. Ma Tianyi (Chairman and Chief Executive Officer), Mr. Liu Fali (Chief Operating Officer), Ms. Qin Chunhong, Ms. Ma Ye, and Mr. Ma Yong[147] - Independent Non-executive Directors include Ms. Zhang Jinghua, Mr. Hasuoku, and Dr. Li Xu[147]