万邦投资(00158) - 2024 - 中期财报

CORPORATE INFORMATION BOARD OF DIRECTORS The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with Mr. Chung Yin Shu as Chairman and Mr. Tsang On Yip as Executive Director, supported by audit, remuneration, and nomination committees - The Board of Directors consists of executive, non-executive, and independent non-executive directors, with Mr. Chung Yin Shu serving as Chairman[14] - The Board is identified as the primary operating decision-maker, assessing performance and allocating resources by reviewing internal reports[13][25] COMMITTEES The company has an Audit Committee, Remuneration Committee, and Nomination Committee, all chaired by Mr. Yuen Sik Ming, ensuring a robust corporate governance structure - The Audit Committee, Remuneration Committee, and Nomination Committee are all chaired by Mr. Yuen Sik Ming[14] OTHER CORPORATE INFORMATION The report details the company's auditor (PricewaterhouseCoopers), legal advisors, principal bankers, share registrar, registered office, stock code (00158), and official website - The company's auditor is PricewaterhouseCoopers, and the share registrar and transfer office is Hong Kong Central Share Registrar Limited[131] - The company's stock code is 00158, with its registered office at Manning House, 33 Queen's Road Central, Hong Kong[129][131] FINANCIAL STATEMENTS CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the six months ended March 31, 2024, the company's net profit significantly increased to HK$18.961 million, primarily due to a smaller decrease in investment property fair value compared to the prior period, with basic and diluted earnings per share at HK$0.76 Key Data from Condensed Consolidated Statement of Comprehensive Income | Metric | For the six months ended March 31, 2024 (HK$'000) | For the six months ended March 31, 2023 (HK$'000) | | :--- | :--- | :--- | | Revenue | 79,888 | 77,689 | | Operating Costs | (18,224) | (23,810) | | Gross Profit | 61,664 | 53,879 | | Other Income | 3,682 | 4,996 | | Administrative Expenses | (7,664) | (10,104) | | Decrease in Fair Value of Investment Properties | (29,895) | (41,000) | | Profit Before Taxation | 27,787 | 7,771 | | Income Tax Expense | (8,826) | (7,284) | | Profit for the Period Attributable to Shareholders | 18,961 | 487 | | Fair Value Gain on Financial Assets at Fair Value Through Other Comprehensive Income | 1,167 | 6,643 | | Total Comprehensive Income Attributable to Shareholders | 20,128 | 7,130 | | Basic and Diluted Earnings Per Share | HK$0.76 | HK$0.02 | - Net profit for the period was HK$18.961 million, a significant increase from HK$0.487 million in the prior year, primarily due to a smaller decrease in the fair value of investment properties[143] CONDENSED CONSOLIDATED BALANCE SHEET As of March 31, 2024, the company's total assets less current liabilities were HK$7.347 billion, with net assets at HK$7.330 billion, and investment properties remaining the primary component of non-current assets at HK$7.039 billion Key Data from Condensed Consolidated Balance Sheet | Metric | March 31, 2024 (HK$'000) | September 30, 2023 (HK$'000) | | :--- | :--- | :--- | | Non-current Assets | | | | Property, Plant and Equipment | 133 | 155 | | Investment Properties | 7,039,000 | 7,064,000 | | Advances to an Investee Company | 29,605 | 29,605 | | Deferred Rental Receivables | 148 | 221 | | Current Assets | | | | Trade and Other Receivables, Deposits and Prepayments | 7,815 | 11,094 | | Cash and Bank Balances | 242,435 | 254,113 | | Current Liabilities | | | | Trade and Other Payables, Accruals and Deposits Received | 38,636 | 40,378 | | Current Taxation Payable | 7,028 | 18,275 | | Non-current Liabilities | | | | Long Service Payment Provision | 14,015 | 15,363 | | Deferred Tax Liabilities | 2,790 | 2,466 | | Total Equity | 7,330,461 | 7,355,333 | - Investment properties remain the primary component of non-current assets, totaling HK$7.039 billion as of March 31, 2024, a slight decrease from HK$7.064 billion on September 30, 2023[16] - Cash and bank balances decreased from HK$254 million to HK$242 million, while current taxation payable within current liabilities significantly reduced[16] CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended March 31, 2024, the company's total equity slightly decreased from HK$7.355 billion at the beginning of the period to HK$7.330 billion at the end, primarily due to dividend payments, though profit for the period and fair value gains on financial assets contributed positively Key Data from Condensed Consolidated Statement of Changes in Equity | Metric | For the six months ended March 31, 2024 (HK$'000) | For the six months ended March 31, 2023 (HK$'000) | | :--- | :--- | :--- | | Total Equity at Beginning of Period | 7,355,333 | 7,590,977 | | Profit for the Period Attributable to Shareholders | 18,961 | 487 | | Fair Value Gain on Financial Assets at Fair Value Through Other Comprehensive Income | 1,167 | 6,643 | | Final Dividend Paid for 2023 | (45,000) | – | | Final Dividend Paid for 2022 | – | (45,000) | | Total Equity at End of Period | 7,330,461 | 7,553,107 | - Total equity at period-end was HK$7.330 billion, a slight decrease from HK$7.355 billion at the beginning of the period, primarily due to the payment of a HK$45 million final dividend for 2023[64] - Profit for the period attributable to shareholders was HK$18.961 million, and fair value gains on financial assets at fair value through other comprehensive income were HK$1.167 million, contributing to equity[64] CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the six months ended March 31, 2024, the company's cash and bank balances decreased by HK$11.678 million, primarily due to cash outflows from financing activities (dividend payments), despite positive cash flow from operating activities Key Data from Condensed Consolidated Statement of Cash Flows | Metric | For the six months ended March 31, 2024 (HK$'000) | For the six months ended March 31, 2023 (HK$'000) | | :--- | :--- | :--- | | Net Cash from Operating Activities | 38,217 | 41,910 | | Net Cash Used in Investing Activities | (4,895) | (862) | | Net Cash Used in Financing Activities | (45,000) | (45,000) | | Net Decrease in Cash and Bank Balances | (11,678) | (3,952) | | Cash and Bank Balances at Beginning of Period | 254,113 | 244,429 | | Cash and Bank Balances at End of Period | 242,435 | 240,477 | - Net cash from operating activities was HK$38.217 million, net cash used in investing activities was HK$4.895 million, and net cash used in financing activities was HK$45 million[146] - Cash and bank balances at period-end were HK$242 million, a decrease from HK$254 million at the beginning of the period[146] NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION 1. BASIS OF PREPARATION The interim financial information is prepared in accordance with HKAS 34, using consistent accounting policies and methods as the 2023 annual financial statements, with the adoption of certain HKICPA amendments that have no significant impact on the Group's performance or financial position - The interim financial information is prepared in accordance with HKAS 34 "Interim Financial Reporting"[147] - Accounting policies and methods are consistent with the 2023 annual financial statements, with the adoption of amendments to existing standards issued by the HKICPA[20][147] - The adoption of these amendments has no significant impact on the Group's performance or financial position[20] 2. PRINCIPAL ACTIVITIES The principal activity of the company and its subsidiaries is property investment in Hong Kong - The principal activity of the company and its subsidiaries is property investment in Hong Kong[47] 3. FINANCIAL RISK MANAGEMENT AND FAIR VALUE ESTIMATION The Group is exposed to credit and liquidity risks, with unchanged risk management policies since the last year-end; fair value estimation for financial instruments uses valuation techniques, classifying financial assets at fair value through other comprehensive income as Level 3, determined by unobservable inputs - The Group's activities are exposed to credit risk and liquidity risk, with no changes in risk management policies and procedures since the last year-end date[47] - Fair values of financial instruments not traded in an active market are determined using valuation techniques, maximizing the use of observable market data[23] - Financial assets at fair value through other comprehensive income are classified as Level 3, with fair values determined by unobservable inputs, primarily referencing market valuations of golf course facilities and related commercial and residential properties[23][24] 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The company continuously evaluates estimates and judgments based on past experience and other factors, including reasonable expectations of future events, with no significant changes in estimates and assumptions applied in preparing the interim financial information compared to the 2023 annual financial statements - Estimates and judgments are continuously evaluated based on past experience and other factors, including reasonable expectations of future events[24][50] - There are no significant changes in the estimates and assumptions applied in preparing the unaudited condensed consolidated interim financial information compared to the 2023 annual financial statements[12][139] 5. SEGMENT INFORMATION The Board considers property investment in Hong Kong as the company's sole operating segment, with revenue primarily derived from rental and service fee income from Hong Kong investment properties - The Board considers property investment in Hong Kong as the Group's single operating segment[140][151] - Revenue (i.e., turnover) comprises rental and service fee income from Hong Kong investment properties[53][152] 6. PROFIT BEFORE TAXATION For the six months ended March 31, 2024, the company's profit before taxation significantly increased to HK$27.787 million from HK$7.771 million in the prior period, primarily due to higher rental and property management fee income and a smaller decrease in investment property fair value Profit Before Taxation Contribution | Metric | For the six months ended March 31, 2024 (HK$'000) | For the six months ended March 31, 2023 (HK$'000) | | :--- | :--- | :--- | | Rental Income | 69,578 | 68,767 | | Property Management Fee Income | 10,310 | 8,922 | | Total Revenue | 79,888 | 77,689 | | Property Investment - Leasing Business | 57,682 | 48,771 | | Decrease in Fair Value of Investment Properties | (29,895) | (41,000) | | Profit Before Taxation | 27,787 | 7,771 | - Profit before taxation significantly increased from HK$7.771 million in the prior year to HK$27.787 million[26] - Both rental income and property management fee income increased, and the decrease in fair value of investment properties reduced from HK$41 million to HK$29.895 million[26] 7. INCOME TAX EXPENSES For the six months ended March 31, 2024, Hong Kong profits tax expense was HK$8.826 million, calculated under a two-tiered profits tax rate where the first HK$2 million of assessable profits is taxed at 8.25%, and the remainder at 16.5% Income Tax Expense | Metric | For the six months ended March 31, 2024 (HK$'000) | For the six months ended March 31, 2023 (HK$'000) | | :--- | :--- | :--- | | Current Income Tax - Hong Kong Profits Tax | 8,826 | 7,284 | - Hong Kong profits tax is calculated under a two-tiered profits tax rate, with the first HK$2 million of assessable profits taxed at 8.25% and the remainder at 16.5%[55][154] 8. DIVIDENDS The Board has declared an interim dividend of HK$1.8 per share, consistent with last year, to be paid in cash; during the period, the company paid a HK$45 million final dividend for 2023 Dividend Declaration and Payment | Metric | For the six months ended March 31, 2024 (HK$'000) | For the six months ended March 31, 2023 (HK$'000) | | :--- | :--- | :--- | | Interim dividend declared of HK$1.8 per share | 45,000 | 45,000 | | Final dividend paid for 2023 | 45,000 | 45,000 | - The Board declared an interim dividend of HK$1.8 per share on May 24, 2024, consistent with 2023, to be paid in cash[30] - During the period, the company paid a HK$45 million final dividend for 2023[30] 9. EARNINGS PER SHARE For the six months ended March 31, 2024, the company's basic and diluted earnings per share significantly increased to HK$0.76 from HK$0.02 in the prior period, primarily due to higher profit attributable to shareholders Earnings Per Share | Metric | For the six months ended March 31, 2024 | For the six months ended March 31, 2023 | | :--- | :--- | :--- | | Basic Earnings Per Share | HK$0.76 | HK$0.02 | | Diluted Earnings Per Share | HK$0.76 | HK$0.02 | - Basic earnings per share are calculated based on HK$18.961 million profit attributable to shareholders for the period and 25 million issued shares[30] - Diluted earnings per share are the same as basic earnings per share, as there were no dilutive potential ordinary shares outstanding during the period[30] 10. INVESTMENT PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT As of March 31, 2024, the net book value of investment properties was HK$7.039 billion, a slight decrease from September 30, 2023, primarily due to a HK$29.895 million fair value reduction; all investment properties are revalued by independent professional valuers on an open market value basis and classified as Level 3 in the fair value hierarchy Net Book Value of Investment Properties and Property, Plant and Equipment | Metric | March 31, 2024 (HK$'000) | September 30, 2023 (HK$'000) | | :--- | :--- | :--- | | Net Book Value of Investment Properties | 7,039,000 | 7,064,000 | | Net Book Value of Property, Plant and Equipment | 133 | 155 | | Decrease in Fair Value | (29,895) | (180,126) | | Additions | 4,895 | 2,426 | | Depreciation | (22) | (720) | - The net book value of investment properties decreased from HK$7.064 billion on September 30, 2023, to HK$7.039 billion on March 31, 2024, primarily due to a HK$29.895 million decrease in fair value[58] - All investment properties are revalued by independent professional valuers on an open market value basis and classified as Level 3 in the fair value hierarchy, primarily using the direct comparison approach for valuation[159] 11. FINANCIAL ASSET AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME AND ADVANCES TO AN INVESTEE COMPANY As of March 31, 2024, financial assets at fair value through other comprehensive income totaled HK$73.794 million, a slight increase from September 30, 2023, mainly due to a HK$1.167 million fair value gain; this asset represents a 14.29% equity interest in Manyuen Investment Limited, primarily involved in the Foshan Country Club project Financial Assets and Advances to an Investee Company | Metric | March 31, 2024 (HK$'000) | September 30, 2023 (HK$'000) | | :--- | :--- | :--- | | Financial Assets at Fair Value Through Other Comprehensive Income | 73,794 | 72,627 | | Advances to an Investee Company | 29,605 | 29,605 | | Fair Value Change | 1,167 | - | - Financial assets at fair value through other comprehensive income amounted to HK$73.794 million, an increase of HK$1.167 million from the previous period, representing a 14.29% equity interest in Manyuen Investment Limited[33][60] - Advances to an investee company totaled HK$29.605 million, which are unsecured, interest-free, and without fixed repayment terms[33][34][68] 12. DEBTORS, OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS As of March 31, 2024, total trade and other receivables, deposits, and prepayments were HK$7.815 million, a decrease from HK$11.094 million on September 30, 2023; trade receivables primarily consist of rental and service fee income, with no loss allowance recognized Ageing Analysis of Trade Receivables | Ageing | March 31, 2024 (HK$'000) | September 30, 2023 (HK$'000) | | :--- | :--- | :--- | | Within 30 days | 800 | 2,283 | | 31 to 60 days | 732 | 969 | | 61 to 90 days | 559 | 550 | | Over 90 days | 696 | 752 | | Total | 2,787 | 4,554 | - Trade receivables primarily consist of rental and service fee income, totaling HK$2.787 million as of March 31, 2024, a decrease from the previous period[42][120] - Deferred rental receivables decreased from HK$3.373 million to HK$1.73 million, with HK$0.148 million classified as non-current assets[42] 13. CASH AND BANK BALANCES As of March 31, 2024, the company's total cash and bank balances were HK$242 million, comprising HK$45.106 million in cash and bank and HK$197 million in time deposits, a slight decrease from September 30, 2023 Cash and Bank Balances | Metric | March 31, 2024 (HK$'000) | September 30, 2023 (HK$'000) | | :--- | :--- | :--- | | Cash at bank and in hand | 45,106 | 56,762 | | Time deposits | 197,329 | 197,351 | | Total | 242,435 | 254,113 | - Total cash and bank balances amounted to HK$242 million, a decrease from HK$254 million at the previous period-end[123] - The carrying amounts of cash and bank balances do not differ significantly from their fair values[93] 14. CREDITORS, ACCRUALS AND DEPOSITS As of March 31, 2024, total trade and other payables, accruals, and deposits received were HK$38.636 million, a decrease from HK$40.378 million on September 30, 2023; trade payables are primarily concentrated within 30 days Ageing Analysis of Trade Payables | Ageing | March 31, 2024 (HK$'000) | September 30, 2023 (HK$'000) | | :--- | :--- | :--- | | Within 30 days | 1,398 | 1,843 | | Over 90 days | 68 | – | | Total | 1,466 | 1,843 | - Total trade payables amounted to HK$1.466 million, with the majority (HK$1.398 million) due within 30 days[125] - The carrying amounts of trade and other payables, accruals, and deposits received do not differ significantly from their fair values[125] 15. RELATED PARTY TRANSACTIONS During the period, the company engaged in property leasing and staff meal expense transactions with related parties, receiving HK$2.339 million in rental and service fee income and incurring HK$0.096 million in staff meal expenses; additionally, a HK$5.564 million receivable from an equity-accounted investment was impaired - During the period, the Group leased several investment properties to related companies at mutually agreed prices and terms, receiving total rental and service fee income of HK$2.339 million (2023: HK$2.32 million)[101][103] - The Group incurred HK$0.096 million in staff meal expenses with a related company, Fu Hop Properties Limited, under mutually agreed terms[102][103] - As of March 31, 2024, a receivable of HK$5.564 million from an equity-accounted investment was subject to an impairment provision[105][106] MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEW The company's rental properties in Central, Hong Kong (Manning House and Kin Lee Commercial Building) maintained good occupancy rates of 91.6% and 85% respectively; Group revenue grew 3% to HK$79.89 million, and the Group's Guangfo New World project's golf club is fully operational, selling development properties - Rental properties at Manning House and Kin Lee Commercial Building in Central achieved occupancy rates of 91.6% and 85% respectively[82][111] - Group revenue for the period increased by 3% compared to the prior year, reaching HK$79.89 million[83][84] - The Group's Guangfo New World project's golf club is fully operational and selling development properties, indicating ongoing development[83][84] GROUP RESULTS For the six months ended March 31, 2024, Group net profit increased to HK$18.96 million (2023: HK$0.5 million), mainly due to reduced fair value losses on investment properties; core operating profit from leasing, excluding fair value changes, grew 18% to HK$48.86 million, with rental income up 3% to HK$79.90 million - The Group's net profit for the six months ended March 31, 2024, was HK$18.96 million, a significant increase from HK$0.5 million in the corresponding period of 2023[87] - The increase in profit primarily resulted from a smaller decrease in the fair value of investment properties during the period, with a loss of HK$29.90 million compared to HK$41 million in the prior period of 2023[87] - Excluding the impact of fair value changes in investment properties, core operating profit from leasing business increased by 18% to HK$48.86 million compared to the prior period of 2023, with rental income increasing by 3% to HK$79.90 million[87] SIGNIFICANT INVESTMENTS As of March 31, 2024, the Group's investment properties in Manning House and Kin Lee Commercial Building maintained stable occupancy rates of 91.6% and 85.0% respectively - As of March 31, 2024, the occupancy rates for the Group's investment properties in Manning House and Kin Lee Commercial Building were approximately 91.6% and 85.0% respectively[87] LIQUIDITY AND FINANCIAL RESOURCES The Group's working capital primarily derives from rental income; as of March 31, 2024, total cash and bank balances were HK$242.4 million, with no borrowings or overdrafts during the period - The Group's working capital is derived from rental income[87] - As of March 31, 2024, cash and bank balances totaled HK$242.4 million (September 30, 2023: HK$254.1 million)[87] - During the period, the Group did not undertake any borrowings or overdrafts[87] EMPLOYEES AND REMUNERATION POLICIES The Group has 15 employees, values human resources, and maintains market-competitive remuneration levels - The Group has 15 employees, values human resources, and maintains market-competitive remuneration levels[115][116] MATERIAL ACQUISITIONS, DISPOSALS AND FUTURE DEVELOPMENTS During the period, the Group did not undertake any acquisitions or disposals of subsidiaries or equity-accounted investments, nor did it have other material capital investments or future development plans - During the period, the Group did not undertake any acquisitions or disposals of subsidiaries or equity-accounted investments[43][72] - The Group has no other material capital investments or future development plans[43][72] INTERIM DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS The Board has declared an interim dividend of HK$1.8 per share, payable around July 8, 2024; to receive the dividend, shareholders must complete transfer procedures by 4:30 p.m. on June 21, 2024, with share transfer registration suspended from June 24 to 26, 2024 - The Board declared an interim dividend of HK$1.8 per share on May 24, 2024, to be paid in cash around July 8, 2024[108][112] - Share transfer registration will be suspended from June 24 to 26, 2024, requiring shareholders to complete transfers by 4:30 p.m. on June 21, 2024 to receive the dividend[111][113] CORPORATE GOVERNANCE AND OTHER INFORMATION DIRECTORS' INTERESTS As of March 31, 2024, directors held interests in company shares, with the estate of the late Mr. Chung Ming Fai deemed to hold a 48.01% share interest, and Mr. Chung Yin Shu and Mr. Chung Kin Shu deemed to hold this interest as estate executors Directors' Aggregate Long Positions in Shares and Underlying Shares of the Company | Name of Director | Personal Interests (shares) | Corporate Interests (shares) | Total (shares) | Approximate Percentage of Issued Shares (%) | | :--- | :--- | :--- | :--- | :--- | | Mr. Chung Yin Shu | 1,875 | – | 1,875 | 0.01 | | Estate of the late Mr. Chung Ming Fai | 12,000,500 | 1,000 | 12,001,500 | 48.01 | - The estate of the late Mr. Chung Ming Fai is deemed to hold an interest in 12,001,500 shares, representing 48.01% of the total issued shares of the company[78][99] - Mr. Chung Yin Shu and Mr. Chung Kin Shu, as executors of the estate of the late Mr. Chung Ming Fai, are deemed to hold the aforementioned share interests[78][99] SUBSTANTIAL SHAREHOLDERS' INTERESTS As of March 31, 2024, substantial shareholders, excluding directors, include Cheng Yu Tung Family (Holdings) Limited, Chow Tai Fook Capital Limited, Chow Tai Fook (Holding) Limited, Chow Tai Fook Enterprises Limited, and New World Development Company Limited, all holding company shares, with Chow Tai Fook Enterprises Limited holding a 26.93% interest Substantial Shareholders' Aggregate Long Positions in Shares and Underlying Shares of the Company | Name of Substantial Shareholder | Beneficial Interests (shares) | Corporate Interests (shares) | Total (shares) | Approximate Percentage of Total Issued Shares (%) | | :--- | :--- | :--- | :--- | :--- | | Cheng Yu Tung Family (Holdings) Limited | – | 6,731,250 | 6,731,250 | 26.93 | | Cheng Yu Tung Family (Holdings II) Limited | – | 6,731,250 | 6,731,250 | 26.93 | | Chow Tai Fook Capital Limited | – | 6,731,250 | 6,731,250 | 26.93 | | Chow Tai Fook (Holding) Limited | – | 6,731,250 | 6,731,250 | 26.93 | | Chow Tai Fook Enterprises Limited | 2,981,250 | 3,750,000 | 6,731,250 | 26.93 | | New World Development Company Limited | – | 3,750,000 | 3,750,000 | 15.00 | | Kin Kiu Enterprises, Limited | 3,750,000 | – | 3,750,000 | 15.00 | - Cheng Yu Tung Family (Holdings) Limited, Chow Tai Fook Capital Limited, Chow Tai Fook (Holding) Limited, and Chow Tai Fook Enterprises Limited are all deemed to hold a 26.93% interest in the company's shares[179][180] - New World Development Company Limited and Kin Kiu Enterprises, Limited each hold a 15.00% interest in the company's shares[179] PURCHASE, SALE OR REDEMPTION OF SHARES For the six months ended March 31, 2024, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's shares - For the six months ended March 31, 2024, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's shares[165] AUDIT COMMITTEE The Audit Committee reviewed the unaudited condensed interim financial information, met with management and external auditors, whose review was conducted in accordance with HKSAE 2410 issued by the HKICPA - The Audit Committee reviewed the unaudited condensed interim financial information and met with management and external auditors on May 22, 2024[165] - The external auditors' review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 issued by the HKICPA[165] CORPORATE GOVERNANCE CODE The company fully complied with the Corporate Governance Code provisions in Appendix C1 Part 2 of the Listing Rules during the financial period and adopted the Model Code in Appendix C3 as its code of conduct for securities transactions - The company has consistently complied with the code provisions set out in Part 2 of Appendix C1 Corporate Governance Code of the Listing Rules during the financial period[165] - The company has adopted the Model Code set out in Appendix C3 of the Listing Rules as its own code of conduct for securities transactions, with all directors confirming compliance with the relevant requirements[167][168][182] CHANGES IN DIRECTORS' INFORMATION Changes in directors' information occurred since the 2023 annual report date: Mr. Wong Kai Tung resigned as an independent non-executive director and committee member on March 1, 2024, while Ms. Ling Kit Sum was appointed to the Remuneration and Nomination Committees on the same day, and as an independent non-executive director of Anning Holdings Limited on January 19, 2024 - Mr. Wong Kai Tung resigned as an independent non-executive director on March 1, 2024, and ceased to be a member of the Audit, Remuneration, and Nomination Committees[169] - Ms. Ling Kit Sum was appointed as a member of the Remuneration and Nomination Committees on March 1, 2024, and as an independent non-executive director of Anning Holdings Limited on January 19, 2024[169] REQUIREMENT IN CONNECTION WITH PUBLICATION OF NON-STATUTORY ACCOUNTS The financial information for the year ended September 30, 2023, included in the interim report, does not constitute part of the company's statutory annual consolidated financial statements but is derived from them; the company has delivered these statements to the Registrar of Companies as required, and the auditor's report was unqualified - The financial information for the year ended September 30, 2023, included in the interim report, does not constitute part of the company's statutory annual consolidated financial statements but is extracted from them[171][173] - The company has delivered the financial statements for the year ended September 30, 2023, to the Registrar of Companies in accordance with Sections 662(3) and Part 3 of Schedule 6 to the Hong Kong Companies Ordinance[171][173] - The company's auditors issued an unqualified opinion report on these financial statements, with no emphasis of matter or statements made under specific terms[172][173]