卓珈控股(01827) - 2024 - 中期业绩

Summary The Group reported an 11.8% revenue increase to HKD 237 million but incurred a HKD 13.1 million loss due to higher marketing expenses for its XOVĒ brand's expansion into mainland China Key Financial Highlights for the Six Months Ended September 30, 2023 | Indicator | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 237,010 | 211,900 | +11.8% | | Profit/(Loss) attributable to owners of the Company | (13,100) | 3,400 | Turned from profit to loss | | Basic Earnings/(Loss) Per Share | (3.26) HK cents | 0.85 HK cents | Turned from profit to loss | | Interim Dividend | Nil | Nil | No change | Financial Results This section presents the Group's unaudited consolidated financial statements, detailing income, expenses, profit/loss, and asset-liability structure for the period Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Revenue grew 11.8% to HKD 237 million, but increased costs across several categories led to a HKD 13.05 million loss for the period, reversing last year's profit Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Summary) | Indicator | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 237,010 | 211,900 | | Other income | 2,724 | 7,002 | | Cost of inventories and consumables | (27,009) | (18,985) | | Staff costs | (91,520) | (82,392) | | Property rental and related expenses | (34,917) | (35,872) | | Depreciation of property, plant and equipment | (20,868) | (21,702) | | Other expenses, net | (79,496) | (53,899) | | Finance costs | (2,558) | (1,741) | | Profit/(Loss) before tax | (16,634) | 4,311 | | Income tax credit/(expense) | 3,584 | (900) | | Profit/(Loss) for the period | (13,050) | 3,411 | Other Comprehensive Loss The Group reported an other comprehensive loss of HKD 0.138 million from foreign operation translation differences, an increase from the prior period Other Comprehensive Loss | Indicator | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | | :--- | :--- | :--- | | Exchange differences on translation of foreign operations | (138) | (102) | | Total comprehensive income/(loss) for the period | (13,188) | 3,309 | Basic Earnings/(Loss) Per Share Attributable to Owners of the Company Basic loss per share was 3.26 HK cents, a reversal from 0.85 HK cents earnings per share in the prior year, driven by the period's loss Earnings/(Loss) Per Share | Indicator | September 30, 2023 | September 30, 2022 | | :--- | :--- | :--- | | Basic Earnings/(Loss) Per Share | (3.26) HK cents | 0.85 HK cents | Interim Condensed Consolidated Statement of Financial Position Total assets stood at HKD 513 million, with net current liabilities of HKD 24.769 million and total equity of HKD 137.5 million, a decline from March 31, 2023 Interim Condensed Consolidated Statement of Financial Position (Summary) | Indicator | September 30, 2023 (Thousand HKD) | March 31, 2023 (Thousand HKD) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 89,587 | 101,075 | | Right-of-use assets | 102,929 | 109,304 | | Deferred tax assets | 21,240 | 17,643 | | Total non-current assets | 240,086 | 243,482 | | Current assets | | | | Inventories | 46,192 | 38,194 | | Trade receivables | 19,271 | 18,077 | | Cash and cash equivalents | 97,784 | 116,911 | | Total current assets | 272,953 | 273,329 | | Current liabilities | | | | Trade payables | 12,965 | 10,544 | | Contract liabilities and deferred income | 200,102 | 182,048 | | Interest-bearing bank borrowings | 15,840 | 19,170 | | Total current liabilities | 297,722 | 286,565 | | Net current liabilities | (24,769) | (13,236) | | Non-current liabilities | | | | Lease liabilities | 62,088 | 66,639 | | Total non-current liabilities | 77,792 | 79,533 | | Equity | | | | Total equity | 137,525 | 150,713 | Notes This section details the basis of preparation, accounting policy changes, segment information, revenue, other income, profit/loss before tax, income tax, dividends, earnings per share, and trade receivables/payables Company Information Chauvet Holdings Group Limited, incorporated in the Cayman Islands, operates primarily in Central, Hong Kong, and is ultimately held by Glorious Holdings Limited - The Company is a limited company incorporated in the Cayman Islands, with its principal place of business in Central, Hong Kong[89] - Its direct and ultimate holding company is Glorious Holdings Limited, a company incorporated in the British Virgin Islands[110] Basis of Preparation The interim condensed consolidated financial information is prepared under HKAS 34, using historical cost in HKD, consistent with annual policies, and incorporates new HFRS standards - The interim condensed consolidated financial information is prepared in accordance with Hong Kong Accounting Standard 34, using the historical cost convention and presented in Hong Kong dollars[66][67] - Accounting policies are consistent with those in the annual consolidated financial statements for the year ended March 31, 2023, with the initial adoption of new and revised Hong Kong Financial Reporting Standards[68] Changes in Accounting Policies and Disclosures New and revised HFRS standards were adopted, primarily impacting accounting policy disclosures, with no significant effect on the Group's financial position or performance - Amendments to HKAS 1 require entities to disclose material accounting policy information rather than significant accounting policies, expected to impact accounting policy disclosures in the annual consolidated financial statements[70] - Amendments to HKAS 8 clarify the distinction between changes in accounting estimates and changes in accounting policies, with no impact on the Group's financial position or performance[3] - Amendments to HKAS 12 narrow the scope of initial recognition exemption, requiring recognition of deferred tax arising from transactions such as leases and decommissioning liabilities, with no impact on the Group's financial position or performance[71] - Amendments to HKAS 12 International Tax Reform (Pillar Two Model Rules) introduce a mandatory temporary exemption, but these amendments have no impact on the Group as it is not within the scope of the Pillar Two Model Rules[74] Operating Segment Information The Group operates as a single reportable segment for medical aesthetic services and skincare products, with decisions based on overall operating results due to unified resource management - The Group has one reportable operating segment, the non-surgical medical aesthetic services segment, primarily providing medical aesthetic services and selling skincare products in Hong Kong and mainland China[72] Geographical Information Revenue primarily from Hong Kong (HKD 215 million) and mainland China (HKD 21.941 million), with significant year-on-year growth in mainland China Revenue from External Customers (by Geographical Location) | Region | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | | :--- | :--- | :--- | | Hong Kong | 215,069 | 203,124 | | Mainland China | 21,941 | 8,776 | | Total | 237,010 | 211,900 | Non-current Assets (by Geographical Location) | Region | September 30, 2023 (Thousand HKD) | March 31, 2023 (Thousand HKD) | | :--- | :--- | :--- | | Hong Kong | 198,800 | 210,051 | | Mainland China | 3,509 | 2,935 | | Total | 202,309 | 212,986 | Major Customers Information No single customer contributed 10% or more to total revenue for the periods ended September 30, 2023 and 2022, so no major customer data is disclosed - No single customer's sales revenue accounted for 10% or more of the Group's total revenue[58] Revenue and Other Income Total revenue was HKD 237 million, driven by treatment services and skincare product sales, while other income of HKD 2.724 million was mainly bank interest, with reduced government subsidies Revenue Analysis | Revenue Source | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | | :--- | :--- | :--- | | Treatment services | 176,335 | 153,569 | | Skincare products | 60,631 | 58,120 | | Medical consultation services | 6 | 4 | | Prescription and dispensing of medical products | 38 | 207 | | Total Revenue | 237,010 | 211,900 | Other Income Analysis | Other Income Source | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | | :--- | :--- | :--- | | Bank interest income | 2,437 | 204 | | Government subsidies | – | 6,678 | | Others | 287 | 120 | | Total Other Income | 2,724 | 7,002 | - Government subsidies primarily refer to those under the HKSAR Government's Anti-epidemic Fund, with no such income recorded in the current period[60] Profit/(Loss) Before Tax The Group reported a HKD 16.634 million loss before tax, a reversal from prior year's profit, mainly due to increased depreciation, lease payments, exchange differences, and trade receivables impairment Adjustments to Profit/(Loss) Before Tax | Item | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 20,868 | 21,702 | | Depreciation of right-of-use assets | 25,095 | 22,513 | | Lease payments not included in the measurement of lease liabilities | 4,528 | 7,881 | | Exchange differences, net | (601) | (258) | | Impairment loss on trade receivables, net | 39 | 67 | Income Tax The Group recorded a HKD 3.584 million income tax credit, a shift from last year's HKD 0.9 million expense, with Hong Kong profits tax at 16.5% under the two-tiered system Total Income Tax Expense/(Credit) | Item | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | | :--- | :--- | :--- | | Current — Hong Kong | 13 | 923 | | Deferred | (3,597) | (23) | | Total tax expense/(credit) for the period | (3,584) | 900 | - Hong Kong profits tax is provided at a rate of 16.5%, in line with the two-tiered tax rate policy, with the first HKD 2 million of assessable profits taxed at 8.25%[63] Dividends The Board decided against declaring an interim dividend for the six months ended September 30, 2023, consistent with the prior year - The Board of Directors did not declare an interim dividend for the six months ended September 30, 2023 (for the six months ended September 30, 2022: nil)[9] Basic Earnings/(Loss) Per Share Attributable to Owners of the Company Basic loss per share was 3.26 HK cents, driven by a HKD 13.05 million loss, based on 400 million weighted average shares and no dilutive shares - Basic loss per share was 3.26 HK cents, calculated based on a loss of HKD 13.05 million for the period and a weighted average of 400 million ordinary shares in issue[12] - For the six months ended September 30, 2023 and 2022, the Group had no potential dilutive ordinary shares in issue[26] Trade Receivables Net trade receivables increased to HKD 19.271 million, primarily settled by cash/credit card with a 60-day credit limit for corporate clients, and are strictly monitored for credit risk Trade Receivables | Indicator | September 30, 2023 (Thousand HKD) | March 31, 2023 (Thousand HKD) | | :--- | :--- | :--- | | Trade receivables | 19,907 | 18,674 | | Impairment | (636) | (597) | | Net | 19,271 | 18,077 | Aging Analysis of Trade Receivables (Net of Loss Allowance) | Aging | September 30, 2023 (Thousand HKD) | March 31, 2023 (Thousand HKD) | | :--- | :--- | :--- | | Within 1 month | 12,817 | 13,331 | | 1 to 3 months | 5,589 | 4,032 | | Over 3 months | 865 | 714 | | Total | 19,271 | 18,077 | - Terms of transactions with individual customers are primarily cash and/or credit card settlement, while corporate customers are granted a maximum credit period of 60 days[30] Trade Payables Trade payables increased to HKD 12.965 million, are interest-free, and typically have a 30-day average settlement period Aging Analysis of Trade Payables | Aging | September 30, 2023 (Thousand HKD) | March 31, 2023 (Thousand HKD) | | :--- | :--- | :--- | | Within 1 month | 12,965 | 10,544 | - Trade payables are interest-free, with an average settlement period typically of 30 days[54] Management Discussion and Analysis This section reviews the Group's business performance, financial position, capital structure, liquidity, employee policies, and future strategies, highlighting steady growth amid challenges Business Review The Group achieved 11.8% revenue growth despite global economic complexities, with CosMax+ expanding, VITAE growing, and XOVĒ entering mainland China with high initial marketing costs - During the review period, the Group's revenue was approximately HKD 237 million, an increase of approximately HKD 25.1 million or 11.8% compared to the prior period, primarily due to increased revenue from treatment services[56][37] - The Group recorded a loss of approximately HKD 13.1 million (prior period: profit of HKD 3.4 million), primarily due to increased marketing and other expenses from the full entry of high-end skincare brand XOVĒ into the mainland China market[57] Core Brand "CosMax+" CosMax+, with three Hong Kong centers, expanded by 4,000 sq ft to enhance customer experience and maintain its leading position in high-end medical aesthetics - CosMax+ operates three medical aesthetic centers in Hong Kong, expanding its operating area by approximately 4,000 square feet during the review period[57] - Leveraging its reputation and word-of-mouth, CosMax+ holds a leading position in Hong Kong's high-end medical aesthetic industry, with steady business growth[57] Beauty Brand "VITAE" VITAE, operating three Hong Kong centers with a "beauty and health balance" concept, has quickly built a stable customer base and synergizes with CosMax+ for market expansion - The VITAE brand operates three treatment centers in prime locations in Hong Kong, with a service concept of 'maintaining a perfect balance between beauty and health'[15] - VITAE has quickly established a stable and loyal customer base, achieving high market recognition[15] - The CosMax+ and VITAE brands have significant synergy potential, offering full-cycle beauty services to enhance customer loyalty and expand market coverage[15] High-End Skincare Product "XOVĒ" XOVĒ launched in over 300 Sephora stores in mainland China, boosting awareness and sales, despite high initial marketing costs during its incubation period - XOVĒ officially entered over 300 Sephora stores in mainland China in January 2023, enhancing its brand awareness, sales, and market share in the region[16] - Sales in mainland China increased during the period, but marketing and other expenses were relatively high due to its incubation phase[16] Financial Review This section analyzes the Group's financial performance, detailing revenue growth, cost structure changes, and the resulting loss, identifying key financial drivers Revenue Revenue increased by HKD 25.1 million, or 11.8%, to HKD 237 million, primarily due to growth in treatment services revenue Revenue Changes | Indicator | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 237,000 | 211,900 | +11.8% | | Increase Amount | 25,100 | - | - | - The increase in revenue was primarily due to growth in revenue from treatment services during the review period[37] Cost of Inventories and Consumables Cost of inventories and consumables increased to HKD 27 million, representing 11.4% of total revenue, up from 9.0% in the prior period Cost of Inventories and Consumables | Indicator | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | | :--- | :--- | :--- | | Cost of inventories and consumables | 27,000 | 19,000 | | Percentage of total revenue | 11.4% | 9.0% | Staff Costs Staff costs rose by HKD 9.1 million, or 11.0%, to HKD 91.5 million, driven by an increase in employee headcount from 377 to 413 Changes in Staff Costs and Headcount | Indicator | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Staff costs | 91,500 | 82,400 | +11.0% | | Total employees | 413 | 377 | +36 people | Property Rental and Related Expenses Property rental and related expenses decreased by HKD 1 million, or 2.8%, to HKD 34.9 million, mainly due to retail store closures Changes in Property Rental and Related Expenses | Indicator | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Property rental and related expenses | 34,900 | 35,900 | -2.8% | | Decrease Amount | 1,000 | - | - | - The decrease in rental expenses was primarily due to the closure of retail stores[19] Depreciation of Property, Plant and Equipment Depreciation of property, plant and equipment was HKD 20.9 million, 8.8% of total revenue, a slight decrease from 10.2% in the prior period Depreciation of Property, Plant and Equipment Expenses | Indicator | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | | :--- | :--- | :--- | | Depreciation expenses | 20,900 | 21,700 | | Percentage of total revenue | 8.8% | 10.2% | Other Expenses, Net Other expenses, net, increased by HKD 25.6 million, or 47.5%, to HKD 79.5 million, driven by increased promotional activities aligned with sales growth Changes in Other Expenses, Net | Indicator | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Other expenses, net | 79,500 | 53,900 | +47.5% | | Increase Amount | 25,600 | - | - | - The increase in expenses was primarily due to increased promotional activities, consistent with sales growth[96] Finance Costs Finance costs increased to HKD 2.6 million from HKD 1.7 million in the prior period Changes in Finance Costs | Indicator | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | | :--- | :--- | :--- | | Finance costs | 2,600 | 1,700 | Income Tax Income tax shifted from an HKD 0.9 million expense to an HKD 3.6 million credit during the review period Changes in Income Tax Expense/(Credit) | Indicator | September 30, 2023 (Thousand HKD) | September 30, 2022 (Thousand HKD) | | :--- | :--- | :--- | | Income tax | (3,600) (Credit) | 900 (Expense) | Loss for the Period The loss attributable to owners of the Company for the review period was approximately HKD 13.1 million Loss for the Period | Indicator | September 30, 2023 (Thousand HKD) | | :--- | :--- | | Loss attributable to owners of the Company | 13,100 | Capital Structure, Liquidity and Financial Resources Total equity was HKD 137.5 million, with HKD 97.8 million in cash, a gearing ratio of 11.5%, and no significant foreign exchange or interest rate risks or hedging - As of September 30, 2023, the Group's total equity was approximately HKD 137.5 million, with cash and cash equivalents of approximately HKD 97.8 million[91] - The Group's working capital (excluding lease liabilities related to self-occupied properties) was HKD 18.6 million, providing sufficient liquidity to meet operational needs and planned expansion[91] Interim Dividend The Board did not declare an interim dividend for the review period, consistent with the prior period - The Board of Directors did not declare an interim dividend for the review period (prior period: nil)[41] Indebtedness Outstanding interest-bearing bank borrowings decreased to HKD 15.8 million from HKD 19.2 million as of September 30, 2023 Interest-Bearing Bank Borrowings | Indicator | September 30, 2023 (Thousand HKD) | March 31, 2023 (Thousand HKD) | | :--- | :--- | :--- | | Outstanding interest-bearing bank borrowings | 15,800 | 19,200 | Lease Liabilities The Group's lease liabilities amounted to approximately HKD 105.5 million as of September 30, 2023 Lease Liabilities | Indicator | September 30, 2023 (Thousand HKD) | | :--- | :--- | | Lease liabilities | 105,500 | Pledge of Assets HKD 62.4 million in fixed deposits were pledged as security for credit card installment plans, with no other assets pledged Pledged Assets | Indicator | September 30, 2023 (Thousand HKD) | March 31, 2023 (Thousand HKD) | | :--- | :--- | :--- | | Pledged fixed deposits | 62,400 | 62,400 | Contingent Liabilities and Guarantees The Group had no significant contingent liabilities or guarantees as of September 30, 2023 - As of September 30, 2023, the Group had no significant contingent liabilities or guarantees (March 31, 2023: nil)[43] Gearing Ratio The Group's gearing ratio decreased to 11.5% as of September 30, 2023, from 12.7% on March 31, 2023 Gearing Ratio | Indicator | September 30, 2023 | March 31, 2023 | | :--- | :--- | :--- | | Gearing ratio | 11.5% | 12.7% | Foreign Exchange Risk Most transactions are HKD-denominated, unaffected by exchange rate fluctuations, with no hedging or forward contracts in place - Most of the Group's transactions are denominated in Hong Kong dollars, which have not been significantly affected by exchange rate fluctuations[119] - The Group has not entered into any hedging transactions or forward contracts[119] Interest Rate Risk The Group has no significant interest rate risk, lacks a specific management policy or swap transactions, but will closely monitor future risks - The Group has no significant interest rate risk, has not formulated specific policies to manage interest rate risk, nor has it entered into interest rate swap transactions[120] - The Group will closely monitor future related risks[120] Employees and Remuneration Policy The Group employed 413 staff with HKD 91.5 million in costs; remuneration is based on market, performance, and responsibility, with bonuses and training for talent retention Employee Headcount and Costs | Indicator | September 30, 2023 | March 31, 2023 | | :--- | :--- | :--- | | Total employees | 413 | 334 | | Staff costs (Thousand HKD) | 91,500 | 82,400 (September 30, 2022) | - Remuneration policy is determined by reference to market salaries, individual work performance, time commitment, and responsibilities[121] - High-performing employees receive year-end bonuses, and relevant internal and/or external training is provided[121] Material Investments, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures and Future Plans for Material Investments or Capital Assets The Group made no material investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures, and has no authorized plans for future material investments or capital asset increases - For the six months ended September 30, 2023, the Group held no material investments, nor did it undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures[100] - The Board currently has no authorized plans for other material investments or increases in capital assets[100] Outlook The Group maintains a cautiously optimistic outlook, focusing on optimizing operations, enhancing customer experience, expanding in Hong Kong and mainland China, and leveraging IT for scalability and market share - The global economic situation is complex, with an unstable foundation for economic recovery, a challenging business environment, and consumers becoming more rational in their choices[27][17] - The Group will continue to optimize management and operational efficiency, strictly control product quality and services, enhance customer experience, and adopt a prudent operating strategy to improve overall profitability[17] - CosMax+ and VITAE will continue to optimize their environments and services, introduce new treatments, strengthen marketing, consolidate their leading positions in high-end medical aesthetics, and enhance brand synergy to offer full-cycle beauty services[47] - XOVĒ will continue to invest in product research and development, focusing on establishing diversified sales channels in both Hong Kong and mainland China to accelerate penetration into the high-end skincare market[136] - The Group will continue to develop and optimize its information technology and digital management systems to enhance scalability, improve management and operational efficiency, and leverage big data analytics to increase customer satisfaction, optimize service offerings, and expand market share[123][137] - The Group maintains a cautiously optimistic outlook for the future, will continue to leverage its strengths, adapt its business as appropriate, actively explore market opportunities in both Hong Kong and mainland China, and deliver long-term returns to shareholders[124] Events After Reporting Period No significant events occurred after the reporting period - No significant events occurred after the reporting period[92] Share Option Scheme The Company's ten-year share option scheme, adopted in 2016, had no grants, exercises, cancellations, lapses, or outstanding options for the period - The Company's share option scheme was approved and adopted on December 19, 2016, for a period of ten years[49] - For the six months ended September 30, 2023, no share options were granted, exercised, cancelled, or lapsed, and there were no outstanding share options[138] - During the period, the Company did not grant any rights to any directors or their close associates to benefit from share options[138] Purchase, Sale or Redemption of Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the six months ended September 30, 2023 - For 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 securities[93] Corporate Governance This section details the Group's commitment to high corporate governance standards, covering director securities trading, Corporate Governance Code compliance, non-competition undertakings, competing interests, and Audit Committee functions Compliance with the Model Code for Securities Transactions by Directors All Directors confirmed compliance with the Model Code for Securities Transactions as per Listing Rules Appendix 10 for the six months ended September 30, 2023 - All Directors confirmed compliance with the Model Code for Securities Transactions by Directors as set out in Appendix 10 of the Listing Rules of the Stock Exchange for the six months ended September 30, 2023[32] Corporate Governance Code The Company complied with the Corporate Governance Code, except for the combined Chairman and CEO role held by Ms. Gigi Ma, which the Board deems in the Group's best interest - The Company has adopted the Corporate Governance Code set out in Appendix 14 of the Listing Rules and complied with all applicable code provisions for the six months ended September 30, 2023[52] - A deviation from code provision C.2.1 exists where the roles of Chairman and Chief Executive Officer are held by Ms. Gigi Ma, which the Board believes is in the best interests of the Group[142] Compliance with Non-Competition Undertaking Controlling shareholders committed to non-competition, and independent non-executive Directors confirmed their compliance with the undertaking during the review period - The controlling shareholders (Glorious Holdings Limited, Ms. Gigi Ma, and Mr. Ma Ting Keung) have undertaken not to directly or indirectly conduct, participate in, or engage in any business that competes with or is similar to the Group's business[33] - The independent non-executive Directors have reviewed and confirmed that the controlling shareholders have complied with their undertakings under the non-competition deed for the six months ended September 30, 2023[128] Competing Interests As of September 30, 2023, no Directors, controlling shareholders, or their associates had any competing interests with the Group's business - As of September 30, 2023, no Directors, controlling shareholders, or substantial shareholders, or their respective associates, had any competing interests with the Group's business[141] Audit Committee The Audit Committee, composed of three independent non-executive Directors chaired by Mr. Cheng Yuk Wo, reviewed the Group's unaudited interim financial information and report - The Audit Committee comprises three independent non-executive Directors, with Mr. Cheng Yuk Wo as Chairman, and Mr. Cheng Fu Kwok and Mr. Li Wai Kwan as members[130] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial information, the 2023/2024 interim report, and this announcement for the six months ended September 30, 2023[130] Board of Directors The Board of Directors consists of three executive Directors (Ms. Gigi Ma, Mr. Ho Tsz Leung, Dr. Lam Ping Yan) and three independent non-executive Directors - The Board of Directors includes three executive Directors: Ms. Gigi Ma, Mr. Ho Tsz Leung, and Dr. Lam Ping Yan[36] - The Board of Directors includes three independent non-executive Directors: Mr. Cheng Fu Kwok, Mr. Cheng Yuk Wo, and Mr. Li Wai Kwan[36]