拉近网娱(08172) - 2024 - 中期业绩

Company Information and Disclaimer This section provides basic company information and highlights the high investment risks associated with the GEM market, advising investor caution Company Overview and GEM Characteristics This section introduces the basic information of China Star Entertainment Group Limited, including its registration in the Cayman Islands, continuance in Bermuda, and listing on GEM of the Hong Kong Stock Exchange, emphasizing the high investment risks of the GEM market - The Company was incorporated in the Cayman Islands on June 11, 2001, continued in Bermuda on March 16, 2009, and has been listed on GEM of the Hong Kong Stock Exchange since March 26, 2002[9] - The GEM market is positioned as a listing platform for small and medium-sized companies with higher investment risks, and investors should understand the potential risks and consider them carefully[1] Unaudited Interim Results This section presents the Group's unaudited interim financial results, including statements of profit or loss, financial position, changes in equity, and cash flows Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2024, the Group's revenue significantly decreased by 63.7% to HK$4,658 thousand, with loss attributable to owners of the parent expanding to HK$10,140 thousand Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 4,658 | 12,845 | -63.7% | | Cost of sales | (3,950) | (3,643) | +8.4% | | Gross profit/(loss) | 708 | 9,202 | -92.3% | | Other income and gains | 3,320 | 49 | +6675.5% | | Selling and distribution expenses | (123) | (234) | -47.4% | | Administrative expenses | (16,363) | (15,331) | +6.7% | | Share of loss of associates | (697) | (528) | +32.0% | | Loss before tax | (13,155) | (6,842) | +92.3% | | Loss for the period | (13,155) | (6,850) | +92.0% | | Loss for the period attributable to owners of the parent | (10,140) | (5,177) | +95.9% | | Loss per share attributable to ordinary equity holders of the parent (HK cents) | (0.24) | (0.12) | +100.0% | Condensed Consolidated Statement of Financial Position As of June 30, 2024, the Group's total assets and total equity both decreased, with non-current and current assets declining, and net current assets significantly shrinking Key Data from Condensed Consolidated Statement of Financial Position | Metric | June 30, 2024 (HK$ thousand) | December 31, 2023 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | ASSETS | | | | | | Total non-current assets | 97,473 | 103,421 | (5,948) | -5.75% | | Total current assets | 66,170 | 81,325 | (15,155) | -18.63% | | LIABILITIES | | | | | | Total current liabilities | 60,605 | 66,318 | (5,713) | -8.61% | | EQUITY | | | | | | Equity attributable to owners of the parent | 121,429 | 134,192 | (12,763) | -9.51% | | Total equity | 103,038 | 118,428 | (15,390) | -12.99% | | Net current assets | 5,565 | 15,007 | (9,442) | -62.92% | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2024, the Group's total equity decreased due to loss for the period and other comprehensive loss, with equity attributable to owners of the parent falling from HK$134,192 thousand to HK$121,429 thousand Key Data from Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Metric | January 1, 2024 (HK$ thousand) | Loss for the period (HK$ thousand) | Other comprehensive loss for the period (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the parent | 134,192 | (10,140) | (2,623) | 121,429 | | Non-controlling interests | (15,764) | (3,015) | 388 | (18,391) | | Total equity | 118,428 | (13,155) | (2,235) | 103,038 | Condensed Consolidated Cash Flow Statement For the six months ended June 30, 2024, the Group's net cash used in operating activities was HK$7,869 thousand, leading to a net decrease in cash and cash equivalents of HK$7,875 thousand, with the period-end balance at HK$18,923 thousand Key Data from Condensed Consolidated Cash Flow Statement (For the six months ended June 30) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (7,869) | (1,529) | (6,340) | +414.65% | | Net cash used in investing activities | – | (10) | 10 | -100.00% | | Net decrease in cash and cash equivalents | (7,875) | (1,539) | (6,336) | +411.69% | | Cash and cash equivalents at beginning of period | 26,339 | 29,516 | (3,177) | -10.76% | | Cash and cash equivalents at end of period | 18,923 | 27,801 | (8,878) | -31.93% | Notes to the Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements, covering accounting policies, segment information, revenue, and other financial disclosures General Information This section outlines the Company's registration, listing, registered office, and principal place of business, clarifying the Group's main activities as investment holding, artist management, and film, TV, and web content investment - The Company's principal business is investment holding, and the Group's principal businesses are providing artist management services and investing in film, television programs, and web content[9] Basis of Preparation The interim financial statements are prepared in accordance with HKAS 34 Interim Financial Reporting and GEM Listing Rules, presented in HK dollars, with all values rounded to the nearest thousand - The interim financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, presented in HK dollars, with all values rounded to HK$ thousand[10] Application of New and Revised HKFRSs The Group's accounting policies for the interim financial statements remain consistent with the prior year, and the listed new and revised HKFRSs have no significant impact on these statements - New and revised HKFRSs (including HKFRS 16, HKAS 1, HKAS 7 amendments) effective from January 1, 2024, have no significant impact on the interim financial statements[11][12] Segment Information The Group is organized into three reportable operating segments: artist management, film/TV/web content, and new media, based on products and services, for performance monitoring and resource allocation - The Group has three reportable operating segments: artist management, film/television programs/web content, and new media[13] Segment Revenue and Results For the six months ended June 30, 2024, revenue from the film, television programs, and web content segment significantly decreased, leading to a reduction in total revenue, with all segments recording losses Segment Revenue and Results (For the six months ended June 30) | Segment | 2024 Revenue (HK$ thousand) | 2023 Revenue (HK$ thousand) | Revenue Change (%) | 2024 Segment Loss (HK$ thousand) | 2023 Segment Loss (HK$ thousand) | Loss Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Artist Management | 202 | 207 | -2.4% | 628 | (200) | N/A | | Film, Television Programmes and Web Content | 3,569 | 12,493 | -71.4% | (4,840) | (3,354) | +44.3% | | New Media | 884 | 145 | +509.7% | (3,683) | (1,323) | +178.4% | | Total | 4,658 | 12,845 | -63.7% | (7,895) | (4,877) | +61.9% | Geographical Information All of the Group's external customer revenue is derived from Mainland China, where non-current assets are primarily concentrated, with a smaller proportion in South Korea Geographical Revenue and Non-current Assets (For the six months ended June 30) | Region | 2024 External Customer Revenue (HK$ thousand) | 2023 External Customer Revenue (HK$ thousand) | 2024 Non-current Assets (HK$ thousand) | 2023 Non-current Assets (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | – | – | – | – | | Mainland China | 4,658 | 12,845 | 94,537 | 99,762 | | South Korea | – | – | 1,262 | 1,945 | | Total | 4,658 | 12,845 | 95,799 | 101,707 | Revenue For the six months ended June 30, 2024, total revenue decreased by 63.7% year-over-year, mainly due to zero film distribution revenue and a significant reduction in TV and web program revenue, despite notable growth in new media business revenue Revenue Breakdown (For the six months ended June 30) | Revenue Source | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | New media business | 884 | 145 | +509.7% | | Television and web programs | 2,713 | 6,084 | -55.5% | | Distribution agency services | 855 | 525 | +62.9% | | Film distribution | – | 5,884 | -100.0% | | Artist management | 205 | 207 | -1.0% | | Others | 1 | – | N/A | | Total | 4,658 | 12,845 | -63.7% | Other Income and Gains/(Losses) For the six months ended June 30, 2024, other income and gains significantly increased to HK$3,320 thousand, primarily driven by substantial contributions from film investment income and rental income Other Income and Gains/(Losses) Breakdown (For the six months ended June 30) | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Film investment income | 1,039 | – | N/A | | Interest income | 39 | 47 | -17.0% | | Rental income | 1,037 | – | N/A | | Convertible bond compensation income | – | 57 | -100.0% | | Exchange differences, net | 10 | 172 | -94.2% | | Others | 1,195 | (227) | N/A | | Total | 3,320 | 49 | +6675.5% | Loss Before Tax For the six months ended June 30, 2024, loss before tax was HK$13,155 thousand, primarily impacted by expenses such as depreciation, amortization, rental payments, and staff costs Components of Loss Before Tax (For the six months ended June 30) | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 2,683 | 3,018 | -11.1% | | Amortisation of other assets | 14 | 15 | -6.7% | | Rental payments not measured at lease liabilities | 238 | 388 | -38.7% | | Staff costs (salaries and allowances) | 8,067 | 8,387 | -3.8% | | Staff costs (contributions to retirement benefit schemes) | 495 | 517 | -4.3% | Income Tax Expense For the six months ended June 30, 2024, the Group incurred no assessable profits in Hong Kong, South Korea, or Mainland China, resulting in zero income tax expense - No assessable profits were generated in Hong Kong, South Korea, or Mainland China during the period, resulting in zero income tax expense (2023: HK$8 thousand in Mainland China)[22] Loss Per Share Attributable to Owners of the Parent For the six months ended June 30, 2024, basic and diluted loss per share attributable to ordinary equity holders of the parent was 0.24 HK cents, an increase from 0.12 HK cents in the prior year Loss Per Share Attributable to Ordinary Equity Holders of the Parent (For the six months ended June 30) | Metric | 2024 (HK cents) | 2023 (HK cents) | Change (HK cents) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Basic and diluted loss per share | (0.24) | (0.12) | (0.12) | +100.0% | - For the six months ended June 30, 2024, the weighted average number of ordinary shares in issue was 4,209,130,000[23] Trade Receivables As of June 30, 2024, the Group's trade receivables significantly decreased to HK$7,077 thousand from HK$16,813 thousand as of December 31, 2023, with credit terms generally ranging from 6 months to 1 year Trade Receivables (Within 1 year) | Date | Amount (HK$ thousand) | | :--- | :--- | | June 30, 2024 | 7,077 | | December 31, 2023 | 16,813 | - The Group's credit period with customers generally ranges from 6 months to 1 year, with strict controls on overdue receivables to mitigate credit risk[24] Film Rights and Films and Television Programmes in Progress As of June 30, 2024, no impairment indicators were identified for the Group's film rights and films and television programs in progress, thus no impairment loss was recognized - As of June 30, 2024, no impairment indicators were identified for film and television program rights, and no impairment loss was recognized for the period[26] Trade Payables As of June 30, 2024, the Group's trade payables increased to HK$979 thousand from HK$162 thousand as of December 31, 2023 Trade Payables (Within 1 year) | Date | Amount (HK$ thousand) | | :--- | :--- | | June 30, 2024 | 979 | | December 31, 2023 | 162 | Share Capital As of June 30, 2024, the Company's issued and fully paid ordinary share capital remained at HK$42,090 thousand, with 4,209,130 thousand shares and no preference shares Ordinary Share Capital Information | Date | Number of Shares (thousand shares) | Share Capital (HK$ thousand) | | :--- | :--- | :--- | | June 30, 2024 | 4,209,130 | 42,090 | | December 31, 2023 | 4,209,130 | 42,090 | - The Company has no issued and fully paid preference shares[28][30] Fair Value Measurement The directors believe that the carrying amounts of the Group's financial instruments approximate their fair values at the end of the reporting period - The carrying amounts of the Group's financial instruments approximate their fair values at the end of the reporting period[31] Commitments As of June 30, 2024, the Group's contracted but unprovided capital commitments, primarily for film rights and films and television programs in progress, amounted to HK$45,493 thousand, a slight increase from the previous year-end Capital Commitments (Film Rights and Films/Television Programmes in Progress) | Date | Amount (HK$ thousand) | | :--- | :--- | | June 30, 2024 | 45,493 | | December 31, 2023 | 44,730 | Significant Related Parties and Related Party Transactions This section discloses key management personnel remuneration, with salaries and allowances totaling HK$1,006 thousand and retirement scheme contributions of HK$66 thousand for the six months ended June 30, 2024 Key Management Personnel Remuneration (For the six months ended June 30) | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Salaries and allowances | 1,006 | 1,069 | | Retirement benefit scheme contributions | 66 | 67 | | Total | 1,072 | 1,136 | Management Discussion and Analysis This section provides management's perspective on the Group's financial performance, business operations, liquidity, and future outlook for the reporting period Interim Dividend The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2024 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2024[33] Financial Review For the six months ended June 30, 2024, the Group's revenue significantly decreased by 63.7% to HK$4,658 thousand, primarily due to reduced film, TV, and web content business revenue; increased cost of sales and administrative expenses led to an expanded loss attributable to owners of the parent of HK$10,140 thousand - For the six months ended June 30, 2024, revenue decreased by 63.7% year-over-year to HK$4,658 thousand, primarily due to reduced revenue from film, television programs, and web content businesses[34] - Cost of sales increased to HK$3,950 thousand (2023: HK$3,643 thousand), mainly due to increased carry-over costs related to film, television, and web programs[34] - Administrative expenses increased to HK$16,363 thousand (2023: HK$15,331 thousand)[34] - Loss attributable to owners of the parent expanded to HK$10,140 thousand (2023: HK$5,177 thousand)[34] Revenue by Business Segment This section details the revenue performance of each business segment, with significant declines in film, TV, and web content revenue, flat artist management revenue, and substantial growth in new media business revenue Film, Television Programmes and Web Content For the six months ended June 30, 2024, this segment's revenue was HK$3,569 thousand, a significant decrease from HK$12,493 thousand in the prior year, primarily from revenue sharing and production fees for film, TV, and web content Film, Television Programmes and Web Content Segment Revenue (For the six months ended June 30) | Year | Revenue (HK$ thousand) | | :--- | :--- | | 2024 | 3,569 | | 2023 | 12,493 | Artist Management For the six months ended June 30, 2024, the artist management segment's revenue was HK$205 thousand, remaining largely stable compared to the prior year Artist Management Segment Revenue (For the six months ended June 30) | Year | Revenue (HK$ thousand) | | :--- | :--- | | 2024 | 205 | | 2023 | 207 | New Media Business For the six months ended June 30, 2024, new media business segment revenue significantly grew to HK$884 thousand, an increase of over 5 times from HK$145 thousand in the prior year New Media Business Segment Revenue (For the six months ended June 30) | Year | Revenue (HK$ thousand) | | :--- | :--- | | 2024 | 884 | | 2023 | 145 | Business Review The Group adopts a cautious investment strategy in film, TV, and web content, focusing on existing works and investing in comedy theatrical films; artist management seeks new momentum through collaborations; music business focuses on copyright agency and one-stop services for independent artists; new media, centered on the Amber APP, innovates monetization models with Web3.0 and AIGC, expanding international cooperation Film, Television and Web Content Business Review Facing a shrinking online film market and platforms' cost-cutting trends, the Group adopts a cautious investment strategy, focusing on the distribution and promotion of existing works and actively investing in comedy theatrical films like 'Fa Cai Ri Ji 2' and 'The Moonlight Beyond the Window' to capitalize on market opportunities - The online film market size is shrinking, with only 15 projects exceeding RMB10 million in box office in the first half, and new film registrations decreasing by 36% year-over-year[36] - The Group continues a cautious investment strategy for online films, focusing on the distribution and promotion of existing unreleased works, and optimizing investment principles to 'reduce costs, increase efficiency, improve quality, and decrease quantity'[37] - The theatrical film market's total box office in the first half decreased by 9% year-over-year, but new film reserves increased by 159 titles, indicating confidence in content production[37] - The Group invested in comedy films 'Fa Cai Ri Ji 2' (expected to start filming by end of 2024, theatrical release in 2025) and 'The Moonlight Beyond the Window' (filming completed, theatrical release in 2024), aiming to share in the comedy theatrical film market's dividends[37][38] - In the first half, the Group's online film 'Mr. Qianhe' was launched on iQiyi, Youku, and Tencent platforms, achieving a cumulative box office of RMB10.74 million as of June 30, ranking 15th on the 2024 full-network box office chart[38] Artist Management Business Review The Group collaborates with excellent management teams to recruit promising artists, leveraging its resources across business segments to create income streams and exposure opportunities for artists, aiming for Group returns - The Group continues to collaborate with excellent management teams to recruit promising artists, injecting momentum into the artist management business[39] - Leveraging its resource advantages and integrating various business segments, the Group creates income streams for artists through customized performance opportunities and new media exposure[39] Music Business Review Lajin Music has amassed a large catalog of original music copyrights and established comprehensive distribution channels, fully launching its music copyright agency and distribution business, while also building a one-stop 'self-publishing' service for independent artists, though some music copyrights have been impaired due to recoverable amounts falling below cost - Lajin Music has accumulated a large number of high-quality original music copyrights and established comprehensive music promotion and distribution channels, fully launching its music copyright agency and distribution business[40] - The Group has created a one-stop 'self-publishing' business model specifically for original independent musicians, addressing issues such as creation, publication, copyright, and revenue[40] - Despite efforts to monetize music copyrights, the estimated recoverable amount for some copyrights is below cost, leading to corresponding impairment[40] New Media Business Review The Group has invested heavily in its new media segment, developing the Amber APP platform with blockchain, AIGC, and other technologies to offer creators a unique experience, innovating 'creator economy + musician self-publishing + music trendy play' models, successfully launching Music PASS cards and LIVEPASS digital souvenir tickets, and actively expanding international collaborations - The Group has invested significant resources to build the Amber APP platform, integrating technologies such as blockchain, AIGC, digital watermarking, NFC, and AR to provide creators with a unique creation and publishing experience[41] - Amber APP offers original musicians 100% copyright autonomy, providing official blockchain notarization and ISRC certification through cooperation with China Copyright Chain Company[41] - The core innovative product, the Music PASS card, integrates NFC and AR technologies, offering musicians new monetization methods, and successfully launched the LIVEPASS digital souvenir ticket at Zhao Chuan's Beijing concert[42] - In the first half of 2024, the new media business achieved multiple cooperation breakthroughs, including partnerships with the Beijing Musicians Association Rock Music Branch, cross-industry collaboration with the China Men's 3x3 Basketball Super League, and cooperation in the Chinese classical music sector to issue Music PASS card albums, achieving excellent results with the first global release of Music PASS cards[42] - The 'LIVEPASS Music Festival All-in-One Card Wristband,' developed with Amber's core technology, was widely used as a payment channel at the first Chinese stop of the WATERZONIC Music Festival[42] - The Group participated in the China Internet Audio-Visual Convention, discussing the impact and development trends of AI+Web3.0 on the music industry[43] Post Balance Sheet Events No significant events occurred after the balance sheet date for the Group - No significant events occurred for the Group after the balance sheet date[44] Liquidity and Financial Resources As of June 30, 2024, the Group's total assets were HK$163,643 thousand, with cash and cash equivalents at HK$18,923 thousand, primarily funding operations through proceeds from fundraising activities during the reporting period Key Data on Liquidity and Financial Resources | Metric | June 30, 2024 (HK$ thousand) | December 31, 2023 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total assets | 163,643 | 184,746 | (21,103) | -11.42% | | Cash and cash equivalents | 18,923 | 26,339 | (7,416) | -28.15% | - The Group primarily funded its operations during the review period using proceeds from fundraising activities[45] Capital Structure As of the date of this announcement, the Company has a total of 4,209,131,046 ordinary shares in issue - As of the date of this announcement, the Company has a total of 4,209,131,046 ordinary shares in issue[46] Gearing Ratio As of June 30, 2024, the Group's gearing ratio was approximately 49.9%, a slight increase from 49.4% as of December 31, 2023 Gearing Ratio | Date | Gearing Ratio | | :--- | :--- | | June 30, 2024 | 49.9% | | December 31, 2023 | 49.4% | Pledge of Assets of the Group As of June 30, 2024, the Group had no pledge of assets - As of June 30, 2024, the Group had no pledge of assets[48] Foreign Exchange Risk Most of the Group's income and expenses are denominated in RMB, and currently, no foreign currency derivative instruments are used for hedging, but management closely monitors and will consider hedging when necessary - Most of the Group's income and expenses are denominated in RMB, and currently, no foreign currency derivative instruments are used to hedge foreign exchange risk[49] - Management closely monitors foreign exchange risk and will consider hedging when necessary[49] Commitments As of June 30, 2024, the Group's capital commitments amounted to approximately HK$45,493 thousand, primarily for film rights and films and television programs in progress Capital Commitments | Date | Amount (HK$ thousand) | | :--- | :--- | | June 30, 2024 | 45,493 | | December 31, 2023 | 44,730 | Contingent Liabilities As of June 30, 2024, the Group had no significant contingent liabilities - As of June 30, 2024, the Group had no significant contingent liabilities[51] Employees As of June 30, 2024, the Group had 49 employees (46 in Mainland China and 3 in Hong Kong), with remuneration, promotion, and salary reviews based on job responsibilities, performance, experience, and industry practice - As of June 30, 2024, the Group had 49 employees (46 in Mainland China, 3 in Hong Kong)[52] - Employee remuneration, promotion, and salary reviews are based on job responsibilities, performance, professional experience, and current industry practice[52] Material Investments For the period ended June 30, 2024, the Group held no material investments - For the period ended June 30, 2024, the Group held no material investments[53] Share Option Scheme The Company adopted a new share option scheme on June 21, 2024, to recognize and incentivize participants' contributions, valid for 10 years until June 2025, with no outstanding share options as of June 30, 2024 - The Company adopted a new share option scheme on June 21, 2024, aimed at recognizing and incentivizing participants' contributions to the Group[54] - The share option scheme is valid for 10 years and will expire in June 2025[54] - As of June 30, 2024, there were no outstanding share options[54] Arrangements to Purchase Shares or Debentures Excluding the share option and employee incentive schemes, neither the Company nor its subsidiaries entered into any arrangements during the reporting period that would benefit directors and chief executives through the purchase of shares or debentures of the Company or any other body corporate - Except for the share option scheme and employee incentive scheme, neither the Company nor any of its subsidiaries entered into any arrangements during the reporting period that would enable directors and chief executives to benefit from purchasing shares or debentures of the Company or any other body corporate[55] Other Information This section covers additional disclosures including major shareholders, directors' interests, corporate governance practices, and audit committee details Major Shareholders As of June 30, 2024, Jiaxuan Group Limited and its associates Mr. Huang Guangyu and Mr. Xu Zhongmin held 47.10% of the Company's shares, China CITIC Group Corporation Limited and its associates held 10.93%, and First Charm Investments Limited and its associate Mr. Ko Chun Shun held 7.40% Major Shareholders' Shareholding (As of June 30, 2024) | Name of Major Shareholder | Capacity | Nature of Interest | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Jiaxuan Group Limited | Beneficial owner | 1,982,561,725 | 47.10% | | Pengjian Investment Holdings Limited | Interest in controlled corporation | 1,982,561,725 | 47.10% | | Mr. Huang Guangyu | Interest in controlled corporation | 1,982,561,725 | 47.10% | | Weihao Global Holdings Limited | Interest in controlled corporation | 1,982,561,725 | 47.10% | | Mr. Xu Zhongmin | Interest in controlled corporation | 1,982,561,725 | 47.10% | | China CITIC Group Corporation Limited | Interest in controlled corporation | 459,934,954 | 10.93% | | CITIC Limited | Interest in controlled corporation | 459,934,954 | 10.93% | | Famous Peak Investments Limited | Beneficial owner | 459,934,954 | 10.93% | | First Charm Investments Limited | Beneficial owner | 311,545,414 | 7.40% | | Mr. Ko Chun Shun | Interest in controlled corporation | 311,545,414 | 7.40% | Directors' and Chief Executive's Interests in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations As of June 30, 2024, no directors, chief executives, or their associates held any interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations - As of June 30, 2024, no directors, chief executives, or their associates held any interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations[59] Competing Interests As of June 30, 2024, no directors, major shareholders, or their respective associates held any interests in businesses that compete or may compete with the Group's business - As of June 30, 2024, no directors, major shareholders, or their respective associates held any interests in any business that competes or may compete with the Group's business[60] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended June 30, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[61] Corporate Governance Practices The Company is committed to improving accountability and transparency but, for the six months ended June 30, 2024, did not fully comply with certain provisions of the Corporate Governance Code in Appendix 15 of the GEM Listing Rules, including the separation of Chairman and CEO roles, fixed terms for non-executive directors, and non-executive directors' attendance at general meetings - The Company failed to meet the GEM Listing Rule 17.104 requirement for board diversity regarding single-gender boards, and the Board is seeking suitable candidates to comply by December 31, 2024[62] - The Company did not comply with Corporate Governance Code provisions A.2.1 (separation of Chairman and Chief Executive Officer roles), A.4.1 (fixed terms for non-executive directors), and A.6.7 (attendance of non-executive directors at general meetings)[63] Chairman and Chief Executive Officer As of the date of this announcement, the positions of Chairman and Chief Executive Officer of the Company remain vacant, and the Company continues to seek suitable candidates to fill these vacancies - As of the date of this announcement, the positions of Chairman and Chief Executive Officer of the Company remain vacant, and the Company will continue to seek suitable candidates to fill these vacancies[64] Term of Non-executive Directors The terms of non-executive directors are subject to retirement by rotation and eligibility for re-election under the Company's articles of association, which the Board deems sufficient to achieve the objectives of Code Provision A.4.1 - Non-executive directors' terms are subject to retirement by rotation and eligibility for re-election under the Company's articles of association, which the Board considers sufficient to achieve the relevant objectives of Code Provision A.4.1[65] Attendance of Non-executive Directors at General Meetings Certain non-executive directors and independent non-executive directors were unable to attend the Company's annual general meetings and extraordinary general meetings due to other business commitments, thus not fully complying with Code Provision A.6.7 - Certain non-executive directors and independent non-executive directors were unable to attend the Company's annual general meetings and extraordinary general meetings due to other business commitments[66] Code of Conduct Regarding Securities Transactions by Directors For the six months ended June 30, 2024, the Company adopted a code of conduct for directors' securities transactions no less stringent than the GEM Listing Rules, and all directors confirmed compliance after inquiry - The Company has adopted a code of conduct for directors' securities transactions no less stringent than the GEM Listing Rules, and all directors have confirmed compliance[67] Audit Committee The Audit Committee, comprising three members, is primarily responsible for reviewing financial statements, providing advice, and overseeing the Group's financial reporting and internal control procedures, and has reviewed this interim report and results - The Audit Committee, comprising three members (Mr. Lam Cheung Shing as Chairman), is primarily responsible for reviewing financial statements, providing advice, and reviewing and monitoring the Group's financial reporting and internal control procedures[68] - The Audit Committee has reviewed the interim report and results for the six months ended June 30, 2024[68] Board of Directors This section lists the composition of the Board of Directors as of the announcement date, including executive, non-executive, and independent non-executive directors - As of the date of this announcement, the executive directors are Mr. Colin Xu and Mr. Leung Wai Shun; non-executive directors are Mr. Zou Xiaochun, Mr. Zhou Yafei, and Mr. Li Xuesong; independent non-executive directors are Mr. Ng Wai Hung, Mr. Lam Cheung Shing, and Mr. Wang Ju[68]