侨洋国际控股(08070) - 2024 - 中期业绩

Unaudited Interim Results This section presents the Group's unaudited condensed consolidated financial statements, offering a snapshot of its performance and financial position for the interim period Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's revenue for the six months ended June 30, 2024, was HK$127,072 thousand, a significant decrease of 41.5% year-on-year; despite the revenue decline, profit for the period slightly increased by 2.5% to HK$10,109 thousand, with basic and diluted earnings per share at HK 5.05 cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Overview (HK$ thousand) | Indicator | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 127,072 | 217,271 | -41.5% | | Gross Profit | 25,875 | 26,805 | -3.5% | | Profit Before Tax | 10,692 | 11,171 | -4.3% | | Profit for the Period | 10,109 | 9,864 | +2.5% | | Earnings Per Share (HK cents) | 5.05 | 4.93 | +2.4% | Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2024, the Group's net assets increased to HK$107,262 thousand, with net current assets at HK$67,037 thousand, and bank and cash balances significantly grew by 93.8% to HK$22,700 thousand, indicating enhanced liquidity Condensed Consolidated Statement of Financial Position Overview (HK$ thousand) | Indicator | As of June 30, 2024 | As of December 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | 40,225 | 34,967 | +15.0% | | Current Assets | 192,810 | 175,507 | +9.9% | | Current Liabilities | 125,773 | 112,338 | +12.0% | | Net Current Assets | 67,037 | 63,169 | +6.1% | | Net Assets | 107,262 | 98,136 | +9.3% | | Bank and Cash Balances | 22,700 | 11,711 | +93.8% | Notes to the Unaudited Condensed Consolidated Interim Financial Statements This section details the basis of preparation, accounting policies, specific composition and changes in revenue, expenses, and balance sheet items, along with important information on related party transactions, dividend policy, and post-reporting events - Financial statement notes provide detailed explanations of the Group's financial performance and position, including revenue composition, cost structure, balance sheet changes, and relevant accounting policies[4][5][6] Basis of Preparation This section outlines the fundamental principles and accounting standards used in preparing the interim financial statements - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited[4] - The accounting policies and methods of computation used in preparing these condensed financial statements are consistent with those adopted in the Group's annual financial statements for the year ended December 31, 2023[4] Adoption of New and Revised HKFRSs This section details the Group's adoption of new and revised Hong Kong Financial Reporting Standards and their impact on the financial statements - The Group has adopted all new and revised Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants that are relevant to its operations and effective for its accounting year beginning on January 1, 2024[5] - The adoption of these new and revised HKFRSs has not resulted in significant changes to the Group's accounting policies, the presentation of the financial statements, or the reported amounts for the current and prior periods[5] Revenue and Segment Information This section provides a breakdown of the Group's revenue by product and geographical segment, highlighting key changes and contributions - The Group's business during the reporting period generated revenue solely from the manufacturing and sale of transformers, switching power supplies, electronic components, and electronic healthcare products, operating as a single business segment[6] Product Revenue Analysis (HK$ thousand) | Product | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Sales of transformers | 45,403 | 104,305 | -56.5% | | Sales of switching power supplies | 2,000 | 1,626 | +23.0% | | Sales of electronic components | 79,669 | 110,299 | -27.8% | | Sales of electronic healthcare products | – | 1,041 | -100.0% | | Total Revenue from Customer Contracts | 127,072 | 217,271 | -41.5% | Geographical Segment Revenue Analysis (HK$ thousand) | Region | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong | 1,872 | 10,947 | -82.9% | | China | 23,510 | 19,913 | +18.1% | | Europe | 72,521 | 127,816 | -43.3% | | United States | 6,542 | 12,030 | -45.6% | | India | 14,966 | 39,975 | -62.6% | | Others | 7,661 | 6,590 | +16.3% | | Total | 127,072 | 217,271 | -41.5% | Other Income This section details the composition of the Group's other income, including interest, government grants, and other miscellaneous items Other Income Components (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Bank interest | 1,590 | 80 | +1887.5% | | Government grants | 241 | 1,757 | -86.3% | | Sales of scrap materials | 240 | – | N/A | | Other income | 85 | 38 | +123.7% | | Total | 2,156 | 1,875 | +15.0% | Other Gains This section outlines the components of other gains, primarily focusing on fair value gains from investments and net exchange gains Other Gains Components (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Fair value gains on investments at fair value through profit or loss | (222) | 3,065 | -107.2% | | Net exchange gains | 1,072 | 507 | +111.4% | | Total | 850 | 3,572 | -76.2% | Finance Costs This section details the Group's finance costs, including interest expenses on leases and bank borrowings Finance Costs Components (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Interest on lease liabilities | 100 | 41 | +143.9% | | Interest on bank borrowings | 943 | 1,475 | -36.1% | | Total | 1,043 | 1,516 | -31.2% | Income Tax Expense This section presents the Group's income tax expense, broken down by Hong Kong profits tax and PRC enterprise income tax, along with applicable tax rates Income Tax Expense Components (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong profits tax | 815 | 356 | +129.0% | | PRC enterprise income tax | (232) | 951 | -124.4% | | Total | 583 | 1,307 | -55.4% | - The Hong Kong profits tax rate is 8.25% for assessable profits not exceeding HK$2,000,000 and 16.5% for the portion exceeding HK$2,000,000[11] - The PRC subsidiaries are subject to an income tax rate of 25%[11] Profit for the Period This section details the key items deducted in calculating the Group's profit for the period, such as directors' emoluments, cost of inventories sold, and staff costs Key Deductions from Profit for the Period (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Directors' emoluments | 934 | 879 | +6.3% | | Cost of inventories sold | 101,197 | 190,466 | -46.8% | | Depreciation of property, plant and equipment | 1,799 | 1,257 | +43.1% | | Depreciation of right-of-use assets | 752 | 1,026 | -26.8% | | Research and development expenses | 4,943 | 5,233 | -5.6% | | Staff costs | 20,358 | 24,611 | -17.3% | Earnings Per Share This section provides the calculation of basic and diluted earnings per share, along with the weighted average number of ordinary shares Earnings Per Share (HK cents) | Indicator | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company (HK$ thousand) | 10,107 | 9,863 | +2.5% | | Weighted average number of ordinary shares | 200,000,000 | 200,000,000 | 0.0% | | Basic and diluted earnings per share (HK cents) | 5.05 | 4.93 | +2.4% | - No diluted earnings per share are presented for the six months ended June 30, 2024, and 2023, as there were no potential dilutive ordinary shares outstanding during these periods[13] Dividends This section outlines the special interim dividend declared by the Board for the six months ended June 30, 2024 - The Board resolved on August 19, 2024, to declare a special interim dividend of HK$0.15 per ordinary share of the Company for the six months ended June 30, 2024[14] - The total special interim dividend amounts to HK$30,000,000[14] - No other interim dividends were proposed for the six months ended June 30, 2023[14] Property, Plant and Equipment This section details the changes in the Group's property, plant and equipment, including additions and depreciation for the period Property, Plant and Equipment Movements (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Additions | 7,810 | 23,731 | -67.1% | | Depreciation | 1,799 | 1,257 | +43.1% | Trade and Other Receivables and Prepayments This section provides an aging analysis of the Group's trade receivables, showing changes in collection patterns Aging Analysis of Trade Receivables (HK$ thousand) | Aging | As of June 30, 2024 | As of December 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | 0 to 90 days | 37,839 | 24,185 | +56.4% | | 91 to 180 days | 417 | 294 | +41.8% | | 181 to 365 days | 20 | 40 | -50.0% | | Over one year | 79 | 511 | -84.5% | | Total | 38,355 | 25,030 | +53.2% | Trade and Other Payables and Accrued Charges This section presents an aging analysis of the Group's trade payables, reflecting changes in payment obligations Aging Analysis of Trade Payables (HK$ thousand) | Aging | As of June 30, 2024 | As of December 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | 0 to 90 days | 44,958 | 37,502 | +19.9% | | 91 to 180 days | 298 | 27 | +1003.7% | | 181 to 365 days | 27 | 87 | -69.0% | | Over one year | 126 | 176 | -28.4% | | Total | 45,409 | 37,792 | +20.1% | Share Capital This section details the Group's share capital structure, including authorized and issued share capital Share Capital Structure (HK$ thousand) | Item | As of June 30, 2024 | As of December 31, 2023 | | :--- | :--- | :--- | | Authorized share capital (1,000,000,000 shares of HK$0.01 each) | 10,000 | 10,000 | | Issued and fully paid share capital (200,000,000 shares of HK$0.01 each) | 2,000 | 2,000 | Capital Commitments This section confirms the absence of any significant capital commitments for the Group as of the reporting dates - As of June 30, 2024, and December 31, 2023, the Group had no material capital commitments[17] Contingent Liabilities This section confirms the absence of any significant contingent liabilities for the Group as of the reporting dates - As of June 30, 2024, and December 31, 2023, the Group had no material contingent liabilities[19] Related Party Transactions This section identifies key related parties and details transactions with them, including rental payments and key management personnel compensation - Related parties include Mr. Chung Chi Hang, Mr. Chung Tin Sing (directors of the Company), Mr. Chung Chi Wah (ultimate controlling shareholder), and Tin Kung Electronic Plastic (Heyuan) Co., Ltd., beneficially owned by Mr. Chung Chi Hang[20] Related Party Transactions (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Rental paid to a related company (Tin Kung Electronic Plastic (Heyuan) Co., Ltd.) | 744 | 831 | -10.5% | Key Management Personnel Compensation (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Salaries and other benefits | 1,225 | 1,258 | -2.6% | | Retirement benefit contributions | 38 | 46 | -17.4% | | Total | 1,263 | 1,304 | -3.1% | Events After Reporting Period This section reports significant events occurring after the reporting period, including changes in the company's auditor - ZHONGHUI ANDA CPA Limited resigned as the Company's auditor, effective from August 1, 2024[23] - VIVIEN CHAN & CO. was appointed as the Company's auditor on the same day to fill the casual vacancy[23] Approval of Interim Financial Statements This section confirms the date on which the unaudited condensed consolidated interim financial statements were approved by the Board of Directors - The unaudited condensed consolidated financial statements for the six months ended June 30, 2024, were approved and authorized for issue by the Board of Directors on August 19, 2024[24] Management Discussion and Analysis This section provides management's perspective on the Group's operational performance, financial condition, and future outlook Business Review The Group primarily engages in the design, development, production, and sale of transformers, switching power supplies, electronic healthcare products, and other electronic components; revenue declined due to slower transformer orders and economic downturn, but operating profit margin increased from higher product prices and reduced production costs - The Group primarily engages in the design, development, production, and sale of transformers, switching power supplies, electronic healthcare products, and other electronic components[25] Product Sales Contribution Changes | Product | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | | :--- | :--- | :--- | | Transformers | Approx. 35.7% | Approx. 48.0% | | Switching power supplies | Approx. 1.6% | Approx. 0.7% | | Electronic components | Approx. 62.7% | Approx. 50.8% | | Electronic healthcare products | 0% | Approx. 0.5% | - The decrease in revenue was mainly attributable to slower procurement orders for transformers and weakened demand due to the general economic downturn during the review period[25] - The operating profit margin increased compared to the same period in 2023, primarily due to higher product selling prices and reduced production scrap and overall production costs during the review period[25] Financial Review The Group's revenue decreased by 41.5% year-on-year to HK$127.1 million, with cost of sales decreasing by 46.9%; gross profit slightly fell by 3.5% to HK$25.9 million, but gross margin rose from 12.3% to 20.4% due to strict material cost control and increased product selling prices, resulting in a 2.5% profit increase to HK$10.1 million - The Group's revenue decreased by approximately HK$90.2 million or 41.5% from approximately HK$217.3 million for the six months ended June 30, 2023, to approximately HK$127.1 million for the six months ended June 30, 2024[26] - Gross profit margin increased from 12.3% for the six months ended June 30, 2023, to 20.4% for the six months ended June 30, 2024, mainly due to stringent control over material costs and an increase in product selling prices compared to the same period in 2023[26] - Other income increased by 15.0% to approximately HK$2.2 million, primarily due to higher interest income from fixed bank deposits[26] - Other gains decreased by 76.2% to approximately HK$0.9 million, mainly due to a reduction in investment income resulting from losses incurred by the Company's hedging policy during the review period[26] - Selling and distribution expenses, administrative expenses, finance costs, and income tax expense all decreased[26][27] - The Group recorded a profit of approximately HK$10.1 million for the six months ended June 30, 2024 (six months ended June 30, 2023: approximately HK$9.9 million)[27] Outlook Facing global economic recession, the Group actively addresses challenges by focusing on developing and selling clean energy electronic components (e.g., inverters) and electric vehicle market products (e.g., high-frequency inductors), considering establishing Southeast Asian production bases to mitigate tariff impacts, and striving to enhance production efficiency and effectiveness - The Group recognizes the growing demand for clean energy electronic components, particularly inverters, and has produced inverters for a European customer, with expectations for further new model development collaboration[28] - The Group acknowledges the electric vehicle market as another rapidly growing sector and has leveraged existing technology to develop and produce high-frequency inductors for this market, anticipating this product to contribute a significant portion of future revenue[28] - The Group is also seeking strategic partners in Southeast Asia to establish production bases outside China, aiming to mitigate the impact of US tariffs and enhance competitiveness in the US market[28] - The Group will implement all appropriate measures to enhance the efficiency and effectiveness of its production processes, minimizing production costs[28] Liquidity and Financial Resources The Group maintains a robust financial position with growth in net assets and net current assets; bank and cash balances significantly increased, and the gearing ratio substantially decreased to 0.07, primarily due to reduced bank borrowings and increased cash inflows from operating activities Liquidity and Financial Resources Overview (HK$ thousand) | Indicator | As of June 30, 2024 | As of December 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Net Assets | 107,300 | 98,100 | +9.4% | | Net Current Assets | 67,000 | 63,200 | +6.0% | | Shareholders' Funds | 107,300 | 98,100 | +9.4% | | Current Assets | 192,800 | 175,500 | +9.9% | | Current Liabilities | 125,800 | 112,300 | +12.0% | | Bank and Cash Balances | 22,700 | 11,700 | +94.0% | | Net Assets Per Share (HK$) | 0.54 | 0.49 | +10.2% | - The gearing ratio (calculated as interest-bearing borrowings net of bank and cash balances to total equity) was approximately 0.07 (December 31, 2023: approximately 0.26), with the decrease primarily due to reduced bank borrowings and increased bank and cash balances from operating activities[29] Capital Expenditure For the six months ended June 30, 2024, the Group's capital expenditure was approximately HK$7.8 million, primarily for additions to property, plant and equipment, a significant decrease from the prior year Capital Expenditure (HK$ thousand) | Period | Capital Expenditure | | :--- | :--- | | For the six months ended June 30, 2024 | 7,800 | | For the six months ended June 30, 2023 | 23,700 | | For the year ended December 31, 2023 | 26,500 | - Capital expenditure was primarily for additions to property, plant and equipment[30] Capital Structure The Group maintains prudent funding and treasury policies, with a capital structure comprising bank borrowings and equity attributable to owners, where bank borrowings are denominated in HKD and secured by pledged bank deposits and trade receivables - The Group's capital structure comprises bank borrowings and equity attributable to owners of the Group, which includes issued share capital and retained earnings[31] - Bank borrowings are denominated in HKD and are secured by the Group's pledged bank deposits and trade receivables[31] Foreign Exchange Risk The Group's sales are primarily USD-denominated, but some transactions in RMB and HKD expose it to foreign currency risk; currently, there is no hedging policy, but management closely monitors exchange rate fluctuations and considers hedging when necessary - The Group's sales are primarily denominated in US dollars; however, the Group has certain foreign currency sales and purchase transactions denominated in Renminbi and Hong Kong dollars, which may expose the Group to foreign currency risk[32] - The Group currently has no foreign currency hedging policy, but its management monitors foreign currency exchange rate fluctuations closely to manage its foreign exchange risk and considers hedging significant foreign exchange exposures when necessary[32] Material Investments Held As of June 30, 2024, the Group held no material investments - As of June 30, 2024, the Group held no material investments (December 31, 2023: Nil)[33] Contingent Liabilities As of June 30, 2024, the Group had no material contingent liabilities - As of June 30, 2024, the Group had no material contingent liabilities (December 31, 2023: Nil)[33] Capital Commitments As of June 30, 2024, the Group had no material capital commitments - As of June 30, 2024, the Group had no material capital commitments (December 31, 2023: Nil)[34] Employees and Remuneration Policy As of June 30, 2024, the Group had approximately 465 employees, with total staff costs (excluding directors' emoluments) of about HK$20.4 million, a decrease from the prior year; remuneration packages are attractive, regularly reviewed, and continuous training is provided Employees and Staff Costs | Indicator | As of June 30, 2024 | As of December 31, 2023 | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Number of Employees | 465 | 458 | N/A | N/A | | Total Staff Costs (HK$ thousand, excluding directors' emoluments) | N/A | N/A | 20,400 | 24,600 | - Employee remuneration and related benefits are determined based on performance, qualifications, experience, position, and the Group's business performance, with continuous training provided for quality control and production facility operations[35] Pledge of the Group's Assets As of June 30, 2024, the Group's total pledged assets amounted to HK$44,118 thousand, primarily comprising land and buildings, pledged bank deposits, and trade receivables, showing an increase from December 31, 2023 Pledged Assets (HK$ thousand) | Item | As of June 30, 2024 | As of December 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Land and buildings | 21,246 | 21,463 | -1.0% | | Pledged bank deposits | 6,522 | 10,810 | -39.6% | | Trade receivables | 16,350 | 706 | +2216.0% | | Total | 44,118 | 32,979 | +33.8% | Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies For the six months ended June 30, 2024, the Group had no material acquisitions or disposals of subsidiaries and affiliated companies - For the six months ended June 30, 2024, the Group had no material acquisitions or disposals of subsidiaries and affiliated companies[37] Future Plans for Material Investments and Capital Assets The Group plans to invest up to 30% of idle cash in short-term, low-risk Hong Kong-listed securities and other investment products to enhance capital efficiency, subject to conditions ensuring operational liquidity and capital security are not affected - The Group's management has invested no more than 30% of its cash on hand at any critical time in short-term and low-risk Hong Kong-listed securities investments, as well as other related investment products offered by banks and other financial institutions[38] - Such investments must meet certain conditions, including an investment period not exceeding twelve months, total funds invested in any security not exceeding the Group's cash flow requirements for the next six months, and details of securities to be submitted to the Board for review and prior approval[38] - The funds for these investments will come from idle capital and will not affect the Group's operational liquidity and capital security[38] Other Information This section covers additional disclosures including changes in equity structure, share option scheme, dividends, corporate governance, and board information Changes in the Company's Equity Structure Century Lead International Limited, controlled by Mr. Zhong Zhihua, acquired 63.0% of the Company's ordinary shares, followed by a mandatory unconditional cash offer under the Takeovers Code; post-offer, the offeror and parties acting in concert held 63.13% of the Company's issued share capital - Century Lead International Limited (controlled by Mr. Zhong Zhihua) acquired 126,000,000 ordinary shares in the Company's share capital, representing 63.0% of the Company's total issued share capital[39] - Pursuant to the Takeovers Code, the offeror made a mandatory unconditional cash offer for all issued ordinary shares in the Company's share capital at HK$0.15 per share[39] - Immediately following the close of the offer, the offeror and parties acting in concert held interests in a total of 126,260,000 shares, representing 63.13% of the Company's issued share capital as of April 29, 2024[39] Share Option Scheme The Company adopted a share option scheme on February 2, 2016, to incentivize eligible participants, with a maximum of 20,000,000 shares (10% of issued shares) available for grant; no options were granted, exercised, cancelled, or lapsed during the reporting period, leaving 20,000,000 options available as of June 30, 2024 - The Company conditionally adopted a share option scheme on February 2, 2016, to encourage eligible participants to enhance their work efficiency for the benefit of the Group, and to attract and retain or otherwise maintain an ongoing business relationship with eligible participants[40] - The maximum number of shares of the Company that may be granted under the share option scheme shall not exceed 10% of the total number of issued shares immediately following the completion of the placing, which is 20,000,000 shares[40] - During the period from January 1, 2024, to June 30, 2024, no share options were granted, exercised, cancelled, or lapsed under the share option scheme by the Company[41] - As of June 30, 2024, there were 20,000,000 share options yet to be issued under the share option scheme, representing approximately 10% of the Company's shares as of June 30, 2024[41] Special Interim Dividend The Board declared a special interim dividend of HK$0.15 per ordinary share, totaling HK$30,000,000, for the six months ended June 30, 2024, to reward shareholders - On August 19, 2024, the Board resolved to declare a special interim dividend of HK$0.15 per ordinary share of the Company for the six months ended June 30, 2024[42] - The total special interim dividend amounts to HK$30,000,000, aiming to return value to shareholders[42] - No dividends were paid for the six months ended June 30, 2023, and for the year ended December 31, 2023[42] Closure of Register of Members To determine eligibility for the special interim dividend, the Company will close its register of members from September 4 to September 6, 2024, with the record date on September 6, 2024, and dividend payment around September 17, 2024 - The dates for the closure of the register of members are from Wednesday, September 4, 2024, to Friday, September 6, 2024 (both days inclusive)[43] - The record date is Friday, September 6, 2024[43] - The special interim dividend payment date is on or about Tuesday, September 17, 2024[43] Purchase, Sale or Redemption of Listed Securities During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[44] Events After Reporting Period Subsequent to the reporting period, ZHONGHUI ANDA CPA Limited resigned as auditor, and VIVIEN CHAN & CO. was appointed as the new auditor - ZHONGHUI ANDA CPA Limited resigned as the Company's auditor, effective from August 1, 2024[45] - VIVIEN CHAN & CO. was appointed as the Company's auditor on the same day to fill the casual vacancy arising from ZHONGHUI ANDA's resignation[45] Corporate Governance Practices The Company has complied with the code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, ensuring proper and prudent regulation of its operations and decision-making processes - The Directors believe that incorporating core elements of good corporate governance into the Group's management structure and internal control procedures helps balance the interests of the Company's shareholders, customers, and employees[46] - For the period from January 1, 2024, to June 30, 2024, the Company has complied with the code provisions set out in Part 2 of the Corporate Governance Code[46] Directors' Securities Transactions The Company adopted a code of conduct for directors' securities transactions no less exacting than the required standard set out in the GEM Listing Rules, with no non-compliance identified during the reporting period - The Company has adopted a code of conduct regarding directors' securities transactions that is no less exacting than the required standard set out in Rules 5.48 to 5.67 of the GEM Listing Rules[47] - Following specific inquiries with each Director, the Company is not aware of any non-compliance by the Directors with the required standard of dealings and the code of conduct regarding securities transactions during the period[47] Non-Competition Undertaking Cyber Goodie Limited and Mr. Zhong Zhiheng entered into a non-competition undertaking with the Company, effective from the listing date of February 24, 2016, to protect the Group's interests - Cyber Goodie Limited and Mr. Chung Chi Hang entered into a non-competition undertaking dated February 2, 2016, for the benefit of the Company regarding non-competition commitments[48] - The non-competition undertaking became effective from February 24, 2016, the listing date[48] Competition and Conflicts of Interest To the best of the Directors' knowledge, no Director, controlling shareholder, or their respective associates had any business directly or indirectly competing with the Group's business or any other conflicts of interest during the reporting period - To the best of the Directors' knowledge, during the six months ended June 30, 2024, no Director or controlling shareholder or any of their respective associates owned any business that directly or indirectly competes or may compete with the Group's business, or held any interest in such businesses, or had any other conflicts of interest with the Group[49] Audit Committee The Audit Committee, comprising three independent non-executive directors chaired by Mr. Cheung Yee Tak, reviewed and approved the Group's unaudited condensed consolidated financial results for the six months ended June 30, 2024, with no disagreement on accounting treatments - The Audit Committee currently comprises three independent non-executive directors: Mr. Cheung Yee Tak (Chairman), Mr. Li Chung Pong, and Mr. Lam Chun Lui[50] - The Audit Committee has reviewed and approved the Group's unaudited condensed consolidated financial results for the six months ended June 30, 2024, and has no disagreement with the accounting treatments adopted by the Company[50] Risk Management Committee The Risk Management Committee, composed of two executive directors and one independent non-executive director, oversees the risk governance structure and hedging policy, reviewing and approving policies formulated by the hedging team - The Risk Management Committee currently consists of three members: two executive directors, Mr. Chung Tin Sing and Mr. Wong Shek Fai, and one independent non-executive director, Mr. Lam Chun Lui[51] - The Risk Management Committee is responsible for reviewing and approving the hedging policy formulated by the Company's hedging team and reporting to the Board on whether the Company's management has duly complied with the hedging policy[51] Publication of Interim Results and Interim Report on HKEX and Company Website This announcement is published on the HKEX and Company websites, and the interim report containing all information required by the GEM Listing Rules will be dispatched to shareholders and published on the websites in due course - This announcement is published on the HKEX website (www.hkexnews.hk) and the Company's website (www.keenocean.com.hk)[52](index=52&type=chunk) - The Company's interim report for the six months ended June 30, 2024, containing all information required by the GEM Listing Rules, will be dispatched (if necessary) to the Company's shareholders and published on the aforementioned websites in due course[52] Board Information As of the date of this announcement, the executive directors are Mr. Chung Chi Hang, Mr. Chung Tin Sing, and Mr. Wong Shek Fai; the independent non-executive directors are Mr. Cheung Yee Tak, Mr. Li Chung Pong, and Mr. Lam Chun Lui - As of the date of this announcement, the executive directors are Mr. Chung Chi Hang, Mr. Chung Tin Sing, and Mr. Wong Shek Fai[53] - The independent non-executive directors are Mr. Cheung Yee Tak, Mr. Li Chung Pong, and Mr. Lam Chun Lui[53]