万成环球控股(08309) - 2022 - 中期财报

GEM Market Features and Report Declaration This section outlines the characteristics of the GEM market and the company's report declarations GEM Market Risk Warning The HKEX GEM market offers a listing platform for SMEs, but involves higher investment risks, potential for greater market volatility, and unguaranteed liquidity, with HKEX disclaiming responsibility for report content - GEM market provides a listing platform for small and medium-sized companies, but involves higher investment risks[1] - GEM securities may be subject to greater market volatility risks, and high liquidity cannot be guaranteed[1] - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the contents of this report[1] Directors' Statement and Report Compliance This report is the joint and individual responsibility of the directors of Man Shing Global Holdings Limited, prepared in compliance with GEM Listing Rules, with directors confirming accuracy and completeness - This report is the joint and individual responsibility of the company's directors, prepared in compliance with the GEM Listing Rules[2] - Directors confirm that the information in the report is accurate, complete, and free from misleading or fraudulent content in all material aspects[2] Company Information This section provides essential details about the company's governance structure and professional services Board of Directors The Board comprises three executive directors (Mr. Wong Chong Shing, Mr. Wong Man Shing, Mr. Wong Chi Ho) and three independent non-executive directors (Mr. Li Pak Chung, Mr. Au Yeung Tin Wah, Mr. Chiu Ka Wai), with Mr. Wong Chong Shing as Chairman - Executive Directors: Mr. Wong Chong Shing (Chairman), Mr. Wong Man Shing, Mr. Wong Chi Ho[5] - Independent Non-Executive Directors: Mr. Li Pak Chung, Mr. Au Yeung Tin Wah, Mr. Chiu Ka Wai[5] Committee Composition The company has an Audit, Remuneration, Nomination, and Risk Management Committee, each chaired or significantly staffed by independent non-executive directors to ensure governance independence - Audit Committee Chairman: Mr. Au Yeung Tin Wah[5] - Remuneration Committee Chairman: Mr. Chiu Ka Wai[5] - Nomination Committee Chairman: Mr. Wong Chong Shing[5] - Risk Management Committee Chairman: Mr. Wong Chong Shing[5] Company Contact and Professional Services Registered in the Cayman Islands with principal operations in Hong Kong, the company details its secretary, compliance officer, auditor, legal counsel, and primary banking relationships - Registered office: Cayman Islands[5] - Head office and principal place of business: Kwai Chung, New Territories, Hong Kong[5] - Company Secretary: Mr. Tong Wai Kit; Compliance Officer: Mr. Wong Chong Shing[5][6] - Auditor: Zhong Zheng Tian Heng CPA Limited; Legal Advisor: Liu, Lin & Chen[6] - Principal bankers include Shanghai Commercial Bank, Fubon Bank (Hong Kong), Standard Chartered Bank, among others[6] Unaudited Condensed Consolidated Financial Statements This section presents the company's unaudited condensed consolidated financial performance and position for the period Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended September 30, 2021, revenue decreased by 9.1% to HK$265.2 million, gross profit fell 39.6% to HK$22.9 million, leading to a sharp profit reduction to HK$0.406 million and diluted EPS of HK$0.07 cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended September 30) | Indicator | 2021 (HK$ '000) | 2020 (HK$ '000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 265,203 | 291,852 | -9.1 | | Cost of sales | (242,300) | (253,961) | -4.6 | | Gross profit | 22,903 | 37,891 | -39.6 | | Other income | 1,325 | 7,333 | -81.9 | | Administrative expenses | (22,316) | (23,139) | -3.6 | | Finance costs | (934) | (1,207) | -22.6 | | Profit/(Loss) before tax | 978 | 20,878 | -95.3 | | Recoverable income tax/(expense) | (572) | (2,737) | -79.1 | | Profit/(Loss) and total comprehensive income/(expense) for the period | 406 | 18,141 | -97.8 | | Earnings/(Loss) per share (HK cents) | 0.07 | 3.02 | -97.7 | Unaudited Condensed Consolidated Statement of Financial Position As of September 30, 2021, total assets slightly increased, with significant growth in property and equipment, while net current assets decreased, maintaining a generally stable financial position Condensed Consolidated Statement of Financial Position (As of September 30) | Indicator | Sep 30, 2021 (HK$ '000) | Mar 31, 2021 (HK$ '000) | Change (HK$ '000) | | :--- | :--- | :--- | :--- | | Non-current assets | | | | | Property, plant and equipment | 8,561 | 2,799 | +5,762 | | Right-of-use assets | 17,660 | 20,767 | -3,107 | | Goodwill | 4,095 | 4,095 | 0 | | Current assets | | | | | Trade receivables | 72,612 | 53,188 | +19,424 | | Prepayments, deposits and other receivables | 18,069 | 12,543 | +5,526 | | Pledged bank deposits | 54,197 | 33,125 | +21,072 | | Bank balances and cash | 29,427 | 70,545 | -41,118 | | Current liabilities | | | | | Trade payables | 9,850 | 7,031 | +2,819 | | Bank and other borrowings | 24,710 | 17,303 | +7,407 | | Non-current liabilities | | | | | Lease liabilities | 2,178 | 12,114 | -9,936 | | Long service payment obligations | 6,778 | 2,836 | +3,942 | | Total equity | 101,913 | 101,507 | +406 | Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended September 30, 2021, total equity slightly increased, primarily driven by the profit for the period, with share capital and share premium remaining constant Condensed Consolidated Statement of Changes in Equity (For the six months ended September 30) | Indicator | Sep 30, 2021 (HK$ '000) | Sep 30, 2020 (HK$ '000) | | :--- | :--- | :--- | | Share capital | 6,000 | 6,000 | | Share premium | 42,463 | 42,463 | | Other reserves | 110 | 110 | | Retained earnings | 53,340 | 42,460 | | Total equity | 101,913 | 91,033 | - Profit for the period was HK$406 thousand, contributing to the growth in total equity[11] Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended September 30, 2021, operating cash flow shifted to a net outflow, investment cash flow to a net inflow, and financing cash flow significantly decreased, resulting in a net cash reduction of HK$41.118 million Condensed Consolidated Statement of Cash Flows (For the six months ended September 30) | Indicator | 2021 (HK$ '000) | 2020 (HK$ '000) | Change (HK$ '000) | | :--- | :--- | :--- | :--- | | Net cash (used in) from operating activities | (71,328) | 2,718 | -74,046 | | Net cash from (used in) investing activities | 26,006 | (866) | +26,872 | | Net cash from financing activities | 4,204 | 15,342 | -11,138 | | Net (decrease) increase in cash and cash equivalents | (41,118) | 17,194 | -58,312 | | Cash and cash equivalents at end of period | 29,427 | 57,348 | -27,921 | Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed explanatory notes supporting the unaudited condensed consolidated financial statements 1. General Information The company, incorporated in the Cayman Islands and listed on GEM in 2017, operates as an investment holding company with subsidiaries providing environmental cleaning and property management services, controlled by Messrs. Wong Man Shing, Wong Chong Shing, and Wong Chi Ho - The company was incorporated in the Cayman Islands on March 18, 2016, and listed on GEM on April 13, 2017[15] - Principal activities include environmental cleaning solutions (street, building, bus and ferry cleaning, waste collection, pest control, etc.) and property management services[15] - Controlling shareholders are Mr. Wong Man Shing, Mr. Wong Chong Shing, and Mr. Wong Chi Ho[15] 2. Basis of Preparation The condensed consolidated interim financial statements are prepared under HKAS 34, the Companies Ordinance, and GEM Listing Rules, using a historical cost basis, with recent HKFRS amendments having no material impact - Financial statements are prepared in accordance with HKAS 34, the Companies Ordinance, and GEM Listing Rules[17] - Prepared on a historical cost basis, and amendments to Interest Rate Benchmark Reform – Phase 2 have been adopted[18][19] - The amendments have no material impact on the Group's results and financial position[18] - Interim results are unaudited by the auditor but have been reviewed by the Audit Committee[20] 3. Revenue For the six months ended September 30, 2021, total revenue decreased by 9.1% to HK$265 million, primarily due to a significant reduction in street cleaning solutions, despite growth in bus and ferry cleaning and property management services Revenue Analysis (For the six months ended September 30) | Service Type | 2021 (HK$ '000) | 2020 (HK$ '000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Street cleaning solutions | 162,619 | 211,641 | -23.1 | | Building cleaning solutions | 41,940 | 44,397 | -5.6 | | Bus and ferry cleaning solutions | 35,701 | 19,807 | +80.2 | | Other cleaning services | 20,829 | 16,007 | +30.1 | | Property management services | 4,114 | – | N/A | | Total Revenue | 265,203 | 291,852 | -9.1 | Segment Revenue and Results (For the six months ended September 30) | Segment | 2021 Revenue (HK$ '000) | 2020 Revenue (HK$ '000) | 2021 Profit (HK$ '000) | 2020 Profit (HK$ '000) | | :--- | :--- | :--- | :--- | :--- | | Environmental cleaning services | 261,089 | 287,723 | 2,533 | 15,108 | | Property management services | 4,114 | 4,129 | 272 | 1,144 | | Total | 265,203 | 291,852 | 2,805 | 16,252 | - Total segment profit significantly decreased from HK$16,252 thousand in 2020 to HK$2,805 thousand in 2021[26] 4. Other Income For the six months ended September 30, 2021, other income significantly decreased by 81.9% to HK$1.325 million, mainly due to the absence of government anti-epidemic fund and employment support scheme subsidies received in the prior period Other Income (For the six months ended September 30) | Item | 2021 (HK$ '000) | 2020 (HK$ '000) | YoY Change (HK$ '000) | | :--- | :--- | :--- | :--- | | Government Anti-epidemic Fund subsidy | – | 2,331 | -2,331 | | Government Employment Support Scheme subsidy | – | 4,830 | -4,830 | | Disposal of fixed assets | 1,165 | 5 | +1,160 | | Bank interest income | 24 | 64 | -40 | | Miscellaneous income | 136 | 103 | +33 | | Total | 1,325 | 7,333 | -6,008 | - The significant decrease in other income is primarily due to the cancellation of government subsidies[30] 5. Finance Costs For the six months ended September 30, 2021, finance costs decreased by 22.6% to HK$0.934 million, primarily attributable to reduced interest on bank borrowings and lease liabilities Finance Costs (For the six months ended September 30) | Item | 2021 (HK$ '000) | 2020 (HK$ '000) | YoY Change (HK$ '000) | | :--- | :--- | :--- | :--- | | Interest on bank borrowings | 463 | 612 | -149 | | Interest on lease liabilities | 471 | 595 | -124 | | Total | 934 | 1,207 | -273 | 6. Income Tax Expense For the six months ended September 30, 2021, income tax expense decreased by 79.1% to HK$0.572 million, influenced by changes in Hong Kong profits tax and deferred tax, with no income tax in the Cayman Islands and BVI Income Tax Expense (For the six months ended September 30) | Item | 2021 (HK$ '000) | 2020 (HK$ '000) | YoY Change (HK$ '000) | | :--- | :--- | :--- | :--- | | Hong Kong profits tax | 826 | 2,946 | -2,120 | | Deferred tax | (254) | (209) | -45 | | Total | 572 | 2,737 | -2,165 | - No income tax is payable in the Cayman Islands and British Virgin Islands[34] - Hong Kong profits tax is calculated under a two-tiered tax rate system, with 8.25% for the first HK$2 million of assessable profits and 16.5% for the remainder[34] 7. Profit for the Period For the six months ended September 30, 2021, profit for the period was determined after deducting items such as staff costs, auditor's remuneration, and depreciation, with total staff costs decreasing by 6.7% to HK$213 million Profit for the Period Items Deducted/Included (For the six months ended September 30) | Item | 2021 (HK$ '000) | 2020 (HK$ '000) | YoY Change (HK$ '000) | | :--- | :--- | :--- | :--- | | Total staff costs | 212,950 | 228,146 | -15,196 | | Auditor's remuneration | 314 | 294 | +20 | | Depreciation of property, plant and equipment | 522 | 599 | -77 | | Depreciation of right-of-use assets | 3,559 | 3,980 | -421 | | Short-term lease expenses | 137 | 137 | 0 | - Total staff costs (including directors' emoluments) decreased year-on-year, mainly due to a reduction in salaries, wages, and other benefits[33] 8. Earnings/(Loss) Per Share For the six months ended September 30, 2021, basic and diluted earnings per share significantly decreased by 97.7% to HK$0.07 cents from HK$3.02 cents in the prior year, with a constant weighted average number of ordinary shares Earnings/(Loss) Per Share Calculation Data (For the six months ended September 30) | Indicator | 2021 (HK$ '000/shares '000) | 2020 (HK$ '000/shares '000) | | :--- | :--- | :--- | | Profit/(Loss) attributable to ordinary equity holders | 406 | 18,141 | | Weighted average number of ordinary shares in issue for the period | 600,000 | 600,000 | | Basic and diluted earnings/(loss) per share (HK cents) | 0.07 | 3.02 | - There were no potential dilutive ordinary shares outstanding during the period, thus basic and diluted earnings per share are the same[35] 9. Dividends No dividends were proposed for the six months ended September 30, 2021, although a final dividend of HK$1.5 cents per share for the year ended March 31, 2021, totaling HK$9 million, was approved and fully paid by October 2021 - No dividends were proposed for the six months ended September 30, 2021[36] - The final dividend of HK$1.5 cents per share (totaling HK$9 million) for the year ended March 31, 2021, was approved on August 5, 2021, and fully paid by October 2021[36] 10. Property, Plant and Equipment For the six months ended September 30, 2021, the Group acquired approximately HK$6.315 million in property, plant and equipment and generated a net gain of HK$1.165 million from the disposal of motor vehicles Property, Plant and Equipment Changes (For the six months ended September 30) | Item | 2021 (HK$ '000) | 2020 (HK$ '000) | | :--- | :--- | :--- | | Acquisitions of property, plant and equipment | 6,315 | 123 | | Carrying amount of motor vehicles disposed | 37 | 0 | | Cash proceeds from disposal of motor vehicles | 1,202 | 5 | | Net gain on disposal | 1,165 | 5 | 11. Trade Receivables As of September 30, 2021, trade receivables increased to HK$72.612 million, with most balances falling within the 60-day credit period offered by the company Trade Receivables Ageing Analysis (As of September 30) | Ageing | Sep 30, 2021 (HK$ '000) | Mar 31, 2021 (HK$ '000) | | :--- | :--- | :--- | | 0 to 60 days | 66,345 | 51,958 | | 61 to 90 days | 2,891 | 19 | | Over 91 days | 3,376 | 1,211 | | Total | 72,612 | 53,188 | - No impairment loss on trade receivables was recognized for the current period, compared to HK$261 thousand in the prior year[40] 12. Trade Payables As of September 30, 2021, trade payables increased to HK$9.85 million, with an average credit period of 60 days, managed through financial risk policies to ensure timely settlement Trade Payables Ageing Analysis (As of September 30) | Ageing | Sep 30, 2021 (HK$ '000) | Mar 31, 2021 (HK$ '000) | | :--- | :--- | :--- | | 0 to 60 days | 7,888 | 5,097 | | 61 to 90 days | 9 | 6 | | Over 91 days | 1,953 | 1,928 | | Total | 9,850 | 7,031 | - The company offers an average credit period of 60 days and has financial risk management policies to ensure timely settlement[41] 13. Share Capital As of September 30, 2021, the company's authorized share capital remained at HK$100 million (10 billion ordinary shares), with issued and fully paid share capital at HK$6 million (600 million ordinary shares) Share Capital Structure (As of September 30) | Item | Sep 30, 2021 (shares '000/HK$ '000) | Mar 31, 2021 (shares '000/HK$ '000) | | :--- | :--- | :--- | | Authorized number of ordinary shares | 10,000,000 | 10,000,000 | | Authorized share capital | 100,000 | 100,000 | | Issued and fully paid number of ordinary shares | 600,000 | 600,000 | | Issued and fully paid share capital | 6,000 | 6,000 | 14. Related Party Transactions During the period, the Group engaged in related party transactions for lease payments and consultancy fees with directors and their associates, with key management personnel compensation also increasing Related Party Transactions (For the six months ended September 30) | Related Party | Nature of Transaction | 2021 (HK$ '000) | 2020 (HK$ '000) | | :--- | :--- | :--- | :--- | | Mr. Wong Chong Shing | Lease payments | 212 | 202 | | Mr. Lo Wing Keung | Consultancy fees | 60 | 180 | Key Management Personnel Remuneration (For the six months ended September 30) | Item | 2021 (HK$ '000) | 2020 (HK$ '000) | | :--- | :--- | :--- | | Short-term benefits | 3,309 | 2,578 | - Mr. Wong Chong Shing is a director and controlling shareholder of the company, and Mr. Lo Wing Keung is a director of a subsidiary[44][45] Management Discussion and Analysis This section provides an overview of the Group's operational performance, financial position, and future outlook Business Review During the reporting period, the Group's revenue slightly decreased due to the completion of two street cleaning contracts, yet it successfully secured new bus and ferry cleaning contracts, renewed street cleaning contracts, and expanded private sector cleaning services - Revenue decrease primarily due to the completion of Sham Shui Po (East) and Sham Shui Po (West) street cleaning service contracts, reducing revenue by approximately HK$31.137 million[47] - Successfully secured two bus and ferry cleaning solutions service contracts (January and April 2021)[47] - Renewed the Tsuen Wan (West) street cleaning service contract (effective May 2021)[47] - Provided related handling services to Hong Kong public crematoria since May 2021[47] - Increased other cleaning solutions provided to private organizations[47] Cleaning Solutions Services Cleaning solutions remain the Group's core business with over 30 years of experience, securing new government contracts despite a subsidiary's bidding suspension, affirming service quality and future growth - Cleaning solutions services are the Group's main business, with over 30 years of experience[48] - Services cover street, building, bus and ferry cleaning, waste disposal, external wall and window cleaning, confined space cleaning, and pest control[48] - Through another subsidiary, successfully obtained two Food and Environmental Hygiene Department service contracts, despite the main subsidiary being suspended from bidding[48] - Awarded seven large government service contracts, effective for 3 years from October 2021, reflecting recognition of service quality[48] Property Management Services Property management services, while currently a limited revenue contributor, provide a stable income stream and are expected to generate synergies with existing cleaning services, becoming a key future revenue source - Property management services contribute limited revenue but provide a stable income source[49] - Property management services are believed to have synergies with cleaning solutions services and may become a major revenue source in the future[49] Prospects The company is confident in the environmental cleaning sector's prospects, with recent large government contracts expected to strengthen its business and financial position, aiming for market expansion and shareholder value maximization - Confident in the prospects of the environmental cleaning service industry[50] - The seven large government service contracts awarded in Q4 2021 will strengthen business and financial position[50] - Will continue to build closer relationships with government departments and private clients, seeking potential projects and expanding customer base[50] - Will implement strict internal controls to enhance operational efficiency and financial position, maximizing shareholder returns[50] Financial Review During the reporting period, the Group experienced significant declines in revenue, gross profit, other income, and net profit, primarily due to contract completions and the cessation of government subsidies - Revenue decreased by 9.1% year-on-year to HK$265 million, mainly due to the completion of two street cleaning service contracts[52] - Gross profit decreased by 39.6% year-on-year to HK$22.903 million, with gross profit margin falling by 4.4 percentage points to 8.6%, primarily due to increased long service payments[53] - Other income decreased by 81.9% year-on-year to HK$1.325 million, mainly due to the cessation of government Anti-epidemic Fund and Employment Support Scheme subsidies[54] - Administrative expenses decreased by 3.6% year-on-year to HK$22.316 million, mainly due to reduced staff welfare and insurance expenses[55] - Finance costs decreased by 22.6% year-on-year to HK$0.934 million, mainly due to reduced interest on bank borrowings and finance leases[56] - Net profit significantly decreased by 97.8% year-on-year to HK$0.406 million[57] Dividends The Board did not recommend a dividend for the six months ended September 30, 2021, though a final dividend for the year ended March 31, 2021, was approved and fully paid in October 2021 - The Board did not recommend a dividend for the six months ended September 30, 2021[59] - The final dividend of HK$1.5 cents per share for the year ended March 31, 2021, was approved on August 5, 2021, and fully paid on October 20, 2021[59] Liquidity, Financial Resources and Capital Structure The Group maintains a sound financial position, primarily funded by operating income and bank borrowings, with a healthy current ratio of 1.88 despite a decrease in cash and an increase in bank borrowings - The Group maintains a sound financial position, with operations primarily funded by operating activities income and bank borrowings[60] Liquidity Indicators (As of September 30) | Indicator | Sep 30, 2021 (HK$ '000) | Mar 31, 2021 (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and bank balances | 29,427 | 70,545 | -58.3 | | Total current assets | 175,508 | 170,783 | +2.8 | | Total current liabilities | 93,206 | 80,223 | +16.2 | | Current ratio | 1.88 times | 2.13 times | -11.7 | | Bank borrowings | 24,710 | 17,303 | +42.8 | | Lease liabilities | 16,956 | 20,159 | -15.9 | | Gearing ratio | 24.2% | 17.0% | +7.2 pp | - Secured bank borrowings bear interest at floating rates (2.39% to 3.66%), and lease liabilities bear interest at fixed annual rates (1.98% to 3.42%); all borrowings are denominated in HKD and repayable within five years[61] - The company possesses sufficient liquidity to meet its operational and capital requirements[62] Contingent Liabilities The Group utilizes bank credit facilities, including guarantees, to support service contract financial commitments, with directors deeming potential liabilities from personal injury claims immaterial due to adequate insurance coverage - The Group uses bank credit facilities (e.g., bank guarantees) to support financial commitments for service contracts[64] Contingent Liabilities Related Data (As of September 30) | Item | Sep 30, 2021 (HK$ '000) | Mar 31, 2021 (HK$ '000) | | :--- | :--- | :--- | | Pledged deposits | 54,197 | 33,125 | - Directors believe that potential liabilities arising from personal injury claims are not material and are adequately covered by insurance policies[65] Capital Commitments As of September 30, 2021, the Group had no capital commitments, consistent with the position as of March 31, 2021 - As of September 30, 2021, the Group had no capital commitments[66] Exchange Rate Fluctuation Risk With all operations and financial instruments denominated in HKD, the Group's directors consider foreign exchange risk minimal and did not use derivative instruments for hedging during the period - The Group's business operations are conducted in Hong Kong, with transactions, monetary assets, and liabilities all denominated in Hong Kong Dollars[67] - No derivative instruments or financial tools were used to hedge foreign exchange risk during the reporting period[67] - Directors consider the impact of foreign exchange risk to be minimal[67] Material Investments, Acquisitions and Disposals During the reporting period, the Group did not undertake any material investments, acquisitions, or disposals - The Group had no material investments, acquisitions, or disposals during the reporting period[68] Future Plans for Material Investments and Capital Assets Beyond the disclosures in this interim report, the Group currently has no other future plans for material investments and capital assets - Apart from what has been disclosed, the Group currently has no other future plans for material investments and capital assets[69] Charges on the Group's Assets As of September 30, 2021, the Group's total interest-bearing debt was HK$41.666 million, with general banking facilities of HK$259.173 million secured by company guarantees and subsidiary assets Charges on Assets Related Data (As of September 30) | Item | Sep 30, 2021 (HK$ '000) | Mar 31, 2021 (HK$ '000) | | :--- | :--- | :--- | | Total interest-bearing debts | 41,666 | 37,462 | | General banking facilities | 259,173 | 173,800 | | Outstanding balance of secured bank borrowings | 24,710 | 16,040 | | Utilized performance bonds | 46,689 | 45,084 | | Lease liabilities | 16,956 | 20,159 | - General banking facilities are secured by a company guarantee and certain cash deposits and trade receivables of a subsidiary[71] - Lease liabilities are secured by a charge over the leased assets by the lessor and a company guarantee[72] Employees and Remuneration Policy As of September 30, 2021, the Group's employee count significantly decreased to 2,535, with total staff costs reducing to HK$213 million, and remuneration policies based on qualifications, position, and seniority Employees and Remuneration Data (As of September 30) | Indicator | Sep 30, 2021 | Mar 31, 2021 | | :--- | :--- | :--- | | Number of employees | 2,535 | 5,187 | Total Staff Costs (For the six months ended September 30) | Indicator | 2021 (HK$ '000) | 2020 (HK$ '000) | | :--- | :--- | :--- | | Total staff costs | 212,950 | 228,146 | - Remuneration policy is based on qualifications, position, and seniority, offering discretionary bonuses, retirement benefits, training subsidies, and a share option scheme[73] - An annual appraisal system is used to assess employee performance, serving as a basis for salary increments and promotions[73] Disclosure of Interests As of September 30, 2021, directors and substantial shareholders, including Messrs. Wong Chong Shing, Wong Man Shing, and Wong Chi Ho, collectively held 61.50% of the company's shares through controlled corporations and acting-in-concert agreements - Mr. Wong Chong Shing, Mr. Wong Man Shing, and Mr. Wong Chi Ho are deemed to collectively hold 61.50% of the company's shares through an acting-in-concert deed[75][78] - Mr. Wong Chong Shing holds 175,500,000 shares (29.25%) through Man Shing Global Limited[78][81] - Mr. Wong Man Shing holds 175,500,000 shares (29.25%) through Lik Hang Investment Limited[78][81] - Mr. Wong Chi Ho holds 18,000,000 shares (3.00%) through Chun Shing Investment Limited[78][81] - Ms. Wong Lai Man (spouse of Mr. Wong Man Shing) and Ms. Wan Wing Ting (spouse of Mr. Wong Chi Ho) are deemed to hold 369,000,000 shares (61.50%) due to spousal interests[79][81] Competition and Conflicts of Interest Directors confirm that as of the report date, no controlling shareholders, directors, or their close associates held interests in any business competing with the Group, and no other conflicts of interest existed - Directors confirm that controlling shareholders, directors, and their close associates do not hold interests in any business competing with the Group's business[82] - There are no other conflicts of interest[82] Changes in Directors' Information The company is unaware of any changes in directors' information since the 2021 annual report date that require disclosure under GEM Listing Rule 17.50A(1) - The company is unaware of any changes in directors' information since the 2021 annual report date that require disclosure[83] Purchase, Sale or Redemption of the Company's 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 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the reporting period[84] Compliance with the Corporate Governance Code The company has adopted and complies with the principles and applicable code provisions of the Corporate Governance Code in Appendix 15 of the GEM Listing Rules, aiming to maintain high governance standards and protect shareholder interests - The company has adopted and complies with the Corporate Governance Code as set out in Appendix 15 of the GEM Listing Rules[85] - Committed to maintaining high standards of corporate governance practices, enhancing transparency, and safeguarding shareholders' interests[85] Code of Conduct for Directors' Securities Transactions The company has adopted GEM Listing Rules 5.48 to 5.67 as the code of conduct for directors' securities transactions, with all directors confirming full compliance during the reporting period - The company has adopted GEM Listing Rules 5.48 to 5.67 as the code of conduct for directors' securities transactions[86] - All directors confirm full compliance with the code of conduct during the reporting period and up to the report date[86] Share Option Scheme The company's share option scheme, adopted on March 20, 2017, aims to attract, retain, and incentivize participants for future growth, with no options granted as of September 30, 2021 - The share option scheme was adopted on March 20, 2017, aiming to attract, retain, and incentivize talented participants to promote the Group's future development[87] - Eligible participants include employees, executives, non-executive directors, consultants, etc[87] - As of September 30, 2021, no share options were granted under the scheme[88] Sufficiency of Public Float Directors confirm that as of the report date, the company's issued shares maintain a sufficient public float, complying with the GEM Listing Rules' minimum 25% public float requirement - Directors confirm that the company's issued shares have a sufficient public float[90] - Complies with the minimum 25% public float requirement under the GEM Listing Rules[90] Audit Committee The Audit Committee, comprising three independent non-executive directors with Mr. Au Yeung Tin Wah as chairman, assists the Board in overseeing financial reporting, internal controls, and audit adequacy, having reviewed the interim financial statements - The Audit Committee consists of three independent non-executive directors, with Mr. Au Yeung Tin Wah as Chairman[91] - Committee responsibilities include monitoring financial reporting processes, assessing the effectiveness of internal controls, and reviewing audit adequacy[91] - The unaudited condensed consolidated financial statements for the period have been reviewed by the Audit Committee and are deemed to comply with applicable accounting principles and GEM Listing Rules[91] By Order of the Board This report is signed by Mr. Wong Chong Shing, Chairman and Executive Director, on November 11, 2021, with the Board comprising three executive and three independent non-executive directors - The report was signed by Mr. Wong Chong Shing, Chairman and Executive Director, on November 11, 2021[92] - The Board of Directors includes Mr. Wong Chong Shing, Mr. Wong Man Shing, Mr. Wong Chi Ho (Executive Directors) and Mr. Li Pak Chung, Mr. Au Yeung Tin Wah, Mr. Chiu Ka Wai (Independent Non-Executive Directors)[92]