港湾数字(00913) - 2024 - 中期财报

Corporate Information This section details the company's board composition, key corporate entities, and contact information Board of Directors The company's board comprises one executive, one non-executive (Chairman), and three independent non-executive directors, with independent non-executive directors chairing all key committees - The Board includes 1 executive director (Ms. Shen Jielan), 1 non-executive director (Ms. Ye Ying, also Chairman), and 3 independent non-executive directors (Mr. Hong Zuxing, Ms. Zhong Huizhen, Mr. Yu Dazhi)[2] - The Audit Committee is chaired by Mr. Yu Dazhi, while the Remuneration and Nomination Committees are both chaired by Mr. Hong Zuxing[2] Key Corporate Entities This report lists the company's investment manager, auditor, registered office, principal place of business in Hong Kong, and share registrar, along with its stock code and official website - The investment manager is Evergrande Securities (Hong Kong) Limited[3] - The auditor is Kaiyuan Xin De Certified Public Accountants Limited[3] - The company's stock code is 913, and its official website is provided[3] Condensed Consolidated Statement of Comprehensive Income This statement presents the company's financial performance, including revenue, expenses, and net loss for the period Financial Performance Overview For the six months ended June 30, 2024, the company reported a net loss of HK$45.9 million, an increase from HK$33.3 million in the prior year, primarily due to fair value losses on listed equity instruments at fair value through profit or loss Key Data from Condensed Consolidated Statement of Comprehensive Income | Metric | June 30, 2024 (HK$'000) | June 30, 2023 (HK$'000) | | :--- | :--- | :--- | | Gross proceeds from disposal of trading securities | 1,466 | 5,650 | | Gain/(loss) on disposal of FVPL listed equity investments | 34 | (165) | | Revenue | 600 | 840 | | Other income | 2 | – | | Fair value changes of FVPL listed equity instruments | (43,438) | (30,187) | | Other operating expenses | (3,120) | (3,822) | | Loss before tax | (45,922) | (33,334) | | Income tax | – | – | | Loss and total comprehensive loss for the period | (45,922) | (33,334) | | Loss per share (basic and diluted) | HK(16.09 cents) | HK(11.85 cents) | - The net loss for the period was primarily attributable to fair value losses on listed equity instruments at fair value through profit or loss of approximately HK$43.4 million, an increase from HK$30.2 million in the prior year[6][7] Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the company's assets, liabilities, and equity at a specific point in time Financial Position Overview As at June 30, 2024, the company's total assets and net assets decreased, mainly due to a reduction in the value of equity investments at fair value through profit or loss, leading to a corresponding decrease in net current assets and total equity Key Data from Condensed Consolidated Statement of Financial Position | Metric | June 30, 2024 (HK$'000) | December 31, 2023 (HK$'000) | | :--- | :--- | :--- | | Non-current assets | | | | Debt investments at amortised cost | 18,759 | 18,159 | | Current assets | | | | Equity investments at fair value through profit or loss | 70,909 | 112,441 | | Bank balances and cash | 3,946 | 1,978 | | Total current assets | 110,666 | 152,986 | | Current liabilities | | | | Other payables and accrued charges | 460 | 840 | | Total current liabilities | 460 | 841 | | Net current assets | 110,206 | 152,145 | | Net assets | 128,965 | 170,304 | | Total equity | 128,965 | 170,304 | - As at June 30, 2024, equity investments at fair value through profit or loss decreased from HK$112.4 million as at December 31, 2023, to HK$70.9 million, a reduction of approximately 36.9%[8] - Total equity decreased from HK$170.3 million as at December 31, 2023, to HK$129.0 million, a reduction of approximately 24.3%[8] Condensed Consolidated Statement of Changes in Equity This statement outlines the changes in the company's equity components over the reporting period Equity Movements For the six months ended June 30, 2024, the company's total equity changed due to the loss for the period, as well as the exercise and lapse of share options, resulting in a total equity of HK$128.965 million at period-end Overview of Equity Movements | Metric | January 1, 2024 (HK$'000) | Loss and total comprehensive loss for the period (HK$'000) | Shares issued on exercise of share options (HK$'000) | Lapse of share options (HK$'000) | June 30, 2024 (HK$'000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Share capital | 281 | – | 15 | – | 296 | | Share premium | 1,065,814 | – | 6,601 | – | 1,072,415 | | Contributed surplus | 186,046 | – | – | – | 186,046 | | Share option reserve | 14,314 | – | (2,033) | (2,299) | 9,982 | | Accumulated losses | (1,096,151) | (45,922) | – | 2,299 | (1,139,774) | | Total reserves | 170,023 | (45,922) | 4,568 | – | 128,669 | | Total | 170,304 | (45,922) | 4,583 | – | 128,965 | - The loss for the period led to an increase in accumulated losses of HK$45.922 million[10] - Share capital increased by HK$15 thousand and share premium increased by HK$6.601 million due to the issuance of shares upon the exercise of share options[10] Condensed Consolidated Statement of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities Cash Flow Overview For the six months ended June 30, 2024, the company experienced a reduced net cash outflow from operating activities and a net cash inflow from financing activities, resulting in a significant increase in cash and cash equivalents at period-end Key Data from Condensed Consolidated Statement of Cash Flows | Metric | June 30, 2024 (HK$'000) | June 30, 2023 (HK$'000) | | :--- | :--- | :--- | | Net cash used in operating activities | (2,615) | (6,586) | | Net cash from financing activities | 4,583 | – | | Net increase/(decrease) in cash and cash equivalents | 1,968 | (6,586) | | Cash and cash equivalents at beginning of period | 1,978 | 7,424 | | Cash and cash equivalents at end of period | 3,946 | 838 | - Net cash used in operating activities decreased from HK$6.586 million in the prior year to HK$2.615 million for the current period[13] - Financing activities generated a net cash inflow of HK$4.583 million, compared to zero in the prior year[14] Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements 1. BASIS OF PREPARATION The interim financial statements are prepared in accordance with Appendix 16 of the Hong Kong Listing Rules and Hong Kong Accounting Standard 34 "Interim Financial Reporting," maintaining consistency with the 2023 annual financial statements' accounting policies and calculation methods - The interim financial statements are prepared in accordance with Appendix 16 of the Hong Kong Listing Rules and Hong Kong Accounting Standard 34 "Interim Financial Reporting"[15] - Accounting policies and calculation methods are consistent with the 2023 annual financial statements, and new or revised HKFRSs have not resulted in significant changes[15] 2. REVENUE AND OTHER INCOME The company primarily engages in investing in listed and unlisted securities, with revenue for the period mainly derived from interest income on debt investments at amortised cost, while dividend income was zero - The Group's principal business is investing in listed and unlisted securities[17] Revenue and Other Income | Revenue Source | June 30, 2024 (HK$'000) | June 30, 2023 (HK$'000) | | :--- | :--- | :--- | | Interest income from debt investments at amortised cost | 600 | 597 | | Dividend income from listed equity investments at FVPL | - | 243 | | Total Revenue | 600 | 840 | | Interest income from amounts due from brokers | 2 | – | | Total Other Income | 2 | – | 3. SEGMENT INFORMATION The company operates in a single business segment, which is the investment in listed and unlisted securities, and no geographical information is presented as over 90% of revenue and non-current assets are primarily derived from Hong Kong - The Group has only one business segment: investment in listed and unlisted securities[18] - Over 90% of revenue and non-current assets are primarily derived from Hong Kong, thus no geographical information is presented[18] 4. LOSS BEFORE TAX The loss before tax for the period was HK$45.922 million, primarily influenced by unrealized losses on listed equity investments, while staff costs and operating lease expenses remained stable Components of Loss Before Tax | Metric | June 30, 2024 (HK$'000) | June 30, 2023 (HK$'000) | | :--- | :--- | :--- | | Staff costs (including directors' emoluments) | 871 | 868 | | Operating lease expenses (land and buildings) | 94 | 85 | | Realised (gain)/loss on disposal of listed equity investments | (34) | 165 | | Unrealised loss on listed equity investments | 43,438 | 30,187 | - Unrealised losses increased from HK$30.187 million in the prior year to HK$43.438 million in the current period, being the primary reason for the expanded loss before tax[20] 5. INCOME TAX The company did not generate any assessable profits during the current period or the prior corresponding period, resulting in zero income tax - The Group did not generate any assessable profits during the current period and for the six months ended June 30, 2023, resulting in zero income tax[21] 6. LOSS PER SHARE Basic and diluted loss per share for the period was HK16.09 cents, an increase from HK11.85 cents in the prior year, primarily based on the increased loss for the period and the weighted average number of ordinary shares outstanding Loss Per Share | Metric | June 30, 2024 | June 30, 2023 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$'000) | 45,922 | 33,334 | | Weighted average number of ordinary shares outstanding | 285,324,537 | 281,181,680 | | Basic and diluted loss per share | HK(16.09 cents) | HK(11.85 cents) | - Share options had an anti-dilutive effect for the six months ended June 30, 2024[21] 7. DEBT INVESTMENT AT AMORTISED COST As at June 30, 2024, debt investments at amortised cost totaled HK$18.759 million, primarily comprising an investment in unsecured unlisted bonds issued by AMCO, with credit loss allowance remaining unchanged Debt Investments at Amortised Cost | Metric | June 30, 2024 (HK$'000) | December 31, 2023 (HK$'000) | | :--- | :--- | :--- | | Unlisted debt investments | 20,000 | 20,000 | | Interest receivable | 1,524 | 924 | | Less: Credit loss allowance | (2,765) | (2,765) | | Total | 18,759 | 18,159 | - The unlisted debt investment consists of unsecured bonds with a principal of HK$20 million issued by AMCO, bearing an annual interest rate of 6% and maturing in 8 years[22] - The credit loss allowance remained at HK$2.765 million at period-end, with no new net impairment losses recognized during the period[23] 8. EQUITY INVESTMENTS AT FVPL As at June 30, 2024, total equity investments at fair value through profit or loss amounted to HK$70.909 million, a significant decrease from the end of 2023, with a net fair value loss of approximately HK$43.438 million recognized during the period, but a net gain of approximately HK$34 thousand realized on disposal Overview of FVPL Equity Investments | Metric | June 30, 2024 (HK$'000) | December 31, 2023 (HK$'000) | | :--- | :--- | :--- | | Hong Kong listed equity investments | 70,909 | 112,441 | - A net fair value loss of approximately HK$43.438 million was recognized during the period, while a net gain of approximately HK$34 thousand was recognized on the disposal of listed equity investments[24] Major Listed Equity Investments (As at June 30, 2024) | Company Name | Stock Code | Fair Value/Market Value (HK$'000) | Approximate % of Investment Portfolio | Approximate % of Total Assets | Unrealised Gain/(Loss) (HK$'000) | | :--- | :--- | :--- | :--- | :--- | :--- | | CMMB Vision Holdings Limited | 205 | 6,874 | 7.7% | 5.3% | (7,597) | | China Integrated Holdings Limited | 1027 | 7,390 | 8.2% | 5.7% | (11,676) | | Well Long Holdings Limited | 8021 | 15,262 | 17.0% | 11.8% | (10,406) | | Asia Allied Infrastructure Holdings Limited | 8413 | 7,167 | 8.0% | 5.5% | 2,027 | 9. DUE FROM SECURITIES BROKERS Amounts due from securities brokers represent deposits held with brokers for trading listed investments, which are repayable on demand and interest-free - Amounts due from securities brokers are deposits held with securities brokers for trading listed investments[30][33] - These amounts are repayable on demand and are interest-free[30][33] 10. DUE TO SECURITIES BROKERS Amounts due to securities brokers represent margin loans incurred for trading listed investments, repayable on demand, and the directors consider that an aging analysis provides no additional value given the nature of the business - Amounts due to securities brokers represent margin loans incurred for trading listed investments, repayable on demand[31][33] - The directors consider that an aging analysis provides no additional value given the nature of the Group's business, and thus it is not disclosed[31][33] 11. SHARE CAPITAL As at June 30, 2024, the company's issued and fully paid share capital increased due to the exercise of share options, bringing the total number of ordinary shares to 295,682 thousand Share Capital Movements | Metric | Number of Ordinary Shares ('000) | Par Value (HK$'000) | | :--- | :--- | :--- | | Issued and fully paid as at January 1, 2024 | 281,182 | 281 | | Shares issued on exercise of share options | 14,500 | 15 | | Issued and fully paid as at June 30, 2024 | 295,682 | 296 | - The authorized share capital is 2,000,000 thousand shares with a par value of HK$2,000 thousand[29][34] 12. SHARE OPTION SCHEME The company's existing share option scheme expired on April 30, 2023, with no new share options granted during the current period; as at June 30, 2024, 24,750,000 share options remained unexercised - The existing share option scheme was adopted on April 30, 2013, and expired on April 30, 2023, with no new scheme adopted as of the report date[35][38] - The share option scheme aims to reward participants for their contributions to the Group and encourage them to enhance company value[35][38] Share Option Movements (As at June 30, 2024) | Category | Held as at January 1, 2024 ('000) | Exercised during the period ('000) | Cancelled/Lapsed during the period ('000) | Held as at June 30, 2024 ('000) | | :--- | :--- | :--- | :--- | :--- | | Directors | 750 | (750) | – | – | | Employees (total) | 49,000 | (13,750) | (10,500) | 24,750 | | Total | 49,750 | (14,500) | (10,500) | 24,750 | 13. CHARGE OF ASSETS AND MARGIN FACILITIES As at June 30, 2024, the company had margin facilities from several regulated securities brokers, secured by the Group's equity instruments and investments held for trading, but these facilities were not utilized during the period - As at June 30, 2024, the company had margin facilities from several regulated securities brokers, secured by the Group's equity instruments and investments held for trading[47][49] - The Group did not utilize these margin facilities during the period[47][49] 14. CONTINGENT LIABILITIES The company has provided corporate guarantees for a securities trading account opened by one of its subsidiaries with a broker, which remained unutilized as at June 30, 2024, and the directors believe the likelihood of a claim is remote - The company has provided corporate guarantees for a securities trading account opened by one of its subsidiaries with a broker[48][49] - As at June 30, 2024, this guarantee remained unutilized[48][49] - The directors believe that the likelihood of the company being subject to any claim under the guarantee is remote[48][49] 15. RELATED PARTY TRANSACTIONS During the period, the company engaged in related party transactions involving investment management fee payments and disclosed key management personnel compensation, including short-term and post-employment benefits Related Party Transactions | Transaction Type | June 30, 2024 (HK$'000) | June 30, 2023 (HK$'000) | | :--- | :--- | :--- | | Investment management fees paid (Evergrande Securities (Hong Kong) Limited) | 300 | 300 | Key Management Personnel Compensation | Compensation Type | June 30, 2024 (HK$'000) | June 30, 2023 (HK$'000) | | :--- | :--- | :--- | | Short-term benefits | 600 | 600 | | Post-employment benefits | 9 | 9 | | Total | 609 | 609 | Management Discussion and Analysis This section provides an overview and analysis of the company's financial performance, business operations, and future outlook INTERIM DIVIDEND The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2024, consistent with the prior corresponding period - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2024 (2023 corresponding period: nil)[53] RESULTS During the period, the company recorded a net loss of approximately HK$45.9 million, an increase from the prior year's loss, primarily due to fair value losses on listed equity instruments - The Group recorded a net loss of approximately HK$45.9 million, compared to approximately HK$33.3 million in the prior year[53] - The loss was primarily attributable to fair value losses on listed equity instruments at fair value through profit or loss of approximately HK$43.4 million (2023 corresponding period: HK$30.2 million)[53] - Basic and diluted loss per share was HK16.09 cents, compared to HK11.85 cents in the 2023 corresponding period[53] BUSINESS REVIEW As an investment company, the company primarily invests in listed and unlisted securities in Hong Kong and other major global stock markets to achieve medium to long-term capital appreciation, maintaining a diversified investment portfolio while exercising caution in identifying opportunities amidst market deterioration - The company primarily invests in listed and unlisted securities in Hong Kong and other major global stock markets to achieve medium to long-term capital appreciation[53] - During the period, listed equity investments recorded a net realized gain of approximately HK$34 thousand (2023: loss of HK$0.2 million) and an unrealized loss of approximately HK$43.4 million (2023: HK$30.2 million)[53] - The Board will maintain a diversified investment portfolio covering a wide range of industries including financial, consumer goods, consumer services, media, and manufacturing[54][57] Significant Investments The company's primary investment portfolio includes listed shares of 34 companies and one direct unlisted debt investment, accounting for approximately 55.0% and 14.5% of consolidated net assets, respectively, with detailed business overviews and performance provided for major investments such as AMCO, CMMB Vision, China Integrated, Well Long Holdings, and Asia Allied Infrastructure - As at June 30, 2024, the investment portfolio primarily included HK$70.9 million in listed shares of 34 companies and HK$18.8 million in 1 direct unlisted debt investment[54][57] - The unlisted debt investment is in bonds issued by AMCO, which primarily engages in medical equipment, plastic molds, money lending, and securities investment businesses, and the company believes it has sufficient working capital[55][58] - Major listed equity investments include CMMB Vision (unrealized loss of approximately HK$7.6 million), China Integrated (unrealized loss of approximately HK$11.8 million), Well Long Holdings (unrealized loss of approximately HK$10.4 million), and Asia Allied Infrastructure (unrealized gain of approximately HK$2.0 million)[59][60][62][63] Segment Information_MD&A There were no significant changes in the company's investment segment, primarily comprising investments in listed and unlisted securities, during the current period - During the period, there were no significant changes in the Group's investment segment, primarily comprising investments in listed and unlisted securities[65][68] Performance of the Group's Listed Securities During the period, listed securities recorded a net loss of approximately HK$43.4 million, primarily driven by unrealized losses, despite a small amount of realized gains - During the period, listed securities recorded a net loss of approximately HK$43.4 million, comprising a net realized gain of approximately HK$34 thousand and a net unrealized loss of approximately HK$43.4 million[66][69] Major Unrealised Gain Stocks (As at June 30, 2024) | Company Name | Stock Code | Unrealised Gain (HK$ million) | | :--- | :--- | :--- | | Asia Allied Infrastructure Holdings Limited | 8413 | 2.0 | Major Unrealised Loss Stocks (As at June 30, 2024) | Company Name | Stock Code | Unrealised Loss (HK$ million) | | :--- | :--- | :--- | | China Integrated Holdings Limited | 1027 | 11.7 | | Well Long Holdings Limited | 8021 | 10.4 | | CMMB Vision Holdings Limited | 205 | 7.8 | | Milan Station Holdings Limited | 1150 | 3.5 | | Juntai Holdings Limited | 630 | 3.1 | | Tai Kam Holdings Limited | 8321 | 2.6 | PROSPECTS In the first half of 2024, global investment markets were dominated by expectations of declining USD exchange rates, with both the Dow Jones and Hang Seng indices rising; however, the US economic outlook may be less optimistic, while China's economy outperformed, leading the company to continue focusing on China and Hong Kong market investments with a conservative approach amidst global risks and opportunities - In the first half of 2024, the Dow Jones Industrial Average rose 3.8% to 39,118 points, and the Hang Seng Index rose 3.9% to 17,718 points[73] - The US economy is expected to experience a moderate slowdown, with cooling labor market momentum, cautious consumers, and a frozen housing market[73] - China's economy outperformed the US, with rapid growth in high-end manufacturing, an unexpected rise in retail sales, improving exports, and policymakers focusing on preventing further slowdowns in the property sector[74][75] - The company will continue to focus on investments in the China and Hong Kong markets and adopt a conservative investment approach to navigate global uncertainties such as the war in Ukraine, the Israel-Gaza conflict, and the potential appreciation of the Japanese Yen[76][77] Future Plans for Material Investments or Capital Assets and Their Expected of Funding in Twelve Months As of the date of this interim report, the company has no specific plans for material investments or capital assets - As at June 30, 2024, and up to the date of this interim report, the company has no specific plans for material investments or capital assets[76][77] FINANCIAL REVIEW The company maintains robust liquidity, with its asset portfolio primarily funded by internal cash resources; as at June 30, 2024, net current assets and net asset value per share decreased, but the gearing ratio remained low, indicating sufficient working capital Liquidity and Capital Structure | Metric | June 30, 2024 (HK$ million) | December 31, 2023 (HK$ million) | | :--- | :--- | :--- | | Net current assets | 110.2 | 152.1 | | Cash and bank balances | 3.9 | 2.0 | | Unaudited consolidated net asset value per share | 0.436 | 0.606 | | Gearing ratio | 0.4% | 0.5% | - The total number of issued ordinary shares increased to 295,681,680 shares due to the issuance and allotment of 14,500,000 ordinary shares upon the exercise of share options during the period[78] - The company believes its liquidity is robust, with no currency or interest rate risks associated with its debts and commitments[78] Charge of Assets and Margin Facilities_MD&A As at June 30, 2024, the company had margin facilities from several regulated securities brokers, secured by the Group's equity instruments and investments held for trading, but these facilities were not utilized during the period - As at June 30, 2024, the company had margin facilities from several regulated securities brokers, secured by the Group's equity instruments and investments held for trading[79][84] - The Group did not utilize these margin facilities during the period[79][84] Capital Commitments As at June 30, 2024, the company had no significant capital commitments - As at June 30, 2024, the Group had no significant capital commitments[80][85] Contingent Liabilities_MD&A The company has provided corporate guarantees for a securities trading account opened by one of its subsidiaries with a broker, which remained unutilized as at June 30, 2024, and the directors believe the likelihood of a claim is remote - The company has provided corporate guarantees for a securities trading account opened by one of its subsidiaries with a broker, which remained unutilized as at June 30, 2024[81][86] - The directors believe that the likelihood of the company being subject to any claim under the guarantee is remote[81][86] Foreign Exchange Exposure As at June 30, 2024, the majority of the company's investments were denominated in Hong Kong Dollars, and the Board considered the foreign exchange risk to be insignificant, thus no hedging was undertaken - As at June 30, 2024, the majority of the Group's investments were denominated in Hong Kong Dollars[82][87] - The Board considered the foreign exchange risk to be insignificant and therefore did not use financial instruments to hedge against such risks[82][87] Other Information This section covers additional disclosures including subsidiaries, directors' and substantial shareholders' interests, corporate governance, and remuneration policies SUBSIDIARIES During the current period, the company had no significant acquisitions or disposals of subsidiaries - During the current period, the company had no significant acquisitions or disposals of subsidiaries[83][88] DIRECTORS' AND CHIEF EXECUTIVES' INTEREST AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY As at June 30, 2024, no directors or chief executives held disclosable interests or short positions in the company's shares, underlying shares, or debentures, except for Ms. Zhong Huizhen, who held 750,000 shares - As at June 30, 2024, no directors or chief executives held disclosable interests or short positions in the company's shares, underlying shares, or debentures, except for Ms. Zhong Huizhen, who held 750,000 shares of the company[83] INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS DISCLOSEABLE UNDER THE SFO As at June 30, 2024, no person held interests or short positions in the company's shares or underlying shares that were required to be disclosed under Sections 2 and 3 of Part XV of the Securities and Futures Ordinance - As at June 30, 2024, no person held interests or short positions in the company's shares or underlying shares that were required to be disclosed under Sections 2 and 3 of Part XV of the Securities and Futures Ordinance[89][94] DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURES OF THE COMPANY Except for disclosures related to the share option scheme, neither the company nor its subsidiaries participated in any arrangements during the period that would enable directors to benefit from acquiring company shares or debt securities - Except for disclosures related to the share option scheme, neither the company nor any of its subsidiaries participated in any arrangements during the period that would enable directors to benefit from acquiring company shares or debt securities[90][95] - No director, their spouse, or children under 18 years of age had or exercised any such rights to subscribe for company shares or debt securities[90][95] DIRECTORS' SECURITIES TRANSACTIONS The company has adopted the Model Code set out in Appendix C3 of the Listing Rules, and all directors confirmed their compliance with the code throughout the period - The company has adopted the Model Code set out in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions[91][96] - All directors confirmed their compliance with the required standards set out in the Model Code throughout the period[91][96] SHARE OPTION SCHEME_Other Details of the company's share option scheme, adopted on April 30, 2013, and expired on April 30, 2023, are disclosed in Note 12 to the condensed consolidated financial statements - Details of the company's share option scheme, adopted on April 30, 2013, and expired on April 30, 2023, are disclosed in Note 12 to the condensed consolidated financial statements[92][97] PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SHARES During the current period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the current period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[93][98] CORPORATE GOVERNANCE The company has complied with the Corporate Governance Code throughout the period, except for Code Provision C.2.1 (separation of Chairman and Chief Executive roles), as no Chief Executive has been appointed since August 1, 2016 - The company has complied with the Corporate Governance Code as set out in Appendix C1 of the Listing Rules throughout the period, except for Code Provision C.2.1[99][103] - The company has not appointed a Chief Executive since August 1, 2016, and all significant Board decisions are made at meetings, with each director having the right to propose and participate in decision-making[99][103] EMPLOYEE AND REMUNERATION POLICIES As at June 30, 2024, the Group had 16 employees (including directors), whose remuneration is based on performance, experience, and market standards, with benefits including medical insurance, MPF retirement benefit schemes, and share option schemes, and no significant changes to remuneration policies during the period - As at June 30, 2024, the Group had a total of 16 employees (including the company's directors)[101][104] - Remuneration is determined based on performance, work experience, and prevailing market standards, with benefits including medical insurance, MPF retirement benefit schemes, and share option schemes[101][104] - There were no significant changes to the Group's remuneration policies during the period[101][104] AUDIT COMMITTEE The Audit Committee has reviewed the Group's accounting principles, risk management, internal controls, and financial reporting matters, including the unaudited interim financial statements for the period, and is composed of all independent non-executive directors, with Mr. Yu Dazhi serving as Chairman - The Audit Committee has reviewed the accounting principles and practices adopted by the Group with management and discussed risk management, internal controls, and financial reporting matters[102][105] - The committee is composed of all independent non-executive directors, namely Mr. Yu Dazhi (Chairman), Mr. Hong Zuxing, and Ms. Zhong Huizhen[102][105] REMUNERATION COMMITTEE The Remuneration Committee, comprising all independent non-executive directors with Mr. Hong Zuxing as Chairman, is primarily responsible for determining the remuneration packages of executive directors and senior management, and making recommendations to the Board regarding the remuneration of non-executive directors - The Remuneration Committee is composed of all independent non-executive directors, with Mr. Hong Zuxing serving as Chairman[106][109] - Its primary responsibilities include determining the remuneration packages of executive directors and senior management, and making recommendations to the Board regarding the remuneration of non-executive directors[106][109] NOMINATION COMMITTEE The Nomination Committee, comprising all independent non-executive directors with Mr. Hong Zuxing as Chairman, is primarily responsible for reviewing the Board's structure, size, and composition, and making recommendations for the appointment or re-appointment of directors to ensure compliance with Listing Rules and fulfillment of fiduciary duties - The Nomination Committee is composed of all independent non-executive directors, with Mr. Hong Zuxing serving as Chairman[107][110] - Its primary responsibilities include reviewing the Board's structure, size, and composition, and making recommendations for the appointment or re-appointment of directors[107][110] - It ensures that the Board's composition complies with the Listing Rules and can fulfill its fiduciary duties in the best interests of shareholders[107][110] BOARD OF DIRECTORS_Other As at the date of this report, the Board of Directors comprises Ms. Shen Jielan (Executive Director), Ms. Ye Ying (Non-executive Director and Chairman), and Mr. Hong Zuxing, Ms. Zhong Huizhen, and Mr. Yu Dazhi (Independent Non-executive Directors) - The Board of Directors comprises 1 executive director, 1 non-executive director (also Chairman), and 3 independent non-executive directors[108][111] APPRECIATION The Board extends its gratitude to the Group's management team, employees, and all shareholders for their contributions and continued support during the reporting period - The Board expresses its sincere gratitude to the Group's management team and employees for their contributions during the period[109][111] - Heartfelt thanks are extended to the Group's shareholders for their strong support[109][111]