仍志集团控股(08079) - 2025 - 中期业绩

Summary of Results Announcement Financial Highlights For the six months ended 30 September 2024, the Group's revenue decreased year-on-year, loss significantly narrowed, and the Board did not recommend an interim dividend Key Financial Highlights for the Six Months Ended 30 September 2024 | Metric | For the six months ended 30 September 2024 (HK$ thousand) | For the six months ended 30 September 2023 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 20,300 | 24,900 | | Loss attributable to owners of the Company | (11,400) | (18,100) | - The Board did not recommend an interim dividend for the six months ended 30 September 2024, consistent with the same period last year[3] Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Revenue for the period decreased by 18.5% year-on-year, but the loss attributable to owners of the Company significantly narrowed by 36.9% due to effective control over administrative expenses Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | For the six months ended 30 September 2024 (HK$ thousand) | For the six months ended 30 September 2023 (HK$ thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 20,323 | 24,937 | -18.5% | | Gross profit | 9,901 | 11,339 | -12.6% | | Operating loss | (11,585) | (17,620) | -34.3% | | Loss before tax | (11,679) | (18,138) | -35.6% | | Loss attributable to owners of the Company | (11,429) | (18,092) | -36.9% | | Basic and diluted loss per share | (2.20 HK cents) | (3.66 HK cents) | -39.9% | - Administrative expenses significantly decreased from HK$26,606 thousand to HK$19,469 thousand, which was the primary reason for the narrowed loss[5] Condensed Consolidated Statement of Financial Position As at 30 September 2024, the Group's total assets and total equity both decreased, with changes in non-current asset structure and an increase in current liabilities Key Data from Condensed Consolidated Statement of Financial Position | Metric | As at 30 September 2024 (HK$ thousand) | As at 31 March 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Non-current assets | 24,340 | 22,895 | +1,445 | | Current assets | 55,427 | 63,955 | -8,528 | | Current liabilities | 15,678 | 13,909 | +1,769 | | Non-current liabilities | 3,210 | 383 | +2,827 | | Net assets | 60,879 | 72,558 | -11,679 | - Within non-current assets, property, plant and equipment increased from zero to HK$824 thousand, and right-of-use assets increased from zero to HK$5,106 thousand, reflecting changes in asset structure[9] - Net current assets decreased from HK$50,046 thousand to HK$39,749 thousand, indicating a tightening of liquidity[12] Condensed Consolidated Statement of Changes in Equity For the six months ended 30 September 2024, equity attributable to owners of the Company decreased due to the loss for the period, with total equity falling from HK$72,558 thousand at the beginning of the period to HK$60,879 thousand Key Data from Condensed Consolidated Statement of Changes in Equity | Metric | Balance at 1 April 2024 (HK$ thousand) | Loss and total comprehensive loss for the period (HK$ thousand) | Balance at 30 September 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 72,803 | (11,429) | 61,374 | | Non-controlling interests | (245) | (250) | (495) | | Total equity | 72,558 | (11,679) | 60,879 | Condensed Consolidated Cash Flow Statement During the period, operating cash flow turned positive, cash outflow from investing activities decreased, cash outflow from financing activities increased, and cash and cash equivalents at period-end grew Key Data from Condensed Consolidated Cash Flow Statement | Metric | For the six months ended 30 September 2024 (HK$ thousand) | For the six months ended 30 September 2023 (HK$ thousand) | | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 1,393 | (24,411) | | Net cash generated from/(used in) investing activities | 2,146 | (8,113) | | Net cash (used in)/generated from financing activities | (2,797) | 14,901 | | Net increase/(decrease) in cash and cash equivalents | 742 | (17,623) | | Cash and cash equivalents at end of period | 5,655 | 8,197 | - Net cash from operating activities turned from an outflow of HK$24,411 thousand in the prior period to an inflow of HK$1,393 thousand, indicating improved operating efficiency[16] Notes to the Unaudited Condensed Consolidated Interim Financial Statements Basis of Preparation and Accounting Policies These interim financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, and the first-time application of revised HKFRSs had no material impact on the Group's financial position or performance - The unaudited condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Chapter 18 of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited[18] - The application of the revised Hong Kong Financial Reporting Standards during this interim period had no material impact on the Group's financial position and performance for the current and prior periods and/or the disclosures contained in these unaudited condensed consolidated financial statements[19] Revenue, Investment and Other Income, and Other Gains and Losses, Net Total revenue for the period decreased by 18.5% year-on-year, primarily due to reduced retail and wholesale business revenue, while investment and other income and other gains and losses, net, also significantly declined Revenue Composition and Changes | Revenue Source | For the six months ended 30 September 2024 (HK$ thousand) | For the six months ended 30 September 2023 (HK$ thousand) | Y-o-Y Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Sales of grocery products, cash coupons, frozen food and health products – retail and wholesale | 13,351 | 16,804 | -3,453 | | Revenue from money lending | 6,972 | 8,133 | -1,161 | | Total Revenue | 20,323 | 24,937 | -4,614 | Investment and Other Income, and Other Gains and Losses, Net | Metric | For the six months ended 30 September 2024 (HK$ thousand) | For the six months ended 30 September 2023 (HK$ thousand) | | :--- | :--- | :--- | | Investment and other income | 62 | 738 | | Other gains and losses, net | 166 | (367) | - Other gains and losses, net, turned from a loss of HK$367 thousand in the prior period to a gain of HK$166 thousand, mainly attributable to the gain on disposal of property, plant and equipment[24] Segment Information The Group primarily operates money lending and retail and wholesale businesses, with money lending being profitable and retail and wholesale incurring losses, and all revenue is derived from the Hong Kong market Operating Segment Results The money lending business remained profitable, while the retail and wholesale business recorded a loss, with unallocated head office expenses accounting for a significant portion of corporate overheads Operating Segment Revenue and Results | Segment | For the six months ended 30 September 2024 (HK$ thousand) | For the six months ended 30 September 2023 (HK$ thousand) | | :--- | :--- | :--- | | Segment Revenue | | | | Money Lending | 6,972 | 8,133 | | Retail and Wholesale Business | 13,351 | 16,804 | | Segment Results | | | | Money Lending | 2,331 | 2,286 | | Retail and Wholesale Business | (8,093) | (7,202) | | Total | (5,762) | (4,916) | - Unallocated head office and corporate expenses significantly decreased from HK$13,075 thousand in the prior period to HK$6,051 thousand, which was a key factor in the Group's narrowed loss[28][30] Geographical Information All the Group's revenue from external customers is derived from the Hong Kong market Revenue by Geographical Market | Region | For the six months ended 30 September 2024 (HK$ thousand) | For the six months ended 30 September 2023 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 20,323 | 24,937 | Loss Before Tax The reduction in loss before tax for the period was primarily due to a significant decrease in administrative expenses, such as employee benefit expenses and depreciation, despite increases in inventory write-downs and expected credit loss provisions Changes in Components of Loss Before Tax | Item | For the six months ended 30 September 2024 (HK$ thousand) | For the six months ended 30 September 2023 (HK$ thousand) | | :--- | :--- | :--- | | Employee benefit expenses | 6,855 | 9,897 | | Depreciation of property, plant and equipment | 154 | 2,510 | | Depreciation of right-of-use assets | 501 | 2,328 | | Carrying amount of inventories sold | 10,422 | 13,219 | | Write-down of inventories | 1,120 | 284 | | Expected credit loss (reversal)/provision for trade receivables, net | (538) | 11 | | Expected credit loss provision for loans and advances to customers, net | 953 | 1,287 | - Employee benefit expenses, depreciation of property, plant and equipment, and depreciation of right-of-use assets all significantly decreased, which were the main drivers of the decline in administrative expenses[33] Income Tax No provision for Hong Kong Profits Tax was made for the current period or the prior period due to the absence of assessable profits for the Group in Hong Kong - For the six months ended 30 September 2024, no provision for Hong Kong Profits Tax was made as there were no assessable profits[34] Interim Dividend The Board did not recommend an interim dividend for the six months ended 30 September 2024, consistent with the prior period - The Directors did not recommend an interim dividend for the six months ended 30 September 2024[35] Loss Per Share For the six months ended 30 September 2024, basic and diluted loss per share narrowed to 2.20 HK cents, primarily due to the reduction in loss attributable to shareholders Loss Per Share Data | Metric | For the six months ended 30 September 2024 | For the six months ended 30 September 2023 | | :--- | :--- | :--- | | Loss attributable to owners of the Company | HK$11,429,000 | HK$18,092,000 | | Weighted average number of ordinary shares in issue | 518,644,031 shares | 494,206,873 shares | | Basic and diluted loss per share | (2.20 HK cents) | (3.66 HK cents) | Property, Plant and Equipment As at 30 September 2024, the carrying amount of the Group's property, plant and equipment increased from zero at the beginning of the period to HK$824 thousand, mainly due to new additions Changes in Property, Plant and Equipment | Item | As at 30 September 2024 (HK$ thousand) | As at 31 March 2024 (HK$ thousand) | | :--- | :--- | :--- | | At beginning of period/year | – | 10,930 | | Additions | 978 | 1,673 | | Disposals | (615) | (780) | | Depreciation | (154) | (4,642) | | Balance at end of period | 824 | – | Interests in Associates As at 30 September 2024, the Group's interests in associates had a carrying amount of zero, primarily because the initial interests were fully offset by impairment losses Interests in Associates | Metric | As at 30 September 2024 (HK$ thousand) | As at 31 March 2024 (HK$ thousand) | | :--- | :--- | :--- | | Unlisted shares, at cost | 4,800 | 4,800 | | Less: Impairment loss | (4,800) | (4,800) | | Balance at end of period | – | – | - The Group's share of results of associates for the current period was zero, compared to a loss of HK$265 thousand in the prior period[42] Financial Assets at Fair Value Through Profit or Loss As at 30 September 2024, the Group's total financial assets at fair value through profit or loss amounted to HK$3,600 thousand, all of which were film copyright investments, with listed equity securities having been reduced to zero Financial Assets at Fair Value Through Profit or Loss | Financial Asset Category | As at 30 September 2024 (HK$ thousand) | As at 31 March 2024 (HK$ thousand) | | :--- | :--- | :--- | | Listed equity securities | – | 1,470 | | Unlisted funds | – | – | | Film copyright investments | 3,600 | 3,600 | | Total | 3,600 | 5,070 | - The fair value of film copyright investments is determined by discounting expected future cash flows, reflecting the weighted average cost of capital and an additional intangible asset premium rate for the relevant assets[62] Loans and Advances to Customers As at 30 September 2024, the Group's net loans and advances to customers amounted to HK$33,413 thousand, a decrease from the beginning of the period, with the majority being current portion Net Loans and Advances to Customers | Metric | As at 30 September 2024 (HK$ thousand) | As at 31 March 2024 (HK$ thousand) | | :--- | :--- | :--- | | Loans and advances to customers | 116,663 | 130,933 | | Less: Impairment allowance | (83,250) | (89,422) | | Net | 33,413 | 41,511 | Ageing Analysis of Loans and Advances | Classification | As at 30 September 2024 (HK$ thousand) | As at 31 March 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current portion | 17,427 | 19,999 | | Non-current portion | 15,986 | 21,512 | | Total | 33,413 | 41,511 | Trade Receivables As at 30 September 2024, the Group's total trade receivables amounted to HK$1,993 thousand, an increase from the beginning of the period, with all balances aged within three months Ageing Analysis of Trade Receivables | Ageing | As at 30 September 2024 (HK$ thousand) | As at 31 March 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 3 months | 1,993 | 1,217 | | Over 3 months | – | 334 | | Total | 1,993 | 1,551 | Cash and Cash Equivalents As at 30 September 2024, the Group's cash and cash equivalents amounted to HK$5,655 thousand, an increase from the beginning of the period Cash and Cash Equivalents | Metric | As at 30 September 2024 (HK$ thousand) | As at 31 March 2024 (HK$ thousand) | | :--- | :--- | :--- | | Cash at bank, with brokers and in hand | 5,655 | 4,913 | Share Capital As at 30 September 2024, the Company's issued and fully paid ordinary share capital was HK$5,186 thousand, comprising 518,644,031 shares, consistent with the beginning of the period Share Capital Composition | Metric | Number of Shares (shares) | Amount (HK$ thousand) | | :--- | :--- | :--- | | Authorised share capital (HK$0.01 par value per share) | 30,000,000,000 | 300,000 | | Issued and fully paid ordinary shares (as at 30 September 2024) | 518,644,031 | 5,186 | Share Option Scheme The Company adopted a share option scheme on 29 May 2023 to incentivize and reward eligible participants, but no share options were granted under the scheme for the six months ended 30 September 2024 - The Share Option Scheme aims to incentivize or reward eligible participants who have contributed to the Group and to attract and retain high-quality employees[52] - For the six months ended 30 September 2024, no share options were granted by the Company under the Share Option Scheme[52] Contingent Liabilities As at 30 September 2024, the Company had not provided any corporate guarantees for third parties nor utilized any margin financing - As at 30 September 2024, the Company had not provided any corporate guarantees for third parties[58] Related Party Transactions and Balances Total remuneration for directors and other key management personnel for the period was HK$1,923 thousand, a decrease from the prior period Key Management Remuneration | Item | For the six months ended 30 September 2024 (HK$ thousand) | For the six months ended 30 September 2023 (HK$ thousand) | | :--- | :--- | :--- | | Salaries, allowances and benefits in kind | 1,878 | 2,217 | | Contributions to defined contribution retirement benefit plans | 45 | 51 | | Total | 1,923 | 2,268 | Fair Value Measurement of Financial Instruments The Group's financial instruments are measured at fair value using a three-level hierarchy, with listed equity securities reduced to zero and film copyright investments remaining unchanged during the period, and no transfers between levels Financial Assets and Liabilities Measured at Fair Value As at 30 September 2024, the Group's financial assets measured at fair value consisted solely of film copyright investments totaling HK$3,600 thousand, with no listed equity securities held Financial Assets Measured at Fair Value | Financial Asset Category | Fair Value (HK$ thousand) | | :--- | :--- | | As at 30 September 2024 | | | Listed equity securities | – | | Unlisted funds | – | | Film copyright investments | 3,600 | | As at 31 March 2024 | | | Listed equity securities | 1,470 | | Unlisted funds | – | | Film copyright investments | 3,600 | - There were no transfers between Level 1, Level 2, and Level 3 during the period, and the Group's policy is to recognize transfers on the date of the event that caused the transfer[61] Reconciliation of Level 3 Fair Value Measurements for Financial Assets As at 30 September 2024, the Group's Level 3 fair value measurements for financial assets had a period-end balance of zero, a significant decrease from the prior period Reconciliation of Level 3 Fair Value Measurements for Financial Assets | Item | Financial assets at fair value through profit or loss (HK$ thousand) | | :--- | :--- | | At 1 April 2023 (audited) | 31,617 | | Changes in fair value | (76) | | At 30 September 2023 (unaudited) | 31,541 | | At 1 April 2024 (audited) | – | | Changes in fair value | – | | At 30 September 2024 (unaudited) | – | Fair Value of Financial Assets and Liabilities Carried at Other Than Fair Value The carrying amounts of the Group's financial instruments carried at amortized cost did not differ materially from their fair values at the end of the reporting period - The carrying amounts of the Group's financial instruments carried at amortized cost did not differ materially from their fair values as at 30 September 2024 and 31 March 2024[69] Comparative Figures Certain comparative figures have been reclassified to ensure consistency with the presentation for the current period - Certain comparative figures have been reclassified to conform with the presentation for the current period in the Group's financial statements[70] Management Discussion and Analysis Business Review The Group's money lending business remains core, retail and online sales continue to develop, and it is actively expanding into the healthcare industry by securing exclusive distribution rights for FromBio Co., Ltd. products in Hong Kong and Macau to address the challenges of a weak Hong Kong retail market - The money lending business remains the Group's core business, generating stable income[72] - The Group will improve and upgrade its e-commerce system, develop its own brand products, and source various types of products from local and overseas suppliers to meet customer demand[72] - The Group has obtained the sole and exclusive distribution and sales rights for healthcare products manufactured by FromBio Co., Ltd. in Hong Kong and Macau, and has commenced distribution of its health products in major chain stores in Hong Kong[72][74] Operational Review Revenue for the period was approximately HK$20.3 million, a year-on-year decrease, but the loss attributable to owners of the Company narrowed to HK$11.4 million, mainly due to reduced administrative expenses Key Operational Data | Metric | For the six months ended 30 September 2024 (HK$) | For the six months ended 30 September 2023 (HK$) | | :--- | :--- | :--- | | Revenue | 20,300,000 | 24,900,000 | | Loss attributable to owners of the Company | 11,400,000 | 18,100,000 | - The decrease in loss attributable was primarily due to a reduction in administrative expenses[75] Lending Business The money lending business, as the Group's core operation, generated approximately HK$7 million in revenue during the period and is expected to generate sustainable income in the future - The Group has been actively involved in the money lending business for over ten years and has established a solid customer base[76] - During the six-month period, this segment generated revenue of approximately HK$7,000,000, and is expected to generate sustainable income in the future[76] Retail and Wholesale Business Revenue from the retail and wholesale business for the period was approximately HK$13.4 million, a year-on-year decrease, and the Group will focus on promoting its own ready-to-eat food and health products (including for pets and humans) Retail and Wholesale Business Revenue | Metric | For the six months ended 30 September 2024 (HK$) | For the six months ended 30 September 2023 (HK$) | | :--- | :--- | :--- | | Revenue | 13,400,000 | 16,800,000 | - The Group will focus more on providing its own ready-to-eat food to the public and introducing more health products to improve the quality of life for both pets and humans[78] Inventories, Deposits, Prepayments, Other Receivables and Other Assets During the period, the Group launched new product lines for pet products and human health supplements, leading to an increase in inventories and deposits - The Group launched new product lines for pet products and human health supplements, resulting in the procurement of related inventory products from suppliers, as reflected in inventories and deposits as at 30 September 2024[79] Prospects The Group will continue to seek investment opportunities to improve existing businesses and explore new investment areas to broaden its business scope, with the ultimate goal of maximizing shareholder returns - The Group will continue to seek investment opportunities to further improve its existing businesses[80] - The Group will explore new investment opportunities to broaden its business scope, with the ultimate goal of maximizing shareholder returns[80] Capital Structure The Company's capital structure remained unchanged during the period, with 518,644,031 shares in issue - The Company's capital structure remained unchanged during the six-month period[81] - The Company's issued share capital comprised 518,644,031 shares[81] Events After Reporting Period Subsequent to the reporting period, the Company successfully allotted and issued 103,700,000 subscription shares, raising net proceeds of approximately HK$2.1 million, which will be used for the Group's general working capital - On 4 October 2024, the Company successfully allotted and issued a total of 103,700,000 subscription shares to subscribers[82] Proceeds from Subscription | Metric | Amount (HK$) | | :--- | :--- | | Gross proceeds | 2,177,700 | | Net proceeds | Approximately 2,100,000 | | Net proceeds per subscription share | Approximately 0.021 | - The net proceeds from the subscription will be used as general working capital for the Group[82] Liquidity and Financial Resources The Group primarily relies on internal cash flow for funding, with cash and cash equivalents increasing as at 30 September 2024 and no borrowings, resulting in a zero gearing ratio, indicating a sound liquidity position Liquidity Position | Metric | As at 30 September 2024 (HK$) | As at 31 March 2024 (HK$) | | :--- | :--- | :--- | | Cash and cash equivalents | Approximately 5,700,000 | Approximately 4,900,000 | | Borrowings | Nil | 1,200,000 | | Gearing ratio | Zero | Zero | - The Group generally funds its operations with internally generated cash flows[84] Pledge of Group Assets As at 30 September 2024, the Group had no pledged assets and had not utilized any margin financing - As at 30 September 2024, no financial instruments were pledged to securities brokers for margin financing granted to the Group, nor did the Group utilize any margin financing[85] Financial Policy The Group's cash and bank deposits are primarily denominated in HKD, RMB, and USD, and no hedging is implemented to mitigate currency risk as most transactions are conducted in HKD - The Group's cash and bank deposits are primarily denominated in Hong Kong Dollars, Renminbi, and United States Dollars[86] - As most of the Group's transactions are denominated in Hong Kong Dollars, no hedging or other arrangements are implemented to mitigate currency risk[86] Employees As at 30 September 2024, the Group's employee count decreased to approximately 37 persons, and employees are provided with remuneration and benefits based on market practice and a Mandatory Provident Fund Scheme Employee Count | Metric | As at 30 September 2024 | As at 30 September 2023 | | :--- | :--- | :--- | | Number of full-time and part-time employees | Approximately 37 persons | 57 persons | - The Group determines remuneration based on employee performance, experience, and prevailing industry practices, and operates a Mandatory Provident Fund Scheme for its employees[87] Other Information Interim Dividend_Other The Board did not recommend an interim dividend for the six months ended 30 September 2024, consistent with the prior period - The Board did not recommend an interim dividend for the six months ended 30 September 2024[89] Directors' and Chief Executive's Interests in Shares, Underlying Shares or Debentures of the Company or any Associated Corporation As at 30 September 2024, Mr. Chan Yan Tak, the Company's Chairman and Executive Director, held a 34.94% equity interest in the Company through his controlled corporation Directors' and Chief Executive's Equity Interests | Name | Capacity | Personal Interests (shares) | Approximate Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Chan Yan Tak | Interests in controlled corporation | 181,196,866 | 34.94% | - Prosperous Management Limited is wholly and beneficially owned by Mr. Chan Yan Tak, the Chairman and Executive Director and controlling shareholder of the Company[90] Major Shareholders' Interests in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations As at 30 September 2024, apart from the Directors, major shareholders Prosperous Management Limited (wholly owned by Mr. Chan Yan Tak) held a 34.94% equity interest, and Mr. Chong Sze Chit held a 15.24% equity interest Major Shareholders' Equity Interests | Name | Number of Shares (shares) | Approximate Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | | Prosperous Management Limited | 181,196,866 | 34.94% | | Mr. Chong Sze Chit | 79,050,000 | 15.24% | - Prosperous Management Limited is wholly and beneficially owned by Mr. Chan Yan Tak, the Chairman and Executive Director and controlling shareholder of the Company[93] - Mr. Chong Sze Chit is the brother-in-law of Mr. Chan Yan Tak and Mr. Lam Ming Shing (Executive Director), and is considered a connected person of the Company[94] Purchase, Sale or Redemption of the Company's Listed Securities During the six-month period, no member of the Group purchased, sold, or redeemed any of the Group's listed securities - During the six-month period, no member of the Group purchased, sold, or redeemed any of the Group's listed securities[95] Competing Interests No Director or controlling shareholder of the Company had any interest in any business that competes or may compete with the Group's business - No Director or controlling shareholder of the Company had any interest in any business that competes or may compete with the Group's business[96] Compliance with Corporate Governance Code During the six-month period, the Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix 15 to the GEM Listing Rules - During the six-month period, the Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix 15 to the GEM Listing Rules[97] Audit Committee The Company has established an Audit Committee responsible for reviewing financial statements and internal controls, which has reviewed the results for the period and deemed them compliant with applicable accounting standards; the committee comprises four independent non-executive directors - The primary responsibilities of the Audit Committee are to review the Company's annual and financial statements and interim reports, and to provide recommendations and opinions to the Board thereon[98] - The Audit Committee has reviewed the Group's unaudited consolidated results for the six-month period and is of the opinion that the results have been prepared in accordance with applicable accounting standards and requirements, and that adequate disclosures have been made[100] - The Audit Committee comprises four independent non-executive Directors of the Company[100] Remuneration Committee The Company has established a Remuneration Committee, comprising four independent non-executive directors and three executive directors, responsible for reviewing and formulating remuneration policies for directors and senior management - The Remuneration Committee comprises four independent non-executive Directors and three executive Directors[101] - The Remuneration Committee is responsible for reviewing and formulating remuneration policies for Directors and senior management with reference to the Group's operating results, individual performance, and comparable market practices[101] Nomination Committee The Company has established a Nomination Committee, comprising four independent non-executive directors and three executive directors, responsible for providing recommendations to the Board regarding any proposed changes or nominations of directors - The Nomination Committee comprises four independent non-executive Directors and three executive Directors[102] - The Nomination Committee is responsible for reviewing and providing recommendations to the Board regarding any proposed changes or nominations of Directors[102] Standard Code for Securities Transactions The Company has adopted the required standard of dealings as set out in the GEM Listing Rules and has made specific enquiries to all Directors, who confirmed their compliance with the standard during the reporting period - The Company has adopted the required standard of dealings as set out in Rules 5.48 to 5.67 of the GEM Listing Rules[103] - The Company has made specific enquiries to all Directors, who have confirmed that they have complied with the required standard of dealings throughout the six-month period[103] List of Directors The Company's Board of Directors comprises four executive directors and four independent non-executive directors, with Mr. Chan Yan Tak serving as Chairman and Executive Director Board of Directors Members | Name | Position | | :--- | :--- | | Mr. Chan Yan Tak | Chairman and Executive Director | | Mr. Lam Ming Shing | Executive Director | | Ms. Siu Yeuk Hung | Executive Director | | Mr. Law Ka Kei | Executive Director | | Mr. Li Kan Fai | Independent Non-executive Director | | Mr. Law Yu Hin | Independent Non-executive Director | | Ms. Ho Sau Ping | Independent Non-executive Director | | Mr. Cheung Leung | Independent Non-executive Director |