电讯首科(03997) - 2025 - 中期财报

Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended September 30, 2024, the Group's revenue decreased to 23,600 thousand HKD from 26,998 thousand HKD in the prior period, gross profit fell to 3,342 thousand HKD, and loss for the period narrowed to 1,798 thousand HKD from 2,295 thousand HKD Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended September 30) | Metric | 2024 (thousand HKD) | 2023 (thousand HKD) | | :--------------------------- | :------------------ | :------------------ | | Revenue | 23,600 | 26,998 | | Cost of sales | (20,258) | (19,410) | | Gross profit | 3,342 | 7,588 | | Other income and gains | 3,725 | 1,745 | | Loss before tax | (1,775) | (2,324) | | Loss for the period | (1,798) | (2,295) | | Loss per share (HKD) | (0.0140) | (0.0179) | Condensed Consolidated Statement of Financial Position As of September 30, 2024, the Group's total non-current assets were 50,803 thousand HKD, total current assets were 27,304 thousand HKD, current liabilities were 8,528 thousand HKD, net current assets were 18,776 thousand HKD, and total equity was 68,936 thousand HKD Condensed Consolidated Statement of Financial Position (As of September 30) | Metric | September 30, 2024 (thousand HKD) | March 31, 2024 (thousand HKD) | | :------------------------------- | :-------------------------------- | :---------------------------- | | Total non-current assets | 50,803 | 54,246 | | Total current assets | 27,304 | 31,370 | | Total current liabilities | 8,528 | 12,639 | | Net current assets | 18,776 | 18,731 | | Total assets less current liabilities | 69,579 | 72,977 | | Net assets | 68,936 | 70,734 | | Total equity | 68,936 | 70,734 | Condensed Consolidated Statement of Changes in Equity For the six months ended September 30, 2024, the Group's total equity decreased from 70,734 thousand HKD as of April 1, 2024, to 68,936 thousand HKD, primarily due to a loss for the period of 1,798 thousand HKD Condensed Consolidated Statement of Changes in Equity (For the six months ended September 30) | Metric | April 1, 2024 (thousand HKD) | Loss and total comprehensive expense for the period (thousand HKD) | September 30, 2024 (thousand HKD) | | :------------------------------------------ | :--------------------------- | :----------------------------------------------------------------- | :-------------------------------- | | Share capital | 12,834 | — | 12,834 | | Share premium | 36,900 | — | 36,900 | | Other reserves | 70 | — | 70 | | Exchange reserve | (26) | — | (26) | | Retained profits | 20,956 | (1,798) | 19,158 | | Total | 70,734 | (1,798) | 68,936 | Condensed Consolidated Statement of Cash Flows For the six months ended September 30, 2024, net cash generated from operating activities was 1,983 thousand HKD, net cash generated from investing activities was 10,468 thousand HKD, net cash used in financing activities was 3,717 thousand HKD, and cash and cash equivalents at period-end were 12,545 thousand HKD Condensed Consolidated Statement of Cash Flows (For the six months ended September 30) | Metric | 2024 (thousand HKD) | 2023 (thousand HKD) | | :------------------------------------------ | :------------------ | :------------------ | | Net cash generated from (used in) operating activities | 1,983 | (3,271) | | Net cash generated from (used in) investing activities | 10,468 | (311) | | Net cash generated from (used in) financing activities | (3,717) | 836 | | Net increase (decrease) in cash and cash equivalents | 8,734 | (2,746) | | Cash and cash equivalents at period-end | 12,545 | 1,847 | Notes to the Condensed Consolidated Financial Statements 1. General Information Teleconcept Holdings Limited is incorporated in the Cayman Islands and listed on the Main Board of the Hong Kong Stock Exchange, primarily engaged in investment holding, with subsidiaries providing repair and refurbishment services for mobile phones and other personal electronic products, and selling related accessories and support services - The Company was listed on the Main Board of The Stock Exchange of Hong Kong Limited on March 27, 2018, with stock code: 3997[17] - The Company is principally engaged in investment holding, and its subsidiaries are principally engaged in the provision of repair and refurbishment services for mobile phones and other personal electronic products, as well as the sale of related accessories and provision of support services[17] 2. Basis of Preparation The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the HKICPA and the disclosure requirements of Appendix 16 to the Listing Rules - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[18] 3. Principal Accounting Policies The condensed consolidated financial statements are prepared on a historical cost basis and presented in HKD, with new and revised HKFRSs applied during the period having no significant impact on the Group's current and prior period results or financial position - These condensed consolidated financial statements have been prepared on the historical cost basis and are presented in HKD, with all values rounded to the nearest thousand (thousand HKD)[27] - The application of the amendments to Hong Kong Financial Reporting Standards and the revised Conceptual Framework during the period had no significant impact on the Group's results and financial position for the current and prior periods and/or the disclosures in these condensed consolidated financial statements[28] 4. Revenue The Group's revenue primarily derives from repair services and the sale of accessories and provision of support services, totaling 23,600 thousand HKD for the six months ended September 30, 2024, a decrease from 26,998 thousand HKD in the prior period Revenue by Major Product or Service Line (For the six months ended September 30) | Revenue source | 2024 (thousand HKD) | 2023 (thousand HKD) | | :---------------------------------------- | :------------------ | :------------------ | | Revenue from repair services | 23,495 | 26,932 | | Sale of accessories and provision of support services | 105 | 66 | | Total revenue | 23,600 | 26,998 | 5. Segment Information The Group operates in a single segment, providing repair and refurbishment services for mobile phones and other personal electronic products, and selling related accessories and support services, with all revenue and non-current assets located in Hong Kong - The Group operates in a single segment, which is the provision of repair and refurbishment services for mobile phones and other personal electronic products, and the sale of related accessories and provision of support services[31] - During the period, 100% of the Group's revenue was generated in Hong Kong, and 100% of its non-current assets were located in Hong Kong, thus no geographical information is presented[35] Revenue from Major Customers (For the six months ended September 30) | Customer | 2024 (thousand HKD) | 2023 (thousand HKD) | | :--------- | :------------------ | :------------------ | | Customer I | 5,241 | 7,265 | | Customer II | 3,829 | 4,764 | | Customer III | 3,447 | 3,659 | 6. Other Income and Gains Total other income and gains for the period significantly increased to 3,725 thousand HKD from 1,745 thousand HKD in the prior period, primarily due to higher management fee income, rental income, and gains from disposal of financial assets at fair value through profit or loss Other Income and Gains (For the six months ended September 30) | Item | 2024 (thousand HKD) | 2023 (thousand HKD) | | :---------------------------------------- | :------------------ | :------------------ | | Management fee income | 1,295 | 1,020 | | Bank interest income | 96 | 3 | | Dividend income from financial assets at fair value through profit or loss | — | 177 | | Storage income | 295 | 36 | | Gain on disposal of financial assets at fair value through profit or loss | 1,448 | 49 | | Government grants | — | 177 | | Rental income | 571 | 283 | | Others | 20 | — | | Total | 3,725 | 1,745 | 7. Net Other Operating Expenses Net other operating expenses for the period decreased to 2,271 thousand HKD from 2,623 thousand HKD in the prior period Net Other Operating Expenses (For the six months ended September 30) | Item | 2024 (thousand HKD) | 2023 (thousand HKD) | | :------------------------------------ | :------------------ | :------------------ | | Miscellaneous income and expenses | 649 | 642 | | Less: Other operating expenses of service centers | (2,920) | (3,265) | | Net other operating expenses | (2,271) | (2,623) | 8. Finance Costs Finance costs for the period increased to 120 thousand HKD from 52 thousand HKD in the prior period, primarily due to interest expenses on lease liabilities and bank loans Finance Costs (For the six months ended September 30) | Item | 2024 (thousand HKD) | 2023 (thousand HKD) | | :-------------------------- | :------------------ | :------------------ | | Interest on lease liabilities | 96 | 3 | | Interest on bank loans | 24 | 49 | | Total | 120 | 52 | 9. Income Tax Expense (Credit) Income tax expense for the period was 23 thousand HKD, compared to an income tax credit of 29 thousand HKD in the prior period, mainly due to current Hong Kong profits tax expense Income Tax Expense (Credit) (For the six months ended September 30) | Item | 2024 (thousand HKD) | 2023 (thousand HKD) | | :---------------------------- | :------------------ | :------------------ | | Hong Kong profits tax - current | 59 | — | | Deferred tax - current | (36) | (29) | | Total | 23 | (29) | - Hong Kong profits tax is calculated at 16.5% of the estimated assessable profits for both periods[47] 10. Loss for the Period Loss for the period narrowed to 1,798 thousand HKD from 2,295 thousand HKD in the prior period, after deducting items such as depreciation, inventory amounts, and lease expenses Loss for the Period after Deducting Items (For the six months ended September 30) | Item | 2024 (thousand HKD) | 2023 (thousand HKD) | | :------------------------------------ | :------------------ | :------------------ | | Depreciation of property, plant and equipment | 514 | 1,773 | | Depreciation of right-of-use assets | 1,480 | 1,344 | | Depreciation of investment properties | 1,004 | 451 | | Amount of inventories recognized as expense | 6,577 | 6,476 | | Lease expenses for short-term leases | 968 | 836 | 11. Dividends The Board declared a second interim dividend of 0.02 HKD per share for the period ended September 30, 2024, with no dividend declared in the prior period - The Board declared a second interim dividend of 0.02 HKD per share for the period ended September 30, 2024 (2023: nil) on November 28, 2024[50] 12. Loss Per Share Basic and diluted loss per share for the six months ended September 30, 2024, narrowed to 0.0140 HKD from 0.0179 HKD in the prior period, with diluted loss per share equal to basic loss per share due to no potential dilutive ordinary shares Loss Per Share Calculation (For the six months ended September 30) | Metric | 2024 (thousand HKD) | 2023 (thousand HKD) | | :------------------------------------------ | :------------------ | :------------------ | | Loss attributable to owners of the Company for the period used in the calculation of basic and diluted loss per share | (1,798) | (2,295) | | Weighted average number of ordinary shares | 128,342 | 128,342 | - Diluted loss per share is equal to basic loss per share as there were no potential dilutive ordinary shares outstanding during the period[52] 13. Property, Plant and Equipment During the period, the Group paid approximately 58 thousand HKD for the acquisition of property, plant and equipment, a significant decrease from 790 thousand HKD in the prior period - The Group paid approximately 58,000 HKD for the acquisition of property, plant and equipment during the period (2023: 790,000 HKD)[54] 14. Right-of-Use Assets During the period, the Group did not add any right-of-use assets or lease liabilities from renewing leases for new buildings and properties, compared to an increase of 5,917 thousand HKD in the prior period - During the period, the Group did not add any right-of-use assets and lease liabilities from renewing leases for new buildings and properties (2023: 5,917,000 HKD)[56] 15. Investment Properties The Group did not acquire any investment properties during the period - The Group did not acquire any investment properties during the period (2023: nil)[57] 16. Financial Assets at Fair Value Through Profit or Loss As of September 30, 2024, the Group had no financial assets at fair value through profit or loss, compared to 8,984 thousand HKD as of March 31, 2024, indicating the disposal of related assets Financial Assets at Fair Value Through Profit or Loss (As of September 30) | Item | September 30, 2024 (thousand HKD) | March 31, 2024 (thousand HKD) | | :------------------------------- | :-------------------------------- | :---------------------------- | | Equity securities listed in Hong Kong | — | 8,984 | - The fair value of listed equity securities is determined based on market bid prices quoted on the Stock Exchange[58] 17. Trade and Other Receivables As of September 30, 2024, the current portion of trade and other receivables was 11,883 thousand HKD, a decrease from 13,896 thousand HKD as of March 31, 2024, with an average credit period for trade receivables of 30 to 60 days Trade and Other Receivables (As of September 30) | Item | September 30, 2024 (thousand HKD) | March 31, 2024 (thousand HKD) | | :---------------------------------------- | :-------------------------------- | :---------------------------- | | Trade receivables | 7,688 | 10,550 | | Other receivables | 95 | 98 | | Rental and other deposits | 3,640 | 3,644 | | Prepayments | 460 | 143 | | Less: Rental deposits classified as non-current assets | — | (539) | | Total current portion | 11,883 | 13,896 | - The average credit period granted by the Group to its trade customers is 30 to 60 days[61] Aging Analysis of Trade Receivables (As of September 30) | Aging | September 30, 2024 (thousand HKD) | March 31, 2024 (thousand HKD) | | :-------------- | :-------------------------------- | :---------------------------- | | Within 30 days | 4,401 | 6,746 | | 31 to 60 days | 2,997 | 2,446 | | 61 to 90 days | 290 | 1,284 | | 91 to 120 days | — | 74 | | Total | 7,688 | 10,550 | 18. Trade and Other Payables As of September 30, 2024, the current portion of trade and other payables was 5,148 thousand HKD, a decrease from 7,179 thousand HKD as of March 31, 2024, with an average credit period for purchases of goods ranging from 30 to 60 days Trade and Other Payables (As of September 30) | Item | September 30, 2024 (thousand HKD) | March 31, 2024 (thousand HKD) | | :---------------------------------------- | :-------------------------------- | :---------------------------- | | Trade payables | 2,890 | 4,542 | | Accrued expenses and other payables | 2,466 | 2,845 | | Less: Other payables classified as non-current liabilities | (208) | (208) | | Total current portion | 5,148 | 7,179 | - The average credit period for purchases of goods ranges from 30 to 60 days[65] Aging Analysis of Trade Payables (As of September 30) | Aging | September 30, 2024 (thousand HKD) | March 31, 2024 (thousand HKD) | | :-------------- | :-------------------------------- | :---------------------------- | | Within 30 days | 2,869 | 4,445 | | 31 to 60 days | 3 | 78 | | 61 to 90 days | — | — | | Over 90 days | 18 | 19 | | Total | 2,890 | 4,542 | 19. Share Capital As of September 30, 2024, the Company's authorized share capital was 100,000 thousand HKD, and issued and fully paid share capital was 12,834 thousand HKD, comprising 128,342 thousand shares, remaining unchanged from March 31, 2024 Share Capital Details (As of September 30) | Item | September 30, 2024 Number of Shares (thousands) | September 30, 2024 Share Capital (thousand HKD) | March 31, 2024 Number of Shares (thousands) | March 31, 2024 Share Capital (thousand HKD) | | :---------------------------- | :-------------------------------------------- | :---------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Authorized share capital | 1,000,000 | 100,000 | 1,000,000 | 100,000 | | Issued and fully paid share capital | 128,342 | 12,834 | 128,342 | 12,834 | 20. Bank Borrowings During the period, the Group did not obtain any bank revolving loans, compared to 2,200 thousand HKD as of March 31, 2024; bank borrowings bear interest at a floating rate of HIBOR plus 2% per annum and are repayable within 6 months - During the period, the Group did not obtain any bank revolving loans (March 31, 2024: 2,200,000 HKD)[69] - Bank borrowings bear interest at a floating rate of HIBOR plus 2% per annum and are repayable within 6 months[69] 21. Fair Value Measurement of Financial Instruments As of September 30, 2024, the Group had no financial instruments at fair value through profit or loss, compared to 8,984 thousand HKD in Hong Kong-listed equity securities as of March 31, 2024, whose fair value was determined by market bid prices in an active market, classified as Level 1 fair value Fair Value Measurement of Financial Instruments (As of September 30) | Financial instrument | September 30, 2024 (thousand HKD) | March 31, 2024 (thousand HKD) | Fair value hierarchy | Valuation techniques and key inputs | | :------------------------------ | :-------------------------------- | :---------------------------- | :------------------- | :---------------------------------- | | Equity securities listed in Hong Kong | — | 8,984 | Level 1 | Quoted bid prices in active markets | - Level 1 inputs are quoted (unadjusted) prices in active markets for identical assets or liabilities that the entity can access at the measurement date[71] 22. Related Party Transactions and Balances The Group engaged in various related party transactions, including logistics fee payments, repair service income, lease expenses, and property management fees; amounts due from related companies are unsecured, interest-free, and settled within credit terms, with unused bank facilities of 10,200 thousand HKD at period-end, and key management personnel compensation totaling 2,556 thousand HKD Related Party Transactions (For the six months ended September 30) | Company name | Nature of transaction | 2024 (thousand HKD) | 2023 (thousand HKD) | | :-------------------------------- | :-------------------------------- | :------------------ | :------------------ | | Teleconcept Logistics Network Limited | Logistics fees paid to it | 454 | 554 | | Teleconcept Digital Services Limited | Repair service income received from it | 32 | 37 | | Teleconcept Digital Information Limited | Repair service income received from it | 256 | 289 | | Ample International Limited | Lease expenses paid to it | 968 | 836 | | Ample International Limited | Property management fees paid to it | — | 220 | Amounts Due from Related Companies (As of September 30) | Company name | September 30, 2024 (thousand HKD) | March 31, 2024 (thousand HKD) | | :-------------------------------- | :-------------------------------- | :---------------------------- | | Teleconcept Digital Information Limited | 42 | 46 | | Teleconcept Digital Services Limited | 4 | 7 | | Distribution One Limited | — | 23 | | Total | 46 | 71 | - Amounts due from related companies are unsecured, interest-free, and expected to be settled within their respective credit terms[80] - As of September 30, 2024, unused bank facilities amounted to 10,200,000 HKD (March 31, 2024: 8,000,000 HKD)[86] Key Management Personnel Compensation (For the six months ended September 30) | Item | 2024 (thousand HKD) | 2023 (thousand HKD) | | :-------------------- | :------------------ | :------------------ | | Short-term benefits | 2,484 | 2,453 | | Post-employment benefits | 72 | 70 | | Total | 2,556 | 2,523 | 23. Operating Lease Arrangements The Group, as a lessor, leases out its investment properties for a term of three years, with total undiscounted lease payments under irrevocable operating leases amounting to 1,729 thousand HKD as of September 30, 2024 Undiscounted Lease Payments Under Irrevocable Operating Leases (As of September 30) | Period | September 30, 2024 (thousand HKD) | March 31, 2024 (thousand HKD) | | :---------------------------- | :-------------------------------- | :---------------------------- | | Within one year | 994 | 729 | | More than one year but within two years | 588 | 588 | | More than two years | 147 | 441 | | Total | 1,729 | 1,758 | Management Discussion and Analysis Business Review The Group primarily provides repair and refurbishment services for mobile phones and other consumer electronic devices, and sells related accessories and support services; in H1 2024, revenue decreased to 23,600 thousand HKD due to market competition, but loss narrowed to 1,798 thousand HKD, driven by gains from disposal of financial assets and no fair value changes - The Group is principally engaged in the provision of repair and refurbishment services for mobile phones and other consumer electronic devices, as well as the sale of related accessories and provision of support services to corporate clients, telecommunication service providers, and global service companies[92] - For the six months ended September 30, 2024, the Group recorded revenue of approximately 23,600,000 HKD, compared to 26,998,000 HKD in the prior period, primarily due to intense competition in the mobile phone and consumer electronic device repair service market[92] - The loss for the period narrowed from approximately 2,295,000 HKD to approximately 1,798,000 HKD, mainly due to gains from the disposal of financial assets and no fair value changes in financial assets during the period[92] Financial Review The Group's revenue decreased by 12.8% to 23,495 thousand HKD, cost of sales increased by 4.4% to 20,258 thousand HKD due to wage adjustments, other income and gains significantly grew to 3,725 thousand HKD driven by disposal gains, operating and administrative expenses slightly decreased, income tax shifted from credit to expense, and loss for the period narrowed - Revenue from repair services was approximately 23,495,000 HKD (2023: 26,932,000 HKD), a decrease of approximately 12.8% compared to the prior period[93] - During the period, cost of sales increased by approximately 4.4% from approximately 19,410,000 HKD to approximately 20,258,000 HKD, primarily due to wage adjustments[94] - Other income and gains for the period were approximately 3,725,000 HKD (2023: 1,745,000 HKD), mainly due to increased management fee income and rental income, and a gain of approximately 1,448,000 HKD from the disposal of financial assets at fair value through profit or loss[96] - Administrative expenses for the period were approximately 6,451,000 HKD (2023: 6,789,000 HKD), a slight decrease of approximately 5.0%, mainly due to reduced depreciation from fully depreciated fixed assets[98] - The loss for the period was approximately 1,798,000 HKD (2023: 2,295,000 HKD), with the reduction mainly benefiting from gains on disposal of financial assets and no fair value changes in financial assets during the period[100] Financial Asset Investments As of September 30, 2024, the Group had disposed of all financial assets, realizing a gain of approximately 1,448 thousand HKD from the disposal of financial assets at fair value through profit or loss; previously, as of March 31, 2024, the Group held approximately 8,984 thousand HKD in financial assets, representing about 10.5% of total assets - As of September 30, 2024, the Group had disposed of all financial assets and realized a gain of approximately 1,448,000 HKD from the disposal of financial assets at fair value through profit or loss[103] Details of Disposed Financial Assets | Metric | Value | | :------------------------------------------ | :--------- | | Share name | HKEX | | Number of securities disposed | 39,440 | | Approximate percentage of total issued share capital of the invested company | 0.0031% | | Fair value as of March 31, 2024 (thousand HKD) | 8,984 | | Approximate percentage of Group's total assets as of March 31, 2024 | 10.5% | Liquidity and Financial Resources As of September 30, 2024, the Group's current assets were 27,304 thousand HKD, current liabilities were 8,528 thousand HKD, cash and cash equivalents increased to 12,545 thousand HKD, maintaining a sound liquidity position with 10,200 thousand HKD in unused bank facilities - As of September 30, 2024, the Group had current assets of approximately 27,304,000 HKD (March 31, 2024: 31,370,000 HKD) and current liabilities of approximately 8,528,000 HKD (March 31, 2024: 12,639,000 HKD)[107] - As of September 30, 2024, the Group's cash and cash equivalents amounted to approximately 12,545,000 HKD (March 31, 2024: 3,811,000 HKD)[107] - As of September 30, 2024, the Group had unused bank facilities of approximately 10,200,000 HKD[107] Contingent Liabilities As of September 30, 2024, the Group had no significant contingent liabilities - As of September 30, 2024, the Group had no significant contingent liabilities (March 31, 2024: nil)[108] Foreign Exchange Risk The Group's operations are largely based in Hong Kong and denominated in HKD and USD, with no current foreign exchange hedging policy, but the Board continuously monitors risks and will consider hedging when necessary - The Group's operations are largely based in Hong Kong and denominated in HKD and USD[109] - The Group currently has no foreign exchange hedging policy; however, the Directors continuously monitor relevant foreign exchange risks and will consider hedging significant foreign exchange risks when necessary[109] Dividends The Board declared a second interim dividend of 0.02 HKD per share for the period ended September 30, 2024, with no dividend declared in the prior period - The Board declared a second interim dividend of 0.02 HKD per share for the period ended September 30, 2024 (2023: nil)[110] Capital Commitments As of September 30, 2024, the Group had no significant capital commitments - As of September 30, 2024, the Group had no significant capital commitments (March 31, 2024: nil)[111] Capital Structure The capital structure remained unchanged during the period, primarily comprising bank balances and cash, and equity attributable to owners of the Company; management regularly reviews and balances the capital structure through dividends, new share issues, or debt - The capital structure remained unchanged during the period[113] - The Group's capital structure comprises bank balances and cash, and equity attributable to owners of the Company (including issued share capital and reserves)[113] Significant Acquisitions or Disposals and Material Investments The Group had no significant acquisitions or disposals of subsidiaries or associates during the period, and held no material investments as of September 30, 2024, other than financial asset investments - The Group had no significant acquisitions or disposals of subsidiaries or associates during the period[114] - Other than those disclosed in the 'Financial Asset Investments' section above, the Group held no material investments as of September 30, 2024[114] Employees and Remuneration Policy As of September 30, 2024, the Group employed 101 full-time employees, a decrease from 109 as of March 31, 2024; remuneration, promotion, and salary increments are assessed based on employee performance, professional experience, and market practice - As of September 30, 2024, the Group employed 101 (March 31, 2024: 109) full-time employees[115] - The Group assesses employee remuneration, promotion, and salary increments based on individual employee and Group performance, professional and work experience, and by reference to prevailing market practices and standards[115] Outlook Facing economic downturn, weak consumer sentiment, geopolitical and interest rate uncertainties, the Group will maintain a cautious approach to business management, focusing on consolidating strengths, improving operational efficiency, and actively exploring new business opportunities to diversify revenue streams and create long-term shareholder returns - Challenges from economic downturn and weak consumer sentiment continue to shroud Hong Kong's business environment, with geopolitical and interest rate uncertainties persistently affecting the local economy[117] - The Group will continue to adopt a cautious approach in managing its business and operations[117] - The Group will actively explore new business opportunities to enhance its business model and broaden its revenue streams, aiming to optimize and create long-term returns for shareholders[117] Other Information Second Interim Dividend and Closure of Register of Members The Board resolved to declare a second interim dividend of 0.02 HKD per share, payable to shareholders on the register of members on December 18, 2024; to determine eligibility, the register of members will be closed from December 16 to December 18, 2024 - The Board resolved to declare a second interim dividend of 0.02 HKD per share for the six months ended September 30, 2024[119] - To determine the entitlement to the second interim dividend, the Company's register of members will be closed from Monday, December 16, 2024, to Wednesday, December 18, 2024 (both dates inclusive)[119] Purchase, Sale or Redemption 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 period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period[120] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of September 30, 2024, the Cheung brothers (Cheung King Shek, Cheung King Shan, Cheung King Chuen, Cheung King Fung) each held beneficial owner interests, trust beneficiary interests, and joint interests in the Company's shares, totaling approximately 5.92% to 51.43% of the issued shares, and were deemed to have 100% interest in several associated corporations Directors' Long Positions in the Company's Shares (As of September 30) | Director's Name | Capacity | Number of issued ordinary shares held | Approximate percentage of the Company's issued shares | | :-------------- | :------------------------- | :------------------------------------ | :------------------------------------ | | Mr. Cheung King Shek | Beneficial owner | 6,528,000 | 5.09% | | | Beneficiary of a trust | 66,000,000 | 51.43% | | | Interest held jointly with others | 1,384,000 | 1.08% | | Mr. Cheung King Shan | Beneficial owner | 7,008,000 | 5.46% | | | Beneficiary of a trust | 66,000,000 | 51.43% | | | Interest held jointly with others | 1,384,000 | 1.08% | | Mr. Cheung King Chuen | Beneficial owner | 6,748,000 | 5.26% | | | Beneficiary of a trust | 66,000,000 | 51.43% | | | Interest held jointly with others | 1,384,000 | 1.08% | | Mr. Cheung King Fung | Beneficial owner | 6,748,000 | 5.92% | | | Beneficiary of a trust | 66,000,000 | 51.43% | | | Interest held jointly with others | 1,384,000 | 1.08% | - The Cheung brothers are each deemed to have 100% interest in associated corporations such as Amazing Gain Limited and its wholly-owned subsidiaries[124][125] - The Cheung brothers are beneficiaries of the Cheung Kung Wing Family Trust, and are therefore each deemed to have an interest in the shares of the Company held by the Cheung Kung Wing Family Trust[129] Standard Code for Securities Transactions by Directors 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, and all directors confirmed compliance during the period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules as its own code of conduct regarding securities transactions by Directors[134] - During the period, specific enquiries were made to all incumbent Directors, and all Directors confirmed that they had complied with the required standards of dealing throughout the period[134] Directors' Interests in Competing Businesses As of September 30, 2024, none of the Directors or their respective close associates had any direct or indirect interest in any business that competes or is likely to compete with the Group's business - As of September 30, 2024, none of the Directors or their respective close associates had any direct or indirect interest in any business that competes or is likely to compete with the Group's business[135] Update on Directors' Information Pursuant to Rule 13.51B(1) of the Listing Rules There are no changes to the Company's Directors' information requiring disclosure in this report since the date of the Company's most recently published 2023/24 annual report - There are no changes to the Company's Directors' information requiring disclosure in this report since the date of the Company's most recently published 2023/24 annual report[136] Substantial Shareholders' Interests and Short Positions in Shares, Underlying Shares and Debentures As of September 30, 2024, East-Asia Pacific Limited, Amazing Gain Limited, and HSBC International Trustee Limited each held 66,000,000 ordinary shares, representing approximately 51.43% of the issued shares; additionally, Ms. Tang Fung Yin and Ms. Yeung Ho Ki were deemed to hold 57.99% and 58.45% of shares, respectively, due to spousal interests Substantial Shareholders' Long Positions in the Company's Shares (As of September 30) | Name | Capacity/Nature of interest | Number of issued ordinary shares held | Approximate percentage of the Company's issued shares | | :-------------------------------- | :-------------------------------- | :------------------------------------ | :------------------------------------ | | East-Asia Pacific Limited | Beneficial owner | 66,000,000 | 51.43% | | Amazing Gain Limited | Interest in a controlled corporation | 66,000,000 | 51.43% | | HSBC International Trustee Limited | Trustee (other than a bare trustee) | 66,000,000 | 51.43% | | Ms. Tang Fung Yin | Interest of spouse | 74,424,000 | 57.99% | | Ms. Yeung Ho Ki | Interest of spouse | 75,018,000 | 58.45% | - Ms. Tang Fung Yin and Ms. Yeung Ho Ki, spouses of Mr. Cheung King Shan and Mr. Cheung King Fung respectively, held 74,424,000 shares and 75,018,000 shares respectively, and are each deemed to have an interest in the shares held by Mr. Cheung King Shan and Mr. Cheung King Fung[137] Corporate Governance Practices The Company has adopted the Corporate Governance Code and strives to enhance transparency and accountability, having complied with applicable code provisions during the reporting period, except for a deviation from code provision D.1.2 regarding monthly updates to the Board by management - The Board values the importance and benefits of good corporate governance practices and has adopted certain corporate governance and disclosure practices to enhance transparency and accountability[140] - During the reporting period, the Company complied with the applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules, save for a deviation from code provision D.1.2[140] - The Group's Chief Executive Officer and Chief Financial Officer have provided and will continue to provide all Board members with updates on any significant changes in the Company's performance, position, and prospects, which is considered sufficient to provide the Board with a general update on the Company[140] Audit Committee The Board has established an Audit Committee, comprising all independent non-executive directors, responsible for reviewing and monitoring financial reporting procedures and internal controls; the Audit Committee, together with the Board, has reviewed and approved the Group's unaudited condensed consolidated interim financial information for the six months ended September 30, 2024 - The Board has established an Audit Committee in accordance with the Listing Rules to review and monitor the Company's financial reporting procedures and internal controls[142] - The Audit Committee comprises all independent non-executive Directors of the Company, namely Mr. Fong Ping, Ms. Kwok Yuen Man, and Mr. Cho Ka Yee (who is the chairman of the Audit Committee)[142] - The Audit Committee, together with the Board, has reviewed and approved the Group's unaudited condensed consolidated interim financial information for the six months ended September 30, 2024[142]