环球战略集团(08007) - 2025 - 中期财报

GEM Market Features The GEM market targets small and medium-sized companies, entailing higher investment risks that investors should understand and consider carefully - The GEM market is positioned for small and medium-sized companies, carrying higher investment risks that investors should understand and consider carefully[4] - Hong Kong Exchanges and Clearing Limited and the Stock Exchange are not responsible for this report's content; directors jointly and individually bear full responsibility, confirming the report is accurate, complete, and not misleading[4] Unaudited Condensed Consolidated Interim Results Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended March 31, 2025, the Group's revenue and gross profit significantly increased, and despite higher finance costs and income tax expenses, the loss for the period narrowed substantially from HKD 7,022 thousand to HKD 957 thousand | Indicator | As of March 31, 2025 (HKD thousands) | As of March 31, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 167,749 | 109,660 | +58,089 | +52.97% | | Cost of Sales | (141,750) | (91,607) | (50,143) | +54.74% | | Gross Profit | 25,999 | 18,053 | +7,946 | +44.01% | | Profit/(Loss) from Operations | 7,162 | (3,915) | +11,077 | N/A | | Profit/(Loss) Before Tax | 3,231 | (7,353) | +10,584 | N/A | | Income Tax (Expense)/Credit | (4,188) | 331 | (4,519) | N/A | | Loss for the Period | (957) | (7,022) | +6,065 | -86.37% | | Loss for the Period Attributable to Owners of the Company | (8,798) | (7,746) | (1,052) | +13.58% | | Basic Loss Per Share (HK cents) | (1.93) | (1.70) | (0.23) | +13.53% | Unaudited Condensed Consolidated Statement of Financial Position As of March 31, 2025, the Group's non-current assets slightly increased, but both current assets and net current liabilities deteriorated, expanding net current liabilities to HKD 121,762 thousand, indicating challenging financial conditions | Indicator | As of March 31, 2025 (HKD thousands) | As of September 30, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Non-current Assets | 296,259 | 281,309 | +14,950 | +5.31% | | Current Assets | 40,380 | 57,184 | (16,804) | -29.38% | | Current Liabilities | 162,142 | 161,251 | +891 | +0.55% | | Net Current Liabilities | (121,762) | (104,067) | (17,695) | +17.00% | | Total Equity | 77,672 | 83,619 | (5,947) | -7.11% | Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended March 31, 2025, total equity attributable to owners of the Company further decreased from HKD (12,075) thousand to HKD (21,964) thousand, primarily due to a total comprehensive loss of HKD (9,889) thousand for the period, while non-controlling interests increased | Indicator | As of October 1, 2024 (Audited) (HKD thousands) | As of March 31, 2025 (Unaudited) (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Total Equity Attributable to Owners of the Company | (12,075) | (21,964) | (9,889) | | Non-controlling Interests | 95,694 | 99,636 | +3,942 | | Total Equity | 83,619 | 77,672 | (5,947) | Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended March 31, 2025, net cash generated from operating activities significantly improved to HKD 19,661 thousand, but net cash used in investing activities substantially increased to HKD 44,170 thousand, primarily for deposits on property, plant and equipment and right-of-use assets, resulting in a HKD 11,024 thousand decrease in cash and cash equivalents at period-end | Indicator | As of March 31, 2025 (HKD thousands) | As of March 31, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 19,661 | (669) | +20,330 | | Net Cash Used in Investing Activities | (44,170) | (3,524) | (40,646) | | Net Cash Generated from Financing Activities | 13,485 | 3,977 | +9,508 | | Net Decrease in Cash and Cash Equivalents | (11,024) | (216) | (10,808) | | Cash and Cash Equivalents at End of Period | 7,968 | 8,972 | (1,004) | - Investment cash outflow significantly increased, primarily due to deposits for acquisition of property, plant and equipment of HKD 32,130 thousand and deposits for acquisition of right-of-use assets of HKD 4,010 thousand[10] Notes to the Unaudited Condensed Consolidated Financial Statements Basis of Preparation Financial statements are prepared under HKAS 34 and GEM Listing Rules, with consistent accounting policies; despite period loss and net current liabilities, directors adopted a going concern basis due to a major shareholder's commitment for continuous financial support - The Group recorded a net loss of HKD 957 thousand and had net current liabilities of HKD 121,762 thousand for the six months ended March 31, 2025[11] - Major shareholder and director Mr Wu Guoming has agreed to provide sufficient funds to the Group to support its continuous operation[12] - Financial information is prepared on a going concern basis, but if the Group cannot continue as a going concern, adjustments for asset impairment, liability provisions, and asset/liability reclassification would be required[13] Adoption of New and Revised Hong Kong Financial Reporting Standards The Group first applied new and revised HKFRSs from October 1, 2024, with no significant impact on current or comparative interim financial statements, while management assesses the potential effects of HKFRS 18 on future financial reporting - New and revised standards adopted in the current period had no material impact on the financial statements[14] - The HKICPA's amendment to HKAS 21, concerning currency convertibility and exchange rate usage, is not expected to have a material impact on the consolidated financial statements[15] - HKFRS 18, effective January 1, 2027, will introduce significant changes to profit or loss statement structure, management-defined performance measures disclosure, and information aggregation classification, with management currently assessing its impact[17] Segment Information The Group operates two reportable segments: natural gas business and sales and leasing business; for the six months ended March 31, 2025, natural gas revenue significantly grew and generated profit, while sales and leasing revenue decreased and incurred a loss | Segment | Revenue for the Six Months Ended March 31, 2025 (HKD thousands) | Revenue for the Six Months Ended March 31, 2024 (HKD thousands) | Revenue Change Rate | Segment Profit/(Loss) for the Six Months Ended March 31, 2025 (HKD thousands) | Segment Profit/(Loss) for the Six Months Ended March 31, 2024 (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | | Natural Gas Business | 163,845 | 104,470 | +56.83% | 14,617 | 534 | | Sales and Leasing Business | 3,904 | 5,190 | -24.80% | (4,338) | (1,833) | | Total | 167,749 | 109,660 | +52.97% | 10,279 | (1,299) | - Natural gas business includes investment in natural gas projects, sales of natural gas, natural gas cooking appliances and accessories, and pipeline installation[18] - Sales and leasing business includes providing sales and leasing services for steel support axial force servo systems and technical support[18] Revenue For the six months ended March 31, 2025, the Group's total revenue increased to HKD 167,749 thousand, primarily driven by natural gas sales, which grew from HKD 101,629 thousand to HKD 153,608 thousand, with service revenue also significantly increasing | Product/Service Line | As of March 31, 2025 (HKD thousands) | As of March 31, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Sales of Natural Gas | 153,608 | 101,629 | +51,979 | +51.14% | | Sales of Construction Materials | – | 523 | (523) | -100% | | Provision of Services | 13,287 | 4,109 | +9,178 | +223.37% | | Lease Income | 854 | 3,399 | (2,545) | -74.88% | | Total Revenue | 167,749 | 109,660 | +58,089 | +52.97% | - All revenue primarily originated from Mainland China (excluding Hong Kong)[22] - Most revenue from products and services is recognized over time, such as natural gas sales and technical support services[22] Income Tax Expense/(Credit) For the six months ended March 31, 2025, the Group's income tax expense was HKD 4,188 thousand, compared to a HKD 331 thousand credit in the prior period, mainly due to a significant increase in PRC corporate income tax, with Hong Kong subsidiaries incurring no tax due to no taxable profits | Indicator | As of March 31, 2025 (HKD thousands) | As of March 31, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Current Tax - PRC Corporate Income Tax | 4,684 | 199 | +4,485 | | Deferred Tax | (496) | (530) | +34 | | Total Income Tax Expense/(Credit) | 4,188 | (331) | +4,519 | - PRC subsidiaries are subject to a corporate income tax rate of 25%, with small and micro-sized enterprises eligible for preferential rates of 2.5% to 5%[24] - Hong Kong subsidiaries made no provision for Hong Kong profits tax due to no assessable profits[25] Loss for the Period For the six months ended March 31, 2025, the Group's loss for the period significantly narrowed to HKD 957 thousand from HKD 7,022 thousand in the prior period, driven by increased other income and gains, reduced selling and distribution costs, and lower general and administrative expenses, despite higher finance costs | Item | As of March 31, 2025 (HKD thousands) | As of March 31, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Bank Interest Income | (14) | (8) | (6) | | Government Grants | (2) | – | (2) | | Others | (143) | – | (143) | | Total Other Income | (159) | (19) | (140) | | Item | As of March 31, 2025 (HKD thousands) | As of March 31, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Gain on Disposal of Right-of-Use Assets | (384) | (160) | (224) | | Total Other Gains and Losses | (384) | (150) | (234) | | Item | As of March 31, 2025 (HKD thousands) | As of March 31, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Interest on Bank and Other Borrowings | 2,289 | 2,517 | (228) | | Interest on Convertible Bonds | 1,606 | 759 | +847 | | Interest on Lease Liabilities | 36 | 162 | (126) | | Total Finance Costs | 3,931 | 3,438 | +493 | Dividends The Board does not recommend paying any dividends for the six months ended March 31, 2025, consistent with the prior period - No dividend is recommended for the six months ended March 31, 2025[29] Loss Per Share For the six months ended March 31, 2025, basic loss per share increased to 1.93 HK cents from 1.70 HK cents in the prior period, with no diluted loss per share presented due to the absence of potential ordinary shares | Indicator | As of March 31, 2025 (HK cents) | As of March 31, 2024 (HK cents) | Change (HK cents) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Basic Loss Per Share | (1.93) | (1.70) | (0.23) | +13.53% | - The weighted average number of ordinary shares used for calculating basic loss per share was 455,860 thousand shares[31] - No diluted loss per share is presented due to the absence of potential ordinary shares[32] Property, Plant and Equipment For the six months ended March 31, 2025, the Group acquired property, plant and equipment totaling approximately HKD 7,864 thousand, an increase from HKD 3,534 thousand in the prior period, with disposals amounting to approximately HKD 11 thousand - Acquisition of property, plant and equipment increased from HKD 3,534 thousand to HKD 7,864 thousand[33] - Proceeds from disposal of property, plant and equipment were nil (HKD 2 thousand in the prior period)[10] Trade and Bills Receivables As of March 31, 2025, net trade and bills receivables decreased to HKD 5,630 thousand from HKD 9,873 thousand as of September 30, 2024, with impairment losses increasing from HKD 8,374 thousand to HKD 8,922 thousand, while natural gas customers typically prepay, and other services have 30-180 day credit terms | Indicator | As of March 31, 2025 (HKD thousands) | As of September 30, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade Receivables | 14,151 | 17,128 | (2,977) | -17.38% | | Bills Receivables | 401 | 1,119 | (718) | -64.16% | | Less: Impairment Loss | (8,922) | (8,374) | (548) | +6.54% | | Net Amount | 5,630 | 9,873 | (4,243) | -42.97% | - Natural gas sales customers generally receive no credit period, with a few specific customers having an average credit period of 60 days[34] - Natural gas pipeline installation services have an average credit period of 180 days, while leasing business has an average credit period of 30 days[34] Prepayments, Deposits and Other Receivables As of March 31, 2025, total prepayments, deposits, and other receivables increased to HKD 22,745 thousand from HKD 17,113 thousand as of September 30, 2024, primarily due to higher prepayments | Item | As of March 31, 2025 (HKD thousands) | As of September 30, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Deposits | 4,532 | 4,322 | +210 | +4.86% | | Prepayments | 18,067 | 12,451 | +5,616 | +45.10% | | Others | 146 | 340 | (194) | -57.06% | | Total | 22,745 | 17,113 | +5,632 | +32.91% | Trade Payables As of March 31, 2025, total trade payables increased to HKD 4,814 thousand from HKD 3,980 thousand as of September 30, 2024, with natural gas suppliers typically requiring prepayment, while LNG suppliers offer 30-day credit, and other business suppliers have 60-180 day credit terms | Aging | As of March 31, 2025 (HKD thousands) | As of September 30, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | 0 to 90 days | 4,689 | 3,711 | +978 | +26.35% | | 91 to 180 days | – | 10 | (10) | -100% | | 181 to 365 days | – | 54 | (54) | -100% | | Over 365 days | 125 | 205 | (80) | -39.02% | | Total | 4,814 | 3,980 | +834 | +20.95% | - Natural gas suppliers typically require prepayment, LNG suppliers offer a 30-day credit period, and other business suppliers provide 60 to 180-day credit periods[37] Accruals and Other Payables As of March 31, 2025, total accruals and other payables decreased to HKD 51,104 thousand from HKD 56,101 thousand as of September 30, 2024, mainly due to reduced payables for property, plant and equipment and lower safety cost provisions | Item | As of March 31, 2025 (HKD thousands) | As of September 30, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Payables for Construction in Progress | 16,961 | 16,717 | +244 | +1.46% | | Receipts in Advance | 1,823 | 1,890 | (67) | -3.54% | | Payables for Property, Plant and Equipment | 13,996 | 15,935 | (1,939) | -12.17% | | Provision for Safety Costs | 4,905 | 6,339 | (1,434) | -22.62% | | Other Payables and Accruals | 13,419 | 15,220 | (1,801) | -11.83% | | Total | 51,104 | 56,101 | (4,997) | -8.91% | - Deposits received from independent third parties for the disposal of Group buildings are included in receipts in advance[39] Convertible Bonds As of March 31, 2025, total convertible bonds increased to HKD 46,723 thousand from HKD 37,258 thousand as of September 30, 2024, with current liabilities at HKD 20,563 thousand and non-current liabilities at HKD 26,160 thousand, carrying interest rates from 6% to 12% and maturing between 2024 and 2027 | Indicator | As of March 31, 2025 (HKD thousands) | As of September 30, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Convertible Bonds | 46,723 | 37,258 | +9,465 | +25.40% | | Current Liabilities | 20,563 | 15,621 | +4,942 | +31.64% | | Non-current Liabilities | 26,160 | 21,637 | +4,523 | +20.91% | - Convertible bonds carry annual interest rates ranging from 6% to 12%, with maturity dates from September 30, 2024, to February 27, 2027[40] - Accrued interest increased from HKD 1,974 thousand to HKD 3,289 thousand[40] Bank and Other Borrowings As of March 31, 2025, total bank and other borrowings increased to HKD 92,457 thousand from HKD 87,473 thousand as of September 30, 2024, with HKD 42,564 thousand due within one year, and interest rates ranging from 5.00% to 10.05%, exposing some borrowings to cash flow interest rate risk | Indicator | As of March 31, 2025 (HKD thousands) | As of September 30, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Secured Bank Borrowings | 69,696 | 56,702 | +12,994 | +22.92% | | Secured Other Borrowings | 22,761 | 30,771 | (8,010) | -26.03% | | Total | 92,457 | 87,473 | +4,984 | +5.70% | - Borrowings repayable within one year amounted to HKD 42,564 thousand, and those repayable after one year were HKD 49,893 thousand[43] - The effective interest rate for bank borrowings ranged from 5.00% to 10.05%[45] Share Capital As of March 31, 2025, the Company's authorized share capital was 8,000,000 thousand shares with a par value of HKD 0.01 each, totaling HKD 80,000 thousand, while issued and fully paid share capital remained unchanged at 455,860 thousand shares, amounting to HKD 4,559 thousand - Issued and fully paid share capital was 455,860 thousand shares, amounting to HKD 4,559 thousand, with no changes during the reporting period[47] Litigation Global Jin Yi Trading (Shenzhen) Co Ltd's lawsuit against a former director, concerning outstanding remuneration and building ownership, concluded with the Shenzhen court ruling the former director's evidence invalid on August 28, 2024, and upholding the first-instance judgment by dismissing the appeal on February 28, 2025 - The Shenzhen court ruled on August 28, 2024, that the evidence provided by the former director for the claim was invalid[48] - The former director's appeal was dismissed, and the first-instance judgment was upheld on February 28, 2025[48] Capital Commitments As of March 31, 2025, the Group's capital commitments decreased to HKD 12,641 thousand from HKD 14,515 thousand as of September 30, 2024, primarily related to the acquisition of property, plant and equipment and system and network development - Capital commitments decreased from HKD 14,515 thousand to HKD 12,641 thousand[49] - Capital commitments primarily relate to the acquisition of property, plant and equipment and system and network development[49] Related Party Transactions The Group has several related party transactions, including guarantees for bank borrowings, key management personnel compensation, and receivables/payables with a director's son, daughter-in-law, and a director-controlled company - Related parties provided guarantees for the Group's bank borrowings[50] - Key management personnel compensation (short-term benefits) decreased from HKD 807 thousand to HKD 598 thousand[51] | Related Party | Relationship | As of March 31, 2025 (HKD thousands) | As of September 30, 2024 (HKD thousands) | | :--- | :--- | :--- | :--- | | 吴夏晨 | Son of a Director of the Company | 1,105 (Receivable) | 1,145 (Receivable) | | Tang Xia | Daughter-in-law of a Director of the Company | (1,072) (Payable) | (1,112) (Payable) | | Shanghai Guangda Foundation Engineering Co Ltd | Controlled by a Director of the Company | (11,929) (Payable) | (8,033) (Payable) | Significant Events The Group's 25% equity interest in Yichang Biaodian (RMB 14.7 million) was frozen by the Changzhi City Supervision Commission of Shanxi Province; however, Chinese legal counsel believes this does not affect Yichang Biaodian's daily operations, the Group's control, or dividend income risk - The Group's 25% equity interest in Yichang Biaodian (RMB 14.7 million) was frozen by the Changzhi City Supervision Commission of Shanxi Province[53] - Chinese legal counsel believes the freezing action does not affect Yichang Biaodian's daily operations or the Group's control, and the risk to dividend income is low[53] - As of the reporting date, the Supervision Commission has not taken further action[53] Management Discussion and Analysis Financial and Business Review This section reviews the Group's key financial metrics and business performance for the reporting period, including revenue growth, reduced operating expenses, increased finance costs, and a significant narrowing of the loss for the period Revenue For the six months ended March 31, 2025, the Group's unaudited revenue significantly increased from HKD 109,660 thousand in the prior period to HKD 167,749 thousand, primarily driven by strong performance in the natural gas business segment - Revenue increased by 52.97% year-on-year, from HKD 109,660 thousand to HKD 167,749 thousand[57] - The natural gas business segment contributed approximately HKD 163,845 thousand in revenue[57] - The sales and leasing business segment contributed approximately HKD 3,904 thousand in revenue[57] Operating Expenses For the six months ended March 31, 2025, the Group's total operating expenses, including selling and distribution costs and general and administrative expenses, decreased from HKD 22,482 thousand to HKD 18,794 thousand in the prior period, mainly due to the reversal of excess safety production provision and reduced other operating costs - Total operating expenses decreased by 16.40% year-on-year, from HKD 22,482 thousand to HKD 18,794 thousand[58] - The decrease was due to the reversal of excess safety production provision recognized in the prior year and reduced other operating costs[58] Finance Costs For the six months ended March 31, 2025, the Group's finance costs increased to HKD 3,931 thousand from HKD 3,438 thousand in the prior period, primarily due to higher interest expenses from additional bank and other borrowings and convertible bonds, while the loss for the period significantly narrowed to HKD 957 thousand - Finance costs increased by 14.34% year-on-year, from HKD 3,438 thousand to HKD 3,931 thousand[59] - The increase was primarily due to higher interest from additional loans and convertible bonds[59] - Loss for the period significantly narrowed from HKD 7,022 thousand to HKD 957 thousand[59] Liquidity, Financial Resources and Capital Structure As of March 31, 2025, the Group's total borrowings increased to HKD 157,450 thousand, and the total debt-to-asset ratio rose to 192%, indicating increased financial leverage, with operations supported by internal cash flow, bank borrowings, and external financing, under continuous financial monitoring - Total borrowings increased from HKD 147,499 thousand to HKD 157,450 thousand[60] - The total debt-to-asset ratio increased from 152% to 192%[60] - Total borrowings include bank and other borrowings, amounts due to directors, convertible bonds, lease liabilities, amounts due to non-controlling shareholders of subsidiaries, and amounts due to related parties[60] Updates on Natural Gas Business For the six months ended March 31, 2025, natural gas sales volume increased by approximately 59% to 43,550,000 cubic meters; the expansion of Yichang High-tech Zone Baiyang Industrial Park and Yichang Biaodian's exclusive gas supply rights are expected to drive new customers and revenue growth, with Yichang Biaodian approved to invest approximately RMB 130 million in high-pressure gas pipelines and a pressure regulating station to meet future industrial gas demand - Natural gas sales volume increased by approximately 59%, reaching 43,550,000 cubic meters[61] - The expansion of Yichang High-tech Zone Baiyang Industrial Park attracted several large chemical enterprises, with Yichang Biaodian benefiting from exclusive gas supply rights[61] - Yichang Biaodian was approved to construct two sections of high-pressure gas pipelines (totaling approximately 23.33 kilometers) and a pressure regulating station, with a total investment of approximately RMB 130 million[61] Litigation The Group's litigation with a former director concluded on February 28, 2025, with the Shenzhen court dismissing the former director's appeal and upholding the first-instance judgment that the evidence provided for the claim was invalid - The Shenzhen court ruled on August 28, 2024, that the evidence provided by the former director for the claim was invalid[63] - The former director's appeal was dismissed on February 28, 2025, upholding the first-instance judgment[64] Pledged Assets As of March 31, 2025, the Group pledged exclusive natural gas supply rights (approximately HKD 83,089 thousand) and certain property, plant and equipment (approximately HKD 30,949 thousand) for bank and other borrowings, and also pledged a property of approximately HKD 1,464 thousand for an advance - Pledged exclusive natural gas supply rights of approximately HKD 83,089 thousand and property, plant and equipment of approximately HKD 30,949 thousand for bank and other borrowings[65] - Pledged a property of approximately HKD 1,464 thousand to secure an advance of RMB 100,000[65] Dividends The Board does not recommend paying an interim dividend for the six months ended March 31, 2025, consistent with the prior period - No interim dividend is recommended for the six months ended March 31, 2025[66] Contingent Liabilities As of March 31, 2025, the Group had no other significant contingent liabilities - As of March 31, 2025, the Group had no significant contingent liabilities[67] Capital Commitments As of March 31, 2025, the Group's capital commitments were approximately HKD 12,641 thousand, a decrease from HKD 14,515 thousand as of September 30, 2024 - Capital commitments decreased from HKD 14,515 thousand to HKD 12,641 thousand[68] Prospects Management is optimistic about future economic recovery, expecting positive impacts on natural gas and sales and leasing businesses, with the Group cautiously pursuing new M&A and business expansion to sustain growth and profitability - Management anticipates an orderly economic recovery in the coming year, positively impacting core businesses[69] - The natural gas business is expected to continue revenue growth, benefiting from the Yichang High-tech Zone Baiyang Industrial Park expansion project and exclusive gas supply rights[70] - The sales and leasing business is expected to benefit from increased infrastructure construction and renovation projects driven by national economic development[71] Significant Events The Group's 25% equity interest in Yichang Biaodian was frozen by the Changzhi City Supervision Commission of Shanxi Province; Chinese legal counsel believes that despite the freeze, Yichang Biaodian's daily operations and the Group's control remain unaffected, with low risk to dividend income - The Group's 25% equity interest in Yichang Biaodian (RMB 14.7 million) was frozen by the Changzhi City Supervision Commission of Shanxi Province[72] - Chinese legal counsel believes the freezing action does not affect Yichang Biaodian's daily operations or the Group's control, and the risk to dividend income is low[74] Events After the Reporting Period The Board proposes a share consolidation (10 existing shares into 1 consolidated share) and a rights issue of up to 182,344,000 rights shares at HKD 0.28 per share on the basis of four rights shares for every one consolidated share held, aiming to raise approximately HKD 51.1 million, subject to shareholder approval - The Board proposes a share consolidation, where every 10 existing shares will be consolidated into 1 consolidated share[75] - A rights issue is proposed, offering up to 182,344,000 rights shares at a subscription price of HKD 0.28 per share, on the basis of four rights shares for every one consolidated share held, aiming to raise approximately HKD 51.1 million[75] - The share consolidation and rights issue require shareholder approval by June 11, 2025[76] Exchange Rate Fluctuation Risk The Group's foreign exchange risk is limited as most transactions, assets, and liabilities are denominated in HKD and RMB; no financial instruments are used to hedge RMB exchange risk, which will be continuously monitored - The Group's foreign exchange risk is limited as most transactions, assets, and liabilities are denominated in HKD and RMB[77] - No financial instruments have been entered into to hedge RMB exchange risk, which will be continuously monitored[77] Human Resources and Remuneration Policies of the Group As of March 31, 2025, the Group's employee count increased to 64; remuneration policies, based on market terms, performance, qualifications, and experience, include monthly salaries, bonuses, retirement benefits, and medical plans, with a Human Resources and Remuneration Committee established - Employee headcount increased from 51 to 64[78] - Remuneration policies are based on market terms, employee performance, qualifications, and experience, including monthly salaries, bonuses, retirement benefit schemes, medical plans, and share option schemes[78] - A Human Resources and Remuneration Committee has been established[78] Material Investments Held For the six months ended March 31, 2025, the Group held no material investments - The Group held no material investments[79] Material Acquisitions or Disposals For the six months ended March 31, 2025, the Group did not undertake any material acquisitions or disposals of subsidiaries - The Group did not undertake any material acquisitions or disposals of subsidiaries[80] Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or its Associated Corporations As of March 31, 2025, Mr Wu Guoming, a director, held a long position of 16,237,500 shares, representing 3.56% of the Company's total equity; no other directors or chief executives held disclosable interests or short positions in shares, underlying shares, or debentures | Director/Chief Executive | Number of Shares Held (shares) | Long/Short Position | Percentage of Interest | | :--- | :--- | :--- | :--- | | Mr Wu Guoming | 16,237,500 | Long Position (L) | 3.56% | - Apart from Mr Wu Guoming, no other directors or chief executives held disclosable interests or short positions[81] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company As of March 31, 2025, no other persons, apart from the Company's directors or chief executive, held disclosable interests or short positions in shares or underlying shares under the Securities and Futures Ordinance - No other substantial shareholders or persons, apart from the Company's directors or chief executive, held disclosable interests or short positions in shares or underlying shares[82] Competing Business Interests For the six months ended March 31, 2025, no directors, controlling shareholders, or their close associates held any business or interest competing or potentially competing with the Group's business, nor were there any other conflicts of interest - No directors, controlling shareholders, or their close associates had competing business interests or conflicts of interest[83] Share Option Scheme The Group adopted a share option scheme on August 20, 2020; for the six months from October 1, 2024, to March 31, 2025, no share options were granted, exercised, cancelled, or lapsed, with 45,586,000 share options available for grant at period-end - The share option scheme was adopted on August 20, 2020[84] - No share options were granted, exercised, cancelled, or lapsed during the reporting period[84] - As of March 31, 2025, the total number of share options available for grant was 45,586,000[84] Purchase, Sale or Redemption of Securities For the six months from October 1, 2024, to March 31, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any listed securities - During the reporting period, neither the Company nor its subsidiaries purchased, sold, or redeemed any listed securities[85] Corporate Governance Practices The Group is committed to maintaining high corporate governance standards and complies with all code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, with a deviation regarding the unseparated roles of Chairman and Chief Executive, for which the Board is actively seeking suitable candidates - The Company complies with all code provisions of the Corporate Governance Code[86] - The deviation is that the roles of Chairman and Chief Executive are not separated, with no Chairman appointed since April 19, 2018, and no Chief Executive appointed since April 29, 2024[87] - The Board will continue to review and identify suitable candidates for the roles of Chairman and Chief Executive[87] Directors' Securities Transactions The Company has adopted the required standard of dealings under the GEM Listing Rules as the code of conduct for directors' securities transactions; all directors confirmed compliance with this standard for the six months from October 1, 2024, to March 31, 2025 - The Company has adopted the required standard of dealings as the code of conduct for directors' securities transactions[88] - All directors confirmed compliance with the required standard of dealings during the reporting period[88] Audit Committee The Audit Committee, established under the GEM Listing Rules, has reviewed and provided its opinion on the Group's unaudited condensed consolidated financial statements for the six months ended March 31, 2025, and this interim report - The Audit Committee has been established and reviewed the interim financial statements and this interim report[89] - Its primary responsibilities include reviewing annual reports, financial statements, interim reports, and risk management and internal control systems[89] Approval of Financial Statements The Board approved and authorized the publication of the interim financial statements on May 30, 2025 - The interim financial statements were approved and authorized for publication by the Board on May 30, 2025[56]