理文化工(00746) - 2025 - 中期财报

Corporate Information This section provides details on the company's board of directors, committees, and administrative contact information Board of Directors and Committees This section lists the composition of the company's board, including executive, non-executive, and independent non-executive directors, as well as members of the Audit, Remuneration, and Nomination Committees - The Board of Directors includes Chairperson Ms. Wai Siu Kee, CEO Mr. Lee Man Yuen as executive directors, Professor Chan Sun Chi as a non-executive director, and Mr. Wan Chi Keung, Mr. Hing Ka Wai, and Mr. Wong King Wai as independent non-executive directors[4] - Mr. Hing Ka Wai chairs both the Audit Committee and Remuneration Committee, while Ms. Wai Siu Kee chairs the Nomination Committee, with all committee members being independent non-executive or executive directors[4][5] Company Administration and Contacts This section provides the company's administrative contact information, including the company secretary, authorized representatives, registered office, Hong Kong headquarters, principal bankers, auditor, share registrar, and website - The Company Secretary is Mr. Hung Siu Yin, and authorized representatives are Ms. Wai Siu Kee and Mr. Hung Siu Yin[5][6] - The company's registered office is in the Cayman Islands, with its Hong Kong headquarters and principal place of business located in Electric Road, North Point, Hong Kong[5][7] - The auditor is Deloitte Touche Tohmatsu, and the Hong Kong share registrar is Tricor Investor Services Limited[8][9] Interim Results This section presents the condensed consolidated financial statements for the six months ended June 30, 2025, including profit or loss, financial position, equity changes, and cash flows Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, group revenue slightly decreased, but gross profit and profit for the period significantly increased, with improved basic earnings per share, driven by cost control and foreign exchange differences Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | For the six months ended June 30, 2025 (thousand HKD) | For the six months ended June 30, 2024 (thousand HKD) | Year-on-year change (%) | | :----------------------- | :----------------------------------- | :----------------------------------- | :----------- | | Revenue | 1,931,959 | 1,989,690 | -2.9% | | Cost of sales | (1,230,588) | (1,414,476) | -13.0% | | Gross profit | 701,371 | 575,214 | +21.9% | | Profit before tax | 394,923 | 297,776 | +32.6% | | Profit for the period | 326,627 | 240,085 | +36.0% | | Other comprehensive income for the period | 93,111 | 283 | +32890.1% | | Total comprehensive income for the period | 419,738 | 240,368 | +74.6% | | Basic earnings per share (HK cents) | 39.6 | 29.1 | +36.1% | - Other comprehensive income for the period significantly increased, primarily due to exchange differences on translation, rising from 615 thousand HKD in 2024 to 92,349 thousand HKD in 2025[11] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the group's financial position remained robust, with increases in total assets less current liabilities and net assets, and a significant rise in net current assets, indicating improved liquidity Condensed Consolidated Statement of Financial Position Key Data | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (%) | | :----------------------- | :----------------------- | :----------------------- | :------- | | Non-current assets | 5,911,794 | 5,809,033 | +1.8% | | Current assets | 1,403,568 | 1,387,410 | +1.2% | | Current liabilities | 974,661 | 1,146,176 | -14.9% | | Net current assets | 428,907 | 241,234 | +77.8% | | Total assets less current liabilities | 6,340,701 | 6,050,267 | +4.8% | | Non-current liabilities | 108,743 | 114,297 | -4.8% | | Net assets | 6,231,958 | 5,935,970 | +5.0% | | Total equity | 6,231,958 | 5,935,970 | +5.0% | - Bank borrowings within current liabilities decreased from 587,937 thousand HKD as of December 31, 2024, to 418,601 thousand HKD as of June 30, 2025, indicating a reduction in short-term debt burden[13] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the group's total equity increased due to profit for the period and an increase in exchange reserves, also reflecting dividend distributions and transfers to non-distributable and safety fund reserves Condensed Consolidated Statement of Changes in Equity Key Data | Indicator | January 1, 2025 (thousand HKD) | June 30, 2025 (thousand HKD) | Change (thousand HKD) | | :------------------- | :-------------------- | :-------------------- | :------------ | | Total equity | 5,935,970 | 6,231,958 | +295,988 | | Profit for the period | - | 326,627 | +326,627 | | Other comprehensive income for the period | - | 93,111 | +93,111 | | Dividends recognized as distribution | - | (123,750) | -123,750 | | Transfer to non-distributable reserves | - | 41,044 | +41,044 | | Transfer to safety fund reserves | - | 10,387 | +10,387 | | Release from safety fund reserves | - | (9,357) | -9,357 | - According to relevant Chinese laws, foreign-invested enterprises must transfer at least 10% of their after-tax profit to non-distributable reserves until the reserve reaches 50% of the registered capital[22][24] - Some subsidiaries are required to accrue safety fund reserves based on sales revenue[23][25] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities slightly decreased, but net cash outflow from investing activities reduced, and net cash outflow from financing activities also slightly decreased, leading to a significantly narrowed net decrease in cash and cash equivalents Condensed Consolidated Statement of Cash Flows Key Data | Indicator | For the six months ended June 30, 2025 (thousand HKD) | For the six months ended June 30, 2024 (thousand HKD) | Year-on-year change (%) | | :----------------------- | :----------------------------------- | :----------------------------------- | :----------- | | Net cash from operating activities | 583,075 | 606,222 | -3.8% | | Net cash used in investing activities | (282,179) | (351,096) | -19.6% | | Net cash used in financing activities | (307,315) | (310,630) | -1.1% | | Net decrease in cash and cash equivalents | (6,419) | (55,504) | -88.4% | | Cash and cash equivalents at end of period | 203,434 | 208,401 | -2.4% | - Payments for the acquisition of property, plant, and equipment significantly decreased from 295,666 thousand HKD in 2024 to 167,468 thousand HKD in 2025[27] - New bank borrowings amounted to 332,106 thousand HKD, while repayment of bank borrowings was 503,930 thousand HKD[27] Notes to the Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements, covering basis of preparation, accounting policies, revenue classification, segment information, other income and expenses, income tax, profit for the period, dividends, earnings per share, asset and liability details, capital commitments, related party transactions, and share option scheme 1. Basis of Preparation - 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 Hong Kong Stock Exchange Listing Rules[28][32] - The company's functional currency is RMB, but due to its listing on the Hong Kong Stock Exchange, the condensed consolidated financial statements are presented in HKD[29][32] 2. Accounting Policies - The condensed consolidated financial statements are prepared on a historical cost basis, except for certain derivative financial instruments and investment properties measured at fair value[30][33] - The accounting policies and methods of computation for the six months ended June 30, 2025, are consistent with those adopted in the financial statements for the year ended December 31, 2024[30][33] - The revised Hong Kong Financial Reporting Standards (HKAS 21 "Lack of Exchangeability") adopted for the first time in the current period had no significant impact on the group's financial position and performance[31][34] 3. Revenue Revenue Classification (thousand HKD) | Product Category | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :----------------------- | :-------------------- | :-------------------- | | Caustic soda | 882,965 | 798,288 | | Methane chloride | 414,123 | 457,431 | | Fluorochemical products | 164,912 | 133,091 | | Hydrogen peroxide | 128,494 | 188,876 | | Liquid chlorine | 1,830 | 8,010 | | Polymer materials | 193,629 | 230,974 | | Styrene-acrylic sizing agent | 31,728 | 49,657 | | Lithium battery additives | 10,334 | 1,190 | | Others | 102,255 | 101,337 | | Manufacturing and sales of chemical products | 1,930,270 | 1,968,854 | | Property sales | – | 18,994 | | Rental income | 1,689 | 1,842 | | Total revenue | 1,931,959 | 1,989,690 | - All of the group's revenue from customer contracts is recognized at a point in time, with chemical product revenue recognized when goods arrive at the customer's designated location, and property sales revenue recognized when the customer obtains control of the completed property[38][39][41][42][43] 4. Segment Information - The group primarily operates in two segments: Chemicals (manufacturing and sales of chemical products) and Property (property development and sales, properties held for rental, and provision of related property services)[47] Operating Segment Results (thousand HKD) | Segment | Revenue for the six months ended June 30, 2025 | Segment results for the six months ended June 30, 2025 | Revenue for the six months ended June 30, 2024 | Segment results for the six months ended June 30, 2024 | | :----- | :-------------------- | :-------------------- | :-------------------- | :-------------------- | | Chemicals | 1,930,270 | 418,108 | 1,968,854 | 298,997 | | Property | 1,689 | (495) | 20,836 | 1,645 | | Consolidated | 1,931,959 | 417,613 | 1,989,690 | 300,642 | - Both of the group's operating segments are located in China, with the vast majority of revenue from external customers and non-current assets originating from China[54][55] - For the six months ended June 30, 2025, the Chemicals segment's depreciation expense was 54,249 thousand HKD, and amortization expense was 1,313 thousand HKD[56] 5. Other Income and Expenses Other Income and Expenses (thousand HKD) | Item | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :----------- | :-------------------- | :-------------------- | | Government subsidies | 11,375 | 21,834 | | Net income from electricity and steam | 4,284 | 2,295 | | Bank interest income | 3,234 | 3,056 | | Rental income | 1,742 | 1,774 | | Others | 1,870 | 3,193 | | Scrap income | – | 384 | | Interest income from joint ventures | – | 169 | | Total | 22,505 | 32,705 | 6. Other Gains or Losses Other Gains or Losses (thousand HKD) | Item | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :----------------------- | :-------------------- | :-------------------- | | Net change in fair value of derivative financial instruments | (1,311) | – | | Net loss on disposal of property, plant and equipment | (1,236) | (1,178) | | Total | (2,547) | (1,178) | 7. Income Tax Expense Income Tax Expense Components (thousand HKD) | Item | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :----------------------- | :-------------------- | :-------------------- | | China corporate income tax | 71,860 | 69,356 | | China land appreciation tax | – | 420 | | Withholding tax on dividend income | 8,982 | 7,096 | | Hong Kong profits tax | – | 64 | | Over-provision of China corporate income tax in prior years | (2,063) | (12,070) | | Deferred tax | (10,483) | (7,175) | | Total | 68,296 | 57,691 | - Chinese subsidiaries are subject to a 25% tax rate, with high-tech enterprises enjoying a 15% preferential tax rate[62][63][66] - Hong Kong profits tax is calculated at 16.5% on estimated assessable profits[65][67] 8. Profit for the Period Profit for the Period Components (thousand HKD) | Item | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :----------------------- | :-------------------- | :-------------------- | | Total staff costs | 183,428 | 187,618 | | Finance costs | 9,508 | 13,154 | | Cost of inventories recognized as expense | 1,230,588 | 1,414,476 | | Impairment of inventories | 9,369 | 3,684 | | Total depreciation and amortization | 205,581 | 199,591 | | Gross rental income from investment properties | (1,689) | (1,842) | - Profit for the period is stated after deducting (crediting) directors' emoluments of 8,428 thousand HKD (2024: 7,635 thousand HKD) and other staff costs of 175,000 thousand HKD (2024: 179,983 thousand HKD)[69] 9. Dividends Dividends Paid and Declared (thousand HKD) | Dividend Type | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :----------------------- | :-------------------- | :-------------------- | | 2024 final dividend (15 HK cents per share) | 123,750 | – | | 2023 final dividend (14 HK cents per share) | – | 115,500 | | 2025 interim dividend (19.5 HK cents per share) | 160,875 | – | | 2024 interim dividend (14 HK cents per share) | – | 115,500 | - The Board resolved to declare an interim dividend of 19.5 HK cents per share for the six months ended June 30, 2025, an increase from 14 HK cents per share for the same period in 2024[71][74] 10. Earnings Per Share Earnings Per Share Calculation (HK cents) | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :----------- | :-------------------- | :-------------------- | | Basic earnings per share | 39.6 | 29.1 | | Diluted earnings per share | 39.5 | 29.1 | - Basic and diluted earnings per share are calculated based on profit for the period attributable to owners of the company of 326,627 thousand HKD (2024: 240,085 thousand HKD) and 825,000,000 issued shares[72] - For the six months ended June 30, 2025, the calculation of diluted earnings per share does not assume the exercise of the company's share options[77] 11. Additions to Property, Plant and Equipment - During the period, the group added approximately 214 million HKD in property, plant, and equipment to expand its business[77] 12. Inventories Inventories Components (thousand HKD) | Item | June 30, 2025 | December 31, 2024 | | :----------- | :------------ | :-------------- | | Raw materials and consumables | 431,691 | 428,461 | | Work in progress | 21,407 | 25,647 | | Finished goods | 205,458 | 146,832 | | Total | 658,556 | 600,940 | 13. Trade, Bills and Other Receivables - The group generally grants trade customers credit terms of 7 to 90 days[78] Trade, Bills and Other Receivables (thousand HKD) | Item | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :-------------- | | Trade receivables, at amortized cost | 205,685 | 209,621 | | Bills receivable, at fair value through other comprehensive income | 108,500 | 146,485 | | Prepayments and deposits to suppliers | 57,587 | 43,034 | | Value-added tax receivables | 42,694 | 56,529 | | Other receivables | 18,441 | 12,238 | | Total | 432,907 | 467,907 | 14. Trade, Bills and Other Payables - The average credit period for trade purchases is 7 to 45 days[80] Trade, Bills and Other Payables (thousand HKD) | Item | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :-------------- | | Trade payables | 155,056 | 157,586 | | Bills payable | 38,557 | – | | Accrued construction costs and accrued expenses | 127,172 | 185,835 | | Other payables | 125,932 | 126,370 | | Accrued value-added tax | 14,117 | 13,773 | | Other accrued expenses | 42,306 | 31,651 | | Total | 503,140 | 515,215 | | Non-current liabilities | 22,766 | 21,798 | | Current liabilities | 480,374 | 493,417 | - As of June 30, 2025, other payables include 15,512 thousand HKD of non-current deferred income from innovation and technology projects from the Chinese government[82] 15. Share Capital Share Capital Components (thousand HKD) | Item | Number of Ordinary Shares | Amount (thousand HKD) | | :----------- | :----------- | :------------ | | Authorized share capital | 5,000,000,000 | 500,000 | | Issued and fully paid share capital | 825,000,000 | 82,500 | 16. Capital Commitments Capital Commitments (thousand HKD) | Item | June 30, 2025 | December 31, 2024 | | :----------- | :------------ | :-------------- | | Acquisition of property, plant and equipment | 142,725 | 148,663 | 17. Connected and Related Party Transactions Major Connected and Related Party Transactions (thousand HKD) | Related Party | Nature of Transaction | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :----------------------- | :----------- | :-------------------- | :-------------------- | | Lee & Man Paper Manufacturing Limited and its subsidiaries | Electricity and steam charges paid | 43,804 | 43,475 | | | Sales of chemical products | 67,318 | 92,565 | | | Electricity and steam charges received | 45,114 | 56,290 | | | Rental income received | 1,532 | 1,632 | | | Loading and unloading charges paid | 5,435 | 5,309 | | Changshu Donggang Property Co., Ltd. (joint venture) | Management fees paid | 3,652 | 3,918 | | Ruichang Lee & Man Logistics Co., Ltd. (joint venture) | Wharf leasing fees paid | 1,285 | 1,308 | | Ruichang Wharf Thermal Power Co., Ltd. (associate) | Steam charges received | 13,774 | 10,652 | 18. Share Option Scheme - The company's share option scheme was adopted on July 14, 2017, to incentivize directors and eligible persons, and expired on June 12, 2026[89][93] - Mr. Lee Man Yuen was granted 82,500,000 share options with an exercise price of 3.72 HKD per share, exercisable from April 1, 2022, to March 31, 2027[91][92][96] - For the six months ended June 30, 2025, and 2024, the group did not recognize any share option-related expenses[97][99] 19. Review of Unaudited Interim Financial Information - The unaudited interim financial information for the six months ended June 30, 2025, has been reviewed by the company's Audit Committee with no disagreements[98][100] Interim Dividend The Board has declared an interim dividend of 19.5 HK cents per share for the six months ended June 30, 2025, expected to be paid around September 9, 2025 - The Board resolved to declare an interim dividend of 19.5 HK cents per share for the six months ended June 30, 2025[101][103] - The dividend will be paid to shareholders whose names appear on the register of members on August 25, 2025[101][103] - The interim dividend is expected to be paid on or about September 9, 2025[101][103] Closure of Register of Members To determine eligibility for the interim dividend, the company will suspend share transfer registration from August 21, 2025, to August 25, 2025 - Share transfer registration will be suspended from August 21, 2025, to August 25, 2025 (both dates inclusive)[102][104] - All transfer documents, accompanied by the relevant share certificates, must be lodged with the company's share registrar by 4:30 p.m. on August 20, 2025[102][104] Management Discussion and Analysis This section provides a comprehensive review of the group's business performance, financial position, and future outlook for the period Business Review For the six months ended June 30, 2025, group revenue slightly decreased, but profit for the period significantly grew by 36.0%, with improved gross and net profit margins; chemical business benefited from cost reductions, property business maintained stable rental income, and the group's financial position remained robust Business Review Key Financial Data | Indicator | H1 2025 | H1 2024 | Year-on-year change | | :----------- | :----------- | :----------- | :------- | | Revenue | 1.932 billion HKD | 1.990 billion HKD | -2.9% | | Profit for the period | 327 million HKD | 240 million HKD | +36.0% | | Gross profit margin | 36.3% | 28.9% | +7.4 percentage points | | Net profit margin | 16.9% | 12.1% | +4.8 percentage points | - The increase in gross profit for the chemical business was due to a significant decrease in energy costs and a decline in raw material prices[106][111] - The property business "Xin Yue Xi" has 11 residential units remaining for sale, with rental income of approximately 1.7 million HKD during the period[106][111] - The group's financial position is robust, with an interim net gearing ratio of 3.2%[107][112] Prospects Facing an uncertain global economic environment, the group will address challenges and seize opportunities by accelerating factory automation, developing high-end fluoropolymer production lines, expanding overseas sales channels, investing in R&D for high-value-added chemical products, and implementing sustainable development plans - The group will accelerate the implementation of automation in three factories to enhance cost-effectiveness and production efficiency[108][113] - Actively developing high-end fluoropolymer production lines in the new Jiangxi site and continuing to expand overseas sales channels[109][113] - Continuing to invest resources in R&D for diversified high-value-added chemical products to strengthen the product portfolio and achieve vertical integration of the production chain[110][113] - Actively promoting multiple sustainable development initiatives, including optimizing energy efficiency, conserving water resources, expanding green energy applications, significantly reducing carbon emissions, and building green factories[114][120] Results of Operation This section details the group's operating results for the six months ended June 30, 2025, including specific changes in revenue, selling and distribution expenses, administrative expenses, R&D costs, and finance costs, along with their primary reasons - For the six months ended June 30, 2025, the group's revenue was approximately 1.932 billion HKD, and profit for the period was approximately 327 million HKD, representing a 2.9% decrease and a 36.0% increase, respectively[115][121] - Basic earnings per share were 39.6 HK cents, compared to 29.1 HK cents in the same period last year[115][121] Revenue - Chemical business turnover was approximately 1.930 billion HKD, a slight decrease of 2.0% compared to the same period last year, with average selling prices of major products remaining similar to the prior year[116][122] Major Chemical Products Average Selling Price and Actual Production Volume | Product | H1 2025 Average Selling Price (RMB/tonne) | H1 2025 Actual Production Volume (ten thousand tonnes/thousand tonnes) | | :----------------------- | :--------------------------------- | :--------------------------------- | | Methane chloride | 2,600 (flat) | 211 thousand tonnes | | Caustic soda | 1,000 (up approx. 11%) | 310 thousand tonnes (100% basis) | | PTFE | 45,000 (flat) | 5 thousand tonnes | | Hydrogen peroxide | 700 (down approx. 22%) | 198 thousand tonnes (27.5%) | - Property business rental turnover was approximately 1.7 million HKD, with 11 unsold residential units remaining at period-end[119][123] Selling and Distribution Expenses Selling and Distribution Expenses (million HKD) | Indicator | H1 2025 | H1 2024 | Year-on-year change | | :----------- | :----------- | :----------- | :------- | | Selling and distribution expenses | 99 | 108 | -9.0 | | Percentage of total revenue | 5.1% | 5.4% | -0.3 percentage points | - The decrease in expenses was primarily due to reduced commission fees in property sales during the period[124][128] Administrative Expenses Administrative Expenses (million HKD) | Indicator | H1 2025 | H1 2024 | Year-on-year change | | :----------- | :----------- | :----------- | :------- | | Administrative expenses | 131 | 135 | -4.0 | | Percentage of total revenue | 6.8% | 6.8% | 0.0 percentage points | - The decrease in expenses was mainly due to a reduction in carbon emission fees after implementing carbon reduction measures[125][129] Research and Development Costs Research and Development Costs (million HKD) | Indicator | H1 2025 | H1 2024 | Year-on-year change | | :----------- | :----------- | :----------- | :------- | | Research and development costs | 83 | 55 | +28.0 | - The increase in R&D costs was primarily for optimizing process technology, improving quality of main products, and developing new chemical products to solidify market competitiveness[126][130] Finance Costs Finance Costs (million HKD) | Indicator | H1 2025 | H1 2024 | Year-on-year change | | :----------- | :----------- | :----------- | :------- | | Interest expense | 10 | 13 | -3.0 | - The decrease in interest expense was mainly due to a reduction in the average loan amount during the period[127][131] Liquidity, Financial Resources and Capital Structure The group's financial resources remained robust, with increases in total shareholders' equity and net current assets, and an improved current ratio; net debt and net debt to equity ratio significantly decreased, reflecting the group's active optimization of financing cost structure Liquidity and Capital Structure Key Data (billion HKD) | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :----------------------- | :------------ | :-------------- | :------- | | Total shareholders' equity | 6.232 | 5.936 | +5.0% | | Current assets | 1.404 | 1.387 | +1.2% | | Current liabilities | 975 million | 1.146 billion | -14.9% | | Current ratio | 1.44 | 1.21 | +19.0% | | Bank balances and cash | 283 million | 291 million | -2.7% | | Net debt | 201 million | 358 million | -43.9% | | Net debt to equity ratio | 3.23% | 6.03% | -2.8 percentage points | - The group actively optimized its financing cost structure across different currencies to respond to moderately declining interest rates[134][136] - The group will continue to maintain ample cash on hand and available bank credit facilities to meet capital commitments, working capital needs, and future investment development[134][136] Human Resources As of June 30, 2025, the group had approximately 1,900 employees, maintained competitive remuneration, and provided internal training and performance bonuses; the group maintained good employee relations, without significant labor disputes or recruitment difficulties - As of June 30, 2025, the group had approximately 1,900 employees[135][137] - Employee remuneration is maintained at a competitive level, reviewed annually, and internal training and performance-based bonuses are provided based on employee performance and group profitability[135][137] - The group maintains good employee relations and has not encountered any significant employee issues or operational disruptions due to labor disputes[135][137] Other Information This section covers arrangements for purchasing shares or debentures, directors' interests, substantial shareholders, and compliance with corporate governance codes Arrangements to Purchase Shares or Debentures Neither the company nor any of its subsidiaries participated in any arrangements during the period that would enable the company's directors to acquire benefits by purchasing shares or debentures of the company or any other body corporate - Neither the company nor any of its subsidiaries participated in any arrangements during the period that would enable directors to acquire benefits by purchasing shares or debentures[138][141] Directors' Interests in Shares, Underlying Shares and Debentures As of June 30, 2025, the company's directors and chief executive had interests in the company's shares and share options, with Mr. Lee Man Yuen holding 65% of ordinary shares and 10% of share options Directors' Long Positions in the Company's Shares (June 30, 2025) | Director's Name | Capacity | Number of Issued Ordinary Shares Held | Percentage of Company's Issued Share Capital | | :--------- | :------- | :-------------------- | :----------------------- | | Mr. Lee Man Yuen | Beneficial owner | 536,250,000 | 65% | | Ms. Wai Siu Kee | Beneficial owner | 82,500,000 | 10% | Directors' Interests in the Company's Share Options (June 30, 2025) | Director's Name | Capacity | Number of Ordinary Shares Involved in Granted Share Options | Percentage of Company's Issued Share Capital | | :--------- | :------- | :-------------------------- | :----------------------- | | Mr. Lee Man Yuen | Beneficial owner | 82,500,000 | 10% | Substantial Shareholders As of June 30, 2025, apart from directors and the chief executive, Ms. Kwok Ching Yee (spouse of Mr. Lee Man Yuen) was deemed to have an interest in 65% of the company's shares, making her a substantial shareholder Substantial Shareholders' Long Positions in the Company's Shares (June 30, 2025) | Shareholder's Name | Capacity | Number of Ordinary Shares | Percentage of Issued Share Capital | | :----------- | :------- | :--------- | :----------- | | Ms. Kwok Ching Yee | Spouse's interest | 536,250,000 | 65% | - Ms. Kwok Ching Yee is the spouse of Mr. Lee Man Yuen, and under the Securities and Futures Ordinance, she is deemed to have an interest in the shares held by Mr. Lee Man Yuen[148][156] 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 six months ended June 30, 2025 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the reporting period[150][153] Model Code for Securities Transactions The company has adopted the Model Code for Securities Transactions, and all directors confirmed compliance with the code during the six months ended June 30, 2025 - The company has adopted the Model Code as the code of conduct for directors' securities transactions[151][154] - All directors confirmed compliance with the required standards set out in the Model Code for the six months ended June 30, 2025[151][154] Compliance with the Code on Corporate Governance Practices The directors believe that the company has complied with the code provisions set out in Appendix 14 of the Listing Rules' Corporate Governance Code for the six months ended June 30, 2025 - The company has complied with the code provisions set out in Appendix 14 of the Listing Rules' Corporate Governance Code for the six months ended June 30, 2025[152][155] Audit Committee The Audit Committee reviewed the group's results for the six months ended June 30, 2025, and discussed accounting principles, internal controls, and financial reporting with management, with no disagreements - The Audit Committee is composed of all independent non-executive directors[158][161] - The committee reviewed the interim results and discussed accounting principles, internal controls, and financial reporting with management[158][161] Remuneration Committee The company has established a Remuneration Committee, whose members are all independent non-executive directors, and has adopted written terms of reference to clarify its authority and responsibilities - The Remuneration Committee members include Mr. Wan Chi Keung, Mr. Hing Ka Wai, and Mr. Wong King Wai, all of whom are independent non-executive directors[159][162] - The committee has adopted written terms of reference to clarify its authority and responsibilities[159][162] Nomination Committee The company has established a Nomination Committee, chaired by Ms. Wai Siu Kee, and includes three independent non-executive directors, with written terms of reference adopted - The Nomination Committee members include Ms. Wai Siu Kee (Chairperson), Mr. Wan Chi Keung, Mr. Hing Ka Wai, and Mr. Wong King Wai, three of whom are independent non-executive directors[160][163] - The committee has adopted written terms of reference to clarify its authority and responsibilities[160][163] Appreciation The Chairperson of the Board extends sincere gratitude to shareholders, customers, business partners, and all employees, acknowledging their strong support and dedicated contributions during the reporting period - Ms. Wai Siu Kee, Chairperson of the Board, on behalf of the Board, extends sincere gratitude to shareholders, customers, business partners, and all employees[161][164]