远航港口(08502) - 2025 - 中期财报

Company Information This section provides an overview of the company's board of directors, management, and essential corporate details Board of Directors and Management The company's board comprises executive, non-executive, and independent non-executive directors, supported by audit, remuneration, and nomination committees, ensuring a robust corporate governance structure - Executive Directors include Mr. Gui Sihai (Chairman) and Mr. Huang Xueliang[4] - Ms. Zhang Huifeng serves as a Non-Executive Director[4] - Independent Non-Executive Directors are Mr. Nie Rui, Mr. Zhang Shimin, and Mr. Zheng Yanbin[4] - Mr. Zhang Shimin chairs the Audit Committee, Mr. Nie Rui chairs the Remuneration Committee, and Mr. Zheng Yanbin chairs the Nomination Committee[4] Company Basic Information The company discloses key information including its auditor, principal bankers, share registrar, registered office, headquarters, and primary place of business in Hong Kong, along with its website and stock code - The auditor is BDO Limited, Hong Kong[4] - The Hong Kong share registrar is Tricor Investor Services Limited[5] - The company's headquarters and principal place of business in China are located at No. 8 Yanjiang Avenue, Chizhou Economic and Technological Development Zone, Chizhou City, Anhui Province, China[5] - The company website is www.oceanlineport.com, and the stock code is 8502[5] Unaudited Condensed Consolidated Statement of Comprehensive Income This section presents the unaudited condensed consolidated statement of comprehensive income, detailing the company's financial performance over the reporting period Results for the Six Months Ended 30 June 2025 For the six months ended 30 June 2025, the company experienced declines in both revenue and profit, with revenue decreasing by 8.2% year-on-year and profit for the period falling by 32.6%, leading to a corresponding reduction in basic earnings per share Key Financial Performance for the Six Months Ended 30 June | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 80,368 | 87,553 | -8.2% | | Cost of services provided | (31,699) | (35,443) | -10.5% | | Gross profit | 48,669 | 52,110 | -6.6% | | Other income and gains, net | 5,675 | 9,097 | -37.6% | | Selling and distribution expenses | (227) | (591) | -61.6% | | Administrative expenses | (14,044) | (9,441) | +48.8% | | Finance costs | (29) | (44) | -34.1% | | Profit before income tax | 40,044 | 51,131 | -21.7% | | Income tax expense | (11,474) | (8,756) | +31.0% | | Profit for the period | 28,570 | 42,375 | -32.6% | | Profit for the period attributable to owners of the Company | 20,490 | 31,336 | -34.6% | | Profit for the period attributable to non-controlling interests | 8,080 | 11,039 | -26.8% | | Basic and diluted earnings per share | RMB 2.56 cents | RMB 3.92 cents | -34.7% | Unaudited Condensed Consolidated Statement of Financial Position This section presents the unaudited condensed consolidated statement of financial position, outlining the company's assets, liabilities, and equity at the reporting date Assets and Liabilities Status As of 30 June 2025, the company's total assets and net assets both increased, with a slight rise in non-current assets and a significant improvement in net current assets, indicating a stable financial position Key Assets and Liabilities Data as of 30 June 2025 | Indicator | 30 June 2025 (RMB thousands) | 31 December 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 516,486 | 502,972 | +2.7% | | Current assets | 410,222 | 405,662 | +1.1% | | Current liabilities | 132,210 | 143,679 | -8.0% | | Net current assets | 278,012 | 261,983 | +6.1% | | Total assets less current liabilities | 794,498 | 764,955 | +3.9% | | Non-current liabilities | 37,777 | 36,229 | +4.3% | | Net assets | 756,721 | 728,726 | +3.8% | | Total equity | 756,721 | 728,726 | +3.8% | - Fixed deposits increased by 55.3% from RMB 153,960 thousands as of 31 December 2024 to RMB 239,101 thousands as of 30 June 2025[8] - Cash and cash equivalents decreased by 40.6% from RMB 225,918 thousands as of 31 December 2024 to RMB 134,161 thousands as of 30 June 2025[8] Unaudited Condensed Consolidated Statement of Cash Flows This section presents the unaudited condensed consolidated statement of cash flows, detailing the company's cash movements from operating, investing, and financing activities Cash Flow Analysis For the six months ended 30 June 2025, net cash from operating activities significantly decreased, net cash used in investing activities narrowed, and net cash used in financing activities increased, resulting in a net decrease in cash and cash equivalents Cash Flows for the Six Months Ended 30 June | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 13,515 | 39,126 | -65.4% | | Net cash used in investing activities | (103,175) | (243,451) | -57.6% | | Net cash used in financing activities | (2,097) | (248) | +745.6% | | Net decrease in cash and cash equivalents | (91,757) | (204,573) | -55.1% | | Cash and cash equivalents at 1 January | 225,918 | 299,267 | -24.5% | | Cash and cash equivalents at 30 June | 134,161 | 94,694 | +41.7% | - Net cash used in financing activities significantly increased, primarily due to dividends paid to non-controlling interests of RMB 1,831 thousands[10] Unaudited Condensed Consolidated Statement of Changes in Equity This section presents the unaudited condensed consolidated statement of changes in equity, detailing movements in equity attributable to owners and non-controlling interests Overview of Changes in Equity For the six months ended 30 June 2025, equity attributable to owners of the company and non-controlling interests both increased, mainly driven by profit for the period and transfers to statutory reserves, alongside an internal transfer involving the sale of land use rights to non-controlling interests Changes in Equity for the Six Months Ended 30 June | Indicator | 30 June 2025 (RMB thousands) | 1 January 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 569,145 | 552,078 | +3.1% | | Non-controlling interests | 187,576 | 176,648 | +6.2% | | Total equity | 756,721 | 728,726 | +3.8% | - Profit and total comprehensive income for the period amounted to RMB 27,995 thousands, of which RMB 20,076 thousands was attributable to owners of the Company[11] - An internal transfer involving the sale of land use rights to non-controlling interests, amounting to approximately RMB 17,952,000, resulted in a decrease of RMB 3,009 thousands in retained earnings and an increase of RMB 3,009 thousands in non-controlling interests[11] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements, offering further explanations on accounting policies, estimates, and specific financial items 1. General Information The company was incorporated in the Cayman Islands in 2017, listed on GEM of the Hong Kong Stock Exchange in 2018, and primarily engages in investment holding, with its subsidiaries operating port services in Chizhou City, Anhui Province, China - The Company was incorporated in the Cayman Islands on 30 October 2017 and listed on GEM of The Stock Exchange of Hong Kong Limited on 10 July 2018[12] - The Company's principal business is investment holding, with its subsidiaries primarily engaged in port operations in Chizhou City, Anhui Province, China[12] - The ultimate controlling parties of the Company are Mr. Gui Sihai and his spouse, Ms. Zhang Huifeng[12] 2. Basis of Preparation The unaudited condensed consolidated financial statements are prepared in accordance with HKAS 34 and the GEM Listing Rules, maintaining consistent accounting policies with the annual consolidated financial statements, while adopting new and revised HKFRSs effective from 1 January 2025 - The 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 provisions of the GEM Listing Rules[14] - The accounting policies used are consistent with those applied in the annual consolidated financial statements for the year ended 31 December 2024, except for the adoption of new and revised standards, amendments, and interpretations effective from 1 January 2025[14] 3. Critical Accounting Estimates and Judgements The significant judgments made by management and key sources of estimation uncertainty in preparing the financial statements are consistent with those applied in the annual consolidated financial statements for the year ended 31 December 2024 - The significant judgments made by management and key sources of estimation uncertainty in preparing the financial statements are the same as those applied in the annual consolidated financial statements for the year ended 31 December 2024[15] 4. Segment Information The Group operates in a single operating segment, providing port services, with all revenue and primary non-current assets derived from and located in China - The Group has only one business component that is internally reported to the executive directors, which is the provision of port services, hence no operating segment analysis is presented[16] - All of the Group's revenue for the six months ended 30 June 2025 and 2024 was derived from China[17] - The Group's principal non-current assets are located in or based in China[17] 5. Revenue The Group's revenue primarily stems from port services, totaling RMB 80,368 thousands for the six months ended 30 June 2025, a decrease from the prior year, mainly due to reduced income from bulk and general cargo services - Revenue refers to income derived from providing port services (excluding value-added tax)[18] Port Services Revenue Breakdown | Service Type | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total port services revenue | 80,368 | 87,553 | -8.2% | | Provision of stevedoring services - bulk and general cargo | 73,368 | 78,100 | -6.1% | | Provision of stevedoring services - containers | 1,689 | 1,433 | +17.9% | | Provision of ancillary port services | 5,311 | 8,020 | -33.8% | 6. Profit Before Income Tax For the six months ended 30 June 2025, profit before income tax was RMB 40,044 thousands, a decrease from RMB 51,131 thousands in the prior year, primarily influenced by factors such as employee benefit expenses, depreciation, and subcontracting fees Components of Profit Before Income Tax | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Inventory costs recognized as expense | 1,067 | 1,926 | | Employee benefit expenses | 13,598 | 14,073 | | Direct operating expenses of investment properties | 631 | 373 | | Depreciation of property, plant and equipment | 12,751 | 12,359 | | Repair and maintenance expenses | 2,413 | 3,078 | | Subcontracting fees | 6,541 | 9,022 | | Amortisation of deferred government grants | (445) | (445) | | Gain on land resumption | – | (924) | - For the six months ended 30 June 2025, research and development expenses amounted to approximately RMB 2,584,000, including employee benefit expenses of approximately RMB 1,736,000[23] 7. Income Tax Expense For the six months ended 30 June 2025, income tax expense increased to RMB 11,474 thousands, primarily due to the expiration of certain tax incentives, leading to higher China enterprise income tax Income Tax Expense | Tax Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current tax - China enterprise income tax | 9,183 | 7,191 | | Deferred tax charged to profit or loss | 2,291 | 1,565 | | Total income tax expense | 11,474 | 8,756 | - Chizhou Port Holdings' eligible projects enjoyed a 50% tax reduction for the six months ended 30 June 2024, but this preferential period ended on 31 December 2024[24] - Chizhou Port Holdings and Chizhou Niutoushan, as high-tech enterprises, are subject to enterprise income tax at a preferential rate of 15% for specific fiscal years[24] 8. Earnings Per Share For the six months ended 30 June 2025, profit for the period attributable to owners of the company was RMB 20,490 thousands, with basic and diluted earnings per share of RMB 2.56 cents, a decrease from the prior year Earnings Per Share Calculation | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company | 20,490 | 31,336 | | Weighted average number of ordinary shares in issue during the period | 800,000,000 | 800,000,000 | | Basic and diluted earnings per share | RMB 2.56 cents | RMB 3.92 cents | - Diluted earnings per share are the same as basic earnings per share as there were no potentially dilutive ordinary shares in issue during the relevant periods[25] 9. Dividends The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2025 - The Directors do not recommend the payment of an interim dividend for the six months ended 30 June 2025 (2024: nil)[26] 10. Property, Plant and Equipment For the six months ended 30 June 2025, the Group's additions to property, plant and equipment amounted to approximately RMB 3,709 thousands, a decrease from the prior year Additions to Property, Plant and Equipment | Period | Additions (RMB thousands) | | :--- | :--- | | For the six months ended 30 June 2025 | 3,709 | | For the six months ended 30 June 2024 | 8,415 | 11. Trade Receivables As of 30 June 2025, net trade receivables amounted to RMB 7,118 thousands, a decrease from 31 December 2024, with most balances falling within 0 to 30 days Net Trade Receivables | Date | Amount (RMB thousands) | | :--- | :--- | | 30 June 2025 | 7,118 | | 31 December 2024 | 7,866 | - The credit period for trade receivables generally ranges from 10 to 55 days[28] Ageing Analysis of Trade Receivables (Net of Impairment Allowance) | Ageing | 30 June 2025 (RMB thousands) | 31 December 2024 (RMB thousands) | | :--- | :--- | :--- | | 0 to 30 days | 7,118 | 6,117 | | 31 to 90 days | – | 1,082 | | 91 to 120 days | – | 667 | | 121 to 365 days | – | – | | Over one year | – | – | | Total | 7,118 | 7,866 | 12. Trade Payables As of 30 June 2025, total trade payables amounted to RMB 6,768 thousands, an increase from 31 December 2024, with a typical credit period of 30 days - The credit period is generally 30 days[30] Ageing Analysis of Trade Payables | Ageing | 30 June 2025 (RMB thousands) | 31 December 2024 (RMB thousands) | | :--- | :--- | :--- | | 0 to 30 days | 2,932 | 2,833 | | 31 to 90 days | 1,783 | 428 | | 91 to 120 days | 106 | 39 | | 121 to 365 days | 282 | 122 | | Over one year | 1,665 | 1,990 | | Total | 6,768 | 5,412 | 13. Investment in an Associate The Group holds a 26% equity interest in Chizhou Huidaport Transportation Co., Ltd. ('Chizhou Huidaport') and has the right to appoint one director, with its share of the associate's net assets amounting to RMB 2,600 thousands as of 30 June 2025 Investment in an Associate | Item | 30 June 2025 (RMB thousands) | 31 December 2024 (RMB thousands) | | :--- | :--- | :--- | | Share of net assets of an associate | 2,600 | 2,600 | - The Group injected a total of RMB 26,000,000 cash into Chizhou Huidaport in exchange for a 26% equity interest and the right to appoint one of five directors[32] - As of 30 June 2025, the Group had not yet fully paid up its subscribed registered capital of RMB 23,400,000 in Chizhou Huidaport[32] 14. Share Capital As of 30 June 2025, the company's authorized share capital comprised 5,000,000,000 ordinary shares, with 800,000,000 ordinary shares issued and fully paid, remaining unchanged from the prior year Share Capital Structure | Item | Number of Ordinary Shares | RMB thousands | | :--- | :--- | :--- | | Authorized share capital | 5,000,000,000 | 40,929 | | Issued and fully paid share capital | 800,000,000 | 6,758 | - The share capital structure has remained unchanged since 1 January 2024[33] 15. Capital Commitments As of 30 June 2025, the Group's capital commitments significantly increased, primarily due to construction in progress and additional investment commitments in Chizhou Tiehang Capital Commitments | Item | 30 June 2025 (RMB thousands) | 31 December 2024 (RMB thousands) | | :--- | :--- | :--- | | Contracted but not provided for - construction in progress | 132,599 | 4,008 | | Contracted but not provided for - investment in equity investments at fair value through other comprehensive income | 59,400 | – | | Contracted but not provided for - investment in an associate | 23,400 | 23,400 | | Total | 215,399 | 27,408 | - Chizhou Port Holdings is required to make an additional capital contribution of approximately RMB 66,765,000 to Chizhou Tiehang, with RMB 17,365,000 already contributed as of 30 June 2025[34] 16. Related Party Transactions The Group engaged in lease payment transactions with related parties during the period and disclosed remuneration for directors and key management personnel, with all transactions conducted on normal commercial terms Significant Related Party Transactions | Transaction Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Lease payments to a related company | 295 | 292 | - The Company's controlling shareholder is the beneficial owner of Changhai, which leases certain properties to Yuanhang Hong Kong[35] Remuneration of Directors and Other Key Management Personnel | Remuneration Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Fees | 639 | 635 | | Salaries, allowances and benefits in kind | 180 | 160 | | Defined contribution plans | – | – | | Total | 819 | 795 | 17. Fair Value of Financial Instruments and Fair Value Hierarchy The Group's financial instrument fair values primarily include equity investments and debt instruments at fair value through other comprehensive income, classified within Level 3 of the fair value hierarchy, with disclosed valuation techniques and unobservable inputs - Management believes that the carrying amounts of short-term financial instruments such as cash and cash equivalents, fixed deposits, and trade receivables reasonably approximate their fair values[38] Level 3 Fair Value Measurements | Item | 30 June 2025 (RMB thousands) | 31 December 2024 (RMB thousands) | | :--- | :--- | :--- | | Equity investments at fair value through other comprehensive income — unlisted equity investments | 33,883 | 27,093 | | Debt instruments at fair value through other comprehensive income — bills receivable | 12,721 | 13,151 | - Unlisted equity investments are valued using the market approach and asset approach, while bills receivable are valued using the income approach (discounted cash flow method)[41] - There were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the six months ended 30 June 2025[42] Management Discussion and Analysis This section provides management's discussion and analysis of the Group's financial condition and results of operations, including business review, outlook, and financial performance Business Review As an inland port operator in China, the Group experienced an 8.7% decline in total bulk and general cargo throughput and an 8.2% and 32.6% decrease in revenue and profit, respectively, for the first half of the year due to unfavorable economic conditions, though container throughput grew by 5.0% against the trend - The Group is an inland port operator in China, primarily providing port logistics services and operating the Jiangkou Port Area and Niutoushan Port Area[44] - For the six months ended 30 June 2025, total bulk and general cargo throughput was 12.7 million tonnes, a year-on-year decrease of 8.7%[45] - Total container throughput was 8,825 TEUs, a year-on-year increase of 5.0%[45] Key Operating Indicators for the First Half | Indicator | H1 2025 | H1 2024 | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | RMB 80.4 million | RMB 87.6 million | -8.2% | | Profit | RMB 28.6 million | RMB 42.4 million | -32.6% | Outlook Analysis Despite an uncertain domestic and international economic outlook, management remains optimistic about the port market in the second half, expecting stable port cargo volumes and driving rapid group development through major project constructions, including the railway spur line and Jiangkou Terminal Phase IV - The Chinese economy is expected to remain relatively subdued but generally stable in the second half, with total port cargo volume maintaining a relatively stable and normal range[48] - The period from 2025 to 2026 is the construction phase for the Group's major projects (railway spur line and Jiangkou Terminal Phase IV), which are expected to usher in new rapid development after commencement of operations[48] Financial Review The Group's revenue and profit both declined in the first half, primarily due to reduced cargo throughput and a downturn in logistics agency business; while service costs decreased due to less cargo handling, administrative expenses significantly rose due to increased land use rights-related taxes and legal professional fees, and income tax expense increased due to the expiration of tax incentives, leading to a higher effective tax rate Revenue Breakdown and Changes | Service Type | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Provision of stevedoring services - bulk and general cargo | 73,368 | 78,100 | (4,732) | (6.1) | | Provision of stevedoring services - containers | 1,689 | 1,433 | 256 | 17.9 | | Subtotal | 75,057 | 79,533 | (4,476) | (5.6) | | Provision of ancillary port services | 5,311 | 8,020 | (2,709) | (33.8) | | Total Revenue | 80,368 | 87,553 | (7,185) | (8.2) | - The decrease in revenue was mainly due to reduced cargo handling revenue (a 1.2 million tonnes decrease in cargo throughput) and a decline in logistics agency business[51] - Cost of services decreased by approximately RMB 3.7 million (10.5%), primarily due to reduced staff costs, subcontracting fees, and repair and maintenance expenses[52] Gross Profit and Gross Profit Margin | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Gross profit | 48,669 | 52,110 | (3,441) | (6.6) | | Gross profit margin | 60.6% | 59.5% | 1.1% | Not applicable | - Administrative expenses increased by approximately RMB 4.6 million (48.8%), mainly due to an increase of approximately RMB 2.5 million in land use rights-related taxes and approximately RMB 1.7 million in legal and professional fees[54] - Income tax expense increased by approximately RMB 2.7 million (30.7%), primarily due to the expiration of certain tax incentives, leading to an increase in the effective tax rate from 17.1% to 28.7% (adjusted to 22.9%)[55] Profit for the Period and Net Profit Margin | Indicator | 2025 (RMB millions) | 2024 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Profit | 28.6 | 42.4 | -32.6% | | Net profit margin | 35.5% | 48.4% | -12.9% | Capital Structure, Liquidity and Financial Resources The Group maintains a stable capital structure, primarily funded by cash generated from operations and shareholders' equity; as of 30 June 2025, bank and cash balances were approximately RMB 373.3 million, the gearing ratio was not meaningful due to no outstanding debt, and there were no contingent liabilities - Since the Company's shares were listed on GEM of the Stock Exchange on 10 July 2018, there has been no change in the capital structure, with share capital consisting solely of ordinary shares[57] - As of 30 June 2025, the Group's bank and cash balances were approximately RMB 373.3 million (31 December 2024: RMB 379.9 million)[58] - As of 30 June 2025, the Group had no outstanding debt, rendering the gearing ratio not meaningful[60] - The Group adopts a prudent financial approach to its treasury policy and has no contingent liabilities[62][63] Significant Investments and Acquisitions/Disposals The Group made a significant investment commitment to Chizhou Tiehang during the first half, but otherwise, there were no other major acquisitions or disposals - Chizhou Port Holdings agreed to inject a total of RMB 10,000,000 cash into Chizhou Tiehang for a 5% equity interest, with an additional capital commitment of approximately RMB 66,765,000[64] - As of 30 June 2025, Chizhou Port Holdings had already contributed RMB 17,365,000 to Chizhou Tiehang[64] - Save as disclosed, there were no other significant acquisitions and disposals of subsidiaries, associates, and joint ventures by the Group during the six months ended 30 June 2025[65] Employees and Remuneration Policy As of 30 June 2025, the Group had approximately 200 employees, with total staff costs of about RMB 13.6 million, and remuneration is determined based on individual responsibilities, capabilities, experience, and market levels Employees and Remuneration | Indicator | 30 June 2025 | 31 December 2024 | | :--- | :--- | :--- | | Number of employees | Approximately 200 | 205 | | Total staff costs (for the six months ended 30 June) | RMB 13.6 million | RMB 14.1 million | - Employee remuneration is determined based on individual responsibilities, capabilities and skills, experience and performance, and market salary levels[67] Pledge of Assets and Post-Reporting Period Events As of 30 June 2025, the Group had pledged certain property, plant and equipment and investment properties; no significant events occurred after the reporting period, and the Board does not recommend an interim dividend Pledged Assets | Asset Type | 30 June 2025 (RMB millions) | 31 December 2024 (RMB millions) | | :--- | :--- | :--- | | Property, plant and equipment | 123.6 | 127.4 | | Investment properties | 14.5 | 14.1 | - No significant events affecting the Group have occurred since the end of the reporting period and up to the date of this report[70] - The Board does not recommend the payment of any interim dividend for the six months ended 30 June 2025[71] Latest Business Developments The company disclosed recent business developments, including the construction contract for Jiangkou Terminal Phase IV, additional capital commitments for Chizhou Tiehang, and the transfer of land use rights from Chizhou Port Holdings to Chizhou Haishun - Chizhou Haishun entered into an agreement with an independent contractor to undertake the construction of Jiangkou Terminal Phase IV, with a consideration of RMB 146,485,000[72] - Chizhou Tiehang's shareholders' meeting approved an increase in additional capital commitments of approximately RMB 1,335,303,000, requiring Chizhou Port Holdings to contribute an additional approximately RMB 66,765,000[72] - Chizhou Port Holdings transferred land use rights for an area of approximately 74,798 square meters to Chizhou Haishun, with a consideration of approximately RMB 17,952,000[74] Other Information This section covers additional information including directors' and major shareholders' interests, transactions in listed securities, corporate governance, and compliance matters Directors' and Major Shareholders' Interests The report discloses the interests of directors, chief executives, and major shareholders in the company's shares and associated corporations, with Mr. Gui Sihai and Ms. Zhang Huifeng holding 75% of the company's shares through their controlled corporation, Vital Force Directors' Long Positions in Shares | Director Name | Capacity/Nature of Interest | Number of Issued Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Gui Sihai | Interest in controlled corporation | 600,000,000 | 75% | | Ms. Zhang Huifeng | Interest in controlled corporation | 600,000,000 | 75% | - Vital Force is legally and beneficially owned by Mr. Gui Sihai, Ms. Zhang Huifeng, and Hong Kong Shunyi Industrial Co., Limited, with 58.4%, 38.9%, and 2.7% respectively[76] Major Shareholders' Long Positions in Shares | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Vital Force | Beneficial owner | 600,000,000 | 75% | Dealings in Listed Securities and Competing Interests Neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities during the reporting period, and directors confirmed no competing interests - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the six months ended 30 June 2025[83] - For the six months ended 30 June 2025, the Directors confirmed that none of the Company's controlling shareholders or Directors and their respective close associates had any interests in any business that directly or indirectly competes with the Group's business[84] Corporate Governance and Changes in Directors' Information The company consistently complied with the Corporate Governance Code and the Model Code for Securities Transactions by Directors during the reporting period, and Non-Executive Director Ms. Zhang Huifeng was appointed as a member of the Nomination Committee - Non-Executive Director Ms. Zhang Huifeng was appointed as a member of the Board's Nomination Committee, effective from 16 June 2025[85] - During the reporting period, the Company consistently complied with the applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[86] - All Directors confirmed their compliance with the required standards set out in the Model Code for Securities Transactions by Directors during the reporting period[87] Non-Compliance with GEM Listing Rules and Remedial Actions The company violated GEM Listing Rules by failing to timely announce a discloseable transaction related to the Chizhou Tiehang joint venture agreement and advances, and has implemented remedial measures including publishing announcements, issuing memoranda, conducting internal control reviews, and providing training - The Company violated the GEM Listing Rules by failing to timely announce the joint venture agreement and advances with Chizhou Tiehang, which collectively constituted a discloseable transaction[89][90] - An announcement was published on 14 April 2025 to re-comply with the requirements of Rule 19.34 of the GEM Listing Rules[93] - A memorandum was issued to the Board and senior management, reiterating the importance of strict adherence to internal control measures[93] - An internal control review will be conducted, particularly concerning procedures for discloseable transactions, and relevant personnel have received training on Chapter 19 of the GEM Listing Rules[93] Share Option Scheme and Audit Committee The company has a share option scheme, but no options were granted or exercised during the reporting period; the Audit Committee reviewed the interim financial statements and confirmed their compliance with applicable accounting standards and listing rules - The Company adopted a share option scheme, effective for ten years from 10 July 2018[94] - No share options were outstanding, granted, exercised, cancelled, or lapsed during the six months ended 30 June 2025[94] - The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended 30 June 2025[95]