百利达集团控股(08179) - 2025 - 中期财报

Company Information This section provides detailed information about the company's basic registration, board members, key management, auditors, principal bankers, and registered and operational addresses Board of Directors The Board of Directors comprises executive directors Ms. Huang Wei (Chairperson) and Mr. Dou Sheng, and independent non-executive directors Mr. Hu Zijing, Mr. Su Yiquan, and Ms. Zheng Hui, with Ms. Huang Wei also serving as Compliance Officer and Authorized Representative - The Board of Directors includes 2 executive directors (Ms. Huang Wei as Chairperson) and 3 independent non-executive directors[3] Company Information (Continued) The company is registered in the Cayman Islands, with its principal place of business in Hong Kong, and Union Securities Registrars Limited serves as the Hong Kong share registrar - The company is registered in the Cayman Islands, with Hong Kong as its principal place of business[4] - The company's stock code is 8179[4] Condensed Consolidated Financial Statements This section presents the unaudited condensed consolidated statement of profit or loss and other comprehensive income, statement of financial position, statement of changes in equity, and statement of cash flows for the six months ended June 30, 2025, with comparative figures for 2024 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company experienced a significant decrease in revenue, leading to a substantial reduction in profit for the period and earnings per share Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 64,368 | 218,804 | -70.58% | | Gross Profit | 8,573 | 48,338 | -82.28% | | Profit Before Tax | 1,397 | 39,135 | -96.43% | | Profit for the Period | 1,032 | 32,818 | -96.85% | | Basic and Diluted Earnings Per Share (HK cents) | 0.05 | 2.73 | -98.17% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's net current assets slightly increased, and total equity remained stable, with inventory as the largest current asset and borrowings as the primary current liability Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 86 | 440 | -80.45% | | Current Assets | 581,866 | 579,730 | +0.37% | | Inventories | 571,071 | 561,570 | +1.69% | | Bank Balances and Cash | 2,613 | 7,298 | -64.20% | | Current Liabilities | 142,384 | 141,621 | +0.54% | | Borrowings | 116,894 | 116,894 | 0.00% | | Total Equity | 439,568 | 438,536 | +0.24% | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners slightly increased due to profit for the period, while the prior period saw a significant increase from profit, foreign currency translation reserve, and share issuance Condensed Consolidated Statement of Changes in Equity | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 439,568 | 422,759 | | Profit for the Period | 1,032 | 32,818 | | Foreign Currency Translation Reserve | 0 | 150 | | Shares Issued under Subscription Agreement | 0 | 23,683 | Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, both operating and investing activities resulted in cash outflows, leading to a significant decrease in cash and cash equivalents at period-end Condensed Consolidated Statement of Cash Flows | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (4,531) | (6,001) | +24.49% (decrease in outflow) | | Net Cash (Used in)/Generated from Investing Activities | (103) | 675 | -115.26% (from inflow to outflow) | | Net Cash (Used in)/Generated from Financing Activities | (51) | 5,417 | -100.94% (from inflow to outflow) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (4,685) | 91 | -5248.35% (from increase to decrease) | | Cash and Cash Equivalents at End of Period | 2,613 | 3,459 | -24.46% | Notes to the Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements, covering general information, accounting policies, significant estimates, segment information, income and expense components, asset and liability details, and related party transactions General Information The company was incorporated in the Cayman Islands in 2011 and listed on GEM in the same year, primarily engaged in investment holding, with subsidiaries focused on wine and food product sales and distribution - The company's principal business is investment holding, with subsidiaries engaged in the sale and distribution of wine products and food products[14] Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, using the historical cost basis and presented in HKD, with no significant impact from new or revised HKFRSs applied this period - The financial statements are prepared on a historical cost basis and presented in Hong Kong Dollars[16] Going Concern As of June 30, 2025, the company reported net cash outflow from operating activities, low bank balances and cash, and overdue bank borrowings and interest payable, indicating significant going concern uncertainty, which management plans to mitigate through negotiation and cost control - As of June 30, 2025, net cash outflow from operating activities was HKD 4,531 thousand, and bank balances and cash were HKD 2,613 thousand[17] - Overdue bank borrowings of HKD 90,000 thousand and interest payable of HKD 5,352 thousand constitute a significant uncertainty to going concern[17] - The company plans to negotiate with banks for deferral of loan and rental repayments, and strengthen cost control to improve cash flow[18] Critical Accounting Estimates and Judgements Management must make judgments, estimates, and assumptions affecting accounting policy application and the amounts of assets, liabilities, income, and expenses when preparing financial statements, with key uncertainties consistent with the 2024 annual report - Management makes significant judgments and estimates in preparing financial statements, and actual results may differ from these estimates[19] Revenue and Segment Information The company is divided into two reportable segments based on goods sold: wine business and food business, with wine business revenue significantly decreasing this period while food business revenue increased - The company's operating segments include wine business (sale and distribution of wine products and related by-products) and food business (sale and distribution of food and drinking water products)[22] Segment Revenue and Results For the six months ended June 30, 2025, wine business revenue significantly decreased, leading to a substantial drop in segment profit, while food business revenue and profit both increased Segment Revenue and Results | Segment | 2025 Revenue (HKD thousands) | 2024 Revenue (HKD thousands) | Revenue Change | 2025 Profit (HKD thousands) | 2024 Profit (HKD thousands) | Profit Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Wine Business | 63,853 | 218,761 | -70.81% | 8,440 | 45,237 | -81.36% | | Food Business | 515 | 43 | +1097.67% | 133 | 21 | +533.33% | | Total | 64,368 | 218,804 | -70.58% | 8,573 | 45,258 | -81.07% | Segment Assets and Liabilities As of June 30, 2025, wine business assets and liabilities remained stable, while the food business had a smaller scale of assets and liabilities Segment Assets and Liabilities | Segment | June 30, 2025 Assets (HKD thousands) | December 31, 2024 Assets (HKD thousands) | June 30, 2025 Liabilities (HKD thousands) | December 31, 2024 Liabilities (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Wine Business | 581,158 | 579,366 | 118,234 | 117,901 | | Food Business | 19 | 384 | 33 | 3 | | Total | 581,952 | 580,170 | 142,384 | 141,634 | Geographical Information The Group's operations are primarily located in Hong Kong and Australia, with external customer revenue from Hong Kong significantly decreasing and high customer concentration, while non-current assets are mainly in Hong Kong External Customer Revenue by Region | Region | 2025 External Customer Revenue (HKD thousands) | 2024 External Customer Revenue (HKD thousands) | Revenue Change | | :--- | :--- | :--- | :--- | | Hong Kong | 64,368 | 218,804 | -70.58% | - Approximately HKD 39,677 thousand (2024: HKD 128,606 thousand) of revenue was derived from four major customers[30] Non-current Assets by Region | Region | June 30, 2025 Non-current Assets (HKD thousands) | December 31, 2024 Non-current Assets (HKD thousands) | | :--- | :--- | :--- | | Hong Kong | 86 | 440 | | Australia | – | – | Profit Before Tax For the six months ended June 30, 2025, profit before tax significantly decreased, primarily due to reduced revenue and expenses recognized for inventory costs, while a gain on disposal of a subsidiary was recorded this period Profit Before Tax Components | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Gain on disposal of a subsidiary | 79 | – | N/A | | Employee benefit expenses | 2,081 | 1,847 | +12.67% | | Cost of inventories recognized as an expense | 55,795 | 170,466 | -67.27% | | Depreciation of right-of-use assets | 40 | 927 | -95.69% | Finance Costs For the six months ended June 30, 2025, finance costs slightly decreased, primarily comprising interest on borrowings and interest on lease liabilities Finance Costs | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Interest on borrowings | 3,460 | 3,742 | -7.54% | | Interest on lease liabilities | 2 | 32 | -93.75% | | Total finance costs | 3,462 | 3,774 | -8.30% | Income Tax Expense For the six months ended June 30, 2025, income tax expense significantly decreased, mainly due to a reduction in Hong Kong profits tax provision calculated under the two-tiered tax regime Income Tax Expense | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Provision for Hong Kong profits tax | 365 | 6,317 | -94.22% | - The company is not subject to income tax in the Cayman Islands and British Virgin Islands[39] Earnings Per Share For the six months ended June 30, 2025, basic and diluted earnings per share significantly decreased, consistent with the trend of reduced profit for the period Earnings Per Share | Item | 2025 (HK cents) | 2024 (HK cents) | Change | | :--- | :--- | :--- | :--- | | Basic and diluted earnings per share | 0.05 | 2.73 | -98.17% | - Diluted earnings per share is the same as basic earnings per share as there were no potential ordinary shares in issue for both periods[42] Dividends The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of an interim dividend for 2025[43] Inventories As of June 30, 2025, the company's inventories, primarily bottled wine, slightly increased, with HKD 300 million of inventory pledged as collateral for bank loans Inventories | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Finished goods (bottled wine) | 571,071 | 561,570 | +1.69% | - HKD 300,000 thousand of inventories have been pledged as collateral for bank loans[44] Biological Assets As of June 30, 2025, the company no longer held biological assets, primarily due to the disposal of biological assets (grapes) through the sale of a subsidiary in December 2024 Biological Assets | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | At beginning of period/year | – | 187 | | Disposal of a subsidiary | – | (197) | | At end of period/year | – | – | - Biological assets (grapes) were disposed of on December 16, 2024, through the sale of a subsidiary[48] Trade Receivables, Prepayments, Deposits and Other Receivables As of June 30, 2025, net trade receivables decreased, and the aging analysis shows all receivables are within 30 days Trade Receivables, Prepayments, Deposits and Other Receivables | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Net trade receivables | 7,725 | 10,270 | -24.88% | | Prepayments, deposits and other receivables | 224 | 352 | -36.36% | | Total | 7,949 | 10,622 | -25.16% | Aging Analysis of Trade Receivables | Aging | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 7,725 | 3,579 | | 31 to 60 days | – | 5,922 | | Over 90 days | – | 769 | - Credit terms granted to customers primarily range from 30 to 120 days[50] Trade Payables, Other Payables, Accrued Charges and Deposits Received As of June 30, 2025, trade payables significantly increased, while other payables, accrued charges, and deposits received decreased Trade Payables, Other Payables, Accrued Charges and Deposits Received | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 17,607 | 11,606 | +51.71% | | Other payables and accrued charges | 1,261 | 8,765 | -85.59% | | Interest payable | 5,983 | 3,175 | +88.46% | | Deposits received | 220 | 778 | -71.72% | | Total | 25,071 | 24,324 | +3.07% | Aging Analysis of Trade Payables | Aging | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 17,607 | 215 | | 31 to 60 days | – | 6,503 | | Over 90 days | – | 4,738 | Borrowings As of June 30, 2025, total company borrowings remained at HKD 116.9 million, comprising HKD 90 million in secured and overdue bank loans and HKD 26.9 million in unsecured non-financial institution loans, all classified as current liabilities Borrowings | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Bank loans, secured | 90,000 | 90,000 | | Loans from non-financial institutions, unsecured | 26,894 | 26,894 | | Total borrowings | 116,894 | 116,894 | - Bank loans and corresponding interest payable (HKD 5,352 thousand) are overdue, secured by a floating charge over inventories and a corporate guarantee from the company[56] - The effective annual interest rate for borrowings ranges from 6.07% to 8.00%[55] Lease Liabilities As of June 30, 2025, lease liabilities significantly decreased and are entirely due within one year Lease Liabilities | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Lease liabilities payable | 54 | 416 | -87.02% | | Within one year | 54 | 403 | -86.59% | | After one year but within two years | – | 13 | -100% | - For the six months ended June 30, 2025, the weighted average incremental borrowing rate for lease liabilities was 2.50% per annum[57] Share Capital As of June 30, 2025, the company's issued and fully paid share capital was HKD 190,780 thousand, comprising 1,907,798,274 shares, with new shares issued in 2024 through subscription agreements and rights issues Share Capital | Item | June 30, 2025 (HKD thousands) | January 1, 2024 (HKD thousands) | | :--- | :--- | :--- | | Issued and fully paid share capital | 190,780 | 119,624 | - On June 28, 2024, the company issued 236,832,000 ordinary shares, with net proceeds used for general working capital and loan repayment[59] - On November 21, 2024, the company issued 474,729,773 rights shares on a rights issue basis, raising approximately HKD 47,482 thousand[59] Disposal of a Subsidiary On May 30, 2025, the company disposed of its entire equity interest in the wholly-owned subsidiary Happy Profit Group for a total cash consideration of USD 1, recording a gain on disposal of HKD 79 thousand - On May 30, 2025, the company disposed of its entire equity interest in the wholly-owned subsidiary Happy Profit Group for a cash consideration of USD 1[60] Financial Impact of Disposal | Item | Amount (HKD thousands) | | :--- | :--- | | Net assets disposed of | 523 | | Gain on disposal | 79 | | Net cash outflow arising from disposal | (91) | Related Party Transactions During the period, the company engaged in transactions with related parties, including rental expenses and key management personnel remuneration Related Party Transactions | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Rental expenses paid to a related company | 468 | 1,008 | -53.57% | | Key management personnel salaries and other benefits | 432 | 432 | 0.00% | | Key management personnel retirement benefit scheme contributions | 13 | 13 | 0.00% | - Rental expenses were paid to a related company owned by the spouse of Ms. Huang Wei, an executive director and substantial shareholder of the company[62] Management Discussion and Analysis This section provides a review of the company's interim results for the six months ended June 30, 2025, including business performance, financial position, future outlook, liquidity management, and other significant matters Business Review In mid-2025, the company's main businesses were the sale and distribution of wine products and related accessories, and food products, with wine business revenue significantly decreasing while food business revenue increased - The company's principal businesses include the sale and distribution of wine products and the sale and distribution of food products[65] Wine Business The wine business remains the largest revenue segment but experienced significant reductions in revenue and segment profit due to a sluggish market and weak customer demand, with declining gross profit margin, as the company actively expands local markets and sales channels Wine Business Performance | Metric | 2025 (HKD millions) | 2024 (HKD millions) | Change | | :--- | :--- | :--- | :--- | | Revenue | 63.9 | 218.8 | -70.80% | | Segment Profit | 8.4 | 45.2 | -81.42% | | Gross Profit Margin | 13.2% | 22.1% | -8.9 percentage points | - The company is actively expanding its local market, including participating in exhibitions, developing sales networks and agencies, and establishing new retail models[66] Food Business The food business achieved significant growth in both revenue and profit, and the company will continue to monitor the market and seek potential growth opportunities Food Business Performance | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 515 | 43 | +1097.67% | | Profit | 133 | 21 | +533.33% | Financial Review In mid-2025, the company's revenue significantly decreased, with a corresponding reduction in cost of sales; employee benefit expenses increased due to higher salaries and activity costs; administrative expenses decreased due to reduced advertising and right-of-use asset depreciation; and finance costs also slightly decreased Financial Performance Summary | Item | 2025 (HKD millions) | 2024 (HKD millions) | Change | | :--- | :--- | :--- | :--- | | Revenue | 64.4 | 218.8 | -154.4 (HKD millions) | | Cost of sales | 55.8 | 170.5 | -67.3% | | Employee benefit expenses | 2.1 | 1.8 | +12.7% | | Administrative expenses | 1.8 | 3.8 | -51.8% | | Finance costs | 3.5 | 3.8 | -8.3% | Outlook and Prospects Facing domestic and international economic uncertainties, the company will maintain a prudent operating strategy, strictly manage expenses, control inventories, and improve resource efficiency, while continuing to enhance brand awareness through exhibitions and actively seeking growth opportunities in the food market - The company will maintain a prudent operating strategy, strictly manage expenses, control inventories, and improve the efficiency of existing resources[70] - It will enhance product and brand awareness through participating in exhibitions and actively seek growth and expansion opportunities in the food market[70] Liquidity, Financial and Capital Resources This section outlines the company's capital structure, cash position, borrowings, gearing ratio, exchange rate risk, capital expenditure, and asset pledges, with the capital structure comprising borrowings, lease liabilities, and equity attributable to owners Capital Structure The company manages capital to ensure sustainable operations and maximize shareholder returns, with its capital structure including borrowings, lease liabilities, and equity attributable to owners - The company's capital structure comprises borrowings and lease liabilities (net of bank balances and cash) and equity attributable to owners of the company[71] Cash Position As of June 30, 2025, the company's bank balances and cash significantly decreased Bank Balances and Cash | Item | June 30, 2025 (HKD millions) | December 31, 2024 (HKD millions) | Change | | :--- | :--- | :--- | :--- | | Bank balances and cash | 2.6 | 7.3 | -64.38% | Borrowings As of June 30, 2025, the company's total borrowings remained at HKD 116.9 million, of which HKD 90 million was utilized bank facilities Borrowings | Item | June 30, 2025 (HKD millions) | December 31, 2024 (HKD millions) | | :--- | :--- | :--- | | Carrying amount of borrowings | 116.9 | 116.9 | | Bank facilities | 90.0 | 90.0 | Gearing Ratio As of June 30, 2025, the company's gearing ratio slightly increased Gearing Ratio | Item | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing ratio | 26% | 25% | +1 percentage point | Exchange Rate Risk The company's operations are primarily denominated in HKD, with some assets and liabilities denominated in AUD; currently, exchange rate risk is not hedged but managed through close monitoring of foreign exchange fluctuations - The company's operations are primarily denominated in HKD, with some assets and liabilities denominated in AUD[75] - Exchange rate risk is currently not hedged but managed through close monitoring of foreign exchange fluctuations[76] Capital Expenditure and Commitments As of June 30, 2025, the company had no significant capital commitments - As of June 30, 2025, the company had no significant capital commitments[77] Pledge of Assets As of June 30, 2025, approximately HKD 90 million in utilized bank facilities were pledged by a corporate guarantee and a floating charge over inventories - Approximately HKD 90 million in utilized bank facilities are secured by a corporate guarantee and a floating charge over inventories[78] Contingent Liabilities As of June 30, 2025, the company had no other significant contingent liabilities - As of June 30, 2025, the company had no other significant contingent liabilities[79] Dividends Dividend details are provided in Note 9 to the interim financial statements, and the Board of Directors does not recommend an interim dividend - Dividend details are set out in Note 9 to the interim financial statements[80] Number of Employees and Remuneration Policy As of June 30, 2025, the company had approximately 15 employees, offering competitive remuneration and internal training to attract and retain talent Number of Employees | Item | June 30, 2025 | | :--- | :--- | | Number of employees | Approximately 15 | - The company offers competitive remuneration packages and internal training programs, with remuneration packages reviewed regularly[81] Use of Proceeds from Share Placements This section details the initial intended use and actual utilization as of December 31, 2024, for proceeds from two share placements (rights issue and subscription agreement) in 2022 and 2024, primarily for loan repayment, business development, and working capital Use of Proceeds from Share Placements | Share Placement Date | Initial Allocation (HKD thousands) | Actual Use (HKD thousands) | Principal Use | | :--- | :--- | :--- | :--- | | July 5, 2022 Rights Issue | 25,900 | 25,900 | Loan repayment, business development, working capital | | June 28, 2024 Subscription | Approximately 23,600 | Used for loan repayment and general working capital | Loan repayment, general working capital | | November 21, 2024 Rights Issue | 47,482 | 47,482 | Loan repayment, working capital | Material Investments Held, Material Acquisitions or Disposals of Subsidiaries and Affiliated Companies, and Plans for Material Investments or Capital Assets Apart from the disclosed disposal of a subsidiary, the Group held no material investments, made no material acquisitions or disposals of subsidiaries and affiliated companies, and had no plans for material investments or capital assets during mid-2025 - Apart from the disclosed disposal of a subsidiary, the Group had no other material investments, acquisitions, or disposals in mid-2025[83] Events After Reporting Period As of the report date, the Group had no significant events after June 30, 2025 - As of the report date, the Group had no significant events after June 30, 2025[84] Other Information This section discloses share interests of directors and chief executives, substantial shareholders, and information on the company's compliance with the Model Code for Securities Transactions by Directors, corporate governance, and audit committee operations Directors' and Chief Executives' Interests in Shares, Underlying Shares or Debentures of the Company and its Associated Corporations As of June 30, 2025, Executive Director Ms. Huang Wei held approximately 26.16% of the company's ordinary shares in long positions, with no other directors or chief executives holding share or related share interests Directors' Interests in Shares | Name of Director | Capacity/Nature of Interest | Total Number of Ordinary Shares Held | Approximate Percentage of Interest | | :--- | :--- | :--- | :--- | | Ms. Huang Wei | Beneficial Owner | 499,012,800 | 26.16% | Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares of the Company As of June 30, 2025, to the knowledge of the company's directors, no other persons held interests or short positions in 5% or more of the company's voting shares, apart from directors and chief executives - Apart from directors and chief executives, no other persons held interests or short positions in 5% or more of the company's voting shares[86] Directors' Rights to Acquire Shares or Debentures For the six months ended June 30, 2025, neither the company nor its subsidiaries made any arrangements enabling directors or chief executives to acquire rights to subscribe for company securities - Neither the company nor its subsidiaries made any arrangements enabling directors or chief executives to acquire rights to subscribe for company securities[87] Purchase, Sale or Redemption of Shares For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any shares - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any shares during the reporting period[88] Directors' Interests in Competing Business For the six months ended June 30, 2025, no director or their associates held interests in any business that competes or is likely to compete with the Group's business - No director or their associates held interests in any business that competes or is likely to compete with the Group's business[89] Model Code for Securities Transactions by Directors The company has adopted a model code for directors' securities transactions equivalent to that stipulated in the GEM Listing Rules and confirms all directors complied with the required standards during the review period - The company has adopted a model code for directors' securities transactions and confirms all directors complied with the required standards during the review period[90] Corporate Governance Code The Board believes the company complied with the code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules for the six months ended June 30, 2025 - The company complied with the code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[91] Audit Committee The Audit Committee, composed of three independent non-executive directors, oversees and reviews the Group's risk management, internal controls, regulatory compliance, and financial statement integrity, and has reviewed the unaudited interim financial statements for this period - The Audit Committee comprises three independent non-executive directors, with Mr. Hu Zijing as Chairman[92] - The Audit Committee has reviewed the unaudited interim financial statements for 2025 and considers them to comply with applicable accounting standards and GEM Listing Rules[92]