华星控股(08237) - 2025 - 中期业绩

Company Information This section outlines the company's board and committee composition, including recent changes, and its registered and principal office details Board and Committee Composition The Board of Directors comprises executive, non-executive, and independent non-executive directors, with committee membership changes effective January 6, 2025 - Board members include Executive Directors Mr. He Dingding (CEO) and Mr. Lu Tianshun[11] - The Audit Committee Chairman changed from Ms. Tam Mei Chu to Mr. Tang Chiu Ming, while Ms. Chan Wai Ki and Mr. Wong Chun Hung remained Chairpersons of the Remuneration and Nomination and Corporate Governance Committees, respectively, all effective January 6, 2025[11] Registered and Principal Offices The company's registered office is in the Cayman Islands, with its principal place of business in Hong Kong, stock code 8237, and a corporate website - The company's registered office is located at Cricket Square, Cayman Islands[12] - The principal place of business in Hong Kong is on the 16th Floor, Kai Tak Commercial Building, 317 & 319 Des Voeux Road Central, Sheung Wan, Hong Kong[12] - The company's stock code is 8237, and its website is www.irasia.com/listco/hk/linkholdings[12](index=12&type=chunk) Financial Highlights This section summarizes the Group's operating results, showing a significant decline in hotel revenue and increased net loss attributable to owners Overview of Operating Results The Group's hotel operating revenue significantly decreased by 38.4%, leading to a 21.5% increase in loss attributable to owners and expanded basic loss per share Key Financial Metrics Comparison (For the six months ended June 30) | Metric | 2025 (HKD) | 2024 (HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Hotel Operating Revenue | 13,590,000 | 22,067,000 | -38.4% | | Loss Attributable to Owners of the Company | 42,206,000 | 34,736,000 | +21.5% | | Basic Loss Per Share | 24.86 HK cents | 20.74 HK cents (Restated) | +19.8% | Condensed Consolidated Statement of Comprehensive Income This section analyzes the Group's comprehensive income, showing significant revenue decline, reduced gross profit, and increased losses for the period Analysis of Comprehensive Income Statement The Group experienced a significant revenue decline, leading to an over 80% reduction in gross profit and increased losses, driven by lower hotel revenue and exchange differences Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Metric | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 13,590 | 22,067 | -38.4% | | Cost of Sales | (11,739) | (11,316) | +3.7% | | Gross Profit | 1,851 | 10,751 | -82.8% | | Loss Before Income Tax | (41,192) | (33,267) | +23.8% | | Loss for the Period | (42,226) | (34,799) | +21.3% | | Exchange Differences Arising from Translation of Foreign Operations | (20,856) | (13,496) | +54.5% | | Total Comprehensive Expenses for the Period | (63,082) | (48,295) | +30.6% | | Loss for the Period Attributable to Owners of the Company | (42,206) | (34,736) | +21.5% | | Basic Loss Per Share (HK cents) | (24.86) | (20.74) | +19.8% | - Loss for the period was primarily due to decreased hotel operating revenue and increased administrative expenses and finance costs[15] - Exchange differences arising from the translation of foreign operations led to a significant increase in other comprehensive expenses[15] Condensed Consolidated Statement of Financial Position This section analyzes the Group's financial position, revealing increased non-current assets, decreased current assets, and expanded net liabilities and owner's deficit Analysis of Financial Position As of June 30, 2025, the Group's financial position deteriorated with increased non-current assets, decreased current assets, and significantly expanded net liabilities and owner's deficit Condensed Consolidated Statement of Financial Position (As at June 30, 2025) | Metric | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 480,809 | 457,304 | +5.1% | | Total Current Assets | 29,973 | 39,226 | -23.6% | | Total Current Liabilities | 609,836 | 538,826 | +13.2% | | Net Current Liabilities | (579,863) | (499,600) | +16.1% | | Net Liabilities | (140,425) | (81,284) | +72.8% | | Equity Attributable to Owners of the Company | (137,360) | (78,270) | +75.5% | - Net current liabilities significantly increased, primarily due to a rise in interest-bearing bank and other borrowings[17] - Equity attributable to owners of the company expanded from a deficit to HKD 137,360 thousand, indicating a continuous deterioration in financial position[18] Condensed Consolidated Statement of Changes in Equity This section analyzes changes in the Group's equity, revealing expanded accumulated losses and negative translation reserves, leading to a deteriorating owner's equity position Analysis of Changes in Equity The Group's accumulated losses and negative translation reserves significantly expanded, leading to a deteriorating equity position for owners, despite share capital increases from placements Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30, 2025) | Metric | June 30, 2025 (HKD '000) | January 1, 2024 (HKD '000) | | :--- | :--- | :--- | | Share Capital | 5,026 | 4,188 | | Share Premium | 366,455 | 363,352 | | Translation Reserve | (105,776) | (79,560) | | Accumulated Losses | (478,735) | (301,415) | | Equity Attributable to Owners of the Company | (137,360) | 71,204 | | Total Deficit | (140,425) | 72,603 | - Loss for the period of HKD 42,206 thousand and exchange differences of HKD 20,825 thousand arising from the translation of foreign operations were key factors in the significant reduction of equity[19] - Share issuance through placement brought an increase of HKD 3,941 thousand in share capital and share premium, but failed to reverse the overall trend of expanding deficit[19] Condensed Consolidated Statement of Cash Flows This section analyzes the Group's cash flows, revealing continued operating cash outflows and a significant reduction in overall cash and cash equivalents Analysis of Cash Flows The Group's operating activities continued to generate cash outflows, leading to a significant decrease in overall cash and cash equivalents despite financing inflows Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Metric | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (22,258) | (20,686) | | Net Cash Used in Investing Activities | (10) | (540) | | Net Cash From Financing Activities | 7,468 | 18,505 | | Net Decrease in Cash and Cash Equivalents | (14,800) | (2,721) | | Cash and Cash Equivalents at End of Period | 5,825 | 22,400 | - Net cash used in operating activities increased year-on-year, indicating intensified cash consumption by core operations[21] - Net cash from financing activities significantly decreased year-on-year, reflecting potential impacts on external financing capabilities[21] Notes to the Condensed Consolidated Interim Financial Statements This section provides detailed notes on the interim financial statements, including company information, accounting policies, revenue, expenses, tax, loss per share, dividends, and receivables/payables Company Information The Company, incorporated in the Cayman Islands, primarily engages in investment holding, with subsidiaries in hotel ownership, services, distressed debt, and property investment - The Company was incorporated as an exempted company in the Cayman Islands on May 15, 2012[22] - Its principal business is investment holding, with subsidiaries primarily engaged in hotel ownership, hotel services, distressed debt asset management, and property investment[22] Basis of Preparation and Principal Accounting Policies Interim financial statements adhere to IFRS and GEM Listing Rules, using consistent accounting policies, with no significant impact from newly adopted standards - The interim financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and the applicable disclosure requirements of the GEM Listing Rules[23] - The accounting policies and methods of computation used in preparing these interim financial statements are consistent with those used in the 2024 audited consolidated financial statements[23] - The adoption of all new and revised standards, amendments, and interpretations had no significant impact on the Group's accounting policies or the amounts reported for the current and prior periods[24] Revenue and Loss from Distressed Debt Assets Accounted for at Amortized Cost The Group's revenue primarily from hotel operations, with hotel room revenue significantly declining; distressed debt assets recorded no losses, and revenue mainly from Singapore and Japan Revenue Analysis (For the six months ended June 30) | Revenue Source | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Hotel Room | 8,756 | 16,117 | -45.7% | | Food & Beverage | 2,696 | 3,213 | -16.1% | | Rental Income from Hotel Properties | 1,465 | 2,364 | -38.0% | | Other Hotel Income | 673 | 373 | +80.4% | | Total Hotel Operating Revenue | 13,590 | 22,067 | -38.4% | | Distressed Debt Asset Impairment Loss | – | (19) | -100% | Revenue by Geographical Segment (For the six months ended June 30) | Principal Geographical Market | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Singapore | 8,937 | 15,967 | | Japan | 4,653 | 6,100 | | Total | 13,590 | 22,067 | Loss Before Income Tax Expense The Group's loss before income tax was primarily influenced by staff costs, depreciation of property, plant and equipment, and Singapore property tax Key Expense Items (For the six months ended June 30) | Expense Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Staff Costs | 6,189 | 6,365 | | Depreciation of Property, Plant and Equipment | 5,584 | 4,767 | | Depreciation of Right-of-Use Assets | 1,298 | 1,292 | | Singapore Property Tax | 962 | 1,668 | Income Tax Expense The Group's income tax expense primarily from Singapore at 17%, with exemptions for HK, Cayman, BVI entities, and local rates for Indonesia, China, and Japan subsidiaries - There was no assessable profit in Hong Kong, hence no Hong Kong profits tax provision[28] - Singapore corporate income tax is provided at a 17% rate, being the sole component of income tax expense for the period, amounting to HKD 1,034 thousand in 2025 and HKD 1,532 thousand in 2024[29][30] - Indonesian subsidiaries are taxed at 25%, Chinese subsidiaries at 25% corporate income tax, and Japanese subsidiaries at an effective statutory income tax rate of approximately 33.59%[29] Loss Per Share Basic and diluted loss per share attributable to owners increased, with diluted loss per share matching basic loss due to anti-dilutive effects Loss Per Share (For the six months ended June 30) | Metric | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic Loss Per Share | (24.86) | (20.74) | | Diluted Loss Per Share | (24.86) | (20.74) | - Diluted loss per share was the same as basic loss per share due to the anti-dilutive effect of potential dilutive ordinary shares on basic loss per share[32] - The weighted average number of ordinary shares used in calculating basic and diluted loss per share has been adjusted for the share consolidation effective March 5, 2025[31] Dividends The Board does not recommend any dividend payment for the six months ended June 30, 2025 - The Directors do not recommend the payment of any dividend for the six months ended June 30, 2025 (2024: nil)[33] Trade and Other Receivables The Group's trade receivables significantly decreased, with a 30-day credit period and no major credit concentration risk, under strict management control - As at June 30, 2025, trade receivables were approximately HKD 809,000 (December 31, 2024: approximately HKD 2,569,000), representing a significant decrease[34] - Trade receivables generally have a 30-day credit period, with no significant credit concentration risk[34] Trade Receivables Ageing Analysis (As at the end of the reporting period) | Ageing | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Current to 30 days | 749 | 1,881 | | 31 to 60 days | 55 | 668 | | 61 to 90 days | – | 7 | | Over 90 days | 5 | 13 | | Total | 809 | 2,569 | Trade and Other Payables The Group's trade payables increased with a 30-day credit period, and both current and non-current construction payables also rose - As at June 30, 2025, trade payables were approximately HKD 1,557,000 (December 31, 2024: approximately HKD 957,000), representing an increase[36] - The Group typically obtains a maximum 30-day credit period from its suppliers, and trade payables are interest-free[36] Trade Payables Ageing Analysis (As at the end of the reporting period) | Ageing | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Current to 30 days | 1,118 | 473 | | 31 to 60 days | 220 | 246 | | 61 to 90 days | 124 | 146 | | Over 90 days | 95 | 92 | | Total | 1,557 | 957 | - Other payables include amounts due for construction work, with current portion of approximately HKD 42,118,000 and non-current portion of approximately HKD 7,601,000, both showing increases[36] Management Discussion and Analysis This section reviews the Group's business and financial performance, covering hotel operations, asset management, liquidity, capital structure, and corporate governance Business Review The Group operates hotels in Singapore and Japan, and distressed debt assets; Singapore hotel renovations expanded, Japan hotel underperformed due to financial and earthquake issues, and Bintan development remains suspended - The Group continues to focus on operating its hotel businesses in Singapore and Japan, and managing distressed debt assets[37] - Singapore's Hotel Grand Central experienced a further reduction in available rooms due to expanded renovation and maintenance works, with completion expected by end-2025[37] - Japan's Hanatsubaki Onsen Hotel business underperformed due to financial and human resource constraints and the Noto Peninsula earthquake, leading the Group to consider exploring sale options to alleviate liquidity pressure[37] - The development of Bintan Resort Hotel in Indonesia has been suspended since early 2020 due to the COVID-19 pandemic, and the Group is considering seeking potential investors for capital injection[37] Financial Review The Group's total hotel operating revenue decreased by 38.4% due to renovations, leading to a 21.5% increase in loss attributable to owners and expanded basic loss per share - Total hotel operating revenue was approximately HKD 13,590,000, a decrease of approximately 38.4% year-on-year, mainly due to a further reduction in available rooms from expanded renovation and maintenance works at Hotel Grand Central[38] - Loss attributable to owners of the company was approximately HKD 42,206,000, an increase of approximately 21.5% year-on-year[39] - Basic loss per share was approximately 24.86 HK cents (2024: approximately 20.74 HK cents (restated))[39] Hotel Operations Room revenue, 64.4% of total hotel operating revenue, significantly declined; Hotel Grand Central saw improved occupancy but lower average room rate and RevPAR, with F&B and rental income also decreasing - Room revenue was approximately HKD 8,756,000, accounting for approximately 64.4% of the Group's total hotel operating revenue, primarily from Hotel Grand Central Singapore and the Japan Onsen Hotel[40] Hotel Grand Central Key Operating Metrics (For the six months ended June 30) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Total Available Room Nights | 16,290 | 26,754 | -39.1% | | Occupancy Rate | 57% | 47% | +10 ppts | | Average Room Rate (HKD) | 619.5 | 835.3 | -25.9% | | Revenue Per Available Room (HKD) | 354.7 | 391.2 | -9.4% | - Food and beverage revenue was approximately HKD 2,696,000, accounting for approximately 19.8% of total hotel operating revenue[40] - Rental income from hotel tenants was approximately HKD 1,465,000[41] Bintan Assets Bintan Resort Hotel development in Indonesia has been suspended since early 2020 due to financial constraints, with the Group seeking investors for completion or acquisition - The phase one construction contract for the initial Bintan development plan was signed in September 2016, but project progress has been delayed since 2020 due to tightened financial resources and the COVID-19 pandemic[42] - The Group is currently considering seeking potential investors for capital injection to complete or fully acquire the Bintan assets[42] Distressed Debt Asset Management Business The Group recorded no losses from distressed debt assets during the period, with management finding no issues regarding ownership or recoverability - During the review period, the Group recorded no losses from distressed debt assets (net of impairment losses) (2024: loss of approximately HKD 19,000)[43] - As at the date of this interim report, management found no issues regarding the ownership or recoverability of distressed debt assets[43] Liquidity, Financial Resources and Capital Structure The Group faces severe liquidity pressure with increased net current liabilities and short-term borrowings; the Board actively seeks financing to ensure sufficient financial resources - As at June 30, 2025, the Group recorded net current liabilities of approximately HKD 579,863,000 (2024: approximately HKD 499,600,000)[44] - Short-term interest-bearing bank and other borrowings amounted to approximately HKD 489,076,000 (2024: approximately HKD 427,857,000)[44] - The Directors have been closely monitoring the Group's working capital and considering appropriate avenues for funding, such as internal working capital, unutilized bank facilities, shareholders' funds, and new external funding[44] Placing of New Shares Under General Mandate The Company completed a placement of 33,504,000 new shares in June 2025, raising HKD 3.824 million for working capital, deemed optimal by the Board to strengthen finances and broaden the shareholder base - The placing was completed on June 18, 2025, with a total of 33,504,000 placing shares successfully placed[45] - The placing price was HKD 0.120 per share, representing a discount of approximately 16.08% to the closing price on the date of the placing agreement[45] - Net proceeds from the placing were approximately HKD 3,824,000, all intended for the Group's general working capital. As at June 30, 2025, approximately HKD 2,900,000 had been utilized[46] - The Board believes the placing strengthens the Group's financial position and provides an excellent opportunity to broaden the Company's shareholder and capital base, being more suitable than other fundraising methods[47] Measures to Address Going Concern Issues To alleviate liquidity pressure, the Company is implementing measures including hotel renovations, utilizing placement proceeds, seeking new financing, negotiating debt restructuring, and exploring asset sales - Hotel Grand Central's renovation and maintenance works have expanded to include ancillary buildings and the main block, with completion expected by end-2025[49] - The placing of new shares is complete, with net proceeds of approximately HKD 3,824,000, of which approximately HKD 2,900,000 has been used for the Group's general working capital[50] - The Group remains committed to securing new financing sources at reasonable costs and is actively negotiating with existing lenders to explore options for extending, refinancing, or restructuring existing borrowings, as well as reducing interest rates and/or deferring principal and interest payments[51] - The Group continues to seek suitable opportunities to dispose of its assets to increase cash inflows, while implementing cost control measures to streamline administrative expenses[51] Significant Investments, Acquisitions and Disposals The Group made no significant investments, acquisitions, or disposals during the period, with no future plans for major investments or capital assets - During the review period, the Group did not acquire or hold any significant investments[52] - During the review period, the Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures[53] - As at the date of this interim report, the Group had no plans for significant investments or capital assets[54] Capital Gearing Ratio The Group's capital gearing ratio is not applicable as it recorded a deficit attributable to owners as at June 30, 2025 - As at June 30, 2025, the Group's capital gearing ratio was not applicable (June 30, 2024: approximately 1,811.1%)[55] - The capital gearing ratio is not applicable as the Group recorded a deficit attributable to owners of the company as at June 30, 2025[55] Contingent Liabilities As at June 30, 2025, the Group's management was unaware of any significant claims against the Group - As at June 30, 2025, the Group's management was not aware of any significant claims against the Group (December 31, 2024: nil)[56] Share Consolidation and Change in Board Lot Size The Company completed a share consolidation (25-for-1) and changed its board lot size (from 2,000 to 6,000 consolidated shares) in March 2025 to adjust capital structure - Share consolidation: every twenty-five (25) issued and unissued ordinary shares of HKD 0.001 each were consolidated into one (1) ordinary share of HKD 0.025 each in the Company's share capital, effective March 5, 2025[57] - Change in board lot size: from 2,000 existing shares to 6,000 consolidated shares, effective March 19, 2025[57] - As at the date of this report, the Company's authorized share capital was HKD 50,000,000, divided into 2,000,000,000 consolidated shares of HKD 0.025 each[57] Employees and Remuneration Policy The Group saw a slight decrease in employees and staff costs; remuneration policy aligns with market practices, based on performance and experience, offering retirement benefits and training - As at June 30, 2025, the Group employed a total of 53 employees (December 31, 2024: 60)[58] - Total staff costs (including Directors' emoluments) for the review period were approximately HKD 6,189,000 (2024: approximately HKD 6,365,000)[58] - The Group's remuneration policy aligns with prevailing market practices and is determined based on individual employee performance and experience, providing retirement benefits and training[58][59][61] Share Option Scheme The 2014 Share Option Scheme expired, with some options lapsing; a new 2024 scheme was adopted to incentivize participants, but no options have been granted yet - The 2014 Share Option Scheme expired on June 19, 2024[62] - Mr. Chan Cheung Ching's 1,675,200 adjusted share options lapsed as he ceased to be an employee; Ms. Dong Hankun's 10,470,000 share options lapsed due to her resignation[71][77] - The 2024 Share Option Scheme was adopted on May 31, 2024, with a 10-year validity, aiming to reward, attract, and retain eligible participants who contribute to the Group's long-term development[63] - The exercise price will be determined by the Board at its sole discretion, but must in no event be less than the highest of the closing price of the shares on the date of grant, the average closing price for the five business days immediately preceding the date of grant, and the nominal value of the shares[65] - Share options must be held by the grantee for at least twelve (12) months before they can be exercised, though the Board may, at its discretion, grant a shorter vesting period to employee participants[66] - As at the date of this report, no share options have been granted under the 2024 Share Option Scheme since its adoption[74] Foreign Exchange Risk The Group's subsidiaries primarily transact in local functional currencies, minimizing foreign exchange risk, but conversion to HKD presentation currency may incur risk, with no hedging during the period - The vast majority of transactions by the Group's subsidiaries in Singapore, Indonesia, Japan, and China are settled in Singapore Dollars, Indonesian Rupiah, Japanese Yen, and Renminbi, respectively, resulting in minimal foreign exchange risk[75] - Converting the functional currencies of these subsidiaries to the HKD presentation currency may expose them to foreign exchange risk[75] - During the review period, the Group did not use any financial instruments to hedge foreign exchange risk[75] Pledge of Group Assets As at June 30, 2025, approximately HKD 138 million of the Group's property, plant and equipment were pledged to secure bank financing - As at June 30, 2025, certain of the Group's property, plant and equipment with a net book value of approximately HKD 138,119,000 (December 31, 2024: approximately HKD 121,870,000) were pledged to secure bank financing[76] Dividends The Board does not recommend any dividend payment for the review period - The Board does not recommend the payment of any dividend for the review period (2024: nil)[78] Financing Agreement and Specific Performance Deed by Controlling Shareholder The Group secured a SGD 75 million term loan, collateralized by assets, but defaulted on interest payments and is now actively negotiating a waiver and debt restructuring - The Company entered into a financing agreement with an independent third party (the "Lender"), where the Lender was to provide HHI with a term loan facility of SGD 75,000,000[79] - The loan facility was secured by: a charge over LHI's operating accounts, a legal mortgage over HHI's Hotel Grand Central, a fixed and floating charge over all of HHI's assets and undertakings, and a charge executed by Silverine Pacific Ltd over HHI's shares[79] - HHI has drawn down SGD 75,000,000 to repay old debts, fund working capital, and pay related fees[80] - The Group failed to pay accrued interest when due under the terms of the financing agreement, leading to an event of default[82] - The Group is actively negotiating with the Lender for a waiver of default and exploring options for extending, refinancing, or restructuring existing borrowings, as well as reducing interest rates and/or deferring principal and interest payments[84] Outlook The Company holds a cautiously optimistic outlook, contingent on timely refinancing, and will continue to evaluate its hotel portfolio, seek special asset investments, and advance the Bintan Resort project - The Company maintains a cautiously optimistic outlook for the future, anticipating recovery from the COVID-19 pandemic, contingent on timely refinancing[85] - The Company will continue to evaluate its existing investment portfolio and seek suitable special asset investment and restructuring opportunities[85] - Japan's Hanatsubaki Onsen Hotel business currently underperforms, and the Group may consider exploring options (including but not limited to selling the Hanatsubaki Onsen Hotel) to reduce liquidity pressure, subject to timely refinancing[86] - Developing Bintan Resort presents a good opportunity for the Company to expand its regional footprint, contingent on successful and timely refinancing[87] - The Company is actively seeking refinancing to stabilize its financial position, engaging with financial institutions and potential investors to explore various refinancing options[87] Audit Committee The Audit Committee oversees financial reporting, risk management, and internal controls; its composition changed with Mr. Tang Chiu Ming as Chairman from January 6, 2025, and it reviewed the unaudited results for compliance - The Audit Committee is responsible for reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems[88] - Effective January 6, 2025, the Audit Committee comprises three independent non-executive directors: Mr. Tang Chiu Ming (Chairman), Ms. Chan Wai Ki, and Mr. Ho Sing Wai[88] - The Audit Committee has reviewed the Group's unaudited consolidated results for the review period with management and considers them to be in compliance with applicable accounting standards, GEM Listing Rules, and other relevant legal requirements[88] Remuneration Committee The Remuneration Committee reviews and recommends remuneration policies for Directors and senior management; its composition changed, with Ms. Chan Wai Ki remaining Chairperson - The Remuneration Committee is responsible for reviewing the policies and structures for all remuneration of the Company's Directors and senior management and making recommendations to the Board[89] - Effective January 6, 2025, the Remuneration Committee comprises three independent non-executive directors: Ms. Chan Wai Ki (Chairperson), Mr. Tang Chiu Ming, and Mr. Ho Sing Wai[89] Nomination and Corporate Governance Committee The Nomination and Corporate Governance Committee reviews Board structure, identifies candidates, and formulates governance policies; its composition changed, with Mr. Wong Chun Hung remaining Chairman - The Nomination and Corporate Governance Committee is responsible for reviewing the Board's structure, size, composition, and diversity, identifying suitable candidates for Board membership, and formulating and reviewing the Company's corporate governance policies and practices[90] - Effective January 6, 2025, the Nomination and Corporate Governance Committee comprises one non-executive director, Mr. Wong Chun Hung (Chairman), and two independent non-executive directors, Ms. Chan Wai Ki and Mr. Tang Chiu Ming[90] Other Information This section details corporate governance, directors' securities dealings, competing interests, share transactions, and the interests of directors, chief executive, and substantial shareholders Corporate Governance Code The Group complied with the Corporate Governance Code provisions in Part 2 of Appendix C1 to the GEM Listing Rules during the review period - For the six months ended June 30, 2025, the Group complied with the code provisions of the Corporate Governance Code set out in Part 2 of Appendix C1 to the GEM Listing Rules during the review period[92] Code of Conduct Regarding Securities Transactions by Directors The Company adopted GEM Listing Rules' dealing rules, and all Directors confirmed compliance with the code of conduct during the review period - The Company has adopted the required dealing rules set out in Rules 5.48 to 5.67 of the GEM Listing Rules as its code of conduct regarding securities transactions by Directors[93] - Following specific enquiries with all Directors, all Directors confirmed their compliance with the required dealing rules and the code of conduct regarding securities transactions by Directors throughout the review period[93] Competing Interests Directors, controlling shareholders, and their associates confirmed no competing business or interests with the Group during the review period and up to the report date - During the review period and up to the date of this report, each Director or controlling shareholder and their respective close associates confirmed that they had no business or interests in any company that competes or may compete with the Group's business[94] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the review period - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[95] Directors' and Chief Executive's Interests in Shares and Underlying Shares of the Company and Associated Corporations As at June 30, 2025, Mr. Lu Tianshun, Mr. Wong Chun Hung, and Mr. Yuen Lai Him held 48.61% of the Company's issued shares through Ace Kingdom Enterprises Corporation Directors' Long Positions in the Company's Shares (As at June 30, 2025) | Name | Capacity | Total Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lu Tianshun | Interest in a controlled corporation | 97,725,600 | 48.61% | | Mr. Wong Chun Hung | Interest in a controlled corporation | 97,725,600 | 48.61% | | Mr. Yuen Lai Him | Interest in a controlled corporation | 97,725,600 | 48.61% | - Mr. Lu, Mr. Wong, and Mr. Yuen are deemed to have an interest in the Company's shares held by Ace Kingdom, which is owned by multiple entities and individuals[100] Substantial Shareholders' Interests and Short Positions in the Company's Shares and Underlying Shares As at June 30, 2025, substantial shareholders, including Ace Kingdom, CMI Financial Holding, and China Orient Asset Management, held significant proportions of the Company's shares Substantial Shareholders' Long Positions in Shares (As at June 30, 2025) | Shareholder Name/Entity | Capacity | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ace Kingdom | Beneficial owner | 97,725,600 | 48.61% | | Boomerang Investment Limited | Interest in a controlled corporation | 97,725,600 | 48.61% | | Mr. Kwok Yee Chek | Interest in a controlled corporation | 97,725,600 | 48.61% | | Billion Supreme Holdings Limited | Interest in a controlled corporation | 97,725,600 | 48.61% | | CMI Financial Holding Company Limited | Beneficial owner | 27,600,000 | 13.73% | | CMI Asia Asset Management Co., Ltd. | Interest in a controlled corporation | 27,600,000 | 13.73% | | China Minsheng Investment Corp., Ltd. | Interest in a controlled corporation | 27,600,000 | 13.73% | | China Orient Asset Management Co. | Beneficial owner | 12,400,000 | 6.17% | - Ace Kingdom is a company with interests held by Boomerang Investment Limited (36%), Mr. Kwok Yee Chek (35%), Billion Supreme Holdings Limited (20%), and Mr. Yuen Lai Him (9%), respectively[103] - CMI Financial Holding Company Limited is wholly owned by CMI Asia, which is wholly owned by China Minsheng Investment[103]