恒伟集团控股(08219) - 2025 - 中期财报

Company Information The section provides an overview of the company's governance structure, key personnel, and fundamental operational details Board of Directors and Committee Composition This section details the composition of Hanvey Group Holdings Limited's Board of Directors, compliance officer, company secretary, authorized representatives, and members of the audit, remuneration, and nomination committees - The Board of Directors comprises Mr. Cheuk Sin Cheung (Chairman and Chief Executive Officer), Ms. Au Ching Mei (Executive Director), and three independent non-executive directors[7][8] - Mr. Yu Sau Ning is the Chairman of the Audit Committee and Remuneration Committee, while Mr. Cheuk Sin Cheung is the Chairman of the Nomination Committee[9] Company Basic Information This section provides essential company details including auditors, legal advisors, headquarters, registered office, share registrar, principal bankers, GEM stock code, and website - The company's stock code is 8219, and its website is **www.hanveygroup.com.hk**[10](index=10&type=chunk) - The auditor is Tianjian International CPA Limited, and the Hong Kong legal advisor is Tsui & Co[9] Executive Summary This section presents the key financial highlights for the first half of 2025, demonstrating a significant turnaround in profitability and revenue growth Key Financial Highlights for H1 2025 This section outlines Hanvey Group's key financial performance for the six months ended June 30, 2025, including revenue growth, a turnaround to net profit, and significant improvement in basic earnings per share Key Financial Highlights for H1 2025 | Metric | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 54,062 | 51,811 | +4.34% | | Profit/(Loss) Attributable to Owners of the Company | 1,060 | (8,970) | Turned to Profit | | Basic Earnings/(Loss) Per Share | 0.43 HK cents | (5.44) HK cents | Turned to Profit | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This section details the Group's financial performance for the six months ended June 30, 2025, showing a shift from loss to profit driven by revenue growth and cost reductions Profit or Loss and Comprehensive Income Performance This section presents Hanvey Group's condensed consolidated statement of profit or loss and other comprehensive income for the six months ended June 30, 2025, reflecting a turnaround from loss to profit, driven by revenue growth, increased other income, and significant reductions in administrative expenses and finance costs, though exchange differences led to increased other comprehensive expenses Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Six Months Ended June 30, 2025) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 54,062 | 51,811 | Increase of 2,251 | | Gross Profit | 18,417 | 17,299 | Increase of 1,118 | | Other income, gains and losses | 2,613 | (334) | Increase of 2,947 (Turned to profit) | | Administrative expenses | (18,402) | (20,361) | Decrease of 1,959 | | Finance costs | (2,011) | (3,918) | Decrease of 1,907 | | Profit/(Loss) before tax | 1,153 | (8,824) | Increase of 9,977 (Turned to profit) | | Profit/(Loss) for the period | 1,058 | (8,972) | Increase of 10,030 (Turned to profit) | | Profit/(Loss) attributable to owners of the Company | 1,060 | (8,970) | Increase of 10,030 (Turned to profit) | | Exchange differences arising on translation | (4,995) | 4,740 | Decrease of 9,735 (From income to expense) | | Basic earnings/(loss) per share | 0.43 HK cents | (5.44) HK cents | Turned to profit | Condensed Consolidated Statement of Financial Position This section outlines the Group's financial position as of June 30, 2025, indicating changes in asset and liability structure due to disposals and expanded net current liabilities Changes in Asset and Liability Structure This section presents Hanvey Group's condensed consolidated statement of financial position as of June 30, 2025, showing a decrease in both total assets and net assets, and an expansion of net current liabilities, reflecting asset disposals and changes in the liability structure Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 21,497 | 22,448 | Decrease of 951 | | Current assets | 81,205 | 95,991 | Decrease of 14,786 | | Assets classified as held for sale | 16,100 | 34,902 | Decrease of 18,802 | | Current liabilities | 108,698 | 118,542 | Decrease of 9,844 | | Liabilities associated with assets classified as held for sale | 2,447 | 23,205 | Decrease of 20,758 | | Net current liabilities | (13,840) | (10,854) | Expanded by 2,986 | | Net assets | 7,657 | 11,594 | Decrease of 3,937 | | Equity attributable to owners of the Company | 8,546 | 12,481 | Decrease of 3,935 | Condensed Consolidated Statement of Changes in Equity This section illustrates the movements in the Group's equity for the six months ended June 30, 2025, primarily influenced by comprehensive expenses and exchange reserve changes Analysis of Changes in Equity This section presents Hanvey Group's condensed consolidated statement of changes in equity for the six months ended June 30, 2025, showing a decrease in equity attributable to owners of the company from HKD 11,594 thousand at the end of 2024 to HKD 7,657 thousand, primarily due to total comprehensive expenses for the period, especially a reduction in exchange reserves Condensed Consolidated Statement of Changes in Equity (As of June 30, 2025) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Share Capital | 24,750 | 24,750 | No change | | Share Premium | 52,362 | 52,362 | No change | | Exchange Reserve | (6,888) | (2,001) | Decrease of 4,887 | | Accumulated Losses | (67,651) | (68,711) | Decrease of 1,060 (Loss narrowed) | | Equity attributable to owners of the Company | 8,546 | 12,481 | Decrease of 3,935 | | Total Equity | 7,657 | 11,594 | Decrease of 3,937 | - Profit for the period was HKD 1,060 thousand, but total comprehensive expenses, mainly due to exchange differences, amounted to HKD 3,937 thousand[15] Condensed Consolidated Statement of Cash Flows This section presents the Group's cash flow activities for the six months ended June 30, 2025, highlighting a positive shift in operating cash flow despite a net decrease in overall cash and cash equivalents Cash Flow Performance This section presents Hanvey Group's condensed consolidated statement of cash flows for the six months ended June 30, 2025, showing a turnaround to positive cash flow from operating activities, but investing and financing activities led to a net decrease in cash and cash equivalents, resulting in a significantly lower period-end cash balance Condensed Consolidated Statement of Cash Flows (Six Months Ended June 30, 2025) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 242 | (28,248) | Increase of 28,490 (Turned from negative to positive) | | Net cash (used in)/generated from investing activities | (18) | 7,277 | Decrease of 7,295 (Turned from positive to negative) | | Net cash used in financing activities | (9,245) | (74) | Increase of 9,171 (Expenditure increased) | | Net decrease in cash and cash equivalents | (9,021) | (21,045) | Decrease of 12,024 (Decrease narrowed) | | Cash and cash equivalents at end of period | 1,881 | (5,281) | Increase of 7,162 (Turned from negative to positive) | Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and breakdowns for various financial statement items, including company background, accounting policies, revenue, disposals, and financial instruments 1. Company Information This section details the company's registration, establishment date, principal place of business, ultimate holding company, and its primary business activities of designing, developing, manufacturing, and distributing ODM watch products - The Company was incorporated in the Cayman Islands as an exempted company with limited liability on June 12, 2017[17] - The Company is an investment holding company, with its subsidiaries primarily engaged in the design, development, manufacture, and distribution of watch products on an original design manufacturer (ODM) basis for global watch manufacturers, brand owners, and watch importers[17] - The Company's shares were listed on GEM of The Stock Exchange of Hong Kong Limited on July 12, 2018[18] 2. Basis of Preparation and Accounting Policies This section outlines the basis for preparing the interim financial statements, which adheres to Hong Kong Financial Reporting Standards, confirming consistency with prior year's accounting policies and no material impact from new standards - The unaudited condensed consolidated interim financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[19] - The accounting policies adopted are consistent with those applied in the audited financial statements for the year ended December 31, 2024[19] - The adoption of new and revised Hong Kong Financial Reporting Standards has no significant impact on the Group's results and financial position[19] 3. Revenue and Segment Information This section discloses the Group's revenue primarily from ODM watch manufacturing and trading, categorized by customer geographical location (Asia, Europe, Pacific Region, South America) - The Group currently operates only one operating segment: original design manufacturing (ODM)[20] Revenue by Customer Geographical Location (Six Months Ended June 30, 2025) | Region | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Asia | 26,076 | 32,536 | | Europe | 8,672 | 5,251 | | Pacific Region | 2,930 | 3,032 | | South America | 16,384 | 10,992 | | Total | 54,062 | 51,811 | - The Group's revenue primarily originates from India, Brazil, and Turkey[21] 4. Revenue, Other Income, Gains and Losses This section details the Group's revenue composition (finished watches, watch kits, watch parts) and other income, gains, and losses, indicating watch kits as the primary revenue source and a significant increase in net exchange gains Revenue Composition (Six Months Ended June 30, 2025) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Finished watches | 12,493 | 16,568 | | Watch kits | 39,669 | 34,018 | | Watch parts | 1,900 | 1,225 | | Total Revenue | 54,062 | 51,811 | Other Income, Gains and Losses (Six Months Ended June 30, 2025) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest income | 168 | 313 | | Rental income | 413 | 192 | | Net exchange gains | 2,115 | 201 | | Net loss on disposal of financial assets at fair value through profit or loss | (83) | (1,572) | | Total | 2,613 | (334) | 5. Gain on Disposal of a Subsidiary This section discloses the details of the company's disposal of its subsidiary, Shenzhen Fukui Precision Technology Co., Ltd., including the counterparty, consideration offset method, and the resulting net gain of HKD 1,938 thousand - The Company entered into a sale and purchase agreement with Billion Riches Limited (Purchaser A) for the disposal of the entire equity interest and sales loan in Shenzhen Fukui Precision Technology Co., Ltd[23] - The disposal (Disposal A) was completed on June 23, 2025, generating a net gain of HKD 1,938 thousand[25] Gain on Disposal of a Subsidiary Calculation (HKD thousands) | Item | Amount | | :--- | :--- | | Consideration for Disposal A | (14,250) | | Investment in disposed company | 19,660 | | Carrying amount of assets and liabilities of disposed company as of June 23, 2024 | (3,675) | | Exchange differences arising on translation of foreign operations | 203 | | Net gain on Disposal A | 1,938 | 6. Profit Before Tax This section provides partial information on profit before tax, specifically depreciation expenses for property, plant, and equipment, indicating a slight increase in depreciation Depreciation of Property, Plant and Equipment (Six Months Ended June 30, 2025) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 2,130 | 2,043 | 7. Income Tax This section lists the Group's income tax expenses, primarily Hong Kong profits tax and China corporate income tax, showing a decrease in total tax expenses Income Tax Expense (Six Months Ended June 30, 2025) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Hong Kong profits tax | 95 | 115 | | China corporate income tax | – | 33 | | Total tax expense | 95 | 148 | 8. Assets and Liabilities Classified as Held for Sale This section details the Group's assets and liabilities classified as held for sale, including the planned disposal of equity in Shenzhen Fukui Precision Technology Co., Ltd. and a Hong Kong property, along with their respective carrying amounts - The Group entered into an agreement on December 17, 2024, to dispose of the entire equity interest and sales loan in its wholly-owned subsidiary, Shenzhen Fukui Precision Technology Co., Ltd., for a consideration of RMB 18.20 million (approximately HKD 19.66 million)[28] - On the same day, the Group entered into an agreement to dispose of a property located in Hong Kong for a cash consideration of HKD 16.40 million[28] Assets and Liabilities Classified as Held for Sale (As of June 30, 2025) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Non-current assets classified as held for sale (Investment property) | 16,100 | 16,100 | | Total assets of disposal group classified as held for sale | – | 18,802 | | Total assets classified as held for sale | 16,100 | 34,902 | | Total liabilities associated with assets classified as held for sale | 2,447 | 23,205 | 9. Earnings/(Loss) Per Share This section explains the basis for calculating earnings per share, noting that diluted earnings per share are the same as basic earnings per share due to the absence of potential dilutive ordinary shares during the reporting period - Earnings per share for the six months ended June 30, 2025, are calculated based on the profit attributable to owners of the Company of approximately HKD 1.06 million[32] - Diluted earnings per share are the same as basic earnings per share as there were no potential dilutive ordinary shares during the reporting period[33] 10. Property, Plant and Equipment This section discloses the Group's expenditure on property, plant, and equipment during the reporting period and the carrying amount of pledged property, plant, and equipment as collateral for bank financing - During the interim period, the Group paid approximately HKD 0.13 million for the purchase of property, plant and equipment (2024 corresponding period: HKD 0.06 million)[34] - As of June 30, 2025, approximately HKD 8.29 million of the Group's pledged property, plant and equipment was mortgaged as collateral for bank financing[34] 11. Trade and Other Receivables, Deposits and Prepayments This section details the composition and aging analysis of trade and other receivables, deposits, and prepayments, showing a decrease in total trade receivables and a relatively high proportion of receivables over 90 days old Trade and Other Receivables, Deposits and Prepayments (As of June 30, 2025) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Trade receivables (net of allowance) | 24,407 | 34,159 | | Other receivables, deposits and prepayments (net of allowance) | 13,443 | 14,113 | Aging Analysis of Trade Receivables (As of June 30, 2025) | Aging | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 15,771 | 10,700 | | 31 to 60 days | 1,147 | 9,043 | | 61 to 90 days | 451 | 4,556 | | Over 90 days | 7,038 | 9,860 | | Total | 24,407 | 34,159 | - The Group generally grants credit terms of 30 to 90 days to trade customers, with longer terms exceeding 90 days for long-term customers[36] 12. Trade and Bills Payables, Other Payables and Accrued Charges This section lists the composition and aging analysis of trade and bills payables, other payables, and accrued charges, showing a slight increase in total trade payables and a decrease in total bills payables Trade and Bills Payables, Other Payables and Accrued Charges (As of June 30, 2025) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Trade payables | 24,422 | 22,715 | | Bills payable | 23,164 | 28,700 | | Other payables and accrued charges | 4,525 | 4,990 | - Trade payables typically have credit terms of 30 to 120 days, and bills payable are all due within 30 to 120 days[37][38] Management Discussion and Analysis This section offers insights into the Group's business performance, future outlook, financial review, and corporate governance practices during the reporting period Business Review This section reviews the Group's business performance during the reporting period, noting a 4.34% year-on-year revenue growth and citing a significant increase in the HKTDC export confidence index for the watch industry - The Group primarily derives revenue from the sale of finished watches, watch kits, and watch parts, as well as providing related assembly services[40] Revenue Growth (Six Months Ended June 30, 2025) | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 54,062 | 51,811 | +4.34% | - The confidence index for the watch industry increased by 10.8 points from 41.3 in Q2 2024 to 52.1 in Q2 2025[41] Prospects This section discusses uncertainties in the overseas business environment, particularly US-China trade relations and risks of economic slowdowns in Europe and the US, while highlighting strong demand for automatic mechanical and quartz watches in Southeast Asia and the Group's focus on core business and product innovation - The overseas business environment remains uncertain, facing economic slowdown or recession risks, with the US-China tariff trade war as a major uncertainty[43] - The watch industry faces challenges from technological innovation, diversified consumer demand, and intensified market competition, yet traditional mechanical watches maintain a solid position in the luxury market[43] - Demand for automatic mechanical and quartz watches in the Southeast Asian market remains substantial, and the Group will closely monitor market trends to provide designs suitable for customers and market needs[43] - The Group intends to continue focusing on developing its core business, committed to improving product design and strengthening development capabilities[44] Financial Review This section reviews the financial performance during the reporting period, noting an increase in gross profit due to higher sales, and significant reductions in administrative expenses and finance costs due to decreased staff costs and bank borrowings Key Financial Metric Changes (Six Months Ended June 30, 2025) | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Gross Profit | 18,420 | 17,299 | Increase of 1,121 | +6.47% | | Administrative Expenses | 18,400 | 20,360 | Decrease of 1,960 | -9.63% | | Finance Costs | 2,010 | 3,920 | Decrease of 1,910 | -48.72% | - The decrease in administrative expenses was primarily due to reduced staff costs, and the decrease in finance costs was mainly due to reduced bank borrowings[45] Interim Dividend The Board of Directors decided not to declare an interim dividend for the reporting period - The Board did not declare an interim dividend for the reporting period (2024: nil)[46] Capital Structure The company's capital structure remained unchanged during the reporting period, consisting primarily of issued share capital and reserves, which are regularly reviewed by the Board - The Company's capital structure, comprising issued share capital and reserves, remained unchanged during the reporting period[47] Liquidity and Financial Resources This section analyzes the Group's liquidity position, showing a significant increase in cash and bank balances, but a slight decrease in the current ratio and a substantial increase in the gearing ratio, indicating higher financial leverage Liquidity Indicators (As of June 30, 2025) | Metric | June 30, 2025 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Cash and bank balances (HKD thousands) | 7,150 | 630 | Increase of 6,520 | | Current Ratio (times) | 0.88 | 1.01 | Decrease of 0.13 | | Gearing Ratio (%) | 969.31% | 730.06% | Increase of 239.25% | - The Directors believe that the Group's financial resources are sufficient to support its business and operations[49] Commitments The Group has entered into a non-legally binding memorandum of understanding with Yangshuo Xingyuan Lead-Zinc Mine Co., Ltd. for the proposed acquisition of a non-ferrous metal mining business - The Group entered into a non-legally binding memorandum of understanding with Yangshuo Xingyuan Lead-Zinc Mine Co., Ltd. regarding the acquisition of a non-ferrous metal mining business[50] Pledged Assets This section lists the details of the Group's assets pledged to banks as collateral for financing at the end of the reporting period, including property, plant and equipment, financial assets, investment properties, and bank deposits Details of Pledged Assets (As of June 30, 2025) | Asset Type | Amount (HKD thousands) | | :--- | :--- | | Property, plant and equipment | 8,285 | | Financial assets at fair value through profit or loss | 19,274 | | Investment properties | 25,288 | | Bank deposits | 6,148 | | Total | 58,995 | Employees and Remuneration Policy As of June 30, 2025, the Group had 105 employees, with a remuneration policy based on qualifications, position, and experience, supported by an annual review system for performance evaluation - As of June 30, 2025, the Group had 105 employees (June 30, 2024: 102 employees)[52] - Salaries are determined based on each employee's qualifications, position, and experience, with an annual review system for salary adjustments, bonuses, and promotions[52] Foreign Exchange Risk The Group's purchases are denominated in HKD, while sales are primarily in USD, RMB, and HKD, with foreign exchange risk reviewed and monitored periodically, but no derivative instruments or hedging activities were undertaken during the reporting period - The Group's purchases are denominated in HKD, while sales are primarily denominated in USD, RMB, and HKD[53] - During the reporting period, the Group did not engage in any derivative activities or hedging activities for foreign exchange risk[54] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[55] Events After Reporting Period Subsequent to the reporting period, the Company entered into a sale and purchase agreement with Zhihua Group Holdings Limited and Wanmao Limited for the disposal of Property B - Subsequent to the reporting period, the Company entered into Sale and Purchase Agreement B with Zhihua Group Holdings Limited and Wanmao Limited for the disposal of Property B[56] Directors' and Chief Executive's Interests and/or Short Positions in Shares, Underlying Shares, and Debentures of the Company or its Associated Corporations This section discloses the long positions of directors and the chief executive in the shares of the Company and its associated corporations as of June 30, 2025, noting that Mr. Cheuk Sin Cheung and Ms. Au Ching Mei jointly hold 51.00% of the Company's shares through their controlled corporation, Hanvey Group Limited Directors' Long Positions in Shares of the Company (As of June 30, 2025) | Name of Director | Capacity/Nature of Interest | Number of Ordinary Shares | Percentage of Total Shares | | :--- | :--- | :--- | :--- | | Mr. Cheuk Sin Cheung | Interest in controlled corporation | 126,225,000 | 51.00% | | Ms. Au Ching Mei, M.H. | Interest in controlled corporation | 126,225,000 | 51.00% | - Mr. Cheuk Sin Cheung and Ms. Au Ching Mei jointly own 51.00% of the Company's shares through Hanvey Group Limited[58] Directors' Long Positions in Ordinary Shares of Associated Corporations (As of June 30, 2025) | Name of Director | Name of Associated Corporation | Capacity/Nature of Interest | Number of Ordinary Shares | Percentage of Total Shares | | :--- | :--- | :--- | :--- | | Mr. Cheuk Sin Cheung | Hanvey | Beneficial interest | 1 | 50% | | Ms. Au Ching Mei | Hanvey | Beneficial interest | 1 | 50% | Substantial Shareholders' Interests and/or Short Positions in Shares and Underlying Shares of the Company This section discloses that, apart from directors and the chief executive, the substantial shareholder Hanvey Group Limited holds 51.00% of the Company's shares Substantial Shareholders' Long Positions in Shares of the Company (As of June 30, 2025) | Name of Shareholder | Capacity/Nature of Interest | Number of Ordinary Shares | Percentage of Total Shares | | :--- | :--- | :--- | :--- | | Hanvey | Beneficial interest | 126,225,000 | 51.00% | Purchase, Sale or Redemption of the Company's Listed Securities During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[61] Material Investments Held, Material Acquisitions or Disposals of Subsidiaries, Associates and Joint Ventures During the reporting period, the Company did not undertake any material investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures - During the reporting period, the Company had no material investments, material acquisitions, or disposals of subsidiaries, associates, or joint ventures[62] Future Plans for Material Investments or Capital Assets Apart from the memorandum of understanding for the acquisition of a non-ferrous metal mining business disclosed in this interim report, the Group has no other significant investment or capital asset plans for the next year - Except as disclosed in this interim report, the Group has no other material investment or capital asset plans for the next year[63] Share Option Scheme The Company adopted a share option scheme in 2018 to incentivize employees and attract talent, but no options have been granted since its adoption, and no outstanding options existed as of June 30, 2025 - The share option scheme was approved and adopted on June 20, 2018, with a 10-year validity, aiming to provide incentives and attract talent[64] - No share options have been granted since the adoption of the scheme, and as of June 30, 2025, there were no outstanding share options under the Company's share option scheme[66] - The total number of shares available for grant under the share option scheme was 100,000,000 shares, representing 10% of the issued shares as of June 30, 2025[66] Competition and Conflicts of Interest During the reporting period, no directors, management shareholders, substantial shareholders, or their associates engaged in any business competing with or conflicting with the Group's business - During the reporting period, none of the Company's directors, management shareholders, substantial shareholders, or any of their respective associates engaged in any business that competes or may compete with the Group's business, or had any other conflicts of interest with the Group[67] Corporate Governance Code The Company complied with the Corporate Governance Code under the GEM Listing Rules during the reporting period, though the roles of Chairman and Chief Executive Officer are held by the same individual, an arrangement the Board believes is in the Group's best interest - During the reporting period, the Company complied with the code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[68] - The roles of Chairman and Chief Executive Officer are held by Mr. Cheuk Sin Cheung, which deviates from code provision C.2.1, but the Board believes this arrangement is in the best interest of the Group[68] Code of Conduct for Securities Transactions by Directors The Company has adopted a code of conduct for directors' securities transactions and confirmed that directors complied with this code during the reporting period - The Company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[69] - During the reporting period, the directors complied with the required standard of dealings and the code of conduct for securities transactions by directors[69] Audit Committee The Audit Committee has reviewed the unaudited consolidated results contained in this interim report and found them to be in compliance with applicable accounting standards and the GEM Listing Rules - The Audit Committee members include Mr. Yu Sau Ning (Chairman), Ms. Yu Wai Fong, and Mr. Yip Yat Lam[70] - The Audit Committee has reviewed the Group's unaudited consolidated results for the reporting period and is of the opinion that they were prepared in accordance with applicable accounting standards and the GEM Listing Rules, with adequate disclosures made[70] Forward-Looking Statements This section cautions readers that forward-looking statements in the interim report are based on various assumptions, are not guarantees of future performance, and are subject to risks, uncertainties, and assumptions - This interim report contains forward-looking statements regarding the Group's financial position, operating results, and business[71] - These forward-looking statements reflect the Group's views on future events and are not guarantees of future performance, being subject to certain risks, uncertainties, and assumptions[71]