中彩网通控股(08071) - 2025 - 中期业绩

Company Announcements and Important Notices Announcement Statement Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the content of this announcement, make no statement as to its accuracy or completeness, and accept no liability for any loss - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the content of this announcement, make no statement as to its accuracy or completeness, and accept no liability for any loss[1] Interim Results Announcement The Board of Directors is pleased to announce the unaudited consolidated results for the six months ended June 30, 2025, in compliance with GEM Listing Rules, with the full interim report to be dispatched to shareholders and published online - The Board of Directors is pleased to announce the unaudited consolidated results for the six months ended June 30, 2025, in compliance with GEM Listing Rules requirements[3] - The printed version of the Company's 2025 interim report will be dispatched to shareholders and published on the Company's and Stock Exchange's websites in due course[3] Board Members and Responsibility Statement This announcement lists the company's executive and independent non-executive directors, who collectively and individually assume full responsibility for the accuracy, completeness, and non-misleading nature of the information herein - Executive Directors are Mr Sun Haitao and Ms Wu Shan; Independent Non-executive Directors are Mr Fan Lei, Ms Liu Jia, and Mr Yu Tat Chi[4] - Each Director confirms that the information contained in the announcement is accurate and complete in all material respects, contains no misleading or fraudulent statements, and omits no material facts, and they collectively and individually accept full responsibility[4] GEM Market Characteristics and Risk Warning The GEM market provides a listing platform for SMEs, which typically carry higher investment risks; investors should fully understand potential risks, including market volatility and uncertain liquidity, and make prudent investment decisions - GEM is positioned to provide a listing market for small and medium-sized companies, which carry higher investment risks compared to companies listed on the Main Board of the Stock Exchange[5] - Securities traded on GEM may be subject to greater market volatility risks than those traded on the Main Board, and there is no guarantee of a highly liquid market for GEM-traded securities[5] Financial Highlights Summary of Key Financial Performance For the six months ended June 30, 2025, the Group's revenue from continuing operations decreased by approximately 28% to HK$13.023 million, with the consolidated loss attributable to owners increasing by 13.8% to HK$3.872 million, resulting in a basic and diluted loss per share of 0.08 HK cents, and no interim dividend is recommended Key Financial Performance Summary | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue from continuing operations | 13,023 | 17,971 | | Consolidated loss attributable to owners | 3,872 | 3,402 | | Basic and diluted loss per share | 0.08 HK cents | 0.07 HK cents | - The Group's unaudited consolidated revenue from continuing operations decreased by approximately 28% compared to the same period in 2024[7] - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[7] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's loss for the period narrowed to HK$3.970 million from HK$4.090 million last year, despite a 28% decrease in revenue from continuing operations and reduced gross profit, partially offset by a turnaround to profit in discontinued operations Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 13,023 | 17,971 | | Cost of sales and services | (11,666) | (16,427) | | Gross profit | 1,357 | 1,544 | | Loss for the period from continuing operations | (4,104) | (3,064) | | Profit/(loss) for the period from discontinued operations | 134 | (1,026) | | Loss for the period | (3,970) | (4,090) | - The loss from continuing operations attributable to owners was HK$3,940 thousand, with a profit from discontinued operations of HK$68 thousand, totaling a loss of HK$3,872 thousand[10] Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets slightly increased to HK$16.823 million, but total liabilities significantly rose by 94% to HK$10.578 million, mainly due to a substantial increase in trade and other payables, leading to a decrease in net current assets and equity attributable to owners Consolidated Statement of Financial Position | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current assets | 118 | 251 | | Current assets | 16,705 | 15,433 | | Current liabilities | 10,578 | 5,453 | | Net current assets | 6,127 | 9,980 | | Equity attributable to owners of the Company | 6,894 | 10,775 | - Intangible assets increased from nil to HK$118 thousand, primarily due to network platform development costs[11][19] Consolidated Statement of Changes in Equity As of June 30, 2025, the Group's total equity decreased from HK$10.226 million at the beginning of the year to HK$6.245 million, primarily due to a loss for the period of HK$3.970 million and a reduction in foreign currency translation reserve Consolidated Statement of Changes in Equity | Metric | January 1, 2025 (HK$ Thousand) | June 30, 2025 (HK$ Thousand) | | :--- | :--- | :--- | | Equity attributable to owners of the Company | 10,775 | 6,894 | | Non-controlling interests | (549) | (649) | | Total equity | 10,226 | 6,245 | - The loss for the period of HK$3,970 thousand is the primary reason for the decrease in equity[14] Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group generated a net cash outflow of HK$6.762 million from operating activities, a stark contrast to the net inflow in the prior year, with minimal cash outflow from investing activities and no net cash flow from financing activities, leading to a significant reduction in cash and bank balances to HK$6.537 million at period-end Consolidated Statement of Cash Flows | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (6,762) | 170 | | Net cash used in investing activities | (8) | (704) | | Net cash used in financing activities | — | (219) | | Net decrease in cash and cash equivalents | (6,770) | (753) | | Cash and cash equivalents at end of period | 6,537 | 17,225 | Notes to the Interim Financial Information Basis of Preparation and Impact of New and Revised HKFRSs and HKASs The Group's unaudited consolidated financial statements for the six months ended June 30, 2025, are prepared in accordance with HKAS 34 and GEM Listing Rules, applying consistent accounting policies as of December 31, 2024, with no significant changes from adopting new and revised HKFRSs - The Group's unaudited consolidated financial statements for the six months ended June 30, 2025, are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA and the applicable disclosure requirements of the GEM Listing Rules[18] - The adoption of these new and revised HKFRSs has not resulted in any significant changes to the Group's accounting policies or the amounts reported for the current and prior periods[18] Revenue For the six months ended June 30, 2025, the Group's revenue from continuing operations decreased by 28% to HK$13.023 million compared to the prior year, with a shift in revenue structure as new automotive cultural products contributed HK$8.001 million while smart retail services revenue significantly declined Revenue by Source (Continuing Operations) | Revenue Source (Continuing Operations) | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Provision of automotive cultural products business | 8,001 | — | | Provision of smart retail services | 5,022 | 17,971 | | Total Revenue | 13,023 | 17,971 | Segment Information The Group's operating segments include continuing operations (smart retail and automotive cultural products) and discontinued operations (AWS cloud services); for the six months ended June 30, 2025, smart retail revenue significantly decreased, automotive cultural products generated HK$8.001 million in new revenue, and the discontinued AWS cloud services recorded a profit of HK$134 thousand - The Group's operating segments include continuing operations (smart retail business, automotive cultural products business) and discontinued operations (AWS cloud services business)[22][23] Revenue by Business Segment | Business Segment | Revenue for Six Months Ended June 30, 2025 (HK$ Thousand) | Revenue for Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Smart retail business (continuing) | 5,022 | 17,971 | | Automotive cultural products business (continuing) | 8,001 | — | | AWS cloud services business (discontinued) | 134 | 4,570 | Segment Assets | Business Segment | Segment Assets as of June 30, 2025 (HK$ Thousand) | Segment Assets as of December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Smart retail business | 6,028 | 1,854 | | Automotive cultural products business | 3,346 | 304 | | AWS cloud services business | — | — | Finance Costs For the six months ended June 30, 2025, the Group incurred no finance costs, compared to HK$15 thousand in lease liability interest during the same period last year Finance Costs | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on lease liabilities | — | 15 | Income Tax Credit For the six months ended June 30, 2025, the Group recorded an income tax credit of HK$5 thousand, primarily from deferred tax, with no Hong Kong profits tax provision due to the absence of assessable profits, and Chinese subsidiaries subject to a 25% corporate income tax rate Income Tax Credit | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current tax | (1) | — | | Deferred tax | 6 | 16 | | Income tax credit | 5 | 16 | - The Group has no assessable profits in Hong Kong, thus no Hong Kong profits tax provision; Chinese subsidiaries are subject to a corporate income tax rate of 25%[27] Loss for the Period from Continuing Operations For the six months ended June 30, 2025, the Group's loss from continuing operations increased to HK$4.104 million, primarily due to higher net exchange losses and increased loss allowance for trade and other receivables, despite reductions in employee benefit expenses and directors' emoluments Loss for the Period from Continuing Operations | Item | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Bank interest income | (120) | (173) | | Net exchange losses | 524 | 219 | | Employee benefit expenses (excluding directors' emoluments) | 1,509 | 1,753 | | Directors' emoluments | 416 | 739 | | Loss allowance for trade and other receivables | 612 | 4,846 | | Amortisation of intangible assets | 10 | — | Discontinued Operations The Group reclassified its AWS cloud services business as discontinued operations after its sale in 2024; for the six months ended June 30, 2025, this business recorded a profit of HK$134 thousand, a significant improvement from a loss of HK$1.026 million in the prior year, despite a substantial decrease in revenue - The AWS cloud services business was sold in 2024 and reclassified as discontinued operations[30] Discontinued Operations Performance | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 134 | 4,570 | | Profit/(loss) before tax | 134 | (1,026) | | Total comprehensive income/(expense) for the period from discontinued operations | 134 | (1,026) | Loss Per Share For the six months ended June 30, 2025, the basic and diluted loss per share attributable to owners of the Company increased to 0.08 HK cents from 0.07 HK cents in the prior year, with no difference between basic and diluted loss per share due to the absence of dilutive potential shares Loss Attributable to Owners | Source of Loss | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | From continuing operations | (3,940) | (2,879) | | From discontinued operations | 68 | (523) | | Total Loss | (3,872) | (3,402) | Loss Per Share | Metric | Six Months Ended June 30, 2025 (HK cents per share) | Six Months Ended June 30, 2024 (HK cents per share) | | :--- | :--- | :--- | | Loss per share from continuing operations | (0.08) | (0.06) | | Loss per share from continuing and discontinued operations | (0.08) | (0.07) | Property, Plant and Equipment As of June 30, 2025, the Group's net book value of property, plant and equipment decreased to zero due to disposals, compared to HK$3 thousand as of December 31, 2024 Property, Plant and Equipment Net Book Value | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net book value at end of period/year | — | 3 | - The net book value of property, plant and equipment decreased to zero due to disposals[33] Intangible Assets As of June 30, 2025, the Group's net book value of intangible assets increased to HK$118 thousand, primarily due to new network platform development costs of HK$128 thousand, partially offset by amortization Intangible Assets Net Book Value | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net book value at end of period/year | 118 | — | - Intangible assets primarily refer to network platform development costs, with HK$128 thousand added during the period[33] Trade and Other Receivables As of June 30, 2025, the Group's total trade and other receivables significantly increased to HK$9.729 million from HK$2.107 million at the end of 2024, with a particularly notable rise in trade receivables aged 0 to 60 days Trade and Other Receivables Aging Analysis | Aging | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 3,169 | — | | 31 to 60 days | 1,481 | 16 | | 61 to 90 days | 495 | 1 | | Over 90 days | — | — | | Total trade receivables | 5,145 | 17 | | Deposits, other receivables and prepayments | 4,584 | 2,090 | | Total trade and other receivables | 9,729 | 2,107 | Trade and Other Payables As of June 30, 2025, the Group's total trade and other payables more than doubled to HK$10.549 million from HK$4.086 million at the end of 2024, primarily driven by an increase in other payables and accrued expenses Trade and Other Payables Aging Analysis | Aging | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 1,255 | — | | 31 to 60 days | 1,518 | — | | 61 to 90 days | 1,195 | — | | Over 90 days | 207 | 204 | | Total trade payables | 4,175 | 204 | | Accrued salaries and other staff benefits | 336 | 1,590 | | Other payables and accrued expenses | 6,038 | 2,292 | | Total trade and other payables | 10,549 | 4,086 | Related Party Transactions For the six months ended June 30, 2025, key management personnel remuneration was HK$416 thousand, a decrease from the prior year, and new revenue of HK$409 thousand was generated from providing smart retail services to an intermediate holding company Related Party Transactions | Type of Transaction | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Key management personnel remuneration | 416 | 739 | | Provision of smart retail services to an intermediate holding company | 409 | — | Interim Dividend The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[38] Management Discussion and Analysis Business Review The Group's business review indicates that smart retail remains core, despite a decline in continuing revenue, while the new automotive cultural products business shows strong performance, contributing new growth, with overall revenue affected by cloud service business adjustments - The Group's business development will continue to be driven by its smart retail business, with core operations including system development, operation, and software and hardware sales services[52] Smart Retail Business As a comprehensive supplier, the smart retail business offers digital transformation solutions and cloud services; for the six months ended June 30, 2025, continuing smart retail business revenue was HK$5.022 million, a significant decrease from the prior year, with total revenue (including discontinued AWS cloud services) reduced due to declining cloud service income and business adjustments - The smart retail business is positioned as a comprehensive smart retail supplier, providing new retail digital transformation solutions and integrated operation service platforms[39] Smart Retail Business Revenue | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue from continuing smart retail business | 5,022 | 17,971 | | Revenue from discontinued AWS cloud services business | 134 | 4,570 | | Total revenue from smart retail business | 5,156 | 22,541 | - The year-on-year decrease in revenue is primarily due to a decline in cloud service business income and business adjustments[39] Automotive Cultural Products Business The Group's automotive cultural products business recorded HK$8.001 million in revenue for the six months ended June 30, 2025, demonstrating strong market potential by offering customized designs in collaboration with car manufacturers and ensuring efficient supply through partner network platforms to meet growing consumer demand for automotive accessories and related products - The automotive cultural products business recorded revenue of HK$8,001 thousand in H1 2025, demonstrating good market potential[40] - This business provides customized designs in collaboration with car manufacturers, including products like backpacks and cameras, and ensures efficient supply by placing orders through these manufacturers' network platforms[40] Financial Review and Financial Policy For the six months ended June 30, 2025, the Group's revenue from continuing operations decreased by 28%, and the consolidated loss attributable to owners increased by 14% to HK$3.872 million, mainly due to declining cloud service income and business adjustments, while the Group maintains a centralized financial policy to reduce interest expenses Financial Performance Summary | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Consolidated revenue from continuing operations | 13,023 | 17,971 | Decrease 28% | | Consolidated loss attributable to owners (total) | 3,872 | 3,402 | Increase 13.8% | - The increase in loss is primarily attributable to the decline in cloud service business income and the Company's business adjustments[41] - The Group adopts a centralized financial policy for cash and financial management and is committed to reducing the Group's overall interest expenses[42] Liquidity and Gearing Ratio As of June 30, 2025, the Group's total assets increased to HK$16.823 million, but total liabilities significantly rose to HK$10.578 million, causing the current ratio to decrease from 2.0 to 1.5, with cash and bank balances more than halved, while the Group has no bank borrowings or loans, maintaining a zero gearing ratio Liquidity and Gearing Ratios | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Total assets | 16,823 | 15,684 | Increase 7.3% | | Total liabilities | 10,578 | 5,453 | Increase 94% | | Cash and bank balances | 6,537 | 13,281 | Decrease 50.8% | | Current ratio | 1.5 | 2.0 | Decrease 25% | | Gearing ratio | 0 | 0 | No change | Capital Structure As of June 30, 2025, the Group's capital structure shows equity attributable to owners of HK$6.894 million, a decrease from HK$10.775 million at the end of 2024, with the total number of issued shares remaining unchanged at 4,686,048,381 Equity Attributable to Owners | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 6,894 | 10,775 | Decrease 36% | - As of June 30, 2025, the total number of issued shares of the Company was 4,686,048,381 shares, with a par value of HK$0.005 per share, consistent with December 31, 2024[44] Pledge of the Group's Assets As of June 30, 2025, the Group had no assets pledged, consistent with the situation as of December 31, 2024 - As of June 30, 2025, the Group had no assets pledged[45] Material Investments, Acquisitions or Disposals of Major Subsidiaries, Associates or Joint Ventures For the six months ended June 30, 2025, the Group held no other material investments and did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group held no other material investments and did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures[46] Capital Commitments and Future Plans for Material Investments or Capital Asset Purchases For the six months ended June 30, 2025, the Group made no payments for property, plant, and equipment purchases, and as of that date, had no specific future plans for material investments or capital asset acquisitions - For the six months ended June 30, 2025, the Group made no payments for the purchase of property, plant and equipment[47] - As of June 30, 2025, there were no specific plans for material investments or capital asset purchases[47] Exchange Rate Fluctuation Risk The Group's sales and purchases are primarily denominated in HKD and RMB; RMB exchange rates are subject to Chinese government controls and various economic and political factors, whose fluctuations may impact the Group's results, and while the Group monitors foreign exchange risk, it undertook no hedging transactions for the six months ended June 30, 2025 - The Group's sales and purchases are primarily denominated in Hong Kong Dollars and Renminbi. Renminbi is not freely convertible, and its future exchange rate may fluctuate significantly from current or past rates due to controls imposed by the Chinese government[48] - The Group monitors its foreign exchange risk and considers hedging significant currency exposures when necessary. For the six months ended June 30, 2025, the Group did not enter into any hedging transactions[49] Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities, consistent with the situation as of December 31, 2024 - As of June 30, 2025, the Group had no material contingent liabilities[50] Employees and Remuneration Policy As of June 30, 2025, the Group's employee count decreased to 8, with total staff costs, including directors' emoluments, approximately HK$2.2 million, a decrease from the prior year, and the Group offers competitive remuneration and benefits, reviewed annually based on performance Employee Statistics | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of employees | 8 | 12 | Staff Costs | Metric | Six Months Ended June 30, 2025 (HK$ Million) | Six Months Ended June 30, 2024 (HK$ Million) | | :--- | :--- | :--- | | Total staff costs (including directors' emoluments) | 2.2 | 2.7 | - The Group provides competitive salaries and benefits to its employees, with remuneration determined based on job performance within a regularly reviewed salary and bonus system[51] Outlook The Group's future business development will continue to be driven by its smart retail business, focusing on system development, operation, and software and hardware sales services, anticipating increased demand for smart retail services due to the popularization of generative AI and consumption boosting policies, while closely monitoring operational performance, adjusting strategies, concentrating resources on high-growth potential units, and exploring new productive forces and internet new retail opportunities, and implementing cost-saving measures - The Group's business development will continue to be driven by its smart retail business, with core operations including smart retail business system development, operation, and software and hardware sales services[52] - The popularization of generative artificial intelligence and other technologies, coupled with consumption boosting policies and the Chinese government's promotion of supply-side structural reforms, are expected to stimulate future demand for smart retail services[52] - The Group will closely monitor its operational performance in mainland China, continuously adjust its business strategies, concentrate resources on operating units with greater growth potential, and explore various industry opportunities such as new productive forces and internet new retail, while also implementing cost-saving measures[52] Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or its Associated Corporations As of June 30, 2025, Mr Sun Haitao held approximately 18.90% equity interest in Vala Inc. (formerly 51 Credit Card Inc.), and Ms Wu Shan held approximately 0.10%, through discretionary trusts, founder status, and beneficial ownership, with no other directors or chief executives holding disclosable interests in associated corporations' shares Directors' and Chief Executive's Interests in Associated Corporations | Name of Director | Name of Associated Corporation | Capacity and Nature of Interest | Number of Shares | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Mr Sun Haitao | Vala Inc. | Discretionary trust capable of influencing how the trustee exercises its discretion | 108,159,464 | 6.64% | | | | Founder | 50,355,000 | 3.09% | | | | Other | 120,969,142 | 7.42% | | | | Beneficial owner | 28,599,130 | 1.75% | | Total | | | 308,082,736 | 18.90% | | Ms Wu Shan | Vala Inc. | Beneficial owner | 1,689,770 | 0.10% | - Save as disclosed above, as at June 30, 2025, no other Director or chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations as recorded in the register required to be kept under Section 352 of the SFO[54] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company As of June 30, 2025, VALA and its associated companies, along with Qichen High-tech and its associated companies, were deemed to hold approximately 29.00% of the Company's issued share capital due to an uncompleted share purchase agreement, with Mr Zuo Lei holding 10.91% of shares, all interests required to be recorded in the company's register under the SFO Substantial Shareholders' Interests | Name | Capacity and Nature of Interest | Number and Class of Shares | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | VALA | Interest in controlled corporation | 1,358,954,030 (L) | 29.00% | | 51RENPIN.COM INC. | Beneficial owner | 1,358,954,030 (L) | 29.00% | | Mr Zuo Lei | Beneficial owner | 511,025,000 (L) | 10.91% | | Qichen High-tech Management Consulting Ltd. | Beneficial owner | 1,358,954,030 (L) | 29.00% | - As the completion of the share purchase agreement had not occurred as of June 30, 2025, 51RENPIN.COM INC., Qichen High-tech, and their respective holding companies are deemed to have interests in the shares under the SFO[58] Compliance with Corporate Governance Code For the six months ended June 30, 2025, the Company applied and complied with all code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, except for the deviation from code provision C.2.1 where Mr Sun Haitao holds both Chairman and Chief Executive Officer roles, an arrangement the Board believes enhances decision-making efficiency, and the Company is actively seeking a suitable candidate to comply with the code - The Company has applied and complied with all code provisions of the Corporate Governance Code set out in Part 2 of Appendix C1 to the GEM Listing Rules for the six months ended June 30, 2025, save for the deviation from code provision C.2.1 where the roles of Chairman and Chief Executive Officer are performed by the same individual, Mr Sun Haitao[60] - The Board believes that combining the roles of Chairman and Chief Executive Officer can enhance the Company's decision-making and execution efficiency, effectively seizing business opportunities. The Company is still looking for a suitable candidate to fill the vacancy of Chief Executive Officer[60] Directors' Securities Transactions The Company has adopted a code of conduct for directors' securities transactions no less stringent than the Model Code; for the six months ended June 30, 2025, the Company is unaware of any director having breached the Model Code or the Company's code - The Company has adopted a code of conduct for directors' securities transactions on terms no less exacting than the required standard of dealings set out in the Model Code for Securities Transactions by Directors of Listed Issuers[61] - The Company has made specific enquiries of all Directors and is not aware of any non-compliance with the required standard of dealings set out in the Model Code and the Company's code for the six months ended June 30, 2025[61] Audit Committee The Company's Audit Committee has reviewed the Group's unaudited consolidated results and interim report for the six months ended June 30, 2025, confirming compliance with applicable accounting standards, GEM Listing Rules, and other statutory requirements, with adequate disclosures and no disagreements on accounting treatments adopted - The Company's Audit Committee has reviewed the Group's unaudited consolidated results and interim report for the six months ended June 30, 2025[62] - The Committee is of the opinion that the financial statements comply with applicable accounting standards, the GEM Listing Rules and other statutory requirements, and that adequate disclosures have been made. The Audit Committee had no disagreements with the accounting treatments adopted[62] Changes in Information of Directors and Chief Executive For the six months ended June 30, 2025, and up to the report date, Ms Wu Shan's annual director's emolument as an executive director changed to HK$512 thousand, effective January 1, 2025, with no other changes in information of directors and chief executive requiring disclosure under the GEM Listing Rules - Ms Wu Shan's annual director's emolument as an executive director has been changed to HK$512 thousand, effective January 1, 2025[63] Purchase, Sale or Redemption of Listed Securities For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and as of that date, the Company held no treasury shares - Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities for the six months ended June 30, 2025[64] - As of June 30, 2025, the Company did not hold any treasury shares[64] Change in Single Largest Shareholder On January 24, 2025, the Company was informed of the signing of a share purchase agreement and placing agreement involving the sale of approximately 29.00% of shares by 51RENPIN.COM INC. and VALA, and the placing of up to 10.16% of shares; these transactions completed in June and July 2025, resulting in Qichen High-tech becoming the Company's single largest shareholder with approximately 29.00% of the issued shares - On January 24, 2025, 51RENPIN.COM INC. and VALA entered into a share purchase agreement with Qichen High-tech and Shandong Qichen Zhongke Investment Holding Co., Ltd. for the disposal of 1,358,954,030 shares (representing approximately 29.00% of the total issued shares)[65] - A placing agreement was also entered into, where 51RENPIN.COM INC. agreed to place up to 476,009,183 shares (representing approximately 10.16% of the total issued shares) to investors through a placing agent[65] - The placing agreement and the share purchase agreement were completed on June 9, 2025, and July 15, 2025, respectively. As a result, Qichen High-tech has become the Company's single largest shareholder, holding approximately 29.00% of the total issued shares[66] Events After Reporting Period No material events occurred after the reporting period and up to the date of this report - No material events occurred after the end of the period and up to the date of this report[67]