中安控股集团(08462) - 2025 - 中期业绩

I. Company Information and Declarations 1.1 Company Overview and GEM Characteristics This section outlines Omnibridge Holdings Limited's basic information, its GEM listing on the HKEX, and the inherent high investment risks for small and medium-sized companies in this market - The company's name is Omnibridge Holdings Limited, stock code 8462, incorporated in the Cayman Islands[2] - The GEM market provides a listing platform for small and medium-sized companies, entailing higher investment risks, potential for significant market volatility, and no guarantee of high liquidity[3] 1.2 Directors' Responsibility Statement The Board confirms that the information in this interim results announcement is accurate, complete, and free from misleading or fraudulent content, assuming collective and individual responsibility - The directors collectively and individually assume full responsibility for the interim results announcement, confirming the information is accurate, complete, and free from misleading or fraudulent content[4] II. Unaudited Condensed Consolidated Interim Financial Statements 2.1 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company's revenue and profit for the period significantly decreased year-on-year, primarily due to reduced service costs, other income, and staff costs, leading to a substantial drop in earnings per share Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (SGD '000) | Metric | Six Months Ended June 30, 2025 (SGD '000) | Six Months Ended June 30, 2024 (SGD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 23,588 | 25,699 | -8.2% | | Cost of services | (21,911) | (23,589) | -7.1% | | Gross profit | 1,677 | 2,110 | -20.5% | | Other income | 781 | 2,738 | -71.5% | | Staff costs | (1,497) | (2,086) | -28.3% | | Operating profit | 154 | 2,038 | -92.4% | | Profit before tax | 142 | 2,020 | -93.0% | | Profit for the period | 85 | 1,654 | -94.9% | | Basic and diluted earnings per share (SGD cents) | 0.01 | 0.28 | -96.4% | 2.2 Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's non-current assets and current liabilities both decreased, while net current assets slightly increased, indicating a relatively stable financial structure Key Data from Condensed Consolidated Statement of Financial Position (SGD '000) | Metric | June 30, 2025 (SGD '000) | December 31, 2024 (SGD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 461 | 729 | -36.8% | | Current assets | 28,608 | 30,656 | -6.7% | | Current liabilities | 5,387 | 7,554 | -28.7% | | Net current assets | 23,221 | 23,102 | +0.5% | | Total assets less current liabilities | 23,682 | 23,831 | -0.6% | | Non-current liabilities | 113 | 325 | -65.2% | | Net assets | 23,569 | 23,506 | +0.3% | 2.3 Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the company's total equity slightly increased, primarily due to profit for the period, though exchange differences from overseas operations reduced exchange reserves Key Data from Condensed Consolidated Statement of Changes in Equity (SGD '000) | Metric | January 1, 2025 (Audited) | Profit for the period | Other comprehensive loss for the period | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | | Share capital | 1,053 | – | – | 1,053 | | Share premium | 10,715 | – | – | 10,715 | | Other reserves | 1,650 | – | – | 1,650 | | Exchange reserve | (149) | – | (22) | (171) | | Retained earnings | 10,237 | 85 | – | 10,322 | | Total | 23,506 | 85 | (22) | 23,569 | 2.4 Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities significantly decreased, leading to a net decrease in cash and cash equivalents, while investing cash flow remained stable and financing cash outflow reduced Key Data from Condensed Consolidated Statement of Cash Flows (SGD '000) | Metric | Six Months Ended June 30, 2025 (SGD '000) | Six Months Ended June 30, 2024 (SGD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 58 | 2,950 | -98.0% | | Net cash from investing activities | 112 | 111 | +0.9% | | Net cash used in financing activities | (180) | (266) | -32.3% | | Net (decrease) / increase in cash and cash equivalents | (10) | 2,795 | -100.4% | | Cash and cash equivalents at end of period | 20,035 | 17,862 | +12.2% | III. Notes to the Financial Statements 3.1 General Information This section outlines Omnibridge Holdings Limited's registration, listing information, primary business (human resources outsourcing and recruitment services), and ultimate controlling parties - The company is incorporated in the Cayman Islands, with shares listed on the GEM board of the Hong Kong Stock Exchange on July 17, 2017[13] - The Group primarily engages in providing human resources outsourcing services and human resources recruitment services[14] - The ultimate holding company is Omnipartners Holdings Limited, and the ultimate controlling parties are Executive Directors Mr. Chow Chi Kin and Ms. Hung Yu Hon[13] 3.2 Basis of Preparation and Accounting Policies The financial statements are prepared under the historical cost convention, in compliance with International Financial Reporting Standards, with accounting policies consistent with the prior year and no material impact from newly adopted standards - The financial statements are prepared under the historical cost convention and comply with International Financial Reporting Standards[15] - The accounting policies adopted for the financial information for the six months ended June 30, 2025, are consistent with those used in the audited financial statements for the year ended December 31, 2024[15][18] - The amendments to IAS 21 "Lack of Exchangeability" have been adopted but have no material impact on the financial position and performance[18] 3.3 Segment Information and Major Customers The Group does not present operating and geographical segment information due to integrated resources and most operations being in Singapore; in H1 2025, one customer contributed over 10% of revenue, compared to three in H1 2024 - The Group does not present operating segment information as resources are integrated, and no separate financial data for independent operating segments is available[20] - The Group's majority of operations and assets and liabilities are located in Singapore, thus no geographical segment information is presented[20] Major Customers Contributing Over 10% of Revenue (SGD '000) | Customer | Six Months Ended June 30, 2025 (SGD '000) | Six Months Ended June 30, 2024 (SGD '000) | | :--- | :--- | :--- | | Customer A | 4,580 | 4,149 | | Customer B | Not applicable | 2,610 | | Customer C | Not applicable | 2,542 | 3.4 Revenue and Other Income Analysis In H1 2025, the Group's revenue from human resources outsourcing services decreased year-on-year, and human resources recruitment services revenue also significantly declined, while other income, primarily government grants, saw a substantial year-on-year reduction Revenue Components (SGD '000) | Revenue Source | Six Months Ended June 30, 2025 (SGD '000) | Six Months Ended June 30, 2024 (SGD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Human resources outsourcing services | 23,286 | 25,144 | -7.4% | | Human resources recruitment services | 236 | 498 | -52.6% | | Other human resources support services | 66 | 57 | +15.8% | | Total Revenue | 23,588 | 25,699 | -8.2% | Other Income Components (SGD '000) | Other Income Source | Six Months Ended June 30, 2025 (SGD '000) | Six Months Ended June 30, 2024 (SGD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Operational support income | 82 | – | N/A | | Interest income | 72 | 54 | +33.3% | | Dividend income | 71 | 66 | +7.6% | | Government grants | 556 | 2,618 | -78.8% | | Total Other Income | 781 | 2,738 | -71.5% | 3.5 Components of Profit Before Tax Profit before tax is primarily influenced by cost of services and staff costs; in H1 2025, both categories, including salaries, bonuses, and defined contribution retirement plans, decreased, reflecting cost control efforts Cost of Services Components (SGD '000) | Cost Item | Six Months Ended June 30, 2025 (SGD '000) | Six Months Ended June 30, 2024 (SGD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Salaries and bonuses | 18,265 | 20,238 | -9.7% | | Defined contribution retirement plans | 2,570 | 2,537 | +1.3% | | Other employee-related expenses | 1,076 | 814 | +32.2% | | Total Cost of Services | 21,911 | 23,589 | -7.1% | Total Staff Costs (SGD '000) | Cost Item | Six Months Ended June 30, 2025 (SGD '000) | Six Months Ended June 30, 2024 (SGD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Directors' emoluments | 330 | 298 | +10.7% | | Other staff costs | 1,167 | 1,788 | -34.7% | | Total Staff Costs | 23,408 | 25,675 | -8.7% | 3.6 Income Tax Expense The Group is exempt from income tax in the Cayman Islands and BVI, and Hong Kong generated no taxable profit; Singapore income tax is calculated at 17%, with a significant year-on-year decrease in H1 2025 primarily due to reduced government grants - The Group is not subject to income tax in the Cayman Islands and the British Virgin Islands, and no taxable profit was generated in Hong Kong[27] - The statutory income tax rate in Singapore is 17%, and all income tax expense relates to the profits of Singapore subsidiaries[28] Income Tax Expense (SGD '000) | Metric | Six Months Ended June 30, 2025 (SGD '000) | Six Months Ended June 30, 2024 (SGD '000) | | :--- | :--- | :--- | | Current tax – Singapore | 57 | 366 | 3.7 Earnings Per Share For the six months ended June 30, 2025, basic and diluted earnings per share significantly decreased to 0.01 SGD cents, primarily due to a substantial reduction in profit for the period Earnings Per Share (SGD cents) | Metric | Six Months Ended June 30, 2025 (SGD cents) | Six Months Ended June 30, 2024 (SGD cents) | | :--- | :--- | :--- | | Basic and diluted earnings per share | 0.01 | 0.28 | - Basic earnings per share are calculated based on profit for the period attributable to owners of the company of SGD 85,000 (2024: SGD 1,654,000) and a weighted average of 600,000,000 ordinary shares[32] 3.8 Changes in Assets In H1 2025, the Group purchased plant and equipment totaling approximately SGD 18,000 and made no acquisitions of property, plant, and equipment, indicating minimal capital expenditure - For the six months ended June 30, 2025, the Group purchased plant and equipment with a total cost of approximately SGD 18,000[33] - No property, plant, and equipment items were acquired during the reporting period[33] 3.9 Trade and Other Receivables As of June 30, 2025, both trade receivables and prepayments, deposits, and other receivables decreased, with government grant receivables reduced to zero, indicating improved accounts receivable management Trade Receivables (SGD '000) | Metric | June 30, 2025 (SGD '000) | December 31, 2024 (SGD '000) | | :--- | :--- | :--- | | Trade receivables (net of allowance) | 5,082 | 6,410 | Prepayments, Deposits and Other Receivables (SGD '000) | Metric | June 30, 2025 (SGD '000) | December 31, 2024 (SGD '000) | | :--- | :--- | :--- | | Prepayments, deposits and other receivables (net of allowance) | 330 | 1,026 | | Of which, government grant receivables | – | 530 | - Trade receivables are generally granted credit terms of 30 to 60 days[34] 3.10 Other Financial Assets and Liabilities The Group holds quoted debt investment funds measured at fair value through profit or loss, with a stable carrying amount, while other payables and accrued expenses, along with contract liabilities, slightly decreased Other Financial Assets (SGD '000) | Metric | June 30, 2025 (SGD '000) | December 31, 2024 (SGD '000) | | :--- | :--- | :--- | | Quoted debt investment funds | 2,411 | 2,399 | Other Payables and Accrued Expenses (SGD '000) | Metric | June 30, 2025 (SGD '000) | December 31, 2024 (SGD '000) | | :--- | :--- | :--- | | Other payables and accrued expenses | 1,610 | 1,715 | | Of which, contract liabilities | 7 | 33 | 3.11 Share Capital As of June 30, 2025, the company's authorized and issued and fully paid share capital remained unchanged, indicating a stable capital structure - The company's authorized share capital is 1,500,000,000 ordinary shares of HKD 0.01 each[38] - The issued and fully paid share capital comprises 600,000,000 ordinary shares, valued at SGD 1,053 thousand, remaining unchanged from the previous period[38] 3.12 Significant Related Party Transactions The Group has ongoing connected transactions with BGC Malaysia and BGC Outsourcing Malaysia, involving operational support, service support, and outsourcing income, all conducted on mutually agreed terms in the ordinary course of business and exempt from GEM Listing Rules reporting requirements - The Group has ongoing connected transactions with BGC Malaysia and BGC Outsourcing Malaysia, where Mr. Chow Chi Kin is a director and holds partial interests in these companies[39] - Connected transactions include operational support income, service support income, referral fee expenses, outsourcing income, and nominal employer service fees[39] - The directors believe these transactions are conducted on mutually agreed terms in the ordinary course of business and are fully exempt from the reporting, announcement, and shareholder approval requirements of the GEM Listing Rules[39] Key Management Personnel Remuneration (SGD '000) | Remuneration Item | Six Months Ended June 30, 2025 (SGD '000) | Six Months Ended June 30, 2024 (SGD '000) | | :--- | :--- | :--- | | Salaries | 232 | 232 | | Defined contribution retirement plans | 16 | 14 | | Directors' fees | 82 | 52 | | Total | 330 | 298 | IV. Management Discussion and Analysis 4.1 Business Review and Prospects As a Singaporean human resources service provider, the Group faces a challenging and competitive business environment but is committed to driving revenue growth and maintaining cost-effectiveness by refining business strategies, expanding staffing solutions, and investing in talent and technology - The Group is a human resources service provider in Singapore, primarily offering human resources outsourcing services (including business process outsourcing) and human resources recruitment services[42] - The business environment in FY2024 was challenging and highly competitive, with a weak Singapore job market facing intense competition, oversupply of talent, and changing regulatory requirements[42] - The Group is committed to driving revenue growth and maintaining cost-effectiveness by investing in talent development, internal processes, and technology to refine business strategies and expand staffing solutions[42] 4.2 Financial Review In H1 2025, the Group's revenue and profit for the period both significantly decreased, primarily due to fewer work orders for HR outsourcing and recruitment services, reduced government grants, and lower staff costs; despite challenges, the company maintains sufficient liquidity and continuously evaluates its investment strategy - Profit for the period in H1 2025 significantly decreased by 93.8% to SGD 85,000 year-on-year, primarily due to reduced gross profit and progressive wage credit scheme grants[49] - As of June 30, 2025, the Group's cash and bank balances were approximately SGD 20.8 million, with a current ratio of approximately 5.3 times, and the Board believes there are sufficient resources to meet financial needs[52] - The Group holds fixed income fund units measured at fair value through profit or loss, with a carrying amount of approximately SGD 2.4 million, aimed at enhancing the return on cash surpluses[57][58] 4.2.1 Revenue and Cost of Services In H1 2025, the Group's revenue decreased by 8.2% year-on-year to SGD 23.6 million, primarily due to fewer work orders for human resources outsourcing and recruitment services, with cost of services also decreasing by 7.2% - Revenue decreased by 8.2% from SGD 25.7 million in the same period of 2024 to SGD 23.6 million in H1 2025[43] - The decrease in human resources outsourcing services revenue was mainly due to fewer work orders from Singapore government agencies and private sector clients[43] - Cost of services decreased by 7.2% year-on-year to SGD 21.9 million, consistent with the reduction in revenue[44] 4.2.2 Other Income Other income significantly decreased by 71.5% year-on-year to SGD 0.8 million, mainly because of higher Progressive Wage Credit Scheme grants recognized in FY2024 compared to reduced amounts in FY2025 - Other income decreased by 71.5% from SGD 2.7 million in the same period of 2024 to SGD 0.8 million in H1 2025[45] - The decrease was primarily due to SGD 2.5 million in 2022 Progressive Wage Credit Scheme grants recognized in FY2024, compared to an under-recognized amount of approximately SGD 0.5 million for 2024 grants in FY2025[45] 4.2.3 Staff Costs, Administrative and Other Operating Expenses Staff costs, administrative and other operating expenses decreased by 20.0% year-on-year to SGD 2.0 million, primarily due to a reduction in the number of employees - Staff costs, administrative and other operating expenses decreased by 20.0% year-on-year to SGD 2.0 million[46] - The decrease was mainly due to a reduction in the number of employees, leading to a decrease in staff costs of approximately SGD 0.6 million[46] 4.2.4 Depreciation Depreciation expense decreased by 50.0% year-on-year to SGD 0.2 million, primarily due to the early termination of the office lease for right-of-use assets related to a Hong Kong subsidiary - Depreciation expense decreased by 50.0% year-on-year to SGD 0.2 million[47] - The decrease was mainly due to the early termination of the office lease for right-of-use assets related to a Hong Kong subsidiary[47] 4.2.5 Income Tax Expense Income tax expense significantly decreased by 75.0% year-on-year to SGD 57,000, primarily due to reduced Progressive Wage Credit Scheme grants received in FY2024, which are taxable in the year of receipt - Income tax expense decreased by 75.0% year-on-year to SGD 57,000[48] - The decrease was mainly due to reduced Progressive Wage Credit Scheme grants received in FY2024, which are taxable in the year of receipt[48] 4.2.6 Profit for the Period Profit for the period significantly decreased by 93.8% year-on-year to SGD 85,000, primarily due to reduced gross profit and Progressive Wage Credit Scheme grants recognized in FY2025 - Profit for the period decreased by 93.8% year-on-year to SGD 85,000[49] - The decrease was mainly due to reduced gross profit and Progressive Wage Credit Scheme grants recognized in FY2025[49] 4.2.7 Dividends The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[50] 4.2.8 Gearing Ratio As of June 30, 2025, the Group's gearing ratio decreased to 1.9%, indicating a reduction in financial leverage - As of June 30, 2025, the gearing ratio (total lease liabilities divided by total equity attributable to owners of the company) was 1.9% (December 31, 2024: 3.0%)[51] 4.2.9 Liquidity and Financial Resources As of June 30, 2025, the Group's cash and bank balances remained stable, with a healthy current ratio, and the Board believes there are sufficient resources to meet financial needs - As of June 30, 2025, cash and bank balances were approximately SGD 20.8 million, with a current ratio of approximately 5.3 times[52] - The Board is confident that the Group will have sufficient resources to meet its financial needs for business operations[52] 4.2.10 Capital Structure The Group funds its operations through internally generated cash flows and capital market fundraising, with its capital structure comprising share capital, share premium, and reserves - The Group funds its operations through internally generated cash flows and fundraising from capital markets[53] - The capital structure includes capital attributable to equity holders of the company, comprising share capital, share premium, and reserves[53] 4.2.11 Employees and Remuneration Policies As of June 30, 2025, the Group's number of full-time employees decreased to 24; employee remuneration is determined by performance, qualifications, and experience, with potential for discretionary bonuses - As of June 30, 2025, the Group had 24 full-time employees (excluding contractors), a decrease from 45 as of June 30, 2024[54] - Employee remuneration is determined by performance, qualifications, and work experience, with eligible employees receiving discretionary bonuses[54] - Total staff costs for the six months ended June 30, 2025, were approximately SGD 23.4 million, a year-on-year decrease[54] 4.2.12 Capital Commitments and Contingent Liabilities As of June 30, 2025, the Group had no significant capital commitments or contingent liabilities, indicating controlled financial risk - As of June 30, 2025, the Group had no significant capital commitments[55] - As of June 30, 2025 and 2024, the Group had no significant contingent liabilities or guarantees[62] 4.2.13 Foreign Currency Risk The Group primarily conducts transactions in Singapore Dollars and will review and monitor foreign exchange risks as appropriate - The Group primarily conducts transactions in Singapore Dollars and will review and monitor foreign exchange risks as appropriate[56] 4.2.14 Significant Investments and Pledge of Assets The Group holds approximately SGD 2.4 million in fixed income fund units, aiming to enhance returns on cash surpluses, and has pledged fixed deposits of approximately SGD 750,000 - The Group holds fixed income fund units measured at fair value through profit or loss, with a carrying amount of approximately SGD 2.4 million[57] - The fixed income fund recorded a net fair value gain of approximately SGD 12,000, primarily attributable to the volatility of the AB FCP-American Income Fund[58] - As of June 30, 2025, the Group pledged fixed deposits of approximately SGD 750,000[61] 4.2.15 Significant Acquisitions or Disposals For the six months ended June 30, 2025, the company had no other significant acquisitions or disposals of subsidiaries or associated companies - For the six months ended June 30, 2025, there were no other significant acquisitions or disposals of the company's subsidiaries or associated companies[64] 4.2.16 Events After Reporting Period As of the date of this interim results announcement, the Board is not aware of any significant events after the reporting period that require disclosure - As of the date of this interim results announcement, the Board is not aware of any significant events after the reporting period that have occurred and require disclosure[65] 4.2.17 Continuing Connected Transactions Aside from transactions disclosed in Note 15 to the financial statements, there were no other significant continuing connected transactions during this reporting period, and the company has complied with GEM Listing Rules disclosure requirements - Except for those disclosed in Note 15 to the financial statements, there were no other significant continuing connected transactions for the six months ended June 30, 2025[66] - The company confirms its compliance with the applicable disclosure requirements of Chapter 20 of the GEM Listing Rules[66] V. Other Information 5.1 Disclosure of Interests This section discloses the interests of directors, chief executives, and substantial shareholders in the company's shares, with Mr. Chow Chi Kin and his spouse Ms. Hung Yu Hon holding a majority interest through controlled corporations and personal holdings 5.1.1 Directors' and Chief Executive's Interests As of June 30, 2025, Executive Director Mr. Chow Chi Kin and his spouse Ms. Hung Yu Hon, through controlled corporations and personal holdings, collectively owned 48.29% of the company's issued share capital Directors' and Chief Executive's Interests in Shares (Long Position) | Director Name | Capacity/Nature of Interest | Number of Shares Held | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Chow Chi Kin | Interest in controlled corporation | 288,000,000 | 48.00% | | | Beneficial owner | 1,735,000 | 0.29% | | | Total | 289,735,000 | 48.29% | | Ms. Hung Yu Hon | Spouse's interest | 289,735,000 | 48.29% | - Mr. Chow Chi Kin and Ms. Hung Yu Hon are spouses, and each is deemed to have an interest in the shares held by the other[70] 5.1.2 Substantial Shareholders' and Other Persons' Interests Excluding directors, Omnipartners Holdings Limited, as a substantial shareholder, holds 48.00% of the company's issued share capital, with its equity owned by Mr. Chow Chi Kin and Ms. Hung Yu Hon Substantial Shareholders' Interests in Shares (Long Position) | Name | Capacity/Nature of Interest | Number of Shares Held | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Omnipartners Holdings Limited | Beneficial owner | 288,000,000 | 48.00% | - The entire issued share capital of Omnipartners Holdings Limited is owned 80% by Mr. Chow Chi Kin and 20% by Ms. Hung Yu Hon, respectively[72] 5.2 Use of Proceeds from Share Offer The company raised approximately HKD 43.4 million net from its 2017 listing; as of June 30, 2025, HKD 32.6 million has been utilized, with the remaining HKD 10.8 million expected to be fully utilized by December 31, 2025, primarily for expanding HR services in Singapore and improving IT systems, though delayed by the pandemic - The share offer was completed on July 17, 2017, raising net proceeds of approximately HKD 43.4 million (approximately SGD 7.7 million)[74] Use of Proceeds from Share Offer (HKD million) | Planned Use | Planned Amount | Actual Utilized (as of June 30, 2025) | Unutilized Amount | Expected Timeline for Utilizing Remaining Proceeds | | :--- | :--- | :--- | :--- | :--- | | Expand HR outsourcing and recruitment services in Singapore | 23.0 | (13.8) | 9.2 | On or before December 31, 2025 | | Expand HR recruitment services in Hong Kong | 5.0 | (4.4) | 0.6 | On or before December 31, 2025 | | Enhance brand awareness | 5.8 | (5.8) | – | – | | Improve IT systems | 5.5 | (4.5) | 1.0 | On or before December 31, 2025 | | Working capital and other general corporate purposes | 4.1 | (4.1) | – | – | | Total | 43.4 | (32.6) | 10.8 | | - The timeline for utilizing the unutilized net proceeds was delayed due to the impact of the COVID-19 pandemic and the Omicron variant[78] - The remaining net proceeds have been placed as interest-bearing deposits with banks in Singapore[76] 5.3 Corporate Governance The company has adopted and complied with the GEM Listing Rules' Corporate Governance Code, with the Chairman and Chief Executive roles combined, which the Board believes ensures consistent leadership and efficient decision-making; no director securities trading violations, no listed securities purchased, sold, or redeemed, no share options granted, and the Audit Committee has reviewed the financial statements 5.3.1 Corporate Governance Code The company has adopted the GEM Listing Rules' Corporate Governance Code and complied with its provisions during the reporting period, with Mr. Chow Chi Kin serving as both Chairman and Chief Executive, an arrangement the Board believes ensures consistent leadership and efficient decision-making - The company has adopted the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules[77][79] - The roles of Chairman and Chief Executive are combined and held by Mr. Chow Chi Kin, an arrangement the Board believes ensures consistent leadership for the Group and more effective and efficient overall strategic planning[77] - The Board is satisfied that the company has complied with the code provisions of the Corporate Governance Code for the six months ended June 30, 2025, except for the aforementioned deviation[79] 5.3.2 Directors' Securities Transactions The company has adopted a code of conduct for directors' securities transactions and confirms no non-compliance with the required dealing standards during the reporting period - The company has adopted a code of conduct regarding directors' securities transactions, whose terms are no less stringent than those required by the GEM Listing Rules[80] - The company is not aware of any non-compliance with the required dealing standards for the six months ended June 30, 2025[80] 5.3.3 Purchase, Sale or Redemption of the Company's 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 - 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[81] 5.3.4 Share Option Scheme The company adopted a share option scheme in 2017 to reward employee contributions; as of June 30, 2025, no share options have been granted, and none are outstanding - The company adopted a share option scheme on June 21, 2017, aimed at rewarding employee contributions[82] - As of June 30, 2025, no share options have been granted since the adoption of the scheme, and no share options are outstanding[83] 5.3.5 Audit Committee The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's financial statements and interim results announcement for the six months ended June 30, 2025, deeming them compliant with applicable accounting standards and regulations - The Audit Committee comprises three independent non-executive directors, with Mr. Ong Kian Guan as the committee chairman[85] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements and this interim results announcement for the six months ended June 30, 2025[85] - The committee believes the statements and report are prepared in accordance with applicable accounting standards, the GEM Listing Rules, and other relevant legal requirements, with adequate disclosures made[85] 5.4 Composition of the Board As of the date of this interim results announcement, the Board of Directors comprises two executive directors (Mr. Chow Chi Kin, Ms. Hung Yu Hon) and three independent non-executive directors (Mr. Ong Kian Guan, Mr. Poon Shui Ho, Mr. Tai Hing Cheung) - As of the date of this interim results announcement, the executive directors are Mr. Chow Chi Kin and Ms. Hung Yu Hon[87] - The independent non-executive directors are Mr. Ong Kian Guan, Mr. Poon Shui Ho, and Mr. Tai Hing Cheung[87]