橙天嘉禾(01132) - 2025 - 中期业绩

Interim Results Summary The Group's continuing operations saw a slight revenue decrease but improved gross profit, a significant turnaround from loss to profit, and stable gearing ratio Key Financial Summary for the Six Months Ended June 30, 2025 | Indicator | 2025 (HK$ Million) | 2024 (HK$ Million) (Restated) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue (Continuing Operations) | 363 | 369 | (2%) | | Gross Profit (Continuing Operations) | 243 | 242 | 1% | | Profit/(Loss) Attributable to Equity Holders | 137 | (81) | (269%) | | Earnings/(Loss) Per Share | 4.88 HK cents | (2.89) HK cents | - | - Revenue from continuing operations decreased by 2% to HK$362.7 million, primarily due to a lack of blockbuster films and reduced attendance during the period[3] - Gross profit from continuing operations increased by 1% to HK$242.9 million, mainly driven by higher-margin film licensing fee income during the period[3] - Profit attributable to equity holders turned from a HK$81 million loss in 2024 to a HK$136.7 million profit in 2025, primarily due to non-recurring gains from cinema lease terminations (HK$19.1 million reversal and HK$85.8 million lease modification), a HK$32.6 million tax credit from deferred tax liability reversal on the Singapore property sale, and no non-financial asset impairment losses in 2025 (compared to HK$313.3 million in 2024)[4] - The gearing ratio remained stable at 9.0% (December 31, 2024: 8.0%)[4] Interim Results The Group's interim results show a significant turnaround in profitability, driven by improved continuing operations and non-recurring gains, despite some asset reclassifications Consolidated Statement of Profit or Loss The Group's continuing operations revenue slightly decreased for the six months ended June 30, 2025, but gross profit increased, with profit attributable to equity holders significantly improving from a loss to a profit, mainly due to non-recurring gains and reduced impairment losses Key Data from Consolidated Statement of Profit or Loss (Continuing Operations) | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) (Restated) | | :--- | :--- | :--- | | Revenue | 362,684 | 369,249 | | Cost of Sales | (119,790) | (127,741) | | Gross Profit | 242,894 | 241,508 | | Other Income | 114,618 | 21,376 | | Profit from Operations | 115,445 | 8,827 | | Profit/(Loss) Before Tax | 105,085 | (10,731) | | Income Tax Credit/(Expense) | 31,627 | (6,947) | | Profit/(Loss) for the Period from Continuing Operations | 136,712 | (17,678) | Key Data from Consolidated Statement of Profit or Loss (Discontinued Operations) | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) (Restated) | | :--- | :--- | :--- | | Gain on Disposal of Interest in a Joint Venture | – | 285,575 | | Exchange Reserve Realized on Disposal | – | 8,723 | | Loss for the Period from Discontinued Operations | – | (357,668) | | Profit/(Loss) for the Period | 136,712 | (81,048) | Earnings/(Loss) Per Share (HK cents) | Indicator | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Continuing Operations | 4.88 | (0.63) | | Discontinued Operations | – | (2.26) | | Total | 4.88 | (2.89) | - Total comprehensive income for the period turned from a HK$114,404 thousand loss in 2024 to a HK$235,596 thousand profit in 2025, primarily due to positive exchange differences from subsidiaries outside Hong Kong[8] Consolidated Statement of Financial Position The Group's total non-current assets decreased, but net current assets turned from negative to positive, reflecting adjustments in asset structure, while net assets and total equity attributable to shareholders both decreased Key Data from Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Non-current Assets | 1,601,716 | 1,905,656 | | Current Assets | 495,440 | 211,792 | | Current Liabilities | 443,308 | 358,857 | | Net Current Assets/(Liabilities) | 52,132 | (147,065) | | Total Assets Less Current Liabilities | 1,653,848 | 1,758,591 | | Non-current Liabilities | 588,801 | 248,462 | | Net Assets | 1,169,790 | 1,405,386 | | Total Equity Attributable to Equity Holders of the Company | 1,169,790 | 1,405,386 | - Right-of-use assets within non-current assets significantly decreased from HK$726,127 thousand to HK$390,815 thousand, reflecting changes in leased properties[9] - Non-current assets held for sale of HK$271,398 thousand were newly added to current assets, compared to zero as of December 31, 2024, related to the Singapore property disposal[9][34] - Bank loans in current liabilities significantly increased from HK$13,965 thousand to HK$189,396 thousand, while bank loans in non-current liabilities increased from zero to HK$156,016 thousand[9][10] Notes to the Unaudited Interim Financial Results These notes detail the basis of preparation, accounting policy changes, revenue breakdown, segment reporting, profit before tax components, income tax, earnings per share, and specific balance sheet items, along with discontinued operations and post-reporting events 1 Basis of Preparation These interim results are prepared in accordance with HKEX Listing Rules and HKAS 34, reviewed by the Audit Committee but unaudited, applying the same accounting policies as the 2024 annual report, reflecting management's judgments, estimates, and assumptions - The interim financial information has been prepared in accordance with the Listing Rules of The Stock Exchange of Hong Kong Limited and Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[11] - The interim financial information is unaudited but has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410[13] 2 Changes in Accounting Policies The Group has applied amendments to HKAS 21 "The Effects of Changes in Foreign Exchange Rates—Lack of Exchangeability," but these had no material impact on the interim financial information as the Group did not undertake relevant foreign currency transactions - The Group has applied the amendments to Hong Kong Accounting Standard 21 "The Effects of Changes in Foreign Exchange Rates—Lack of Exchangeability," but these had no material impact on the interim financial information[14] 3 Revenue The Group's revenue primarily stems from film exhibition, disc and TV licensing, film and TV drama distribution, cinema operations, promotion and advertising services, and agency services, with a diversified customer base and no single customer accounting for over 10% of revenue - Revenue primarily derives from film exhibition, disc and TV licensing, film and TV drama distribution, cinema operations, promotion and advertising services, and agency services[16] - The Group has a diversified customer base, with no single customer accounting for more than 10% of the Group's revenue[17] 4 Segment Reporting The Group manages its operations by geographical region (Hong Kong, Mainland China, Singapore) and presents segment reports based on internal reporting to the chief operating decision-maker, with segment results calculated as adjusted operating profit after tax, excluding net finance costs, exchange differences, and non-recurring items - The Group manages its operations by geographical region (Hong Kong, Mainland China, Singapore) and presents reportable segments[18][21] Reportable Segment Revenue (Continuing Operations) | Region | 2025 (HK$ '000) | 2024 (HK$ '000) (Restated) | | :--- | :--- | :--- | | Hong Kong | 53,022 | 73,992 | | Mainland China | 27,204 | – | | Singapore | 300,482 | 325,226 | | Sub-total | 380,708 | 399,218 | Reportable Segment Profit/(Loss) After Tax | Region | 2025 (HK$ '000) | 2024 (HK$ '000) (Restated) | | :--- | :--- | :--- | | Hong Kong | 3,160 | (16,442) | | Mainland China | 26,014 | (1,435) | | Singapore | 5,378 | 20,041 | | Sub-total | 34,552 | 2,164 | - Consolidated revenue from continuing operations was HK$362,684 thousand (2024: HK$369,249 thousand), and consolidated profit before tax was HK$105,085 thousand (2024: HK$10,731 thousand loss)[23] 5 Profit/(Loss) Before Tax Profit before tax for the period was primarily influenced by reduced finance costs, increased staff costs, decreased depreciation expenses, and non-recurring gains from lease modifications and reversal of restoration cost provisions, with no non-financial asset impairment losses recorded in 2025, unlike the significant impairment losses in 2024 Finance Costs (Continuing Operations) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) (Restated) | | :--- | :--- | :--- | | Interest on bank loans | 3,656 | 14,406 | | Interest on lease liabilities | 6,531 | 9,053 | | Other borrowing costs | 173 | 1,351 | | Total | 10,360 | 24,810 | | Less: Finance costs capitalised | – | (5,252) | | Net | 10,360 | 19,558 | Staff Costs (Excluding Directors' Emoluments, Continuing Operations) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) (Restated) | | :--- | :--- | :--- | | Wages, salaries and other benefits | 45,517 | 44,511 | | Contributions to defined contribution retirement plans | 5,273 | 3,800 | | Total | 50,790 | 48,311 | - Depreciation expenses for continuing operations decreased, with depreciation of owned property, plant and equipment falling from HK$19,352 thousand to HK$15,550 thousand, and depreciation of right-of-use assets decreasing from HK$49,469 thousand to HK$44,027 thousand[26] - The period recorded a HK$85,849 thousand gain from lease modifications and a HK$19,100 thousand reversal of restoration cost provisions, both classified as non-recurring gains[26] - No non-financial asset impairment losses were recorded in 2025, whereas in 2024, discontinued operations recorded HK$225,978 thousand impairment for fixed assets related to 360 Theatre and HK$87,355 thousand impairment for 360 Theatre development costs[26] 6 Income Tax in the Consolidated Statement of Profit or Loss Income tax credit of HK$31,627 thousand was recorded for continuing operations this period, primarily due to the reversal of deferred tax liabilities, with no profits tax provision in Hong Kong and Mainland China due to losses, and Singapore corporate income tax calculated at a 17% rate Income Tax Credit/(Expense) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) (Restated) | | :--- | :--- | :--- | | Current income tax - Overseas tax provision | 1,879 | 4,688 | | Current income tax - Over-provision in prior years | (1,975) | (2) | | Deferred tax - Origination and reversal of temporary differences | (31,531) | 2,259 | | Actual tax (credit)/expense | (31,627) | 6,947 | - No provision for profits tax has been made for Hong Kong and Mainland China due to recorded losses[27][28] - Corporate income tax provision for Singapore subsidiaries is calculated at 17% of estimated assessable profit[28] 7 Earnings/(Loss) Per Share Basic earnings per share for the period was 4.88 HK cents, a significant improvement from the 2.89 HK cents loss per share in the prior year, with diluted earnings per share being the same as basic earnings per share due to no dilutive potential ordinary shares Basic Earnings/(Loss) Per Share | Item | 2025 (HK$ '000) | 2024 (HK$ '000) (Restated) | | :--- | :--- | :--- | | Profit/(Loss) attributable to equity holders - Continuing operations | 136,712 | (17,678) | | Profit/(Loss) attributable to equity holders - Discontinued operations | – | (63,370) | | Total | 136,712 | (81,048) | - Basic earnings/(loss) per share is calculated based on the profit/(loss) attributable to equity holders of the Company and the weighted average number of 2,799,669,050 ordinary shares outstanding[29] - The Company has no dilutive potential ordinary shares, thus diluted earnings/(loss) per share is the same as basic earnings/(loss) per share[30] 8 Trade Receivables The Group generally grants credit terms of one to three months, with total trade receivables at HK$13,542 thousand at the end of the reporting period, a decrease from HK$16,783 thousand as of December 31, 2024 - The Group generally grants credit terms ranging from one to three months[32] Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Within 1 month | 7,859 | 11,965 | | Over 1 month but within 2 months | 2,092 | 2,304 | | Over 2 months but within 3 months | 2,168 | 968 | | Over 3 months | 1,423 | 1,546 | | Total | 13,542 | 16,783 | 9 Non-current Assets Held for Sale The Group entered into an agreement on June 2, 2025, to sell a property in Singapore for SGD48,000,000, with the sale completed on August 8, 2025, thus its carrying amount of HK$271,398 thousand was classified as non-current assets held for sale as of June 30, 2025 - The Group entered into a sale and purchase agreement on June 2, 2025, to dispose of a property in Singapore for SGD48,000,000[34] - The property disposal was completed on August 8, 2025, and its carrying amount of HK$271,398 thousand was classified as non-current assets held for sale as of June 30, 2025[34] 10 Trade Payables Total trade payables amounted to HK$66,589 thousand at the end of the reporting period, an increase from HK$61,889 thousand as of December 31, 2024 Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Within 3 months | 55,596 | 50,166 | | 4 to 6 months | 133 | 137 | | 7 to 12 months | 243 | 1,274 | | Over 1 year | 10,617 | 10,312 | | Total | 66,589 | 61,889 | 11 Discontinued Operations The Group completed the disposal of its interest in a Taiwan joint venture (Vie Show Disposal) and a subsidiary operating 360 Theatre (360 Disposal) in 2024, classifying these as discontinued operations, resulting in no revenue or loss from discontinued operations in 2025, compared to a significant loss in 2024 - The Group disposed of its interest in a joint venture in Taiwan (Vie Show Disposal) and its interest in a subsidiary operating 360 Theatre (360 Disposal) in 2024[36] - These operations have been classified as discontinued operations, and comparative information for the six months ended June 30, 2024, has been restated[36] Results of Discontinued Operations | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Revenue | – | 8,315 | | Gross loss | – | (13,874) | | Other operating expenses | – | (313,333) | | Loss from operations | – | (346,287) | | Gain on disposal of interest in discontinued operations | – | 285,575 | | Loss before tax | – | (63,372) | | Loss for the year from discontinued operations | – | (63,370) | 12 Events After the Reporting Period The Group's shareholders approved the property disposal on August 7, 2025, which was completed on August 8, 2025, with proceeds fully repaying all outstanding bank loans as of June 30, 2025 - The property disposal was completed on August 8, 2025, and the proceeds were fully used to repay all outstanding bank loans as of June 30, 2025[37] Management Discussion and Analysis This section reviews the Group's business operations, including challenges in the film industry and strategic shifts towards integrated entertainment hubs, alongside a detailed financial review covering profit and loss, and financial resources and liquidity Business Review As a Chinese film and entertainment company, the Group faces challenges from the pandemic, streaming popularity, Hollywood strikes, and wildfires; in response, it is transforming cinemas into integrated entertainment hubs, has terminated all Hong Kong cinema leases, recording non-recurring gains, and continues to focus on the Singapore market as its primary revenue source Overall Business Overview As a Chinese film and entertainment company, the Group faces challenges from the pandemic, streaming popularity, Hollywood strikes, and wildfires, leading to film supply disruptions and revenue decline, prompting efforts to expand cinemas into integrated entertainment hubs - Established in 1970, the Group is a world-class Chinese film and entertainment company primarily engaged in film exhibition, film and television program production, and film distribution[38] - The cinema industry was severely impacted by film supply disruptions caused by the pandemic, the rise of streaming, Hollywood actor and writer strikes, and wildfires in Los Angeles[39] - Revenue from the Group's continuing operations decreased by 2% to HK$362.7 million, primarily due to a lack of blockbuster films[40] - The Group is committed to expanding its cinemas from single film viewing services to integrated entertainment hubs offering a variety of lifestyle products[40] Hong Kong Cinema Operations The Group terminated all Hong Kong cinema leases and ceased operations in Hong Kong during the period, resulting in no Hong Kong cinemas as of June 30, 2025, and recording non-recurring gains of HK$19.1 million from restoration cost provision reversal and HK$85.8 million from lease modifications; despite declining attendance and box office revenue due to industry challenges, the Hong Kong segment reported a profit thanks to significant rental support - The Group has terminated all Hong Kong cinema leases and ceased operating cinemas in Hong Kong, resulting in no Hong Kong cinemas as of June 30, 2025[41][45] - Following lease terminations, the Group recorded non-recurring gains of HK$19.1 million (reversal of restoration cost provision) and HK$85.8 million (lease modification)[41] Hong Kong Cinema Operating Data | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of Cinemas | 0 | 8 | | Number of Screens | 0 | 33 | | Attendance (Million) | 0.8 | 0.9 | | Net Average Ticket Price (HK$) | 53 | 64 | | Box Office Revenue (HK$ Million) | 43 | 58 | - The Hong Kong film industry experienced declines in attendance and box office revenue due to a scarcity of Hollywood blockbusters, disappointing economic recovery, population outflow, and changing consumer habits[46] - Despite declining box office revenue, the Hong Kong segment recorded a HK$3.2 million profit (2024: HK$16.4 million loss), primarily due to significant temporary rental support from landlords[46] Singapore Cinema Operations The Singapore market is the Group's primary revenue source, accounting for 79% of continuing consolidated segment revenue, with 16 cinemas and 122 screens operated by the Group, where Golden Village maintains market leadership; despite reduced attendance, increased average ticket prices and F&B revenue led to slight net box office growth, as Golden Village focuses on transforming cinemas into integrated entertainment centers and diversifying revenue streams - As of June 30, 2025, the Group operated 16 cinemas with a total of 122 screens in Singapore[42][43][47] - Singapore accounted for 79% (2024: 81%) of the Group's continuing consolidated segment revenue, solidifying its position as a primary revenue source[42][47] Singapore Cinema Operating Data | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of Cinemas | 16 | 16 | | Number of Screens | 122 | 122 | | Attendance (Million) | 2.24 | 2.36 | | Net Average Ticket Price (SGD) | 12.8 | 12.1 | | Net Box Office Revenue (SGD Million) | 29 | 29 | - Golden Village's net box office revenue was SGD28.7 million, a 0.7% increase from 2024, primarily due to a 6% rise in average net ticket price offsetting a 5% decrease in attendance[48] - Golden Village's F&B revenue increased by 4% from SGD12.4 million in 2024 to SGD12.9 million in 2025, with a 10% increase in spending per customer[48] - Golden Village is committed to expanding its cinemas from single viewing purposes to integrated entertainment centers offering other lifestyle options, including expanding Gold Class premium cinemas and F&B offerings[49] - To mitigate the risk of Hollywood blockbuster delays, Golden Village is increasing alternative content, live online streaming, and special film screenings, while diversifying revenue through advance ticket sales, gift cards, merchandise, and e-commerce platforms[50] Film and Television Program Distribution and Production The Group holds permanent distribution rights for over 140 self-produced films, generating stable licensing revenue, with film distribution and production businesses collectively recording HK$43.6 million in revenue, a slight 0.9% increase; the Group continues to prudently invest in film production and actively collaborates with external studios to redevelop Chinese classic film intellectual properties - The Group's film library holds permanent distribution rights for over 140 self-produced films, generating stable licensing revenue[51] - Film distribution and production businesses collectively recorded HK$43.6 million in revenue, a slight 0.9% increase compared to the same period last year[51] - The Group continues to maintain prudent investment decisions in film production and actively collaborates with external studios to redevelop its Chinese classic film library into online films and film-derived art[52] Financial Review The Group's continuing operations revenue slightly decreased, but gross profit increased due to higher-margin licensing fee income; finance costs significantly reduced due to lower loan balances and interest rates, and an income tax credit was recorded, mainly from deferred tax liability reversal on the Singapore property sale, leading to a turnaround from loss to profit attributable to equity holders, driven by non-recurring gains and reduced impairment losses Profit or Loss The Group's continuing operations revenue slightly decreased by 2% to HK$362.7 million, but gross profit increased by 1% to HK$242.9 million due to higher-margin film licensing fee income; other income significantly increased, mainly from non-recurring gains from cinema lease terminations, while finance costs substantially decreased due to lower loan balances and interest rates; an income tax credit was recorded, primarily from deferred tax liability reversal on the Singapore property sale, leading to a turnaround from loss to profit attributable to equity holders, driven by non-recurring gains and reduced impairment losses - Consolidated revenue from continuing operations decreased by 2% to HK$362.7 million, with total attendance decreasing by 7%[53] - Gross profit from continuing operations increased by 1% to HK$242.9 million, primarily due to higher-margin film licensing fee income[53] - Other income of HK$114.6 million primarily includes non-recurring gains of HK$19.1 million from restoration cost provision reversal and HK$85.8 million from lease modifications[53] - Finance costs decreased from HK$14.4 million to HK$3.7 million, mainly due to reduced outstanding loan balances and lower interest rates during the period[54] - Selling and distribution expenses, along with general and administrative expenses, decreased to HK$224.5 million (2024: HK$240.2 million), and depreciation expenses decreased to HK$59.6 million (2024: HK$68.8 million)[54] - Income tax for continuing operations recorded a HK$31.6 million credit (2024: HK$6.9 million expense), primarily due to a HK$32.6 million credit from the reversal of deferred tax liabilities on the Singapore property disposal[55] - Profit attributable to equity holders turned from a HK$81 million loss in 2024 to a HK$136.7 million profit in 2025[56] Financial Resources and Liquidity The Group maintains a robust financial position with net assets reaching HK$1,405.4 million, increased cash and bank balances, and stable net debt; gearing and net gearing ratios remain solid, with proceeds from the Singapore property sale used to repay bank loans, further optimizing the financial structure, and the Group faces low foreign exchange risk with no significant contingent liabilities - As of June 30, 2025, net assets reached HK$1,405.4 million (December 31, 2024: HK$1,169.8 million)[57] - Total cash and bank balances amounted to HK$152.2 million (December 31, 2024: HK$133.6 million)[57] - Net debt remained at a similar level, from HK$36.4 million as of December 31, 2024, to HK$37.2 million as of June 30, 2025[57] - Proceeds from the Singapore property disposal were used to repay all outstanding bank borrowings; the property's carrying amount of HK$271.4 million was classified as non-current assets held for sale, and bank loans of HK$189.4 million were reclassified as current liabilities[58] - The gearing ratio remained at 9.0% (December 31, 2024: 8.0%), and the net gearing ratio remained at 1.8% (December 31, 2024: 1.7%)[59] - The Group has low foreign exchange risk and no significant contingent liabilities or off-balance sheet debt[60] Prospects Facing high uncertainty in Asian economies, trade barriers, geopolitical instability, and film supply issues, the Group will adopt a cautious approach to future operations and expansion plans, continuing to introduce diversified content and quality services to transform cinemas into integrated entertainment destinations, and prudently seeking synergistic investment opportunities within the region - Asian economies face challenges including high uncertainty in trade prospects, tariffs, rising interest rates, declining consumer confidence, and geopolitical instability[61] - The Group will adopt a cautious approach to future operations and expansion plans, continuing to introduce diversified content and quality services to transform cinemas into integrated entertainment destinations[62] - The Group will prudently seek suitable investment opportunities within the region to achieve synergies with existing businesses and create value for shareholders[62] Other Information This section covers employee and remuneration policies, interim dividend decisions, transactions involving listed securities, compliance with the Model Code and Corporate Governance Code, the Audit Committee's role, and publication details for interim results and reports, concluding with an acknowledgement and board member list Employees and Remuneration Policy As of June 30, 2025, the Group employed 204 full-time employees, a decrease from 244 as of December 31, 2024; remuneration is primarily determined by industry practice, including salaries, commissions, discretionary bonuses, and share options, and the Group operates a defined contribution retirement benefit scheme - As of June 30, 2025, the Group employed 204 full-time employees (December 31, 2024: 244)[63] - Employee remuneration is primarily determined by industry practice, including salaries, commissions, discretionary bonuses, and share options[63] - The Group operates a defined contribution retirement benefit scheme, with no forfeited contributions arising from employees leaving the scheme during the period[63] Interim Dividend The Directors do not recommend the payment of any interim dividend for the period ended June 30, 2025 (June 30, 2024: nil) - The Directors do not recommend the payment of any interim dividend for the period ended June 30, 2025[64] Purchase, Sale or Redemption of Listed Securities Neither the Company nor any of its subsidiaries redeemed, repurchased, or sold any listed securities during the period ended June 30, 2025 - The Company did not redeem any of its listed securities during the period ended June 30, 2025[65] - Neither the Company nor any of its subsidiaries repurchased or sold any of the Company's listed securities on The Stock Exchange of Hong Kong Limited during the period[65] Compliance with the Model Code The Company has adopted a code no less exacting than the Model Code set out in Appendix C3 of the Listing Rules, and all Directors confirm compliance with the Model Code and the Company's code throughout the period ended June 30, 2025 - The Company has adopted a code no less exacting than the Model Code set out in Appendix C3 of the Listing Rules[66] - All Directors confirm compliance with the Model Code and the Company's code throughout the period ended June 30, 2025[66] Compliance with the Corporate Governance Code The Company complied with the Corporate Governance Code provisions during the period, except for rules C.1.6 and F.2.2, as Independent Non-executive Director Ms. Wong Sze Wing and Board Chairman Mr. Ng Kwok Po were unable to attend general meetings due to other commitments - The Company complied with the code provisions of the Corporate Governance Code throughout the period ended June 30, 2025, except for rules C.1.6 and F.2.2[67] - Independent Non-executive Director Ms. Wong Sze Wing was unable to attend the annual general meeting and extraordinary general meeting due to other work commitments[68] - The Chairman of the Board, Mr. Ng Kwok Po, was unable to attend the annual general meeting due to other official engagements[68] Audit Committee The Company has established an Audit Committee responsible for evaluating financial information, reviewing financial and accounting policies, internal controls, and the relationship with external auditors, which has reviewed the internal control system and the financial information for the current period - The Audit Committee is responsible for evaluating matters related to financial information and performing its duties, including reviewing the Company's financial and internal controls, financial and accounting policies and practices, and the relationship with external auditors[69] - The Audit Committee has reviewed the internal control system and the financial information for the period ended June 30, 2025[69] Publication of Interim Results and Interim Report This announcement has been published on the Company's and the Stock Exchange's websites, and the Company's interim report for the period ended June 30, 2025, will be dispatched to shareholders and published on the same websites in due course - This announcement is published on the websites of the Company and the Stock Exchange[70] - The Company's interim report for the period ended June 30, 2025, will be dispatched to shareholders and published on the same websites in due course[70] Acknowledgement The Board of Directors expresses gratitude for the efforts and contributions of the Group's management and all employees, and thanks shareholders, customers, and business partners for their trust and support - The Board of Directors acknowledges the efforts and contributions made by the Group's management and all employees, and expresses gratitude for the trust and support from shareholders, customers, and business partners in the Group's development[71] Board of Directors The Company's Board of Directors comprises Mr. Ng Kwok Po, Chairman and Executive Director, three Independent Non-executive Directors (Mr. Leung Man Kit, Ms. Wong Sze Wing, Mr. Fung Chi Man), and four Executive Directors (Ms. Chow Sau Fong, Ms. Go Misaki, Mr. Pang Pok Lun, Ms. Hung Man Yu) - The Company's Board of Directors includes Mr. Ng Kwok Po, Chairman and Executive Director, three Independent Non-executive Directors, and four Executive Directors[73]