大同集团(00544) - 2025 - 中期业绩

Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's total revenue decreased by 38.6% to HKD 76,625 thousand for the six months ended June 30, 2025, leading to an 86.4% increase in loss attributable to equity holders to HKD 36,930 thousand, driven by revenue decline and higher finance costs Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | June 30, 2025 (HKD '000) | June 30, 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 76,625 | 124,737 | -38.6% | | Gross Profit | 3,851 | 5,060 | -23.8% | | Other Income | 2,997 | 6,169 | -51.4% | | Finance Costs | (21,237) | (6,768) | +213.8% | | Loss Before Tax | (36,930) | (19,764) | +86.8% | | Loss for the Period Attributable to Equity Holders of the Company | (36,930) | (19,764) | +86.8% | | Basic and Diluted Loss Per Share (HKD) | (1.27) | (0.68) | +86.8% | - Finance costs for the period significantly increased by 213.8%, from HKD 6,768 thousand in 2024 to HKD 21,237 thousand in 2025, materially impacting the widening loss[4] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's financial position deteriorated, with net current liabilities increasing to HKD 129,093 thousand and net liabilities to HKD 59,549 thousand, reflecting heightened liquidity pressure Summary of Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | 461,325 | 495,173 | -6.9% | | Current Assets | 48,444 | 93,159 | -48.0% | | Current Liabilities | 177,537 | 181,715 | -2.3% | | Net Current Liabilities | (129,093) | (88,556) | +45.8% | | Non-current Liabilities | 391,781 | 429,492 | -8.7% | | Net Liabilities | (59,549) | (22,875) | +160.3% | | Bank and Cash Balances | 21,555 | 59,765 | -63.9% | - The Group's net current liabilities and net liabilities both significantly increased, indicating intensified liquidity pressure and a deteriorating financial position[6][7] Notes to the Condensed Consolidated Financial Statements This section details the basis of preparation, accounting policies, segment information, revenue composition, other income and expenses, finance costs, taxation, dividends, loss per share, and trade and other receivables/payables, noting the Group's liquidity risk but the Board's confidence in the going concern assumption based on future cash flow forecasts and new financing arrangements 1. Basis of Preparation For the six months ended June 30, 2025, the Group incurred a net loss of HKD 36,930 thousand, with net current liabilities of HKD 129,093 thousand and net liabilities of HKD 59,549 thousand, facing liquidity risk, which the Board attributes to upcoming debt maturities and addresses through cash flow forecasts, cost control, and new financing arrangements to support the going concern assumption - As of June 30, 2025, the Group recorded a net loss of HKD 36,930 thousand, net current liabilities of HKD 129,093 thousand, and net liabilities of HKD 59,549 thousand, facing liquidity risk[8] - The Board attributes the net current liabilities and net liabilities primarily to HKD 70,000 thousand in bonds payable and HKD 35,000 thousand in bank borrowings due within 12 months after the reporting period[8] - The Board is satisfied that the financial statements are prepared on a going concern basis, supported by cash flow forecasts, bond repayment schedules, cost control, operating cash, and new financing arrangements[9] 2. Principal Accounting Policies The condensed consolidated financial statements are prepared on a historical cost basis, with accounting policies consistent with the prior year's annual financial statements, except for the adoption of new/revised Hong Kong Financial Reporting Standards, which had no material impact on the Group's financial position or performance during this interim period - The condensed consolidated financial statements are prepared on a historical cost basis, with accounting policies consistent with the prior year's annual financial statements, except for the adoption of new/revised Hong Kong Financial Reporting Standards[10] - New/revised Hong Kong Financial Reporting Standards adopted during this interim period, such as the amendment to HKAS 21 'Lack of Exchangeability', had no material impact on the Group's financial position or performance[11] 3. Segment Information The Group's operating segments include cold storage and related services in Hong Kong, and food and beverage trading and sales in China and Hong Kong, both experiencing significant declines in revenue and results, with cold storage services revenue down 33.2% and food and beverage trading revenue down 61.8% Revenue and Results by Operating Segment | Segment | June 30, 2025 (HKD '000) | June 30, 2024 (HKD '000) | Revenue Change (%) | Results Change (%) | | :--- | :--- | :--- | :--- | :--- | | Cold Storage and Related Services Revenue | 67,484 | 100,998 | -33.2% | -153.3% (widened loss) | | Food and Beverage Trading and Sales Revenue | 9,017 | 23,612 | -61.8% | -397.8% (widened loss) | | Consolidated Revenue | 76,501 | 124,610 | -38.6% | -164.1% (widened loss) | Revenue by Geographical Region | Region | June 30, 2025 (HKD '000) | June 30, 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong | 67,616 | 101,125 | -33.1% | | China | 9,009 | 23,612 | -61.8% | | Total | 76,625 | 124,737 | -38.6% | 4. Revenue The Group's total revenue decreased from HKD 124,737 thousand in the prior year to HKD 76,625 thousand in 2025, primarily due to a 33.8% reduction in cold storage services revenue and a 61.8% reduction in food and beverage trading and sales revenue, with 88.1% of revenue recognized over time as service income Revenue Analysis by Category | Revenue Category | June 30, 2025 (HKD '000) | June 30, 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Cold Storage Services | 58,818 | 88,840 | -33.8% | | Management Services | 884 | 1,292 | -31.6% | | Logistics Services | 7,782 | 10,866 | -28.4% | | Food and Beverage Trading and Sales | 9,017 | 23,612 | -61.8% | | Total Revenue | 76,625 | 124,737 | -38.6% | - In the first half of 2025, 88.1% of revenue (HKD 67,484 thousand) was recognized over time as service income, while 11.9% (HKD 9,017 thousand) was recognized at a point in time as sales revenue[20] 5. Other Income The Group's other income decreased by 51.4% from HKD 6,169 thousand in the prior year to HKD 2,997 thousand in 2025, primarily due to significant reductions in estimated interest income from lease deposits paid and other service income Other Income Analysis | Income Category | June 30, 2025 (HKD '000) | June 30, 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Estimated Interest Income from Lease Deposits Paid | 487 | 1,496 | -67.4% | | Interest Income from Bank Deposits | 26 | 37 | -29.7% | | Other Service Income | 2,455 | 4,610 | -46.8% | | Miscellaneous Income | 29 | 26 | +11.5% | | Total | 2,997 | 6,169 | -51.4% | 6. Other Gains (Losses), Net The Group's other gains (losses), net, shifted from a loss of HKD 76 thousand in the prior year to a gain of HKD 68 thousand in 2025, primarily driven by a HKD 110 thousand gain from disposal/write-off of property, plant, and equipment, offsetting exchange losses Other Gains (Losses), Net Analysis | Item | June 30, 2025 (HKD '000) | June 30, 2024 (HKD '000) | | :--- | :--- | :--- | | Net Exchange Loss | (78) | (84) | | Net Gain (Loss) on Disposal/Write-off of Property, Plant and Equipment | 110 | (43) | | Recovery of Loans Receivable | 36 | 51 | | Total | 68 | (76) | 7. Finance Costs The Group's finance costs significantly increased by 213.8% from HKD 6,768 thousand in the prior year to HKD 21,237 thousand in 2025, primarily due to a surge in interest expense on lease liabilities from HKD 2,905 thousand to HKD 17,388 thousand Finance Costs Analysis | Item | June 30, 2025 (HKD '000) | June 30, 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Interest Expense on Bank Borrowings | 1,323 | 863 | +53.3% | | Interest Expense on Bonds Payable | 2,475 | 3,000 | -17.5% | | Interest Expense on Lease Liabilities | 17,388 | 2,905 | +498.6% | | Interest Expense on Defined Benefit Plan Liabilities | 51 | - | N/A | | Total | 21,237 | 6,768 | +213.8% | 8. Income Tax Expense The Group made no provision for Hong Kong profits tax, as estimated taxable profits were absorbed by prior year tax losses or resulted in tax losses, while its China operations are subject to enterprise income tax at a 25% rate - For the six months ended June 30, 2025 and 2024, the Group made no provision for Hong Kong profits tax, primarily due to tax losses absorbing taxable profits[25] - The Group's operations in China are subject to China enterprise income tax at a rate of 25%[26] 9. Dividends For the six months ended June 30, 2025 and 2024, the Company neither paid, declared, nor proposed any dividends - The Company's directors have determined not to pay any dividends for this interim period (six months ended June 30, 2024: nil)[27] 10. Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share attributable to equity holders of the Company widened to HKD 1.27 from HKD 0.68 in the prior year, with diluted loss per share being the same as basic loss per share due to the absence of issued potential ordinary shares Loss Per Share | Metric | June 30, 2025 (HKD) | June 30, 2024 (HKD) | | :--- | :--- | :--- | | Basic Loss Per Share | (1.27) | (0.68) | | Diluted Loss Per Share | (1.27) | (0.68) | - The weighted average number of ordinary shares used to calculate basic loss per share has been adjusted to account for the share consolidation on July 16, 2025, assuming it was completed on January 1, 2024[29] 11. Trade and Other Receivables, Deposits and Prepayments As of June 30, 2025, trade receivables (net of allowance) were approximately HKD 23,114 thousand, a 22.9% decrease from HKD 29,990 thousand as of December 31, 2024, with a corresponding reduction in loss allowance Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Within 30 days | 12,060 | 13,142 | | 31 to 60 days | 6,195 | 8,069 | | 61 to 90 days | 663 | 3,352 | | 91 to 120 days | 801 | 1,269 | | Over 120 days | 3,395 | 4,158 | | Total | 23,114 | 29,990 | - The loss allowance for trade receivables decreased from HKD 637 thousand as of December 31, 2024, to HKD 505 thousand as of June 30, 2025[30] 12. Trade and Other Payables As of June 30, 2025, trade payables were approximately HKD 3,075 thousand, an 11.4% increase from HKD 2,760 thousand as of December 31, 2024, with most payables due within 30 days Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Within 30 days | 2,309 | 2,158 | | 31 to 60 days | 739 | 602 | | 61 to 90 days | 27 | - | | Total | 3,075 | 2,760 | Management Discussion and Analysis Overall Performance For the six months ended June 30, 2025, the Group's total revenue was approximately HKD 76,600 thousand, a 38.6% year-on-year decrease, with loss attributable to equity holders increasing by 86.4% to HKD 36,900 thousand, primarily due to reduced revenue from cold storage and food and beverage businesses, and accounting impacts from extended cold storage lease agreements - The Group's total revenue was approximately HKD 76,600 thousand, a decrease of approximately 38.6% compared to the same period last year[32] - The Group recorded a loss attributable to equity holders of approximately HKD 36,900 thousand, an increase of approximately 86.4% compared to a loss of approximately HKD 19,800 thousand in the same period last year[32] - The loss was primarily attributable to a decrease in revenue from cold storage and related services by approximately 33.2%, a decrease in revenue from food and beverage trading and sales in Mainland China by approximately 61.8%, and the accounting impact of extending cold storage lease agreements[32] Operating Segment Review The Group's cold storage and logistics business faced customer attrition and increased competition due to unfavorable Hong Kong economic conditions and cross-border shopping trends, while the food and beverage trading business in Mainland China, despite economic growth, contended with real estate challenges and cautious consumer spending, responding by streamlining its distribution network and implementing cost controls Cold Storage and Logistics The Hong Kong cold storage and logistics segment experienced reduced demand for storage and logistics services, customer attrition, and intensified competition due to unfavorable local economic conditions and consumer cross-border shopping trends, which the Group addressed by optimizing warehouse operations, relocating, adjusting manpower, and maintaining client relationships - The Hong Kong cold storage and logistics segment was affected by unfavorable macroeconomic conditions and local consumer cross-border shopping trends, leading to reduced demand for local storage and logistics services[34] - The segment experienced customer attrition and increased competition, prompting the Group to selectively adjust prices to maintain market share[34] - The Group optimized warehouse operations, relocating its business from the Tsing Yi warehouse to the Kwai Hei Street facility, and implemented manpower adjustments for cost savings[35] Trading and Sales of Food and Beverage Products The Mainland China food and beverage trading business continued with a refined operating model, focusing on high-margin wholesale channels and selected retail products; despite positive economic momentum, real estate challenges and cautious consumer spending intensified competition, which the Group addressed by maintaining supermarket brand relationships, expanding convenience store networks, strict cost control, and prioritizing premium imported products - The Mainland China trading business continued to operate with a refined model, focusing on higher-margin wholesale channels and selected retail products, streamlining its distribution network, and prioritizing the sale of more profitable products[36] - Mainland China's economy grew by 5.3% GDP in the first half, but real estate sector challenges and cautious consumer spending intensified competition in the food trading sector[37] - The Group maintained close ties with renowned supermarket brands, expanded its convenience store network, implemented strict cost controls, improved procurement efficiency, and prioritized premium imported products[37] Prospects The Group maintains cautious optimism for the second half and beyond, with recent new share subscriptions and convertible bond issuances injecting fresh capital and enhancing liquidity; the cold storage business is expected to benefit from Hong Kong's tourism rebound and government stimulus, while the food and beverage business will continue to optimize its product portfolio and leverage China's consumption stimulus policies to expand its market - Recently completed significant financing activities, including new share subscriptions and convertible bond issuances, injected new capital, settled outstanding debts, and enhanced liquidity[38] - Board changes, including the appointment of new executive directors with capital market and financing expertise, are expected to introduce innovative perspectives to drive strategic growth[38] - The Group will consider a premiumization strategy, shifting towards high-quality imported products, health products, and niche categories, and leveraging consumer data to tailor products[42] Cold Storage and Logistics The Hong Kong cold storage and logistics segment is expected to benefit from a tourism rebound (12% year-on-year surge in visitor arrivals in H1 2025) and government stimulus measures, with the Group planning to leverage expanded capacity at Kwai Hei Street warehouse to offer value-added solutions, diversify its client base, and seek strategic partners - Hong Kong's tourism rebound, with visitor arrivals surging 12% year-on-year to over 24 million in H1 2025, is expected to stimulate F&B sector spending, creating indirect demand for the Group's services[39] - The Group plans to leverage the expanded capacity of the Kwai Hei Street warehouse to offer value-added solutions, such as integrated supply chain management, to diversify its customer base[39] - The Group is actively seeking suitable strategic partners for joint ventures, which are expected to drive overall development[40] Trading and Sales of Food and Beverage Products The Mainland China trading segment will continue to optimize its product portfolio and distribution channels, sourcing high-margin imported products; leveraging China's resilient economic growth and government consumption stimulus, the Group will explore expanding convenience store and online retail businesses, and consider a premiumization strategy towards high-quality imported, health, and niche products - The Group will continue to optimize its product portfolio and distribution channels, including sourcing high-margin imported products for cross-border sales[41] - Mainland China's economy showed resilience with 5.3% GDP growth in H1 2025, and government consumption stimulus measures, such as subsidies for green smart home appliances, may boost retail sentiment[41] - The Group aims to leverage urban consumption trends to explore expanding convenience store and online retail businesses, and consider a premiumization strategy, shifting towards high-quality imported products, health products, and niche categories[41][42] Financial Review Liquidity and Financial Resources As of June 30, 2025, the Group's bank and cash balances were approximately HKD 21,600 thousand, a significant 63.9% decrease from December 31, 2024, primarily due to bond repayments and recorded losses; while the gearing ratio improved but remained negative, post-reporting period, HKD 35,000 thousand in bank borrowings were fully repaid, with future liquidity relying on operating cash, capital market financing, and proceeds from new shares/convertible bonds Overview of Liquidity and Financial Resources | Metric | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Bank and Cash Balances | 21,600 | 59,800 | -63.9% | | Gearing Ratio (excluding lease liabilities) | -176.3% | -524.6% | N/A | | Total Outstanding Principal Amount of Bonds | 70,000 | 85,000 | -17.6% | | Bank Borrowings | - | 35,000 | -100% (repaid) | - The decrease in bank and cash balances was primarily due to the repayment of HKD 15,000 thousand in bonds payable and the recognition of losses for the six months ended June 30, 2025[43] - Subsequent to the reporting period and up to the date of this announcement, HKD 35,000 thousand in bank borrowings were fully repaid[44] Treasury Policy The Group adopts a conservative treasury policy, strictly monitoring its cash management, with bank and cash balances primarily denominated in Hong Kong Dollars - The Group adopts a conservative treasury policy, strictly monitoring its cash management[45] - The Group's bank and cash balances are primarily denominated in Hong Kong Dollars[45] Exchange Rate Fluctuation Risk and Related Hedging The Group's monetary assets and liabilities are primarily denominated in Hong Kong Dollars, leading directors to consider exchange rate risk minimal; despite potential increased risk from Mainland China food and beverage operations, as of the reporting period, the Group had no significant foreign exchange exposure and used no hedging instruments - The Group's monetary assets and liabilities are primarily denominated in Hong Kong Dollars, and the directors consider exchange rate risk to be minimal[46] - The Group may be exposed to relatively higher exchange rate risk when more food and beverage trading and sales operations are conducted in Mainland China[46] - For the six months ended June 30, 2025, the Group had no significant foreign exchange exposure and did not use any financial instruments for hedging purposes[46] Share Capital Structure As of June 30, 2025, the Company's total issued share capital was HKD 2,901,104, comprising 290,110,400 ordinary shares of HKD 0.01 each; subsequent to the reporting period, a 10-to-1 share consolidation on July 16, 2025, reduced the number of issued shares to 29,011,040, with a par value of HKD 0.1 per share - As of June 30, 2025, the Company's total issued share capital was HKD 2,901,104, divided into 290,110,400 ordinary shares of HKD 0.01 each[47] - On July 16, 2025, the Company implemented a share consolidation, where every ten (10) existing shares were consolidated into one (1) consolidated share, resulting in 29,011,040 issued shares with a par value of HKD 0.1 per share[47] Significant Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the six months ended June 30, 2025, the Group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures[48] Pledge of Assets As of June 30, 2025, the Group's bank facilities (HKD 3,500 thousand) were secured by HKD 1,700 thousand in bank deposits, while cold storage lease liabilities (approximately HKD 107,000 thousand) were secured by cash deposits, corporate guarantees, floating charges, and share pledges, with approximately HKD 600 thousand in vehicles also pledged to secure lease liabilities - A bank provided the Group with HKD 3,500 thousand in banking facilities, secured by HKD 1,700 thousand in bank deposits[49] - The Group's cold storage lease liabilities (approximately HKD 107,000 thousand) were secured or guaranteed by cash deposits, corporate guarantees, floating charges, and share pledges[49] - Vehicles with a carrying amount of approximately HKD 600 thousand were pledged as a charge by the lessor over the leased assets to secure lease liabilities of approximately HKD 600 thousand[49] Future Plans for Material Investments or Capital Assets As of June 30, 2025, the Group had no specific future plans for material investments or capital assets - As of June 30, 2025, the Group had no specific future plans for material investments or capital assets[50] Contingent Liabilities As of June 30, 2025, the Group had no contingent liabilities - As of June 30, 2025, the Group had no contingent liabilities[51] Other Information Employment and Remuneration Policy As of June 30, 2025, the Group's total employees decreased to approximately 150 (130 in Hong Kong, 20 in China), with total staff-related costs declining by 12.7% to HKD 29,425 thousand, reflecting cost control measures under economic pressure; the Group is considering extending its share option scheme to middle management and enhancing training in cold storage and supply chain innovation skills Employee Headcount and Costs | Metric | June 30, 2025 | June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong Employees | 130 | 160 | -18.8% | | Mainland China Employees | 20 | 30 | -33.3% | | Total Staff-Related Costs (HKD '000) | 29,425 | 33,696 | -12.7% | - The Group implemented extensive cost control measures, focusing on streamlining non-core positions while retaining essential professionals in cold storage and trading[52] - To incentivize employees, the Group is considering extending its share option scheme, currently limited to senior management, to middle management[52] Interim Dividend The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[53] Purchase, Sale or Redemption of Listed Securities For the six months ended June 30, 2025, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, nor did they hold any treasury shares - 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[54] - For the six months ended June 30, 2025, the Company did not hold any treasury shares[54] Significant Events After Reporting Period Subsequent to the reporting period, the Company completed a series of significant financing activities, including new share subscriptions under general mandate and convertible bond subscriptions under specific mandate, raising approximately HKD 43.19 million in net proceeds primarily for debt repayment and working capital, in addition to implementing a 10-to-1 share consolidation Subscription of New Shares Under General Mandate On April 20, 2025, the Company entered into agreements with three subscribers for a total of 5,802,207 new shares at a subscription price of approximately HKD 0.04801 per share (HKD 0.4801 after share consolidation), raising net proceeds of approximately HKD 2,520 thousand, allocated for debt repayment (HKD 2,000 thousand) and the Group's working capital (HKD 520 thousand) - On April 20, 2025, the Company entered into agreements with three subscribers for a total of 58,022,079 subscription shares (pre-share consolidation) at a subscription price of approximately HKD 0.04801 per share[56] - The subscription shares were issued on July 21 and 22, 2025, generating total proceeds of approximately HKD 2,790 thousand and net proceeds of approximately HKD 2,520 thousand[58] Use of Proceeds from New Share Subscription | Purpose | Available (HKD Million) | Utilized (HKD Million) | Unutilized (HKD Million) | Expected Utilization Time | | :--- | :--- | :--- | :--- | :--- | | Repayment of Group's Debts | 2.00 | - | 2.00 | End of 2025 | | Group's Working Capital | 0.52 | - | 0.52 | End of 2025 | | Total | 2.52 | - | 2.52 | | Subscription of Convertible Bonds Under Specific Mandate On April 20, 2025, the Company entered into agreements with three subscribers to issue unlisted convertible bonds with a total principal amount of HKD 45,000 thousand, convertible into up to 93,730,470 new shares at HKD 0.4801 per share (post-share consolidation); net proceeds of approximately HKD 40,670 thousand were raised, with HKD 35,000 thousand used for bank loan repayment and the remaining HKD 5,670 thousand for general working capital - The Company issued unlisted convertible bonds with a total principal amount of HKD 45,000 thousand, convertible into a total of 93,730,470 new shares at a conversion price of HKD 0.4801 per conversion share (adjusted for share consolidation)[61][62] - The convertible bonds bear interest at an annual rate of 6% on the outstanding principal amount, maturing within three years from the issue date, with an option to extend for two years[63] Use of Proceeds from Convertible Bonds | Purpose | Approximate Amount of Net Proceeds Allocated (HKD) | Amount Utilized as of the Date of this Announcement (HKD) | | :--- | :--- | :--- | | Repayment of Bank Loans | 35,000,000 | 35,000,000 | | Group's General Working Capital | 5,670,000 | - | | Total | 40,670,000 | 35,000,000 | Share Consolidation On July 14, 2025, the Company passed an ordinary resolution to implement a share consolidation, where every ten (10) existing shares were consolidated into one (1) consolidated share, effective July 16, 2025 - Every ten (10) issued and unissued existing shares in the Company's share capital will be consolidated into one (1) consolidated share of HKD 0.10 par value[68] - The share consolidation was approved by shareholders and became effective on July 16, 2025[68] Corporate Governance The Company generally complied with the Corporate Governance Code during the reporting period, with deviations noted for the absence of a Chairman, leading to an undifferentiated role from the Chief Executive and the Chairman's inability to attend general meetings, though the Board believes collective decision-making mitigates this gap; all directors confirmed compliance with the Model Code for Securities Transactions, and the Audit Committee reviewed financial reporting and internal controls, engaging an independent consultant to enhance risk management Code on Corporate Governance Practices The Company complied with the Corporate Governance Code during the reporting period, with two deviations: no Chairman appointed, leading to an undifferentiated role from the Chief Executive, and the Chairman's absence from general meetings; the Board believes collective decision-making mitigates the negative impact of the Chairman's vacancy - The Company has not appointed a Chairman, resulting in an undifferentiated role from the Chief Executive, which deviates from Code Provision C.2.1 of the Corporate Governance Code[69] - As the Company had no Chairman for the six months ended June 30, 2025, it did not comply with Code Provision F.1.3 of the Corporate Governance Code regarding the Chairman's attendance at annual general meetings and answering questions[69] - The Board currently has no intention to fill the Chairman position, as all Company decisions are made collectively by the Board, believing that not filling the vacancy has no negative impact on the Company[70] Model Code for Securities Transactions by Directors The Company has adopted a written securities dealing policy, and all directors confirmed their compliance with the required standards set out in the policy for the six months ended June 30, 2025 - The Company has adopted a written securities dealing policy, and all directors confirmed their compliance with the required standards set out in the policy for the six months ended June 30, 2025[71] Audit Committee The Audit Committee reviewed the Group's adopted accounting principles and practices, discussed risk management, internal controls, and financial reporting matters, including the interim results, deeming them compliant with applicable accounting standards and disclosure requirements; the Committee comprises three independent non-executive directors - The Audit Committee, together with management, reviewed the Group's adopted accounting principles and practices, and discussed risk management, internal controls, and financial reporting matters[72] - The Audit Committee is of the opinion that the Group's unaudited condensed consolidated results for the six months ended June 30, 2025, comply with applicable accounting standards, Listing Rules, and legal requirements, and that adequate disclosures have been made[72] - The Audit Committee comprises all three independent non-executive directors, with Mr. Leung Chi Hung serving as Chairman[72] Risk Management and Internal Control The Board is responsible for ensuring the Group has appropriate and effective risk management and internal control systems, reviewed by the Audit Committee; the Company engaged an independent professional consultant for internal audit functions to conduct independent assessments of certain subsidiaries, and the Board is satisfied with the adequacy and effectiveness of existing systems, which will be continuously reviewed and updated - The Board is responsible for ensuring the Group has appropriate and effective risk management and internal control systems, which the Audit Committee will review[73] - The Company has engaged an independent professional consultant to be responsible for internal audit functions, conducting independent assessments of the adequacy and effectiveness of risk management and internal control systems for certain subsidiaries[73] - For the six months ended June 30, 2025, the Board was satisfied that the Group had adequate risk management and internal control procedures, with no deficiencies identified[74] Publication of Interim Results and Interim Report This announcement has been published on the HKEX website and the Company's website; the Company's 2025 interim report will be dispatched to shareholders and posted on the HKEX and Company websites in due course - This announcement is published on the HKEX website www.hkexnews.hk and the Company's website www.irasia.com/listco/hk/daido/index.htm[75](index=75&type=chunk) - The Company's 2025 interim report will be dispatched to the Company's shareholders and posted on the HKEX and Company websites in due course[75] Board of Directors As of the date of this announcement, the Board of Directors comprises executive directors Mr. Fung Pak Kei and Mr. He Xinyu; non-executive director Ms. Guan Yasong; and independent non-executive directors Mr. Leung Chi Hung, Ms. Li Dan, and Mr. Luo Zhihong - As of the date of this announcement, the Board of Directors comprises executive directors Mr. Fung Pak Kei and Mr. He Xinyu; non-executive director Ms. Guan Yasong; and independent non-executive directors Mr. Leung Chi Hung, Ms. Li Dan, and Mr. Luo Zhihong[76]