中国金融投资管理(00605) - 2025 - 中期业绩

Financial Summary This section provides a high-level overview of the group's financial performance, highlighting key revenue and loss figures Financial Summary for the Six Months Ended June 30, 2025 | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Percentage Change (%) | | :--- | :--- | :--- | :--- | | Interest and Financing Advisory Services Income | 39,595 | 51,297 | (22.8) | | Loss for the Period Attributable to Owners of the Company | (29,599) | (18,323) | 61.5 | | Basic Loss Per Share (HKD) | (0.15) | (0.09) | 66.7 | Condensed Consolidated Financial Statements This section presents the group's condensed consolidated financial statements, including profit or loss, comprehensive income, and financial position Condensed Consolidated Statement of Profit or Loss The group's interest and financing advisory services income decreased by 22.8% year-on-year, leading to a 61.5% increase in loss attributable to owners of the company Condensed Consolidated Statement of Profit or Loss Key Data | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest and Financing Advisory Services Income | 39,595 | 51,297 | | Interest and Fees | (23,907) | (21,564) | | Net Interest and Service Income | 15,688 | 29,733 | | Loss Before Tax | (26,269) | (13,919) | | Loss for the Period | (28,565) | (17,915) | | Loss for the Period Attributable to Owners of the Company | (29,599) | (18,323) | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The group's total comprehensive expense for the six months ended June 30, 2025, decreased to HKD 13,577 thousand, primarily due to a favorable shift in exchange differences on overseas operations Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Loss for the Period | (28,565) | (17,915) | | Exchange Differences on Translation of Overseas Operations | 14,988 | (4,052) | | Total Comprehensive Expense for the Period | (13,577) | (21,967) | | Attributable to Owners of the Company | (15,786) | (21,821) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the group's total assets slightly decreased, but a reduction in current liabilities led to an increase in net current assets, while total equity slightly declined Condensed Consolidated Statement of Financial Position Key Data | Indicator | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Non-current Assets | 409,113 | 444,088 | | Current Assets | 1,264,455 | 1,294,508 | | Current Liabilities | 937,859 | 985,685 | | Net Current Assets | 326,596 | 308,823 | | Net Assets | 718,347 | 733,660 | | Total Equity Attributable to Owners of the Company | 641,452 | 657,238 | Notes to the Financial Statements This section details the accounting policies, changes, and specific financial statement items, providing context for the group's financial reporting Basis of Preparation This interim financial information is prepared in accordance with HKAS 34 and the Listing Rules, using a historical cost basis, and should be read in conjunction with the 2024 annual consolidated financial statements - Interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[9] - Interim financial information is prepared on a historical cost basis, except for certain financial instruments and investment properties measured at fair value at the end of each reporting period[9] Changes in Accounting Policies Revisions to Hong Kong Financial Reporting Standards applied for the first time in this interim period had no significant impact on the group's financial position or performance - Revisions to Hong Kong Financial Reporting Standards accounting standards applied during this interim period had no significant impact on the group's financial position and performance and/or disclosures in this interim financial information for the current and prior periods[12] Revenue and Segment Reporting The group's revenue primarily derives from interest and financing advisory services for pawn loans, micro-loans, and lending, with total revenue decreasing by 22.8% year-on-year, and operates as a single reportable segment Interest and Financing Advisory Services Income Composition | Revenue Source | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Loans Receivable from Pawn Loans, Micro-loans, and Lending | 39,534 | 51,110 | | Other Loans Receivable | 61 | 187 | | Total | 39,595 | 51,297 | - The Directors of the Company have determined that the group has only one reportable segment for both periods, primarily engaged in providing financing services[14] Other Income and Other Gains and Losses Other income mainly comprises bank interest and miscellaneous items, while other gains and losses are influenced by fair value changes of financial assets and net exchange losses, resulting in a total loss of HKD 1,579 thousand Other Income and Other Gains and Losses Composition | Item | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Bank Interest Income | 656 | 1,519 | | Other Income | 859 | 399 | | Net Gain/(Loss) from Fair Value Changes of Financial Assets at Fair Value Through Profit or Loss | 2,174 | (143) | | Loss on Disposal of Repossessed Assets | (800) | – | | Loss from Fair Value Changes of Investment Properties | (202) | (200) | | Net Exchange Loss | (4,266) | (1,898) | | Total | (1,579) | (662) | Loss Before Tax The group's loss before tax is primarily impacted by staff costs and depreciation of property, plant, and equipment, with staff costs totaling HKD 17,550 thousand during the reporting period Key Deductions for Loss Before Tax | Item | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Total Staff Costs | 17,550 | 20,788 | | Depreciation of Property, Plant and Equipment - Owned Assets | 660 | 758 | | Depreciation of Property, Plant and Equipment - Right-of-use Assets | 2,292 | 2,563 | Income Tax Expense Income tax expense for the reporting period was HKD 2,296 thousand, primarily comprising PRC enterprise income tax, dividend withholding tax, and deferred tax, showing a decrease from the prior year Income Tax Expense Composition | Item | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Current Tax - PRC Enterprise Income Tax | 2,066 | 4,258 | | Underprovision/(Overprovision) in Prior Periods | 65 | (1,309) | | Dividend Withholding Tax | 770 | 2,491 | | Deferred Tax | (605) | (1,444) | | Total | 2,296 | 3,996 | Loss Per Share Basic loss per share for the six months ended June 30, 2025, increased to HKD 0.15, reflecting a higher loss attributable to owners of the company, with diluted loss per share being the same as basic loss per share - Basic loss per share is calculated based on the loss attributable to owners of the Company of HKD 29,599,000 (six months ended June 30, 2024: HKD 18,323,000) and the weighted average number of ordinary shares in issue, net of shares held under the Company's share award scheme, of 203,529,367 shares[21] - Diluted loss per share is the same as basic loss per share because the exercise price of share options is higher than the average market price of the shares[21] Interim Dividend The Board of Directors has decided not to declare any interim dividend for the current reporting period - No dividends were paid, declared, or proposed for either period, and the Directors have decided not to pay a dividend for the current period[22] Loans Receivable As of June 30, 2025, the group's total loans receivable decreased to HKD 945,427 thousand, with overdue amounts of 90 days or more increasing to HKD 536,607 thousand and credit impairment provisions of HKD 6,167 thousand Loans Receivable Composition and Changes | Item | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Pawn Loan Receivables | 154,131 | 207,917 | | Micro-loan Receivables | 597,190 | 626,076 | | Lending Receivables | 180,293 | 149,455 | | Event-related Loans Receivable | 963,482 | 948,822 | | Other Loans Receivable | 210,572 | 208,605 | | Less: Impairment | (1,160,241) | (1,142,804) | | Total | 945,427 | 998,071 | - As of June 30, 2025, the group's loans receivable balance included overdue debts with a gross carrying amount (net of expected credit losses) of HKD 552,081,000 (December 31, 2024: HKD 558,567,000)[23] - Among the overdue balances, amounts overdue for 90 days or more totaled HKD 536,607,000 (December 31, 2024: HKD 514,468,000)[23] Interest Receivable As of June 30, 2025, total interest receivable decreased to HKD 3,540 thousand, with amounts overdue for 90 days or more at HKD 2,002 thousand and an impairment provision of HKD 247 thousand recognized Interest Receivable Ageing Analysis | Ageing | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 1 month | 1,268 | 2,368 | | 1 to 3 months | 318 | 578 | | 3 to 6 months | 294 | 288 | | Over 6 months | 1,660 | 2,336 | | Total | 3,540 | 5,570 | - As of June 30, 2025, the group's interest receivable balance included overdue debts with a gross carrying amount (net of expected credit losses) of HKD 2,480,000 (December 31, 2024: HKD 3,826,000)[29] - Among the overdue balances, amounts overdue for 90 days or more totaled HKD 2,002,000 (December 31, 2024: HKD 2,693,000)[29] Repossessed Assets During the reporting period, the group sold repossessed assets with a carrying value of HKD 7,601 thousand, recognizing a loss of HKD 800 thousand, while the estimated market value of remaining repossessed assets decreased to HKD 27,500 thousand, leading to an impairment loss of HKD 3,088 thousand - During the six months ended June 30, 2025, certain repossessed assets with a carrying value of HKD 7,601,000 were sold, and a loss on disposal of repossessed assets of HKD 800,000 was recognized[31] - The estimated market value of repossessed assets as of June 30, 2025, was HKD 27,500,000 (December 31, 2024: HKD 42,200,000)[31] - An impairment loss of HKD 3,088,000 was recognized during the six months ended June 30, 2025[31] Borrowings and Loans Payable As of June 30, 2025, total borrowings and loans payable decreased to HKD 614,082 thousand, all due within one year, with event-related loans payable still a significant component, partially offset by interest reversals from settlements Borrowings and Loans Payable Composition | Source | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Borrowings from Independent Third Parties | 55,357 | 52,469 | | Borrowings from Shareholders | 119,860 | 79,672 | | Borrowings from Related Parties | 24,442 | 24,447 | | Loans Payable Arising from the Event | 414,423 | 505,151 | | Total | 614,082 | 661,739 | - During the six months ended June 30, 2025, the group successfully reached final agreements and settlements with certain investors/lenders regarding unauthorized loans related to the "event" with the assistance of Zhongjin Jiasheng, resulting in a reversal of related interest of HKD 1,907,000 to profit or loss[34] - Unauthorized loans and related interest for which no settlement was reached amounted to HKD 109,391,000 and HKD 42,876,000, respectively[34] Management Discussion and Analysis This section provides an overview of the industry, business performance, and future outlook, offering management's perspective on the group's operations and strategic direction Industry Review In the first half of 2025, the economies of mainland China and Hong Kong experienced a moderate recovery, but the real estate market remained under pressure, impacting mortgage demand, while the micro-loan sector saw stable but slightly declining growth amid stricter regulation - In the first half of 2025, mainland China's economy maintained a moderate recovery, with GDP growing by 5.3% year-on-year, largely driven by the service sector[36] - The real estate industry in mainland China generally remained under pressure, with real estate investment continuing to decline year-on-year, and the Hong Kong residential market maintaining caution[37] - The micro-loan industry experienced a slight contraction on a generally stable base, showing a trend of stable but slight decline amidst stricter policy regulation and weaker market demand[37] Business Review In the first half of 2025, the group's new loans totaled approximately HKD 312,859 thousand, with total loan balances reaching HKD 945,427 thousand, demonstrating a balanced business distribution and growth across regions, with Beijing having a higher proportion and Hong Kong showing faster growth - In the first half of 2025, the group's new loans in Beijing, Chengdu, Shenzhen, and Hong Kong totaled approximately HKD 312,859,000[39] - As of the end of June 2025, the group's total loan balances in these regions reached approximately HKD 945,427,000[39] - Business in the Beijing region accounted for a slightly higher proportion than the other three regions, while the Hong Kong region experienced relatively faster growth[39] Future Outlook Facing a complex economic environment, the group will prioritize digital transformation and strategic partnerships, strengthen its market position, and maintain strict risk control to achieve sustainable long-term growth - The group will prioritize advancing digital transformation and strategic cooperation, strengthening its market positioning, while maintaining strict risk control to address economic uncertainties and achieve sustainable long-term growth[41] - The central government of mainland China plans to implement targeted measures to mitigate real estate industry risks and promote sustainable development[40] - The continuous development of the Guangdong-Hong Kong-Macao Greater Bay Area brings significant economic integration and growth opportunities for Hong Kong[40] Business Model This section outlines the group's operational processes, from background checks and credit assessment to post-loan services and collection, along with an overview of its loan portfolio Background Checks Loan applicants are required to provide identity documents, company records, financial statements, collateral information, and credit rating reports for review and assessment - Loan applicants are required to provide various identity documents for review and assessment, including personal ID cards, company constitutional documents, business registration, address proof, salary or financial records, nature of business, type and value of collateral, and credit rating reports[42] Credit Assessment and Loan Approval The credit committee assesses client background, financial capacity, creditworthiness, repayment ability, and collateral quality, with loans exceeding regional limits requiring approval from the Loan Approval Committee or Business Risk Committee, considering company and shareholder interests - Client background and financial capacity, creditworthiness, repayment ability, presence of guarantors, quality, validity, title deeds, and liquidity of collateral are assessed by the credit committee in each operating region[43] - If the applied loan amount exceeds the regional credit committee's approval limit but not RMB 30,000,000, the loan application will be assessed by the group's Loan Approval Committee; if any loan principal exceeds RMB 30,000,000, approval from the Business Risk Committee is required[43] Documentation Execution Compliance procedures are established to adhere to AML, KYC, and lending regulations, with all loan applications requiring approval, documents executed under supervision, and funds disbursed by the finance department - Compliance procedures have been established to ensure adherence to all relevant laws and regulations, such as Anti-Money Laundering (AML), Know Your Customer (KYC) requirements, and any applicable lending regulations[44] - All loan applications must be approved by the relevant approval committee; loan documents, contracts, and agreements will be duly executed under the supervision of responsible personnel who clearly communicate loan terms to borrowers, and the finance department will be responsible for arranging fund disbursement[44] Post-Loan Services The group continuously monitors borrower repayment status, regularly communicates financial conditions, and periodically reviews the market value of pledged collateral - The group will continuously monitor borrowers' repayment status throughout the loan repayment period, regularly communicate with borrowers regarding their latest financial conditions, and periodically review the market value of pledged collateral[44] Collection and Recovery Demand notices and statutory demand letters are issued to borrowers with overdue payments, and legal action may be initiated to recover receivables and repossess collateral if necessary - Formal demand notices and statutory demand letters are issued to borrowers with overdue payments, and legal action may be initiated against borrowers to recover receivables and repossess pledged collateral[44] Loan Portfolio Overview The group offers both secured and unsecured loans, with property mortgage loans constituting approximately 81.6% of the loan portfolio, serving 1,269 active customers as of June 30, 2025, where the top five clients account for 24.20% of the total outstanding loan balance - As of June 30, 2025, the gross carrying amount (net of expected credit losses) of property mortgage loans accounted for approximately 81.6% of the group's entire loan portfolio[45] - For the year ended June 30, 2025, the group had 1,269 active customers, comprising 1,228 individual customers and 41 corporate customers; 523 secured customers and 746 unsecured customers[45] - As of June 30, 2025, the top five customers accounted for 24.20% of the group's total outstanding loan portfolio balance[46] Financial Review This section provides a detailed analysis of the group's financial performance, including revenue, expenses, and key financial indicators for the reporting period Interest and Financing Advisory Services Income During the reporting period, interest and financing advisory services income decreased by 22.8% to HKD 39,595 thousand, primarily due to economic uncertainty, stricter credit controls, and increased cash allocation to debt repayment over new loan issuance - During the reporting period, interest and financing advisory services income was approximately HKD 39,595,000, a decrease of approximately 22.8% compared to approximately HKD 51,297,000 in the same period last year[47] - This decrease was primarily due to (i) reduced income resulting from an uncertain economic environment; (ii) the group conducting its lending business under stricter credit controls; and (iii) using more cash to repay borrowings and loans payable rather than issuing new loans in mainland China and Hong Kong[47] Revenue Contribution Percentage by Operating Region | Region | Six Months Ended June 30, 2025 (%) | Six Months Ended June 30, 2024 (%) | | :--- | :--- | :--- | | Beijing | 25.2 | 31.6 | | Chengdu and Chongqing | 35.4 | 26.1 | | Shenzhen | 10.8 | 12.1 | | Hong Kong | 28.6 | 30.2 | Interest and Fees During the reporting period, interest and fees (financing costs) increased by 10.9% to HKD 23,907 thousand - Interest and fees increased by approximately 10.9% from approximately HKD 21,564,000 in the same period of 2024 to approximately HKD 23,907,000 in the reporting period[49] Other Income and Other Gains and Losses Other income primarily includes bank interest and miscellaneous items, while other gains and losses are mainly affected by fair value changes of financial assets at fair value through profit or loss and net exchange losses - Other income primarily includes bank interest income of approximately HKD 656,000 and other income of approximately HKD 859,000[50] - Other gains and losses primarily include a net gain from fair value changes of financial assets at fair value through profit or loss of approximately HKD 2,174,000 and a net exchange loss of approximately HKD 4,266,000 recognized during the reporting period[50] Reversal of Loans and Interest Payable During the reporting period, the group successfully settled unauthorized loans related to the "event" with investors/lenders, resulting in a one-off other income of approximately HKD 1,907 thousand from the reversal of interest payable - During the reporting period, a one-off other income of approximately HKD 1,907,000 from the reversal of interest payable was recognized[51] - The group, with the assistance of Zhongjin Jiasheng Investment Fund Management (Beijing) Co., Ltd., successfully reached final agreements and settlements with certain investors/lenders regarding unauthorized loans related to the event, and consequently, the related interest payable was reversed to profit or loss during the reporting period[51] General and Administrative Expenses General and administrative expenses decreased by 17.3% to HKD 34,880 thousand during the reporting period, mainly due to management's continuous implementation of strict cost control measures - General and administrative expenses for the reporting period decreased by 17.3% to approximately HKD 34,880,000, primarily comprising staff costs and related expenses, legal and professional fees, consulting fees, depreciation of property, plant and equipment, and general office expenses[52] Loss for the Period The loss for the period attributable to owners of the company was approximately HKD 29,599 thousand, an increase of approximately 61.5% compared to the loss of HKD 18,323 thousand in the first half of 2024 - The loss for the period attributable to owners of the company was approximately HKD 29,599,000, an increase of approximately 61.5% compared to a loss of approximately HKD 18,323,000 in the first half of 2024[53] Liquidity and Financial Resources As of the end of the reporting period, the group maintained prudent cash and financial management policies, with net current assets of approximately HKD 326,596 thousand and equity attributable to owners of the company of approximately HKD 641,452 thousand, while outstanding borrowings and unsecured bonds decreased by 7.1% to HKD 624,081 thousand, all due within one year - As of the end of the reporting period, the group's net current assets and equity attributable to owners of the company were approximately HKD 326,596,000 and approximately HKD 641,452,000, respectively[54] - As of the end of the reporting period, the group's outstanding borrowings and loans payable and unsecured bonds were approximately HKD 624,081,000, a decrease of approximately 7.1% compared to the outstanding borrowings and loans payable and unsecured bonds as of December 31, 2024, all due within one year[54] Capital Management The group's primary objective is to ensure continuous operation, provide returns to shareholders through appropriately priced products and services, and secure financing at reasonable costs, with future operations and capital needs primarily funded by borrowings and equity - The group's primary objective in managing capital is to ensure its ability to continue as a going concern, provide returns to shareholders, and benefit other stakeholders by pricing products and services commensurate with risk levels and obtaining financing at reasonable costs[55] - Based on the group's current and projected operating levels, its future operations and capital requirements will primarily be funded through borrowings and equity[55] Key Financial Ratios | Ratio | As of June 30, 2025 | | :--- | :--- | | Current Ratio | 1.35 | | Gearing Ratio | 0.48 | Employees and Remuneration Policy As of June 30, 2025, the group employed approximately 122 staff in China and Hong Kong, with total staff costs for the reporting period decreasing by 15.6% to approximately HKD 17,550 thousand - As of June 30, 2025, the group employed approximately 122 staff in China and Hong Kong, including 66 female employees[58] - Total staff costs for the reporting period were approximately HKD 17,550,000, a decrease of approximately 15.6% compared to the previous year's figure[58] Pledged Assets and Fair Value Estimation As of June 30, 2025, the group pledged customer properties, secured loans receivable, and repossessed assets with carrying values of approximately HKD 19,150 thousand, HKD 20,050 thousand, and HKD 11,700 thousand respectively, to secure loan financing, while the carrying amounts of financial assets and liabilities are assumed to approximate their fair values - As of June 30, 2025, certain customer properties pledged to two of the company's subsidiaries with a carrying value of approximately HKD 19,150,000 were pledged to secure loan financing granted to the group[59] - As of June 30, 2025, the group had pledged its secured loans receivable with a net carrying value of approximately HKD 20,050,000 and its repossessed assets of approximately HKD 11,700,000 to secure loan financing granted to the group[59] - The carrying amounts of financial assets, net of impairment provisions, and financial liabilities are assumed to approximate their fair values[60] Capital Commitments and Contingent Liabilities As of the end of the reporting period, the group had no significant capital commitments or contingent liabilities - As of the end of the reporting period, the group had no significant capital commitments or contingent liabilities[61] Foreign Exchange Risk The group is primarily exposed to net exchange rate risk between RMB and HKD, but did not engage in any derivative activities or use financial instruments to hedge exchange rate fluctuations during the reporting period - The group is exposed to foreign currency risk arising from HKD against RMB due to HKD being the presentation currency; as the group's assets are primarily located in China, it is exposed to net exchange rate risk of RMB[62] - As of June 30, 2025, the group did not engage in any derivative activities and did not use any financial instruments to hedge its statement of financial position exchange rate fluctuation risk[62] Material Investments Held, Material Acquisitions and Disposals As of the end of the reporting period, the group held no material investments representing 5% or more of total assets, nor were there any material acquisitions or disposals of subsidiaries, associates, and joint ventures during the period - As of the end of the reporting period, the group held no material investments representing 5% or more of its total assets, and there were no material acquisitions or disposals of subsidiaries, associates, and joint ventures during the reporting period[63] Events After the Reporting Period Subsequent to the reporting period, the company implemented a capital reduction to offset accumulated losses and acquired 75% equity interest in KGH Holdings Limited on July 31, 2025, thereby gaining control - Effective July 15, 2025, the company reduced its share capital account by HKD 1,334,829,000 from HKD 2,080,113,000 to HKD 745,284,000, with the credit arising from the capital reduction used to offset accumulated losses[67] - On July 31, 2025, Royal Lion Education Limited, a wholly-owned subsidiary of the company, acquired a 15% equity interest in KGH Holdings Limited for a consideration of GBP 853,000[68] - Following the acquisition and recovery, the group holds a 75% equity interest in KGH, thereby gaining control over KGH, which will be accounted for as a subsidiary of the company[68] Corporate Governance This section addresses the group's adherence to corporate governance principles, including board structure, code provisions, and director conduct Code Provision C.2.1 The company did not comply with Code Provision C.2.1 as Mr. Zhang Min serves as both CEO and Chairman of the Board, though the Board is actively seeking a suitable Chairman and believes the roles are clearly separated - During the reporting period, Mr. Zhang Min, the Chief Executive Officer, also served as the Chairman of the Board; the Board is actively taking steps to identify a suitable Chairman to comply with this code provision[69] - The Board believes that the Chairman's responsibility is to manage the Board, while the Chief Executive Officer's responsibility is to manage the company's business; the respective responsibilities of the Chairman and Chief Executive Officer are clearly defined, thus a written terms of reference is not deemed necessary[69] Code Provision C.1.6 Independent Non-executive Director Mr. Zhang Kun did not attend the Annual General Meeting and Extraordinary General Meeting due to other work commitments, thus not complying with Code Provision C.1.6 - Independent Non-executive Director Mr. Zhang Kun was unable to attend both the Annual General Meeting and the Extraordinary General Meeting, both held on June 3, 2025, due to his other work commitments[70] Standard Code for Securities Transactions by Directors The company has adopted a code of conduct for directors' securities transactions no less stringent than Appendix C3 of the Listing Rules, and directors have confirmed compliance during the reporting period, with no non-compliance found in employee guidelines - The company has adopted its own code of conduct for directors' dealings in the company's securities, the terms of which are no less stringent than the Standard Code set out in Appendix C3 of the Listing Rules[71] - The company has made specific enquiries to all Directors, and the Directors have confirmed that they have complied with the company's code of conduct throughout the reporting period[71] Audit Committee and Publication of Interim Results The Audit Committee has reviewed the interim results for the six months ended June 30, 2025, confirming compliance with relevant financial reporting standards, Listing Rules, and Hong Kong laws, and the independent auditor has reviewed the interim financial information in accordance with HKSRE 2410 - The company's Audit Committee, comprising five independent non-executive directors, has reviewed the interim results for the six months ended June 30, 2025[74] - The Audit Committee is of the opinion that the unaudited condensed consolidated interim financial information for the reporting period complies with the relevant financial reporting standards, the requirements of the Listing Rules, and Hong Kong laws, and that appropriate disclosures have been made by the company[74] - The company's independent auditor, BDO Limited, has reviewed the unaudited interim financial information for the reporting period in accordance with Hong Kong Standard on Review Engagements 2410 issued by the Hong Kong Institute of Certified Public Accountants[74] Board of Directors As of the date of this announcement, the company's Board of Directors comprises one executive director (also the CEO) and five independent non-executive directors - As of the date of this announcement, the company's Directors include Mr. Zhang Min (Chief Executive Officer) as an executive director, and five independent non-executive directors: Mr. Chan Chun Keung, Mr. Cheung Pak To, Mr. Li Ka Wai, Ms. Zhan Lili, and Mr. Zhang Kun[78]