立基工程控股(01690) - 2025 - 中期业绩

Interim Results Announcement Overview Company Information and Announcement Lap Kei Engineering (Holdings) Limited (Stock Code: 1690) announced its unaudited condensed consolidated interim results for the six months ended June 30, 2025, reviewed by the audit committee - Company Name: Lap Kei Engineering (Holdings) Limited[2] - Stock Code: 1690[2] - Announcement Content: Unaudited condensed consolidated interim results for the six months ended June 30, 2025[3][4] - Review Status: Interim results were not reviewed or audited by independent auditors, but were reviewed by the Board's audit committee[4] Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, revenue increased by 17% to HK$134.5 million, but profit for the period significantly decreased by 68.4% to HK$0.4 million due to lower other income and higher administrative expenses, with basic EPS falling to 0.03 HK cents Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 134,461 | 114,916 | +17.0% | | Cost of Revenue | (125,638) | (106,570) | +17.9% | | Gross Profit | 8,823 | 8,346 | +5.7% | | Other Income | 1,425 | 2,911 | -51.0% | | Administrative Expenses | (9,833) | (9,686) | +1.5% | | Profit Before Income Tax | 415 | 1,571 | -73.6% | | Income Tax Expense | – | (259) | -100.0% | | Total Profit and Comprehensive Income for the Period | 415 | 1,312 | -68.4% | | Basic EPS (HK cents) | 0.03 | 0.09 | -66.7% | - Revenue growth primarily due to increased project contract amounts undertaken during the period[37] - Profit for the period decreased mainly due to the net effect of increased gross profit, decreased other income, and increased administrative expenses[41] Condensed Consolidated Statement of Financial Position As of June 30, 2025, total assets and liabilities decreased, with net current assets and total equity also reducing, while the current ratio slightly improved from 1.7 times to 1.8 times Key Data from Condensed Consolidated Statement of Financial Position | Metric | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Non-current Assets | 11,333 | 12,568 | (1,235) | | Current Assets | 279,040 | 346,510 | (67,470) | | Current Liabilities | 154,392 | 207,931 | (53,539) | | Net Current Assets | 124,648 | 138,579 | (13,931) | | Total Assets Less Current Liabilities | 135,981 | 151,147 | (15,166) | | Non-current Liabilities | 974 | 974 | 0 | | Net Assets/Total Equity | 135,007 | 150,173 | (15,166) | | Bank Balances | 62,328 | 58,721 | +3,607 | - Trade and other receivables decreased from HK$152,642 thousand to HK$109,216 thousand, and contract assets decreased from HK$129,863 thousand to HK$102,132 thousand[7] - Trade and other payables decreased from HK$204,769 thousand to HK$153,768 thousand[7] - Current ratio increased from approximately 1.7 times as of December 31, 2024, to approximately 1.8 times as of June 30, 2025[43] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity decreased from HK$150.2 million at the beginning of the period to HK$135.0 million, primarily due to dividend payments and share repurchases and cancellations Key Data from Condensed Consolidated Statement of Changes in Equity | Metric | As of June 30, 2025 (HK$ thousand) | As of June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Total at Beginning of Period | 150,173 | 152,464 | | Total Profit and Comprehensive Income for the Period | 415 | 1,312 | | Shares Repurchased and Cancelled | (1,076) | (848) | | Dividends Recognized as Distribution | (14,505) | – | | Total at End of Period | 135,007 | 152,928 | - The company repurchased and cancelled shares worth HK$1,076 thousand during the period[8] - A final dividend of HK$14,505 thousand for the year ended December 31, 2024, was paid[8][22] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities increased, but net cash outflow from financing activities led to a significant decrease in net increase in cash and cash equivalents Key Data from Condensed Consolidated Statement of Cash Flows | Metric | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net Cash from Operating Activities | 18,502 | 14,507 | | Net Cash from Investing Activities | 687 | 877 | | Net Cash (Used in)/Generated from Financing Activities | (15,582) | 19,152 | | Net Increase in Cash and Cash Equivalents | 3,607 | 34,536 | | Cash and Cash Equivalents at Beginning of Period | 58,721 | 45,756 | | Cash and Cash Equivalents at End of Period | 62,328 | 80,292 | - Financing activities shifted from a net inflow in the prior period to a net outflow, primarily due to dividend payments and share repurchases[8][10][22][64] Notes to the Unaudited Condensed Consolidated Financial Statements 1. General Information The company, incorporated in the Cayman Islands and listed on the Stock Exchange, primarily provides engineering and maintenance services for building services engineering systems in Hong Kong, with Golden Luck Limited as its direct and ultimate holding company - The Company was incorporated in the Cayman Islands on April 29, 2015[11] - Its principal business is providing various engineering services, as well as maintenance and repair services for building services engineering systems[11] - Its direct and ultimate holding company is Golden Luck Limited[11] 2. Basis of Preparation Interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules, adopting the historical cost convention, and have been reviewed by the audit committee, with new and revised HKFRSs having no material impact on financial position - Interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules[13] - Interim financial statements are unaudited but have been reviewed by the Audit Committee[13] - The adoption of new and revised HKFRSs had no material impact on the Group's operating results or financial position[14] 3. Revenue and Segment Information The Group's revenue primarily derives from building services engineering and maintenance, repair and other services, with building services engineering revenue significantly increasing while maintenance, repair and other services revenue slightly decreased for the six months ended June 30, 2025 - Revenue refers to the consideration the Group expects to be entitled to in exchange for providing building services engineering and maintenance, repair and other services[15] Revenue by Business Segment | Business Segment | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Building Services Engineering | 129,211 | 108,920 | +18.6% | | Maintenance, Repair and Other Services | 5,250 | 5,996 | -12.5% | | Total | 134,461 | 114,916 | +17.0% | Results by Business Segment | Business Segment | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Building Services Engineering Segment Results | 7,597 | 7,577 | | Maintenance, Repair and Other Services Segment Results | 1,226 | 769 | | Total Segment Results (Gross Profit) | 8,823 | 8,346 | 4. Profit Before Income Tax For the six months ended June 30, 2025, profit before income tax was HK$415 thousand, a significant decrease from the prior period, primarily due to the impact of changes in directors' remuneration, staff costs, and other income Composition of Profit Before Income Tax | Item | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Directors' Remuneration | 2,973 | 6,519 | | Other Staff Costs | 21,885 | 24,060 | | Total Staff Costs | 24,858 | 30,579 | | Auditor's Remuneration | 523 | 498 | | Depreciation of Property, Plant and Equipment | 1,415 | 1,271 | | Bank Interest Income | (1,047) | (831) | | Reversal of Impairment Loss on Trade Receivables | (375) | (469) | | Reversal of Impairment Loss on Contract Assets | (168) | (1,602) | - Directors' remuneration significantly decreased from HK$6,519 thousand to HK$2,973 thousand[19] - Total staff costs decreased from HK$30,579 thousand to HK$24,858 thousand[19] 5. Income Tax Expense For the six months ended June 30, 2025, the company had no income tax expense, compared to HK$259 thousand in the prior period, primarily because Hong Kong subsidiaries had no assessable profit or had estimated tax losses available for offset Income Tax Expense | Item | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong Profits Tax | – | 259 | - Hong Kong profits tax is calculated at 16.5%, with no provision made for the current period[21] 6. Dividends The Board resolved not to declare an interim dividend for the six months ended June 30, 2025, while a final dividend of HK$14,505 thousand for FY2024 was paid during the period - No interim dividend was declared for the six months ended June 30, 2025[22] - A final dividend of HK$14,505 thousand (HK$0.01 per share) was paid for the year ended December 31, 2024[22] 7. Earnings Per Share For the six months ended June 30, 2025, basic earnings per share was 0.03 HK cents, a significant decrease from 0.09 HK cents in the prior period, primarily due to lower profit for the period Basic Earnings Per Share Calculation | Metric | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :--- | :--- | :--- | | Profit for Basic EPS Calculation (HK$ thousand) | 415 | 1,312 | | Weighted Average Ordinary Shares for Basic EPS Calculation (shares) | 1,460,468 | 1,511,810 | | Basic EPS (HK cents) | 0.03 | 0.09 | - The Group had no outstanding potential dilutive ordinary shares[24] 8. Movements in Property, Plant and Equipment For the six months ended June 30, 2025, the company acquired HK$748 thousand in property, plant and equipment, with no additions in the prior period Additions to Property, Plant and Equipment | Item | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Additions | 748 | 0 | 9. Movements in Intangible Assets For the six months ended June 30, 2025, amortization of intangible assets was HK$30 thousand, consistent with the prior period Amortization of Intangible Assets | Item | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Amortization | 30 | 30 | 10. Trade and Other Receivables As of June 30, 2025, total trade and other receivables were HK$109,216 thousand, a significant decrease from HK$152,642 thousand at the end of 2024, primarily due to a decrease in net trade receivables Trade and Other Receivables | Item | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade Receivables, Net | 45,681 | 82,931 | | Deposits Paid | 62,985 | 63,794 | | Other Receivables and Prepayments | 550 | 5,917 | | Total | 109,216 | 152,642 | Trade Receivables Ageing Analysis (Net of Credit Loss Provision) | Ageing | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 9,255 | 42,162 | | 31 to 60 days | 19,311 | 28,402 | | 61 to 90 days | 3,538 | 7,435 | | Over 90 days | 13,577 | 4,932 | | Total | 45,681 | 82,931 | - The Group grants credit terms of 0 to 45 days to customers for trade receivables[27] 11. Trade and Other Payables As of June 30, 2025, total trade and other payables were HK$153,768 thousand, a decrease from HK$204,769 thousand at the end of 2024, primarily due to lower trade payables and accrued subcontracting and material costs Trade and Other Payables | Item | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade Payables | 57,900 | 71,874 | | Retention Payables | 12,564 | 11,752 | | Accrued Subcontracting and Material Costs | 74,214 | 104,415 | | Accrued Staff Costs, Other Payables and Accruals | 9,090 | 16,728 | | Total | 153,768 | 204,769 | Trade Payables Ageing Analysis | Ageing | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 15,469 | 46,814 | | 31 to 60 days | 13,251 | 5,798 | | 61 to 90 days | 4,783 | 485 | | Over 90 days | 24,397 | 18,777 | | Total | 57,900 | 71,874 | - Credit terms for trade payables range from 30 to 60 days[29] 12. Share Capital As of June 30, 2025, the company's issued share capital was HK$14,505 thousand, and the total number of shares in issue decreased due to the repurchase and cancellation of 14,110,000 ordinary shares Share Capital Movements | Item | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Issued and Fully Paid Share Capital | 14,505 | 14,646 | | Number of Shares in Issue (shares) | 1,450,490,000 | 1,464,600,000 | | Less: Shares Repurchased and Cancelled (shares) | (14,110,000) | – | - The company repurchased and cancelled 14,110,000 ordinary shares during the period[31][49] 13. Related Party Disclosures The Group had rental transactions with related parties LKW Company Limited, Mr. Wong and Ms. So, and key management personnel remuneration decreased from the prior period Related Party Transactions | Related Party | Nature of Transaction | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | | LKW Company Limited | Rent Paid/Payable | 265 | 265 | | Mr. Wong and Ms. So | Rent Paid/Payable | 548 | 548 | Key Management Personnel Remuneration | Item | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Salaries and Other Allowances | 2,712 | 6,258 | | Retirement Benefit Scheme Contributions | 27 | 27 | | Total | 2,739 | 6,285 | - LKW Company Limited is wholly owned by Mr. Wong and Ms. So[32] Management Discussion and Analysis & Corporate Governance Business Review and Outlook The Group primarily provides building services engineering and maintenance, repair services in Hong Kong, and facing market challenges, the company plans to enhance competitiveness by undertaking more large-scale projects, expanding service scope, and strengthening its engineering department - The Group's principal business is providing various engineering services for building services engineering systems in Hong Kong[35] - Business is divided into building services engineering projects (including mechanical ventilation and air-conditioning systems, electrical systems, plumbing and drainage systems, fire services systems) and maintenance, repair and other services[35] - Key business strategies include: (i) undertaking more large-scale projects; (ii) expanding service scope; and (iii) strengthening the engineering department[36] Financial Review Revenue increased by 17% year-on-year this period, but gross profit margin slightly decreased, administrative expenses remained stable, and profit for the period significantly decreased due to lower other income and increased administrative expenses Revenue Revenue increased from HK$114.9 million in the prior period by 17% to HK$134.5 million in the current period, primarily due to an increase in contract amounts for projects undertaken Revenue Comparison | Metric | For the six months ended June 30, 2025 (HK$ million) | For the six months ended June 30, 2024 (HK$ million) | Increase (%) | | :--- | :--- | :--- | :--- | | Revenue | 134.5 | 114.9 | 17.0% | - The increase in revenue was primarily due to the higher contract amounts of projects undertaken by the Group during the period compared to the prior period[37] Cost of Revenue Cost of revenue increased by 18% year-on-year to HK$125.6 million, consistent with the revenue growth rate Cost of Revenue Comparison | Metric | For the six months ended June 30, 2025 (HK$ million) | For the six months ended June 30, 2024 (HK$ million) | Increase (%) | | :--- | :--- | :--- | :--- | | Cost of Revenue | 125.6 | 106.6 | 18.0% | - The increase in cost of revenue was proportionate to the increase in revenue during the period[38] Gross Profit Gross profit increased by 6.0% year-on-year to HK$8.8 million, but overall gross profit margin slightly decreased from 7.3% to 6.6% Gross Profit and Gross Margin Comparison | Metric | For the six months ended June 30, 2025 (HK$ million) | For the six months ended June 30, 2024 (HK$ million) | Increase (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 8.8 | 8.3 | 6.0% | | Gross Margin | 6.6% | 7.3% | -0.7pp | - The increase in gross profit was due to the Group undertaking more projects compared to the prior period[39] Administrative Expenses Administrative expenses slightly increased by 1% to HK$9.8 million, primarily due to increased administrative staff salaries and other administrative expenses Administrative Expenses Comparison | Metric | For the six months ended June 30, 2025 (HK$ million) | For the six months ended June 30, 2024 (HK$ million) | Increase (%) | | :--- | :--- | :--- | :--- | | Administrative Expenses | 9.8 | 9.7 | 1.0% | - The slight increase in administrative expenses was due to higher administrative staff salaries and other administrative expenses during the period[40] Total Profit and Comprehensive Income Total profit and comprehensive income for the period significantly decreased by 68.4% to HK$0.4 million, primarily due to the net effect of increased gross profit, decreased other income, and increased administrative expenses Total Profit and Comprehensive Income Comparison | Metric | For the six months ended June 30, 2025 (HK$ million) | For the six months ended June 30, 2024 (HK$ million) | Decrease (%) | | :--- | :--- | :--- | :--- | | Total Profit and Comprehensive Income for the Period | 0.4 | 1.3 | 68.4% | - The decrease in profit was primarily due to the net effect of increased gross profit, decreased other income, and increased administrative expenses[41] Liquidity and Financial Resources As of June 30, 2025, the Group's total assets and liabilities both decreased, cash and bank balances slightly increased, the current ratio improved to 1.8 times, the company obtained HK$54.5 million in performance bonds, and has HK$79.2 million in unutilized facilities Liquidity and Financial Resources Overview | Metric | As of June 30, 2025 (HK$ million) | As of December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Total Assets | 290.4 | 359.1 | | Total Liabilities | 155.4 | 208.9 | | Shareholders' Equity | 135.0 | 150.2 | | Cash and Bank Balances | 62.3 | 58.7 | | Current Ratio | 1.8 times | 1.7 times | | Debt-to-Equity Ratio | Zero | Zero | | Performance Bond Amount | 54.5 | 37.5 | | Unutilized Facilities | 79.2 | 46.2 | - Performance bonds are secured by leasehold land and buildings and pledged bank deposits[43] Treasury Policy The Group adopts a prudent financial management strategy, aiming to preserve asset value and maintain a robust liquidity position, continuously assessing customer creditworthiness to mitigate credit risk, and closely monitoring liquidity to meet funding needs - The Group adopts a prudent financial management strategy aimed at preserving asset value[45] - maintaining a robust liquidity position during the period[45] - continuously assessing customer creditworthiness and financial standing to mitigate credit risk[45] - The Board closely monitors the Group's liquidity position to ensure funding needs are met[45] Pledge of Assets As of June 30, 2025, the Group pledged approximately HK$5.4 million in bank deposits and HK$4.7 million in leasehold land and buildings as collateral for bank facilities, with unutilized facilities increasing to HK$79.2 million Pledge of Assets | Pledged Assets | As of June 30, 2025 (HK$ million) | As of December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Bank Deposits | 5.4 | 5.3 | | Leasehold Land and Buildings | 4.7 | 4.9 | | Unutilized Facilities | 79.2 | 46.2 | - Pledged assets serve as collateral for obtaining bank facilities[46] Foreign Exchange Risk All of the Group's businesses are transacted in HKD, not exposed to significant foreign exchange fluctuation risks, nor does it maintain a hedging policy or engage in foreign currency hedging - All of the Group's revenue-generating businesses are transacted in HKD[48] - During the period, there was no significant foreign exchange fluctuation risk[48] - The Group does not maintain a hedging policy nor does it engage in any hedging against foreign currency risks[48] Share Capital Structure As of June 30, 2025, the company's issued share capital was HK$14,504,900, with 1,450,490,000 shares in issue, and during the period, the company repurchased and cancelled 14,110,000 ordinary shares Share Capital Structure Overview | Metric | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Issued Share Capital (HK$) | 14,504,900 | 14,646,000 | | Number of Shares in Issue (shares) | 1,450,490,000 | 1,464,600,000 | | Par Value Per Share | HK$0.01 | HK$0.01 | - The Group repurchased a total of 14,110,000 of its own ordinary shares during the period, all of which were cancelled[49] Capital Commitments As of June 30, 2025, the Group had no material capital commitments - The Group had no material capital commitments for property, plant and equipment or investment properties[50] Future Plans for Material Investments and Capital Assets As of June 30, 2025, the Group had no other material investment or capital asset plans - The Group had no other material investment or capital asset plans as of June 30, 2025[51] Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures During the relevant period, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures - During the period, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures[52] Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - The Group had no material contingent liabilities[53] Employees and Remuneration Policy As of June 30, 2025, the Group's total number of employees was 112, with staff costs of HK$24.9 million; the company provides attractive benefits, including retirement and medical benefits, and regularly reviews remuneration based on performance Employees and Remuneration Overview | Metric | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Total Employees | 112 | 113 | | Staff Costs (HK$ million) | 24.9 | 30.6 | - The Group promotes employees based on their qualifications, performance, and potential for development in their roles[54] - It provides attractive benefits, including retirement benefits, medical benefits, and sponsored training courses[54] - Contributions are made for employees under the Hong Kong Mandatory Provident Fund Schemes Ordinance[54] Material Investments Held The Group held no material investments for the six months ended June 30, 2025 - The Group held no material investments for the six months ended June 30, 2025[56] Disclosure of Interests This section discloses the interests and short positions of directors, chief executives, and major shareholders in the company's shares, with Mr. Wong, Ms. So, and their associates holding a majority of the company's shares A. Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares or Debentures As of June 30, 2025, Mr. Wong held a total of 72.1% of the company's shares through interests in controlled corporations, beneficial ownership, and spouse's interests, while Ms. So held a total of 72.08% of the shares through spouse's interests and beneficial ownership Directors' Long Positions in Shares | Director Name | Capacity/Nature of Interest | Number of Shares Held/Interested | Percentage Shareholding | | :--- | :--- | :--- | :--- | | Mr. Wong | Interest in Controlled Corporation | 653,000,000 | 45.02% | | | Beneficial Owner | 384,490,000 | 26.51% | | | Interest of Spouse | 8,000,000 | 0.55% | | Ms. So | Interest of Spouse | 1,037,490,000 | 71.53% | | | Beneficial Owner | 8,000,000 | 0.55% | | Mr. Tang Shun Man | Beneficial Owner | 160,000 | 0.01% | | Mr. Lau Kwok Lok | Beneficial Owner | 300,000 | 0.02% | - Mr. Wong beneficially owns 99% of the issued share capital of Golden Luck and is deemed to be interested in the shares held by Golden Luck[58] - Mr. Wong and Ms. So are spouses and are deemed under the Securities and Futures Ordinance to be interested in the shares held by each other[58] B. Major Shareholders' and Other Persons' Interests and Short Positions in Shares, Underlying Shares or Debentures As of June 30, 2025, Golden Luck, as a major shareholder, held 653,000,000 shares, representing 45.02% of the issued share capital Major Shareholders' Long Positions in Shares | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held/Interested | Long/Short Position | Percentage Shareholding | | :--- | :--- | :--- | :--- | :--- | | Golden Luck | Beneficial Owner | 653,000,000 | Long Position | 45.02% | Competing Interests During the relevant period, no director, controlling shareholder, or their respective close associates had any business or interest that competes or may compete with the Group's business - No director, controlling shareholder, or their respective close associates had any business or interest that competes or may compete with the Group's business[62] Directors' Material Interests in Contracts Save as disclosed in this report, no director had any material interest in any contract of significance to the Group's business to which the company or any of its subsidiaries was a party during the relevant period - During the period, no director had any material interest in any contract of significance to the Group's business to which the company or any of its subsidiaries was a party[63] Purchase, Sale or Redemption of the Company's Listed Securities The company repurchased a total of 14,110,000 ordinary shares on the Stock Exchange for a total consideration of approximately HK$1,058,250 during the period, and all were cancelled, with the Board believing the share repurchase will create value for shareholders Details of Share Repurchases | Month of Repurchase | Number of Ordinary Shares Repurchased | Price Paid Per Share (highest/lowest HK$) | Total Consideration Paid (before transaction costs HK$) | | :--- | :--- | :--- | :--- | | March 2025 | 1,880,000 | 0.075 / 0.075 | 141,000 | | April 2025 | 12,230,000 | 0.075 / 0.075 | 917,250 | | Total | 14,110,000 | | 1,058,250 | - Repurchased shares were fully cancelled in May 2025, leading to a reduction in the total number of issued shares[64][65] - The Board believes the share repurchase demonstrates the company's confidence in its business outlook and prospects, and creates value for shareholders[65] Corporate Governance Code The company complies with the Corporate Governance Code, but the roles of Chairman and Chief Executive Officer are combined by Mr. Wong, deviating from Code Provision C.2.1; the Board believes this structure enhances efficiency in strategy formulation and will review it when necessary - The company has complied with the applicable code provisions of the Corporate Governance Code, except for Code Provision C.2.1[66] - Mr. Wong has served as both Chairman and Chief Executive Officer, deviating from the requirement that these roles should be separate[66] - The Board believes this structure enhances efficiency in formulating and implementing company strategies, benefiting the Group and shareholders as a whole[66] Code of Conduct Regarding Securities Transactions by Directors The Group has adopted a code of conduct for securities transactions by directors, no less exacting than the Model Code under the Listing Rules, and all directors confirmed compliance with the code during the period - The Group has adopted a code of conduct for securities transactions by directors, with terms no less exacting than the Model Code set out in Appendix C3 of the Listing Rules[67] - All directors confirmed their compliance with the required standards set out in the code of conduct during the period[67] Dividends The Board resolved not to declare any interim dividend for the period - The Board resolved not to declare any interim dividend for the period[68] Share Option Scheme The company adopted a share option scheme on September 10, 2015, and as of the report date, no share options were granted, exercised, cancelled, or lapsed - The company conditionally adopted a share option scheme on September 10, 2015[69] - As of the report date, no share options were granted, exercised, cancelled, or lapsed[69] - No share options remained outstanding as of June 30, 2025[69] Events After Reporting Period No significant events requiring disclosure occurred after the reporting period and up to the date of this report - No significant events requiring disclosure occurred after the reporting period and up to the date of this report[70] Audit Committee The company's audit committee, established in 2015, is responsible for reviewing financial reporting, internal controls, and risk management, and has reviewed the unaudited condensed consolidated financial statements for the period - The Audit Committee was established on September 10, 2015, with terms of reference formulated in accordance with the Corporate Governance Code[71] - Its primary responsibilities include reviewing and monitoring the Group's financial reporting process, internal control and risk management systems, nominating and monitoring external auditors, and overseeing the company's continuing connected transactions[71] - The Audit Committee comprises three independent non-executive directors, with Mr. Tam Chun Chung as Chairman[71] - It has reviewed the Group's unaudited condensed consolidated financial statements for the period[71] By Order of the Board This announcement was published by Mr. Wong King Kwong, Chairman and Executive Director, on August 28, 2025, and lists the Board members as of the report date - Announcement Date: August 28, 2025[72] - Executive Directors: Mr. Wong King Kwong, Ms. So Nui Ho, and Mr. Tang Shun Man[72] - Independent Non-executive Directors: Mr. Chung Yuk Ming, Mr. Lau Kwok Lok, and Mr. Tam Chun Chung[72]