中国集成控股(01027) - 2025 - 中期业绩

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME This statement provides a concise overview of the Group's financial performance, showing a narrowed loss despite a revenue decrease for the six months ended June 30, 2025 Profit and Loss Overview For the six months ended June 30, 2025, the Group's revenue decreased by 7.5% year-on-year, turning from profit to loss, but significantly narrowing the loss compared to the same period last year, with basic and diluted loss per share at RMB 0.85 cents | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 173,416 | 186,910 | -7.5% | | Cost of Sales | (157,497) | (168,464) | -6.5% | | Gross Profit | 15,919 | 18,446 | -13.7% | | Other Income and Net Other Gains/(Losses) | 9,371 | (1,368) | N/A | | Selling and Distribution Expenses | (8,304) | (7,851) | +5.8% | | Administrative Expenses | (18,220) | (19,318) | -5.7% | | Finance Costs | (1,735) | (1,886) | -8.0% | | Loss Before Tax | (2,969) | (11,977) | -75.2% | | Income Tax Expense | (519) | (8) | N/A | | Loss for the Period | (3,488) | (11,985) | -70.9% | | Basic and Diluted Loss Per Share (RMB cents) | (0.85) | (2.91) | -70.8% | - Loss for the period significantly narrowed by 70.9%, primarily due to a substantial increase in other income and net gains, along with controlled cost of sales and administrative expenses[8] CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION This statement presents the Group's financial position as of June 30, 2025, highlighting changes in assets, liabilities, and equity Financial Position Overview As of June 30, 2025, the Group's total assets slightly increased, while net current assets and total equity slightly decreased. Bank balances and cash significantly increased, while inventories and trade receivables decreased | Indicator | As of June 30, 2025 (RMB thousands) | As of Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | | | | | Property, Plant and Equipment | 44,329 | 46,003 | -3.6% | | Right-of-Use Assets | 11,782 | 12,050 | -2.2% | | Current Assets | | | | | Inventories | 111,830 | 135,648 | -17.5% | | Financial Assets at FVTPL | 12,268 | 6,427 | +90.9% | | Trade Receivables | 102,053 | 114,156 | -10.6% | | Prepayments and Other Receivables | 58,328 | 47,907 | +21.7% | | Loan Receivables | 10,101 | 10,398 | -2.9% | | Pledged Time Deposits | 23,030 | 22,843 | +0.8% | | Bank Balances and Cash | 38,644 | 4,145 | +832.3% | | Current Liabilities | | | | | Trade and Bills Payables | 58,414 | 51,398 | +13.6% | | Accruals, Other Payables and Contract Liabilities | 8,329 | 12,595 | -33.9% | | Bank Borrowings | 96,120 | 81,470 | +17.9% | | Tax Payables | 2,102 | 2,665 | -21.2% | | Net Value | | | | | Net Current Assets | 191,289 | 193,396 | -1.1% | | Net Assets | 247,400 | 251,449 | -1.6% | | Total Equity | 247,400 | 251,449 | -1.6% | - Bank balances and cash significantly increased by 832.3%, indicating improved cash flow, but short-term bank borrowings also increased by 17.9%[11] CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY This statement details the changes in the Group's total equity attributable to owners, primarily influenced by period loss and exchange reserve movements Equity Changes Overview For the six months ended June 30, 2025, total equity attributable to owners of the Company slightly decreased, primarily due to the loss for the period and negative movements in exchange reserves, partially offset by capital contributions from shareholders | Indicator | As of June 30, 2025 (RMB thousands) | As of Jan 1, 2024 (RMB thousands) | Change (2025 vs 2024) | | :--- | :--- | :--- | :--- | | Share Capital | 10,818 | 10,818 | 0 | | Share Premium | 177,394 | 177,394 | 0 | | Exchange Reserve | 5,950 | 5,772 | +178 | | Statutory Reserve | 22,884 | 22,884 | 0 | | Share Option Reserve | 5,947 | 5,960 | -13 | | Other Reserves | 1,241 | 1,008 | +233 | | Merger Reserve | 81,521 | 81,521 | 0 | | Retained Profits | (58,355) | (65,759) | +7,404 | | Total Equity | 247,400 | 239,598 | +7,802 | - Loss for the period was RMB 3,488 thousands, leading to a decrease in retained profits. Exchange reserve decreased by RMB 582 thousands due to exchange differences on translation of financial statements[13] - Shareholders' capital contribution of RMB 21 thousands had a positive impact on total equity[13] CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS This statement outlines the Group's cash flow activities, showing a positive shift in operating cash flow and a net increase in cash and cash equivalents Cash Flow Overview For the six months ended June 30, 2025, the Group's operating cash flow turned from negative to positive, and financing cash flow maintained a net inflow, leading to a net increase in cash and cash equivalents | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change (2025 vs 2024) | | :--- | :--- | :--- | :--- | | Net Cash From/(Used In) Operating Activities | 19,496 | (28,531) | N/A (Turned from negative to positive) | | Net Cash From/(Used In) Investing Activities | (519) | 5,026 | N/A (Turned from positive to negative) | | Net Cash From Financing Activities | 15,555 | 21,306 | -27.0% | | Net Increase/(Decrease) in Cash and Cash Equivalents | 34,532 | (2,199) | N/A (Turned from negative to positive) | | Bank Balances and Cash as of June 30 | 38,644 | 11,020 | +250.7% | - Net cash from operating activities significantly improved, turning from a net outflow of RMB 28,531 thousands in H1 2024 to a net inflow of RMB 19,496 thousands in H1 2025[17] - Net cash from investing activities turned from a net inflow to a net outflow, primarily reflecting adjustments in investment activities[17] NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS These notes provide detailed explanations and disclosures for the condensed consolidated financial statements, covering accounting policies, segment information, and financial instruments 1. GENERAL INFORMATION OF THE GROUP The Group primarily manufactures and sells umbrellas, is registered in the Cayman Islands, and its shares are listed on the Main Board of the Hong Kong Stock Exchange. Both the functional and presentation currencies are RMB - The Company was incorporated in the Cayman Islands on June 12, 2014, and listed on the Main Board of the Hong Kong Stock Exchange on February 13, 2015[18][21][23][24] - Principal subsidiaries are engaged in the manufacturing and sale of umbrellas, while the Company is an investment holding company[18][21] - The condensed consolidated financial statements are presented in RMB, which is also the functional currency of the Company and its PRC subsidiaries[18][21] 2.1 BASIS OF PREPARATION The condensed consolidated financial statements are prepared in accordance with HKAS 34 'Interim Financial Reporting' and Appendix D2 of the Listing Rules, using a historical cost basis consistent with the 2024 annual consolidated financial statements - The financial statements are prepared in accordance with HKAS 34 'Interim Financial Reporting' and Appendix D2 of the Listing Rules[19][22] - The historical cost basis is adopted, and the accounting policies and methods of computation are consistent with those used in the annual consolidated financial statements for the year ended December 31, 2024[20][22] 2.2 PRINCIPAL ACCOUNTING POLICIES New amendments to Hong Kong Financial Reporting Standards were first applied in the current period, but they had no significant impact on the Group's financial performance or position - The Group first applied HKAS 21 (Amendment) – Lack of Exchangeability[26][27] - The application of the new amendments had no significant impact on the financial performance and position for the current and prior periods[26][27] 3. REVENUE Revenue for the period, primarily from the sale of goods, decreased by 7.5% year-on-year, reflecting changes in market demand | Revenue Source | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Sale of Goods | 173,416 | 186,910 | -7.5% | - The decrease in revenue was primarily due to reduced demand for umbrella components compared to the same period last year[81][86] 4. SEGMENT INFORMATION The Group operates a single segment: the manufacturing and sale of umbrellas. Revenue is segmented by product category and geographical location, with significant growth in the Japanese market and declines in the Chinese and Cambodian markets - The Group operates a single segment: manufacturing and sale of umbrellas[30][31] PRODUCT INFORMATION The Group's main products are POE umbrellas, nylon umbrellas, and umbrella components. Sales of umbrella components significantly decreased this period, while sales of POE and nylon umbrellas increased | Product Category | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | POE Umbrellas | 37,026 | 28,662 | +29.2% | | Nylon Umbrellas | 87,568 | 82,340 | +6.3% | | Umbrella Components | 48,822 | 75,908 | -35.7% | | Total Revenue | 173,416 | 186,910 | -7.2% | - Sales of umbrella components significantly decreased by 35.7%, which was the main reason for the decline in total revenue[33] GEOGRAPHICAL INFORMATION The Group's customers are primarily located in Japan, Cambodia, and China. Revenue from the Japanese market significantly increased, while revenue from the Chinese and Cambodian markets decreased | Geographical Location | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Japan | 76,587 | 59,827 | +28.0% | | China | 46,656 | 55,074 | -15.3% | | Cambodia | 41,151 | 59,070 | -30.3% | | Others | 9,022 | 12,939 | -30.3% | | Total Revenue | 173,416 | 186,910 | -7.2% | - Revenue from the Japanese market increased by 28.0%, becoming the Group's largest source of income[36] - Revenue from both the Chinese and Cambodian markets experienced double-digit declines[36] INFORMATION ABOUT MAJOR CUSTOMERS The Group has two major customers, each accounting for 10% or more of total revenue, with one showing growth and the other a slight decline | Customer | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Customer A | 29,691 | 28,099 | +5.7% | | Customer B | 34,574 | 36,310 | -4.8% | 5. INCOME TAX EXPENSE Income tax expense significantly increased this period, primarily from China corporate income tax at a rate of 25%. Subsidiaries in the Cayman Islands, British Virgin Islands, and Hong Kong are not subject to income tax | Tax Category | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | PRC Corporate Income Tax | 519 | 8 | N/A (Significant increase) | - The corporate income tax rate for PRC companies is 25%[44] - Subsidiaries in the Cayman Islands, British Virgin Islands, and Hong Kong were not subject to income tax for the current and prior periods[44] 6. LOSS FOR THE PERIOD The loss for the period was derived after deducting various expenses, with staff costs, production material costs, and R&D expenses being major components. Exchange gains had a positive impact on narrowing the loss | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Staff Costs | 19,376 | 18,388 | +5.4% | | Cost of Materials Used in Production | 164,696 | 183,332 | -10.2% | | Depreciation of Property, Plant and Equipment | 2,410 | 2,142 | +12.5% | | Net Exchange Gains/(Losses) | (2,595) | 746 | N/A (Turned from loss to gain) | | Finance Costs – Bank Borrowings | 1,735 | 1,886 | -8.0% | | Research and Development Expenses | 6,637 | 6,409 | +3.6% | - Cost of materials used in production decreased by 10.2%, consistent with the trend of declining revenue[47] - Net exchange gains of RMB 2,595 thousands were recorded, compared to a net loss of RMB 746 thousands in the same period last year, significantly contributing to the narrowing of the loss for the period[47] 7. LOSS PER SHARE Basic and diluted loss per share for the period was RMB 0.85 cents, a significant narrowing from the prior year, with both being identical due to anti-dilutive share options | Indicator | H1 2025 | H1 2024 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company (RMB thousands) | (3,488) | (11,985) | -70.9% | | Weighted Average Number of Ordinary Shares (thousands) | 412,550 | 412,550 | 0% | | Basic and Diluted Loss Per Share (RMB cents) | (0.85) | (2.91) | -70.8% | - Basic and diluted loss per share for both periods are identical due to the anti-dilutive effect of share options on the basic loss per share calculation[52][55] 8. DIVIDEND The Board did not recommend the payment of any interim dividend for the current period, consistent with the prior year - No dividends were paid, declared, or proposed for the six months ended June 30, 2025[53][56] 9. PROPERTY, PLANT AND EQUIPMENT No impairment losses were recognized for property, plant and equipment during the period, and additions significantly increased - Additions to property, plant and equipment amounted to approximately RMB 912,000 for the six months ended June 30, 2025, a significant increase from RMB 111,000 in the same period of 2024[54][57] - No impairment losses were recognized for property, plant and equipment in either period[54][57] 10. TRADE RECEIVABLES The Group's total trade receivables decreased, with a significant reduction in receivables aged 0-90 days, but an increase in those aged over 365 days | Aging | As of June 30, 2025 (RMB thousands) | As of Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | 0 to 90 days | 42,976 | 74,237 | -42.1% | | 91 to 180 days | 20,660 | 15,030 | +37.5% | | 181 to 365 days | 16,165 | 6,762 | +139.1% | | Over 365 days | 22,252 | 18,127 | +22.7% | | Total | 102,053 | 114,156 | -10.6% | - The Group generally grants credit terms of 30 to 150 days to its trade customers[58][59] 11. LOAN RECEIVABLES Total loan receivables slightly decreased, primarily comprising unsecured loans to independent third parties, bearing interest at 8% per annum and repayable within one year | Item | As of June 30, 2025 (RMB thousands) | As of Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Fixed-rate Loan Receivables | 13,234 | 13,623 | -2.9% | | Less: Provision for Credit Losses | (3,133) | (3,225) | -2.8% | | Net Amount | 10,101 | 10,398 | -2.9% | - Loan receivables are unsecured, bear interest at 8% per annum, and are repayable within one year[62] 12. TRADE AND BILLS PAYABLES The Group's total trade and bills payables increased, with a significant rise in payables aged 0-90 days | Item | As of June 30, 2025 (RMB thousands) | As of Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Trade Payables | 24,537 | 20,140 | +21.8% | | Bills Payables | 33,877 | 31,258 | +8.4% | | Total | 58,414 | 51,398 | +13.6% | | Aging | As of June 30, 2025 (RMB thousands) | As of Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | 0 to 90 days | 41,269 | 33,097 | +24.7% | | 91 to 180 days | 16,327 | 15,375 | +6.2% | | 181 to 365 days | 818 | 2,926 | -72.0% | - Credit terms for purchases of goods range from 30 to 120 days[68] 13. BANK BORROWINGS The Group's total bank borrowings increased, all secured and repayable within one year, with interest rates ranging from 3.40% to 4.55%. The borrowings are collateralized by buildings, right-of-use assets, and personal guarantees from a director | Item | As of June 30, 2025 (RMB thousands) | As of Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Secured, repayable within one year | 96,120 | 81,470 | +17.9% | - Bank borrowings bear fixed interest rates ranging from 3.40% to 4.55% per annum[72][74] - The borrowings are secured by the Group's buildings, right-of-use assets, and personal guarantees from Mr. Wong, a director, and his spouse[73][74] 14. SHARE CAPITAL The Company's issued and fully paid share capital remained unchanged during the period, with ordinary shareholders enjoying dividend and voting rights | Item | As of June 30, 2025 (thousands of shares) | As of Dec 31, 2024 (thousands of shares) | Change (%) | | :--- | :--- | :--- | :--- | | Number of Authorized Shares | 1,562,500 | 1,562,500 | 0% | | Number of Issued and Fully Paid Shares | 412,550 | 412,550 | 0% | | Nominal Value of Ordinary Shares (RMB thousands) | 10,818 | 10,818 | 0% | - Holders of ordinary shares are entitled to dividends as declared from time to time and have one vote per share at general meetings of the Company[77] MANAGEMENT DISCUSSION AND ANALYSIS This section provides a comprehensive review of the Group's operational and financial performance, liquidity, risks, and future outlook for the period INTERIM DIVIDEND The Board did not recommend any interim dividend for the current period, consistent with the prior year - The Board did not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)[78][83] BUSINESS REVIEW The Group primarily manufactures and sells umbrellas, is one of China's largest umbrella and parasol exporters, and holds a leading position in the Japanese plastic umbrella market. The Group is actively exploring and developing new business opportunities for diversification - The Group primarily manufactures and sells POE umbrellas, nylon umbrellas, and umbrella components[79][84] - Based on export volume and sales volume, the Group is one of the largest umbrella and parasol exporters and manufacturers in China, and one of the largest suppliers of plastic umbrellas in Japan[79][84] - The Group is actively exploring and developing business opportunities and projects to enrich its business and uncover potential opportunities[79][84] FINANCIAL REVIEW The Group's revenue decreased by 7.5% this period, but the loss significantly narrowed by 75.2%, primarily due to a substantial increase in other income and net gains | Indicator | H1 2025 (RMB millions) | H1 2024 (RMB millions) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 173 | 187 | -7.5% | | Loss Attributable to Owners of the Company | 3 | 12 | -75.0% | | Basic Loss Per Share (RMB cents) | 0.85 | 2.91 | -70.8% | Revenue Revenue decreased by 7.5% this period, mainly attributed to reduced demand for umbrella components - Revenue decreased by approximately 7.5% from approximately RMB 187 million in H1 2024 to approximately RMB 173 million in the current period[81][86] - The decrease in revenue was primarily due to reduced demand for umbrella components compared to the same period last year[81][86] Cost of Sales Cost of sales decreased by 6.5%, consistent with the revenue decline, primarily due to reduced direct labor costs - Cost of sales decreased by approximately 6.5% from approximately RMB 168 million in H1 2024 to approximately RMB 157 million in the current period[82][87] - The decrease in cost of sales was primarily due to reduced direct labor costs, consistent with the Group's revenue decline in the same period[82][87] GROSS PROFIT AND GROSS MARGIN Gross profit decreased by 11%, and gross margin declined from 9.6% to 9.3%, reflecting the impact of reduced revenue and cost structure - Gross profit decreased by approximately RMB 2 million (11%) from approximately RMB 18 million in H1 2024 to approximately RMB 16 million in the current period[88][94] - Gross margin decreased from approximately 9.6% in H1 2024 to 9.3% in the current period[88][94] OTHER INCOME AND NET OTHER GAINS/(LOSSES) The current period recorded other income and net gains of approximately RMB 9.4 million, a significant improvement from a net loss in the prior year, driven by increased exchange gains and fair value gains on financial assets - The current period recorded other income and net gains of approximately RMB 9.4 million, compared to a net loss of approximately RMB 1.4 million in H1 2024[89][95] - This was primarily due to increased exchange gains and fair value gains on financial assets at FVTPL[89][95] SELLING AND DISTRIBUTION EXPENSES Selling and distribution expenses remained stable at approximately RMB 8 million during the current period - Selling and distribution expenses remained stable at approximately RMB 8 million in both H1 2024 and the current period[90][96] ADMINISTRATIVE EXPENSES Administrative expenses remained stable at approximately RMB 18 million during the current period - Administrative expenses remained stable at approximately RMB 19 million in H1 2024 and approximately RMB 18 million in the current period[91][97] LIQUIDITY AND FINANCIAL RESOURCES The Group's liquidity improved with a significant increase in bank and cash balances, though short-term bank borrowings and the gearing ratio also rose | Indicator | As of June 30, 2025 | As of Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Bank and Cash Balances (RMB millions) | 61.7 | 27 | +128.5% | | Short-term Bank Borrowings (RMB millions) | 96 | 81 | +18.5% | | Current Ratio | 2.2 times | 2.3 times | Slight decrease | | Gearing Ratio | 53% | 45% | +8 percentage points | - Bank and cash balances (including time deposits) significantly increased to approximately RMB 61.7 million[92][98] - The gearing ratio increased to 53%, primarily due to an increase in the percentage of interest-bearing liabilities and bills payables to total equity[93][98] PRINCIPAL RISKS AND UNCERTAINTIES The Group faces various business risks, including loss of major customers, political and economic instability, foreign currency fluctuations, raw material price volatility or unstable supply, and labor shortages or rising costs - Loss of major customers could have a significant adverse impact on the Group's business, financial condition, and operating results[99][101] - The Group faces risks related to political and economic instability and foreign currency exchange rate fluctuations associated with selling products to customers in Japan, China, and other overseas markets[99][101] - Fluctuations in raw material prices or unstable supply could negatively impact business operations and profitability[100][101] - The Group may face risks of labor shortages or continuously rising labor costs[100][101] CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES As of June 30, 2025, the Group had no significant capital commitments or contingent liabilities - As of June 30, 2025, the Group had no significant capital commitments (December 31, 2024: nil)[102][108] - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[102][108] PLEDGE OF ASSETS The Group's leasehold land and buildings, along with time deposits, are pledged to banks as security for bank borrowings - As of June 30, 2025, leasehold land and buildings with a carrying amount of approximately RMB 44 million were pledged to banks[103][109] - Time deposits with a carrying amount of approximately RMB 23 million were pledged to banks as security for bank borrowings[103][109] EMPLOYEES AND REMUNERATION POLICY The Group's employee count increased, with remuneration policies based on experience, qualifications, and ability, supplemented by statutory benefits - As of June 30, 2025, the Group employed a total of 593 employees, an increase from 523 as of December 31, 2024[104][110] - Remuneration policies are set by the Board based on individual employees' experience, qualifications, and abilities[104][110] - Other employee benefits include statutory mandatory provident fund contributions, social insurance, and housing provident fund contributions[104][110] FUTURE PROSPECTS Facing global economic downturns and trade war threats, the Group aims to consolidate its market position, expand production capacity, enhance R&D capabilities, and actively explore new business opportunities to address challenges and create shareholder value - The Group aims to maintain and consolidate its leading position in the Japanese market and as an own-brand umbrella manufacturer in China, while expanding its market share in existing markets such as Hong Kong, Cambodia, and South Korea[105][111] - Given the uncertainties of the Sino-US trade war and the slow pace of market recovery, the Group will further consolidate its market position, expand production capacity, promote business development, and enhance R&D capabilities[106][111] - The Group will actively explore and develop business opportunities and projects to achieve business diversification[106][111] PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES During the current period, neither the Company nor its subsidiaries purchased, redeemed, or sold any of the Company's listed securities - During the current period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[107][112] CORPORATE GOVERNANCE AND OTHER INFORMATION This section details the Group's corporate governance practices, including directors' interests, substantial shareholders, share option scheme, and committee structures DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS IN SECURITIES As of June 30, 2025, directors and chief executives held long positions in the Company's shares, with Chairman Mr. Huang Wenji holding the largest interest | Director's Name | Nature of Interest | Capacity | Number of Issued Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Mr. Huang Wenji | Long Position | Interest in controlled corporation and beneficial owner | 125,030,900 | 30.31% | | Mr. Yang Guang | Long Position | Beneficial Owner | 1,890,000 | 0.46% | | Mr. Lin Zhenshuang | Long Position | Beneficial Owner | 1,890,000 | 0.46% | | Mr. Zhong Jianxiong | Long Position | Beneficial Owner | 1,890,000 | 0.46% | | Mr. Cao Siwei | Long Position | Beneficial Owner | 1,890,000 | 0.46% | | Ms. Li Jieying | Long Position | Beneficial Owner | 1,890,000 | 0.46% | - Mr. Huang Wenji is deemed to be interested in the shares of the Company held through Jicheng Investment Limited[116][118] INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS As of the report date, substantial shareholders, including Jicheng Investment Limited, Mr. Huang Wenji, and his spouse Ms. Chen Jieyou, all held long positions in the Company's shares | Name of Shareholder | Nature of Interest | Capacity | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Jicheng Investment Limited | Long Position | Beneficial Owner | 123,140,900 | 29.85% | | Mr. Huang Wenji | Long Position | Interest in controlled corporation and beneficial owner | 125,030,900 | 30.31% | | Ms. Chen Jieyou | Long Position | Spouse's Interest | 123,140,900 | 29.85% | - Mr. Huang Wenji is the sole beneficial owner of Jicheng Investment Limited, and his spouse, Ms. Chen Jieyou, is deemed to be interested in the shares in which Mr. Huang Wenji is interested[124] SHARE OPTION SCHEME The Company's share option scheme expired on January 22, 2025, with no new options granted during the period. However, 18,750,000 shares remain exercisable under existing options, representing 4.54% of the total issued shares - The share option scheme expired on January 22, 2025, and no share options have been granted since its expiry[121][123] - As of the date of this report, the total number of securities available for issue under the share option scheme is 18,750,000 shares, representing 4.54% of the Company's total issued shares[134][137] | Class of Participants | Date of Grant | Exercise Period | Adjusted Exercise Price (HKD) | Outstanding as of Jan 1, 2025 | Granted during the period | Exercised during the period | Lapsed during the period | Outstanding as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Employees | April 10, 2019 | April 10, 2019 to April 9, 2029 | 0.900 | 18,750,000 | – | – | – | 18,750,000 | CORPORATE GOVERNANCE The Company is committed to maintaining high corporate governance standards, with a board comprising four executive directors and three independent non-executive directors. Deviations exist regarding the non-separation of Chairman and CEO roles and the absence of independent non-executive directors at the general meeting - The Board of Directors comprises four executive directors and three independent non-executive directors[141][144] - There is a deviation from Code Provision C.2.1 of the Corporate Governance Code, where the roles of Chairman and Chief Executive Officer are performed by the same person (Mr. Huang)[141][144] - Independent Non-executive Directors Mr. Cao Siwei, Mr. Yang Xuetai, and Ms. Li Jieying did not attend the Annual General Meeting on June 2, 2025, due to other commitments, deviating from Code Provision F.1.3[142][144] MODEL CODE FOR SECURITIES TRANSACTIONS BY THE DIRECTORS Directors have adopted and confirmed full compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules - The Directors have adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules[146][151] - All Directors have confirmed full compliance with the required standards of dealings set out in the Model Code since the listing date[146][151] AUDIT COMMITTEE The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing accounting principles, financial reporting matters, and the unaudited interim financial statements for the period - The Audit Committee was established on January 23, 2015, and comprises three independent non-executive directors: Mr. Cao Siwei (Chairman), Ms. Li Jieying, and Mr. Yang Xuetai[147][152] - The Committee has reviewed the accounting principles and practices adopted by the Group and financial reporting matters, including the unaudited consolidated interim financial statements for the current period[147][152] REMUNERATION COMMITTEE The Remuneration Committee, comprising three independent non-executive directors, is responsible for remuneration-related matters - The Remuneration Committee was established on January 23, 2015, and comprises three independent non-executive directors: Mr. Cao Siwei, Ms. Li Jieying (Chairman), and Mr. Yang Xuetai[148][153] NOMINATION COMMITTEE The Nomination Committee, consisting of three independent non-executive directors, is responsible for nomination-related matters - The Nomination Committee was established on January 23, 2015, and comprises three independent non-executive directors: Mr. Cao Siwei, Ms. Li Jieying, and Mr. Yang Xuetai (Chairman)[149][154] APPRECIATION The Chairman of the Board, on behalf of the Board, expresses gratitude to all colleagues, shareholders, customers, banks, and business partners for their support - The Chairman of the Board, Mr. Huang Wenji, on behalf of the Board, expresses gratitude to all colleagues for their diligence, dedication, loyalty, and integrity[150][155] - The Board also thanks all shareholders, customers, banks, and other business partners for their trust and support[150][155]