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今海医疗科技(02225) - 2025 - 中期业绩

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This chapter presents the condensed consolidated statement of profit or loss and other comprehensive income for the six months ended June 30 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | H1 2025 (Thousand SGD) | H1 2024 (Thousand SGD) | | :--- | :--- | :--- | | Revenue | 14,529 | 25,937 | | Cost of sales and services | (12,447) | (18,515) | | Gross profit | 2,082 | 7,422 | | Net other income, gains and losses | 200 | 873 | | Selling expenses | (256) | (214) | | Administrative expenses | (12,505) | (13,675) | | Reversal of provision for expected credit losses on trade receivables | 106 | – | | Finance costs | (349) | (347) | | Loss before tax | (10,722) | (5,941) | | Income tax expense | (78) | (12) | | Loss for the period | (10,800) | (5,953) | | Total comprehensive expense for the period | (10,274) | (6,246) | | Loss per share (basic and diluted) | (0.20) SGD cents | (0.12) SGD cents | Condensed Consolidated Statement of Financial Position This chapter provides the condensed consolidated statement of financial position as of June 30, 2025 Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Indicator | June 30, 2025 (Thousand SGD) | December 31, 2024 (Thousand SGD) | | :--- | :--- | :--- | | Assets | | | | Non-current assets | 26,403 | 28,703 | | Current assets | 23,748 | 30,164 | | Total assets | 50,151 | 58,867 | | Equity | | | | Equity attributable to owners of the Company | 27,356 | 31,806 | | Non-controlling interests | 419 | 973 | | Total equity | 27,775 | 32,779 | | Liabilities | | | | Non-current liabilities | 2,129 | 2,731 | | Current liabilities | 20,247 | 23,357 | | Total liabilities | 22,376 | 26,088 | | Total equity and liabilities | 50,151 | 58,867 | | Net current assets | 3,501 | 6,807 | | Net assets | 27,775 | 32,779 | Notes to the Condensed Consolidated Financial Statements This chapter outlines the basis of preparation, accounting policies, business activities, revenue segmentation, other income, tax expenses, loss for the period, dividend policy, earnings per share calculation, investment property changes, and aging analysis of trade receivables and payables 1. General Information The company is incorporated in the Cayman Islands, with main operations in Shanghai, Hong Kong, and Singapore, focusing on investment holding and various services - The Company is incorporated in the Cayman Islands, with its headquarters and principal places of business located in Shanghai, China, Hong Kong, and Singapore9 - The Company is an investment holding company, and its operating subsidiaries primarily provide minimally invasive surgical solutions, medical products and related services, labor dispatch and ancillary services, dormitory services, information technology services, and construction ancillary services9 2. Basis of Preparation These condensed consolidated financial statements are prepared in accordance with IAS 34 and HKEX Listing Rules, consistent with prior annual financial statements - The condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" issued by the International Accounting Standards Board and the applicable disclosure requirements of the Rules Governing the Listing of Securities on the Stock Exchange10 - The accounting policies and methods of computation used in the preparation of these statements are consistent with those adopted in the annual financial statements for the year ended December 31, 202410 3. Application of New and Revised International Financial Reporting Standards The Group adopted new and revised IFRSs effective January 1, 2025, with no significant impact on accounting policies or financial statement presentation - The Group has adopted all new and revised International Financial Reporting Standards effective for accounting periods beginning on January 1, 202511 - The adoption of these standards has not resulted in significant changes to the Group's accounting policies, presentation of consolidated financial statements, or reported amounts for the current and prior periods11 4. Revenue The Group's revenue primarily derives from minimally invasive surgical solutions in China and various services in Singapore, with a significant 44% decrease in H1 2025 - The Group's revenue primarily derives from minimally invasive surgical solutions and medical product services in China, and labor dispatch, dormitory, information technology, and construction ancillary services in Singapore12 Disaggregation of Revenue from Contracts with Customers (For the six months ended June 30) | Item | 2025 (Thousand SGD) | 2024 (Thousand SGD) | | :--- | :--- | :--- | | Geographical markets | | | | -China | 6,333 | 12,432 | | -Singapore | 6,818 | 7,894 | | Revenue from contracts with customers | 13,151 | 20,326 | | Rental income from provision of dormitory services | 1,378 | 5,611 | | Total revenue | 14,529 | 25,937 | | Timing of revenue recognition | | | | At a point in time (products and minimally invasive surgical solutions) | 6,333 | 12,302 | | Over time (services) | 6,818 | 8,024 | | Revenue from contracts with customers | 13,151 | 20,326 | | Rental income from provision of dormitory services | 1,378 | 5,611 | | Total revenue | 14,529 | 25,937 | Revenue from Major Customers (For the six months ended June 30) | Customer | 2025 (Thousand SGD) | 2024 (Thousand SGD) | | :--- | :--- | :--- | | Customer A (minimally invasive surgical solutions and medical product services) | 3,310 | 11,806 | 5. Net Other Income, Gains and Losses Net other income, gains, and losses for H1 2025 significantly decreased to 200 thousand SGD, primarily due to exchange losses Net Other Income, Gains and Losses (For the six months ended June 30) | Item | 2025 (Thousand SGD) | 2024 (Thousand SGD) | | :--- | :--- | :--- | | Government grants | 78 | 34 | | Dividend income from listed equity investments | 33 | 45 | | Interest income | 3 | 11 | | Forfeiture of customer deposits | – | 5 | | Work injury/worker compensation claims | 71 | 50 | | Sub-lease income | 226 | 183 | | Net fair value change of investments at fair value through profit or loss | 848 | 32 | | (Loss)/gain on disposal of investments at fair value through profit or loss | (370) | 7 | | Net exchange (loss)/gain | (826) | 449 | | Others | 137 | 57 | | Total | 200 | 873 | - Net other income, gains and losses decreased from 873 thousand SGD in H1 2024 to 200 thousand SGD in H1 2025, primarily due to exchange losses16 6. Income Tax Expense Income tax expense increased to 78 thousand SGD in H1 2025, mainly due to higher Singapore corporate income tax provision Income Tax Expense (For the six months ended June 30) | Item | 2025 (Thousand SGD) | 2024 (Thousand SGD) | | :--- | :--- | :--- | | Current tax | | | | -China corporate income tax (provision for the period) | – | 12 | | -Singapore corporate income tax (provision for the period) | 31 | – | | -Under-provision in prior years | 35 | – | | Total current tax | 66 | 12 | | Deferred tax | 12 | – | | Total income tax expense | 78 | 12 | - China business income tax provision is calculated at a tax rate of 25%, while Singapore corporate income tax provision is calculated at a tax rate of 17%17 7. Loss for the Period Loss for the period expanded to 10.8 million SGD in H1 2025, influenced by depreciation, cost of inventories sold, and staff costs Loss for the Period Deducted Items (For the six months ended June 30) | Item | 2025 (Thousand SGD) | 2024 (Thousand SGD) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 220 | 55 | | Depreciation of right-of-use assets | 464 | 1,531 | | Depreciation of investment properties | 1,425 | 1,103 | | Direct operating expenses from investment properties generating rental income | 486 | 1,363 | | Research and development expenses | 415 | 245 | | Cost of inventories sold | 5,999 | 11,916 | | Staff costs (including directors' emoluments) | 11,826 | 13,645 | 8. Dividends The company neither paid nor declared dividends for the six months ended June 30, 2025 and 2024 - The Company neither paid nor declared dividends for the six months ended June 30, 2025 and 202419 9. Loss Per Share Basic and diluted loss per share expanded to 0.20 Singapore cents in H1 2025, primarily due to increased loss for the period Loss Per Share Calculation (For the six months ended June 30) | Item | 2025 (Thousand SGD) | 2024 (Thousand SGD) | | :--- | :--- | :--- | | Loss used in calculating basic and diluted loss per share | (10,253) | (6,043) | | Weighted average number of ordinary shares (Thousand Shares) | 5,170,000 | 5,170,000 | | Basic and diluted loss per share (SGD cents) | (0.20) | (0.12) | - Basic and diluted loss per share expanded from 0.12 SGD cents in H1 2024 to 0.20 SGD cents in H1 2025620 10. Investment Properties Investment property acquisitions significantly decreased to 218 thousand SGD in H1 2025 compared to H1 2024 - Investment property acquisitions in H1 2025 amounted to 218 thousand SGD, a significant decrease from 10.515 million SGD in H1 202421 11. Trade Receivables Total trade receivables decreased to 4.316 million SGD as of June 30, 2025, though the proportion overdue by over 90 days increased Aging Analysis of Trade Receivables (Net of provision for impairment losses) | Overdue Date | June 30, 2025 (Thousand SGD) | December 31, 2024 (Thousand SGD) | | :--- | :--- | :--- | | Not overdue | 1,334 | 2,460 | | 1 to 30 days | 662 | 1,944 | | 31 to 60 days | 111 | 131 | | 61 to 90 days | 1,963 | 16 | | Over 90 days | 246 | 305 | | Total | 4,316 | 4,856 | 12. Trade Payables Total trade payables significantly decreased to 1.693 million SGD as of June 30, 2025, from 5.129 million SGD at December 31, 2024 Aging Analysis of Trade Payables | Invoice Date | June 30, 2025 (Thousand SGD) | December 31, 2024 (Thousand SGD) | | :--- | :--- | :--- | | Within 30 days | 584 | 1,872 | | 31 to 90 days | 550 | 3,134 | | 91 to 365 days | 446 | 92 | | Over 365 days | 113 | 31 | | Total | 1,693 | 5,129 | Management Discussion and Analysis This chapter reviews the Group's business and outlook, emphasizing the shift to China's minimally invasive surgical solutions, and analyzes financial performance, liquidity, financing, and market risk management Business Review and Outlook The Group is shifting its business focus from Singapore's labor dispatch and dormitory services to China's minimally invasive surgical solutions, anticipating challenges in Singapore operations - The Group is relocating its headquarters and principal place of business to Shanghai, China, to capitalize on the strong growth momentum in minimally invasive surgical solutions, medical products, and related services in mainland China24 - Singapore's economic growth is projected to slow to 1.0%–3.0% in 2025, with the construction sector continuing to face challenges, leading to a 75.4% decrease in the Group's Singapore dormitory services revenue2425 - The market size for minimally invasive surgical instruments in China is projected to reach USD 1.71 billion in 2025 and USD 2.68 billion by 2030, with a CAGR of 9.45%, prompting the Group to enhance development capabilities, expand distribution networks, develop new products, and integrate resources to strengthen its market position2526 - The Company will leverage its strengths in China and Hong Kong to expand its minimally invasive surgical solutions and medical products and related services business, while prudently considering a gradual reduction in certain Singapore operations and actively seeking other business opportunities in new industries27 Financial Review In H1 2025, the Group experienced significant declines in revenue and gross profit, leading to an expanded loss for the period, while maintaining sound liquidity and detailing fund utilization Revenue Total revenue decreased by 44% to 14.5 million SGD in H1 2025, mainly due to product portfolio adjustments in China and reduced dormitory service revenue in Singapore Revenue Breakdown (For the six months ended June 30) | Service Category | H1 2025 (Thousand SGD) | H1 2024 (Thousand SGD) | Increase/(Decrease) % | | :--- | :--- | :--- | :--- | | Minimally invasive surgical solutions and medical products and related services fees | 6,333 | 12,302 | (48.5) | | Labor dispatch and ancillary services | 6,451 | 7,634 | (15.5) | | Dormitory services | 1,378 | 5,611 | (75.4) | | Construction ancillary services | 139 | 140 | (0.7) | | Information technology services | 228 | 250 | (8.8) | | Total | 14,529 | 25,937 | (44.0) | - Revenue from minimally invasive surgical solutions and medical products and related services fees decreased by 48.5%, primarily due to challenging economic conditions, escalating global trade conflicts, and product portfolio adjustments29 - Dormitory services revenue decreased by 75.4%, mainly due to lower market demand and the cessation of operations at one of its dormitories since October 202430 Gross Profit and Gross Profit Margin Gross profit decreased to 2.1 million SGD in H1 2025, with the gross profit margin declining from 28.6% to 14.3% Gross Profit and Gross Profit Margin (For the six months ended June 30) | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Gross profit (Thousand SGD) | 2,082 | 7,422 | | Gross profit margin | 14.3% | 28.6% | Net Other Income, Gains and Losses Net other income and gains decreased to 0.2 million SGD in H1 2025, primarily attributable to exchange losses - Net other income and gains decreased to 0.2 million SGD, primarily due to exchange losses32 Administrative Expenses Administrative expenses decreased to 12.5 million SGD in H1 2025, mainly due to a reduction in equity-settled share-based payments related to share options - Administrative expenses decreased by 1.2 million SGD to 12.5 million SGD, primarily due to a reduction in equity-settled share-based payments33 Income Tax Expense Income tax expense slightly increased to 78 thousand SGD in H1 2025 from 12 thousand SGD in H1 2024 - Income tax expense slightly increased to 78 thousand SGD34 Loss for the Period The Group recorded a loss for the period of 10.8 million SGD in H1 2025, primarily due to decreased revenue and gross profit margin - Loss for the period expanded to 10.8 million SGD, primarily due to a decrease in both revenue and gross profit margin35 Dividends The Board of Directors resolved not to declare an interim dividend for the period - The Board of Directors resolved not to declare an interim dividend for the period36 Liquidity, Financial Resources and Gearing Ratio The Group generally meets working capital needs through internal funds, maintaining a sound financial position, with the Board closely monitoring liquidity - The Group generally meets its working capital needs through internal funds and maintains a sound financial position37 - The Board closely monitors the Group's liquidity position to ensure that its liquidity structure of assets, liabilities, and other commitments can meet funding requirements at all times38 Use of Proceeds from Listing Net proceeds of 82.6 million HKD (14.1 million SGD) from the listing have been largely utilized for dormitory acquisitions, securities investment, and capital injection into Jinhai Medical Use of Net Proceeds from Listing (As of June 30, 2025) | Intended Use | Original Allocation (Million HKD) | Amount Utilized as of June 30, 2025 (Million HKD) | Unutilized Amount as of June 30, 2025 (Million HKD) | Expected Timeline for Full Utilization of Unutilized Net Proceeds | | :--- | :--- | :--- | :--- | :--- | | Funding for additional foreign worker dormitories | 77.1 | 46.6 | – | Not applicable | | Funding for additional 10 trucks | 5.5 | 1.8 | 1.9 | Before end of December 2025 | | Funding for investment in securities | – | 10.0 | – | Not applicable | | Loan repayment | – | Not applicable | Not applicable | Not applicable | | Capital injection into Jinhai Medical | – | 20.5 | – | Not applicable | | Total | 82.6 | 78.9 | 1.9 | | - The selection of new foreign worker dormitory sites was delayed due to the pandemic, leading to a reallocation of some funds for open market acquisition of listed securities39 - The decline in the labor dispatch and ancillary services business reduced the demand for additional trucks, delaying the utilization of related net proceeds until before the end of December 202542 Use of Proceeds from Placing Net proceeds of 99 million HKD from the October 2023 placing have been mostly used for healthcare business expansion and general working capital, with 8.0 million HKD remaining for labor dispatch services Use of Net Proceeds from Placing (As of June 30, 2025) | Intended Use | Original Allocation (Million HKD) | Amount Utilized as of June 30, 2025 (Million HKD) | Unutilized Amount as of June 30, 2025 (Million HKD) | Expected Timeline for Full Utilization of Unutilized Net Proceeds | | :--- | :--- | :--- | :--- | :--- | | For expansion of healthcare industry business | 69.0 | 69.0 | – | Not applicable | | For expansion of labor dispatch and ancillary services business | 15.0 | 7.0 | 8.0 | Before end of December 2025 | | For general working capital of the Group | 15.0 | 15.0 | – | Not applicable | | Total | 99.0 | 91.0 | 8.0 | | - The Group is preparing to expand its labor dispatch and ancillary services business in China in 2025, with the remaining net proceeds expected to be fully utilized in 202543 Cash and Cash Equivalents As of June 30, 2025, cash and cash equivalents totaled 4.9 million SGD, primarily held in major licensed banks in Singapore, China, and Hong Kong - As of June 30, 2025, cash and cash equivalents amounted to 4.9 million SGD44 - Cash is primarily denominated in SGD (44.3%), RMB (49.1%), and HKD (6.6%)44 Borrowings and Gearing Ratio Total current and non-current borrowings and lease liabilities slightly increased to 14.7 million SGD, with the gearing ratio rising from 44.3% to 52.8% Borrowings and Gearing Ratio | Indicator | June 30, 2025 (Thousand SGD) | December 31, 2024 (Thousand SGD) | | :--- | :--- | :--- | | Total borrowings and lease liabilities | 14,670 | 14,522 | | Gearing ratio | 52.8% | 44.3% | - The gearing ratio increased from 44.3% as of December 31, 2024, to 52.8% as of June 30, 202545 Foreign Exchange Risk The Group faces foreign exchange risk due to transactions primarily in RMB, functional currency in SGD, and HKD-denominated proceeds, resulting in a net exchange loss in H1 2025 - The Group primarily transacts in RMB, with its functional currency being SGD, and holds a significant portion of its listing proceeds in HKD, exposing it to foreign currency risk46 - In H1 2025, overseas operations generated a currency translation gain of 0.5 million SGD, but a net exchange loss of 0.8 million SGD was recorded46 Pledge of the Group's Assets and Contingent Liabilities Certain lease liabilities and bank borrowings are secured by pledged lease assets, with no significant contingent liabilities during the period - Certain lease liabilities and bank borrowings are secured by pledged lease assets47 - As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities47 Capital Expenditure and Capital Commitments Capital expenditure significantly decreased to 23 thousand SGD in H1 2025, primarily for vehicles, computers, and equipment, with no capital commitments at period-end - Capital expenditure in H1 2025 amounted to 23 thousand SGD, a significant decrease from 0.3 million SGD in H1 202448 - As of June 30, 2025, and December 31, 2024, the Group had no capital commitments49 Material Investments Held, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures The Group invested in Shanghai Pailiya, expecting a 55% stake, and holds listed equity investments valued at 2.1 million SGD for dividend and fair value gains - Jinhai Shanghai injected up to RMB 16,500,000 into Shanghai Pailiya, expecting to hold a 55% stake, and Shanghai Pailiya will be accounted for as a subsidiary of the Company50 - As of June 30, 2025, the Group held listed equity investments with a fair value of 2.1 million SGD, aiming to generate returns through dividend income and fair value gains51 Off-Balance Sheet Transactions As of June 30, 2025, the Group had not entered into any significant off-balance sheet transactions - As of June 30, 2025, the Group had not entered into any significant off-balance sheet transactions52 Employees and Remuneration Policy As of June 30, 2025, the Group had 458 employees, with remuneration based on qualifications and position, including sales incentive plans, and staff costs of 11.8 million SGD in H1 2025 Employee Count and Staff Costs | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of employees | 458 | 488 | | Staff costs (H1 2025) | 11.8 Million SGD | 13.6 Million SGD (H1 2024) | - The Group determines employee salaries based on qualifications, position, and experience, and has a sales incentive plan in place54 Quantitative and Qualitative Disclosures About Market Risk The Group faces interest rate, foreign currency, credit, liquidity, fair value, and equity price risks, managed through monitoring and appropriate measures Interest Rate Risk The Group is exposed to cash flow interest rate risk from bank balances and fair value interest rate risk from fixed-rate finance lease obligations, with management monitoring but no hedging policy - The Group is exposed to cash flow interest rate risk from floating-rate bank balances and fair value interest rate risk from fixed-rate finance lease obligations55 - Management monitors interest rate risk but currently has no interest rate hedging policy55 Foreign Currency Risk The Group faces foreign currency risk from USD, RMB, and HKD denominated balances, equity investments, and trade receivables/payables, managed by closely monitoring exchange rate movements - The Group is exposed to foreign currency risk due to holding bank balances, equity investments, trade receivables, and payables denominated in USD, RMB, and HKD56 - The Group manages foreign currency risk by closely monitoring exchange rate movements57 Credit Risk To mitigate credit risk, the Group implements credit limits, approval, and monitoring procedures, assessing recoverability of trade debts and making adequate impairment provisions - The Group mitigates credit risk by establishing credit limits, approval, and monitoring procedures58 - The Group recognizes loss allowances for expected credit losses on trade and other receivables, which are regularly updated to reflect changes in credit risk58 Liquidity Risk The Group manages liquidity risk by maintaining sufficient cash and cash equivalents to fund operations and mitigate cash flow fluctuations - The Group manages liquidity risk by monitoring its cash and cash equivalents levels, maintaining them at a level deemed sufficient by management to fund operations and mitigate the impact of cash flow fluctuations59 Fair Value Risk The Group is exposed to fair value risk arising from financial assets and liabilities measured at fair value on a recurring and non-recurring basis - The Group is exposed to fair value risk arising from financial assets and financial liabilities measured at fair value on a recurring and non-recurring basis60 Equity Price Risk The Group faces equity price risk from equity instruments designated as fair value through profit or loss, managed through portfolio diversification - The Group is exposed to equity price risk arising from equity instruments designated as fair value through profit or loss61 - The Group manages price risk arising from investments in equity securities by diversifying its portfolio61 Share Option Scheme The company adopted a share option scheme in December 2023 to incentivize participants, with 128,603,750 options granted in January 2024 at HKD 2.54 per share, subject to vesting and performance conditions - The Company adopted a share option scheme on December 29, 2023, to incentivize eligible participants to contribute to the Company and its shareholders' interests62 - Eligible participants of the share option scheme include directors and employees of the Company or its subsidiaries, service providers, and directors and employees of holding companies, fellow subsidiaries, or associated companies63 - The scheme's authorized limit is 10% of the shares in issue on the date of the EGM (1,292,500,000 shares), with a limit of 1% of issued shares for any single participant within any twelve-month period65 - The vesting period for share options shall not be less than 12 months, the exercise period is ten years from the date of grant, and the subscription price is determined by the Board, not less than the closing price or par value6667 Details of Share Options Granted on January 9, 2024 | Item | Details | | :--- | :--- | | Total number granted | 128,603,750 options | | Grantees | Mr. Liu Lei (71,087,500 options), Mr. Wang Zhenfei (6,462,500 options), eight other full-time employees (51,053,750 options) | | Exercise price | HKD 2.54 per share | | Exercise period | Ten years from the date of grant | | Vesting period | First tranche 20% (April 30, 2025), Second tranche 30% (April 30, 2026), Third tranche 50% (April 30, 2027) | | Performance targets | Performance targets determined by the Board must be met for the entire financial year immediately preceding each tranche's vesting date | | Clawback mechanism | Enforceable in cases of misconduct or termination of employment | | Financial assistance | No arrangements for provision | | Number of unexercised share options as of June 30, 2025 | 460,130,000 options (adjusted for share split) | Other Information This chapter covers significant post-balance sheet events, including new share placings, confirms no share repurchases, and affirms directors' compliance with trading standards and corporate governance Significant Post-Balance Sheet Events New shares were placed in July and August 2025, issuing 120,000,000 shares for 161.0 million HKD, intended for healthcare M&A, R&D, and general working capital - On July 11, 2025, the Company entered into subscription agreements with three subscribers to subscribe for a total of 120,000,000 shares at HKD 1.35 per share76 - On August 15, 2025, 120,000,000 subscription shares were issued under general mandate, with net proceeds of 161.0 million HKD76 Proposed Use of Net Proceeds from Post-Balance Sheet Placing | Intended Use | Approximate Allocation (Million HKD) | Expected Time of Use | | :--- | :--- | :--- | | Funding for potential M&A of healthcare-related projects and investments in the healthcare industry | 96.6 | Before July 31, 2026 | | Research and development expenses | 32.2 | Before July 31, 2026 | | General working capital | 32.2 | Before July 31, 2026 | | Total | 161.0 | | Repurchase, Sale or Redemption of the Company's Listed Securities During the period, neither the company nor its subsidiaries repurchased, sold, or redeemed any of the company's listed securities - During the period, neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities80 Directors' Securities Transactions The company adopted the Model Code for Securities Transactions by Directors of Listed Issuers, with all directors confirming compliance during the period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers, as set out in Appendix C3 of the Listing Rules, as its code of conduct for directors' securities transactions81 - All directors have confirmed that they have complied with the Model Code and its code of conduct for directors' securities transactions throughout the period81 Directors' and Controlling Shareholders' Interests in Competing Business During the period, no directors or controlling shareholders had interests in businesses competing with the Group or any other conflicts of interest - During the period, none of the directors or controlling shareholders, or their respective close associates, had any interests in any business apart from the Group's business that competes or is likely to compete with the Group's business, nor were there any other conflicts of interest with the Group82 Compliance with Corporate Governance Code The company complied in all material aspects with the Corporate Governance Code principles and code provisions set out in Appendix C1 of the Listing Rules - The Company has applied the principles of the Corporate Governance Code set out in Appendix C1 of the Listing Rules and adopted all applicable code provisions as its own corporate governance code, complying with it in all material aspects during the period8384 Review by Audit Committee The Audit Committee reviewed the unaudited interim results, confirming compliance with accounting standards and Listing Rules, with no objections to disclosures - The Company's Audit Committee has reviewed the unaudited interim results (including the interim report) for the period and is of the opinion that the financial information and report were prepared in accordance with applicable accounting standards, the Listing Rules, and other applicable legal requirements, and has no objections to the adequacy of the disclosures made85 Publication of Information on the HKEX Website The interim results announcement is published on the HKEX and company websites, with the full interim report to be provided to shareholders and published online - The interim results announcement has been published on the HKEX website (www.hkexnews.hk) and the Company's website (www.jin-hai.com.hk)[86](index=86&type=chunk) Acknowledgement The Board of Directors extends its gratitude to all clients, management, staff, business partners, and shareholders for their continued support - The Board of Directors extends its gratitude to all clients, management, staff, business partners, and shareholders of the Group for their continued support87 Board of Directors As of the announcement date, the Board comprises eight directors: three executive, two non-executive, and three independent non-executive directors - As of the announcement date, the Board of Directors comprises eight directors, including three executive directors, two non-executive directors, and three independent non-executive directors89