拉近网娱(08172) - 2025 - 中期财报

Condensed Consolidated Financial Statements This section presents the Group's financial performance, position, equity changes, and cash flows for the period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company's revenue decreased by 54.0% year-on-year to 2,145 thousand HKD, but gross profit turned from loss to gain, and both total loss and loss attributable to owners of the company narrowed, with loss per share also decreasing Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Year-on-year Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 2,145 | 4,658 | (2,513) | -54.0% | | Cost of Sales | (1,293) | (3,950) | 2,657 | -67.3% | | Gross Profit / (Loss) | 852 | 708 | 144 | 20.3% | | Other Income and Gains | 1,856 | 3,320 | (1,464) | -44.1% | | Administrative Expenses | (13,847) | (16,363) | 2,516 | -15.4% | | Loss Before Tax | (11,139) | (13,155) | 2,016 | -15.3% | | Loss for the Period | (11,139) | (13,155) | 2,016 | -15.3% | | Loss for the Period Attributable to Owners of the Company | (8,377) | (10,140) | 1,763 | -17.4% | | Basic and Diluted Loss Per Share | (0.20) HK cents | (0.24) HK cents | 0.04 HK cents | -16.7% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets slightly decreased, non-current assets remained stable, but net current assets significantly reduced, mainly due to a substantial decline in trade receivables, and total equity also decreased Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Non-current Assets | 91,254 | 91,168 | 86 | 0.09% | | Total Current Assets | 38,576 | 45,094 | (6,518) | -14.5% | | Trade Receivables | 769 | 7,035 | (6,266) | -89.1% | | Cash and Cash Equivalents | 8,685 | 7,626 | 1,059 | 13.9% | | Total Current Liabilities | 22,830 | 21,182 | 1,648 | 7.8% | | Net Current Assets | 15,773 | 23,912 | (8,139) | -34.0% | | Net Assets | 68,095 | 77,271 | (9,176) | -11.9% | | Total Equity | 68,095 | 77,271 | (9,176) | -11.9% | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners of the company decreased due to loss for the period and total other comprehensive loss, and non-controlling interests also declined, leading to a reduction in total equity Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Equity Attributable to Owners of the Company at January 1 | 98,949 | 134,192 | | Loss for the Period (Attributable to Owners of the Company) | (8,377) | (10,140) | | Other Comprehensive Income / (Loss) for the Period (Attributable to Owners of the Company) | 2,608 | (2,623) | | Equity Attributable to Owners of the Company at June 30 | 93,180 | 121,429 | | Total Equity at June 30 | 68,095 | 103,038 | Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, operating activities generated a net cash inflow of 241 thousand HKD, a significant improvement from the prior year, while cash outflow from investing activities slightly increased, and cash and cash equivalents at period-end grew Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Net Cash Flows From Operating Activities | 241 | (7,869) | 8,110 | | Net Cash Flows Used in Investing Activities | (33) | (6) | (27) | | Net Increase / (Decrease) in Cash and Cash Equivalents | 208 | (7,875) | 8,083 | | Cash and Cash Equivalents at End of Reporting Period | 8,685 | 18,923 | (10,238) | Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements 1. General Information The company was incorporated in the Cayman Islands, later re-domiciled in Bermuda, and its shares are listed on GEM of the Hong Kong Stock Exchange, primarily engaged in investment holding, with the group mainly providing artist management services and investing in film, television programs, and online content - The company has been listed on GEM of the Hong Kong Stock Exchange since March 26, 2002[12] - The Group's principal businesses include artist management services and investment in film, television programs, and online content[12] 2. Basis of Preparation The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the GEM Listing Rules, presented in HKD, and should be read in conjunction with the annual financial statements - The interim financial statements comply with Hong Kong Accounting Standard 34 and the disclosure requirements of the GEM Listing Rules[13] - All values are presented in Hong Kong Dollars and rounded to the nearest thousand[13] 3. Application of New and Revised Hong Kong Financial Reporting Standards The accounting policies used in these interim financial statements are consistent with those of the previous year, and the new and revised Hong Kong Financial Reporting Standards have no significant impact on the interim financial statements - The application of new and revised Hong Kong Financial Reporting Standards has no significant impact on the interim financial statements[15] 4. Segment Information The Group has three reportable operating segments: artist management, film/television programs/online content, and new media; for the six months ended June 30, 2025, new media business revenue significantly increased, while film, television programs, and online content business revenue substantially decreased - The Group has three reportable operating segments: artist management, film/television programs/online content, and new media[17] Segment Revenue and Results (For the six months ended June 30) | Segment | 2025 Revenue (thousand HKD) | 2024 Revenue (thousand HKD) | Revenue Change Rate | 2025 Results (thousand HKD) | 2024 Results (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | | Artist Management | 105 | 205 | -48.8% | (6) | 628 | | Film, Television Programs and Online Content | 397 | 3,569 | -88.9% | (9,181) | (4,840) | | New Media Business | 1,643 | 884 | 85.9% | (334) | (3,683) | | Total | 2,145 | 4,658 | -54.0% | (9,521) | (7,895) | - All revenue from external customers is derived from Mainland China[20] 5. Revenue For the six months ended June 30, 2025, new media business revenue significantly increased by 1,643 thousand HKD, becoming the primary source of income, while revenue from television and online programs, distribution agency services, and artist management all decreased Revenue Breakdown (For the six months ended June 30) | Business Type | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | New Media Business | 1,643 | 884 | 759 | 85.9% | | Television and Online Programs | 396 | 2,713 | (2,317) | -85.4% | | Distribution Agency Services | – | 855 | (855) | -100.0% | | Artist Management | 105 | 205 | (100) | -48.8% | | Total | 2,145 | 4,658 | (2,513) | -54.0% | 6. Other Income and Gains / (Losses) For the six months ended June 30, 2025, total other income and gains amounted to 1,856 thousand HKD, a decrease from the prior year, mainly due to the absence of film investment income, though rental income maintained stable growth Other Income and Gains Breakdown (For the six months ended June 30) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Film Investment Income | – | 1,039 | (1,039) | | Interest Income | 6 | 39 | (33) | | Rental Income | 1,077 | 1,037 | 40 | | Other Gains | 778 | 1,195 | (417) | | Total | 1,856 | 3,320 | (1,464) | 7. Loss Before Tax For the six months ended June 30, 2025, loss before tax was 11,139 thousand HKD, a narrowing from the prior year, with major expenses including depreciation and staff costs (salaries and allowances, pension scheme contributions) Loss Before Tax Components (For the six months ended June 30) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Depreciation of Property, Plant and Equipment | 2,556 | 2,683 | (127) | | Staff Costs (including directors' emoluments) | 8,060 | 8,562 | (502) | | - Salaries and Allowances | 7,576 | 8,067 | (491) | | - Pension Scheme Contributions | 484 | 495 | (11) | 8. Income Tax Expense No provision for income tax expense was made for the period as the Group generated no assessable profits or had assessable profits fully absorbed by carried forward tax losses in Hong Kong, Korea, and China - No provision for income tax expense was made for the period, as the Group had no assessable profits or they were offset by tax losses in Hong Kong, Korea, and China[24] 9. Loss Per Share Attributable to Ordinary Equity Holders of the Company For the six months ended June 30, 2025, basic and diluted loss per share was 0.20 HK cents, a narrowing from 0.24 HK cents in the prior year, mainly due to a decrease in loss attributable to owners of the company Loss Per Share (For the six months ended June 30) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Loss Attributable to Ordinary Equity Holders of the Company | 8,377 thousand HKD | 10,140 thousand HKD | (1,763) thousand HKD | | Weighted Average Number of Issued Shares | 4,209,130,000 shares | 4,209,130,000 shares | – | | Basic and Diluted Loss Per Share | (0.20) HK cents | (0.24) HK cents | 0.04 HK cents | - Share options and preference shares had an anti-dilutive effect on basic loss per share, thus no conversion was assumed for diluted loss per share calculation[25] 10. Trade Receivables As of June 30, 2025, the balance of trade receivables significantly decreased to 769 thousand HKD, an 89.1% decline from 7,035 thousand HKD as of December 31, 2024, indicating improved trade receivables management Ageing Analysis of Trade Receivables (As of reporting period end) | Ageing | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Within 1 year | 769 | 7,035 | (6,266) | -89.1% | | Total | 769 | 7,035 | (6,266) | -89.1% | - The Group implements strict control over unpaid trade receivables, with a credit period generally ranging from 6 months to 1 year[26] 11. Film Rights and Films and Television Programs in Progress As of June 30, 2025, the balance of film rights and films and television programs in progress was 14,638 thousand HKD, a slight decrease from 15,940 thousand HKD as of December 31, 2024, with no impairment indicators identified or impairment losses recognized during the period Balance of Film Rights and Films and Television Programs in Progress | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Film Rights and Films and Television Programs in Progress | 14,638 | 15,940 | (1,302) | - No impairment indicators were identified for film rights and films and television programs in progress during the period, and no impairment losses were recognized[28] 12. Trade Payables As of June 30, 2025, trade payables amounted to 343 thousand HKD, a decrease from 427 thousand HKD as of December 31, 2024, with all trade payables due within 1 year Ageing Analysis of Trade Payables (As of reporting period end) | Ageing | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Within 1 year | 343 | 427 | (84) | | Total | 343 | 427 | (84) | 13. Share Capital As of June 30, 2025, the company's issued and fully paid ordinary shares numbered 4,209,130 thousand, with share capital of 42,090 thousand HKD, remaining unchanged from December 31, 2024 Share Capital Composition (As of reporting period end) | Share Type | June 30, 2025 (thousand shares) | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand shares) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | | Ordinary Shares of HKD0.01 each | 4,209,130 | 42,090 | 4,209,130 | 42,090 | 14. Fair Value Measurement The Board believes that the carrying amounts of the Group's financial instruments approximate their fair values at the end of the reporting period - The carrying amounts of the Group's financial instruments are similar to their fair values[31] 15. Commitments As of June 30, 2025, the Group's contracted but not yet provided commitments primarily relate to film rights and films and television programs in progress, totaling 45,741 thousand HKD, a slight increase from the end of last year Contracted but Not Yet Provided Commitments (As of reporting period end) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Film Rights and Films and Television Programs in Progress | 45,741 | 45,060 | 681 | 16. Significant Related Parties and Related Party Transactions For the six months ended June 30, 2025, total remuneration for key management personnel was 1,069 thousand HKD, largely consistent with the prior year Key Management Personnel Remuneration (For the six months ended June 30) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Salaries and Allowances | 1,006 | 996 | 10 | | Pension Scheme Contributions | 66 | 73 | (7) | | Total | 1,069 | 1,072 | (3) | Management Discussion and Analysis This section offers insights into the Group's financial performance, business operations, and future outlook Interim Dividend The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the first half of 2025[34] Financial Review For the six months ended June 30, 2025, the Group's revenue decreased by 54.0% year-on-year to 2,145 thousand HKD, mainly due to a decline in film, television programs, and online content business revenue; both cost of sales and administrative expenses decreased, and loss attributable to owners of the company narrowed Key Financial Review Data (For the six months ended June 30) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 2,145 | 4,658 | -54.0% | | Cost of Sales | 1,293 | 3,950 | -67.3% | | Administrative Expenses | 13,847 | 16,363 | -15.4% | | Loss for the Period Attributable to Owners of the Company | 8,377 | 10,140 | -17.4% | - The decrease in revenue was primarily due to reduced revenue from the film, television programs, and online content business[35] Business Review The Group adopts a cautious investment strategy in film, television programs, and online content, actively exploring re-distribution opportunities for existing works; artist management continues to discover potential artists; music business has accumulated a large number of copyrights and initiated agency distribution, while exploring a self-publishing model for independent musicians; new media business, centered on the Amber APP, integrates Web3.0 and AIGC technologies, achieving significant collaborations and breakthroughs in music, cultural tourism, and membership services, and plans to build a decentralized short video copyright trading platform Film, Television Programs and Online Content This segment's revenue significantly decreased; the Group maintains a cautious approach to online film investment, shifting towards re-distribution of existing works and overseas pre-sales. The theatrical film market is polarized, and the Group's invested comedy film "Moonlight Before the Window, Bang!" underperformed expectations, but a sequel "Diary of Prosperity 2" is planned for production. Leveraging its licensing advantages, the Group will explore customized content for online platforms and actively deploy a decentralized short video copyright trading platform Film, Television Programs and Online Content Segment Revenue (For the six months ended June 30) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Segment Revenue | 397 | 3,569 | -88.9% | - The Chinese online film market is facing a bottleneck, with only 3 new films exceeding ten million in revenue in the first half, and total and average box office significantly decreased[40] - The Group continued a cautious investment strategy in online films during the first half, actively promoting multi-round distribution of historical projects "Tibetan Raiders" on CCTV6 and "See the Strange" overseas, effectively improving fund recovery rates[41] - The Group's co-invested comedy film "Moonlight Before the Window, Bang!" achieved a final box office of nearly 40 million HKD, lower than expected due to market competition and other factors[43] - The sequel comedy film "Diary of Prosperity 2" is expected to start production in November 2025 and be released in 2026, aiming for the theatrical film market[43] - The Group plans to leverage blockchain technology to build a decentralized short video copyright trading platform, addressing traditional copyright transaction pain points through fragmentation, rights confirmation, and tokenization[45] Artist Management Artist management segment revenue decreased; the Group will continue to discover potential artists, collaborate with management teams, and leverage its resource advantages, combined with new media business, to create income streams and increase exposure opportunities for artists Artist Management Segment Revenue (For the six months ended June 30) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Segment Revenue | 105 | 205 | -48.8% | - The Group will leverage its resource advantages and integrate various business segments to create income streams and increase exposure opportunities for artists[46] Music Lajin Music has accumulated a large number of original music copyrights and built a complete promotion and distribution channel, collaborating with mainstream domestic and international music platforms. Despite monetization efforts, impairment losses were recognized due to recoverable amounts being lower than costs. The Group is building a "self-publishing" one-stop service business model for original independent musicians, relying on its new media business - Lajin Music has accumulated a large number of high-quality original music copyrights and fully launched its music copyright agency distribution business, collaborating with mainstream domestic music platforms and radio stations[47] - Management has made corresponding impairment due to the recoverable amount of music copyrights being lower than cost[47] - The Group is building a "self-publishing" one-stop service business model specifically for original independent musicians, addressing issues such as creation, publishing, copyright, and revenue[48] New Media Business New media business revenue significantly increased, centered on the Amber APP, integrating Web3.0, AIGC, blockchain, and other technologies to provide creators with a self-publishing experience. The Amber PASS card product achieved significant breakthroughs in music, cultural tourism, and membership services, including strategic cooperation with Alipay, trial operation at tourist attractions like Badaling Great Wall, negotiations for cooperation with major cities, and expansion of personalized membership services New Media Business Segment Revenue (For the six months ended June 30) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Segment Revenue | 1,643 | 884 | 85.9% | - The Group invested resources to build the Amber APP, integrating blockchain, AIGC, digital watermarking, NFC, AR, and other technologies to explore a new business model of "creator economy + musician self-publishing + music trendy play"[49] - Amber APP provides original musicians with 100% copyright autonomy, offering official blockchain notarization and ISRC certification through cooperation with China Copyright Chain Company[49] - The new media business achieved significant collaborations and breakthroughs in cultural tourism and membership services in the first half of 2025[50] - Strategic cooperation with Alipay was established to jointly develop cultural tourism projects and promote the cultural tourism PASS card, with Alipay providing technical support for developing the "ticket stub" economy[50] - The cultural tourism PASS card was trial-operated at Badaling Great Wall in May 2025 and transitioned to a "to B" business model, where operators purchase and sell it[53] - The cultural tourism PASS card has been issued and sold in other national-level scenic spots and popular museums, and reported by CCTV News Channel[54] - The Group is negotiating strategic cooperation with major cities like Xi'an to extensively promote the PASS card and stimulate local consumption[56] - PASS card applications have expanded to personalized membership services, with contracts signed for medical systems and online consumption platform membership management systems, and negotiations for designing VR/AR promotional PASS cards for property developers[57] Events After Reporting Period No significant events occurred after the balance sheet date - No significant events occurred after the reporting period[58] Liquidity and Financial Resources As of June 30, 2025, the Group's total assets were approximately 129,830 thousand HKD, and cash and cash equivalents increased to 8,685 thousand HKD; the Group primarily funds its operations through proceeds from fundraising activities Liquidity and Financial Resources (As of reporting period end) | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Total Assets | 129,830 | 136,262 | (6,432) | | Cash and Cash Equivalents | 8,685 | 7,626 | 1,059 | - The Group funds its operations primarily through proceeds from fundraising activities[59] Capital Structure As of the date of this report, the company has a total of 4,209,131,046 ordinary shares issued - The company has a total of 4,209,131,046 ordinary shares issued[60] Gearing Ratio As of June 30, 2025, the gearing ratio was approximately 66.3%, an increase from 59.6% as of December 31, 2024 Gearing Ratio | Indicator | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing Ratio | 66.3% | 59.6% | 6.7% | Pledge of the Group's Assets As of June 30, 2025, the Group had no pledge of any assets - The Group had no pledge of any assets at the end of the reporting period[62] Foreign Exchange Risk The majority of the Group's revenue and expenses are denominated in RMB, and currently, no foreign currency derivative instruments are used to hedge foreign exchange risk, but management closely monitors and will consider hedging when necessary - The majority of the Group's revenue and expenses are denominated in RMB, and no foreign currency derivative instruments are used to hedge foreign exchange risk[63] Commitments As of June 30, 2025, the Group's capital commitments were approximately 45,741 thousand HKD, a slight increase from the end of last year Capital Commitments (As of reporting period end) | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Capital Commitments | 45,741 | 45,060 | 681 | Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities at the end of the reporting period[65] Employees As of June 30, 2025, the Group had a total of 54 employees, with 50 in China and 4 in Hong Kong; employee remuneration is assessed based on responsibilities, performance, experience, and industry practices Number of Employees | Region | Number of Employees | | :--- | :--- | | China | 50 | | Hong Kong | 4 | | Total | 54 | Material Investments For the period ended June 30, 2025, the Group held no material investments - The Group held no material investments during the reporting period[67] Share Option Scheme The company adopted a new share option scheme in June 2024, valid for 10 years; as of June 30, 2025, there were no outstanding share options - The company adopted a new share option scheme on June 21, 2024, valid until June 2034[68] - As of June 30, 2025, there were no outstanding share options[69] Arrangement to Purchase Shares or Debentures Except for the share option scheme and employee incentive scheme, neither the company nor its subsidiaries entered into any arrangements during the reporting period that would enable directors and chief executives to benefit from purchasing shares or debentures of the company or any other body corporate - During the reporting period, neither the company nor its subsidiaries entered into any arrangements that would enable directors and chief executives to benefit from purchasing shares or debentures[70] Other Information This section includes details on major shareholders, directors' interests, corporate governance, and other statutory disclosures Major Shareholders As of June 30, 2025, Jiaxuan Group Co., Ltd., CITIC Group Corporation, and First Charm Investments Limited were the company's major shareholders, holding 47.10%, 10.93%, and 7.40% of the issued share capital respectively Major Shareholders' Shareholding (As of June 30, 2025) | Major Shareholder Name | Capacity | Interests in Shares (shares) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Jiaxuan Group Co., Ltd. | Beneficial Owner | 1,982,561,725 | 47.10% | | Pengjian Investment Holdings Limited | Interest of Controlled Corporation | 1,982,561,725 | 47.10% | | Mr. Huang Guangyu | Interest of Controlled Corporation | 1,982,561,725 | 47.10% | | Weihao Global Holdings Limited | Interest of Controlled Corporation | 1,982,561,725 | 47.10% | | Mr. Xu Zhongmin | Interest of Controlled Corporation | 1,982,561,725 | 47.10% | | CITIC Group Corporation | Interest of Controlled Corporation | 459,934,954 | 10.93% | | CITIC Limited | Interest of Controlled Corporation | 459,934,954 | 10.93% | | Famous Peak Investments Limited | Beneficial Owner | 459,934,954 | 10.93% | | First Charm Investments Limited | Beneficial Owner | 311,545,414 | 7.40% | | Mr. Ko Chun Shun, Johnson | Interest of Controlled Corporation | 311,545,414 | 7.40% | Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations As of June 30, 2025, no directors, chief executives, or their associates held any interests or short positions in the shares, underlying shares, or debentures of the company or any of its associated corporations - As of June 30, 2025, no directors, chief executives, or their associates held any interests or short positions in the company's or its associated corporations' shares, underlying shares, or debentures[73] Competing Interests As of June 30, 2025, none of the directors, major shareholders, or their respective associates had any interests in any business that competes or is likely to compete with the Group's business - As of June 30, 2025, none of the directors, major shareholders, or their associates had any competing interests with the Group's business[74] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities[76] Corporate Governance Practices The company generally complied with the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules during the reporting period, but there were three deviations concerning the distinction between the roles of Chairman and Chief Executive, designated terms for non-executive directors, and attendance of non-executive directors at general meetings - The company generally complied with the Corporate Governance Code, but there were three deviations: distinction between Chairman and Chief Executive roles, designated terms for non-executive directors, and non-executive directors' attendance at general meetings[77] - The positions of Chairman and Chief Executive remain vacant, and the company is seeking suitable candidates[78] - Non-executive directors do not have designated terms, but are subject to retirement by rotation and eligible for re-election in accordance with the company's articles of association[79] - Certain non-executive directors and independent non-executive directors were unable to attend general meetings due to other business commitments[80] Code for Securities Transactions by Directors The company has adopted a code for directors' securities transactions no less stringent than the GEM Listing Rules, and all directors confirmed compliance with the code and required standards of dealing - The company has adopted a code for directors' securities transactions, and all directors confirmed compliance[81] Audit Committee The Audit Committee, comprising three members, is responsible for reviewing annual reports, financial statements, and interim reports, and providing advice and oversight on financial reporting and internal control procedures; the committee has reviewed this interim report and results - The Audit Committee consists of three members and is responsible for reviewing financial statements, internal controls, and financial reporting matters[83] - The Audit Committee has reviewed the interim report and results for the six months ended June 30, 2025[83]