港银控股(08162) - 2025 - 中期业绩

Company Information Company Profile and Disclaimer Loco Hong Kong Holdings Limited (8162), a GEM-listed investment holding company, presents its interim results, including GEM-mandated investment risk disclaimers - Company name is Loco Hong Kong Holdings Limited (Stock Code: 8162), incorporated in Hong Kong, with shares listed on GEM of the Stock Exchange[2][4][13] - This announcement is for the interim results for the six months ended June 30, 2025[3] - The announcement includes disclaimers required by GEM Listing Rules, emphasizing the higher investment risks associated with GEM companies[1][4] Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For H1 2025, Group revenue grew 20.3% to HKD 10,166.1 million, with profit surging 264.5% to HKD 17.4 million, driven by metals business Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the Six Months Ended June 30) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Growth (%) | | :--- | :--- | :--- | :--- | | Revenue | 10,166,072 | 8,451,583 | 20.3% | | Other income | 3,396 | 30 | 11220.0% | | Profit before income tax expense | 24,729 | 9,411 | 162.8% | | Income tax expense | (7,351) | (4,643) | 58.3% | | Profit for the period | 17,378 | 4,768 | 264.5% | | Profit for the period attributable to owners of the Company | 17,378 | 4,768 | 264.5% | | Exchange differences arising from translation of foreign operations | 2,150 | (1,058) | N/A | | Total comprehensive income for the period | 19,528 | 3,710 | 426.4% | | Basic and diluted earnings per share (HK Cents) | 1.78 | 0.58 | 206.9% | - Revenue primarily derived from sales of metals, amounting to HKD 10,150,481 thousand in H1 2025, with education management services revenue at HKD 15,591 thousand[6] - Staff costs increased slightly from HKD 5,984 thousand in 2024 to HKD 6,215 thousand in 2025[6] Condensed Consolidated Statement of Financial Position As of June 30, 2025, total assets and net assets significantly increased, driven by higher trade receivables and cash and cash equivalents Condensed Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | | | | | Property, plant and equipment | 2,885 | 3,441 | -16.2% | | Right-of-use assets | 4,339 | 4,421 | -1.8% | | Current Assets | | | | | Inventories | 338 | 291 | 16.2% | | Trade and other receivables and prepayments | 2,806,551 | 937,010 | 199.5% | | Cash and cash equivalents | 333,934 | 21,263 | 1470.5% | | Current Liabilities | | | | | Trade and other payables and accrued charges | 2,958,134 | 823,602 | 259.2% | | Loans | – | 26,052 | -100.0% | | Contract liabilities | – | 28,249 | -100.0% | | Net current assets | 165,940 | 67,154 | 147.1% | | Net assets | 168,726 | 70,375 | 139.8% | | Share capital | 267,171 | 188,348 | 41.8% | - Trade and other receivables and prepayments significantly increased from HKD 937,010 thousand as of December 31, 2024, to HKD 2,806,551 thousand as of June 30, 2025[8] - Cash and cash equivalents significantly increased from HKD 21,263 thousand as of December 31, 2024, to HKD 333,934 thousand as of June 30, 2025[8] Condensed Consolidated Statement of Changes in Equity As of June 30, 2025, equity attributable to owners significantly increased due to profit, foreign exchange gains, and new share placings Condensed Consolidated Statement of Changes in Equity Key Data (As of June 30) | Indicator | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 168,726 | 43,674 | 286.3% | | Share capital | 267,171 | 188,348 | 41.8% | | Accumulated losses | (103,262) | (145,859) | -29.2% | | Profit for the period | 17,378 | 4,768 | 264.5% | | Exchange differences arising from translation of foreign operations | 2,150 | (1,058) | N/A | | Issue of new shares by way of placing | 79,623 | – | N/A | | Transaction costs attributable to issue of shares | (800) | – | N/A | - Share capital increased from HKD 188,348 thousand as of January 1, 2024, to HKD 267,171 thousand as of June 30, 2025, primarily due to the issue of new shares by way of placing[10] - Accumulated losses decreased from HKD (150,627) thousand as of January 1, 2024, to HKD (103,262) thousand as of June 30, 2025[10] Condensed Consolidated Statement of Cash Flows For H1 2025, net cash from operating activities turned positive, investing cash flow slightly rose, and financing cash flow remained stable, leading to a substantial increase in period-end cash Condensed Consolidated Statement of Cash Flows Key Data (For the Six Months Ended June 30) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Profit before income tax | 24,729 | 9,411 | 15,318 | | Net cash generated from / (used in) operating activities | 261,095 | (4,199) | 265,294 | | Net cash generated from investing activities | 756 | 11 | 745 | | Net cash generated from financing activities | 51,315 | 54,802 | (3,487) | | Net increase in cash and cash equivalents | 313,166 | 50,614 | 262,552 | | Cash and cash equivalents at end of period | 333,934 | 66,987 | 266,947 | - Net cash generated from operating activities significantly turned from HKD (4,199) thousand in H1 2024 to HKD 261,095 thousand in H1 2025, mainly due to the net effect of increased trade and other payables and increased trade and other receivables[11] - Net cash generated from financing activities included net proceeds from placing of new shares of HKD 79,623 thousand and repayment of loans of HKD 26,052 thousand[12] Notes to the Financial Statements General Information The Group operates in metals, education management, and money lending, with unaudited interim financial statements in HKD thousands approved on August 29, 2025 - The Company is an investment holding company, with principal businesses including metals business, education management services business, and money lending services business[13] - The financial statements are presented in HKD thousands and were approved and authorized for issue by the directors on August 29, 2025[13] Basis of Preparation and Accounting Policies Financial statements adhere to HKAS 34 and GEM Listing Rules, maintaining consistent accounting policies with 2024, with no material impact from new standards - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the GEM Listing Rules[14] - The accounting policies used are consistent with those applied in the 2024 annual financial statements, and new or revised Hong Kong Financial Reporting Standards have no material impact on these interim financial statements[14] - The financial statements are unaudited but have been reviewed by the Company's Audit Committee[15] Use of Judgements and Estimates Significant management judgements and estimation uncertainties in these interim financial statements are consistent with the 2024 annual financial statements - The significant judgements made by management in applying the accounting policies and the key sources of estimation uncertainty are the same as those applied in the 2024 annual financial statements[16] Segment Information The Group segments its operations into metals, education management, and money lending, each independently managed with distinct products and strategies - The Group's operations are segmented into metals business, education management services, and money lending services as three reportable segments based on business scope[17][18] - Each segment is managed separately due to offering different products and business strategies[17] Overview of Business Segments Business segments include metals sales, education management, and money lending, with metals and education services as primary revenue drivers - The metals business primarily involves the sale of metals[18] - Education management services primarily involve the provision of education management services[18] - Money lending services primarily involve the provision of money lending services[18] Segment Results H1 2025 saw significant revenue and profit growth in metals, steady growth in education management, and no revenue from money lending Reportable Segment Revenue and Profit / (Loss) (For the Six Months Ended June 30) | Segment | 2025 Revenue (HKD Thousand) | 2024 Revenue (HKD Thousand) | Revenue Growth (%) | 2025 Profit/(Loss) (HKD Thousand) | 2024 Profit/(Loss) (HKD Thousand) | Profit Growth (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Metals Business | 10,150,481 | 8,437,963 | 20.3% | 22,325 | 12,285 | 81.7% | | Education Management Services | 15,591 | 13,620 | 14.5% | 12,249 | 9,895 | 23.8% | | Money Lending Services | – | – | N/A | (75) | (73) | 2.7% | | Total | 10,166,072 | 8,451,583 | 20.3% | 34,499 | 22,107 | 56.0% | - The metals business is the Group's primary revenue and profit contributor, with H1 2025 revenue reaching HKD 10,150.5 million and segment profit of HKD 22.3 million[20] - Unallocated corporate expenses decreased from HKD 8,102 thousand in 2024 to HKD 4,526 thousand in 2025[24] Disaggregation of Revenue Revenue primarily from metals in Singapore and Hong Kong, and education services in Mainland China, recognized at a point in time or over time Revenue Disaggregated by Major Geographical Markets (For the Six Months Ended June 30) | Region | 2025 Metals Business (HKD Thousand) | 2025 Education Management Services (HKD Thousand) | 2024 Metals Business (HKD Thousand) | 2024 Education Management Services (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 2,165,271 | – | 1,050,711 | – | | Mainland China | 6,345 | 15,591 | 7,859 | 13,620 | | Singapore | 7,866,890 | – | 7,272,448 | – | | United Kingdom | 111,975 | – | 106,945 | – | Revenue Disaggregated by Timing of Recognition (For the Six Months Ended June 30) | Timing of Revenue Recognition | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Control transferred over time | 15,591 | 13,620 | | Control transferred at a point in time | 10,150,481 | 8,437,963 | - Singapore is the largest revenue source for the metals business, contributing HKD 7,866.9 million in H1 2025[25] Finance Costs For H1 2025, Group finance costs significantly decreased, primarily due to a substantial reduction in loan interest expenses Finance Costs Composition (For the Six Months Ended June 30) | Category | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Loan interest expense | 38 | 285 | -86.7% | | Interest expense on lease liabilities | 93 | 128 | -27.3% | | Total | 131 | 413 | -68.3% | - Loan interest expense significantly decreased from HKD 285 thousand in 2024 to HKD 38 thousand in 2025[27] Income Tax Expense For H1 2025, income tax expense increased due to higher current and deferred tax, with stable tax rates in Hong Kong and Mainland China Income Tax Expense Composition (For the Six Months Ended June 30) | Category | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Current tax | 6,886 | 4,643 | 48.3% | | Deferred tax | 465 | – | N/A | | Income Tax Expense | 7,351 | 4,643 | 58.3% | - Hong Kong income tax rate is 16.5% (with 8.25% for the first HKD 2 million), and Mainland China subsidiaries' tax rate is 25%, both consistent with the prior period[29] Dividends The Board does not recommend any dividend payment for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (2024: nil)[30] Earnings Per Share For H1 2025, basic and diluted earnings per share significantly increased to 1.78 HK cents, driven by higher profit attributable to owners Earnings Per Share Data (For the Six Months Ended June 30) | Indicator | 2025 (HKD Thousand/Thousand Shares/HK Cents) | 2024 (HKD Thousand/Thousand Shares/HK Cents) | Change (%) | | :--- | :--- | :--- | :--- | | Profit attributable to owners of the Company | 17,378 | 4,768 | 264.5% | | Weighted average number of ordinary shares (Thousand Shares) | 974,206 | 829,404 | 17.5% | | Basic and diluted earnings per share (HK Cents) | 1.78 | 0.58 | 206.9% | - In H1 2025, diluted earnings per share were the same as basic earnings per share due to the absence of dilutive shares issued[31] Trade and Other Receivables and Prepayments As of June 30, 2025, net trade receivables substantially increased, mainly in the 0-30 day aging category, reflecting business growth Trade and Other Receivables and Prepayments (As of June 30) | Category | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables – net | 2,697,083 | 868,108 | 210.7% | | Other receivables and deposits – net | 69,434 | 27,035 | 156.8% | | Prepayments | 40,034 | 41,867 | -4.4% | | Total | 2,806,551 | 937,010 | 199.5% | Trade Receivables Aging Analysis (As of June 30) | Aging | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 2,648,686 | 859,777 | | 31 to 90 days | 48,397 | 7,082 | | 91 to 180 days | – | 1,249 | - Credit terms granted to customers generally range from 1 to 3 months[33] Trade and Other Payables and Accrued Charges As of June 30, 2025, trade and other payables and accrued charges significantly increased, mainly in the 0-60 day aging category, consistent with business growth Trade and Other Payables and Accrued Charges (As of June 30) | Category | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 2,945,424 | 818,541 | 260.0% | | Other payables and accrued charges | 12,710 | 5,061 | 151.1% | | Total | 2,958,134 | 823,602 | 259.2% | Trade Payables Aging Analysis (As of June 30) | Aging | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | | :--- | :--- | :--- | | 0 to 60 days | 2,945,424 | 818,541 | - Credit terms for purchases of goods generally range from 1 to 3 months[35] Related Party Transactions For H1 2025, the Group had no material related party transactions other than key management personnel remuneration - The Group had no other material related party transactions during this reporting period[42] Key Management Personnel Remuneration (For the Six Months Ended June 30) | Category | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Salaries and short-term employee benefits | 3,474 | 2,904 | 19.6% | | Pension scheme contributions | 36 | 36 | 0.0% | | Total | 3,510 | 2,940 | 19.4% | Financial Instruments The Group's financial instruments, including cash, receivables, payables, and loans, have carrying amounts approximating fair values due to their short-term nature - The carrying amounts of financial instruments not measured at fair value approximate their fair values due to their short-term nature[39][41] - Fair values of financial assets and liabilities are determined using market quotations or discounted cash flow analysis[43] Management Discussion and Analysis Business Review In H1 2025, the Group achieved significant operating revenue and net profit growth by focusing on its core metals business and deepening customer cooperation - The Group's principal businesses (metals business and education management services business) continued to grow steadily[44] - Despite global economic challenges, strategic emerging industries in China, such as new energy vehicles and photovoltaic equipment, provide structural support for demand for special metals[44] - The Group adhered to a "seeking progress while maintaining stability" strategy, focusing on the metals business, deepening cooperation with domestic and international customers, strengthening bargaining power, and improving mechanisms to respond to price fluctuations[44] Overall Financial Performance (For the Six Months Ended June 30) | Indicator | 2025 (HKD Million) | 2024 (HKD Million) | Growth (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 10,166.1 | 8,451.6 | 20.3% | | Net Profit | 17.4 | 4.8 | 262.5% | Metals Business The core metals business achieved significant revenue and profit growth in H1 2025, driven by global trade recovery, market opportunities, and product/customer expansion - The metals business is the Group's core segment, encompassing bulk metal commodities and metal consumer goods[45] - The Group has established a solid cooperation network with large state-owned enterprises, major integrated key enterprises in Mainland China, and international enterprises[45] Metals Business Segment Performance (For the Six Months Ended June 30) | Indicator | 2025 (HKD Million) | 2024 (HKD Million) | Growth (%) | | :--- | :--- | :--- | :--- | | Segment Revenue | 10,150.5 | 8,438.0 | 20.3% | | Segment Profit | 22.3 | 12.3 | 81.7% | Product Scope The metals business covers raw materials and consumer goods, with continuous market review to enrich product scope and diversify business - The metals business primarily supplies raw materials such as copper, aluminum, nickel, and iron ore, as well as metal consumer goods[47] - The Group will continuously review market conditions, upgrade business scale, enrich product scope, and promote business diversification[47] Market Outlook, Development Plans and Strategies The metals business has an optimistic outlook, driven by China's manufacturing and new energy demand; the Group will focus on transparent, risk-controlled commodities and expand state-owned enterprise cooperation - China's domestic manufacturing upgrades and new energy industries continue to drive demand in the metals sector, providing long-term support for the metals business development[48] - The Group will continue to focus on bulk metal commodities and metal consumer goods with relatively transparent international and domestic market prices and controllable risks[49] - The Group will continue to expand cooperation with large state-owned and major integrated key enterprise customers, adhering to the "seeking progress while maintaining stability" strategy[49] Education Management Services Business Education management services maintained steady development since 2019, with H1 2025 revenue growth of 14.7%, focusing on arts, sports, and humanities education with stable clients - The education management services business has performed well and maintained steady development since its launch in 2019[50] - The business focuses on areas encouraged by national education policies, such as arts and sports education and humanities quality education[50] Education Management Services Business Revenue (For the Six Months Ended June 30) | Indicator | 2025 (HKD Million) | 2024 (HKD Million) | Growth (%) | | :--- | :--- | :--- | :--- | | Segment Revenue | 15.6 | 13.6 | 14.7% | Key Customers Education management services serve 9 institutions in Chengdu, including arts/sports training, kindergartens, humanities education, and educational material distributors - Services are primarily provided to 9 educational institutions in Chengdu, Sichuan Province, Mainland China[51] - Customers include arts and sports education training institutions, kindergartens, humanities and nature experience education providers, and educational material and book distributors[51] Market Outlook, Development Plans and Strategies Chengdu's education market offers potential; the Group's education services aim for stable development by adapting to policy changes and optimizing content, addressing uncertainties - Chengdu's education market has significant potential, and the Group will strive to maintain healthy and stable development by closely following policy adjustments and optimizing service content[52] - The business faces uncertainties from national education policy changes and reforms but has provided services to 9 education-related institutional clients[52] Provision of Money Lending Services Due to increased global economic uncertainty, the Group deemed credit risk-reward in money lending unacceptable, resulting in no revenue from this segment - The Group believes that the credit risk-reward level in money lending services remains unacceptable in the short term[53] - As of June 30, 2025, this business segment recorded no revenue (H1 2024: nil)[53] Overall Financial Performance In H1 2025, total revenue grew 20.3% to HKD 10,166.1 million, and profit surged 262.5% to HKD 17.4 million, driven by revenue growth, other income, and reduced expenses Overall Financial Performance (For the Six Months Ended June 30) | Indicator | 2025 (HKD Million) | 2024 (HKD Million) | Growth (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 10,166.1 | 8,451.6 | 20.3% | | Profit | 17.4 | 4.8 | 262.5% | | Profit attributable to owners of the Company | 17.4 | 4.8 | 262.5% | - The increase in profit is primarily attributable to an increase in total revenue of approximately HKD 1,714.5 million, an increase in other income of approximately HKD 3.4 million, and a decrease in other operating expenses of approximately HKD 2.4 million[56] Capital Structure, Liquidity and Financial Resources As of June 30, 2025, cash and bank balances significantly increased, net current assets improved, current ratio stable, and zero gearing ratio due to no outstanding loans, indicating ample financial resources Capital Structure and Liquidity (As of June 30) | Indicator | June 30, 2025 (HKD Million) | December 31, 2024 (HKD Million) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and bank balances | 333.9 | 21.3 | 1470.5% | | Net current assets | 165.9 | 67.2 | 147.1% | | Current ratio | 1.1 times | 1.1 times | 0.0% | | Outstanding loans | – | 26.1 | -100.0% | | Gearing ratio | Nil | 12.1% | -100.0% | - The increase in cash and bank balances is mainly attributable to profit for the period, an increase in trade and other payables, and net proceeds from the issue of shares[55] - The Group has no outstanding loans and has not been granted any bank facilities, with directors considering financial resources to be adequate[57] Material Investments, Acquisitions and Disposals For H1 2025, the Group had no material investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures - The Group had no material investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during this reporting period[62] Placing of New Shares Under General Mandate On January 24, 2025, the Company completed a placing of 165.88 million shares, raising HKD 78.82 million net, used for shareholder loan repayment and metals business development - The Company completed the placing of 165,880,800 ordinary shares at a placing price of HKD 0.48 per share on January 24, 2025[63] - The net proceeds from the placing, approximately HKD 78.82 million, were fully utilized for repayment of shareholder loans (HKD 26.052 million) and development of the metals business (HKD 52.771 million)[64] - The placing price represented a discount of approximately 15.79% to the closing price on the date of the placing agreement and approximately 8.4% to the average closing price for the preceding five trading days[64] Capital Commitments and Capital Expenditures As of June 30, 2025, the Group had no material capital commitments or capital expenditures - The Group had no material capital commitments or capital expenditures as of June 30, 2025[64] Foreign Exchange Risk The Group faces USD and RMB foreign exchange risk, but USD transaction risk is deemed not material due to the HKD peg, with no hedging policy but close monitoring - The Group is exposed to foreign exchange risk from USD and RMB, primarily arising from overseas receipts and payments of its Hong Kong subsidiaries[65] - Management considers the currency risk arising from USD transactions not material due to the HKD peg to USD, and currently has no foreign currency hedging policy but will monitor closely[65] Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities, guarantees, or pending litigation or claims - The Group had no material contingent liabilities, guarantees, or any pending litigation or claims as of June 30, 2025[66] Employees and Remuneration Policy As of June 30, 2025, the Group employed 25 staff with HKD 6.2 million in remuneration, regularly reviewing policies and providing benefits, with discretionary share options and bonuses Employee Headcount and Remuneration (For the Six Months Ended June 30) | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Employee Headcount | 25 persons | 24 persons | 4.2% | | Total Employee Remuneration (HKD Million) | 6.2 | 6.0 | 3.3% | - The Group provides employees with salaries, medical benefits, and provident funds, with the Board having discretion to grant share options and bonuses[67] Dividends The Board does not recommend an interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[68] Events After Reporting Period The Group had no material events after the reporting period - The Group had no material events after the reporting period[69] Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Executive Director Mr. Zhang Siyuan held 19.39% of shares via his controlled corporation, with no directors or chief executive holding short positions Directors' and Chief Executive's Long Positions (As of June 30, 2025) | Name | Nature of Interest | Number of Ordinary Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Zhang Siyuan | Interest in a controlled corporation | 192,980,000 | 19.39% | - As of June 30, 2025, no directors or chief executive held short positions in the shares of the Company or its associated corporations[71] - The percentage of shareholding is calculated based on 995,284,800 issued shares[72] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, key substantial shareholders included FIAS (HONG KONG) CO., LIMITED (19.39%), Han Bo (7.64%), and Fortune Way Corporation Limited (6.95%) Substantial Shareholders' Long Positions (As of June 30, 2025) | Name/Entity | Nature of Interest | Number of Ordinary Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | FIAS (HONG KONG) CO., LIMITED | Beneficial owner | 192,980,000 | 19.39% | | Han Bo | Beneficial owner | 76,000,000 | 7.64% | | Fortune Way Corporation Limited | Beneficial owner | 69,188,882 | 6.95% | - FIAS (HONG KONG) CO., LIMITED is wholly owned by Executive Director Mr. Zhang Siyuan[74] Share Option Scheme The Company's share option scheme expired on April 9, 2025, with no options granted, exercised, lapsed, or cancelled during H1 2025 - The last exercise date for share options granted under the share option scheme expired on April 9, 2025[75] - For the six months ended June 30, 2025, no share options were granted, exercised, lapsed, or cancelled[77] - As of June 30, 2025, the remaining term for share options granted on April 10, 2015, under the share option scheme was zero[77] Purchase, Sale or Redemption of the Company's Listed Securities For H1 2025, neither the Company nor its subsidiaries purchased, sold, or redeemed any listed securities, and no treasury shares were held - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[78] - As of June 30, 2025, the Company held no treasury shares[78] Competing Interests For H1 2025, no directors, management, shareholders, or substantial shareholders engaged in competing businesses or had conflicts of interest with the Group - To the best knowledge of the directors, no director, management, shareholder, or substantial shareholder of the Company engaged in any business competing with or having a conflict of interest with the Group's business[79] Corporate Governance For H1 2025, the Company complied with GEM Listing Rules' Corporate Governance Code and adopted a code of conduct for directors' securities transactions - The Company complied with all code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules[80] - The Company adopted a code of conduct for directors' securities transactions, and all directors confirmed compliance[81] Audit Committee The Audit Committee reviews financial reporting, risk management, and internal controls, comprising three independent non-executive directors, with Ms. Wu Liyan as chairperson - The Audit Committee is responsible for reviewing draft annual, interim, and quarterly reports and providing recommendations to the Board[82] - The committee members include three independent non-executive directors: Ms. Wu Liyan (Chairperson), Mr. Yang Zhenhua, and Mr. Tian Yuan[82] - The Audit Committee has reviewed this interim results announcement and the financial statements[83] Remuneration Committee The Remuneration Committee advises the Board on remuneration for executive, senior, and independent non-executive directors, chaired by Ms. Wu Liyan - The primary responsibility of the Remuneration Committee is to advise the Board on the remuneration packages for executive directors, senior management, and independent non-executive directors[84] - The committee members include Mr. Wang Wendong (Executive Director), Ms. Wu Liyan (Chairperson, Independent Non-executive Director), and Mr. Tian Yuan (Independent Non-executive Director)[84] Nomination Committee The Nomination Committee advises on director appointments and succession, ensuring board diversity, and is chaired by Mr. Zhang Siyuan, comprising two executive and three independent non-executive directors - The Nomination Committee is primarily responsible for advising the Board on director appointments and succession planning[85] - The committee strives to ensure a balanced board in terms of skills, experience, and diversity of perspectives[85] - The committee members include Mr. Zhang Siyuan (Chairperson, Executive Director), Mr. Wang Wendong (Executive Director), and three independent non-executive directors[85] Executive Committee The Executive Committee oversees strategic plan formulation and subsidiary operations, comprising three executive directors and one independent non-executive director, chaired by Mr. Zhang Siyuan - The Executive Committee is primarily responsible for overseeing the formulation, revision, and execution of the Company's strategic plans and the operations of its subsidiaries[86] - The committee members include Mr. Zhang Siyuan (Chairperson, Executive Director), Mr. Wang Wendong, Mr. Feng Zhijian (Executive Directors), and Mr. Tian Yuan (Independent Non-executive Director)[86] Changes in Directors' Information Mr. Feng Zhijian was appointed as an independent non-executive director of Huatong Financial Co., Ltd. on March 31, 2025, with no other material changes in directors' information since the 2024 annual report - Mr. Feng Zhijian was appointed as an independent non-executive director of Huatong Financial Co., Ltd. (a NASDAQ-listed company) on March 31, 2025[87] - Other than the above disclosure, there have been no other changes in directors' information since the publication of the 2024 annual report[87]