FIRST CREDIT(08215) - 2025 - 中期业绩

Company Information and Declarations Company Overview and Board Statement First Credit Finance Group Limited announced its unaudited interim results for the six months ended June 30, 2025, with the Board assuming full responsibility for the accuracy and completeness of the announcement - The company announced its unaudited results for the six months ended June 30, 2025[3] - Board members include Executive Directors Ms. Lai Sze Yu and Mr. Tang Sik Chung, and Independent Non-executive Directors Mr. Wong Kin Ning and Mr. Wong Shui Yeung[4] - The Board collectively and individually assumes full responsibility for the information in this announcement, confirming its accuracy, completeness, and absence of misleading or fraudulent content[4] GEM Listing Characteristics and Risk Warnings The GEM market, designed for SMEs, carries higher investment risks, with securities potentially experiencing significant market volatility and no guarantee of high liquidity - The GEM market is positioned for small and medium-sized companies, entailing higher investment risks[5][9] - GEM securities may be subject to significant market volatility and do not guarantee high liquidity[6][9] - Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever[7][9] Unaudited Condensed Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company's revenue slightly increased, but a significant reduction in administrative expenses and impairment losses on loans receivable led to a substantial narrowing of the loss for the period Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | June 30, 2025 (HKD) | June 30, 2024 (HKD) | | :--- | :--- | :--- | | Revenue | 974,512 | 912,469 | | Other income | 67 | 3,518 | | Other losses | (226) | (166,813) | | Administrative expenses | (1,827,187) | (2,619,878) | | Net impairment losses on loans receivable | (1,617,850) | (37,512,734) | | Operating loss | (2,470,684) | (41,751,941) | | Loss before tax | (2,496,685) | (41,804,195) | | Loss for the period attributable to owners of the Company | (2,496,685) | (41,804,195) | | Basic loss per share (HK cents) | (0.07) | (1.15) | - Loss for the period significantly decreased from HKD 41,804,195 in 2024 to HKD 2,496,685 in 2025, primarily due to a substantial reduction in impairment losses on loans receivable[10] - Basic loss per share decreased from 1.15 HK cents in 2024 to 0.07 HK cents in 2025[10] Consolidated Statement of Financial Position As at June 30, 2025, the company's total assets and net assets both decreased, with net current assets and the current ratio also declining, mainly due to a reduction in loans receivable Summary of Consolidated Statement of Financial Position | Metric | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Total non-current assets | 23,527,606 | 23,649,373 | | Total current assets | 14,390,354 | 16,707,585 | | Total current liabilities | 1,415,591 | 1,257,904 | | Net current assets | 12,974,763 | 15,449,681 | | Net assets | 36,502,369 | 39,099,054 | | Total equity | 36,502,369 | 39,099,054 | - Net current assets decreased from HKD 15,449,681 as at December 31, 2024, to HKD 12,974,763 as at June 30, 2025[13] - Loans receivable decreased from HKD 12,293,518 as at December 31, 2024, to HKD 11,620,910 as at June 30, 2025[13] Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the company's total equity decreased due to the comprehensive loss for the period, while share capital remained unchanged Summary of Consolidated Statement of Changes in Equity | Metric | June 30, 2025 (HKD) | January 1, 2024 (HKD) | | :--- | :--- | :--- | | Share capital | 72,576,000 | 72,576,000 | | Share premium | 356,661,862 | 356,661,862 | | Capital reserve | 141,829,615 | 141,829,615 | | Contributed surplus | 213,460,470 | 213,460,470 | | Reserve for financial assets at fair value through other comprehensive income | 18,000 | (530,000) | | Accumulated losses | (748,043,578) | (659,556,370) | | Total equity | 36,502,369 | 124,441,577 | - As at June 30, 2025, total equity was HKD 36,502,369, a decrease from HKD 39,099,054 as at January 1, 2025, primarily due to a comprehensive loss of HKD 2,596,685 for the period[15] - Share capital remained unchanged at HKD 72,576,000 during the reporting period[15] Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash used in operating activities decreased, with zero cash flow from investing and financing activities, leading to a narrower net decrease in cash and cash equivalents Summary of Consolidated Statement of Cash Flows | Metric | June 30, 2025 (HKD) | June 30, 2024 (HKD) | | :--- | :--- | :--- | | Net cash used in operating activities | (1,442,900) | (3,495,247) | | Net cash from investing activities | – | 1,368,601 | | Net cash used in financing activities | – | (122,402) | | Net decrease in cash and cash equivalents | (1,442,900) | (2,249,048) | | Cash and cash equivalents at end of period | 988,395 | 1,491,092 | - Net cash used in operating activities decreased from HKD 3,495,247 in the same period of 2024 to HKD 1,442,900 in the same period of 2025[18] - Net cash from investing and financing activities was zero in the first half of 2025, compared to net cash inflow from investing activities and net cash outflow from financing activities in the same period of 2024[18] - Cash and cash equivalents at the end of the period amounted to HKD 988,395, a decrease from HKD 2,431,295 at the beginning of the period[18] Notes to the Financial Statements Basis of Preparation and Adoption of Accounting Standards These interim financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, with consistent accounting policies, and the first-time application of HKAS 21 amendments had no significant impact - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' and the GEM Listing Rules[20][24] - Accounting policies are consistent with those used in the annual financial statements for the year ended December 31, 2024[21][24] - The amendments to HKAS 21 'Lack of Exchangeability' were first applied, but had no significant impact on the Group's financial performance[23][25] - As at the date of approval of the financial statements, the company's shares remain suspended from trading[22][24] Fair Value Measurement The carrying amounts of the Group's financial assets and liabilities approximate their fair values, with fair value measurements using a three-level hierarchy and transfers recognized on the date of event or circumstance changes - The carrying amounts of the Group's financial assets and financial liabilities approximate their respective fair values[28][34] - Fair value measurements adopt a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[29][32] - The Group's policy is to recognize any transfers between the three levels on the date of the event or change in circumstances that caused the transfer[29][32] Segment Information All of the Group's revenue is derived from credit financing business in Hong Kong, primarily interest income from loans to customers, with no segment analysis presented due to integrated resources and no dispersed financial data - All of the Group's revenue is derived from credit financing business provided and arranged in Hong Kong[30][33] - Revenue refers to interest income from loans provided by the Group to customers[30][33] - No segment analysis or product and service information is presented due to the Group's integrated resources and lack of dispersed financial data[30][33] Revenue For the six months ended June 30, 2025, the Group's revenue primarily consisted of interest income from loan financing, showing an increase compared to the same period last year Sources of Revenue | Source of Revenue | June 30, 2025 (HKD) | June 30, 2024 (HKD) | | :--- | :--- | :--- | | Interest income from loan financing | 974,512 | 912,469 | - Interest income from impaired loans receivable was nil in both reporting periods[37] Other Income and Losses For the six months ended June 30, 2025, the Group's other income significantly decreased, while other losses also narrowed substantially, mainly due to reduced fair value losses on financial assets at fair value through profit or loss Other Income | Item | June 30, 2025 (HKD) | June 30, 2024 (HKD) | | :--- | :--- | :--- | | Bank interest income | 67 | 3,518 | Other Losses | Item | June 30, 2025 (HKD) | June 30, 2024 (HKD) | | :--- | :--- | :--- | | Realized gains on financial assets at fair value through profit or loss | – | 44,174 | | Fair value losses on financial assets at fair value through profit or loss | (226) | (210,987) | | Total | (226) | (166,813) | - Other losses significantly decreased from HKD 166,813 in the same period of 2024 to HKD 226 in the same period of 2025, primarily due to reduced fair value losses on financial assets at fair value through profit or loss[40] Finance Costs For the six months ended June 30, 2025, the Group's finance costs, primarily interest on bonds payable and lease liabilities, decreased compared to the same period last year Composition of Finance Costs | Item | June 30, 2025 (HKD) | June 30, 2024 (HKD) | | :--- | :--- | :--- | | Interest on bonds payable | 21,790 | 42,384 | | Interest on lease liabilities | 4,211 | 9,870 | | Total | 26,001 | 52,254 | - Total finance costs decreased from HKD 52,254 in the same period of 2024 to HKD 26,001 in the same period of 2025[43] Composition of Loss Before Tax For the six months ended June 30, 2025, the Group's loss before tax was primarily influenced by impairment losses on loans receivable, employee benefit expenses, and directors' emoluments, with a significant reduction in impairment losses on loans receivable Key Deductions for Loss Before Tax | Item | June 30, 2025 (HKD) | June 30, 2024 (HKD) | | :--- | :--- | :--- | | Depreciation of right-of-use assets | 21,767 | – | | Legal and professional fees | 11,304 | 991,660 | | Directors' emoluments | 1,120,177 | 1,206,720 | | Employee benefit expenses (excluding directors' emoluments) | 653,462 | 1,040,939 | | Net impairment losses on loans receivable | 1,617,850 | 37,512,734 | - Net impairment losses on loans receivable significantly decreased from HKD 37,512,734 in the same period of 2024 to HKD 1,617,850 in the same period of 2025[45] - Legal and professional fees significantly decreased from HKD 991,660 in the same period of 2024 to HKD 11,304 in the same period of 2025[45] Income Tax Expense and Dividends For the six months ended June 30, 2025, the Group incurred no Hong Kong profits tax due to tax losses, and the directors did not recommend any interim dividend - The Group recorded tax losses in both reporting periods, resulting in no provision for Hong Kong profits tax[46][51] - The directors did not recommend the payment of any interim dividend to shareholders for the six months ended June 30, 2025, and 2024[47][52] Loss Per Share For the six months ended June 30, 2025, basic loss per share was 0.07 HK cents, a significant narrowing from 1.15 HK cents in the prior year, with diluted loss per share being the same due to no potential dilutive ordinary shares Loss Per Share | Metric | June 30, 2025 (HK cents) | June 30, 2024 (HK cents) | | :--- | :--- | :--- | | Basic loss per share | (0.07) | (1.15) | | Diluted loss per share | (0.07) | (1.15) | - Basic loss per share is calculated based on the loss attributable to owners of the Company of HKD 2,496,685 (2024: HKD 41,804,195) and the weighted average number of ordinary shares in issue of 3,628,800,000 shares[48][53] - Diluted loss per share is the same as basic loss per share as there were no potential dilutive ordinary shares in issue for the Company in both reporting periods[49][54] Property, Plant and Equipment For the six months ended June 30, 2025, the Group did not acquire any property, plant, and equipment - For the six months ended June 30, 2025, the Group did not acquire any property, plant, and equipment (2024: nil)[50][55] Loans Receivable As at June 30, 2025, the Group's total loans receivable slightly increased, but the impairment loss provision remained stable, with strict credit risk control and regular review of overdue balances, and impaired loans constituting the majority of the total Composition of Loans Receivable | Item | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Fixed-rate loans receivable | 559,770,855 | 559,787,199 | | Accrued interest receivable | 98,176,353 | 97,214,767 | | Total | 657,947,208 | 657,001,966 | | Less: Individually assessed expected credit losses | (436,547,200) | (436,547,200) | | Collectively assessed expected credit losses | (115,053,741) | (115,053,741) | | Expected credit losses on accrued interest receivable | (94,725,357) | (93,107,507) | | Classified as current | 11,620,910 | 12,293,518 | - The effective interest rate for fixed-rate loans receivable ranges from 8.5% to 46%[57][58] - The Group strictly controls unrecovered loans receivable to minimize credit risk, with management regularly reviewing overdue balances[59][61] Credit Quality Analysis of Loans Receivable | Item | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Neither past due nor impaired | – | 105,830 | | Past due less than three months | – | 2,007,890 | | Past due over three months | 2,000,000 | – | | Impaired | 637,947,208 | 654,888,246 | | Total | 657,947,208 | 657,001,966 | - As at June 30, 2025, total impaired loans receivable amounted to HKD 637,947,208, representing the vast majority of total loans receivable[65] - The Group holds no collateral for loans receivable that are past due but not impaired[68][70] Financial Assets at Fair Value Through Profit or Loss As at June 30, 2025, the Group held no financial assets at fair value through profit or loss, compared to a small amount of equity securities listed in Hong Kong as at December 31, 2024 Financial Assets at Fair Value Through Profit or Loss | Item | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Equity securities listed in Hong Kong | – | 226 | - As at December 31, 2024, the fair value measurement of these listed securities was recurring and determined using Level 1 inputs[73][74] Share Capital As at June 30, 2025, the company's authorized and issued and fully paid share capital both remained unchanged Share Capital Structure | Item | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Authorized share capital (250,000,000,000 ordinary shares of HKD 0.02 each) | 5,000,000,000 | 5,000,000,000 | | Issued and fully paid share capital (3,628,800,000 ordinary shares of HKD 0.02 each) | 72,576,000 | 72,576,000 | - Issued and fully paid share capital comprises 3,628,800,000 ordinary shares of HKD 0.02 each, totaling HKD 72,576,000, which is the same as at December 31, 2024[76] Related Party Transactions For the six months ended June 30, 2025, the Group's total remuneration paid to key management personnel was HKD 1,120,177, a decrease from the same period last year Remuneration Paid to Key Management Personnel | Item | June 30, 2025 (HKD) | June 30, 2024 (HKD) | | :--- | :--- | :--- | | Short-term employee benefits (including salaries, paid annual leave, and sick leave) | 1,105,177 | 1,191,720 | | Pension scheme contributions | 15,000 | 15,000 | | Total | 1,120,177 | 1,206,720 | - Total remuneration paid to key management personnel decreased from HKD 1,206,720 in the same period of 2024 to HKD 1,120,177 in the same period of 2025[81] Contingent Liabilities As at June 30, 2025, the Group recorded no significant contingent liabilities - As at June 30, 2025, the Group recorded no significant contingent liabilities (December 31, 2024: nil)[83] Management Discussion and Analysis Business Review and Outlook The Group continued to focus on Hong Kong's money lending business, maintaining a cautious lending strategy amid a slower-than-expected economic recovery and global geopolitical factors, with a focus on quality personal loan clients and debt collection for 2025 - The Group continues to focus on its money lending business in Hong Kong, providing both secured and unsecured loans to customers[85][90] - Hong Kong's post-pandemic recovery has been slower than expected, with a deteriorating economic environment adversely affected by external factors such as US-China trade tensions, the Russia-Ukraine conflict, and US tariff policies[86][90] - The Group adopted a conservative lending strategy, leading to a decrease in interest income in fiscal years 2023 and 2024[86][90] - In 2025, the Group will focus resources on identifying high-quality personal loan customers and implementing stricter default risk control standards[88][91] - The first half of the year will primarily focus on collecting outstanding loans in Hong Kong and China, with business expected to rebound in the second half of 2025[88][91] - The Group will continue to strive to maintain revenue and credit quality, and closely monitor its capital base to ensure sufficient funding[94][100] Financial Review This section details the Group's financial performance during the review period, including revenue growth, improved net interest margin, significant reductions in other losses and various expenses, ultimately leading to a substantial narrowing of the loss for the period Revenue During the review period, the Group's revenue, primarily from interest income on loans in its money lending business, increased to approximately HKD 0.97 million, up from the same period last year - Revenue for the review period increased to approximately HKD 0.97 million (2024: approximately HKD 0.91 million), primarily from interest income on loans in the money lending business[95][101] - The increase in revenue was mainly due to higher interest income from loan financing[96][101] Net Interest Margin During the review period, the Group's net interest margin for its money lending business was approximately 11.1%, an improvement from 8.19% in the same period last year - The Group recorded a net interest margin of approximately 11.1% in its money lending business during the review period[97][102] - The net interest margin for the same period last year was approximately 8.19%, indicating an improvement in net interest margin[98][102] Other Losses During the review period, the Group recorded approximately nil other losses, a significant reduction from approximately HKD 0.17 million in the same period of 2024, mainly due to decreased fair value losses on listed securities investments - Other losses recorded during the review period were approximately HKD nil, compared to approximately HKD 0.17 million in the same period of 2024[99][103] - The decrease in other losses was primarily due to reduced fair value losses on investments in listed securities (i.e., financial assets at fair value through profit or loss)[99][103] Administrative Expenses During the review period, the Group's administrative expenses decreased to approximately HKD 1.83 million, down from approximately HKD 2.62 million in the same period of 2024, mainly due to reduced employee expenses and depreciation - Administrative expenses primarily include employee expenses, office rental costs, and depreciation expenses[105][110] - Administrative expenses decreased to approximately HKD 1.83 million during the review period, down from approximately HKD 2.62 million in the same period of 2024[106][110] - The reduction in administrative expenses was mainly due to decreased employee expenses and depreciation expenses[106][110] Impairment Losses on Loans Receivable During the review period, the Group's impairment losses on loans receivable significantly decreased to approximately HKD 1.62 million, compared to approximately HKD 37.51 million in the same period of 2024, with impairment assessments based on historical experience, economic conditions, and forward-looking information using individual and collective approaches - Impairment losses on loans receivable during the review period were approximately HKD 1.62 million, a significant reduction from approximately HKD 37.51 million in the same period of 2024[108][111] - Expected Credit Loss (ECL) assessment is based on historical credit loss experience, adjusted for debtor-specific factors, general economic conditions, and forward-looking information[107][111] - The Group conducts collective assessments at least quarterly and individual assessments monthly, considering probability of default and loss given default[109][112][113][119] Other Operating Expenses During the review period, the Group's other operating expenses decreased to approximately nil, a significant reduction from approximately HKD 2.37 million in the same period of 2024, mainly due to decreased promotion and professional fees - Other operating expenses primarily include legal and professional fees, audit fees, and other general expenses[114][120] - Other operating expenses decreased to approximately HKD nil during the review period, a significant reduction from approximately HKD 2.37 million in the same period of 2024[114][120] - This was mainly due to reduced promotion and professional fees[114][120] Finance Costs During the review period, the Group's finance costs decreased to approximately HKD 0.03 million, down from approximately HKD 0.05 million in the same period of 2024, primarily including interest on lease liabilities and bonds payable - Finance costs primarily include interest on lease liabilities and interest on bonds payable[115][121] - Finance costs decreased to approximately HKD 0.03 million during the review period, down from approximately HKD 0.05 million in the same period of 2024[115][121] Loss for the Period During the review period, the unaudited consolidated loss attributable to owners of the Company significantly narrowed to approximately HKD 2.50 million, a substantial improvement from approximately HKD 41.80 million in the same period of 2024, mainly due to reduced impairment losses on loans receivable and increased revenue - The unaudited consolidated loss attributable to owners of the Company was approximately HKD 2.50 million, a significant reduction from approximately HKD 41.80 million in the same period of 2024[116][122] - The reduction in loss was primarily due to decreased impairment losses on loans receivable and increased revenue[116][122] Liquidity, Financial Resources and Capital Structure As at June 30, 2025, the Group had bank and cash balances of approximately HKD 1 million and no bank borrowings, with net current assets of approximately HKD 12.97 million and a current ratio of approximately 10.17 times, both lower than year-end 2024 due to reduced loans receivable - As at June 30, 2025, the Group's bank and cash balances were approximately HKD 1 million (December 31, 2024: approximately HKD 2.43 million)[117][123] - There were no bank borrowings as at June 30, 2025, and December 31, 2024[118][123] - Net current assets were approximately HKD 12.97 million (December 31, 2024: approximately HKD 15.45 million), with a current ratio of approximately 10.17 times (December 31, 2024: approximately 13.28 times)[125][131] - The decrease in the current ratio was primarily due to a reduction in loans receivable for the six months ended June 30, 2025[125][131] - The Group may undertake fundraising activities through applying for loans, credit facilities, or issuing equity shares/loan notes[126][131] Significant Investments and Asset Changes As at June 30, 2025, the Group held no significant investments exceeding 5% of total assets, with no major acquisitions or disposals of subsidiaries, associates, and joint ventures during the review period, and no specific future plans for significant investments or capital assets Significant Investments Held As at June 30, 2025, the Group held no significant investments exceeding 5% of its total assets - As at June 30, 2025, the Group held no significant investments exceeding 5% of its total assets[127][132] Major Acquisitions and Disposals and Future Plans During the review period, the Group had no major acquisitions or disposals of subsidiaries, associates, and joint ventures, and no specific future plans for significant investments or capital assets - During the review period, the Group had no major acquisitions or disposals of subsidiaries, associates, and joint ventures[128][133] - As at June 30, 2025, the Group had no specific future plans regarding significant investments or capital assets[128][133] Employee Information As at June 30, 2025, the Group had 6 employees, a decrease from year-end 2024, with total employee remuneration of approximately HKD 1.77 million, and ongoing training to enhance competitiveness - As at June 30, 2025, the Group had 6 employees (December 31, 2024: 8 employees)[129][134] - Total employee remuneration (including directors' emoluments) for the six months ended June 30, 2025, was approximately HKD 1.77 million (2024: approximately HKD 2.25 million)[129][134] - Remuneration policy is determined based on individual employee performance, qualifications, and experience, with reference to current market conditions, including fixed monthly salaries and discretionary year-end bonuses[129][134] - The Group adopts an employee training and development policy, regularly providing training on the money lending industry, anti-money laundering, and anti-corruption[130][134] Pledge of Assets and Gearing Ratio As at June 30, 2025, the Group pledged approximately HKD 8 million in loans receivable as collateral for bonds, with a gearing ratio of 6.59, down from 8.62% at year-end 2024, reflecting a decrease in net debt Pledge of the Group's Assets As at June 30, 2025, the Group pledged approximately HKD 8 million in loans receivable as collateral for bonds issued during the period - As at June 30, 2025, the Group pledged a total of approximately HKD 8 million in loans receivable as collateral for bonds issued during the period (June 30, 2024: HKD 8 million)[135][141] Gearing Ratio As at June 30, 2025, the Group recorded net debt of approximately HKD 2.4 million, with a gearing ratio of 6.59, down from 8.62% at year-end 2024 - The gearing ratio is calculated as net debt (total liabilities less bank and cash balances) divided by the sum of adjusted capital and net debt[136][142] - The Group recorded net debt of approximately HKD 2.4 million as at June 30, 2025 (December 31, 2024: approximately HKD 3.69 million)[136][142] - Consequently, as at June 30, 2025, the gearing ratio was 6.59 (December 31, 2024: 8.62%), indicating a decrease in the ratio[136][142] Exchange Rate Risk During the review period, the Group's primary money lending business in Hong Kong, with revenues and costs denominated in HKD, resulted in negligible exchange rate fluctuation risk, thus no financial instruments were used for hedging - The Group primarily engages in money lending business in Hong Kong, with revenues and costs mainly denominated in HKD[137][143] - The Group faces negligible exchange rate fluctuation risk, and therefore no financial instruments were used for hedging during the review period[137][143] Share Option Scheme As at June 30, 2025, the company had no share option scheme - As at June 30, 2025, the company had no share option scheme[138][144] Contingent Liabilities As at June 30, 2025, the Group had no significant contingent liabilities - As at June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[139][145] Directors' and Major Shareholders' Interests As at June 30, 2025, no directors or chief executives held interests or short positions in the company's shares, related shares, or debentures, while major shareholder Xiao Guoliang held a 29.50% long position in the company's issued share capital Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As at June 30, 2025, to the best of the directors' knowledge, no directors or chief executives held any interests or short positions in the company's shares, related shares, or debentures of the company or its associated corporations - As at June 30, 2025, no directors or chief executives held any interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations[140][146] Major Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares As at June 30, 2025, major shareholder Xiao Guoliang held a 29.50% long position in the company's issued share capital Major Shareholder's Long Position in the Company's Shares | Name | Nature of Interest | Number of Ordinary Shares Held | Approximate Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Xiao Guoliang | Beneficial owner | 1,070,400,000 | 29.50% | - Other than Xiao Guoliang, the directors are not aware of any other persons holding any interests or short positions in the company's shares or underlying shares[149][153] Purchase, Sale or Redemption of Listed Securities During the review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[150][154] Corporate Governance Practices The company is committed to high corporate governance standards, applying the GEM Listing Rules' Corporate Governance Code, and despite the vacant Chairman position, the Board operates effectively - The company has applied the Corporate Governance Code in Appendix C1 of the GEM Listing Rules to maintain an effective Board, robust internal controls, and transparency and accountability[151][155] - The position of Chairman of the Board has been vacant since March 9, 2020, leading to non-compliance with Corporate Governance Code provisions C.2.1 to C.2.9 and F.1.3[156][160][161] - Despite the vacant Chairman position, the Board continues to operate effectively and efficiently, with major decisions made by the full Board and daily operations overseen by the Chief Executive Officer[157][160] Non-Compliance with Listing Rules Due to the retirement of an independent non-executive director, the company failed to meet GEM Listing Rules requirements regarding the number of independent non-executive directors, audit committee members, and remuneration committee chairman qualifications, and will seek suitable candidates promptly - Following the retirement of Dr. Fung Kam Man as an independent non-executive director, the company failed to comply with GEM Listing Rules 5.05(1) (at least three independent non-executive directors), 5.28 (at least three members on the audit committee), and 5.34 (remuneration committee chaired by an independent non-executive director)[159][162] - The company will use its best endeavors to identify suitable candidates for independent non-executive directors as soon as practicable and within three months[164][169] Directors' Securities Transactions The company adopted a code of conduct for directors' securities transactions no less exacting than GEM Listing Rules, and all directors confirmed compliance with no breaches found during the review period - The company has adopted a code of conduct for directors' securities transactions with terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[165][170] - Following specific enquiries with all directors, each director confirmed compliance with the required standard of dealings and the code of conduct during the review period[165][170] - No instances of non-compliance were noted by the company during the review period[165][170] Competing Interests During the review period, no directors or their close associates held any business or business interests directly or indirectly competing with the Group's business, nor any other conflicts of interest - During the review period, no directors or their respective close associates held any business or business interests that compete or may compete directly or indirectly with the Group's business, or any other conflicts of interest with the Group[166][171] Suspension of Trading The company's shares have been suspended from trading since November 24, 2017, as per SFC instructions, and will remain suspended indefinitely, with the resumption application still pending approval and no specific timeline available - The company's shares have been suspended from trading since November 24, 2017, as per the SFC's instructions, and will remain suspended until further notice[167][172] - The Stock Exchange reserves its right to delist the company[174][177] - The company's application for resumption of trading is currently pending approval, and the company is unable to provide any specific timeline for resumption at this stage[175][177] Audit Committee As of this report date, the Audit Committee, comprising two independent non-executive directors, reviewed this report and the Group's unaudited condensed consolidated results, deeming the financial information prepared in compliance with applicable accounting standards and listing rules - The Audit Committee comprises two independent non-executive directors: Mr. Wong Shui Yeung (Chairman) and Mr. Wong Kin Ning[176][178] - The Audit Committee has reviewed this report and the Group's unaudited condensed consolidated results for the review period[176][178] - The Board believes that the financial information has been prepared in compliance with applicable accounting standards, the GEM Listing Rules, and other relevant legal requirements, with adequate disclosures made[176][178]