超人智能(08176) - 2025 - 中期业绩

Company Information Company Profile SuperRobotics Holdings Limited (Stock Code: 8176) is a company incorporated in the Cayman Islands and continued in Bermuda, listed on GEM of The Stock Exchange of Hong Kong Limited - Company Name: SuperRobotics Holdings Limited[2] - Stock Code: 8176[2] - Listing Venue: GEM of The Stock Exchange of Hong Kong Limited[3] - Report Type: Interim Results Announcement for the six months ended June 30, 2025[2] Characteristics of GEM and Directors' Responsibilities GEM provides a listing platform for small and medium-sized companies with high investment risk, where securities may face significant market volatility and uncertain liquidity - GEM is positioned as a listing platform for small and medium-sized companies with high investment risk[3] - GEM securities may be subject to significant market fluctuations and uncertain liquidity[3] - Directors confirm the information in this report is accurate, complete, not misleading or fraudulent, and they assume joint and several responsibility[3] Interim Results Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, revenue significantly grew by 72.8% to HK$5,129 thousand, and gross profit increased to HK$3,398 thousand, leading to a narrowed operating loss Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 5,129 | 2,968 | +72.8% | | Cost of sales | (1,731) | (1,419) | +22.0% | | Gross profit | 3,398 | 1,549 | +119.4% | | Other income | 48 | 56 | -14.3% | | Reversal of impairment loss on trade receivables recognized | 944 | 836 | +12.9% | | Loss arising from changes in fair value of financial assets at fair value through profit or loss | (254) | (823) | -69.1% | | Net other gains and losses | 1,432 | (322) | N/A | | Selling and distribution costs | (131) | (202) | -35.1% | | Administrative expenses | (5,829) | (4,261) | +36.8% | | Operating loss | (392) | (3,167) | -87.6% | | Finance costs | (11,671) | (10,992) | +6.2% | | Loss before tax | (12,063) | (14,159) | -14.8% | | Income tax expense | (145) | — | N/A | | Loss for the period | (12,208) | (14,159) | -13.8% | | Total comprehensive loss for the period | (17,179) | (14,250) | +20.6% | | Loss per share (HK Cents) – Basic and diluted | (0.92) | (1.38) | -33.3% | - The decrease in loss for the period was primarily attributable to increased revenue[44] Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2025, total assets decreased to HK$20,978 thousand, net current liabilities significantly increased to HK$171,666 thousand, and total capital deficiency expanded to HK$171,933 thousand Condensed Consolidated Statement of Financial Position (As at June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Assets | | | | | Non-current assets | 2,193 | 1,850 | +18.5% | | Current assets | 18,785 | 24,482 | -23.2% | | Total assets | 20,978 | 26,332 | -20.3% | | Equity and Liabilities | | | | | Capital deficiency attributable to owners of the Company | (77,345) | (77,334) | +0.01% | | Non-controlling interests | (94,588) | (84,615) | +11.8% | | Total capital deficiency | (171,933) | (161,949) | +6.2% | | Current liabilities | 190,451 | 43,058 | +342.3% | | Non-current liabilities | 2,460 | 145,223 | -98.3% | | Total liabilities | 192,911 | 188,281 | +2.5% | | Net current liabilities | (171,666) | (18,576) | +824.1% | | Net liabilities | (171,933) | (161,949) | +6.2% | - The Group recorded a capital deficiency of approximately HK$171,933 thousand and net current liabilities of approximately HK$171,666 thousand as at June 30, 2025[15] - These conditions indicate the existence of material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern[16] Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity further expanded to a deficit of HK$171,933 thousand, primarily due to losses and exchange differences, partially offset by new share issuance from debt capitalization Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Share capital | 65,300 | 60,746 | +4,554 | | Share premium | 509,827 | 507,186 | +2,641 | | Contributed surplus | 38,991 | 38,991 | 0 | | Exchange fluctuation reserve | (12,156) | (11,967) | -189 | | Accumulated losses | (679,307) | (663,360) | -15,947 | | Sub-total (Attributable to owners of the Company) | (77,345) | (68,404) | -8,941 | | Non-controlling interests | (94,588) | (76,314) | -18,274 | | Total equity | (171,933) | (144,718) | -27,215 | | Loss for the period (Attributable to owners of the Company) | (5,768) | (8,396) | +2,628 | | Other comprehensive loss for the period (Attributable to owners of the Company) | (1,438) | (2,236) | +798 | | Issue of new shares by way of debt capitalization | 7,195 | — | +7,195 | Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash outflow from operating activities was HK$884 thousand, leading to a net decrease of HK$3,251 thousand in cash and cash equivalents, with the period-end balance at HK$11,026 thousand Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Net cash (used in) / generated from operating activities | (884) | 2,539 | -3,423 | | Net cash used in investing activities | (334) | (1,778) | +1,444 | | Net cash used in financing activities | (2,033) | (2,193) | +160 | | Net decrease in cash and cash equivalents | (3,251) | (1,432) | -1,819 | | Cash and cash equivalents at beginning of period | 14,038 | 12,003 | +2,035 | | Effect of foreign exchange rate changes | 239 | (864) | +1,103 | | Cash and cash equivalents at end of period | 11,026 | 9,707 | +1,319 | Notes to the Unaudited Condensed Consolidated Financial Statements General Information SuperRobotics Holdings Limited, incorporated in the Cayman Islands and continued in Bermuda, is listed on GEM, with its principal business being robotics, and financial data presented in HK$ Thousand - The Company was incorporated in the Cayman Islands and continued in Bermuda as an exempted company[12] - The Company's shares are listed on GEM of The Stock Exchange of Hong Kong Limited[12] - The Group's principal business is the provision of engineering products and related services ("robotics business")[13] - The interim financial information is presented in HK$ Thousand, which is also the Company's functional currency[13] Basis of Preparation Interim financial information is prepared under HKAS 34 and GEM Listing Rules, with management judgments and estimates, addressing significant going concern uncertainties through new financing and operational improvements - The interim financial information has been prepared in accordance with Hong Kong Accounting Standard 34 and the applicable disclosure requirements of the GEM Listing Rules[14] - The Group recorded a net loss of approximately HK$12,208 thousand, a capital deficiency of approximately HK$171,933 thousand, and net current liabilities of approximately HK$171,666 thousand, indicating material uncertainties that may cast significant doubt on its ability to continue as a going concern[15][16] - Measures taken include: entering into a new financing agreement with Huizhou Jinda Sheng Investment Co., Ltd. for approximately HK$21,924 thousand; actively improving operating performance and net cash inflow from robotics businesses in Hong Kong and China; and continuing to seek additional funding from external sources and/or fundraising opportunities[18] - The revised HKFRS 21 and HKFRS 1 amendments were first applied in this interim period, with no material impact on financial position or performance[16] Operating Segments The Group operates solely in the robotics business, providing engineering products and related services, with all revenue and non-current assets originating from China and high customer concentration - The Group has one operating segment in both years: the provision of engineering products and related services (robotics business)[20] - For engineering products, the Group provides robotics products; for engineering-related services, it offers installation, support, and maintenance services for robotics and automation system equipment[20] - All of the Group's revenue and non-current assets are derived from and located in China[21] Revenue Contribution from Major Customers (For the six months ended June 30) | Customer | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Customer A | 4,754 | — | | Customer B | N/A | 522 | | Customer C | — | 2,396 | Revenue For the six months ended June 30, 2025, total revenue was HK$5,129 thousand, primarily from engineering products and services, with a small amount from alcoholic beverage sales Revenue Composition (For the six months ended June 30) | Source of Revenue | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Provision of engineering products and related services | 5,119 | 2,968 | | Sales of alcoholic beverages | 10 | — | | Total Revenue | 5,129 | 2,968 | Other Income For the six months ended June 30, 2025, other income totaled HK$48 thousand, primarily from interest income, representing a slight decrease from the prior period Other Income (For the six months ended June 30) | Source of Income | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest income | 47 | 56 | | Other income | 1 | — | | Total Other Income | 48 | 56 | Net Other Gains and Losses For the six months ended June 30, 2025, the Group recorded net other gains and losses of HK$1,432 thousand, primarily from gains on financial liability modification and reversal of inventory write-downs Net Other Gains and Losses (For the six months ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Gain on modification of financial liabilities | 728 | — | | Reversal of write-down of obsolete inventories | 723 | — | | Loss on disposal of property, plant and equipment | — | (322) | | Net exchange loss | (18) | — | | Others | (1) | — | | Total | 1,432 | (322) | Operating Loss For the six months ended June 30, 2025, operating loss significantly narrowed to HK$392 thousand, driven by revenue growth and reduced selling and distribution costs, despite increased staff costs Components of Operating Loss (For the six months ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 25 | 53 | | Staff costs (including directors' emoluments): | | | | - Salaries and other allowances | 2,191 | 1,088 | | - Contributions to retirement benefit schemes | 63 | 84 | Finance Costs For the six months ended June 30, 2025, finance costs totaled HK$11,671 thousand, primarily from interest on other borrowings, representing an increase from the prior period Finance Costs (For the six months ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on other borrowings | 11,671 | 10,992 | Income Tax Expense For the six months ended June 30, 2025, the Group recorded China corporate income tax expense of HK$145 thousand, with no provision for Hong Kong profits tax or 2024 China corporate income tax due to no assessable profits - Hong Kong profits tax is provided at 16.5%, and China corporate income tax at 25%[27] Income Tax Expense (For the six months ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | China corporate income tax - Current tax | 145 | — | - No provision was made for Hong Kong profits tax or China corporate income tax for 2024, as no estimated assessable profits arose in Hong Kong or China during the respective periods[29] Interim Dividend The Board does not recommend an interim dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[30] Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share improved to 0.92 HK Cents from 1.38 HK Cents in the prior period, with no dilutive ordinary shares issued Loss Per Share (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company | (5,768) | (8,396) | | Weighted average number of ordinary shares (Thousand shares) | 628,848 | 607,464 | | Basic and diluted loss per share (HK Cents) | (0.92) | (1.38) | - The Group had no potential dilutive ordinary shares in issue during both periods, resulting in identical basic and diluted loss per share[31] Property, Plant and Equipment For the six months ended June 30, 2025, the Group acquired approximately HK$368,800 in property, plant and equipment, with no new acquisitions in the prior corresponding period - For the six months ended June 30, 2025, the Group acquired property, plant and equipment of approximately HK$368,800 (six months ended June 30, 2024: nil)[32] Trade Receivables As of June 30, 2025, total trade receivables were HK$5,800 thousand, a slight decrease from December 31, 2024, with most receivables within 30 days and a maximum credit period of 12 months Ageing Analysis of Trade Receivables (As at June 30) | Ageing | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0-30 days | 5,747 | 5,971 | | 31-60 days | — | — | | 61-90 days | — | — | | Over 90 days | 53 | 61 | | Total | 5,800 | 6,032 | - The Group grants customers a credit period of up to 12 months[33] Share Capital As of June 30, 2025, issued share capital increased to HK$65,300 thousand, primarily through the issuance of 45,537 thousand new shares to capitalize approximately HK$7,923 thousand in unsecured loans Movements in Share Capital (As at June 30) | Item | Number of shares (Thousand shares) | Amount (HK$ Thousand) | | :--- | :--- | :--- | | Issued and fully paid as at January 1, 2025 | 607,464 | 60,746 | | Issue of new shares by way of debt capitalization | 45,537 | 4,554 | | Issued and fully paid as at June 30, 2025 | 653,001 | 65,300 | - On April 7, 2025, the Company completed the allotment and issue of 45,537,129 new shares to fully settle outstanding unsecured loans of approximately HK$7,923 thousand owed to a lender[34] Trade Payables As of June 30, 2025, total trade payables significantly decreased to HK$1,293 thousand from December 31, 2024, with most payables within 30 days and a maximum supplier credit period of 120 days Ageing Analysis of Trade Payables (As at June 30) | Ageing | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0-30 days | 1,142 | 5,378 | | 31-60 days | — | — | | 61-90 days | — | — | | Over 90 days | 151 | 146 | | Total | 1,293 | 5,524 | - Suppliers typically grant a credit period of up to 120 days[35] Commitments As at June 30, 2025 and December 31, 2024, the Group had no material capital commitments - As at June 30, 2025 and December 31, 2024, the Group had no material capital commitments[36] Major Non-Cash Transactions On April 7, 2025, the Group completed a major non-cash transaction by capitalizing approximately HK$7,923 thousand in unsecured loans through the issuance of new shares - On April 7, 2025, the Company completed the allotment and issue of 45,537,129 new shares to fully settle outstanding unsecured loans of approximately HK$7,923 thousand owed to a lender[37] Contingent Liabilities As at June 30, 2025 and December 31, 2024, the Group had no material contingent liabilities - As at June 30, 2025 and December 31, 2024, the Group had no material contingent liabilities[38] Events After the Reporting Period No material events occurred after the reporting period - No material events occurred after the reporting period[39] Business Review and Outlook Business Review The Group primarily offers robotics products and engineering services, continuously developing and commercializing products, with engineering business revenue growing by 72.8% to HK$5.1 million for the six months ended June 30, 2025 - The Group primarily provides robotics products and installation, support, and maintenance services for automation system equipment (collectively, "engineering business")[40] - At the end of the period, the Group continued to develop and improve its robotics products and accelerate their commercialization[40] - During 2025, engineering business revenue grew by 72.8%, contributing approximately HK$5.1 million to the Group's total turnover[40] Business Model The Group operates in Mainland China via Shenzhen Anze Intelligent Robotics Co., Ltd., producing commercial and special-purpose robots, expanding into property management engineering services, and serving robotics companies, property firms, and public security agencies - The Group primarily operates in the Mainland China market through its controlled subsidiary, Shenzhen Anze Intelligent Robotics Co., Ltd. ("Anze")[41] - Anze utilizes AI and robotics technology to produce commercial patrol robots (with patrol/monitoring, autonomous navigation, AI detection and recognition functions) and special-purpose robots (primarily sold to public security bureaus and other government agencies for handling dangerous explosives and chemicals)[41] - Anze's major customers include robotics unicorn companies, property management companies, and public security bureaus from various provinces in Mainland China[41] - Anze is expanding its business scope to provide customized equipment and robotics engineering installation services for property management companies, applied in scenarios such as parking lot patrol monitoring, infrastructure and elevator intercom systems, community surveillance, and system integration[42] Financial Review During the review period, turnover grew by 72.8% to HK$5.1 million, gross profit increased to HK$3.4 million with a 66.3% margin, and net other gains and losses turned profitable at HK$1.4 million Key Financial Indicators Comparison (For the six months ended June 30) | Indicator | 2025 (HK$ Million (approx.)) | 2024 (HK$ Million (approx.)) | Change (%) | | :--- | :--- | :--- | :--- | | Turnover | 5.1 | 3.0 | +72.8% | | Gross profit | 3.4 | 1.5 | +126.7% | | Gross profit margin | 66.3% | 52.2% | +14.1pp | | Other income | 0.048 | 0.056 | -14.3% | | Net other gains and losses | 1.4 (Net income) | (0.3) (Net loss) | N/A | | Selling and distribution costs | 0.131 | 0.202 | -35.1% | | Administrative expenses | 5.8 | 4.3 | +36.8% | | Finance costs | 11.7 | 11.0 | +6.4% | | Loss attributable to owners of the Company | 5.8 | 8.4 | -31.0% | - Net other gains and losses recorded a net income of approximately HK$1.4 million, primarily comprising a realized gain of approximately HK$700 thousand from changes in financial liabilities and a reversal of write-down of obsolete inventories of approximately HK$700 thousand[43] - The increase in administrative expenses was mainly due to higher staff costs and professional fees[44] - As at June 30, 2025, the Group's total secured borrowings amounted to approximately HK$150.8 million (December 31, 2024: approximately HK$139.8 million), bearing a fixed interest rate of 18%[45] - Bank balances of approximately HK$131 thousand were frozen due to labor disputes[45] - Total assets were approximately HK$21.0 million, and cash and cash equivalents were approximately HK$11.0 million[46] Share Capital Details of the Company's share capital movements during the review period are disclosed in the unaudited condensed consolidated statement of changes in equity and Note 14 to the consolidated financial statements - Details of the Company's share capital movements during the review period are set out in the unaudited condensed consolidated statement of changes in equity on page 6 and Note 14 to the consolidated financial statements[47] Gearing Ratio The gearing ratio is not presented as the Group recorded a capital deficiency attributable to owners of the Company at the end of the reporting period - As the Group recorded a capital deficiency attributable to owners of the Company as at June 30, 2025 and December 31, 2024, the gearing ratio is not presented[48] Foreign Exchange Risk The Group currently does not use foreign currency derivatives to hedge foreign exchange risk, but management closely monitors it and will consider hedging when necessary - The Group does not use any foreign currency derivative instruments to hedge its foreign exchange risk[49] - Management closely monitors this risk and will consider hedging when necessary[49] Employees As of June 30, 2025, the Group employed 11 staff, with total staff costs of approximately HK$2.3 million, an increase from the prior period, and remuneration is based on responsibilities, performance, experience, and industry practices - As at June 30, 2025, the Group employed 11 employees (June 30, 2024: 12 employees)[50] - For the six months ended June 30, 2025, total staff costs amounted to approximately HK$2.3 million (2024: approximately HK$1.2 million)[50] - Remuneration, promotion, and salaries are assessed based on job responsibilities, performance, professional experience, and current industry practices[50] Material Investments For the six months ended June 30, 2025, the Group had no material investments - For the six months ended June 30, 2025, the Group had no material investments[51] Material Acquisitions and Disposals of Subsidiaries, Associates and Affiliated Companies For the six months ended June 30, 2025, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or affiliated companies - For the six months ended June 30, 2025, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or affiliated companies[52] Outlook The Company has made significant progress in engineering and automation, launching AI development and cloud computing products in Q4 2024, and will focus on product quality, technological innovation, AI integration, and secure cloud services for sustainable growth - The Company has made significant progress in engineering and automated production, establishing a strong market position[53] - In the fourth quarter of 2024, the Company officially launched a new product: AI development and cloud computing, aiming to capture rapidly growing market opportunities[53] - In AI development, the focus will be on developing smart solutions that enhance efficiency, reduce costs, and improve user experience, aiming to become a leading AI technology provider[53] - In cloud computing, the commitment is to provide efficient, secure, and flexible cloud services, enhancing technical capabilities and service levels through strategic partnerships[55] - Going forward, the Board will continue to increase R&D investment, strengthen market expansion, and promote diversified business development[56] Analysis of AI Development in China Market China's AI market is rapidly expanding, offering significant growth opportunities by 2030, yet companies have room to improve AI monetization, prompting the Company to focus on AI-business integration and talent development - The China AI market is growing rapidly, projected to bring significant growth opportunities for key industries by 2030[54] - China's current AI adoption rate is 41%, slightly below the global average, but still holds immense growth potential[54] - Only 9% of Chinese companies achieve over 10% revenue growth through AI, compared to 19% in leading countries[54] - The Company will focus on strengthening the integration of AI technology with its business and enhancing AI-related talent development to achieve greater economic benefits[54] AI and Cloud Computing Development in China Market Over the Next Five Years China's AI and cloud computing market is set for explosive growth over the next five years, with the market projected to exceed RMB2.1 trillion by 2027, driven by large models and the "East-to-West Data Transmission" project - Over the next five years, China's AI and cloud computing market is expected to experience explosive growth[55] - China's cloud computing market is projected to exceed RMB2.1 trillion by 2027[55] - China's intelligent computing capacity is expected to grow at a CAGR of 52.3% over the next five years[55] - The launch of the "East-to-West Data Transmission" project and the construction of intelligent computing centers will support industrial restructuring and establish stronger computing power and algorithm infrastructure[55] Other Information Interests and Short Positions of Substantial Shareholders in the Company's Shares and Underlying Shares As of June 30, 2025, Mr. Su Zhi Tuan and Tai Dong New Energy Holding Limited held 23.19% of shares, Rongke Holdings Group Limited and its associates held 19.94%, Mr. Huang Jian Hang held 13.78%, and Mr. Yang Jian Wei and Ms. Fan Yu Lan jointly held 5.04% Substantial Shareholders' Shareholdings (As at June 30, 2025) | Name of Shareholder | Nature of Interest | Number of Shares (Long Position) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Su Zhi Tuan | Interest in controlled corporation | 151,425,197 | 23.19% | | Tai Dong New Energy Holding Limited | Beneficial owner | 151,425,197 | 23.19% | | Hong Kong Bridge Investment Limited | Beneficial owner | 41,666,666 | 6.38% | | HKBridge Absolute Return Fund, L.P | Beneficial owner | 64,148,063 | 9.82% | | On Top Global Limited | Beneficial owner | 24,397,946 | 3.74% | | Rongke Holdings Group Limited | Interest in controlled corporation | 130,212,675 | 19.94% | | Mr. Huang Jian Hang | Beneficial owner | 89,970,697 | 13.78% | | Mr. Yang Jian Wei | Beneficial owner | 32,890,681 | 5.04% | | Ms. Fan Yu Lan | Beneficial owner | 27,919,684 | 4.28% | - The percentages are calculated based on 653,000,728 shares in issue as at June 30, 2025[59] Directors' Securities Transactions The Company adopted a code of conduct for directors' and employees' securities transactions, and all directors confirmed compliance for the six months ended June 30, 2025 - The Company has adopted its own code of conduct for securities transactions by directors and relevant employees, 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[60] - Following specific enquiries with all Directors, they have confirmed that they have complied with the said code of conduct and the required standard of dealings for directors' securities transactions for the six months ended June 30, 2025[60] Competing Interests As of June 30, 2025, no Directors, substantial shareholders, or their close associates held any interests in businesses that materially compete or are likely to compete with the Group's business - As at June 30, 2025, none of the Directors, substantial shareholders of the Company, or any of their respective close associates had any interest in a business that competes or is likely to compete materially with the Group's business[61] 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 - 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[62] Audit Committee The Audit Committee, composed of three independent non-executive directors, reviewed the Group's unaudited condensed consolidated interim results for the six months ended June 30, 2025, and provided advice - The Audit Committee was established in accordance with Rules 5.28 to 5.29 of the GEM Listing Rules, with its terms of reference defined in writing[63] - The Audit Committee comprises three independent non-executive Directors: Mr. Xu Guo Jun (Chairman), Mr. Tam Billy, and Mr. Xue Wei[63] - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim results for the six months ended June 30, 2025, and provided advice and recommendations thereon[63] Corporate Governance Code The Company maintains high corporate governance standards, complying with GEM Listing Rules Appendix C1, with distinct roles for Chairman and CEO, though the CEO's duties are currently handled by executive directors - The Company has implemented corporate governance measures, emphasizing integrity towards shareholders, quality of information disclosure, transparency, and accountability[64] - Throughout the six months ended June 30, 2025, the Company has complied with the code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[64] - The roles of the Company's Chairman and Chief Executive Officer should be separate and not performed by the same individual[65] - As at June 30, 2025 and up to the date of this report, the Company had not appointed a Chief Executive Officer and was in the process of identifying a suitable candidate[65] - The duties of the Chief Executive Officer regarding the day-to-day management of the Group's business are handled jointly by the executive Directors[65] Board of Directors As of this announcement date, the Board of Directors consists of two executive directors (including the Chairman), one non-executive director, and three independent non-executive directors - As at the date of this announcement, the Board comprises two executive Directors: Mr. Su Zhen Hui (Chairman) and Mr. Feng Zheng; one non-executive Director: Ms. Li Jia Qi; and three independent non-executive Directors: Mr. Tam Billy, Mr. Xu Guo Jun, and Mr. Xue Wei[66]