超人智能(08176) - 2025 - 中期财报

Company Information and Report Declaration This section outlines the company's listing characteristics on GEM, emphasizing investment risks, and confirms directors' collective and individual responsibility for report accuracy GEM Listing Characteristics and Disclaimer This section details the characteristics of the Hong Kong Stock Exchange's GEM market, highlighting its high-risk platform for SMEs and the directors' collective and individual responsibility for report accuracy - The GEM market is positioned as a listing platform for small and medium-sized companies with high investment risks, where securities may be subject to significant market volatility[2] - The Company's directors jointly and individually assume responsibility for the accuracy, completeness, and non-misleading nature of the report's information[2] Report Overview and Availability This report is the full interim report for Superman Intelligent Holdings Limited for the six months ended June 30, 2025, compliant with GEM Listing Rules and published on the HKEX and company website - This report is the interim report of Superman Intelligent Holdings Limited for the six months ended June 30, 2025[3] - The report complies with GEM Listing Rules and is available on the HKEX and the Company's website[3] Unaudited Condensed Consolidated Financial Statements This section presents the unaudited condensed consolidated financial statements, including the statement of profit or loss, financial position, changes in equity, and cash flows Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's revenue grew significantly by 72.8% to HKD 5,129 thousand, with gross profit increasing to HKD 3,398 thousand, yet high finance costs resulted in a loss of HKD 12,208 thousand Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | Six Months Ended June 30, 2025 (Thousand HKD) | Six Months Ended June 30, 2024 (Thousand HKD) | 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% | | Operating loss | (392) | (3,167) | -87.6% | | Finance costs | (11,671) | (10,992) | +6.2% | | Loss for the period | (12,208) | (14,159) | -13.8% | | Loss for the period attributable to owners of the Company | (5,768) | (8,396) | -31.3% | | Basic and diluted loss per share (HK cents) | (0.92) | (1.38) | -33.3% | - Net other gains and losses turned from a net loss of HKD 322 thousand in the prior period to a net gain of HKD 1,432 thousand[5] - Administrative expenses increased by 36.8% year-on-year to HKD 5,829 thousand[5] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets decreased to HKD 20,978 thousand, facing challenges of capital deficiency and significantly increased net current liabilities, indicating sustained financial pressure Key Data from Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total assets | 20,978 | 26,332 | -20.3% | | Cash and cash equivalents | 11,026 | 14,038 | -21.4% | | Capital deficiency attributable to owners of the Company | (77,345) | (77,334) | +0.01% | | Total capital deficiency | (171,933) | (161,949) | +6.2% | | Current liabilities | 190,451 | 43,058 | +342.3% | | Other borrowings (current) | 148,438 | 7,207 | +1959.6% | | Net current liabilities | (171,666) | (18,576) | +824.1% | - Trade payables significantly decreased from HKD 5,524 thousand to HKD 1,293 thousand[9] - Accruals and other payables increased from HKD 19,541 thousand to HKD 29,060 thousand[9] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the total equity deficiency attributable to owners of the Company slightly increased from HKD (77,334) thousand to HKD (77,345) thousand, influenced by the loss for the period and exchange reserve changes, partially offset by new share issuance through debt capitalization Key Data from Condensed Consolidated Statement of Changes in Equity | Metric | January 1, 2025 (Thousand HKD) | June 30, 2025 (Thousand HKD) | Change (Thousand HKD) | | :--- | :--- | :--- | :--- | | Capital deficiency attributable to owners of the Company | (77,334) | (77,345) | (11) | | Non-controlling interests | (84,615) | (94,588) | (9,973) | | Share capital | 60,746 | 65,300 | +4,554 | | Accumulated losses | (673,539) | (679,307) | (5,768) | | New shares issued by way of debt capitalization | — | 7,195 | +7,195 | - Total comprehensive loss for the period was HKD 17,179 thousand, of which HKD 7,206 thousand was attributable to owners of the Company[10] - New shares issued by way of debt capitalization resulted in an increase of HKD 4,554 thousand in share capital and HKD 2,641 thousand in share premium, totaling HKD 7,195 thousand[10] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group experienced negative net cash from operating activities, and cash outflows from investing and financing activities, leading to a net decrease of HKD 3,251 thousand in cash and cash equivalents, with the period-end balance at HKD 11,026 thousand Key Data from Condensed Consolidated Statement of Cash Flows | Metric | Six Months Ended June 30, 2025 (Thousand HKD) | Six Months Ended June 30, 2024 (Thousand HKD) | Change (Thousand HKD) | | :--- | :--- | :--- | :--- | | 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 end of reporting period | 11,026 | 9,707 | +1,319 | - Operating cash flow shifted from a net inflow in the prior period to a net outflow of HKD 884 thousand[11] - Exchange rate changes had a positive impact of HKD 239 thousand on cash and cash equivalents, compared to a negative impact in the prior period[11] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements, covering general information, basis of preparation, segment information, and specific financial line items General Information Superman Intelligent Holdings Limited is incorporated in the Cayman Islands and re-domiciled in Bermuda, listed on the HKEX GEM, with its principal business in engineering products and services (robotics business), and financial statements presented in Thousand HKD - The Company was incorporated in the Cayman Islands, subsequently re-domiciled in Bermuda, and its shares are listed on the 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] Basis of Preparation and Going Concern Interim financial information is prepared in accordance with HKAS 34 and GEM Listing Rules. The Group faces significant going concern uncertainties due to net loss, capital deficiency, and net current liabilities, but has taken measures like new financing, operational improvements, and seeking additional funds - The interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 and the GEM Listing Rules[14] - The Group recorded a net loss of HKD 12,208 thousand, a capital deficiency of HKD 171,933 thousand, and net current liabilities of HKD 171,666 thousand, indicating significant uncertainties regarding its ability to continue as a going concern[15] - Measures taken to mitigate liquidity pressure include: securing new financing of approximately HKD 21,924 thousand from Huizhou Jinda Sheng Investment, actively improving operating performance of the robotics business, and seeking additional external funding[18] Operating Segment Information The Group operates a single segment providing engineering products and related services (robotics products and automation system installation, support, and maintenance services), with all revenue and non-current assets derived from China and high customer concentration - The Group has only one operating segment: the provision of engineering products and related services, including robotics products and related installation, support, and maintenance services[20] - All of the Group's revenue and non-current assets are derived from and located in China[21] Revenue Contribution from Major Customers | Customer | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Customer A | 4,754 | — | | Customer C | — | 2,396 | Revenue and Other Income For the six months ended June 30, 2025, the Group's total revenue was HKD 5,129 thousand, primarily from engineering products and related services, with a small amount from wine sales, while other income, mainly interest income, slightly decreased year-on-year Revenue Composition | Revenue Source | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Provision of engineering products and related services | 5,119 | 2,968 | | Sales of wine | 10 | — | | Total Revenue | 5,129 | 2,968 | Other Income | Income Source | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Interest income | 47 | 56 | | Other income | 1 | — | | Total Other Income | 48 | 56 | Net Other Gains and Losses Net other gains and losses for the period turned from a net loss in the prior period to a net gain of HKD 1,432 thousand, primarily due to gains from financial liability revisions and reversal of write-down of obsolete inventories Composition of Net Other Gains and Losses | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Gain on revision 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) | Composition of Operating Loss In the calculation of operating loss, staff costs (including salaries, allowances, and retirement benefit scheme contributions) significantly increased, while depreciation expenses decreased Major Deductions in Operating Loss | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 25 | 53 | | Staff costs (salaries and other allowances) | 2,191 | 1,088 | | Staff costs (contributions to retirement benefit schemes) | 63 | 84 | - Total staff costs increased from HKD 1,172 thousand to HKD 2,254 thousand, an increase of approximately 92.3%[26] Finance Costs Finance costs for the period, primarily from interest on other borrowings, slightly increased year-on-year, reflecting the continuous impact of the company's borrowing scale or interest rates Finance Costs | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Interest on other borrowings | 11,671 | 10,992 | - Finance costs increased by 6.2% year-on-year, primarily consisting of interest on other borrowings[27] Income Tax Expense The period recorded China corporate income tax expense of HKD 145 thousand, compared to no income tax expense in the prior period, mainly because the Group's Chinese subsidiary generated taxable profit this period, while no taxable profit was generated in Hong Kong or China previously Income Tax Expense | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | China corporate income tax - Current tax | 145 | — | - Hong Kong profits tax is provided at 16.5%, and China corporate income tax at 25%[28] - China corporate income tax expense of HKD 145 thousand was incurred this period, with none in the prior period[30] Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025[31] Loss Per Share For the six months ended June 30, 2025, the basic and diluted loss per share attributable to owners of the Company was HKD 0.92 cents, an improvement from HKD 1.38 cents in the prior period, mainly due to a reduction in the loss amount Loss Per Share | Metric | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic and diluted loss per share | (0.92) | (1.38) | Weighted Average Number of Ordinary Shares | Metric | 2025 (Thousand shares) | 2024 (Thousand shares) | | :--- | :--- | :--- | | Weighted average number of ordinary shares used in calculating basic and diluted loss per share | 628,848 | 607,464 | - The Group had no outstanding potential dilutive ordinary shares in either period, thus basic and diluted loss per share are the same[32] Property, Plant and Equipment For the six months ended June 30, 2025, the Group purchased approximately HKD 368,800 in property, plant and equipment, with no new purchases in the prior period - Purchases of property, plant and equipment amounted to approximately HKD 368,800 this period, with none in the prior period[33] Trade Receivables As of June 30, 2025, total trade receivables were HKD 5,800 thousand, a slight decrease from December 31, 2024, with the vast majority aged within 30 days, indicating efficient collection Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | 0-30 days | 5,747 | 5,971 | | Over 90 days | 53 | 61 | | Total | 5,800 | 6,032 | - The Group grants credit terms to customers for a maximum of 12 months[34] Share Capital As of June 30, 2025, the Company's issued share capital increased to HKD 65,300 thousand, primarily through the issuance of new shares by way of debt capitalization to settle outstanding unsecured loans Movements in Share Capital | Item | Number of Shares (Thousand shares) | Amount (Thousand HKD) | | :--- | :--- | :--- | | Issued and fully paid at January 1, 2025 | 607,464 | 60,746 | | New shares issued by way of debt capitalization | 45,537 | 4,554 | | Issued and fully paid at June 30, 2025 | 653,001 | 65,300 | - On April 7, 2025, the Company completed the allotment and issuance of 45,537,129 new shares at HKD 0.174 per share to settle unsecured loans of approximately HKD 7,923 thousand[35] Trade Payables As of June 30, 2025, total trade payables were HKD 1,293 thousand, a significant decrease from December 31, 2024, with most aged within 30 days, reflecting improved payment efficiency to suppliers Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | 0-30 days | 1,142 | 5,378 | | Over 90 days | 151 | 146 | | Total | 1,293 | 5,524 | - Suppliers generally grant credit terms for a maximum of 120 days[36] Commitments and Contingent Liabilities As of June 30, 2025, and December 31, 2024, the Group had no significant capital commitments or contingent liabilities - The Group had no significant capital commitments at the end of the reporting period or the previous year-end[37] - The Group had no significant contingent liabilities at the end of the reporting period or the previous year-end[39] Major Non-Cash Transactions and Post-Reporting Period Events The main non-cash transaction for the period was the issuance of new shares by way of debt capitalization to settle unsecured loans, with no significant post-reporting period events - The major non-cash transaction was the issuance of 45,537,129 new shares on April 7, 2025, to settle unsecured loans of approximately HKD 7,923 thousand[38] - No significant events occurred after the end of the reporting period[40] Management Discussion and Analysis This section provides a comprehensive review of the Group's business and financial performance, liquidity, and future outlook, highlighting key operational and strategic developments Business Review The Group primarily engages in the robotics business, including product development, sales, and related engineering services, with significant growth in engineering business revenue this period and active expansion into commercial patrol robots, special-purpose robots, and property management engineering installation services through its subsidiary Anze Intelligent Robotics Co., Ltd - The Group primarily provides robotics products and automation system equipment installation, support, and maintenance services[41] - Engineering business revenue grew by 72.8%, contributing approximately HKD 5.1 million to total turnover[41] Overview of Engineering Business The Group continues to develop and improve its robotics products and accelerate product commercialization, achieving significant revenue growth in its engineering business this period - The Group continues to develop and improve its robotics products, accelerating product commercialization at a faster pace[41] - During 2025, engineering business revenue grew by 72.8%, contributing approximately HKD 5.1 million to total turnover[41] Business Model and Products The Group operates in mainland China through Shenzhen Anze Intelligent Robotics Co., Ltd., utilizing AI and robotics technology to produce commercial patrol robots and special-purpose robots, serving clients including unicorn robotics companies, property management firms, and public security agencies - The Group operates in the mainland China market through Shenzhen Anze Intelligent Robotics Co., Ltd. (Anze)[42] - Anze produces commercial patrol robots (with AI detection and recognition capabilities) and special-purpose robots (primarily sold to government agencies like public security bureaus for handling hazardous materials)[42] - Major clients include unicorn robotics companies, property management companies, and public security agencies in various provinces across mainland China[42] Business Expansion Anze actively collaborates with existing property management clients to expand its business scope, offering customized equipment and robotics engineering installation services for applications such as parking lot patrols, infrastructure, community surveillance, and system integration - Anze actively collaborates with existing property management business clients to explore business opportunities[43] - Expanding its business scope to provide customized equipment and robotics engineering installation services for property management companies, applied in scenarios such as parking lot patrols, infrastructure, community surveillance, and system integration[43] Financial Review This period saw a significant 72.8% increase in turnover to HKD 5.1 million, with gross profit margin improving to 66.3%. Net other gains and losses turned profitable, but increased administrative expenses and finance costs resulted in a loss attributable to owners of the Company of HKD 5.8 million, albeit narrowed from the prior period Key Financial Review Data | Metric | Six Months Ended June 30, 2025 (Approx. Million HKD) | Six Months Ended June 30, 2024 (Approx. Million HKD) | 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 gains and losses (net) | 1.4 (Net income) | (0.3) (Net loss) | Turnaround to profit | | 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 HKD 1.4 million, primarily comprising gains from changes in financial liabilities and reversal of write-down of obsolete inventories[44] - The increase in administrative expenses was mainly due to higher staff costs and professional fees[45] Liquidity and Financial Resources As of June 30, 2025, the Group's total borrowings increased to HKD 150.9 million, mostly secured, with some bank balances frozen due to labor disputes. Total assets and cash and cash equivalents both decreased, indicating continued liquidity strain Borrowing Status | Borrowing Type | June 30, 2025 (Approx. Million HKD) | December 31, 2024 (Approx. Million HKD) | | :--- | :--- | :--- | | Total secured borrowings | 150.8 | 139.8 | | Unsecured borrowings | 0 | 7.2 | | Total Borrowings | 150.9 | 135.3 | - Secured borrowings are collateralized by equity interests in an indirect non-wholly owned subsidiary and bear interest at a fixed rate of 18%[46] - Bank balances of approximately HKD 131 thousand were frozen due to labor disputes, and approximately HKD 106 thousand were denominated in RMB[46] - Total assets were approximately HKD 21.0 million, and cash and cash equivalents approximately HKD 11.0 million, both decreased from the previous year-end[47] Share Capital and Gearing Ratio Share capital changed during the period, but the gearing ratio is not presented due to the Group's continuous capital deficiency - Details of share capital movements are set out in note 14 to the consolidated financial statements[48] - As the Group recorded a capital deficiency, the gearing ratio is not meaningful for presentation[49] Foreign Exchange Risk and Employees The Group currently does not use foreign currency derivatives to hedge foreign exchange risk, but management closely monitors and considers future hedging. As of June 30, 2025, the number of employees slightly decreased, but total staff costs significantly increased - The Group has not adopted foreign currency derivative instruments to hedge foreign exchange risk, and management will consider hedging when necessary[50] Employees and Staff Costs | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of employees | 11 | 12 | | Total staff costs (Approx. Million HKD) | 2.3 | 1.2 | - Staff remuneration, promotion, and salaries are assessed based on job responsibilities, performance, experience, and industry practice[51] Material Investments, Acquisitions and Disposals For the six months ended June 30, 2025, the Group did not undertake any material investments, or significant acquisitions or disposals of subsidiaries, associates, or affiliated companies - The Group had no material investments during the reporting period[52] - The Group had no material acquisitions or disposals of subsidiaries, associates, or affiliated companies during the reporting period[53] Outlook The Company has made significant progress in engineering and automated production, and will continue to focus on enhancing product quality and technological innovation. It has launched new AI development and cloud computing products to seize market opportunities for sustainable growth, planning increased R&D investment, market expansion, and diversified business development - The Company has made significant progress in engineering and automated production, and will continue to focus on enhancing product quality and technological innovation[54] - New products, AI development and cloud computing, were launched in the fourth quarter of 2024, aiming to capture rapidly growing market opportunities[54] - In the future, the Board will continue to increase R&D investment, strengthen market expansion, and promote diversified business development[57] Strategic Direction The Company is committed to becoming a leading AI technology provider, driving market trends through continuous innovation and offering efficient, secure, and flexible cloud services - In AI development, the focus will be on developing intelligent solutions that enhance efficiency, reduce costs, and improve user experience[54] - In cloud computing, the commitment is to provide efficient, secure, and flexible cloud services, enhancing technological capabilities through strategic partnerships[56] China AI Market Analysis China's AI market is growing rapidly, projected to generate significant economic value for key industries by 2030. Despite slightly lower adoption than the global average, there is vast potential for monetization and economic value creation, prompting the company to strengthen technology-business integration and talent development - China's AI market is growing rapidly, projected to bring over CNY 600 billion in economic value to key industries by 2030[55] - China's AI adoption rate is 41%, slightly below the global average, but there is still room for improvement in monetization and economic value creation[55] - The Company will focus on strengthening the integration of AI technology with business and enhancing AI-related talent development[55] AI and Cloud Computing Development in the Next Five Years China's AI and cloud computing markets are expected to experience explosive growth in the next five years, with large AI models driving cloud computing development, projecting the cloud computing market to exceed CNY 2.1 trillion by 2027, and smart computing capacity to grow at a 52.3% CAGR - China's AI and cloud computing markets are expected to experience explosive growth in the next five years[56] - By 2027, China's cloud computing market is projected to exceed CNY 2.1 trillion, with smart computing capacity expected to grow at a CAGR of 52.3%[56] - The 'East-to-West Computing Resource Transfer' project and the construction of smart computing centers will support industrial structure adjustment, establishing stronger computing capabilities and algorithmic infrastructure[56] Other Information This section covers various other disclosures, including major shareholders' interests, directors' securities transactions, competing interests, share dealings, the audit committee's review, corporate governance practices, and board composition Interests and Short Positions of Major Shareholders in Shares and Underlying Shares of the Company As of June 30, 2025, several major shareholders and their associates held long positions in the Company's shares, with Mr. Su Zhi Tuan and his controlled entity, Tai Dong New Energy Holding Limited, being the largest shareholder with approximately 23.19% stake, and Ronshine Holdings Group Limited and its associates also holding a significant proportion Major Shareholders' Shareholding | Name of Shareholder | Nature of Interest | Total Number of Shares (Long Position) | Approximate Percentage of Shareholding (Long Position) | | :--- | :--- | :--- | :--- | | 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% | | Ronshine 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% | - Mr. Su Zhi Tuan is deemed to be interested in 151,425,197 shares through his wholly-owned Tai Dong New Energy Holding Limited[60] - Ronshine Holdings Group Limited indirectly holds shares in the Company through HKBridge Investment Limited, HKBridge Absolute Return Fund, L.P., and On Top Global Limited[60] Securities Transactions by Directors The Company has adopted a code of conduct for securities transactions by directors and relevant employees, and all directors confirmed compliance with this code and required standards during the reporting period after specific inquiries - The Company has adopted the 'Code for Securities Transactions by Directors' and the 'Code for Securities Transactions by Relevant Employees'[61] - All Directors confirmed compliance with the said codes of conduct and required standards for securities transactions for the six months ended June 30, 2025[61] Competing Interests As of June 30, 2025, none of the directors, major shareholders, or their close associates held any interests in businesses that compete or may compete significantly with the Group's business - None of the Directors, major shareholders, or their close associates held any interests in businesses that compete or may compete significantly with the Group's business[62] 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 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period[63] Audit Committee The Audit Committee, composed of three independent non-executive directors, has reviewed the Group's unaudited condensed consolidated interim results for the six months ended June 30, 2025, and provided recommendations and opinions - The Audit Committee was established in accordance with Rules 5.28 to 5.29 of the GEM Listing Rules and comprises three independent non-executive directors[64] - The Audit Committee has reviewed the Group's interim results and provided recommendations and opinions[64] Corporate Governance Code The Company is committed to maintaining high standards of corporate governance and complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules during the reporting period. The roles of Chairman and Chief Executive Officer are separate, but the CEO position is currently vacant, with executive directors jointly handling daily management - The Company has complied with the code provisions of the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules throughout the reporting period[65] - The roles of Chairman and Chief Executive Officer are segregated, with Mr. Su Chun Fai serving as Chairman[66] - As of the reporting date, the Company has not appointed a Chief Executive Officer and is seeking a suitable candidate, with daily management handled jointly by the executive directors[66] Board Composition As of the reporting date, the Board of Directors comprises two executive directors (including the Chairman), one non-executive director, and three independent non-executive directors - The Board comprises two executive directors (Mr. Su Chun Fai as Chairman, Mr. Fung Ching), one non-executive director (Ms. Li Ka Chai), and three independent non-executive directors (Mr. Tam Billy, Mr. Tsui Kwok Chun, and Mr. Sit Wai)[67]