明梁控股(08152) - 2025 - 中期业绩

Announcement Information and Disclaimer Announcement Summary This announcement by M&L Holdings Group Limited (Stock Code: 8152) presents the unaudited consolidated results for the six months ended June 30, 2025, in compliance with GEM Listing Rules - Company Name: M&L HOLDINGS GROUP LIMITED, Stock Code: 8152[2] - Reporting Period: Six months ended June 30, 2025[2] - Announcement Date: August 29, 2025[3] Board of Directors The company's Board of Directors comprises executive and independent non-executive directors, with Mr. Ng Lai Ming serving as Executive Director, Chairman, and Chief Executive Officer - Executive Directors: Mr. Ng Lai Ming (Chairman and Chief Executive Officer), Mr. Ng Lai Tong, Mr. Ng Lai Po, and Mr. Ng Yung Wong[3] - Independent Non-Executive Directors: Mr. Tai Wai Kwok, Ir. Lo Kok Keung, Mr. Lau Chi Leung, and Ms. Luk Pui Yin[3] GEM Market Features and Disclaimer The GEM market provides a listing platform for small and medium-sized companies with higher investment risks, requiring investors to understand potential risks; HKEX and the Stock Exchange disclaim responsibility for this report's content - The GEM market provides a listing platform for small and medium-sized companies with higher investment risks compared to other companies listed on the Stock Exchange[4] - Investors should understand the potential risks of investing in such companies and make investment decisions only after careful consideration[4] - Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report, nor do they make any representation as to its accuracy or completeness[4] Condensed Consolidated Interim Financial Statements Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the Group's revenue decreased by 35.0% year-on-year, but a larger reduction in cost of sales and foreign exchange gains significantly narrowed the loss for the period by 60.0%, improving the gross profit margin Condensed Consolidated Statement of Comprehensive Income (HKD thousands) | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 19,457 | 29,950 | (10,493) | -35.0% | | Cost of sales | (11,203) | (19,163) | 7,960 | -41.5% | | Gross profit | 8,254 | 10,787 | (2,533) | -23.5% | | Operating loss | (2,594) | (7,492) | 4,898 | -65.4% | | Loss for the period | (3,168) | (7,914) | 4,746 | -60.0% | | Basic and diluted loss per share (HK cents) | (0.51) | (1.27) | 0.76 | -59.8% | | Exchange gain/(loss) | 3,408 | (1,905) | 5,313 | N/A | - Total comprehensive income for the period improved from (HKD 8,042 thousand) in 2024 to (HKD 2,725 thousand) in 2025[6] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's non-current assets significantly increased by 95.9% due to additions to property, plant, and equipment, while current assets decreased from the disposal of assets held for sale, leading to a slight decline in net current assets and total equity Condensed Consolidated Statement of Financial Position (HKD thousands) | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 40,102 | 20,471 | 19,631 | 95.9% | | Current assets | 121,379 | 147,947 | (26,568) | -17.9% | | Current liabilities | 61,560 | 60,222 | 1,338 | 2.2% | | Net assets | 97,420 | 100,145 | (2,725) | -2.7% | | Property, plant and equipment | 20,265 | 5,509 | 14,756 | 267.8% | | Assets classified as held for sale | — | 27,546 | (27,546) | -100.0% | - Non-current assets significantly increased, primarily due to additions to property, plant and equipment, including land and buildings in Australia for an operational workshop[9][29] - Net current assets decreased from HKD 87,725 thousand as of December 31, 2024, to HKD 59,819 thousand as of June 30, 2025[9] Condensed Consolidated Statement of Changes in Equity As of June 30, 2025, equity attributable to owners of the company slightly decreased, primarily due to the loss for the period, partially offset by the transfer of revaluation reserve to retained earnings from a disposal transaction - Equity attributable to owners of the company decreased from HKD 98,961 thousand as of January 1, 2025, to HKD 96,328 thousand as of June 30, 2025[11] - Loss for the period was (HKD 3,079 thousand)[11] - Due to a disposal transaction, HKD 14,806 thousand from the revaluation reserve was transferred to retained earnings, with no impact on profit or loss for the period[11][34] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group's net increase in cash and cash equivalents was primarily driven by significant cash inflows from investing activities (from disposal of property, plant, and equipment), despite a substantial decrease in net cash from operating activities Condensed Consolidated Statement of Cash Flows (HKD thousands) | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 293 | 10,515 | (10,222) | | Net cash from/(used in) investing activities | 15,050 | (529) | 15,579 | | Net cash used in financing activities | (8,226) | (9,144) | 918 | | Net increase in cash and cash equivalents | 7,117 | 842 | 6,275 | | Cash and cash equivalents at end of period | 31,104 | 28,993 | 2,111 | - Net cash inflow from investing activities primarily resulted from proceeds of HKD 29,742 thousand from the disposal of property, plant and equipment[12] - Net cash from operating activities significantly decreased from HKD 10,515 thousand in 2024 to HKD 293 thousand in 2025[12] Notes to the Condensed Consolidated Interim Financial Statements General Information and Basis of Presentation The company, incorporated in the Cayman Islands and listed on GEM, primarily trades and leases construction machinery and spare parts; these unaudited condensed consolidated interim financial statements have been reviewed by the audit committee - The Group is principally engaged in the trading and leasing of construction machinery and spare parts[13] - The Group's ultimate holding company is JAT United Company Limited, wholly owned by Executive Director Mr. Ng Lai Ming[13] - These condensed consolidated interim financial information are unaudited but have been reviewed by the Company's Audit Committee[13] Basis of Preparation and Significant Accounting Policy Changes These interim financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, with consistent accounting policies; newly adopted standards, such as HKAS 21 amendment 'Lack of Exchangeability,' have no significant impact on the Group - These condensed consolidated interim financial information are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the HKICPA and the applicable disclosure requirements of the GEM Listing Rules[14] - New standards, interpretations, and amendments adopted by the Group (including HKAS 21 (Revised) 'Lack of Exchangeability') have no significant impact on the Group's condensed consolidated interim financial statements[15][17] Revenue and Segment Information Total revenue for the period decreased by 35.0% year-on-year, primarily due to reduced goods sales, though repair and maintenance services and machinery rental income grew significantly; the Tunneling segment remains the main revenue source despite a decline, while Foundation segment revenue increased; geographically, Hong Kong and Australia saw increased revenue, but the US, Vietnam, and other APAC regions experienced substantial decreases Revenue by Source (HKD thousands) | Revenue Source | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Sales of goods | 16,033 | 29,305 | (13,272) | -45.3% | | Repair and maintenance service income | 2,469 | 401 | 2,068 | 515.7% | | Machinery rental income | 955 | 244 | 711 | 291.4% | | Total revenue | 19,457 | 29,950 | (10,493) | -35.0% | Revenue and Gross Profit by Segment (HKD thousands) | Segment | 2025 Revenue (HKD thousands) | 2024 Revenue (HKD thousands) | 2025 Gross Profit Percentage | 2024 Gross Profit Percentage | | :--- | :--- | :--- | :--- | :--- | | Tunneling | 18,557 | 29,556 | 41.38% | 35.89% | | Foundation | 900 | 394 | 63.89% | 45.43% | | Total | 19,457 | 29,950 | 42.42% | 36.02% | Revenue by Geographical Location (HKD thousands) | Location | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | China | 2,294 | 2,656 | (362) | -13.6% | | Hong Kong | 4,766 | 2,691 | 2,075 | 77.1% | | United States | — | 7,743 | (7,743) | -100.0% | | Vietnam | 767 | 7,849 | (7,082) | -90.2% | | Australia | 4,967 | 3,029 | 1,938 | 64.0% | | Other Asia Pacific countries | — | 428 | (428) | -100.0% | | Others | 6,663 | 5,554 | 1,109 | 20.0% | | Total | 19,457 | 29,950 | (10,493) | -35.0% | Other Income and Gains — Others Other income and gains for the period primarily comprised fair value changes of other investments and net gains from disposal transactions, resulting in a significant overall increase Other Income and Gains (HKD thousands) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Fair value of other investments | 72 | 69 | | Net gain on disposal transaction | 495 | — | | Total | 567 | 69 | - The net gain on disposal transaction of HKD 495 thousand was a major component of other income for the period[22] Expenses by Nature Total expenses by nature decreased this period, primarily due to significant reductions in cost of inventories sold and employee benefit expenses, alongside lower depreciation charges Expenses by Nature (HKD thousands) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Cost of inventories sold | 10,597 | 18,756 | (8,159) | -43.5% | | Employee benefit expenses | 7,379 | 8,240 | (861) | -10.4% | | Depreciation (owned property and right-of-use assets) | 1,469 | 2,278 | (809) | -35.5% | Income Tax Credit Income tax credit significantly decreased this period, primarily due to a reduction in deferred tax, with the Group subject to varying profit tax rates across different jurisdictions Income Tax Credit (HKD thousands) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Current tax for the period | (42) | (109) | | Deferred tax | 120 | 742 | | Income tax credit | 78 | 633 | - Hong Kong profits tax rate is 16.5%, with qualifying entities taxed at 8.25% on the first HKD 2,000,000 of assessable profits[24] - Corporate income tax rates are 25% in China, 17% in Singapore, and 25% to 30% in Australia[25] Loss Per Share Basic and diluted loss per share significantly narrowed this period, reflecting a reduction in the company's loss; diluted loss per share is identical to basic loss per share due to the absence of potential dilutive ordinary shares Loss Per Share | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HKD thousands) | (3,079) | (7,638) | | Weighted average number of ordinary shares in issue (thousands of shares) | 600,000 | 600,000 | | Basic loss per share (HK cents) | (0.51) | (1.27) | - As there were no potential dilutive ordinary shares in issue during the period, the diluted loss per share presented is the same as the basic loss per share[28] Property, Plant and Equipment and Right-of-Use Assets The net book value of property, plant, and equipment significantly increased this period, primarily due to land and building additions in Australia; right-of-use assets slightly decreased, with all depreciation expenses recognized as administrative expenses Property, Plant and Equipment and Right-of-Use Assets (HKD thousands) | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net book value of property, plant and equipment at end of period | 20,265 | 5,509 | 14,756 | 267.8% | | Net book value of right-of-use assets at end of period | 7,366 | 7,644 | (278) | -3.6% | - Additions during the period primarily included land and buildings in Australia for an operational workshop, amounting to HKD 14,692 thousand[29] - All depreciation expenses have been charged to administrative expenses[30][31] Trade and Other Receivables Total trade and other receivables decreased this period, mainly due to a reduction in net trade receivables; aging analysis indicates a high proportion of trade receivables outstanding for over three years Trade and Other Receivables (HKD thousands) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade receivables, net | 46,373 | 60,743 | (14,370) | -23.7% | | Total | 59,250 | 65,558 | (6,308) | -9.6% | - The credit period granted by the Group is normally up to 270 days[33] - As of June 30, 2025, trade receivables over 3 years amounted to HKD 25,948 thousand, representing 48.8% of total trade receivables[33] Assets Classified as Held for Sale All assets classified as held for sale were disposed of this period, involving the sale of an industrial property in Australia, generating a net gain and transferring revaluation surplus to retained earnings - Assets classified as held for sale amounted to HKD 27,546 thousand as of December 31, 2024, and were fully disposed of as of June 30, 2025[9][34] - The disposal transaction was completed on January 30, 2025, for a cash consideration of AUD 6 million (equivalent to approximately HKD 29.7 million)[34] - The Group recognized a net gain on disposal transaction of approximately HKD 495 thousand[34] Trade and Other Payables Total trade and other payables decreased this period, primarily due to a reduction in trade payables; aging analysis indicates that most trade payables are overdue by more than 120 days Trade and Other Payables (HKD thousands) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 22,750 | 28,507 | (5,757) | -20.2% | | Total | 26,154 | 31,688 | (5,534) | -17.5% | - Approximately HKD 9,273 thousand of trade payables as of June 30, 2025, bore interest at an annual rate of 4%[35] - As of June 30, 2025, trade payables over 120 days amounted to HKD 17,298 thousand, representing 76.0% of total trade payables[37] Dividends Payable Dividends payable remained unchanged, representing amounts due to non-controlling shareholders of the dissolved subsidiary Genghiskhan Land Holdings Limited, unsecured, interest-free, and repayable on demand - Dividends payable amounted to HKD 5,530 thousand, consistent with December 31, 2024[9] - This amount is payable to the non-controlling shareholders of Genghiskhan Land Holdings Limited, a dissolved subsidiary[38] - The amount is unsecured, interest-free, repayable on demand, and denominated in HKD[39] Amount Due to a Director Advances due to Mr. Ng Lai Ming, a director, increased; these advances are unsecured, bear interest at 2.5% per annum, are repayable semi-annually, and require three months' notice for repayment Amount Due to a Director (HKD thousands) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Advances due to Mr. Ng Lai Ming | 3,400 | 2,000 | - Advances from Mr. Ng Lai Ming are unsecured, bear interest at 2.5% per annum on a simple basis, are repayable semi-annually, and require 3 months' notice for repayment[40] Bank Borrowings Total bank borrowings significantly decreased this period, but the weighted average effective interest rate increased; bank facilities are secured by Mr. Ng Lai Ming's life insurance policy, corporate guarantees from the company and its subsidiaries, and personal guarantees from executive directors Bank Borrowings (HKD thousands) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Current bank borrowings | 11,739 | 19,692 | (7,953) | -40.4% | | Non-current bank borrowings | 906 | 1,788 | (882) | -49.3% | | Total bank borrowings | 12,645 | 21,480 | (8,835) | -41.1% | Weighted Average Effective Interest Rate | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Weighted average effective interest rate on bank borrowings | 6.8% | 4.4% | - Bank facilities are secured by Mr. Ng Lai Ming's life insurance policy with a sum assured of USD 1,582,862, corporate guarantees provided by the Company and its subsidiaries, and personal guarantees provided by executive directors[43] Share Capital The company's share capital structure remained unchanged, with 600,000,000 issued and fully paid ordinary shares, totaling HKD 6,000 thousand in share capital Share Capital (HKD thousands) | Number of ordinary shares | Share Capital (HKD thousands) | | :--- | :--- | | Authorised share capital (HKD 0.1 par value per share) | 1,000,000,000 | 10,000 | | Issued and fully paid share capital (HKD 0.1 par value per share) | 600,000,000 | 6,000 | - The Company's share capital remained unchanged as of June 30, 2025, and December 31, 2024[44] Share Premium and Other Reserves Total reserves slightly decreased this period, primarily due to the loss for the period, partially offset by the transfer of revaluation reserve to retained earnings from a disposal transaction and positive exchange differences; Chinese law mandates companies to appropriate statutory reserves Share Premium and Other Reserves (HKD thousands) | Item | June 30, 2025 (HKD thousands) | January 1, 2024 (HKD thousands) | | :--- | :--- | :--- | | Share premium | 63,332 | 63,332 | | Capital reserve | 15,642 | 15,642 | | Revaluation reserve | 1,737 | 7,685 | | Exchange reserve | (132) | (131) | | Statutory reserve | 1,522 | 1,522 | | Retained earnings | 8,227 | 9,271 | | Total | 90,328 | 97,321 | - Due to a disposal transaction, HKD 14,806 thousand from the revaluation reserve was transferred to retained earnings[45] - Chinese laws and regulations require companies registered in China to appropriate certain statutory reserves, which are transferred from their respective statutory financial statements' reported net profit before profit distribution to equity holders[46] Dividends The Board did not declare any interim dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board did not declare any interim dividend for the six months ended June 30, 2025 (2024: nil)[47] Related Party Transactions Related party transactions this period primarily included interest expenses paid to a director and key management personnel compensation, both increasing compared to the prior corresponding period Interest Expense (HKD thousands) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest expense paid to a director | 46 | 31 | Key Management Personnel Compensation (HKD thousands) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Salaries, wages and other benefits | 1,592 | 1,518 | | Defined contribution retirement plan contributions | 63 | 58 | | Total key management personnel compensation | 1,655 | 1,576 | Management Discussion and Analysis Business Review As an integrated engineering solutions provider, the Group's business performance was impacted by Hong Kong tunneling project delays, product specification shifts in China, and the completion of major overseas projects, leading to a revenue decline this period; management anticipates improved sales in the second half - The Group is an integrated engineering solutions provider supplying specialized cutting tools and components for construction equipment, prefabricated steel components and equipment, specialized construction equipment, and repair and maintenance services[50] - Hong Kong market: Major tunneling project extensions led to delays in cutting tool and component orders and production, while the foundation business was weak due to an uncertain property market[51] - China market: The tunneling market is gradually recovering, but a shift in product specification requirements led to a decline in performance; the company is expanding its product offerings to enhance competitiveness[52] - Overseas markets: Performance significantly declined, mainly because major projects in North America and Asia Pacific were largely completed last year, with new projects still in early stages[53] Financial Review Revenue decreased by 35.0% this period, but a larger reduction in cost of sales boosted the gross profit margin to 42.4%; selling expenses declined due to reduced overseas sales, and significant exchange gains were recorded; administrative expenses remained stable, net finance costs decreased, ultimately narrowing the loss attributable to owners of the company - The Group's revenue decreased by approximately 35.0% to HKD 19.5 million, primarily due to a decline in overseas market revenue, while Hong Kong market revenue increased due to higher sales of steel component products[54] - Gross profit margin increased from 36.0% to 42.4%, mainly due to a different sales mix and increased revenue from higher-margin repair and maintenance services and machinery rentals[55] - The Group recorded a foreign exchange gain of approximately HKD 3.4 million during the period, compared to an exchange loss of approximately HKD 1.9 million in the prior corresponding period, primarily due to the appreciation of RMB and AUD[57] - Loss attributable to owners of the Company was approximately HKD 3.1 million, compared to a loss of approximately HKD 7.6 million in the prior corresponding period, representing a significant narrowing of the loss[61] Liquidity, Financial Resources and Capital Structure The Group's liquidity and cash reserves improved due to net proceeds from the Australian disposal transaction, increasing cash and cash equivalents; despite a decrease in the current ratio, the company maintained a net cash position and a stable capital structure Liquidity, Financial Resources and Capital Structure (HKD thousands) | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Current assets | 121,379 | 147,947 | (26,568) | -17.9% | | Current liabilities | 61,560 | 60,222 | 1,338 | 2.2% | | Current ratio | 1.97 | 2.46 | (0.49) | -19.9% | | Cash and cash equivalents | 31,104 | 23,390 | 7,714 | 33.0% | - The Group's liquidity and cash reserves improved during the period due to net proceeds from the disposal transaction in Australia[62] - As of June 30, 2025, the Group maintained a net cash position of approximately HKD 14.2 million and did not record a gearing ratio[64] Foreign Currency Risk and Treasury Policy The Group primarily faces foreign currency risks from EUR, RMB, USD, and AUD; while currently lacking a hedging policy, the company manages risk by using major foreign currencies for contract settlements and converting some foreign currencies to HKD periodically, continuously assessing and monitoring foreign exchange risk - The principal currencies in which the Group transacts include Euro, Renminbi, US Dollar, and Australian Dollar[65] - Although the Group did not adopt any hedging policy during the period, the Directors believe that foreign exchange risk can be managed by using major foreign currencies as contract settlement currencies and for settling supplier payments[65] - The Group will continue to assess and monitor the foreign exchange risk it faces from time to time and may consider adopting hedging policies when necessary[65] Capital Commitments As of June 30, 2025, the Group had no capital commitments - As of June 30, 2025, the Group had no capital commitments[66] Significant Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the six months ended June 30, 2025, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures[67] Material Investments Held For the six months ended June 30, 2025, the Group held no material investments - For the six months ended June 30, 2025, the Group held no material investments[68] Pledge of Assets As of June 30, 2025, Executive Director Mr. Ng Lai Ming's life insurance policy was pledged as collateral for certain bank facilities - As of June 30, 2025, Mr. Ng Lai Ming's life insurance policy, with a sum assured of USD 1,582,862, was pledged as collateral for certain bank facilities[69] Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[70] Interim Dividend The Board did not declare any interim dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board did not declare an interim dividend for the six months ended June 30, 2025[71] Employees and Remuneration Policy The Group's total headcount remained stable, while total staff costs decreased; remuneration policy is based on qualifications, experience, position, and tenure, rewarding outstanding performers with salary adjustments, bonuses, and promotions, fostering good employee relations - As of June 30, 2025, the Group had 41 employees, consistent with December 31, 2024[72] - For the six months ended June 30, 2025, the Group's total staff costs were approximately HKD 7.4 million, a decrease from HKD 8.2 million in the prior corresponding period[72] - The Group primarily determines employee salaries based on each employee's qualifications, relevant experience, position, and tenure, and appropriately rewards outstanding performers through salary adjustments, bonuses, and promotions[72] Corporate Governance and Other Information Directors and Changes in Directors' Information The company's Board of Directors includes executive and independent non-executive directors; Mr. Ng Yung Wong was appointed Executive Director this period, and Independent Non-Executive Director Ms. Luk Pui Yin's professional roles changed - Executive Directors: Mr. Ng Lai Ming (Chairman of the Board and Chief Executive Officer), Mr. Ng Lai Tong, Mr. Ng Lai Po, and Mr. Ng Yung Wong[74] - Mr. Ng Yung Wong was appointed as an Executive Director on June 27, 2025[74][75] - Independent Non-Executive Director Ms. Luk Pui Yin ceased to be a licensed representative and fund management director of Bay Area Capital Limited effective May 8, 2025[74] Directors' and Chief Executive's Interests and/or Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation As of June 30, 2025, several directors held long positions in the company's shares, with Mr. Ng Lai Ming, through his wholly-owned JAT United Company Limited, holding a 60.68% interest as the largest shareholder Directors' Interests in Shares | Director | Nature of Interest | Number of Shares | Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Ng Lai Ming | Interest in controlled corporation (JAT United) | 364,095,000 | 60.68% | | Mr. Ng Lai Tong | Beneficial owner | 29,025,000 | 4.84% | | Mr. Ng Lai Po | Beneficial owner | 4,500,000 | 0.75% | - Mr. Ng Lai Ming wholly owns JAT United Company Limited and is therefore deemed to be interested in all shares held by JAT United[77] - Mr. Ng Lai Ming is the elder brother of Mr. Ng Lai Tong and Mr. Ng Lai Po[77] Substantial Shareholders' Interests and/or Short Positions in Shares and Underlying Shares of the Company As of June 30, 2025, JAT United Company Limited and the spousal interest held by Ms. Law So Lin, Mr. Ng Lai Ming's spouse, were both substantial shareholders of the company, holding 60.68% of the shares Substantial Shareholders' Interests in Shares | Shareholder | Capacity/Nature of Interest | Number of Shares | Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | JAT United | Beneficial owner | 364,095,000 | 60.68% | | Ms. Law So Lin | Interest of spouse (spouse of Mr. Ng Lai Ming) | 364,095,000 | 60.68% | - JAT United is wholly owned by Mr. Ng Lai Ming[79] - Ms. Law So Lin is the spouse of Mr. Ng Lai Ming, and is therefore deemed to be interested in all the shares in which Mr. Ng Lai Ming is interested[80] Share Option Scheme The company adopted a share option scheme in 2017, valid for ten years; no share options have been granted, exercised, or cancelled since its adoption - The Company adopted a Share Option Scheme on June 19, 2017[82] - The scheme is valid and effective for ten years from the date of adoption, after which no further share options may be granted[83] - As of the date of this report, no share options have been granted, exercised, or cancelled[82] 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[84] Standard of Dealings in Securities by Directors The company adopted a code for directors' securities dealings no less exacting than the GEM Listing Rules, and all directors confirmed compliance throughout the reporting period - The Company has adopted a code of conduct regarding directors' dealings in securities, the terms of which are no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[85] - Following specific enquiry of all Directors, all Directors have confirmed that they have complied with the required standard set out in the Standard Code for the six months ended June 30, 2025, and up to the date of this report[85] Corporate Governance and Compliance with the Corporate Governance Code The company is committed to high corporate governance, adopting the Corporate Governance Code in Appendix C1 of the GEM Listing Rules; despite the Chairman and CEO roles being combined, the Board believes this arrangement ensures unified leadership and efficient decision-making - The Company has adopted the Corporate Governance Code as set out in Appendix C1 to the GEM Listing Rules and has complied with it for the six months ended June 30, 2025, and up to the date of this report, save for the deviation mentioned below[86] - Code Provision C.2.1 of the Corporate Governance Code stipulates that the roles of chairman and chief executive officer should be separate and not performed by the same individual; however, Mr. Ng Lai Ming currently holds both positions in the Company[87][88] - The Board believes that combining the roles of Chairman and Chief Executive Officer ensures unified leadership within the Group, leading to more effective and efficient overall strategic planning[88] Competing Interests For the six months ended June 30, 2025, and up to the report date, no directors, substantial shareholders, or their respective associates held any interests in businesses competing with the Group's operations - For the six months ended June 30, 2025, and up to the date of this report, none of the Company's Directors, substantial shareholders, or their respective associates had any interests in businesses that compete with the Group's business[89] Audit Committee The Audit Committee comprises four independent non-executive directors, with Mr. Tai Wai Kwok as Chairman; the committee reviewed this report and provided recommendations and comments - The Audit Committee members are Mr. Tai Wai Kwok (Chairman), Ir. Lo Kok Keung, Mr. Lau Chi Leung, and Ms. Luk Pui Yin, all of whom are independent non-executive directors[90] - The Audit Committee has reviewed this report and provided its recommendations and comments thereon[90]