惠陶集团(08238) - 2025 - 中期业绩

Corporate Information This chapter outlines Wintop Group (Holdings) Limited's fundamental corporate information, covering board members, authorized representatives, key committees, principal addresses, auditor, bankers, legal advisor, and share registrars Board of Directors The Board of Directors consists of one executive director and three independent non-executive directors - Executive Director: Ms. Liu Li[17][18] - Independent Non-Executive Directors: Ms. Wong Tsz Ling, Mr. Li Kwok Lun, Mr. Lo Tak Wai[17][18] Authorized Representatives The company's authorized representatives are Ms. Liu Li and Mr. Yu Yi - Authorized Representatives: Ms. Liu Li, Mr. Yu Yi[17][18] Company Secretary The company secretary is Mr. Yu Yi - Company Secretary: Mr. Yu Yi[17][18] Audit Committee The Audit Committee comprises three independent non-executive directors, with Ms. Wong Tsz Ling as chairperson - Chairperson: Ms. Wong Tsz Ling[17][18] - Members: Mr. Li Kwok Lun, Mr. Lo Tak Wai[17][18] Remuneration Committee The Remuneration Committee comprises three independent non-executive directors, with Ms. Wong Tsz Ling as chairperson - Chairperson: Ms. Wong Tsz Ling[17][18] - Members: Mr. Li Kwok Lun, Mr. Lo Tak Wai[17][18] Nomination Committee The Nomination Committee comprises three independent non-executive directors, with Ms. Wong Tsz Ling as chairperson - Chairperson: Ms. Wong Tsz Ling[17][18] - Members: Mr. Li Kwok Lun, Mr. Lo Tak Wai[17][18] Corporate Governance and Risk Management Committee The Corporate Governance and Risk Management Committee comprises three independent non-executive directors, with Ms. Wong Tsz Ling as chairperson - Chairperson: Ms. Wong Tsz Ling[17][18] - Members: Mr. Li Kwok Lun, Mr. Lo Tak Wai[17][18] Head Office and Principal Place of Business The company's head office and principal place of business is located at Room 913, 9/F, Chinachem Plaza, 77 Mody Road, Tsimshatsui East, Kowloon, Hong Kong - Address: Room 913, 9/F, Chinachem Plaza, 77 Mody Road, Tsimshatsui East, Kowloon, Hong Kong[19][20] Auditor The company's auditor is High Praise CPA Limited - Auditor: High Praise CPA Limited[19][20] Principal Bankers The company's principal bankers include Bank of Communications Co, Ltd and The Hongkong and Shanghai Banking Corporation Limited - Principal Bankers: Bank of Communications Co, Ltd, The Hongkong and Shanghai Banking Corporation Limited[19][20] Legal Advisor The company's legal advisor is Y.T. Hui, C.W. Kan & Co, located at Unit A1, 11/F, Hyde Centre, 18 Luard Road, Wanchai, Hong Kong - Legal Advisor: Y.T. Hui, C.W. Kan & Co[19][20] - Address: Unit A1, 11/F, Hyde Centre, 18 Luard Road, Wanchai, Hong Kong[19][20] Registered Office The company's registered office is located at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands - Address: Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands[19][20] Company Website The company's website is http://www.wintogroup.hk - Company Website: http://www.wintogroup.hk[20](index=20&type=chunk) Principal Share Registrar and Transfer Office The company's principal share registrar and transfer office is Conyers Trust Company (Cayman) Limited - Principal Share Registrar and Transfer Office: Conyers Trust Company (Cayman) Limited[20] - Address: Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands[20] Hong Kong Branch Share Registrar and Transfer Office The company's Hong Kong branch share registrar and transfer office is Tricor Investor Services Limited - Hong Kong Branch Share Registrar and Transfer Office: Tricor Investor Services Limited[21] - Address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong[21] GEM Stock Code The company's GEM stock code is 8238 - GEM Stock Code: 8238[21] Interim Results This chapter presents Wintop Group's unaudited condensed consolidated financial information for the six months ended June 30, 2025, including statements of profit or loss, financial position, changes in equity, and cash flows, with comparative data and detailed notes Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group experienced significant revenue growth, but increased cost of sales and operating expenses led to an expanded loss attributable to owners of the Company Statement of Profit or Loss and Other Comprehensive Income for the Six Months Ended June 30, 2025 | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Revenue | 11,824 | 7,672 | 4,152 | 54.12% | | Cost of Sales | (5,252) | (2,148) | (3,104) | 144.51% | | Gross Profit/(Loss) | 6,572 | 5,523 | 1,049 | 19.00% | | Other Income | 31 | 48 | (17) | -35.42% | | Operating Expenses | (6,373) | (5,422) | (951) | 17.54% | | Finance Costs | (638) | (556) | (82) | 14.75% | | Profit/(Loss) Before Taxation | (408) | (406) | (2) | 0.49% | | Income Tax Expense | – | – | – | 0.00% | | Profit/(Loss) and Total Comprehensive Income/(Expense) for the Period | (408) | (406) | (2) | 0.49% | | Profit/(Loss) Attributable to Owners of the Company | (316) | (112) | (204) | 182.14% | | Profit/(Loss) Attributable to Non-controlling Interests | (92) | (294) | 202 | -68.71% | | Basic and Diluted Profit/(Loss) Per Share (HK cents) | (0.36) | (0.18) | (0.18) | 100.00% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's current assets slightly increased, but a rise in current liabilities led to a further expansion of net current liabilities and total equity deficiency Condensed Consolidated Statement of Financial Position as at June 30, 2025 | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change (HK$'000) | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Non-current Assets | | | | | | Plant and Equipment | 638 | 779 | (141) | -18.10% | | Intangible Assets | 330 | 330 | 0 | 0.00% | | Current Assets | | | | | | Inventories | 4,544 | 1,004 | 3,540 | 352.59% | | Trade and Other Receivables and Deposits | 16,793 | 15,374 | 1,419 | 9.23% | | Amount Due from a Shareholder | 1,379 | 1,379 | 0 | 0.00% | | Amount Due from a Non-controlling Shareholder of a Subsidiary | 30 | 30 | 0 | 0.00% | | Bank Balances and Cash | 5,027 | 9,590 | (4,563) | -47.58% | | Current Liabilities | | | | | | Trade and Other Payables | 22,731 | 26,660 | (3,929) | -14.74% | | Provisions | 37,489 | 37,489 | 0 | 0.00% | | Contract Liabilities | 1 | 1 | 0 | 0.00% | | Other Borrowings | 7,300 | 2,800 | 4,500 | 160.71% | | Amount Due to a Director of a Subsidiary | 357 | 265 | 92 | 34.72% | | Net (Liabilities)/Assets | (39,137) | (38,729) | (408) | 1.05% | | Total Equity | (39,137) | (38,729) | (408) | 1.05% | Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the Group's accumulated losses and losses attributable to non-controlling interests both increased, leading to a further expansion of the total capital deficiency attributable to owners of the Company Statement of Changes in Equity for the Six Months Ended June 30, 2025 | Indicator | As at January 1, 2025 (HK$'000) | Total Comprehensive Expense for the Period (HK$'000) | As at June 30, 2025 (HK$'000) | | :--- | :--- | :--- | :--- | | Share Capital | 17,419 | – | 17,419 | | Share Premium | 118,803 | – | 118,803 | | Statutory Reserve | 49 | – | 49 | | Capital Reserve | 7,591 | – | 7,591 | | Accumulated Losses | (180,010) | (316) | (180,326) | | Subtotal (Attributable to Owners of the Company) | (36,148) | (316) | (36,464) | | Non-controlling Interests | (2,581) | (92) | (2,673) | | Total | (38,729) | (408) | (39,137) | Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group generated net cash outflow from operating activities, and despite inflows from financing activities, total cash and cash equivalents saw a net decrease Statement of Cash Flows for the Six Months Ended June 30, 2025 | Activity | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (9,063) | 3,016 | (12,079) | | Net Cash Used in Investing Activities | – | – | – | | Net Cash From Financing Activities | 4,500 | 4,859 | (359) | | Net Increase/(Decrease) in Cash and Cash Equivalents | (4,563) | 7,875 | (12,438) | | Cash and Cash Equivalents at January 1 | 9,590 | 3,552 | 6,038 | | Cash and Cash Equivalents at June 30 | 5,027 | 11,427 | (6,400) | Notes to the Unaudited Condensed Consolidated Financial Information This section provides detailed notes to the unaudited condensed consolidated financial information, covering general company information, accounting policies, revenue analysis by segment, profit/loss before taxation, income tax, dividends, earnings per share, aging analysis of receivables and payables, and share capital structure 1. General Information and Basis of Preparation This note describes the company's registration details, listing date, presentation currency, and the accounting standards used for financial statement preparation - The Company was incorporated in the Cayman Islands on December 7, 2012, and listed on GEM on February 16, 2015[32][36] - Financial results are presented in Hong Kong Dollars and prepared in accordance with Hong Kong Financial Reporting Standards (HKFRSs) issued by the Hong Kong Institute of Certified Public Accountants and the GEM Listing Rules[33][34][36] 2. Significant Accounting Policies This note outlines the newly adopted and revised HKFRSs by the Group, confirming no material impact on current or prior period results and financial position - The Group has initially adopted the following new and revised HKFRSs: Amendments to HKFRS 16, Amendments to HKAS 1 (two items), Amendments to HKAS 7 and HKFRS 7[38][39][41][42] - The adoption of new standards had no significant impact on the results and financial position for the current and prior accounting periods[39][42] 3. Revenue This note provides an analysis of the Group's revenue from continuing operations, indicating that sales of luxury goods and publication and advertising income are the main growth drivers Revenue Analysis from Continuing Operations | Business Segment | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Sales of luxury goods | 3,140 | 420 | 2,720 | 647.62% | | Publication and advertising income | 8,218 | 6,112 | 2,106 | 34.46% | | Outdoor advertising income | 242 | 738 | (496) | -67.21% | | Provision of exhibition and trade fair and related services | – | – | – | 0.00% | | Sales of fast-moving consumer goods | 224 | 402 | (178) | -44.28% | | Total Revenue | 11,824 | 7,672 | 4,152 | 54.12% | 4. Profit/(Loss) Before Taxation This note lists the main expenses affecting profit/loss before taxation, including depreciation of plant and equipment, operating lease expenses for office properties, and interest on other borrowings Composition of Profit/(Loss) Before Taxation | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Depreciation of plant and equipment | 141 | 123 | 18 | 14.63% | | Operating lease expenses for office properties | 522 | 528 | (6) | -1.14% | | Interest on loan from a major shareholder | – | 16 | (16) | -100.00% | | Interest on other borrowings | 638 | 540 | 98 | 18.15% | 5. Income Tax Expenses This note explains the Group's income tax policies in Hong Kong and Macau, noting that the Hong Kong two-tiered profits tax system has no impact due to the absence of assessable profits in Hong Kong - Hong Kong Profits Tax: Eligible group entities are taxed at 8.25% on the first HK$2,000,000 of profits and 16.5% on the remainder; the Group has no assessable profits in Hong Kong, thus no impact[49][51] - Macau Complementary Income Tax: Calculated at 12% on the estimated assessable profits for the year[50][52] 6. Dividend This note confirms that no dividends were paid or proposed for the six months ended June 30, 2025 - No dividends were paid or proposed for the six months ended June 30, 2025 (2024: nil)[54][55] 7. Profit/(Loss) Per Share This note details the calculation of basic and diluted loss per share and explains why share options were not assumed to be converted in the diluted calculation Profit/(Loss) Per Share Calculation | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Profit/(Loss) for the period attributable to owners of the Company | (316) | (112) | | Weighted average number of ordinary shares for basic profit/(loss) per share calculation | 87,091,200 | 62,413,081 | | Basic and diluted (loss)/profit per share (HK cents) | (0.36) | (0.18) | - The calculation of diluted profit or loss per share did not assume the conversion of the Company's outstanding share options, as their exercise would result in a reduction in loss per share from continuing operations[57][59] 8. Trade and Other Receivables This note outlines the Group's credit policy and provides an aging analysis of trade receivables, showing a significant portion of receivables outstanding for over 365 days - The credit period granted to each of the Group's customers is determined by the sales team and subject to review and approval by management based on the customer's payment record, transaction volume, and length of business relationship[60][61] Aging Analysis of Trade Receivables (by overdue days) | Overdue Days | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 1 to 30 days | 4,030 | 849 | | 31 to 90 days | 273 | 468 | | 91 to 365 days | 98 | 3,455 | | Over 365 days | 37,193 | 35,403 | | Total | 41,594 | 40,175 | 9. Trade Payables This note provides an aging analysis of trade payables, indicating that most payables are aged over 90 days Aging Analysis of Trade Payables (by invoice date) | Invoice Date | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 60 days | 157 | – | | 61 to 90 days | 1,361 | – | | Over 90 days | 7,904 | 10,957 | | Total | 9,422 | 10,957 | 10. Share Capital This note details the company's authorized and issued share capital, which remained unchanged as of June 30, 2025, compared to December 31, 2024 Share Capital Structure | Class | Number of Shares as at June 30, 2025 | Share Capital as at June 30, 2025 (HK$'000) | Number of Shares as at December 31, 2024 | Share Capital as at December 31, 2024 (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Authorized ordinary shares | 500,000,000 | 100,000 | 500,000,000 | 100,000 | | Issued and fully paid ordinary shares | 87,091,200 | 17,418 | 87,091,200 | 17,418 | Management Discussion and Analysis This chapter reviews Wintop Group's business performance and financial position for the six months ended June 30, 2025, analyzing changes in revenue, costs, expenses, and net loss, along with the use of placing proceeds, liquidity, capital structure, risk management, and employee remuneration policies Business Review and Prospects The Group primarily engages in exhibition and trade fair services, publication and advertising, online sales of beauty and cosmetic products, and luxury goods sales, while closely monitoring economic uncertainties to pursue stable development and shareholder returns - Principal businesses include: (i) exhibition and trade fair business and related services; (ii) publication and advertising business (including print and online media advertising, sales of publications, advertising and related production services, and outdoor advertising); (iii) online sales of beauty and cosmetic products; and (iv) sales of luxury goods[69][73] - The Group will closely monitor uncertainties in the economic environment, formulate strategies to pursue stable development, and strive to deliver substantial returns to shareholders[70][73] Financial Review This section analyzes the Group's financial performance for the six months ended June 30, 2025, including changes in revenue, cost of sales, gross profit, operating expenses, finance costs, and profit/loss attributable to owners of the Company, along with their key drivers Revenue Total revenue increased by 54.12% year-on-year, primarily driven by increased sales of luxury goods and publication and advertising income - Total revenue increased by approximately HK$4,152,000 from approximately HK$7,672,000 in the corresponding period of 2024 to approximately HK$11,824,000 in the corresponding period of 2025[71][74] - Primarily due to increased sales of luxury goods and publication and advertising income[71][74] Cost of Sales Cost of sales significantly increased by 144.51% year-on-year, consistent with the rise in revenue from luxury goods sales - Cost of sales increased from approximately HK$2,148,000 in the corresponding period of 2024 to approximately HK$5,252,000 in the corresponding period of 2025[72][75] - This increase is consistent with the increase in revenue from luxury goods sales[72][75] Gross Profit Gross profit shifted from a gross loss in the corresponding period of 2024 to a gross profit in 2025, mainly driven by increased publication and advertising income - Gross profit increased from a gross loss of approximately HK$2,148,000 in the corresponding period of 2024 to a gross profit of approximately HK$5,242,000 in the corresponding period of 2025[76][80] - The increase in gross profit was primarily due to increased publication revenue and advertising income[76][80] Operating Expenses Operating expenses increased by approximately 18% year-on-year, primarily due to higher staff costs - Operating expenses increased by approximately 18% from approximately HK$5,422,000 in the corresponding period of 2024 to approximately HK$6,373,000 in the corresponding period of 2025[77][81] - Primarily due to increased staff costs[77][81] Finance Costs For the six months ended June 30, 2025, the Group's finance costs were approximately HK$638,000, mainly comprising interest on other borrowings - Finance costs for the six months ended June 30, 2025, were approximately HK$638,000[78][82] - Mainly comprising interest payable on other borrowings[78][82] Profit/(Loss) Attributable to Owners of the Company For the six months ended June 30, 2025, the loss attributable to owners of the Company expanded to approximately HK$316,000 - For the six months ended June 30, 2025, the Group recorded a loss attributable to owners of the Company of approximately HK$316,000[79][83] - This represents an expanded loss compared to approximately HK$112,000 in the corresponding period of 2024[79][83] Use of Proceeds from Placing This section details the actual use of net proceeds of approximately HK$3.94 million from the second placing in 2024, primarily for current business operations, development, and general working capital, all of which have been fully utilized - The second placing in 2024 was completed on December 3, 2024, involving the placement of 124,416,000 new shares at a placing price of HK$0.035 to not less than six placees[84][87] - The net proceeds of approximately HK$3.94 million were used for current business operations, development, and general working capital expenditures[85][87] - As of June 30, 2025, the net proceeds have been fully utilized, with no significant changes to the intended use[86][88][90] Liquidity, Financial Resources and Capital Structure This section analyzes the Group's liquidity, showing a decrease in the current ratio and bank balances and cash, but maintaining a stable capital structure with no bank loans - As at June 30, 2025, the Group's current ratio was approximately 0.4 times (December 31, 2024: approximately 0.6 times)[91][96] - For the six months ended June 30, 2025, there was no change in the Group's capital structure, with share capital comprising only ordinary shares[91][96] - As at June 30, 2025, the Group's bank balances and cash were approximately HK$5,027,000 (December 31, 2024: approximately HK$9,590,000)[92][96] - As at June 30, 2025, the Group had no bank loans (December 31, 2024: nil)[92][97] Gearing Ratio As of June 30, 2025, the Group's gearing ratio was 19%, a decrease from 31% as of December 31, 2024 - As at June 30, 2025, the Group's gearing ratio (calculated as total borrowings divided by shareholders' funds) was approximately 19% (December 31, 2024: approximately 31%)[93][98] Significant Investments Held For the six months ended June 30, 2025, the Group held no significant investments - For the six months ended June 30, 2025, the Group held no significant investments[94][99] Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the six months ended June 30, 2025, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - The Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures for the six months ended June 30, 2025[100][105] Pledge of Assets As of June 30, 2025, the Group had no significant pledge of assets - As at June 30, 2025, the Group had no significant pledge of assets[101][105] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As at June 30, 2025, the Group had no significant contingent liabilities[102][105] Capital Commitments As of June 30, 2025, the Group had no significant capital commitments - As at June 30, 2025, the Group had no significant capital commitments[103][105] Future Plans for Material Investments and Capital Assets The Group currently has no other plans for material investments and capital assets beyond those disclosed in this interim report - Other than those disclosed in this interim report, the Group has no other plans for material investments and capital assets[104][106] Employees and Remuneration Policies This section details the Group's employee headcount and staff costs, outlining its competitive remuneration, annual performance reviews, bonuses, training, and share option scheme aimed at attracting and retaining talent - As at June 30, 2025, the Group had approximately 11 employees (excluding directors) (December 31, 2024: approximately 12 employees)[108][110] - For the period ended June 30, 2025, staff costs (including directors' emoluments, allowances, and bonuses) totaled approximately HK$1,363,000 (June 30, 2024: approximately HK$1,124,000)[108][110] - The Group offers competitive remuneration packages, conducts annual employee performance reviews, and provides training or seminars related to the publishing business, as well as share options[109][110] Other Information This chapter covers Wintop Group's other important information, including interim dividend policy, risk management strategies, disclosure of directors' and substantial shareholders' interests, share option scheme status, listed securities transactions, changes in directors' information, code of conduct for directors' securities transactions, competing business interests, corporate governance practices, post-reporting period events, and the audit committee's review of financial statements Interim Dividend The Board recommends not paying an interim dividend for the six months ended June 30, 2025, to conserve cash for working capital and future development - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[111][115] - This aims to retain more cash to fund the Group's working capital requirements and future development[111][115] Risk Management This section outlines the Group's strategies for managing currency, interest rate, credit, and liquidity risks, aiming to identify, assess, and mitigate potential financial exposures Currency Risk The Group's monetary assets and liabilities are primarily denominated in HKD and MOP, and it does not anticipate significant currency risk - The vast majority of the Group's monetary assets and liabilities are denominated in Hong Kong Dollars and Macau Patacas, which are the functional currencies of the respective group entities[112][116] - The Group does not anticipate any significant currency risk that could materially impact its operating results[112][116] Interest Rate Risk The Group faces fair value interest rate risk related to fixed-rate other borrowings but does not expect a significant impact on operating results - During the period, the Group was exposed to fair value interest rate risk related to fixed-rate other borrowings[113][117] - The Group does not anticipate any significant interest rate risk that would severely impact its operating results[113][117] Credit Risk The Group manages credit risk by transacting with reputable counterparties, continuously monitoring credit exposure, and regularly assessing customer financial standing, with limited credit risk from bank balances - The Group has adopted a policy of transacting only with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults[114][118] - Management has established credit policies and continuously monitors these credit risks, regularly conducting credit assessments of the financial position and circumstances of key customers[119][122] - Credit risk from bank balances is limited as counterparties are banks with high credit ratings from international credit rating agencies[120][123] Liquidity Risk The Group regularly monitors liquidity requirements and compliance with loan covenants, ensuring sufficient cash and committed facilities to meet short-term and long-term liquidity needs - The Group's policy is to regularly monitor current and anticipated liquidity requirements and compliance with loan covenants[121][124] - Ensuring it maintains sufficient cash and adequate committed facilities from major financial institutions to meet its short-term and longer-term liquidity needs[121][124] Directors' and Chief Executives' Interests and/or Short Positions in Shares, Underlying Shares and Debentures of the Company or Any Associated Corporations This section discloses directors' and chief executives' interests in the company's shares as of June 30, 2025, with Mr. Lu Man Wah holding 0.04% equity Directors' Interests in the Company's Shares | Name of Director | Capacity | Interests in Shares (L) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lu Man Wah | Interest in controlled corporation | 343,300 | 0.04% | Substantial Shareholders' and Other Persons' Interests and/or Short Positions in Shares and Underlying Shares of the Company This section discloses substantial shareholders' and other persons' interests in the company's shares as of June 30, 2025, with Muhammad Shaifadila Binti holding 4.52% equity Substantial Shareholders' Interests in the Company's Shares | Name of Shareholder | Capacity | Number of Shares or Underlying Shares (L) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Muhammad Shaifadila Binti | Beneficial owner | 39,376,000 | 4.52% | Share Option Scheme The Group's share option scheme, adopted on February 16, 2015, expired on February 16, 2025 - The Group adopted a share option scheme on February 16, 2015[135][139] - The share option scheme expired on February 16, 2025[135][139] Purchase, Sale or Redemption of Listed Securities For the six months ended June 30, 2025, neither the company nor 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[136][140] Changes of Directors' Information Under Rule 17.50A(1) of the GEM Listing Rules As of June 30, 2025, the company was unaware of any changes in directors' information requiring disclosure under Rule 17.50A(1) of the GEM Listing Rules - As at June 30, 2025, to the best of the Company's knowledge, there were no changes in directors' information requiring disclosure under Rule 17.50A(1) of the GEM Listing Rules[137][141] Code of Conduct for Directors' Securities Transactions The company has adopted a code of conduct for directors' securities transactions, and all directors confirmed compliance during the reporting period - The Company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[143][145] - Following specific enquiries, all directors confirmed compliance with the required standard of dealings and their code of conduct for securities transactions for the six months ended June 30, 2025[143][145] Directors' and Controlling Shareholders' Interests in Competing Business For the six months ended June 30, 2025, the directors were unaware of any directors, controlling shareholders, or their associates having interests in businesses competing with the Group - For the six months ended June 30, 2025, the directors were unaware of any directors, controlling shareholders of the Company, and their respective associates (as defined in the GEM Listing Rules) having any business or interest that competes or may compete with the Group's business, nor were they aware of any other conflicts of interest between such persons and the Group[144][146] Corporate Governance The company is committed to maintaining high corporate governance standards and complies with the Corporate Governance Code, with decisions made by the executive director under Board oversight to ensure efficient operations, despite the unseparated roles of chairman and chief executive - The Company is committed to adhering to high standards of corporate governance practices and has complied with the Corporate Governance Code throughout the reporting period, except for Code Provision A.2.1[147][150] - The Company currently has no chief executive officer; decisions are made by the executive director and overseen by other Board members, an arrangement that enables immediate decision-making and implementation[148][150] - The Company will continue to review its corporate governance practices to enhance its corporate governance standards, comply with regulatory requirements, and meet the increasing expectations of shareholders and investors[149][151] Event After the Reporting Period As of the report date, the directors were unaware of any significant events after the reporting period that would materially impact the Group's business or financial performance - Subsequent to the reporting period and up to the date of this report, the directors were unaware of any significant events related to the Group's business or financial performance[153][156] Audit Committee and Review of Financial Statements The Audit Committee, established under GEM Listing Rules and composed of independent non-executive directors, has reviewed this interim report and the unaudited condensed consolidated financial results, submitting them to the Board for approval - The Audit Committee was established in accordance with the GEM Listing Rules, comprising Ms. Wong Tsz Ling (Chairperson), Mr. Li Kwok Lun, and Mr. Lo Tak Wai (all independent non-executive directors)[154][157] - The Audit Committee has reviewed this interim report with management, including the Group's unaudited condensed consolidated financial results for the six months ended June 30, 2025, and submitted them to the Board for approval[155][157] - The Group's condensed consolidated financial results for the six months ended June 30, 2025, have not been audited by the Company's auditor[157]