万里印刷(08385) - 2025 - 中期业绩

Company Information This section provides key details about the company's governance structure and fundamental corporate information Board of Directors and Committees This section lists the company's board members, including executive and independent non-executive directors, and the composition of key committees, along with essential contact information - Executive Directors include Mr. Lam Sam Ming (Chairman), Ms. Chan Sau Po, Ms. Yiu Yuen, Ms. Hui Yuk Ling and Mr. Luk Wai[9] - Independent Non-Executive Directors are Ms. Cheung Yin, Mr. Wong Hei Chiu and Mr. Leung Ka Chun[9] - The Chairman of the Review Committee is Ms. Cheung Yin, the Chairman of the Remuneration Committee is Mr. Wong Hei Chiu, the Chairman of the Nomination Committee is Mr. Lam Sam Ming, and the Chairman of the Risk Management Committee is Mr. Lam Sam Ming[9] Company General Information This section provides fundamental company details such as its registered office, principal place of business, share registrar, principal bankers, legal counsel, auditor, website, and stock code - The company's registered office, Hong Kong head office, and principal place of business are located at 3/F, Yip Cheong Centre, 10 Fung Yip Street, Chai Wan, Hong Kong[9] - The company's stock code is 8385[10] - The company's website is www.prosperous-printing-group.com.hk[10](index=10&type=chunk) Summary This section presents a high-level overview of the company's key financial performance for the period, highlighting significant changes and board decisions Key Financial Data Overview for the Period | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,200 | 43,500 | -97.2% | | Gross Profit (Loss) | (51) | 3,700 | N/A (Turned from profit to loss) | | Loss for the Period | (26,400) | (29,500) | -10.5% (Loss narrowed) | - The significant decrease in revenue was primarily due to the closure of the Shenzhen factory in May 2024 and the Huizhou factory obtaining its printing license only in May 2025, leading to reduced customer orders[11] - The Board does not recommend the declaration of an interim dividend for the period (Prior period: nil)[11] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This section provides a detailed breakdown of the company's financial performance, including revenue, costs, and various income and expense items, culminating in the total comprehensive expense for the period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 1,232 | 43,495 | | Cost of Sales | (1,283) | (39,753) | | Gross (Loss) / Profit | (51) | 3,742 | | Other Income | 127 | 1,354 | | Distribution Costs | (304) | (4,414) | | Administrative Expenses | (14,537) | (27,031) | | Operating Loss | (14,765) | (26,349) | | Finance Costs | (11,630) | (3,039) | | Loss Before Tax | (26,395) | (29,388) | | Income Tax | – | (76) | | Loss for the Period | (26,395) | (29,464) | | Exchange differences on translation of overseas operations | (26,361) | 4,147 | | Total Comprehensive Expense for the Period | (52,756) | (25,317) | | Basic and Diluted Loss Per Share (HK cents) | (28.72) | (35.65) | - Revenue for the period significantly decreased by 97.2%, leading to a gross profit turning into a gross loss[12] - Finance costs increased significantly by 282.7% year-on-year, while administrative expenses decreased by 46.2% year-on-year[12] Condensed Consolidated Statement of Financial Position This section presents a snapshot of the company's assets, liabilities, and equity at the end of the reporting period, highlighting changes in financial structure Condensed Consolidated Statement of Financial Position (As at June 30) | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Assets | | | | Property, Plant and Equipment | 37,428 | 92,166 | | Investment Properties | 42,361 | 43,935 | | Trade and Other Receivables | 18,470 | 20,288 | | Cash and Cash Equivalents | 19 | 849 | | Total Assets | 100,494 | 158,439 | | Equity | | | | Share Capital | 108,490 | 108,490 | | Accumulated Losses | (170,396) | (117,640) | | Total Equity | (61,906) | (9,150) | | Liabilities | | | | Trade and Other Payables | 14,532 | 29,822 | | Bank Loans and Overdrafts | 118,921 | 107,580 | | Total Liabilities | 162,400 | 167,589 | | Total Equity and Liabilities | 100,494 | 158,439 | - Total assets decreased from HK$158.439 million at the end of 2024 to HK$100.494 million, primarily due to a significant reduction in property, plant and equipment[13] - Total equity further deteriorated from a negative HK$9.150 million to a negative HK$61.906 million, indicating an expansion of accumulated losses[13] Condensed Consolidated Statement of Changes in Equity This section outlines the movements in the company's equity components over the reporting period, reflecting the impact of profit/loss and other comprehensive income Condensed Consolidated Statement of Changes in Equity (Six Months Ended June 30) | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Share Capital | 108,490 | 106,319 | | Exchange Reserve | (44,131) | (13,648) | | Statutory Surplus Reserve | 5,125 | 5,125 | | Capital Reserve | 3,318 | 3,318 | | Accumulated Losses | (134,708) | (92,170) | | Total Equity | (61,906) | 8,944 | - As of June 30, 2025, total equity was a negative HK$61.906 million, compared to a positive HK$8.944 million in the same period of 2024, indicating a significant deterioration in financial position[15] - The loss for the period of HK$26.395 million and other comprehensive expenses of HK$26.361 million due to exchange differences on translation of overseas operations were the main reasons for the decrease in equity[15] Condensed Consolidated Statement of Cash Flows This section details the cash inflows and outflows from operating, investing, and financing activities, providing insight into the company's liquidity management Condensed Consolidated Statement of Cash Flows (Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (3,086) | (1,874) | | Net Cash From Investing Activities | 1,105 | 385 | | Net Cash From / (Used in) Financing Activities | 453 | (251) | | Net Decrease in Cash and Cash Equivalents | (1,528) | (1,740) | | Cash and Cash Equivalents at End of Period | (12,197) | (10,649) | - Operating activities continued to generate cash outflows, with a net outflow of HK$3.086 million for the current period, an increase from the prior year[16] - Financing activities shifted from a net outflow last year to a net inflow of HK$453 thousand in the current period, primarily due to new bank loans of HK$2 million[16] Notes to the Condensed Consolidated Financial Statements This section provides supplementary information and explanations for the figures presented in the condensed consolidated financial statements 1. General Information This note introduces the basic information of Prosperous Printing Company Limited, including its incorporation date, listing status, registered office address, and the principal business activities of the company and its subsidiaries - Prosperous Printing Company Limited was incorporated in Hong Kong on December 23, 1992, and listed on GEM of The Stock Exchange of Hong Kong Limited on December 13, 2017[17] - The company and its subsidiaries (the Group) are principally engaged in the production and trading of books and paper products[19] 2. Basis of Preparation This note explains the basis for preparing the interim financial report, which is in accordance with GEM Listing Rules and HKAS 34, and has been reviewed by the company's review committee, also detailing the going concern uncertainties and mitigation measures - The interim financial report is prepared in accordance with the GEM Listing Rules of The Stock Exchange of Hong Kong Limited and Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[20] - The interim results are unaudited but have been reviewed by the company's review committee[21] Going Concern Basis This sub-section details the company's going concern uncertainties and the measures taken by the board to address them, which are crucial for the validity of the financial statements' preparation basis - As of June 30, 2025, the Group recorded a loss of approximately HK$26.395 million, net current liabilities of approximately HK$131.672 million, and bank balances and cash of approximately HK$19 thousand, indicating significant going concern uncertainties[22] - To improve its financial position, the Board has taken several measures, including exploring diversified income sources, implementing cost controls, negotiating renewal of financing with banks, disposing of properties, obtaining financial support from the controlling shareholder, and seeking additional funding[25] - This interim financial report is prepared on a going concern basis, the validity of which depends on the successful implementation and outcome of the aforementioned measures[23] 3. Changes in Accounting Policies This note clarifies that certain amendments to Hong Kong Financial Reporting Standards, effective for the current period, did not have a material impact on the Group's financial reporting, and no new standards or interpretations not yet effective were adopted - Certain amendments to Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants became effective for the Group's current accounting period but had no material impact on the Group's results and financial position[24] - The Group has not early adopted any new standards or interpretations that are not yet effective for the current accounting period[24] 4. Revenue and Segment Reporting This note details the Group's revenue composition and segment information, showing a significant decline in revenue due to factory closures and licensing delays, with the company operating as a single segment and disclosing customer revenue by geographical location - The Group's revenue refers to revenue generated from the sale of goods and provision of services[26] - The chief operating decision maker has determined that the Group has only one operating segment, which is the production of books and paper products[27] 4(a) Revenue This sub-section provides a breakdown of the Group's revenue by source, highlighting the significant decline in sales of books and paper products and the cessation of subcontracting services Revenue Breakdown (Six Months Ended June 30) | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Sales of books and paper products | 1,232 | 41,013 | | Provision of subcontracting services | – | 2,482 | | Total | 1,232 | 43,495 | - Revenue from sales of books and paper products significantly decreased during the period, and revenue from subcontracting services was zero[26] - All revenue is recognized at a point in time[26] 4(b) Segment Reporting This sub-section presents the Group's revenue from contracts with customers categorized by geographical location, illustrating the significant contraction in key markets Revenue from Contracts with Customers by Geographical Location (Six Months Ended June 30) | Geographical Location | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 1,051 | 23,782 | | Mainland China | – | 2,482 | | United States | 181 | 16,920 | | United Kingdom | – | 311 | | Total | 1,232 | 43,495 | - Hong Kong remained the primary source of revenue during the period, but revenue significantly contracted, while revenue from Mainland China and the United Kingdom was zero[29] 5. Other Income This note details the composition of the Group's other income, which significantly decreased due to the absence of one-off income streams recognized in the prior period Other Income (Six Months Ended June 30) | Income Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank interest income | – | 39 | | Profit from disposal of scrap materials | – | 431 | | Government grants - PRC government subsidies | – | 176 | | Gain on disposal of property, plant and machinery and equipment | – | 346 | | Net exchange gain / (loss) | 1 | (32) | | Rental income | – | 274 | | Miscellaneous income | 126 | 120 | | Total | 127 | 1,354 | - Other income decreased by approximately 90.6% from approximately HK$1.4 million in the prior period to approximately HK$127 thousand in the current period[30] - The decrease was due to one-off income recognized in the prior period related to scrap sales, disposal of property, plant and machinery and equipment, government grants, and rental income[48] 6. Income Tax This note discloses the Group's income tax expense, which was nil for the current period, and outlines the applicable tax rates for its operations in Hong Kong, Mainland China, and the British Virgin Islands Income Tax (Six Months Ended June 30) | Tax Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current tax - Hong Kong Profits Tax | – | 76 | | Current tax - PRC Enterprise Income Tax | – | – | | Deferred tax | – | – | | Total | – | 76 | - Hong Kong Profits Tax adopts a two-tiered system, with the first HK$2 million of assessable profits taxed at 8.25% and the remainder at 16.5%[31] - PRC subsidiaries are subject to a tax rate of 25%, while British Virgin Islands subsidiaries are exempt from tax[31] 7. Loss Per Share This note calculates and discloses the Group's basic and diluted loss per share, indicating a narrowing of the basic loss per share for the current period with no dilutive potential ordinary shares 7(a) Basic Loss Per Share This sub-section presents the calculation of the basic loss per share, based on the loss attributable to ordinary equity holders and the weighted average number of shares outstanding - Basic loss per share was 28.72 HK cents (Six months ended June 30, 2024: 35.65 HK cents)[32] - The calculation is based on a loss attributable to ordinary equity holders of the Company of approximately HK$26.395 million and a weighted average of 104.388 million ordinary shares outstanding during the interim period[32] 7(b) Diluted Loss Per Share This sub-section clarifies that there were no dilutive potential ordinary shares, resulting in the diluted loss per share being identical to the basic loss per share - There were no dilutive potential ordinary shares for the six months ended June 30, 2025 and 2024, thus the diluted loss per share was the same as the basic loss per share[33] 8. Dividends This note states that the Board does not recommend the payment of a dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of a dividend for the six months ended June 30, 2025 (Six months ended June 30, 2024: nil)[34] 9. Property, Plant and Equipment This note discloses the changes in the Group's property, plant and equipment, primarily related to the acquisition and disposal of self-owned assets, including a loss incurred from the disposal of machinery in the current period 9(a) Acquisition and Disposal of Self-Owned Assets This sub-section details the specific transactions involving the acquisition and disposal of the Group's self-owned assets, highlighting the financial impact of these activities - During the six months ended June 30, 2025, machinery with a carrying amount of HK$2.051 million was disposed of, resulting in a loss on disposal of HK$946 thousand[35] - During the six months ended June 30, 2024, machinery with a carrying amount of nil was disposed of, resulting in a gain on disposal of HK$346 thousand[36] 10. Trade and Other Receivables This note provides a detailed breakdown and ageing analysis of the Group's trade and other receivables, showing the composition and maturity profile of these assets Trade and Other Receivables (As at June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables, net of loss allowance | 16,321 | 16,694 | | Other receivables | 2,043 | 3,488 | | Utilities and other deposits | 106 | 106 | | Total | 18,470 | 20,288 | Ageing Analysis of Trade Receivables (As at June 30) | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 1 month | 156 | 288 | | 1 to 3 months | 684 | 1,934 | | 3 to 6 months | 1,027 | 851 | | 6 to 12 months | 2,222 | 835 | | Over 1 year | 12,232 | 12,786 | | Total | 16,321 | 16,694 | - Trade receivables are generally due within 180 days from the invoice date[38] 11. Trade and Other Payables This note provides a detailed breakdown and ageing analysis of the Group's trade and other payables, indicating a significant decrease in total payables and a concentration of older trade payables Trade and Other Payables (As at June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables | 6,543 | 19,152 | | Other payables and accrued expenses | 7,989 | 10,670 | | Total | 14,532 | 29,822 | Ageing Analysis of Trade Payables (As at June 30) | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 1 month | – | 1,764 | | 1 to 3 months | – | 63 | | 3 to 6 months | – | 3,585 | | 6 to 12 months | 5,412 | 6,163 | | Over 1 year | 1,131 | 7,577 | | Total | 6,543 | 19,152 | 12. Fair Value Measurement of Financial Instruments This note explains the Group's methodology for fair value measurement of financial instruments, classifying them into a three-level hierarchy based on the observability and significance of valuation inputs 12(i) Financial Assets and Liabilities Measured at Fair Value This sub-section describes the three-level fair value hierarchy used for classifying financial instruments, based on the nature of the inputs used in their valuation - The fair value hierarchy is divided into three levels: Level 1 (unadjusted quoted prices in active markets), Level 2 (observable inputs without significant unobservable inputs), and Level 3 (significant unobservable inputs)[41] Management Discussion and Analysis This section provides a comprehensive review of the Group's operational and financial performance, strategic outlook, and key financial management aspects for the reporting period Business Review and Future Prospects The Group's revenue significantly declined due to factory closures and licensing delays, leading to a shift in business model towards outsourcing, with future plans to leverage project management for overseas orders and explore new printing technologies - The Group's revenue decreased by approximately 97.2% from approximately HK$43.5 million in the prior period to approximately HK$1.2 million in the current period[42] - The Shenzhen factory ceased operations in June 2024, the Hong Kong factory ceased operations, and the business model shifted from self-owned factory production to outsourcing printing and binding to the Huizhou factory or other subcontractors in China[43] - The Huizhou factory obtained its printing license in May 2025 and can now conduct printing business[43] - Future plans include streamlining the business model, leveraging competitive advantages to secure overseas orders, outsourcing production to reduce fixed costs, and exploring diversified income sources and more technologically advanced printing business opportunities[44] Financial Review This section provides a detailed review of the period's financial metrics, including revenue, cost of sales, gross profit (loss), other income, distribution costs, administrative expenses, finance costs, income tax, and loss for the period, analyzing the main reasons for each change Revenue This sub-section discusses the significant decrease in revenue, primarily attributed to the closure of the Shenzhen factory and the delayed printing license for the Huizhou factory - Revenue decreased by approximately 97.2% from approximately HK$43.5 million in the prior period to approximately HK$1.2 million in the current period[45] - The decrease was mainly due to the closure of the Shenzhen factory in May 2024 and the Huizhou factory obtaining its printing license only in May 2025, leading to reduced sales orders[45] Cost of Sales This sub-section analyzes the reduction in cost of sales, directly linked to the significant decline in revenue and sales orders - Cost of sales decreased by approximately 96.8% from approximately HK$39.8 million in the prior period to approximately HK$1.3 million in the current period[46] - The decrease was mainly due to reduced revenue and sales orders[46] Gross Profit (Loss) and Gross Profit (Loss) Margin This sub-section highlights the shift from a gross profit to a gross loss, primarily driven by the reduction in sales orders - The Group recorded a gross loss of approximately HK$51 thousand in the current period, compared to a gross profit of approximately HK$3.7 million in the prior period[47] - The decrease in gross profit was mainly due to reduced sales orders[47] Other Income This sub-section explains the substantial decrease in other income, primarily due to the absence of one-off income streams recognized in the previous period - Other income decreased by approximately 90.6% from approximately HK$1.4 million in the prior period to approximately HK$127 thousand in the current period[48] - The decrease was due to one-off income recognized in the prior period related to scrap sales, disposal of property, plant and machinery and equipment, government grants, and rental income[48] Distribution Costs This sub-section details the reduction in distribution costs, directly attributable to the decrease in sales orders - The Group recorded distribution expenses of approximately HK$304 thousand in the current period, compared to approximately HK$4.4 million in the prior period[49] - The decrease was due to reduced sales orders[49] Administrative Expenses This sub-section analyzes the decrease in administrative expenses, mainly due to reductions in staff costs, benefits, and directors' emoluments - Administrative expenses decreased by approximately 46.2% from approximately HK$27.0 million in the prior period to HK$14.5 million in the current period[50] - The decrease was due to reduced staff costs and benefits, and directors' emoluments[50] Finance Costs This sub-section highlights the significant increase in finance costs for the current period compared to the prior period - In the current period, the Group recorded finance costs of approximately HK$11.6 million, a significant increase from approximately HK$3.0 million in the prior period[51] Income Tax This sub-section notes the absence of income tax expense for the current period, contrasting with a small expense in the prior period - Income tax for the current period was zero, compared to approximately HK$0.1 million in the prior period[52] Loss for the Period This sub-section summarizes the Group's net loss for the period, indicating a narrowing of the loss despite challenges, primarily due to decreased revenue and increased finance costs - The Group recorded a loss of approximately HK$26.4 million in the current period, compared to a loss of HK$29.5 million in the prior period, indicating a narrowing of the loss[53] - The net loss was primarily due to decreased revenue (factory closures, licensing delays) and increased finance costs[53] Liquidity and Financial Resources As of the reporting date, the Group had net current liabilities of approximately HK$131.67 million, a current ratio of 0.12, and net debt of approximately HK$62.9 million, with significant bank borrowings due within one year - As of the reporting date, the Group's net current liabilities were approximately HK$131.67 million (December 31, 2024: approximately HK$134.21 million)[54] - As of the reporting date, the Group's current ratio was 0.12 (December 31, 2024: 0.14)[54] - As of the end of the period, net debt was approximately HK$62.9 million (December 31, 2024: approximately HK$9.2 million)[54] - As of the reporting date, bank loans and overdrafts of approximately HK$118.9 million were repayable within one year[55] Foreign Exchange Management The Group's foreign exchange risk primarily arises from receivables, payables, and cash balances denominated in foreign currencies, with no hedging activities undertaken during the period - The Group's foreign exchange risk primarily arises from receivables, payables, and cash balances denominated in foreign currencies (US dollars, Renminbi, British Pounds, and Japanese Yen)[56] - During the period, the Group did not enter into or trade any financial instruments for hedging purposes[56] Pledges of the Group's Assets As of the reporting date, bank financing was secured by various Group assets, including bank deposits, financial assets, trade receivables, property, plant and equipment, and rental income from Hong Kong properties, with HK$159.4 million of the HK$175.9 million facility utilized - Bank financing is secured by the Group's bank deposits, financial assets at fair value through profit or loss, the Group's trade receivables, the Group's property, plant and equipment, assignment of rental income from the Group's properties in Hong Kong, proceeds from key management personnel insurance policies, and corporate guarantees from the Company and certain subsidiaries[57] - As of the reporting date, the total amount of these bank facilities was HK$175.9 million, with HK$159.4 million utilized[57] - As of June 30, 2025, property and machinery with a carrying amount of HK$37.4 million were pledged as collateral for bank financing[57] Capital Structure The company's shares were listed on GEM on December 13, 2017, and the total number of issued shares remained at 104.388 million since the completion of a placing on September 20, 2024, with no changes in capital structure during the period - The Company's shares were successfully listed on GEM on December 13, 2017[58] - Since the completion of the placing on September 20, 2024, the total number of issued shares of the Company has been 104.388 million, with no changes in the capital structure during the period[58] Capital Expenditure Capital expenditure primarily involves the acquisition of property, plant and equipment, with no capital expenditure incurred during the current period, and funding sourced from internal resources, finance leases, and bank borrowings - Capital expenditure primarily includes the acquisition of property, plant and equipment (such as production machinery)[59] Group's Capital Expenditure (As at June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Property, Plant and Equipment | – | 92,166 | | Intangible Assets | – | – | | Total | – | 92,166 | - Capital expenditure for the period was funded through internal resources, finance leases, and bank borrowings[59] Contingent Liabilities There were no significant contingent liabilities during the current period - There were no significant contingent liabilities[61] Commitments As of the reporting date, there were no unprovided capital commitments for expenditure in the financial statements - As of the reporting date, there were no unprovided capital commitments for expenditure in the financial statements (December 31, 2024: nil)[62] Employees and Remuneration Policy As of the reporting date, the Group had 9 employees, with directors' and senior management's remuneration reviewed periodically based on market levels, responsibilities, and company performance - As of the reporting date, the Group had 9 employees (December 31, 2024: 9 employees)[63] - Directors and senior management receive remuneration in the form of directors' fees, salaries, benefits in kind, and/or discretionary bonuses, with remuneration benefits reviewed and determined periodically[63] Material Investments, Material Acquisitions and Disposals, and Future Plans for Material Investments or Capital Assets There were no material investments, acquisitions, or disposals during the current period, nor any future plans for material investments or capital assets as of the reporting date - During the period, the Group had no material investments, nor any material acquisitions or disposals[64] - As of the reporting date, the Group had no future plans regarding any material investments or capital assets[64] Events After the Reporting Period To the best of the Board's knowledge, there were no significant disclosable events after the reporting period - To the best of the Board's knowledge, there were no disclosable events after the reporting period[65] Dividends The Board does not recommend the payment of an interim dividend for the current period, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the current period (Prior period: nil)[66] Other Information This section covers additional disclosures including share option schemes, share transactions, director changes, interests disclosures, corporate governance practices, and committee reviews Share Option Scheme The company has adopted a share option scheme, but no options were granted, exercised, cancelled, lapsed, or forfeited during the period, and no outstanding options existed at period-end - No share options were granted, exercised, cancelled, lapsed, or forfeited under the scheme during the period[68] - There were no outstanding share options as of the reporting date[68] Purchase, Sale or Redemption of Shares Neither the company nor any of its subsidiaries purchased, sold, or redeemed any shares during the current period - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any shares during the period[69] Changes in Directors Ms. Hui Yuk Ling and Mr. Luk Wai were appointed as executive directors of the company on April 7, 2025, and April 9, 2025, respectively - Ms. Hui Yuk Ling and Mr. Luk Wai were appointed as executive directors of the company on April 7, 2025, and April 9, 2025, respectively[70] Disclosure of Interests This section discloses the interests and short positions of directors and substantial shareholders in the company's shares and associated corporations, including controlled corporate interests and pledged shares Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations This sub-section details the interests and short positions held by directors and the chief executive in the company's shares, underlying shares, or debentures Directors' Interests in the Company (As at June 30, 2025) | Director Name | Capacity | Number of Shares | Percentage of Interest in the Company | | :--- | :--- | :--- | :--- | | Mr. Lam Sam Ming | Controlled Corporation Interest | 48,000,000 (L) | 45.98% | | Ms. Yiu Yuen | Spouse's Interest | 48,000,000 (L) | 45.98% | - Mr. Lam Sam Ming holds 48,000,000 shares through First Tech, which is wholly owned by him[74] - Ms. Yiu Yuen, as the spouse of Mr. Lam Sam Ming, is deemed to have an interest in the same number of shares[74] Substantial Shareholders' Interests and Short Positions in Shares Discloseable Under Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance This sub-section outlines the interests and short positions of substantial shareholders in the company's shares, as required by the Securities and Futures Ordinance Substantial Shareholders' Interests in Shares (As at June 30, 2025) | Substantial Shareholder Name | Capacity | Number of Shares | Percentage of Interest in the Company | | :--- | :--- | :--- | :--- | | First Tech | Beneficial Owner | 48,000,000 (L) | 45.98% | | Yili | Person with a security interest in shares | 7,200,000 (L) | 6.90% | - First Tech has pledged 6.90% of its shares in the issued share capital of the Company to a third-party lender[76] - Yili is wholly owned by Yili International Holdings Limited, which is 50% owned by Mr. Zhao Zhisheng and 50% by Mr. Zhang Dingjian[76] Corporate Governance Practices The company complied with the Corporate Governance Code's principles and applicable provisions during the period, with the exception of the Chairman and CEO roles being held by the same individual, which the board deems in the company's best interest - The company has complied with the principles and applicable code provisions of the Corporate Governance Code during the period[77] - Mr. Lam Sam Ming holds both the Chairman and Chief Executive Officer positions, which deviates from Corporate Governance Code Provision C.2.1[78] - The Board believes that Mr. Lam's continued dual role is in the best interests of the Group, and the experienced and capable Board, including three independent non-executive directors, ensures a sufficient balance of power and authority[78] Chairman and Chief Executive Officer This sub-section specifically addresses the combined roles of Chairman and Chief Executive Officer, noting the individual's extensive industry experience - Mr. Lam Sam Ming serves as both the Chairman and Chief Executive Officer of the company, possessing over 39 years of experience in the printing industry[78] Code of Conduct for Securities Transactions by Directors The company adopted the GEM Listing Rules as its code of conduct for directors' securities transactions, and all directors confirmed full compliance during the period - The company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for directors' securities transactions in shares[80] - Following specific enquiries with all directors, each of them has confirmed full compliance with the required standards of dealing set out in the code of conduct during the period[80] Directors' Interests in Competing Business No director or their close associates held any direct or indirect interests in businesses competing or potentially competing with the Group's business, other than within the Group itself - Save for members of the Group, no director or their respective close associates had any direct or indirect interest in any business that competes or is likely to compete with the Group's business[81] Review Committee The Review Committee, established on November 15, 2017, has reviewed the Group's unaudited consolidated financial results for the period and found them to be in compliance with applicable accounting standards and GEM Listing Rules, with adequate disclosure - The company established a Review Committee on November 15, 2017[82] - The Review Committee has reviewed the Group's unaudited consolidated financial results for the period and is of the opinion that they comply with applicable accounting standards and the GEM Listing Rules and have been adequately disclosed[82]