吉盛集团控股(08133) - 2025 - 中期财报

GEM Listing Features and Disclaimer This section outlines the GEM market's high-risk nature for small and medium-sized enterprises and the Board's collective responsibility for the accuracy and completeness of the report GEM Market Positioning and Risks The GEM market provides a listing platform for high-risk SMEs, where investors should be aware of potential volatility and liquidity risks - The GEM market is positioned as a listing platform for high-investment-risk small and medium-sized companies[3] - Investing in GEM securities may face significant market volatility and does not guarantee high liquidity[3] Directors' Responsibility Statement The Board of Directors jointly and severally assumes full responsibility for the report's content, confirming its accuracy, completeness, and absence of misleading information - The Board of Directors jointly and severally assumes full responsibility for this report, confirming the information is accurate, complete, and not misleading[3] Summary This section provides a concise overview of the Group's financial performance, highlighting key revenue and loss figures for the reporting period Financial Summary For the six months ended June 30, 2025, the Group's revenue from continuing operations significantly grew to HK$53.4 million, with loss attributable to equity holders narrowing to HK$0.3 million, and no interim dividend recommended Financial Performance Summary | Metric | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue from continuing operations | 53,400 | 24,800 | 115.3% increase | | Loss attributable to equity holders of the Company | (300) | (1,700) | 82.4% loss narrowed | - The Board does not recommend an interim dividend for the six months ended June 30, 2025[4] Condensed Consolidated Financial Results This section presents the Group's condensed consolidated financial results, including statements of profit or loss, financial position, equity changes, and cash flows Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's revenue from continuing operations significantly increased by 115% to HK$53,361 thousand, with gross profit rising to HK$6,971 thousand, and loss for the period narrowing to HK$326 thousand, resulting in a basic loss per share of 2.10 HK Cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 53,361 | 24,816 | +115.0% | | Cost of sales | (46,390) | (20,040) | +131.5% | | Gross profit | 6,971 | 4,776 | +46.0% | | Other income | 2,113 | 2,977 | -29.0% | | Selling and distribution expenses | (1,490) | (1,336) | +11.5% | | Administrative expenses | (7,843) | (7,874) | -0.4% | | Finance costs | (77) | (239) | -67.8% | | Loss before tax | (326) | (1,696) | -80.8% | | Loss for the period | (326) | (1,696) | -80.8% | | Loss attributable to equity holders of the Company for the period | (800) | (1,696) | -52.8% | | Basic loss per share (HK Cents) | (2.10) | (4.44) | -52.7% | - Total other comprehensive expenses for the period significantly narrowed from (HK$2,075 thousand) in 2024 to (HK$20 thousand) in 2025, primarily due to exchange differences[6] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets less current liabilities were HK$25,223 thousand, with net assets of HK$20,983 thousand, reflecting a significant increase in trade and other receivables and a decrease in inventories within current assets Condensed Consolidated Statement of Financial Position | Metric | As of June 30, 2025 (HK$ Thousand) | As of December 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 3,464 | 3,137 | +10.4% | | Current assets | 54,984 | 43,497 | +26.4% | | Current liabilities | 33,225 | 17,902 | +85.6% | | Net current assets | 21,759 | 25,595 | -14.9% | | Net assets | 20,983 | 21,003 | -0.1% | | Total equity attributable to equity holders of the Company | 20,509 | 21,003 | -2.3% | | Trade and other receivables | 34,656 | 18,642 | +85.9% | | Inventories | 11,945 | 18,626 | -35.9% | | Trade and other payables | 27,962 | 12,612 | +121.7% | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity attributable to equity holders of the Company slightly decreased from HK$21,003 thousand at the beginning of the period to HK$20,509 thousand, primarily due to the loss for the period, partially offset by an increase in exchange fluctuation reserve Condensed Consolidated Statement of Changes in Equity | Metric | As of January 1, 2025 (HK$ Thousand) | As of June 30, 2025 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Total equity attributable to equity holders of the Company | 21,003 | 20,509 | -2.3% | | Accumulated losses | (76,068) | (76,868) | Loss increased | | Exchange fluctuation reserve | 770 | 1,076 | Increased by HK$306 thousand | - Non-controlling interests were HK$474 thousand as of June 30, 2025, compared to zero in the same period of 2024, indicating a contribution to the loss for the period[10] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash used in operating activities was HK$1,852 thousand, net cash used in investing activities was HK$986 thousand, and net cash from financing activities was HK$5,077 thousand, leading to cash and cash equivalents of HK$5,353 thousand at period-end Condensed Consolidated Statement of Cash Flows | Metric | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash used in operating activities | (1,852) | (6,135) | | Net cash from (used in) investing activities | (986) | 5 | | Net cash from financing activities | 5,077 | 4,827 | | Net increase (decrease) in cash and cash equivalents | 2,239 | (1,303) | | Cash and cash equivalents at end of period | 5,353 | 3,801 | - Net cash used in operating activities significantly decreased year-on-year, indicating an alleviation of operating cash outflow pressure[12] Notes to the Unaudited Condensed Consolidated Interim Financial Statements This section details the basis of preparation, significant accounting policies, and specific notes to the unaudited condensed consolidated interim financial statements Basis of Preparation and Significant Accounting Policies These interim financial statements are presented in HK dollars, prepared in accordance with HKAS 34 and GEM Listing Rules, using the historical cost convention, with no material impact from newly adopted or revised HKFRSs - The financial statements are presented in HK dollars, adhering to Hong Kong Accounting Standard 34 and the GEM Listing Rules[13] - The initial application of new and revised Hong Kong Financial Reporting Standards has no material impact on the financial position and performance for the current and prior periods[14] Revenue The Group's revenue from continuing operations is entirely derived from the sale of cast metal products, amounting to HK$53,361 thousand for the six months ended June 30, 2025, a significant increase from the prior year Revenue Sources | Revenue Source | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Sale of cast metal products | 53,361 | 24,816 | Segment Information The Group operates in a single reportable operating segment, the metal casting segment, which has shown significant growth in revenue and performance, with major customers concentrated in Germany and the top three contributing most of the revenue - The Group has only one reportable operating segment, the metal casting segment[17] Reportable Operating Segment The metal casting segment achieved revenue of HK$53,361 thousand in the first half of 2025, with segment results turning from a loss to a profit of HK$1,798 thousand, indicating improved operating efficiency Reportable Operating Segment Performance | Metric | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Segment revenue | 53,361 | 24,816 | | Segment results | 1,798 | (286) | Revenue by Customer Location Germany is the Group's largest customer market, contributing HK$47,491 thousand in revenue for the first half of 2025, representing the majority of total revenue, with growth also seen in the China and US markets Revenue by Customer Location | Customer Location | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Germany | 47,491 | 22,468 | | China | 4,504 | 1,634 | | United States | 1,366 | 714 | Non-current Assets by Geographical Location The Group's non-current assets are primarily located in China and Hong Kong, with non-current assets in China increasing to HK$2,518 thousand as of June 30, 2025 Non-current Assets by Geographical Location | Asset Geographical Location | As of June 30, 2025 (HK$ Thousand) | As of December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Hong Kong | 925 | 883 | | China | 2,518 | 1,830 | Major Customer Information For the six months ended June 30, 2025, Customers A, B, and C were the Group's major customers, contributing HK$12,099 thousand, HK$8,798 thousand, and HK$6,003 thousand in revenue respectively, all showing significant year-on-year growth Major Customer Revenue | Customer | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Customer A | 12,099 | 5,627 | | Customer B | 8,798 | 4,095 | | Customer C | 6,003 | 2,791 | Income Tax Expense The Group is exempt from income tax in the Cayman Islands and British Virgin Islands, while Hong Kong profits tax uses a two-tiered system and China's corporate income tax rate is 25%; no income tax provision was made for the current or prior period due to the absence of assessable profits in Hong Kong and China subsidiaries - The Cayman Islands and British Virgin Islands are exempt from income tax[24] - Hong Kong profits tax operates under a two-tiered system, with a tax rate of 8.25% for the first HK$2 million of assessable profits and 16.5% for the remainder[24][25] - China subsidiaries are subject to a corporate income tax rate of 25%[26] - No income tax provision was made for the current or prior period due to the absence of assessable profits in Hong Kong and China subsidiaries[26] Loss for the Period and Interim Dividend For the six months ended June 30, 2025, the loss for the period was net of inventory costs of HK$46,390 thousand and depreciation of plant and equipment of HK$278 thousand; the Board does not recommend an interim dividend Deducted Items from Loss for the Period | Deducted Item | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Cost of inventories recognized as expense | 46,390 | 20,040 | | Depreciation of plant and equipment | 278 | 308 | | Depreciation of right-of-use assets | – | 1,158 | - The Board does not recommend an interim dividend for the six months ended June 30, 2025[27] Loss Per Share For the six months ended June 30, 2025, basic loss per share was 2.10 HK Cents, a significant narrowing from 4.44 HK Cents in the prior year, with no adjustment for diluted loss per share due to the absence of potential dilutive ordinary shares Loss Per Share | Metric | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :--- | :--- | :--- | | Weighted average number of ordinary shares in issue (Thousand Shares) | 38,184 | 38,184 | | Loss attributable to equity holders of the Company for the period (HK$ Thousand) | (326) | (1,696) | | Basic loss per share (HK Cents) | (2.10) | (4.44) | - Basic loss per share was not adjusted as there were no potential dilutive ordinary shares in issue[30] Trade and Other Receivables, Deposits and Prepayments As of June 30, 2025, total trade and other receivables increased to HK$34,656 thousand, with trade receivables (net of loss allowance) at HK$25,343 thousand, and an average credit period of 30 to 90 days Trade and Other Receivables, Deposits and Prepayments | Metric | As of June 30, 2025 (HK$ Thousand) | As of December 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Trade receivables | 25,343 | 6,203 | +308.6% | | Deposits and other receivables | 9,313 | 12,863 | -27.5% | | Total | 34,656 | 19,066 | +81.8% | - The aging analysis of trade receivables shows that amounts overdue for more than 90 days but less than one year constitute the largest portion, at HK$7,798 thousand[33] - The Group grants an average credit period of 30 to 90 days to trade customers and holds no collateral[32] Trade and Other Payables As of June 30, 2025, total trade and other payables increased to HK$27,962 thousand, with trade payables at HK$17,631 thousand, and all amounts expected to be settled within one year Trade and Other Payables | Metric | As of June 30, 2025 (HK$ Thousand) | As of December 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 17,631 | 4,669 | +277.6% | | Accruals and other payables | 10,331 | 7,943 | +30.1% | | Total | 27,962 | 12,612 | +121.7% | - The aging analysis of trade payables indicates that amounts due within 30 days represent the largest portion, at HK$12,837 thousand[35] Share Capital As of June 30, 2025, the Company's authorized share capital was HK$100,000 thousand, with issued and fully paid share capital of HK$30,547 thousand, comprising 38,184,000 shares at a par value of HK$0.8 per share, consistent with the end of 2024 Share Capital | Metric | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Authorized share capital (HK$ Thousand) | 100,000 | 100,000 | | Issued and fully paid share capital (HK$ Thousand) | 30,547 | 30,547 | | Total number of shares in issue (Thousand Shares) | 38,184 | 38,184 | | Par value per share | HK$0.8 | HK$0.8 | Significant Related Party Transactions and Balances For the six months ended June 30, 2025, key management personnel remuneration was HK$688 thousand, and the outstanding balance with related party Ms. Hu Lanying decreased to HK$739 thousand from HK$1,482 thousand at the end of 2024, being unsecured, interest-free, and repayable on demand Key Management Personnel Remuneration | Metric | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Key management personnel remuneration | 688 | 688 | Related Party Balances | Related Party | As of June 30, 2025 (HK$ Thousand) | As of December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Ms. Hu Lanying (Director) | 739 | 1,482 | - Related party balances are unsecured, interest-free, and repayable on demand[38] Management Discussion and Analysis This section provides a comprehensive review of the Group's business operations, financial performance, liquidity, and future outlook for the reporting period Business Review and Prospects The Group primarily engages in the trading and manufacturing of cast metal components in China, with significant revenue growth in the metal casting business driven by the lifting of overseas lockdowns and product portfolio diversification, despite challenging global economic conditions - The Group primarily engages in the trading and manufacturing of cast metal components in China[39] - The global economic environment continues to face challenges due to interest rate hikes and inflation[40] Metal Casting Business Metal casting products include components for pumps, valves, filters, and food machinery, with Germany as the primary market; the business saw approximately 115% year-on-year revenue growth due to lifted overseas lockdowns and product diversification - Metal casting products primarily include pump components, valve components, filter components, and food machinery components[40] - Germany is the Group's largest market, with customers also from China and the United States[40] - Metal casting business revenue increased by approximately 115% year-on-year, mainly due to rising demand across various industries and strategic product portfolio diversification[40] Financial Review The Group's revenue from continuing operations increased by 115% year-on-year to HK$53.36 million, gross profit grew by 46% to HK$6.97 million, administrative expenses slightly decreased, and loss for the period significantly narrowed by 82.4% to HK$0.3 million - The financial review covers revenue, gross profit, selling and distribution expenses, administrative expenses, finance costs, and loss for the period[41][42][43][44][45][46] Revenue Revenue from continuing operations increased by approximately 115% year-on-year to HK$53.36 million, primarily attributed to a significant improvement in the global economic environment Revenue from Continuing Operations | Metric | For the six months ended June 30, 2025 (HK$ Million) | For the six months ended June 30, 2024 (HK$ Million) | Year-on-year Growth | | :--- | :--- | :--- | :--- | | Revenue from continuing operations | 53.36 | 24.81 | 115% | Gross Profit Gross profit from continuing operations increased to HK$6.97 million, an increase of HK$2.19 million from the prior year, representing approximately 46% growth Gross Profit from Continuing Operations | Metric | For the six months ended June 30, 2025 (HK$ Million) | For the six months ended June 30, 2024 (HK$ Million) | Year-on-year Growth | | :--- | :--- | :--- | :--- | | Gross profit | 6.97 | 4.78 | 46% | Selling and Distribution Expenses Selling and distribution expenses increased to HK$1.49 million, primarily comprising packaging, transportation, customs duties, agency fees, and insurance costs Selling and Distribution Expenses | Metric | For the six months ended June 30, 2025 (HK$ Million) | For the six months ended June 30, 2024 (HK$ Million) | Year-on-year Growth | | :--- | :--- | :--- | :--- | | Selling and distribution expenses | 1.49 | 1.34 | 11.2% | Administrative Expenses Administrative expenses slightly decreased by 0.01% to HK$7.84 million, mainly including directors' and employees' salaries and benefits, exchange losses, and audit and legal professional fees Administrative Expenses | Metric | For the six months ended June 30, 2025 (HK$ Million) | For the six months ended June 30, 2024 (HK$ Million) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Administrative expenses | 7.84 | 7.87 | -0.4% | Finance Costs Finance costs primarily consist of interest on lease liabilities and other borrowings - Finance costs primarily arise from interest on lease liabilities and other borrowings[45] Loss for the Period Loss attributable to equity holders of the Company significantly narrowed to HK$0.3 million, a notable improvement from HK$1.7 million in the prior year Loss Attributable to Equity Holders | Metric | For the six months ended June 30, 2025 (HK$ Million) | For the six months ended June 30, 2024 (HK$ Million) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Loss attributable to equity holders of the Company | 0.3 | 1.7 | 82.4% loss narrowed | Interim Dividend The Board does not recommend an interim dividend for the six months ended June 30, 2025 - The Board does not recommend an interim dividend for the six months ended June 30, 2025[47] Liquidity and Financial Resources The Group's funds primarily originate from business operations and financing activities, with cash and cash equivalents of HK$5.4 million as of June 30, 2025, and no other interest-bearing borrowings apart from a director's loan Cash and Cash Equivalents | Metric | As of June 30, 2025 (HK$ Million) | As of December 31, 2024 (HK$ Million) | | :--- | :--- | :--- | | Cash and cash equivalents | 5.4 | 6.2 | - The Group's funds primarily originate from business operations and financing activities[48] - Apart from a director's loan of approximately HK$0.7 million, the Group has no other interest-bearing borrowings[48] Gearing Ratio As of June 30, 2025, the Group's gearing ratio was 24.6%, a slight increase from 23.8% at the end of 2024 Gearing Ratio | Metric | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Gearing ratio | 24.6% | 23.8% | Capital Structure The Company's capital consists solely of ordinary shares, with 38,184,000 shares issued at HK$0.8 par value as of June 30, 2025, and no debt securities or other capital instruments - The Company's capital consists solely of ordinary shares[50] Issued Share Capital | Metric | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Total number of shares in issue (Shares) | 38,184,000 | 38,184,000 | | Par value per share | HK$0.8 | HK$0.8 | - The Group had no debt securities or other capital instruments at the end of the period[50] Treasury Policy The Group adopts a prudent financial management approach, maintaining a robust liquidity position and solvency through close monitoring of liquidity, ample cash, and committed credit facilities - The Group adopts a prudent financial management approach to maintain a robust liquidity position[51] - Management manages liquidity risk by monitoring liquidity, maintaining ample cash, and committed credit facilities[51] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[52] Pledge of Assets As of June 30, 2025, the Group had no pledged assets - As of June 30, 2025, the Group had no pledged assets[53] Foreign Currency Risk The Group primarily sells products to customers in Germany, China, and the United States, with most revenue denominated in Euros, exposing it to foreign currency risk; while a surcharge mechanism partially hedges exchange rate fluctuations, there is no formal foreign currency hedging policy - The Group primarily sells products to customers in Germany, China, and the United States, with most revenue denominated in Euros, exposing it to foreign currency risk[54] - The Group partially hedges raw material costs and exchange rate fluctuations through a surcharge mechanism, but currently has no formal foreign currency hedging policy[54] Capital Commitments As of June 30, 2025, the Group had no significant capital commitments - As of June 30, 2025, the Group had no significant capital commitments[55] Material Investments Held As of June 30, 2025, the Group held no material equity investments in other companies - As of June 30, 2025, the Group held no material equity investments in other companies[56] Future Plans for Material Investments and Capital Assets As of June 30, 2025, the Group had no future plans for material investments and capital assets - As of June 30, 2025, the Group had no future plans for material investments and capital assets[57] Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies For the six months ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries and affiliated companies - For the six months ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries and affiliated companies[58] Events After the Reporting Period Subsequent to the reporting period, the Company announced a capital reduction, share subdivision, and creation of new shares, subject to approval at an extraordinary general meeting - On August 26, 2025, the Company announced a capital reduction, reducing the par value per share from HK$0.80 to HK$0.01[59] - Immediately following the capital reduction, the authorized unissued shares will be subdivided, and 3,016,536,000 adjusted shares of HK$0.01 par value each will be created[59] - The relevant matters are subject to approval by shareholders at an extraordinary general meeting[59] Employees and Remuneration Policy As of June 30, 2025, the Group had 95 employees, with total staff costs of HK$3.98 million; the Group offers competitive remuneration, reviewed regularly, and directors' and senior management's remuneration is reviewed by the Remuneration Committee Employee Headcount | Metric | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Number of employees (including directors) | 95 | 95 | Total Staff Costs | Metric | For the six months ended June 30, 2025 (HK$ Million) | For the six months ended June 30, 2024 (HK$ Million) | | :--- | :--- | :--- | | Total staff costs (including directors' remuneration) | 3.98 | 3.98 | - The Group recruits and promotes employees based on individual performance and development potential, offering competitive remuneration packages that are regularly reviewed[60] Other Information This section presents additional information, including directors' and major shareholders' interests, share option schemes, and corporate governance matters 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, Ms. Hu Lanying held 20.99% of the Company's shares, and Mr. Li Qizhi held 5.00% of the shares; no other directors or chief executives held disclosable share interests Directors' and Chief Executive's Interests | Name of Director/Chief Executive | Capacity | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Ms. Hu Lanying | Beneficial owner | 8,014,652 | 20.99% | | Mr. Li Qizhi | Beneficial owner | 1,909,200 | 5.00% | Major Shareholders' Interests and/or Short Positions in Shares and Underlying Shares of the Company As of June 30, 2025, apart from the directors, Mr. Zhang Xiaowo and Mr. Fang Jinhuo were major shareholders, holding 5.39% and 6.97% of the shares, respectively Major Shareholders' Interests | Name | Nature of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Zhang Xiaowo | Personal interest | 2,056,600 | 5.39% | | Mr. Fang Jinhuo | Personal interest | 2,661,150 | 6.97% | Share Option Scheme The Company's share option scheme was adopted on April 10, 2015, and expired on April 9, 2025, with no share options granted during its tenure - The share option scheme was adopted on April 10, 2015, and expired on April 9, 2025[63] - No share options were granted from the adoption date to the expiry date[64] Directors' Rights to Acquire Shares For the six months ended June 30, 2025, no rights to acquire shares or debentures of the Company were granted to or exercised by any director or their associates - For the six months ended June 30, 2025, no rights to acquire shares or debentures of the Company were granted to or exercised by any director or their associates[65] Purchase, Sale or Redemption of 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 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 securities[66] Compliance with the Code of Conduct for Securities Transactions by Directors The Company has adopted a code of conduct for directors' securities transactions no less exacting than the GEM Listing Rules, and all directors confirmed compliance during the reporting period - The Company has adopted a code of conduct for directors' securities transactions no less exacting than the GEM Listing Rules[67] - All directors confirmed compliance with this code of conduct during the reporting period[67] Competing Interests During the reporting period, to the best of the directors' knowledge, no director or controlling shareholder had any interest in a business that competes or is likely to compete with the Group's business - During the reporting period, to the best of the directors' knowledge, no director or controlling shareholder had any interest in a business that competes or is likely to compete with the Group's business[68] Audit Committee The Audit Committee, comprising three independent non-executive directors and chaired by Ms. Yuan Huimin, has reviewed this report and provided recommendations - The Audit Committee comprises three independent non-executive directors, with Ms. Yuan Huimin serving as chairperson[69] - The Audit Committee has reviewed this report and provided recommendations and opinions[69] Corporate Governance The Company has adopted the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules and complied with its code provisions during the reporting period - The Company has adopted the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules[70] - For the six months ended June 30, 2025, the Company complied with the code provisions of the Corporate Governance Code[70] Changes in Directors' Information Disclosed Pursuant to GEM Listing Rules 17.50(2) and 17.50A(1) During the reporting period, Ms. Hu Lanying was appointed Executive Director and Chairman of Nova Group Holdings Limited, Mr. Yang Yueyong was appointed Executive Director of the Company, Ms. Yuan Huimin ceased to be a member of the Nomination Committee, and Mr. Au Shui Keung was appointed a member of the Nomination Committee - Ms. Hu Lanying was appointed Executive Director and Chairman of Nova Group Holdings Limited, whose shares were delisted on August 7, 2025[71] - Mr. Yang Yueyong was appointed Executive Director of the Company on April 2, 2025[72] - Ms. Yuan Huimin ceased to be a member of the Company's Nomination Committee from June 27, 2025, and Mr. Au Shui Keung was appointed as a member of the committee[73][74]