RESULTS This section presents the company's financial performance through key statements, highlighting profitability, financial health, equity movements, and cash flow dynamics CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS Revenue from continuing operations slightly decreased, impacting gross profit and leading to a decline in profit for the period despite lower finance costs, with discontinued operations ceasing Key Financial Indicators from Continuing Operations (For the Six Months Ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | Y-o-Y Change (%) | | :--- | :------------- | :----------------------- | :----------- | | Revenue | 28,092 | 28,783 | -2.4% | | Cost of Sales and Services | (10,651) | (10,066) | 5.8% | | Gross Profit | 17,441 | 18,717 | -6.8% | | Other Income | 1,458 | 1 | 145700.0% | | Administrative Expenses | (7,898) | (5,762) | 37.1% | | Research and Development Expenses | (5,893) | (5,954) | -1.0% | | Selling and Distribution Expenses | (2,984) | (4,468) | -33.2% | | Operating Profit | 2,124 | 2,534 | -16.3% | | Finance Costs | (32) | (119) | -73.1% | | Profit Before Taxation from Continuing Operations | 2,092 | 2,415 | -13.3% | | Income Tax Expense | (259) | (81) | 219.8% | | Profit for the Period from Continuing Operations | 1,833 | 2,334 | -21.5% | | Loss for the Period from Discontinued Operations | – | (7) | -100.0% | | Profit for the Period | 1,833 | 2,327 | -21.2% | Earnings Per Share (HK cents) | Indicator | 2025 (HK cents) | 2024 (HK cents) (Restated) | | :--- | :---------- | :----------------------- | | From Continuing Operations | 0.60 | 0.61 | | From Discontinued Operations | – | – * | | Total | 0.60 | 0.61 | * Amount less than HKD 0.01 cents CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME The company recorded a profit of HKD 1,833 thousand for the period, with total comprehensive income reaching HKD 1,906 thousand due to exchange differences from foreign operations translation Total Comprehensive Income for the Period (For the Six Months Ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :------------- | :----------------------- | | Profit for the Period | 1,833 | 2,327 | | Exchange Differences on Translation of Financial Statements of Foreign Operations | 73 | – | | Total Comprehensive Income for the Period | 1,906 | 2,327 | - Total comprehensive income attributable to owners of the Company was HKD 2,377 thousand (2024: HKD 2,330 thousand), while that attributable to non-controlling interests was HKD (471) thousand (2024: HKD (3) thousand)17 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION As of June 30, 2025, total assets and liabilities increased, driven by significant growth in inventories, trade and other receivables, and current liabilities, yet net assets continued to grow Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :------------- | :------------- | | Non-current Assets | | | | Property, Plant and Equipment | 324 | 295 | | Intangible Assets | 33 | 33 | | Goodwill | 9 | 9 | | Deferred Tax Assets | 4,019 | – | | Total Non-current Assets | 4,385 | 337 | | Current Assets | | | | Inventories | 16,834 | 10,034 | | Trade and Other Receivables | 27,233 | 18,477 | | Current Tax Recoverable | 1,371 | – | | Cash and Cash Equivalents | 24,033 | 32,897 | | Total Current Assets | 69,471 | 61,408 | | Current Liabilities | | | | Trade and Other Payables | 7,044 | 5,527 | | Contract Liabilities | 39,262 | 29,578 | | Interest-bearing Borrowings | – | 740 | | Amount Due to a Director | – | 2 | | Lease Liabilities | 133 | 526 | | Current Tax Payable | – | 29 | | Total Current Liabilities | 46,439 | 36,402 | | Net Assets | 26,599 | 24,416 | | Total Equity | 26,599 | 24,416 | - Non-current assets significantly increased from HKD 337 thousand in 2024 to HKD 4,385 thousand in 2025, primarily due to the recognition of deferred tax assets19 - Net current assets decreased from HKD 25,006 thousand in 2024 to HKD 23,032 thousand in 202519 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY As of June 30, 2025, the company's total equity increased to HKD 26,599 thousand, driven by profit for the period, exchange differences from foreign operations, and capital contributions from non-controlling interests in subsidiaries Summary of Changes in Equity (For the Six Months Ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :------------- | :----------------------- | | Total Equity at Beginning of Period | 24,416 | (4,561) | | Profit/(Loss) for the Period | 1,833 | 2,327 | | Exchange Differences on Translation of Financial Statements of Foreign Operations | 73 | – | | Contribution from Non-controlling Shareholders of a Subsidiary | 277 | – | | Total Equity at End of Period | 26,599 | (2,234) | - Accumulated losses attributable to owners of the Company decreased from HKD (450,617) thousand as of January 1, 2024, to HKD (404,195) thousand as of June 30, 202523 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS During the reporting period, the company's operating cash flow shifted from net inflow to net outflow, investing cash outflow decreased, and financing cash outflow increased, resulting in a net decrease in cash and cash equivalents Condensed Consolidated Cash Flows (For the Six Months Ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :------------- | :----------------------- | | Net Cash (Used in)/Generated from Operating Activities | (7,840) | 6,791 | | Net Cash Used in Investing Activities | (74) | (453) | | Net Cash (Used in)/Generated from Financing Activities | (890) | 674 | | Net (Decrease)/Increase in Cash and Cash Equivalents | (8,804) | 7,012 | | Cash and Cash Equivalents at Beginning of Period | 32,897 | 3,198 | | Effect of Exchange Rate Changes | (60) | – | | Cash and Cash Equivalents at End of Period | 24,033 | 10,210 | - Operating cash flow shifted from a net inflow of HKD 6,791 thousand in the same period of 2024 to a net outflow of HKD 7,840 thousand in the same period of 202525 - Financing cash flow shifted from a net inflow of HKD 674 thousand in the same period of 2024 to a net outflow of HKD 890 thousand in the same period of 2025, primarily due to repayment of interest-bearing borrowings and amounts due to a director25 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS This section details the basis of preparation, significant accounting policies, and specific notes to the condensed consolidated financial statements BASIS OF PREPARATION AND ACCOUNTING POLICIES The condensed consolidated financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, with 2024 interim results restated due to revised revenue calculation for e-commerce and product sales businesses, and new HKFRS amendments having no material impact - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the GEM Listing Rules of The Stock Exchange of Hong Kong Limited2729 - The Group's condensed consolidated interim results for the six months ended June 30, 2024, were adjusted due to the adoption of revised revenue calculation for advertising e-commerce and supply chain management services and product sales businesses2830 Impact of 2024 Interim Results Restatement | Affected Item | Previously Reported (HKD thousands) | Restated Amount (HKD thousands) | Impact of Restatement (HKD thousands) | | :---------- | :----------------- | :----------------- | :----------------- | | Revenue | 36,749 | 28,783 | (7,966) | | Cost of Sales | (20,471) | (10,066) | 10,405 | | Selling and Distribution Expenses | (1,402) | (4,468) | (3,066) | | Earnings Per Share (HK cents) | 0.23 | 0.18 | (0.05) | REVENUE AND SEGMENT REPORTING The company's revenue primarily stems from three continuing operations: software platform services, product sales, and advertising e-commerce and supply chain management services, with software platform services revenue declining and advertising e-commerce and supply chain management services revenue significantly increasing in H1 2025 - The Group's continuing operations comprise three reportable and operating segments: software platform business, product sales business, and advertising e-commerce and supply chain management services business47485769 Segment Revenue (For the Six Months Ended June 30) | Segment | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | Y-o-Y Change (%) | | :--------------------------------- | :------------- | :----------------------- | :----------- | | Software Platform Services | 14,750 | 17,925 | -17.7% | | Product Sales | 5,032 | 4,385 | 14.8% | | Commission Income from Product Sales Agency | 2,081 | 2,911 | -28.5% | | Advertising E-commerce and Supply Chain Management Services | 6,229 | 3,562 | 74.9% | | Total | 28,092 | 28,783 | -2.4% | Revenue by Timing of Recognition (For the Six Months Ended June 30) | Timing of Revenue Recognition | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :------------- | :------------- | :----------------------- | | At a point in time | 17,673 | 16,945 | | Over time | 10,419 | 11,838 | | Total | 28,092 | 28,783 | Revenue by Geographical Region (For the Six Months Ended June 30) | Region | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :------------- | :----------------------- | | Hong Kong | 14,742 | 17,898 | | China | 13,342 | 10,858 | | Other | 8 | 27 | | Total | 28,092 | 28,783 | Revenue from Major Customers (For the Six Months Ended June 30) | Customer | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :------------- | :----------------------- | | Customer B2 | 10,016 | 7,243 | | Customer A1 | Not Applicable | 2,897 | | Customer C3 | Not Applicable | 3,562 | * Customers A1 and C3 did not contribute more than 10% of total revenue in 2025 OTHER INCOME Other income significantly increased in the first half of 2025, primarily due to government grants provided by the Chinese government to key supported enterprises under the product sales segment Other Income (For the Six Months Ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :------------- | :------------- | | Bank Interest Income | 1 | – | | Government Grants | 1,443 | – | | Miscellaneous Income | 14 | 1 | | Total | 1,458 | 1 | - Government grants primarily refer to subsidies provided by the Chinese government to key supported enterprises under the product sales segment, with one of the Group's subsidiaries listed as a key supported enterprise by the Chinese government103104 PROFIT BEFORE TAXATION In the first half of 2025, the company's profit before taxation from continuing operations was impacted by increased staff costs and depreciation expenses, although finance costs decreased Profit Before Taxation Components (For the Six Months Ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :------------- | :----------------------- | | Finance Costs | | | | Interest on Lease Liabilities | 9 | 29 | | Interest on Other Borrowings | 23 | 90 | | Subtotal | 32 | 119 | | Staff Costs | | | | Salaries, Wages and Other Benefits | 11,278 | 9,720 | | Contributions to Defined Contribution Retirement Plans | 577 | 451 | | Provision for Long Service Payments | 151 | – | | Reversal of Provision for Long Service Payments | (260) | – | | Subtotal | 11,746 | 10,171 | | Other Items | | | | Cost of Inventories Sold | 1,960 | 2,320 | | Cost of Services | 8,691 | 7,746 | | Depreciation of Property, Plant and Equipment | 57 | 18 | - Staff costs (including directors' emoluments) increased by 15.5% from HKD 10,171 thousand in 2024 to HKD 11,746 thousand in 2025106 - Depreciation of property, plant and equipment significantly increased by 216.7% from HKD 18 thousand in 2024 to HKD 57 thousand in 2025106 INCOME TAX Hong Kong subsidiaries had no assessable profits and thus no Hong Kong profits tax, while Chinese subsidiaries are subject to a 25% corporate income tax rate, with some qualifying for a preferential 5% rate as small low-profit enterprises, and no income tax in Cayman Islands and BVI - Hong Kong subsidiaries had no assessable profits for the six months ended June 30, 2025, and therefore no provision for Hong Kong profits tax was made (2024: HKD nil)107110 - Subsidiaries incorporated in China are subject to China corporate income tax at a rate of 25% (2024: 25%), with certain Chinese subsidiaries qualifying as small low-profit enterprises enjoying a preferential income tax rate of 5%108111 - The Group is not subject to income tax in the Cayman Islands and British Virgin Islands according to income tax rules and regulations109112 DISCONTINUED OPERATION The company's mobile game and application business, operated by First Surplus, was deregistered and ceased operations on December 31, 2024, resulting in no related losses for the first half of 2025 - The Group's mobile game and application business was related to game publishing services, development of mobile games and related intellectual property and platforms, and mobile applications provided by First Surplus, a non-wholly owned subsidiary of the Company114116 - On December 31, 2024, the Company deregistered First Surplus and ceased the operation of its mobile game and application business from December 31, 2024115116 Results of Discontinued Operation (For the Six Months Ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :------------- | :----------------------- | | Other Administrative Expenses | – | (7) | | Operating Loss | – | (7) | | Finance Costs | – | – | | Loss for the Period from Discontinued Operation | – | (7) | INTERIM DIVIDEND The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)118119 EARNINGS PER SHARE Basic and diluted earnings per share for the first half of 2025 were HKD 0.60 cents, a slight decrease from HKD 0.61 cents in the same period of 2024, with basic and diluted EPS being identical due to no potential dilutive ordinary shares Earnings Per Share (For the Six Months Ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :------------- | :----------------------- | | Profit/(Loss) for the Period Attributable to Owners of the Company | | | | – From Continuing Operations | 2,299 | 2,334 | | – From Discontinued Operations | – | (4) | | Total | 2,299 | 2,330 | | Weighted Average Number of Ordinary Shares in Issue (thousands) | 381,792 | 381,792 | - As there were no potential dilutive ordinary shares, the diluted earnings per share for the six months ended June 30, 2025 and 2024, were the same as the basic earnings per share125127 PROPERTY, PLANT AND EQUIPMENT In the first half of 2025, the company's cost of purchasing property, plant and equipment was HKD 75,000, a significant decrease compared to the same period last year - For the six months ended June 30, 2025, the Group purchased items of property, plant and equipment with a total cost of HKD 75,000 (for the six months ended June 30, 2024: HKD 453,000)126128 TRADE AND OTHER RECEIVABLES As of June 30, 2025, total trade and other receivables significantly increased, primarily driven by growth in prepayments and net recoverable VAT, with a notable rise in amounts due within one month in the trade receivables aging structure Trade and Other Receivables (As of June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :------------- | :------------- | | Gross Trade Receivables | 3,108 | 2,313 | | Less: Impairment Losses | (246) | (245) | | Net Trade Receivables | 2,862 | 2,068 | | Gross Other Receivables | 5,894 | 4,082 | | Less: Impairment Losses | (38) | (37) | | Net Other Receivables | 5,856 | 4,045 | | Deposits | 547 | 566 | | Net Recoverable VAT | 1,627 | 562 | | Prepayments | 16,341 | 11,236 | | Total | 27,233 | 18,477 | Aging Analysis of Trade Receivables (As of June 30) | Aging | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :------------- | :------------- | | Less than one month | 1,412 | 443 | | Over one month but less than three months | 858 | 522 | | Over three months but less than six months | 112 | 365 | | Over six months but less than twelve months | 480 | 738 | | Total | 2,862 | 2,068 | - Prepayments increased by 45.4% from HKD 11,236 thousand in 2024 to HKD 16,341 thousand in 2025131 TRADE AND OTHER PAYABLES As of June 30, 2025, total trade and other payables increased, with a significant rise in trade payables, and the aging analysis indicates that most trade payables are due within three months Trade and Other Payables (As of June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :------------- | :------------- | | Trade Payables | 3,819 | 1,806 | | Other Payables | 3,225 | 3,721 | | Total | 7,044 | 5,527 | Aging Analysis of Trade Payables (As of June 30) | Aging | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :------------- | :------------- | | Less than one month | 40 | – | | Over one month but less than three months | 2,952 | 1,806 | | Over three months but less than six months | 267 | – | | Over six months but less than twelve months | 560 | – | | Total | 3,819 | 1,806 | - Trade payables increased by 111.5% from HKD 1,806 thousand in 2024 to HKD 3,819 thousand in 2025136 AMOUNT DUE TO A DIRECTOR As of June 30, 2025, the amount due to Mr. Liu Guanzhou, a director, is interest-free, unsecured, and repayable on demand - The amount due to a director, Mr. Liu Guanzhou, is interest-free, unsecured, and repayable on demand140141 SHARE CAPITAL As of June 30, 2025, the company's authorized share capital was HKD 120,000,000, divided into 12,000,000,000 shares of HKD 0.01 each, with 381,792,000 ordinary shares issued and fully paid, following a capital reorganization and rights issue in 2024 - As of June 30, 2025, the Company's authorized share capital was HKD 120,000,000, divided into 12,000,000,000 shares of HKD 0.01 each143178 - As of June 30, 2025, 381,792,000 ordinary shares of HKD 0.01 each were issued and fully paid, totaling HKD 3,818 thousand143178 - On July 8, 2024, the Company completed a capital reorganization involving share consolidation, capital reduction, and share subdivision, and on August 15, 2024, the Company raised net proceeds of approximately HKD 28.9 million through a rights issue145148150 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS As of June 30, 2025, the carrying amounts of the company's financial instruments measured at cost or amortized cost did not significantly differ from their fair values - The carrying amounts of the Group's financial instruments measured at cost or amortized cost did not significantly differ from their fair values as of June 30, 2025, and December 31, 2024146149 RELATED PARTY TRANSACTIONS In the first half of 2025, key management personnel compensation significantly increased Key Management Personnel Compensation (For the Six Months Ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :------------- | :------------- | | Short-term Employee Benefits | 2,275 | 1,003 | - Key management personnel compensation (short-term employee benefits) increased by 126.8% from HKD 1,003 thousand in 2024 to HKD 2,275 thousand in 2025153 EVENTS AFTER THE REPORTING PERIOD Subsequent to the reporting period, the company entered into a placing agreement with Emperor Securities Limited on August 21, 2025, to place up to 25,452,800 new shares, but this agreement was terminated the following day, August 22 - On August 21, 2025, the Company entered into a placing agreement with Emperor Securities Limited to place up to 25,452,800 new shares at a placing price of HKD 0.55 per share154156 - On August 22, 2025, the Company and the placing agent entered into a termination agreement, mutually agreeing to immediately terminate the placing agreement155156 MANAGEMENT DISCUSSION AND ANALYSIS This section provides an in-depth review of the company's financial performance and strategic outlook, covering key financial metrics, business segment performance, and future growth initiatives FINANCIAL REVIEW In the first half of 2025, the company's total revenue slightly decreased due to lower software platform business sales, while advertising e-commerce and supply chain management services revenue significantly grew, leading to reduced gross profit and increased administrative and other operating expenses, ultimately resulting in a decline in profit for the period and a deterioration in both gearing and current ratios - For the six months ended June 30, 2025, the Group recorded total revenue of approximately HKD 28,092,000, a decrease of approximately HKD 691,000 or 2.4% compared to approximately HKD 28,783,000 in the same period of 2024158159 - Revenue from the software platform business segment decreased by approximately HKD 3,175,000, while revenue from advertising e-commerce and supply chain management services business increased to approximately HKD 6,229,000158159 - Gross profit decreased by approximately HKD 1,276,000 or 6.8% to approximately HKD 17,441,000, while administrative and other operating expenses increased by approximately HKD 591,000 or 3.7% to approximately HKD 16,775,000162163166167 - The consolidated net profit attributable to owners of the Company was approximately HKD 2,299,000, a slight decrease from HKD 2,330,000 in the same period last year170174 Financial Resources and Liquidity Indicators (As of June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :------------- | :------------- | | Cash and Cash Equivalents | 24,033 | 32,897 | | Total Assets | 73,856 | 61,745 | | Total Liabilities | 47,257 | 37,329 | | Gearing Ratio (Total Liabilities/Total Assets) | 64% | 60% | | Current Ratio (Current Assets/Current Liabilities) | 1.60 | 1.70 | | Number of Employees | 81 | 76 | | Staff Costs (including Directors' Emoluments) | 11,746 | 10,171 | BUSINESS REVIEW AND PROSPECT The company remains focused on its three core businesses: software platform, advertising e-commerce and supply chain management services, and product sales, with software platform revenue declining due to government spending cuts, while advertising e-commerce and supply chain management services performed satisfactorily with significant revenue growth, as the company commits to technological innovation, China market expansion, and leveraging big data trends - The Group continues to focus on three main business categories: software platform business, advertising e-commerce and supply chain management services business, and product sales business192196 - Revenue from the software platform business segment decreased by approximately 17.7%, primarily due to the government's annual 2% reduction in recurrent expenditure starting from 2025, leading to a more conservative approach by government departments towards new IT projects193194195197 - The advertising e-commerce and supply chain management services business performed satisfactorily, achieving segment revenue of approximately HKD 6,229,000, an increase of approximately 74.9%, accounting for 22.2% of the Group's total revenue200202 - Looking ahead, the Group will continue to strengthen its competitiveness, develop software platforms, maintain long-term relationships with existing customers, and actively participate in tenders to expand its customer base204208 - The company will leverage the rising trend of big data applications to refine production and sales strategies, facilitate entry into global markets, and optimize efficiency while enhancing consumer experience205208 - The Group will continue to develop and expand its business in China with potential opportunities, including but not limited to allocating more resources to research and development of industrial software, seeking opportunities to develop or acquire intellectual property and brands aligned with its industrial software strategy, and building a consumer-scenario-driven ecosystem business207209 OTHER INFORMATION This section provides additional disclosures regarding directors' and substantial shareholders' interests, share option schemes, related party transactions, corporate governance, and other compliance matters DIRECTORS' INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES As of June 30, 2025, Mr. Liu Guanzhou held 57.55% of the company's shares, making him the largest beneficial owner Directors' Shareholdings (As of June 30) | Director Name | Capacity | Number of Shares (thousands) | Approximate Percentage of Shareholding | | :------- | :--- | :--------------- | :------------- | | Mr. Liu Guanzhou | Beneficial Owner | 219,729,750 (L) | 57.55% | - "L" denotes a long position in the Company's shares; the total number of issued shares of 381,792,000 as of June 30, 2025, was used to calculate the approximate percentage212213 DIRECTORS' AND CHIEF EXECUTIVES' RIGHTS TO ACQUIRE SHARES OR DEBT SECURITIES During the reporting period, neither the company nor any of its subsidiaries entered into any arrangements enabling directors, chief executives, their spouses, or minor children to benefit from acquiring shares or debt securities of the company - Save as disclosed in this report, at no time during the period has the Company or any of its subsidiaries entered into any arrangements to enable any directors and chief executives, their respective spouses or children under 18 years of age to acquire benefits by means of the acquisition of shares or debt securities (including debentures) of the Company or any other body corporate215216 SUBSTANTIAL SHAREHOLDERS' INTERESTS IN SECURITIES OF THE COMPANY As of June 30, 2025, apart from the directors, Ms. Zhang Jiahui was deemed to hold 57.55% of the company's shares due to spousal interest, making her a substantial shareholder Substantial Shareholders' Shareholdings (As of June 30) | Substantial Shareholder Name | Capacity | Number of Shares (thousands) | Approximate Percentage of Shareholding | | :----------- | :--- | :--------------- | :------------- | | Ms. Zhang Jiahui | Interest of Spouse | 219,729,750 (L) | 57.55% | - Ms. Zhang Jiahui is the spouse of Mr. Liu Guanzhou; under the Securities and Futures Ordinance, Ms. Zhang is deemed to be interested in all shares in which Mr. Liu has an interest218219 SHARE OPTION SCHEME The company's share option scheme expired on May 8, 2023, and no share options were granted or outstanding during the reporting period - The share option scheme was valid for ten years from May 8, 2013, and expired on May 8, 2023, with no new share option scheme adopted since then221226 - No share options were granted or outstanding for the six months ended June 30, 2025, or 2024222226 IMPORTANT EVENTS AFTER THE REPORTING PERIOD_2 Subsequent to the reporting period, the company entered into a placing agreement with Emperor Securities Limited on August 21, 2025, to place up to 25,452,800 new shares, but this agreement was terminated the following day, August 22 - On August 21, 2025 (after trading hours), the Company entered into a placing agreement with Emperor Securities Limited, whereby the Company conditionally agreed to place up to 25,452,800 new shares at a placing price of HKD 0.55 per placing share through the placing agent on a best-effort basis223227 - On August 22, 2025 (after trading hours), the Company and the placing agent entered into a termination agreement, whereby the Company and the placing agent agreed to immediately terminate the placing agreement224227 DIRECTORS' INTERESTS IN COMPETING BUSINESS During the reporting period and up to the date of this report, no director, to the best of their knowledge, held any interest in any business that competes or may compete with the Group's business - During the period and up to the date of this report, to the best knowledge of the directors, no director had any interest in any business that competes or may compete with the business carried on by the Group229234 CORPORATE GOVERNANCE CODE The company is committed to high standards of corporate governance, complying with the Corporate Governance Code in Appendix 15 of the GEM Listing Rules during the reporting period, except for code provision A.2.1 (separation of Chairman and Chief Executive roles), where the Chief Executive role is currently jointly held by executive directors - The Company has complied with the code provisions of the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules throughout the period, save for code provision A.2.1231235 - According to code provision A.2.1 of the Corporate Governance Code, the roles of chairman and chief executive should be separate and not performed by the same individual; the Company does not have a chief executive, and this role is currently jointly held by the executive directors232233236 - The Board believes that the balance of power and authority can be maintained through the operation of the Board, which is composed of experienced individuals capable of making and implementing decisions promptly233236 AUDIT COMMITTEE The Audit Committee, comprising three independent non-executive directors with Mr. Fu Enming as Chairman, has reviewed the company's accounting principles, internal controls, and financial reporting matters, including the unaudited interim report for the current period - The Audit Committee comprises three independent non-executive directors: Mr. Fu Enming, Ms. Lam Yuen Man, and Mr. Xia Qiankun, with Mr. Fu Enming serving as the Chairman of the Audit Committee237240 - The primary duties of the Audit Committee are to review the draft annual report and accounts and half-year report of the Company and provide recommendations and advice to the Board, as well as to review and monitor the Group's financial reporting process, risk management, and internal controls237240 - The Audit Committee has reviewed the accounting principles and practices adopted by the Company and discussed internal controls and financial reporting matters with the Board, including the review of the unaudited interim report for the period238241 CODE OF CONDUCT REGARDING SECURITIES TRANSACTIONS BY DIRECTORS The company has adopted a code of conduct for directors' securities transactions that is no less stringent than required by the GEM Listing Rules, and no non-compliance by directors was identified during the reporting period - The Company has adopted a code of conduct regarding securities transactions by directors, the terms of which are no less stringent than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules239242 - Following specific enquiries made to all directors, the Company is not aware of any non-compliance with the required standard of dealings and its code of conduct regarding securities transactions by directors during the period239242 PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities243
悟喜生活(08148) - 2025 - 中期财报