中国集成控股(01027) - 2025 - 中期财报

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company's revenue decreased by 7.2% to 173,416 thousand RMB, but loss significantly narrowed to 3,488 thousand RMB, a substantial improvement from 11,985 thousand RMB in the prior period, with basic and diluted loss per share at 0.85 RMB cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Revenue | 173,416 | 186,910 | | Cost of sales | (157,497) | (168,464) | | Gross profit | 15,919 | 18,446 | | Other income and net other gains/(losses) | 9,371 | (1,368) | | Selling and distribution expenses | (8,304) | (7,851) | | Administrative expenses | (18,220) | (19,318) | | Finance costs | (1,735) | (1,886) | | Loss before tax | (2,969) | (11,977) | | Income tax expense | (519) | (8) | | Loss for the period | (3,488) | (11,985) | | Loss for the period attributable to owners of the Company | (3,488) | (11,985) | | Basic and diluted loss per share (RMB cents) | (0.85) | (2.91) | - Loss for the period significantly narrowed from approximately 12 million RMB in H1 2024 to approximately 3 million RMB in H1 2025[4][77] - Basic and diluted loss per share decreased from 2.91 RMB cents in H1 2024 to 0.85 RMB cents in H1 2025[4][77] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets slightly increased, while net current assets and total equity slightly decreased, driven by a significant increase in bank balances and cash, and a reduction in inventories and trade receivables Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 44,329 | 46,003 | | Right-of-use assets | 11,782 | 12,050 | | Current assets | | | | Inventories | 111,830 | 135,648 | | Financial assets at fair value through profit or loss | 12,268 | 6,427 | | Trade receivables | 102,053 | 114,156 | | Prepayments and other receivables | 58,328 | 47,907 | | Loan receivables | 10,101 | 10,398 | | Pledged time deposits | 23,030 | 22,843 | | Bank balances and cash | 38,644 | 4,145 | | Current liabilities | | | | Trade and bills payables | 58,414 | 51,398 | | Accruals, other payables and contract liabilities | 8,329 | 12,595 | | Bank borrowings | 96,120 | 81,470 | | Tax payable | 2,102 | 2,665 | | Total equity | 247,400 | 251,449 | - Bank balances and cash significantly increased from approximately 4.1 million RMB as of December 31, 2024, to approximately 38.6 million RMB as of June 30, 2025[7] - Inventories decreased by approximately 17.5% to 111,830 thousand RMB, and trade receivables decreased by approximately 10.5% to 102,053 thousand RMB[7] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the Group's total equity decreased from 251,449 thousand RMB at the beginning of the year to 247,400 thousand RMB, primarily due to the loss for the period and negative exchange differences, partially offset by shareholder capital contributions Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Indicator | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | As at 1 January (audited) | 251,449 | 239,598 | | Loss for the period | (3,488) | (11,985) | | Exchange differences arising on translation of financial statements | (582) | 454 | | Total comprehensive expense for the period | (4,070) | (11,531) | | Capital contribution from shareholders | 21 | 194 | | Lapsed share options | – | – | | As at 30 June (unaudited) | 247,400 | 228,261 | - In H1 2025, loss for the period was 3,488 thousand RMB, a significant narrowing from 11,985 thousand RMB in H1 2024[9] - In H1 2025, exchange differences arising on translation of financial statements were a negative 582 thousand RMB, compared to a positive 454 thousand RMB in H1 2024[9] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group generated net cash of 19,496 thousand RMB from operating activities, a significant improvement from a net outflow, resulting in a net increase of 34,532 thousand RMB in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 19,496 | (28,531) | | Net cash (used in)/generated from investing activities | (519) | 5,026 | | Net cash generated from financing activities | 15,555 | 21,306 | | Net increase/(decrease) in cash and cash equivalents | 34,532 | (2,199) | | Effect of foreign exchange rate changes | (33) | 125 | | Cash and cash equivalents at 1 January | 4,145 | 13,094 | | Cash and cash equivalents at 30 June | 38,644 | 11,020 | - Operating cash flow improved from a net outflow of 28,531 thousand RMB in H1 2024 to a net inflow of 19,496 thousand RMB in H1 2025, indicating improved operating conditions[13] - Bank balances and cash at period-end increased from 11,020 thousand RMB in H1 2024 to 38,644 thousand RMB in H1 2025[13] Notes to the Condensed Consolidated Financial Statements These notes provide detailed information on the Group's financial performance, position, and cash flows, including accounting policies, segment information, and key financial metrics, prepared in accordance with relevant accounting standards 1. General Information of the Group China Integrated Holdings Limited, incorporated in the Cayman Islands and listed on the HKEX since February 13, 2015, primarily engages in investment holding, with its main subsidiaries focused on umbrella manufacturing and sales, using RMB as its functional and presentation currency - The Company was incorporated in the Cayman Islands on June 12, 2014, and listed on the Main Board of the Stock Exchange of Hong Kong on February 13, 2015[14][20][21] - The Company is engaged in investment holding, while its principal subsidiaries are engaged in the manufacturing and sale of umbrellas[14][18] - The functional currency of the Company and its PRC subsidiaries is RMB, and the condensed consolidated financial statements are presented in RMB[15][18] 2.1 Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and Appendix D2 of the Listing Rules, using a historical cost basis consistent with the 2024 annual financial statements - The financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and Appendix D2 of the Listing Rules[16][19] - The statements are prepared on a historical cost basis, with accounting policies and methods of computation consistent with those used in the 2024 annual consolidated financial statements[17][19] 2.2 Principal Accounting Policies New and revised HKFRSs, including HKAS 21 (Amendments) – Lack of Exchangeability, were first applied in this interim period but had no material impact on the Group's financial performance or position - New and revised HKFRSs, including HKAS 21 (Amendments) – Lack of Exchangeability, were first applied in this period[23][24] - The application of new and revised standards had no material impact on the Group's financial performance and position for the current and prior periods[23][24] 3. Revenue Group revenue primarily represents amounts received and receivable from the sale of goods in the ordinary course of business, net of discounts and sales returns, totaling 173,416 thousand RMB for the six months ended June 30, 2025 - Revenue represents amounts received and receivable from the sale of goods in the ordinary course of business, net of discounts and sales returns[25] Revenue from Contracts with Customers (For the six months ended June 30) | Revenue Source | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Sale of goods | 173,416 | 186,910 | 4. Segment Information The Group operates in a single segment, manufacturing and selling umbrellas, with revenue analysis provided by product category, geographical location, and major customers, showing growth in POE and nylon umbrellas and in the Japanese market, despite an overall revenue decline Product Information The Group's main products include POE umbrellas, nylon umbrellas, and umbrella components; for the six months ended June 30, 2025, revenue from POE and nylon umbrellas increased, while umbrella components revenue significantly decreased, contributing to the overall revenue decline Revenue Analysis by Product Category (For the six months ended June 30) | Product Category | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | POE umbrellas | 37,026 | 28,662 | | Nylon umbrellas | 87,568 | 82,340 | | Umbrella components | 48,822 | 75,908 | - POE umbrella revenue increased by 29.2% year-on-year, and nylon umbrella revenue increased by 6.3% year-on-year[30] - Umbrella components revenue significantly decreased by 35.7% year-on-year, which is the primary reason for the overall revenue decline[30][78] Geographical Information The Group operates in China with customers primarily in Japan, Cambodia, and China; for the six months ended June 30, 2025, revenue from Japan significantly increased, while revenue from China and Cambodia decreased, impacting overall geographical revenue distribution Revenue Analysis by Geographical Location (For the six months ended June 30) | Region | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Japan | 76,587 | 59,827 | | China | 46,656 | 55,074 | | Cambodia | 41,151 | 59,070 | | Others | 9,022 | 12,939 | - Revenue from Japan increased by 28.0% year-on-year, becoming the largest market[33] - Revenue from China and Cambodia decreased by 15.3% and 30.3% year-on-year, respectively[33] Information About Major Customers For the six months ended June 30, 2025, revenue from Customer A slightly increased, while Customer B's revenue decreased, with both major customers collectively contributing approximately 37% of the Group's total revenue Major Customer Revenue (For the six months ended June 30) | Customer | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Customer A | 29,691 | 28,099 | | Customer B | 34,574 | 36,310 | - Customer A's revenue increased by 5.7% year-on-year, while Customer B's revenue decreased by 4.8% year-on-year[39] 5. Income Tax Expense For the six months ended June 30, 2025, the Group's income tax expense was 519 thousand RMB, primarily from China corporate income tax at a 25% rate, with no income or profits tax payable by subsidiaries in Cayman Islands, BVI, and Hong Kong Income Tax Expense (For the six months ended June 30) | Tax Category | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | China corporate income tax | 519 | 8 | - The corporate income tax rate for PRC companies is 25%[41] - Subsidiaries in the Cayman Islands, British Virgin Islands, and Hong Kong were not subject to income or profits tax for the period[41] 6. Loss for the Period The loss for the period is derived after deducting various expenses, where total staff costs, cost of materials used in production, and research and development expenses increased, while net exchange gains positively influenced the narrowing loss Loss for the Period Deducted/(Credited) Items (For the six months ended June 30) | Item | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Total staff costs | 19,376 | 18,388 | | Cost of materials used in production | 164,696 | 183,332 | | Depreciation of property, plant and equipment | 2,410 | 2,142 | | Depreciation of right-of-use assets | 268 | 268 | | Net exchange (gains)/losses | (2,595) | 746 | | Finance costs – bank borrowings | 1,735 | 1,886 | | Loss on disposal of property, plant and equipment | 176 | 27 | | Research and development expenses | 6,637 | 6,409 | - Total staff costs increased by 5.4% year-on-year, and research and development expenses increased by 3.6% year-on-year[44] - Net exchange gains were 2,595 thousand RMB, compared to net exchange losses of 746 thousand RMB in the prior period, positively contributing to the narrowing loss for the current period[44] 7. Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the Company significantly narrowed to 0.85 RMB cents from 2.91 RMB cents in the prior period, with both being identical due to the anti-dilutive effect of share options Loss Per Share (For the six months ended June 30) | Indicator | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company for basic and diluted loss per share calculation | (3,488) | (11,985) | | Weighted average number of ordinary shares for basic and diluted loss per share calculation ('000 shares) | 412,550 | 412,550 | | Basic and diluted loss per share (RMB cents) | (0.85) | (2.91) | - Basic and diluted loss per share were identical for both periods due to the anti-dilutive effect of share options[49][52] 8. Dividend For the six months ended June 30, 2025, the Board of Directors did not recommend the payment of any interim dividend, consistent with the prior period - No dividends were paid, declared, or proposed for the six months ended June 30, 2025[50][53] - The Directors did not recommend the payment of any interim dividend (2024: nil)[50][53] 9. Property, Plant and Equipment For the six months ended June 30, 2025, the Group acquired approximately 912 thousand RMB in property, plant and equipment, a significant increase from the prior period, with no impairment losses recognized in either period - For the six months ended June 30, 2025, additions to property, plant and equipment amounted to approximately 912 thousand RMB, a significant increase from 111 thousand RMB in the prior period of 2024[51][54] - No impairment losses were recognized for property, plant and equipment in either period[51][54] 10. Trade Receivables The Group generally grants credit terms of 30 to 150 days to trade customers; as of June 30, 2025, total trade receivables decreased, with a significant reduction in receivables within 90 days and an increase in those over 91 days - The Group generally grants credit terms of 30 to 150 days to trade customers[55][56] Ageing Analysis of Trade Receivables (As of June 30) | Ageing | 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | 0 to 90 days | 42,976 | 74,237 | | 91 to 180 days | 20,660 | 15,030 | | 181 to 365 days | 16,165 | 6,762 | | Over 365 days | 22,252 | 18,127 | | Total | 102,053 | 114,156 | - Trade receivables within 0 to 90 days decreased from approximately 74.2 million RMB as of December 31, 2024, to approximately 43.0 million RMB as of June 30, 2025[57] 11. Loan Receivables As of June 30, 2025, the Group's total loan receivables were 10,101 thousand RMB, slightly lower than December 31, 2024, comprising unsecured, fixed-rate loans denominated in HKD, bearing 8% annual interest, and repayable within one year Loan Receivables (As of June 30) | Item | 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Fixed-rate loan receivables | 13,234 | 13,623 | | Less: Provision for credit losses | (3,133) | (3,225) | | Total | 10,101 | 10,398 | - Loan receivables are unsecured, bear fixed interest at 8% per annum, and are repayable within one year[59][60] - Loan receivables are denominated in HKD, which is the functional currency of the relevant Group entity[60] 12. Trade and Bills Payables As of June 30, 2025, total trade and bills payables increased to 58,414 thousand RMB, with a significant rise in payables within 90 days and a substantial decrease in those between 181 and 365 days, while credit terms for goods purchased range from 30 to 120 days Trade and Bills Payables (As of June 30) | Item | 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Trade payables | 24,537 | 20,140 | | Bills payables | 33,877 | 31,258 | | Total | 58,414 | 51,398 | Ageing Analysis of Trade and Bills Payables (As of June 30) | Ageing | 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | 0 to 90 days | 41,269 | 33,097 | | 91 to 180 days | 16,327 | 15,375 | | 181 to 365 days | 818 | 2,926 | - Credit terms for goods purchased range from 30 to 120 days[65] 13. Bank Borrowings As of June 30, 2025, the Group's bank borrowings increased to 96,120 thousand RMB, all secured and repayable within one year, bearing fixed annual interest rates from 3.40% to 4.55%, and collateralized by the Group's buildings, right-of-use assets, and personal guarantees from Director Mr. Wong and his spouse Bank Borrowings (As of June 30) | Item | 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Secured, repayable within one year | 96,120 | 81,470 | - Bank borrowings bear fixed annual interest rates ranging from 3.40% to 4.55%[69][71] - Borrowings are secured by the Group's buildings (carrying amount of approximately 33,160 thousand RMB), right-of-use assets (carrying amount of approximately 11,782 thousand RMB), and personal guarantees from Director Mr. Wong and his spouse[70][71] 14. Share Capital As of June 30, 2025, the Company's authorized and issued share capital remained unchanged, with ordinary shares having a par value of 0.032 HKD per share, entitling holders to dividends, one vote per share, and equal interests in residual assets Share Capital (As of June 30) | Item | June 30, 2025 ('000 shares) | December 31, 2024 ('000 shares) | | :--- | :--- | :--- | | Number of authorized shares | 1,562,500 | 1,562,500 | | Number of issued and fully paid shares | 412,550 | 412,550 | | Amount of issued and fully paid shares (thousand HKD) | 13,201 | 13,201 | | Par value of ordinary shares (thousand RMB) | 10,818 | 10,818 | - Holders of ordinary shares are entitled to dividends declared from time to time and one vote per share at Company general meetings[74] - All ordinary shares have equal interests in the residual assets of the Company[74] Management Discussion and Analysis This section provides an overview of the Group's financial performance, liquidity, and future outlook, highlighting key operational achievements, financial trends, and strategic initiatives for the period Interim Dividend The Board of Directors does not recommend the payment of any interim dividend for the current period, consistent with the prior period - The Board of Directors does not recommend the payment of any interim dividend for the current period (2024: nil)[75][80] Business Review The Group primarily manufactures and sells POE umbrellas, nylon umbrellas, and umbrella components, ranking among China's largest umbrella exporters and plastic umbrella manufacturers, and is actively exploring new business opportunities for diversification - The Group is principally engaged in the manufacturing and sale of POE umbrellas, nylon umbrellas, and umbrella components to customers[76][81] - The Group is one of the largest umbrella and parasol exporters and plastic umbrella manufacturers in China by export volume and sales volume, and one of the largest plastic umbrella suppliers in Japan[76][81] - To enrich its business and explore potential opportunities, the Group is actively exploring and developing business opportunities and projects[76][81] Financial Review The Group's revenue decreased by 7.5% to 173 million RMB, mainly due to reduced demand for umbrella components; despite this, loss attributable to owners significantly narrowed to 3 million RMB due to lower cost of sales and increased other income and gains Results For the period, the Group's revenue decreased by 7.5% year-on-year to approximately 173 million RMB, while loss attributable to owners significantly narrowed to approximately 3 million RMB, with basic loss per share at 0.85 RMB cents - For the period, the Group's revenue decreased to approximately 173 million RMB, a decrease of approximately 7.5% compared to H1 2024[77][82] - Loss attributable to owners of the Company was approximately 3 million RMB, compared to a loss of approximately 12 million RMB in H1 2024[77][82] - The Company's basic loss per share was 0.85 RMB cents[77][82] Revenue Revenue decreased by approximately 7.5% from 187 million RMB in H1 2024 to 173 million RMB in the current period, primarily due to reduced demand for umbrella components - Revenue decreased by approximately 7.5% from approximately 187 million RMB in H1 2024 to 173 million RMB in the current period[78][83] - The decrease in revenue was mainly due to reduced demand for umbrella components compared to the prior period[78][83] Cost of Sales Cost of sales decreased by approximately 6.5% from 168 million RMB in H1 2024 to 157 million RMB in the current period, primarily due to reduced direct labor costs, consistent with the Group's revenue decline - Cost of sales decreased by approximately 6.5% from approximately 168 million RMB in H1 2024 to 157 million RMB in the current period[79][84] - The decrease in cost of sales was mainly due to a reduction in direct labor costs, consistent with the Group's revenue decrease during the same period[79][84] Gross Profit and Gross Margin Gross profit decreased by 11% from approximately 18 million RMB in H1 2024 to 16 million RMB in H1 2025, with the gross margin declining from approximately 9.6% to 9.3% - Gross profit decreased by approximately 2 million RMB or 11% from approximately 18 million RMB in H1 2024 to 16 million RMB in H1 2025[85][91] - The Group's gross margin decreased from approximately 9.6% in H1 2024 to 9.3% in the current period[85][91] Other Income and Net Other Gains/(Losses) For the period, the Group recorded net other income and gains of approximately 9.4 million RMB, a significant improvement from a net loss of 1.4 million RMB in H1 2024, mainly driven by increased exchange gains and fair value gains on financial assets - For the period, the Group recorded net other income and gains of approximately 9.4 million RMB, compared to net other income and losses of approximately 1.4 million RMB in H1 2024[86][92] - This was mainly due to an increase in exchange gains and gains on financial assets at fair value through profit or loss[86][92] Selling and Distribution Expenses Selling and distribution expenses remained stable at approximately 8 million RMB in both H1 2024 and the current period - Selling and distribution expenses remained stable at approximately 8 million RMB in both H1 2024 and the current period[87][93] Administrative Expenses Administrative expenses remained stable at approximately 19 million RMB in H1 2024 and 18 million RMB in the current period - Administrative expenses remained stable at approximately 19 million RMB in H1 2024 and 18 million RMB in the current period[88][94] Liquidity and Financial Resources As of June 30, 2025, the Group's bank and cash balances significantly increased to approximately 61.7 million RMB, short-term bank borrowings rose to 96 million RMB, the current ratio slightly decreased to 2.2 times, and the gearing ratio increased to 53% - As of June 30, 2025, the Group's bank and cash balances (including time deposits of approximately 23 million RMB) amounted to approximately 61.7 million RMB (December 31, 2024: approximately 27 million RMB)[89][95] - The Group's short-term bank borrowings amounted to 96 million RMB (December 31, 2024: approximately 81 million RMB), with annual interest rates ranging from 3.4% to 4.6%[89][95] - The current ratio was approximately 2.2 times (December 31, 2024: 2.3 times), and the gearing ratio was approximately 53% (December 31, 2024: 45%)[90][95] Principal Risks and Uncertainties The Group faces various risks, including loss of major customers, political and economic instability, foreign currency exchange rate fluctuations, raw material price volatility or supply instability, and labor shortages or rising labor costs, which could materially adversely affect its business, financial condition, and operating results - The loss of major customers could have a material adverse effect on the Group's business, financial condition, and operating results[96][98] - The Group faces risks related to political and economic instability and foreign currency exchange rate fluctuations associated with sales to customers in Japan, China, and other overseas markets[96][98] - Fluctuations in raw material prices or unstable supply, as well as labor shortages or continuously rising labor costs, could negatively impact business operations and profitability[97][98] Capital Commitments and Contingent Liabilities As of June 30, 2025, the Group had no significant capital commitments or contingent liabilities, consistent with the situation as of December 31, 2024 - As of June 30, 2025, the Group had no significant capital commitments (December 31, 2024: nil)[99][105] - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[99][105] Pledge of Assets As of June 30, 2025, the Group's leasehold land and buildings with a carrying amount of approximately 44 million RMB, and time deposits of approximately 23 million RMB, were pledged to banks as security for bank borrowings - As of June 30, 2025, the Group's leasehold land and buildings with a carrying amount of approximately 44 million RMB were pledged to banks[100][106] - Time deposits with a carrying amount of approximately 23 million RMB were pledged to banks as security for bank borrowings[100][106] Employees and Remuneration Policy As of June 30, 2025, the Group employed 593 staff, an increase from late 2024, with remuneration policies based on experience, qualifications, and abilities, and benefits including statutory MPF, social insurance, and housing provident fund contributions - As of June 30, 2025, the Group employed a total of 593 employees (December 31, 2024: 523 employees)[101][107] - Employee remuneration policy is established by the Board based on individual employee experience, qualifications, and abilities[101][107] - Other employee benefits include statutory Mandatory Provident Fund contributions, social insurance, and housing provident fund contributions[101][107] Future Prospects The Group aims to consolidate its leading position in the Japanese and Chinese markets, expand market share in existing markets like Hong Kong, Cambodia, and Korea, and address global economic downturns, trade tensions, and slow market recovery by expanding capacity, promoting business development, enhancing R&D, and exploring diversification opportunities - The Group's primary objective is to maintain and consolidate its leading position as an umbrella manufacturer in the Japanese market and an own-brand umbrella manufacturer in the Chinese market, and to expand its market share in existing markets such as Hong Kong, Cambodia, and Korea[102][108] - Facing challenges such as global economic downturns, threats from the Sino-US trade war, and slow market recovery, the Group will expand production capacity, promote business development, and enhance R&D capabilities[103][108] - To enrich its business and explore potential opportunities, the Group is actively exploring and developing business opportunities and projects[103][108] Purchase, Sale or Redemption of the Company's Listed Securities During the period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities - During the period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[104][109] Directors' and Chief Executives' Interests in Securities As of June 30, 2025, directors and chief executives held long positions in the Company's shares, with Mr. Wong Man Chap holding 30.31% through a controlled corporation and other directors holding 0.46% as beneficial owners Long Positions in the Company (As of June 30) | Director's Name | Nature of Interest | Capacity | Number of Issued Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Mr. Wong Man Chap | Long Position | Interest in controlled corporation and beneficial owner | 125,030,900 | 30.31% | | Mr. Yang Guang | Long Position | Beneficial owner | 1,890,000 | 0.46% | | Mr. Lam Ching Sheung | Long Position | Beneficial owner | 1,890,000 | 0.46% | | Mr. Chung Kin Hung | Long Position | Beneficial owner | 1,890,000 | 0.46% | | Mr. Cao Siwei | Long Position | Beneficial owner | 1,890,000 | 0.46% | | Ms. Li Jieying | Long Position | Beneficial owner | 1,890,000 | 0.46% | - Mr. Wong Man Chap is deemed to have an interest in shares held by Jicheng Investment Limited, a controlled corporation[113][115] Interests and Short Positions of Substantial Shareholders As of the report date, Jicheng Investment Limited held 29.85% of shares, Mr. Wong Man Chap was deemed to hold 30.31% due to his full ownership of Jicheng Investment Limited, and his spouse, Ms. Chan Kai Yau, was also deemed to hold 29.85% Interests and Short Positions of Substantial Shareholders (As of the report date) | Shareholder Name/Designation | Nature of Interest | Capacity | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Jicheng Investment Limited | Long Position | Beneficial owner | 123,140,900 | 29.85% | | Mr. Wong Man Chap | Long Position | Interest in controlled corporation and beneficial owner | 125,030,900 | 30.31% | | Ms. Chan Kai Yau | Long Position | Spouse's interest | 123,140,900 | 29.85% | - Mr. Wong Man Chap wholly and beneficially owns Jicheng Investment Limited, and is therefore deemed to have an interest in the shares held by it[117][121] - Ms. Chan Kai Yau is the spouse of Mr. Wong Man Chap, and is therefore deemed to have an interest in the shares in which Mr. Wong Man Chap has an interest[117][121] Share Option Scheme The Company's share option scheme, adopted on January 23, 2015, expired on January 22, 2025, with no further options granted thereafter, aiming to reward and retain eligible individuals contributing to the Group's development, with 18,750,000 shares available for issuance as of the report date - The share option scheme expired on January 22, 2025, and no share options have been granted since its expiry[118][120] - Eligible participants of the scheme include employees, directors, shareholders, consultants, advisors, suppliers, customers, and agents of the Company or any of its subsidiaries[122][126] - As of the report date, the total number of securities available for issue under the share option scheme was 18,750,000 shares, representing 4.54% of the Company's total issued shares[131][134] Share Option Movement (As of June 30) | Participant Category | Date of Grant | Exercise Period | Adjusted Exercise Price (HKD) | Outstanding as at 01.01.2025 | Granted during the period | Exercised during the period | Lapsed during the period | Outstanding as at 30.06.2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Employees | April 10, 2019 | April 10, 2019 to April 9, 2029 | 0.900 | 18,750,000 | – | – | – | 18,750,000 | Corporate Governance The Company is committed to high corporate governance standards, adhering to the Corporate Governance Code in Appendix C1 of the Listing Rules, despite deviations like the combined Chairman and CEO role and some INEDs' absence from the AGM, which the Board believes supports strategy execution and decision-making - The Company has adopted and complied with the Corporate Governance Code as set out in Appendix C1 of the Listing Rules[138][141] - The roles of Chairman and Chief Executive Officer are performed by Mr. Wong, which the Board believes facilitates the execution of business strategies and decision-making[138][141] - Some Independent Non-executive Directors did not attend the Annual General Meeting held on June 2, 2025, due to other commitments, constituting a deviation from Code Provision F.1.3[139][141] Model Code for Securities Transactions by the Directors The directors have adopted and confirmed full compliance with the Model Code for Securities Transactions by Directors of Listed Issuers, as set out in Appendix C3 of the Listing Rules, since the listing date - The Directors have adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules[143][148] - All Directors have confirmed their full compliance with the required standards of dealing as set out in the Model Code since the listing date[143][148] Audit Committee Established on January 23, 2015, the Audit Committee, comprising three independent non-executive directors and chaired by Mr. Cao Siwei, has reviewed the Group's accounting principles, practices, and financial reporting matters, including the unaudited condensed interim financial statements for the period - The Audit Committee was established on January 23, 2015, comprising three independent non-executive directors, with Mr. Cao Siwei as the chairman[144][149] - The Committee has reviewed the accounting principles and practices adopted by the Group and financial reporting matters with management, including the unaudited condensed interim financial statements for the period[144][149] Remuneration Committee Established on January 23, 2015, the Remuneration Committee comprises three independent non-executive directors and is chaired by Ms. Li Jieying - The Remuneration Committee was established on January 23, 2015, comprising three independent non-executive directors, with Ms. Li Jieying as the chairman[145][150] Nomination Committee Established on January 23, 2015, the Nomination Committee comprises three independent non-executive directors and is chaired by Mr. Yang Xuetai - The Nomination Committee was established on January 23, 2015, comprising three independent non-executive directors, with Mr. Yang Xuetai as the chairman[146][151] Appreciation Mr. Wong Man Chap, Chairman of the Board, on behalf of the Board, extends gratitude to all staff for their diligent work, dedication, loyalty, and integrity, and thanks shareholders, customers, bankers, and other business partners for their trust and support - Mr. Wong Man Chap, Chairman of the Board, on behalf of the Board, extends gratitude to all staff for their diligent work, dedication, loyalty, and integrity[147][152] - Appreciation is also extended to shareholders, customers, bankers, and other business partners for their trust and support[147][152]