港银控股(08162) - 2025 - 中期财报

Characteristics of GEM The GEM market targets small and medium-sized companies, entailing higher investment risks, potential volatility, and no guaranteed liquidity - The GEM market is positioned for small and medium-sized companies, implying higher investment risks, potential market volatility, and no guarantee of high liquidity[2][3][7] - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the report's content, do not guarantee its accuracy or completeness, and disclaim liability for any losses[4][7] - The directors assume full responsibility for the report's content, confirming the information is accurate, complete, and not misleading[5][7] Corporate Information This section provides an overview of the company's board members, committee structures, and other essential corporate details Directors This section lists the company's executive and independent non-executive directors, including the Chairman and CEO - Executive Directors: Mr. Zhang Siyuan (Chairman), Mr. Wang Wendong (Chief Executive Officer), and Mr. Fung Chi Kin[9][10] - Independent Non-executive Directors: Ms. Ng Lai Yin, Mr. Yeung Chun Wah, and Mr. Tian Yuan[9][10] Committee Composition This section details the composition and chairpersons of the Audit, Executive, Remuneration, and Nomination Committees - Audit Committee Chairperson: Ms. Ng Lai Yin[9][10] - Executive Committee Chairperson: Mr. Zhang Siyuan[9][10] - Remuneration Committee Chairperson: Ms. Ng Lai Yin[10] - Nomination Committee Chairperson: Mr. Zhang Siyuan[10] Other Corporate Details This section provides essential corporate contact and registration details, including auditor, share registrar, and website - Auditor: BDO Limited[11][12] - Stock Code: 8162[11][12] - Company Website: www.locohkholdings.com[11](index=11&type=chunk)[12] Notes on Director Changes This section outlines director appointments and resignations, with changes effective from April and July 2025 - Mr. Yeung Chun Wah was appointed as an Independent Non-executive Director and Audit Committee member on April 3, 2025, and as a Nomination Committee member on July 2, 2025[14] - Mr. Tian Yuan was appointed as an Independent Non-executive Director and a member of several committees on July 2, 2025[14] - Ms. Ng Lai Yin was appointed as the Chairperson of the Audit Committee on April 3, 2025[14] - Ms. Wong Chui Shan and Mr. Chow Tin Shu resigned as Independent Non-executive Directors on April 3, 2025, and July 2, 2025, respectively[14] Condensed Consolidated Financial Statements This section presents the company's condensed consolidated financial performance, position, equity changes, and cash flows for the reporting period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The company reported significant growth in revenue and profit for the period, primarily driven by robust performance in its metal sales business Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Six Months Ended June 30, 2025 | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 10,166,072 | 8,451,583 | +20.3% | | - Sales of metals | 10,150,481 | 8,437,963 | +20.3% | | - Education management services | 15,591 | 13,620 | +14.5% | | Other income | 3,396 | 30 | +11220% | | Profit before income tax expense | 24,729 | 9,411 | +162.8% | | Income tax expense | (7,351) | (4,643) | +58.3% | | Profit for the period | 17,378 | 4,768 | +264.5% | | Profit for the period attributable to owners of the Company | 17,378 | 4,768 | +264.5% | | Basic and diluted earnings per share (HK Cents) | 1.78 | 0.58 | +206.9% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's net assets significantly increased, driven by higher equity and reserves, alongside a notable rise in net current assets Key Data from Condensed Consolidated Statement of Financial Position as of June 30, 2025 | Metric | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Non-current assets | 7,224 | 7,862 | (638) | | Current assets | 3,140,823 | 958,564 | +2,182,259 | | - Inventories | 338 | 291 | +47 | | - Trade and other receivables and prepayments | 2,806,551 | 937,010 | +1,869,541 | | - Cash and cash equivalents | 333,934 | 21,263 | +312,671 | | Current liabilities | 2,974,883 | 891,410 | +2,083,473 | | - Trade and other payables and accruals | 2,958,134 | 823,602 | +2,134,532 | | - Loans | – | 26,052 | (26,052) | | Net current assets | 165,940 | 67,154 | +98,786 | | Net assets | 168,726 | 70,375 | +98,351 | | Share capital | 267,171 | 188,348 | +78,823 | | Reserves | (98,445) | (117,973) | +19,528 | | Total equity | 168,726 | 70,375 | +98,351 | Condensed Consolidated Statement of Changes in Equity As of June 30, 2025, the company's total equity significantly increased, primarily due to profit for the period and new share issuance Key Data from Condensed Consolidated Statement of Changes in Equity as of June 30, 2025 | Metric | June 30, 2025 (HK$'000) | Jan 1, 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Share capital | 267,171 | 188,348 | +78,823 | | Reserves | (98,445) | (147,474) | +49,029 | | Equity attributable to owners of the Company | 168,726 | 39,964 | +128,762 | | Profit for the period | 17,378 | 4,768 | +12,610 | | Exchange differences arising from translation of overseas operations | 2,150 | (1,058) | +3,208 | | New shares issued by placing | 79,623 | – | +79,623 | | Transaction costs attributable to share issue | (800) | – | (800) | Condensed Consolidated Statement of Cash Flows During the reporting period, the company's operating cash flow turned positive, investment cash flow remained a small net inflow, and financing cash flow was influenced by new share issuance and loan repayments, leading to a substantial increase in cash and cash equivalents at period-end Key Data from Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2025 | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 261,095 | (4,199) | +265,294 | | Net cash from investing activities | 756 | 11 | +745 | | Net cash from financing activities | 51,315 | 54,802 | (3,487) | | Net increase in cash and cash equivalents | 313,166 | 50,614 | +262,552 | | Cash and cash equivalents at end of period | 333,934 | 66,987 | +266,947 | Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements General Information The company is a Hong Kong-registered investment holding company primarily engaged in metal business, education management services, and money lending services, with interim financial statements approved for publication on August 29, 2025 - The company's principal businesses include metal business, education management services business, and money lending services business[24][29] - The interim financial statements are unaudited and were approved and authorized for issue by the directors on August 29, 2025[25][29] Basis of Preparation and Accounting Policies The financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, applying the same accounting policies as the 2024 annual financial statements, with no significant impact from new standards or interpretations - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the GEM Listing Rules[26][30] - The accounting policies adopted are consistent with those used in the 2024 annual financial statements, and new standards or amendments have no significant impact on the amounts or disclosures in these statements[31][34] - The interim financial statements are unaudited but have been reviewed by the Audit Committee[32][34] Use of Judgements and Estimates The significant judgments and estimates used in preparing these interim financial statements are consistent with those applied in the 2024 annual financial statements - The significant judgments made by management in applying the accounting policies and the key sources of estimation uncertainty are the same as those applied in the 2024 annual financial statements[35][37] Segment Information The company's operations are divided into three reportable segments: metal business, education management services, and money lending services, each managed independently, with both metal business and education management services showing revenue growth, while money lending services recorded no revenue - The Group's operations are divided into three reportable segments: metal business, education management services, and money lending services, based on reports reviewed by the executive directors[36][38] Reportable Segment Revenue and Profit/(Loss) for the Six Months Ended June 30, 2025 | Segment | H1 2025 Revenue (HK$'000) | H1 2024 Revenue (HK$'000) | Y-o-Y Revenue Change (%) | H1 2025 Profit/(Loss) (HK$'000) | H1 2024 Profit/(Loss) (HK$'000) | Y-o-Y Profit Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Metal Business | 10,150,481 | 8,437,963 | +20.3% | 22,325 | 12,285 | +81.7% | | Education Management Services | 15,591 | 13,620 | +14.5% | 12,249 | 9,895 | +23.8% | | Money Lending Services | – | – | N/A | (75) | (73) | +2.7% | | Total | 10,166,072 | 8,451,583 | +20.3% | 34,499 | 22,107 | +56.0% | Revenue by Major Geographical Market for the Six Months Ended June 30, 2025 | Geographical Market | H1 2025 Revenue (HK$'000) | H1 2024 Revenue (HK$'000) | | :--- | :--- | :--- | | Hong Kong | 2,165,271 | 1,050,711 | | Mainland China | 21,936 | 21,479 | | Singapore | 7,866,890 | 7,272,448 | | United Kingdom | 111,975 | 106,945 | | Total | 10,166,072 | 8,451,583 | - Revenue recognized over time amounted to HK$15,591 thousand (primarily education management services), while revenue recognized at a point in time amounted to HK$10,150,481 thousand (primarily metal business)[46] Finance Costs For the six months ended June 30, 2025, the company's finance costs significantly decreased to HK$131 thousand from HK$413 thousand in the prior year Finance Costs for the Six Months Ended June 30, 2025 | Finance Cost | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Y-o-Y Change (HK$'000) | | :--- | :--- | :--- | :--- | | Interest expense on loans | 38 | 285 | (247) | | Interest expense on lease liabilities | 93 | 128 | (35) | | Total | 131 | 413 | (282) | Income Tax Expense For the six months ended June 30, 2025, income tax expense increased to HK$7,351 thousand, primarily comprising current and deferred tax Income Tax Expense for the Six Months Ended June 30, 2025 | Income Tax Type | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Current tax | 6,886 | 4,643 | | Deferred tax | 465 | – | | Total Income Tax Expense | 7,351 | 4,643 | - Hong Kong profits tax rate is 16.5%, with the first HK$2 million of assessable profits taxed at 8.25%; Mainland China subsidiaries are taxed at 25%[51][52][54] Dividends The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of any dividend for the six months ended June 30, 2025 (2024: nil)[53][54] Earning Per Share For the six months ended June 30, 2025, basic and diluted earnings per share significantly increased to 1.78 HK Cents from 0.58 HK Cents in the prior year Earnings Per Share for the Six Months Ended June 30, 2025 | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit attributable to owners of the Company (HK$'000) | 17,378 | 4,768 | | Weighted average number of ordinary shares (thousand shares) | 974,206 | 829,404 | | Basic and Diluted Earnings Per Share (HK Cents) | 1.78 | 0.58 | - For the six months ended June 30, 2025, diluted earnings per share were the same as basic earnings per share due to the absence of dilutive shares outstanding[58][59] Trade and Other Receivables and Prepayments As of June 30, 2025, net trade and other receivables and prepayments significantly increased to HK$2,806,551 thousand, primarily driven by trade receivables Trade and Other Receivables and Prepayments as of June 30, 2025 | Metric | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Trade receivables – net | 2,697,083 | 868,108 | +1,828,975 | | Other receivables and deposits – net | 69,434 | 27,035 | +42,399 | | Prepayments | 40,034 | 41,867 | (1,833) | | Total | 2,806,551 | 937,010 | +1,869,541 | - The credit period granted to customers generally ranges from 1 to 3 months[63][64] Ageing Analysis of Trade Receivables as of June 30, 2025 | Ageing | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 0 – 30 days | 2,648,686 | 859,777 | | 31 – 90 days | 48,397 | 7,082 | | 91 – 180 days | – | 1,249 | Trade and Other Payables and Accruals As of June 30, 2025, total trade and other payables and accruals significantly increased to HK$2,958,134 thousand, primarily driven by trade payables Trade and Other Payables and Accruals as of June 30, 2025 | Metric | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Trade payables | 2,945,424 | 818,541 | +2,126,883 | | Other payables and accruals | 12,710 | 5,061 | +7,649 | | Total | 2,958,134 | 823,602 | +2,134,532 | - The credit period for purchases of goods generally ranges from 1 to 3 months[69][71] Related Party Transactions For the six months ended June 30, 2025, the Group had no significant related party transactions other than those disclosed, and remuneration for key management members increased - For the six months ended June 30, 2025, the Group had no significant related party transactions (2024: nil)[70][72] Key Management Personnel Remuneration for the Six Months Ended June 30, 2025 | Remuneration Type | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Salaries and short-term employee benefits | 3,474 | 2,904 | | Contributions to retirement benefit schemes | 36 | 36 | | Total | 3,510 | 2,940 | Financial Instruments The company's financial instruments include cash and cash equivalents, receivables, payables, loans, and lease liabilities not measured at fair value, whose carrying amounts approximate fair value, while fair values of financial instruments measured at fair value are determined by market quotes or discounted cash flow analysis - Financial instruments not measured at fair value include cash and cash equivalents, trade and other receivables, loans receivable, trade and other payables and accruals, loans, and lease liabilities, whose carrying amounts approximate their fair values[76][80] - The fair values of financial instruments measured at fair value are determined by reference to market quotations or pricing models based on discounted cash flow analysis[81] Management Discussion and Analysis This section provides an overview of the company's operational performance, financial position, and future outlook Business Review In H1 2025, the Group's core businesses (metal and education management services) achieved stable growth, with significant increases in total revenue and net profit, while money lending services recorded no revenue due to risk considerations - In H1 2025, the Group's total revenue was approximately HK$10,166.1 million, a 20.3% year-on-year increase; net profit was approximately HK$17.4 million, a substantial 262.5% year-on-year increase[86][87] - The Group adheres to a "seek progress while maintaining stability" strategy, focusing on its core metal business, deepening customer cooperation networks, strengthening bargaining power, and improving mechanisms for responding to commodity price fluctuations[85][87] Metal Business As the Group's core business, the metal business saw revenue grow by 20.3% to approximately HK$10,150.5 million in H1 2025, with segment profit increasing by 81.7% to approximately HK$22.3 million, driven by structural market opportunities and expanded product and client networks Key Financial Data for Metal Business | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 10,150,481 | 8,437,963 | +20.3% | | Segment profit | 22,325 | 12,285 | +81.7% | - The business covers metal raw materials such as copper, aluminum, nickel, and iron ore, as well as metal consumer goods, continuously reviewing market conditions to diversify product areas and promote business diversification[90][93] - The Group will continue to focus on metal commodity and consumer goods businesses with relatively transparent prices and controllable risks in international and domestic markets, and expand cooperation with large state-owned enterprises and key integrated enterprise clients[97][98][100] Education Management Services Business The education management services business has performed well since its launch in 2019, with H1 2025 revenue growing by 14.7% to approximately HK$15.6 million, primarily serving arts and sports education, humanities quality education, and other fields, with clients including training institutions and kindergartens Key Financial Data for Education Management Services Business | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 15,591 | 13,620 | +14.7% | - Key clients include 9 educational institutions such as arts and sports education training institutions, kindergartens, humanities quality and nature experience education bases, and educational materials and book distributors[102][106][109] - Regarding market outlook, the primary market is in Chengdu, Sichuan Province, and the Group will strive to maintain healthy and stable development by closely following policy adjustments and optimizing service content[107][110] Provision of Money Lending Services Given increasing global economic uncertainty, the Group believes the credit risk-reward level for money lending services remains unacceptable in the short term, resulting in no revenue recorded for this business segment during the reporting period - For the six months ended June 30, 2025, the money lending services business segment recorded no revenue (H1 2024: nil)[108][111] - The Group believes that the credit risk-reward level in money lending services remains unacceptable in the short term[108][111] Financial Review In H1 2025, total revenue increased by 20.3% year-on-year to approximately HK$10,166.1 million, and net profit grew by 262.5% to approximately HK$17.4 million, primarily due to increased revenue, recognition of cost of inventories sold, higher other income, and reduced other operating expenses - Total revenue increased by approximately HK$1,714.5 million[117] - Cost of inventories sold recognized was approximately HK$10,127.4 million[117] - Other income increased by approximately HK$3.4 million[117] - Other operating expenses decreased by approximately HK$2.4 million[117] Capital Structure, Liquidity and Financial Resources As of June 30, 2025, the Group's cash and bank balances significantly increased to approximately HK$333.9 million, net current assets rose to approximately HK$165.9 million, and the current ratio remained at 1.1 times, with no outstanding loans, indicating sufficient financial resources Key Data for Capital Structure and Liquidity | Metric | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Cash and bank balances | 333,934 | 21,263 | +312,671 | | Net current assets | 165,940 | 67,154 | +98,786 | | Current ratio | 1.1 times | 1.1 times | No change | | Outstanding loans | – | 26,052 | (26,052) | - The increase in cash and bank balances was primarily attributable to profit for the period, an increase in trade and other payables, and net proceeds from new share issuance, offset by an increase in trade and other receivables and loan repayments[118][125] - The Group has no outstanding loans and no bank financing, and the directors consider its financial resources to be adequate[119][120][125] Gearing Ratio As of June 30, 2025, the Group's gearing ratio was zero, a significant decrease from 12.1% as of December 31, 2024 - As of June 30, 2025, the gearing ratio was zero (December 31, 2024: 12.1%)[121][126] Charge on the Group's Assets As of June 30, 2025, the Group had not pledged any assets as security - As of June 30, 2025, the Group had not pledged any assets as security (December 31, 2024: nil)[122][127] Future Plan for Material Investments and Capital Assets As of June 30, 2025, the Group had no specific plans for material investments or capital assets - As of June 30, 2025, the Group had no specific plans for material investments or capital assets[123][128] Significant Investments, Acquisitions and Disposals For the six months ended June 30, 2025, the Group had no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group had no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures[124][129] Placing of New Shares Under General Mandate The company completed the placing of 165,880,800 new shares on January 24, 2025, raising net proceeds of approximately HK$78.82 million, which were fully utilized for repaying shareholder loans and developing the metal business - The company completed the placing of 165,880,800 ordinary shares at HK$0.48 per share on January 24, 2025[130][133] - The placing price represented a discount of approximately 15.79% to the closing price on the date of the placing agreement and approximately 8.4% to the average closing price for the preceding five trading days[131][133] - Net proceeds of approximately HK$78.82 million were fully utilized for repaying shareholder loans (HK$26.052 million) and developing the metal business (HK$52.771 million)[132][135] Capital Commitment and Capital Expenditure As of June 30, 2025, the Group had no significant capital commitments or capital expenditures - As of June 30, 2025, the Group had no significant capital commitments or capital expenditures (December 31, 2024: nil)[136][137] Foreign Exchange Exposure The Group faces foreign exchange risk from USD and RMB, but USD transaction risk is not significant due to the HKD peg to the USD; currently, the Group has no foreign currency hedging policy but monitors and considers hedging significant risks - The Group is exposed to foreign exchange risk from USD and RMB, but USD transaction risk is not significant[139][145] - The Group currently has no foreign currency hedging policy but closely monitors and considers hedging significant foreign currency risks[139][145] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities, guarantees, or material litigation or claims - As of June 30, 2025, the Group had no significant contingent liabilities, guarantees, or any pending or material litigation or claims against any member of the Group[140][146] Employees and Remuneration Policy As of June 30, 2025, the Group employed 25 staff with total remuneration of approximately HK$6.2 million, regularly reviewing its remuneration policy, providing benefits, and discretionarily granting share options and bonuses - As of June 30, 2025, the Group employed 25 staff (December 31, 2024: 24 staff)[141][147] - For the six months ended June 30, 2025, total employee remuneration (including directors' emoluments) was approximately HK$6.2 million (H1 2024: approximately HK$6.0 million)[141][147] - The Group regularly reviews its remuneration policy, providing benefits such as medical and provident funds in addition to salaries, and may discretionarily grant share options and bonuses[142][147] Dividends The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[143][148] Events After the Reporting Period The Group had no significant events after the reporting period - The Group had no significant events after the reporting period[144][149] Other Information This section provides additional disclosures regarding directors' and substantial shareholders' interests, share options, corporate governance, and other relevant details Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Executive Director Mr. Zhang Siyuan held 19.39% of the company's shares through his wholly-owned company, with no directors or chief executives holding short positions - Executive Director Mr. Zhang Siyuan held 192,980,000 ordinary shares, representing approximately 19.39% of the share capital, through his wholly-owned company FIAS (HONG KONG) CO., LIMITED[153][154] - As of June 30, 2025, no directors or chief executives held short positions in the shares of the Company or its associated corporations[155] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, besides the directors, FIAS (HONG KONG) CO., LIMITED, Hon Pok, and Fortune Way Corporation Limited were substantial shareholders, holding 19.39%, 7.64%, and 6.95% of the shares, respectively Substantial Shareholders' Shareholdings as of June 30, 2025 | Name/Entity | Nature of Interest | Number of Ordinary Shares Held (shares) | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | FIAS (HONG KONG) CO., LIMITED | Beneficial owner | 192,980,000 | 19.39% | | Hon Pok | Beneficial owner | 76,000,000 | 7.64% | | Fortune Way Corporation Limited | Beneficial owner | 69,188,882 | 6.95% | - FIAS (HONG KONG) CO., LIMITED is wholly owned by Executive Director Mr. Zhang Siyuan[158] Share Options The company's share option scheme expired on April 9, 2025, and as of June 30, 2025, all granted share options had lapsed, with no share options available for grant - The last exercise date for share options granted under the share option scheme expired on April 9, 2025[161][162] - As of June 30, 2025, all 280,000 share options granted on April 10, 2015, had lapsed, with no outstanding share options[163] - As of June 30, 2025, the total number of share options available for grant under the share option scheme was zero shares[169][173] - The Group did not recognize any employee costs related to share options granted by the company for the six months ended June 30, 2025, and 2024[169][173] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[170][174] - As of June 30, 2025, the company held no treasury shares[170][174] Competition and Conflict of Interest For the six months ended June 30, 2025, to the best knowledge of the directors, no directors, management, shareholders, or substantial shareholders and their associates engaged in any business competing or potentially competing with the Group's business, nor were there any other conflicts of interest - For the six months ended June 30, 2025, no directors, management, shareholders, or substantial shareholders or their respective associates engaged in any business directly or indirectly competing or potentially competing with the Group's business, nor were there any other conflicts of interest[175][179] Corporate Governance For the six months ended June 30, 2025, the company complied with all provisions of the GEM Listing Rules Corporate Governance Code, and its Audit, Remuneration, Nomination, and Executive Committees were properly constituted - The company has complied with all code provisions of Part 2 of Appendix C1 to the GEM Listing Rules Corporate Governance Code[176][180] - The directors have confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers throughout the reporting period[177][181] Audit Committee The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing financial reports, risk management, and internal control systems, and has reviewed this interim report - The Audit Committee comprises three Independent Non-executive Directors: Ms. Ng Lai Yin (Chairperson), Mr. Yeung Chun Wah, and Mr. Tian Yuan[183][187] - Its responsibilities include reviewing drafts of annual, interim, and quarterly reports, providing advice and recommendations to the Board, and reviewing financial reporting procedures, risk management, and internal control systems[178][182] - The Audit Committee has reviewed this interim report, including the unaudited condensed consolidated interim financial statements[183][187] Remuneration Committee The Remuneration Committee, comprising one executive director and two independent non-executive directors, primarily advises the Board on the remuneration packages of executive directors and senior management - The Remuneration Committee comprises one Executive Director, Mr. Wang Wendong, and two Independent Non-executive Directors, Ms. Ng Lai Yin (Chairperson) and Mr. Tian Yuan[185][188] - Its primary responsibility is to make recommendations to the Board on the remuneration packages of all executive directors and senior management[184][188] Nomination Committee The Nomination Committee, composed of two executive directors and three independent non-executive directors, is responsible for director appointments and succession planning, striving for board diversity - The Nomination Committee comprises two Executive Directors, Mr. Zhang Siyuan (Chairman) and Mr. Wang Wendong, and three Independent Non-executive Directors, Ms. Ng Lai Yin, Mr. Yeung Chun Wah, and Mr. Tian Yuan[190][195] - Its primary responsibility is to make recommendations to the Board on director appointments and succession planning, and to ensure a balanced board in terms of skills, experience, and diversity of perspectives[186][189] Executive Committee The Executive Committee, comprising three executive directors and one independent non-executive director, is primarily responsible for overseeing the formulation, revision, and implementation of the company's strategic plans and the operations of its subsidiaries - The Executive Committee comprises three Executive Directors, Mr. Zhang Siyuan (Chairman), Mr. Wang Wendong, and Mr. Fung Chi Kin, and one Independent Non-executive Director, Mr. Tian Yuan[192][196] - Its primary responsibility is to oversee the formulation, revision, and implementation of the company's strategic plans and the operations of its subsidiaries[191][196] Changes in Directors' Information Mr. Fung Chi Kin was appointed as an independent non-executive director of Huatong Financial Limited on March 31, 2025 - Mr. Fung Chi Kin was appointed as an Independent Non-executive Director of Huatong Financial Limited (stock code: WTF, listed on NASDAQ in the US) on March 31, 2025[193][197] - Since the publication of the 2024 annual report, no other changes in directors' information requiring disclosure under Rule 17.50A(1) of the GEM Listing Rules have occurred, apart from the aforementioned disclosure[194][197]