新城市建设发展(00456) - 2025 - 中期财报

Financial Statements This section presents the unaudited condensed consolidated financial statements of New City Construction Development Group Limited for the six months ended June 30, 2025, providing an overview of the Group's financial performance and position. Condensed Consolidated Income Statement For the six months ended June 30, 2025, the Group's revenue significantly decreased year-on-year, leading to reduced gross profit and an expanded operating loss and loss for the period. Performance Highlights (thousand HKD) | Indicator | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 28,312 | 56,461 | -49.85% | | Gross profit | 25,562 | 34,104 | -25.05% | | Other income | 435 | 4,643 | -90.64% | | Net other gains and losses | (7,546) | 1,735 | Shifted from profit to loss | | Administrative expenses and other operating expenses | (31,467) | (46,861) | -32.85% | | Operating loss | (13,016) | (6,379) | +103.9% | | Finance costs | (2,254) | (5,361) | -57.9% | | Loss before tax | (15,270) | (11,740) | +30.07% | | Loss for the period | (15,270) | (11,740) | +30.07% | | Loss attributable to owners of the Company | (5,409) | (10,727) | -49.58% | | Basic loss per share (HK cents) | (3.97) | (9.15) | -56.5% | Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the Group recorded a total comprehensive loss of 53,073 thousand HKD, a narrowing from the prior year, primarily due to exchange differences. Comprehensive Income Summary (thousand HKD) | Indicator | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Loss for the period | (15,270) | (11,740) | | Exchange differences on translation of overseas operations | (37,803) | (49,835) | | Total comprehensive loss for the period | (53,073) | (61,575) | | Attributable to owners of the Company | (45,726) | (45,199) | | Attributable to non-controlling interests | (7,347) | (16,376) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, total assets slightly increased, but total liabilities grew more significantly, resulting in a decrease in net assets, with a notable shift in the structure of current liabilities. Financial Position Summary (thousand HKD) | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Assets | | | | | Non-current assets | 733,074 | 723,694 | +1.29% | | Current assets | 920,070 | 886,103 | +3.83% | | Liabilities | | | | | Current liabilities | 338,448 | 666,974 | -49.27% | | Non-current liabilities | 1,087,535 | 669,415 | +62.46% | | Equity | | | | | Net assets | 227,161 | 273,408 | -16.91% | | Total equity | 227,161 | 273,408 | -16.91% | - Current portion of borrowings significantly decreased from 420,878 thousand HKD at December 31, 2024, to 21,821 thousand HKD at June 30, 2025, while non-current borrowings substantially increased from 253,173 thousand HKD to 662,462 thousand HKD, indicating a shift in borrowing structure towards long-term[5][6] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity decreased from 273,408 thousand HKD to 227,161 thousand HKD, mainly due to the total comprehensive loss for the period and exchange adjustments, despite new share issuance. Equity Movement (thousand HKD) | Indicator | June 30, 2025 (thousand HKD) | January 1, 2024 (thousand HKD) | | :--- | :--- | :--- | | Share capital | 30,274 | 23,449 | | Share premium | 600,011 | 600,011 | | Exchange fluctuation reserve | (131,412) | (112,134) | | Retained profits | (233,191) | (100,371) | | Total attributable to owners of the Company | 289,039 | 406,060 | | Non-controlling interests | (61,880) | (34,334) | | Total equity | 227,161 | 371,726 | - Net proceeds of approximately 6,825 thousand HKD from new share issuance during the period were used for general working capital[7][39] Condensed Consolidated Cash Flow Statement For the six months ended June 30, 2025, net cash from operating activities significantly decreased, net cash used in investing activities slightly increased, and net cash used in financing activities substantially reduced. Cash Flow Summary (thousand HKD) | Indicator | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Net cash generated from operating activities | 9,167 | 57,842 | -84.14% | | Net cash used in investing activities | (654) | (466) | +40.34% | | Net cash used in financing activities | (2,727) | (19,436) | -85.97% | | Net increase in cash and cash equivalents | 5,786 | 37,939 | -84.76% | | Cash and cash equivalents at June 30 | 10,105 | 9,518 | +6.17% | Notes to the Unaudited Condensed Consolidated Financial Statements This section details the notes to the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, covering company information, accounting standards, segment information, and asset/liability details. 1. Company Information New City Construction Development Group Limited is incorporated in the Cayman Islands, primarily engaged in property development and investment, and retail and consumer-related businesses in China. - The Company was incorporated in the Cayman Islands on August 10, 1998, with principal activities including property development and investment in China, and retail and consumer-related businesses[9] 2. Basis of Preparation The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of the Hong Kong Stock Exchange Listing Rules. - The financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and the HKEX Listing Rules[10] 3. Adoption of New and Revised HKFRSs During the period, the Group first applied amendments to HKAS 21 "Lack of Exchangeability," which had no significant impact on the financial position or performance for the current or prior periods. - The Group first applied amendments to HKAS 21 "Lack of Exchangeability," with no significant impact on financial position or performance[11] 4. Operating Segment Information The Group has two reportable segments: property development and investment, and retail and consumer-related businesses, with the former contributing all revenue and segment profit for the period. - The Group has two reportable segments: property development and investment, and retail and consumer-related businesses[12] Segment Performance (thousand HKD) | Segment | June 30, 2025 Revenue (thousand HKD) | June 30, 2024 Revenue (thousand HKD) | June 30, 2025 Segment Profit (thousand HKD) | June 30, 2024 Segment Profit (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Property development and investment | 28,312 | 30,065 | 25,562 | 15,732 | | Retail and consumer-related business | – | 26,396 | – | 18,372 | | Total | 28,312 | 56,461 | 25,562 | 34,104 | - All the Group's revenue from external customers is derived from China, and over 90% of non-current assets are located in China[16] 5. Revenue For the six months ended June 30, 2025, the Group's revenue was 28,312 thousand HKD, a 49.85% year-on-year decrease, primarily due to zero sales from retail and consumer-related businesses. Revenue Sources (thousand HKD) | Revenue Source | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Rental income and related management service income | 28,312 | 30,065 | | Retail and consumer-related business sales | – | 26,396 | | Total | 28,312 | 56,461 | 6. Other Income For the six months ended June 30, 2025, other income significantly decreased to 435 thousand HKD, primarily consisting of interest income, compared to a large "other" income in the prior year. Other Income Details (thousand HKD) | Income Source | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest income | 435 | 19 | | Other | – | 4,624 | | Total | 435 | 4,643 | 7. Net Other Gains and Losses For the six months ended June 30, 2025, the Group recorded net other gains and losses of 7,546 thousand HKD loss, primarily due to fair value losses on financial assets, compared to a gain in the prior year. Net Other Gains and Losses Breakdown (thousand HKD) | Item | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Fair value (loss)/gain on financial assets | (12,709) | 3,235 | | Net foreign exchange gains/(losses) | 5,163 | (1,500) | | Total | (7,546) | 1,735 | 8. Finance Costs For the six months ended June 30, 2025, finance costs were 2,254 thousand HKD, a significant 57.9% year-on-year decrease, mainly due to reduced interest on bank borrowings. Finance Costs Breakdown (thousand HKD) | Item | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest on bank borrowings | 2,252 | 5,356 | | Interest on lease liabilities | 2 | 5 | | Total | 2,254 | 5,361 | 9. Income Tax Expense For the six months ended June 30, 2025, the Group incurred no assessable profits in Hong Kong or China, resulting in zero income tax expense. - The Group had no assessable profits in Hong Kong or China, resulting in zero income tax expense[22] 10. Loss for the Period For the six months ended June 30, 2025, the Group's loss for the period was 15,270 thousand HKD, primarily after deducting depreciation of property, plant and equipment of 2,114 thousand HKD. Loss for the Period Adjustments (thousand HKD) | Item | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 2,114 | 1,833 | | Depreciation of right-of-use assets | – | 3,141 | 11. Dividends The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025. - The Board does not recommend the payment of an interim dividend for the period (2024: nil)[24] 12. Loss Per Share For the six months ended June 30, 2025, basic loss per share was 3.97 HK cents, an improvement from 9.15 HK cents in the prior year, mainly due to a reduction in loss attributable to owners of the Company. Loss Per Share (HK cents) | Indicator | June 30, 2025 (HK cents) | June 30, 2024 (HK cents) | | :--- | :--- | :--- | | Basic loss per share | (3.97) | (9.15) | - The weighted average number of ordinary shares used for calculating basic loss per share was 138,245,044 shares (2024: 117,245,044 shares)[26] (a) Basic Loss Per Share The loss attributable to owners of the Company was 5,409 thousand HKD, and the weighted average number of ordinary shares used for calculating basic loss per share was 138,245,044 shares. Loss Attributable to Owners (thousand HKD) | Indicator | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | | :--- | :--- | :--- | | Loss attributable to owners of the Company | (5,409) | (10,727) | (b) Diluted Loss Per Share For the six months ended June 30, 2025, basic loss per share was not diluted as there were no potential dilutive events. - For the six months ended June 30, 2025, basic loss per share was not diluted due to the absence of potential dilutive events[27] 13. Property, Plant and Equipment For the six months ended June 30, 2025, the Group added approximately 16,250 HKD in property, plant and equipment, a significant decrease from the prior year. Additions to Property, Plant and Equipment (HKD) | Item | June 30, 2025 (HKD) | June 30, 2024 (HKD) | | :--- | :--- | :--- | | Additions to property, plant and equipment | 16,250 | 476,898 | 14. Investment Properties As of June 30, 2025, the Group's total carrying amount of investment properties increased to 664,567 thousand HKD, primarily including properties in Guangzhou and Luoyang. Investment Properties Carrying Amount (thousand HKD) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Investment properties in Guangzhou (fair value) | 596,819 | 585,362 | | Investment properties in Luoyang (cost) | 67,748 | 66,447 | | Total Carrying Amount | 664,567 | 651,809 | (a) Guangzhou Property I Guangzhou Property I, measured at fair value with a carrying amount of approximately 537,310 thousand HKD, is pledged for bank borrowings and is part of a government acquisition plan. - Guangzhou Property I, with a carrying amount of approximately 537,310 thousand HKD, is pledged for bank borrowings and is part of a government acquisition plan, with compensation negotiations ongoing[30] (b) Guangzhou Property II Guangzhou Property II, measured at fair value with a carrying amount of approximately 59,509 thousand HKD, is pledged for bank borrowings. - Guangzhou Property II, with a carrying amount of approximately 59,509 thousand HKD, is pledged for bank borrowings[30] (c) Luoyang Investment Property Luoyang Property, with a carrying amount of approximately 67,748 thousand HKD, is pledged for bank borrowings, and the Group is actively seeking to change its land use. - Luoyang Property, with a carrying amount of approximately 67,748 thousand HKD, is pledged for bank borrowings[31] - The Group is actively communicating with local government to apply for a change in land use for Luoyang Property to commercial and residential mixed-use, and is awaiting necessary official approvals for the project[30][31] 15. Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, financial assets at fair value through profit or loss primarily consisted of listed equity investments, with market value decreasing from 61,866 thousand HKD to 52,994 thousand HKD. Financial Assets at FVTPL (thousand HKD) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Listed equity investments (Taiwan) | 52,994 | 61,866 | 16. Prepayments, Deposits and Other Receivables As of June 30, 2025, total prepayments, deposits, and other receivables increased to 398,213 thousand HKD, mainly due to prepayments for Luoyang and Zhuhai properties, and an increase in other receivables. Prepayments, Deposits and Other Receivables (thousand HKD) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Prepayments | 334,763 | 331,542 | | Deposits | 20,995 | 20,993 | | Other receivables (net of impairment allowance) | 63,450 | 35,559 | | Total Current Portion | 398,213 | 367,101 | (a) Prepayments for Luoyang Property As of June 30, 2025, the Group had prepaid approximately 6,905 thousand HKD for Luoyang property construction. Luoyang Property Prepayments (thousand HKD) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Prepayments for Luoyang Property | 6,905 | 6,773 | (b) Prepayments for Zhuhai Property As of June 30, 2025, the Group had prepaid approximately 315,161 thousand HKD for Zhuhai property construction. Zhuhai Property Prepayments (thousand HKD) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Prepayments for Zhuhai Property | 315,161 | 309,111 | (c) Deposit to New Century International Trade (Beijing) Co., Ltd. The Group paid a deposit of 20,000 thousand HKD to New Century International Trade (Beijing) Co., Ltd. for due diligence on future project investment opportunities. - A deposit of 20,000 thousand HKD was paid for due diligence on future project investment opportunities[34] (d) Other Receivables Other receivables (net of impairment allowance) increased from 35,559 thousand HKD at December 31, 2024, to 63,450 thousand HKD at June 30, 2025. Other Receivables (thousand HKD) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Other receivables (net of impairment allowance) | 63,450 | 35,559 | 17. Borrowings As of June 30, 2025, total borrowings increased to 684,283 thousand HKD, with a significant shift towards long-term debt due to extended maturity dates for several bank loans. Borrowings Breakdown (thousand HKD) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Bank Loan I | 397,206 | 391,947 | | Bank Loan II | 28,839 | 28,286 | | Bank Loan III | 258,238 | 253,818 | | Total | 684,283 | 674,051 | | Repayable within one year or on demand | 21,821 | 420,878 | | Repayable in the second to fifth year | 662,462 | 123,037 | | Repayable after five years | – | 130,136 | (a) Bank Loan I Bank Loan I, totaling approximately 397,206 thousand HKD, had its maturity date extended to November 20, 2026, and is secured by Luoyang Property, Zhuhai Property, and shares of related companies. - Bank Loan I's maturity date has been extended to November 20, 2026[36][37] - The loan is secured by Luoyang Property, Zhuhai Property, and shares of related companies, and guaranteed by the Company and individuals[36] (b) Bank Loan II Bank Loan II, totaling approximately 28,839 thousand HKD, had its maturity date advanced to December 20, 2027, and is secured by Guangzhou Property II and shares of a subsidiary. - Bank Loan II's maturity date has been advanced to December 20, 2027[38] - The loan is secured by Guangzhou Property II and shares of a subsidiary, and guaranteed by the Company and individuals[38] (c) Bank Loan III Bank Loan III, totaling approximately 258,238 thousand HKD, had its maturity date advanced to May 20, 2027, and is secured by property of Guangdong Changliu, with a personal guarantee from Mr. Han. - Bank Loan III's maturity date has been advanced to May 20, 2027[38] - The loan is secured by property of Guangdong Changliu and personally guaranteed by Mr. Han[38] 18. Share Capital As of June 30, 2025, the Company's issued share capital increased to 30,274 thousand HKD, primarily due to the issuance of 21,000,000 new shares, raising net proceeds for general working capital. Share Capital Movement (thousand HKD) | Item | Number of Shares | Amount (thousand HKD) | | :--- | :--- | :--- | | Ordinary shares in issue at January 1, 2025 | 117,245,044 | 23,449 | | Issue of new shares | 21,000,000 | 6,825 | | Ordinary shares in issue at June 30, 2025 | 138,245,044 | 30,274 | - On January 17, 2025, the Company issued 21,000,000 new shares, raising net proceeds of approximately 6,825 thousand HKD for general working capital[39] 19. Contingent Liabilities A Group subsidiary is involved in two legal proceedings, ordered to pay approximately RMB 57 million and additional overdue payments of approximately RMB 24 million, with the Group seeking to appeal. - A Group subsidiary is involved in two legal proceedings, ordered to pay approximately RMB 57 million and additional overdue payments of approximately RMB 24 million[40] - The Group has sought legal advice in China and believes there are sufficient grounds to apply for a retrial at the Higher People's Court in China[40] Management Discussion and Analysis This section reviews the Group's business performance for the six months ended June 30, 2025, outlines future business development themes, operational status and strategic outlook for each business segment, and a plan for the acquisition of concrete mixer trucks. Business Review For the six months ended June 30, 2025, the Group recorded revenue of approximately 28,312 thousand HKD and a loss after tax of approximately 15,270 thousand HKD. Performance Summary (thousand HKD) | Indicator | June 30, 2025 (thousand HKD) | | :--- | :--- | | Revenue | 28,312 | | Loss after tax | 15,270 | Continuing Connected Transactions The Group entered into new office property and staff dormitory lease agreements with a connected party, constituting continuing connected transactions under the Listing Rules. - The Group entered into new office property and staff dormitory lease agreements with a connected party, constituting continuing connected transactions[42] Outlook and Prospects The Group adopts "New Life, New City Every Day" as its future business development theme, aiming to integrate property management, retail and consumer-related businesses, investment properties, and property development to meet daily needs. - The Group adopts "New Life, New City Every Day" as its future business development theme, integrating various businesses to meet daily needs[43] Business Operations This section details the operational status and future strategies for the Group's core business segments, including leasing and property management in Guangzhou, retail and consumer-related businesses in Mainland China, investment properties in Luoyang, and property development in Zhuhai. Leasing and Property Management Business in Guangzhou The profit from rental and related management services of Changliu, a wholly-owned subsidiary of the Group, slightly decreased year-on-year but remains one of the Group's main commercial activities. - Profit from Guangzhou leasing and property management business slightly decreased but remains a primary commercial activity for the Group[44] Retail and Consumer-related Business in Mainland China The Group restructured its retail and consumer-related businesses in Mainland China at the end of 2024 and plans to steadily expand into more promising business models starting from the second half of 2025. - Retail and consumer-related businesses in Mainland China were restructured at the end of 2024, with plans to expand into new business models from the second half of 2025[45] Investment Properties in Luoyang The Luoyang investment property project has been delayed due to changes in land policy and construction plan modifications, with the Group actively seeking to change its land use and awaiting official approvals. - Luoyang property project has been delayed due to changes in land policy and construction plan modifications[46] - The Group is actively communicating with the government to apply for a change in land use to commercial and residential mixed-use and is awaiting necessary official approvals for the project[47][48] Property Development in Zhuhai The Group is closely monitoring the Chinese real estate market environment and will determine the next steps for the Zhuhai property project based on market development speed, maintaining an optimistic long-term market outlook. - The Group is closely monitoring the Chinese real estate market and will determine the next steps for the Zhuhai property project based on market development speed[49] - The Group maintains an optimistic long-term outlook on the Chinese real estate market but will monitor market dynamics[49] Acquisition of Concrete Mixer Trucks The Group plans to acquire 70 concrete mixer trucks for a total consideration of RMB 12,011,520.00 to expand its concrete logistics and transportation services, with the payment deadline extended to December 31, 2025. - The Group plans to acquire 70 concrete mixer trucks for a total consideration of RMB 12,011,520.00 to expand its concrete logistics and transportation services and diversify its business[50][51] - The payment deadline for the concrete mixer trucks has been extended to December 31, 2025[51] Financial Review This section summarizes the Group's financial performance for the six months ended June 30, 2025, including revenue, loss, loss per share, liquidity, gearing ratio, exchange rate risk, capital structure, and asset pledges. Performance Overview For the six months ended June 30, 2025, the Group's revenue was 28,312 thousand HKD, loss for the period was 15,270 thousand HKD, and basic loss per share was 3.97 HK cents, showing an improvement from the prior year. Key Financial Performance (thousand HKD/HK cents) | Indicator | June 30, 2025 (thousand HKD/HK cents) | June 30, 2024 (thousand HKD/HK cents) | | :--- | :--- | :--- | | Revenue | 28,312 | 56,461 | | Loss for the period | 15,270 | 11,740 | | Basic loss per share | 3.97 HK cents | 9.15 HK cents | Dividend Policy The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025. - The Board does not recommend the payment of an interim dividend[53] Liquidity, Financial Resources and Capital Commitments As of June 30, 2025, the Group's total assets and total liabilities both increased, cash and bank balances increased, and the current ratio significantly improved to 2.72. Liquidity and Financial Resources (thousand HKD) | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Total Assets | 1,653,144 | 1,609,797 | | Total Liabilities | 1,425,984 | 1,336,389 | | Cash and bank balances | 10,105 | 8,459 | | Current Ratio | 2.72 | 1.33 | Gearing Ratio As of June 30, 2025, the Group's gearing ratio (debt-to-equity) slightly increased to 81%. Gearing Ratio | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Gearing Ratio (Liabilities/Equity) | 81% | 78% | Exchange Rate Risk The Group's principal operations are in China and Hong Kong, with primary operating currencies being HKD and RMB, and it is closely monitoring RMB exchange rate fluctuations and assessing exchange rate risk. - The Group's primary operating currencies are HKD and RMB, and it is closely monitoring RMB exchange rate fluctuations and assessing exchange rate risk[56] Capital Structure There was no change in the Company's capital structure for the six months ended June 30, 2025. - There was no change in the Company's capital structure[57] Pledge of Assets As of June 30, 2025, the Group pledged investment properties and properties under development for sale in Guangzhou, Luoyang, and Zhuhai as security for bank borrowings. - The Group pledged investment properties and properties under development for sale in Guangzhou, Luoyang, and Zhuhai as security for bank borrowings[58] Other Information This section provides other important information for the Group for the six months ended June 30, 2025, including material investments, transactions in listed securities, contingent liabilities, corporate governance practices, employee information, and directors' and substantial shareholders' equity disclosures. Material Investments, Major Acquisitions and Disposals, and Future Plans for Material Investments or Capital Assets Apart from the disclosed plan to acquire concrete mixer trucks, the Company had no other material investments or major acquisitions and disposals during the reporting period. - Apart from the disclosed plan to acquire concrete mixer trucks, there were no other material investments or major acquisitions and disposals during the reporting period[59] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed shares. - During the reporting period, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed shares[60] Contingent Liabilities Details of contingent liabilities, involving two legal proceedings, are disclosed in Note 19 to the financial statements. - Details of contingent liabilities are disclosed in Note 19 to the financial statements[61] Commitments As of June 30, 2025, the Group had no commitments. - As of June 30, 2025, the Group had no commitments[62] Corporate Governance The Company complied with the Corporate Governance Code in Appendix 14 of the Listing Rules during the reporting period, but there were deviations regarding the Chairman also serving as Chief Executive, non-executive directors having no fixed terms, and the Chairman not being subject to rotation by retirement. - The Company complied with the Corporate Governance Code, but deviations exist where the Chairman also serves as Chief Executive, non-executive directors have no fixed terms, and the Chairman is not subject to rotation by retirement[63][64] Employees As of June 30, 2025, the Group employed approximately 46 staff in Hong Kong and China, offering a competitive remuneration package reviewed annually. - The Group employed approximately 46 staff in Hong Kong and China, offering a competitive remuneration package reviewed annually[65] Directors' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Executive Director Mr. Han Junran held long positions in the Company's shares, including interests in controlled corporations and beneficially owned shares, totaling 50.81% of the issued share capital. Directors' Interests in Shares | Director's Name | Capacity/Nature of Interest | Number of Shares and Underlying Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Han Junran | Interest in controlled corporation | 37,733,255 | 27.29% | | | Beneficial owner | 32,521,754 | 23.52% | | Total | | 70,255,009 | 50.81% | Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares As of June 30, 2025, Junyi Investment Limited and Qilu International Funds SPC (acting for Zhongtai Dingfeng Classified Fund SP) were substantial shareholders of the Company, holding 27.29% and 50.82% equity interests, respectively. Substantial Shareholders' Interests | Name | Capacity | Number of Shares and Underlying Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Junyi Investment Limited | Beneficial owner | 37,733,255 | 27.29% | | Qilu International Funds SPC (acting for Zhongtai Dingfeng Classified Fund SP) | Holder of security interest | 70,255,009 | 50.82% | | Zhongtai International Asset Management Limited | Investment manager | 70,255,009 | 50.82% | Standard Code for Securities Transactions by Directors The Company has adopted the Standard Code for Securities Transactions by Directors as set out in Appendix 10 of the Listing Rules, and all Directors have confirmed compliance with the Code during the reporting period. - The Company adopted the Standard Code for Securities Transactions by Directors, and all Directors confirmed compliance[70] Audit Committee The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's accounting principles, internal controls, and condensed consolidated financial statements. - The Audit Committee, composed of three independent non-executive directors, reviewed the Group's accounting principles, internal controls, and condensed consolidated financial statements[71]