港湾数字(00913) - 2025 - 中期财报

Corporate Information Board of Directors The company's board comprises one executive director and three independent non-executive directors, with audit, remuneration, and nomination committees, each chaired by an independent non-executive director - Executive Director: SHUM Kit Lan Anita [3] - Independent Non-Executive Directors: HUNG Cho Sing, CHUNG Fai Chun, YU Tat Chi Michael [3] - Audit Committee Chairman: YU Tat Chi Michael [3] - Remuneration Committee Chairman: HUNG Cho Sing [3] - Nomination Committee Chairman: HUNG Cho Sing [3] Key Service Providers This report lists the company's key service providers, including principal bankers, custodians, investment managers, auditors, registered office, Hong Kong principal place of business, and share registrars - Principal Bankers: The Hongkong and Shanghai Banking Corporation Limited, Chong Hing Bank Limited [4] - Investment Manager: Guojin Securities (Hong Kong) Limited [5] - Auditor: Kaiyuan Xin De Certified Public Accountants Limited [6] - Hong Kong Share Registrar: Tricor Investor Services Limited [7] Condensed Consolidated Statement of Comprehensive Income Financial Performance Overview For the six months ended June 30, 2025, the Group achieved a net profit of HK$7,224 thousand, a significant improvement from the net loss of HK$45,922 thousand in the prior year, primarily due to fair value changes in listed equity instruments at fair value through profit or loss Condensed Consolidated Statement of Comprehensive Income Key Data (Six Months Ended June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Gross proceeds from disposal of trading securities | 1,736 | 1,466 | | (Loss)/gain on disposal of FVPL listed equity investments | (9,512) | 34 | | Revenue | 767 | 600 | | Other income | 3 | 2 | | Fair value change of FVPL listed equity instruments | 16,188 | (43,438) | | Reversal of impairment loss under expected credit loss model | 3,253 | – | | Other operating expenses | (3,475) | (3,120) | | Profit/(loss) before tax | 7,224 | (45,922) | | Income tax | – | – | | Profit/(loss) and total comprehensive loss for the period | 7,224 | (45,922) | | Earnings/(loss) per share - Basic and diluted | HK2.04 cents | HK(16.09 cents) | - Basic and diluted earnings per share for the period were HK2.04 cents, compared to a basic and diluted loss per share of HK16.09 cents for the same period in 2024 [11] Condensed Consolidated Statement of Financial Position Asset and Liability Structure As of June 30, 2025, the Group's total net assets increased to HK$179,241 thousand, primarily driven by FVPL equity investments and debt investments at amortized cost, maintaining a robust net current asset position Condensed Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Non-current assets | | | | Debt investments at amortized cost | 25,081 | 18,314 | | Current assets | | | | Equity investments at fair value through profit or loss | 113,901 | 106,597 | | Deposits and prepayments | 2,607 | 1,338 | | Due from securities brokers | 1,745 | 4,358 | | Other receivables | 30,899 | 30,899 | | Bank balances and cash | 5,869 | 11,351 | | Current liabilities | | | | Other payables and accrued charges | 861 | 840 | | Net assets | 179,241 | 172,017 | | Total equity | 179,241 | 172,017 | - As of June 30, 2025, net current assets were HK$154,160 thousand, slightly higher than HK$153,703 thousand as of December 31, 2024 [12] Condensed Consolidated Statement of Changes in Equity Equity Movements For the six months ended June 30, 2025, total equity attributable to owners of the company increased from HK$172,017 thousand at the beginning of the period to HK$179,241 thousand, mainly due to profit contribution for the period and lapse of share options Equity Movements Overview (Six Months Ended June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | At January 1 | 172,017 | 170,304 | | Profit/(loss) and total comprehensive loss for the period | 7,224 | (45,922) | | Lapse of share options | – | – | | At June 30 | 179,241 | 128,965 | - In the first half of 2025, the lapse of share options resulted in a HK$9,982 thousand decrease in the share option reserve and a corresponding increase in accumulated losses [13] - In the first half of 2024, the exercise of share options led to a HK$15 thousand increase in share capital, a HK$6,601 thousand increase in share premium, and a HK$2,033 thousand decrease in the share option reserve [14] Condensed Consolidated Statement of Cash Flows Cash Flow Summary For the six months ended June 30, 2025, the Group's net cash used in operating activities was HK$5,482 thousand, compared to HK$2,615 thousand in the prior year, with cash and cash equivalents at period-end totaling HK$5,869 thousand Condensed Consolidated Statement of Cash Flows Key Data (Six Months Ended June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash used in operating activities | (5,482) | (2,615) | | Net cash from financing activities | – | 4,583 | | Net increase/(decrease) in cash and cash equivalents | (5,482) | 1,968 | | Cash and cash equivalents at beginning of period | 11,351 | 1,978 | | Cash and cash equivalents at end of period | 5,869 | 3,946 | - In the first half of 2025, financing activities generated no net cash, whereas the same period in 2024 saw HK$4,583 thousand from share issuance [15] Notes to the Condensed Consolidated Financial Statements 1. BASIS OF PREPARATION The interim financial statements are prepared in accordance with Appendix D2 of the HKEX Listing Rules and HKAS 34 "Interim Financial Reporting," applying consistent accounting policies and methods as the 2024 annual financial statements, with no significant impact from newly adopted HKFRSs - Interim financial statements are prepared in accordance with Appendix D2 of the HKEX Listing Rules and HKAS 34 [16] - Accounting policies are consistent with the 2024 annual financial statements [17] - The adoption of newly revised HKFRSs has not resulted in significant changes to the Group's accounting policies, financial statement presentation, or reported amounts for the period [18] 2. REVENUE AND OTHER INCOME The Group's principal business is investing in listed and unlisted securities; for the six months ended June 30, 2025, revenue primarily comprised interest income from debt investments at amortized cost, with total revenue and other income reaching HK$770 thousand, an increase from the prior year Revenue and Other Income (Six Months Ended June 30) | Category | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue: Interest income from debt investments at amortized cost | 767 | 600 | | Other income: Interest income from amounts due from brokers | 3 | 2 | | Total | 770 | 602 | - The Group's principal business is investing in listed and unlisted securities [20] 3. SEGMENT INFORMATION The Group operates in a single business segment, investing in listed and unlisted securities, thus no business segment information is presented; over 90% of revenue and non-current assets are derived from Hong Kong, so no geographical information is presented - The Group has only one business segment: investing in listed and unlisted securities [22] - Over 90% of revenue and non-current assets are primarily derived from Hong Kong, hence no geographical information is presented [23][25] 4. PROFIT/(LOSS) BEFORE TAX For the six months ended June 30, 2025, the Group recorded a profit before tax of HK$7,224 thousand, a significant improvement from the loss of HK$45,922 thousand in the prior year, with key costs including staff salaries, pension scheme contributions, and operating lease expenses Profit/(Loss) Before Tax Key Components (Six Months Ended June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Staff costs - Salaries | 867 | 852 | | Staff costs - Pension scheme contributions | 20 | 19 | | Operating lease expenses - Land and buildings | 97 | 94 | | Realized loss/(gain) on disposal of listed equity investments | 9,512 | (34) | | Unrealized (gain)/loss on listed equity investments | (16,188) | 43,438 | - Profit before tax for the period was HK$7,224 thousand, compared to a loss of HK$45,922 thousand in the prior year [11] 5. INCOME TAX The Group incurred no assessable profits for the six months ended June 30, 2025, or the corresponding period in 2024, resulting in zero income tax - The Group generated no assessable profits for the current period or the six months ended June 30, 2024 [27][30] 6. EARNINGS/(LOSS) PER SHARE As of June 30, 2025, the company's basic and diluted earnings per share were HK2.04 cents, a significant improvement from the loss per share of HK16.09 cents in the prior year, reflecting enhanced performance for the period Earnings/(Loss) Per Share (Six Months Ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit/(loss) attributable to owners of the company | HK$7,224,000 | HK$(45,922,000) | | Basic and diluted earnings/(loss) per share | HK2.04 cents | HK(16.09 cents) | | Weighted average number of ordinary shares in issue | 354,818,016 | 285,324,537 | - For the six months ended June 30, 2025, the company had no potential dilutive ordinary shares [28] 7. DEBT INVESTMENT AT AMORTISED COST As of June 30, 2025, debt investments at amortized cost totaled HK$25,081 thousand, primarily comprising unsecured bonds issued by Juntai Holdings Limited, with no coupon received or unrealized gains/losses from revaluation during the period Debt Investment at Amortized Cost (As of June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Unlisted debt investments | 26,000 | 20,000 | | Interest receivable | 1,691 | 924 | | Less: Provision for credit losses | (2,610) | (2,610) | | Total | 25,081 | 18,314 | - Primarily comprises unsecured bonds issued by Juntai Holdings Limited with a principal of HK$20,000,000, an annual interest rate of 6%, and an 8-year maturity [33][35] - The carrying value of Juntai bonds is approximately HK$18,914 thousand, representing about 10.5% of the company's total assets [34][35] - For the six months ended June 30, 2025, no coupon was received, and no unrealized holding gains/losses arose from revaluation [34][35] 8. EQUITY INVESTMENTS AT FVPL As of June 30, 2025, the Group's FVPL equity investments totaled HK$113,901 thousand, mainly Hong Kong-listed equity investments, with a net fair value gain of approximately HK$16,188 thousand recognized during the period, but a net loss of approximately HK$9,512 thousand recognized on disposal FVPL Equity Investments Overview (As of June 30) | Category | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong listed equity investments | 113,901 | 106,597 | - A net fair value gain of approximately HK$16,188 thousand was recognized during the period, while a net loss of approximately HK$9,512 thousand was recognized on the disposal of listed equity investments [39][40] Major Listed Equity Investments (As of June 30, 2025) | Company Name | Stock Code | Fair Value/Market Value (HK$'000) | Approximate % of Total Assets | Unrealized Gain/(Loss) (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | CMMB Vision Holdings Limited | 205 | 15,194 | 8.4% | 8,067 | | Juntai Holdings Limited | 630 | 11,764 | 6.5% | 6,536 | | China Integrated Holdings Limited | 1027 | 14,484 | 8.0% | (1,182) | | China Investment and Finance Group Limited | 1226 | 12,735 | 7.1% | 1,443 | | Well Long Holdings Limited | 8021 | 16,416 | 9.1% | (8,564) | 9. DUE FROM SECURITIES BROKERS Amounts due from securities brokers represent deposits placed with brokers for trading listed investments, repayable on demand and interest-free; as of June 30, 2025, this amount was HK$1,745 thousand, a decrease from HK$4,358 thousand as of December 31, 2024 - Amounts due from securities brokers are deposits placed with brokers for trading listed investments [46][48] - These amounts are repayable on demand and are interest-free [46][48] Due from Securities Brokers (As of June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Due from securities brokers | 1,745 | 4,358 | 10. SHARE CAPITAL As of June 30, 2025, the company's issued and fully paid share capital was HK$355 thousand, comprising 354,818,000 ordinary shares, following a placement of 59,136,000 new shares completed in October 2024 Share Capital Movements (As of June 30) | Indicator | 2025 (Thousand Shares) | 2025 (HK$'000) | | :--- | :--- | :--- | | Authorized share capital | 2,000,000 | 2,000 | | Issued and fully paid at January 1, 2024 | 281,182 | 281 | | Shares issued upon exercise of share options | 14,500 | 15 | | Shares issued under placement | 59,136 | 59 | | Issued and fully paid at June 30, 2025 | 354,818 | 355 | - On October 30, 2024, the company completed a placement of 59,136,000 shares at HK$0.24 per share, raising approximately HK$14.2 million before expenses [52][56] 11. SHARE OPTION SCHEME The company's share option scheme expired on April 30, 2023, with no outstanding share options as of June 30, 2025, and no new share options granted during the period - The share option scheme expired on April 30, 2023, and no new scheme has been adopted as of the report date [53][57] - As of June 30, 2025, there are no outstanding share options [67][71] Share Option Scheme Movements (Six Months Ended June 30, 2025) | Category | Grant Date | Exercise Price | Option Period | Number of Options Held at Jan 1, 2025 | Number of Options Granted During Period | Number of Options Exercised During Period | Number of Options Cancelled/Lapsed During Period | Number of Options Held at Jun 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Employees (Total) | May 12, 2022 | HK$0.800 | Three years from grant date | 19,250,000 | – | – | (19,250,000) | – | | Employees (Total) | June 28, 2022 | HK$0.780 | Three years from grant date | 5,500,000 | – | – | (5,500,000) | – | | Total | | | | 24,750,000 | – | – | (24,750,000) | – | 12. CHARGE OF ASSETS AND MARGIN FACILITIES As of June 30, 2025, the Group has margin facilities from several regulated securities brokers, secured by equity instruments and investments held for trading, but these facilities remain unutilized - The Group has obtained margin facilities from several regulated securities brokers [69][72] - The facilities are secured by the Group's equity instruments and investments held for trading [69][72] - As of June 30, 2025, and December 31, 2024, the Group had not utilized these facilities [69][72] 13. CONTINGENT LIABILITIES The company provides corporate guarantees for a subsidiary's securities trading accounts with brokers, which were unutilized as of June 30, 2025, and December 31, 2024, and directors believe the likelihood of claims under any guarantee is remote - The company provides corporate guarantees for a subsidiary's securities trading accounts [70][73] - The guarantees were unutilized as of June 30, 2025, and December 31, 2024 [70][73] - Directors believe the likelihood of claims against the company due to any guarantee is remote [70][73] 14. RELATED PARTY TRANSACTIONS During the period, the Group engaged in related party transactions including investment management fee payments and key management personnel compensation; the investment manager changed from Evergrande Securities (Hong Kong) Limited to Guojin Securities (Hong Kong) Limited Related Party Transactions (Six Months Ended June 30) | Related Party | Transaction Type | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | :--- | | Evergrande Securities (Hong Kong) Limited (Former Investment Manager) | Investment management fees paid | – | 300 | | Guojin Securities (Hong Kong) Limited (Current Investment Manager) | Investment management fees paid | 179 | – | Key Management Personnel Compensation (Six Months Ended June 30) | Compensation Category | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Short-term benefits | 600 | 600 | | Post-employment benefits | 9 | 9 | | Total | 609 | 609 | Management Discussion and Analysis INTERIM DIVIDEND The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board does not recommend the payment of an interim dividend for the first half of 2025 [77][81] - No dividend was distributed for the same period in 2024 [77][81] RESULTS The Group recorded a net profit of approximately HK$7.2 million in the first half of 2025, a significant improvement compared to a net loss of approximately HK$45.9 million in the prior year, primarily driven by overall gains from listed equities Results Overview (Six Months Ended June 30) | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | | :--- | :--- | :--- | | Net profit/(loss) | 7.2 | (45.9) | | Total gain/(loss) from listed equities | 6.7 | (43.4) | | Basic and diluted earnings/(loss) per share | HK2.04 cents | HK(16.09 cents) | - The improved performance is mainly attributable to a total gain from listed equities of approximately HK$6.7 million during the period [78][82] BUSINESS REVIEW As an investment company, the company primarily engages in listed investments in Hong Kong and other major global stock markets, as well as unlisted investments, aiming for medium to long-term capital appreciation; with improved market conditions during the period, the Board continues to focus on Hong Kong-listed equity investments and prudently seeks new opportunities - The company primarily engages in listed and unlisted securities investments, targeting medium to long-term capital appreciation [79][83] - Improved market conditions led to a net realized loss of approximately HK$9.5 million (2024: gain of HK$34 thousand) and a net unrealized gain of approximately HK$16.2 million (2024: loss of HK$43.4 million) from listed equity investments [80][83] - The Board maintains a diversified investment portfolio covering various sectors including finance, consumer goods, media, and manufacturing [84][88] Significant Investments The Group's significant investments include a debt investment and several major listed equity investments, with unlisted bonds from Juntai Holdings Limited and various Hong Kong-listed stocks forming key components, representing a substantial portion of the Group's total net assets - The investment portfolio primarily includes a listed equity portfolio of HK$113.9 million across 31 companies (approximately 63.5% of consolidated net assets) and 3 direct unlisted debt investments totaling HK$25.1 million (approximately 14.0% of consolidated net assets) [85][88] - The main unlisted debt investment is a bond issued by Juntai Holdings Limited (stock code: 630), a company with diversified businesses and sound financial health, showing no signs of default [86][87][89] Major Listed Equity Investments Overview (As of June 30, 2025) | Company Name | Stock Code | % of Total Assets | Unrealized Gain/(Loss) (HK$ million) | Principal Business and Outlook | | :--- | :--- | :--- | :--- | :--- | | CMMB Vision Holdings Limited | 205 | 8.4% | 8.1 | Advertising agency, securities brokerage, money lending; actively developing digital media marketing and MCN businesses | | Juntai Holdings Limited | 630 | 6.5% | 6.5 | Medical products, plastic molds, money lending, securities investment; optimizing business portfolio, exploring new growth potential | | China Integrated Holdings Limited | 1027 | 8.0% | (1.2) | Umbrella manufacturing and sales; shifting business focus to downstream distribution and brand building | | China Investment and Finance Group Limited | 1226 | 7.1% | 1.4 | Securities trading; focusing on the Chinese economy, prudently managing investment portfolio | | Well Long Holdings Limited | 8021 | 9.1% | (8.6) | Scaffolding, fitting-out, money lending, securities investment; adapting to market changes, leveraging public projects and real estate market opportunities | Segment Information The Group's investment segment, primarily comprising listed and unlisted securities investments, experienced no significant changes during the period - The Group's investment segment (primarily listed and unlisted securities investments) experienced no significant changes during the period [100][102] Performance of the Group's Listed Securities Net gain from listed securities for the period was approximately HK$6.7 million, consisting of a net realized loss of HK$9.5 million and a net unrealized gain of HK$16.2 million, with China 33 Media Group Limited significantly impacting both realized losses and unrealized gains - Net gain from listed securities for the period was approximately HK$6.7 million [103] - Comprised of a net realized loss of approximately HK$9.5 million from disposal of listed securities and a net unrealized gain of approximately HK$16.2 million from listed securities [103] Major Realized Losses (Six Months Ended June 30) | Company Name | Stock Code | Realized Loss (HK$ million) | | :--- | :--- | :--- | | China 33 Media Group Limited | 8087 | 9.4 | Major Unrealized Gains (Six Months Ended June 30) | Company Name | Stock Code | Unrealized Gain (HK$ million) | | :--- | :--- | :--- | | China 33 Media Group Limited | 8087 | 10.2 | | CMMB Vision Holdings Limited | 205 | 8.1 | | Juntai Holdings Limited | 630 | 6.5 | | Huicui International (Holdings) Limited | 8041 | 4.7 | Major Unrealized Losses (Six Months Ended June 30) | Company Name | Stock Code | Unrealized Loss (HK$ million) | | :--- | :--- | :--- | | Well Long Holdings Limited | 8021 | 8.6 | | Hao Wen Holdings Limited | 8019 | 2.7 | PROSPECTS The first half of 2025 saw a global investment market theme of declining USD exchange rates, with both the Dow Jones Industrial Average and Hang Seng Index recording gains; despite a complex US economic outlook, China's economy performed strongly driven by high-end manufacturing, and the Group will continue to focus on opportunities in the US, China, and Hong Kong markets with a conservative investment strategy to enhance shareholder value - The main theme of the global investment market in the first half of 2025 was the generally anticipated decline in the USD exchange rate [112][114] Major Stock Index Performance (End of 2024 to June 30, 2025) | Index | Points at End of 2024 | Points at June 30, 2025 | Increase | | :--- | :--- | :--- | :--- | | Dow Jones Industrial Average (DJI) | 42,544 | 44,095 | 3.6% | | Hang Seng Index (HSI) | 20,060 | 24,072 | 20% | - US economic activity is slowing, with renewed inflationary pressures, while tariffs, policy uncertainty, immigration restrictions, and high interest rates collectively suppress employment, investment, and consumption [115][117] - China's economy performed exceptionally well, with rapid growth in high-end manufacturing (e.g., electric vehicles, industrial automation, digitalization) and supply chains [116][118] - The Group will continue to focus on investments in the Chinese and Hong Kong markets, and explore opportunities in the US market, while adopting a conservative investment approach [120][122] Future Plans for Material Investments or Capital Assets and Their Expected of Funding in Twelve Months As of June 30, 2025, and the approval date of this interim report, the company has no specific plans for material investments or capital assets - As of June 30, 2025, and the approval date of this interim report, the company has no specific plans for any material investments or capital assets [121][123] FINANCIAL REVIEW The Group maintains a sound financial position, with growth in both net current assets and net assets; the placement successfully raised funds primarily for listed securities investments and general working capital, with low contingent liability risk, no significant capital commitments, and insignificant foreign exchange risk - The Group's asset portfolio is primarily funded by internally generated cash resources [124][129] Liquidity and Capital Structure Key Data (As of June 30) | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | | :--- | :--- | :--- | | Net current assets | 154.2 | 153.7 | | Cash and bank balances | 5.9 | 11.4 | | Unaudited consolidated net asset value per share | HK$0.505 | HK$0.485 | | Gearing ratio | 0.5% | 0.5% | - The placement successfully raised a net amount of approximately HK$14.0 million, with HK$3.0 million allocated to listed securities investments, HK$3.5 million for general working capital, and the remaining HK$7.5 million expected to be utilized by December 31, 2025 [135][137][138] - The Group has no significant capital commitments, low contingent liability risk, and insignificant foreign exchange risk [140][141][142][145][146][147] SIGNIFICANT ACQUISITION AND DISPOSAL OF SUBSIDIARIES During the period, the company did not undertake any significant acquisitions or disposals of subsidiaries - During the period, the company did not undertake any significant acquisitions or disposals of subsidiaries [148][151] DIRECTORS' AND CHIEF EXECUTIVES' INTEREST AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY As of June 30, 2025, no directors or chief executives held disclosable interests or short positions in the company's shares, underlying shares, and debentures, except for Ms. Chung Fai Chun, who held 750,000 shares - As of June 30, 2025, Ms. Chung Fai Chun held 750,000 shares in the company [149][152] - Other than the above, no other directors or chief executives held disclosable interests or short positions [149][152] INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS DISCLOSEABLE UNDER THE SFO As of June 30, 2025, no person held substantial shareholder interests or short positions in the company's shares or underlying shares disclosable under the Securities and Futures Ordinance - As of June 30, 2025, no person held disclosable substantial shareholder interests or short positions [150][153] DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURES OF THE COMPANY During the period, neither the company nor its subsidiaries participated in any arrangements enabling directors to benefit from acquiring company shares or debt securities, nor did directors, their spouses, or minor children hold or exercise any such subscription rights - During the period, neither the company nor its subsidiaries participated in any arrangements enabling directors to benefit from acquiring shares or debt securities [154][159] - Directors, their spouses, or minor children did not hold or exercise any rights to subscribe for shares or debt securities of the company [154][159] DIRECTORS' SECURITIES TRANSACTIONS The company has adopted the Model Code as set out in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions, and all directors confirmed compliance with this code during the period - The company has adopted the Model Code as set out in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions [155][160] - All directors confirmed compliance with this code during the period [155][160] SHARE OPTION SCHEME (Reference) Detailed information on the company's share option scheme, adopted on April 30, 2013, and expired on April 30, 2023, is disclosed in Note 11 to the condensed consolidated financial statements - The share option scheme was adopted on April 30, 2013, and expired on April 30, 2023 [156][161] - Detailed information is disclosed in Note 11 to the condensed consolidated financial statements [156][161] PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SHARES During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities [157][162] CORPORATE GOVERNANCE The company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules during the period, except for Rule C.2.1 regarding the separation of roles between chairman and chief executive, and will periodically review and update its corporate governance practices - The company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules, except for Rule C.2.1 (separation of chairman and chief executive roles) [158][163][164][169] - The company has not appointed a chief executive since Mr. Ng Chi Kai's resignation on August 1, 2016 [164][169] - Significant Board decisions are made at meetings, with each director having the right to propose meetings and participate in decision-making [164][169] EMPLOYEE AND REMUNERATION POLICIES As of June 30, 2025, the Group had 6 employees (including directors), with remuneration based on performance, experience, and market standards, and benefits including medical insurance and MPF schemes; no significant changes to remuneration policies occurred during the period - As of June 30, 2025, the Group had 6 employees (including directors) [166][171] - Remuneration is based on performance, work experience, and market standards, with benefits including medical insurance and Mandatory Provident Fund schemes [166][171] - No significant changes to remuneration policies occurred during the period [166][171] AUDIT COMMITTEE The Audit Committee has reviewed the Group's accounting principles, risk management, internal controls, and financial reporting matters, including the unaudited interim accounts for the period, and is composed of all independent non-executive directors, with Mr. Yu Tat Chi as chairman - The Audit Committee has reviewed accounting principles, risk management, internal controls, and financial reporting matters, including the unaudited interim accounts for the period [167][172] - The committee comprises all independent non-executive directors: Mr. Yu Tat Chi (Chairman), Mr. Hung Cho Sing, and Ms. Chung Fai Chun [168][172] REMUNERATION COMMITTEE The Remuneration Committee, composed of all independent non-executive directors with Mr. Hung Cho Sing as chairman, is primarily responsible for determining the remuneration of executive directors and senior management, and advising the Board on non-executive directors' remuneration - The Remuneration Committee comprises all independent non-executive directors: Mr. Hung Cho Sing (Chairman), Ms. Chung Fai Chun, and Mr. Yu Tat Chi [173][176] - Its primary responsibilities include determining the remuneration of executive directors and senior management, and advising the Board on non-executive directors' remuneration [173][176] NOMINATION COMMITTEE The Nomination Committee, composed of all independent non-executive directors with Mr. Hung Cho Sing as chairman, is primarily responsible for reviewing the Board's structure, size, and composition, and recommending director appointments or re-appointments to ensure compliance with Listing Rules and safeguard shareholders' best interests - The Nomination Committee comprises all independent non-executive directors: Mr. Hung Cho Sing (Chairman), Ms. Chung Fai Chun, and Mr. Yu Tat Chi [174][177] - Its primary responsibilities include reviewing the Board's structure, size, and composition, and recommending director appointments or re-appointments [174][177] - It ensures the Board complies with Listing Rules, fulfills fiduciary duties, and acts in the best interests of shareholders [174][177] BOARD OF DIRECTORS (Composition) As of the report date, the Board of Directors consists of Ms. Shum Kit Lan Anita as Executive Director and Mr. Hung Cho Sing, Ms. Chung Fai Chun, and Mr. Yu Tat Chi as Independent Non-Executive Directors - Executive Director: SHUM Kit Lan Anita [175][178] - Independent Non-Executive Directors: HUNG Cho Sing, CHUNG Fai Chun, YU Tat Chi Michael [175][178] APPRECIATION The Board, on behalf of the company, extends gratitude to the management team, employees, and all shareholders for their contributions and continued support during the reporting period - The Board expresses gratitude for the contributions of the management team and employees [176][179] - Sincere thanks are extended to all shareholders for their continued support [176][179]