王氏国际(00099) - 2025 - 中期财报

Unaudited Interim Results This section presents the unaudited condensed consolidated interim financial statements, covering performance, financial position, equity, and cash flows Condensed Consolidated Interim Statement of Profit or Loss For the six months ended June 30, 2025, the Group's revenue increased by 6.35% year-on-year, operating loss significantly narrowed, but still recorded a loss after income tax, with basic loss per share of HK$0.33 | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,302,141 | 1,224,403 | 6.35% | | Operating Loss | (32,372) | (144,205) | -77.56% | | Loss Before Income Tax | (139,086) | (371,741) | -62.59% | | Loss After Income Tax | (158,430) | (388,916) | -59.26% | | Loss Attributable to Owners of the Company | (158,430) | (388,916) | -59.26% | | Basic Loss Per Share | (0.33) | (0.81) | -59.26% | Condensed Consolidated Interim Statement of Comprehensive Income Total comprehensive loss for the period significantly narrowed, primarily due to reduced loss for the period and a shift from exchange loss to gain | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Period | (158,430) | (388,916) | -59.26% | | Exchange Differences on Translation | 79,545 | (59,230) | 234.30% | | Other Comprehensive Income / (Loss) for the Period, Net of Tax | 46,577 | (59,392) | 178.42% | | Total Comprehensive Loss Attributable to Owners of the Company for the Period | (111,853) | (448,308) | -75.04% | Condensed Consolidated Interim Statement of Financial Position As of June 30, 2025, the Group's total assets and total equity both decreased, with reductions in investment properties and interests in joint ventures within non-current assets, while cash and cash equivalents in current assets increased | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 5,945,157 | 6,158,836 | -3.47% | | Non-current Assets | 3,264,761 | 3,460,829 | -5.67% | | Investment Properties | 1,366,723 | 1,473,317 | -7.24% | | Interests in Joint Ventures | 1,493,969 | 1,591,570 | -6.13% | | Current Assets | 2,680,396 | 2,698,007 | -0.65% | | Cash and Cash Equivalents | 883,592 | 719,846 | 22.75% | | Total Equity | 3,391,194 | 3,517,402 | -3.60% | | Total Liabilities | 2,553,963 | 2,641,434 | -3.29% | Condensed Consolidated Interim Statement of Changes in Equity For the six months ended June 30, 2025, total equity attributable to owners of the Company decreased due to loss for the period and changes in other comprehensive income, but exchange differences in other reserves showed a positive movement | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Equity at Beginning of Period (January 1) | 3,517,402 | 4,474,267 | -21.40% | | Loss for the Period | (158,430) | (388,916) | -59.26% | | Exchange Differences on Translation | 79,545 | (59,230) | 234.30% | | Total Other Comprehensive Income | 46,577 | (59,392) | 178.42% | | Total Comprehensive Loss | (111,853) | (448,308) | -75.04% | | Dividends Paid | (14,355) | (14,355) | 0.00% | | Total Equity at End of Period (June 30) | 3,391,194 | 4,011,604 | -15.30% | Condensed Consolidated Interim Statement of Cash Flows For the six months ended June 30, 2025, the Group's net cash from operating activities decreased, but cash flow from investing activities shifted from net outflow to net inflow, and net cash used in financing activities significantly reduced, leading to a net increase in cash and cash equivalents | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 116,306 | 153,378 | -24.17% | | Net Cash Generated from / (Used in) Investing Activities | 113,297 | (395,711) | 128.63% | | Net Cash Used in Financing Activities | (105,657) | (270,968) | -61.01% | | Net Increase / (Decrease) in Cash and Cash Equivalents | 123,946 | (513,301) | 124.15% | | Cash and Cash Equivalents at End of Period | 883,592 | 423,116 | 108.83% | Notes to the Condensed Consolidated Interim Financial Information This section provides notes to the interim financial information, covering general data, accounting policies, financial risk management, and segment reporting 1 General Information Wong's International Holdings Limited and its subsidiaries are primarily engaged in the development, manufacturing, marketing, and distribution of electronic products, as well as property holding businesses - The Group's principal businesses include Electronic Manufacturing Services (EMS) and property holding[11] 2 Basis of Preparation This interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and should be read in conjunction with the annual financial statements - This interim financial information is unaudited and prepared in accordance with Hong Kong Accounting Standard 34[12][13] 3 Principal Accounting Policies This interim financial information is prepared under the historical cost convention, with fair value adjustments for derivative financial instruments, financial assets at fair value through other comprehensive income, and investment properties. The Group has adopted revised HKAS 21 and HKFRS 1, and new standard HKFRS 18 is expected to impact the presentation of the consolidated statement of profit or loss - This interim financial information is prepared under the historical cost convention, with fair value adjustments for specific financial instruments and investment properties[14] - The Group has adopted revised HKAS 21 and HKFRS 1, with no significant impact expected on current or future periods[15] - HKFRS 18 will introduce new presentation requirements for the consolidated statement of comprehensive income, categorizing income and expenses into operating, investing, financing, income tax, and discontinued operations, which is expected to impact financial statement presentation[18] 4 Estimates The preparation of interim financial statements involves management's judgments, estimates, and assumptions, which are consistent with those used for the consolidated financial statements for the year ended December 31, 2024 - Significant judgments and estimates made by management in preparing the interim financial statements are consistent with those used for the annual financial statements[20] 5 Financial Risk Management and Financial Instruments The Group is exposed to market risks (currency and interest rate), credit risk, and liquidity risk, and uses interest rate swap contracts to hedge against some floating-rate borrowing risks. Fair value measurements are categorized into three levels, with investment properties primarily valued using Level 3 unobservable inputs - The Group's operations are exposed to market risks (currency and cash flow interest rate risks), credit risk, and liquidity risk[21] - The Group has entered into interest rate swap contracts to hedge against the risk of increased interest on certain floating-rate borrowings[22] Financial Assets and Liabilities Measured at Fair Value (HK$ Thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Financial Assets at Fair Value Through Other Comprehensive Income | 62,541 | 71,216 | | Of which: Level 1 | 45,531 | 53,874 | | Of which: Level 3 | 17,010 | 17,342 | | Liabilities | | | | Derivative Financial Instruments | 17,708 | 13,528 | | Of which: Level 2 | 17,708 | 13,528 | - Level 3 fair value measurements primarily involve unlisted private investment funds and physical investments, with valuation parameters including recent transaction prices of underlying assets, discount rates, and sales growth rates[30] 6 Segment Information The Group operates in two segments: Electronic Manufacturing Services (EMS) and Property Holding. The EMS segment saw growth in both revenue and segment results, while the Property Holding segment's revenue remained stable but still recorded a loss. The Group's revenue primarily comes from Asia (excluding Hong Kong) and European markets - The Group's primary operating segments are Electronic Manufacturing Services (EMS) and property holding[32] Segment Results Overview (For the six months ended June 30, HK$ Thousand) | Metric | EMS Segment (2025) | Property Holding Segment (2025) | Total (2025) | EMS Segment (2024) | Property Holding Segment (2024) | Total (2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | External Revenue | 1,271,379 | 30,762 | 1,302,141 | 1,193,142 | 31,261 | 1,224,403 | | Segment Results | 81,769 | (179,677) | (97,908) | 64,347 | (409,914) | (345,567) | | Share of Loss of Joint Ventures | – | (83,322) | (83,322) | – | (200,847) | (200,847) | | Fair Value Change of Investment Properties | – | (107,196) | (107,196) | – | (210,927) | (210,927) | Revenue Analysis by Geographical Market (For the six months ended June 30, HK$ Thousand) | Region | 2025 | 2024 | | :--- | :--- | :--- | | North America | 208,972 | 157,169 | | Asia (excluding Hong Kong) | 699,471 | 775,133 | | Europe | 307,457 | 198,497 | | Hong Kong | 86,241 | 93,604 | | Total | 1,302,141 | 1,224,403 | - For the six months ended June 30, 2025, approximately HK$628.39 million and HK$152.19 million in revenue were derived from two major external customers, both attributable to the EMS segment[39] 7 Profit Before Income Tax For the six months ended June 30, 2025, the Group's total depreciation and other operating expenses both decreased | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Depreciation | 21,064 | 26,229 | | Other Operating Expenses | 68,702 | 67,718 | | Total | 89,766 | 93,947 | 8 Other (Losses) / Gains – Net For the six months ended June 30, 2025, the Group recorded other net losses, primarily due to increased exchange losses | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Gain on Disposal of Property, Plant and Equipment | 650 | 1,288 | | Exchange (Losses) / Gains – Net | (8,444) | 9,689 | | Total | (7,794) | 10,977 | 9 Net Finance Costs For the six months ended June 30, 2025, the Group's finance income increased, while finance costs slightly decreased, resulting in a reduction in net finance costs | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest Income | 12,336 | 10,696 | | Interest Expense on Bank Borrowings | (34,753) | (36,936) | | Interest Expense on Lease Liabilities | (976) | (449) | | Total Finance Costs | (35,729) | (37,385) | | Net Finance Costs | (23,393) | (26,689) | 10 Income Tax Expense For the six months ended June 30, 2025, the Group's income tax expense increased, mainly due to higher overseas taxation, despite Hong Kong Profits Tax shifting from an expense to a gain - Hong Kong Profits Tax rate is 16.5%, Mainland China subsidiaries' corporate income tax rate is 25%, and Wong's High-Tech (Suzhou) Co., Ltd. is 15%[44] | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Hong Kong Profits Tax | (290) | 3,498 | | Overseas Taxation | 20,688 | 13,010 | | Withholding Tax on Dividends Paid | 8,072 | 8,611 | | Deferred Income Tax | (9,126) | (7,944) | | Income Tax Expense | 19,344 | 17,175 | 11 Dividends The Board has resolved to declare an interim dividend of HK$0.0275 per share, consistent with the same period last year, totaling HK$13,158,000 - The Board has resolved to declare an interim dividend of HK$0.0275 per share, totaling HK$13,158,000, consistent with the same period last year[47] 12 Loss Per Share For the six months ended June 30, 2025, basic loss per share was HK$0.33, a significant reduction from HK$0.81 in the same period last year, with no potential dilutive ordinary shares in either period | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company (HK$ Thousand) | (158,430) | (388,916) | | Weighted Average Number of Ordinary Shares in Issue (Thousand Shares) | 478,484 | 478,484 | | Basic Loss Per Share (HK$) | (0.33) | (0.81) | - There were no potential dilutive ordinary shares outstanding in either period, resulting in no diluted loss per share[51] 13 Capital Expenditure For the six months ended June 30, 2025, additions to property, plant and equipment decreased, investment properties recorded a fair value loss, and were primarily valued using Level 3 unobservable inputs Changes in Property, Plant and Equipment and Investment Properties (HK$ Thousand) | Metric | Property, Plant and Equipment (2025) | Investment Properties (2025) | Property, Plant and Equipment (2024) | Investment Properties (2024) | | :--- | :--- | :--- | :--- | :--- | | Net Book Value at Beginning of Period (January 1) | 190,494 | 1,473,317 | 211,689 | 1,946,822 | | Additions | 4,501 | – | 10,347 | – | | Fair Value Loss | – | (107,196) | – | (210,927) | | Depreciation | (13,589) | – | (17,778) | – | | Net Book Value at End of Period (June 30) | 181,182 | 1,366,723 | 196,159 | 1,735,269 | - Investment properties are primarily measured at fair value using Level 3 unobservable inputs, valued by independent professional valuers using the direct comparison approach[54][56] - As of June 30, 2025, certain bank borrowings were secured by property, plant and equipment, right-of-use assets, investment properties, and completed property inventories, with a carrying value of approximately HK$1,556.297 million[58] 14 Interests in Joint Ventures As of June 30, 2025, the Group's interests in joint ventures decreased, mainly due to its share of losses from joint ventures, which included fair value losses on investment properties | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Share of Net Assets | 521,374 | 604,695 | | Loans to Joint Ventures | 972,595 | 986,875 | | Total | 1,493,969 | 1,591,570 | - Share of loss of joint ventures includes share of fair value loss on investment properties (net of deferred income tax) of approximately HK$97.775 million[60] - Loans to joint ventures are unsecured, interest-free, and not repayable within the next twelve months[61] 15 Trade Receivables As of June 30, 2025, the Group's total trade receivables decreased, but impairment allowance slightly increased. Credit periods primarily range from 30 to 120 days | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Receivables | 788,907 | 865,545 | | Less: Impairment Allowance | (460) | (438) | | Net | 788,447 | 865,107 | - The Group grants credit periods to trade customers primarily ranging from 30 to 120 days, without charging interest[63] | Aging | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 60 Days | 530,242 | 506,851 | | 61 to 90 Days | 127,918 | 180,405 | | Over 90 Days | 130,747 | 178,289 | 16 Trade Payables As of June 30, 2025, the Group's total trade payables slightly decreased, with a reduction in payables aged 0 to 60 days | Aging | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 60 Days | 313,930 | 376,770 | | 61 to 90 Days | 49,587 | 47,815 | | Over 90 Days | 177,587 | 123,436 | | Total | 541,104 | 548,021 | 17 Borrowings As of June 30, 2025, the Group's total borrowings decreased, with non-current borrowings reducing and current borrowings increasing. Some short-term and long-term bank borrowings are secured by assets such as property, plant and equipment, and investment properties | Borrowing Type | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trust Receipt Bank Borrowings, Unsecured | 283,445 | 223,390 | | Short-term Bank Borrowings, Unsecured | 295,000 | 299,000 | | Short-term Bank Borrowings, Secured | 115,700 | 115,700 | | Portion of Long-term Bank Borrowings Repayable within One Year, Secured | 97,609 | 104,408 | | Portion of Long-term Bank Borrowings Repayable after One Year, Secured | 741,026 | 876,430 | | Total Borrowings | 1,532,780 | 1,618,928 | | Non-current | 741,026 | 876,430 | | Current | 791,754 | 742,498 | - Approximately HK$954.334 million of short-term and long-term bank borrowings are secured by property, plant and equipment, right-of-use assets, investment properties, completed property inventories, restricted cash, and corporate guarantees[66][68] 18 Share Capital As of June 30, 2025, the Company's authorised and issued and fully paid share capital remained unchanged | Share Capital Type | Number of Shares | Amount (HK$ Thousand) | | :--- | :--- | :--- | | Authorised Share Capital (Ordinary Shares of HK$0.10 each) | 700,000,000 | 70,000 | | Issued and Fully Paid Share Capital (Ordinary Shares of HK$0.10 each) | 478,483,794 | 47,848 | 19 Commitments As of June 30, 2025, the Group's capital commitments for property, plant and equipment slightly increased, while total future minimum lease receipts under operating leases decreased | Commitment Type | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Capital Commitments for Property, Plant and Equipment (Contracted but not Provided For) | 8,572 | 7,713 | | Total Future Minimum Lease Receipts under Operating Leases (Within One Year) | 50,547 | 51,125 | | Total Future Minimum Lease Receipts under Operating Leases (Second to Fifth Year) | 44,650 | 72,029 | | Total Future Minimum Lease Receipts under Operating Leases | 95,197 | 123,154 | - Operating lease income refers to rent receivable by the Group for leasing its investment properties, with leases and rents negotiated and determined for an average term of 3 years[69] 20 Related Party Transactions Mr. Wong Chung Mat is the Company's largest shareholder. For the six months ended June 30, 2025, total key management personnel remuneration decreased - The Company's largest shareholder is Mr. Wong Chung Mat[70] - Loans to joint ventures are disclosed in Note 14 to the Condensed Consolidated Interim Financial Information[71] | Key Management Personnel Remuneration | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Salaries and Allowances | 7,769 | 8,252 | | Bonuses | 4,269 | 4,902 | | Pension Costs | 21 | 36 | | Total | 12,059 | 13,190 | Other Information This section covers additional information, including interim dividends, business review, corporate governance, and shareholder interests Interim Dividends The Board has resolved to declare an interim dividend of HK$0.0275 per share, payable on September 26, 2025, to shareholders on the register of members as of September 12, 2025 - The Board has resolved to declare an interim dividend of HK$0.0275 per share, totaling HK$13,158,000, consistent with the same period last year[73] Closure of Register of Members and Record Date The Company will close its register of members from September 10 to September 12, 2025, to determine eligible shareholders for the interim dividend - The register of members will be closed from September 10 to September 12, 2025, with the record date set for September 12, 2025[74] Business Review The Group's loss for the six months ended June 30, 2025, significantly narrowed, primarily due to increased profit in the EMS segment, reduced loss in the property holding segment, and decreased net finance costs. However, increased exchange difference losses and higher income tax expense partially offset these improvements. The Group maintains sufficient liquidity and will continue to invest in its EMS business while closely monitoring the impact of US tariff policy on its outlook - Loss attributable to owners of the Company was HK$158.4 million, a significant reduction from HK$388.9 million in the same period last year[75] - Excluding the impact of changes in investment properties and completed property inventories, underlying profit attributable to owners of the Company was HK$56.4 million, compared to HK$54.3 million in the same period last year[75] - EMS segment revenue was HK$1,271.4 million, a 6.56% year-on-year increase; segment profit was HK$81.8 million, a 27.1% year-on-year increase, primarily due to increased sales to external customers and improved cost efficiency[77] - Property holding segment revenue was HK$30.8 million, stable year-on-year; segment loss was HK$179.7 million, a significant reduction from HK$409.9 million in the same period last year[78] - As of June 30, 2025, the Group's total banking facilities were HK$2,806.2 million, total bank borrowings were HK$1,532.8 million, and cash and cash equivalents, short-term bank deposits, and restricted cash totaled HK$1,427.1 million[79] - The Group's net debt-to-equity ratio decreased to 0.03 from 0.08 in December 2024[79] - The Group does not use foreign exchange hedging products but will closely monitor currency risks from RMB fluctuations[80] - Looking ahead to the second half of 2025, US tariff policy remains a major disruptive force, with EMS business revenue expected to be slightly lower than the first half[83] - The Group will continue to enhance its dual production bases in Mainland China and Vietnam, expand production capacity, and broaden its customer base in areas such as industrial electronics and new energy[84] Awards and Recognition The Company and its wholly-owned subsidiary, Wong's Electronics Company Limited, have been awarded the "Caring Company" logo by The Hong Kong Council of Social Service for thirteen consecutive years, recognizing their active community involvement and good corporate citizenship - The Company and its wholly-owned subsidiary, Wong's Electronics Company Limited, have been awarded the 'Caring Company' logo for thirteen consecutive years[85] Directors' and Chief Executive's Interests As of June 30, 2025, Mr. Wong Chung Mat was the Company's largest shareholder, holding 28.60% of the shares, with other directors also holding minor stakes Directors' Long Positions in the Company's Shares | Name of Director | Capacity | Number of Ordinary Shares | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Wong Chung Mat | Beneficial Owner and Interest in Controlled Corporation | 136,828,569 | 28.60% | | Wong Yin Man | Beneficial Owner | 1,000,000 | 0.21% | | Chan Tze Wah | Beneficial Owner | 1,837,500 | 0.38% | | Yeung Sun Sai | Beneficial Owner | 500,000 | 0.10% | - Mr. Wong Chung Mat's interests include 1,000,000 shares held personally and 135,828,569 shares held through Salop Hong Kong Limited, which he wholly owns and controls[88][89] Major Shareholders' Interests As of June 30, 2025, in addition to the directors, Salop Hong Kong Limited, Cantrust (Far East) Limited, Mr. Wong Chung Nga and his spouse Ms. Luk Kit Ching, Mr. Wong Chung Chin and his spouse Ms. Wu Sin Ming, among others, were major shareholders of the Company Major Shareholders' Long Positions in the Company's Shares | Name of Major Shareholder | Capacity | Number of Ordinary Shares | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Salop Hong Kong Limited | Beneficial Owner | 135,828,569 | 28.39% | | Cantrust (Far East) Limited | Trustee | 126,298,413 | 26.40% | | Wong Chung Nga | Beneficial Owner, Spouse's Interest and Founder of Discretionary Trust | 90,308,532 | 18.87% | | Luk Kit Ching | Beneficial Owner and Spouse's Interest | 90,308,532 | 18.87% | | Kong King International Limited | Beneficial Owner | 88,073,532 | 18.41% | | WLJ Holding Limited | Interest in Controlled Corporation | 88,073,532 | 18.41% | | Wong Chung Chin | Beneficial Owner and Jointly Held Interest | 78,526,001 | 16.41% | | Wu Sin Ming | Jointly Held Interest and Spouse's Interest | 78,526,001 | 16.41% | | Wong Chung Yan | Founder of Discretionary Trust | 38,224,881 | 7.99% | | New Chung Yan Limited | Interest in Controlled Corporation | 38,224,881 | 7.99% | | Wong Chung Chiu | Founder of Discretionary Trust | 31,379,167 | 6.56% | | Sycamore Assets Limited | Beneficial Owner | 31,379,167 | 6.56% | | HSBC International Trustee Limited | Trustee | 31,379,167 | 6.56% | Share Options The Company adopted a share option scheme in 2020, but as of June 30, 2025, no share options had been granted under the scheme - The Company adopted a share option scheme on June 26, 2020, but as of June 30, 2025, no share options were granted[94] - As of June 30, 2025, the number of share options authorized for grant under the scheme was 47,848,379 units[94] 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 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period[95] Corporate Governance Code The Company has complied with the Corporate Governance Code of the Stock Exchange, but there are deviations such as the combined roles of Chairman and Chief Executive Officer, non-acceptance of anonymous complaints, and the Remuneration Committee's terms of reference not covering share scheme matters - The Company complies with the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules, with certain deviations[97] - Code Provision C.2.1: The roles of Chairman and Chief Executive Officer are combined and held by Mr. Wong Chung Mat, whom the Company believes possesses the necessary experience and leadership, with effective checks and balances provided by the Board and Independent Non-executive Directors[97][98] - Code Provision D.2.3: The Company's current whistleblowing policy does not accept anonymous complaints due to follow-up difficulties and potential burden on management resources, but it commits to strict confidentiality for all reports[97] - Code Provision E.1.2(i): The Remuneration Committee's terms of reference do not include reviewing and/or approving share scheme matters, as the Board as a whole is considered more effective in fulfilling this oversight responsibility[99] Compliance with the Model Code for Securities Transactions by Directors of Listed Issuers Following inquiries with all directors, all directors have confirmed compliance with the required standards of the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules for the six months ended June 30, 2025 - All Directors have confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the period[100] Update on Directors' Information Pursuant to Rule 13.51B(1) of the Listing Rules Ms. Wong Yin Man, an Executive Director of the Company, ceased to be a member of the Enterprise Support Scheme Assessment Panel under the Innovation and Technology Fund after her term expired on June 30, 2025 - Executive Director Ms. Wong Yin Man has ceased to be a member of the Enterprise Support Scheme Assessment Panel under the Innovation and Technology Fund[101] Audit Committee The Audit Committee, comprising three Independent Non-executive Directors, has reviewed the Group's accounting principles, internal controls, and financial reporting matters, including the interim financial information - The Audit Committee has reviewed the Group's accounting principles, internal controls, and financial reporting matters, and reviewed the interim financial information[102] Board of Directors The Board of Directors includes Executive Directors Mr. Wong Chung Mat (Chairman and Chief Executive Officer), Ms. Wong Yin Man, Dr. Chan Tze Wah, Mr. Hung Wing Shun, Mr. Chan Wai Ming, and Independent Non-executive Directors Dr. Lee Ka Cheung, Dr. Yeung Sun Sai, Mr. Yip Tin Yeung, and Mr. Law Wai Ho - The Board of Directors comprises five Executive Directors and four Independent Non-executive Directors[102]