中国铝罐(06898) - 2025 - 中期财报

Company Information This section provides an overview of the company's governance structure, including its board and committees, along with its registration and key operational locations Board of Directors and Committees The Board of Directors, including executive and independent non-executive members, operates with audit, remuneration, nomination, and risk management committees to ensure sound corporate governance - The Board of Directors includes two executive directors and three independent non-executive directors, with Mr. Lian Yunzeng serving as Chairman[5] - The company has established audit, remuneration, nomination, and risk management committees to enhance corporate governance[5] Registration and Business Locations The company's registered office is in the Cayman Islands, with its PRC operational headquarters in Zhongshan, Guangdong, and its principal place of business in Hong Kong located in Sheung Wan - The registered office is in the Cayman Islands, the China operational headquarters is in Zhongshan, Guangdong, and the principal Hong Kong business location is in Sheung Wan[5] - Ernst & Young is the auditor, with primary banking relationships including Industrial and Commercial Bank of China, Bank of China, and Bangkok Bank (China) Co Ltd[6] - The company's stock code is 6898, and its official website is www.euroasia-p.com[6](index=6&type=chunk) Business Review This section reviews the group's principal business activities, revenue performance, operating environment, and strategic outlook Principal Business and Revenue Performance The Group primarily manufactures and sells monobloc aluminum aerosol cans for personal care and pharmaceutical products, with revenue declining 1.7% due to domestic overcapacity and US-China tariffs - The Group's core business is manufacturing and selling monobloc aluminum aerosol cans, used for personal care and pharmaceutical product packaging[8] Aluminum Aerosol Can Sales Revenue Comparison | Indicator | Six Months Ended June 30, 2025 (million HKD) | Six Months Ended June 30, 2024 (million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Sales Revenue | 117.6 | 119.7 | -1.7% | - The revenue decline is primarily attributed to intensified market competition from domestic industry overcapacity and a continuous decrease in overseas sales revenue due to the US-China tariff war[8] Operating Environment and Strategic Outlook The global economy faces geopolitical risks, commodity price volatility, and supply chain adjustments, while the domestic market contends with slow consumer confidence recovery and industry overcapacity - The global economy faces complex challenges including geopolitical risks, commodity price volatility, and supply chain adjustments[9] - The domestic market presents structural challenges such as slow consumer confidence recovery, overcapacity in some industries, and rising environmental compliance costs[9] - The Group's strategy includes strengthening its R&D system, deepening cooperation with key customers, optimizing production layout, accelerating production line upgrades, and actively participating in industry standard setting to achieve high-quality long-term development[10] Management Discussion and Analysis This section provides a detailed financial review, liquidity and capital structure analysis, risk management strategies, and updates on employee and investment activities Financial Review The Group experienced year-on-year declines in revenue, gross profit, and net profit for the six months ended June 30, 2025, primarily due to increased market competition and lower product selling prices Key Financial Indicators Comparison (Six Months Ended June 30) | Indicator | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 117.6 | 119.7 | -2.1 | -1.7% | | Cost of Sales | 87.5 | 84.2 | +3.3 | +3.9% | | Gross Profit | 30.1 | 35.4 | -5.3 | -15.0% | | Other Income and Gains | 5.2 | 4.5 | +0.7 | +16.0% | | Selling and Distribution Expenses | 1.7 | 2.1 | -0.4 | -19.6% | | Administrative Expenses | 9.8 | 11.4 | -1.6 | -14.6% | | Net Profit | 14.2 | 16.5 | -2.3 | -13.7% | Gross Profit Margin and Net Profit Margin Comparison (Six Months Ended June 30) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Gross Profit Margin | 25.6% | 30.0% | -4.4 percentage points | | Net Profit Margin | 12.1% | 13.8% | -1.7 percentage points | - The decrease in net profit is mainly due to intensified domestic market competition leading to lower product selling prices, alongside strict cost control measures to reduce general overheads[19] Revenue and Customer Composition The Group's revenue for the six months ended June 30, 2025, was 117.6 million HKD, a 1.7% decrease, with 61.8 million aluminum aerosol cans sold, and China contributing approximately 90% of total revenue Revenue and Sales Volume Comparison | Indicator | 2025 (Six Months Ended June 30) | 2024 (Six Months Ended June 30) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue (million HKD) | 117.6 | 119.7 | -1.7% | | Sales Volume (million cans) | 61.8 | 68.6 | -9.9% | - The China market contributes approximately 90% of the Group's total revenue, while overseas customer sales decreased by approximately 16.8% year-on-year, primarily impacted by the US-China tariff war[12] Cost and Profit Analysis Cost of sales increased by 3.9% to 87.5 million HKD, representing 74.4% of revenue, primarily due to lower product selling prices, while gross profit decreased by 15% to 30.1 million HKD Cost and Profit Margin Changes | Indicator | 2025 (Six Months Ended June 30) | 2024 (Six Months Ended June 30) | Change Rate | | :--- | :--- | :--- | :--- | | Cost of Sales (million HKD) | 87.5 | 84.2 | +3.9% | | Cost of Sales as % of Revenue | 74.4% | 70.4% | +4.0 percentage points | | Gross Profit (million HKD) | 30.1 | 35.4 | -15.0% | | Gross Profit Margin | 25.6% | 30.0% | -4.4 percentage points | | Other Income and Gains (million HKD) | 5.2 | 4.5 | +16.0% | | Selling and Distribution Expenses (million HKD) | 1.7 | 2.1 | -19.6% | | Administrative Expenses (million HKD) | 9.8 | 11.4 | -14.6% | | Finance Costs (thousand HKD) | 6 | 9 | -33.3% | - The increase in cost of sales is mainly due to intensified market competition from domestic industry overcapacity, leading to lower product selling prices[13] - The increase in other income and gains is primarily due to the net effect of increased investment income[15] Liquidity and Capital Structure The Group maintains sufficient cash and cash equivalents, with liquid assets increasing to 133.7 million HKD and cash doubling to 61.2 million HKD as of June 30, 2025, while the gearing ratio decreased to -21% - The Group adopts treasury policies to effectively control treasury operations and reduce borrowing costs, aiming to maintain sufficient cash and cash equivalents[20] Liquidity Indicators Comparison | Indicator | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Current Assets | 133.7 | 109.4 | +22.2% | | Cash and Cash Equivalents | 61.2 | 30.6 | +100.0% | | Current Ratio | 5.3 | 5.4 | -1.9% | | Gearing Ratio | -21% | -9% | -12 percentage points | - As of June 30, 2025, the Group had available standby bank facilities of approximately 138.3 million HKD, higher than 125.6 million HKD as of December 31, 2024[22] - As of June 30, 2025, the total number of issued shares of the Company was 956,675,000 shares, consistent with December 31, 2024[24] Risk Management and Hedging Strategies The Group faces foreign exchange risk from currency mismatch between USD-denominated revenue and RMB-denominated production costs but did not enter into foreign currency forward contracts during the reporting period, nor did it engage in forward purchases of aluminum ingots due to price volatility - Approximately 10% of the Group's revenue is denominated in USD, while over 95% of its production costs are settled in RMB, creating foreign exchange risk due to currency mismatch[25] - For the six months ended June 30, 2025, the Group did not enter into any foreign currency forward contracts, nor did it have any outstanding foreign currency forward contracts[26] - Due to increased volatility in the commodity aluminum ingot market prices over the past six months, the Group did not engage in forward purchases of aluminum ingots during the reporting period[27][28] Employees and Investment Activities As of June 30, 2025, the Group's employee count increased to 277, with staff costs remaining at 15.6 million HKD, and no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the period Employee Count and Cost Comparison | Indicator | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees | 277 | 269 | +8 | | Staff Costs (million HKD) | 15.6 | 15.6 | 0 | - The Group had no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the reporting period[30][31] Use of Proceeds and Capital Commitments The expected timeline for utilizing the remaining net proceeds of 8.7 million HKD for a new R&D laboratory has been extended to December 31, 2026, due to design adjustments for new material research, while capital commitments for plant and machinery decreased Use of Proceeds from Prospectus | Business Objective | Actual Net Proceeds (million HKD) | Amount Utilized as of Dec 31, 2024 (million HKD) | Amount Utilized as of June 30, 2025 (million HKD) | Unutilized Balance as of June 30, 2025 (million HKD) | Expected Timeline for Unutilized Net Proceeds | | :--- | :--- | :--- | :--- | :--- | :--- | | Establishment of a new R&D laboratory | 8.7 | — | — | 8.7 | Before December 31, 2026 | - The R&D laboratory construction is delayed until December 31, 2026, as the original design needed to incorporate new material research requirements, and technical verification and plan adjustments took longer than expected[34] Capital Commitments Comparison | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | Change | | :--- | :--- | :--- | :--- | | Plant and Machinery | 0.3 | 0.55 | -0.25 | Post-Reporting Period Events and Convertible Notes Subsequent to the reporting period, the company repurchased 37,628,000 shares for approximately 29.9 million HKD in July 2025, and amended convertible note terms with Mr. Lian Yunzeng, extending the maturity date to May 20, 2030, at an unchanged conversion price of 0.55 HKD per share July 2025 Share Repurchase Details | Year/Month | Number of Shares Repurchased | Highest Price Paid Per Share (HKD) | Lowest Price Paid Per Share (HKD) | Total Price Paid (HKD) | | :--- | :--- | :--- | :--- | :--- | | July 2025 | 37,628,000 | 0.87 | 0.72 | 29,897,460 | - The Board believes the share repurchase will benefit the company and create value for all shareholders, as the current trading price does not fully reflect the company's intrinsic value and business prospects[40] - The Company and Mr. Lian Yunzeng amended the convertible note terms, extending the maturity date by five years from May 20, 2025, to May 20, 2030, with the conversion price remaining at 0.55 HKD per share[43] Dilutive Impact Upon Full Conversion of Convertible Notes | Major Shareholder | Number of Shares as of June 30, 2025 | Approximate Percentage of Issued Shares | Number of Shares Upon Full Conversion of Convertible Notes | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Mr. Lian Yunzeng | 392,546,000 | 41.03% | 646,774,072 | 53.41% | | Wellmass International Limited | 268,000,000 | 28.01% | 268,000,000 | 22.13% | - For the six months ended June 30, 2025, basic earnings per share were 1.5 HK cents, and diluted earnings per share were 1.2 HK cents[46] Review Report on Interim Condensed Consolidated Financial Statements Ernst & Young reviewed China Aluminum Cans Holdings Limited's interim condensed consolidated financial information for the six months ended June 30, 2025, concluding no material matters were found inconsistent with International Accounting Standard 34 - Ernst & Young reviewed the interim financial information, performed in accordance with Hong Kong Standard on Review Engagements 2410[49][50] - The review concluded that no matters were found indicating the interim financial information was not prepared, in all material respects, in accordance with International Accounting Standard 34[51] Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group reported revenue of 117,617 thousand HKD and a profit for the period of 14,209 thousand HKD, representing a 13.7% year-on-year decrease, with basic earnings per share of 1.5 HK cents Summary of Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 117,617 | 119,659 | -1.7% | | Gross Profit | 30,129 | 35,431 | -15.0% | | Profit Before Tax | 18,692 | 21,255 | -12.1% | | Profit for the Period | 14,209 | 16,473 | -13.7% | | Profit Attributable to Owners of the Parent | 13,956 | 16,189 | -13.8% | | Total Comprehensive Income for the Period | 17,517 | 12,664 | +38.3% | | Basic Earnings Per Share | 1.5 HK cents | 1.7 HK cents | -11.8% | | Diluted Earnings Per Share | 1.2 HK cents | 1.3 HK cents | -7.7% | - Total comprehensive income for the period significantly increased by 38.3%, primarily due to a favorable shift from a loss to a gain in exchange differences arising from the translation of foreign operations[53] Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets less current liabilities were 276,177 thousand HKD, with net assets of 271,147 thousand HKD, reflecting an increase in total current assets and a significant rise in cash and cash equivalents Summary of Interim Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 167,631 | 173,580 | -3.4% | | Total Current Assets | 133,748 | 109,441 | +22.2% | | Total Current Liabilities | 25,202 | 20,348 | +23.8% | | Net Current Assets | 108,546 | 89,093 | +21.8% | | Total Assets Less Current Liabilities | 276,177 | 262,673 | +5.1% | | Total Non-Current Liabilities | 5,030 | 5,721 | -12.0% | | Net Assets | 271,147 | 256,952 | +5.5% | | Share Capital | 9,567 | 9,567 | 0% | | Reserves | 118,339 | 103,798 | +14.0% | | Total Equity | 271,147 | 256,952 | +5.5% | - Cash and cash equivalents nearly doubled from 30,621 thousand HKD as of December 31, 2024, to 61,208 thousand HKD as of June 30, 2025[55] - Trade and bills receivables increased by approximately 59.7% from 27,260 thousand HKD as of December 31, 2024, to 43,532 thousand HKD as of June 30, 2025[55] Interim Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the Group's total equity increased from 256,952 thousand HKD to 271,147 thousand HKD, primarily driven by profit for the period and an increase in exchange fluctuation reserve, with dividends paid totaling 3,322 thousand HKD Summary of Interim Condensed Consolidated Statement of Changes in Equity | Indicator | December 31, 2024 (thousand HKD) | Profit for the Period (thousand HKD) | Total Comprehensive Income for the Period (thousand HKD) | Dividends Paid (thousand HKD) | June 30, 2025 (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Attributable to Owners of the Parent | 253,191 | 13,956 | 17,987 | (2,678) | 267,732 | | Non-Controlling Interests | 3,761 | 253 | 310 | (644) | 3,415 | | Total Equity | 256,952 | 14,209 | 18,297 | (3,322) | 271,147 | - The exchange fluctuation reserve improved from (29,230) thousand HKD as of December 31, 2024, to (25,250) thousand HKD as of June 30, 2025, reflecting a positive impact from exchange rate movements on equity[58] Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group reported net cash inflow from operating activities of 10,084 thousand HKD, net cash inflow from investing activities of 20,531 thousand HKD, and net cash outflow from financing activities of 801 thousand HKD, with cash and cash equivalents increasing to 61,208 thousand HKD at period-end Summary of Interim Condensed Consolidated Statement of Cash Flows | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Net Cash Inflow from Operating Activities | 10,084 | 25,534 | -60.5% | | Net Cash Inflow from Investing Activities | 20,531 | 23,673 | -13.3% | | Net Cash Outflow from Financing Activities | (801) | (65,975) | +98.8% | | Net Increase in Cash and Cash Equivalents | 29,814 | (16,768) | Turnaround to inflow | | Cash and Cash Equivalents at End of Period | 61,208 | 23,729 | +157.1% | - Net cash inflow from operating activities significantly decreased by 60.5% year-on-year, primarily due to an increase in trade and bills receivables[59] - Net cash outflow from financing activities significantly reduced, mainly because there were share repurchase activities in 2024 but none in 2025[61] Notes to the Interim Condensed Consolidated Financial Information This section details the basis of preparation, changes in accounting policies, revenue and profit components, income tax, dividends, earnings per share, property, plant and equipment, trade receivables and payables, commitments, related party transactions, share capital, convertible notes, and post-reporting period events Basis of Preparation and Changes in Accounting Policies The interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 and should be read in conjunction with the annual consolidated financial statements, with no significant impact from newly adopted IFRS amendments - The interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting"[62] - The newly adopted International Accounting Standard 21 (Amendment) "Lack of Exchangeability" had no impact on the interim condensed consolidated financial information for the current period[64] Revenue and Components of Profit Before Tax The Group's revenue primarily derives from goods sales, totaling 117,617 thousand HKD for the six months ended June 30, 2025, with mainland China contributing the majority, and profit before tax calculated after deducting various expenses including staff costs of 15,613 thousand HKD Revenue Classification (Six Months Ended June 30) | Classification | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Sales of Goods | 117,617 | 119,659 | | Mainland China Market | 105,629 | 105,258 | | African Market | 1,281 | 845 | | Americas Market | 5,933 | 8,201 | | Asian Market | 4,774 | 5,355 | Profit Before Tax Adjustments (Six Months Ended June 30) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Cost of Inventories Sold | 87,488 | 84,228 | | Provision for Write-down of Inventories to Net Realizable Value | 848 | (155) | | Net Impairment Loss on Financial Assets | 237 | (489) | | Depreciation of Property, Plant and Equipment | 8,107 | 8,418 | | Research and Development Costs | 4,594 | 4,803 | | Employee Benefit Expenses (Wages and Salaries) | 15,613 | 15,603 | Income Tax and Dividends The Group's income tax expense for the six months ended June 30, 2025, was 4,483 thousand HKD, mainly from mainland China, and the Board proposed an interim dividend of 0.15 HK cents per share, lower than the prior year Income Tax Expense (Six Months Ended June 30) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Current - Mainland China | 5,171 | 5,482 | | Deferred | (688) | (700) | | Total | 4,483 | 4,782 | Proposed Interim Dividend (Six Months Ended June 30) | Indicator | 2025 (per share) | 2024 (per share) | | :--- | :--- | :--- | | Dividend per Ordinary Share | 0.15 HK cents | 0.28 HK cents | | Total Dividend | 1,435 | 2,679 | Earnings Per Share and Property, Plant and Equipment For the six months ended June 30, 2025, basic earnings per share attributable to owners of the parent was 1.5 HK cents, and diluted earnings per share was 1.2 HK cents, with a significant reduction in property, plant and equipment acquisition costs Earnings Per Share Calculation (Six Months Ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit Attributable to Owners of the Parent for Basic and Diluted EPS Calculation | 13,956 thousand HKD | 16,189 thousand HKD | | Weighted Average Number of Ordinary Shares for Basic EPS Calculation | 955,388,227 shares | 931,425,192 shares | | Dilutive Effect - Convertible Notes | 254,228,072 shares | 276,228,072 shares | | Adjusted Weighted Average Number of Ordinary Shares for Diluted EPS Calculation | 1,209,616,299 shares | 1,207,653,264 shares | Property, Plant and Equipment Movements (Six Months Ended June 30) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Cost of Asset Acquisitions | 5 | 4,320 | | Net Book Value of Assets Disposed | 862 | 215 | | Net Loss on Disposal | 17 | 119 | - The Group recognized no impairment losses for the six months ended June 30, 2025, and 2024[74] Trade and Bills Receivables and Payables As of June 30, 2025, total trade and bills receivables significantly increased to 43,532 thousand HKD, with a substantial rise in receivables aged over 90 days, while trade and bills payables also increased to 8,738 thousand HKD Trade and Bills Receivables Comparison | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Total Trade and Bills Receivables | 43,532 | 27,260 | +59.7% | | Net Book Value of Trade Receivables | 43,050 | 26,326 | +63.5% | | Trade Receivables Aged Over 90 Days | 13,143 | 2,418 | +443.5% | Trade and Bills Payables Comparison | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Total Trade and Bills Payables | 8,738 | 5,913 | +47.8% | | Aged Within 30 Days | 6,221 | 4,716 | +31.9% | Commitments and Related Party Transactions As of June 30, 2025, the Group's contractual commitments for plant and machinery decreased to 296 thousand HKD, and it engaged in product sales and lease rental expense transactions with related parties, with outstanding balances remaining stable Contractual Commitments Comparison | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Plant and Machinery | 296 | 552 | -46.4% | Related Party Transactions (Six Months Ended June 30) | Transacting Party | Transaction Type | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | :--- | | Guangzhou Euroasia Aerosol & Daily Chemical Manufacturing Co Ltd | Sales of Products | 5,741 | 7,161 | | Mr. Lian Yunzeng | Lease Rental Expenses | 33 | 33 | - As of the end of the reporting period, the Group's outstanding balance of receivables from related companies controlled by the ultimate shareholder was 1,587 thousand HKD, and payables were 13 thousand HKD[79] Share Capital and Convertible Notes As of June 30, 2025, the company's issued and fully paid share capital remained at 9,567 thousand HKD, and the convertible note terms with Mr. Lian Yunzeng were revised to extend the maturity date to May 20, 2030, at an unchanged conversion price of 0.55 HKD per share Share Capital Information | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Authorized Ordinary Shares (0.1 HKD per share) | 1,500,000,000 shares | 1,500,000,000 shares | | Issued and Fully Paid Ordinary Shares (0.1 HKD per share) | 956,675,000 shares | 956,675,000 shares | | Share Capital (thousand HKD) | 9,567 | 9,567 | - The maturity date of the convertible notes has been extended by five years to May 20, 2030, with the conversion price maintained at 0.55 HKD per share[82][85] - If the convertible notes are fully exercised, it will result in an increase of 254,228,072 shares, representing approximately 26.57% of the company's issued share capital as of June 30, 2025[85] Post-Reporting Period Events Subsequent to the reporting period, the company repurchased 37,628,000 shares in July 2025 for a total of 29,897,460 HKD, with the Board believing this action will create value for the company and its shareholders July 2025 Share Repurchase Details | Year/Month | Number of Shares Repurchased | Highest Price Paid Per Share (HKD) | Lowest Price Paid Per Share (HKD) | Total Price Paid (HKD) | | :--- | :--- | :--- | :--- | :--- | | July 2025 | 37,628,000 | 0.87 | 0.72 | 29,897,460 | - The Board believes that the current trading price of the shares does not fully reflect the company's intrinsic value and business prospects, and the share repurchase will benefit the company and create value for shareholders[86] Other Information This section covers directors' and major shareholders' interests, directors' benefits, share option schemes, corporate governance, compliance, dividends, and share registrar information Directors' and Major Shareholders' Interests As of June 30, 2025, Chairman and Executive Director Mr. Lian Yunzeng held a 69.04% long position in the company's shares, including beneficial ownership and control through Wellmass International Limited, and also held convertible notes convertible into 254,228,072 shares Directors' Long Position in Shares (June 30, 2025) | Director Name | Number of Shares (Beneficial Owner) | Number of Shares (Controlled Corporation) | Total Number of Shares | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Mr. Lian Yunzeng | 392,546,000 | 268,000,000 | 660,546,000 | 69.04% | Directors' Long Position in Shares Under Convertible Notes (June 30, 2025) | Convertible Note Holder Name | Principal Amount of Convertible Notes | Total Number of Relevant Shares | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Lian | 139,825,440 HKD | 254,228,072 | 26.57% | Major Shareholders' Long Position in Shares (June 30, 2025) | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Wellmass International Limited | Beneficial Owner | 268,000,000 | 28.01% | Directors' Benefits and Share Option Schemes During the reporting period, directors and their associated entities had no significant interests in material transactions or competing businesses, and while the company has several share option schemes, no options were granted, exercised, lapsed, or cancelled in this period - During the reporting period, no director or their associated entity had any significant interest in any material transaction, arrangement, or contract, nor did they engage in any competing business[97][98] - The Pre-IPO Share Option Scheme has granted 17,490,000 share options with an exercise price of 0.70 HKD, but no options were granted, exercised, lapsed, or cancelled during the current period[100][101][102] - The 2013 Share Option Scheme terminated on May 19, 2023, and the 2023 Share Option Scheme still has 90,178,500 options available for grant, with no changes during the current period for either scheme[103][104][105][106] Corporate Governance and Compliance The company maintains robust corporate governance through its audit, remuneration, nomination, and risk management committees, and while it generally complies with the Corporate Governance Code, the combined roles of Chairman and Chief Executive Officer represent a deviation, which the Board deems beneficial for leadership and efficiency - The audit, remuneration, nomination, and risk management committees have been established and are fulfilling their duties, ensuring corporate governance[107][108][109][110] - The company deviates from Corporate Governance Code Provision C.2.1, where the roles of Chairman and Chief Executive Officer are combined by Mr. Lian Yunzeng, an arrangement the Board believes aids market leadership and decision-making efficiency[111] - The company maintained sufficient public float of not less than 25% as required by the Listing Rules throughout the reporting period, and all directors complied with the Model Code for Securities Transactions by Directors of Listed Issuers[112][113] Dividends and Share Registrar The Board has resolved to declare an interim dividend of 0.15 HK cents per share for the six months ended June 30, 2025, payable on or about October 28, 2025, with share registration suspended from September 5 to September 10, 2025, to determine eligibility Interim Dividend Declaration | Indicator | 2025 (per share) | 2024 (per share) | | :--- | :--- | :--- | | Interim Dividend | 0.15 HK cents | 0.28 HK cents | - The interim dividend will be paid on or about October 28, 2025, to shareholders whose names appear on the register of members on September 10, 2025[114] - Share registration will be suspended from September 5 to September 10, 2025, to determine eligibility for the interim dividend[115]