脑洞科技(02203) - 2025 - 中期财报

Financial Performance Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The company turned from profit to loss in H1 2025, reporting a net loss of HK$17.24 million compared to a net profit of HK$0.65 million in the prior period, with revenue significantly down 37.2% primarily due to the semiconductor business Key Data from Condensed Consolidated Statement of Profit or Loss for H1 2025 | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 52,173 | 83,084 | (30,911) | -37.2% | | Cost of Sales | (43,080) | (72,146) | 29,066 | -40.3% | | Gross Profit | 9,093 | 10,938 | (1,845) | -16.9% | | Other Income | 7,620 | 2,787 | 4,833 | 173.4% | | Other Gains / (Losses) | 1,158 | 20,505 | (19,347) | -94.4% | | Selling and Distribution Costs | (2,277) | (3,771) | 1,494 | -39.6% | | Administrative Expenses | (26,652) | (24,602) | (2,050) | 8.3% | | Impairment Loss on Trade Receivables and Contract Assets | (1,802) | – | (1,802) | N/A | | Finance Costs | (3,291) | (4,755) | 1,464 | -30.8% | | Profit / (Loss) Before Tax | (16,151) | 1,102 | (17,253) | -1565.6% | | Income Tax Expense | (1,093) | (450) | (643) | 142.9% | | Profit / (Loss) for the Period | (17,244) | 652 | (17,896) | -2744.8% | | Basic and Diluted (HK cents) Per Share | (2.16) | 0.08 | (2.24) | -2800.0% | Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's net assets turned positive to HK$27.92 million from a deficit of HK$59.07 million at year-end 2024, primarily due to perpetual bond issuance, with a significant reduction in current liabilities and a shift to positive net current assets Key Data from Condensed Consolidated Statement of Financial Position for H1 2025 | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current Assets | 27,372 | 31,462 | (4,090) | -13.0% | | Current Assets | 107,896 | 121,278 | (13,382) | -11.0% | | Current Liabilities | 107,063 | 211,128 | (104,065) | -49.3% | | Net Current Assets (Liabilities) | 833 | (89,850) | 90,683 | N/A | | Non-current Liabilities | 287 | 681 | (394) | -57.9% | | Net Assets (Net Liabilities) | 27,918 | (59,069) | 86,987 | N/A | | Deficit in Shareholders' Equity | (72,082) | (59,069) | (13,013) | 22.0% | | Perpetual Bonds | 100,000 | – | 100,000 | N/A | | Total Equity (Deficit) | 27,918 | (59,069) | 86,987 | N/A | Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity shifted from a deficit of HK$59.07 million to a positive HK$27.92 million, primarily due to the issuance of HK$100 million in perpetual bonds, offsetting the HK$17.24 million loss for the period - In H1 2025, the company issued HK$100,000 thousand in perpetual bonds, shifting total equity from a deficit of HK$59,069 thousand at the beginning of the period to an equity of HK$27,918 thousand at the end, despite recording a HK$17,241 thousand loss during the period[7] Unaudited Condensed Consolidated Statement of Cash Flows In H1 2025, net cash used in operating activities significantly decreased, net cash generated from investing activities substantially increased, but financing activities shifted from an inflow to an outflow, resulting in a net decrease in cash and cash equivalents Key Data from Condensed Consolidated Statement of Cash Flows for H1 2025 | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (11,443) | (24,642) | 13,199 | -53.6% | | Net Cash Generated from Investing Activities | 9,077 | 844 | 8,233 | 975.5% | | Net Cash (Used in) / Generated from Financing Activities | (2,964) | 26,583 | (29,547) | -111.1% | | Net (Decrease) / Increase in Cash and Cash Equivalents | (5,330) | 2,785 | (8,115) | -291.4% | | Cash and Cash Equivalents at End of Period | 25,054 | 45,838 | (20,784) | -45.3% | Notes to the Unaudited Condensed Consolidated Financial Results This section details the basis of preparation, accounting policies, segment information, specific components and changes in income, expenses, assets, and liabilities, along with related party transactions and contingent liabilities - The notes provide detailed background information on the financial statements, including the company's place of incorporation, principal places of business, controlling party, and principal activities, confirming that the interim financial statements are prepared in accordance with HKAS 34[10][11] 1. General Information The company was incorporated in the Cayman Islands, listed on the Stock Exchange since 2017, primarily engaged in investment holding, with subsidiaries in semiconductor production and trading, broadband infrastructure, and smart field solutions, ultimately controlled by Mr. Zhang Liang - The company was incorporated in the Cayman Islands on September 10, 2014, and listed on the Stock Exchange since 2017[10] - Principal activities include investment holding, with subsidiaries engaged in semiconductor production and trading, broadband infrastructure construction, and smart field solutions[10] - The ultimate controlling party is Mr. Zhang Liang[10] 2. Basis of Preparation and Accounting Policies The interim financial statements are prepared in accordance with the HKEX Listing Rules and HKAS 34, adopting HKAS 21 (Revised) "The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability," with no material impact on financial position - The interim financial statements are prepared in accordance with the Hong Kong Listing Rules and HKAS 34, and were authorized for issue on August 27, 2025[11] - HKAS 21 (Revised) "The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability" has been adopted, but it has no material impact on the Group's results and financial position[14] 3. Revenue and Segment Information The Group's business is divided into four reportable segments: production, trading, broadband infrastructure and smart fields, and strategic investments; total revenue for H1 2025 was HK$52.64 million, down 36.6% year-on-year, mainly due to a significant decrease in semiconductor production and trading revenue, offset by substantial growth in broadband infrastructure and smart fields - The Group's operating segments include production, trading, broadband infrastructure and smart fields, and strategic investments[16][17] Segment Revenue Analysis for H1 2025 | Segment | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Electronic Product Production | – | 34,559 | (34,559) | -100.0% | | Electronic Product Trading | 713 | 22,859 | (22,146) | -96.9% | | Broadband Infrastructure and Smart Fields | 51,929 | 25,666 | 26,263 | 102.3% | | Strategic Investment | – | – | – | N/A | | Total | 52,642 | 83,084 | (30,442) | -36.6% | - Revenue from smart field solutions services significantly increased from HK$1,091 thousand in H1 2024 to HK$38,862 thousand in H1 2025[18] 4. Other Gains / (Losses) In H1 2025, other gains primarily stemmed from fair value changes of financial assets at fair value through profit or loss, though the amount significantly decreased compared to the prior period Other Gains / (Losses) | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Fair Value Change of Financial Assets at Fair Value Through Profit or Loss | 1,158 | 20,505 | (19,347) | 5. Finance Costs In H1 2025, finance costs primarily comprised interest on lease liabilities and loans from the ultimate controlling party, with the total amount decreasing compared to the prior period Composition of Finance Costs | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interest on Lease Liabilities | 99 | 136 | (37) | -27.2% | | Interest on Loans from Ultimate Controlling Party | 3,192 | 4,424 | (1,232) | -27.8% | | Total | 3,291 | 4,755 | (1,464) | -30.8% | 6. Income Tax Expense Income tax expense in H1 2025 significantly increased year-on-year, primarily due to under-provision for PRC corporate income tax in prior years Composition of Income Tax Expense | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Current Tax: China | 7 | – | 7 | | Under-provision in Prior Years: China | 1,086 | – | 1,086 | | Deferred Tax | – | 450 | (450) | | Total | 1,093 | 450 | 643 | - Guangzhou Zhiwang is recognized as a "High and New Technology Enterprise" by the Chinese government, enjoying a preferential tax rate of 15%[24] 7. Profit / (Loss) for the Period The loss for the period was primarily influenced by factors such as inventory amounts, depreciation, amortization, and staff costs Key Items Affecting Profit / (Loss) for the Period | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Amount of Inventories Recognized as Expense | 711 | 57,419 | (56,708) | -98.8% | | Depreciation of Property, Plant and Equipment | 1,825 | 2,430 | (605) | -24.9% | | Total Staff Costs | 15,077 | 22,305 | (7,228) | -32.4% | 8. Earnings / (Loss) Per Share Basic and diluted loss per share for H1 2025 was 2.16 HK cents, compared to basic and diluted earnings per share of 0.08 HK cents in the prior period Earnings / (Loss) Per Share | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | (Loss) / Profit for the Period Used in Calculating Basic and Diluted (Loss) / Earnings Per Share | (17,244,000) HK$ | 652,000 HK$ | | Weighted Average Number of Ordinary Shares | 800,000,000 | 800,000,000 | | Basic and Diluted (HK cents) Per Share | (2.16) | 0.08 | 9. Dividends No interim dividend was paid or proposed for the current period or the prior corresponding period - No interim dividend was paid or proposed for H1 2025 and H1 2024[30] 10. Property, Plant and Equipment In H1 2025, the Group's acquisition of property, plant and equipment significantly decreased, while proceeds from disposal and net gain on disposal substantially increased - Acquisition of property, plant and equipment in H1 2025 was approximately HK$3 thousand, a significant decrease from HK$273 thousand in H1 2024[32] - Proceeds from disposal of property, plant and equipment were approximately HK$7,893 thousand, generating a net gain on disposal of approximately HK$1,058 thousand[9][32] 11. Trade and Other Receivables As of June 30, 2025, total trade and other receivables significantly decreased, primarily due to a reduction in trade receivables Trade and Other Receivables | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade Receivables (Net of Impairment Allowance) | 11,227 | 32,782 | (21,555) | -65.7% | | Deposits and Other Receivables | 2,803 | 1,561 | 1,242 | 79.6% | | Prepayments | 2,282 | 2,900 | (618) | -21.3% | | Total | 16,312 | 38,115 | (21,803) | -57.2% | - Gross trade receivables from customer contracts significantly decreased from HK$49,022 thousand at year-end 2024 to HK$10,039 thousand at mid-2025[33] 12. Trade and Other Payables As of June 30, 2025, total trade and other payables slightly decreased, with a notable reduction in accrued staff costs Trade and Other Payables | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade Payables | 32,886 | 32,908 | (22) | -0.1% | | Accrued Staff Costs | 1,269 | 3,964 | (2,695) | -67.9% | | Accrued Expenses and Other Payables | 8,321 | 7,024 | 1,297 | 18.5% | | Total | 42,476 | 43,896 | (1,420) | -3.2% | - The credit period for purchases of goods ranges from 30 to 180 days, and the Group has established financial risk management policies to ensure payables are settled within the credit period[39] 13. Capital Commitments As of June 30, 2025, the Group had no contracted but unprovided capital commitments - As of June 30, 2025, the Group's contracted but unprovided capital commitments were nil HK$[40] 14. Related Party Disclosures The Group has broadband infrastructure construction service revenue and receivables/payables with several related parties; the principal amount of loans from the ultimate controlling party significantly decreased but a substantial balance remains - In H1 2025, the Group generated broadband infrastructure construction service revenue from several related parties, with Huizhou Xiandaicheng Real Estate Development Co., Ltd. contributing HK$1,344 thousand[41] - As of June 30, 2025, total trade receivables from related companies amounted to HK$10,959 thousand, an increase from HK$8,216 thousand at year-end 2024[42][43] - As of June 30, 2025, the outstanding principal amount of loans from Mr. Zhang, the ultimate controlling party, was approximately HK$18,193 thousand, a significant reduction from HK$126,294 thousand at year-end 2024[49] 15. Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[50] 16. Approval of Unaudited Condensed Consolidated Financial Results The unaudited condensed consolidated financial results were approved and authorized for issue by the Board of Directors on August 27, 2025 - The unaudited condensed consolidated financial results were approved and authorized for issue by the Board of Directors on August 27, 2025[51] 17. Events After the Reporting Period As of the date of this report, no significant events occurred after the reporting period - As of the date of this report, no significant events occurred after the reporting period[52] Management Discussion and Analysis Business Review This review details the operational status and market environment of the Group's three core business segments: broadband infrastructure and smart fields grew by optimizing product portfolios and expanding overseas despite real estate contraction; semiconductor revenue sharply declined due to weak demand and competition, leading to production line suspension; strategic investments actively pursued innovative technology, including listed equity securities and cryptocurrency exploration - Amidst liquidity contraction in the real estate sector, the broadband infrastructure and smart fields business adopted a prudent strategy, focusing resources on more profitable and cash-generative projects, and successfully entered overseas markets[53] - The semiconductor business experienced a 99.0% year-on-year revenue plunge due to global inflation, monetary tightening, geopolitical risks, and weak consumer electronics demand, leading management to shut down production lines to curb losses[54][55] - The strategic investment business aims to capitalize on technology innovation opportunities, diversify investments in innovative technology sectors, and explore cryptocurrency investments[56][58] (i) Broadband Infrastructure and Smart Fields Business This business primarily involves broadband infrastructure construction and smart field solutions in China; affected by real estate market adjustments, the Group adopted a prudent strategy, optimized its product portfolio, and successfully expanded into overseas markets, driving new growth - The business was affected by liquidity contraction in China's real estate sector, prompting the Group to adopt a prudent strategy, concentrating resources on more profitable and cash-generative projects[53] - Successfully entered overseas markets, developing smart product sales business, bringing new growth momentum to the Group[53] (ii) Semiconductor Business The semiconductor business includes discrete device packaging and testing, patented product manufacturing, and third-party semiconductor product trading; revenue plummeted 99.0% year-on-year due to global inflation, monetary tightening, and weak consumer electronics demand, leading management to shut down production lines to curb losses - The core business primarily focuses on packaging and testing of discrete devices and manufacturing of patented products, supplemented by third-party semiconductor product trading[54] - Semiconductor manufacturing and trading revenue plummeted 99.0% year-on-year, impacted by global inflation and monetary tightening policies suppressing demand in the electronic consumer market[54] - Given the continuous expansion of business losses, management decided to shut down relevant production lines to curb losses[54] (iii) Strategic Investment Business The Group aims to seize investment opportunities through technological innovation, diversifying its investment portfolio in innovative technology sectors, investing in listed equity securities during the period, and exploring cryptocurrency investments in Web3.0 and metaverse - The Group aims to leverage its smart technology advantages to seize investment opportunities and diversify its investment portfolio in innovative technology sectors[56] - During the period, listed equity securities and options were acquired at a total cost of approximately HK$106.9 million, and those with a total book value of approximately HK$91.1 million were disposed of, realizing a net gain of approximately HK$9.5 million[60] - The Group is optimistic about the future prospects of virtual assets, especially in the Web3.0 and metaverse sectors, and is exploring cryptocurrency purchases[58][59] Financial Review This financial review analyzes the Group's H1 2025 revenue, gross profit, expenses, and net profit changes; revenue significantly decreased by 36.6% to HK$52.6 million, primarily due to the semiconductor business, while gross margin improved, net profit shifted from profit to loss - Revenue decreased by 36.6% year-on-year to HK$52.6 million, primarily due to a 98.8% decline in semiconductor business revenue[61] - Overall gross profit margin increased from 13.2% to 17.9%, but total gross profit decreased by 13.8%[63] - Net loss for the period was HK$17.2 million, compared to a net profit of HK$0.7 million in the prior corresponding period[69] Revenue The Group's H1 2025 revenue was HK$52.6 million, a 36.6% year-on-year decrease, primarily due to a 98.8% plunge in semiconductor business revenue, while broadband infrastructure and smart fields segment revenue grew 102.3% Revenue by Business Segment | Business Segment | H1 2025 (HK$ million) | H1 2024 (HK$ million) | Year-on-year Change (HK$ million) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Semiconductor Business | 0.7 | 57.4 | (56.7) | -98.8% | | Broadband Infrastructure and Smart Fields | 51.9 | 25.7 | 26.2 | 102.3% | | Total Revenue | 52.6 | 83.1 | (30.5) | -36.6% | Gross Profit and Gross Profit Margin The Group's H1 2025 gross profit was HK$9.4 million, a 13.8% year-on-year decrease; overall gross profit margin improved by 4.7 percentage points to 17.9%, but the broadband infrastructure and smart fields segment's gross margin declined due to increased smart field solutions services - The Group's gross profit decreased by 13.8% year-on-year to HK$9.4 million, but the overall gross profit margin increased by 4.7 percentage points to 17.9%[63] - The gross profit margin for the broadband infrastructure and smart fields segment decreased from 41.0% to 18.0%, primarily due to an increase in smart field solutions services, which have a relatively lower gross profit margin[64] Fair Value Change of Financial Assets at Fair Value Through Profit or Loss The Group recorded a net realized gain of HK$9.5 million from the disposal of listed equity securities, but incurred a fair value loss of HK$9.0 million on listed equity securities and options held, resulting in total other gains of HK$0.5 million - Disposal of listed equity securities generated a net realized gain of approximately HK$9.5 million[65] - Fair value loss on listed equity securities and options held was approximately HK$9.0 million[65] Selling and Distribution Costs Selling and distribution costs decreased by 39.5% year-on-year to HK$2.3 million, primarily due to reduced commission expenses paid to third-party agents following a decline in semiconductor business sales - Selling and distribution costs decreased by 39.5% year-on-year to HK$2.3 million, mainly due to reduced commission expenses resulting from lower semiconductor business sales[66] Administrative Expenses Administrative expenses increased by 8.5% year-on-year to HK$26.7 million, primarily due to increased employee termination costs during the period - Administrative expenses increased by 8.5% year-on-year to HK$26.7 million, primarily due to increased employee termination costs[67] Income Tax Expense Income tax expense increased by 142.9% year-on-year to HK$1.1 million, primarily due to deferred tax implications from the disposal of property, plant and equipment - Income tax expense increased by 142.9% year-on-year to HK$1.1 million, primarily due to deferred tax implications arising from the disposal of property, plant and equipment[68] Profit / (Loss) for the Period The Group shifted from a net profit of HK$0.7 million in the prior period to a net loss of HK$17.2 million in the current period, primarily influenced by the combined effects of the aforementioned factors - The Group shifted from a net profit of HK$0.7 million in H1 2024 to a net loss of HK$17.2 million in H1 2025[69] Liquidity, Financial Resources and Capital Structure The Group's operations are primarily funded by internal cash flows; as of June 30, 2025, there were no outstanding bank borrowings and the gearing ratio was zero; the Group adopts prudent cash and financial management policies and regularly reviews liquidity requirements - The Group's operations are primarily funded by internally generated cash flows[70] - As of June 30, 2025, the Group had no outstanding bank borrowings, and its gearing ratio was zero[70] - The Group adopts prudent cash and financial management policies, primarily conducting financial activities through bank deposits denominated in HKD, USD, or RMB[71] Pledge of Group Assets As of June 30, 2025, the Group had not pledged any assets - As of June 30, 2025, the Group had not pledged any assets[72] Material Investments / Acquisitions and Disposals Aside from the listed equity securities investments disclosed in the strategic investment business, there were no other material investments, acquisitions, or disposals during the period - Aside from the listed equity securities investments disclosed in the strategic investment business, there were no other material investments, acquisitions, or disposals during the period[73] Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[74] Exposure to Exchange Rate Fluctuations The Group faces foreign currency risk as some sales and purchases are denominated in foreign currencies; currently, there is no foreign currency hedging policy, but the Board continuously monitors and considers hedging significant risks - The Group faces foreign currency risk, with approximately 23.5% of sales and 2.1% of purchases denominated in foreign currencies in H1 2025[75] - Currently, there is no foreign currency hedging policy, but the Board continuously monitors and considers hedging significant foreign exchange risks[76] Human Resources As of June 30, 2025, the Group employed 67 full-time staff, with reduced staff costs year-on-year; the Group actively implements talent acquisition, development, and retention strategies through training, performance-linked remuneration, and clear career paths - As of June 30, 2025, the Group employed 67 full-time staff, with 96.7% in China and 3.3% in Hong Kong[77] - Staff costs (including directors' emoluments) for H1 2025 were approximately HK$15.1 million, a decrease from HK$22.3 million in H1 2024[77] - The Group recruits, develops, and retains talent through regular training, performance-linked remuneration, and clear career paths[78] Reserves Changes in the Group's reserves are presented in the unaudited condensed consolidated statement of changes in equity - Changes in the Group's reserves are set out in the unaudited condensed consolidated statement of changes in equity[79] Dividends The Board does not recommend the payment of any interim dividend for the current period - The Board does not recommend the payment of any interim dividend for the current period[80] Business Outlook Looking ahead, the global economic environment remains unpredictable, the semiconductor business will continue to face challenges, and the Group will adopt a prudent stance and reallocate resources; simultaneously, the Group will capitalize on technology application demands in smart living driven by China's "14th Five-Year Plan" and actively explore investment opportunities in AI, IoT, and Web3.0 - The global economic environment remains unpredictable, the semiconductor business will continue to face challenges, and the Group will adopt a prudent stance, potentially suspending business operations and reallocating resources to smart product trading[81] - The Group will capitalize on technology application demands in smart living driven by China's "14th Five-Year Plan" and explore investment opportunities in artificial intelligence, IoT, and Web3.0[82] - Guangzhou Zhiwang aims to become a smart field solutions integrator and has successfully expanded its smart product business into overseas markets, which is expected to inject new growth momentum[82] Directors' and Chief Executive's Interests and Short Positions in Securities Long Positions in Shares As of June 30, 2025, Executive Director Mr. Zhang Liang held 74.96% of the company's shares through his wholly-owned Yoho Bravo Limited Directors' Long Positions in Shares | Name of Director | Nature of Interest | Number of Ordinary Shares Held | Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Mr. Zhang Liang | Interest in a Controlled Corporation | 599,658,000 shares (L) | 74.96 | Substantial Shareholders' and Other Persons' Interests and Short Positions in Securities Long Positions in Shares As of June 30, 2025, Yoho Bravo Limited, as a substantial shareholder, held 74.96% of the company's shares Substantial Shareholders' Long Positions in Shares | Name of Shareholder | Nature of Interest | Number of Ordinary Shares Held | Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Yoho Bravo Limited | Beneficial Interest | 599,658,000 shares (L) | 74.96 | Directors' Information Changes in Directors' Information As of the report date, the Board comprises Executive Director Mr. Zhang Liang (Chairman) and three Independent Non-executive Directors: Mr. Xu Liang, Mr. Chen Xi, and Ms. Zhang Yibo; no changes in directors' information occurred during the period - The Board comprises Executive Director Mr. Zhang Liang (Chairman) and three Independent Non-executive Directors: Mr. Xu Liang, Mr. Chen Xi, and Ms. Zhang Yibo[87] - No changes in directors' information requiring disclosure occurred during the period[87] Code for Securities Transactions by Directors Code for Securities Transactions by Directors The company has adopted a code for directors' securities transactions no less exacting than Appendix C3 of the Listing Rules, and all directors confirmed compliance with the code during the period - The company has adopted a code for directors' securities transactions no less exacting than Appendix C3 of the Listing Rules[88] - All directors complied with the code for securities transactions during the period[88] Management Contracts Management Contracts During the period, the company did not enter into or have any management and administration contracts concerning the whole or any substantial part of its business - During the period, the company did not enter into or have any management and administration contracts concerning the whole or any substantial part of its business[90] Competing Interests Competing Interests During the period, none of the company's directors, controlling shareholders, or their close associates had any interests in businesses competing or potentially competing with the Group's business - During the period, none of the company's directors, controlling shareholders, or their close associates had any interests in businesses competing or potentially competing with the Group's business[91] Corporate Governance Practices Corporate Governance Practices The company is committed to high corporate governance standards; the roles of Chairman and Chief Executive Officer are not separated, with the CEO position vacant since February 1, 2021; the Board deems the current arrangement appropriate and will continuously review its effectiveness - The company is committed to achieving high standards of corporate governance, believing sound practices are crucial for the Group's sustained growth and maximizing shareholder interests[92] - The roles of Chairman and Chief Executive Officer are not separated, and the CEO position has been vacant since February 1, 2021[92] - The Board believes the current arrangement is appropriate, helps maintain policy continuity and operational stability, and will continuously review the effectiveness of the structure[92] Share Option Scheme Share Option Scheme The company adopted a share option scheme on September 23, 2015, to reward contributors and enhance company value; no share options have been granted since adoption, and no outstanding share options existed as of the reporting date - The company adopted a share option scheme on September 23, 2015, with a 10-year validity, aiming to reward contributors and enhance company value[93] - No share options have been granted since adoption, and no outstanding share options existed as of June 30, 2025, and the reporting date[93] Audit Committee Audit Committee The Audit Committee, established on September 23, 2015, comprises three independent non-executive directors, chaired by Mr. Xu Liang; the committee reviewed the financial results for the period and deemed them compliant with applicable accounting standards - The Audit Committee was established on September 23, 2015, comprising three independent non-executive directors, with Mr. Xu Liang as Chairman[94] - The committee's primary responsibilities include providing recommendations on external auditors, monitoring the integrity of financial statements, and overseeing risk management and internal control systems[94] - The committee has reviewed the financial results for the period and believes they comply with applicable accounting standards and include sufficient disclosures[94] Purchase, Sale or Redemption of the Company's Listed Securities Purchase, Sale or Redemption 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 - During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[95] Definitions Definitions This section provides definitions for key terms and abbreviations used throughout the report - This section provides definitions for key terms and abbreviations used in the report, such as "Board," "Corporate Governance Code," "Company," and "Group"[96][97][98]