集一控股(01495) - 2025 - 中期业绩

Interim Results Announcement This section provides an overview of Jiyi Holdings Limited's unaudited condensed consolidated interim results for the six months ended June 30, 2025 Announcement Overview Jiyi Holdings Limited announces its unaudited condensed consolidated interim results for the six months ended June 30, 2025, with comparative data for the same period in 2024 - Jiyi Holdings Limited announced its unaudited condensed consolidated interim results for the six months ended June 30, 2025[2] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This section presents the Group's financial performance, highlighting revenue, gross profit, and loss for the period, with comparative figures Profit or Loss Summary For the six months ended June 30, 2025, revenue decreased to RMB 193,162 thousand from RMB 206,839 thousand, while loss for the period significantly narrowed to RMB 8,750 thousand from RMB 92,528 thousand, mainly due to reduced impairment losses under the expected credit loss model Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) (Restated) | | :--- | :--- | :--- | | Revenue | 193,162 | 206,839 | | Cost of sales | (185,846) | (203,212) | | Gross profit | 7,316 | 3,627 | | Other income | 1 | 272 | | Other losses, net | (40) | (3) | | Distribution and selling expenses | (466) | (740) | | Administrative expenses | (3,380) | (9,203) | | Provision for litigation and legal fees | (6,757) | (1,800) | | Impairment losses under expected credit loss model, net | – | (79,366) | | Finance costs | (5,424) | (5,315) | | Loss before tax | (8,750) | (92,528) | | Income tax expense | – | – | | Loss for the period | (8,750) | (92,528) | | Total comprehensive loss for the period | (9,094) | (89,719) | | Loss for the period attributable to owners of the Company | (8,748) | (92,525) | | Basic loss per share (RMB cents) | (3.32) | (35.08) | | Diluted loss per share (RMB cents) | (3.32) | (35.08) | - Loss for the period significantly narrowed by 90.5%, from RMB 92.5 million in H1 2024 to RMB 8.8 million in H1 2025, primarily due to a reduction of approximately RMB 79.4 million in impairment losses under the expected credit loss model[4][68] Condensed Consolidated Statement of Financial Position This section outlines the Group's financial position, including assets, liabilities, and equity, as of June 30, 2025, and December 31, 2024 Financial Position Summary As of June 30, 2025, total assets were RMB 648,166 thousand, slightly up from RMB 638,355 thousand, while net current liabilities increased to RMB 15,838 thousand from RMB 8,258 thousand, indicating increased liquidity pressure Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025 June 30 (RMB thousands) (Unaudited) | 2024 December 31 (RMB thousands) (Audited) | | :--- | :--- | :--- | | Assets | | | | Total non-current assets | 75,340 | 76,650 | | Total current assets | 572,826 | 561,705 | | Total Assets | 648,166 | 638,355 | | Liabilities | | | | Total current liabilities | 588,664 | 569,963 | | Net Current Liabilities | (15,838) | (8,258) | | Total non-current liabilities | 20,974 | 20,974 | | Net Assets | 38,528 | 47,418 | | Equity | | | | Equity attributable to owners of the Company | 37,360 | 46,248 | | Non-controlling interests | 1,168 | 1,170 | | Total Equity | 38,528 | 47,418 | - As of June 30, 2025, the Group's net current liabilities increased to approximately RMB 15.8 million from RMB 8.3 million as of December 31, 2024, with the current ratio decreasing from 0.99 times to 0.97 times[10][70] Notes to the Condensed Consolidated Financial Statements This section provides detailed notes explaining the accounting policies, basis of preparation, and specific financial items within the interim statements 1. General Information Jiyi Holdings Limited is an investment holding company incorporated in the Cayman Islands, with subsidiaries primarily engaged in the sale and distribution of building and home decoration materials and furniture, and provision of interior design and construction engineering services in China - The Company is an investment holding company with primary operations in China, including the sale and distribution of building and home decoration materials, furniture, and provision of interior design and construction engineering services[12] - The ultimate controlling party is Ms. Hou Wei, who wholly owns Xinling Limited[11] 2. Significant Accounting Policies and Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 and Appendix D2 of the Listing Rules; while directors expect sufficient resources for going concern, significant uncertainties remain regarding debt extensions, accelerated asset sales, and cost control 2.1 Basis of Preparation The unaudited condensed consolidated financial statements are prepared in accordance with HKAS 34 Interim Financial Reporting and Appendix D2 of the Listing Rules - Financial statements are prepared in accordance with HKAS 34 and Appendix D2 of the Listing Rules[13] 2.2 Going Concern Basis As of June 30, 2025, the Group incurred a net loss of RMB 8.8 million, net current liabilities of RMB 15.8 million, and approximately RMB 154.3 million in defaulted bank borrowings, creating significant going concern uncertainties; the company has plans to mitigate liquidity pressure - As of June 30, 2025, the Group incurred a net loss of approximately RMB 8.8 million and net current liabilities of approximately RMB 15.8 million[15] - Approximately RMB 154.3 million in bank and other borrowings are in default or cross-default, constituting a material uncertainty to going concern[15] - The Company is negotiating repayment terms with creditors and may explore equity financing to repay part of the borrowings[16] - The Group plans to develop higher-margin interior design and construction engineering services, having secured 35 contracts totaling approximately RMB 1.0867 billion[17] - The Group will accelerate the recovery of prepayments and other receivables, and seek to dispose of property, plant, and equipment and investment properties to generate additional cash flow[17] - The Group has implemented measures to control operating and administrative costs and will further reduce non-essential expenses[17] 2.3 Application of New and Revised HKFRSs Revisions to HKFRSs, such as HKAS 27 'Lack of Exchangeability', adopted for the first time in this interim period, have no material impact on the Group's financial position or performance - The application of revised HKFRSs in this interim period has no material impact on the Group's financial position and performance[21] 3. Prior Period Adjustments The company made adjustments for unauthorized guarantee arrangements and unrecorded finance leases; while two unauthorized guarantee loans were found, they had no material impact on past financial statements, but unrecorded finance leases increased H1 2024 administrative and finance costs, restating loss for the period and total comprehensive loss by RMB 288 thousand 3.(a) Adjustments related to unauthorized guarantee loans Independent consultants identified two unauthorized guarantee loans where group subsidiaries guaranteed private borrowings for Ms. Hou Wei and her spouse without formal board authorization; however, collateral assets were deemed sufficient to cover the guarantees, resulting in no material impact on past consolidated financial statements - Two unauthorized guarantee arrangements were identified, involving Group subsidiaries providing guarantees for private borrowings of Ms. Hou Wei and her spouse[22][23] - Despite lacking formal board authorization, independent assessment concluded that the value of pledged assets was sufficient to cover the guaranteed amounts, resulting in no material impact on prior financial statements[25][27] 3.(b) Adjustments related to unrecorded finance leases Independent consultants identified unrecorded finance lease liabilities between Guangxi Jiyi and Guangji Lian, primarily for new energy vehicles; these unrecorded leases increased H1 2024 administrative expenses by RMB 248 thousand and finance costs by RMB 40 thousand, restating loss for the period and total comprehensive loss by RMB 288 thousand - Unrecorded finance lease liabilities were identified between Guangxi Jiyi and Guangji Lian, primarily involving new energy vehicles, totaling approximately RMB 4,683 thousand (2023: RMB 4,871 thousand)[28][29] Impact of Unrecorded Finance Leases on H1 2024 Consolidated Statement of Profit or Loss | Indicator | Previously reported (RMB thousands) | Prior period adjustment (RMB thousands) | Restated (RMB thousands) | | :--- | :--- | :--- | :--- | | Administrative expenses | (8,955) | (248) | (9,203) | | Finance costs | (5,275) | (40) | (5,315) | | Loss before tax | (92,240) | (288) | (92,528) | | Loss for the year | (92,240) | (288) | (92,528) | | Total comprehensive loss for the year | (89,431) | (288) | (89,719) | | Basic loss per share attributable to owners of the Company for the year (RMB cents) | (34.97) | (0.11) | (35.08) | 4. Segment Information The Group primarily operates two revenue streams: sales and distribution of goods, and provision of interior design and engineering services; in H1 2025, interior design and engineering services revenue grew significantly, accounting for 13.6% of total revenue, while sales and distribution of goods revenue decreased Segment Revenue and Results In H1 2025, sales and distribution of goods revenue was RMB 166,836 thousand, and interior design and engineering services revenue was RMB 26,326 thousand; the higher gross margin of interior design and engineering services significantly contributed to the Group's overall gross profit growth Segment Revenue and Gross Profit (For the six months ended June 30) | Segment | 2025 Revenue (RMB thousands) | 2025 Gross Profit (RMB thousands) | 2024 Revenue (RMB thousands) | 2024 Gross Profit (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Sales and distribution of goods | 166,836 | 3,367 | 205,826 | 3,495 | | Interior design and engineering services | 26,326 | 3,949 | 1,013 | 132 | | Total | 193,162 | 7,316 | 206,839 | 3,627 | - In H1 2025, revenue from interior design and construction engineering services accounted for 13.6% of total revenue (H1 2024: 0.5%), while sales and distribution of goods accounted for 86.4% (H1 2024: 99.5%)[56] Geographical Information The Group's operations are primarily located in China, with all external customer revenue and most non-current assets concentrated within China Geographical Revenue and Non-current Assets (As of June 30) | Region | 2025 Revenue (RMB thousands) | 2024 Revenue (RMB thousands) | 2025 June 30 Non-current Assets (RMB thousands) | 2024 December 31 Non-current Assets (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | China | 193,162 | 206,839 | 74,687 | 75,750 | | Hong Kong | – | – | 653 | 900 | | Total | 193,162 | 206,839 | 75,340 | 76,650 | Information about Major Customers In H1 2025, Customer B contributed RMB 20,000 thousand in revenue, while Customer A contributed RMB 38,495 thousand in H1 2024, both from the sales and distribution of goods segment Major Customer Revenue (For the six months ended June 30) | Customer | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Customer A | – | 38,495 | | Customer B | 20,000 | – | 5. Revenue The Group's revenue primarily derives from bulk commodity trading, building material sales, and construction engineering services; in H1 2025, construction engineering services revenue grew significantly, while bulk commodity trading revenue decreased Disaggregation of Revenue from Contracts with Customers (For the six months ended June 30, 2025) | Goods and Services Category | Sales and distribution of goods (RMB thousands) | Interior design and engineering services (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | | Bulk commodity trading | 134,304 | – | 134,304 | | Building materials | 32,532 | – | 32,532 | | Construction engineering services | – | 26,326 | 26,326 | | Total | 166,836 | 26,326 | 193,162 | | Timing of revenue recognition: | | | | | At a point in time | 166,836 | – | 166,836 | | Over time | – | 26,326 | 26,326 | Disaggregation of Revenue from Contracts with Customers (For the six months ended June 30, 2024) | Goods and Services Category | Sales and distribution of goods (RMB thousands) | Interior design and engineering services (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | | Bulk commodity trading | 204,168 | – | 204,168 | | Building materials | 1,658 | – | 1,658 | | Interior design | – | 1,013 | 1,013 | | Total | 205,826 | 1,013 | 206,839 | | Timing of revenue recognition: | | | | | At a point in time | 205,826 | – | 205,826 | | Over time | – | 1,013 | 1,013 | 6. Profit for the Period Profit for the period is derived after deducting or including items such as staff costs, auditor's remuneration, cost of inventories, depreciation, and rental income; total staff costs in H1 2025 were RMB 1,855 thousand, down from RMB 2,174 thousand in the prior period Key Deductions/Inclusions in Profit for the Period (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Total staff costs | 1,855 | 2,174 | | Auditor's remuneration | – | 485 | | Cost of inventories recognized as an expense | 185,846 | 203,212 | | Depreciation of property, plant and equipment | 908 | 908 | | Depreciation of right-of-use assets | 75 | 75 | | Gross rental income from investment properties | 192 | 192 | | Less: Direct operating expenses arising from investment properties that generated rental income during the period | (9) | (9) | 7. Income Tax Expense The Group's entities in the Cayman Islands and BVI are exempt from income tax; no provision for Hong Kong tax is made as income is not generated or derived from Hong Kong, and Chinese subsidiaries are subject to a 25% tax rate - Entities in the Cayman Islands and British Virgin Islands are exempt from income tax[46] - Chinese subsidiaries are subject to a tax rate of 25%[47] 8. Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share both narrowed significantly to RMB 3.32 cents from RMB 35.08 cents in the prior period; convertible loan notes and share options had an anti-dilutive effect and were not included in diluted EPS calculation Loss Per Share (For the six months ended June 30) | Indicator | 2025 (RMB cents) | 2024 (RMB cents) (Restated) | | :--- | :--- | :--- | | Basic loss per share | (3.32) | (35.08) | | Diluted loss per share | (3.32) | (35.08) | - Convertible loan notes and share options had an anti-dilutive effect on basic loss per share and were not included in the calculation of diluted earnings per share[49] 9. Dividends The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[50] 10. Trade and Other Receivables and Prepayments As of June 30, 2025, total trade and other receivables and prepayments were RMB 352,164 thousand, slightly down from RMB 354,857 thousand; trade receivables (net of allowance) were RMB 339,067 thousand, with a higher proportion aged over one to two years and over two years Trade and Other Receivables and Prepayments (As of June 30) | Item | 2025 June 30 (RMB thousands) | 2024 December 31 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables (net of allowance for credit losses) | 339,067 | 346,018 | | Other receivables (net of allowance for credit losses) | 5,827 | 1,569 | | Prepayments (net of allowance for expected credit losses) | 7,270 | 7,270 | | Total | 352,164 | 354,857 | | Analyzed as: | | | | Non-current | 7,270 | 7,270 | | Current | 344,894 | 347,587 | Ageing Analysis of Trade Receivables (Net of Allowance) (As of June 30) | Ageing | 2025 June 30 (RMB thousands) | 2024 December 31 (RMB thousands) | | :--- | :--- | :--- | | Within six months | 104,937 | 111,888 | | Over one to two years | – | 1,441 | | Over two years | 234,130 | 232,689 | | Total | 339,067 | 346,018 | 11. Trade and Other Payables As of June 30, 2025, total trade and other payables increased to RMB 249,942 thousand from RMB 242,155 thousand; trade payables were RMB 147,107 thousand, with approximately 27.8% aged over one year Trade and Other Payables (As of June 30) | Item | 2025 June 30 (RMB thousands) | 2024 December 31 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 147,107 | 139,178 | | Other payables | 102,835 | 102,977 | | Total | 249,942 | 242,155 | Ageing Analysis of Trade Payables (As of June 30) | Ageing | 2025 June 30 (RMB thousands) | 2024 December 31 (RMB thousands) | | :--- | :--- | :--- | | Within six months | 106,238 | 98,309 | | Over one year | 40,869 | 40,869 | | Total | 147,107 | 139,178 | Management Discussion and Analysis This section offers management's perspective on the Group's business and financial performance, liquidity, and future outlook Business Review In H1 2025, the Group focused on interior design and construction engineering services, reducing resources for lower-margin goods sales and distribution, resulting in decreased total revenue but increased gross margin - In H1 2025, the Group focused on providing interior design and construction engineering services, reducing resource allocation to lower-margin goods sales and distribution[56] - Revenue from interior design and construction engineering services accounted for 13.6% of total revenue (H1 2024: 0.5%), while sales and distribution of goods accounted for 86.4% (H1 2024: 99.5%)[56] Provision of Interior Design and Construction Engineering Services In H1 2025, interior design and construction engineering services generated approximately RMB 26.3 million in revenue, with a gross profit of RMB 3.9 million and a gross margin of 15.0% Performance of Interior Design and Construction Engineering Services (For the six months ended June 30) | Indicator | 2025 H1 (RMB millions) | | :--- | :--- | | Revenue | 26.3 | | Gross profit | 3.9 | | Gross margin | 15.0% | Sales and Distribution of Goods In H1 2025, sales and distribution of goods revenue decreased by approximately RMB 39.0 million or 18.9%, primarily due to lower bulk commodity trading revenue, despite an increase in building materials sales - Sales and distribution of goods revenue decreased by 18.9% from RMB 205.8 million in H1 2024 to RMB 166.8 million in H1 2025[58] - The decrease was primarily attributable to reduced bulk commodity trading revenue[58] Financial Review The Group's total revenue decreased by 6.6%, but gross profit increased by 101.7%, driven by higher-margin interior design and construction engineering services; significantly reduced administrative expenses and a slight increase in finance costs led to a 90.5% narrowing of loss for the period Revenue by Business Operation Total revenue decreased by 6.6% from RMB 206.8 million in H1 2024 to RMB 193.2 million in H1 2025; interior design and construction engineering services revenue grew significantly, while sales and distribution of goods revenue declined overall - Total revenue decreased by 6.6% from RMB 206.8 million in H1 2024 to RMB 193.2 million in H1 2025[59] - Revenue from interior design and construction engineering services increased by approximately RMB 25.3 million to RMB 26.3 million (2,530% growth)[60] - Sales and distribution of goods revenue decreased overall by approximately RMB 39.0 million or 18.9% to RMB 166.8 million[61] - Building materials sales revenue increased by approximately RMB 30.9 million or 1,862.1% to RMB 32.5 million, primarily due to increased cement sales[62] - Bulk commodity trading revenue decreased by approximately RMB 69.9 million or 34.2% to RMB 134.3 million, mainly due to reduced sales of electrolytic copper and aluminum ingots[63] Gross Profit and Gross Margin Gross profit increased by 101.7% from RMB 3.6 million in H1 2024 to RMB 7.3 million in H1 2025, primarily due to higher-margin interior design and construction engineering services; gross margin for goods sales and distribution also improved - Gross profit increased by 101.7% from RMB 3.6 million in H1 2024 to RMB 7.3 million in H1 2025[64] - The gross margin for interior design and construction engineering services was approximately 15.0%[64] - The gross margin for sales and distribution of goods business increased from approximately 1.7% in H1 2024 to 2.0% in H1 2025[64] Selling and Distribution Expenses Selling and distribution expenses decreased by 37.0% from RMB 0.7 million in H1 2024 to RMB 0.5 million in H1 2025 - Selling and distribution expenses decreased by approximately RMB 0.3 million or 37.0% to RMB 0.5 million[65] Administrative Expenses Administrative expenses decreased by 63.3% from RMB 9.2 million in H1 2024 to RMB 3.4 million in H1 2025 - Administrative expenses decreased by approximately RMB 5.8 million or 63.3% to RMB 3.4 million[66] Finance Costs Finance costs increased by 2.1% from RMB 5.3 million in H1 2024 to RMB 5.4 million in H1 2025 - Finance costs increased by approximately RMB 0.1 million or 2.1% to RMB 5.4 million[67] Overall Loss Reduction H1 2025 loss was approximately RMB 8.8 million, a 90.5% reduction from RMB 92.5 million in the prior period, mainly due to a RMB 79.4 million decrease in impairment losses under the expected credit loss model and a RMB 5.8 million reduction in administrative expenses - Overall loss decreased by approximately RMB 83.8 million or 90.5% to RMB 8.8 million[68] - Primarily attributable to a reduction of approximately RMB 79.4 million in impairment losses under the expected credit loss model and a RMB 5.8 million decrease in administrative expenses[68] Liquidity, Financial and Capital Resources The Group meets liquidity needs through operating cash, bank borrowings, convertible loan notes, and amounts due to related parties; net current liabilities increased, the current ratio decreased, bank balances and cash declined, and bank borrowings are fully utilized and secured by assets and personal guarantees Capital Structure In H1 2025, the Group met its liquidity needs through a combination of cash generated from operations, bank borrowings, convertible loan notes, and amounts due to related parties - Liquidity needs are met through operating cash, bank borrowings, convertible loan notes, and amounts due to related parties[69] Liquidity and Financial Resources As of June 30, 2025, net current liabilities increased to RMB 15.8 million, the current ratio decreased to 0.97 times, and bank balances and cash declined to approximately RMB 2.0 million - Net current liabilities increased from RMB 8.3 million as of December 31, 2024, to RMB 15.8 million as of June 30, 2025[70] - The current ratio decreased from approximately 0.99 times as of December 31, 2024, to approximately 0.97 times as of June 30, 2025[70] - Bank balances and cash were approximately RMB 2.0 million (December 31, 2024: RMB 5.0 million)[70] Borrowings and Pledges of Assets As of June 30, 2025, the Group's short-term bank financing facilities were fully utilized, with total bank borrowings of approximately RMB 154.3 million, secured by property, plant and equipment, investment properties, and right-of-use assets, and co-guaranteed by Ms. Hou Wei and Mr. Deng Jianshen - Short-term bank financing facilities were fully utilized, with total bank borrowings of approximately RMB 154.3 million[71] - Bank borrowings are secured by property, plant and equipment, investment properties, and right-of-use assets, and co-guaranteed by Ms. Hou Wei and Mr. Deng Jianshen[72] Material Investments, Acquisitions and Disposals The Group had no material investment, acquisition, or disposal transactions in H1 2025 - There were no material investment, acquisition, or disposal transactions in H1 2025[73] Capital Expenditure The Group incurred no material capital expenditure in H1 2025 - There was no material capital expenditure in H1 2025[74] Capital Commitments As of June 30, 2025, the Group had no material outstanding capital commitments - As of June 30, 2025, there were no material outstanding capital commitments[75] Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, there were no material contingent liabilities[76] Outlook The Group faces industry challenges and opportunities, remaining vigilant and adaptable to economic changes, focusing on providing reliable and sustainable materials to maintain its quality reputation; financial performance is expected to grow cautiously, with an emphasis on maintaining a solid financial foundation - The Group will remain vigilant, adapt to economic fluctuations, and focus on providing reliable and sustainable materials to maintain its quality reputation[77] - Financial performance is expected to grow cautiously, with an emphasis on maintaining a solid financial foundation[78] Foreign Exchange Risk The Group primarily transacts in RMB, facing foreign exchange risk related to HKD; management will closely monitor its impact, but currently has no foreign currency hedging policy - The Group primarily transacts in RMB, facing foreign exchange risk related to HKD[79] - Management will closely monitor foreign exchange risk but currently has no foreign currency hedging policy[79] Litigation Matters As of June 30, 2025, the Group accrued RMB 51.5 million in estimated liabilities for pending litigation, primarily due to increased financial pressure from the domestic economic downturn; management believes these lawsuits will not materially impact current financial statements due to property collateral and receivable coverage - As of June 30, 2025, accumulated estimated liabilities for pending litigation totaled RMB 51.5 million (December 31, 2024: RMB 44.7 million)[80] - Litigation cases primarily arose from increased financial pressure due to the domestic economic downturn[80] - Management believes that, due to collateralized properties and receivable coverage, the litigation will not have a material impact on the current financial statements[81] Employees and Remuneration Policies As of June 30, 2025, the Group had 20 employees with total staff costs of approximately RMB 1.9 million; remuneration policy aims for fair and competitive treatment, considering workload, individual performance, company profitability, and market levels - As of June 30, 2025, the total number of employees was 20 (June 30, 2024: 20)[82] - Total staff costs (including directors' emoluments) for H1 2025 were approximately RMB 1.9 million (H1 2024: RMB 2.2 million)[82] - Remuneration policy considers factors such as workload, responsibilities, individual performance, company performance and profitability, market levels, and overall economic conditions[82][86] Other Information This section covers additional disclosures including corporate governance, compliance, post-reporting period events, and trading status Sufficiency of Public Float The Company maintained a sufficient public float as required by the Listing Rules of The Stock Exchange of Hong Kong Limited throughout H1 2025 - The Company maintained a sufficient public float as required by the Listing Rules throughout H1 2025[83] Events After Reporting Period On July 28, 2025, former CFO and Company Secretary Mr. Law Wai Chiu filed a winding-up petition with the Hong Kong High Court against the Company, seeking its winding-up for outstanding wages, unpaid annual leave, and interest totaling HKD 325,966.69 - On July 28, 2025, Mr. Law Wai Chiu filed a winding-up petition with the Hong Kong High Court, seeking the winding-up of the Company[84] - The petition involves outstanding wages, unpaid annual leave, and interest totaling HKD 325,966.69[84] Corporate Governance Code The Company is committed to high corporate governance standards, adopting the CG Code in Appendix C1 of the Listing Rules; it complied with the CG Code in H1 2025, except for a period from September 3, 2024, to June 6, 2025, when the number of independent non-executive directors did not meet Listing Rules requirements - The Company has adopted the Corporate Governance Code as set out in Appendix C1 of the Listing Rules[87] - From September 3, 2024, to June 6, 2025, the number of independent non-executive directors and audit committee members did not meet Listing Rules requirements[89] - As of June 6, 2025, with the appointment of new independent non-executive directors, the Company has complied with the relevant Listing Rules requirements[89] Compliance with Model Code Directors adopted the Model Code in Appendix C3 of the Listing Rules as their code of conduct for dealing in the Company's securities and confirmed full compliance in H1 2025 - All Directors confirmed full compliance with the required standards of dealing as set out in the Model Code throughout H1 2025[90] Purchase, Sale or Redemption of the Company's Listed Securities In H1 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - Neither the Company nor its subsidiaries purchased, sold, or redeemed any listed securities in H1 2025[91] Review of Interim Results The Audit Committee reviewed the Group's accounting principles and practices, discussed internal controls and financial reporting matters, including the interim results for the six months ended June 30, 2025, and recommended their adoption by the Board - The Audit Committee reviewed the interim results and recommended their adoption by the Board[92] Publication of Interim Results and Interim Report This interim results announcement has been published on the Company's website and the HKEX website; the interim report containing all information will be published and dispatched to shareholders on or before October 30, 2025 - The interim results announcement has been published on the Company's website and the HKEX website[93] - The interim report, containing all information, will be published and dispatched to shareholders on or before October 30, 2025[93] Continued Suspension of Trading Trading in the Company's shares has been suspended on the Stock Exchange since April 2, 2024, and will remain suspended until further notice - Trading in the Company's shares has been suspended on the Stock Exchange since April 2, 2024, and will remain suspended[94]