港娱国际(08291) - 2025 - 中期财报

Company Information Company Information This section details the basic company information for Hong Kong Entertainment International Holdings Limited, covering governance, key personnel, and identifiers - Executive Directors: Mr. Wang Yun, Mr. Zou Yonggang[6] - Independent Non-executive Directors: Mr. Wong Shui Chi, Mr. Wu Chi King, Ms. Wan So Ying[6] - Company Stock Code: 8291[7] Financial Highlights Financial Highlights The Group's revenue for the six months ended June 30, 2025, decreased by 36.0% to approximately RMB 24.4 million, while loss attributable to owners significantly narrowed to RMB 0.1 million Financial Highlights for H1 2025 | Metric | H1 2025 (RMB million) | H1 2024 (RMB million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 24.4 | 38.1 | -36.0% | | Loss Attributable to Owners | 0.1 | 11.1 | -99.1% | | Total Cash and Bank Balances | 3.6 | 7.1 (2024年12月31日) | -49.3% | | Gearing Ratio | 82.6% | 60.0% (2024年12月31日) | +22.6% | - The Board does not recommend an interim dividend for the six months ended June 30, 2025 (2024: nil)[8] Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's loss for the period significantly narrowed to RMB 0.17 million, driven by a net gain in other income and reduced operating expenses Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (RMB thousand) | Metric | H1 2025 | H1 2024 | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 24,396 | 38,080 | -36.0% | | Cost of Sales | (23,279) | (37,284) | -37.5% | | Gross Profit | 1,117 | 796 | +40.3% | | Net Other Income / (Loss) | 2,150 | (5,516) | N/A (Turned from loss to gain) | | Selling Expenses | (93) | (770) | -87.9% | | Administrative and Other Expenses | (2,477) | (3,984) | -37.8% | | Finance Costs | (867) | (1,659) | -47.8% | | Loss Before Income Tax | (170) | (11,133) | -98.5% | | Loss for the Period | (170) | (11,133) | -98.5% | | Loss Attributable to Owners for the Period | (147) | (11,133) | -98.7% | | Basic and Diluted Loss Per Share (RMB cents) | (0.09) | (6.96) | -98.7% | Unaudited Condensed Consolidated Statement of Financial Position Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's current and non-current assets decreased, leading to a slight increase in net current liabilities and net liabilities, further expanding the capital deficit Condensed Consolidated Statement of Financial Position (RMB thousand) | Metric | As of June 30, 2025 | As of Dec 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | 1,718 | 2,084 | -17.5% | | Current Assets | 32,168 | 44,614 | -27.9% | | Current Liabilities | 81,681 | 93,723 | -12.8% | | Net Current Liabilities | (49,513) | (49,109) | +0.8% (负债增加) | | Net Liabilities | (94,368) | (93,598) | +0.8% (负债增加) | | Equity Attributable to Owners | (94,305) | (93,558) | +0.8% (亏损增加) | | Capital Deficit | (94,368) | (93,598) | +0.8% (亏绌增加) | Unaudited Condensed Consolidated Statement of Changes in Equity Unaudited Condensed Consolidated Statement of Changes in Equity Equity attributable to owners decreased due to loss for the period and exchange differences, partially offset by reclassification from share option reserve Condensed Consolidated Statement of Changes in Equity (RMB thousand) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Loss for the Period | (170) | (11,133) | | Exchange Differences on Translation of Foreign Operations | (600) | 492 | | Total Comprehensive Expenses for the Period | (770) | (10,648) | | Lapse of Share Options | (1,266) (从购股权储备扣减并重新分类至累计亏损) | (479) (从购股权储备扣减并重新分类至累计亏损) | | Equity Attributable to Owners as of Period End | (94,305) | (97,983) | Unaudited Condensed Consolidated Statement of Cash Flows Unaudited Condensed Consolidated Statement of Cash Flows The Group's cash and cash equivalents decreased by RMB 0.471 million, primarily due to cash outflows from operating and financing activities Condensed Consolidated Statement of Cash Flows (RMB thousand) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (1,345) | (14,409) | | Net Cash From Investing Activities | 1,741 | 3,455 | | Net Cash Used in Financing Activities | (867) | (1,659) | | Net Decrease in Cash and Cash Equivalents | (471) | (12,613) | | Cash and Cash Equivalents at Period End | 3,565 | 7,999 | Notes to the Unaudited Condensed Consolidated Interim Financial Information 1. General Information and Basis of Preparation This section outlines the company's registration, principal activities, functional currency, and the basis of preparing interim financial information, highlighting going concern uncertainties and mitigation plans - The company was incorporated in the Cayman Islands, with shares listed on GEM of the Hong Kong Stock Exchange since July 18, 2017[15][16] - The Group primarily engages in (i) manufacturing and selling tinplate and tinplate packaging products in China; and (ii) product repackaging and sales in Hong Kong[15] - For the six months ended June 30, 2025, the Group incurred a net loss of approximately RMB 0.17 million, with net current liabilities and net liabilities of approximately RMB 49.513 million and RMB 94.368 million respectively, indicating significant going concern uncertainties[19] - To address going concern uncertainties, the Group plans to utilize unutilized bank facilities (RMB 52 million), secure funding from former directors, seek other financing, and implement cost control measures[21] 2. Revenue, Other Income / (Loss) Net, and Segment Information The Group's revenue, primarily from China tin business and Hong Kong product repackaging, decreased by 36.0%, with net other income turning profitable due to financial assets Revenue and Net Other Income / (Loss) (RMB thousand) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Revenue from Sales of Tinplate Packaging Products and Tinplate | 20,403 | 38,080 | | Revenue from Product Repackaging and Sales | 3,993 | – | | Total Revenue | 24,396 | 38,080 | | Realized and Unrealized Fair Value Gains / (Losses) on Financial Assets at FVTPL | 2,146 | (5,571) | | Gain on Disposal of Property, Plant and Equipment | 4 | – | | Gain on Disposal of a Subsidiary | – | 55 | | Net Other Income / (Loss) | 2,150 | (5,516) | - The Group's chief operating decision maker reviews overall financial performance, thus no segment information is reported[25] - Revenue from China (excluding Hong Kong) was RMB 20,403 thousand (2024: RMB 38,080 thousand), and from Hong Kong, China was RMB 3,993 thousand (2024: nil)[26] 3. Finance Costs The Group's finance costs, mainly interest on borrowings, significantly decreased by 47.8% for the six months ended June 30, 2025 Finance Costs (RMB thousand) | Metric | H1 2025 | H1 2024 | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Interest Expense on Borrowings | 867 | 1,659 | -47.8% | 4. Income Tax No income tax provision was made in Hong Kong due to no taxable profits, and in China due to tax losses incurred by subsidiaries - No Hong Kong profits tax provision was made for the six months ended June 30, 2025 and 2024, as the Group had no taxable profits in Hong Kong[32] - No China corporate income tax provision was made for the six months ended June 30, 2025 and 2024, as the Group's PRC subsidiaries incurred tax losses in China[32] 5. Loss Before Income Tax This section details key deductions from loss before income tax, including inventory costs and depreciation of property, plant, and equipment, all showing decreases Deductions from Loss Before Income Tax (RMB thousand) | Metric | H1 2025 | H1 2024 | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Cost of Inventories Recognized as Expense | 23,279 | 37,284 | -37.5% | | Depreciation of Property, Plant and Equipment | 595 | 1,948 | -69.5% | | Depreciation of Right-of-use Assets | – | 12 | -100% | 6. Dividends No dividends were paid or proposed for the six months ended June 30, 2025 - No dividends were paid or proposed for the six months ended June 30, 2025, and no dividends have been proposed since the end of the reporting period (2024: nil)[35] 7. Loss Per Share The Group's basic and diluted loss per share was RMB 0.09 cents, a significant reduction from the prior year, with basic and diluted losses being identical Loss Per Share (RMB cents) | Metric | H1 2025 | H1 2024 | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Basic and Diluted Loss Per Share | (0.09) | (6.96) | -98.7% | - The weighted average number of ordinary shares in issue was 160,000,000 shares[36] 8. Property, Plant and Equipment The Group acquired RMB 249,000 in property, plant, and equipment and recognized a gain of RMB 4,000 from asset disposals during the period - For the six months ended June 30, 2025, the Group acquired property, plant and equipment of RMB 249 thousand (2024: RMB 100 thousand)[37] - Proceeds from disposal of property, plant and equipment were approximately RMB 24 thousand, with a recognized gain of approximately RMB 4 thousand[37] 9. Inventories As of June 30, 2025, the Group's total inventories decreased by 31.8% to RMB 5,810 thousand, mainly in raw materials and work-in-progress Inventories Composition (RMB thousand) | Metric | As of June 30, 2025 | As of Dec 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Raw Materials | 3,110 | 5,319 | -41.5% | | Work-in-progress | 54 | 182 | -70.3% | | Finished Goods | 2,646 | 3,025 | -12.5% | | Total Inventories | 5,810 | 8,526 | -31.8% | 10. Trade and Other Receivables Net trade receivables significantly decreased by 61.8% to RMB 5,587 thousand, primarily due to reduced receivables from customer contracts, with a typical credit period of 180 days Trade and Other Receivables (RMB thousand) | Metric | As of June 30, 2025 | As of Dec 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Trade Receivables Arising from Customer Contracts | 13,797 | 22,850 | -39.6% | | Less: Provision for Expected Credit Losses | (8,210) | (8,210) | 0% | | Net Trade Receivables | 5,587 | 14,640 | -61.8% | - The general credit period ranges up to 180 days[39] 11. Financial Assets at Fair Value Through Profit or Loss The Group's financial assets at fair value through profit or loss, primarily Hong Kong-listed equity securities, increased to RMB 12,716 thousand as of June 30, 2025 Financial Assets at Fair Value Through Profit or Loss (RMB thousand) | Metric | As of June 30, 2025 | As of Dec 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong-listed Equity Securities | 12,716 | 9,541 | +33.3% | 12. Trade and Other Payables Total trade and other payables decreased by 33.6% to RMB 35,212 thousand, with bills payable eliminated and a typical supplier credit period of 90 days Trade and Other Payables (RMB thousand) | Metric | As of June 30, 2025 | As of Dec 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Trade Payables | 35,212 | 43,009 | -18.1% | | Bills Payable | – | 9,984 | -100% | | Total | 35,212 | 52,993 | -33.6% | - The credit period granted by suppliers is normally 90 days[41] 13. Borrowings Total borrowings remained at RMB 74,573 thousand, comprising secured bank loans and unsecured loans, with RMB 52,000 thousand in unutilized bank facilities Borrowings Composition (RMB thousand) | Metric | As of June 30, 2025 | As of Dec 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Secured Bank Borrowings (Current Liabilities) | 28,000 | 28,000 | 0% | | Unsecured Borrowings (Non-current Liabilities) | 46,573 | 46,573 | 0% | | Total Borrowings | 74,573 | 74,573 | 0% | - Unsecured borrowings of RMB 46.573 million are amounts due to former directors, interest-free, with repayment extended to June 30, 2027[43] - Unutilized bank facilities amount to RMB 52 million, valid until September 2, 2027[44] 14. Share Capital The company's authorized and issued share capital remained unchanged during the reporting period Share Capital Information | Metric | As of June 30, 2025 (thousand shares) | As of Dec 31, 2024 (thousand shares) | | :--- | :--- | :--- | | Authorized Ordinary Shares (HKD 0.20 par value per share) | 500,000 | 500,000 | | Issued and Fully Paid Ordinary Shares (HKD 0.20 par value per share) | 160,000 | 160,000 | 15. Share Option Scheme The company's share option scheme aims to attract and incentivize participants, with unexercised options significantly reduced to 2,519,352 due to expirations - The share option scheme was adopted on June 23, 2017, for a ten-year term, aiming to attract, retain, and incentivize eligible participants[46] - As of June 30, 2025, the number of outstanding share options was 2,519,352 (December 31, 2024: 10,775,352)[49] - For the six months ended June 30, 2025, 8,256,000 share options lapsed, resulting in RMB 1.266 million being reclassified from the share option reserve to accumulated losses[52] - No share options were granted by the company for the six months ended June 30, 2025 and 2024[53] 16. Fair Value Measurement The Group's financial assets measured at fair value, primarily Hong Kong-listed equity securities, are valued using Level 1 inputs from active market quotes - Fair value measurement inputs are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[57] - Financial assets at fair value through profit or loss (Hong Kong-listed equity securities) are measured using Level 1 inputs (quoted bid prices on the Stock Exchange), amounting to RMB 12,716 thousand as of June 30, 2025[59] 17. Events After the Reporting Period Subsequent to the reporting period, the Board proposed a capital reorganization, including share consolidation, capital reduction, and share subdivision, pending approvals - The proposed capital reorganization includes: consolidating every 3 shares of HKD 0.2 par value into 1 share of HKD 0.6 par value; reducing the paid-up capital of each consolidated share to HKD 0.006; and subdividing each authorized but unissued share into 100 new shares of HKD 0.006 par value[63] - The capital reorganization is subject to shareholder approval, Stock Exchange Listing Committee approval, and other regulatory requirements[61] Management Discussion and Analysis Business Activities The Group's core business involves manufacturing and selling tinplate packaging products in China and providing repackaging services in Hong Kong, with no significant operational changes since listing - The Group primarily (i) manufactures and sells tinplate packaging products in China; and (ii) provides repackaging services in Hong Kong[64] - Since its listing on July 18, 2017, the Group's business operations have seen no significant changes[64] Business Review and Outlook First-half revenue decreased by 36.0% due to China's economic downturn, but loss significantly narrowed by 98.2% due to financial asset gains and cost controls - Revenue decreased by approximately 36.0% from RMB 38.1 million to RMB 24.4 million, mainly due to reduced sales demand amid China's economic downturn[65] - Loss for the period decreased from approximately RMB 11.1 million to RMB 0.2 million, primarily due to fair value gains from financial assets (RMB 2.1 million) from a recovering Hong Kong stock market and cost control measures[65] - Looking ahead, the Group plans to consolidate its market share in tinplate packaging, expand its product and service portfolio, broaden sales channels, and implement cost control strategies to improve cash flow[66] Debts and Charges on Assets As of June 30, 2025, the Group had RMB 28.0 million in secured borrowings and RMB 46.6 million in unsecured borrowings, with RMB 52 million in unutilized bank facilities - Secured borrowings were RMB 28.0 million, and unsecured borrowings were approximately RMB 46.6 million, both consistent with December 31, 2024[67] - Bank borrowings and other bank facilities are secured by a building held by a subsidiary owned by former directors[68] - Unutilized bank facilities amount to approximately RMB 52 million[68] Financial Review This section reviews the Group's financial performance, detailing changes in revenue, cost of sales, gross profit, other income/loss, operating expenses, finance costs, and period loss Revenue - Revenue decreased by 36.0% to RMB 24.4 million, primarily due to reduced sales demand amid China's economic slowdown[69] Cost of Sales - Cost of sales decreased by approximately 37.5% from RMB 37.3 million to RMB 23.3 million, consistent with the revenue decrease[70] Gross Profit and Gross Profit Margin - Gross profit increased from approximately RMB 0.8 million to RMB 1.1 million, with gross profit margin rising from 2.1% to 4.6%, mainly due to higher average selling prices[71] Net Other Income / Loss - Net other income/loss turned into a gain of approximately RMB 2.1 million (2024: loss of approximately RMB 5.6 million), primarily due to increased realized and unrealized fair value gains from financial assets as the Hong Kong stock market recovered[72] Selling Expenses - Selling expenses decreased by approximately 87.5% from RMB 0.8 million to RMB 0.1 million, mainly due to implemented cost controls[73] Administrative and Other Expenses - Administrative and other expenses decreased by approximately 37.5% from RMB 4.0 million to RMB 2.5 million, mainly due to implemented cost controls[74] Finance Costs - Finance costs decreased by approximately 47.1% from RMB 1.7 million to RMB 0.9 million, mainly due to reduced utilized bank financing[75] Loss for the Period - Loss for the period decreased from approximately RMB 11.1 million to RMB 0.2 million, a result of the combined effects of the aforementioned factors[76] Dividends The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend an interim dividend for the six months ended June 30, 2025[77] Liquidity and Financial Resources The Group's liquidity primarily stems from operating cash inflows, but cash and bank balances decreased, and the gearing ratio increased, with management closely monitoring the situation - As of June 30, 2025, the Group's total cash and bank balances were approximately RMB 3.6 million (December 31, 2024: RMB 7.1 million)[78] - The gearing ratio increased from approximately 60.0% as of December 31, 2024, to approximately 82.6% as of June 30, 2025[78] - The Group adopts a conservative approach to financial policies, with the Board closely monitoring liquidity[79] Key Risks, Uncertainties and Risk Management The Group's primary credit risk arises from trade and other receivables and bank cash, managed through credit policies and individual customer credit assessments - The Group's credit risk primarily arises from trade and other receivables and bank cash[81] - Credit policies are established, and credit risk is continuously monitored through individual credit assessments of customers[81] Significant Acquisitions and Disposals of Subsidiaries The Group did not undertake any significant acquisitions or disposals of subsidiaries for the six months ended June 30, 2025 - For the six months ended June 30, 2025, the Group did not undertake any significant acquisitions or disposals of subsidiaries[82] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[83] Employees and Remuneration Policy As of June 30, 2025, the Group's employee count decreased to 58, with a corresponding reduction in employee costs, and remuneration policies are based on industry practice and performance - As of June 30, 2025, the Group employed 58 employees (December 31, 2024: 75 employees)[84] - For the six months ended June 30, 2025, the Group's employee costs were approximately RMB 1.3 million (2024: RMB 1.8 million)[84] - Employee remuneration levels are in line with industry practice and market conditions, with overall compensation determined by the Group based on employee qualifications and performance[84] Material Investments Held The Group holds approximately RMB 12.7 million in Hong Kong-listed equity securities, planning portfolio diversification and adhering to a strict risk management framework Investment Portfolio Overview - As of June 30, 2025, the Group held 17 Hong Kong-listed equity securities with a fair value of approximately RMB 12.7 million[85] - The Group intends to diversify its investment portfolio to mitigate concentration and investment risks[85] Major Equity Securities Investments (As of June 30, 2025) | Company Name / Stock Code | Percentage Held | Fair Value (Loss) / Gain for H1 2025 (RMB thousand) | Fair Value as of June 30, 2025 (RMB thousand) | Percentage of Total Group Assets | | :--- | :--- | :--- | :--- | :--- | | Harbour Digital Industry Capital Limited (913) | 2.9% | (1,207) | 3,750 | 11.1% | | China Investment and Finance Group Limited (1226) | 0.4% | 1,834 | 2,481 | 7.3% | | Lisi Group Holdings Limited (1327) | 4.8% | 1,142 | 2,415 | 7.1% | | Other Listed Securities | N/A | N/A | 4,070 | 12.0% | | Total | N/A | N/A | 12,716 | 37.5% | Investment Policy and Objectives The primary objective is long-term capital appreciation and high growth through diversified investments in listed equity securities, prohibiting excessive leverage or speculative derivatives - The primary objective is to achieve long-term capital appreciation and high growth by investing idle funds in a diversified portfolio of listed equity securities[89] - Permitted investments are limited to listed equities on globally recognized exchanges, with the portfolio remaining diversified and minimum holding quantities set to reduce risk[89] - The use of excessive leverage, investment in unlisted securities, or speculative derivative trading is prohibited[89] Risk Management and Control Measures A stringent risk management framework is employed, actively managing liquidity risk through tiered limits and maintaining a diversified portfolio to minimize single investment exposure - A stringent risk management framework is adopted, actively managing liquidity risk through a strict tiered limit structure[90] - A diversified investment portfolio with predetermined limits is maintained, ensuring no single investment exceeds a small percentage of the portfolio's value[90] - All transactions are executed through reputable, regulated financial institutions to minimize counterparty risk[90] Approval and Oversight Mechanism for Investment Decisions Investment decisions are governed by a multi-layered approval and oversight structure, led by executive directors, with internal compliance screening and regular board reporting - Investment decisions are governed by a multi-layered approval and oversight structure, led by Executive Directors Mr. Wang Yun and Mr. Zou Yonggang[91][92] - The internal compliance team is responsible for initial screening of all proposed transactions involving the purchase, sale, or subscription of listed securities to assess if they constitute disclosable transactions[91] - All investment decisions are based on comprehensive due diligence, pre-defined investment mandates with clearly defined risk parameters and asset allocation, and are regularly reported to the Board[92] Foreign Exchange Risk The Group faces minimal foreign exchange risk as its primary business is in China, with most transactions settled in RMB, and no hedging activities were undertaken - The Group's primary business is located in China, with most transactions settled in RMB, resulting in minimal foreign exchange risk[94] - For the six months ended June 30, 2025, the Group did not hedge any foreign exchange risk[94] Capital Structure As of June 30, 2025, the company's issued share capital and number of ordinary shares remained unchanged at HKD 32,000,000 (approximately RMB 27,909,000) and 160,000,000 shares - As of June 30, 2025, the company's issued share capital was HKD 32,000,000 (equivalent to approximately RMB 27,909,000), with 160,000,000 ordinary shares issued, each with a par value of HKD 0.2[95] - Except for changes disclosed elsewhere in this interim report, there were no changes to the company's capital structure[95] Future Plans for Material Investments and Capital Assets Except as disclosed in this interim report, the Group had no other significant investment or capital asset plans as of June 30, 2025 - Except as disclosed in this interim report, the Group had no other significant investment or capital asset plans as of June 30, 2025[96] Other Information Disclosure Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company As of June 30, 2025, no directors or chief executives held disclosable interests or short positions in the company's shares, underlying shares, or debentures, beyond what is already reported - As of June 30, 2025, no directors or chief executives held disclosable interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations, other than as disclosed elsewhere in this report[97] Measures to Enhance Shareholder Value The company is committed to enhancing long-term shareholder value through a rigorous capital allocation framework, prioritizing operational funding, strategic reinvestment, and shareholder returns - The company is committed to enhancing long-term shareholder value through a rigorous and strategic capital allocation framework, balancing shareholder returns with funding for operational excellence and future growth[98] - Capital allocation priorities: 1. Funding daily operations and core business growth; 2. Strategic reinvestment for returns; 3. Returning capital to shareholders[100] - All significant allocation decisions require full Board approval to ensure alignment with the objective of maximizing long-term shareholder value[99] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company As of June 30, 2025, no substantial shareholders or other persons, apart from the disclosed directors and chief executives, held disclosable interests or short positions in the company's shares or underlying shares - As of June 30, 2025, no person (other than the directors and chief executives disclosed above) held disclosable interests or short positions in the shares or underlying shares[101] Dividend Policy The company's dividend policy prioritizes cash dividends, with the payout ratio determined by the Board based on financial performance, future prospects, and investment needs, subject to legal and financing constraints - The company has adopted a dividend policy prioritizing cash dividends to share profits with shareholders[102] - The dividend payout ratio will be determined at the Board's sole discretion, considering the company's financial performance, future prospects, investment and operational needs, overall financial health, and general market conditions[102] - The dividend policy is subject to the company's articles of association, applicable restrictions and requirements under Cayman Islands law, and any banking or other financing covenants binding the company[102] Share Option Scheme As of June 30, 2025, 2,519,352 unexercised share options remain under the company's share option scheme, with 8,256,000 employee options having lapsed during the period - As of June 30, 2025, 2,519,352 share options granted under the scheme remained unexercised[103] Overview of Share Option Movements (As of June 30, 2025) | Category of Participant | Grant Date | Exercise Period | Outstanding as of Jan 1, 2025 | Lapsed / Cancelled in H1 2025 | Outstanding as of June 30, 2025 | Exercise Price Per Share (HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Employees | 2019年4月10日 | 10年 | 2,204,440 | – | 2,204,440 | 1.981 | | Employees | 2022年4月6日 | 3年 | 8,256,000 | (8,256,000) | – | 0.400 | | Consultants | 2019年4月10日 | 10年 | 314,912 | – | 314,912 | 1.981 | | Total | N/A | N/A | 10,775,352 | (8,256,000) | 2,519,352 | N/A | Purchase, Sale or Redemption 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 for the six months ended June 30, 2025 - 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[105] Directors' Contractual Interests As of June 30, 2025, no directors held significant beneficial interests, directly or indirectly, in any material contracts entered into by the company or its subsidiaries - As of June 30, 2025, no directors had a material beneficial interest, directly or indirectly, in any significant contract entered into by the company or its subsidiaries[106] Competing Interests of Directors and Controlling Shareholders As of June 30, 2025, the directors were unaware of any competing businesses or interests held by directors, controlling shareholders, or their associates that compete with the Group's business - As of June 30, 2025, the directors were unaware of any business or interest held by directors, controlling shareholders, or their associates that competes or may compete with the Group's business[107] Directors' Securities Transactions All directors confirmed compliance with the required dealing standards under the GEM Listing Rules and the company's guidelines for directors' securities transactions - Following specific enquiries with all directors, the directors confirmed compliance with the required dealing standards and guidelines for directors' securities transactions as of the report date[108] Compliance with Corporate Governance Code Practices The company adheres to the principles and applicable code provisions of the Corporate Governance Code, with the Audit Committee reviewing financial reporting and internal controls - The company has adopted the principles and complied with all applicable code provisions of the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules[109] - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and this report with the company's management[110] - The condensed consolidated interim financial information for the six months ended June 30, 2025, is unaudited but has been reviewed by the Audit Committee[110]