财华社集团(08317) - 2023 - 中期财报

Company Overview Characteristics of GEM Market and Disclaimer The GEM market provides a listing platform for high-risk SMEs, requiring investors to understand potential risks, while the Board assumes full responsibility for report accuracy - The GEM market targets high-investment-risk small and medium-sized companies, where securities may experience significant market volatility and high liquidity is not guaranteed[3] - Hong Kong Exchanges and Clearing Limited and the Stock Exchange are not responsible for the content of this report and make no statement as to its accuracy or completeness[3] - The Company's Directors jointly and individually assume full responsibility for the accuracy, completeness, and non-misleading nature of the information contained in this report[4] Performance Summary For the six months ended September 30, 2022, the Group's turnover grew by 59.5% to HK$13.37 million, with loss attributable to owners significantly narrowing, and no dividend recommended Performance Summary for the Six Months Ended September 30, 2022 | Metric | 2022 (HK$'000) | 2021 (HK$'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Turnover | 13,366 | 8,380 | +59.5% | | Loss attributable to owners of the Company | (1,311) | (11,968) | Loss narrowed | - The Board does not recommend the payment of a dividend for the six months ended September 30, 2022[5] Financial Statements Unaudited Condensed Consolidated Statement of Profit or Loss For the six months ended September 30, 2022, revenue grew to HK$13.37 million, gross profit to HK$12.64 million, and the Group achieved a profit before income tax of HK$284 thousand, significantly narrowing the loss attributable to owners Key Data from Condensed Consolidated Statement of Profit or Loss (For the Six Months Ended September 30) | Metric | 2022 (HK$'000) | 2021 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Revenue | 13,366 | 8,380 | Growth | | Cost of sales | (722) | (360) | Increase | | Gross profit | 12,644 | 8,020 | Growth | | Other income and other losses | 3,453 | 1,845 | Growth | | General and administrative expenses | (15,398) | (19,673) | Decrease | | Profit/(Loss) before income tax | 284 | (10,308) | Turnaround from loss to profit | | Profit/(Loss) attributable to owners of the Company | (1,311) | (11,968) | Loss narrowed | | Basic and diluted loss per share (HK cents) | (0.20) | (1.80) | Loss narrowed | Unaudited Condensed Consolidated Statement of Comprehensive Income For the six months ended September 30, 2022, the Group achieved a profit of HK$284 thousand, with currency translation differences turning positive, leading to a total comprehensive income of HK$1.24 million, and a significant narrowing of comprehensive expense attributable to owners Key Data from Condensed Consolidated Statement of Comprehensive Income (For the Six Months Ended September 30) | Metric | 2022 (HK$'000) | 2021 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Profit/(Loss) for the period | 284 | (10,384) | Turnaround from loss to profit | | Currency translation differences | 955 | (615) | Turnaround from negative to positive | | Total comprehensive income/(expense) for the period | 1,239 | (10,999) | Turnaround from loss to income | | Total comprehensive income/(expense) attributable to owners of the Company | (356) | (12,583) | Expense narrowed | Unaudited Condensed Consolidated Statement of Financial Position As of September 30, 2022, total assets increased to HK$69.74 million, driven by trade and related company receivables, with net current assets and net assets improving to HK$9.15 million and HK$35.48 million respectively Key Data from Condensed Consolidated Statement of Financial Position (As at September 30) | Metric | Sep 30, 2022 (HK$'000) | Mar 31, 2022 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Total assets | 69,744 | 68,150 | Increase | | Trade receivables | 11,124 | 4,206 | Increase | | Amounts due from related companies | 6,820 | 4,552 | Increase | | Cash and cash equivalents | 10,773 | 17,584 | Decrease | | Total current liabilities | 24,985 | 22,876 | Increase | | Net current assets | 9,151 | 7,447 | Increase | | Net assets | 35,483 | 34,244 | Increase | Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended September 30, 2022, total equity attributable to owners decreased to HK$40.69 million due to period loss, while overall total equity increased to HK$35.48 million due to non-controlling interests Key Data from Condensed Consolidated Statement of Changes in Equity (For the Six Months Ended September 30) | Metric | Sep 30, 2022 (HK$'000) | Apr 1, 2022 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Share capital and reserves attributable to owners of the Company | 40,687 | 41,043 | Decrease | | Non-controlling interests | (5,204) | (6,799) | Decrease (negative value narrowed) | | Total equity | 35,483 | 34,244 | Increase | Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended September 30, 2022, net cash outflows from operating, investing, and financing activities all decreased, resulting in a narrower net decrease in cash and cash equivalents, with the period-end balance at HK$10.77 million Key Data from Condensed Consolidated Statement of Cash Flows (For the Six Months Ended September 30) | Metric | 2022 (HK$'000) | 2021 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Net cash outflow from operating activities | (4,391) | (6,439) | Outflow decreased | | Net cash outflow from investing activities | (36) | (298) | Outflow decreased | | Net cash outflow from financing activities | (2,186) | (2,524) | Outflow decreased | | Net decrease in cash and cash equivalents | (6,613) | (9,261) | Decrease narrowed | | Cash and cash equivalents at end of period | 10,773 | 8,483 | Increase | Notes to the Condensed Consolidated Financial Statements General Information The Group's diverse principal activities include financial information, advertising, brokerage, lending, and property investment, with the Company domiciled in Bermuda and listed on GEM, controlled by Ms. Lo Yuk Yee - The Group's principal activities include financial information, advertising and investor relations services, technology solutions, brokerage, underwriting and asset management, money lending business, and property investment[21] - The Company was de-registered in the Cayman Islands on June 16, 2011, and continued as an exempted company under the laws of Bermuda[21] - The ultimate controlling party is Ms. Lo Yuk Yee, who controls Pablos International Limited and is the Company's Chairperson and Executive Director[22] Basis of Preparation The unaudited condensed consolidated financial statements are prepared under HKFRS and GEM Listing Rules, using historical cost with revaluations, and new standards adopted this period caused no significant accounting policy changes - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the GEM Listing Rules[25] - The basis of preparation is historical cost, modified by the revaluation of investment properties and certain financial assets[25] - New standards, amendments to standards, and interpretations adopted for the first time in the current reporting period did not result in significant changes to the Group's accounting policies and reported amounts[25] Revenue and Other Income and Other Losses For the six months ended September 30, 2022, total revenue reached HK$13.37 million, primarily from advertising and investor relations services, while other income and losses totaled HK$3.45 million, mainly from shared administrative expenses and government grants Revenue Sources (For the Six Months Ended September 30) | Revenue Source | 2022 (HK$'000) | 2021 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Service income from providing financial information services | 128 | 190 | Decrease | | Advertising and investor relations services income | 12,595 | 7,301 | Significant growth | | Brokerage commission and service income from securities business | 2 | 106 | Significant decrease | | Loan interest income | — | 15 | Decrease | | Rental income from investment properties | 641 | 768 | Decrease | | Total Revenue | 13,366 | 8,380 | Growth | Other Income and Other Losses (For the Six Months Ended September 30) | Other Income Source | 2022 (HK$'000) | 2021 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Income from shared administrative expenses | 2,787 | 1,816 | Increase | | Government grants | 312 | — | New | | Interest income | 1 | 12 | Decrease | | Miscellaneous income | 353 | 17 | Significant increase | | Total Other Income and Other Losses | 3,453 | 1,845 | Growth | Segment Information The Group's operating segments include financial information, advertising, securities, lending, and property investment, with financial information and property investment being key revenue drivers and positive contributors, while securities and lending recorded losses Description of Segment Business The Group operates in four main segments: financial information, advertising and investor relations, securities (brokerage, underwriting, asset management), money lending, and property investment - The Group's operating segments include financial information, advertising and investor relations services, securities business, money lending business, and property investment business[29][30] Segment Results For the six months ended September 30, 2022, financial information, advertising, and investor relations services generated HK$12.72 million revenue and HK$1.56 million segment profit, while securities and lending incurred losses, and property investment contributed HK$0.64 million revenue and HK$0.49 million profit, leading to an overall HK$0.28 million profit before tax Segment Results (For the Six Months Ended September 30) | Segment | 2022 Revenue (HK$'000) | 2022 Segment Results (HK$'000) | 2021 Revenue (HK$'000) | 2021 Segment Results (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Financial information, advertising and investor relations services | 12,723 | 1,556 | 7,491 | (8,812) | | Securities business | 2 | (1,362) | 106 | (1,127) | | Money lending business | — | (4) | 15 | 11 | | Property investment business | 641 | 485 | 768 | 74 | | Group Profit/(Loss) before income tax | 284 | N/A | (10,308) | N/A | Timing of Revenue Recognition from Contracts with Customers (For the Six Months Ended September 30) | Timing of Revenue Recognition | 2022 (HK$'000) | 2021 (HK$'000) | | :--- | :--- | :--- | | At a point in time | 12,597 | 7,301 | | Over time | 128 | 296 | | Total | 12,725 | 7,597 | Segment Assets and Liabilities As of September 30, 2022, total assets were HK$69.74 million and total liabilities were HK$34.26 million, with financial information, advertising, investor relations, and property investment segments holding the largest shares of both Segment Assets and Liabilities (As at September 30) | Segment | 2022 Assets (HK$'000) | 2022 Liabilities (HK$'000) | Mar 31, 2022 Assets (HK$'000) | Mar 31, 2022 Liabilities (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Financial information, advertising and investor relations services | 31,514 | 22,265 | 31,199 | 22,472 | | Securities business | 7,876 | 382 | 7,161 | 388 | | Money lending business | 49 | — | 51 | — | | Property investment business | 30,305 | 11,614 | 29,739 | 11,046 | | Group Total | 69,744 | 34,261 | 68,150 | 33,906 | Finance Costs For the six months ended September 30, 2022, finance costs decreased to HK$391 thousand, mainly comprising interest expenses on bank borrowings and lease liabilities Finance Costs (For the Six Months Ended September 30) | Item | 2022 (HK$'000) | 2021 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Interest expense on bank borrowings | 318 | 436 | Decrease | | Interest expense on lease liabilities | 73 | 18 | Increase | | Total | 391 | 454 | Decrease | Profit/(Loss) Before Income Tax For the six months ended September 30, 2022, the Group achieved a profit before income tax of HK$284 thousand, a significant improvement from a prior-year loss, with key expenses including employee benefits and depreciation Components of Profit/(Loss) Before Income Tax (For the Six Months Ended September 30) | Item | 2022 (HK$'000) | 2021 (HK$'000) | | :--- | :--- | :--- | | Expenses relating to leased properties | 2,405 | 2,588 | | Depreciation of property, plant and equipment | 302 | 624 | | Depreciation of right-of-use assets | 1,832 | 377 | | Employee benefit expenses (including directors' emoluments) | 9,959 | 12,281 | Income Tax Expense For the six months ended September 30, 2022, the Group had no Hong Kong profits tax provision and approximately zero China income tax expense, as Chinese subsidiaries generated no assessable profits - For the six months ended September 30, 2022, the Group made no provision for Hong Kong profits tax[42] - China income tax was approximately zero, mainly derived from the net rental income of the Company's investment properties in China[44] Dividends The Board does not recommend the payment of a dividend for the six months ended September 30, 2022 - The Board does not recommend the payment of a dividend for the six months ended September 30, 2022[45] Loss Per Share For the six months ended September 30, 2022, basic loss per share significantly narrowed to 0.20 HK cents, with diluted loss per share not assuming exercise of anti-dilutive share options Loss Per Share (For the Six Months Ended September 30) | Metric | 2022 (HK cents) | 2021 (HK cents) | | :--- | :--- | :--- | | Basic and diluted loss per share | (0.20) | (1.80) | - Basic loss per share is calculated based on the loss attributable to owners of the Company of approximately HK$1,311,000 and the weighted average number of 666,538,774 ordinary shares in issue[45] - The exercise of outstanding share options was not assumed in the calculation of diluted loss per share as they had an anti-dilutive effect[46] Trade Receivables As of September 30, 2022, total trade receivables significantly increased to HK$11.12 million, with the largest portion over 90 days, suggesting a potential extension of collection periods Trade Receivables (As at September 30) | Metric | Sep 30, 2022 (HK$'000) | Mar 31, 2022 (HK$'000) | | :--- | :--- | :--- | | Total trade receivables | 11,124 | 4,206 | Ageing Analysis of Trade Receivables (As at September 30) | Ageing | Sep 30, 2022 (HK$'000) | Mar 31, 2022 (HK$'000) | | :--- | :--- | :--- | | 0 to 30 days | 4,216 | 1,625 | | 31 to 60 days | 269 | 922 | | 61 to 90 days | 100 | 88 | | Over 90 days | 6,539 | 1,571 | - The Group grants credit periods to customers ranging from 10 to 90 days[49] Cash and Cash Equivalents As of September 30, 2022, the Group's cash and cash equivalents decreased to HK$10.77 million Cash and Cash Equivalents (As at September 30) | Metric | Sep 30, 2022 (HK$'000) | Mar 31, 2022 (HK$'000) | | :--- | :--- | :--- | | Bank and cash in hand | 10,773 | 17,584 | Trade Payables As of September 30, 2022, total trade payables were HK$1.79 million, slightly lower than the previous period, with HK$184 thousand from securities brokerage and HK$1.60 million from other payables Trade Payables (As at September 30) | Metric | Sep 30, 2022 (HK$'000) | Mar 31, 2022 (HK$'000) | | :--- | :--- | :--- | | Trade payables from securities brokerage business | 184 | 238 | | Other trade payables | 1,604 | 1,604 | | Total | 1,788 | 1,842 | Ageing Analysis of Trade Payables to Financial Information Services Suppliers (As at September 30) | Ageing | Sep 30, 2022 (HK$'000) | Mar 31, 2022 (HK$'000) | | :--- | :--- | :--- | | Over 90 days | 1,604 | 1,604 | Borrowings As of September 30, 2022, total secured bank borrowings decreased to HK$10.99 million, collateralized by investment properties, land, buildings, and the Chairperson's personal guarantee, at a fixed annual interest rate of 5.4% Borrowings (As at September 30) | Metric | Sep 30, 2022 (HK$'000) | Mar 31, 2022 (HK$'000) | | :--- | :--- | :--- | | Secured bank borrowings | 10,986 | 12,342 | - The borrowings are secured by certain of the Group's investment properties, land and buildings, and personal guarantees provided by the Company's Chairperson for certain Group borrowings[54] - Outstanding borrowings of approximately HK$10,986,000 bear interest at a fixed annual rate of 5.4% and are denominated in RMB[55] Share Capital As of September 30, 2022, the Company's authorized share capital was HK$150 million, with issued and fully paid share capital of HK$6.67 million comprising 666,538,774 ordinary shares, unchanged from March 31, 2022 Share Capital Structure (As at September 30) | Metric | Number of Ordinary Shares | Par Value of Ordinary Shares (HK$'000) | | :--- | :--- | :--- | | Authorized share capital | 15,000,000,000 | 150,000 | | Issued and fully paid share capital | 666,538,774 | 6,665 | Related Party Transactions For the six months ended September 30, 2022, the Group conducted various transactions with related parties beneficially owned by Chairperson Ms. Lo Yuk Yee, including shared administrative expenses and rental payments Related Party Transactions (For the Six Months Ended September 30) | Transaction Type | Related Party | 2022 (HK$'000) | 2021 (HK$'000) | | :--- | :--- | :--- | :--- | | Financial information services income | Hong Kong Stock 100 Research Centre Limited | — | 1,250 | | Income from shared administrative expenses | International Links Limited | 360 | 360 | | Income from shared administrative expenses | Maxx Capital Finance Limited | 1,072 | 777 | | Income from shared administrative expenses | China-Hong Kong Financial Holdings Limited | — | 300 | | Rental expenses | E-Dynamic Limited | 1,620 | 2,028 | - All listed related party companies are beneficially owned by Ms. Lo Yuk Yee, the Company's Chairperson and Executive Director[59] Events After the Reporting Period As of the report date, there were no significant events after the reporting period, other than those already disclosed - Save for the matters disclosed above, there were no significant events after the end of the period and up to the date of this report[60] Management Discussion and Analysis Business Review The Group's business platforms, including Finance.ifeng.com and FinTV, focus on financial PR and brand promotion, with significant growth in advertising and investor relations, stable property investment, but challenges in securities and lending Financial Information, Advertising and Investor Relations Services Business Advertising and investor relations services remain the primary revenue source, with income rising due to increased client demand for online exposure amid anticipated pandemic easing and mainland China border reopening, while financial information services income is minor - Service income generated from advertising and investor relations services business continued to be the Group's primary revenue source[62] - The increase in revenue was due to increased demand from clients who anticipated easing of the pandemic and recovery, as well as the reopening of borders with mainland China, leading them to deploy in advance to increase online exposure[62] Property Investment Business Investment properties in the PRC consistently generate stable income for the Group - Investment properties located in the People's Republic of China continued to generate stable income for the Group[64] Securities Business The Group's securities business faced significant challenges during the period due to intense market competition - Due to intense market competition, the Group's securities business remained challenging during the period[65] Money Lending Business For the six months ended September 30, 2022, no loan interest income was generated from the money lending business, representing a decrease from the prior period Loan Interest Income (For the Six Months Ended September 30) | Metric | 2022 (HK$'000) | 2021 (HK$'000) | | :--- | :--- | :--- | | Loan interest income | — | 15 | Financial Review For the six months ended September 30, 2022, turnover grew by 59.5% to HK$13.37 million, while cost of sales increased by 100.6%, other income and losses significantly rose, general and administrative expenses decreased by 21.7%, and finance costs also fell, leading to a narrowed consolidated loss of HK$1.31 million attributable to owners Key Financial Review Data (For the Six Months Ended September 30) | Metric | 2022 (HK$'000) | 2021 (HK$'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Turnover | 13,366 | 8,380 | +59.5% | | Cost of sales | 722 | 360 | +100.6% | | Other income and other losses | 3,453 | 1,845 | Increase | | General and administrative expenses | 15,398 | 19,673 | -21.7% | | Finance costs | 391 | 454 | Decrease | | Consolidated loss attributable to owners of the Company | 1,311 | 11,968 | Loss narrowed | - The increase in other income and other losses was mainly due to an increase in government grants of approximately HK$312,000 and an increase in income from shared administrative expenses of approximately HK$971,000[69] - The decrease in general and administrative expenses was mainly due to reduced staff costs and professional fees[69] Liquidity and Financial Resources As of September 30, 2022, net current assets increased to HK$9.15 million and total equity to HK$35.48 million, reflecting improved financial position, despite a decrease in cash and cash equivalents Key Liquidity and Financial Resources Data (As at September 30) | Metric | Sep 30, 2022 (HK$'000) | Mar 31, 2022 (HK$'000) | | :--- | :--- | :--- | | Net current assets | 9,151 | 7,447 | | Total equity | 35,483 | 34,244 | | Cash and cash equivalents | 10,773 | 17,584 | | Unutilised bank facilities | Nil | Nil | Borrowings As of September 30, 2022, total outstanding bank borrowings decreased to approximately HK$10.99 million Total Outstanding Bank Borrowings (As at September 30) | Metric | Sep 30, 2022 (HK$'000) | Mar 31, 2022 (HK$'000) | | :--- | :--- | :--- | | Total outstanding bank borrowings | 10,986 | 12,342 | Pledged Assets As of September 30, 2022, the Group pledged property, plant, and equipment with an aggregate carrying amount of approximately HK$29.50 million as collateral for borrowing facilities - The Group pledged certain property, plant and equipment with an aggregate carrying amount of approximately HK$29,500,000 as collateral for its borrowing facilities[73] Gearing Ratio As of September 30, 2022, the Group's gearing ratio significantly increased to approximately 11.3% from 1.2% on March 31, 2022 Gearing Ratio (As at September 30) | Metric | Sep 30, 2022 (%) | Mar 31, 2022 (%) | | :--- | :--- | :--- | | Gearing ratio | 11.3% | 1.2% | Prospects The Group plans to strengthen financial news services, enhance investor relations through Modern Television, expand FinNet Securities' services for management and performance fees, and closely monitor equity investments and market volatility to mitigate financial risks - The Group will continue to allocate resources to consolidate its leading position in providing financial news services and strengthen the development of its digital marketing business[76] - The investor relations business is expected to become a profit driver for the Group in the coming years, covering listed companies and pre-IPO projects[76] - FinNet Securities Limited will expand its service scope to include discretionary portfolio management, private equity investment advisory and management, expecting to generate substantial management and performance fees from fund management business[77] - Management will closely monitor the performance of equity investments and market volatility to mitigate potential financial risks associated with equity investments[77] Material Investments Held, Material Acquisitions and Disposals of Subsidiaries and Associated Companies As of September 30, 2022, the Group held no material investments exceeding 5% of total assets, and there were no material acquisitions or disposals of subsidiaries or associated companies during the reporting period - As at September 30, 2022, no material investments exceeding 5% of the Group's total assets were held[79] - During the reporting period, there were no material acquisitions or disposals of subsidiaries and associated companies by the Group[80] Exchange Rate Fluctuation Risk The Group is exposed to currency risk from RMB-denominated investment properties, but Directors deem it immaterial and will consider specific hedging arrangements if necessary - The Group holds investment properties denominated in RMB, and is thus exposed to currency risk[81] - The Directors consider such currency risk not material and will implement specific hedging arrangements if needed in the future[81] Contingent Liabilities As of September 30, 2022, the Group had no material contingent liabilities - As at September 30, 2022, the Group had no material contingent liabilities[82] Employee Information As of September 30, 2022, the Group's employee count decreased to 58, with a corresponding reduction in total staff costs, while providing MPF contributions and medical insurance benefits Employee Count and Costs (As at September 30) | Metric | Sep 30, 2022 | Mar 31, 2022 | | :--- | :--- | :--- | | Number of full-time employees | 58 | 79 | | Total staff costs (For the six months ended Sep 30) | 9,959 HK$'000 | 12,281 HK$'000 | - Other employee benefits provided by the Group include Mandatory Provident Fund contributions under the Mandatory Provident Fund Schemes Ordinance and medical insurance[83] Events After the Reporting Period As of the report date, there were no significant events after the reporting period, other than those already disclosed - Save for the matters disclosed above, there were no significant events after the end of the period and up to the date of this report[84] Equity and Corporate Governance Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares As of September 30, 2022, Executive Director Ms. Lo Yuk Yee held a 65.27% interest in the Company's issued shares, including both beneficial ownership and interests through controlled corporations Directors' and Chief Executive's Long Positions in the Company's Shares (As at September 30) | Name of Director | Capacity | Number of Shares Held | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Ms. Lo Yuk Yee | Beneficial owner | 43,458,058 (L) | 65.27% | | Ms. Lo Yuk Yee | Interest in controlled corporation | 391,597,678 (L) | 65.27% | - Ms. Lo Yuk Yee controls 391,597,678 ordinary shares through her wholly-owned Pablos International Limited and Maxx Capital International Limited[88] - As at September 30, 2022, the Company had 666,538,774 ordinary shares in issue[89] Substantial Shareholders' Interests and Short Positions in the Company's Shares As of September 30, 2022, Pablos International Limited and Maxx Capital International Limited each held 58.75% of the Company's shares, with Broadgain International Limited and Wang Yuan also holding over 5% Substantial Shareholders' Long Positions in the Company's Shares (As at September 30) | Name of Shareholder | Capacity | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Pablos International Limited | Interest in controlled corporation | 391,597,678 (L) | 58.75% | | Maxx Capital International Limited | Beneficial owner | 391,597,678 (L) | 58.75% | | Broadgain International Limited | Beneficial owner | 47,052,000 (L) | 7.06% | | Wang Yuan | Beneficial owner | 39,000,000 (L) | 5.85% | - Both Pablos International Limited and Maxx Capital International Limited are wholly-owned by Ms. Lo, a Director of the Company[92] Share Option Movements For the six months ended September 30, 2022, employee share options decreased from 16.9 million to 11.5 million due to 5.4 million forfeitures, with an exercise price of HK$0.64 and a two-year vesting period Details of Share Option Movements (For the Six Months Ended September 30) | Name of Grantee | Balance as at Apr 1, 2022 | Number of Options Granted During the Period | Number of Options Forfeited During the Period | Balance as at Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Employees | 16,900,000 | — | (5,400,000) | 11,500,000 | - The share options have an exercise price of HK$0.64, are valid until September 3, 2024, and have a vesting period of two years from December 1, 2020[96] Competing Interests For the six months ended September 30, 2022, no Directors, management shareholders, substantial shareholders, or their associates had any competing business interests or conflicts of interest with the Group - For the six months ended September 30, 2022, no Director, management shareholder, or substantial shareholder of the Company, or any of their respective associates, engaged in any business that competes or may compete with the Group's business, nor had any other conflicts of interest with the Group[97] Audit Committee The Audit Committee, composed of three independent non-executive Directors, reviews and oversees the Group's financial reporting and internal controls, having reviewed the unaudited condensed consolidated financial statements for the six months ended September 30, 2022 - The Audit Committee comprises three independent non-executive Directors: Mr. Wong Wai Kin (Chairman), Mr. Wong Kwok Yin, and Mr. Chu Ka Chung[99] - The primary duties of the Audit Committee are to review and oversee the Group's financial reporting and internal control procedures[100] - The Group's unaudited condensed consolidated financial statements for the six months ended September 30, 2022, have been reviewed by the Company's Audit Committee[100] Directors' Contractual Interests The Group has not entered into any contracts where Directors had direct or indirect material interests, except for related party transactions detailed in Note 15 - Save for the transactions described in Note 15 to the unaudited condensed consolidated financial statements, the Group has not entered into any contracts in which a Director had a direct or indirect material interest[101] Directors' Securities Transactions For the six months ended September 30, 2022, the Company adopted and all Directors complied with a code of conduct for securities transactions, no less exacting than GEM Listing Rules - The Company has adopted a code of conduct regarding Directors' securities transactions, the terms of which are no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[102] - Throughout the six months ended September 30, 2022, all Directors complied with the required standard of dealings and their code of conduct regarding securities transactions[102] Purchase, Sale or Redemption of the Company's Listed Shares For the six months ended September 30, 2022, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed shares - For the six months ended September 30, 2022, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares[103] Corporate Governance Practices For the six months ended September 30, 2022, the Company complied with GEM Listing Rules' Corporate Governance Code, with deviations noted for the combined Chairperson/CEO role and lack of Directors' legal action insurance, which the Board will review - The Company complied with the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules, save for the deviation where the roles of Chairperson and Chief Executive Officer are combined and held by one person[105] - Ms. Lo Yuk Yee holds both the roles of Chairperson of the Board and Chief Executive Officer of the Company, an arrangement the Board believes is beneficial to the Group's management and business development[105] - The Company currently does not purchase insurance against legal actions targeting Directors, and the Board will review the need for such insurance policies from time to time[105] Acknowledgement The Board expresses sincere gratitude to clients, business partners, shareholders for their continued support, and to all staff for their dedication and hard work - The Board extends its sincere gratitude to the Group's clients, business partners, and shareholders for their continued support and trust[106] - The Board also sincerely thanks all Group employees for their dedication and hard work during the period[106]