WT集团(08422) - 2022 - 中期财报

Financial Performance This section provides a comprehensive overview of the Group's financial performance, including key financial statements and their respective analyses Unaudited Condensed Consolidated Statement of Comprehensive Income For the six months ended December 31, 2021, the Group's revenue significantly increased, but the loss for the period expanded due to increased share-based payment expenses Unaudited Condensed Consolidated Statement of Comprehensive Income Summary | Metric | Six Months Ended December 31, 2021 (thousand HKD) | Six Months Ended December 31, 2020 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 28,851 | 12,212 | 136.2% | | Gross Profit/(Loss) | 1,426 | (756) | N/A (Turned from loss to profit) | | Loss Before Income Tax | (6,161) | (3,811) | 61.7% (Loss widened) | | Loss and Total Comprehensive Loss Attributable to Owners of the Company | (6,161) | (3,775) | 63.2% (Loss widened) | | Basic and Diluted Loss Per Share (HK cents) | (0.60) | (0.38) | 57.9% (Loss increased) | Unaudited Condensed Consolidated Statement of Financial Position As of December 31, 2021, the Group's net current assets and total equity both increased, indicating an improved financial position Unaudited Condensed Consolidated Statement of Financial Position Summary | Metric | December 31, 2021 (thousand HKD) | June 30, 2021 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Net Current Assets | 62,522 | 57,528 | 8.7% | | Total Equity | 62,546 | 57,445 | 8.9% | | Trade and Project Retention Receivables, Net | 10,181 | 271 | 3651.3% | | Cash and Cash Equivalents | 36,349 | 49,447 | -26.5% | Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended December 31, 2021, total equity increased to HKD 62.55 million, primarily driven by share placement and share-based payment expenses, despite a period loss - Total equity increased to HKD 62,546 thousand as of December 31, 2021, an 8.9% increase from HKD 57,445 thousand on July 1, 2021[8] - Loss and total comprehensive loss for the period amounted to (HKD 6,161) thousand[8] - Share-based payment expenses were HKD 3,115 thousand[8] - Issuance of shares from placement resulted in an HKD 8,147 thousand increase in total equity[8] Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended December 31, 2021, net cash outflow from operating activities was HKD 20.96 million, leading to a net decrease of HKD 13.10 million in cash and cash equivalents, with an ending balance of HKD 36.35 million Unaudited Condensed Consolidated Statement of Cash Flows Summary | Metric | Six Months Ended December 31, 2021 (thousand HKD) | Six Months Ended December 31, 2020 (thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | (20,955) | 11,196 | Turned from inflow to outflow | | Net Cash from Financing Activities | 7,846 | (89) | Turned from outflow to inflow | | Net Cash and Cash Equivalents | (13,098) | 11,118 | Turned from increase to decrease | | Cash and Cash Equivalents at End of Period | 36,349 | 49,114 | -26.0% | Notes to the Unaudited Condensed Consolidated Interim Financial Statements This section provides detailed notes to the unaudited condensed consolidated interim financial statements, covering general information, accounting policies, risk management, and specific financial items General Information WT Group Holdings Limited, incorporated in the Cayman Islands, primarily engages in specialized and general building works in Hong Kong, with shares listed on GEM since December 2017 - The company was incorporated in the Cayman Islands as an exempted company on July 11, 2017[11] - Primarily engaged in specialized and general building works in Hong Kong[11] - Shares were listed on GEM of the Stock Exchange on December 28, 2017[12] Basis of Preparation and Accounting Policies Financial statements are prepared under HKAS 34 and GEM Listing Rules, using historical cost convention, with new standards effective July 1, 2021, having no significant impact - Prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and Chapter 18 of the GEM Listing Rules[13] - Accounting policies are consistent with the consolidated financial statements for the year ended June 30, 2021, except for new standards[13] - Adoption of new standards had no significant impact on the Group's financial position and operating results[15] Financial Risk Management and Financial Instruments The Group faces credit, cash flow, fair value interest rate, and liquidity risks, with unchanged risk management policies since June 30, 2021, and book values of financial instruments approximating fair values - The business is exposed to credit risk, cash flow and fair value interest rate risk, and liquidity risk[16] - Risk management policies have not changed since June 30, 2021[17] - The carrying amounts of current financial assets and liabilities approximate their fair values[18] Critical Accounting Estimates and Judgements Financial statement preparation involves management judgments, estimates, and assumptions, with key sources of uncertainty consistent with the most recent annual report - Preparation of financial statements requires management to make judgments, estimates, and assumptions[19] - Key sources of judgment and estimation uncertainty are consistent with the most recent annual report[19] Revenue and Segment Information All Group revenue is derived from contract revenue, primarily from specialized and general building works in Hong Kong, with all operations consolidated into a single operating segment - All revenue is contract revenue[20] - Primarily engaged in specialized and general building works in Hong Kong[20] - All operations are aggregated into a single operating segment, thus no operating segment or geographical analysis is presented[20][21] Other Income For the six months ended December 31, 2021, other income was mainly HKD 11 thousand from miscellaneous sources, compared to HKD 712 thousand from government grants in the prior year - Other income for the six months in 2021 was HKD 11 thousand, primarily from "others"[22] - Other income for the six months in 2020 was HKD 712 thousand, primarily from government grants[22] Loss Before Income Tax For the six months ended December 31, 2021, loss before income tax was HKD 6.16 million, mainly due to increased employee benefit expenses, including HKD 3.12 million in share-based payment expenses, and higher construction costs Loss Before Income Tax Components | Metric | Six Months Ended December 31, 2021 (thousand HKD) | Six Months Ended December 31, 2020 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Employee Benefit Expenses | 7,502 | 4,832 | 55.2% | | Share-based Payment Expenses | 3,115 | 0 | N/A (New) | | Construction Costs | 27,425 | 12,968 | 111.5% | Finance Costs The Group's finance costs primarily consist of interest on lease liabilities, which increased to HKD 17 thousand for the six months ended December 31, 2021, compared to the prior year - Finance costs primarily consist of interest on lease liabilities[25] - Interest on lease liabilities for the six months in 2021 was HKD 17 thousand, an increase from HKD 11 thousand in the same period of 2020[25] Income Tax Credit For the six months ended December 31, 2021, the Group had no assessable profits, resulting in no Hong Kong profits tax provision, and entities in BVI or Cayman Islands are tax-exempt, leading to zero income tax credit - The Group had no assessable profits during the period, thus no Hong Kong profits tax provision was made[26] - Entities registered in the British Virgin Islands or Cayman Islands are exempt from taxation[26] Income Tax Credit Summary | Metric | Six Months Ended December 31, 2021 (thousand HKD) | Six Months Ended December 31, 2020 (thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Income Tax Credit | 0 | 36 | -100% | Dividends For the six months ended December 31, 2021, the Board of Directors did not recommend the payment of any dividends - The Directors do not recommend the payment of any dividends[27] Loss Per Share For the six months ended December 31, 2021, the Group's basic and diluted loss per share increased to HK 0.60 cents, up from HK 0.38 cents in the prior year, mainly due to widened loss and increased weighted average ordinary shares Loss Per Share Analysis | Metric | Six Months Ended December 31, 2021 | Six Months Ended December 31, 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Loss Per Share (HK cents) | (0.60) | (0.38) | 57.9% (Loss increased) | | Weighted Average Number of Ordinary Shares (thousand shares) | 1,031,522 | 1,000,000 | 3.2% | - Diluted loss per share is equal to basic loss per share as there are no potential dilutive ordinary shares[30] Trade and Project Retention Receivables As of December 31, 2021, net trade and project retention receivables significantly increased to HKD 10.18 million, primarily due to a substantial rise in trade receivables, with credit terms ranging from 30 to 180 days Trade and Project Retention Receivables Summary | Metric | December 31, 2021 (thousand HKD) | June 30, 2021 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Trade and Project Retention Receivables, Net | 10,181 | 271 | 3651.3% | | Trade Receivables | 10,500 | 521 | 1915.4% | - The Group grants credit periods ranging from 30 to 180 days to third-party customers and holds no collateral as security[33] Contract Assets As of December 31, 2021, net contract assets decreased to HKD 10.52 million from HKD 12.30 million on June 30, 2021, mainly due to a reduction in uncertified work in progress Contract Assets Summary | Metric | December 31, 2021 (thousand HKD) | June 30, 2021 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Net Contract Assets | 10,524 | 12,301 | -14.4% | | Uncertified Work in Progress | 2,225 | 4,450 | -50.0% | | Project Retention Receivables (Contract Assets) | 8,585 | 8,186 | 4.9% | Deposits, Prepayments and Other Receivables As of December 31, 2021, net deposits, prepayments, and other receivables significantly increased to HKD 6.18 million, primarily driven by a substantial rise in deposits and other receivables Deposits, Prepayments and Other Receivables Summary | Metric | December 31, 2021 (thousand HKD) | June 30, 2021 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Deposits, Prepayments and Other Receivables, Net | 6,175 | 1,153 | 435.6% | | Deposits and Other Receivables | 5,920 | 1,130 | 423.9% | Restricted Cash and Cash and Cash Equivalents As of December 31, 2021, restricted cash increased to HKD 5.53 million, primarily as collateral for performance bonds, while cash and cash equivalents decreased to HKD 36.35 million Restricted Cash and Cash and Cash Equivalents Summary | Metric | December 31, 2021 (thousand HKD) | June 30, 2021 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Restricted Cash | 5,528 | 2,100 | 163.2% | | Cash and Cash Equivalents | 36,349 | 49,447 | -26.5% | - Restricted cash represents deposits pledged as collateral for performance bonds and does not bear interest[37] Trade and Project Retention Payables As of December 31, 2021, total trade and project retention payables decreased to HKD 3.12 million, mainly due to a significant reduction in trade payables Trade and Project Retention Payables Summary | Metric | December 31, 2021 (thousand HKD) | June 30, 2021 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Trade and Project Retention Payables | 3,116 | 5,094 | -38.8% | | Trade Payables | 742 | 2,881 | -74.2% | - The average credit period for trade payables is generally 30 days[39] Accruals and Other Payables As of December 31, 2021, accruals and other payables increased to HKD 2.77 million, primarily due to higher accrued legal and professional fees Accruals and Other Payables Summary | Metric | December 31, 2021 (thousand HKD) | June 30, 2021 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Accruals and Other Payables | 2,766 | 2,277 | 21.5% | | Accrued Legal and Professional Fees | 1,421 | 1,016 | 39.9% | Share Capital As of December 31, 2021, the Company's issued share capital increased to HKD 12.00 million, mainly due to the issuance of 200,000,000 new shares at a placement price of HKD 0.042 per share Share Capital Summary | Metric | December 31, 2021 (thousand HKD) | June 30, 2021 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Issued and Fully Paid Share Capital | 12,000 | 10,000 | 20.0% | - On December 3, 2021, the Company placed 200,000,000 new shares at a price of HKD 0.042 per placing share[43] Significant Related Party Transactions For the six months ended December 31, 2021, total key management personnel compensation increased to HKD 3.09 million, mainly due to the recognition of HKD 1.30 million in share-based payment expenses Key Management Personnel Compensation | Metric | Six Months Ended December 31, 2021 (thousand HKD) | Six Months Ended December 31, 2020 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Key Management Personnel Compensation | 3,090 | 2,381 | 29.8% | | Share-based Payment Expenses | 1,303 | 0 | N/A (New) | Contingent Liabilities As of December 31, 2021, the Group's contingent liabilities for performance guarantees on construction contracts increased to HKD 5.53 million Contingent Liabilities for Performance Guarantees | Metric | December 31, 2021 (HKD) | June 30, 2021 (HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Performance Guarantees | 5,528,000 | 2,100,000 | 163.2% | - Performance guarantees are expected to be released in accordance with the terms of each construction contract[45] Management Discussion and Analysis This section provides management's discussion and analysis of the Group's business review, financial performance, future prospects, liquidity, and key risks Business Review The Group primarily engages in specialized and general building works in Hong Kong, reporting a net loss of approximately HKD 6.2 million for the six months ended December 31, 2021, mainly due to HKD 3.1 million in share-based payment expenses - The Group primarily provides specialized and general building works as a contractor in Hong Kong through its operating subsidiaries[46] Net Loss Comparison | Metric | Six Months Ended December 31, 2021 (million HKD) | Six Months Ended December 31, 2020 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Net Loss | 6.2 | 3.8 | 63.2% (Loss widened) | - The increase in net loss was mainly due to the recognition of HKD 3.1 million in share-based payment expenses[46] Financial Review The Group's financial performance for the six months ended December 31, 2021, showed significant revenue growth and a shift from gross loss to gross profit, but administrative expenses increased due to share-based payments, widening the net loss Revenue For the six months ended December 31, 2021, the Group's revenue increased to HKD 28.9 million, primarily driven by an increased number of construction projects undertaken Total Revenue Comparison | Metric | Six Months Ended December 31, 2021 (million HKD) | Six Months Ended December 31, 2020 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 28.9 | 12.2 | 136.9% | - The increase in revenue was mainly due to the higher number of construction projects undertaken by the Group for the six months ended December 31, 2021, compared to the same period in 2020[47] Gross Profit/(Loss) and Gross Profit/(Loss) Margin For the six months ended December 31, 2021, the Group's gross profit turned from loss to HKD 1.4 million, with a gross profit margin of approximately 4.9%, driven by more projects and improved overall margins Gross Profit/(Loss) and Margin Comparison | Metric | Six Months Ended December 31, 2021 | Six Months Ended December 31, 2020 | Change | | :--- | :--- | :--- | :--- | | Gross Profit/(Loss) | Approximately HKD 1.4 million (Gross Profit) | Approximately HKD 0.8 million (Gross Loss) | Turned from loss to profit | | Gross Profit/(Loss) Margin | Approximately 4.9% (Gross Profit Margin) | Approximately 6.2% (Gross Loss Margin) | Turned from loss to profit | - The shift from gross loss and gross loss margin to gross profit and gross profit margin was mainly due to an increased number of construction projects and improved overall project gross margins[48] Administrative Expenses For the six months ended December 31, 2021, administrative expenses increased to HKD 7.6 million, primarily due to the recognition of approximately HKD 3.1 million in share-based payment expenses Administrative Expenses Comparison | Metric | Six Months Ended December 31, 2021 (million HKD) | Six Months Ended December 31, 2020 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Administrative Expenses | 7.6 | 3.8 | 100.0% | - The increase in administrative expenses was mainly due to the recognition of approximately HKD 3.1 million in share-based payment expenses for the period ended December 31, 2021[49] Income Tax Credit For the six months ended December 31, 2021, the Group had no assessable profits, thus no Hong Kong profits tax provision was made - For the six months ended December 31, 2021 and 2020, the Group had no assessable profits, and therefore no Hong Kong profits tax provision was made[50] Loss and Total Comprehensive Loss Attributable to Owners of the Company For the six months ended December 31, 2021, the loss and total comprehensive loss attributable to owners of the Company increased to HKD 6.2 million, mainly due to the recognition of HKD 3.1 million in share-based payment expenses Loss and Total Comprehensive Loss Comparison | Metric | Six Months Ended December 31, 2021 (million HKD) | Six Months Ended December 31, 2020 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Loss and Total Comprehensive Loss | 6.2 | 3.8 | 63.2% (Loss increased) | - The increase in net loss after tax was mainly due to the recognition of HKD 3.1 million in share-based payment expenses[51] Prospects The Group anticipates a challenging business environment with ongoing COVID-19 risks but is optimistic about opportunities from Hong Kong's Northern Metropolis development, focusing on foundation, renovation, and superstructure works, while exploring other investments - The business environment is expected to remain challenging, with the ongoing spread of COVID-19 increasing the Group's overall operating risks[52] - Optimistic about construction market opportunities arising from the Hong Kong Government's recently announced plan to develop the Northern Metropolis for housing and technology[52] - Will focus on foundation and site formation works, renovation works, and superstructure construction projects to capture more business opportunities[52] - The Directors will also consider other investment opportunities to expand the Group's revenue streams[52] Liquidity and Financial Resources As of December 31, 2021, the Group maintained a sound financial position with a current ratio of approximately 11.0 times, despite a decrease in bank balances and cash, offset by an increase in restricted cash Liquidity and Financial Resources Summary | Metric | December 31, 2021 (million HKD) | June 30, 2021 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Bank Balances and Cash | 36.3 | 49.4 | -26.5% | | Restricted Cash Balances | 5.5 | 2.1 | 161.9% | | Current Ratio (times) | 11.0 | 8.3 | 32.5% | - The Directors believe the Group's financial position is sound, enabling it to expand its core business and achieve its business objectives[54] Gearing Ratio As of December 31, 2021, the Group's gearing ratio was approximately 0.6%, a 50% decrease from 1.2% on June 30, 2021, indicating reduced financial leverage Gearing Ratio Comparison | Metric | December 31, 2021 | June 30, 2021 | Change | | :--- | :--- | :--- | :--- | | Gearing Ratio | Approximately 0.6% | Approximately 1.2% | Decreased by 50% | - Total debt refers to lease liabilities[55] Pledge of the Group's Assets As of December 31, 2021, the Group pledged approximately HKD 5.5 million in deposits as collateral for performance guarantees Pledged Deposits | Metric | December 31, 2021 (million HKD) | June 30, 2021 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Pledged Deposits | 5.5 | 2.1 | 161.9% | - Pledged deposits serve as collateral for obtaining performance guarantees[56] Foreign Exchange Risk The Group's operations, transactions, and monetary assets/liabilities are primarily denominated in HKD in Hong Kong, thus it faces no significant foreign exchange fluctuation risk and has no hedging policy - Most of the Group's revenue-generating operations are conducted in Hong Kong, with transactions, monetary assets, and liabilities denominated in HKD[58] - The Group is not exposed to significant foreign exchange fluctuation risk[58] - The Group currently has no foreign currency hedging policy[58] Capital Structure The Group's capital structure has not significantly changed since June 30, 2021, apart from the placement activities disclosed in the "Fund Raising and Use of Proceeds" section - The Group's capital structure has not undergone significant changes since June 30, 2021, except as disclosed in the "Fund Raising and Use of Proceeds" section[59] Fund Raising and Use of Proceeds On December 3, 2021, the Company completed a placement of 200,000,000 new shares, raising net proceeds of approximately HKD 8.1 million, intended for construction projects and general working capital, with HKD 1.0 million used for working capital by December 31, 2021 - On December 3, 2021, the Company allotted and issued 200,000,000 new shares at HKD 0.042 per placing share[60] - Net proceeds from the placement were approximately HKD 8.1 million[60] - Net proceeds were intended for approximately HKD 5.1 million for the Group's construction projects and approximately HKD 3.0 million for general working capital[60] - As of December 31, 2021, approximately HKD 1.0 million of the net proceeds had been used for the Group's general working capital[60] Treasury Policy The Board will continue to follow a prudent policy in managing cash balances, maintaining a strong liquidity position to capitalize on future growth opportunities - The Directors will continue to follow a prudent policy in managing the Group's cash balances[61] - Maintaining a strong and sound liquidity position ensures the Group can fully leverage future growth opportunities[61] Principal Risks and Uncertainties The Group faces various business risks, including uncertainties in project bidding, inaccurate cost estimations, reliance on subcontractors, customer credit risk, and impacts from the Hong Kong construction industry and overall economic conditions - The Group's revenue depends on successful bidding or tendering for non-recurring specialized and general building works projects[62] - Inaccurate project cost estimations and/or project delays may lead to cost overruns or even losses[62] - The Group relies on subcontractors for certain site works, and their unsatisfactory performance could adversely affect operations and profitability[62] - The Group faces credit risk from customers; if customers fail to pay on time or in full, liquidity may be adversely affected[66] - The Group's performance is dependent on trends and developments in the Hong Kong construction industry, as well as market conditions and the overall economic and political situation in Hong Kong[66] Capital Commitments As of December 31, 2021, the Group had no capital commitments - As of December 31, 2021, the Group had no capital commitments[63] Material Investments Held, Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies For the six months ended December 31, 2021, the Company held no material investments, acquisitions, or disposals of subsidiaries and affiliated companies, other than those disclosed in this report - For the six months ended December 31, 2021, the Company held no material investments, material acquisitions, or disposals of subsidiaries and affiliated companies[64] Employees and Remuneration Policy As of December 31, 2021, the Company had 26 employees with employee benefit expenses of approximately HKD 7.5 million, and its remuneration policy is based on position, qualifications, and performance, supported by a share option scheme Employee Statistics and Benefit Expenses | Metric | December 31, 2021 | June 30, 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Number of Employees | 26 | 21 | 23.8% | | Employee Benefit Expenses (six months, million HKD) | 7.5 | 4.8 | 56.3% | - The Group remunerates staff based on their position, qualifications, and performance, with bonuses paid referencing results and employee performance[65] - The Company has a share option scheme to incentivize and reward participants for their contributions to the Group[65] Other Information This section covers other important information, including disclosure of interests, competing interests, securities transactions, corporate governance, dividends, post-reporting events, share option scheme details, and the audit committee's review Disclosure of Interests This section discloses the interests and short positions of directors, chief executives, and substantial shareholders in the Company's shares or underlying shares, including share options held by four directors and significant holdings by China Silver Asset Management Limited A. Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares or Debentures As of December 31, 2021, four directors (Mr. Kam Kin Pan, Ms. Wong Mei Chun, Ms. Chan Sin Wah, Mr. Yu Tat Chi) each held 10,000,000 unlisted share options, representing approximately 8.33% of the Company's total issued share capital Directors' and Chief Executive's Interests in Share Options | Director Name | Capacity | Number of Unlisted Share Options | Approximate Percentage of Total Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Kam Kin Pan | Beneficial Owner | 10,000,000 | 8.33% | | Ms. Wong Mei Chun | Beneficial Owner | 10,000,000 | 8.33% | | Ms. Chan Sin Wah | Beneficial Owner | 10,000,000 | 8.33% | | Mr. Yu Tat Chi | Beneficial Owner | 10,000,000 | 8.33% | B. Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares or Underlying Shares As of December 31, 2021, China Silver Asset Management Limited (as investment manager) and CS Asia Opportunities Master Fund (as beneficial owner) each held 167,580,000 shares, representing approximately 13.97% of the Company's total issued share capital Substantial Shareholders' Interests | Shareholder Name | Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of Total Issued Share Capital | | :--- | :--- | :--- | :--- | | China Silver Asset Management Limited | Investment Manager | 167,580,000 | 13.97% | | CS Asia Opportunities Master Fund | Beneficial Owner | 167,580,000 | 13.97% | Competing Interests As of December 31, 2021, and up to the report date, the Directors were unaware of any direct or indirect competing business interests held by any Director, controlling shareholder, or their close associates - The Directors are unaware of any business or interest of any Director, controlling shareholder, or their respective close associates that directly or indirectly competes or may compete with the Group's business[72] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended December 31, 2021, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended December 31, 2021, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[74] Corporate Governance Code The Company has complied with all applicable provisions of the Corporate Governance Code, with the exception of the Chairman and Executive Director, Mr. Kam Kin Pan, holding both roles, which the Board believes is in the Group's best interest - The Company has complied with all applicable code provisions of the Corporate Governance Code[75] - A deviation from Code Provision A.2.1 of the Corporate Governance Code exists as Mr. Kam Kin Pan serves as both Chairman and Executive Director, managing both the Board and daily operations[75] - The Board believes that Mr. Kam's dual role facilitates management efficiency and business development, serving the Group's best interests[75] Directors' Securities Transactions Following inquiries with all Directors, it is confirmed that the Model Code for Securities Transactions by Directors of Listed Issuers, as stipulated by the GEM Listing Rules, was complied with for the six months ended December 31, 2021 - All Directors confirmed compliance with the required standards of dealing and the Model Code for Securities Transactions by Directors of Listed Issuers for the six months ended December 31, 2021[77] Interim Dividend For the six months ended December 31, 2021, the Board of Directors did not recommend the payment of an interim dividend - For the six months ended December 31, 2021, the Board of Directors did not recommend the payment of an interim dividend[78] Events After the Reporting Period As of the report date, the Board of Directors was not aware of any significant disclosable events occurring after the reporting period - As of the date of this report, the Board of Directors was not aware of any significant disclosable events occurring after the reporting period[79] Share Option Scheme The Company adopted a share option scheme on December 1, 2017, and granted 100,000,000 share options to eligible participants on October 8, 2021, with a fair value of approximately HKD 3.12 million, recognized as share-based payment expenses - The Company adopted a share option scheme on December 1, 2017, with a 10-year validity period[80] - On October 8, 2021, a total of 100,000,000 share options were granted to eligible participants under the scheme[80] - The fair value per share option on the grant date was HKD 0.031, totaling approximately HKD 3,115,000[81] - HKD 3,115,000 was deducted as share-based payment expenses in the profit or loss for the six months ended December 31, 2021[81] Disposal of Shares by a Controlling Shareholder Controlling shareholder Tak Wing Venture Limited sold 576,600,000 shares of the Company on July 21, 2021, representing approximately 57.66% of the total issued shares, after which Tak Wing no longer held any Company shares - Tak Wing Venture Limited sold 576,600,000 shares of the Company on the open market on July 21, 2021[83] - The shares sold represented approximately 57.66% of the Company's total issued shares[83] - Immediately following the disposal, Tak Wing held no shares in the Company[83] Audit Committee The Audit Committee, comprising three independent non-executive directors and chaired by Mr. Leung Chi Hung, reviewed the Group's unaudited condensed consolidated interim financial statements for the six months ended December 31, 2021, deeming them prepared in compliance with applicable accounting standards and GEM Listing Rules - The Audit Committee currently comprises three independent non-executive Directors, with Mr. Leung Chi Hung as Chairman[84] - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim financial statements for the six months ended December 31, 2021[84] - The Audit Committee believes the financial statements were prepared in accordance with applicable accounting standards and the GEM Listing Rules, with adequate disclosures[84] By Order of the Board This report was issued by Mr. Kam Kin Pan, Chairman and Executive Director of WT Group Holdings Limited, on behalf of the Board on February 11, 2022, detailing the Board members and report dissemination channels - This report was issued by Mr. Kam Kin Pan, Chairman and Executive Director of WT Group Holdings Limited, on February 11, 2022[85] - The Board of Directors includes Executive Directors Mr. Kam Kin Pan (Chairman) and Ms. Wong Mei Chun; and Independent Non-executive Directors Ms. Chan Sin Wah, Mr. Leung Chi Hung, and Mr. Yu Tat Chi[86] - This report will be available on the GEM website and the Company's website for at least seven consecutive days from the date of publication[86]