CNT GROUP(00701) - 2023 - 中期业绩

Company Information Provides essential identification details for CNT GROUP LIMITED, including its stock code and report type - Company Name: CNT GROUP LIMITED 北海集團有限公司[1] - Stock Code: 701[1] - Announcement Type: 2023 Interim Results Announcement[1] Financial Highlights Presents a concise overview of the Group's financial performance and position for the six months ended June 30, 2023 Financial Highlights for the Six Months Ended June 30, 2023 | Metric | 2023 (HK$ Thousand) | 2022 (HK$ Thousand) (Restated) | Change % | | :--- | :--- | :--- | :--- | | Results | | | | | Revenue | 256,288 | 321,696 | -20.3 | | Gross Profit | 81,222 | 69,882 | 16.2 | | Gross Profit Margin | 31.7% | 21.7% | 46.1 | | Loss for the Period | (6,033) | (58,812) | -89.7 | | Loss attributable to: | | | | | Equity holders of the Company | (3,315) | (46,080) | -92.8 | | Non-controlling interests | (2,718) | (12,732) | -78.7 | | Loss per share (HK Cents) Basic and diluted | (0.17) | (2.42) | -93.0 | | Financial Position | June 30, 2023 (HK$ Thousand) | December 31, 2022 (HK$ Thousand) | Change % | | Cash and cash equivalents and pledged deposits | 361,951 | 429,076 | -15.6 | | Bank borrowings | 263,300 | 289,116 | -8.9 | | Net asset value per share (HK$) | 0.79 | 0.83 | -4.8 | | Debt to capital ratio | 19.1% | 19.9% | -4.0 | | Shareholders' funds per share (HK$) | 0.72 | 0.76 | -5.3 | Condensed Consolidated Financial Statements Presents the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2023, including statements of profit or loss, comprehensive income, and financial position - The condensed consolidated interim financial statements are unaudited but have been reviewed by the Board's Audit Committee[4] - The financial statements cover the six months ended June 30, 2023[5] - Comparative figures are presented alongside those for the corresponding period in 2022[4] Condensed Consolidated Statement of Profit or Loss Details the Group's revenue, costs, and expenses, showing a significant reduction in loss for the period, primarily due to a fair value gain on investment properties Key Data from Condensed Consolidated Statement of Profit or Loss | Metric | 2023 (HK$ Thousand) | 2022 (HK$ Thousand) (Restated) | | :--- | :--- | :--- | | Revenue | 256,288 | 321,696 | | Cost of sales | (175,066) | (251,814) | | Gross Profit | 81,222 | 69,882 | | Other income and gains, net | 7,627 | 7,376 | | Selling and distribution expenses | (34,455) | (46,470) | | Administrative expenses | (56,171) | (70,110) | | Fair value gains/(losses) on investment properties, net | 12,834 | (5,198) | | Finance costs | (6,509) | (3,005) | | Loss before tax | (3,485) | (58,258) | | Loss for the period | (6,033) | (58,812) | | Loss attributable to owners of the parent | (3,315) | (46,080) | | Loss per share (HK Cents) Basic and diluted | (0.17) | (2.42) | - Loss for the period significantly narrowed by 89.7%, primarily due to a fair value gain on investment properties, reversing a prior loss[2][8] Condensed Consolidated Statement of Comprehensive Income Presents the total comprehensive loss for the period, influenced by exchange differences on overseas operations, with a significant year-on-year reduction in total comprehensive loss Key Data from Condensed Consolidated Statement of Comprehensive Income | Metric | 2023 (HK$ Thousand) | 2022 (HK$ Thousand) | | :--- | :--- | :--- | | Loss for the period | (6,033) | (58,812) | | Exchange differences on translation of overseas operations | (42,278) | (41,020) | | Other comprehensive loss for the period | (36,723) | (41,020) | | Total comprehensive loss for the period | (42,756) | (99,832) | | Total comprehensive loss attributable to owners of the parent | (33,205) | (79,269) | - Exchange differences on overseas operations led to an increase in other comprehensive loss, but the total comprehensive loss for the period significantly narrowed year-on-year[9][10] Condensed Consolidated Statement of Financial Position Provides an overview of the Group's assets, liabilities, and equity as of June 30, 2023, indicating a decrease in total assets and equity while maintaining healthy net current assets Key Data from Condensed Consolidated Statement of Financial Position | Metric | June 30, 2023 (HK$ Thousand) | December 31, 2022 (HK$ Thousand) | | :--- | :--- | :--- | | Total non-current assets | 1,369,961 | 1,391,219 | | Total current assets | 757,978 | 910,288 | | Total current liabilities | 555,613 | 653,245 | | Net current assets | 202,365 | 257,043 | | Total equity | 1,507,567 | 1,587,173 | | Equity attributable to owners of the parent | 1,379,290 | 1,450,569 | - Investment property value increased, but overall total non-current assets and current assets decreased[11] - Both total equity and equity attributable to owners of the parent decreased[12] Notes to the Condensed Consolidated Financial Statements Provides detailed explanations and disclosures supporting the condensed consolidated financial statements, including accounting policies, changes in standards, and segment information - The condensed consolidated interim financial statements are prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules")[14] - The unaudited condensed consolidated interim financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2022[14] Basis of Preparation and Accounting Policies Outlines the basis for preparing the interim financial statements, confirming consistency with prior annual financial statements except for newly adopted HKFRS - The accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those applied in the Group's annual consolidated financial statements for the year ended December 31, 2022, except for the adoption of new and revised Hong Kong Financial Reporting Standards[15] Changes in Accounting Policies and Disclosures Details the adoption of new HKFRS standards and amendments, noting that most changes have no material impact on the Group's financial position or performance - HKFRS 17 and its amendments, along with amendments to HKAS 1, HKAS 8, and HKAS 12, have been adopted[16] - Amendments to HKAS 8 clarify the distinction between accounting estimates and changes in accounting policies, with no impact on the Group's financial position or performance[18] - Amendments to HKAS 12 regarding deferred tax have no impact on the Group, as relevant deferred tax assets and liabilities are already recognized[18] - Amendments to HKAS 12 concerning international tax reform have no impact on the Group, as it is not within the scope of the Pillar Two Model Rules[19] Segment Information Divides the Group's operations into four reportable segments: paints and coatings, property investment, hotel business, and others, providing detailed financial performance and position data for each - The Group's operations are classified into four reportable operating segments: paints and coatings, property investment, hotel business, and others[21] - Steel product trading, previously reported under the "Steel Product Trading" segment, has been reclassified to the "Others" segment[41] - The board of directors of China Paint decided to re-designate property investment as one of the China Paint Group's principal businesses[41] Operating Segment Revenue and Results (For the six months ended June 30, 2023) | Segment | Sales to external customers (HK$ Thousand) | Other income and gains (HK$ Thousand) | Segment results (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Paints and coatings | 233,886 | 3,595 | (15,251) | | Property investment | 17,599 | 12,834 | 28,167 | | Hotel business | 4,803 | – | (527) | | Others | – | 452 | (2,074) | | Total | 256,288 | 16,881 | 10,315 | Operating Segment Assets and Liabilities (As of June 30, 2023) | Segment | Segment assets (HK$ Thousand) | Segment liabilities (HK$ Thousand) | | :--- | :--- | :--- | | Paints and coatings | 718,173 | 498,564 | | Property investment | 905,591 | 111,334 | | Hotel business | 282,175 | 7,311 | | Others | 68,951 | 2,777 | | Total | 1,974,890 | 619,986 | Disaggregated Revenue Information from Contracts with Customers Presents a detailed breakdown of the Group's revenue from customer contracts by product/service category, geographical market, and timing of revenue recognition Disaggregation of Revenue from Contracts with Customers for H1 2023 | Product or service category | Revenue (HK$ Thousand) | | :--- | :--- | | Sales of industrial products | 233,886 | | Hotel operations | 4,803 | | Total revenue from contracts with customers | 238,689 | | Geographical markets | | | Hong Kong | 36,834 | | Mainland China | 201,855 | | Total revenue from contracts with customers | 238,689 | | Timing of revenue recognition | | | Goods transferred at a point in time | 233,886 | | Services rendered over time | 4,803 | | Total revenue from contracts with customers | 238,689 | - Mainland China contributed the vast majority of revenue from customer contracts, primarily from industrial product sales[31] Other Income and Gains, Net Analyzes the Group's other income and net gains, including bank interest, government grants, and fair value adjustments, showing an overall increase in total other income Analysis of Other Income and Gains, Net | Item | 2023 (HK$ Thousand) | 2022 (HK$ Thousand) (Restated) | | :--- | :--- | :--- | | Bank interest income | 3,580 | 1,988 | | Dividend income from financial assets at fair value through profit or loss held for trading | 8 | 132 | | Government grants | 520 | 1,313 | | Government subsidies | 2,415 | 1,364 | | Deferred income recognised | 145 | 155 | | Net gain on disposal of items of property, plant and equipment | 60 | 221 | | Net exchange differences | – | 206 | | Income refunded from early termination of lease agreements | – | 2,297 | | Net fair value losses on financial assets at fair value through profit or loss held for trading | (10) | (423) | | Net losses on trading of financial assets at fair value through profit or loss held for trading | (139) | (351) | | Others | 1,048 | 474 | | Total | 7,627 | 7,376 | - In the first half of 2023, the Group received government subsidies of HK$2,415,000 from the PRC government for factory relocation and entrance modification[35][44] - Government subsidies in the first half of 2022 primarily originated from the Hong Kong Government's "Employment Support Scheme" and "Hotel Industry Support Scheme" under the Anti-epidemic Fund[45] Finance Costs Details the Group's finance costs, primarily comprising interest on bank borrowings and lease liabilities, showing a significant increase in 2023 Analysis of Finance Costs | Item | 2023 (HK$ Thousand) | 2022 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on bank borrowings | 6,284 | 2,920 | | Interest on lease liabilities | 225 | 85 | | Total | 6,509 | 3,005 | - Finance costs significantly increased by 116.6% year-on-year, primarily due to higher interest on bank borrowings[47] Loss Before Tax Refers to the calculation of loss before tax, with specific figures presented in the condensed consolidated statement of profit or loss - The calculation of loss before tax is presented in the condensed consolidated statement of profit or loss[48] Income Tax Expense Explains the Group's income tax provisions, noting no Hong Kong profits tax provision due to no taxable profits, while PRC subsidiaries pay corporate income tax at standard or preferential rates - No Hong Kong profits tax provision was made for the current period[80] - PRC subsidiaries are subject to a standard corporate income tax rate of 25%, with high-tech enterprise-qualified subsidiaries enjoying a preferential rate of 15%[80] Loss Per Share Attributable to Ordinary Equity Holders of the Parent Details the calculation of basic and diluted loss per share, showing a significant decrease due to reduced loss attributable to ordinary equity holders of the parent Loss Per Share Calculation | Metric | 2023 (HK$ Thousand) | 2022 (HK$ Thousand) | | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the parent | 3,315 | 46,080 | | Weighted average number of ordinary shares in issue | 1,903,685,690 | 1,903,685,690 | | Basic and diluted loss per share (HK Cents) | (0.17) | (2.42) | - No diluted adjustment was made to the basic loss per share amount as unexercised share options had an anti-dilutive effect[81] Dividends Reports the approval of the previous year's final dividend and the Board's decision not to declare an interim dividend for the current period - Shareholders approved a final dividend of HK 2.0 cents per share for the year ended December 31, 2022, totaling approximately HK$38,074,000[82] - The Board resolved not to declare an interim dividend for the six months ended June 30, 2023[82] Property, Plant and Equipment Provides details on the Group's capital expenditures and disposals of property, plant, and equipment, showing a significant reduction in acquisition costs for the period - For the six months ended June 30, 2023, the Group acquired items of property, plant and equipment at a cost of HK$2,738,000, a significant decrease from the prior period[83] - For the six months ended June 30, 2023, the Group disposed of items of property, plant and equipment with an aggregate net book value of HK$847,000[83] Investment Properties Details changes in the carrying amount of investment properties, including fair value gains, transfers from owner-occupied properties, and exchange adjustments, leading to an increase in total carrying amount Changes in Carrying Amount of Investment Properties | Item | June 30, 2023 (HK$ Thousand) | December 31, 2022 (HK$ Thousand) | | :--- | :--- | :--- | | Carrying amount at beginning of period/year | 729,079 | 601,378 | | Net fair value gains/(losses) | 12,834 | (15,391) | | Transfers from owner-occupied properties | 61,243 | 160,710 | | Exchange adjustments | (22,256) | (17,618) | | Carrying amount at end of period/year | 780,900 | 729,079 | - Investment property fair value shifted from loss to gain, with significant transfers from owner-occupied properties, leading to an increase in carrying amount[86] - Investment properties were revalued by independent professional qualified valuers using the income capitalization approach, market approach, and depreciated replacement cost approach[86] Trade and Bills Receivables Outlines the Group's credit policy and provides an aging analysis of trade and bills receivables, indicating a decrease in total receivables - The Group generally grants credit terms of one to three months to customers and closely monitors receivables to mitigate credit risk[125] Aging Analysis of Trade and Bills Receivables | Aging | June 30, 2023 (HK$ Thousand) | December 31, 2022 (HK$ Thousand) | | :--- | :--- | :--- | | Within 3 months | 101,223 | 148,921 | | Over 3 months but within 6 months | 40,172 | 72,445 | | Over 6 months | 157,135 | 149,235 | | Total | 298,530 | 370,601 | - Total trade and bills receivables decreased, but receivables over six months increased[126] Trade and Bills Payables Provides an aging analysis of trade and bills payables, showing a decrease in total payables and a reduction in bills payable pledged by time deposits Aging Analysis of Trade and Bills Payables | Aging | June 30, 2023 (HK$ Thousand) | December 31, 2022 (HK$ Thousand) | | :--- | :--- | :--- | | Within 3 months | 88,656 | 122,567 | | Over 3 months but within 6 months | 50,934 | 76,699 | | Over 6 months | 77,465 | 61,512 | | Total | 217,055 | 260,778 | - Total trade and bills payables decreased, and the amount of bills payable pledged by time deposits also declined[128] Share Option Scheme Details the Company's and China Paint's share option schemes, including the termination of the 2012 plan, adoption of a new 2022 plan, and vesting schedule for China Paint options - The Company's 2012 share option scheme was terminated, and a new scheme with a ten-year validity was adopted in 2022[129][130] - On June 15, 2022, China Paint Group granted 80,000,000 share options to directors and employees under its share option scheme, with an exercise price of HK$0.335 per share[132][133] Vesting Schedule of China Paint Share Options (As of June 30, 2023) | Vesting Date | Vesting Percentage | | :--- | :--- | | Immediately vested on grant date | 50% | | June 14, 2023 | 20% | | June 14, 2024 | 10% | | June 14, 2025 | 10% | | June 14, 2026 | 10% | - Share option expenses for the six months ended June 30, 2023, were approximately HK$1,224,000, a significant decrease from the prior period[137] Comparative Figures States that certain comparative figures have been reclassified due to changes in the designation of principal businesses to align with current period presentation and disclosure requirements - Certain comparative figures have been reclassified due to changes in the designation of principal businesses to conform with the current period's presentation and disclosure requirements[138] Management Discussion and Analysis Provides a comprehensive review of the Group's business operations, financial performance, and future outlook, covering key business segments and strategic initiatives - The Group recorded a loss attributable to shareholders of HK$3,320,000 for the first six months of 2023, a significant reduction from the prior period[73] - Revenue was HK$256,290,000, a 20.3% year-on-year decrease; gross profit was HK$81,220,000, a 16.2% year-on-year increase[74] - Adjusted profit was approximately HK$9,610,000, compared to an adjusted loss of approximately HK$27,430,000 for the first six months of 2022[74] Interim Dividend The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2023 - The Board resolved not to declare an interim dividend for the six months ended June 30, 2023[72] Business Review Reviews the performance of the Group's principal business segments, including property investment, hotel operations, paints and coatings, and other investments, highlighting key drivers and strategic adjustments - The Group primarily engages in property investment, hotel operations, and paints and coatings businesses[72] - Loss attributable to shareholders significantly narrowed, primarily influenced by net fair value gains on investment properties and losses from China Paint Group[73] - Revenue from the paints and coatings business accounted for 91.3% of the Group's total revenue, but decreased year-on-year[74] Investment Property Business The investment property portfolio expanded to 18 properties, with increased total floor area and market value, driven by property reclassification and fair value gains - The investment property portfolio increased from 17 to 18 properties, with total floor area rising to 816,452 square feet[123] - The total market value of investment properties was approximately HK$780,900,000, an increase of 7.1% from the end of last year[123] - Average occupancy rate increased from 87.7% to 93.2%, with total rental income rising to approximately HK$19,220,000[75] - Segment profit significantly increased to approximately HK$28,170,000, primarily due to net fair value gains on investment properties of approximately HK$12,830,000[77] Properties Under Development The Group's redevelopment project on Au Tau land, including heritage conservation and new facilities, has received planning approval, with the Board exploring various development options - The Au Tau land redevelopment project, including the conservation of Poon Uk, construction of recreational facilities, and an elderly home, has been approved by the Town Planning Board[60] - The permit is valid for four years, until August 2026[60] - The Board initially believes that selling the redevelopment project to an independent third party would be in the best interests of the Company and its shareholders[60] Hotel Business The hotel business, managed by an external operator, achieved a high occupancy rate of 98%, generating approximately HK$4.8 million in revenue, with a significantly narrowed segment loss - The hotel business is managed by an operator, with an average occupancy rate of approximately 98%[61] - Total revenue was approximately HK$4,800,000, with a segment loss of approximately HK$530,000, significantly narrowed from the prior period[61] - The recovery of international tourism and easing of travel restrictions to Hong Kong are expected to benefit room occupancy and average room rates[61] Paints and Coatings Business Revenue from paints and coatings significantly decreased due to the sluggish PRC property market and reduced industrial demand, yet gross profit improved due to lower raw material costs and business revitalization efforts - Total revenue from the paints and coatings business was approximately HK$233,890,000, a significant year-on-year decrease of 24.6%[65] - The revenue decrease was primarily due to the sluggish Mainland China property market, tightened credit control policies, and reduced demand from industrial manufacturers[67][68] - Raw material costs as a percentage of paint sales decreased by 8.0% to 63.2%, although raw material prices were not proportionally affected by falling crude oil prices[89] - Gross profit margin for paint sales significantly increased by 34.2% to 27.1%, with gross profit modestly growing by 1.4% to HK$870,000, benefiting from business revitalization measures and cost savings[90] - Selling and distribution expenses decreased by 25.7%, and administrative expenses decreased by 17.8%, mainly due to reductions in transportation costs, advertising, entertainment expenses, and staff costs[91] Other Businesses The Group's other businesses include equity investments in a cemetery project, financial asset investments in listed securities, and the discontinued steel product trading business due to its small scale and market volatility - The Group holds a 12.5% equity interest in Profitable Industries Limited, which is engaged in a cemetery project in Sihui, Guangdong Province, Mainland China[93] - Financial assets at fair value through profit or loss (listed securities) recorded net realized losses of HK$140,000 and net unrealized losses of HK$10,000, a significant reduction in losses compared to the prior period[95] - The steel product trading business ceased operations from the end of December 2022 due to its small scale and market volatility[96] Financial Review Reviews the Group's liquidity, financial position, and capital structure, encompassing cash flows, borrowings, key financial ratios, and employee information - Working capital is primarily sourced from internal financial resources and external bank borrowings[98] Liquidity and Financial Resources The Group's cash and cash equivalents and bank borrowings both decreased, with debt-to-capital and current ratios declining but remaining healthy Liquidity and Financial Indicators | Metric | June 30, 2023 | December 31, 2022 | Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | HK$320,980,000 | HK$386,870,000 | Decrease | | Bank borrowings | HK$263,300,000 | HK$289,120,000 | Decrease | | Debt to capital ratio | 19.1% | 19.9% | Decrease | | Current ratio | 1.36 times | 1.39 times | Decrease | | Inventory turnover days | 30 days | 48 days | Decrease | | Trade and bills receivables turnover days | 211 days | 225 days | Decrease | - Bank borrowings are primarily interest-bearing at floating rates, with 100% repayable within one year[98] - The Group has not used hedging instruments for foreign currency risk but will closely monitor and arrange hedging measures as needed[98] Equity, Net Asset Value and Shareholders' Funds The Group's shareholders' funds, net asset value per share, and shareholders' funds per share all decreased, with exchange rate fluctuations between HKD and RMB potentially impacting operating results Equity and Net Asset Value Indicators | Metric | June 30, 2023 | December 31, 2022 | Change | | :--- | :--- | :--- | :--- | | Shareholders' funds | HK$1,379,290,000 | HK$1,450,570,000 | Decrease | | Shareholders' funds per share | HK$0.72 | HK$0.76 | Decrease | | Net asset value per share | HK$0.79 | HK$0.83 | Decrease | - Fluctuations in the foreign currency exchange rate between HKD and RMB may significantly impact the Group's operating results[102] Contingent Liabilities and Pledge of Assets Portions of the Group's property, plant and equipment, investment properties, right-of-use assets, and cash deposits are pledged as collateral for bank borrowings, lease liabilities, and bills payable - Property, plant and equipment, investment properties, right-of-use assets, and cash deposits with an aggregate net book value of approximately HK$741,220,000 are pledged as collateral for bank borrowings, lease liabilities, bills payable, and performance guarantees[103] - The total outstanding secured bank borrowings amounted to approximately HK$206,300,000[103] Employees The Group's total number of employees decreased, leading to lower staff costs, while maintaining a comprehensive and competitive remuneration and benefits system - The Group had 551 employees, a decrease from the prior period[104] - Staff costs were approximately HK$55,500,000, a year-on-year decrease[104] - The Group maintains a comprehensive and competitive employee remuneration and benefits system, including a staff share option scheme[104] Business Outlook Discusses the Group's business prospects within a gradually improving yet uncertain global economic environment, addressing challenges in the Chinese market and strategies for each business segment - Hong Kong's economy significantly improved in the first half of 2023, but the global business environment remains affected by geopolitical tensions, the Russia-Ukraine conflict, and global inflation[106][112] - China Paint Group will continue to optimize business revitalization measures, focusing on enriching its product portfolio, enhancing operational efficiency, reducing costs, and implementing prudent risk management[107] Paints and Coatings Business Outlook The paints and coatings business faces an uncertain outlook due to the sluggish PRC property market and declining investment, with China Paint Group strengthening its financial position by reducing short-term bank borrowings - China Paint Group's operating environment remains uncertain, affected by the sluggish Mainland China property sector and declining investment[113] - China Paint Group has reduced short-term bank borrowings by 10.6% to HK$212,040,000 to strengthen its financial position[113] Investment Property Business Outlook The property leasing market, particularly for office and residential properties, remains pessimistic in Mainland China, while Hong Kong office demand is expected to gradually improve - The office and residential property leasing market is pessimistic, affected by Mainland China's import contraction, slow export growth, and real estate debt crisis[115] - Demand for office space in Hong Kong continues to decline but is expected to gradually improve[115] - The Group will continuously review its investment property portfolio and prudently acquire new properties to generate recurring income and cash flow[115] Hotel Business Outlook The Group's hotel business is anticipated to achieve a year-on-year recovery in 2023 due to an increase in visitor arrivals to Hong Kong - The Group's hotel business is expected to recover year-on-year in 2023 due to an increase in visitor arrivals to Hong Kong[116] Material Investments and Share Dealings During the review period, the Group made no material investments, acquisitions, or disposals of subsidiaries, nor did it have plans for future capital asset additions or share dealings - No material investments were acquired, nor were there any other material acquisitions or disposals of subsidiaries during the review period[116] - The Board has not approved any other plans for material investments or additions of capital assets[116] - Neither the Company nor any of its subsidiaries bought or redeemed any shares of the Company[117] Corporate Governance Reaffirms the Company's commitment to sound corporate governance practices, adherence to the Corporate Governance Code, and directors' compliance with the Model Code for securities transactions - The Company is committed to establishing best corporate governance practices suitable for the Group's business, applying the principles and complying with the code provisions of the Corporate Governance Code set out in Appendix 14 Part 2 of the Listing Rules[119] - The Company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than those set out in the Model Code in Appendix 10 of the Listing Rules[120] - All directors confirmed compliance with the standards set out in the Model Code and the Company's own code for the six months ended June 30, 2023[120] - The Board of Directors comprises executive directors, non-executive directors, and independent non-executive directors[121]