Company Information and Announcements This section covers company announcements, GEM listing characteristics, director responsibilities, and unaudited third-quarter results GEM Listing Characteristics and Risk Disclosure This announcement advises investors that GEM-listed companies are typically small to medium-sized, facing higher market volatility and no guarantee of high liquidity - GEM-listed company securities trading may be subject to significant market volatility risks, and a highly liquid market is not guaranteed364255 Directors' Responsibility Statement The company's directors collectively and individually assume full responsibility for the accuracy, completeness, and non-misleading nature of this announcement's information - Directors confirm the information in this announcement is accurate, complete, and not misleading, assuming full responsibility43 Unaudited Third Quarterly Results Announcement The Board presents the unaudited condensed consolidated third quarterly results for the three and nine months ended September 30, 2023, with comparative figures for 2022 - The Board presents the unaudited condensed consolidated third quarterly results for the three and nine months ended September 30, 20234456 Financial Statements This section presents the company's unaudited condensed consolidated financial statements, including the statement of profit or loss and other comprehensive income, and statement of changes in equity Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the nine months ended September 30, 2023, the company transitioned from profit to loss, primarily due to a significant revenue decline and increased comprehensive loss Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | (Loss)/Profit for the period | (82,697) | 463,606 | | Total comprehensive (loss)/income for the period | (102,357) | 402,352 | | Revenue | 200,712 | 1,275,751 | | Gross profit | 49,923 | 736,313 | | Operating (loss)/profit | (83,308) | 571,206 | | (Loss)/Earnings Per Share (HK$) | (0.068) | 0.166 | - Loss for the period attributable to owners of the company turned from a profit of HK$159,516 thousand in the prior year to a loss of HK$65,976 thousand in 202340107 Unaudited Condensed Consolidated Statement of Changes in Equity For the nine months ended September 30, 2023, total equity decreased from HK$826,520 thousand at the beginning of the year to HK$562,266 thousand, influenced by period loss, share award scheme purchases, and dividend payments Condensed Consolidated Statement of Changes in Equity Key Data (Nine Months Ended September 30) | Indicator | September 30, 2023 (HK$ thousand) | January 1, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Total equity | 562,266 | 826,520 | | Loss for the period | (82,697) | - | | Shares purchased under share award scheme | (4,185) | - | | Dividends paid | (9,632) | - | - During the third quarter of 2023, the company paid a final dividend of approximately HK$9,632 thousand2947 Notes to the Financial Statements This section provides detailed notes on the company's general information, accounting policies, revenue breakdown, other income, finance costs, and tax expenses General Information The company, incorporated in the Cayman Islands and re-domiciled in Bermuda, primarily engages in investment holding and provides medical laboratory testing, oncology immunotherapy, health product sales, and insurance brokerage services through its subsidiaries - The company has been listed on GEM since June 17, 2004, with Genius Lead Limited and Genius Earn Limited as its direct and ultimate holding companies, respectively6869 - The company's principal activities include medical laboratory and health check services in Hong Kong, oncology immunotherapy and health management in China, sales of healthcare and pharmaceutical products in Hong Kong and China, and insurance brokerage services96 Basis of Preparation and Principal Accounting Policies The quarterly results are prepared under the historical cost convention and Hong Kong Financial Reporting Standards, with newly adopted standards having no significant impact on financial position - The quarterly results are prepared under the historical cost convention and Hong Kong Financial Reporting Standards, with newly adopted standards having no significant impact on financial position709899 Revenue For the nine months ended September 30, 2023, total revenue significantly decreased to HK$200,712 thousand, mainly due to reduced demand for COVID-19 nucleic acid testing services Revenue by Service Category (Nine Months Ended September 30) | Service Category | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Medical laboratory testing and health check services | 185,559 | 1,044,983 | | Sale of healthcare and pharmaceutical products | 473 | 216,557 | | Insurance brokerage services | 14,661 | 6,360 | | Logistics services | 19 | 7,816 | | Money lending business | – | 35 | | Total Revenue | 200,712 | 1,275,751 | - Total revenue decreased significantly by 84.27% year-on-year, primarily due to a decline in demand for COVID-19 nucleic acid testing services147 Other Income and Gains/(Losses) For the nine months ended September 30, 2023, net other income and gains resulted in a loss of HK$13,892 thousand, a substantial increase from the HK$924 thousand loss in the prior year, primarily due to exchange losses Other Income and Gains/(Losses) Key Data (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Interest income | 2,344 | 23 | | Dividend income | 23 | – | | Miscellaneous income | 510 | 710 | | Government grants | 48 | 1,661 | | Gain/(loss) on disposal of property, plant and equipment | 322 | 1,103 | | Loss on write-off of property, plant and equipment | (1,530) | (4) | | Exchange losses, net | (15,609) | (4,417) | | Total | (13,892) | (924) | - During the third quarter of 2023, the company recognized approximately HK$48 thousand in employment support subsidies from the Chinese government74 Finance Costs For the nine months ended September 30, 2023, finance costs increased to HK$3,936 thousand, mainly due to higher interest expenses from convertible bonds Finance Costs Key Data (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Interest expense on other borrowings | – | 530 | | Effective interest expense on convertible bonds | 3,297 | 2,260 | | Interest expense on lease liabilities | 639 | 469 | | Total | 3,936 | 3,259 | Income Tax (Credit)/Expense For the nine months ended September 30, 2023, income tax expense was HK$2,609 thousand, comprising Hong Kong profits tax and deferred tax, with high-tech enterprises enjoying a preferential tax rate of 15% Income Tax (Credit)/Expense Key Data (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong profits tax | 3,544 | 107,700 | | Deferred tax | (935) | (996) | | Total | 2,609 | 106,704 | - Under the two-tiered profits tax regime in Hong Kong, the first HK$2,000,000 of assessable profits is taxed at 8.25%, with the remainder taxed at 16.5%77 - The corporate income tax rate in China is 25%, with high-tech enterprises enjoying a preferential tax rate of 15%78104 Dividends The Board does not recommend any dividend for the nine months ended September 30, 2023, but a final dividend for the previous financial year was paid during the period - The Board does not recommend any dividend for the nine months ended September 30, 202379 - During the nine months ended September 30, 2023, a final dividend of HK$0.01 per share, totaling approximately HK$9,632 thousand, for the previous financial year was paid29 (Loss)/Earnings Per Share For the nine months ended September 30, 2023, basic and diluted loss per share was HK$0.068, compared to earnings per share of HK$0.166 in the prior year, reflecting the company's shift from profit to loss (Loss)/Earnings Per Share Key Data (Nine Months Ended September 30) | Indicator | 2023 (HK$) | 2022 (HK$) | | :--- | :--- | :--- | | Basic and diluted (loss)/earnings per share | (0.068) | 0.166 | - Unexercised share options and convertible bonds were not assumed to be exercised in calculating diluted (loss)/earnings per share due to their anti-dilutive effect81139 Disposal of Subsidiaries In 2022, the company disposed of Pearl Group and Chaocheng Group for cash consideration, recognizing corresponding gains Disposal of Pearl Group On April 4, 2022, the company disposed of its entire equity interest in Pearl Group for a cash consideration of HK$6,400 thousand, generating net cash inflow of HK$5,363 thousand - The company disposed of its entire equity interest in Pearl Group for a cash consideration of HK$6,400 thousand on April 4, 20223085141 Disposal of Pearl Group Gain and Cash Inflow | Indicator | Amount (HK$ thousand) | | :--- | :--- | | Consideration | 6,400 | | Less: Net assets disposed of | (5,810) | | Gain | 590 | | Consideration received in cash | 6,400 | | Less: Cash and cash equivalents disposed of | (1,037) | | Net cash inflow from disposal | 5,363 | Disposal of Chaocheng Group On May 31, 2022, the company disposed of its entire equity interest in Chaocheng Group for a cash consideration of HK$50 thousand, generating net cash inflow of HK$11 thousand - The company disposed of its entire equity interest in Chaocheng Group for a cash consideration of HK$50 thousand on May 31, 2022112113 Disposal of Chaocheng Group Gain and Cash Inflow | Indicator | Amount (HK$ thousand) | | :--- | :--- | | Consideration | 50 | | Release of exchange differences | 740 | | Less: Net liabilities disposed of | (316) | | Gain | 474 | | Consideration received in cash | 50 | | Less: Cash and cash equivalents disposed of | (39) | | Net cash inflow from disposal | 11 | Business Review and Financial Analysis This section provides a review of the company's financial performance and business operations, highlighting revenue trends, segment performance, and key expense items Financial Review For the nine months ended September 30, 2023, the company's revenue significantly decreased by 84.27% to HK$200,712 thousand, primarily due to a sharp decline in demand for COVID-19 related testing services - Revenue for the third quarter of 2023 was HK$200,712 thousand, a significant decrease of 84.27% compared to HK$1,275,751 thousand in the same period of 2022147 - The decline in revenue was primarily due to a substantial drop in demand for COVID-19 nucleic acid testing services and rapid antigen test kits147 Business Review The company's business segments showed mixed performance in Q3 2023, with medical testing affected by post-pandemic demand, oncology immunotherapy and BNCT center construction progressing, and insurance brokerage rebounding strongly Provision of Medical Laboratory Testing and Health Check Services Revenue for this segment significantly decreased by 82.24% to HK$185,559 thousand, mainly due to reduced demand for COVID-19 nucleic acid testing and slow local consumption recovery Medical Laboratory Testing and Health Check Services Revenue (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 185,559 | 1,044,983 | | Year-on-year change | -82.24% | - | - The demand decline was primarily due to the government's relaxation of COVID-19 quarantine regulations, leading to a significant drop in demand for nucleic acid testing services from cross-boundary travelers26 Provision of Oncology Immunotherapy Services Phase I clinical trials for LY007 cell injection are progressing as planned, with 9 patients having completed cell reinfusion, full enrollment expected by Q1 2024, and Phase II preparations planned for Q2 2024 - Phase I clinical trials for LY007 cell injection (CD20-targeted CAR-T) have completed cell reinfusion for 9 patients with B-cell non-Hodgkin lymphoma117 - Full enrollment of all 12 patients is expected by the end of the first quarter of 2024 at the latest3117 - Preparations for the pivotal Phase II clinical trials will commence in the second quarter of 2024117 Sale and Distribution of Healthcare-related and Pharmaceutical Products Revenue for this segment significantly decreased by 99.78% to HK$473 thousand, primarily due to reduced demand for rapid antigen test kits after the relaxation of COVID-19 quarantine regulations Sale of Healthcare and Pharmaceutical Products Revenue (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 473 | 216,557 | | Year-on-year change | -99.78% | - | - The company has signed a five-year exclusive license and distribution agreement with a Japanese pharmaceutical company for intravenous NMN powder products118 Construction of Boron Neutron Capture Therapy Cancer Treatment Center Construction of the BNCT center is on schedule, with the main structure targeted for completion by end of 2023, operations expected by end of 2024 or early 2025, and a medical institution practice license already obtained - Construction of the Boron Neutron Capture Therapy (BNCT) center is progressing as planned, with the main structure targeted for completion by the end of 2023120 - The BNCT center aims to commence operations by the end of 2024 or early 20254120 - The BNCT center obtained its medical institution practice license from the administration in December 2022, valid until December 20274152 Provision of Logistics Services Revenue for this segment significantly decreased by 99.76% to HK$19 thousand, mainly due to intense market competition and reduced demand for testing supplies and sample logistics services Logistics Services Revenue (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 19 | 7,816 | | Year-on-year change | -99.76% | - | Provision of Insurance Brokerage Services Revenue for this segment significantly increased by 1.31 times to HK$14,661 thousand, primarily benefiting from the lifting of travel restrictions for mainland Chinese customers visiting Hong Kong Insurance Brokerage Services Revenue (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 14,661 | 6,360 | | Year-on-year change | +131% | - | Money Lending Business The money lending business recorded no interest income and granted no new loans during the third quarter of 2023 - The money lending business recorded no interest income during the third quarter of 2023 (2022: HK$35 thousand)155 - The Group did not grant any new loans during the third quarter of 2023155 Gross Profit and Gross Profit Margin For the nine months ended September 30, 2023, gross profit significantly decreased to HK$49,923 thousand, with gross profit margin falling by 32.85 percentage points to 24.87%, mainly due to reduced medical testing revenue and rapid antigen test kit sales Gross Profit and Gross Profit Margin Key Data (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Gross profit | 49,923 | 736,313 | | Gross profit margin | 24.87% | 57.72% | | Year-on-year change | -HK$686,390 thousand | -32.85 percentage points | - The decline in gross profit margin was primarily due to reduced medical laboratory testing service revenue and decreased sales of rapid antigen test kits155 Selling and Distribution Expenses For the nine months ended September 30, 2023, selling and distribution expenses slightly increased by 4.09% to HK$10,611 thousand, primarily due to higher staff costs Selling and Distribution Expenses (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Selling and distribution expenses | 10,611 | 10,194 | | Year-on-year change | +4.09% | - | - The slight increase in selling and distribution expenses was mainly due to higher staff costs124 Administrative Expenses For the nine months ended September 30, 2023, administrative expenses decreased by 30.99% to HK$108,728 thousand, mainly due to reduced staff and recruitment costs following the cessation of COVID-19 testing services Administrative Expenses (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Administrative expenses | 108,728 | 157,555 | | Year-on-year change | -30.99% | - | - The decrease in administrative expenses was primarily due to a reduction of approximately HK$36,730 thousand in staff costs and recruitment expenses after ceasing to provide COVID-19 testing services156 Finance Costs For the nine months ended September 30, 2023, finance costs increased to HK$3,936 thousand, primarily due to finance costs arising from convertible bonds issued on December 30, 2022 Finance Costs (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Finance costs | 3,936 | 3,259 | | Year-on-year change | +20.78% | - | - The increase in finance costs was mainly due to finance costs arising from convertible bonds issued on December 30, 2022184 Loss for the Period For the nine months ended September 30, 2023, net loss attributable to owners of the company was HK$65,976 thousand, mainly due to decreased demand for COVID-19 related testing services and rapid antigen test kit sales (Loss)/Profit for the Period (Nine Months Ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Net (loss)/profit attributable to owners of the company | (65,976) | 159,516 | - The shift from profit to loss was primarily due to decreased demand for nucleic acid testing services and rapid antigen test kits following the relaxation and cancellation of COVID-19 quarantine regulations126 Continuing Connected Transactions The company renewed its master supply agreement with BGI Genomics for equipment, consumables, and reagents, and signed a sales and maintenance service contract with Sumitomo for BNCT components Renewal of Master Supply Agreement Hybribio Diagnostic Centre renewed its master supply agreement with BGI Genomics for equipment, consumables, and reagents, with an annual cap of HK$120,000 thousand - Hybribio Diagnostic Centre renewed its master supply agreement with BGI Genomics for the procurement of equipment, consumables, and reagents, with an annual cap of HK$120,000 thousand until December 31, 2023158 Purchase of Boron Neutron Capture Therapy Components and Maintenance Services Pengbo Hainan entered into a sales and maintenance service contract with Sumitomo for BNCT components (approx. HK$26,502 thousand) and maintenance services (approx. HK$21,919 thousand) - Pengbo Hainan entered into a contract with Sumitomo for the purchase of Boron Neutron Capture Therapy components, with an initial sales contract price of approximately HK$26,502 thousand158 - Pengbo Hainan agreed to procure BNCT equipment maintenance services from Sumitomo for a consideration of approximately HK$21,919 thousand158 Future Outlook and Corporate Governance This section outlines the company's future strategies, including business expansion, clinical trial progress, and adherence to corporate governance standards Future Outlook The company plans to expand medical testing and health check services, accelerate CAR-T clinical trials and BNCT center construction, and actively seek collaborations with medical platforms and insurance companies for innovative solutions - The company will expand routine medical testing services to high-throughput public health screening and collaborate with District Health Centres to provide services160190 - It will actively seek collaborations with medical platforms and insurance companies to promote healthcare services and expand business in the Greater Bay Area191 - The company will continue to offer customized services, enrich its diagnostic and health check business, and leverage biomedical research and technology to develop innovative solutions133 - The company aims to be the first provider of Boron Neutron Capture Therapy cancer services in Greater China and has signed cooperation agreements with domestic hospitals162192 Major Acquisitions and Disposals of Subsidiaries, Associates, and Joint Ventures During the third quarter of 2023, the company did not undertake any other major acquisitions or disposals of subsidiaries, associates, or joint ventures - During the third quarter of 2023, the company did not undertake any other major acquisitions or disposals of subsidiaries, associates, or joint ventures163 Employees and Remuneration Policy The company determines remuneration based on employee performance, experience, and market rates, offering discretionary bonuses, MPF, insurance, medical, and training benefits, along with share option and share award schemes - The company determines remuneration based on employee performance, experience, and market rates, and provides discretionary bonuses134 - Other employee benefits include Mandatory Provident Fund, insurance, medical, training, and participation in share option and share award schemes134 - For the nine months ended September 30, 2023, total staff costs were approximately HK$72,193 thousand, a decrease from the prior year5 - As of September 30, 2023, the Group employed 180 full-time employees, a reduction from 295 in the prior year5 Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures As of September 30, 2023, the company's directors and chief executive held long positions in company shares, associated corporation shares, and share options, with Mr. Liu Xiaolin holding 55.05% of the company's shares Long Positions in Shares of the Company Mr. Liu Xiaolin held a long position representing 55.05% of the total issued shares of the company Directors' Long Positions in Shares of the Company (As of September 30, 2023) | Director Name | Capacity and Nature of Interest | Number of Shares | Approximate Percentage | | :--- | :--- | :--- | :--- | | Mr. Liu Xiaolin | Interest in controlled corporation | 529,500,546 | 54.97% | | | Beneficial owner | 792,000 | 0.08% | | Total | | 530,292,546 | 55.05% | Long Positions in Shares of Associated Corporations Mr. Liu Xiaolin in Genius Earn and Genius Lead both held 100% beneficial ownership or controlled corporate interest Directors' Long Positions in Shares of Associated Corporations (As of September 30, 2023) | Director Name | Name of Associated Corporation | Nature of Interest | Approximate Percentage | | :--- | :--- | :--- | :--- | | Mr. Liu Xiaolin | Genius Earn | Beneficial owner | 100% | | | Genius Lead | Interest in controlled corporation | 100% | Long Positions in Share Options Granted by the Company Mr. He Xun and Ms. Xu Haiyin held 3,220,000 and 5,000,000 share options respectively, representing 0.33% and 0.52% of the total issued shares Directors' Long Positions in Share Options Granted by the Company (As of September 30, 2023) | Director Name | Nature of Interest | Exercise Period | Exercise Price Per Share | Total Long Position in Relevant Shares | Approximate Percentage | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. He Xun | Beneficial owner | September 2, 2023 to September 1, 2024 | HK$2.00 | 3,220,000 | 0.33% | | Ms. Xu Haiyin | Beneficial owner | January 5, 2023 to January 4, 2027 | HK$1.45 | 5,000,000 | 0.52% | | Total | | | | 8,220,000 | 0.85% | Substantial Shareholders' Discloseable Interests and Short Positions in Shares and Underlying Shares As of September 30, 2023, Genius Earn, Genius Lead, Guoyuan Securities Investment (Hong Kong) Co., Ltd., Guoyuan International Holdings Limited, Guoyuan Securities Co., Ltd., Richlane Ventures Limited, and Mr. Gao Zhenshun were substantial shareholders with significant interests in the company's shares and underlying shares Substantial Shareholders' Interests in Shares and Underlying Shares (As of September 30, 2023) | Shareholder Name/Entity | Capacity and Nature of Interest | Number of Ordinary Shares | Approximate Percentage | | :--- | :--- | :--- | :--- | | Genius Earn | Interest in controlled corporation | 529,500,546 | 54.97% | | Genius Lead | Beneficial owner | 529,500,546 | 54.97% | | Guoyuan Securities Investment (Hong Kong) Co., Ltd. | Beneficial owner | 54,137,931 | 5.62% | | | Person with security interest in shares | 187,903,805 | 19.51% | | Guoyuan International Holdings Limited | Interest in controlled corporation | 242,041,736 | 25.13% | | Guoyuan Securities Co., Ltd. | Interest in controlled corporation | 242,041,736 | 25.13% | | Richlane Ventures Limited | Beneficial owner | 58,000,000 | 6.02% | | Mr. Gao Zhenshun | Interest in controlled corporation | 95,545,000 | 9.92% | Share Option Scheme The company adopted a share option scheme on May 29, 2014, to reward eligible participants; as of September 30, 2023, the balance of share options was 11,555,000, with Ms. Xu Haiyin granted 5,000,000 in 2023 - The company adopted a share option scheme on May 29, 2014, to reward eligible participants for their contributions to the Group's business success202 Share Option Movement Details (As of September 30, 2023) | Grantee Category/Name | Balance as of January 1, 2023 | Granted during Q3 2023 | Lapsed during Q3 2023 | Balance as of September 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Subtotal for Directors | 6,760,000 | 5,000,000 | 3,540,000 | 8,220,000 | | Subtotal for Connected Entity Participants | 6,575,000 | – | 3,240,000 | 3,335,000 | | Subtotal for Employees | 1,180,000 | – | 1,180,000 | – | | Total | 14,515,000 | 5,000,000 | 7,960,000 | 11,555,000 | - Ms. Xu Haiyin was granted 5,000,000 share options on January 6, 2023, with an exercise price of HK$1.45 and a three-year vesting period14173 Share Award Scheme The company adopted a share award scheme on August 18, 2021, to reward eligible participants; as of September 30, 2023, the trustee held 7,038,000 company shares, purchased 5,295,000 shares, and awarded 582,000 shares during the quarter Purpose and Participants of the Share Award Scheme The share award scheme aims to reward eligible participants, including employees, connected entities, and service providers, for their contributions to the Group's business success - The share award scheme was adopted on August 18, 2021, to reward eligible participants for their contributions to the Group's business success175 Total Number of Shares Available for Grant As of the announcement date, 95,741,115 award shares, representing 9.94% of the total issued shares, remained available for grant under the share award scheme - As of the announcement date, 95,741,115 award shares, representing 9.94% of the total issued shares, remained available for grant under the share award scheme235 - Under the scheme, the total number of shares awarded shall not exceed 10% of the company's total issued shares on the adoption date (i.e., 963,231,150 shares)19 Maximum Entitlement of Participants The maximum entitlement for any single participant under the share award scheme shall not exceed 1% of the company's total issued shares on the adoption date - The maximum entitlement for any single participant under the share award scheme shall not exceed 1% of the company's total issued shares on the adoption date236 Vesting and Conditions The Board may determine the vesting criteria, conditions, and periods for awards, which will be stipulated in the relevant award letters - The Board may determine the vesting criteria, conditions, and periods for awards, which will be stipulated in the relevant award letters224 Basis for Determining Purchase Price The Board may instruct the trustee to subscribe for or purchase existing shares of the company, with the purchase price range adhering to applicable laws and GEM Listing Rules - The Board may instruct the trustee to subscribe for or purchase existing shares of the company, with the purchase price range adhering to applicable laws and GEM Listing Rules224 Remaining Term of the Scheme The share award scheme has a validity period of 10 years and will expire on August 17, 2031 - The share award scheme has a validity period of 10 years and will expire on August 17, 2031225 Directors' Rights to Acquire Shares and Debentures Except for share options granted to three directors and shares awarded to one director, the company and its subsidiaries have not entered into any arrangements enabling directors to benefit from acquiring shares or debentures - Except for share options granted to three directors and shares awarded to one director, the company and its subsidiaries have not entered into any arrangements enabling directors to benefit from acquiring shares or debentures225 Pre-emptive Rights Neither the company's bye-laws nor Bermuda law contains provisions or restrictions regarding pre-emptive rights - Neither the company's bye-laws nor Bermuda law contains provisions or restrictions regarding pre-emptive rights226 Purchase, Sale, or Redemption of Listed Securities During the third quarter of 2023, the share award scheme trustee purchased 5,295,000 company shares for a total consideration of approximately HK$4,185 thousand, all held in trust by the trustee - During the third quarter of 2023, the share award scheme trustee purchased 5,295,000 company shares for a total consideration of approximately HK$4,185 thousand221 Trustee Share Purchase Details (Q3 2023) | Month | Number of Shares | Highest Purchase Price Per Share (HK$) | Lowest Purchase Price Per Share (HK$) | Approximate Total Consideration (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | June | 1,975,000 | 1.00 | 0.93 | 1,934 | | August | 1,050,000 | 0.70 | 0.59 | 676 | | September | 2,270,000 | 0.79 | 0.58 | 1,575 | | Total | 5,295,000 | | | 4,185 | Compliance with the Code of Conduct for Securities Transactions by Directors The company has adopted a code of conduct for directors' securities transactions no less stringent than the GEM Listing Rules, confirming all directors complied during the third quarter of 2023 - The company has adopted a code of conduct for directors' securities transactions no less stringent than the GEM Listing Rules, and confirms all directors complied with this code during the third quarter of 2023228 Corporate Governance Code The company is committed to maintaining high corporate governance standards and confirms compliance with the code provisions of Appendix 15 to the GEM Listing Rules' Corporate Governance Code throughout the third quarter of 2023 - The company is committed to maintaining high corporate governance standards and confirms compliance with the code provisions of Appendix 15 to the GEM Listing Rules' Corporate Governance Code throughout the third quarter of 2023229239 Competing Interests and Conflicts of Interest During the third quarter of 2023, no directors, controlling shareholders, or their close associates had any direct or indirect business interests competing or potentially competing with the Group's business, nor any conflicts of interest - During the third quarter of 2023, no directors, controlling shareholders, or their close associates had any direct or indirect business interests competing or potentially competing with the Group's business, nor any conflicts of interest239 Audit Committee The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing and overseeing the Group's financial reporting process and internal controls, and has reviewed the unaudited quarterly results - The Audit Committee comprises three independent non-executive directors and is responsible for reviewing and overseeing the Group's financial reporting process and internal controls232 - The Audit Committee has reviewed the unaudited condensed consolidated quarterly results for the period and discussed internal controls and financial reporting matters240 Sufficiency of Public Float The company has maintained a public float in compliance with the GEM Listing Rules - The company has maintained a public float in compliance with the GEM Listing Rules241 General Information The Board of Directors comprises three executive directors, one non-executive director, and three independent non-executive directors, with Mr. Liu Xiaolin serving as Chairman and Executive Director - The Board of Directors includes three executive directors (Mr. Liu Xiaolin, Mr. He Xun, Mr. Huang Song), one non-executive director (Ms. Xu Haiyin), and three independent non-executive directors (Mr. Yan Guoxiang, Dr. He Junjie, Mr. Qian Hongji)243
中国生物科技服务(08037) - 2023 Q3 - 季度业绩