AVCONCEPTHOLD：InterimReport2024-2025.pdf

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1、INTERIM REPORT 2024/252024/25I N T E R I M R E P O R TSTATEMENT OF PROFIT OR LOSS HIGHLIGHTS1 Interim Report 2024-2025 AV Concept Holdings LimitedSix months ended 30 September20242023 HK$millionHK$millionRevenue Semiconductor distribution606.5381.4 Consumer product and product sourcing business22.72

2、3.8 Others0.10.5 629.3405.7 Profit/(loss)before interest,tax,depreciation and non-cash items Corporate(13.9)(15.6)Venture capital(2.1)(9.6)Semiconductor distribution88.665.0 Consumer product and product sourcing business:Selling and distribution expenses(12.0)(9.4)Operating(loss)/profit(2.3)0.7 (14.

3、3)(8.7)Others(0.1)(0.5)58.230.6 Depreciation(0.8)(1.1)Profit for the period attributable to owners of the Company56.331.6 STATEMENT OF FINANCIAL POSITION HIGHLIGHTSAV Concept Holdings Limited Interim Report 2024-2025230 September202431 March2024 HK$millionHK$millionTotal assets1,942.31,872.1Total as

4、sets less current liabilities1,765.21,723.4Total equity1,751.41,709.5Borrowings and lease liabilities71.936.2Cash and cash equivalents95.876.3Financial assets at fair value through profit or loss(included in current assets)4.04.5 99.880.8 Total debt to total equity4.1%2.1%Current assets to current l

5、iabilities141.7%150.8%Cash and cash equivalents and financial assets at fair value through profit or loss(included in current assets)per share(HK$)0.110.09Total equity per share(HK$)1.931.883 Interim Report 2024-2025 AV Concept Holdings LimitedUNAUDITED INTERIM RESULTSThe Board of Directors(the“Boar

6、d”or“Directors”)of AV Concept Holdings Limited(the“Company”)hereby announces the unaudited condensed consolidated results of the Company and its subsidiaries(together referred to as the“Group”)for the six months ended 30 September 2024 as follows:CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSSFOR

7、 THE SIX MONTHS ENDED 30 SEPTEMBER 2024Six months ended 30 September20242023(unaudited)(unaudited)NotesHK$000HK$000Revenue4629,302405,739Cost of sales(619,637)(395,421)Gross profit9,66510,318Other income and gains49,5195,028Selling and distribution expenses(13,896)(11,822)Administrative expenses(33,

8、382)(30,981)Fair value gains/(losses)on financial assets at fair value through profit or loss,net109(7,773)Other expenses,net(569)(1,965)Finance costs5(3,112)(1,328)Share of profits of joint ventures88,09470,310 Profit before tax656,42831,787Income tax7(111)(148)Profit for the period attributable to

9、 owners of the Company56,31731,639 EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY9BasicHK6.20 centsHK3.48 cents DilutedHK6.20 centsHK3.48 cents CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024AV Concept Holdings Limited Interim Report 2024-

10、20254Six months ended 30 September20242023(unaudited)(unaudited)HK$000HK$000PROFIT FOR THE PERIOD56,31731,639OTHER COMPREHENSIVE INCOME/(LOSS)Other comprehensive income/(loss)that may be reclassified to profit or loss in subsequent periods:Exchange differences on translation of foreign operations3,7

11、00(2,313)OTHER COMPREHENSIVE INCOME/(LOSS)THAT MAY BE RECLASSIFIED TO PROFIT OR LOSS IN SUBSEQUENT PERIODS AND OTHER COMPREHENSIVE INCOME/(LOSS)FOR THE PERIOD,NET OF TAX3,700(2,313)TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE COMPANY60,01729,326 CONDENSED CONSOLIDATED STAT

12、EMENT OF FINANCIAL POSITIONAT 30 SEPTEMBER 20245 Interim Report 2024-2025 AV Concept Holdings Limited30 September202431 March2024(unaudited)(audited)NotesHK$000HK$000NON-CURRENT ASSETSProperty,plant and equipment and right-of-use assets1033,02733,367Investment properties132,269130,091Other intangibl

13、e assets3,0553,055Investments in joint ventures1,493,3951,451,801Investments in associatesFinancial assets at fair value through profit or loss1127,12627,126Prepayments and deposits132,5422,396 Total non-current assets1,691,4141,647,836 CURRENT ASSETSInventories111,55189,645Trade receivables1223,192

14、27,735Prepayments,deposits and other receivables1316,38126,048Financial assets at fair value through profit or loss113,9864,506Cash and cash equivalents95,78776,345 Total current assets250,897224,279 CURRENT LIABILITIESTrade payables,deposits received and accrued expenses1450,99957,586Contract liabi

15、lities2,0321.892Lease liabilities49119Interest-bearing bank borrowings71,87836,111Tax payable2,0112,893Financial guarantee obligation50,11250,112 Total current liabilities177,081148,713 NET CURRENT ASSETS73,81675,566 TOTAL ASSETS LESS CURRENT LIABILITIES1,765,2301,723,402 CONDENSED CONSOLIDATED STAT

16、EMENT OF FINANCIAL POSITIONAT 30 SEPTEMBER 2024AV Concept Holdings Limited Interim Report 2024-2025630 September202431 March2024(unaudited)(audited)NotesHK$000HK$000NON-CURRENT LIABILITIESLease liabilities15Deferred tax liabilities13,87913,880 Total non-current liabilities13,87913,895 Net assets1,75

17、1,3511,709,507 EQUITYIssued capital1590,86690,866Reserves1,660,4851,618,641 Equity attributable to owners of the Company1,751,3511,709,507Non-controlling interests Total equity1,751,3511,709,507 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE SIX MONTHS ENDED 30 SEPTEMBER 20247 Interim

18、Report 2024-2025 AV Concept Holdings LimitedAttributable to owners of the Company Issued capitalShare premium accountCapital reserveOther reserveAsset revaluation reserveExchange fluctuation reserveRetained profitsTotalNon-controlling interestsTotal equity HK$000HK$000HK$000HK$000HK$000HK$000HK$000H

19、K$000HK$000HK$000At 1 April 2023(audited)90,866429,71919,484(38,483)38,7657431,062,8221,603,9169,4201,613,336Profit for the period31,63931,63931,639Other comprehensive loss for the period:Exchange differences on translation of foreign operations(2,313)(2,313)(2,313)Total comprehensive income/(loss)f

20、or the period(2,313)31,63929,32629,326Dividend paid(Note 8)(9,087)(9,087)(9,087)At 30 September 2023(unaudited)90,866429,71919,484(38,483)38,765(1,570)1,085,3741,624,1559,4201,633,575 At 1 April 2024(audited)90,866429,71919,484(38,483)38,765(3,162)1,172,3181,709,5071,709,507Profit for the period56,3

21、1756,31756,317Other comprehensive profit for the period:Exchange differences on translation of foreign operations3,7003,7003,700 Total comprehensive income for the period3,70056,31760,01760,017Dividend paid(Note 8)(18,173)(18,173)(18,173)At 30 September 2024(unaudited)90,866429,71919,484(38,483)38,7

22、655381,210,4621,751,3511,751,351 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024AV Concept Holdings Limited Interim Report 2024-20258Six months ended 30 September20242023(unaudited)(unaudited)HK$000HK$000OPERATING ACTIVITIESDividend income received from a joi

23、nt venture46,62016,317Other operating cash flows,net(40,448)(84,038)NET CASH FLOWS FROM/(USED IN)OPERATING ACTIVITIES6,172(67,721)INVESTING ACTIVITIESBank interest received9451,333Interest income from other receivables103565Purchases of items of property,plant and equipment(71)(67)Purchases of inves

24、tment properties(17,718)Other investing cash flows,net50 NET CASH FLOWS FROM/(USED IN)INVESTING ACTIVITIES977(15,837)FINANCING ACTIVITIESNet increase in import and trust receipt loans33,02231,059Dividend paid(18,173)(9,087)Other financing cash flows,net(3,197)(1,558)NET CASH FLOWS FROM FINANCING ACT

25、IVITIES11,65220,414 NET INCREASE/(DECREASE)IN CASH AND CASH EQUIVALENTS18,801(63,144)CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD76,345121,371EFFECT OF FOREIGN EXCHANGE RATE CHANGES,NET641(857)CASH AND CASH EQUIVALENTS AT END OF THE PERIOD,REPRESENTED BY BANK BALANCES AND CASH95,78757,370 NO

26、TES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 20249 Interim Report 2024-2025 AV Concept Holdings Limited1.BASIS OF PREPARATIONThe Company is an investment holding company.Its subsidiaries are principally engaged in marketing and distribution of electroni

27、c components,design,development and sale of consumer products and product sourcing services,and venture capital investment.The condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34“Interim Financial Reporting”issued by the Hong Kong Instit

28、ute of Certified Public Accountants(the“HKICPA”)and the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.2.PRINCIPAL ACCOUNTING POLICIES AND CHANGES IN ACCOUNTING POLICIES AND DISCLOSURESThe accounting polic

29、ies adopted in the preparation of the interim condensed consolidated financial statements for the six months ended 30 September 2024 are consistent with those applied in the preparation of the Groups annual consolidated financial statements for the year ended 31 March 2024,except for the adoption of

30、 the following amendments to Hong Kong Financial Reporting Standards(“HKFRSs”)issued by the HKICPA effective as of 1 April 2024.Amendments to HKFRS 16Lease Liability in a Sale and LeasebackAmendments to HKAS 1Classification of Liabilities as Current or Non-current and related amendments to Hong Kong

31、 Interpretation 5(2020)Amendments to HKAS 1Non-current Liabilities with CovenantsAmendments to HKAS 7 and HKFRS 7Supplier Finance ArrangementsThe adoption of the above amendments to HKFRSs has had no material impact on the interim condensed consolidated financial statements.NOTES TO THE CONDENSED CO

32、NSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024AV Concept Holdings Limited Interim Report 2024-2025103.OPERATING SEGMENT INFORMATIONFor management purposes,the Group is organised into business units based on their products and services and has four reportable operating segm

33、ents as follows:(a)the semiconductor distribution segment engages in the sale and distribution of electronic components;(b)the consumer product and product sourcing business segment engages in the design,development and sale of consumer products and product sourcing services;(c)the venture capital s

34、egment engages in the investments in listed/unlisted equity and debt investments with an ultimate objective of obtaining capital gains on investees equity listing or,in some circumstances,prior to listing.It also includes investments in managed funds,convertible bonds and listed bonds;and(d)the othe

35、rs segment mainly comprises the Groups internet social media business.Management monitors the results of the Groups operating segments separately for the purpose of making decisions about resource allocation and performance assessment.Segment performance is evaluated based on reportable segment prof

36、it/loss,which is a measure of adjusted profit/loss before tax.The adjusted profit/loss before tax is measured consistently with the Groups profit before tax except that bank interest income,interest income from other receivables,rental income,share of profits of joint ventures,finance costs and unal

37、located expenses are excluded from such measurement.NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 202411 Interim Report 2024-2025 AV Concept Holdings Limited3.OPERATING SEGMENT INFORMATION(Continued)Information regarding the above segments is reported

38、below.Six months ended 30 September 2024(Unaudited)SemiconductordistributionConsumerproductand productsourcingbusinessVenturecapitalOthersTotal HK$000HK$000HK$000HK$000HK$000Segment revenue:Sales to external customers606,46122,76873629,302Other revenue181181 Total606,46122,76818173629,483Reconciliat

39、ion:Add:Other revenue(note)(181)Revenue as presented in the condensed consolidated statement of profit or loss629,302 Segment results(1,719)(14,326)(2,199)(93)(18,337)Reconciliation:Bank interest income945Interest income from other receivables103Rental income2,665Share of profits of joint ventures88

40、,094Unallocated expenses(13,930)Finance costs(3,112)Profit before tax56,428 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024AV Concept Holdings Limited Interim Report 2024-2025123.OPERATING SEGMENT INFORMATION(Continued)Six months ended 30 September

41、2023(Unaudited)SemiconductordistributionConsumerproductand productsourcingbusinessVenturecapitalOthersTotal HK$000HK$000HK$000HK$000HK$000Segment revenue:Sales to external customers381,48723,799453405,739Other losses(7,651)(7,651)Total381,48723,799(7,651)453398,088Reconciliation:Add:Other losses(not

42、e)7,651 Revenue as presented in the condensed consolidated statement of profit or loss405,739 Segment results(7,378)(8,693)(9,642)(495)(26,208)Reconciliation:Bank interest income1,333Interest income from other receivables565Rental income2,675Share of profits of joint ventures70,310Unallocated expens

43、es(15,560)Finance costs(1,328)Profit before tax31,787 Note:Other revenue/losses in segment revenue were classified as other income and gains,and fair value gains/(losses)on financial assets at fair value through profit or loss,net,in the condensed consolidated statement of profit or loss.NOTES TO TH

44、E CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 202413 Interim Report 2024-2025 AV Concept Holdings Limited3.OPERATING SEGMENT INFORMATION(Continued)The following is an analysis of the Groups assets and liabilities by segment:Semiconductor distributionConsumer prod

45、uct and product sourcing businessVenture capitalOthersTotal HK$000HK$000HK$000HK$000HK$000Period ended 30 September 2024(unaudited)Segment assets642,19724,0996,0042,356674,656Reconciliation:Elimination of intersegment receivables(473,748)Investments in joint ventures1,493,395Corporate and other unal

46、located assets248,008 Total assets1,942,311 Segment liabilities109,030273,230125,33685,369592,965Reconciliation:Elimination of intersegment payables(473,748)Corporate and other unallocated liabilities71,743 Total liabilities190,960 Year ended 31 March 2024(audited)Segment assets626,21613,2945,6322,5

47、54647,696Reconciliation:Elimination of intersegment receivables(462,881)Investments in joint ventures1,451,801Corporate and other unallocated assets235,499 Total assets1,872,115 Segment liabilities82,781255,943130,32483,548552,596Reconciliation:Elimination of intersegment payables(462,881)Corporate

48、and other unallocated liabilities72,893 Total liabilities162,608 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024AV Concept Holdings Limited Interim Report 2024-2025144.REVENUE,OTHER INCOME AND GAINSAn analysis of revenue,other income and gains is as

49、 follows:RevenueSix months ended 30 September20242023(unaudited)(unaudited)HK$000HK$000Revenue from contracts with customersSemiconductor distribution606,461381,487Consumer product sales and product sourcing business22,76823,799Others73453 629,302405,739 Disaggregated revenue information for revenue

50、 from contracts with customersFor the six months ended 30 September 2024(Unaudited)SegmentsSemiconductordistributionConsumerproduct andproductsourcingbusinessOthersTotal HK$000HK$000HK$000HK$000Total revenue from contracts with customers606,46122,76873629,302 Geographical marketsHong Kong22,7687322,

51、841Singapore606,461606,461 Total revenue from contracts with customers606,46122,76873629,302 Timing of revenue recognitionTransferred at a point in time606,46122,76873629,302 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 202415 Interim Report 2024-2025

52、 AV Concept Holdings Limited4.REVENUE,OTHER INCOME AND GAINS(Continued)An analysis of revenue,other income and gains is as follows:(continued)Disaggregated revenue information for revenue from contracts with customers(continued)For the six months ended 30 September 2023(Unaudited)SegmentsSemiconduct

53、ordistributionConsumerproduct andproductsourcingbusinessOthersTotal HK$000HK$000HK$000HK$000Total revenue from contracts with customers381,48723,799453405,739 Geographical marketsHong Kong39223,79945324,644Singapore381,095381,095 Total revenue from contracts with customers381,48723,799453405,739 Tim

54、ing of revenue recognitionTransferred at a point in time381,48723,799453405,739 Other income and gainsSix months ended 30 September20242023(unaudited)(unaudited)HK$000HK$000Bank interest income9451,333Interest income from other receivables103565Dividend income from listed equity investments50Rental

55、income2,6652,675Foreign exchange differences,net5,583Others223405 9,5195,028 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024AV Concept Holdings Limited Interim Report 2024-2025165.FINANCE COSTSAn analysis of finance costs is as follows:Six months en

56、ded 30 September20242023(unaudited)(unaudited)HK$000HK$000Interest on bank borrowings3,1061,317Interest on lease liabilities611 3,1121,328 6.PROFIT BEFORE TAXThe Groups profit before tax is arrived at after charging/(crediting):Six months ended 30 September20242023(unaudited)(unaudited)HK$000HK$000D

57、epreciation of items of property,plant and equipment401324Depreciation of right-of-use assets432729Foreign exchange differences,net(5,583)1,574 7.INCOME TAXNo provision for Hong Kong profits tax has been made as the Group did not generate any assessable profits arising in Hong Kong during the period

58、(for the six months ended 30 September 2023:nil).Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the jurisdictions in which the Group operates.Six months ended 30 September20242023(unaudited)(unaudited)HK$000HK$000Current ElsewhereCharge for the period111

59、148 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 202417 Interim Report 2024-2025 AV Concept Holdings Limited8.DIVIDENDDividend recognised as distribution during the period:Six months ended 30 September20242023(unaudited)(unaudited)HK$000HK$000Final di

60、vidend declared and paid HK$0.02(2023:HK$0.01)per ordinary share18,1739,087 On 26 November 2024,the Board of Directors resolved to declare an interim dividend of HK$0.01(for the six months ended 30 September 2023:Nil)per share for the six months ended 30 September 2024,amounting to a total of approx

61、imately HK$9,087,000(for the six months ended 30 September 2023:Nil),payable on or around 30 December 2024 to shareholders whose names appear on the register of members of the Company on 12 December 2024.9.EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANYThe calculation of the basic earnings

62、per share amount is based on the profit for the period attributable to owners of the Company,and the number of ordinary shares of 908,663,302(for the six months ended 30 September 2023:908,663,302)in issue during the period.Certain subsidiaries of the Group issued share option to their employees and

63、 directors for the period ended 30 September 2023.No adjustment has been made to the Companys earnings per shares amounts presented for the period ended 30 September 2023 in respect of these share options issued by the Companys subsidiaries as they had an antidilutive effect on the earnings per shar

64、e amount presented.The Company had no dilutive potential ordinary shares in issue for the current period.The calculation of basic and diluted earnings per share is based on:Six months ended 30 September20242023(unaudited)(unaudited)HK$000HK$000EarningsProfit attributable to owners of the Company,use

65、d in the basic and diluted earnings per share calculation56,31731,639 Number of shares30 September202430 September2023 SharesNumber of ordinary shares in issue during the period used in the basic and diluted earnings per share calculation908,663,302908,663,302 NOTES TO THE CONDENSED CONSOLIDATED FIN

66、ANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024AV Concept Holdings Limited Interim Report 2024-20251810.PROPERTY,PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS30 September 202431 March2024(unaudited)(audited)HK$000HK$000Property,plant and equipment12,84912,757Right-of-use assets20,17820,610

67、 33,02733,367 During the six months ended 30 September 2024,the Group acquired property,plant and equipment at an aggregate cost of approximately HK$71,000(six months ended 30 September 2023:HK$67,000).11.FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS30 September202431 March2024(unaudited)(au

68、dited)HK$000HK$000Listed equity investments7851,461Listed bond investments130138Equity investment traded over-the-counter1,8361,672Unlisted equity investments1,2351,235Key management insurance contracts27,12627,126 31,11231,632 Analysed for reporting purpose as:Current assets3,9864,506Non-current as

69、sets27,12627,126 31,11231,632 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 202419 Interim Report 2024-2025 AV Concept Holdings Limited12.TRADE RECEIVABLES30 September202431 March2024(unaudited)(audited)HK$000HK$000Trade receivables67,11271,655Impairme

70、nt(43,920)(43,920)23,19227,735 The Groups trading terms with customers vary with the type of products supplied.Invoices are normally payable within 30 to 45 days of issuance,except for well-established customers,where the terms are extended to over 60 days.For customer-specific and highly specialise

71、d items,deposits in advance or letters of credit may be required prior to the acceptance and delivery of the products.Each customer has a maximum credit limit.The Group seeks to maintain strict control over its outstanding receivables and has a credit control policy to minimise credit risk.A credit

72、committee consisting of senior management and the directors of the Company has been established to review and approve large customer credits.In view of the aforementioned and the fact that the Groups trade receivables relate to a large number of diversified customers,there is no significant concentr

73、ation of credit risk.The Group does not hold any collateral or other credit enhancements over these balances.Trade receivables are non-interest-bearing.Included in the Groups trade receivables are amounts due from the Groups associates of HK$14,336,000(31 March 2024:HK$9,549,000),which are repayable

74、 on credit terms similar to those offered to the major customers of the Group.An ageing analysis of the trade receivables as at the end of the reporting period,based on the invoice date and net of loss allowance,is as follows:30 September202431 March2024(unaudited)(audited)HK$000HK$000Within 1 month

75、10,39622,4021 to 2 months5777792 to 3 months1,512893 to 12 months10,4753,673Over 12 months232792 23,19227,735 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024AV Concept Holdings Limited Interim Report 2024-20252013.PREPAYMENTS,DEPOSITS AND OTHER RECE

76、IVABLES30 September 202431 March 2024(unaudited)(audited)HK$000HK$000Prepayments1,2601,905Deposits11,1718,887Other receivables29,60940,769 42,04051,561Provision for impairment of other receivables(23,117)(23,117)18,92328,444Portion classified as non-current:Prepayments and deposits(2,542)(2,396)Curr

77、ent portion16,38126,048 14.TRADE PAYABLES,DEPOSITS RECEIVED AND ACCRUED EXPENSES30 September202431 March2024(unaudited)(audited)HK$000HK$000Trade payables31,94739,507Deposits received3,0062,151Accrued expenses16,04615,928 50,99957,586 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE S

78、IX MONTHS ENDED 30 SEPTEMBER 202421 Interim Report 2024-2025 AV Concept Holdings Limited14.TRADE PAYABLES,DEPOSITS RECEIVED AND ACCRUED EXPENSES(Continued)An ageing analysis of the trade payables as at the end of the reporting period,based on the payment due date,is as follows:30 September202431 Mar

79、ch2024(unaudited)(audited)HK$000HK$000Trade payables:Current25,44538,7091 to 30 days4,19230431 to 60 days19Over 60 days2,310475 31,94739,507 The trade payables are non-interest bearing and are normally settled between 30 and 90 days.15.SHARE CAPITALNumber of ordinary shares of HK$0.10 eachHK$000 Aut

80、horised:At 1 April 2023(audited),30 September 2023 (unaudited),31 March 2024(audited)and 30 September 2024(unaudited)2,000,000,000200,000 Issued and fully paid:At 1 April 2023(audited),30 September 2023 (unaudited),31 March 2024(audited)and 30 September 2024(unaudited)908,663,30290,866 NOTES TO THE

81、CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024AV Concept Holdings Limited Interim Report 2024-20252216.FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTSFair value of the Groups financial assets that are measured at fair value on a recurring basisSome of the Grou

82、ps financial assets are measured at fair value at the end of each reporting period.The following table gives information about how the fair values of these financial assets are determined(in particular,the valuation techniques and inputs used),as well as the level of the fair value hierarchy into wh

83、ich the fair value measurements are categorised(levels 1 to 3)based on the degree to which the inputs to the fair value measurements is observable.Level 1 fair value measurements are those derived from quoted prices(unadjusted)in active markets for identical assets or liabilities;Level 2 fair value

84、measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability,either directly(i.e.as prices)or indirectly(i.e.derived from prices);and Level 3 fair value measurements are those derived from valuation techniques that include

85、 inputs for the asset or liability that are not based on observable market data(unobservable inputs).NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 202423 Interim Report 2024-2025 AV Concept Holdings Limited16.FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRU

86、MENTS(Continued)Fair value of the Groups financial assets that are measured at fair value on a recurring basis(Continued)Financial assetsFair value as at 30 September 2024Fair value hierarchyValuation techniques and key inputs Listed equity investments,at market value classified as financial assets

87、at fair value through profit or loss in the condensed consolidated statement of financial positionHK$785,000(As at 31 March 2024:HK$1,461,000)Level 1Quoted market prices in an active marketListed bond investments,at market value classified as financial assets at fair value through profit or loss in

88、the condensed consolidated statement of financial positionHK$130,000(As at 31 March 2024:HK$138,000)Level 1Quoted market prices in an active marketEquity investment traded over-the-counter,at market value classified as financial assets at fair value through profit or loss in the condensed consolidat

89、ed statement of financial positionHK$1,836,000(As at 31 March 2024:HK$1,672,000)Level 1Quoted market price in an active marketUnlisted equity investments classified as financial assets at fair value through profit or loss in the condensed consolidated statement of financial positionHK$1,235,000(As a

90、t 31 March 2024:HK$1,235,000)Level 3Values are estimated with reference to multiples of comparable listed companies,such as income approach by discounted cash flows method or issued prices of recent transactionsKey management insurance contracts classified as financial assets at fair value through p

91、rofit or loss in the condensed consolidated statement of financial positionHK$27,126,000(As at 31 March 2024:HK$27,126,000)Level 3Values are estimated based on the account values less surrender charges quoted by the vendorsNote:In managements opinion,the sensitivity analysis is unrepresentative as i

92、t does not reflect the exposure during the period/year.NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024AV Concept Holdings Limited Interim Report 2024-20252416.FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS(Continued)Fair value of the Groups financ

93、ial assets that are measured at fair value on a recurring basis(Continued)There were no transfer between different levels of fair value hierarchy for the six months ended 30 September 2024 and 30 September 2023.The directors of the Company consider that the carrying amounts of financial assets and f

94、inancial liabilities recorded at amortised cost in the condensed consolidated financial statements approximate to their fair values.Reconciliation of Level 3 fair value measurements of financial assetsHK$000 At 31 March 2023(audited)and 30 September 2023(unaudited)26,790Total gains recognised in pro

95、fit or loss1,571 At 31 March 2024(audited)and 30 September 2024(unaudited)28,361 Fair value measurement and valuation processesIn estimating the fair value of an asset or a liability,the Group uses market-observable data to the extent it is available.Where Level 1 inputs are not available,the Group

96、would consider engaging independent valuer to perform the valuation on regular basis.The management of the Company works closely with the valuer to establish the appropriate valuation techniques and inputs to the model.For the valuation of key management insurance contracts and unlisted equity inves

97、tments,the management of the Company estimated the expected amount based on the current available information.Information about the valuation techniques and inputs used in determining the fair value of various assets are disclosed above.NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE

98、 SIX MONTHS ENDED 30 SEPTEMBER 202425 Interim Report 2024-2025 AV Concept Holdings Limited17.RELATED PARTY TRANSACTIONS(a)In addition to the transactions detailed elsewhere in this interim report,the Group had the following material transactions with related parties during the period:Six months ende

99、d 30 September 20242023(unaudited)(unaudited)NotesHK$000HK$000Joint venture:Dividend income(i)46,62016,317Associates:Sale of products(ii)4,91210,562Commission expenses(iii)891,300 Notes:(i)The dividends declared by the joint venture of the Group were for the interim dividends for the six months ende

100、d 30 June 2024 and 30 June 2023.(ii)The sale to associates were made at prices and terms mutually agreed between the parties.(iii)The commission expenses paid to an associate were made at prices and terms mutually agreed between the parties.(b)Compensation of key management personnel of the GroupThe

101、 Groups key management personnel are the executive directors of the Company.The remuneration of key management during the period is as follows:Six months ended 30 September20242023(unaudited)(unaudited)HK$000HK$000Salaries and other short-term employee benefits7,0457,195Pension scheme contributions3

102、96337 7,4417,532 The remuneration of directors is determined having regard to the performance of individuals and market trends.MANAGEMENT DISCUSSION AND ANALYSISAV Concept Holdings Limited Interim Report 2024-202526BUSINESS REVIEW AND PROSPECTSThe following sets out the financial highlights for the

103、six months ended 30 September 2024,with the comparative figures for the corresponding six months period of 2023.Six months ended 30 September20242023 HK$millionHK$millionRevenue by segmentSemiconductor distribution606.5381.4Consumer product and product sourcing business22.723.8Venture capital0.2(7.6

104、)Others0.10.5 629.5398.1 Profit/(loss)before interest,tax,depreciation and non-cash itemsCorporate(13.9)(15.6)Venture capital(2.1)(9.6)Semiconductor distribution88.665.0Consumer product and product sourcing business:Selling and distribution expenses(12.0)(9.4)Operating(loss)/profit(2.3)0.7 (14.3)(8.

105、7)Others(0.1)(0.5)58.230.6 DepreciationCorporate(0.1)Venture capital(0.1)(0.3)Semiconductor distribution(0.7)(0.7)Total depreciation(0.8)(1.1)Profit before interest and tax58.631.7Interest expenses(3.1)(1.3)Bank interest income0.91.3 Profit before tax56.431.7Income tax(0.1)(0.1)Profit for the period

106、 attributable to owners of the Company56.331.6 MANAGEMENT DISCUSSION AND ANALYSIS27 Interim Report 2024-2025 AV Concept Holdings LimitedBUSINESS REVIEWDuring the period under review,the global economy demonstrated resilience,with growth stabilizing at a moderate pace.Central banks are proceeding wit

107、h monetary policy rate cuts as inflation continues to moderate and labour market pressures ease.Organisation for Economic Co-operation and Development(OECD)projections suggest that global GDP growth will hold steady at 3.2%in both 2024 and 2025.This stability is expected to be supported by ongoing d

108、isinflation,improving real incomes,and less restrictive monetary policies across many economies.However,the outlook remains tempered by persisting geopolitical and trade tensions,which potentially threaten to dampen investment and raise import prices.In addressing the challenges confronting global e

109、conomies,the Group displayed exceptional resilience and adaptability in its strategic approach.The Groups revenue amounted to HK$629.5 million,representing an increase of 55%compared to the previous period(2023:HK$398.1 million).Among which,the semiconductor distribution business generated a revenue

110、 of HK$606.5 million(2023:HK$381.4 million).The consumer product and product sourcing business recorded a revenue of HK$22.7 million(2023:HK$23.8 million).The venture capital business experienced a profit of HK$0.2 million(2023:a loss of HK$7.6 million).Lastly,the internet social media business repo

111、rted a revenue of HK$0.1 million(2023:HK$0.5 million).Semiconductor Distribution BusinessGlobal semiconductor revenue is expected to see significant growth,with projections indicating a 19%increase in 2024 to US$630 billion and a further 14%rise in 2025,reaching US$717 billion,according to Gartner,I

112、nc.This growth is primarily fuelled by the surging demand for artificial intelligence(“AI”)related semiconductors and a recovery in electronic production.Graphics processing units(“GPUs”)have emerged as a critical driver of semiconductor revenue,particularly in AI model development and training.High

113、-bandwidth memory(“HBM”),a vital component for next-generation AI servers,is experiencing explosive growth,with revenues projected to rise by 284%in 2024 and another 70%in 2025,totalling US$21 billion.The memory market is also poised for robust expansion.Global memory revenue is forecast to growth b

114、y 20.5%in 2025,reaching US$196.3 billion,driven by DRAM and NAND markets.Among which,DRAM revenues are anticipated to rebound significantly,reaching US$115.6 billion in 2025,up from US$90.1 billion in 2024,supported by improving supply dynamics and increasing demand for high-performance memory solut

115、ions like DDR5 and HBM.This rapid growth reflects the pivotal role of advanced memory technologies in enabling the next wave of AI and electronic innovation.During the period under review,the Groups semiconductor distribution business recorded a revenue of HK$606.5 million(2023:HK$381.4 million)whic

116、h came mainly from its Singapore subsidiary that focuses on Southeast Asian countries such as India,Indonesia,Malaysia,Thailand and Vietnam.Memory chips are the main product sold to the Singapore market followed by thin film transistor liquid crystal displays and panels which are widely used in LCD

117、televisions.MANAGEMENT DISCUSSION AND ANALYSISAV Concept Holdings Limited Interim Report 2024-202528After an underwhelming 2023,the semiconductor industry is back on course for stellar growth.According to Deloittes 2024 Global Semiconductor Industry Outlook report,the memory chip segment,is projecte

118、d to rebound,largely due to the surging demand for AI-related semiconductors.The increasing need for high-performance memory solutions to support AI applications is expected to bolster the memory chip market significantly.Notably,the Groups Singapore subsidiary,which handles operations across the As

119、ia-Pacific region,focuses on memory chips for servers and is poised to benefit significantly from the increasing demand for AI server capabilities.The integration of AI elements into server demands is expected to enhance performance and efficiency,further driving the positive impact on the semicondu

120、ctor business in this sector.During the period under review,the revenue of the Groups joint venture AVP Electronics Limited and its subsidiaries(“AVPEL Group”)was not included in the Groups consolidated financial statements.It recorded a revenue of HK$12,664 million(2023:HK$10,895 million).AVPEL Gro

121、ups main customers are Chinas major mobile phone manufacturers and component suppliers.AVPEL Group primarily engages in distribution of Samsung Electronics including CMOS image sensors and multi-layer packaged chips.Compared to the previous year,the Groups share of profit in AVPEL Group increased,at

122、tributed to the continued recovery in the China handset market.In 2024,Chinas smartphone market experienced a notable recovery after consecutive years of decline.According to the International Data Corporation(“IDC”),In the second quarter of 2024,Chinas smartphone shipments totalled 71.6 million uni

123、ts,marking an 8.9%year-over-year(“YoY”)increase,the third consecutive quarter of growth as the market continued to recover from a multi-year decline.This momentum carried into the third quarter,with shipments rising by 3.2%YoY to reach 68.8 million units.Cumulatively,by the end of the third quarter,

124、the market had shipped approximately 209.7 million units in 2024.Consumer Product and Product Sourcing BusinessThe overall operation of the Groups consumer product and product sourcing business is mainly managed by one of its subsidiaries,AVC Technology(International)Limited.This subsidiary is respo

125、nsible for distributing a diverse array of electronic products,encompassing small home appliances and the latest technology gadgets,all aimed at enhancing customers quality of life and meeting their diverse needs.During the period under review,the Groups consumer product and product sourcing busines

126、s recorded a revenue of HK$22.7 million(2023:HK$23.8 million).The strategic focus has been concentrated in the Indonesian and Hong Kong markets,with particular attention on brands like Nakamichi and SOUL,while shifting away from white goods.Indonesias e-commerce sector has experienced significant gr

127、owth in recent years and is continuously expanding.According to Statista,the Indonesian market is projected to reach US$50.22 billion,with an expected annual growth rate of 9.57%from 2024 to 2029,culminating in a market volume of US$79.30 billion by 2029.This robust growth is primarily driven by inc

128、reased internet and smartphone penetration,a burgeoning middle class,and a growing preference for online shopping.The number of e-commerce users in Indonesia is expected to reach 99.1 million by 2029,up from 23.9%user penetration in 2024 to 34.8%by 2029.MANAGEMENT DISCUSSION AND ANALYSIS29 Interim R

129、eport 2024-2025 AV Concept Holdings LimitedHowever,the market does face challenges,including regulatory measures aimed at protecting local businesses.In October 2024,the Indonesian government requested tech giants like Apple and Google to block certain foreign e-commerce apps,such as Chinas Temu,to

130、prevent unhealthy competition and safeguard local enterprises.Nevertheless,the growing trend in Indonesias e-commerce market is expected to persist.During the period under review,the Group continued strengthening its foothold in Indonesias thriving e-commerce market through a localized and adaptive

131、strategy,focusing on tailored offerings,mobile optimization,and strategic partnerships with local logistics providers and influencers.By enhancing customer service,optimizing digital platforms,and staying agile to trends,the Group deepened its market presence,laying a solid foundation for future gro

132、wth.Internet Social Media BusinessDuring the period under review,revenue from 830 Lab Limited(“830 Lab”)was HK$0.1 million(2023:HK$0.5 million).830 Lab is dedicated to helping its clients to promote their brands and businesses online.830 Lab offers not only web design and development services,but al

133、so online content creation services including filming,photography,and post-production.The Group remains committed to the dynamic internet social media business landscape,which is continually evolving and giving rise to a wide array of supplementary businesses offering new opportunities.Leveraging it

134、s extensive brand resources and drawing from its wealth of experience in operational strategy,the Group is well-prepared to navigate this ever-changing terrain.In addition to actively monitoring of the latest industry developments,the Group recognizes the crucial role of creativity and cutting-edge

135、technologies in capitalizing on emerging trends and staying at the forefront of the evolving social media ecosystem.Venture Capital BusinessDuring the period under review,the Groups venture capital business recorded a profit of HK$0.2 million(2023:a loss of HK$7.6 million),mainly due to fair value g

136、ains/losses on financial assets at fair value through profit or loss,net,and dividend income from listed equity investments in the current period.As of 30 September 2024,listed and unlisted equity investments,listed bond investments,equity investment traded over-the-counter and key management insura

137、nce contracts were held at a fair market value of HK$31.1 million(31 March 2024:HK$31.6 million)by the Group.During the period under review,the Groups venture capital business recorded a fair value gains on financial assets at fair value through profit or loss,net of HK$0.1 million(2023:fair value l

138、oss on financial assets at fair value through profit or loss,net of HK$7.8 million).The venture capital business has always contributed considerable income for the Group.The ultimate objective for these investments is to make capital gains on investees equity listings or,in some circumstances,prior

139、to listing.On 30 September 2024,the Groups major strategic investments included investments in Tooniplay Co.,Ltd.and Urban City Joint Stock Company.Tooniplay Co.,Ltd.is a Korean-based mobile game developer,and Urban City Joint Stock Company is a Vietnamese e-commerce company.MANAGEMENT DISCUSSION AN

140、D ANALYSISAV Concept Holdings Limited Interim Report 2024-202530PROSPECTLooking ahead,the global economic outlook is shaped by a mix of optimism and uncertainty.The election of President-elect Donald Trump has brought renewed focus on protectionist trade policies,with proposed tariffs on imports rai

141、sing concerns over potential disruptions to global supply chains and higher costs for businesses and consumers.Geopolitical tensions,particularly in the Middle East and Eastern Europe,continue to pose risks to global stability.Inflation pressures have been a concern,with the Federal Reserve indicati

142、ng a cautious approach to further interest rate cuts,citing a resilient economy and higher-than-expected inflation data.Globally,monetary and fiscal policies are in a state of transition,with central banks balancing the need to support growth while managing inflationary pressures.The International M

143、onetary Funds October 2024 World Economic Outlook reports stable but underwhelming global growth,with the balance of risks tilted to the downside.Overall,the economic landscape remains complex,requiring careful navigation of policy decisions to sustain growth and stability.Apart from the political s

144、hifts and evolving monetary measures,other transformative forces are reshaping the global landscape,with AI standing out as a key driver of change.The global semiconductor industry,essential to powering AI advancements,continues to experience robust growth,fuelled by surging demand for AI technologi

145、es,advanced memory solutions,and a rapid digital transformation across sectors.However,this booming landscape is not without uncertainties.Some dynamics happened in the industry add an element of unpredictability to the otherwise optimistic outlook for the sector.As AI revolutionizes the semiconduct

146、or industry,its transformative influence is fuelling advancements across other sectors,with e-commerce emerging as a key beneficiary.As the largest e-commerce market in Southeast Asia,Indonesia is leveraging its rapidly expanding digital infrastructure,youthful population,and increasing internet pen

147、etration to drive significant economic change.AI-powered innovations,from personalized shopping experiences to streamlined logistics,are accelerating this growth,positioning Indonesia as a pivotal player in the global e-commerce landscape and a hub of immense potential for years to come.Moving forwa

148、rd,the Group remains committed to its core business in semiconductor distribution,while actively adapting to the major trends reshaping the industry.With the surge in demand driven by AI advancements,growing e-commerce markets,and the increasing importance of advanced memory solutions,the Group is s

149、trategically positioned to leverage these opportunities.At the same time,the Group remains vigilant of potential challenges,including geopolitical tensions,evolving trade policies,and rapid technological shifts that could influence market dynamics.With our extensive industry knowledge,a robust busin

150、ess foundation,and a forward-looking approach,the Group is prepared to navigate uncertainties,confront challenges,and capitalize on emerging opportunities.We are confident that our resilience,adaptability,and strategic foresight will enable us to thrive in this transformative era of global industry

151、evolution.MANAGEMENT DISCUSSION AND ANALYSIS31 Interim Report 2024-2025 AV Concept Holdings LimitedLIQUIDITY AND FINANCIAL RESOURCESThe total debt position and the gearing ratio as at 30 September 2024 and 31 March 2024 are shown as follows:30 September202431 March2024 HK$millionHK$millionCash and c

152、ash equivalents95.876.3Financial assets at fair value through profit or loss(included in current assets)4.04.5 99.880.8 Borrowings and lease liabilities71.936.2 Total equity1,751.41,709.5 Total debt to total equity4.1%2.1%As at 30 September 2024,the Group had cash and cash equivalents(i.e.cash and b

153、ank balances and deposits with other financial institutions)of HK$95.8 million(31 March 2024:HK$76.3 million),while the Groups financial assets at fair value through profit or loss(included in current assets)amounted to HK$4.0 million(31 March 2024:HK$4.5 million).The financial assets at fair value

154、through profit or loss included a balanced mix of fixed income,equity and alternative investments and such amount represented the cash reserves held for the Groups medium to long term business development and would form an integral part of the Groups treasury.The total debt to total equity ratio as

155、at 30 September 2024 was 4.1%(31 March 2024:2.1%),while the Groups total equity as at 30 September 2024 was HK$1,751.4 million(31 March 2024:HK$1,709.5 million),with the total balances of cash and cash equivalents,and financial assets at fair value through profit or loss(included in current assets)a

156、s at 30 September 2024 of HK$99.8 million(31 March 2024:HK$80.8 million).MANAGEMENT DISCUSSION AND ANALYSISAV Concept Holdings Limited Interim Report 2024-202532LIQUIDITY AND FINANCIAL RESOURCES(Continued)The working capital position of the Group remains healthy.As at 30 September 2024,the liquidity

157、 ratio was 142%(31 March 2024:151%).30 September202431 March2024 HK$millionHK$millionCurrent assets250.9224.3Current liabilities(177.1)(148.7)Net current assets73.875.6 Current assets to current liabilities142%151%Management is confident that the Group follows a prudent policy in managing its treasu

158、ry position,and maintains a high level of liquidity to ensure that the Group is well placed to take advantage of growth opportunities for the business.SIGNIFICANT INVESTMENTSAs at 30 September 2024,the Group recorded financial assets at fair value through profit or loss of approximately HK$31.1 mill

159、ion(31 March 2024:HK$31.6 million).For a detailed breakdown of financial assets at fair value through profit or loss,please refer to note 11 in the condensed consolidated statement of financial position.For the performance during the period and future prospects of financial assets at fair value thro

160、ugh profit or loss,please refer to the section“Business Review Venture Capital Business”on page 29 of this report.PLEDGE OF ASSETSCertain of the Groups financial assets at fair value through profit or loss have been pledged to secure the bank facilities granted to the Group.EMPLOYEESAs at 30 Septemb

161、er 2024,the Group employed a total of approximately 140(31 March 2024:approximately 134)full-time employees.The Group recruits and promotes individuals based on merit and their development potentials for the positions offered.Remuneration package is determined with reference to their performance and

162、 the prevailing salary levels in the market.Discretionary bonuses may granted based on the Groups and individuals performances.OTHER INFORMATION33 Interim Report 2024-2025 AV Concept Holdings LimitedDIRECTORS AND CHIEF EXECUTIVES INTERESTS IN SHARES AND UNDERLYING SHARESAs at 30 September 2024,the i

163、nterests of the directors and chief executive of the Company in the shares and underlying shares of the Company or its associated corporations(within the meaning of Part XV of the Securities and Futures Ordinance(the“SFO”),as recorded in the register required to be kept by the Company pursuant to se

164、ction 352 of the SFO,or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers(the“Model Code”)contained in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong

165、 Limited(the“Listing Rules”),are as follows:Long position in the shares of the Company and associated corporationInterests in shares of the CompanyName of Director and chief executiveNature of interest and capacityNumber of ordinary shares of the CompanyApproximate percentage of interest in the issu

166、ed sharesDr.So Yuk Kwan(“Dr.So”)Corporate interest Beneficial owner535,697,46852,058,400(Note)64.68%Note:These shares include(i)423,529,602 shares of the Company held by B.K.S.Company Limited(“BKS”);(ii)112,167,866 shares of the Company held by Jade Concept Limited(“Jade Concept”);and(iii)52,058,400

167、 shares of the Company held by Dr.So as beneficial owner.Dr.So is deemed to be interested in 587,755,868 shares of the Company by virtue of his interests in BKS and Jade Concept,the particulars are more fully described in the section headed“Interests of Substantial Shareholders”below.Save as disclos

168、ed above,as at 30 September 2024,none of the directors and chief executive of the Company had registered any interests or short positions in the shares,underlying shares or debentures of the Company or any of its associated corporations(within the meaning of Part XV of the SFO)as recorded in the reg

169、ister required to be kept under section 352 of the SFO,or as otherwise notified to the Company,pursuant to the Model Code.OTHER INFORMATIONAV Concept Holdings Limited Interim Report 2024-202534DIRECTORS RIGHTS TO ACQUIRE SHARES OR DEBENTURESSave as disclosed in the section headed“Directors and Chief

170、 Executives Interests in Shares and Underlying Shares”above,at no time during the period were rights to acquire benefits by means of the acquisition of shares in or debentures of the Company granted to any directors or their respective spouses or minor children,or were any such rights exercised by t

171、hem;or was the Company or any of its subsidiaries a party to any arrangement to enable the directors to acquire such rights in any other body corporate.INTERESTS OF SUBSTANTIAL SHAREHOLDERSAs at 30 September 2024,the following substantial shareholders(other than the directors and chief executive of

172、the Company)had interests of 5%or more in the shares of the Company as recorded in the register required to be kept under section 336 of the SFO:Long position in the shares of the CompanyName of shareholderNature of capacityNumber of shares heldApproximate percentage of interest in the issued shares

173、BKSBeneficial owner423,529,602(Note 1)46.61%Jade ConceptBeneficial owner112,167,866(Note 2)12.34%Madam Yeung Kit Ling (“Madam Yeung”)Interest of spouse587,755,868(Note 3)64.68%Notes:1.BKS is beneficially owned by Dr.So.By virtue of the SFO,Dr.So is deemed to be interested in 423,529,602 shares of th

174、e Company held by BKS.2.Jade Concept is beneficially owned by Dr.So.By virtue of the SFO,Dr.So is deemed to be interested in 112,167,866 shares of the Company held by Jade Concept.3.As Madam Yeung is the spouse of Dr.So,by virtue of the SFO,she is deemed to be interested in the shares of the Company

175、 held by BKS and Jade Concept in which Dr.So has interest,and 52,058,400 shares held by Dr.So as beneficial owner.Save as disclosed above,as at 30 September 2024,the Company has not been notified by any person or corporation(other than the directors and chief executive of the Company whose interests

176、 are set out above)having interests in the shares and underlying shares of the Company which were required to be notified to the Company pursuant to Part XV of the SFO or which are recorded in the register required to be kept by the Company under section 336 of the SFO.OTHER INFORMATION35 Interim Re

177、port 2024-2025 AV Concept Holdings LimitedPURCHASE,SALE OR REDEMPTION OF THE COMPANYS LISTED SECURITIESNeither the Company nor any of its subsidiaries purchased,sold or redeemed any of the Companys listed securities during the period.COMPLIANCE WITH CORPORATE GOVERNANCE CODEThe Company has complied

178、with the code provisions set out in the Code on Corporate Governance and Corporate Governance Report(the“Corporate Governance Code”)contained in Appendix 14 of the Listing Rules throughout the six months ended 30 September 2024,except for the deviation of code provision C.2.1 of the Corporate Govern

179、ance Code as express below:Code provision C.2.1 stipulates that the roles of Chairman and Chief Executive should be separate and should not be performed by the same individual.During the period under review,the positions of Chairman and Chief Executive Officer(the“CEO”)of the Company are held by Dr.

180、So.The Board believes that vesting the roles of both the Chairman and the CEO in the same person can facilitate the execution of the Groups business strategies and boost effectiveness of its operation.Therefore,the Board considers that the deviation from the code provision C.2.1 of the Corporate Gov

181、ernance Code is appropriate in such circumstance.In addition,under the supervision of the Board of Directors which is comprised of three executive Directors and three independent non-executive Directors,the Board of Directors is appropriately structured with balance of power to provide sufficient ch

182、ecks to protect the interests of the Group and its shareholders.MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORSThe Company has adopted the Model Code contained in Appendix 10 of the Listing Rules.Having made specific enquiry with the directors,all directors confirmed that they have complied with

183、 the required standard as set out in the Model Code throughout the six months ended 30 September 2024.OTHER INFORMATIONAV Concept Holdings Limited Interim Report 2024-202536AUDIT COMMITTEEThe audit committee of the Company(the“Audit Committee”),which was established in accordance with the requiremen

184、ts of the Listing Rules,for the purposes of reviewing and providing supervision over the Groups financial reporting processes and internal controls.The Audit Committee,comprising three independent non-executive Directors,namely Mr.Lai Yat Hung Edmund(Chairman of Audit Committee),Dr.Lui Ming Wah,PhD,

185、SBS,JP and Ms.Au-Yeung Kit Ping,has reviewed with management the accounting principles and practices adopted by the Group and discussed auditing,internal control and financial reporting matters including a review of the unaudited condensed consolidated interim results of the Group for the six months

186、 ended 30 September 2024.INTERIM DIVIDENDThe Board of Directors has resolved to declare an interim dividend of HK$0.01(2023:Nil)per share for the six months ended 30 September 2024.The interim dividend will be payable on or around 30 December 2024 to shareholder whose names appear on the register of

187、 members of the Company on 12 December 2024.CLOSURE OF REGISTER OF MEMBERSIn order to determine the list of shareholders who are entitled to receive the interim dividend for the six months ended 30 September 2024,the Companys register of members will be closed from Wednesday,11 December 2024 to Thur

188、sday,12 December 2024,both days inclusive.Shareholders are reminded that in order to qualify for the interim dividend,all transfers of shares,accompanied by the relevant share certificates,must be lodged with the Companys share registrar in Hong Kong,Tricor Tengis Limited at 17th Floor,Far East Fina

189、nce Centre,16 Harcourt Road,Hong Kong for registration not later than 4:30 p.m.on Tuesday,10 December 2024.By Order of the Board ofAV CONCEPT HOLDINGS LIMITEDSo Yuk KwanChairmanHong Kong,26 November 2024As at the date of this report,the Board comprises three executive Directors,Dr.So Yuk Kwan(Chairman),Mr.So Kevin Chi Heng and Mr.So Chi Sun Sunny and three independent non-executive Directors,Dr.Lui Ming Wah,PhD,SBS,JP,Mr.Lai Yat Hung Edmund and Ms.Au-Yeung Kit Ping.