股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年8月31日 | 狀態: 新提交 | | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | 公司名稱: | 安全貨倉有限公司 | | | 呈交日期: | 2025年9月1日 | | | I. 法定/註冊股本變動 | 不適用 | | FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00237 | 說明 | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 405,000,000 | | 0 | | 405,000,000 | | 增加 / 減少 (-) | | | 0 | | 0 | ...

SAFETY GODOWN COMPANY, LIMITED （安全貨倉有限公司） 之 組織章程細則 （經由二零二五年八月十五日通過的特別決議案採納） 於一九六零年九月一日註冊成立 香港 本公司組織章程細則應以英文本為準，中文翻譯稿僅供參考。 商業登記號碼：01052341 公司條例（第622章） SAFETY GODOWN COMPANY, LIMITED （安全貨倉有限公司） 之 特別決議案 於二零二五年八月十五日通過 安全貨倉有限公司（「本公司」）於二零二五年八月十五日（星期五）假座香港九龍觀塘榮 業街2號振萬廣場3樓「The LU+」商務中心召開並舉行之股東週年大會上，下述決議案 獲正式通過為特別決議案： 特別決議案 「動議： （簽署）呂榮雯 呂榮雯 大會主席 (a) 謹此批准建議修訂（「建議修訂」）本公司現有組織章程細則（「現有章程細則」），其 詳情載於本公司日期為二零二五年七月十日的通函附錄五； (b) 批准及採納本公司新組織章程細則（「新章程細則」）（包含所有建議修訂），其註有 「A」字樣的副本已提呈是次大會，並由是次大會主席簽署以資識別，以取代及摒除 現有章程細則，即時生效；及 (c) 授權本 ...

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 之 內 容 概 不 負 責 ， 對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明 ， 並 明 確 表 示 概 不 就 因 本 公 告 全 部 或 任 何 部 份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 | 特別決議案 | | 票數 | | | --- | --- | --- | --- | | | | (%) | | | | | 贊成 | 反對 | | 批准建議修訂本公司現有組織章程細則及採納本公司新 | 八、 | 268,062,770 | 66 | | 組織章程細則。 | | (99.99%) | (0.01%) | | 75%的票數贊成，因此上述決議案獲本公司股東於股東週 由於上述決議案獲不少於 | | | | | 年大會上正式通過為特別決議案。 | | | | 於股東週年大會當日，本公司已發行股份數目為 405,000,000 股，相當於賦予持有人權 利出席股東週年大會並於會上就該等決議案投票之股份總數。本公司並無持有任何庫存 股份（包括持有或存放於中央結算 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年7月31日 | 狀態: | 新提交 | | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | 公司名稱: | 安全貨倉有限公司 | | | | 呈交日期: | 2025年8月1日 | | | | I. 法定/註冊股本變動 不適用 | | | | FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00237 | 說明 | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 405,000,000 | | 0 | | 405,000,000 | | 增加 / 減少 (-) ...

[Company Information](index=4&type=section&id=公司資料) This section provides essential company registration and governance details, including board members, committees, and key professional advisors [Company Overview](index=4&type=section&id=公司資料) This section provides basic registration and governance information, listing details of executive and non-executive directors, committee members, company secretary, principal bankers, lawyers, auditors, and registered office and share registrar - The Board of Directors comprises Executive Directors Mr. Lui Wing Yee and Ms. Lui Wing Man, Non-Executive Director Mr. Li Ka Sze, and three Independent Non-Executive Directors Mr. Lam Ming Leung, Mr. Leung Man Chiu, and Mr. Wong Wai Kei[9](index=9&type=chunk) - The chairmen of the company's Audit Committee and Remuneration and Nomination Committee are Independent Non-Executive Directors Mr. Leung Man Chiu and Mr. Lam Ming Leung, respectively[9](index=9&type=chunk) [Directors and Senior Management Biographies](index=5&type=section&id=董事及高級管理層履歷) This section details the professional backgrounds and appointments of the company's directors and senior management [Directors and Senior Management Background](index=5&type=section&id=董事及高級管理層履歷) This section details the personal biographies of the company's executive, non-executive, independent non-executive directors, and senior management, including their age, position, professional experience, academic background, and appointments within and outside the Group - Executive Directors Mr. Lui Wing Yee and Ms. Lui Wing Man are siblings, both children of Group founder Mr. Lui San and major shareholder Ms. Chan Koon Fung[10](index=10&type=chunk)[11](index=11&type=chunk) - Newly appointed Executive Director Ms. Lui Wing Man (appointed in December 2023) possesses extensive experience in banking and finance, having served as a Managing Director at JPMorgan Chase Bank, USA[11](index=11&type=chunk) [Five-Year Financial Summary](index=7&type=section&id=五年財務摘要) This section summarizes five-year financial data, highlighting stable revenue, increased loss from property impairment, strong core profit growth, and a robust zero-debt financial position [Five-Year Financial Summary](index=7&type=section&id=五年財務摘要) The report outlines key financial data for the past five years, showing stable total revenue in FY2025 but a significant increase in loss attributable to shareholders due to expanded fair value impairment of investment properties; however, core profit, excluding this impairment, showed strong growth, and the company maintains zero debt with a robust current ratio Key Financial Indicators (FY2024-2025) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | **Total Revenue (HK$ Thousand)** | 177,462 | 177,192 | | **Loss Attributable to Shareholders (HK$ Thousand)** | (265,509) | (122,649) | | **Core Profit After Tax (HK$ Thousand)** | 129,812 | 84,108 | | **Loss Per Share (HK$)** | (0.66HK$) | (0.30HK$) | | **Core Profit Per Share (HK$)** | 0.32HK$ | 0.21HK$ | | **Dividend Per Share (HK Cents)** | 8HK Cents | 7HK Cents | | **Net Asset Value Per Share (HK$)** | 8.85HK$ | 9.58HK$ | | **Gearing Ratio** | – | – | - Core profit is a non-HKFRS measure, excluding fair value impairment of investment properties and loss on asset disposal, better reflecting the Group's principal business profitability[20](index=20&type=chunk) - The company has maintained zero interest-bearing borrowings over the past five years, resulting in a **zero gearing ratio** and a **stable financial position**[21](index=21&type=chunk) [Executive Directors' Report](index=8&type=section&id=執行董事報告) The Executive Directors' Report highlights an expanded loss attributable to shareholders due to a significant HK$395 million fair value impairment on investment properties, despite stable total revenue and growth in core profit before tax [Dividends](index=8&type=section&id=股息) The Board recommends a final dividend of HK$0.05 per share, bringing the total FY2025 annual dividend to HK$0.08 per share, an increase from HK$0.07 in the previous fiscal year FY2025 Dividend Details | Dividend Type | Amount Per Share | Previous Year | | :--- | :--- | :--- | | Interim Dividend | 3HK Cents | Not applicable | | Proposed Final Dividend | 5HK Cents | 4.5HK Cents | | **Total Annual Dividend** | **8HK Cents** | **7HK Cents** | [Business Review](index=8&type=section&id=業務回顧) This year's loss attributable to shareholders expanded to HK$266 million, primarily due to a HK$395 million investment property fair value impairment; excluding this non-cash item, core profit before tax increased from HK$96.99 million to HK$140 million, with varied segment performance FY2025 Performance Overview (HK$ Thousand) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 177,462 | 177,192 | | Loss Attributable to Shareholders | (265,509) | (122,649) | | Fair Value Loss on Investment Properties | (395,313) | (206,756) | | Core Profit Before Tax | 140,178 | 96,986 | - Warehouse operations segment: Despite a revenue decrease to **HK$15.81 million** due to slower-than-expected economic recovery, segment loss narrowed from **HK$2.04 million** to **HK$1.23 million** through cost control measures like reducing storage area[26](index=26&type=chunk) - Property investment segment: While the occupancy rate and rent for the principal property, Cheung Wah Plaza, faced pressure, segment profit (excluding impairment) remained stable at **HK$62.51 million** due to reduced expenses[27](index=27&type=chunk)[28](index=28&type=chunk) - Financial investment segment: Benefiting from a rebound in the stock market and higher deposit interest, segment profit significantly increased from **HK$44.25 million** to **HK$85.38 million**[29](index=29&type=chunk)[30](index=30&type=chunk) [Outlook](index=9&type=section&id=展望) The Group maintains a cautious outlook on future business prospects, with warehouse operations facing uncertainty due to a weak local consumer market, property investment pressured by Hong Kong's 16.3% office vacancy rate, and financial investments potentially impacted by declining HKD interest rates and global market volatility - The property investment segment faces severe challenges, with Hong Kong's overall office vacancy rate remaining high at **16.3%**, anticipating continued downward pressure on rents and occupancy rates[32](index=32&type=chunk) - The financial investment segment is expected to be affected by declining HKD interest rates, potentially reducing income from interest and fixed-income instruments; global geopolitical uncertainties also heighten investment return volatility[33](index=33&type=chunk) [Management Discussion and Analysis](index=11&type=section&id=管理層討論及分析) This section analyzes the Group's financial performance and segment operations, noting enhanced core business profitability despite fair value losses, alongside prudent cost control, robust liquidity, and key operational risks [Financial Summary](index=11&type=section&id=財務摘要) This year's loss attributable to shareholders was HK$266 million, primarily due to a HK$395 million investment property fair value loss; however, excluding non-cash impairment, core profit after tax increased 54% year-on-year to HK$130 million, indicating strong core business performance, though net asset value per share decreased to HK$8.85 Core Profit vs. Reported Loss | Indicator (HK$) | FY2025 | FY2024 | | :--- | :--- | :--- | | Loss Attributable to Shareholders | (265,509,000) | (122,649,000) | | Fair Value Loss on Investment Properties | (395,313,000) | (206,756,000) | | **Core Profit After Tax** | **129,812,000** | **84,108,000** | [Segment Performance Analysis](index=11&type=section&id=分部表現分析) Segment performance varied, with warehouse operations narrowing losses through streamlining, property investment maintaining stable profit (excluding impairment) despite slight declines in Cheung Wah Plaza's occupancy and rent, and financial investment showing a 93% profit surge from rising financial asset fair values and dividend income - Warehouse operations segment: Revenue decreased by **9%** to **HK$15.81 million**, but loss narrowed from **HK$2.04 million** to **HK$1.23 million**; the Group optimized resource efficiency by reducing storage capacity[37](index=37&type=chunk) - Property investment segment: The average occupancy rate of the principal property, Cheung Wah Plaza, decreased from **89%** to **86%**; a **HK$395 million** fair value impairment on the investment property portfolio reflects the weak Hong Kong real estate market[38](index=38&type=chunk) - Financial investment segment: Profit significantly increased by **93%** to **HK$85.38 million**, with unrealized profit from financial assets at **HK$27.16 million** (compared to a loss of HK$3.05 million last year); new listed investment funds totaling **HK$113 million** were added during the year[40](index=40&type=chunk) [Operating Costs and Liquidity](index=12&type=section&id=營運成本與流動資金) The Group successfully implemented cost control strategies, reducing staff costs, depreciation, and other operating expenses; its financial position remains strong with HK$824 million in cash and deposits, no borrowings, a zero gearing ratio, and an improved current ratio from 17.1x to 21.4x - All operating costs decreased, with staff costs down **7%**, depreciation down **8%**, and other operating and administrative costs down **6%**, reflecting prudent resource management[42](index=42&type=chunk) - As of the reporting period end, the Group held total bank and other deposits, cash, and bank balances of **HK$824 million**, with **no borrowings** and a **zero gearing ratio**[43](index=43&type=chunk) [Principal Risks and Uncertainties](index=13&type=section&id=主要風險及不確定性) The Group's primary risks are concentrated in the Hong Kong market, with warehousing and office leasing significantly affected by the local economy, interest rates, and government policies, including global economic uncertainty, weak office demand, and financial market volatility impacting investment values - Warehouse operations risk: Global economic and political uncertainties, particularly international trade policies, may pose significant challenges to the warehousing industry[49](index=49&type=chunk) - Property investment risk: Weak market demand and rising vacancy rates exert pressure on rental levels and occupancy rates, potentially adversely affecting financial performance[50](index=50&type=chunk) - Financial investment risk: Fluctuations in the market value of the investment portfolio and changes in bank deposit interest rates may significantly impact the Group's profitability[51](index=51&type=chunk) [Corporate Governance Report](index=16&type=section&id=企業管治報告) This report details the company's corporate governance framework, practices, and policies, highlighting compliance with most Listing Rules while noting the ongoing vacancy of the Chairman and CEO roles [Corporate Governance Practices and the Board](index=16&type=section&id=企業管治常規與董事會) The company complied with all Corporate Governance Code provisions during the reporting year, except for deviations due to the vacant Chairman and CEO positions; the Board, comprising six members with three independent non-executive directors, held four meetings with full attendance - Since April 5, 2015, the positions of Board Chairman and Chief Executive Officer have remained vacant, constituting a deviation from certain provisions of the Corporate Governance Code[58](index=58&type=chunk)[74](index=74&type=chunk) - The Board comprises two Executive Directors, one Non-Executive Director, and three Independent Non-Executive Directors, with independent non-executive directors constituting half the board, meeting Listing Rules requirements[65](index=65&type=chunk) [Board Committees](index=19&type=section&id=董事會委員會) The Board has Remuneration and Nomination, and Audit Committees; the former handles director and executive nominations and remuneration, adopting a board diversity policy, while the latter, comprising four non-executive directors (three independent), oversees financial reporting, risk management, internal controls, and auditor communication - The Remuneration and Nomination Committee is responsible for reviewing the appointment and remuneration of directors and senior management, and has adopted a nomination policy and a board diversity policy[77](index=77&type=chunk)[87](index=87&type=chunk) - The Audit Committee, chaired by Mr. Leung Man Chiu, consists predominantly of independent non-executive directors and is responsible for overseeing the financial reporting process, risk management, and internal control effectiveness[89](index=89&type=chunk)[91](index=91&type=chunk) [Risk Management, Internal Control and Accountability](index=23&type=section&id=風險管理、內部監控及問責) The Board holds full responsibility for risk management and internal control systems, overseen by the Audit Committee; the Group has established a systematic process for risk identification, assessment, management, and monitoring, engaging an independent firm for internal audit functions, and has adopted whistleblowing and anti-corruption policies - The Board reviews the effectiveness of the risk management and internal control systems at least annually, with risk assessments covering four main areas: strategic, operational, financial, and compliance[98](index=98&type=chunk)[99](index=99&type=chunk) - The Group has appointed an independent professional firm to perform internal audit functions, which reviewed warehouse operations and mini-storage operations during the year[105](index=105&type=chunk)[112](index=112&type=chunk) - The company has adopted whistleblowing and anti-corruption policies, maintaining a zero-tolerance stance on corrupt practices[107](index=107&type=chunk) [Shareholder Rights and Communication](index=26&type=section&id=股東權利與溝通) The company has adopted a shareholder communication policy, engaging through annual and interim reports, general meetings, and its website; the report details shareholder rights and procedures for convening meetings, making inquiries, submitting proposals at AGMs, and nominating directors - Shareholders holding at least **5%** of the total voting rights may request to convene a general meeting[114](index=114&type=chunk) - The report clarifies the procedure for shareholders to nominate individuals for directorship, requiring relevant notice to be submitted to the company's registered office at least seven days before the general meeting date[118](index=118&type=chunk) [Social Responsibility and Services](index=29&type=section&id=社會責任與服務) Adhering to a 'give back to society' philosophy, the Group actively fulfills corporate social responsibility, consistently earning the 'Caring Company' logo; during the period, it undertook various charitable activities supporting vulnerable groups, culture, education, and sports, while also promoting environmental initiatives like recycling and energy-saving upgrades - The Group continues to be recognized by the Hong Kong Council of Social Service, receiving the **'20 Years Plus Caring Company'** logo, demonstrating its long-term commitment to social responsibility[125](index=125&type=chunk) - Philanthropic endeavors focus on three areas: caring for vulnerable groups, cultural education and community activities, and supporting sports, with collaborations listed including the Hong Kong Red Cross, Po Leung Kuk, and Hong Kong Chinese Orchestra[128](index=128&type=chunk) - The Group, with partners, launched the **'Multi-functional Learning Toolbox'** initiative, using eco-friendly recycled materials to improve learning conditions for children in confined living spaces[129](index=129&type=chunk) [Environmental, Social and Governance Report](index=33&type=section&id=環境、社會及管治報告) This ninth ESG report details the Group's environmental, social, and governance strategies, measures, and performance, emphasizing key material issues like workplace safety, data privacy, and anti-corruption [ESG Governance and Materiality Assessment](index=35&type=section&id=ESG管治與重要性評估) The Group established a Board-led ESG governance structure with senior management and an ESG working group for implementation; through stakeholder engagement and materiality assessment, 6 'very important' and 10 'important' ESG issues were identified, with workplace health and safety, data privacy, and anti-corruption/anti-money laundering as top priorities - The ESG governance framework comprises three tiers: the Board, senior management, and the ESG Working Group, ensuring effective implementation of ESG strategies[145](index=145&type=chunk) - The materiality assessment prioritized **23 ESG issues**, with workplace health and safety, data privacy protection, and anti-corruption and anti-money laundering identified as most material to internal and external stakeholders[149](index=149&type=chunk)[150](index=150&type=chunk) [Social Performance](index=39&type=section&id=社會層面表現) On the social front, the Group is committed to employee well-being, health, and safety, actively engaging in community building; no work-related fatalities or injuries occurred during the period, labor laws are strictly observed, child and forced labor are prohibited, and community investment significantly increased by 91% to HK$1.13 million, earning continuous 'Caring Company' recognition Occupational Health and Safety Record | Indicator | FY2024/25 | FY2023/24 | | :--- | :--- | :--- | | Number of Work-Related Fatalities/Injuries | 0 | 0 | | Number of Lost Work Days Due to Work-Related Injuries | 0 | 0 | - As of March 31, 2025, the Group had **36 employees**, with **53%** being female and **72%** aged **50 or above**[171](index=171&type=chunk)[172](index=172&type=chunk) - Community investment increased by **91%** from **HK$0.595 million** in the previous year to **HK$1.133 million**[191](index=191&type=chunk)[192](index=192&type=chunk) [Operational Performance](index=48&type=section&id=營運層面表現) In operational practices, the Group prioritizes service quality, data privacy, and supply chain sustainability; its warehouse operations system is ISO 9001:2015 certified, strict anti-corruption and whistleblowing policies are in place, and environmentally conscious, sustainable suppliers are prioritized in procurement - The Group strictly adheres to the Personal Data (Privacy) Ordinance and implements cybersecurity measures to protect customer data[201](index=201&type=chunk) - The Group has established anti-corruption and whistleblowing policies, maintaining a zero-tolerance stance on corruption and providing confidential reporting channels for employees and stakeholders[211](index=211&type=chunk)[212](index=212&type=chunk) - Green procurement is promoted in supply chain management, prioritizing suppliers adhering to environmental practices and holding certifications such as ISO 14001 and ISO 45001[214](index=214&type=chunk)[216](index=216&type=chunk) [Environmental Performance](index=52&type=section&id=環境層面表現) The Group is committed to reducing its environmental impact, setting targets for energy saving, waste reduction, and climate change response; during the period, LED lighting improvements reached 83%, greenhouse gas emissions (Scope 1+2) decreased, and the Group adopted the TCFD framework to assess climate-related risks and opportunities, developing corresponding mitigation measures Greenhouse Gas Emissions Performance (tonnes) | Greenhouse Gas Emissions | FY2024/25 | FY2023/24 | | :--- | :--- | :--- | | Scope 1 (Direct) | 2.82 | 2.91 | | Scope 2 (Indirect) | 85.43 | 89.30 | | **Total (Scope 1+2)** | **88.25** | **92.21** | - A target has been set to reduce electricity consumption intensity by **6%** by FY2027/28 compared to FY2022/23, with over **80%** of the LED lighting improvement plan already completed[225](index=225&type=chunk)[226](index=226&type=chunk) - The Group has identified physical risks such as extreme weather events and rising average temperatures, alongside transitional risks like policy and regulatory changes and technology, and has developed corresponding mitigation strategies[238](index=238&type=chunk)[239](index=239&type=chunk) [Directors' Report](index=62&type=section&id=董事會報告) This statutory annual report covers the company's principal business, share capital, performance, dividend distribution, director changes, shareholdings, related party transactions, and corporate governance [Results, Dividends and Reserves](index=62&type=section&id=業績、股息與儲備) During the reporting period, there were no changes in the company's share capital; the Board recommends a final dividend of HK$0.05 per share, and as of March 31, 2025, the company's distributable reserves amounted to HK$734 million - A final dividend of **HK$0.05** per share is proposed, totaling **HK$32.4 million** for the full year, including the interim dividend[249](index=249&type=chunk) - As of March 31, 2025, the company's distributable reserves (retained profits) amounted to **HK$734.498 million**[250](index=250&type=chunk) [Directors' and Major Shareholders' Interests](index=62&type=section&id=董事及主要股東權益) The report discloses the shareholdings of directors and major shareholders as of March 31, 2025; Executive Directors Mr. Lui Wing Yee and Ms. Lui Wing Man hold approximately 6.99% and 4.80% respectively, while major shareholder Kin Nam Financial Limited holds 36.45%, and Ms. Chan Koon Fung is deemed to have a total interest of 55.48% Major Shareholder Interests | Major Shareholder Name | Capacity | Shareholding Percentage | | :--- | :--- | :--- | | Kin Nam Financial Limited | Beneficial Interest | 36.45% | | Lui San Limited | Beneficial Interest | 9.16% | | Earngold Limited | Beneficial Interest | 7.67% | | Chan Koon Fung | Beneficial Owner/Interest in Controlled Corporations | 55.48% | - Executive Directors Mr. Lui Wing Yee and Ms. Lui Wing Man are considered to have or potentially have competing interests with the Group's business due to their roles or interests in other companies engaged in securities investment[259](index=259&type=chunk) [Major Customers and Suppliers](index=66&type=section&id=主要客戶及供應商) During the reporting period, the Group's customer base was relatively diversified; the largest client accounted for 8% of total turnover, and the top five clients collectively accounted for 21% of total turnover - The largest single client accounted for **8%** of the Group's turnover[269](index=269&type=chunk) - The top five clients collectively accounted for **21%** of the Group's total turnover[270](index=270&type=chunk) [Independent Auditor's Report](index=68&type=section&id=獨立核數師報告) Deloitte Touche Tohmatsu issued an unmodified audit opinion on the consolidated financial statements, highlighting the valuation of investment properties as a key audit matter [Independent Auditor's Report](index=68&type=section&id=獨立核數師報告) Auditor Deloitte Touche Tohmatsu issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming a true and fair view of the financial position, performance, and cash flows; the report specifically highlighted **'Valuation of Investment Properties'** as a key audit matter due to its materiality and significant management judgment - The auditor issued an unmodified audit opinion, stating that the financial statements present a true and fair view of the Group's financial position in accordance with Hong Kong Financial Reporting Standards[282](index=282&type=chunk) - A key audit matter is the **'Valuation of Investment Properties'**; these properties constitute approximately **65%** of the Group's total assets, their valuation involves significant judgment, and a **HK$395 million** fair value impairment was recognized during the year[285](index=285&type=chunk) - The auditor's procedures included assessing the competence and objectivity of the independent valuer, evaluating the appropriateness of valuation methods, and comparing key inputs (e.g., capitalization rates, market rents) with market comparable information[288](index=288&type=chunk) [Consolidated Financial Statements](index=72&type=section&id=綜合財務報表) This section presents the Group's core financial statements, including the consolidated statement of profit or loss, financial position, changes in equity, and cash flows, reflecting an expanded annual loss due to investment property impairment [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=72&type=section&id=綜合損益及其他全面收益表) This statement presents the Group's revenue, expenses, and profitability; with revenue largely stable year-on-year, a HK$395 million fair value impairment on investment properties led to an expanded annual loss attributable to shareholders from HK$123 million to HK$266 million Consolidated Statement of Profit or Loss Summary (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 177,462 | 177,192 | | Fair Value Loss on Investment Properties | (395,313) | (206,756) | | Loss Before Tax | (255,135) | (109,770) | | **Loss Attributable to Shareholders** | **(265,509)** | **(122,649)** | [Consolidated Statement of Financial Position](index=73&type=section&id=綜合財務狀況表) This statement reflects the Group's assets, liabilities, and shareholders' equity at period-end; total assets decreased from HK$4.046 billion to HK$3.747 billion, primarily due to declining investment property values, with shareholders' equity decreasing to HK$3.584 billion, while the company maintains a robust financial structure with no bank borrowings Consolidated Statement of Financial Position Summary (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | **Assets** | | | | Investment Properties | 2,442,800 | 2,812,400 | | Total Assets | 3,747,281 | 4,045,923 | | **Liabilities and Equity** | | | | Total Liabilities | 163,461 | 166,219 | | Equity Attributable to Shareholders | 3,583,820 | 3,879,704 | [Consolidated Statement of Changes in Equity](index=74&type=section&id=綜合權益變動表) This statement shows changes in shareholders' equity, which decreased from HK$3.88 billion at the beginning of the year to HK$3.584 billion at year-end, primarily due to the annual loss of HK$266 million and dividends paid of HK$30.38 million - Total shareholders' equity decreased from **HK$3.88 billion** to **HK$3.58 billion**, primarily due to the annual loss and dividend distribution[299](index=299&type=chunk) [Consolidated Statement of Cash Flows](index=75&type=section&id=綜合現金流量表) This statement reflects cash inflows and outflows; despite a reported loss, operating activities generated HK$9.64 million net cash inflow, investing activities generated HK$21.66 million net cash inflow primarily from bank deposit changes, and financing activities resulted in HK$30.63 million cash outflow mainly for dividend payments, with cash and cash equivalents at year-end at HK$18.96 million Consolidated Statement of Cash Flows Summary (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash From Operating Activities | 9,643 | 77,273 | | Net Cash From (Used in) Investing Activities | 21,664 | (136,070) | | Cash Used in Financing Activities | (30,627) | (22,228) | | Cash and Cash Equivalents at Year End | 18,961 | 18,281 | [Notes to the Consolidated Financial Statements](index=76&type=section&id=綜合財務報表附註) This section provides detailed explanations and supplementary information to the consolidated financial statements, covering key accounting policies, revenue, segment information, and risk management [Note 5: Revenue](index=89&type=section&id=附註5：收入) This note details the Group's revenue composition; total FY2025 revenue was HK$177 million, stable year-on-year, with property investment income being the largest component at HK$111 million, followed by bank interest income at HK$41.31 million, and warehouse operations income at HK$15.81 million Revenue Composition (HK$ Thousand) | Revenue Source | FY2025 | FY2024 | | :--- | :--- | :--- | | Property Investment Income | 110,930 | 111,811 | | Bank Interest Income | 41,309 | 43,199 | | Warehouse Operations Income | 15,808 | 17,284 | | Dividend Income | 6,300 | 3,275 | | Other Interest Income | 3,115 | 1,623 | | **Total** | **177,462** | **177,192** | [Note 6: Segment Information](index=91&type=section&id=附註6：分部資料) This note presents financial information by business segment; the property investment segment is the largest asset and revenue source but recorded a significant loss due to fair value impairment, while the financial investment segment contributed substantial profit, and warehouse operations, a smaller segment, recorded a slight loss FY2025 Segment Performance (HK$ Thousand) | Segment | Segment Revenue | Segment (Loss) Profit | Segment Assets | | :--- | :--- | :--- | :--- | | Warehouse Operations | 15,808 | (1,232) | 129,092 | | Property Investment | 110,930 | (332,807) | 2,473,364 | | Financial Investment | 50,724 | 85,381 | 1,124,751 | [Note 13: Investment Properties](index=97&type=section&id=附註13：投資物業) This note details investment property changes and valuation; at period-end, fair value was HK$2.443 billion, down from HK$2.812 billion at year-start, with a HK$395 million fair value impairment recognized in profit or loss, and valuation determined by independent professional valuer Colliers International using income capitalization and market comparison approaches - The fair value of investment properties decreased from **HK$2.812 billion** at the beginning of the year to **HK$2.443 billion**, with a **HK$395 million** fair value impairment recognized during the year[380](index=380&type=chunk)[383](index=383&type=chunk) - The valuation method is Level 3 fair value measurement, with key unobservable inputs including capitalization rates (ranging from **4.4%** to **5.0%**) and market unit rents[382](index=382&type=chunk)[386](index=386&type=chunk) [Note 26: Financial Instruments and Risk Management](index=107&type=section&id=附註26：金融工具及風險管理) This note outlines the Group's principal financial risks (market, credit, liquidity) and management policies; market risk from equity price volatility is managed through market monitoring and portfolio diversification, credit risk is limited due to high-credit-rated counterparties, and liquidity risk is low given ample cash and no borrowings - Market risk: The Group faces equity price risk; a **10%** change in equity instrument prices would impact the annual loss by approximately **HK$22.05 million**[421](index=421&type=chunk) - Credit risk: Counterparties for the Group's bank deposits, other deposits, and bank balances are all highly-rated credit institutions, limiting risk; credit risk for trade receivables is managed through internal credit scoring and monitoring procedures[423](index=423&type=chunk)[424](index=424&type=chunk) - Liquidity risk: The Group manages liquidity risk by maintaining sufficient working capital; all financial liabilities are interest-free, with most maturing within one year[433](index=433&type=chunk)[434](index=434&type=chunk) [Major Property Information](index=118&type=section&id=主要物業資料) This section outlines the Group's major property portfolio as of March 31, 2025, detailing their usage, approximate floor area, and Group's interest [Major Property Portfolio](index=118&type=section&id=主要物業資料) This section lists the Group's major property portfolio as of March 31, 2025, including industrial/warehouse buildings (Safety Godown) in Kwai Chung and investment properties (Cheung Wah Plaza) in Kwun Tong, detailing their lease terms, Group's interest, approximate floor area, and usage Major Property Overview | Property Name/Address | Usage | Approximate Floor Area | | :--- | :--- | :--- | | Safety Godown (Kwai Chung Kwok Shui Road) | Industrial/Warehouse | 421,000 square feet | | Cheung Wah Plaza (Kwun Tong Wing Yip Street) | Office | 430,000 square feet and 191 parking spaces |

[Financial Performance Summary](index=1&type=section&id=Financial%20Performance%20Summary) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, loss attributable to company shareholders significantly widened to HKD 266 million from HKD 123 million in the prior year, primarily due to increased impairment loss on investment properties' fair value, while total revenue remained stable at HKD 177 million and basic loss per share expanded from HKD 0.30 to HKD 0.66 Key Consolidated Statement of Profit or Loss Data (For the Year Ended March 31) | Metric | FY2025 (HKD Thousands) | FY2024 (HKD Thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 177,462 | 177,192 | +0.15% | | Impairment of Investment Properties at Fair Value | (395,313) | (206,756) | Loss Widened 91.2% | | Loss Before Tax | (255,135) | (109,770) | Loss Widened 132.4% | | Loss Attributable to Company Shareholders for the Year | (265,509) | (122,649) | Loss Widened 116.5% | | Basic Loss Per Share | (HKD 0.66) | (HKD 0.30) | Loss Widened 120.0% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets decreased to HKD 3.69 billion from HKD 3.98 billion in the prior year, mainly due to reduced fair value of investment properties, while shareholders' equity declined from HKD 3.88 billion to HKD 3.58 billion, yet net current assets increased from HKD 998 million to HKD 1.104 billion, indicating enhanced short-term solvency Key Consolidated Statement of Financial Position Data (As of March 31) | Metric | FY2025 (HKD Thousands) | FY2024 (HKD Thousands) | YoY Change | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Investment Properties | 2,442,800 | 2,812,400 | -13.1% | | Total Assets | 3,693,069 | 3,984,017 | -7.3% | | **Equity and Liabilities** | | | | | Equity Attributable to Company Shareholders | 3,583,820 | 3,879,704 | -7.6% | | Total Liabilities | 163,461 | 166,219 | -1.7% | | **Liquidity** | | | | | Net Current Assets | 1,104,335 | 998,198 | +10.6% | [Management Discussion & Analysis](index=14&type=section&id=Management%20Discussion%20%26%20Analysis) [Overall Performance Review](index=14&type=section&id=Overall%20Performance%20Review) This year, loss attributable to shareholders expanded to HKD 266 million, primarily dragged by an increase in fair value loss on investment properties of HKD 189 million; however, excluding this non-cash item, the Group's core profit before tax (a Non-HKFRS measure) increased by **44.5%** from HKD 96.99 million to HKD 140 million, indicating enhanced core business profitability Core Profit vs. Reported Loss (For the Year Ended March 31) | Metric | FY2025 (HKD Thousands) | FY2024 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Loss Attributable to Shareholders (Reported) | (265,509) | (122,649) | Loss Widened 116.5% | | Core Profit Before Tax (Non-HKFRS) | 140,178 | 96,986 | +44.5% | - Net asset value per share **decreased** from **HKD 9.58** in the prior year to **HKD 8.85**[38](index=38&type=chunk) [Segment Performance](index=14&type=section&id=Segment%20Performance) This year, the Financial Investment segment performed strongly, with profit significantly increased by **93%**, becoming the primary driver of core earnings, while the Property Investment segment recorded a substantial loss due to a weak market and significant fair value impairment, and Warehouse Operations segment revenue declined, its loss successfully narrowed, demonstrating effective cost control Segment Performance (For the Year Ended March 31) | Segment | Metric | FY2025 (HKD Thousands) | FY2024 (HKD Thousands) | YoY Change | | :--- | :--- | :--- | :--- | :--- | | **Warehouse Operations** | Segment Revenue | 15,808 | 17,284 | -8.5% | | | Segment Loss | (1,232) | (2,042) | Loss Narrowed 39.7% | | **Property Investment** | Segment Revenue | 110,930 | 111,811 | -0.8% | | | Segment Loss | (332,807) | (144,378) | Loss Widened 130.5% | | **Financial Investment** | Segment Revenue | 50,724 | 48,097 | +5.5% | | | Segment Profit | 85,381 | 44,253 | +92.9% | [Warehouse Operations Segment](index=14&type=section&id=Warehouse%20Operations%20Segment) As Hong Kong's economic recovery fell short of expectations, companies adopted conservative strategies, leading to decreased demand for logistics services; average storage volume decreased from **11,000 cubic meters** to **9,400 cubic meters**, and segment revenue decreased by **8.5%** to HKD **15.81** million, yet by reducing storage area and improving operational efficiency, segment loss narrowed from HKD **2.04** million to HKD **1.23** million, and average warehouse rent per cubic meter increased year-on-year by **6%** - Average storage volume **decreased** from approximately **11,000 cubic meters** last year to approximately **9,400 cubic meters** this year[31](index=31&type=chunk) - Through streamlined operations and reduced storage capacity, the average utilization rate for the year was approximately **56%**[39](index=39&type=chunk) - Average warehouse rent per cubic meter **increased** by **6%** year-on-year, primarily driven by **increased** goods turnover rate[31](index=31&type=chunk)[39](index=39&type=chunk) [Property Investment Segment](index=14&type=section&id=Property%20Investment%20Segment) Property investment revenue slightly decreased by **0.8%** to HKD **111** million; the main property, Chinachem Plaza, faced a weak office market, with its average occupancy rate decreasing by **3%** to **86%**, and renewal rents facing pressure; affected by persistently high interest rates and insufficient market confidence, the fair value of investment properties was further impaired by HKD **395** million during the year, leading to an expanded segment loss - The average occupancy rate of the main investment property, Chinachem Plaza, **decreased** from **89%** to **86%**[32](index=32&type=chunk)[40](index=40&type=chunk) - Due to persistently **high interest rates** and a **sluggish** business environment in Hong Kong, the fair value of investment properties was further **impaired** by **HKD 395 million** during the year[33](index=33&type=chunk)[40](index=40&type=chunk) [Financial Investment Segment](index=15&type=section&id=Financial%20Investment%20Segment) Benefiting from a stock market rebound and stable deposit interest income from higher interest rate levels, the Financial Investment segment performed brilliantly; segment revenue increased by **5.5%** to HKD **50.72** million, and profit significantly increased by **92.9%** to HKD **85.38** million; new listed investment funds of HKD **113** million were added during the year, resulting in the fair value of financial assets at fair value through profit or loss increasing by **81%** to HKD **317** million - Segment profit **significantly increased** by **93%** to **HKD 85,381,000**, primarily benefiting from the **increase** in fair value of financial assets and **growth** in dividend income[41](index=41&type=chunk) - New **HKD 113 million** listed investment funds were added during the year, with the fair value of financial assets at fair value through profit or loss **increasing** by **81%** to **HKD 317 million**[41](index=41&type=chunk) [Cost and Expense Analysis](index=18&type=section&id=Cost%20and%20Expense%20Analysis) The Group successfully implemented prudent resource management and cost control strategies, with various costs decreasing during the year; staff costs, depreciation, and other operating costs decreased by **7%**, **8%**, and **6%** respectively, reflecting improved operational efficiency and optimized resource allocation Key Cost and Expense Changes (For the Year Ended March 31) | Expense Item | FY2025 (HKD Thousands) | FY2024 (HKD Thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Staff Costs | 20,728 | 22,215 | -6.7% | | Depreciation of Property, Plant and Equipment | 21,878 | 23,699 | -7.7% | | Other Expenses | 28,384 | 30,278 | -6.2% | [Liquidity and Financial Resources](index=18&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's financial position is extremely robust, with no bank loans or borrowings and a gearing ratio of zero; as of the period end, total cash and deposits held amounted to HKD 824 million, and the current ratio increased from **17.1** times to **21.4** times, indicating ample liquidity to support daily operations and respond to market changes - As of **March 31, 2025**, total bank and other deposits, together with cash and bank balances, amounted to **HKD 824,299,000**[43](index=43&type=chunk) - During the year, the Group had **no loans or borrowings**, and its gearing ratio was **zero**[43](index=43&type=chunk) - The current ratio **increased** from **17.1** times in the prior year to **21.4** times[43](index=43&type=chunk) [Business Outlook](index=15&type=section&id=Business%20Outlook) Looking ahead, the Group maintains a cautious outlook for its business segments; warehouse operations face uncertainty due to a weak local consumer market; regarding property investment, Hong Kong's office vacancy rate is as high as **16.3%**, which will pose significant challenges to leasing, and the rental and price outlook remains unoptimistic; for financial investment, the recent decline in HKD interest rates and global financial market and geopolitical uncertainties may negatively impact investment returns - Warehouse Operations Segment: Due to the local consumer market not yet showing significant recovery momentum, a **cautious outlook** is maintained for the coming year's business[35](index=35&type=chunk) - Property Investment Segment: Hong Kong's overall office vacancy rate remains at a **16.3% high level**, and occupancy rates and rental levels are expected to face considerable **downward pressure**[36](index=36&type=chunk) - Financial Investment Segment: The recent **significant decline** in HKD interest rates, coupled with global financial market and geopolitical **uncertainties**, will **negatively impact** interest income and investment returns[37](index=37&type=chunk) [Dividends & Shareholder Information](index=11&type=section&id=Dividends%20%26%20Shareholder%20Information) [Dividend Policy and Distribution](index=11&type=section&id=Dividend%20Policy%20and%20Distribution) The Board recommends a final dividend of **5 HK Cents** per share, an increase compared to last year's **4.5 HK Cents**; together with the interim dividend of **3 HK Cents** per share already paid, the total full-year dividend for FY2025 is **8 HK Cents** per share, a year-on-year growth of **14.3%**, reflecting the Group's policy of providing stable long-term dividend returns to shareholders Per Share Dividend Distribution | Dividend Type | FY2025 (HK Cents) | FY2024 (HK Cents) | YoY Change | | :--- | :--- | :--- | :--- | | Interim Dividend | 3.0 | 2.5 | +20.0% | | Proposed Final Dividend | 5.0 | 4.5 | +11.1% | | **Full-Year Dividend** | **8.0** | **7.0** | **+14.3%** | - The Board aims to provide shareholders with relatively **stable long-term dividend income** and maintain **reasonable dividend** distributions based on the business environment and the Group's performance[44](index=44&type=chunk) [Annual General Meeting and Share Transfer](index=13&type=section&id=Annual%20General%20Meeting%20and%20Share%20Transfer) The company's Annual General Meeting is scheduled for August 15, 2025; to determine shareholders' eligibility to attend the meeting and receive the final dividend, the company will suspend share transfer registration from August 12 to 15 and August 28 to September 2 respectively - Annual General Meeting Date: **Friday, August 15, 2025**[28](index=28&type=chunk) - Proposed Final Dividend Payment Date: **September 17, 2025**[27](index=27&type=chunk) [Notes to the Financial Statements](index=4&type=section&id=Notes%20to%20the%20Financial%20Statements) [Basis of Preparation and Accounting Policies](index=4&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) These consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants; the Group has adopted several new and revised standards for the first time this year, but these applications have no significant impact on the Group's financial position and performance; additionally, the report discloses new standards issued but not yet effective, such as HKFRS 18, which are expected to affect future financial statement presentation - Consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards (HKFRS), and except for investment properties and certain financial instruments measured at fair value, all are based on historical cost[5](index=5&type=chunk)[6](index=6&type=chunk) - The application of revised HKFRS during the year had **no significant impact** on the Group's financial position and performance[7](index=7&type=chunk) [Revenue and Segment Information](index=6&type=section&id=Revenue%20and%20Segment%20Information) The Group's total revenue is HKD 177 million, primarily from property investment (HKD 111 million), financial investment related income (HKD 50.72 million) and warehouse operations (HKD 15.81 million); the report presents results by three segments: warehouse operations, property investment, and financial investment, with all businesses and major non-current assets located in Hong Kong FY2025 Revenue Composition | Revenue Source | Amount (HKD Thousands) | | :--- | :--- | | Property Investment Income | 110,930 | | Bank and Other Interest Income | 44,424 | | Warehouse Operations Income | 15,808 | | Dividend Income from Listed and Unlisted Investments | 6,300 | | **Total** | **177,462** | - The Group's operating and reportable segments include: warehouse operations, property investment, and financial investment[14](index=14&type=chunk) - All of the Group's businesses and major non-current assets for both years are located in and derived from Hong Kong[19](index=19&type=chunk) [Other Key Notes](index=10&type=section&id=Other%20Key%20Notes) The notes detail key financial items; tax expense is HKD 10.37 million, primarily Hong Kong profits tax; basic loss per share is calculated based on an annual loss of HKD 266 million and 405 million issued shares; trade receivables are well-aged, with most within sixty days; company share capital remains stable without any changes - Hong Kong profits tax is calculated at a rate of **16.5%** based on estimated assessable profits, taking into account the two-tiered profits tax rate regime[22](index=22&type=chunk) - Basic loss per share is calculated based on an annual loss of **HKD 265,509,000** and **405,000,000** issued shares[24](index=24&type=chunk) - Approximately **78.5%** of trade receivables are aged within **sixty days**, indicating **good** collection status[26](index=26&type=chunk) [Corporate Governance & Other Information](index=19&type=section&id=Corporate%20Governance%20%26%20Other%20Information) [Corporate Governance Practices](index=20&type=section&id=Corporate%20Governance%20Practices) The company is committed to maintaining a high level of corporate governance; during the reporting year, the company complied with most code provisions of the Corporate Governance Code under the Listing Rules, but with certain deviations, mainly because the positions of Chairman and Chief Executive Officer have been vacant since **2015**, with responsibilities jointly undertaken by the Board and executive directors - The company **complied with** all code provisions of the Corporate Governance Code during the year, with certain **deviations**[51](index=51&type=chunk) - The main **deviation** is that the positions of Chairman and Chief Executive Officer are **vacant**, with their responsibilities jointly performed by the Board and overseen by executive directors[51](index=51&type=chunk) [Audit Committee and Auditor's Work](index=20&type=section&id=Audit%20Committee%20and%20Auditor%27s%20Work) The Audit Committee comprises three independent non-executive directors and one non-executive director, with the chairman possessing the required professional qualifications; the committee has reviewed the consolidated financial statements for the year; the Group's auditor, Deloitte Touche Tohmatsu, has confirmed that the financial data in this results announcement is consistent with the audited annual consolidated financial statements - The Audit Committee, comprising Mr. Leung Man Chiu (Chairman), Mr. Lam Ming Leung, Mr. Li Ka Sze, and Mr. Wong Wai Kei, has reviewed the Group's accounting policies and financial statements[50](index=50&type=chunk) - The auditor, Deloitte Touche Tohmatsu, has confirmed that the financial figures in this announcement are **consistent** with those in the Group's audited consolidated financial statements for the year[54](index=54&type=chunk) [Stakeholder Relations](index=19&type=section&id=Stakeholder%20Relations) The Group values its relationships with employees, customers, and suppliers; as of the period end, the Group employed **36** staff, and is committed to providing a safe working environment and equal development opportunities; the Group maintains good relationships with customers through quality services and selects suppliers in a fair and open manner - As of **March 31, 2025**, the Group employed **36** staff, with total staff costs of **HKD 20,728,000**[45](index=45&type=chunk) - The Group is committed to maintaining **good**, **fair and cooperative relationships** with customers and suppliers[45](index=45&type=chunk)[46](index=46&type=chunk)

Core Viewpoint - Hongchuang Holdings plans to acquire 100% equity of Shandong Hongtu Industrial Co., Ltd. from Shandong Weiqiao Aluminum & Electricity Co., Ltd. for a transaction price of 63.518 billion yuan, marking a significant asset restructuring that does not constitute a reverse listing [2][6]. Group 1: Transaction Details - The transaction price for acquiring Shandong Hongtu Industrial is set at 63.518 billion yuan [2]. - The total assets of the target company are projected to be approximately 1,050.43 billion yuan, while the listed company’s total assets are expected to be around 31.27 billion yuan, indicating a significant increase in asset scale [4]. - The transaction will involve issuing approximately 11.895 billion shares at a price of 5.34 yuan per share, resulting in a total share capital of about 13.031 billion shares post-transaction [9]. Group 2: Financial Impact - Post-transaction, total assets of Hongchuang Holdings will increase from 31.27 billion yuan to 1080.26 billion yuan, and net profit is expected to turn from a loss of 0.69 billion yuan to a profit of 18.082 billion yuan [9]. - The basic earnings per share will improve from -0.06 yuan to 1.39 yuan, reflecting a substantial enhancement in profitability [9]. - The target company, Hongtu Industrial, is projected to achieve an operating income of 149.289 billion yuan and a net profit of 18.182 billion yuan in 2024 [8]. Group 3: Strategic Implications - The acquisition will enable Hongchuang Holdings to transition from a single aluminum deep processing business to a comprehensive company integrating electrolytic aluminum, alumina, and aluminum deep processing, enhancing the overall competitiveness in the aluminum industry [6][10]. - The restructuring aims to eliminate related party transactions and industry competition with the controlling shareholder, thereby improving operational efficiency [10]. - The transaction is expected to elevate the company's status from a regional competitor to a global leader in the aluminum manufacturing sector [10].

Core Viewpoint - Hongchuang Holdings plans to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. through a share issuance, with a transaction value of 63.518 billion yuan, marking a significant asset restructuring and related party transaction [2][3][7]. Group 1: Transaction Details - The acquisition involves multiple parties, including Shandong Weiqiao Aluminum Electric Co., Jinan Jiahui Investment Partnership, and others [5]. - The transaction is expected to enhance the company's overall value and position in the global aluminum industry, transitioning from a regional competitor to a global leader [7][9]. Group 2: Business Transformation - Post-transaction, Hongchuang Holdings will shift from a single aluminum deep processing business to a comprehensive company covering electrolytic aluminum, alumina, and aluminum deep processing [7][11]. - The acquisition will significantly improve the company's asset quality, financial status, and profitability, with key financial metrics expected to show substantial growth [11][12]. Group 3: Financial Impact - Hongtuo Industrial, the target company, is a leading global aluminum product manufacturer with an annual production capacity of 6.459 million tons of electrolytic aluminum and 19 million tons of alumina [9]. - For the fiscal year 2024, Hongtuo Industrial is projected to achieve a revenue of 149.289 billion yuan and a net profit of 18.153 billion yuan [9][11]. - The transaction is anticipated to result in a dramatic increase in total assets, net assets, revenue, and net profit for Hongchuang Holdings, with total assets expected to exceed 100 billion yuan [12][13].

Financial Performance - The company reported a profit attributable to shareholders of HKD 184,000 for the six months ended September 30, 2024, compared to a loss of HKD 51,740,000 in the same period last year[3]. - Total revenue increased by HKD 4,545,000 to HKD 93,409,000, with core profit after tax rising from HKD 38,960,000 to HKD 73,884,000[3]. - The company’s total comprehensive income for the period amounted to HKD 184,000, compared to HKD 71,815,000 in the prior year, indicating a notable change in financial performance[41]. - The profit attributable to owners of the company for the period was HKD 184,000, a significant recovery from a loss of HKD 51,740,000 in the previous year[40]. - The company reported a pre-tax profit of HKD 7,351 thousand for the six months ended September 30, 2024, compared to a loss of HKD 44,397 thousand in the same period last year[47]. - The basic earnings per share for the period was HKD 0.05, a recovery from a loss per share of HKD 12.78 in the previous year[41]. Revenue Breakdown - Total revenue for the six months ended September 30, 2024, was HKD 93,409 thousand, an increase from HKD 88,864 thousand in the previous year, representing a growth of approximately 5.8%[55]. - Warehouse operations revenue decreased to HKD 7,789 thousand from HKD 9,000 thousand, a decline of about 13.4% year-over-year[55]. - Property investment income remained stable at HKD 55,777 thousand, slightly down from HKD 55,976 thousand, indicating a decrease of approximately 0.4%[55]. - Financial investment income increased significantly to HKD 29,843 thousand from HKD 20,419 thousand, marking a growth of approximately 46.5%[58]. Dividends and Shareholder Information - The company declared an interim dividend of HKD 0.03 per share, up from HKD 0.025 per share in the same period last year[4]. - The company paid dividends amounting to HKD 18,427 thousand during the period, compared to HKD 12,060 thousand in the previous year, reflecting an increase of approximately 53.5%[47]. - As of September 30, 2024, the total equity held by Mr. Lyu Rongyi is 41,501,580 shares, representing 10.25% of the company's issued shares[21]. - Major shareholder Jian Nan Financial Limited holds 147,610,335 shares, accounting for 36.45% of the company's issued shares[23]. Asset and Liability Management - The company’s net asset value remained stable at HKD 3,861,663,000, with a net asset value per share of HKD 9.53[15]. - Non-current assets, including investment properties and property, plant, and equipment, totaled HKD 2,909,477,000 as of September 30, 2024, down from HKD 2,985,819,000 as of March 31, 2024[43]. - Current assets increased to HKD 1,117,632,000 from HKD 1,060,104,000, driven by a rise in financial assets measured at fair value[43]. - The total equity attributable to owners of the company decreased to HKD 3,861,663,000 from HKD 3,879,704,000, primarily due to the reported loss and dividend payments[45]. - The company’s total liabilities decreased slightly to HKD 106,042,000 from HKD 104,313,000, indicating stable financial management[43]. Corporate Governance and Compliance - The company has complied with all corporate governance codes except for specific provisions regarding the separation of roles between the chairman and CEO, which remain unfilled since April 2015[30]. - The company has confirmed compliance with the standard code for securities transactions by directors during the reporting period[33]. - The company’s independent auditor, Deloitte, has reviewed the unaudited consolidated financial statements for the reporting period[28]. Cash Flow and Investments - The net cash generated from operating activities was HKD 19,861 thousand, down from HKD 63,368 thousand in the previous year, a decrease of about 68.7%[47]. - The company reported a net cash outflow from investing activities of HKD 6,495 thousand, compared to HKD 130,378 thousand in the same period last year, indicating a significant reduction in cash outflow[47]. - The company has committed to acquire property, machinery, and equipment amounting to HKD 11,492,000 as of the mid-year end, down from HKD 16,959,000 as of March 31, 2024[86]. Fair Value Measurements - The fair value of investment properties decreased to HKD 2,738,700,000 as of September 30, 2024, from HKD 2,812,400,000 as of March 31, 2024, reflecting a loss of HKD 73,700,000[71]. - The total fair value of Level 3 financial assets at the end of the period was HKD 8,720,000, compared to HKD 8,541,000 at the end of the previous year[84]. - There were no transfers between Level 1, Level 2, and Level 3 fair value measurements during the period[85].

Financial Performance - Total revenue for the six months ended September 30, 2024, was HKD 93,409,000, an increase of approximately 5.1% compared to HKD 88,864,000 in the same period of 2023[4] - The profit attributable to the company's owners was HKD 184,000, representing an improvement of approximately 100.4% from a loss of HKD 51,740,000 in the same period of 2023[4] - Core profit after tax (excluding fair value losses on investment properties) increased from HKD 38,960,000 in 2023 to HKD 73,884,000 in the current period[4] - Earnings per share for the current period was HKD 0.05, compared to a loss of HKD 12.78 per share in the same period of 2023[6] - The group reported a consolidated profit before tax of HKD 7,351,000, compared to a loss of HKD 44,397,000 in the previous year[22] - Basic earnings per share for the period were HKD 0.45, a recovery from a loss of HKD 0.128 in the previous year[34] Dividends - Interim dividend declared was HKD 0.03 per share, up from HKD 0.025 per share in 2023[3] - The company declared an interim dividend of HKD 0.03 per share, totaling HKD 12,150,000, compared to HKD 10,125,000 in the same period last year[33] - The company declared an interim dividend of HKD 0.03 per share, up from HKD 0.025 per share in the same period last year[57] Revenue Breakdown - Total revenue for the period reached HKD 93,409,000, with warehouse operations contributing HKD 7,789,000, property investment contributing HKD 55,777,000, and financial investment contributing HKD 29,843,000, reflecting a 24.9% increase in financial investment revenue compared to the previous year[47] - Warehouse operation revenue decreased to HKD 7,789,000 from HKD 9,000,000 in the previous year[6] - Investment property income remained stable at HKD 55,777,000 compared to HKD 55,976,000 in the previous year[6] - Financial investment revenue increased significantly to HKD 29,843,000, compared to HKD 23,888,000 in the previous year[22] Assets and Liabilities - The total assets of the group as of September 30, 2024, amounted to HKD 4,027,109,000, with total liabilities of HKD 165,446,000[25] - The net asset value of the company is HKD 3,861,663,000, with financial assets at fair value increasing by about 30.5% to HKD 229,210,000 due to investments in bonds and Hong Kong stocks[50] - The total trade receivables as of September 30, 2024, were HKD 6,689,000, an increase from HKD 5,073,000 in March 2024[37] Operational Challenges - Warehouse operations revenue decreased to HKD 7,789,000, down 13.5% from HKD 9,000,000 in the same period last year[41] - The group’s warehouse storage volume dropped to approximately 9,000 cubic meters, the lowest since the pandemic began in 2020[41] - The warehouse operations segment experienced a revenue decline of approximately 13.5% compared to the previous year, indicating challenges in the local rental market[47] - The outlook for the warehouse business remains pessimistic due to weak local consumption and cautious storage strategies adopted by logistics clients[45] Cash and Liquidity - Cash and bank deposits as of September 30, 2024, totaled HKD 857,963,000, slightly down from HKD 865,397,000 as of March 31, 2024[3] - The liquidity ratio improved to approximately 18.81 times, with total cash and deposits remaining stable at HKD 857,963,000[51] Corporate Governance - The company has not signed formal appointment letters with its directors, but they are subject to rotation and re-election according to the company's articles of association[62] - The company secretary has been reporting to the executive director due to the vacancy of the chairman and CEO positions since April 2015[62] - The chairman's position has been vacant since April 2015, and the executive director will serve as the chairman for the upcoming annual general meeting on August 19, 2024[62] - The company has adopted the standard code of conduct for directors' securities trading as per the listing rules, and all directors have confirmed compliance during the period[64] Future Outlook - The company is exploring several investment opportunities while maintaining a cautious financial strategy, aiming to provide higher returns to shareholders in the next economic upturn[46] - The interim results announcement and report for the six months ending September 30, 2024, will be published on the Hong Kong Stock Exchange and the company's website[65]