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: | 景福集團有限公司 | | | 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) | 00280 | 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 | | | 909,308,465 | | | | 909,308,465 | | 增加 / 減少 (-) | | | | | | | | | ...

Core Viewpoint - *ST Zitian has faced severe penalties from the Fujian Securities Regulatory Bureau for financial misconduct, including false disclosures and failure to submit annual reports on time, reflecting a strong regulatory stance against financial fraud in the capital market [1][2][3][4][5]. Group 1: Penalties and Violations - The Fujian Securities Regulatory Bureau imposed a fine of 8.5 million yuan on *ST Zitian for information disclosure violations, along with individual fines of 4 million yuan for the former chairman and 3 million yuan for the CFO [1][3]. - The company’s 2022 annual report was found to have inflated revenue by 779 million yuan, accounting for 44.59% of reported income, due to improper revenue recognition methods [2][3]. - The 2023 semi-annual report also showed inflated revenue of 208 million yuan, representing 14.56% of total income, due to premature revenue recognition in cloud services [2][3]. Group 2: Reporting Failures - *ST Zitian failed to disclose its 2024 annual report within the legal timeframe, only collecting financial reports from 3 out of 33 subsidiaries, leading to a fine of 3.5 million yuan [4][5]. - As of now, the company has not disclosed the 2024 annual report, which is a violation of regulatory requirements [5]. Group 3: Regulatory Actions and Market Impact - The Fujian Securities Regulatory Bureau has taken a firm stance against *ST Zitian, indicating a commitment to protecting investor rights and maintaining market integrity [1][9]. - The company has faced multiple investigations and penalties, including actions against its auditing firm for obstructing regulatory enforcement [9]. - There are ongoing civil lawsuits from investors seeking compensation, highlighting the broader implications of the company's financial misconduct [11]. Group 4: Criminal Investigations - The company is under criminal investigation for "concealing accounting vouchers," which may lead to further legal repercussions [10]. - The actions of *ST Zitian have reached the threshold for criminal prosecution under recent legal standards, indicating potential for serious legal consequences [10]. Group 5: Stock Market Consequences - The Shenzhen Stock Exchange has issued a notice indicating plans to terminate *ST Zitian's stock listing due to failure to disclose corrected financial reports within the required timeframe [11].

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) | 00280 | 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 | | | 909,308,465 | | | | 909,308,465 | | 增加 / 減少 (-) | | | | | | | | | 本月底結存 | | | 909,308,465 | | 0 | | 909,308,465 | 第 2 頁 共 10 頁 v 1.1.1 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 | | | | ...

Core Viewpoint - The company, Jingfu Group, has entered into two leasing agreements with its controlling shareholder, Danwei Properties Limited, for the use of properties located at Jingfu Building in Hong Kong, effective until July 30, 2025 [1] Group 1 - The properties involved in the agreements include various floors and areas of the Jingfu Building, specifically the basement, ground floor, attic, 3rd floor (including platform), 5th floor, 7th floor, 8th floor, 9th floor, and 10th floor [1] - The agreements pertain to the leasing and usage rights of telephone equipment and furnishings within the specified properties [1]

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。 有關租賃及使用權之 關連交易 一 於 2025 年 7 月 30 日，本集團與業主（其為本公司之控股股東楊志誠之全資附屬公司） 訂立兩份有關香港景福大廈物業租賃與使用於該處的電話機，及景福大廈 3 樓的配件、 傢俬及用具使用權之租賃協議。該等協議構成本公司根據上市規則第 14A.76(2)(a)條毋 須股東批准的關連交易。 兩份日期均為 2025 年 7 月 30 日之租賃協議 訂約方 業主： 丹威置業有限公司 租客： 本公司及景福珠寶（本公司之全資附屬公司） 交易 訂約雙方就有關香港德輔道中 30-32 號景福大廈地庫、地下、閣樓及 3 樓（包括平台）、 5 樓、7 樓、8 樓、9 樓及 10 樓之租賃與使用於該處合共 84 套電話機／插座，及在其 3 樓的配件、傢俬及用具的使用權訂立該等協議。每份協議為期 1 年，由 2025 年 8 月 16 日起至 2026 年 8 月 15 日止（包括首尾兩天） ...

[Company Information](index=4&type=section&id=Company%20Information) This section provides core registration and operational details, including board members, company secretary, auditor (BDO Limited), principal bankers, solicitors, registered office, and share registrar - The report provides detailed core registration and operational information for the company, including its board members, company secretary, auditor (BDO Limited), principal bankers, solicitors, registered office, and share registrar[4](index=4&type=chunk) [Biographies of Directors and Senior Management](index=5&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the personal biographies of the company's executive, non-executive, independent non-executive directors, and senior management, including their age, academic background, key positions, industry experience, and tenure with the company - This section provides detailed personal biographies of the company's executive directors, non-executive directors, independent non-executive directors, and senior management, covering their age, academic background, key positions, industry experience, and tenure within the company[6](index=6&type=chunk)[7](index=7&type=chunk)[17](index=17&type=chunk) [Chairman's Statement](index=8&type=section&id=Chairman%27s%20Statement) [Operations Review and Outlook](index=8&type=section&id=Operations%20Review) Facing global economic uncertainties, shifting consumer behavior towards experiential spending, high gold prices, and weak diamond demand, the Group actively responded by launching lightweight gold products, expanding colored gemstone business, and introducing independent watch brands; a 75th-anniversary lucky draw successfully boosted sales, with future focus on enhancing customer experience, optimizing product mix, and stringent cost control - The market faces multiple challenges, including consumers shifting spending from luxury goods to essential items and travel experiences, and the trend of local residents spending in mainland China, adversely impacting Hong Kong's retail sector[22](index=22&type=chunk) - To address market changes, the company implemented several product strategy adjustments: - **Gold Products**: Introduced lighter wedding gold jewelry and fashionable daily gold jewelry to adapt to changing consumer behavior amid high gold prices - **Diamond Jewelry**: Expanded product range to include colored diamonds and gemstones to counter the impact of declining prices and weakening demand for traditional white diamonds - **Watch Business**: Collaborated with renowned independent watch brands to offer customers more high-quality choices[22](index=22&type=chunk) - To celebrate its 75th anniversary, the company held a 75-tael gold lucky draw, coupled with media promotion, successfully expanding its customer base and achieving satisfactory gold and jewelry sales performance[23](index=23&type=chunk) [Dividend Policy](index=8&type=section&id=Dividend%20Policy) The Board recommends a final dividend of **2.6 HK cents per share** for the current year, consistent with last year, totaling **HK$23.6 million** Proposed Final Dividend | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Final Dividend (per share) | 2.6 HK cents | 2.6 HK cents | | Total Dividend | HK$23.6 million | HK$23.6 million | [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) [Group Performance Review](index=9&type=section&id=Group%20Performance%20Review) For the current year, the Group's total revenue increased by **14.2%** year-on-year to **HK$886 million**, and profit attributable to owners increased by **3.6%** to **HK$88.3 million**, driven by higher revenue and gross profit; however, distribution and selling costs and administrative expenses rose by **13.4%** and **7.2%** respectively due to the full-year impact of new store openings and increased salaries and bonuses FY2025 Performance Overview | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | HK$886.0 million | HK$775.6 million | +14.2% | | Profit Attributable to Owners | HK$88.3 million | HK$85.2 million | +3.6% | - Cost and expenses increased: - **Distribution and Selling Costs**: Increased by **13.4%** year-on-year to **HK$124.1 million**, primarily due to the full-year impact of new store openings in December 2023 - **Administrative Expenses**: Increased by **7.2%** year-on-year to **HK$56.2 million**, mainly due to higher salaries and bonuses[28](index=28&type=chunk) [Business Review](index=9&type=section&id=Business%20Review) Despite market challenges, the Group's retail business revenue grew by **14.6%**, with same-store sales increasing by **16.9%**; gold bar sales rose due to investment demand, and the 75th-anniversary lucky draw effectively boosted overall sales; the watch business achieved stable growth even after closing a branch; however, soaring gold prices led to a **HK$22.2 million** fair value loss on gold loans, impacting profit before tax, partially offset by a **HK$12.4 million** deferred tax asset recognition - Retail business performed strongly, with revenue increasing by **14.6%** year-on-year to **HK$885.7 million**, and same-store sales growing by **16.9%**[29](index=29&type=chunk) - Gold lending strategy aims to hedge gold inventory price risk; this year, due to soaring gold prices, a fair value loss of **HK$22.2 million** was incurred (compared to HK$8.2 million last year), but this loss was partially offset by expanded gross margins in the gold business[29](index=29&type=chunk)[30](index=30&type=chunk) - A deferred tax asset of **HK$12.4 million** was recognized this year (compared to HK$2.6 million last year), effectively offsetting part of the fair value loss from gold lending, ultimately contributing to a **3.6%** increase in profit attributable to owners[30](index=30&type=chunk) [Outlook](index=10&type=section&id=Outlook) Market challenges are expected to persist in the coming year, and the Group will remain agile; core strategies include expanding customer base, enhancing watch business efficiency, improving customer shopping experience, promoting exclusive jewelry and watch brands, investing in employees, controlling expenses, and optimizing inventory to maintain competitiveness and profitability - The company anticipates continued challenges in the coming year from geopolitical and economic uncertainties, impacting consumer sentiment and purchasing behavior[33](index=33&type=chunk) - Future strategic priorities will focus on customers, products, operational efficiency, and cost control, aiming to maintain competitiveness and profitability[33](index=33&type=chunk) [Financial Review](index=10&type=section&id=Financial%20Review) The Group's financial position is robust, with **HK$899.7 million** in current assets and **HK$276.8 million** in cash and equivalents as of March 31, 2025; the gearing ratio stands at a healthy **9.8%**, with no significant foreign exchange risk or pledged assets at year-end; capital expenditure for the year was approximately **HK$4.8 million** Financial Position Summary (as of March 31, 2025) | Metric | Amount | | :--- | :--- | | Current Assets | HK$899.7 million | | Current Liabilities | HK$162.7 million | | Cash and Cash Equivalents | HK$276.8 million | | Gold Borrowings | HK$80.3 million | | Bank Loans | None | | Gearing Ratio | 9.8% | - Capital expenditure for the year was approximately **HK$4.8 million**, primarily for leasehold property improvements, furniture, and equipment[37](index=37&type=chunk) - As of March 31, 2025, the Group had no pledged assets, capital commitments, or contingent liabilities[36](index=36&type=chunk)[38](index=38&type=chunk) [Report of the Directors](index=12&type=section&id=Report%20of%20the%20Directors) [Principal Activities, Results, and Profit Appropriation](index=12&type=section&id=Principal%20Activities%2C%20Results%2C%20and%20Profit%20Appropriation) The company primarily engages in investment holding; the Board recommends a final dividend of **2.6 HK cents per share**, bringing the total annual dividend to **3.0 HK cents per share** (including the interim dividend of **0.4 HK cents per share**), consistent with last year; as of March 31, 2025, the company's distributable reserves amounted to **HK$247 million** - The company's principal activity is investment holding, with its subsidiaries engaged in specific operating activities[46](index=46&type=chunk) FY2025 Dividend Distribution | Dividend Type | Amount Per Share (HK cents) | FY2024 Comparison | | :--- | :--- | :--- | | Interim Dividend | 0.4 | 0.4 | | Proposed Final Dividend | 2.6 | 2.6 | [Major Suppliers and Customers](index=13&type=section&id=Major%20Suppliers%20and%20Customers) The Group exhibits high supplier concentration, with the largest supplier accounting for **58%** of total purchases and the top five suppliers collectively representing **72%**; conversely, the customer base is more diversified, with the largest customer contributing only **3%** of total sales and the top five customers collectively accounting for **9%** Supplier and Customer Concentration | Item | Percentage | | :--- | :--- | | Largest Supplier | 58% | | Top Five Suppliers (total) | 72% | | Largest Customer | 3% | | Top Five Customers (total) | 9% | [Directors' Interests and Connected Transactions](index=14&type=section&id=Directors%27%20Interests%20and%20Connected%20Transactions) The report discloses directors' shareholdings in the company and details ongoing connected transactions with related parties, primarily subsidiaries of the controlling shareholder, including leases for office and retail properties, and a licensing agreement for the 'King Fook' trademark; the company confirms compliance with Listing Rules disclosure requirements - The Group entered into multiple lease agreements with Danway Properties Limited, a wholly-owned subsidiary of controlling shareholder Yeung Chi Shing Estates Limited, for retail shops and the head office located in King Fook Building, with total monthly rent of **HK$818,600**[61](index=61&type=chunk) - The company entered into a licensing agreement with Yeung Chi Shing Estates Limited in 1998, acquiring the exclusive right to design, manufacture, and distribute jewelry products globally using the 'King Fook' trademark for a total consideration of **HK$1**[63](index=63&type=chunk) [Major Shareholders](index=15&type=section&id=Major%20Shareholders) According to the register of major shareholders, Yeung Chi Shing Estates Limited is the controlling shareholder, holding **64.47%** of the company's issued share capital Major Shareholder Holdings (as of March 31, 2025) | Shareholder Name | Number of Shares Held | Nature of Interest | Percentage | | :--- | :--- | :--- | :--- | | Yeung Chi Shing Estates Limited | 586,195,857 | Beneficial Owner | 64.47% | [Corporate Governance Report](index=17&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=17&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company is committed to maintaining high corporate governance standards, largely complying with the Corporate Governance Code this year, with deviations only in director appointment letters and dividend policy; the Board comprises nine members with a balanced structure, responsible for leading and overseeing company affairs, with clear segregation of roles between the Chairman and Chief Executive Officer - The company reported two deviations from the Corporate Governance Code: - **Code Provision C.3.3**: No formal letters of appointment for directors have been established - **Code Provision F.1.1**: No formal dividend policy or pre-determined dividend payout ratio has been established[76](index=76&type=chunk)[77](index=77&type=chunk) - The roles and responsibilities of the Chairman (Mr. Tang Yat Sun, Richard) and Chief Executive Officer (Ms. Ng Wing Han, Grace) are clearly segregated, with the Chairman leading the Board and formulating strategies, and the Chief Executive Officer managing daily operations[85](index=85&type=chunk)[86](index=86&type=chunk) [Board Committees](index=20&type=section&id=Board%20Committees) The report details the composition, terms of reference, and annual work of the Remuneration Committee, Nomination Committee, and Audit Committee; the Remuneration Committee reviews remuneration policies, the Nomination Committee identifies director candidates, and the Audit Committee oversees financial reporting, risk management, and internal control system effectiveness - **Remuneration Committee**: Composed of two independent non-executive directors, responsible for reviewing and approving the Group's remuneration policy[89](index=89&type=chunk)[90](index=90&type=chunk) - **Nomination Committee**: Composed of the Chairman and two independent non-executive directors, responsible for identifying and recommending new director candidates[91](index=91&type=chunk)[92](index=92&type=chunk) - **Audit Committee**: Composed of two independent non-executive directors and one non-executive director, with primary responsibilities including reviewing financial reports, evaluating internal and external audit work, and assessing the effectiveness of internal control systems[108](index=108&type=chunk)[109](index=109&type=chunk) [Accountability, Audit, and Shareholder Communication](index=21&type=section&id=Accountability%2C%20Audit%2C%20and%20Shareholder%20Communication) The Board confirms its responsibility in preparing financial statements and for the Group's risk management and internal control systems; approximately **HK$0.83 million** was paid to the auditor for audit services this year; the company maintains communication with shareholders through various channels, including annual reports, announcements, and general meetings, encouraging shareholder participation - The Board acknowledges its responsibility for risk management and internal control systems, with annual effectiveness reviews conducted through the Audit Committee[101](index=101&type=chunk)[109](index=109&type=chunk) Auditor's Remuneration | Service Type | Amount (HK$) | 2024 Comparison | | :--- | :--- | :--- | | Audit Services | Approx. 830,000 | 830,000 | | Non-Audit Services | Approx. 207,000 | 204,000 | [Risk Management and Internal Control Report](index=24&type=section&id=Risk%20Management%20and%20Internal%20Control%20Report) [Risk Governance Structure and Process](index=24&type=section&id=Risk%20Governance%20Structure%20and%20Process) The Group employs a three lines of defense model for risk governance, with the Board assuming overall responsibility, the Audit Committee overseeing, and the Risk Management Committee handling specific implementation; the risk management process includes identification, assessment (using a 5x5 risk matrix), treatment, monitoring, and reporting, ensuring risks are controlled within acceptable levels - The Group's risk management adopts a three lines of defense model: - **First Line**: Business units and departments act as risk owners - **Second Line**: The Risk Management Committee is responsible for assessment and monitoring - **Third Line**: The Internal Audit Department provides independent assurance[118](index=118&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk)[125](index=125&type=chunk) - The risk management process covers risk identification, assessment using a 5x5 risk matrix, risk treatment (transfer, avoidance, reduction, acceptance), and continuous monitoring and reporting[126](index=126&type=chunk)[127](index=127&type=chunk) [Internal Control and Inside Information Handling](index=25&type=section&id=Internal%20Control%20and%20Inside%20Information%20Handling) The internal control system aims to ensure operational efficiency, financial reporting reliability, and regulatory compliance; the internal audit department regularly assesses the system's adequacy and effectiveness; the Board confirmed the risk management and internal control systems were effective and adequate during the reporting period; the company also established strict policies for handling and disseminating inside information - The internal audit department provides independent assessments of the risk management and internal control systems to the Audit Committee, based on which the Board confirms the systems' effectiveness and adequacy[132](index=132&type=chunk)[133](index=133&type=chunk) - The company has established policies for handling and disseminating inside information, regulating the information processing flow, including designated reporting channels, evaluation mechanisms, and confidentiality measures, to comply with relevant regulations[134](index=134&type=chunk)[135](index=135&type=chunk) [Independent Auditor's Report](index=27&type=section&id=Independent%20Auditor%27s%20Report) [Audit Opinion and Key Audit Matters](index=27&type=section&id=Audit%20Opinion%20and%20Key%20Audit%20Matters) Auditor BDO Limited issued an unmodified opinion on the Group's consolidated financial statements, deeming them to present a true and fair view of the Group's financial position and performance; the sole key audit matter identified was 'Inventory Provision' due to significant management judgment involved in its assessment - The auditor believes that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards, and issued an unmodified opinion[137](index=137&type=chunk) - The key audit matter is 'Inventory Provision'; due to the significant management judgment required for obsolescence and impairment provisions for inventory such as jewelry and gold ornaments, based on inventory aging, condition, and market factors, it is considered the most significant audit matter[140](index=140&type=chunk) [Consolidated Financial Statements](index=31&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=31&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue was **HK$886 million**, a **14.2%** year-on-year increase, with gross profit at **HK$275 million**; despite a **HK$22.2 million** fair value loss on gold borrowings, profit for the year reached **HK$88.3 million**, up **3.6%** year-on-year, benefiting from a positive tax impact; basic earnings per share were **9.71 HK cents** Key Data from Consolidated Statement of Profit or Loss (HK$'000) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 885,991 | 775,573 | | Gross Profit | 274,642 | 240,785 | | Operating Profit | 80,659 | 86,740 | | Profit Before Tax | 75,866 | 82,591 | | Profit for the Year | 88,266 | 85,191 | | Basic Earnings Per Share (HK cents) | 9.71 | 9.37 | [Consolidated Statement of Financial Position](index=32&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were **HK$1,007 million**, total liabilities **HK$188 million**, and net assets (total equity) **HK$818 million**, an increase from **HK$755 million** last year; net current assets stood at **HK$737 million**, indicating strong liquidity Key Data from Consolidated Statement of Financial Position (HK$'000) | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 1,006,656 | 917,316 | | Total Liabilities | 188,382 | 162,032 | | Net Assets | 818,274 | 755,284 | | Inventories | 420,218 | 414,979 | | Cash and Cash Equivalents | 276,773 | 231,231 | [Consolidated Statement of Changes in Equity](index=34&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This year, equity attributable to owners of the company increased from **HK$755 million** at the beginning of the year to **HK$818 million** at year-end, primarily driven by a profit for the year of **HK$88.3 million** and other comprehensive income of **HK$2.0 million**, partially offset by dividends paid of **HK$27.3 million** - Equity attributable to owners of the company increased from **HK$755,220 thousand** to **HK$818,232 thousand**[161](index=161&type=chunk) - Key components of equity changes include: - **Profit for the year**: +**HK$88,288 thousand** - **Other comprehensive income**: +**HK$2,003 thousand** - **Dividends paid**: -**HK$27,279 thousand**[161](index=161&type=chunk) [Consolidated Statement of Cash Flows](index=35&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group generated strong net cash inflows of **HK$138 million** from operating activities this year; net cash outflow from investing activities was **HK$19.8 million**, mainly for purchasing financial instruments and property and equipment; net cash outflow from financing activities was **HK$73.0 million**, primarily for dividend payments and lease liabilities; year-end cash and cash equivalents increased by **HK$45.5 million** to **HK$277 million** Summary of Consolidated Statement of Cash Flows (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Inflow from Operating Activities | 138,271 | 153,934 | | Net Cash Outflow from Investing Activities | (19,835) | (131,627) | | Net Cash Outflow from Financing Activities | (72,954) | (92,080) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 45,482 | (69,773) | | Cash and Cash Equivalents at Year-End | 276,773 | 231,231 | [Notes to the Consolidated Financial Statements](index=36&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of accounting policies, key accounting estimates and judgments, and disaggregated disclosures for various financial statement items; important notes cover revenue recognition, segment information, taxation, property and equipment, leases, financial instruments, related party transactions, and capital management, offering essential context for understanding the financial statements - **Revenue Recognition**: The Group primarily engages in retail of gold ornaments, jewelry, watches, and gifts, trading of gold bars, and wholesale of diamonds, with revenue recognized when control of goods is transferred to customers[176](index=176&type=chunk)[231](index=231&type=chunk) - **Significant Accounting Estimates**: Areas involving significant estimates include impairment of property and right-of-use assets, determination of incremental borrowing rates for leases, net realizable value of inventories, and calculation of income tax[225](index=225&type=chunk)[226](index=226&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk) - **Related Party Transactions**: Disclosures include property lease transactions with Danway Properties Limited, a subsidiary of the controlling shareholder, and details of goods sold to directors and the controlling shareholder[293](index=293&type=chunk) - **Financial Risk Management**: The Group faces financial risks primarily including market risk (foreign exchange, interest rate, price), credit risk, and liquidity risk; the Group adopts a conservative strategy to manage risks and utilizes gold borrowings to hedge against price fluctuations of gold inventory[300](index=300&type=chunk)[317](index=317&type=chunk) [Investment Property Overview](index=86&type=section&id=Investment%20Property%20Overview) The report lists the Group's investment properties, all located in Phase 2 of Kaiser Estate in Hung Hom, Kowloon, comprising two commercial units and two parking spaces, with the Group's attributable interest at **99.05%** - The report lists the Group's investment properties, all located in Phase 2 of Kaiser Estate in Hung Hom, Kowloon, including two commercial units and two parking spaces, with the Group's attributable interest at **99.05%**[330](index=330&type=chunk) [Five-Year Financial Summary](index=87&type=section&id=Five-Year%20Financial%20Summary) This section provides an overview of the Group's key financial data over the past five years, including total assets, profit attributable to owners, earnings per share, dividend per share, and average return on equity and reserves, illustrating the company's long-term financial performance trends Five-Year Financial Data Summary | Metric (HK$'000) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 1,006,656 | 917,316 | 854,184 | 863,288 | 821,409 | | Profit Attributable to Owners | 88,288 | 85,205 | 79,466 | 60,050 | 28,615 | | Earnings Per Share (HK cents) | 9.71 | 9.37 | 8.73 | 6.59 | 3.13 | | Dividend Per Share (HK cents) | 3.00 | 3.00 | 10.40 | 2.00 | 1.00 | | Average Return on Equity and Reserves | 11.2% | 11.2% | 10.8% | 8.8% | 4.4% |

Core Viewpoint - *ST Zitian (300280) is facing potential delisting from the Shenzhen Stock Exchange due to failure to rectify false financial reporting as mandated by the China Securities Regulatory Commission [1][3]. Group 1: Company Announcement - On July 23, *ST Zitian received a "Notice of Prior Information" from the Shenzhen Stock Exchange, indicating a proposed decision to terminate its stock listing [1]. - The company has been under a delisting risk warning since May 20 due to false records in its financial accounting reports [1][3]. Group 2: Financial Reporting Issues - As of July 19, 2025, *ST Zitian had not disclosed corrected financial reports within the two-month period following the delisting risk warning, triggering the potential termination of its stock listing [3]. - The company reported inflated revenues of 2.499 billion yuan, which accounted for 63.53% of its total disclosed operating income for 2022 and 2023 [4]. Group 3: Regulatory Actions and Penalties - The Fujian Securities Regulatory Bureau has issued a "Notice of Administrative Penalty" proposing fines totaling approximately 40 million yuan against the company and 12 current and former management members [3][4]. - The penalties include formal administrative actions for obstructing law enforcement and for the false financial reporting [4].

Core Viewpoint - *ST Zitian (300280) is facing potential delisting due to failure to rectify issues identified in its annual reports, which contained significant false records of revenue totaling 2.499 billion yuan, accounting for 63.53% of the reported revenue for 2022 and 2023 [6][3]. Group 1: Company Announcements - On July 20, *ST Zitian announced that its stock may be delisted and will be suspended from trading starting July 21 [3]. - The company has not completed the required rectification within the mandated timeframe, leading to a suspension of its stock from March 17, 2025 [6]. - The company received an administrative penalty notice from the Fujian Securities Regulatory Bureau on June 27, indicating serious violations in its financial reporting [6]. Group 2: Stock Performance - From July 11 to July 18, *ST Zitian's stock price fell by a cumulative 50%, indicating severe abnormal trading activity [7]. - On July 18, the stock price dropped over 13%, closing at 2.74 yuan per share, with a total market capitalization of 444 million yuan [7]. - Since the beginning of the year, the stock has experienced a total decline of 87.01% [7]. Group 3: Investor Activity - During the period of significant stock price fluctuation (July 11-18), retail investors dominated trading, accounting for 99.62% of total buy transactions and 97.06% of total sell transactions [8]. - Retail investors made a net purchase of 39.53 million yuan during this period, with total buy and sell amounts reaching 989 million yuan and 963 million yuan, respectively [8].

Core Viewpoint - *ST Zitian is facing severe penalties and potential delisting due to significant financial misconduct, including inflated revenues and profits, as well as non-compliance with regulatory requirements [1][19]. Financial Violations - The company has been found to have inflated revenues by a total of 24.99 billion yuan over the years 2022 and 2023, which constitutes 63.53% of the total reported annual revenue for those years [1][19]. - Specific instances of financial misconduct include: - In 2022, the company inflated revenue by 2.28 billion yuan (13.08% of reported revenue) by incorrectly recognizing income from internet advertising services [5]. - The company also reported fictitious SMS sending services, leading to an inflated revenue of 7.78 billion yuan (44.59% of reported revenue) and inflated profit of 0.85 billion yuan (35.99% of reported profit) for 2022 [5]. - For the first half of 2023, the company prematurely recognized revenue of 2.07 billion yuan (14.56% of reported revenue) and profit of 0.79 billion yuan (51.64% of reported profit) from unverified cloud services [5]. - In 2023, the company inflated revenue by 17.2 billion yuan (78.63% of reported revenue) from the same internet advertising services [5]. Regulatory Actions - The regulatory body has issued multiple administrative penalties against *ST Zitian, including a total fine of approximately 40 million yuan for various violations, including obstructing law enforcement [6][8]. - The company has been warned and fined for failing to disclose its annual report within the legal timeframe, with fines totaling 3.5 million yuan for the company and additional fines for its executives [8]. Risk of Delisting - The company is at high risk of delisting due to multiple violations, including failure to rectify issues within the specified timeframe, major legal violations, and failure to disclose annual reports [2][19]. - The company has been placed under a delisting risk warning, and if it does not complete necessary rectifications within two months, it may face termination of its stock listing [17][22]. Management and Compliance Issues - The management team has been uncooperative during regulatory investigations, failing to provide required financial documents and not responding to communications from regulatory authorities [11][12]. - The company has not initiated the necessary audit and reporting processes for its annual report, leading to further compliance issues [14][15].

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，概不對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。 截至2025年3月31日止財政年度之 日止財政年度之集團業績 景福集團有限公司（「本公司」）董事會（「董事會」）宣佈，本公司及其附屬公司（統稱「本集團」）於截至 2025 年 3 月 31 日止財政年度之經審核綜合財務報表連同去年經審核之比較數字如下： | | | 截至 3 月 31 | 日止年度 | | --- | --- | --- | --- | | | | 2025 年 | 2024 年 | | | 附註 | 千港元 | 千港元 | | 收入 | 6 | 885,991 | 775,573 | | 銷售成本 | | (611,349) | (534,788) | | 毛利 | | 274,642 | 240,785 | | 其他收益及收入 | 7 | 20,291 | 21,900 | | 分銷及銷售成本 | | (124,073) | (109,365) | | 行政開支 | | (56,18 ...