域 能 控 股 有 限 公 司 （ 於開曼群島註冊成立之有限公司） （股份代號：442） 內幕消息 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佈的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示，概不對因本公佈全部或任何部分內容而產生或因倚賴該等內容而引致的任何損 失承擔任何責任。 DOMAINE POWER HOLDINGS LIMITED 本公司接獲精益集團有限公司（「精益」，本公司最大股東兼控股股東（ 定義見上市規則），持 有129,349,494股本公司股份（「股份」），相當於本公佈日期已發行股份總數約74.90% ）通知， 於2025年9月18 日，精益已出售附帶已發行股份總數約0.06%投票權的股份（ 於本公佈日期 相當於100,000股股份），代價為85,260港元（ 相當於每股0.8526港元（）「出售事項」）。 進 行 出 售 事 項 後 ， 精 益 持 有 129,249,494 股 股 份（ 相 當 於 本 公 佈 日 期 已 發 行 股 份 總 數 約 74.84%），仍為本公司最大股東兼控股股東（ 定義見上市規則）。本公司股東及潛在投資者於 買賣股份時務請審 ...

FF301 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: 域能控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年9月2日 I. 法定/註冊股本變動 | 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) | 00442 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.005 HKD | | 10,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.005 HKD | | 10,000,000 | 本 ...

（ 本公司組織章程大綱及章程細則應以英文本為準，此中文譯本只供參考。） 第四次經修訂及重訂 之 組織章程大綱及細則 域能控股有限公司 （ 於2025年8月28日以特別決議案通過採納） | 組織章程大綱 | | 1 | | --- | --- | --- | | 組織章程細則 | | 5 | | 股份、認股權證及權利的修改. | | 11 | | 股東登記冊及股票 | | 16 | | 留置權 | | 19 | | 催繳股款 | | 20 | | 股份的轉讓 | | 21 | | 股份的轉傳 | | 23 | | 股份的沒收 | | 24 | | 股東大會 | | 26 | | 股東大會的議事程序 | | 27 | | 股東的投票 | | 34 | | 委任代表及法團代表 | | 36 | | 註冊辦事處 | | 39 | | 董事會 | | 39 | | 董事的委任與輪任 | | 45 | | 借貸權力 | | 47 | | 董事總經理等等 | | 48 | | 管理 | | 48 | | 經理 | | 49 | | 聯席主席及其他高級人員 | | 49 | | 董事議事程序 | | 50 | | 會議記錄及 ...

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佈的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並表明概不對因本公佈全部或任何部份內容而產生或因依賴該等內容而引致的任何損失承擔 任何責任。 （股份代號：442） 於2025年8月28日舉行之股東週年大會投票表決結果 董事會欣然宣佈，於2025年8月28日舉行之股東週年大會上，所有於2025年8月28日舉行 之股東週年大會上提呈之決議案均以投票表決方式獲正式通過。 茲提述域能控 股有限公司（「本公司」）日期為2025 年7月 16 日之通函（「該通函」）及本公司日 期為2025年6月26日之公佈（「該公佈」）。除另行界定者外，本公佈所用詞彙與該通函及該公 佈所界定者具有相同涵義。 本公 司董事會（「董事會」）欣然宣 佈，於2025 年8 月28 日舉行 之本公 司股東週 年大會（「 股東 週年大會」）上，所有提呈之決議案均以投票表決方式獲正式通過。 本公司之香港股份過戶及登記分處卓佳證券登記有限公司獲委任為監票人，負責股東週年 大會之點票事宜。 於股東週年大會日期，本公司已發行股本包含172,700,000股每股面值0.005港元之股份（「股 份」 ...

FF301 公司名稱: 域能控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 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) | 00442 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.005 HKD | | 10,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.005 HKD | | 10,000,000 | 本月底法定/註冊股本總額： HKD 10,000,000 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 ...

Corporate Information [Corporate Structure and Key Personnel](index=3&type=section&id=Corporate%20Structure%20and%20Key%20Personnel) The board of directors of Domain Energy Holdings Limited comprises two executive, two non-executive, and three independent non-executive directors, with Dr. Su Shu-hui as Chairman and Mr. Tse Kei-cheung as CEO - The Board of Directors consists of seven directors, including two executive directors, two non-executive directors, and three independent non-executive directors[7](index=7&type=chunk)[40](index=40&type=chunk)[45](index=45&type=chunk) - Dr. Su Shu-hui serves as Chairman and Executive Director, while Mr. Tse Kei-cheung serves as Chief Executive Officer[7](index=7&type=chunk)[41](index=41&type=chunk)[43](index=43&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) - The Audit, Remuneration, and Nomination Committees include independent non-executive directors, ensuring corporate governance independence[8](index=8&type=chunk)[10](index=10&type=chunk) - Ernst & Young is the company's auditor, with principal bankers including Bank of Communications (Hong Kong), Bank of China (Hong Kong), and The Hongkong and Shanghai Banking Corporation[9](index=9&type=chunk)[10](index=10&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) Financial Highlights [Key Financial Metrics for FY2025](index=5&type=section&id=Key%20Financial%20Metrics%20for%20FY2025) For the year ended March 31, 2025, revenue decreased by 18.2% to HKD 185.5 million, gross profit fell by 36.9% to HKD 1.9 million, and gross margin declined to 1.0%, while loss attributable to owners significantly narrowed by 53.2% to HKD 8.3 million, and basic loss per share decreased by 60% to HKD 0.04, with no final dividend recommended FY2025 Key Financial Data | Indicator | 2025 (HKD million) | 2024 (HKD million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 185.5 | 226.8 | -18.2% | | Gross Profit | 1.9 | 3.0 | -36.9% | | Gross Margin | 1.0% | 1.3% | -0.3pp | | Loss Attributable to Owners | (8.3) | (17.7) | -53.2% | | Basic Loss Per Share | (0.04) | (0.10) | -60.0% | - The Board does not recommend a final dividend for the year ended March 31, 2025[19](index=19&type=chunk) Chairman's Statement [FY2025 Performance Overview](index=6&type=section&id=FY2025%20Performance%20Overview) For the year ended March 31, 2025, the Group's revenue was approximately HKD 185.5 million, an 18.2% year-on-year decrease, with gross profit of approximately HKD 1.9 million and a gross margin of approximately 1.0%, resulting in a loss attributable to owners of approximately HKD 8.3 million, and no final dividend is recommended FY2025 Key Financial Data | Indicator | Amount (HKD million) | | :--- | :--- | | Revenue | 185.5 | | Gross Profit | 1.9 | | Gross Margin | 1.0% | | Loss Attributable to Owners | (8.3) | - Revenue decreased by approximately **18.2%** compared to FY2024[20](index=20&type=chunk) - The Board does not recommend a final dividend for the year ended March 31, 2025[20](index=20&type=chunk) [Business Overview and Strategic Focus](index=6&type=section&id=Business%20Overview%20and%20Strategic%20Focus) In 2024, rising gold prices due to central bank reserves, geopolitical tensions, macroeconomic uncertainties, declining consumer sentiment, and RMB depreciation significantly impacted the Group's sales performance, leading to a reallocation of business resources towards high-end art jewelry, gold products, and online sales in mainland China, alongside enhanced online brand promotion and digital marketing - In 2024, factors such as increased central bank gold reserves, geopolitical tensions, macroeconomic uncertainty, decreased consumer sentiment, and RMB depreciation drove gold prices higher[21](index=21&type=chunk)[25](index=25&type=chunk) - The Group reallocated business resources to high-end art jewelry, gold products and materials, and online sales of gold jewelry in mainland China, despite lower profit margins[21](index=21&type=chunk)[25](index=25&type=chunk) - The Group is committed to expanding the high-end art jewelry market by establishing relationships with international and Hong Kong renowned auction houses and jewelry retailers, and utilizing online platforms for promotion[23](index=23&type=chunk)[26](index=26&type=chunk) - Emphasis is placed on online brand promotion and digital marketing to enhance brand awareness and influence through online platforms and social media[22](index=22&type=chunk)[25](index=25&type=chunk) [Prospects and Future Initiatives](index=7&type=section&id=Prospects%20and%20Future%20Initiatives) Facing macroeconomic uncertainties and cautious consumer sentiment, the Group will adjust its strategy to launch more high-margin products, planning to acquire memberships in the Hong Kong Gold Exchange and registered refiner status, and considering establishing a gold refinery to build a comprehensive gold industry chain, while also expanding sales channels for high-end art jewelry, exploring AR and blockchain technology for service platforms, and continuously investing in human resource management to attract talent and enhance competitiveness - Facing macroeconomic uncertainty and cautious consumer sentiment, the Group will adjust its strategy to launch more high-margin products[28](index=28&type=chunk)[34](index=34&type=chunk) - Plans include acquiring memberships in the Hong Kong Gold Exchange Limited and registered refiner status, and actively considering establishing a local gold refinery to form an upstream, midstream, and downstream gold industry chain[29](index=29&type=chunk)[34](index=34&type=chunk) - Expansion of high-end art jewelry sales channels will include auction houses and collaborations with renowned jewelry retailers, alongside active development of online sales channels[30](index=30&type=chunk)[34](index=34&type=chunk) - Exploration of augmented reality (AR) and blockchain technology to develop a service platform, providing a one-stop virtual platform for gold jewelry sales, primarily funded by company reserves[31](index=31&type=chunk)[35](index=35&type=chunk) - Focus on human resource management and development, inviting jewelry industry professionals and blockchain technology talents to join the team to enhance the company's overall competitiveness[32](index=32&type=chunk)[35](index=35&type=chunk) [Appreciation](index=8&type=section&id=Appreciation) The Chairman, on behalf of the Board, extends sincere gratitude to all shareholders, customers, suppliers, business partners, the management team, and all employees for their support, trust, collective efforts, and contributions - Sincere thanks are extended to customers, suppliers, business partners, and all stakeholders[38](index=38&type=chunk)[39](index=39&type=chunk) - Heartfelt appreciation is given to the management team and all colleagues for their collective efforts and contributions[38](index=38&type=chunk)[39](index=39&type=chunk) Directors and Senior Management [Board Composition](index=9&type=section&id=Board%20Composition) As of March 31, 2025, the Board of Directors consists of seven members, including two executive directors, two non-executive directors, and three independent non-executive directors, one of whom is a female independent non-executive director - The Board of Directors consists of seven directors, including two executive directors, two non-executive directors, and three independent non-executive directors (one of whom is a female independent non-executive director)[40](index=40&type=chunk)[45](index=45&type=chunk) [Executive Directors](index=9&type=section&id=Executive%20Directors) Dr. Su Shu-hui (74), Chairman and Executive Director since December 2021, holds a Bachelor of Science and a Doctor of Management degree, with extensive experience in corporate governance and property development; Mr. Tse Kei-cheung (75), CEO since December 2021, holds a Master of Gemology degree and has twenty years of experience in jewelry business management and operations, responsible for major operational decisions and oversight - Dr. Su Shu-hui (74) has served as Chairman and Executive Director since December 2021, holding a Bachelor of Science and a Doctor of Management degree, with extensive experience in corporate governance and property development[41](index=41&type=chunk)[42](index=42&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) - Mr. Tse Kei-cheung (75) has served as Chief Executive Officer since December 2021, holding a Master of Gemology degree, with twenty years of experience in jewelry business management and operations, responsible for major operational decisions and oversight of the Group[43](index=43&type=chunk)[44](index=44&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk) [Non-Executive Directors](index=10&type=section&id=Non-Executive%20Directors) Mr. Chan Wai-tuen (72) has served as a Non-Executive Director since November 2021, with over 40 years of experience in finance, particularly in auditing and taxation, despite past reprimands from the Hong Kong Institute of Certified Public Accountants; Mr. Ning Rui (49) was re-designated from Independent Non-Executive Director to Non-Executive Director on September 1, 2024, possessing over 15 years of investment and financial advisory experience and familiarity with mainland China and Hong Kong capital markets - Mr. Chan Wai-tuen (72) has served as a Non-Executive Director since November 2021, possessing over **40 years of experience** in finance, particularly in auditing and taxation[49](index=49&type=chunk)[50](index=50&type=chunk) - Mr. Chan was twice reprimanded by the Hong Kong Institute of Certified Public Accountants in 2010 and 2022 for deficiencies in auditing procedures for clients, but the Board considers him suitable to continue as a Non-Executive Director[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) - Mr. Ning Rui (49) was re-designated from Independent Non-Executive Director to Non-Executive Director on September 1, 2024, possessing over **15 years of investment and financial advisory experience** and familiarity with mainland China and Hong Kong capital markets[62](index=62&type=chunk)[63](index=63&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk) [Independent Non-Executive Directors](index=12&type=section&id=Independent%20Non-Executive%20Directors) Mr. Yau Pak-yu (56) has served as an Independent Non-Executive Director since May 2021, with over 30 years of experience in M&A transaction support and financial due diligence; Mr. Chung Wai-man (66) has served as an Independent Non-Executive Director since May 2021, with over 25 years of financial and business advisory experience; Ms. Lam Wing (49) was appointed as an Independent Non-Executive Director on September 1, 2024, with over 20 years of experience in auditing, taxation, and financial advisory, and familiarity with the business environment in mainland China - Mr. Yau Pak-yu (56) has served as an Independent Non-Executive Director since May 2021, possessing over **30 years of experience** in M&A transaction support and financial due diligence[64](index=64&type=chunk)[67](index=67&type=chunk) - Mr. Chung Wai-man (66) has served as an Independent Non-Executive Director since May 2021, possessing over **25 years of experience** in financial and business advisory[69](index=69&type=chunk)[72](index=72&type=chunk) - Ms. Lam Wing (49) was appointed as an Independent Non-Executive Director on September 1, 2024, possessing over **20 years of experience** in auditing, taxation, and financial advisory, and familiarity with the business environment in mainland China[74](index=74&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) [Senior Management](index=15&type=section&id=Senior%20Management) The company's senior management includes executive directors, Company Secretary Ms. Lai Wai-sheung, Chief Operating Officer Mr. Tao Hongbo, Deputy Chief Operating Officer Mr. Zhang Chen, and Deputy Financial Controller Mr. Feng Haoxian, with Ms. Lai having over 20 years of finance, audit, and company secretarial experience, Mr. Tao and Mr. Zhang possessing extensive expertise in the jewelry industry, and Mr. Feng responsible for financial reporting and control - Executive directors are considered part of the Group's senior management, directly responsible for overseeing the company's strategic objectives and business operations[79](index=79&type=chunk)[83](index=83&type=chunk) - Ms. Lai Wai-sheung has served as Company Secretary, Authorized Representative, and Agent for Service of Process since June 1, 2022, possessing over **20 years of experience** in finance, audit, and company secretarial matters[80](index=80&type=chunk)[83](index=83&type=chunk) - Mr. Tao Hongbo has served as Chief Operating Officer since June 2022, holding a Master of Gemology degree, with over **20 years of experience** in jewelry industry training, internal control, and internal audit[81](index=81&type=chunk)[84](index=84&type=chunk) - Mr. Zhang Chen has served as Deputy Chief Operating Officer since August 2022, holding a Master of Gemology degree, and is an experienced gold trader who has managed the gold trading department for nearly ten years[85](index=85&type=chunk)[88](index=88&type=chunk) - Mr. Feng Haoxian has served as the Group's Deputy Financial Controller since January 2024, possessing over **15 years of work experience**, primarily responsible for financial reporting, financial control, and company secretarial matters[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) Management Discussion and Analysis [Business Overview](index=17&type=section&id=Business%20Overview) As a premium jewelry integrated supplier and original design manufacturer in Hong Kong, the Group primarily engages in premium jewelry design, manufacturing, processing, and export, and in 2024, influenced by rising gold prices and macroeconomic factors, it reallocated business resources to high-end art jewelry, gold products, and online sales in mainland China, enhancing online brand promotion and digital marketing to cater to high-end consumer demand - The Group primarily engages in premium jewelry design, manufacturing, processing, and export, with customers mainly comprising jewelry wholesalers, retailers, and high-net-worth individuals in Hong Kong and mainland China[90](index=90&type=chunk)[95](index=95&type=chunk) - In 2024, influenced by increased central bank gold reserves, geopolitical tensions, macroeconomic uncertainty, decreased consumer sentiment, and RMB depreciation, the Group reallocated business resources to high-end art jewelry, gold products and materials, and online sales of gold jewelry in mainland China[92](index=92&type=chunk)[95](index=95&type=chunk) - The Group focuses on high-end art jewelry, establishing relationships with international and Hong Kong renowned auction houses and jewelry retailers, and utilizing online platforms and social media for brand promotion and digital marketing[93](index=93&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk) [Prospects](index=18&type=section&id=Prospects) The Group plans to actively expand its gold business by acquiring memberships in the Hong Kong Gold Exchange and registered refiner status, considering establishing a gold refinery to build a complete gold industry chain, while also extending sales channels for high-end art jewelry, exploring AR and blockchain technology for service platforms, and continuously investing in human resource management to attract talent and enhance competitiveness - The Group plans to acquire memberships in the Hong Kong Gold Exchange Limited and registered refiner status, and actively consider establishing a local gold refinery to form an upstream, midstream, and downstream gold industry chain[99](index=99&type=chunk)[103](index=103&type=chunk) - Expansion of high-end art jewelry sales channels will include auction houses and collaborations with renowned jewelry retailers, alongside active development of online sales channels[100](index=100&type=chunk)[103](index=103&type=chunk) - Exploration of augmented reality (AR) and blockchain technology to develop a service platform, providing a one-stop virtual platform for gold jewelry sales, primarily funded by company reserves[101](index=101&type=chunk)[104](index=104&type=chunk) - Focus on human resource management and development, inviting jewelry industry professionals and blockchain technology talents to join the team to enhance the company's overall competitiveness[102](index=102&type=chunk)[104](index=104&type=chunk) [Financial Review](index=19&type=section&id=Financial%20Review) For the year ended March 31, 2025, the Group's revenue decreased by 18.2% to HKD 185.5 million, primarily due to a significant reduction in precious metals and jewelry raw material supply in the Hong Kong market, despite a 37.5% increase in sales revenue in mainland China; gross profit decreased by 36.9% to HKD 1.9 million, with gross margin falling to 1.0%, mainly due to an increased proportion of lower-margin gold jewelry products sold in mainland China; both selling and administrative expenses decreased, and loss attributable to owners narrowed by 53.2% to HKD 8.3 million, primarily benefiting from enhanced cost control and increased fair value gains on financial assets FY2025 Key Financial Data Comparison | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 185,477 | 226,754 | -18.2% | | Gross Profit | 1,905 | 3,020 | -36.9% | | Gross Margin | 1.0% | 1.3% | -0.3pp | | Loss Attributable to Owners | (8,297) | (17,724) | -53.2% | | Basic Loss Per Share | (0.04) | (0.10) | -60.0% | - Revenue decrease was primarily due to a significant reduction in precious metals and jewelry raw material supply in the Hong Kong market (down **99.8%**), while mainland China sales revenue increased by **37.5%**[107](index=107&type=chunk)[111](index=111&type=chunk) - Gross margin decreased to **1.0%**, mainly due to an increased proportion of lower-margin gold jewelry products and materials sold to the mainland China market[108](index=108&type=chunk)[112](index=112&type=chunk) - Selling expenses decreased by **43.1%** to HKD 1.5 million, and administrative expenses decreased by **8.9%** to HKD 16.6 million, primarily due to cost control and resource optimization[109](index=109&type=chunk)[110](index=110&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - Loss attributable to owners decreased by **53.2%**, primarily due to enhanced cost control and increased fair value gains on financial assets measured at fair value through profit or loss[116](index=116&type=chunk)[123](index=123&type=chunk) - As of March 31, 2025, net current assets were approximately **HKD 52.6 million**, the current ratio was approximately **7.8**, and the gearing ratio was not applicable (cash and bank balances exceeded interest-bearing borrowings)[120](index=120&type=chunk)[121](index=121&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) [Business Strategies](index=21&type=section&id=Business%20Strategies) The Group aims to become a premium art jewelry supplier in Hong Kong by enhancing brand awareness, product quality, strengthening sales and marketing, and consolidating market share, investing more resources in sourcing precious gemstones to attract high-net-worth clients, utilizing online marketing and trade exhibitions for brand and product promotion, adjusting production resources and capacity to meet diverse market demands, and expanding into new markets under the "Belt and Road" initiative - The Group aims to develop into a premium art jewelry supplier in Hong Kong by enhancing brand awareness, product quality, strengthening sales and marketing, and consolidating market share[130](index=130&type=chunk)[134](index=134&type=chunk) - More resources will be invested in sourcing precious gemstones to attract high-net-worth clients, and online marketing and participation in trade exhibitions will be utilized to promote the brand and products[131](index=131&type=chunk)[134](index=134&type=chunk) - Production resources and capacity will be adjusted to meet varying product delivery times, consumer preferences, and festive shopping habits[131](index=131&type=chunk)[134](index=134&type=chunk) - Leveraging the "Belt and Road" initiative and the increasing wealth of Chinese individuals, the Group is committed to expanding into new markets that can provide strong growth momentum[132](index=132&type=chunk)[135](index=135&type=chunk) [Financial Management and Capital Structure](index=22&type=section&id=Financial%20Management%20and%20Capital%20Structure) The Group adopts a prudent financial management strategy, maintaining a sound liquidity position and mitigating credit risk through credit insurance and continuous assessment of customer creditworthiness; it primarily faces RMB foreign exchange risk but does not anticipate significant changes in the HKD to USD exchange rate; as of March 31, 2025, there were no changes in the company's capital structure, no capital commitments, and no recommendation for a final dividend - The Group adopts a prudent financial management strategy, maintaining a sound liquidity position and mitigating credit risk through credit insurance and continuous assessment of customer creditworthiness[129](index=129&type=chunk)[133](index=133&type=chunk) - The Group primarily faces RMB foreign exchange risk, but as HKD is pegged to USD, no significant changes in the HKD to USD exchange rate are anticipated[136](index=136&type=chunk)[142](index=142&type=chunk) - As of March 31, 2025, there were no changes in the company's capital structure, no capital commitments, and no recommendation for a final dividend for the year ended March 31, 2025[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) [Human Resources](index=22&type=section&id=Human%20Resources) As of March 31, 2025, the Group had 9 employees, with total staff costs of approximately HKD 8.8 million, a decrease from the previous year; remuneration is determined based on market conditions and individual performance; the company adopted the 2023 Share Scheme to provide equity incentives and granted share awards and share options to directors and employees on March 28, 2024 FY2025 Employee Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees | 9 | 10 | | Total Staff Costs (HKD million) | 8.8 | 10.2 | - The company adopted the **2023 Share Scheme** to provide equity incentives, aiming to attract, reward, motivate, retain, compensate, and/or provide benefits to eligible participants[151](index=151&type=chunk)[156](index=156&type=chunk)[392](index=392&type=chunk)[395](index=395&type=chunk) - On March 28, 2024, the Board resolved to grant **100,000 share awards** and **1,000,000 share options** to Mr. Tse Kei-cheung, **500,000 share options** to Mr. Chan Wai-tuen, and **1,050,000 share options** to five other employee participants[153](index=153&type=chunk)[157](index=157&type=chunk)[390](index=390&type=chunk)[395](index=395&type=chunk) [Investments and Disposals](index=24&type=section&id=Investments%20and%20Disposals) As of March 31, 2025, the Group held approximately HKD 19.481 million in financial assets at fair value through profit or loss (primarily a life insurance policy), accounting for 23.6% of total assets; in November 2024, the company disposed of 69,202,000 shares of Lisi Group (Holdings) Limited for a total consideration of approximately HKD 11.958 million, recognizing a gain of approximately HKD 6.6 million, with proceeds intended for general working capital or suitable investment opportunities; at the end of the reporting period, there were no significant future investment or capital asset acquisition plans, no major subsidiary acquisitions or disposals, no pledged assets, and no significant contingent liabilities - As of March 31, 2025, the Group held approximately **HKD 19.481 million** in financial assets at fair value through profit or loss (a life insurance policy), accounting for **23.6%** of total assets[159](index=159&type=chunk)[165](index=165&type=chunk) - Between November 4 and 22, 2024, the company disposed of **69,202,000 shares** of Lisi Group (Holdings) Limited for a total consideration of approximately **HKD 11.958 million**, recognizing an audited gain of approximately **HKD 6.6 million**[161](index=161&type=chunk)[166](index=166&type=chunk)[169](index=169&type=chunk)[176](index=176&type=chunk) - The proceeds from the disposal are intended for general working capital or other suitable investment opportunities[168](index=168&type=chunk)[175](index=175&type=chunk) - As of March 31, 2025, the Group had no significant future plans for investments or capital asset acquisitions, no major subsidiary acquisitions or disposals, no pledged assets, and no significant contingent liabilities[170](index=170&type=chunk)[171](index=171&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk) [Event After the Reporting Period](index=26&type=section&id=Event%20After%20the%20Reporting%20Period) On May 2, 2025, the Board approved and submitted a request to surrender a life insurance policy with a surrender value of approximately HKD 19.344 million, which had reached break-even, and the net proceeds are expected to be used to increase working capital and develop gold jewelry products - On May 2, 2025, the Board approved and submitted a request to surrender a life insurance policy with a surrender value of approximately **HKD 19.344 million**, which had reached break-even[182](index=182&type=chunk)[184](index=184&type=chunk)[188](index=188&type=chunk)[190](index=190&type=chunk) - The net proceeds from the surrender are expected to be used to increase working capital and develop gold jewelry products[185](index=185&type=chunk)[191](index=191&type=chunk) Corporate Governance Report [Corporate Governance Practices](index=27&type=section&id=Corporate%20Governance%20Practices) The company is committed to adopting and complying with recognized standards of corporate governance principles and practices, having adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules as the basis for its corporate governance practices, and has complied with the code provisions for the year ended March 31, 2025 - The company is committed to adopting and complying with recognized standards of corporate governance principles and practices, having adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules as the basis for its corporate governance practices[194](index=194&type=chunk)[195](index=195&type=chunk)[198](index=198&type=chunk) - For the year ended March 31, 2025, the company has consistently complied with the code provisions[195](index=195&type=chunk)[198](index=198&type=chunk) [Board of Directors](index=27&type=section&id=Board%20of%20Directors) The Board of Directors comprises seven directors, including two executive, two non-executive, and three independent non-executive directors, meeting Listing Rules requirements, and is responsible for overseeing and managing company affairs, with some duties delegated to board committees; all directors participate in continuous professional development, and the roles of Chairman and CEO are clearly separated to ensure power balance, with clear procedures for director appointment, re-election, and removal, adhering to a board diversity policy - The Board of Directors consists of seven directors, including two executive directors, two non-executive directors, and three independent non-executive directors, meeting the requirements of the Listing Rules[197](index=197&type=chunk)[200](index=200&type=chunk)[216](index=216&type=chunk)[222](index=222&type=chunk) - The Board is primarily responsible for overseeing and managing company affairs, including adopting long-term strategies and appointing and supervising senior management, with some responsibilities delegated to various Board committees[203](index=203&type=chunk)[206](index=206&type=chunk)[208](index=208&type=chunk)[212](index=212&type=chunk) - All directors participate in continuous professional development, with training courses focusing on the roles, functions, and responsibilities of directors of listed companies[228](index=228&type=chunk)[231](index=231&type=chunk)[233](index=233&type=chunk)[234](index=234&type=chunk) - The division of responsibilities between the Chairman and Chief Executive Officer is clearly defined to ensure a balance of power[235](index=235&type=chunk)[236](index=236&type=chunk) - Procedures for the appointment, re-election, and removal of directors are set out in the company's articles of association and adhere to a board diversity policy, based on meritocracy and fully considering the benefits of board diversity[238](index=238&type=chunk)[244](index=244&type=chunk)[251](index=251&type=chunk)[255](index=255&type=chunk) [Board Committees](index=33&type=section&id=Board%20Committees) The Board has established Nomination, Remuneration, and Audit Committees to oversee specific areas of company affairs; the Nomination Committee reviews board structure, identifies suitable director candidates, and assesses independence; the Remuneration Committee advises on remuneration policies and structures for directors and senior management, and reviews share schemes; the Audit Committee advises on the appointment of external auditors, reviews financial statements, and monitors the company's financial reporting, risk management, and internal control systems - The Board has established Nomination, Remuneration, and Audit Committees to oversee specific areas of company affairs, each with clear written terms of reference[242](index=242&type=chunk)[245](index=245&type=chunk) - The Nomination Committee's primary duties include reviewing the board structure, identifying qualified director candidates, assessing the independence of independent non-executive directors, and providing recommendations on director appointments or re-appointments[247](index=247&type=chunk)[253](index=253&type=chunk) - The Remuneration Committee's primary duties include making recommendations on the remuneration policy and structure for directors and senior management, ensuring directors do not determine their own remuneration, and reviewing and/or approving matters related to share schemes[257](index=257&type=chunk)[259](index=259&type=chunk) - The Audit Committee's primary duties include making recommendations on the appointment of external auditors, reviewing financial statements and significant opinions on financial reporting, and monitoring the company's financial reporting, risk management, and internal control systems[265](index=265&type=chunk)[269](index=269&type=chunk)[270](index=270&type=chunk)[275](index=275&type=chunk) - Mr. Yau Pak-yu, Chairman of the Audit Committee, possesses the appropriate professional qualifications required by the Listing Rules[272](index=272&type=chunk)[274](index=274&type=chunk) [Financial Reporting and Audit](index=38&type=section&id=Financial%20Reporting%20and%20Audit) The Board is responsible for preparing financial statements that truly and fairly reflect the Group's financial position, ensuring compliance with relevant accounting standards and disclosure requirements; the total remuneration for external auditor Ernst & Young is approximately HKD 1.5 million; the Board is committed to presenting a fair, clear, and understandable financial assessment - The Board is responsible for preparing financial statements that truly and fairly reflect the Group's financial position, ensuring compliance with relevant accounting standards and disclosure requirements[278](index=278&type=chunk)[283](index=283&type=chunk) - The total remuneration for external auditor Ernst & Young is approximately **HKD 1.5 million**, entirely for annual audit services[285](index=285&type=chunk)[286](index=286&type=chunk)[288](index=288&type=chunk) - The Board is responsible for presenting a fair, clear, and understandable assessment of annual and interim reports, inside information announcements, and other financial disclosures[279](index=279&type=chunk)[284](index=284&type=chunk) [Internal Control and Risk Management](index=39&type=section&id=Internal%20Control%20and%20Risk%20Management) The Board bears overall responsibility for the Group's risk management and internal control systems, having adopted a Whistleblowing Policy to encourage employees and third parties to report misconduct; the Internal Audit Department is responsible for reviewing the effectiveness of internal control systems; for the fiscal year ended March 31, 2025, the directors consider the Group's risk management and internal control systems to be effective and adequate - The Board bears overall responsibility for the Group's risk management and internal control systems, aiming to provide reasonable assurance against material misstatement or loss[297](index=297&type=chunk)[302](index=302&type=chunk) - The Group has adopted a Whistleblowing Policy, encouraging employees and business associates to report any suspected misconduct, fraud, and irregularities confidentially[299](index=299&type=chunk)[303](index=303&type=chunk)[308](index=308&type=chunk)[313](index=313&type=chunk) - The Internal Audit Department is responsible for reviewing the effectiveness of internal control systems and developing an annual audit plan based on business nature and risks[306](index=306&type=chunk)[311](index=311&type=chunk) - For the fiscal year ended March 31, 2025, the directors consider the Group's risk management and internal control systems to be effective and adequate[305](index=305&type=chunk)[310](index=310&type=chunk) [Shareholder and Investor Relations](index=41&type=section&id=Shareholder%20and%20Investor%20Relations) The company values good communication with shareholders, providing updated business developments and financial performance information through annual reports, announcements, and its website; shareholders can request extraordinary general meetings in accordance with the company's articles of association and have the right to choose the language and method of receiving company communications; the company has adopted a dividend policy aimed at allowing shareholders to share in company profits while retaining sufficient reserves for future development - The company values good communication with shareholders, providing updated business developments and financial performance information through annual reports, announcements, and its website[322](index=322&type=chunk)[323](index=323&type=chunk)[324](index=324&type=chunk) - Shareholders holding not less than one-tenth of the paid-up capital can submit a requisition to convene an extraordinary general meeting, in accordance with the company's articles of association[309](index=309&type=chunk)[314](index=314&type=chunk)[315](index=315&type=chunk) - Shareholders have the right to choose the language (English or Chinese) or method (printed or electronic) of receiving company communications[316](index=316&type=chunk)[319](index=319&type=chunk) - The company has adopted a dividend policy aimed at allowing shareholders to share in company profits while retaining sufficient reserves for future development, though the dividend policy does not constitute a legally binding commitment[318](index=318&type=chunk)[321](index=321&type=chunk) Report of the Directors [Business Overview and Financial Performance](index=44&type=section&id=Business%20Overview%20and%20Financial%20Performance) The Group primarily engages in premium jewelry design, manufacturing, processing, and export, and is committed to developing high-end art jewelry and service platform businesses; for the year ended March 31, 2025, the Group's financial performance and position are presented in the consolidated financial statements; the Board does not recommend a final dividend - The Group primarily engages in premium jewelry design, manufacturing, processing, and export, with customers mainly comprising jewelry wholesalers, retailers, and high-net-worth individuals in Hong Kong and mainland China[328](index=328&type=chunk)[333](index=333&type=chunk) - Management is committed to the development of high-end art jewelry and service platform (asset-light) businesses, and the provision of gold products and materials[329](index=329&type=chunk)[333](index=333&type=chunk) - The Board does not recommend a final dividend for the year ended March 31, 2025[336](index=336&type=chunk)[343](index=343&type=chunk) [Capital and Reserves](index=45&type=section&id=Capital%20and%20Reserves) As of March 31, 2025, details of changes in the company's share capital are provided in Note 23 to the consolidated financial statements; details of changes in the Group's and company's reserves are presented in the consolidated statement of changes in equity and Note 24 to the consolidated financial statements, respectively; the company's distributable reserves are approximately HKD 72.9 million - Details of changes in the company's share capital during the year are set out in Note 23 to the consolidated financial statements[338](index=338&type=chunk)[345](index=345&type=chunk) - Details of changes in the Group's and company's reserves during the year are set out in the consolidated statement of changes in equity and Note 24 to the consolidated financial statements, respectively[339](index=339&type=chunk)[346](index=346&type=chunk) - As of March 31, 2025, the company's distributable reserves were approximately **HKD 72.9 million**[340](index=340&type=chunk)[347](index=347&type=chunk) [Operations and Stakeholders](index=45&type=section&id=Operations%20and%20Stakeholders) No donations were made by the Group during the year; for the year ended March 31, 2025, the largest customer accounted for 85.1% of the Group's total sales, and the top five customers accounted for 99.8%; the largest supplier accounted for 98.0% of total purchases, and the top five suppliers accounted for 100.0%; the Group has diversified its customer base to reduce concentration; as of March 31, 2025, the Group had no borrowings - No donations were made during the year[341](index=341&type=chunk)[348](index=348&type=chunk) FY2025 Key Customer and Supplier Concentration | Category | Sales (%) | Purchases (%) | | :--- | :--- | :--- | | Largest Customer | 85.1% | - | | Top Five Customers (Total) | 99.8% | - | | Largest Supplier | - | 98.0% | | Top Five Suppliers (Total) | - | 100.0% | - The company believes customer revenue concentration is a short-term phenomenon, and customer sources will naturally expand with the development of high-end art jewelry and online jewelry businesses[353](index=353&type=chunk)[354](index=354&type=chunk) - As of March 31, 2025 and 2024, the Group had no borrowings[361](index=361&type=chunk)[366](index=366&type=chunk) [Directors and Corporate Governance](index=47&type=section&id=Directors%20and%20Corporate%20Governance) As of March 31, 2025, the Board members included Dr. Su Shu-hui (Chairman) and Mr. Tse Kei-cheung (CEO); all executive directors have three-year service contracts, while non-executive and independent non-executive directors have two-year service contracts, all subject to re-election; the company has received annual confirmations of independence from all independent non-executive directors; during the year, there were no material contracts with significant interests between the company or its subsidiaries and directors or controlling shareholders - As of March 31, 2025, the Board members included Dr. Su Shu-hui (Chairman), Mr. Tse Kei-cheung (Chief Executive Officer), Mr. Chan Wai-tuen, Mr. Ning Rui (re-designated as Non-Executive Director), Mr. Yau Pak-yu, Mr. Chung Wai-man, and Ms. Lam Wing (appointed as Independent Non-Executive Director)[362](index=362&type=chunk)[367](index=367&type=chunk) - All executive directors have service contracts for a term of **three years**, while non-executive directors and independent non-executive directors have service contracts for a term of **two years**, all subject to re-election[369](index=369&type=chunk)[370](index=370&type=chunk)[371](index=371&type=chunk)[376](index=376&type=chunk) - The company has received annual confirmations of independence from each independent non-executive director, and all of them are considered independent under the Listing Rules[374](index=374&type=chunk)[377](index=377&type=chunk) - During the year, neither the company nor its holding company or any of its subsidiaries entered into any material transactions, arrangements, or contracts in which a director or controlling shareholder had a significant interest[375](index=375&type=chunk)[378](index=378&type=chunk)[380](index=380&type=chunk)[386](index=386&type=chunk) [Share Schemes and Interests](index=49&type=section&id=Share%20Schemes%20and%20Interests) The company adopted the 2023 Share Scheme on September 14, 2023, to provide equity incentives, and on March 28, 2024, granted share awards and share options to directors and employees; as of March 31, 2025, Dr. Su Shu-hui held 74.90% of the company's shares through controlled corporations, Mr. Tse Kei-cheung held 1,100,000 shares (including vested share awards and options), and Mr. Chan Wai-tuen held 500,000 share options; Ms. Cheng Miu-bing is deemed to hold Dr. Su Shu-hui's share interests due to spousal relationship - The company adopted the **2023 Share Scheme** on September 14, 2023, to provide equity incentives, and on March 28, 2024, granted share awards and share options to directors and employees[383](index=383&type=chunk)[388](index=388&type=chunk)[390](index=390&type=chunk)[395](index=395&type=chunk) Interests and Short Positions of Directors and Chief Executive in Shares, Underlying Shares, and Debentures (as of March 31, 2025) | Director Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Company's Equity | | :--- | :--- | :--- | :--- | | Dr. Su Shu-hui | Interest in controlled corporation | 129,349,494 | 74.90% | | Mr. Tse Kei-cheung | Beneficial owner | 1,100,000 | 0.64% | | Mr. Chan Wai-tuen | Beneficial owner | 500,000 | 0.29% | Interests and/or Short Positions of Substantial Shareholders and Other Persons in the Company's Shares and Underlying Shares (as of March 31, 2025) | Shareholder Name/Person | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Company's Equity | | :--- | :--- | :--- | :--- | | KTL Group Limited | Beneficial owner | 129,349,494 | 74.90% | | Ms. Cheng Miu-bing | Interest of spouse | 129,349,494 | 74.90% | [Other Statutory Disclosures](index=57&type=section&id=Other%20Statutory%20Disclosures) The Group has made contributions to pension schemes and mandatory provident fund schemes; as of the date of this annual report, the company maintains the public float stipulated by the Listing Rules; during the year, no directors or substantial shareholders engaged in businesses competing with the Group's business or had other conflicts of interest; the company renewed directors' liability insurance; during the year, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities; the company has complied with relevant laws and regulations that have a significant impact on its operations; this annual report and financial results have been reviewed by the Audit Committee; the Annual General Meeting will be held on August 28, 2025, and Ernst & Young will be re-appointed as auditor - The Group has made contributions to pension schemes and mandatory provident fund schemes[433](index=433&type=chunk)[440](index=440&type=chunk) - As of the date of this annual report, the company maintains the public float stipulated by the Listing Rules[434](index=434&type=chunk)[441](index=441&type=chunk) - During the year, no directors or substantial shareholders engaged in businesses competing with the Group's business or had other conflicts of interest[435](index=435&type=chunk)[442](index=442&type=chunk) - The company renewed directors' liability insurance, which was effective throughout the fiscal year[437](index=437&type=chunk)[443](index=443&type=chunk) - During the year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[438](index=438&type=chunk)[444](index=444&type=chunk) - The company has complied with relevant laws and regulations that have a significant impact on its operations[448](index=448&type=chunk)[456](index=456&type=chunk) - The Annual General Meeting will be held on **August 28, 2025**, and Ernst & Young will be re-appointed as auditor[460](index=460&type=chunk)[461](index=461&type=chunk)[462](index=462&type=chunk)[464](index=464&type=chunk)[465](index=465&type=chunk) Environmental, Social and Governance Report [About the Report](index=60&type=section&id=About%20the%20Report) This report is Domain Energy Holdings Limited's ninth Environmental, Social and Governance (ESG) report, disclosing the Group's environmental and social performance from April 1, 2024, to March 31, 2025, covering jewelry product manufacturing and sales operations in Hong Kong and China, prepared in accordance with the ESG Reporting Guide in Appendix C2 of the HKEX Listing Rules, complying with mandatory disclosure requirements and "comply or explain" provisions - This report is Domain Energy Holdings Limited's **ninth** Environmental, Social and Governance (ESG) report[467](index=467&type=chunk)[471](index=471&type=chunk) - The report discloses the Group's environmental and social performance from **April 1, 2024, to March 31, 2025**, covering jewelry product manufacturing and sales operations in Hong Kong and China[468](index=468&type=chunk)[472](index=472&type=chunk) - The report is prepared in accordance with the ESG Reporting Guide in Appendix C2 of the HKEX Listing Rules, complying with mandatory disclosure requirements and "comply or explain" provisions[469](index=469&type=chunk)[473](index=473&type=chunk) [ESG Governance](index=61&type=section&id=ESG%20Governance) The Board is responsible for overseeing the Group's overall ESG policies and performance, integrating ESG issues into its risk management strategy; through extensive stakeholder engagement, the Group identifies and prioritizes material ESG issues, including emissions management, environmental compliance, customer satisfaction, economic performance, product and service quality management, and supply chain management; the Board confirms that this report covers all material issues and fairly reflects the Group's ESG approach and performance - The Board recognizes its responsibility for the Group's sustainable development and is committed to overseeing the Group's overall ESG policies and performance, integrating ESG issues into its risk management strategy[475](index=475&type=chunk)[479](index=479&type=chunk) - Through extensive stakeholder engagement, the Group identifies and prioritizes material ESG issues, including emissions management, environmental compliance, customer satisfaction, economic performance, product and service quality management, and supply chain management[476](index=476&type=chunk)[479](index=479&type=chunk)[484](index=484&type=chunk)[485](index=485&type=chunk)[487](index=487&type=chunk)[488](index=488&type=chunk) - The Board confirms that this report covers all material issues and fairly reflects the Group's ESG approach and performance[478](index=478&type=chunk)[480](index=480&type=chunk) [Our Environment](index=64&type=section&id=Our%20Environment) The Group is committed to integrating sustainable development principles into its strategic planning and operational processes, taking proactive measures to reduce environmental impact; it monitors energy consumption and greenhouse gas emissions, and has developed a climate change policy and energy-saving targets; in resource management, the Group recycles production water and uses FSC-certified paper; exhaust gas emissions are strictly controlled through bag dust collectors and desulfurization devices, and wastewater undergoes tertiary treatment; the Group has also implemented waste reduction measures and controls noise through shock absorbers and sound insulation systems; additionally, the Group is dedicated to factory greening to improve air quality - The Group is committed to integrating sustainable development principles into its strategic planning and operational processes, taking proactive measures to reduce negative environmental impact[489](index=489&type=chunk)[490](index=490&type=chunk)[495](index=495&type=chunk)[496](index=496&type=chunk) - The Group has developed a comprehensive climate change policy and identifies and assesses climate-related risks and opportunities by referencing the climate-related disclosure guidance of IFRS S2[493](index=493&type=chunk)[494](index=494&type=chunk)[497](index=497&type=chunk) FY2025 Energy Consumption and Greenhouse Gas Emissions | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total Energy Consumption (GJ) | 168.71 | 166.89 | | Energy Intensity (GJ/person) | 18.75 | 16.69 | | Total GHG Emissions (tonnes CO2e) | 17.97 | 19.34 | | Scope 1 Emissions (tonnes CO2e) | 10.49 | 8.85 | | Scope 2 Emissions (tonnes CO2e) | 7.49 | 10.49 | | Emissions Intensity (tonnes CO2e/person) | 2.00 | 1.93 | - The Group implements the "Green Office" initiative, adopting energy-saving measures such as LED lighting, turning off lights during lunch breaks, setting air conditioning to **25°C**, and using energy-efficient appliances[507](index=507&type=chunk)[508](index=508&type=chunk)[512](index=512&type=chunk)[513](index=513&type=chunk) - The Group recycles and reuses production water, uses FSC-certified paper, and regularly inspects water pipes to prevent leaks[518](index=518&type=chunk)[519](index=519&type=chunk)[520](index=520&type=chunk) - Jewelry polishing dust emissions from the China factory are strictly controlled through bag dust collectors and desulfurization devices, with third-party emission testing to ensure compliance with national standards[524](index=524&type=chunk)[527](index=527&type=chunk) - Domestic wastewater undergoes tertiary treatment before discharge to meet strict emission standards and is reused for central air conditioning system cooling[526](index=526&type=chunk)[528](index=528&type=chunk) - Waste reduction measures are implemented, including recycling old furniture, digital promotion, and setting up recycling bins[529](index=529&type=chunk)[533](index=533&type=chunk) - Shock absorbers and sound insulation systems are installed to control noise, and regular audits are conducted by local noise monitoring units[531](index=531&type=chunk)[534](index=534&type=chunk) - The Group is committed to factory greening, engaging professionals to cultivate and maintain plants and greenery to improve air quality[532](index=532&type=chunk)[535](index=535&type=chunk) [Sustainable Operations](index=72&type=section&id=Sustainable%20Operations) The Group integrates excellent product quality into its operations, implements a robust quality management system, and values customer feedback; it conducts comprehensive evaluations and regular reviews of suppliers to ensure supply chain quality; regarding data privacy and intellectual property protection, the Group has strict policies and only procures software from authorized vendors; the Group maintains a zero-tolerance policy towards corruption and has a whistleblowing mechanism to ensure fairness, trust, and integrity - The Group is committed to providing jewelry products that meet the highest quality standards, supervising production processes through a quality organization, and conducting annual evaluations[537](index=537&type=chunk)[539](index=539&type=chunk) - All employees are required to obtain necessary technical skill certifications, and products undergo strict two-stage quality inspection, with non-compliant products returned for correction[541](index=541&type=chunk)[542](index=542&type=chunk) - The Group values customer feedback, has established standardized customer complaint handling procedures, and implements product recall procedures for non-compliant products[543](index=543&type=chunk)[544](index=544&type=chunk)[545](index=545&type=chunk)[547](index=547&type=chunk) - The Procurement Department conducts comprehensive evaluations and regular reviews of suppliers (at least twice annually) to ensure compliance with quality expectations, with non-compliant suppliers removed from the approved list[546](index=546&type=chunk)[548](index=548&type=chunk)[551](index=551&type=chunk)[552](index=552&type=chunk) - The Group has established strict policies prohibiting unauthorized disclosure of confidential information and only procures all office software from authorized vendors to protect data privacy and intellectual property[553](index=553&type=chunk)[554](index=554&type=chunk)[557](index=557&type=chunk)[558](index=558&type=chunk) - The Group maintains a strict zero-tolerance policy towards any form of corruption (including bribery, extortion, fraud, and money laundering) and has established anti-corruption guidelines[559](index=559&type=chunk)[563](index=563&type=chunk) - The Group has a robust whistleblowing policy, encouraging employees and third parties to report misconduct, ensuring anonymity and protection from retaliation for whistleblowers[561](index=561&type=chunk)[562](index=562&type=chunk)[564](index=564&type=chunk) [People-Focused Values](index=76&type=section&id=People-Focused%20Values) As of March 31, 2025, the Group employed 9 full-time staff, with 3 in mainland China and a male-to-female ratio of 5:4; the Group is committed to fostering a diverse and inclusive work environment, implementing comprehensive internal regulations to protect employee rights, and providing competitive compensation and benefits; the Group prioritizes employee training and development, with all employees receiving training in FY2025, averaging 37.8 hours per employee; the Group places employee safety and well-being first, implementing strict safety management systems and regular training, and establishing an emergency response team for unforeseen incidents FY2025 Employee Profile | Indicator | Quantity | | :--- | :--- | | Total Employees | 9 | | Employees in Mainland China | 3 | | Employees in Hong Kong | 6 | | Male Employees | 5 | | Female Employees | 4 | | Employees aged 31-50 | 7 (78%) | | Employees over 50 | 2 (22%) | | Management Staff | 6 (67%) | | General Staff | 3 (33%) | - The Group is committed to creating a diverse and inclusive work environment, adopting a zero-tolerance policy towards any form of discrimination or harassment, and implementing comprehensive internal regulations to protect employee rights[573](index=573&type=chunk)[574](index=574&type=chunk)[580](index=580&type=chunk) - Recruitment and promotion processes are transparent and fair, focusing on individual strengths, educational background, work performance, and professional experience, with annual evaluations conducted[576](index=576&type=chunk)[581](index=581&type=chunk) - A competitive compensation and benefits package is provided, including medical insurance, maternity leave, paternity leave, marriage leave, festive and birthday gifts, as well as free health checks and social labor insurance in mainland China[577](index=577&type=chunk)[578](index=578&type=chunk)[582](index=582&type=chunk) - A structured incentive program is implemented, providing performance bonuses and long-service awards to employees who make outstanding contributions[579](index=579&type=chunk)[582](index=582&type=chunk) - In FY2025, all employees received training, with an average of **37.8 hours per employee**, covering technical professional knowledge, management skills, and gemstone jewelry classification[588](index=588&type=chunk)[592](index=592&type=chunk)[622](index=622&type=chunk) - The Group prioritizes employee safety and well-being, implementing strict safety management systems, procedures, and regular training, and establishing an emergency response team to address natural and man-made incidents[595](index=595&type=chunk)[596](index=596&type=chunk)[598](index=598&type=chunk)[600](index=600&type=chunk)[601](index=601&type=chunk) - Multiple safety measures are implemented in the workplace, including providing personal protective equipment, posting safety warnings, handling flammable and explosive materials according to statutory regulations, and conducting regular third-party safety assessments[603](index=603&type=chunk)[604](index=604&type=chunk)[605](index=605&type=chunk)[606](index=606&type=chunk) - Annual occupational health checks are provided to employees, and detailed occupational health records are maintained, with timely medical treatment and correction of unsafe workplace practices[607](index=607&type=chunk)[608](index=608&type=chunk) [Community Engagement](index=81&type=section&id=Community%20Engagement) Adhering to the principle of "giving back to society," the Group is committed to supporting its communities through charitable activities and donations, and will continue to fulfill its social responsibilities to contribute to the development and well-being of local communities in the future - The Group adheres to the principle of "giving back to society," committed to supporting local communities through charitable activities and donations[612](index=612&type=chunk)[614](index=614&type=chunk) - In the future, the Group will continue to fulfill its social responsibilities, contributing to the development and well-being of the local communities in which it operates[612](index=612&type=chunk)[614](index=614&type=chunk) [Laws and Regulations Compliance](index=82&type=section&id=Laws%20and%20Regulations%20Compliance) The Group has established and implemented management policies to ensure strict compliance with all applicable laws and regulations, covering environmental protection, employment and labor standards, health and safety, product responsibility, and anti-corruption; during the reporting period, no significant violations were identified - The Group has established and implemented management policies to ensure strict compliance with all applicable laws and regulations, covering environmental protection, employment and labor standards, health and safety, product responsibility, and anti-corruption[616](index=616&type=chunk)[617](index=617&type=chunk) - During the reporting year, the Group found no significant violations of laws regarding exhaust and greenhouse gas emissions, discharges to water and land, or the generation of hazardous and non-hazardous waste[617](index=617&type=chunk) - During the reporting year, the Group found no significant legal or regulatory issues concerning remuneration and dismissal, recruitment and promotion, working hours, holidays, equal opportunities, diversity, anti-discrimination, other treatment and benefits, or the prevention of child and forced labor[617](index=617&type=chunk) - During the reporting year, the Group found no violations of laws or regulations related to occupational health and safety standards[617](index=617&type=chunk) - During the reporting year, the Group was not aware of any sanctions or significant adverse liabilities incurred due to violations of laws and regulations concerning products, services, operations, sales and promotion, or other business practices[618](index=618&type=chunk) - During the reporting year, the Group found no significant legal or regulatory acts related to bribery, extortion, fraud, or money laundering[618](index=618&type=chunk) [Performance Data Summary](index=84&type=section&id=Performance%20Data%20Summary) This section provides a summary of the Group's key environmental and social performance data for FY2025 and FY2024, including energy consumption, greenhouse gas emissions, water consumption, packaging material usage, exhaust gas emissions, total employee count, employee turnover rate, percentage of trained employees, and average training hours FY2025 Environmental Performance Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Electricity (kWh) | 11,696.00 | 16,670.43 | | Gasoline (liters) | 3,942.00 | 3,327.82 | | Total Energy Consumption (GJ) | 168.71 | 166.89 | | Energy Intensity (GJ/person) | 18.75 | 16.69 | | Water Consumption (cubic meters) | 38.00 | 85.56 | | Water Intensity (cubic meters/person) | 4.22 | 8.56 | | Paper Packaging Materials (kg) | 48.18 | 85.84 | | Sulfur Oxides (kg) | 0.058 | 0.049 | | Nitrogen Oxides (kg) | 1.233 | 1.233 | | Suspended Particulates (kg) | 0.091 | 0.091 | | Total GHG Emissions (tonnes CO2e) | 17.98 | 19.34 | | GHG Intensity (tonnes CO2e/person) | 2.00 | 1.93 | FY2025 Social Performance Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total Employees | 9 | 10 | | Employees in Hong Kong | 6 | 7 | | Employees in Mainland China | 3 | 3 | | Male Employees | 5 | 6 | | Female Employees | 4 | 4 | | Employee Turnover Rate (31-50 years old) | 14% | 0% | | Male Employee Turnover Rate | 20% | 0% | | Hong Kong Employee Turnover Rate | 17% | 0% | | Percentage of Trained Employees (Male/Female/Management/General Staff) | 100% | 100% | | Average Training Hours (Male) | 30 | 25 | | Average Training Hours (Female) | 48 | 53 | | Average Training Hours (Management Staff) | 37 | 34 | | Average Training Hours (General Staff) | 40 | 40 | | Work-related Injury Cases | 0 | 0 | | Lost Days Due to Work-related Injuries | 0 | 0 | | Work-related Fatalities | 0 | 0 | [HKEX ESG Content Index](index=87&type=section&id=HKEX%20ESG%20Content%20Index) This section provides a content index of the HKEX ESG Reporting Guide requirements, detailing the Group's disclosures on governance structure, reporting principles, reporting scope, environmental aspects (emissions, resource use, environment and natural resources, climate change), and social aspects (employment, health and safety, development and training, labor standards, supply chain management, product responsibility, anti-corruption, community investment), along with their corresponding sections in the report - This section provides a content index of the HKEX ESG Reporting Guide requirements, detailing the Group's disclosures on governance structure, reporting principles, reporting scope, environmental aspects, and social aspects[623](index=623&type=chunk)[624](index=624&type=chunk) - The report adheres to the reporting principles of materiality, quantification, balance, and consistency, and complies with the HKEX Listing Rules Appendix C2 ESG Reporting Guide[626](index=626&type=chunk)[627](index=627&type=chunk)[628](index=628&type=chunk) Independent Auditor's Report [Auditor's Opinion](index=96&type=section&id=Auditor%27s%20Opinion) Ernst & Young has audited the consolidated financial statements of Domain Energy Holdings Limited and its subsidiaries, concluding that they present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance - Ernst & Young has audited the consolidated financial statements of Domain Energy Holdings Limited and its subsidiaries[639](index=639&type=chunk)[642](index=642&type=chunk) - The audit opinion states that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance[640](index=640&type=chunk)[642](index=642&type=chunk) [Key Audit Matters](index=97&type=section&id=Key%20Audit%20Matters) One of the key audit matters for the consolidated financial statements is revenue recognition from customer contracts; for the year ended March 31, 2025, the Group's revenue was HKD 185.5 million, primarily from the sale of jewelry products, precious metals, and jewelry raw materials; the aud

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佈的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示，概不對因本公佈全部或任何部分內容而產生或因倚賴該等內容而引致的任何損 失承擔任何責任。 DOMAINE POWER HOLDINGS LIMITED 域 能 控 股 有 限 公 司 （ 於開曼群島註冊成立之有限公司） （股份代號：442） 截至2025年3月31日止年度的全年業績公佈 . 截至2025年3月31日止年度，收益約為185.5百萬港元，較截至2024年3月31日止年度 減少約18.2%。 . 截至2025年3月31日止年度，毛利約為1.9百萬港元，較截至2024年3月31日止年度減 少約1.1百萬港元或36.9%。 . 毛 利 率 由 截 至 2024 年 3 月 31 日 止 年 度 約 1.3% 下 降 至 截 至 2025 年 3 月 3 1 日 止 年 度 約 1.0%。 . 截至2025年3月31日止年度，本公司擁有人應佔虧損約為8.3百萬港元，較截至2024年 3 月 31 日 止 年 度 本 公 司 擁 有 人 應 佔 虧 損 約 17.7 百 萬 港 元 減 少 ...

Financial Performance - The revenue of Domaine Power Holdings Limited for the six months ended 30 September 2024 was approximately HK$87.0 million, representing a decrease of approximately 33.3% compared to HK$130.0 million for the same period in 2023[24]. - Gross profit for the same period was approximately HK$1.0 million, a decrease of approximately 40.8% from HK$1.7 million in the prior year[24]. - The consolidated loss attributable to equity holders was approximately HK$3.1 million, a decrease of approximately 65.8% from HK$9.1 million in the corresponding period of 2023[25]. - Basic and diluted losses per share were approximately HK$0.02 for the six months ended 30 September 2024, compared to HK$0.05 for the same period in 2023[25]. - The Group's revenue for the period was approximately HK$87.0 million, representing a decrease of approximately HK$43.4 million or 33.3% compared to the same period in 2023[71]. - The Group's gross profit for the period was approximately HK$1.0 million, a decrease of approximately HK$0.6 million or 40.8% compared to the same period in 2023, with a gross profit margin of approximately 1.1%[72]. - The Group recorded a consolidated loss attributable to equity holders of approximately HK$3.1 million, compared to a loss of approximately HK$9.1 million for the same period in 2023, a decrease mainly due to a gain on changes in fair value of listed equity securities investment increasing by approximately HK$4.8 million or 538%[79]. - The total comprehensive loss for the period was HK$2,994,000, compared to HK$10,318,000 in the same period last year, indicating a positive trend[182]. Market Focus and Strategy - The Group is focusing on the fine artistic jewellery market and has allocated more resources to capture high-net-worth customers[32]. - The management is committed to developing a fine artistic jewellery and service platform business, which is asset-light[32]. - The Group's customers primarily include wholesalers, retailers, and high-net-worth individuals, with a recent focus on gold jewellery products due to changing market demands[32]. - The global economic challenges, including inflation and geopolitical tensions, have impacted the Group, leading to a shift in focus towards gold jewellery products[32]. - The Group is focusing on fine artistic jewellery as a key business area and is committed to expanding in this market[38]. - The Group has established good relationships with international and well-known auction houses in Hong Kong to enhance performance in fine artistic jewellery sales[48]. - The increasing proportion of gold jewellery in the sales mix is putting downward pressure on gross profit margin[45]. - The Group plans to leverage online platforms and social media for brand promotion and digital marketing to increase visibility and influence[37]. - The Group aims to develop service platforms using new technologies like Augmented Reality (AR) and blockchain to enhance service offerings and profitability[48]. - The Group's strategy includes optimizing corporate strategy and inviting experienced professionals from the jewellery industry to enhance competitiveness[48]. - The Group is focusing on expanding online sales channels to provide convenient shopping and customization experiences for customers[49]. Financial Management and Position - Administrative expenses for the same period were approximately HK$7.8 million, which is about 17.9% lower than the corresponding period last year[43]. - Selling expenses decreased by approximately 45.8% to approximately HK$0.7 million compared to the same period last year[43]. - As of 30 September 2024, the Group's current assets were approximately HK$55.0 million, down from approximately HK$62.9 million as of 31 March 2024[82]. - Cash and bank balances decreased to approximately HK$25.7 million from approximately HK$36.4 million as of 31 March 2024[82]. - The current liabilities amounted to approximately HK$7.1 million, a decrease from approximately HK$8.4 million as of 31 March 2024[82]. - The current ratio improved to approximately 7.8 as of 30 September 2024, compared to approximately 7.5 as of 31 March 2024[82]. - The gearing ratio was not applicable as cash and bank balances exceeded obligations under finance lease as of 30 September 2024[83]. - The Group maintained a healthy liquidity position and adopted prudent financial management policies throughout the period[83]. - There were no capital commitments as of 30 September 2024, consistent with the position as of 31 March 2024[91]. - The Group had 10 employees as of 30 September 2024, unchanged from 31 March 2024[96]. Share Scheme and Corporate Governance - The 2023 Share Scheme was adopted on 14 September 2023, replacing the 2015 Share Option Scheme[101]. - A total of 100,000 new shares were issued under the 2023 Share Scheme during the reporting period[109]. - As of September 30, 2024, there are 17,160,000 new shares available for issue under the Scheme Mandate, representing approximately 9.94% of the total issued share capital[109]. - The maximum number of shares that may be issued under the 2023 Share Scheme is initially set at 10% of the shares in issue as of the adoption date, totaling 17,260,000 shares[105]. - The 2015 Share Option Scheme has been terminated following the adoption of the 2023 Share Scheme[105]. - The company has appointed Tricor Services Limited to manage and execute the 2023 Share Scheme[108]. - The total number of shares that may be issued under all awards granted under the 2023 Share Scheme is subject to refreshment in accordance with the scheme rules and Listing Rules[105]. - The company aims to ensure compliance with the revised Listing Rules effective from January 1, 2023, through the new share incentive plan[105]. - The Group complied with the Corporate Governance Code during the six months ended 30 September 2024, ensuring adherence to best practices[174]. - The appointment of Mr. Ning Rui as a non-executive Director commenced on 1 September 2024, suggesting a shift in the Board's composition[169]. Investment and Asset Management - The Group expects to recognize an unaudited gain of approximately HK$6,906,087 from the disposal, subject to final audit[62]. - The Group disposed of 69,202,000 shares of Lisi Group, representing approximately 0.86% of the total shares, for a total consideration of approximately HK$11,958,088[53]. - The average selling price for the disposed shares of Lisi Group was approximately HK$0.1727[53]. - The Group's financial strategy includes maintaining a diversified portfolio of investments to enhance overall asset value[123]. - The Group has not engaged in any arrangements that allow Directors to acquire benefits through the acquisition of shares or debentures of the Company[119]. - The total amount of financial assets at fair value through profit or loss reflects the Group's strategic investment approach[123]. - As of September 30, 2024, the Group held financial assets at fair value through profit or loss amounting to approximately HK$30,373,000, representing about 34.6% of its total assets[123]. - The financial assets include a life insurance policy valued at approximately HK$19,212,000, which accounts for approximately 21.9% of total assets, and Hong Kong listed equity securities valued at approximately HK$11,161,000, representing approximately 12.7% of total assets[123]. - The Group is actively seeking new investment opportunities both locally and abroad to enhance future growth prospects[147]. - The Group has no definite plans for material investments or acquisitions of capital assets as of 30 September 2024[149].

Financial Performance - The company reported revenue of approximately HKD 87.0 million for the six months ended September 30, 2024, a decrease of about 33.3% compared to HKD 130.4 million for the same period in 2023[1]. - Gross profit for the same period was approximately HKD 1.0 million, down approximately 40.8% from HKD 1.6 million year-on-year[1]. - The gross margin decreased to approximately 1.1% from 1.2% in the previous year[1]. - The company recorded a loss attributable to equity holders of approximately HKD 3.1 million, a reduction of about 65.8% compared to HKD 9.0 million in the prior period[1]. - Basic and diluted loss per share was approximately HKD 0.02, a decrease of about 60% from HKD 0.05 in the previous year[2]. - Operating loss for the period was approximately HKD 7.4 million, compared to HKD 8.9 million in the same period last year[6]. - Total comprehensive loss for the period was approximately HKD 2.99 million, down from HKD 10.32 million in the prior year[9]. - The group reported a pre-tax loss of HKD 3,127,000 for the six months ended September 30, 2024, compared to a loss of HKD 9,143,000 for the same period in 2023, indicating an improvement of 65.8%[51]. - The group reported a net loss of HKD 3,127,000 for the six months ended September 30, 2024, with a weighted average of 172,700,000 shares outstanding[52]. Dividend and Share Capital - The board of directors did not recommend the payment of an interim dividend for the six months ended September 30, 2024[3]. - The group did not recommend any interim dividend for the period, consistent with the previous year[50]. - The total issued and paid-up share capital remained stable at HKD 863,000 as of September 30, 2024, unchanged from March 31, 2024[74]. Assets and Liabilities - The company's net assets amounted to HKD 83.3 million as of September 30, 2024[15]. - Non-current assets in mainland China amounted to HKD 1,035,621,000 as of September 30, 2024, down from HKD 2,261,257,000 as of March 31, 2024[38]. - The total liabilities as of September 30, 2024, were HKD 6,396,000, down from HKD 7,483,000 as of March 31, 2024, showing a decrease of 14.5%[73]. - The group’s cash and cash equivalents were reported at HKD 2,224,000 as of September 30, 2024, compared to HKD 2,495,000 as of March 31, 2024, indicating a decline of 10.9%[71]. - As of September 30, 2024, the company's current assets were approximately HKD 55.0 million, including cash and bank balances of about HKD 25.7 million[110]. - The current ratio as of September 30, 2024, was approximately 7.8, indicating a strong liquidity position[110]. Revenue Sources - Revenue from external customers for the six months ended September 30, 2024, was HKD 86,984,000, a decrease of 33.3% compared to HKD 130,444,000 for the same period in 2023[36]. - Sales of gold jewelry products generated HKD 81,288,000, up from HKD 76,641,000 in the previous year, reflecting a growth of 8.6%[43]. - For the six months ended September 30, 2024, the group generated revenue of approximately HKD 87.0 million from the mainland China market[90]. Expenses and Cost Management - The group incurred a cost of goods sold of HKD 85,723,000 for the six months ended September 30, 2024, down from HKD 129,358,000 in 2023, representing a reduction of 33.7%[46]. - Administrative expenses for the six months ended September 30, 2024, were approximately HKD 7.8 million, a decrease of about 17.9% compared to the same period last year[90]. - Sales expenses decreased by approximately 45.8% to about HKD 0.7 million compared to the same period last year[90]. - The financial cost for the six months ended September 30, 2024, was HKD 19,000, a decrease of 34.5% from HKD 29,000 in the same period of 2023[45]. Investments and Financial Assets - As of September 30, 2024, the fair value of Hong Kong listed equity securities was HKD 11,161,000, compared to HKD 7,275,000 as of March 31, 2024, representing an increase of 53.5%[56]. - The fair value of life insurance policies increased to HKD 19,212,000 as of September 30, 2024, from HKD 18,786,000 as of March 31, 2024, reflecting a growth of 2.3%[61]. - The group holds financial assets measured at fair value through profit or loss amounting to approximately HKD 30,373,000, representing about 34.6% of total assets[124]. - The financial assets include life insurance policies valued at approximately HKD 19,212,000, accounting for about 21.9% of total assets, and listed equity securities in Hong Kong valued at approximately HKD 11,161,000, which is about 12.7% of total assets[124]. Corporate Governance and Management - The board of directors consists of two executive directors, two non-executive directors, and three independent non-executive directors[140]. - The audit committee, composed of three independent non-executive directors, reviewed the interim report for the period[142]. - The group has maintained a stable workforce of 10 employees as of September 30, 2024, consistent with the previous period[119]. - The company has adopted corporate governance principles and has complied with the relevant codes as of September 30, 2024[137]. Future Plans and Strategies - The company plans to expand online sales channels to enhance customer shopping and customization experiences[1]. - The company aims to leverage new technologies such as augmented reality (AR) and blockchain to develop service platforms and increase profitability[1]. - The group is focusing on the high-end art jewelry market and online sales to adapt to changing consumer behavior[89]. - The group aims to enhance brand awareness and sales through online marketing and social media platforms[89]. - The group continues to seek new opportunities both locally and overseas, believing that listed equity securities in Hong Kong remain attractive investments[130].

Shareholder Registration - The company will suspend shareholder registration from August 30, 2024, to September 4, 2024, to determine eligibility for the annual general meeting[3] - All transfer forms and related stocks must be submitted by 4:30 PM on August 29, 2024, to ensure eligibility for voting at the annual general meeting[3] Board of Directors - The board of directors remains unchanged, with Dr. Su Shuhui as the chairman and executive director[4]