此乃要件 請即處理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢 閣下之股票經紀、其他註冊 證券商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已將名下同得仕（集團）有限公司股份全部售出或轉讓，應立即將本通函與隨附的代表 委任表格交予買主或受讓人或經手買賣之銀行、股票經紀或其他代理商，以便其轉交買主或 受讓人。 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通函之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本通函全部或任何部份內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 同得仕（集團）有限公司 TUNGTEX (HOLDINGS) COMPANY LIMITED （於香港註冊成立之有限公司） （股份代號：00518） 回購股份與發行股份之一般授權、 重選退任董事之建議 及 股東週年大會通告 同得仕（集團）有限公司（「本公司」）於二零二五年八月二十八日（星期四）下午三時三十分假座 香港鰂魚涌太古坊華蘭路18號港島東中心23樓德事商務中心1號多功能廳舉行二零二五年股 東週年大會以考慮上述建議之通告載於本通函內第AGM-1頁至第AGM-5頁。 無論 閣 ...

Company Information [Board of Directors and Committee Composition](index=5&type=section&id=Board%20of%20Directors%20and%20Committee%20Composition) The company's board of directors comprises executive and independent non-executive directors, with independent directors chairing or serving on key committees to ensure governance independence and professionalism - The Board of Directors consists of three executive directors and four independent non-executive directors, with Mr. Tung Hiu Man serving as Chairman[8](index=8&type=chunk) - The Audit, Remuneration, and Nomination Committees all include independent non-executive directors, ensuring the independence of corporate governance[8](index=8&type=chunk) - Ms. Kwan Shuk Ki is the Company Secretary, and the registered office is located at Unit A, 26/F, EGL Plaza, 83 Hung To Road, Kwun Tong, Kowloon, Hong Kong[8](index=8&type=chunk) Chairman's Statement [Annual Operating Review](index=6&type=section&id=Annual%20Operating%20Review) The Group achieved a 29.5% revenue growth to HKD 669.5 million despite a complex operating environment, but reported a HKD 9.9 million loss attributable to owners due to H1 supply chain disruptions - The operating environment for the year was complex, facing challenges such as geopolitical tensions, trade protectionism, and cautious consumers[9](index=9&type=chunk) - Total Revenue Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Growth Rate | | :--- | :--- | :--- | :--- | | Total Revenue | 669,500 | 516,800 | 29.5% | - Loss attributable to owners of the company was **HKD 9.9 million**, primarily due to supply chain disruptions at the Asian production center and production cost pressures in the first half of the year[9](index=9&type=chunk) [Strategy and Outlook](index=6&type=section&id=Strategy%20and%20Outlook) The Group is implementing a comprehensive feedback strategy focusing on cost optimization, operational efficiency, and customer-centricity, while advancing digitalization and ESG principles for sustainable growth - Implementation of a comprehensive feedback strategy, focusing on cost optimization, operational efficiency, and customer-centric execution[10](index=10&type=chunk) - Environmental, Social, and Governance (ESG) principles guide the strategy, expanding the use of eco-friendly materials, improving energy efficiency, and enhancing operational traceability[10](index=10&type=chunk) - Looking ahead, the Group will continue to pursue market expansion, accelerate product innovation, enhance digitalization capabilities, and seek long-term sustainable growth[10](index=10&type=chunk) Management Discussion and Analysis [Operating Results and Financial Review](index=7&type=section&id=Operating%20Results%20and%20Financial%20Review) Total revenue increased by 29.5% to HKD 669.5 million, driven by international exports and domestic sales, while gross margin declined and loss per share narrowed - Revenue Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 669,450 | 516,783 | - Total revenue increased by **29.5%** year-on-year, driven by sales growth in international export markets, the China domestic market, and retail business[14](index=14&type=chunk) - Distribution Expenses Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Advertising and Promotion Fees | 19,073 | 15,960 | 3,113 | 19.5% | | Freight and Handling Fees | 6,515 | 3,160 | 3,355 | 106.2% | | Store Management Fees | 14,637 | 8,824 | 5,813 | 65.9% | | Store Rent and Operating Expenses | 8,586 | 10,296 | (1,710) | (16.6%) | | Staff Costs | 12,017 | 12,069 | (52) | (0.4%) | | Other Distribution Expenses | 4,999 | 4,998 | 1 | 0.0% | | **Total** | **65,827** | **55,307** | **10,520** | **19.0%** | - Gross profit margin decreased by **2.2 percentage points to 18.3%**, primarily due to pricing pressure in the manufacturing segment and increased production and procurement costs[17](index=17&type=chunk) - Administrative Expenses Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Auditor's Remuneration | 1,127 | 1,096 | 31 | 2.8% | | Depreciation and Amortisation | 3,411 | 5,509 | (2,098) | (38.1%) | | Entertainment and Travel Expenses | 3,362 | 2,941 | 421 | 14.3% | | Exchange Loss | 2 | 715 | (713) | (99.7%) | | Legal and Professional Fees | 2,535 | 2,976 | (441) | (14.8%) | | Staff Costs | 52,384 | 53,380 | (996) | (1.9%) | | Office Expenses | 4,232 | 3,875 | 357 | 9.2% | | Other Administrative Expenses | 6,346 | 6,306 | 40 | 0.6% | | **Total** | **73,399** | **76,798** | **(3,399)** | **(4.4%)** | - Key Profitability Indicators Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | EBITDA | 2,851 | 1,561 | | Loss Before Tax | (9,872) | (13,310) | | Loss Per Share (HK cents) | (2.2) | (2.8) | - Operating Efficiency Indicators Comparison | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Inventory Turnover Days | 58 days | 71 days | | Trade Receivables Turnover Days | 57 days | 61 days | [Business Review](index=10&type=section&id=Business%20Review) The Group demonstrated resilience through customer-centric strategies, achieving sales growth in North America and other markets despite production cost increases in Vietnam and supply chain challenges - The Group demonstrated resilience through customer-centric and value-oriented business strategies, leveraging sustained demand in North America and strategically shifting focus to Canada and other lower-risk international markets[29](index=29&type=chunk) - Vietnam operations faced capacity constraints and order backlogs due to inefficient logistics in the first half, incurring additional air freight costs, while rising minimum wages increased production costs[29](index=29&type=chunk) - China's domestic manufacturing services secured new business from emerging local brands by adopting a flexible small-batch production model, with sales increasing by **30.9% to HKD 74.1 million**[30](index=30&type=chunk)[32](index=32&type=chunk) - Sales by Market Comparison | Market | 2025 (HKD thousands) | 2024 (HKD thousands) | Growth Rate | | :--- | :--- | :--- | :--- | | Asia Market | 332,500 | 277,700 | 19.7% | | North America Market | 311,900 | 220,875 | 41.2% | | Europe and Other Markets | 25,100 | 18,196 | 37.9% | - Total retail business sales increased by **15.8% to HKD 233.6 million**, primarily driven by online sales growth, with retail segment operating profit rising to **HKD 9.6 million** (2024: HKD 8.5 million)[36](index=36&type=chunk)[37](index=37&type=chunk) [Outlook](index=11&type=section&id=Outlook) The Group plans to enhance core capabilities, strengthen customer relationships, and expand beyond the US market, leveraging its dual-base manufacturing model and digital-first retail strategy for sustainable growth - Facing macroeconomic headwinds, the Group will enhance core capabilities, strengthen customer relationships, and strategically expand into markets beyond the United States[38](index=38&type=chunk) - The dual-base manufacturing model (China and Vietnam) provides flexible strategic adjustment capabilities, with plans to strengthen the local procurement network in Vietnam, maintain cost control, and improve operational efficiency[38](index=38&type=chunk) - Internationally, the Group will strengthen business development in the Asia-Pacific region (Japan and Australia) and Europe; domestically, it will continue to explore growth opportunities in the Greater China market and refine its digital-first retail model, prioritizing live streaming and social commerce[38](index=38&type=chunk)[39](index=39&type=chunk) - Domestic production and sales capabilities will be repositioned towards higher-margin and value-added services, such as design and vertically integrated solutions[39](index=39&type=chunk) [Capital Expenditure and Financial Resources](index=12&type=section&id=Capital%20Expenditure%20and%20Financial%20Resources) Capital expenditure for the year was HKD 3.1 million, with the Group maintaining a sound financial position, HKD 240.5 million in cash, and a 19.6% gearing ratio - Capital Expenditure Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Capital Expenditure | 3,100 | 2,100 | - Liquidity and Financial Resources Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Cash Level | 240,500 | 269,300 | | Pledged Bank Deposits | 104,000 | 101,100 | | Total Bank Borrowings | 74,100 | 51,400 | | Gearing Ratio | 19.6% | N/A | - The Group adopts a prudent policy to hedge exchange rate and interest rate risks, and regularly reviews net foreign exchange exposure to manage the impact of currency fluctuations[43](index=43&type=chunk)[44](index=44&type=chunk) - Interest rate risk primarily arises from interest-bearing borrowings, which the Group monitors regularly to avoid excessively significant volatility risks[45](index=45&type=chunk) [Human Resources and Litigation](index=12&type=section&id=Human%20Resources%20and%20Litigation) The Group employs approximately 1,500 staff with HKD 136 million in employee benefits, and is involved in one ongoing litigation detailed in note 33 to the consolidated accounts - The Group employs approximately **1,500 staff**, with total annual employee benefits expenses of **HKD 136 million** (2024: HKD 127.3 million)[46](index=46&type=chunk) - The company is committed to attracting and retaining talented employees, offering career development opportunities, job satisfaction, and competitive remuneration packages[46](index=46&type=chunk) - The current year involves one litigation, with specific details provided in Note 33 to the consolidated accounts[47](index=47&type=chunk) Corporate Governance Report [A. Directors](index=13&type=section&id=A.%20Directors) The Board is responsible for strategy and oversight, holding at least four annual meetings, with distinct roles for Chairman, Vice Chairman, and Managing Director to ensure power balance - The Board of Directors holds at least four meetings annually, with six board meetings and one general meeting held during the current year[50](index=50&type=chunk) - The positions of Chairman, Vice Chairman, and Managing Director are held by different individuals, ensuring a balance of power and effective execution of board decisions[52](index=52&type=chunk) - The composition of the Board is regularly reviewed to ensure appropriate professional knowledge, skills, and experience, and confirmations of independence have been received from independent non-executive directors[53](index=53&type=chunk)[54](index=54&type=chunk) - All directors comply with the Model Code for Securities Transactions by Directors of Listed Issuers and receive continuous professional development training[55](index=55&type=chunk) [B. Delegation of Board Authority](index=15&type=section&id=B.%20Delegation%20of%20Board%20Authority) The Board delegates specific responsibilities to the Audit, Remuneration, and Nomination Committees, each with defined written terms of reference to ensure effective oversight - The Board has established an Audit Committee, Remuneration Committee, and Nomination Committee to oversee specific areas, each with defined written terms of reference[59](index=59&type=chunk) - The Audit Committee is authorized to perform corporate governance functions, including formulating and reviewing corporate governance policies, overseeing director and senior management training, and ensuring compliance with laws and regulations[60](index=60&type=chunk) [C. Nomination Committee](index=16&type=section&id=C.%20Nomination%20Committee) Chaired by Mr. Tung Hiu Man, the Nomination Committee reviews board structure, identifies potential directors, assesses independence, and recommends appointments, re-election, and succession plans - The Nomination Committee is chaired by Mr. Tung Hiu Man, with two independent non-executive directors as members[61](index=61&type=chunk) - Its primary responsibilities include reviewing the board structure, identifying and nominating potential director candidates, assessing the independence of independent non-executive directors, and making recommendations on director appointments, re-election, and succession planning[65](index=65&type=chunk) - A board diversity policy has been adopted, considering factors such as gender, age, ethnicity, educational background, skills, and professional experience, with its effectiveness reviewed annually[62](index=62&type=chunk) - The Nomination Committee held two meetings during the year, with all members attending[66](index=66&type=chunk) [D. Remuneration Committee](index=17&type=section&id=D.%20Remuneration%20Committee) Chaired by independent non-executive director Mr. Cheung Chung Ki, the Remuneration Committee advises on and determines remuneration policies for directors and senior management based on responsibilities and market conditions - The Remuneration Committee is chaired by independent non-executive director Mr. Cheung Chung Ki, with executive director Mr. Tung Hiu Man and independent non-executive director Ms. Li Siu Mei as members[66](index=66&type=chunk) - Its main responsibilities are to advise the Board on the remuneration policy and structure for all directors and senior management, and to determine the remuneration packages for individual executive directors and senior management[66](index=66&type=chunk) - Remuneration is determined by reference to functional responsibilities, industry experience, prevailing market conditions, and the Group's performance, ensuring no director or their associates participate in determining their own remuneration[66](index=66&type=chunk) - The Remuneration Committee held one meeting during the year, with all members attending[67](index=67&type=chunk) - Senior Management Remuneration Bands (Excluding Directors) | Remuneration Band | Number of Individuals | | :--- | :--- | | HKD 500,001 to HKD 1,000,000 | 2 | | HKD 1,000,001 to HKD 1,500,000 | 2 | [E. Audit Committee](index=18&type=section&id=E.%20Audit%20Committee) Composed entirely of independent non-executive directors and chaired by Mr. Yuen Ki Lok, the Audit Committee oversees financial reporting, risk management, and internal controls, meeting three times annually - All members of the Audit Committee are independent non-executive directors, with Mr. Yuen Ki Lok, who possesses recognized accounting professional qualifications and extensive experience, serving as Chairman[70](index=70&type=chunk) - Its primary functions are to oversee the Group's financial reporting system, risk management, and internal control systems, and to review financial information and the reporting process[70](index=70&type=chunk) - The Audit Committee held three meetings during the year and conducted three independent meetings with the external auditor, reviewing financial statements, accounting principles, regulatory compliance, risk management, and internal controls[70](index=70&type=chunk) [F. Accountability and Audit](index=18&type=section&id=F.%20Accountability%20and%20Audit) The Board is responsible for fair financial statements and effective internal controls, annually reviewing risk management and internal control systems, and ensuring timely disclosure of inside information - Directors confirm their responsibility to present true and fair financial statements reflecting the Group's position and ensure appropriate accounting policies are adopted[72](index=72&type=chunk) - The Board annually reviews the effectiveness of the Group's risk management and internal control systems, covering financial, operational, and compliance controls[74](index=74&type=chunk) - The Group has established an information disclosure policy and taken reasonable measures to handle and disseminate inside information, including restricting access, prohibiting unauthorized use, and prompt disclosure[75](index=75&type=chunk)[80](index=80&type=chunk) - External Auditor's Remuneration | Services Provided | Fees (HKD thousands) | | :--- | :--- | | Audit Services | 850 | | Non-Audit Services | 277 | [G. Communication with Shareholders](index=19&type=section&id=G.%20Communication%20with%20Shareholders) The company maintains a shareholder communication policy, providing comprehensive information through reports and its website, enabling shareholders to raise inquiries and request general meetings - The company has adopted a shareholder communication policy, providing clear and comprehensive Group information through interim and annual reports, circulars, notices, and the company website[79](index=79&type=chunk) - Shareholders may request general meetings or circulate resolutions in accordance with the Companies Ordinance and may submit written questions to the Board[82](index=82&type=chunk)[83](index=83&type=chunk) - All resolutions will be voted on by poll, with results published on the company's and the Stock Exchange's websites[84](index=84&type=chunk) - The company has adopted a dividend policy aimed at allowing shareholders to share in profits while retaining sufficient reserves and liquidity for future business development[85](index=85&type=chunk) [H. Company Secretary](index=20&type=section&id=H.%20Company%20Secretary) Ms. Kwan Shuk Ki was appointed Company Secretary on October 1, 2024, and completed over 15 hours of professional training during the fiscal year - Ms. Kwan Shuk Ki was appointed Company Secretary effective October 1, 2024, and received no less than **15 hours** of relevant professional training during the fiscal year[86](index=86&type=chunk) Directors' Report [Principal Business and Financial Performance](index=21&type=section&id=Principal%20Business%20and%20Financial%20Performance) The company, an investment holding entity, primarily engages in garment manufacturing, sales, and retail, with the Board recommending a final dividend of HKD 0.5 cents per share - The company is an investment holding company, with its principal subsidiaries engaged in the manufacturing and sale of garment products, and retail of garment products[90](index=90&type=chunk) - The largest customer and the five largest customers accounted for **22%** and **52%** of total sales respectively for the year[91](index=91&type=chunk) - The Board recommends a final dividend of **HKD 0.5 cents per share** for the year ended March 31, 2025 (2024: HKD 0.5 cents per share)[92](index=92&type=chunk) - Distributable Reserves | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Accumulated Profits | 100,213 | 88,450 | [Key Risks and Uncertainties](index=21&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces risks from economic climate, key personnel loss, credit, liquidity, currency, and interest rates, mitigated by market diversification, talent retention, and hedging strategies - Key risks include economic climate and market performance (affecting consumer confidence and purchasing habits), and loss of key personnel (lack of experienced talent may hinder strategic objectives)[98](index=98&type=chunk)[99](index=99&type=chunk) - Customer credit risk is managed through credit limits, approval processes, and overdue debt collection procedures; liquidity risk is managed by monitoring cash and cash equivalents levels and bank borrowing utilization[101](index=101&type=chunk)[103](index=103&type=chunk) - Currency risk (foreign currency transactions and borrowings) is hedged through foreign currency forward contracts; interest rate risk (floating-rate borrowings) is managed through regular monitoring and hedging measures[105](index=105&type=chunk)[107](index=107&type=chunk) [Compliance and Responsibilities](index=22&type=section&id=Compliance%20and%20Responsibilities) The Group is committed to complying with relevant laws and regulations, including the Listing Rules and Corporate Governance Code, and engages with stakeholders to ensure responsible operations - The Group is committed to complying with relevant laws and regulations, including the Companies Ordinance, Listing Rules, Securities and Futures Ordinance, and Corporate Governance Code[109](index=109&type=chunk) - The Model Code for Securities Transactions by Directors of Listed Issuers has been adopted, and strict compliance with employment, human rights, labor rights, supply chain management, product liability, and anti-corruption regulations is maintained[109](index=109&type=chunk) - The Group regularly collects feedback from customers, employees, suppliers, and other stakeholders to ensure responsible operations and align with all parties' interests[110](index=110&type=chunk) - During the year, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities[112](index=112&type=chunk) [Directors and Senior Management](index=23&type=section&id=Directors%20and%20Senior%20Management) The Board comprises executive and independent non-executive directors, with details on their backgrounds and shareholdings, and a rotation policy for re-election - For the current year and up to the report date, the Board of Directors included executive directors Tung Hiu Man (Chairman), Tung Chung Man (Vice Chairman), Tung Wai Man (Managing Director), and independent non-executive directors Cheung Chung Ki, Yuen Ki Lok, Yu Wing Sang, and Li Siu Mei[114](index=114&type=chunk) - Mr. Tung Hiu Man, Mr. Cheung Chung Ki, and Mr. Yu Wing Sang will retire by rotation at the upcoming Annual General Meeting and are eligible for re-election[114](index=114&type=chunk) - The report provides detailed backgrounds, experience, and responsibilities of each director and senior management member, including Group Financial Controller Kwan Shuk Ki, Group Chief Financial Officer Cheung Yiu Shan, and Sales Director Li Ka Ki[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - Directors' Interests in the Company's Shares | Director Name | Capacity | Number of Issued Ordinary Shares Held | Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Tung Hiu Man | Beneficial Owner | 1,604,000 | 0.36% | | Tung Chung Man | Beneficial Owner | 3,052,400 | 0.68% | | Tung Wai Man | Beneficial Owner | 360,000 | 0.08% | | Cheung Chung Ki | Beneficial Owner | 3,844,760 | 0.85% | [Major Shareholders and Share Option Scheme](index=26&type=section&id=Major%20Shareholders%20and%20Share%20Option%20Scheme) Major shareholders include Corona Investments Limited and Webb David Michael, while the share option scheme, valid until 2028, aims to incentivize participants, with no options granted this year - Major Shareholder Holdings | Shareholder Name | Capacity | Number of Issued Ordinary Shares Held | Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Corona Investments Limited | Beneficial Owner | 150,059,268 | 33.27% | | Mr. Tung Wah Wing | Interest in Controlled Corporation | 150,059,268 | 33.27% | | Ms. Wong Fung Lin | Interest in Controlled Corporation | 150,059,268 | 33.27% | | Preferable Situation Assets Limited | Beneficial Owner | 35,778,200 | 7.93% | | Member One Limited | Beneficial Owner | 25,391,800 | 5.63% | | Webb David Michael | Interest in Controlled Corporation | 61,170,000 | 13.56% | - The company continues to operate a share option scheme designed to incentivize or reward eligible participants for their contributions to the Group, which remains effective until August 30, 2028[139](index=139&type=chunk) - The total number of shares that may be allotted and issued upon exercise of all options granted under the share option scheme shall not exceed **10%** of the company's issued share capital on the adoption date of the scheme (i.e., 46,407,755 shares)[139](index=139&type=chunk) - The total number of shares issued and to be issued upon exercise of all options granted to any single participant within any 12-month period shall not exceed **1%** of the company's issued share capital from time to time[140](index=140&type=chunk) - During the year, no share options were granted, vested, exercised, cancelled, or lapsed[144](index=144&type=chunk) [Other Disclosures](index=28&type=section&id=Other%20Disclosures) The company confirms no management contracts, independent non-executive director independence, compliance with the Corporate Governance Code, and sufficient public float, with charitable donations of HKD 21,000 - During the year, the company did not enter into or maintain any contracts concerning the management or administration of its whole business or any significant part thereof[145](index=145&type=chunk) - The company has received annual confirmations of independence from each independent non-executive director and considers all independent non-executive directors to be independent[146](index=146&type=chunk) - The company has complied with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the financial year[147](index=147&type=chunk) - The company maintains a sufficient public float, which is not less than **25%** of its issued shares[149](index=149&type=chunk) - During the year, the Group's charitable and other donations amounted to approximately **HKD 21,000**[150](index=150&type=chunk) - Deloitte Touche Tohmatsu Certified Public Accountants LLP served as the auditor for the current year and will retire, being eligible for re-election at the Annual General Meeting[151](index=151&type=chunk) Independent Auditor's Report [Opinion and Basis](index=29&type=section&id=Opinion%20and%20Basis) The independent auditor issued an unmodified opinion on the consolidated financial statements, confirming their fair presentation in accordance with HKFRS and the Hong Kong Companies Ordinance - The auditor issued an unmodified opinion on the consolidated financial statements, deeming them to present fairly, in all material respects, the Group's financial position, performance, and cash flows[153](index=153&type=chunk) - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants and complied with professional ethical requirements[155](index=155&type=chunk) [Key Audit Matters](index=29&type=section&id=Key%20Audit%20Matters) Key audit matters include inventory valuation and impairment of property, plant, and equipment, involving significant management judgment and auditor assessment of estimates - Inventory valuation was identified as a key audit matter due to management's judgment and estimation involved in inventory provisions[154](index=154&type=chunk) - Inventory Carrying Value and Provision | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Inventory Carrying Value | 105,881 | 99,643 | | Inventory Provision/(Reversal) | 540 | (3,921) | - Impairment of production equipment and machinery, furniture, fixtures and equipment, leasehold improvements, and right-of-use assets was identified as a key audit matter due to its materiality and the high degree of management judgment involved[158](index=158&type=chunk) - Based on management's assessment, no impairment losses were recognized for production equipment and machinery, furniture, fixtures and equipment, leasehold improvements, and right-of-use assets for the years ended March 31, 2025 and 2024[159](index=159&type=chunk) [Directors' and Auditor's Responsibilities](index=30&type=section&id=Directors%27%20and%20Auditor%27s%20Responsibilities) Directors are responsible for preparing fair financial statements and internal controls, while the auditor aims for reasonable assurance against material misstatement, exercising professional judgment and skepticism - Directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, and for internal controls[161](index=161&type=chunk) - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error[164](index=164&type=chunk) - The auditor exercises professional judgment, maintains professional skepticism, and communicates with those charged with governance regarding the planned scope, timing of the audit, and significant audit findings[164](index=164&type=chunk) - The auditor evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors[164](index=164&type=chunk) Consolidated Statement of Profit or Loss [Profit or Loss Performance](index=32&type=section&id=Profit%20or%20Loss%20Performance) For the year ended March 31, 2025, the Group reported revenue of HKD 669.45 million and a loss of HKD 11.07 million, with loss attributable to owners narrowing to HKD 9.931 million - Consolidated Statement of Profit or Loss Key Data | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 669,450 | 516,783 | | Cost of Sales | (547,205) | (410,964) | | Gross Profit | 122,245 | 105,819 | | Other Income and Gains | 10,621 | 12,978 | | Distribution Expenses | (65,827) | (55,307) | | Administrative Expenses | (73,399) | (76,798) | | Finance Costs | (3,814) | (3,326) | | Loss Before Tax | (9,872) | (13,310) | | Loss for the Year | (11,070) | (13,989) | | Loss Attributable to Owners of the Company | (9,931) | (12,796) | | Loss Per Share (HK cents) | (2.2) | (2.8) | Consolidated Statement of Profit or Loss and Other Comprehensive Income [Comprehensive Income Performance](index=33&type=section&id=Comprehensive%20Income%20Performance) The Group reported a loss of HKD 11.07 million, with total comprehensive expense for the year significantly reduced to HKD 6.117 million, driven by revaluation gains and foreign exchange differences - Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Loss for the Year | (11,070) | (13,989) | | Exchange Differences on Translation of Foreign Operations | 446 | (2,446) | | Gain on Revaluation of Property Transferred from Property, Plant and Equipment to Investment Properties | 4,507 | – | | Other Comprehensive Income/(Expense) for the Year | 4,953 | (2,446) | | Total Comprehensive Expense for the Year | (6,117) | (16,435) | | Total Comprehensive Expense Attributable to Owners of the Company | (4,978) | (15,242) | Consolidated Statement of Financial Position [Financial Position Overview](index=34&type=section&id=Financial%20Position%20Overview) The Group's total assets less current liabilities stood at HKD 378.479 million, with total equity at HKD 377.705 million, reflecting a mix of investment properties, inventory, and bank balances - Consolidated Statement of Financial Position Key Data | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | **Non-Current Assets** | | | | Investment Properties | 33,022 | 28,017 | | Property, Plant and Equipment | 44,101 | 45,817 | | Right-of-use Assets | 6,769 | 10,670 | | Investment in an Associate | 404 | 451 | | **Current Assets** | | | | Inventories | 105,881 | 99,643 | | Trade and Other Receivables | 122,000 | 103,896 | | Pledged Bank Deposits | 103,964 | 101,114 | | Bank Balances and Cash | 136,583 | 168,162 | | **Current Liabilities** | | | | Trade and Other Payables | 86,978 | 107,785 | | Contract Liabilities | 10,905 | 5,076 | | Bank Borrowings | 74,071 | 51,392 | | **Capital and Reserves** | | | | Equity Attributable to Owners of the Company | 392,195 | 399,428 | | Non-Controlling Interests | (14,490) | (13,351) | | **Total** | **377,705** | **386,077** | Consolidated Statement of Changes in Equity [Equity Changes Overview](index=36&type=section&id=Equity%20Changes%20Overview) Total equity attributable to owners decreased to HKD 392.195 million, influenced by the year's loss, property revaluation gains, and foreign exchange differences, alongside dividend payments - Consolidated Statement of Changes in Equity Key Data | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Equity Attributable to Owners of the Company at Beginning of Year | 399,428 | 416,925 | | Loss for the Year | (9,931) | (12,796) | | Exchange Differences on Translation of Foreign Operations | 446 | (2,446) | | Gain on Revaluation of Property Transferred from Property, Plant and Equipment to Investment Properties | 4,507 | – | | Dividends Recognized as Distributed | (2,255) | (2,255) | | Equity Attributable to Owners of the Company at End of Year | 392,195 | 399,428 | - Property revaluation reserve represents the difference between the net carrying amount and the fair value, net of deferred tax, of properties transferred from property, plant and equipment to investment properties[174](index=174&type=chunk) - Statutory reserve represents amounts transferred from post-tax profits by PRC subsidiaries in accordance with relevant PRC laws, until it reaches **50%** of their registered capital[175](index=175&type=chunk) Consolidated Statement of Cash Flows [Cash Flow Overview](index=37&type=section&id=Cash%20Flow%20Overview) Net cash used in operating activities was HKD 44.294 million, while investing and financing activities generated HKD 0.755 million and HKD 12.263 million respectively, leading to a year-end cash balance of HKD 136.583 million - Consolidated Statement of Cash Flows Key Data | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (44,294) | (17,708) | | Net Cash From Investing Activities | 755 | 15,161 | | Net Cash From/(Used in) Financing Activities | 12,263 | (13,403) | | Net Decrease in Cash and Cash Equivalents | (31,276) | (15,950) | | Cash and Cash Equivalents at End of Year | 136,583 | 168,162 | Notes to the Consolidated Financial Statements [1. General Information](index=39&type=section&id=1.%20General%20Information) The company is a public limited company incorporated in Hong Kong, listed on the HKEX, operating as an investment holding company with its primary business in garment manufacturing and sales - The company is a public limited company incorporated in Hong Kong and listed on The Stock Exchange of Hong Kong Limited, primarily engaged in investment holding[179](index=179&type=chunk)[181](index=181&type=chunk) - The functional currency is US dollars, but the consolidated financial statements are presented in Hong Kong dollars for the convenience of shareholders[180](index=180&type=chunk) [2. Application of New and Revised Hong Kong Financial Reporting Standards ("HKFRSs")](index=39&type=section&id=2.%20Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards%20%28%22HKFRSs%22%29) Several HKFRS amendments were applied this year with no material impact on financial position, while new standards like HKFRS 18 are expected to broadly affect presentation and disclosure without altering recognition or measurement - Several amendments to Hong Kong Financial Reporting Standards were applied for the first time this year, but they had no material impact on the Group's financial position and performance[182](index=182&type=chunk) - New HKFRS 18, issued but not yet effective, is expected to have widespread effects on presentation and disclosure in the financial statements, but will not affect the recognition or measurement of items[184](index=184&type=chunk) [3. Significant Accounting Policies](index=40&type=section&id=3.%20Significant%20Accounting%20Policies) This section details the Group's significant accounting policies for preparing consolidated financial statements, covering historical cost, fair value measurement, consolidation, revenue, leases, and financial instruments - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, the Listing Rules, and the Hong Kong Companies Ordinance, using the historical cost convention, with certain properties and financial instruments measured at fair value[185](index=185&type=chunk) - The basis of consolidation is detailed, including the assessment of control, consolidation of subsidiary accounts, and allocation of non-controlling interests[187](index=187&type=chunk)[189](index=189&type=chunk) - The equity method of accounting for investments in associates is explained, covering initial recognition, subsequent adjustments, and impairment testing[190](index=190&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk) - Revenue recognition is based on the satisfaction of performance obligations, with revenue recognized when control of goods is transferred, involving refund liabilities and principal versus agent judgments[193](index=193&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk) - Lease accounting policies cover both lessees (right-of-use assets, lease liabilities, short-term lease exemptions) and lessors (lease classification, rental income recognition)[196](index=196&type=chunk)[197](index=197&type=chunk)[199](index=199&type=chunk)[202](index=202&type=chunk)[205](index=205&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk) - Foreign currency translation policies include the translation of foreign currency transactions, recognition of exchange differences on monetary items, and presentation of financial statements of overseas operations[216](index=216&type=chunk)[218](index=218&type=chunk) - Tax policies cover the calculation of current and deferred income tax expenses, recognition of temporary differences, and assessment of uncertainties in income tax treatment[225](index=225&type=chunk)[226](index=226&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk) - Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, investment properties are measured at fair value, and asset impairment is assessed[229](index=229&type=chunk)[230](index=230&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk)[234](index=234&type=chunk) - Classification, measurement, and impairment assessment (expected credit loss model) of financial instruments are core policies, including the recognition and derecognition of financial assets and financial liabilities[238](index=238&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk)[250](index=250&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk)[253](index=253&type=chunk)[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk)[260](index=260&type=chunk) [4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty](index=52&type=section&id=4.%20Critical%20Accounting%20Judgments%20and%20Key%20Sources%20of%20Estimation%20Uncertainty) Key judgments and estimation uncertainties involve expected credit loss provisions for trade receivables, inventory provisions, and impairment of property, plant, and equipment, which are susceptible to future events - Key accounting judgments and sources of estimation uncertainty primarily arise from expected credit loss provisions for trade and bills receivables, inventory provisions, and impairment of production equipment and machinery, furniture, fixtures and equipment, leasehold improvements, and right-of-use assets[262](index=262&type=chunk)[263](index=263&type=chunk)[264](index=264&type=chunk)[265](index=265&type=chunk) - Inventory provisions are based on the assessment of net realizable value, considering aging analysis, market trends, and subsequent sales information[264](index=264&type=chunk) - Asset impairment assessment requires management to estimate the higher of an asset's fair value less costs of disposal and its value in use, involving judgments on future cash flow forecasts and discount rates[265](index=265&type=chunk)[266](index=266&type=chunk) - For the year ended March 31, 2025, inventory provisions amounted to **HKD 0.54 million**, and no impairment losses were recognized for production equipment and right-of-use assets[264](index=264&type=chunk)[267](index=267&type=chunk) [5. Revenue](index=54&type=section&id=5.%20Revenue) The Group's revenue, primarily from garment manufacturing, sales, and retail, totaled HKD 669.45 million, with significant contributions from China, the US, and Canada, all recognized at a point in time - Revenue by Business and Region (2025) | Business/Region | Production and Sale of Garment Products (HKD thousands) | Retail of Garment Products (HKD thousands) | Total (HKD thousands) | | :--- | :--- | :--- | :--- | | **Total** | **435,867** | **233,583** | **669,450** | | China | 74,887 | 233,583 | 308,470 | | United States | 176,066 | – | 176,066 | | Canada | 135,829 | – | 135,829 | | Other | 49,085 | – | 49,085 | - Revenue from the production and sale of garment products is recognized when control of the goods is transferred, i.e., when goods are shipped to the customer's designated location[269](index=269&type=chunk) - Revenue from the retail of garment products is recognized when control of the goods is transferred, i.e., when customers purchase the goods[270](index=270&type=chunk) - All revenue from contracts with customers is recognized within one year or less[271](index=271&type=chunk) [6. Segment Information](index=55&type=section&id=6.%20Segment%20Information) The Group operates in three segments: Asia, North America, and Europe & Other, with total revenue of HKD 669.45 million and segment profit of HKD 14.362 million, primarily from China, the US, and Canada - The Group is organized into three operating segments: Asia, North America, and Europe & Other, with principal activities being the production and sale of garment products, and retail of garment products[272](index=272&type=chunk) - Segment Revenue and Profit/(Loss) (2025) | Segment | Revenue (HKD thousands) | Segment Profit/(Loss) (HKD thousands) | | :--- | :--- | :--- | | Asia | 332,464 | 13,279 | | North America | 311,895 | 1,668 | | Europe and Other | 25,091 | (585) | | **Consolidated** | **669,450** | **14,362** | - Geographical Segment Revenue | Region | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | China | 308,470 | 258,911 | | United States | 176,066 | 135,620 | | Canada | 135,829 | 85,255 | | Other | 49,085 | 36,997 | | **Total** | **669,450** | **516,783** | - Non-Current Assets by Location | Location | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | China | 37,146 | 34,167 | | Hong Kong | 33,688 | 35,906 | | Vietnam | 13,058 | 14,431 | | **Total** | **83,892** | **84,504** | - For the year ended March 31, 2025, one external customer in North America contributed over **10%** of the Group's total sales (approximately **HKD 149 million**)[282](index=282&type=chunk) [7. Other Income and Gains](index=57&type=section&id=7.%20Other%20Income%20and%20Gains) Total other income and gains amounted to HKD 10.621 million, mainly comprising bank interest income of HKD 6.257 million and government grants of HKD 2.677 million - Other Income and Gains Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Bank Interest Income | 6,257 | 8,043 | | Government Grants | 2,677 | 3,623 | | Rental Income Net of Expenses | 889 | 938 | | Other Income | 798 | 365 | | Gain on Lease Termination | – | 9 | | **Total** | **10,621** | **12,978** | - Government grants primarily include special fund subsidies for brand development, upgrading and transformation, and domestic market expansion (HKD 0.163 million) and subsidies provided by the Chinese government (HKD 2.514 million)[283](index=283&type=chunk) [8. Finance Costs](index=57&type=section&id=8.%20Finance%20Costs) Total finance costs for the year were HKD 3.814 million, primarily consisting of interest on bank borrowings of HKD 3.623 million and lease liabilities of HKD 0.191 million - Finance Costs Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest on Bank Borrowings | 3,623 | 2,981 | | Interest on Lease Liabilities | 191 | 345 | | **Total** | **3,814** | **3,326** | [9. Net Impairment Losses Recognised on Financial Assets](index=58&type=section&id=9.%20Net%20Impairment%20Losses%20Recognised%20on%20Financial%20Assets) Net impairment losses recognized on financial assets amounted to HKD 0.038 million, primarily from trade and bills receivables impairment losses of HKD 0.041 million - Net Impairment Losses/(Reversals) on Financial Assets Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Trade and Bills Receivables | (41) | 1,025 | | Other Receivables | 3 | (6) | | **Total** | **(38)** | **1,019** | [10. Loss Before Tax](index=58&type=section&id=10.%20Loss%20Before%20Tax) The Group's loss before tax was HKD 9.872 million, after deducting directors' emoluments of HKD 8.507 million and other employee benefits of HKD 135.976 million - Loss Before Tax Major Deductions Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Total Directors' Emoluments | 8,507 | 10,453 | | Total Other Employee Benefits Expenses | 135,976 | 127,322 | | Auditor's Remuneration (Audit Services) | 850 | 820 | | Auditor's Remuneration (Non-Audit Services) | 277 | 276 | | Inventory Expenses Recognized as Expense | 547,205 | 410,964 | | Depreciation of Property, Plant and Equipment | 4,266 | 6,631 | | Depreciation of Right-of-use Assets | 4,643 | 4,914 | | Net Exchange Loss | 2 | 715 | [11. Directors' and Chief Executive's Emoluments](index=59&type=section&id=11.%20Directors%27%20and%20Chief%20Executive%27s%20Emoluments) Total emoluments for directors and the chief executive were HKD 8.507 million, a decrease from the prior year, with executive directors receiving salaries, benefits, and performance bonuses, and independent non-executive directors receiving fees - Total Directors' and Chief Executive's Emoluments Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Total Emoluments | 8,507 | 10,453 | - Executive Directors' Emoluments (2025) | Director Name | Fees (HKD thousands) | Salaries and Other Benefits (HKD thousands) | Performance Bonus (HKD thousands) | Retirement Benefit Scheme Contributions (HKD thousands) | Total (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | | Tung Hiu Man | 190 | 2,275 | 188 | 36 | 2,689 | | Tung Chung Man | 100 | 2,210 | 188 | 36 | 2,534 | | Tung Wai Man | 100 | 2,210 | 188 | 36 | 2,534 | - Independent Non-Executive Directors' Emoluments (2025) | Director Name | Fees (HKD thousands) | | :--- | :--- | | Cheung Chung Ki | 208 | | Yau Ming Kin (Retired) | 92 | | Yuen Ki Lok | 190 | | Yu Wing Sang | 100 | | Li Siu Mei | 160 | - Performance bonuses are determined based on the Group's operating results, individual performance, and prevailing market conditions[287](index=287&type=chunk) [12. Emoluments of Five Highest Paid Individuals](index=60&type=section&id=12.%20Emoluments%20of%20Five%20Highest%20Paid%20Individuals) Excluding directors, the two highest-paid employees received total emoluments of HKD 2.123 million, primarily from salaries and benefits, with no performance bonuses paid this year - Emoluments of Five Highest Paid Employees (Non-Directors) Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Salaries and Other Benefits | 2,105 | 2,139 | | Performance-Related Bonuses | – | 228 | | Retirement Benefit Scheme Contributions | 18 | 26 | | **Total** | **2,123** | **2,393** | - The five highest-paid individuals in the Group include three directors, with the remaining two employees having remuneration in the range of **HKD 1,000,001 to HKD 1,500,000**[291](index=291&type=chunk) - In both years, the Group did not pay any joining or leaving compensation to any director, chief executive, or the five highest-paid employees[291](index=291&type=chunk) [13. Income Tax Expense](index=60&type=section&id=13.%20Income%20Tax%20Expense) Total income tax expense was HKD 1.198 million, mainly from Hong Kong profits tax and PRC corporate income tax, with PRC subsidiaries benefiting from preferential tax rates for small-profit enterprises - Income Tax Expense Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Current Tax (Hong Kong) | (1,081) | (873) | | Current Tax (China) | (201) | (196) | | Over-provision in Prior Years | 108 | 227 | | Deferred Tax | (24) | 163 | | **Total** | **(1,198)** | **(679)** | - Hong Kong profits tax is calculated at a rate of **16.5%**, with eligible entities' first **HKD 2 million** of assessable profits taxed at **8.25%**[292](index=292&type=chunk) - The tax rate for most Chinese subsidiaries remains at **25%**, with eligible small-profit enterprises enjoying preferential tax treatment[293](index=293&type=chunk)[294](index=294&type=chunk) - Reconciliation of Income Tax Expense to Loss Before Tax (2025) | Item | HKD thousands | | :--- | :--- | | Loss Before Tax | (9,872) | | At Hong Kong Profits Tax Rate of 16.5% | 1,629 | | Tax Effect of Non-Deductible Expenses for Taxable Profit Calculation | (1,966) | | Tax Effect of Non-Taxable Income for Taxable Profit Calculation | 1,610 | | Tax Effect of Unrecognized Tax Losses | (5,662) | | Utilisation of Previously Unrecognized Tax Losses | 2,260 | | Over-provision in Prior Years | 108 | | Effect of Different Tax Rates Used by Subsidiaries Operating in Other Jurisdictions | 656 | | Effect of Two-Tiered Profits Tax Regime | 165 | | Tax Concession | 2 | | **Income Tax Expense** | **(1,198)** | [14. Dividends](index=62&type=section&id=14.%20Dividends) The Group recognized a final dividend of HKD 0.5 cents per share, totaling HKD 2.255 million, proposed for approval and payable on September 22, 2025 - Dividends Recognized as Distributed Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Final Dividend (HKD 0.5 cents per share) | 2,255 | 2,255 | - The Board recommends a final dividend of **HKD 0.5 cents per share** for the year ended March 31, 2025, which, subject to shareholders' approval, will be paid on September 22, 2025[297](index=297&type=chunk) [15. Basic and Diluted Loss Per Share](index=62&type=section&id=15.%20Basic%20and%20Diluted%20Loss%20Per%20Share) Basic and diluted loss per share attributable to owners narrowed to HKD 2.2 cents, with no diluted loss per share presented due to the absence of potential ordinary shares - Loss Per Share Comparison | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the Year Attributable to Owners of the Company (HKD thousands) | (9,931) | (12,796) | | Weighted Average Number of Ordinary Shares in Issue During the Year | 451,067,557 | 451,067,557 | | Basic and Diluted Loss Per Share (HK cents) | (2.2) | (2.8) | - As there were no potential ordinary shares in issue for the years ended March 31, 2025 and 2024, diluted loss per share is not presented[298](index=298&type=chunk) [16. Property, Plant and Equipment](index=63&type=section&id=16.%20Property%2C%20Plant%20and%20Equipment) Net book value of property, plant, and equipment was HKD 44.101 million, with additions of HKD 3.122 million and transfers to investment properties of HKD 1.723 million, and no impairment losses recognized - Property, Plant and Equipment Net Book Value Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net Book Value | 44,101 | 45,817 | - Additions to property, plant and equipment amounted to **HKD 3.122 million**, and transfers to investment properties amounted to **HKD 1.723 million** during the year[299](index=299&type=chunk) - As of March 31, 2025, the Group pledged buildings with a net book value of **HKD 31.32 million** (2024: HKD 32.791 million) to secure general banking facilities[300](index=300&type=chunk) - Depreciation is calculated on a straight-line basis at annual rates ranging from **4% to 33.3%**[300](index=300&type=chunk) - Based on management's assessment, no impairment losses were recognized for property, plant and equipment and right-of-use assets for the years ended March 31, 2025 and 2024[302](index=302&type=chunk) [17. Right-of-use Assets](index=65&type=section&id=17.%20Right-of-use%20Assets) Net book value of right-of-use assets decreased to HKD 6.769 million, with additions of HKD 0.101 million and reductions due to lease terminations of HKD 4.554 million - Right-of-use Assets Net Book Value Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net Book Value | 6,769 | 10,670 | - Additions to right-of-use assets amounted to **HKD 0.101 million**, reductions due to lease terminations amounted to **HKD 4.554 million**, and transfers to investment properties amounted to **HKD 0.231 million** during the year[303](index=303&type=chunk) - The Group leases various retail shops, offices, and warehouses, with lease terms ranging from **2 to 5 years**[303](index=303&type=chunk) - Short-term lease expenses not included in the measurement of lease liabilities for the year amounted to **HKD 1.398 million** (2024: HKD 0.939 million)[303](index=303&type=chunk) [18. Investment Properties](index=66&type=section&id=18.%20Investment%20Properties) Fair value of investment properties increased to HKD 33.022 million, with fair value gains recognized in profit or loss and other comprehensive income, valued by independent professionals using the income approach - Investment Properties Fair Value Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Fair Value | 33,022 | 28,017 | - Fair value gains of **HKD 0.387 million** were recognized in profit or loss, and **HKD 4.507 million** in other comprehensive income during the year[310](index=310&type=chunk) - Investment properties are located in Zhongshan City, Guangdong Province, China, currently used as factories and offices, held under medium-term leasehold land[310](index=310&type=chunk) - Fair value is determined by independent professional valuers using the income approach, with the key input being the rental value per square meter[311](index=311&type=chunk)[312](index=312&type=chunk) [19. Investment in an Associate](index=67&type=section&id=19.%20Investment%20in%20an%20Associate) Investment in an associate totaled HKD 0.404 million, representing a 25% stake in Hengli Garment Technology Company Limited in Vietnam, with the Group's share of loss at HKD 0.047 million - Investment in an Associate Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Cost of Investment in an Associate | 776 | 776 | | Share of Post-Acquisition Losses | (372) | (325) | | **Total** | **404** | **451** | - The Group holds a **25%** interest in Hengli Garment Technology Company Limited, an associate located in Vietnam, primarily engaged in garment manufacturing and processing[313](index=313&type=chunk) - The Group's share of loss from the associate for the year was **HKD 0.047 million** (2024: profit of HKD 0.018 million)[314](index=314&type=chunk) [20. Particulars of Principal Subsidiaries of the Company](index=68&type=section&id=20.%20Particulars%20of%20Principal%20Subsidiaries%20of%20the%20Company) The company's principal subsidiaries, including Starwin (Hong Kong) Limited and Zhongshan Tungtex Silk Garment Co., Ltd., are wholly-owned and engage in property investment, garment trading, production, and retail - Principal Subsidiaries Details | Subsidiary Name | Place of Incorporation/Registration and Operation | Percentage of Equity Interest Held by the Company (2025) | Principal Business | | :--- | :--- | :--- | :--- | | Starwin (Hong Kong) Limited | Hong Kong | 100% (Indirect) | Property Investment | | Tungtex International Limited | Hong Kong | 100% (Indirect) | Garment Trading | | Tungtex Trading Limited | Hong Kong | 100% (Direct) | Garment Trading | | Zhongshan Tungtex Silk Garment Co., Ltd. | China | 100% (Indirect) | Garment Production | | Shenzhen Baiduoer Fashion Co., Ltd. | China | 100% (Indirect) | Garment Retail | | Ningbo Yuntu Fashion Co., Ltd. | China | 100% (Indirect) | Garment Retail | | Ningbo Yunshang Fashion Co., Ltd. | China | 100% (Indirect) | Garment Retail | | Tungtex Fashions (Vietnam) Limited | Vietnam | 100% (Indirect) | Garment Production | - Ningbo Yunshang Fashion Co., Ltd. was incorporated during the year, primarily engaged in garment retail[315](index=315&type=chunk) [21. Deferred Taxation](index=69&type=section&id=21.%20Deferred%20Taxation) Deferred tax liabilities amounted to HKD 0.389 million, primarily from accelerated tax depreciation, with unrecognised deferred tax assets for unused tax losses of HKD 405 million due to uncertain future profitability - Deferred Tax Liabilities Comparison | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Deferred Tax Liabilities | (389) | (365) | - The Group has approximately **HKD 405 million** (2024: HKD 410 million) of unused tax losses available to offset future profits, but no deferred tax assets have been recognized due to the unpredictable trend of future profits[318](index=318&type=chunk) - Unrecognized tax losses include those that can be carried forward for one to five years and up to twenty years, with approximately **HKD 39 million** of losses expiring in the current year[318](index=318&type=chunk) - No deferred tax provision has been made for the accumulated profits of PRC subsidiaries, as the Group controls the timing of the reversal of temporary differences[319](index=319&type=chunk) [22. Inventories](index=69&type=section&id=22.%20Inventories) Total inventories amounted to HKD 105.881 million, primarily comprising finished goods of HKD 72.823 million, raw materials of HKD 24.133 million, and work-in-progress of HKD 8.925 million - Inventory Composition Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Raw Materials | 24,133 | 25,146 | | Work-in-Progress | 8,925 | 9,296 | | Finished Goods | 72,823 | 65,201 | | **Total** | **105,881** | **99,643** | [23. Trade and Other Receivables](index=70&type=section&id=23.%20Trade%20and%20Other%20Receivables) Total trade and other receivables were HKD 122 million, with trade and bills receivables at HKD 104.196 million, and credit terms ranging from 14 to 90 days - Trade and Other Receivables Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Trade and Bills Receivables (Net of Provision) | 104,196 | 86,379 | | Deposits, Prepayments and Other Receivables | 17,804 | 17,517 | | **Total** | **122,000** | **103,896** | - The Group grants credit periods to customers ranging from **14 days to 90 days**[322](index=322&type=chunk) - Aging Analysis of Trade and Bills Receivables (2025) | Aging | HKD thousands | | :--- | :--- | | 0–30 Days | 87,794 | | 31–60 Days | 2,433 | | 61–90 Days | 12,897 | | Over 90 Days | 1,072 | | **Total** | **104,196** | - As of March 31, 2025, the balance of trade and bills receivables included overdue receivables totaling **HKD 10.498 million**, of which **HKD 0.497 million** were overdue for **90 days or more** but not considered in default[323](index=323&type=chunk) - Foreign Currency Trade and Other Receivables Comparison | Currency | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | HKD | 91 | 77 | | EUR | 14 | 15 | | RMB | – | 5 | | **Total** | **105** | **97** | [24. Pledged Bank Deposits and Bank Balances and Cash](index=71&type=section&id=24.%20Pledged%20Bank%20Deposits%20and%20Bank%20Balances%20and%20Cash) Pledged bank deposits totaled HKD 103.964 million, and bank balances and cash were HKD 136.583 million, with interest rates ranging from 0.1% to 5.25% per annum - Pledged Bank Deposits and Bank Balances and Cash Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Pledged Bank Deposits | 103,964 | 101,114 | | Bank Balances and Cash | 136,583 | 168,162 | - Market interest rates for bank deposits ranged from **0.1% to 5.15%** per annum, and for pledged bank deposits from **1.9% to 5.25%** per annum[325](index=325&type=chunk) - The Group's credit risk on bank balances is limited, and no credit loss provisions have been made[326](index=326&type=chunk) - Foreign Currency Bank Balances and Cash Comparison | Currency | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | HKD | 34,440 | 34,903 | | RMB | 7,154 | 28,447 | | USD | 661 | 1,808 | | GBP | 19 | 19 | | EUR | 10 | 10 | | **Total** | **42,284** | **65,187** | [25. Trade and Other Payables](index=71&type=section&id=25.%20Trade%20and%20Other%20Payables) Total trade and other payables were HKD 86.978 million, including trade and bills payables of HKD 57.487 million, with average credit terms for purchases ranging from 30 to 60 days - Trade and Other Payables Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Trade and Bills Payables | 57,487 | 66,440 | | Other Payables, Accruals and Advance Receipts | 29,491 | 41,345 | | **Total** | **86,978** | **107,785** | - Aging Analysis of Trade and Bills Payables (2025) | Aging | HKD thousands | | :--- | :--- | | 0–30 Days | 34,485 | | 31–60 Days | 5,292 | | 61–90 Days | 4,091 | | Over 90 Days | 13,619 | | **Total** | **57,487** | - The average credit period for purchases ranges from **30 to 60 days**[329](index=329&type=chunk) - Foreign Currency Trade and Other Payables Comparison | Currency | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | HKD | 5,141 | 7,068 | | RMB | 13 | – | | **Total** | **5,154** | **7,068** | [26. Contract Liabilities](index=72&type=section&id=26.%20Contract%20Liabilities) Contract liabilities significantly increased to HKD 10.905 million, with HKD 4.988 million recognized as revenue during the year, and the remaining balance expected to be recognized within one year - Contract Liabilities Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Production, Sales and Retail of Garment Products | 10,905 | 5,076 | - Contract liabilities recorded at the beginning of the year, amounting to **HKD 4.988 million** (2024: HKD 5.34 million), were recognized as revenue during the year[331](index=331&type=chunk) - Management expects the remaining balance to be recognized as revenue within approximately one year from March 31, 2025[331](index=331&type=chunk) [27. Lease Liabilities](index=72&type=section&id=27.%20Lease%20Liabilities) Total lease liabilities amounted to HKD 2.156 million, with HKD 1.771 million due within one year, and a weighted average incremental borrowing rate of 4.21% - Lease Liabilities Maturity Profile Comparison | Maturity Period | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Within One Year | 1,771 | 4,661 | | Over One Year but Not Exceeding Two Years | 180 | 1,138 | | Over Two Years but Not Exceeding Five Years | 205 | 385 | | **Total** | **2,156** | **6,184** | - The weighted average incremental borrowing rate applied to lease liabilities was **4.21%** (2024: 4.02%)[332](index=332&type=chunk) [28. Bank Borrowings](index=73&type=section&id=28.%20Bank%20Borrowings) Total bank borrowings were HKD 74.071 million, all secured, floating-rate, and due within one year, with effective interest rates ranging from 2.95% to 7.09% per annum - Bank Borrowings Composition Comparison | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Bank Loans | 22,667 | 20,011 | | Trust Receipt Loans | 16,748 | 13,232 | | Import Trade Loans | 34,656 | 18,149 | | **Total** | **74,071** | **51,392** | - All bank bo

EF001 免責聲明 | 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的任何損失承擔任何責任。 | 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 | | --- | --- | | 股票發行人現金股息公告 | | | 發行人名稱 | 同得仕（集團）有限公司 | | 股份代號 | 00518 | | 多櫃檯股份代號及貨幣 | 不適用 | | 相關股份代號及名稱 | 不適用 | | 公告標題 | 二零二五年三月三十一日止年度之末期股息 | | 公告日期 | 2025年6月27日 | | 公告狀態 | 新公告 | | 股息信息 | | | 股息類型 | 末期 | | 股息性質 | 普通股息 | | 財政年末 | 2025年3月31日 | | 宣派股息的報告期末 | 2025年3月31日 | | 宣派股息 | 每 股 0.005 HKD | | 股東批准日期 | 有待公佈 | | 香港過戶登記處相關信息 | | | 派息金額及公司預設派發貨幣 | 每 股 0.005 HKD | | 匯率 | 1 HKD : 1 HKD | | ...

[Performance Announcement](index=1&type=section&id=Performance%20Announcement) This report presents the Group's audited annual results, including financial statements, management discussion, and other corporate governance information for the year ended March 31, 2025 [Consolidated Financial Statements](index=1&type=section&id=Consolidated%20Financial%20Statements) The Group's consolidated financial statements for the year ended March 31, 2025, show a significant increase in turnover but a narrowed loss compared to the previous year, with a slight decrease in net current assets and total equity attributable to owners [Consolidated Statement of Profit or Loss](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) This year's turnover significantly increased by 29.5%, despite a 2.2 percentage point decrease in gross profit margin, with both loss before tax and loss for the year narrowing compared to the prior period Key Data from Consolidated Statement of Profit or Loss | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Turnover | 669,450 | 516,783 | | Cost of Sales | (547,205) | (410,964) | | Gross Profit | 122,245 | 105,819 | | Loss Before Tax | (9,872) | (13,310) | | Loss for the Year | (11,070) | (13,989) | | Loss Attributable to Owners of the Company | (9,931) | (12,796) | - This year's turnover increased by **29.5%** year-on-year[3](index=3&type=chunk) - Loss for the year narrowed to **HK$11,070 thousand** from HK$13,989 thousand in the prior year[3](index=3&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Total comprehensive expenses for the year significantly decreased, primarily due to a shift from exchange losses to gains and revaluation gains on properties Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Loss for the Year | (11,070) | (13,989) | | Exchange Differences on Translation of Foreign Operations | 446 | (2,446) | | Gain on Revaluation of Investment Properties | 4,507 | – | | Other Comprehensive Income/(Expense) for the Year | 4,953 | (2,446) | | Total Comprehensive Expense for the Year | (6,117) | (16,435) | - Total comprehensive expenses for the year significantly decreased to **HK$6,117 thousand**, a notable improvement from HK$16,435 thousand in the prior year[5](index=5&type=chunk) [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's non-current and current assets slightly decreased, while current liabilities slightly increased, resulting in a reduction in both net current assets and total assets less current liabilities Key Data from Consolidated Statement of Financial Position | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current Assets | 84,296 | 84,955 | | Current Assets | 468,428 | 472,815 | | Current Liabilities | 174,245 | 169,805 | | Net Current Assets | 294,183 | 303,010 | | Equity Attributable to Owners of the Company | 392,195 | 399,428 | | Non-controlling Interests | (14,490) | (13,351) | | Total Equity | 377,705 | 386,077 | - Net current assets decreased from **HK$303,010 thousand** in 2024 to **HK$294,183 thousand** in 2025[6](index=6&type=chunk) - Equity attributable to owners of the Company decreased from **HK$399,428 thousand** in 2024 to **HK$392,195 thousand** in 2025[7](index=7&type=chunk) [Notes to the Financial Statements](index=6&type=section&id=Notes%20to%20the%20Financial%20Statements) This section details the basis of financial statement preparation, application of new accounting standards, turnover and segment information, various expenses and tax charges, dividend policy, loss per share calculation, trade receivables and payables details, and share capital structure [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) The Group's consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, presented in HK dollars despite the operating currency being US dollars - Consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and Part 9 of the Hong Kong Companies Ordinance (Cap. 622)[8](index=8&type=chunk) - The Company's operating currency is US dollars, but for shareholders' convenience, consolidated financial statements are presented in HK dollars[8](index=8&type=chunk) [Application of New Hong Kong Financial Reporting Standards](index=6&type=section&id=Application%20of%20New%20Hong%20Kong%20Financial%20Reporting%20Standards) Several amendments to Hong Kong Financial Reporting Standards were first applied this year with no significant impact on the Group's financial position or performance, while HKFRS 18, effective in the future, is expected to have extensive presentation and disclosure impacts - Several amendments to Hong Kong Financial Reporting Standards were applied this year with no material impact on financial position or performance[9](index=9&type=chunk) - HKFRS 18 will replace HKAS 1 and is expected to have extensive impacts on financial statement presentation and disclosure[10](index=10&type=chunk) [Turnover and Segment Information](index=7&type=section&id=Turnover%20and%20Segment%20Information) The Group's principal business involves the manufacturing and sale of apparel products, segmented into Asia, North America, Europe, and other regions, with this year's significant turnover growth primarily driven by the Asian and North American markets - The Group's principal businesses are the manufacturing and sale of apparel products, and apparel product retail[11](index=11&type=chunk) - The Group is divided into three operating segments: Asia, North America, and Europe and Other Regions[11](index=11&type=chunk) Turnover and Segment Profit/(Loss) by Region | Region | 2025 Turnover (HK$ Thousand) | 2024 Turnover (HK$ Thousand) | 2025 Segment Profit/(Loss) (HK$ Thousand) | 2024 Segment Profit (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Asia | 332,464 | 277,712 | 13,279 | 11,977 | | North America | 311,895 | 220,875 | 1,668 | 1,385 | | Europe and Other | 25,091 | 18,196 | (585) | 62 | | Consolidated | 669,450 | 516,783 | 14,362 | 13,424 | External Customer Revenue by Delivery Location | Region | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | China | 308,470 | 258,911 | | USA | 176,066 | 135,620 | | Canada | 135,829 | 85,255 | | Other | 49,085 | 36,997 | | Total | 669,450 | 516,783 | - One North American customer contributed over **10%** of total sales this year, amounting to approximately **HK$149 million**[16](index=16&type=chunk) [Items Deducted from Loss Before Tax and Tax Expense](index=10&type=section&id=Items%20Deducted%20from%20Loss%20Before%20Tax%20and%20Tax%20Expense) Total employee benefit expenses increased this year, and tax expenses rose due to higher current taxes in Hong Kong and China, despite deferred tax adjustments Items Deducted from Loss Before Tax | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Directors' Remuneration | 8,507 | 10,453 | | Other Employee Benefit Expenses | 127,469 | 116,869 | | Total Employee Benefit Expenses | 135,976 | 127,322 | | Auditor's Remuneration | 1,127 | 1,096 | | Inventories Recognised as Expense | 547,205 | 410,964 | | Depreciation of Property, Plant and Equipment | 4,266 | 6,631 | | Depreciation of Right-of-use Assets | 4,643 | 4,914 | | Net Exchange Loss | 2 | 715 | Tax Expense | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current Tax (Hong Kong) | (1,081) | (873) | | Current Tax (China) | (201) | (196) | | Over-provision in Prior Years | 108 | 227 | | Deferred Tax | (24) | 163 | | Total Tax Expense | (1,198) | (679) | - Three PRC subsidiaries qualified as small-profit enterprises this year and enjoyed preferential tax treatment[18](index=18&type=chunk) [Dividends](index=11&type=section&id=Dividends) The Board recommends a final dividend of HK 0.5 cents per share for the year ended March 31, 2025, consistent with the previous year - The Board recommends a final dividend of **HK 0.5 cents** per share, consistent with 2024[19](index=19&type=chunk) - The proposed final dividend will be distributed on September 22, 2025[19](index=19&type=chunk) [Loss Per Share - Basic and Diluted](index=11&type=section&id=Loss%20Per%20Share%20-%20Basic%20and%20Diluted) Basic and diluted loss per share for the year narrowed to HK 2.2 cents, compared to HK 2.8 cents in the prior year Loss Per Share - Basic and Diluted | Metric | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Loss Per Share - Basic and Diluted | (2.2) | (2.8) | - Loss attributable to owners of the Company for the year was **HK$9,931 thousand**, compared to HK$12,796 thousand in the prior year[20](index=20&type=chunk) - Diluted loss per share is not presented as there are no outstanding potential ordinary shares[20](index=20&type=chunk) [Trade and Other Receivables](index=12&type=section&id=Trade%20and%20Other%20Receivables) As of March 31, 2025, total trade and bills receivables increased, primarily concentrated in the 0-30 day aging category Aging Analysis of Trade and Bills Receivables | Aging | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0–30 days | 87,794 | 56,249 | | 31–60 days | 2,433 | 24,339 | | 61–90 days | 12,897 | 2,861 | | Over 90 days | 1,072 | 2,930 | | Total | 104,196 | 86,379 | - The carrying amount of trade and bills receivables increased from **HK$86,379 thousand** in 2024 to **HK$104,196 thousand** in 2025[21](index=21&type=chunk) [Trade and Other Payables](index=12&type=section&id=Trade%20and%20Other%20Payables) As of March 31, 2025, total trade and bills payables decreased, mainly due to reductions in the 0-30 day and 31-60 day aging categories Aging Analysis of Trade and Bills Payables | Aging | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0–30 days | 34,485 | 39,026 | | 31–60 days | 5,292 | 8,491 | | 61–90 days | 4,091 | 11,081 | | Over 90 days | 13,619 | 7,842 | | Total | 57,487 | 66,440 | - Total trade and bills payables decreased from **HK$66,440 thousand** in 2024 to **HK$57,487 thousand** in 2025[22](index=22&type=chunk) [Share Capital](index=12&type=section&id=Share%20Capital) As of March 31, 2025, the number and value of the Company's issued and fully paid ordinary shares remained unchanged Share Capital Information | Item | Quantity | Value (HK$ Thousand) | | :--- | :--- | :--- | | Issued and Fully Paid Ordinary Shares | 451,067,557 | 254,112 | [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed review of the Group's operating results and financial performance amidst macroeconomic challenges, covering turnover growth, gross profit margin decline, expense control, market sales, and retail business development, alongside future strategic outlook, capital expenditure, liquidity, and risk management policies [Operating Results and Financial Review](index=13&type=section&id=Operating%20Results%20and%20Financial%20Review) The Group achieved significant turnover growth despite macroeconomic uncertainties, but gross profit margin declined due to pricing pressure and rising costs, while distribution expenses increased, administrative expenses decreased, overall loss narrowed, and both inventory and trade receivables turnover improved [Turnover](index=13&type=section&id=Turnover) Total turnover for the year reached HK$669.5 million, a 29.5% year-on-year increase, primarily driven by robust growth in international export markets, the China domestic market, and mainland China retail business Turnover Comparison | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Turnover | 669,450 | 516,783 | - Total turnover increased by **29.5%** year-on-year, reaching **HK$669.5 million**[27](index=27&type=chunk) - Growth is attributed to robust sales increases in key international export markets, the China domestic market, and mainland China retail business[27](index=27&type=chunk) [Gross Profit Margin](index=14&type=section&id=Gross%20Profit%20Margin) This year's gross profit margin decreased by 2.2 percentage points to 18.3%, mainly due to pricing pressure in the manufacturing segment and rising production and procurement costs Gross Profit Margin Comparison | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Turnover | 669,450 | 516,783 | | Cost of Sales | (547,205) | (410,964) | | Gross Profit | 122,245 | 105,819 | | Gross Profit Margin (%) | 18.3% | 20.5% | - Gross profit margin decreased by **2.2 percentage points** to **18.3%**[28](index=28&type=chunk) - The primary reasons are pricing pressure in the manufacturing segment and rising production and procurement costs in an inflationary environment[28](index=28&type=chunk) [Distribution Expenses](index=14&type=section&id=Distribution%20Expenses) Distribution expenses increased by 19.0% year-on-year to HK$65.8 million, primarily due to higher advertising and promotion fees and store management fees driven by online sales growth, and additional air freight costs from inefficient logistics in Vietnam Distribution Expenses Comparison | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (HK$ Thousand) | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Advertising and Promotion Fees | 19,073 | 15,960 | 3,113 | 19.5% | | Freight and Handling Charges | 6,515 | 3,160 | 3,355 | 106.2% | | Store Management Fees | 14,637 | 8,824 | 5,813 | 65.9% | | Store Rental and Operating Expenses | 8,586 | 10,296 | (1,710) | (16.6%) | | Staff Costs | 12,017 | 12,069 | (52) | (0.4%) | | Other Distribution Expenses | 4,999 | 4,998 | 1 | 0.0% | | Total | 65,827 | 55,307 | 10,520 | 19.0% | - Distribution expenses increased by **19.0%** year-on-year to **HK$65.8 million**[29](index=29&type=chunk) - Freight and handling charges increased by **HK$3.4 million**, mainly due to additional air freight costs resulting from inefficient logistics in Vietnam[30](index=30&type=chunk) [Administrative Expenses](index=15&type=section&id=Administrative%20Expenses) Administrative expenses decreased by 4.4% year-on-year to HK$73.4 million, primarily benefiting from the Group's overall cost control measures implemented amidst sales growth Administrative Expenses Comparison | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (HK$ Thousand) | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Auditor's Remuneration | 1,127 | 1,096 | 31 | 2.8% | | Depreciation and Amortisation | 3,411 | 5,509 | (2,098) | (38.1%) | | Entertainment and Travel Expenses | 3,362 | 2,941 | 421 | 14.3% | | Exchange Loss | 2 | 715 | (713) | (99.7%) | | Legal and Professional Fees | 2,535 | 2,976 | (441) | (14.8%) | | Staff Costs | 52,384 | 53,380 | (996) | (1.9%) | | Office Expenses | 4,232 | 3,875 | 357 | 9.2% | | Other Administrative Expenses | 6,346 | 6,306 | 40 | 0.6% | | Total | 73,399 | 76,798 | (3,399) | (4.4%) | - Administrative expenses decreased by **4.4%** year-on-year to **HK$73.4 million**[31](index=31&type=chunk) - The decrease is primarily attributable to the Group's overall cost control measures implemented amidst significant sales growth[31](index=31&type=chunk) [Finance Costs](index=16&type=section&id=Finance%20Costs) Finance costs increased to HK$3.8 million this year, primarily due to higher total turnover Finance Costs Comparison | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Finance Costs | 3,814 | 3,326 | - Finance costs increased to **HK$3.8 million**, mainly due to higher total turnover[33](index=33&type=chunk) [Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA)](index=16&type=section&id=Earnings%20Before%20Interest,%20Tax,%20Depreciation%20and%20Amortisation%20(EBITDA)) The Group's EBITDA for the year increased to HK$2.9 million, indicating improved operating efficiency EBITDA Comparison | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Loss for the Year | (11,070) | (13,989) | | Finance Costs | 3,814 | 3,326 | | Tax Expense | 1,198 | 679 | | Depreciation | 8,909 | 11,545 | | EBITDA | 2,851 | 1,561 | - EBITDA increased to **HK$2.9 million**, compared to HK$1.6 million in the prior year[34](index=34&type=chunk) [Operating Loss](index=16&type=section&id=Operating%20Loss) Pre-tax operating loss for the year narrowed to HK$10.3 million, an improvement from the prior year Operating Loss Comparison | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Loss Before Tax | (9,872) | (13,310) | | Less: Increase in Fair Value of Investment Properties | 387 | 2,287 | | Operating Loss Before Tax | (10,259) | (15,597) | - Pre-tax operating loss narrowed to **HK$10.3 million**, compared to HK$15.6 million in the prior year[35](index=35&type=chunk) [Loss Before Tax](index=17&type=section&id=Loss%20Before%20Tax) Loss before tax for the year was HK$9.9 million, a reduction from HK$13.3 million in the prior year - Loss before tax for the year was **HK$9.9 million**, a reduction from HK$13.3 million in the prior year[36](index=36&type=chunk) [Loss Per Share](index=17&type=section&id=Loss%20Per%20Share) Loss per share for the year narrowed to HK 2.2 cents, compared to HK 2.8 cents in the prior year - Loss per share for the year narrowed to **HK 2.2 cents**, compared to HK 2.8 cents in the prior year[37](index=37&type=chunk) [Inventory Turnover Period](index=17&type=section&id=Inventory%20Turnover%20Period) Inventory turnover period decreased by 13 days to 58 days this year, primarily due to lower sales in the prior corresponding period Inventory Turnover Period Comparison | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Inventory Turnover Period (days) | 58 | 71 | - Inventory turnover period decreased by **13 days** to **58 days**[38](index=38&type=chunk) - The decrease is primarily due to lower sales in the prior corresponding period[39](index=39&type=chunk) [Trade Receivables Turnover Period](index=17&type=section&id=Trade%20Receivables%20Turnover%20Period) Trade receivables turnover period decreased by 4 days to 57 days this year Trade Receivables Turnover Period Comparison | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Trade Receivables Turnover Period (days) | 57 | 61 | - Trade receivables turnover period decreased by **4 days** to **57 days**[40](index=40&type=chunk) [Other Receivables](index=18&type=section&id=Other%20Receivables) Total other receivables slightly increased, primarily driven by growth in other tax receivables Other Receivables Comparison | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (HK$ Thousand) | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Deposits Paid to Suppliers | 10,793 | 10,756 | 37 | 0.3% | | Other Tax Receivables | 2,083 | 1,503 | 580 | 38.6% | | Prepayments | 1,201 | 1,512 | (311) | (20.6%) | | Rental and Utilities Deposits | 1,142 | 1,087 | 55 | 5.1% | | Other | 2,585 | 2,659 | (74) | (2.8%) | | Total | 17,804 | 17,517 | 287 | 1.6% | - Total other receivables slightly increased by **1.6%** to **HK$17.8 million**[41](index=41&type=chunk) [Other Payables and Contract Liabilities](index=18&type=section&id=Other%20Payables%20and%20Contract%20Liabilities) Total other payables and contract liabilities decreased by 13.0%, mainly due to reductions in accrued subcontracting and processing fees, franchisee deposits, and other accrued expenses, despite a significant increase in contract liabilities Other Payables and Contract Liabilities Comparison | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (HK$ Thousand) | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Accrued Subcontracting and Processing Fees | 3,076 | 8,727 | (5,651) | (64.8%) | | Franchisee Deposits | 839 | 1,130 | (291) | (25.8%) | | Other Tax Payables | 323 | 800 | (477) | (59.6%) | | Other Accrued Expenses and Receipts in Advance | 5,552 | 9,360 | (3,808) | (40.7%) | | Accrued Wages | 9,812 | 9,520 | 292 | 3.1% | | Contract Liabilities | 10,905 | 5,076 | 5,829 | 114.8% | | Other | 9,889 | 11,808 | (1,919) | (16.3%) | | Total | 40,396 | 46,421 | (6,025) | (13.0%) | - Total other payables and contract liabilities decreased by **13.0%** to **HK$40.4 million**[42](index=42&type=chunk) - Contract liabilities significantly increased by **114.8%** to **HK$10.9 million**[42](index=42&type=chunk) [Business Review](index=19&type=section&id=Business%20Review) The Group demonstrated resilient operating performance amidst a volatile global environment, achieving sales growth across all business segments through customer-centric and value-focused strategies, particularly with sustained demand in North America and development in China's domestic manufacturing and retail businesses [Overall Business Performance](index=19&type=section&id=Overall%20Business%20Performance) The Group achieved resilient operating performance amidst macroeconomic uncertainties through rigorous execution and strategic agility, strategically shifting its focus to Canada and other lower-risk international markets - The Group adopted proactive measures, strategically shifting its focus to Canada and other lower-risk international markets to broaden geographical coverage[43](index=43&type=chunk) - The Vietnam factory incurred additional air freight costs due to temporary capacity constraints and inefficient logistics, while double-digit minimum wage increases raised production costs[44](index=44&type=chunk) - China's domestic manufacturing services focused on Chinese brand customers, adopting agile small-batch production models and securing new business from emerging local brands[44](index=44&type=chunk) [Asia Market Sales](index=19&type=section&id=Asia%20Market%20Sales) Asia market turnover grew by 19.7% to HK$332.5 million, accounting for 49.7% of total turnover, with mainland China being the largest contributor; the Group achieved strong online sales growth through high-quality, competitively priced apparel and digital transformation strategies - Asia market turnover grew by **19.7%** to **HK$332.5 million**, accounting for **49.7%** of the Group's total turnover[45](index=45&type=chunk) - Mainland China contributed **HK$308.5 million**, representing **92.8%** of regional total sales[45](index=45&type=chunk) - Online sales maintained strong growth, with total retail sales increasing by **15.8%** year-on-year, benefiting from e-commerce platform expansion and live streaming, social commerce interactions[46](index=46&type=chunk) [North America Market Sales](index=20&type=section&id=North%20America%20Market%20Sales) North America market sales significantly increased by 41.2% to HK$311.9 million, representing 46.6% of total turnover, with US sales up 29.8% and Canadian sales surging 59.3%, driven by rebounding consumer demand, the end of destocking cycles, and tariff expectations - Exports to North America increased by **41.2%** to **HK$311.9 million**, representing **46.6%** of the Group's total turnover[48](index=48&type=chunk) - US market sales amounted to **HK$176.1 million**, a year-on-year increase of **29.8%**[48](index=48&type=chunk)[49](index=49&type=chunk) - Canadian sales performed even stronger, surging by **59.3%** year-on-year to **HK$135.8 million**[49](index=49&type=chunk) [Europe and Other Market Sales](index=20&type=section&id=Europe%20and%20Other%20Market%20Sales) Sales in Europe and other international markets increased by 37.9% to HK$25.1 million, demonstrating the effectiveness of the Group's geographical diversification strategy - Sales in Europe and other international markets increased by **37.9%** to **HK$25.1 million**[50](index=50&type=chunk) [Retail Business](index=20&type=section&id=Retail%20Business) Despite a subdued consumer environment in mainland China, the Group's total retail sales grew by 15.8% to HK$233.6 million, primarily driven by online channels, achieving improved sales efficiency and profitability through enhanced e-commerce technology, omnichannel infrastructure, live streaming, and social commerce strategies - Total retail sales grew by **15.8%** to **HK$233.6 million**, primarily driven by sustained growth in online channels[51](index=51&type=chunk) - The Group strengthened e-commerce technology and omnichannel infrastructure, leveraging live streaming and social commerce strategies to achieve multi-fold revenue growth[53](index=53&type=chunk) - Retail segment operating profit improved to **HK$9.6 million**, compared to HK$8.5 million in the prior year[53](index=53&type=chunk) [Outlook](index=21&type=section&id=Outlook) Facing macroeconomic headwinds and trade policy uncertainties, the Group will refine its business model by enhancing core capabilities, strengthening customer relationships, and expanding beyond the US market, while also bolstering Asia Pacific and European business development and continuing to improve its digital-first retail model towards higher-margin and value-added services - The Group will strengthen its local procurement network in Vietnam and continue to focus on stringent cost control, resource optimization, and operational efficiency enhancement[54](index=54&type=chunk) - Internationally, the Group will strengthen business development in Asia Pacific (especially Japan and Australia) and Europe, actively participating in global trade exhibitions[55](index=55&type=chunk) - Domestically, the Group will continue to explore growth opportunities in the Greater China market, improve its digital-first retail model, and prioritize live streaming and social commerce development[56](index=56&type=chunk) - Domestic production and sales capabilities will be repositioned towards higher-margin and value-added services, such as design and vertically integrated solutions[57](index=57&type=chunk) [Capital Expenditure](index=22&type=section&id=Capital%20Expenditure) Capital expenditure for the year was HK$3.1 million, primarily for routine replacement and upgrade of production facilities and leasehold improvements Capital Expenditure Comparison | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Capital Expenditure | 3,100 | 2,100 | - Capital expenditure for the year was **HK$3.1 million**, an increase from HK$2.1 million in the prior year[58](index=58&type=chunk) [Liquidity and Financial Resources](index=22&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintained a sound financial position, with a slight decrease in cash levels and an increase in total bank borrowings, resulting in a gearing ratio of 19.6% Liquidity and Financial Resources Comparison | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Cash Level | 240,500 | 269,300 | | Pledged Bank Deposits | 104,000 | 101,100 | | Total Bank Borrowings | 74,100 | 51,400 | | Gearing Ratio | 19.6% | N/A | - As of March 31, 2025, cash levels were **HK$240.5 million**, including **HK$104 million** in pledged bank deposits[59](index=59&type=chunk) - Total bank borrowings increased to **HK$74.1 million**, with a gearing ratio of **19.6%**[59](index=59&type=chunk) [Financial Policies](index=23&type=section&id=Financial%20Policies) The Group continues to adopt a prudent policy to hedge exchange rate and interest rate risks, considering foreign exchange risk to be low and entering into forward contracts when appropriate to mitigate risks - The Group adopts a prudent policy to hedge exchange rate and interest rate risks related to its core business[62](index=62&type=chunk) - Revenue and costs are denominated in Renminbi, US dollars, HK dollars, Vietnamese Dong, and Euros[62](index=62&type=chunk) [Foreign Exchange Risk](index=23&type=section&id=Foreign%20Exchange%20Risk) The Group is primarily exposed to currency risks from US dollars, Renminbi, and Vietnamese Dong, regularly reviewing net foreign exchange exposure and entering into hedging arrangements when necessary - The Group is exposed to currency risks from US dollars, Renminbi, and Vietnamese Dong[63](index=63&type=chunk) - The HK dollar is pegged to the US dollar, resulting in minimal related foreign exchange risk[63](index=63&type=chunk) - The Group regularly reviews its net foreign exchange exposure and enters into currency hedging arrangements when necessary[63](index=63&type=chunk) [Interest Rate Risk](index=23&type=section&id=Interest%20Rate%20Risk) The Group is primarily exposed to interest rate risk from interest-bearing borrowings, regularly monitoring to ensure no excessive material interest rate fluctuation risk and considering hedging when necessary - The Group is primarily exposed to interest rate risk from interest-bearing borrowings, with floating-rate borrowings presenting cash flow interest rate risk[64](index=64&type=chunk) - The Group regularly monitors interest rate risk and considers hedging measures when necessary[64](index=64&type=chunk) [Human Resources](index=23&type=section&id=Human%20Resources) As of March 31, 2025, the Group employed approximately 1,500 staff, with total employee benefit expenses of HK$136 million for the year, and remuneration determined by market terms and individual performance - As of March 31, 2025, the Group employed approximately **1,500** staff[65](index=65&type=chunk) Total Employee Benefit Expenses Comparison | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total Employee Benefit Expenses | 136,000 | 127,300 | - Employee remuneration is determined by market terms, individual performance, qualifications, and experience, with year-end discretionary bonuses awarded for outstanding performance[66](index=66&type=chunk) [Other Information](index=24&type=section&id=Other%20Information) This section includes the preliminary announcement statement of audited annual results, securities trading activities, Audit Committee responsibilities, compliance with corporate governance and directors' securities transaction standard code, and annual report publication information [Preliminary Announcement of Audited Annual Results](index=24&type=section&id=Preliminary%20Announcement%20of%20Audited%20Annual%20Results) The financial information in this announcement is derived from the Company's statutory annual consolidated financial statements, and the auditor's report is unqualified - The financial information contained in this announcement is derived from the Company's statutory annual consolidated financial statements[67](index=67&type=chunk) - The auditor's report is unqualified and contains no emphasis of matter paragraphs[68](index=68&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=24&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year - Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year[69](index=69&type=chunk) [Audit Committee](index=24&type=section&id=Audit%20Committee) The Audit Committee, in conjunction with management and external auditors, reviewed accounting policies, risk management, internal controls, and financial reporting matters, and also reviewed the audited consolidated financial statements for the year - The Audit Committee reviewed the accounting policies and practices adopted by the Group and discussed risk management, internal controls, and financial reporting matters[70](index=70&type=chunk) - The Audit Committee reviewed the Group's audited consolidated financial statements for the year[70](index=70&type=chunk) [Corporate Governance](index=24&type=section&id=Corporate%20Governance) The Company has complied with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited throughout the year - The Company has complied with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the year[71](index=71&type=chunk) [Standard Code for Securities Transactions by Directors](index=25&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted the Standard Code set out in Appendix C3 of the Listing Rules, and all Directors confirmed compliance with the Code throughout the year - The Company has adopted the Standard Code set out in Appendix C3 of the Listing Rules as the code for Directors' securities transactions[72](index=72&type=chunk) - All Directors confirmed compliance with the standards set out in the Standard Code throughout the year[72](index=72&type=chunk) [Publication of Annual Results and Annual Report](index=25&type=section&id=Publication%20of%20Annual%20Results%20and%20Annual%20Report) This results announcement has been published on the Company's and HKEX websites, and the annual report containing all required information will be dispatched to shareholders and published on the aforementioned websites in due course - This results announcement is published on the Company's website (www.tungtex.com) and The Stock Exchange of Hong Kong Limited's website (www.hkexnews.hk)[73](index=73&type=chunk) - The annual report containing all information required by the Listing Rules will be dispatched to shareholders and published on the aforementioned websites in due course[73](index=73&type=chunk) [Board of Directors](index=25&type=section&id=Board%20of%20Directors) As of the announcement date, the Company's Board of Directors comprises three executive directors and four independent non-executive directors - As of the announcement date, the Company's Executive Directors are Mr. Tung Hiu Man, Mr. Tung Chung Man, and Mr. Tung Wai Man[74](index=74&type=chunk) - The Independent Non-executive Directors are Mr. Cheung Chung Ki, Mr. Yuen Kei Lok, Mr. Yu Wing Sang, and Ms. Li Siu Mei[74](index=74&type=chunk)

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 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 告 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。 代表董事會 同 得 仕（集 團）有 限 公 司 主 席 （於香港註冊成立之有限公司） （股份代號：00518） 董事會會議召開日期 同 得 仕（集 團）有 限 公 司（「本公司」）董 事 會（「董事會」）謹 此 宣 佈，本 公 司 將 於 二 零 二 五 年 六 月 二 十 七 日（星 期 五）舉 行 董 事 會 會 議，藉 以（其 中 包 括）批 准 刊 發 本 公 司 及 其 附 屬 公 司 截 至 二 零 二 五 年 三 月 三 十 一 日 止 年 度 之 全 年 業 績，以 及 考 慮 建 議 派 發 末 期 股 息（如 有）。 同得仕（集團）有限公司 TUNGTEX (HOLDINGS) COMPANY LIMI ...

同 得 仕（集 團）有 限 公 司（「本公司」）董 事 會（「董事會」）謹 此 宣 佈，自 二 零 二 五 年 三 月 一 日 起，本 公 司 之 股 份 過 戶 登 記 處 將 變 更 為： 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 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 告 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。 同得仕（集團）有限公司 TUNGTEX (HOLDINGS) COMPANY LIMITED （於香港註冊成立之有限公司） （股份代號：00518） 股份過戶登記處之變更 代表董事會 同 得 仕（集 團）有 限 公 司 主 席 董孝文 香 港，二 零 二 五 年 一 月 二 十 日 於 本 公 告 日 期，本 公 司 執 行 董 事 為 董 孝 文 先 生、董 重 文 先 生 及 董 偉 文 先 生；以 及 獨 立 非 執 行 董 ...

(Incorporated in Hong Kong with limited liability) (Stock Code: 00518) （於香港註冊成立之有限公司） （股份代號：00518） NOTIFICATION LETTER 通知信函 TUNGTEX (HOLDINGS) COMPANY LIMITED 同得仕（集團）有 限公司 1. Non-registered Shareholder means such person or company whose shares are held in The Central Clearing and Settlement System (CCASS) and who has notified the Company from time to time through Hong Kong Securities Clearing Company Limited that such person or company wishes to receive Corporate Communications of the Company. 12 December 2 ...

（股份代號：00518） NOTIFICATION LETTER 通知信函 12 December 2024 Dear Registered Shareholder(s), TUNGTEX (HOLDINGS) COMPANY LIMITED 同得仕（集團）有 限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 00518) （於香港註冊成立之有限公司） 各位登記股東： 同得仕（集團）有限公司（「本公司」） － 刊發有關2024/25中期報告（「本次公司通訊」）之發佈通知 Tungtex (Holdings) Company Limited (the "Company") – Notification of publication of Interim Report 2024/25 (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communication ar ...

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 323,320,000, an increase of 36% compared to HKD 237,529,000 for the same period in 2023[7] - Gross profit for the same period was HKD 51,889,000, up from HKD 44,807,000, reflecting a gross margin improvement[7] - The company reported a loss of HKD 15,367,000 for the six months ended September 30, 2024, compared to a loss of HKD 11,592,000 in the prior year, indicating a 32% increase in losses[7] - Basic and diluted loss per share was HKD 3.3, compared to HKD 2.4 for the same period last year[7] - The group reported a consolidated loss before tax of HKD 15.20 million for the six months ended September 30, 2024, compared to a loss of HKD 11.42 million in the same period of the previous year[35][37] - The company incurred a total comprehensive expense of HKD 15,874,000 during the reporting period, which includes a loss attributable to owners of the company of HKD 10,979,000[16] - The company recorded a pre-tax operating loss of HKD 15,800,000 for the period, compared to a pre-tax operating loss of HKD 13,100,000 in the previous year[55] Assets and Liabilities - Total assets as of September 30, 2024, were HKD 488,129,000, an increase from HKD 472,815,000 as of March 31, 2024[12] - Current liabilities increased to HKD 200,725,000 from HKD 169,805,000, indicating a rise in short-term obligations[12] - The company's net current assets decreased to HKD 287,404,000 from HKD 303,010,000, reflecting a decline in liquidity[12] - Non-current assets totaled HKD 82,305,000, slightly down from HKD 84,955,000[12] - The total liabilities decreased to HKD 399,409,000 as of September 30, 2024, from HKD 404,767,000 as of April 1, 2023[16] - The company reported a decrease in total equity attributable to owners of the company to HKD 386,638,000 as of September 30, 2024, from HKD 404,767,000 as of April 1, 2023[16] Cash Flow and Investments - The company reported a net cash outflow from operating activities of HKD (24,106,000) for the six months ended September 30, 2024, compared to a net inflow of HKD 2,116,000 in the same period last year[20] - As of September 30, 2024, the total cash and cash equivalents were HKD 157,907,000, down from HKD 168,162,000 at the beginning of the period[20] - The company’s investment activities resulted in a net cash outflow of HKD (5,432,000) for the six months ended September 30, 2024[20] - The company repaid bank borrowings of HKD 81,592,000 during the six months ended September 30, 2024, and raised new bank borrowings of HKD 104,897,000[50] - The group's net cash balance, excluding pledged bank deposits, was HKD 83,100,000 as of September 30, 2024, down from HKD 116,800,000 on March 31, 2024[71] Revenue Breakdown - For the six months ended September 30, 2024, the total revenue amounted to HKD 323,320,000, with production and sales contributing HKD 207,813,000 and retail sales contributing HKD 115,507,000[26] - The revenue from the Chinese market was HKD 164,380,000, while the revenue from the United States was HKD 72,671,000, and from Canada was HKD 59,190,000[27] - Total revenue for the six months ended September 30, 2024, was HKD 323,300,000, representing a 36.1% increase compared to the same period last year[54] - Revenue from garment retail reached HKD 87.76 million, with the majority coming from the Chinese market, which contributed HKD 29.83 million[32] - Sales in the Asian market increased by 42.1% to HKD 177,800,000, with China accounting for over 92.5% of this growth, achieving a significant increase of 39.8%[59] - In North America, sales amounted to HKD 131,900,000, reflecting a year-on-year increase of 28.7%, with the U.S. and Canada contributing HKD 72,700,000 and HKD 59,200,000 respectively[60] Operational Insights - The company continues to explore market expansion opportunities and new product development strategies to enhance future performance[7] - The company adjusted its operations and logistics strategy in Vietnam to meet increased customer demand and mitigate potential disruptions[57] - The company experienced a backlog of orders due to temporary capacity constraints and logistics inefficiencies during the reporting period[57] - The group experienced a segment loss of HKD 3.46 million across its operations, with Asia reporting a profit of HKD 3.27 million, North America a loss of HKD 5.53 million, and Europe and others a loss of HKD 1.20 million[33] - The group’s inventory provision netted HKD 1.87 million, reflecting ongoing challenges in inventory management[37] Employee and Corporate Governance - The group’s total employee benefits expenses amounted to HKD 53.63 million for the six months ended September 30, 2024, down from HKD 62.90 million in the previous year, indicating a reduction of approximately 14.4%[37] - The group employed approximately 1,600 staff as of September 30, 2024, an increase from about 1,500 employees on March 31, 2024[76] - The board did not recommend an interim dividend for the six months ended September 30, 2024, consistent with the previous period[77] - The company has complied with all provisions of the corporate governance code during the reporting period[95] - The company adopted the standard code for securities transactions by directors and confirmed compliance by all directors throughout the period[96] Strategic Initiatives - The group is committed to sustainable development and continues to monitor and comply with environmental regulations in manufacturing facilities[58] - The group plans to enhance customer relationships and expand market and customer bases while diversifying product offerings[66] - The group anticipates a cautious approach to cash and working capital management to maintain financial flexibility for long-term investments[66] - The group aims to implement effective resource allocation between retail sales networks, inventory levels, and marketing plans to sustain profitability and accelerate revenue growth[65] - The group has established closer ties with existing clients and formed new business relationships with well-known domestic brands and retailers, driving significant sales progress despite industry challenges[58]

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 323,320,000, an increase of 36.0% compared to HKD 237,529,000 for the same period in 2023[2]. - Gross profit for the same period was HKD 51,889,000, up 15.0% from HKD 44,807,000 year-on-year[2]. - The company recorded a net loss of HKD 15,367,000 for the period, compared to a net loss of HKD 11,592,000 in the previous year, representing a 32.5% increase in losses[2][8]. - Basic and diluted loss per share was HKD 3.3, compared to HKD 2.4 for the same period last year[5]. - The group reported a total revenue of HKD 323,320,000 for the period, with sales from goods amounting to HKD 177,784,000 in Asia, HKD 131,861,000 in North America, and HKD 13,675,000 in Europe and others[32]. - The group experienced a pre-tax loss of HKD 15,202,000 for the six months ended September 30, 2023, compared to a pre-tax loss of HKD 11,422,000 for the same period in 2022, indicating a deterioration in performance[32][35]. - The group recorded a basic and diluted loss per share of HKD 0.033 for the six months ended September 30, 2023, compared to a loss of HKD 0.024 for the same period in 2022[45]. - The group declared a final dividend of HKD 0.005 per share, totaling HKD 2,300,000, for the year ended March 31, 2024, but did not recommend an interim dividend for the six months ended September 30, 2023[43]. Assets and Liabilities - Total assets as of September 30, 2024, were HKD 488,129,000, an increase from HKD 472,815,000 as of March 31, 2024[15]. - Current liabilities increased to HKD 200,725,000 from HKD 169,805,000, indicating a rise in financial obligations[16]. - The company’s cash and cash equivalents stood at HKD 157,907,000, a decrease from HKD 168,162,000 as of March 31, 2024[15]. - Trade receivables, net of credit loss provisions, amounted to HKD 100,055,000 as of September 30, 2024, up from HKD 86,379,000 as of March 31, 2024[49]. - Trade payables and other payables totaled HKD 82,690,000 as of September 30, 2024, compared to HKD 66,440,000 as of March 31, 2024[51]. - The total bank borrowings amounted to HKD 74,800,000 as of September 30, 2024, with an asset-to-liability ratio of 20.3%[77]. Operational Efficiency - The company reported a decrease in administrative expenses to HKD 36,834,000 from HKD 38,237,000 year-on-year, reflecting a 3.7% reduction[2]. - Employee benefit expenses totaled HKD 53,631,000 for the six months ended September 30, 2023, down from HKD 62,899,000 in the previous year, reflecting cost-cutting measures[39]. - The group’s financing costs were HKD 1,811,000, contributing to the overall financial burden during the reporting period[32]. - The group will continue to focus on cost management and operational efficiency to mitigate the adverse financial impacts of cost inflation[74]. Market Performance - The group’s revenue from the Asia segment was HKD 125,144,000, with a segment profit of HKD 2,859,000, while North America reported a loss of HKD 1,103,000[35]. - The group’s sales in the Asian market increased by 42.1% to HKD 177,800,000, with China accounting for over 92.5% of this market and recording a significant growth of 39.8%[63]. - North American sales reached HKD 131,900,000, representing a 28.7% increase compared to the same period last year, with the U.S. and Canada contributing HKD 72,700,000 and HKD 59,200,000 respectively[65]. - The retail sales in the U.S. rebounded with a 22.2% increase year-on-year, as brand customers concluded their inventory destocking phase[67]. - Canadian market sales recorded a rebound of 37.6%, driven by improved consumer purchasing power due to easing inflation and gradually lowering policy rates[67]. - Overall retail sales increased by 31.6% to HKD 115,500,000, with sales from digital channels rising significantly by 51.4%, accounting for 86.4% of total retail sales[69]. Strategic Initiatives - The company is adjusting its business and operational strategies to address market volatility and challenges while aiming for significant sales growth[54]. - The group aims to enhance customer relationships and expand market presence while diversifying product offerings[73]. - The group plans to implement effective stimulus policies to restore market confidence and maintain high-quality development in the long term[72]. - The group continues to identify market opportunities and update its product offerings to meet the diverse and evolving consumer expectations[68]. - The group adjusted its operations and logistics strategy in Vietnam to alleviate potential disruptions and accelerate overall delivery cycles[59]. Sustainability and Governance - The group maintained a commitment to sustainable development and environmental regulations in its manufacturing processes[61]. - The group recognizes the need to retain sufficient funds to meet financial obligations and support future business growth[78]. - The group continues to adopt a prudent policy to hedge against currency and interest rate risks associated with its core business[79]. - The audit committee, consisting of three independent non-executive directors, has reviewed the group's accounting policies and practices, as well as risk management and internal control measures[86]. - The company has adhered to all corporate governance codes as stipulated by the Hong Kong Stock Exchange during the current period[87]. - All directors confirmed compliance with the standard code of conduct for securities trading throughout the entire period[89].