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告之內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示概不就因本通告全部或任何部份內容而產生或因倚賴該等內容 而引致之任何損失承擔任何責任。 股東週年大會通告 茲通告AV Concept Holdings Limited（「本公司」）謹訂於二零二五年九月五日（星期五）上午十一時正 於香港九龍灣宏照道39號企業廣場三期6樓會議室舉行股東週年大會，以考慮並酌情處理下列普通事 項： 普通決議案 1 1. 省覽並考慮本集團截至二零二五年三月三十一日止年度之經審核綜合財務報表、董事會報告及 核數師報告； 2. 宣派截至二零二五年三月三十一日止年度之末期股息每股1.00港仙； 3. 各自作為一項獨立決議案，重選退任董事並授權董事會釐定董事之薪酬；及 4. 續聘安永會計師事務所為本公司核數師並授權董事會釐定其酬金； 及，作為特別事項，考慮並酌情以普通決議案方式通過下列決議案： 5. 「動議： (a) 在下文(c)段規限下，謹此一般及無條件批准本公司董事（「董事」）於有關期間（定義見下文(e) 段）內行使本公司一切權力，根據香港聯合交易所有限公司證券上市規則及 ...

於二零二五年九月五日（星期五）舉行之股東週年大會 適用之代表委任表格 普通決議案 贊成 反對 1. 省覽並考慮本集團截至二零二五年三月三十一日止年度之經審核綜合財務報表、 董事會報告及核數師報告。 2. 宣派截至二零二五年三月三十一日止年度之末期股息每股1.00港仙。 3. (a) (i) 重選蘇煜均博士為本公司董事。 (ii) 重選歐陽潔平女士為本公司董事。 (b) 授權董事會釐定董事薪酬。 4. 續聘安永會計師事務所為本公司核數師並授權董事會釐定其酬金。 5. 授予董事一般授權，以發行、配發及處置不超過於本決議案通過當日本公司已發 行股份（不包括庫存股份）20%之本公司額外股份。 6. 授予董事一般授權，以購回不超過於本決議案通過當日本公司已發行股份（不包括 庫存股份）10%之本公司股份。 7. 藉加入根據第6項普通決議案購回之股份數目，擴大根據第5項普通決議案向董事 授出之發行、配發及處置股份一般授權。 日期：二零二五年 月 日 簽署： 附註： 本人╱吾等 （附註一） 地址為 為上述本公司股本中每股面值0.1港元股份 （附註二） 股之登記持有人， 茲委任大會主席 （附註三） 或 ， 地址為 ， 為本人╱ ...

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 閣下之證券經紀或其他註 冊證券商、銀行經理、律師、專業會計師或其他專業顧問以尋求獨立意見。 閣下如已售出或轉讓名下所有AV Concept Holdings Limited（「本公司」）股份，應立即將本 通函及隨附之代表委任表格送交買主、承讓人或經手買賣或轉讓之銀行、證券經紀或其他 代理商，以便轉交買主或承讓人。 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，並明確表示概不就因本通函全部或任何部分內容而產生 或因倚賴該等內容而引致之任何損失承擔任何責任。 建議 (1)發行及購回股份之一般授權； (2)重選退任董事及 股東週年大會通告 本公司謹訂於二零二五年九月五日（星期五）上午十一時正於香港九龍灣宏照道39號企業廣 場三期6樓會議室舉行股東週年大會，召開大會之通告載於本通函第AGM-1頁至第AGM-5 頁。 無論 閣下能否出席大會，務請盡快按照隨附之代表委任表格上印備之指示填妥表格，並 無論如何最遲須於股東週年大會或其任何續會指定舉行時間四十八小時前交回本公司之香 港股份 ...

年 報 Contents 目錄 | FINANCIAL HIGHLIGHTS | 財務重點 | 2 | | --- | --- | --- | | CORPORATE INFORMATION | 公司資料 | 4 | | CHAIRMAN'S STATEMENT | 主席致辭 | 6 | | MANAGEMENT DISCUSSION AND ANALYSIS | 管理層討論及分析 | 11 | | PROFILE OF DIRECTORS AND SENIOR MANAGEMENT | 董事及高級管理層履歷 | 19 | | DIRECTORS' REPORT | 董事會報告 | 23 | | CORPORATE GOVERNANCE REPORT | 企業管治報告 | 36 | | ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT | 環境、社會及管治報告 | 47 | | INDEPENDENT AUDITOR'S REPORT | 獨立核數師報告 | 88 | | AUDITED CONSOLIDATED FINANCIAL STATEMENTS | 經審核綜合財 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示概不就因本公佈全部或任何部份內容而產生或因倚賴該等內容 而引致之任何損失承擔任何責任。 截至二零二五年三月三十一日止年度之全年業績公佈 | 損益表重點 | | | | --- | --- | --- | | | 二零二五年 | 二零二四年 | | | 百萬港元 | 百萬港元 | | 收益 | | | | －半導體分銷 | 1,146.2 | 937.3 | | －消費類產品及產品採購業務 | 43.3 | 46.7 | | －創投 | – | – | | －其他 | 0.4 | 0.3 | | | 1,189.9 | 984.3 | | 除利息、稅項、折舊、攤銷及非現金項目前溢利╱（虧損） | | | | －公司費用 | (34.5) | (29.6) | | －創投 | (1.4) | (11.2) | | －半導體分銷 | 139.8 | 200.5 | | －消費類產品及產品採購業務： | | | | 銷售及分銷費用 | (20.9) | (19.7) | | 經營虧損 | (4.1) ...

Group 1 - Semiconductor stocks in Hong Kong experienced a collective decline, with notable drops in companies such as Beike Micro (02149.HK) and Huahong Semiconductor (01347.HK), both falling over 6% [1] - Other companies like Xianxixing (00595.HK), Naodong Technology (02203.HK), and SMIC (00981.HK) also saw declines exceeding 3% [1]

Financial Performance - Total revenue for the six months ending September 30, 2024, was HKD 629.3 million, a 55.2% increase from HKD 405.7 million in the same period last year[14]. - Semiconductor distribution revenue increased to HKD 606.5 million, up from HKD 381.4 million, representing a growth of 58.9%[10]. - The company reported a profit attributable to shareholders of HKD 56.3 million, compared to HKD 31.6 million in the previous year, marking an increase of 78.1%[10]. - Basic earnings per share for the period were HKD 0.062, up from HKD 0.035 in the previous year, reflecting improved profitability[14]. - The company reported a pre-tax profit of HKD 56,428,000 for the period, reflecting a strong performance despite the challenges faced in certain segments[35]. - The venture capital segment reported revenue of HKD 0.2 million, recovering from a loss of HKD 7.6 million in the previous year[97]. - The company's gross profit before interest and tax was HKD 58.6 million, compared to HKD 31.7 million in the previous year[95]. - The company’s operating loss was HKD 2.3 million, a decrease from an operating profit of HKD 0.7 million in the previous year[95]. Dividends and Shareholder Returns - The company declared an interim dividend of HKD 0.01 per share for the six months ending September 30, 2024, compared to no dividend in the same period last year[1]. - The total dividend declared for the six months ended September 30, 2024, was approximately HKD 9,087,000, compared to HKD 0 for the same period in 2023[59]. - The company declared dividends from its joint ventures amounting to HKD 46.62 million for the six months ended September 30, 2024, compared to HKD 16.32 million in the previous year[90]. Assets and Liabilities - Total assets as of September 30, 2024, amounted to HKD 1,942.3 million, up from HKD 1,872.1 million as of March 31, 2024[12]. - Total liabilities increased to HKD 177,081, up 19.06% from HKD 148,713 as of March 31, 2024, primarily due to an increase in bank borrowings[20]. - The total liabilities as of September 30, 2024, were HKD 190,960,000, a decrease from HKD 162,608,000 as of March 31, 2024, indicating a reduction of approximately 17.4%[42]. - The net asset value as of September 30, 2024, was HKD 1,751,351, representing a growth of 2.45% from HKD 1,709,507 as of March 31, 2024[22]. - Current assets increased to HKD 250,897, up 11.88% from HKD 224,279 as of March 31, 2024, driven by a rise in inventory to HKD 111,551, which is a 24.5% increase[20]. Cash Flow and Financing - Cash and cash equivalents stood at HKD 95.8 million, compared to HKD 76.3 million in the previous period[12]. - Operating cash flow for the six months ended September 30, 2024, was HKD 6,172, a recovery from a negative cash flow of HKD 67,721 in the same period last year[28]. - Financing activities generated a net cash flow of HKD 11,652, down from HKD 20,414 in the previous year, indicating a shift in financing strategy[28]. - The financing costs for the six months ended September 30, 2024, were HKD 3,112,000, up from HKD 1,328,000 in 2023, indicating a significant increase of 134.1%[54]. Market and Industry Outlook - The global semiconductor revenue is projected to grow by 19% in 2024, reaching USD 630 billion, driven by demand for AI-related semiconductors[98]. - The semiconductor industry is experiencing a rebound due to a surge in demand for AI-related semiconductors, particularly in the memory storage chip sector, which is expected to benefit significantly from the ongoing growth in AI server functionality[102]. - The global economic outlook remains complex, with inflation pressures and geopolitical tensions posing significant risks to stability[111]. - The semiconductor market is expected to continue its strong growth trajectory, driven by the increasing demand for AI technologies and advanced memory solutions[111]. Strategic Focus and Future Plans - The company plans to continue expanding its semiconductor distribution business and exploring new product development opportunities[14]. - Future outlook includes continued investment in product development and market expansion, leveraging the increase in cash reserves for strategic initiatives[30]. - The company is actively exploring new technologies and product developments to strengthen its market position and improve overall profitability[39]. - The company aims to leverage opportunities in the semiconductor distribution core business driven by AI advancements and the growing importance of advanced storage chip solutions[112]. Employee and Governance - The group employed approximately 140 full-time employees as of September 30, 2024, an increase from 134 employees on March 31, 2024[125]. - The company has complied with the corporate governance code, except for the separation of the roles of Chairman and CEO, which are held by Dr. Su[136]. - The audit committee, consisting of three independent non-executive directors, reviewed the group's financial reporting procedures and internal controls[140].

Revenue Growth - Revenue for the six months ended September 30, 2024, was HKD 629.3 million, a 55.2% increase from HKD 405.7 million in the same period of 2023[2] - Semiconductor distribution revenue reached HKD 606.5 million, up from HKD 381.4 million, reflecting a significant growth of 59.2%[2] - Total revenue for the six months ended September 30, 2024, reached HKD 629,302,000, compared to HKD 405,739,000 in the previous year, indicating an increase of 55.2%[42] - Semiconductor distribution revenue for the six months ended September 30, 2024, was HKD 606,461,000, up from HKD 381,487,000 in the same period last year, representing a growth of 59.1%[42] Profitability - The company reported a net profit attributable to shareholders of HKD 56.3 million, compared to HKD 31.6 million in the previous year, marking an increase of 78.1%[2] - Basic and diluted earnings per share for the period were HKD 6.20, compared to HKD 3.48 in the previous year, representing an increase of 78.4%[6] - The group reported a total of HKD 50,999,000 in trade payables, including HKD 31,947,000 in trade payables and HKD 16,046,000 in accrued expenses as of September 30, 2024[79] - The group’s profit before tax for the six months ended September 30, 2024, was HKD 56,317,000, compared to HKD 31,639,000 for the same period in 2023, representing an increase of 78.2%[58] Assets and Liabilities - Total assets as of September 30, 2024, were HKD 1,942.3 million, up from HKD 1,872.1 million as of March 31, 2024, indicating a growth of 3.7%[4] - Total liabilities increased to HKD 177,081 thousand, a rise of 19.06% from HKD 148,713 thousand as of March 31, 2024, primarily due to an increase in bank borrowings[13] - The total current liabilities were HKD 177.1 million as of September 30, 2024, compared to HKD 148.7 million on March 31, 2024[133] - The total equity as of September 30, 2024, was HKD 1,751.4 million, compared to HKD 1,709.5 million as of March 31, 2024[124] Cash Flow and Financial Position - Cash and cash equivalents increased to HKD 95.8 million from HKD 76.3 million, showing a growth of 25.5%[4] - The current ratio decreased to 141.7% from 150.8%, indicating a slight decline in liquidity position[4] - The group’s cash and cash equivalents decreased to HKD 31,112,000 as of September 30, 2024, from HKD 31,632,000 as of March 31, 2024[72] - The debt-to-equity ratio increased to 4.1% from 2.1%, reflecting a rise in borrowings and lease liabilities to HKD 71.9 million from HKD 36.2 million[4] Foreign Exchange and Investments - The company recorded a foreign exchange gain of HKD 3.7 million, a significant improvement from a loss of HKD 2.3 million in the prior year[10] - The company recorded a net foreign exchange gain of HKD 5,583,000 for the six months ended September 30, 2024[51] - The total investment in joint ventures was reported at HKD 1,493,395,000, indicating a strategic focus on collaborative growth[40] Future Outlook and Strategy - The company plans to continue expanding its semiconductor distribution and consumer products segments, focusing on innovation and market penetration[29] - The group aims to continue focusing on its core semiconductor distribution business while adapting to major industry trends driven by advancements in artificial intelligence and the growing e-commerce sector[119] - The company aims to enhance its product offerings and market presence through ongoing research and development initiatives[42] Market Trends - Global semiconductor revenue is projected to grow by 19% in 2024, reaching USD 630 billion, driven by demand for AI-related semiconductors[93] - The memory storage chip market is expected to grow by 20.5% in 2025, reaching USD 196.3 billion, supported by demand for high-performance memory solutions[93] - The demand for high-bandwidth memory (HBM) is expected to surge by 284% in 2024, indicating strong growth potential in the AI server market[93] Employee and Operational Metrics - The company employed approximately 140 full-time employees as of September 30, 2024, an increase from 134 employees on March 31, 2024[136] - The company maintained a prudent policy in managing its financial resources to seize business growth opportunities[133]

2024 年 ANNUAL REPORT 報 目錄 Contents Pages 頁次 | FINANCIAL HIGHLIGHTS | 財務重點 | 2 | | --- | --- | --- | | CORPORATE INFORMATION | 公司資料 | 4 | | CHAIRMAN'S STATEMENT | 主席致辭 | 6 | | MANAGEMENT DISCUSSION AND ANALYSIS | 管理層討論及分析 | 9 | | PROFILE OF DIRECTORS AND SENIOR MANAGEMENT | 董事及高級管理層履歷 | 17 | | DIRECTORS' REPORT | 董事會報告 | 21 | | CORPORATE GOVERNANCE REPORT | 企業管治報告 | 34 | | ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT | 環境、社會及管治報告 | 45 | | INDEPENDENT AUDITOR'S REPORT | 獨立核數師報告 | 85 | | AUDITED CONSOLIDATED FI ...

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) The group experienced significant revenue growth and increased profit attributable to owners, alongside an expansion in total assets and equity, despite a slight decrease in liquidity [Key Income Statement Highlights](index=1&type=section&id=Key%20Income%20Statement%20Highlights) For the year ended March 31, 2024, the group achieved significant revenue growth, primarily driven by semiconductor distribution, with a substantial increase in profit attributable to owners | Indicator | 2024 (HK$ Million) | 2023 (HK$ Million) | YoY Growth Rate | | :--- | :--- | :--- | :--- | | **Total Revenue** | 984.3 | 660.0 | 49.14% | | Semiconductor Distribution Revenue | 937.3 | 634.3 | 47.76% | | Consumer Products and Product Sourcing Business Revenue | 46.7 | 24.7 | 89.07% | | Venture Capital Business Revenue/(Loss) | (5.7) | (13.9) | Loss narrowed | | Other Revenue | 0.3 | 1.0 | -70.00% | | **Profit for the Year Attributable to Owners of the Company** | 109.2 | 40.7 | 168.31% | [Key Balance Sheet Highlights](index=2&type=section&id=Key%20Balance%20Sheet%20Highlights) As of March 31, 2024, total assets and total equity increased, but liquidity ratios slightly decreased, and the total debt-to-equity ratio rose | Indicator | 2024 (HK$ Million) | 2023 (HK$ Million) | YoY Change | | :--- | :--- | :--- | :--- | | Total Assets | 1,872.1 | 1,753.6 | 6.76% | | Total Equity | 1,709.5 | 1,613.3 | 5.96% | | Borrowings and Lease Liabilities | 36.2 | 20.1 | 79.90% | | Cash and Cash Equivalents | 76.3 | 121.4 | -37.15% | | Total Debt to Equity Ratio | 2.1% | 1.2% | Increased by 0.9 percentage points | | Current Assets to Current Liabilities Ratio | 150.8% | 164.3% | Decreased by 13.5 percentage points | | Total Equity Per Share (HK$) | 1.88 | 1.78 | 5.62% | [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements present the group's financial performance and position, showing significant revenue growth and increased profitability [Consolidated Statement of Profit or Loss](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended March 31, 2024, group revenue surged by 49.14% to HK$984,294 thousand, with significant gross profit growth and profit attributable to owners reaching HK$109,163 thousand | Indicator | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 984,294 | 660,008 | 49.14% | | Cost of sales | (947,965) | (655,725) | 44.57% | | Gross profit | 36,329 | 4,283 | 748.22% | | Other income and gains | 12,604 | 31,305 | -59.74% | | Change in fair value of investment properties | (10,825) | (13,056) | 17.10% | | Selling and distribution expenses | (25,382) | (16,579) | 53.10% | | Administrative expenses | (61,432) | (58,652) | 4.74% | | Impairment of financial assets, net | (18,234) | (10,421) | 74.97% | | Fair value loss on financial assets at fair value through profit or loss, net | (5,831) | (14,120) | 58.71% | | Finance costs | (3,038) | (461) | 559.00% | | Share of profit of joint ventures | 187,383 | 123,783 | 51.38% | | Profit before tax | 110,281 | 40,841 | 170.03% | | Income tax | (1,118) | (123) | 809.00% | | Profit for the year attributable to owners of the Company | 109,163 | 40,718 | 168.08% | | Basic earnings per share (HK cents) | 12.01 | 4.48 | 168.08% | [Consolidated Statement of Comprehensive Income](index=4&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2024, the group's profit for the year was HK$109,163 thousand, with other comprehensive loss from foreign currency translation differences, resulting in total comprehensive income attributable to owners of HK$105,258 thousand | Indicator | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Profit for the year | 109,163 | 40,718 | | Other comprehensive loss that may be reclassified to profit or loss in subsequent periods: Exchange differences arising on translation of foreign operations | (3,905) | (3,986) | | Total comprehensive income for the year attributable to owners of the Company | 105,258 | 36,732 | [Consolidated Statement of Financial Position](index=5&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, total non-current assets increased to HK$1,647,836 thousand, total current assets rose to HK$224,279 thousand, and total equity reached HK$1,709,507 thousand, indicating expanded asset scale and increased shareholder equity | Indicator | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | **Total non-current assets** | 1,647,836 | 1,547,038 | | Investments in joint ventures | 1,451,801 | 1,355,041 | | **Total current assets** | 224,279 | 206,551 | | Inventories | 89,645 | 15,856 | | Trade receivables | 27,735 | 9,116 | | Cash and cash equivalents | 76,345 | 121,371 | | **Total current liabilities** | 148,713 | 125,701 | | Trade payables, deposits received and accrued expenses | 57,586 | 22,854 | | Interest-bearing bank borrowings | 36,111 | 19,618 | | **Total non-current liabilities** | 13,895 | 14,552 | | **Total equity** | 1,709,507 | 1,613,336 | [Notes to the Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes provide detailed information on the accounting policies, changes, segment information, and specific financial statement items, crucial for understanding the group's financial reporting [Basis of Preparation](index=7&type=section&id=Basis%20of%20Preparation) The consolidated financial statements are prepared in accordance with HKFRSs and the Hong Kong Companies Ordinance, using the historical cost convention and presented in HKD - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, Hong Kong Generally Accepted Accounting Principles, and the Hong Kong Companies Ordinance, primarily using the historical cost convention, with some financial assets and investment properties measured at fair value[166](index=166&type=chunk) - The group considers all relevant facts and circumstances, including contractual arrangements, rights, and voting rights, when assessing control over investees[11](index=11&type=chunk)[167](index=167&type=chunk) [Changes in Accounting Policies and Disclosures](index=8&type=section&id=Changes%20in%20Accounting%20Policies%20and%20Disclosures) This year saw the initial adoption of new and revised HKFRSs, including HKFRS 17 and amendments to HKAS 1 and 12, primarily affecting deferred tax recognition and accounting policy disclosure - Initial adoption of HKFRS 17, HKAS 1, and HKAS 12 (Amendments), with HKAS 1 (Amendments) requiring disclosure of material accounting policy information[12](index=12&type=chunk)[25](index=25&type=chunk)[169](index=169&type=chunk) - HKAS 12 (Amendments) narrowed the scope of initial recognition exemption, requiring deferred tax recognition for temporary differences arising from single transactions like leases and decommissioning obligations, but without significant impact on the overall deferred tax balance presented in the consolidated statement of financial position[13](index=13&type=chunk)[26](index=26&type=chunk)[45](index=45&type=chunk) - HKAS 8 (Amendments) clarified the distinction between changes in accounting estimates and changes in accounting policies, with no impact on the group's consolidated financial statements[170](index=170&type=chunk) [Operating Segment Information](index=9&type=section&id=Operating%20Segment%20Information) The group operates four reportable segments: semiconductor distribution, consumer products and product sourcing, venture capital, and others, with management assessing performance and allocating resources based on segment results - The group's operating segments include semiconductor distribution, consumer products and product sourcing, venture capital, and other segments such as internet social media business[15](index=15&type=chunk)[28](index=28&type=chunk)[47](index=47&type=chunk)[172](index=172&type=chunk) Segment Revenue and Results (HK$ Thousand) | Indicator | Semiconductor Distribution (2024/2023) | Consumer Products and Product Sourcing (2024/2023) | Venture Capital (2024/2023) | Others (2024/2023) | Total (2024/2023) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Segment Revenue** | 937,283 / 634,273 | 46,685 / 24,686 | – / – | 326 / 1,049 | 984,294 / 660,008 | | **Segment Results** | 8,768 / (24,236) | (27,594) / (10,257) | (11,373) / (19,055) | (1,068) / (1,991) | (31,267) / (55,539) | Segment Assets and Liabilities (HK$ Thousand) | Indicator | Semiconductor Distribution (2024/2023) | Consumer Products and Product Sourcing (2024/2023) | Venture Capital (2024/2023) | Others (2024/2023) | Total (2024/2023) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Segment Assets** | 626,216 / 551,553 | 13,294 / 77,971 | 5,632 / 12,787 | 2,554 / 2,704 | 647,696 / 645,015 | | **Segment Liabilities** | 82,781 / 33,516 | 255,943 / 269,454 | 130,324 / 185,782 | 83,548 / 79,764 | 552,596 / 568,516 | Other Segment Information (HK$ Thousand) | Indicator | Semiconductor Distribution (2024/2023) | Consumer Products and Product Sourcing (2024/2023) | Venture Capital (2024/2023) | Others (2024/2023) | Total (2024/2023) | | :--- | :--- | :--- | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 525 / 1,057 | – / 2 | 152 / 134 | – / 249 | 677 / 1,442 | | Depreciation of right-of-use assets | 968 / 1,032 | – / – | 229 / 520 | – / – | 1,197 / 1,552 | | Impairment of trade receivables, net | – / – | 6,415 / (513) | – / – | – / – | 6,415 / (513) | | Capital expenditure | 184 / 9,550 | – / 15 | 554 / – | – / – | 738 / 9,565 | Geographical Revenue and Non-current Assets (HK$ Thousand) | Indicator | Hong Kong (2024/2023) | Singapore (2024/2023) | Mainland China (2024/2023) | Total (2024/2023) | | :--- | :--- | :--- | :--- | :--- | | **Revenue from external customers** | 48,869 / 25,894 | 935,425 / 634,114 | – / – | 984,294 / 660,008 | | **Non-current assets** | 1,484,483 / 1,390,476 | 54,722 / 38,431 | 79,109 / 89,140 | 1,618,314 / 1,518,047 | [Revenue, Other Income and Gains](index=15&type=section&id=Revenue%2C%20Other%20Income%20and%20Gains) For the year ended March 31, 2024, group revenue from contracts with customers increased to HK$984,294 thousand, primarily from semiconductor distribution, while other income and gains decreased due to lower gains from property, plant, and equipment sales Revenue from Contracts with Customers (HK$ Thousand) | Business | 2024 | 2023 | | :--- | :--- | :--- | | Semiconductor distribution | 937,283 | 634,273 | | Consumer product sales and product sourcing business | 46,685 | 24,686 | | Others | 326 | 1,049 | | **Total** | 984,294 | 660,008 | Other Income and Gains (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Bank interest income | 1,977 | 596 | | Interest income from a loan to an associate | 444 | 658 | | Interest income from other receivables | 1,670 | 1,120 | | Gain on disposal of property, plant and equipment | 250 | 21,807 | | Rental income | 5,552 | 4,537 | | Government grants | – | 792 | | Exchange differences, net | 1,189 | 762 | | **Total** | 12,604 | 31,305 | [Profit Before Tax](index=16&type=section&id=Profit%20Before%20Tax) For the year ended March 31, 2024, the group's profit before tax significantly increased to HK$110,281 thousand, achieved after deducting financial asset impairment and finance costs, and benefiting from substantial contributions from joint ventures Adjustments to Profit Before Tax (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Cost of sales | 948,328 | 656,347 | | Reversal of impairment provision for inventories | (367) | (915) | | Depreciation of property, plant and equipment | 677 | 1,442 | | Depreciation of right-of-use assets | 1,197 | 1,552 | | Impairment of other receivables | 11,819 | 10,934 | | Impairment/(reversal of impairment) of trade receivables, net | 6,415 | (513) | | Impairment of other intangible assets | 430 | – | | Fees related to financial guarantees utilized by joint ventures | 121,204 | 95,445 | | Gain on derecognition of financial guarantee liabilities | (121,204) | (95,445) | | Fair value loss on financial assets at fair value through profit or loss, net | 5,831 | 14,120 | | Gain on disposal of property, plant and equipment | (250) | (21,807) | | Other expenses, net | 1,293 | 931 | [Finance Costs](index=16&type=section&id=Finance%20Costs) For the year ended March 31, 2024, total group finance costs significantly increased to HK$3,038 thousand, primarily due to a substantial rise in interest on bank borrowings Analysis of Finance Costs (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Interest on bank borrowings | 3,018 | 418 | | Interest on lease liabilities | 20 | 43 | | **Total** | 3,038 | 461 | [Income Tax](index=17&type=section&id=Income%20Tax) For the year ended March 31, 2024, total group income tax expense significantly increased to HK$1,118 thousand, mainly from current tax expenses in other jurisdictions Income Tax Expense (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Current – expense for the year in other jurisdictions | 1,650 | 292 | | Deferred | (532) | (169) | | **Total tax expense for the year** | 1,118 | 123 | - The group did not generate any assessable profits in Hong Kong during the year, thus no provision for Hong Kong Profits Tax was made[41](index=41&type=chunk) [Dividends](index=17&type=section&id=Dividends) The Board recommends a final dividend of HK$0.02 per share for the year ended March 31, 2024, an increase from the previous year, subject to shareholder approval Dividends Recognized as Distribution During the Year (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | 2024 interim dividend (HK$0 per share) | – | 9,087 | | 2023 final dividend (HK$0.01 per share) | 9,087 | 36,347 | | **Total** | 9,087 | 45,434 | - The Board recommends a final dividend of **HK$0.02 per share** for the year ended March 31, 2024 (2023: HK$0.01 per share), subject to shareholder approval[64](index=64&type=chunk)[154](index=154&type=chunk) [Earnings Per Share Attributable to Owners of the Company](index=17&type=section&id=Earnings%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Company) For the year ended March 31, 2024, basic and diluted earnings per share attributable to owners of the Company significantly increased to 12.01 HK cents, primarily due to a substantial rise in profit for the year Earnings Per Share Calculation Data (HK$ Thousand/Number of Shares) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Profit attributable to owners of the Company for the purpose of calculating basic and diluted earnings per share | 109,163 | 40,718 | | Number of ordinary shares in issue during the year for the purpose of calculating basic and diluted earnings per share | 908,663,302 | 908,663,302 | | **Basic and diluted earnings per share (HK cents)** | 12.01 | 4.48 | - No adjustment was made to the basic earnings per share amount as the share options issued by a subsidiary had an anti-dilutive effect on the earnings per share amount[89](index=89&type=chunk) [Financial Assets at Fair Value Through Profit or Loss](index=18&type=section&id=Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) As of March 31, 2024, total financial assets at fair value through profit or loss decreased to HK$31,632 thousand, mainly due to reductions in OTC equity and listed bond investments Financial Assets at Fair Value Through Profit or Loss (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Listed equity investments | 1,461 | 1,562 | | Listed bond investments | 138 | 981 | | Over-the-counter equity investments | 1,672 | 8,890 | | Unlisted equity investments | 1,235 | 513 | | Key management personnel insurance contracts | 27,126 | 26,277 | | **Total** | 31,632 | 38,223 | | Classified as current assets | 4,506 | 11,946 | | Classified as non-current assets | 27,126 | 26,277 | - Listed equity investments, listed bond investments, and over-the-counter equity investments are classified as financial assets at fair value through profit or loss because they are held for trading[67](index=67&type=chunk) - Key management personnel insurance contracts are mandatorily classified as financial assets at fair value through profit or loss because the contractual cash flows are not solely payments of principal and interest[91](index=91&type=chunk) - Some key management personnel insurance contracts are pledged to obtain bank financing, with a total insured amount of **US$15.8 million** and a minimum guaranteed annual return rate of **2%**[93](index=93&type=chunk) [Trade Receivables](index=20&type=section&id=Trade%20Receivables) As of March 31, 2024, total trade receivables significantly increased to HK$27,735 thousand, with the group maintaining strict credit control and no significant credit risk concentration, despite an increase in impairment loss provisions Ageing Analysis of Trade Receivables (HK$ Thousand) | Ageing | 2024 | 2023 | | :--- | :--- | :--- | | Within 1 month | 22,402 | 8,407 | | 1 to 2 months | 779 | 318 | | 2 to 3 months | 89 | 5 | | 3 to 12 months | 3,673 | 213 | | Over 12 months | 792 | 173 | | **Total** | 27,735 | 9,116 | Movement in Provision for Impairment Loss of Trade Receivables (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Beginning of year | 37,505 | 44,604 | | Impairment/(reversal of impairment) loss, net | 6,415 | (513) | | Written off | – | (6,586) | | End of year | 43,920 | 37,505 | - The group's trading terms with customers typically require payment within **30 to 45 days** from invoice date, with extended terms of over **60 days** for long-term customers[72](index=72&type=chunk) - Trade receivables include amounts due from an associate of **HK$9,549 thousand** (2023: nil)[96](index=96&type=chunk) [Trade Payables, Deposits Received and Accrued Expenses](index=21&type=section&id=Trade%20Payables%2C%20Deposits%20Received%20and%20Accrued%20Expenses) As of March 31, 2024, total trade payables, deposits received, and accrued expenses significantly increased to HK$57,586 thousand, primarily due to a substantial rise in trade payables Trade Payables, Deposits Received and Accrued Expenses (HK$ Thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Trade payables | 39,507 | 5,708 | | Deposits received | 2,151 | 1,260 | | Accrued expenses | 15,928 | 15,886 | | **Total** | 57,586 | 22,854 | Ageing Analysis of Trade Payables (HK$ Thousand) | Ageing | 2024 | 2023 | | :--- | :--- | :--- | | Current | 38,709 | 3,780 | | 1 to 30 days | 304 | 39 | | 31 to 60 days | 19 | – | | Over 60 days | 475 | 1,887 | | **Total** | 39,507 | 5,708 | - Trade payables are non-interest bearing and generally settled within **30 to 90 days**[111](index=111&type=chunk) [Business Review and Outlook](index=22&type=section&id=Business%20Review%20and%20Outlook) This section provides an overview of the group's operational performance, key financial highlights, and strategic outlook, emphasizing growth drivers and market trends [Financial Highlights](index=22&type=section&id=Financial%20Highlights) For the year ended March 31, 2024, total group revenue grew by 51.5% to HK$978.6 million, with profit before interest, tax, depreciation, amortization, and non-cash items significantly increasing to HK$137.5 million Revenue by Segment (HK$ Million) | Segment | 2024 | 2023 | | :--- | :--- | :--- | | Semiconductor distribution | 937.3 | 634.3 | | Consumer products and product sourcing business | 46.7 | 24.7 | | Venture capital | (5.7) | (13.9) | | Others | 0.3 | 1.0 | | **Total** | 978.6 | 646.1 | Profit/(Loss) Before Interest, Tax, Depreciation, Amortization and Non-cash Items (HK$ Million) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Corporate expenses | (29.6) | (26.9) | | Venture capital | (11.2) | (18.9) | | Semiconductor distribution | 200.5 | 102.8 | | Consumer products and product sourcing business: Selling and distribution expenses | (19.7) | (10.6) | | Operating loss | (1.5) | (4.5) | | Others | (21.2) | (15.1) | | **Total** | 137.5 | 39.9 | Total Depreciation and Amortization (HK$ Million) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Corporate | – | (0.2) | | Venture capital | (0.4) | (0.7) | | Semiconductor distribution | (1.5) | (2.1) | | **Total** | (1.9) | (3.0) | Profit Before Tax and Profit for the Year Attributable to Owners of the Company (HK$ Million) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Profit before interest and tax | 111.3 | 40.7 | | Interest expense | (3.0) | (0.5) | | Bank interest income | 2.0 | 0.6 | | Profit before tax | 110.3 | 40.8 | | Income tax | (1.1) | (0.1) | | **Profit for the year attributable to owners of the Company** | 109.2 | 40.7 | [Business Review](index=23&type=section&id=Business%20Review) The group actively navigated challenges, achieving 51.5% revenue growth, primarily driven by strong semiconductor distribution performance, significant growth in consumer products, and narrowed venture capital losses - The global economy achieved stable and moderate growth, with global GDP growth projected to remain at **3.1% in 2024** and slightly increase to **3.2% in 2025**[101](index=101&type=chunk) - Global smartphone shipments grew by **7.8% in the first quarter**, marking the third consecutive quarter of growth and reflecting a strong recovery trend in the smartphone industry[78](index=78&type=chunk) [Semiconductor Distribution Business](index=23&type=section&id=Semiconductor%20Distribution%20Business) The semiconductor distribution business recorded HK$937.3 million in revenue, primarily from a Singaporean subsidiary focusing on server memory chips in Southeast Asia, benefiting from improving industry conditions and AI server demand - Semiconductor distribution business revenue reached **HK$937.3 million**, primarily from a Singaporean subsidiary focusing on Southeast Asian countries such as India, Malaysia, and Vietnam[77](index=77&type=chunk)[103](index=103&type=chunk) - The semiconductor industry has shown a positive upward trend in product prices since Q4 2023, with increases in both gross profit and production volume[79](index=79&type=chunk) - The group's Singaporean subsidiary, responsible for Asia Pacific operations, focuses on server memory chips and is expected to significantly benefit from the continuous growth in demand for AI server functionalities[79](index=79&type=chunk) - Joint venture Tongyi Limited and its subsidiaries recorded revenue of **HK$24,098 million**, primarily engaged in Samsung Electronics distribution, with shared profit increasing due to growing demand in the Chinese mobile phone market[116](index=116&type=chunk) [Consumer Products and Product Sourcing Business](index=24&type=section&id=Consumer%20Products%20and%20Product%20Sourcing%20Business) The consumer products and product sourcing business generated HK$46.7 million in revenue, led by First Asia Technology (International) Limited, focusing on Indonesia and Hong Kong markets with increased e-commerce investment and marketing costs - Consumer products and product sourcing business revenue reached **HK$46.7 million**, primarily managed by First Asia Technology (International) Limited, which distributes various electronic products[77](index=77&type=chunk)[80](index=80&type=chunk)[117](index=117&type=chunk) - The business focuses on the Indonesian and Hong Kong markets, with key brands Nakamichi and SOUL, and increased investment in Indonesian e-commerce, leading to higher marketing costs[117](index=117&type=chunk) - The Indonesian e-commerce market is growing rapidly, projected to maintain a **21.1% CAGR** between 2024 and 2028, driven by increased internet and smartphone penetration and rising disposable income of the middle class[118](index=118&type=chunk)[81](index=81&type=chunk) [Internet Social Media Business](index=25&type=section&id=Internet%20Social%20Media%20Business) The internet social media business generated HK$300 thousand in revenue, managed by 830 Lab Limited, offering web design, development, and online content creation services to help clients promote brands and businesses online - Internet social media business revenue was **HK$300 thousand**, managed by 830 Lab Limited, providing web design, development, and online content creation services[77](index=77&type=chunk)[119](index=119&type=chunk) - The group focuses on developing its internet social media business, leveraging extensive brand resources and operational strategy experience to actively respond to market changes and seize new trends[106](index=106&type=chunk) [Venture Capital Business](index=25&type=section&id=Venture%20Capital%20Business) The venture capital business recorded a loss of HK$5.7 million, a reduction from the previous year, primarily due to fair value losses on financial assets at fair value through profit or loss - The venture capital business recorded a loss of **HK$5.7 million**, a reduction from the previous year's loss of HK$13.9 million[77](index=77&type=chunk)[106](index=106&type=chunk) - The loss was primarily due to a net fair value loss of **HK$5.8 million** on financial assets at fair value through profit or loss[106](index=106&type=chunk) - As of March 31, 2024, the group held listed and unlisted equity investments, listed bond investments, over-the-counter equity investments, and key management personnel insurance contracts with a fair value of **HK$31.6 million**[106](index=106&type=chunk) - Key strategic investments include South Korean mobile game developer Tooniplay Co., Ltd. and Vietnamese e-commerce company Urban City Joint Stock Company[107](index=107&type=chunk) [Outlook](index=26&type=section&id=Outlook) The group maintains a cautiously optimistic outlook on the global economy, anticipating a strong rebound in the semiconductor industry driven by AI applications, while focusing on core business expansion and risk management - The global economic outlook remains cautiously optimistic, with global GDP growth projected at approximately **3.1% in 2024** and a slight increase to **3.2% in 2025**[123](index=123&type=chunk) - The semiconductor industry is expected to rebound in 2024, with the global semiconductor market growing by **16%** due to the PC market and technological advancements, especially for AI applications[109](index=109&type=chunk)[124](index=124&type=chunk) - The Indonesian e-commerce industry continues to thrive, with government measures to improve internet access and digital literacy being crucial for market growth[110](index=110&type=chunk)[125](index=125&type=chunk) - The group will continue to focus on its core semiconductor distribution business, closely monitor industry trends, and seek to strengthen and expand its business scope to address future uncertainties[125](index=125&type=chunk) [Liquidity and Financial Resources](index=27&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2024, the group reported HK$76.3 million in cash and cash equivalents, with a net current asset position of HK$75.6 million, a debt-to-equity ratio of 2.1%, and a current ratio of 151% Liquidity and Financial Resources Status (HK$ Million) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | 76.3 | 121.4 | | Financial assets at fair value through profit or loss (included in current assets) | 4.5 | 11.9 | | **Total** | 80.8 | 133.3 | | Borrowings and lease liabilities | 36.2 | 20.1 | | Total equity | 1,709.5 | 1,613.3 | | Total debt to equity ratio | 2.1% | 1.2% | | Net current assets | 75.6 | 80.9 | | Current assets to current liabilities ratio | 151% | 164% | - The group holds approximately **HK$31.6 million** in financial assets at fair value through profit or loss, serving as cash reserves for medium to long-term business development[131](index=131&type=chunk) - Management believes the group adheres to prudent policies in managing its treasury levels and maintains high liquidity to ensure it can seize business growth opportunities at any time[131](index=131&type=chunk) [Other Information](index=28&type=section&id=Other%20Information) This section covers various corporate governance aspects, including asset pledges, director service contracts, employee information, and compliance with listing rules [Pledge of Assets](index=28&type=section&id=Pledge%20of%20Assets) Certain financial assets at fair value through profit or loss have been pledged by the group to secure bank financing - Certain financial assets at fair value through profit or loss have been pledged by the group to obtain bank financing granted to the group[149](index=149&type=chunk) [Material Investments](index=28&type=section&id=Material%20Investments) This report does not provide specific information regarding material investments [Directors' Service Contracts](index=28&type=section&id=Directors%27%20Service%20Contracts) Executive directors have one-year service contracts, and independent non-executive directors have one-to-three-year appointment letters; no director proposed for re-election has a non-terminable service contract within one year without compensation - Each executive director has entered into a one-year service contract with the Company, and each independent non-executive director has entered into an appointment letter for a term of one to three years[132](index=132&type=chunk) - No director proposed for re-election at the upcoming Annual General Meeting has a service contract with any member of the group that is not terminable within one year without payment of compensation[148](index=148&type=chunk) [Employees](index=29&type=section&id=Employees) As of March 31, 2024, the group employed approximately 134 full-time employees, offering promotion opportunities based on merit and potential, with compensation determined by performance and market rates - As of March 31, 2024, the group employed approximately **134 full-time employees** (2023: approximately 138 employees)[135](index=135&type=chunk) - The group recruits and offers promotion opportunities based on employee merit and development potential, with compensation packages determined by employee performance and market salary levels, and discretionary bonuses awarded[135](index=135&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=29&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the year ended March 31, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year[136](index=136&type=chunk) [Corporate Governance](index=29&type=section&id=Corporate%20Governance) The Company complied with the Corporate Governance Code throughout the year, except for the combined roles of Chairman and CEO, which the Board believes enhances strategy execution and operational efficiency - The Company complied with the Corporate Governance Code set out in Appendix 14 of the Listing Rules throughout the year, except for Code Provision C.2.1 (which stipulates that the roles of Chairman and Chief Executive should be separate)[137](index=137&type=chunk)[150](index=150&type=chunk) - The Board believes that combining the roles of Chairman and Chief Executive Officer (Dr. So Yuk Kwan) facilitates the execution of the group's business strategies and enhances operational efficiency, with adequate oversight provided by a balanced Board[137](index=137&type=chunk) [Standard Code for Securities Transactions by Directors](index=29&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company adopted the Standard Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed compliance throughout the year ended March 31, 2024 - The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules[138](index=138&type=chunk) - All directors confirmed compliance with the required standards set out in the Standard Code throughout the year ended March 31, 2024[138](index=138&type=chunk) [Audit Committee](index=30&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviews and oversees the group's financial reporting and internal controls, having reviewed the consolidated financial statements for the year ended March 31, 2024 - The Audit Committee comprises three independent non-executive directors and is responsible for reviewing and overseeing the group's financial reporting procedures and internal controls[153](index=153&type=chunk) - The Audit Committee has reviewed accounting principles and practices with management and discussed audit, internal control, and financial reporting matters, including the consolidated financial statements for the year ended March 31, 2024[153](index=153&type=chunk) [Review of Preliminary Announcement](index=30&type=section&id=Review%20of%20Preliminary%20Announcement) The consolidated financial statement figures in the preliminary announcement for the year ended March 31, 2024, have been agreed by the Company's auditor, Ernst & Young, though their work does not constitute an assurance engagement - The figures for the group's consolidated financial statements for the year ended March 31, 2024, as set out in the preliminary announcement, have been agreed by the Company's auditor, Ernst & Young, to the amounts set out in the draft consolidated financial statements[153](index=153&type=chunk) - The work performed by Ernst & Young in this respect does not constitute an assurance engagement, and accordingly, no assurance has been expressed on the preliminary announcement[153](index=153&type=chunk) [Proposed Final Dividend](index=30&type=section&id=Proposed%20Final%20Dividend) The Board proposes a final dividend of HK$0.02 per share for the year ended March 31, 2024, subject to shareholder approval at the upcoming Annual General Meeting - The Board proposes a final dividend of **HK$0.02 per share** for the year ended March 31, 2024 (2023: HK$0.01 per share)[154](index=154&type=chunk) - If approved, the proposed final dividend will be paid on **September 30, 2024**, to shareholders whose names appear on the Company's register of members on **September 6, 2024**[141](index=141&type=chunk) [Closure of Register of Members](index=30&type=section&id=Closure%20of%20Register%20of%20Members) To determine eligibility for attending the AGM and receiving the proposed final dividend, the Company will close its register of members from August 27-30, 2024, and September 5-6, 2024, respectively - To determine eligibility for attending and voting at the Annual General Meeting, the Company will close its register of members from **August 27 to August 30, 2024** (both dates inclusive)[141](index=141&type=chunk) - To determine the list of shareholders entitled to receive the proposed final dividend, the Company will close its register of members from **September 5 to September 6, 2024** (both dates inclusive)[142](index=142&type=chunk) [Publication of Results Announcement and Annual Report](index=31&type=section&id=Publication%20of%20Results%20Announcement%20and%20Annual%20Report) This full-year results announcement and the annual report, containing all information required by the Listing Rules, are available on the HKEX and Company websites, with the annual report to be dispatched to shareholders in due course - This full-year results announcement is available on the HKEX website (www.hkexnews.hk) and the Company's website (www.avconcept.com)[143](index=143&type=chunk) - The annual report for the year ended March 31, 2024, containing all information required by the Listing Rules, will be dispatched to the Company's shareholders in due course and will also be available on the aforementioned websites[143](index=143&type=chunk)