Artini Holdings Limited 雅天妮集團有限公司 （於百慕達註冊成立的有限公司） 袁偉健先生 紀 鈴 子女士 馬世欽先生 董事會設立3個委員會。下表提供各董事會成員在這些委員會中所擔任的職位。 | | 董事委員會 | 審 核 | 薪 酬 | 提 名 | | --- | --- | --- | --- | --- | | 董 事 | | 委員會 | 委員會 | 委員會 | | 陳龍先生 | | | M | M | | 陳紹嘉先生 | | | | | | 袁偉健先生 | | C | M | C | | 紀 鈴 子女士 | | M | M | M | | 馬世欽先生 | | M | C | M | 附註： （股份代號：789） 董事名單與角色和職能 雅 天 妮 集 團 有 限 公 司 董 事 會（「董事會」）成 員 載 列 如 下。 執行董事 陳 龍 先 生（主 席） 陳 紹 嘉 先 生（執 行 總 裁） 獨立非執行董事 C 有關董事委員會的主席 M 有關董事委員會的成員 香港，二零二四年十一月一日 ...

雅天妮集團有限公司 （於百慕達註冊成立之有限公司） 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，並表明概不對因本公告全部或任何部份內容而產生 或因依賴該等內容而引致的任何損失承擔任何責任。 Artini Holdings Limited （股份代號：789） 執行董事辭任、 獨立非執行董事變更及 董事委員會組成變更 執行董事辭任 雅天妮集團有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈，謝海州先生 （「謝先生」）已辭任執行董事，自二零二四年十一月一日起生效，彼辭任的原因為有意專 注發展其他事務。 謝先生已確認與董事會並沒有任何意見分歧，亦無其他有關其辭任而需要香港聯合交易 所有限公司（「聯交所」）及本公司股東知悉的事項。 董事會謹此對謝先生在任期間對本公司所作出之寶貴貢獻衷心致謝。 獨立非執行董事辭任 董事會謹此宣佈，劉耀傑先生（「劉先生」）已辭任獨立非執行董事以及本公司審核委員會 （「審核委員會」）成員、提名委員會（「提名委員會」）成員及薪酬委員會（「薪酬委員會」） 成員，自二零二四年十一月一日起生效，彼辭任的原因為有意專注發 ...

Environmental Performance - The total greenhouse gas emissions for the year 2024 were 17.03 metric tons of CO2 equivalent, a decrease from 44.10 metric tons in 2023, representing a reduction of approximately 61.3%[23] - The total energy consumption for the year 2024 was 118 TJ, down from 191 TJ in 2023, indicating a reduction of about 38.3%[23] - The total water consumption for the year 2024 was 273.00 cubic meters, significantly lower than 633.97 cubic meters in 2023, reflecting a decrease of approximately 56.9%[23] - The company reported a total of 61.30 metric tons of packaging materials consumed in 2024, down from 67.01 metric tons in 2023, which is a reduction of about 8.1%[23] - The company is committed to maintaining long-term environmental sustainability and has implemented various policies to achieve resource conservation and waste reduction goals[128] Business Expansion and Strategy - The company expanded its business to include the sale of beauty and health products through its self-operated online platform during the fiscal year[10] - In the fourth quarter, the company leveraged its brand reputation to expand into the beauty and health product sales sector, targeting the market with a core positioning of "lifestyle fashion" and "lifestyle taste"[78] - The company aims to enhance market competitiveness and profitability by diversifying and providing high-quality products in the fashion accessories and beauty sectors[78] - The group plans to increase investment in the Chinese market to capture the trend of consumer upgrades towards high-end fashion accessories[81] - The group aims to enhance brand image and improve market penetration through online and offline channel integration[93] Financial Performance - The group's revenue for the year ending March 31, 2024, was approximately HKD 71,180,000, an increase of about 11.8% compared to HKD 63,692,000 in 2023[82] - The gross profit for the year was approximately HKD 15,860,000, a decrease of about 2.0% from HKD 16,179,000 in 2023, with a gross margin of 22.3%[96] - The net profit margin for the year was 9.6%, compared to a net loss margin of (2.25%) in 2023[91] - The group's profit for the year was approximately HKD 6,825,000, a turnaround from a loss of HKD 1,435,000 in 2023[100] - The group's other income net amount was approximately HKD 19,541,000, a significant increase from a loss of HKD 1,081,000 in 2023, primarily due to a foreign exchange gain of about HKD 18,866,000 from the deconsolidation of a subsidiary[97] Employee Management and Development - The company has a total of 44 employees, with 37 based in China and 7 in Hong Kong[28] - The employee turnover rate was reported at 51% as of March 31, 2023, indicating a significant level of employee movement[30] - Employee training statistics show a 100% training participation rate for both male and female employees, with average training hours of 12.6 for males and 13.2 for females[56] - The company emphasizes the importance of employee development and offers various training opportunities to promote continuous growth[47] - The company provides competitive compensation and additional employee benefits, including medical insurance and discounts on group products[128] Corporate Governance - The audit committee consists of three independent non-executive directors, with Mr. Yuan Weijian appointed as the chairman effective November 29, 2023[142] - The board of directors comprises three executive directors and three independent non-executive directors as of March 31, 2024[150] - The company has adhered to all provisions of the corporate governance code during the fiscal year ending March 31, 2024[150] - The company has established formal procedures for setting remuneration policies, linking them to corporate and individual performance[145] - The company has a shareholder communication policy that has been reviewed and deemed effective for the fiscal year ending March 31, 2024[191] Risk Management and Compliance - There were no significant incidents of non-compliance with occupational health and safety laws during the reporting period[32] - The company has not reported any significant incidents related to data breaches or non-compliance with privacy regulations during the reporting period[58] - The board is responsible for preparing financial statements that present a true and fair view of the company's financial position[167] - The audit committee's responsibilities include reviewing financial statements, risk management, and internal control systems[176] - The company has established an internal control department to manage compliance and monitoring, reporting directly to the board[196]

Financial Performance - For the fiscal year ending March 31, 2024, the group's total revenue was approximately HKD 71,180,000, representing an increase of about 11.8% compared to HKD 63,692,000 for the previous fiscal year[2]. - The group's gross profit for the fiscal year was approximately HKD 15,860,000, a decrease from HKD 16,179,000, resulting in a gross profit margin decline from approximately 25.4% to 22.3%[2]. - The net profit for the fiscal year was approximately HKD 6,825,000, a significant recovery from a net loss of HKD 1,435,000 in the previous year[2]. - Basic earnings per share for the fiscal year were approximately HKD 0.006, compared to a loss per share of HKD 0.001 in the previous year[9]. - The group reported other income of HKD 364,000, up from HKD 163,000 in the previous year[9]. - The group reported a profit before tax of HKD 6,795,000 for the year ended March 31, 2024[26]. - The company reported a net foreign exchange gain of HKD 20,785,000 compared to a gain of HKD 4,588,000 in the previous year[41]. - The group reported a net other income of approximately HKD 19,541,000, compared to a net loss of HKD 1,081,000 in the previous year[118]. Assets and Liabilities - Total assets less current liabilities amounted to HKD 119,458,000, down from HKD 130,438,000 in the previous year[10]. - The group's cash and bank balances decreased to HKD 44,201,000 from HKD 64,633,000 in the previous year[10]. - The total equity of the group was HKD 113,130,000, a decrease from HKD 130,396,000 in the previous year[10]. - Total assets amounted to HKD 150,209,000, with segment assets for fashion accessories at HKD 97,038,000 and beauty and health products at HKD 16,335,000[26]. - Total liabilities were HKD 37,079,000, with allocated liabilities of HKD 12,163,000 for fashion accessories and HKD 6,651,000 for beauty and health products[26]. - The total liabilities were HKD 23,926,000, with segment liabilities of HKD (15,026,000)[1]. - The group's cash and cash equivalents were approximately HKD 48,282,000 as of March 31, 2024, compared to HKD 18,886,000 in 2023, indicating a significant increase in liquidity[126]. - The capital debt ratio as of March 31, 2024, was approximately 32.8%, up from 18.3% in 2023, reflecting a change in the capital structure[126]. Business Segments - The group is engaged in the sale of fashion accessories and has expanded into beauty and health products through its self-operated online platform[6]. - Total revenue for the year ended March 31, 2024, was HKD 71,180,000, with fashion accessories contributing HKD 67,769,000 and beauty and health products contributing HKD 3,411,000[26]. - The fashion accessories segment achieved a profit of HKD 289,000, while the beauty and health products segment incurred a loss of HKD 59,000[26]. - The group has launched a new operating segment for the sale of beauty and health products, which is considered a new reportable segment[25]. - The company successfully expanded its sales into the beauty and health product sector during the year[81]. - The fashion accessories business recorded a slight increase in sales despite no significant improvement in the overall luxury goods industry[82]. - The group is focusing on expanding its presence in the Chinese market, anticipating continued consumer upgrades in high-end fashion accessories[115]. Operational Efficiency and Strategy - The company plans to continue focusing on market expansion and new product development to drive future growth[1]. - The group plans to enhance its online platform and continue its digital transformation to improve operational efficiency and decision-making capabilities[86]. - The group aims to diversify its product offerings and optimize its industry layout to ensure long-term profitability and sustainable development[86]. - The group is exploring new business opportunities to enhance shareholder value while consolidating its current operations[99]. - The group plans to enhance brand image and increase market penetration through online and offline channel integration[114]. - The group aims to expand its market share by launching more fashion accessories and lifestyle products to meet consumer demand[114]. - The group increased its investment in digital, platform, and social media marketing to strengthen its competitiveness in the lifestyle fashion industry[82]. Employee and Administrative Costs - The company's employee costs, including director remuneration, rose to HKD 6,794,000 in 2024 from HKD 4,380,000 in 2023[62]. - Administrative expenses increased by approximately 57.4% to HKD 12,450,000, mainly due to increased staffing costs and depreciation[119]. - As of March 31, 2024, the group had 44 employees, with total employee costs amounting to approximately HKD 6,794,000, an increase from HKD 4,380,000 in 2023[125]. Dividends and Taxation - The group has not proposed a final dividend for the fiscal year ending March 31, 2024[2]. - The company has no plans to declare dividends for the year ended March 31, 2024, consistent with the previous year[47]. - The company has no taxable profits in Hong Kong for the year ending March 31, 2024, and therefore did not recognize any provision for Hong Kong profits tax[67]. - The group has unutilized tax losses of approximately HKD 38,729,000 as of March 31, 2024, which can offset future profits[69]. Governance and Compliance - The company has adopted corporate governance principles and has complied with all relevant regulations throughout the year[130]. - The audit committee, composed entirely of independent non-executive directors, has reviewed the group's annual consolidated financial statements[131]. - There were no significant events occurring after the reporting period up to the date of this announcement[145]. - The company will issue its annual report for the year 2024 in due course to shareholders and publish it on its website[151].

Financial Performance - The group reported a loss of approximately HKD 4,147,000 for the period, compared to a loss of approximately HKD 2,111,000 for the six months ended September 30, 2022[11]. - The group's revenue for the six months ended September 30, 2023, was approximately HKD 23,387,000, a decrease of about 15.6% compared to HKD 27,712,000 for the same period in 2022[30]. - Gross profit for the same period was approximately HKD 4,830,000, down about 31.9% from HKD 7,092,000 in the prior year, resulting in a gross margin of approximately 20.7%[30]. - The net loss for the six months ended September 30, 2023, was HKD 4,147,000, compared to a net loss of HKD 2,111,000 in the previous year, representing an increase in loss of 96.5%[74]. - Total comprehensive expenses for the period amounted to HKD 10,994,000, slightly up from HKD 10,695,000 in 2022[74]. - The group reported a net loss before tax of HKD 4,147,000 for the current period, compared to a loss of HKD 2,111,000 in the same period last year, indicating a worsening of performance[120]. Expenses and Costs - Administrative expenses for the period were approximately HKD 5,216,000, an increase of 66.4% compared to HKD 3,135,000 for the six months ended September 30, 2022, primarily due to increased employee costs[11]. - Selling and distribution expenses increased by approximately 4.7% to about HKD 5,922,000, compared to HKD 5,656,000 for the same period last year, primarily due to increased marketing and promotional activities[30]. - The total employee cost, including directors' remuneration, was approximately HKD 2,509,000 for the period, with 23 employees as of September 30, 2023[39]. - Short-term employee benefits for key management personnel increased to HKD 1,140,000 for the six months ended September 30, 2023, compared to HKD 384,000 for the same period in 2022, representing a significant increase of approximately 196.9%[154]. Cash and Liquidity - As of September 30, 2023, the group's cash and cash equivalents amounted to approximately HKD 16,836,000, compared to HKD 18,886,000 as of March 31, 2023[20]. - The company's total equity decreased to HKD 119,402,000 as of September 30, 2023, from HKD 130,396,000 as of March 31, 2023[90]. - Cash and bank balances as of September 30, 2023, were HKD 16,836,000, down from HKD 18,886,000 as of March 31, 2023[90]. - The group has no borrowings as of September 30, 2023, maintaining a stable capital structure[20]. Market Outlook and Strategy - The overall demand for fashion accessories is expected to rise as global economic activities gradually recover[12]. - The company maintains an optimistic outlook for the Chinese market, anticipating that domestic demand will continue to drive growth under the government's "dual circulation" strategy[13]. - The company plans to further expand its market share in China, capitalizing on the increasing disposable income and living standards of consumers[13]. - The group is exploring opportunities in the health industry in China, believing it has significant potential due to increasing consumer health awareness[20]. - The group plans to expand its product range to include skincare and health products, enhancing both online and offline sales channels[20]. - The group plans to continue promoting its brands and expand its online marketing strategies through third-party retail platforms and social media[32]. - The company aims to enhance its brand image and market share by launching more fashion accessory products to meet consumer demand and explore new customer segments and markets[32]. Shareholder Information - The company has a significant shareholder, Rapid Development Limited, holding 708,018,397 shares, representing approximately 64.13% of the issued shares as of September 30, 2023[59]. - The group has a controlling interest of 64.13% in its issued share capital following a recent acquisition[21]. - The company has maintained a focus on enhancing shareholder value through strategic initiatives and effective governance practices[53][64]. Assets and Liabilities - The total assets for the group as of September 30, 2023, amounted to HKD 110,589,000, a decrease from HKD 121,805,000 as of September 30, 2022, representing a decline of approximately 9.1%[120]. - The group’s liabilities totaled HKD 9,324,000 as of September 30, 2023, down from HKD 11,542,000 in the previous year, reflecting a decrease of approximately 19.2%[120]. - Trade receivables decreased to HKD 48,103,000 from HKD 64,633,000 year-over-year[90]. - Inventory increased to HKD 45,230,000 as of September 30, 2023, compared to HKD 42,697,000 in the previous year[90]. Share Option Scheme - The 2019 Share Option Scheme was adopted on August 26, 2019, with a duration of ten years, aimed at rewarding participants who contributed to the group and enhancing the value of the company's shares[50]. - As of April 1, 2023, a total of 110,200,000 share options were granted, with 71,000,000 options held by ten advisors, including 11,000,000 options each for three specific advisors[51][65]. - The exercise price for the share options granted under the 2019 Share Option Scheme is HKD 0.197, with a validity period until July 14, 2023[50]. - The share options granted to employees and advisors are intended to align their interests with those of the company's shareholders[50]. - The company has not issued any stock options in the six months ended September 30, 2023, under the 2019 stock option plan[71].

Interim Results Announcement [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended September 30, 2023, the Group's revenue decreased by 15.6% to HK$23,387 thousand, with gross profit declining 31.9% to HK$4,830 thousand, resulting in an expanded loss of HK$4,147 thousand and basic and diluted loss per share of HK$0.004 | Indicator | For the six months ended September 30, 2023 (HK$ thousand) | For the six months ended September 30, 2022 (HK$ thousand) | | :-------------------------------------------- | :------------------------------------------------------- | :------------------------------------------------------- | | Revenue | 23,387 | 27,712 | | Cost of sales | (18,557) | (20,620) | | Gross profit | 4,830 | 7,092 | | Other income | 2 | 134 | | Other gains and losses, net | 2,163 | (525) | | Selling and distribution expenses | (5,922) | (5,656) | | Administrative expenses | (5,216) | (3,135) | | Finance costs | (4) | (21) | | Loss before income tax | (4,147) | (2,111) | | Income tax expense | – | – | | Loss for the period | (4,147) | (2,111) | | Exchange differences on translation of overseas operations | (6,847) | (8,584) | | Total comprehensive expense for the period | (10,994) | (10,695) | | Loss per share (HK$) | (0.004) | (0.002) | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of September 30, 2023, the Group's net assets decreased to HK$119,402 thousand from HK$130,396 thousand, with net current assets at HK$91,481 thousand, primarily due to reduced trade and other receivables | Indicator | As at September 30, 2023 (HK$ thousand) | As at March 31, 2023 (HK$ thousand) | | :-------------------------------------- | :-------------------------------------- | :---------------------------------- | | **Non-current assets** | | | | Property, plant and equipment | 110 | 211 | | Goodwill | 2,534 | 2,534 | | Right-of-use assets | 130 | 211 | | Intangible assets | 25,150 | 25,150 | | **Total non-current assets** | **27,924** | **28,106** | | **Current assets** | | | | Inventories | 45,230 | 42,697 | | Trade and other receivables | 48,103 | 64,633 | | Cash and bank balances | 16,836 | 18,886 | | **Total current assets** | **110,169** | **126,216** | | **Current liabilities** | | | | Trade and other payables | 7,834 | 12,224 | | Contract liabilities | – | 411 | | Lease liabilities | 123 | 168 | | Income tax payable | 10,731 | 11,081 | | **Total current liabilities** | **18,688** | **23,884** | | **Net current assets** | **91,481** | **102,332** | | **Total assets less current liabilities** | **119,405** | **130,438** | | **Non-current liabilities** | | | | Lease liabilities | 3 | 42 | | **Total non-current liabilities** | **3** | **42** | | **Net assets** | **119,402** | **130,396** | | **Total equity** | **119,402** | **130,396** | [Notes to the Condensed Consolidated Financial Statements](index=4&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section details the basis of preparation, accounting policies, and specific notes on key financial statement items and related party transactions [Basis of Preparation and Accounting Policies](index=4&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and Appendix 16 of the Listing Rules, applying new HKFRS standards with no significant impact on the Group's performance or financial position - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of Appendix 16 to the Listing Rules, and on a historical cost basis[12](index=12&type=chunk)[13](index=13&type=chunk) - The Group has adopted new and revised Hong Kong Financial Reporting Standards (HKFRS) issued by the Hong Kong Institute of Certified Public Accountants for the first time in the current interim period, including HKFRS 17 (Insurance Contracts), amendments to HKAS 1 and HKFRS Practice Statement 2 (Disclosure of Accounting Policies), amendments to HKAS 8 (Definition of Accounting Estimates), and amendments to HKAS 12 (Deferred Tax related to Assets and Liabilities arising from a Single Transaction, International Tax Reform - Pillar Two Model Rules)[6](index=6&type=chunk)[14](index=14&type=chunk) - The application of the amendments to HKFRS during the period had no significant impact on the Group's performance and financial position for the current and prior periods and/or the disclosures in these unaudited condensed consolidated financial statements[6](index=6&type=chunk) [Revenue and Segment Information](index=5&type=section&id=Revenue%20and%20Segment%20Information) The Group's revenue is primarily derived from the sale of fashion accessories products, categorized into online wholesale platform and other retail and distribution channels - The Group's revenue represents the net amounts of consideration received and receivable from the sale of fashion accessories products for the six months ended September 30, 2023 and 2022[33](index=33&type=chunk) - The Group's reportable and operating segments include the fashion accessories online wholesale platform (primarily wholesale of fashion accessories products through its self-operated online platform) and others (including offline wholesale channels for trading fashion accessories products through third-party retail online platforms and physical points of sale, global wholesale customers, and PRC wholesale customers)[7](index=7&type=chunk)[16](index=16&type=chunk) Revenue and Results by Reportable and Operating Segment (HK$ thousand) | Indicator | Platform (2023) | Others (2023) | Total (2023) | Platform (2022) | Others (2022) | Total (2022) | | :------------------------- | :-------------- | :------------ | :----------- | :-------------- | :------------ | :----------- | | Segment revenue - external sales | 22,418 | 969 | 23,387 | 22,942 | 4,770 | 27,712 | | Segment results | 817 | (1,053) | (236) | (321) | 179 | (143) | | Segment assets | 109,977 | 612 | 110,589 | 114,481 | 7,324 | 121,805 | | Segment liabilities | (7,994) | (1,330) | (9,324) | (8,301) | (3,241) | (11,542) | [Other Income, Gains and Losses, and Finance Costs](index=7&type=section&id=Other%20Income,%20Gains%20and%20Losses,%20and%20Finance%20Costs) Other income for the period was HK$2 thousand, a significant decrease from HK$134 thousand in the prior period, primarily due to government grants received previously, while net other gains and losses were HK$2,163 thousand, mainly from exchange gains, and finance costs were HK$4 thousand, primarily for lease liabilities interest Other Income (HK$ thousand) | Item | For the six months ended September 30, 2023 | For the six months ended September 30, 2022 | | :----------- | :------------------------------------------ | :------------------------------------------ | | Interest income | – | 1 | | Government grants | – | 110 | | Others | 2 | 23 | | **Total** | **2** | **134** | Other Gains and Losses, Net (HK$ thousand) | Item | For the six months ended September 30, 2023 | For the six months ended September 30, 2022 | | :------------------- | :------------------------------------------ | :------------------------------------------ | | Miscellaneous income | 87 | – | | Exchange (

Environmental Impact - As of March 31, 2023, the total greenhouse gas emissions amounted to 44.10 metric tons of CO2 equivalent, a decrease from 53.29 metric tons in 2022, representing a reduction of approximately 17.5%[23] - The company aims to reduce greenhouse gas emissions density by 2% by 2026 compared to the fiscal year ending March 31, 2023[21] - Total energy consumption for the year was 53,209 kWh, down from 64,300 kWh in the previous year, indicating a reduction of approximately 17.3%[23] - Water consumption totaled 633.97 cubic meters, a decrease from 766.12 cubic meters in 2022, reflecting a reduction of about 17.3%[23] - The company has set a target to reduce waste density by 2% by 2026 compared to the fiscal year ending March 31, 2023[21] - The company has not reported any significant violations of environmental laws during the reporting period[20] - The company has established a governance framework for environmental, social, and governance (ESG) issues, with regular reporting to management and the board[21] - The company is committed to sustainable development and has implemented various green operations initiatives in its offices[20] - The company has not established specific targets for emissions and waste reduction, although it is actively working to minimize negative environmental impacts[50] - The report does not include water usage data for the Hong Kong office due to the property management's inability to provide individual tenant data[38] - The company has not disclosed complete data on fuel consumption and navigation kilometers for its vehicles during the reporting period, affecting the environmental data on emissions and greenhouse gases[38] - The governance structure includes a board statement on the oversight of environmental, social, and governance (ESG) matters, including risk assessment processes[47] - The report emphasizes the importance of stakeholder engagement in identifying significant ESG factors[47] Financial Performance - The total revenue for the fiscal year ended March 31, 2023, was approximately HKD 63,692,000, a decrease of about 17% compared to HKD 76,968,000 in the previous year[67] - Gross profit for the fiscal year was approximately HKD 16,179,000, an increase of about 15% from HKD 14,053,000 in the previous year, resulting in a gross margin of approximately 25%[67] - The company reported a loss of approximately HKD 1,435,000 for the fiscal year, compared to a loss of HKD 22,377,000 in the previous year[67] - Sales and distribution expenses were approximately HKD 10,253,000, a significant reduction of about 57% from HKD 23,701,000 in the previous year[67] - Administrative expenses for the fiscal year were approximately HKD 7,908,000, a decrease of about 12% from HKD 9,015,000 in the previous year[62] - Revenue for the fiscal year 2023 was HKD 63,692 million, a decrease from HKD 76,968 million in 2022, representing a decline of approximately 17.2%[85] - Gross profit increased to HKD 16,179 million, resulting in a gross margin of 25.4%, up from 18.3% in the previous year[85] - The company reported a net loss of HKD 1,435 million, an improvement compared to a net loss of HKD 22,377 million in 2022[85] - Current assets decreased to HKD 126,216 million from HKD 130,696 million, while current liabilities increased to HKD 23,884 million from HKD 22,461 million[85] - The overall equity decreased to HKD 130,396 million from HKD 140,752 million, reflecting a decline in total assets[85] Employee and Governance - The company has established a competitive compensation system to attract and retain talent, with salaries composed of base pay, position allowances, and other subsidies[25] - The workforce consists of 16 employees in China and 9 employees in Hong Kong, with a gender distribution of 10 male and 15 female employees[27] - The company is committed to maintaining a "zero" workplace injury environment and provides medical insurance for employees[29] - There were no significant violations related to child labor and forced labor laws during the reporting period[25] - Employees are encouraged to participate in various vocational training programs to enhance their skills and competencies[30] - The company has a strong emphasis on corporate governance, ensuring accountability to shareholders[130] - The board consists of three executive directors and three independent non-executive directors as of March 31, 2023[130] - The company has adopted the corporate governance code and has complied with all provisions during the reporting period[130] - The board's main functions include considering and approving the group's strategy, financial targets, annual budgets, and investment proposals[131] - The company secretary assists the chairman in preparing meeting agendas, ensuring all directors receive accurate and timely information[131] - The company has established a regular schedule for board meetings, with notices sent at least 14 days in advance[131] - The board is responsible for reviewing and monitoring compliance with legal and regulatory requirements[132] - The independent non-executive directors bring diverse experience and expertise to the board[131] - The company has achieved gender diversity in its workforce, with a ratio of 10 males for every 15 females, an improvement from 5 males for every 22 females last year[146] - The company emphasizes the importance of a diverse board for sustainable development and effective governance[145] - The remuneration policy includes a discretionary bonus for directors, subject to approval by the remuneration committee[140] - The company has adopted share option plans in 2008 and 2019 to incentivize directors and executives[141] - The board's training and professional development are regularly reviewed to ensure compliance with governance standards[151] - The company recognizes the value of diverse cognitive abilities in decision-making and innovation within teams[146] Market Strategy and Operations - The company remains optimistic about the Chinese market, anticipating continued growth in consumer demand driven by rising disposable income and living standards[62] - The company is focusing on cost reduction measures, including freezing non-essential operating expenses and optimizing internal cost structures[62] - The company plans to expand its online presence and marketing strategies to enhance brand visibility and capture new market segments[62] - The company is exploring opportunities in the health and wellness sector, recognizing its potential for growth[64] - The majority of the company's revenue is generated from China and the Americas, accounting for approximately 95.7% of total segment revenue[72] - The company is focusing on expanding its online sales platform and enhancing customer relationships through procurement agreements with major clients[92][94] - The company aims to reduce reliance on specific regional customers and suppliers by expanding its overseas market presence[94] - The management plans to continuously review product quality, stock-out rates, and delivery times to ensure stable supply sources[94] - The company is committed to product innovation and technology development, with ongoing efforts to launch new products[80] - The group launched hundreds of new products weekly to meet diverse customer demands[96] - The group has established total procurement agreements with several major customers to enhance business relationships[96] - The group is committed to optimizing its online wholesale platform to enhance customer shopping experiences[96] - The group has implemented various online marketing strategies to attract new customers and increase engagement[96] - The group has entered into a non-binding investment intention agreement for a potential transaction involving the sale of 708,018,397 shares, representing approximately 64.13% of the company's issued share capital[114] - The group's business operations and performance have been significantly impacted by the COVID-19 pandemic, with five major customers accounting for approximately 82.8% of the revenue in the fashion accessories platform segment[115] - As of March 31, 2023, over 44.9% of the trade payables have been settled, indicating a stable relationship with suppliers[121] Risk Management and Compliance - The company has implemented a privacy protection policy and has not reported any major data leakage incidents during the reporting period[32] - The company adheres to local laws and regulations regarding intellectual property rights and prohibits the use of pirated software[32] - The company has not been aware of any significant non-compliance incidents related to product liability during the reporting period[32] - The company maintains a strong corporate governance framework, strictly adhering to anti-bribery and anti-corruption laws[32] - The audit committee held three meetings during the year, ensuring oversight of external auditor independence and remuneration[137] - The remuneration committee convened once, with all members present, to review executive compensation based on company performance and market statistics[138] - The nomination committee evaluated the board's composition and diversity, adhering to the nomination policy established in November 2018[143] - The company has implemented a shareholder communication policy to ensure timely and balanced information dissemination to shareholders and potential investors[170] - The independent non-executive directors have confirmed their independence according to the relevant listing rules, ensuring good corporate governance practices[156] - The company’s management is authorized to handle daily operations, with significant strategic decisions requiring board approval[156] - The company’s board members are committed to ongoing professional development and training to stay informed about regulatory changes and business environment[156] - The board of directors is responsible for the company's risk management and internal control systems, which are reviewed for effectiveness at least twice a year[175] - The internal control report covering all significant control aspects, including financial and operational matters, has been submitted to the board and audit committee[176] - The company encourages shareholders to access communications via its website to reduce environmental impact[175] - The board has a responsibility to ensure the financial statements present a true and fair view of the company's financial position and performance[189] - The company has a designated contact for shareholder inquiries to facilitate communication[175] - The audit committee reviews the internal audit department's results and recommendations at least twice a year[175]

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）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。 Artini Holdings Limited 雅天妮集團有限公司 （於百慕達註冊成立的有限公司） （股份代號：789） 截至二零二三年三月三十一日止年度之 全年業績公告 本公告乃根據聯交所證券上市規則（「上市規則」）第13.09(2)(a)及第13.49(1)條而刊 發。 雅天妮集團有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈本公司及其 附屬公司（統稱「本集團」）截至二零二三年三月三十一日止年度（「本年度」）的綜合 業績，連同截至二零二二年三月三十一日止上一財政年度的比較數字如下： 綜合損益及其他全面收益表 截至二零二三年三月三十一日止年度 二零二三年 二零二二年 附註 千港元 千港元 收益 4 63,692 76,968 銷售成本 (47,513) (62,915) ...

Financial Performance - The group's revenue for the period was approximately HKD 27,712,000, a decrease of about 40.2% compared to HKD 46,316,000 for the same period last year[18]. - Gross profit for the period was approximately HKD 7,092,000, down about 33.3% from HKD 10,625,000 in the previous year, with a gross margin of approximately 25.6%[19]. - The group recorded a loss of approximately HKD 2,111,000 for the period, an improvement from a loss of HKD 5,430,000 in the same period last year[22]. - Total comprehensive loss for the period was HKD 10,695 thousand, significantly higher than HKD 3,679 thousand in the prior year[73][78]. - The company reported a net loss of HKD 2,111 thousand for the six months ended September 30, 2022, compared to a net loss of HKD 5,430 thousand in the same period of 2021[73][78]. - The company incurred a loss before tax of HKD (2,111,000) for the six months ended September 30, 2022, compared to a loss of HKD (5,074,000) for the same period in 2021, indicating an improvement in performance[92]. Expenses and Cost Management - Selling and distribution expenses were approximately HKD 5,656,000, a reduction of about 51.4% from HKD 11,646,000 in the same period last year[20]. - Administrative expenses decreased to approximately HKD 3,135,000, down about 20.0% from HKD 3,920,000 in the previous year[21]. - The group implemented cost control measures, significantly reducing sales and distribution expenses by approximately HKD 5,990,000[14]. - The total employee cost for the period, including director remuneration, was approximately HKD 2,290,000[36]. - The total remuneration paid to directors and key management personnel for the six months ended September 30, 2022, was HKD 398,000, a decrease from HKD 432,000 in the same period of 2021, representing a decline of about 8%[120]. Inventory and Cash Management - Inventory was maintained to ensure operational continuity despite supplier disruptions, strengthening relationships with suppliers[15]. - Cash and bank balances decreased to HKD 21,572 thousand from HKD 35,758 thousand, reflecting a decline of 39.5%[75]. - The total cash and cash equivalents at the end of the reporting period were HKD 21,572,000, down from HKD 33,141,000 at the end of the same period in 2021[80]. - The company's total assets decreased to HKD 118,938 thousand from HKD 130,696 thousand, a reduction of 9.0%[75]. - The company's equity decreased to HKD 130,057 thousand as of September 30, 2022, down from HKD 140,752 thousand as of March 31, 2022, a decline of 7.6%[75]. Market Conditions and Strategic Focus - The decline in performance was primarily attributed to the resurgence of COVID-19 in China, global inflation, and geopolitical instability affecting demand[12]. - The group anticipates ongoing challenges in the global economy but remains committed to strategic adjustments to mitigate negative impacts[14]. - The group is focused on expanding new product categories and enhancing supply chain capabilities to drive revenue growth[25]. - The group will continue to monitor geopolitical instability and inflation impacts on consumer sentiment[25]. - The focus on optimizing internal cost structures is expected to support future operational efficiency[15]. Shareholder Information and Stock Options - As of September 30, 2022, the beneficial ownership of shares by Mr. Xie is 730,018,397 shares, representing approximately 66.13% of the issued shares[47]. - The company has a total of 705,053,597 shares held by Lihua Investment Limited, which accounts for 63.87% of the issued shares as of September 30, 2022[52]. - The stock options plan adopted on August 26, 2019, allows for the issuance of stock options, with 11,000,000 options granted to Mr. Xie, Ms. Yu, and Mr. Xie Jianlong, all valid until July 14, 2023[58]. - The stock options granted to employees total 6,200,000, with an exercise price of HKD 0.197, valid until July 14, 2023[58]. - The beneficial ownership structure indicates a significant concentration of shares among key individuals, primarily Mr. Xie and Ms. Yu[49]. Government Support and Subsidies - The company received government subsidies amounting to HKD 110,000 under the "Employment Support Scheme" during the reporting period[97].

Financial Performance - The total revenue for the fiscal year ended March 31, 2022, was approximately HKD 76,968,000, a decrease of about 3.6% compared to HKD 79,397,000 in the previous year[18]. - The fashion accessories business generated revenue of approximately HKD 61,866,000, representing a year-on-year increase of 39.6% from HKD 44,310,000[18]. - The gross profit for the year was approximately HKD 14,053,000, compared to HKD 9,197,000 in the previous year[18]. - The net loss for the year was approximately HKD 22,377,000, a reduction of about 16.5% from a loss of HKD 26,621,000 in the previous year[18]. - The group's revenue for the year 2022 was approximately HKD 76,968,000, a decrease of about 3.1% compared to HKD 79,397,000 in 2021[31]. - Gross profit for the year 2022 was approximately HKD 14,053,000, an increase of about 52.8% from HKD 9,197,000 in 2021, resulting in a gross margin of 18.3%[31]. - The group reported a loss of approximately HKD 22,377,000 for the year 2022, compared to a loss of HKD 26,621,000 in 2021[31]. - Administrative expenses for the year were approximately HKD 9,015,000, a reduction of about 53.6% from HKD 19,439,000 in 2021 due to cost control measures[31]. - Sales and distribution expenses increased by approximately 120.9% to HKD 23,701,000 in 2022 from HKD 10,727,000 in 2021, primarily due to logistics and marketing costs[31]. Market Strategy and Development - The company is actively developing a new product line of semi-precious products to diversify its offerings and reduce the impact of seasonal trends[22]. - The company remains optimistic about the Chinese market, anticipating continued growth in consumer demand driven by the government's "dual circulation" strategy[23]. - The company plans to invest more resources to further expand its market share in China as disposable income and living standards rise[23]. - The company aims to enhance its brand image and expand its online marketing strategies through social media and third-party retail platforms[23]. - The group aims to expand its customer base and geographical presence in three main regions: Mainland China, North America, and Europe[38]. - The group has shifted significantly from offline marketing to online sales platforms, capitalizing on emerging market opportunities[38]. - The group plans to continue launching hundreds of new products weekly to meet diverse customer demands and stay aligned with global fashion trends[43]. Financial Position and Assets - The total assets less current liabilities as of March 31, 2022, were approximately HKD 141,037,000, down from HKD 160,919,000 in 2021[28]. - The group's cash and cash equivalents were approximately HKD 35,758,000 as of March 31, 2022, compared to HKD 18,901,000 in 2021[34]. - The capital structure remained unchanged, with a capital debt ratio of approximately 16.2% as of March 31, 2022, compared to 15.2% in 2021[34]. - The group has no plans to pay dividends for the year, consistent with the previous year[31]. - The group has no significant contingent liabilities as of March 31, 2022, indicating a stable financial position[38]. Governance and Compliance - The board consists of four executive directors and three independent non-executive directors as of March 31, 2022[68]. - The company has adopted the corporate governance code and has complied with all provisions during the reporting period[68]. - The board is responsible for reviewing and monitoring compliance with legal and regulatory requirements[73]. - The company has established a code of conduct applicable to employees and directors[73]. - The Audit Committee is responsible for reviewing the financial statements and ensuring the effectiveness of the internal control systems[80]. - The company ensures that all independent non-executive directors are independent and have received training on their duties and responsibilities[79]. - The company has a clear policy for determining the remuneration of directors based on performance, experience, and market statistics[89]. Sustainability and Environmental Impact - The group aims to reduce greenhouse gas emissions density by 2% by the fiscal year ending March 31, 2025, compared to the fiscal year ending March 31, 2022[164]. - The group targets a 2% reduction in waste density by the fiscal year ending March 31, 2025, compared to the fiscal year ending March 31, 2022[164]. - The group plans to decrease electricity and fuel consumption density by 2% by the fiscal year ending March 31, 2025, compared to the fiscal year ending March 31, 2022[164]. - The group aims to lower water consumption density by 2% by the fiscal year ending March 31, 2025, compared to the fiscal year ending March 31, 2022[164]. - The group has not reported any significant violations of environmental laws during the reporting period[162]. - The company has implemented various measures to reduce paper and office supplies consumption, promoting a "paperless" office concept[172]. - The company actively seeks to reduce water consumption through green office policies and employee awareness initiatives[172]. Employee Relations and Workforce - The company employed 27 employees as of March 31, 2022, with a turnover rate of 0.58%[181]. - The employee training statistics show that 7.69% of male employees and 15.38% of female employees received training in 2022, with an average training duration of 5 hours[193]. - The company has established a zero-injury work environment and has not reported any work-related injuries or fatalities during the reporting period[189]. - The company has a clear policy against child and forced labor, ensuring compliance with local laws and regulations[180]. - The company provides competitive compensation packages to attract and retain talent, including overtime pay and social insurance[178]. Customer Relations and Data Protection - The company reported a commitment to providing high-quality products and services, aiming to build customer loyalty and lead in the fashion accessories market[198]. - The online platform has implemented Secure Sockets Layer (SSL) encryption technology for data transmission, ensuring customer personal data protection[198]. - The company has not encountered any significant incidents related to data leakage or customer privacy complaints during the reporting period[198]. - The company has established an anti-corruption policy and whistleblowing policy applicable to all employees, ensuring protection for those reporting unethical behavior[200].