香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部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。 （股份代號：986） （於百慕達註冊成立之有限公司） 股東週年大會通告 茲通告杜甫酒業集團有限公司（「本公司」）謹訂於二零二五年八月二十九日（星期 五）上午十時正假座香港皇后大道中99號中環中心12樓2室舉行股東週年大會（「股 東週年大會」），以考慮及酌情通過下列決議案： 中 國 環 保 能 源 投 資 有 限 公 司 * （ 前稱China Environmental Energy Investment Limited 中國環保能源投資有限公司* ） Dufu Liquor Group Limited 杜甫酒業集團有限公司 1 1. 考慮及省覽截至二零二五年三月三十一日止年度之本公司經審核綜合財務報 表及董事會報告以及核數師報告； 2. 重選劉俊先生為本公司執行董事； 3. 重選黎夏女士為本公司執行董事； 4. 重選楊曉慶女士為本公司非執行董事； 5. 重選姚道華先生為本公司獨立非執行董事； 6. 重 ...

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 閣下之持牌證券交易商或註冊證券機構、銀行經理、律師、 專業會計師或其他專業顧問。 閣下如已出售或轉讓名下所有杜甫酒業集團有限公司之股份，應立即將本通函及隨附之代表委任表格送交買主或承讓人， 或經手買賣或轉讓之銀行、持牌證券交易商或其他代理商，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。 杜甫酒業集團有限公司謹訂於二零二五年八月二十九日（星期五）上午十時正假座香港皇后大道中99號中環中心12樓2室舉行 股東週年大會，召開大會之通告載於本通函第19至23頁。隨函附奉股東週年大會適用之代表委任表格。此代表委任表格亦刊 載於聯交所之網站(www.hkexnews.hk)及本公司之網站(www.dufu.com.hk) 內。 無論 閣下能否出席股東週年大會，務請將隨附之代表委任表格按其上印列之指示填妥及簽署，並盡早交回本公司之香港股 份過戶登記分處聯合證券登記有限 ...

[Company Information](index=2&type=section&id=Company%20Information) During the reporting period, the company's board and committee members underwent several changes, including appointments and resignations of the Chairman, independent non-executive directors, and company secretary - During the reporting period, the company's board and committee members underwent several changes, including appointments and resignations of the Chairman, independent non-executive directors, and company secretary[8](index=8&type=chunk) [Chairman's Statement and Management Discussion and Analysis](index=4&type=section&id=Chairman%27s%20Statement%20and%20Management%20Discussion%20and%20Analysis) The Group achieved a turnaround to profit this year, primarily due to the reversal of expected credit losses on loans and interest receivables, with the lending business showing continuous growth and becoming the main profit contributor, while the jewelry design and marketing business declined due to macroeconomic uncertainties, maintaining a robust financial position with enhanced liquidity and a low gearing ratio [Financial Review](index=4&type=section&id=Financial%20Review) For the year ended March 31, 2025, the Group's total revenue slightly increased by 1.86% to HKD 67.28 million, gross profit grew by 15.6% to HKD 34.53 million with gross margin improving to 51.32%, and the most significant change was achieving an annual profit of HKD 30.39 million, a turnaround from a loss of HKD 18.51 million in the prior year, primarily driven by a reversal of expected credit losses of approximately HKD 16.31 million compared to a provision of HKD 30.72 million in the previous year Key Financial Indicators for FY2025 | Indicator | 2025 Fiscal Year ('000 HKD) | 2024 Fiscal Year ('000 HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 67,280 | 66,050 | +1.86% | | - Jewelry Design and Marketing | 34,430 | 37,900 | -9.16% | | - Lending Business | 32,860 | 28,150 | +16.73% | | **Gross Profit** | 34,530 | 29,870 | +15.6% | | **Gross Margin** | 51.32% | 45.22% | +6.1 pp | | **Annual Profit/(Loss)** | 30,390 | (18,510) | Turnaround to Profit | | **Expected Credit Loss Reversal/(Provision)** | 16,310 | (30,720) | N/A | [Business Review](index=4&type=section&id=Business%20Review) The Group primarily operates in jewelry design and marketing and lending businesses, with the jewelry segment experiencing revenue decline and a shift from profit to loss due to economic uncertainties in mainland China, while the lending business demonstrated strong performance with increased interest income, borrower numbers, and total loan principal, becoming the main driver of the Group's results, supported by strict compliance with moneylenders ordinances and a robust credit assessment and risk monitoring system [Jewelry Design and Marketing Business](index=4&type=section&id=Jewelry%20Design%20and%20Marketing%20Business) This year, jewelry business revenue decreased to HKD 34.43 million, resulting in a pre-tax operating loss of HKD 1.13 million, compared to a profit of HKD 0.28 million in the prior year, primarily due to consumer conservatism on non-essential spending amid economic uncertainties in mainland China after the lifting of pandemic restrictions Jewelry Business Performance | Indicator | 2025 Fiscal Year ('000 HKD) | 2024 Fiscal Year ('000 HKD) | | :--- | :--- | :--- | | Revenue | 34,430 | 37,900 | | Operating Profit/(Loss) Before Tax | (1,130) | 280 | - Despite the lifting of COVID-19 restrictions in mainland China, economic, employment, and income uncertainties led consumers to be more conservative in spending on non-essential items like jewelry, impacting business performance[17](index=17&type=chunk) [Lending Business](index=5&type=section&id=Lending%20Business) The lending business, operated by wholly-owned subsidiary Wai Cheung Finance in Hong Kong, generated significant year-on-year growth in interest income to HKD 32.86 million, with total loan principal increasing to approximately HKD 343 million and borrower numbers rising to 142 by year-end, supported by stringent credit assessment, due diligence, and loan monitoring mechanisms, and benefiting from a reversal of expected credit losses on loans and interest receivables of approximately HKD 24.26 million due to reduced global economic risk factors, with no actual bad debts incurred this year Lending Business Operating Data (as of Fiscal Year-End) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Interest Income (Annual) | HKD 32.86 million | HKD 28.15 million | | Number of Borrowers | 142 | 122 | | Total Loan Principal | HKD 342.88 million | HKD 311.14 million | | Average Annual Interest Rate | 10.70% | 10.58% | | Loan Tenor | 1 to 3 years | 1 to 4 years | | Expected Credit Loss Provision | HKD 46.54 million | HKD 63.10 million | - The Group has established a comprehensive policy and procedure manual covering loan approval, renewal, recovery, compliance monitoring, and anti-money laundering, conducting detailed credit assessments and due diligence on potential clients before granting loans[19](index=19&type=chunk)[20](index=20&type=chunk) - This year's reversal of expected credit losses on loans and interest receivables amounted to approximately **HKD 24.26 million**, primarily due to reduced global economic risk factors, with the Group incurring no actual bad debts during the year[23](index=23&type=chunk) [Liquidity and Financial Resources](index=8&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's net current assets significantly increased to approximately HKD 269 million from HKD 115 million in the prior year, with total interest-bearing borrowings at approximately HKD 32.97 million, and the gearing ratio (net debt/total equity + net debt) slightly rising from 6.77% to 9.03%, remaining at a healthy level Liquidity and Financial Position (as of Fiscal Year-End) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Net Current Assets | HKD 268.67 million | HKD 114.86 million | | Cash and Cash Equivalents | HKD 0.22 million | HKD 0.35 million | | Total Interest-Bearing Borrowings | HKD 32.97 million | HKD 26.26 million | | Gearing Ratio | 9.03% | 6.77% | [Prospects and Other Matters](index=8&type=section&id=Prospects%20and%20Other%20Matters) Looking ahead, the Board will continue to review the existing business portfolio and seek suitable investment opportunities to broaden revenue streams and diversify the business, with no significant acquisition, disposal, or major investment plans during the reporting period, and no annual dividend recommended, while the Group's employee count significantly decreased to 7 from 25 in the prior year - The Directors will continue to review the existing business portfolio and seek suitable investment opportunities to broaden revenue streams and achieve business portfolio diversification[28](index=28&type=chunk) - The Board does not recommend the payment of a dividend for the year ended March 31, 2025[36](index=36&type=chunk) - As of March 31, 2025, the Group's employee count was **7**, a significant reduction from **25** in the prior year[38](index=38&type=chunk) [Corporate Governance Report](index=10&type=section&id=Corporate%20Governance%20Report) The Company is committed to maintaining high levels of corporate transparency and accountability, having adopted the principles of the HKEX Corporate Governance Code and complied with its code provisions throughout the reporting period, with the report detailing the Board's structure and responsibilities, the composition and work of various committees (Executive, Remuneration, Audit, Nomination), risk management and internal control systems, and communication mechanisms with shareholders to protect their rights [Board of Directors](index=10&type=section&id=A.%20Board%20of%20Directors) The Board is responsible for leading, controlling, and managing the Company, overseeing the Group's business, strategy, and performance, and is composed of executive, non-executive, and independent non-executive directors in compliance with Listing Rules, having reviewed corporate governance policies, director training, securities dealing code compliance, and board diversity policy during the reporting period, deeming them appropriate and effective - The Board believes that the Company has complied with the code provisions set out in the Corporate Governance Code for the year ended March 31, 2025[42](index=42&type=chunk) - The Board currently comprises **7** members, including **3** executive directors, **1** non-executive director, and **3** independent non-executive directors, complying with Listing Rules regarding the number and professional qualifications of independent non-executive directors[47](index=47&type=chunk) - During the reporting period, attendance at Board and committee meetings was generally high, and all directors confirmed compliance with continuous professional development requirements[53](index=53&type=chunk)[54](index=54&type=chunk) [Board Committees](index=15&type=section&id=B.%20Board%20Committees) The Board has four committees: Executive, Remuneration, Audit, and Nomination, with the Executive Committee handling daily management, the Remuneration Committee reviewing compensation policies and director/senior management remuneration, the Audit Committee overseeing financial reporting, internal controls, and risk management, and the Nomination Committee reviewing board structure and nominating directors, all composed of directors with relevant expertise and fulfilling their duties during the reporting period - The Audit Committee, composed of **three** independent non-executive directors, is primarily responsible for reviewing financial statements, assessing internal control and risk management systems, and recommending the appointment of external auditors to the Board[65](index=65&type=chunk)[66](index=66&type=chunk) - The Remuneration Committee, with a majority of independent non-executive directors, is responsible for recommending the Company's remuneration policy and the compensation of executive directors and senior management to the Board[63](index=63&type=chunk) - The Nomination Committee, with a majority of independent non-executive directors, is responsible for regularly reviewing the Board's structure, size, and composition, and recommending the appointment or re-appointment of directors to the Board[70](index=70&type=chunk) [Risk Management and Internal Control](index=18&type=section&id=D.%20Risk%20Management%20and%20Internal%20Control) The Board bears ultimate responsibility for the Group's risk management and internal control systems, which are designed to manage rather than eliminate risks, with a top-down and bottom-up risk management framework encompassing identification, assessment, internal control, mitigation, and monitoring, and an annual independent evaluation by external consultants, leading the Board to conclude the system was effective and sound as of the fiscal year-end - The Board confirms its responsibility to continuously review the effectiveness of the risk management and internal control systems, which are designed to manage rather than eliminate the risk of failing to achieve business objectives[74](index=74&type=chunk) - The Group engaged external consultants to conduct an annual independent assessment of the risk management and internal control systems, with the Board concluding that the system was effective and sound as of the fiscal year-end[81](index=81&type=chunk) [Communication with Shareholders and Investors](index=22&type=section&id=H.%20Communication%20with%20Shareholders%20and%20Investors) The Company prioritizes effective communication with shareholders, disclosing information promptly through its website, general meetings, announcements, and financial reports, and clearly outlining shareholders' rights and procedures for convening extraordinary general meetings, proposing resolutions, and nominating director candidates to safeguard their interests - The Company maintains a website (www.dufu.com.hk) as a communication platform with shareholders and investors, providing contact information for written inquiries[88](index=88&type=chunk) - The report details the specific procedures and requirements for shareholders to convene extraordinary general meetings, propose resolutions, and nominate directors, safeguarding shareholder rights[89](index=89&type=chunk)[90](index=90&type=chunk) [Environmental, Social and Governance Report](index=24&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report outlines the Group's Environmental, Social, and Governance (ESG) strategies, initiatives, and performance, with a governance structure overseen by the Board and executed by the ESG working group, demonstrating commitment to reducing emissions and resource consumption with set targets, and addressing employee rights, health and safety, supply chain management, product responsibility, and anti-corruption through relevant policies to fulfill corporate social responsibility [A. Environment](index=28&type=section&id=A.%20Environment) The Group is committed to sustainable development and has set environmental targets, achieving year-on-year reductions in greenhouse gas emissions and total energy consumption intensity, meeting its goals, while waste gas emissions decreased, but non-hazardous waste intensity did not meet targets, and the Group has implemented an Environmental Protection Policy covering emissions management, resource use, environmental protection, and climate change response, continuously monitoring relevant performance Key Environmental Performance Indicators | Indicator | Unit | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tonnes of CO2e | 10.83 | 13.58 | | Greenhouse Gas Emissions Intensity | tonnes of CO2e/HKD million revenue | 0.16 | 0.21 | | Total Non-Hazardous Waste | kg | 385.28 | 387.28 | | Non-Hazardous Waste Intensity | kg/HKD million revenue | 5.73 | 5.86 | | Total Energy Consumption | MWh | 30.95 | 38.78 | | Energy Consumption Intensity | MWh/HKD million revenue | 0.46 | 0.59 | - The Group has formulated a Climate Change Policy to assess and address physical risks like extreme weather and transition risks such as tightening climate-related regulations, integrating these considerations into business planning[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) [B. Society](index=36&type=section&id=B.%20Society) In terms of social responsibility, the Group prioritizes employee equality, health, and safety, providing training and development opportunities, with a significant reduction in employee numbers by year-end, but an increase in the percentage of trained employees to 100%, strictly adhering to labor standards, prohibiting child and forced labor, assessing environmental and social risks of suppliers, focusing on product quality, customer privacy protection, and intellectual property, and establishing an anti-corruption policy and whistleblowing mechanism with relevant training for directors and employees Employee Profile (as of Fiscal Year-End) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Employees | 7 | 25 | | Overall Employee Turnover Rate | 19% | 64% | | Percentage of Trained Employees | 100% | 28% | | Average Training Hours per Employee | 8.29 hours | 2.32 hours | - The Group has formulated Sales and Procurement Policy and Sustainable Supply Chain Policy to regularly assess suppliers' performance in environmental, social, corporate governance, and business ethics aspects[143](index=143&type=chunk) - The Group has established an anti-corruption system, including a Code of Conduct, Anti-Fraud Policy, and Whistleblowing Policy, providing approximately **3.5 hours** of anti-corruption training to **5** directors and **1** employee[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) [Directors' Report](index=54&type=section&id=Directors%27%20Report) This report outlines the Company's statutory disclosures for the year ended March 31, 2025, covering principal activities, business review, a five-year financial summary, compliance, director and senior management information, major customers and suppliers, share capital structure, and public float, noting that the Group's top five customers accounted for 35.6% of total sales, and top five suppliers accounted for 100% of total purchases, with the Company complying with Listing Rules regarding public float [Financial Summary](index=54&type=section&id=Financial%20Summary) The report provides a summary of results, assets, and liabilities for the past five fiscal years, showing the Group achieved an annual profit of HKD 30.39 million in FY2025, a significant improvement from losses in the preceding two years, and net assets increased from HKD 332 million in FY2024 to HKD 367 million Five-Year Financial Summary (Continuing Operations) | For the Year Ended March 31 ('000 HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 67,283 | 66,052 | 68,472 | 108,907 | 105,651 | | **Profit/(Loss) for the Year** | 30,386 | (18,513) | (14,461) | 604 | 4,447 | | **Net Assets** | 367,133 | 332,004 | 366,564 | 374,153 | 309,437 | [Major Customers and Suppliers](index=56&type=section&id=Major%20Customers%20and%20Suppliers) During the reporting period, the Group's customer concentration was relatively moderate, with the top five customers accounting for 35.6% of total sales and the largest customer at 8.5%, while supplier concentration was extremely high, with the top five suppliers accounting for 100% of total purchases and the largest supplier at 78.5% - The top five customers accounted for approximately **35.6%** of total sales, with the largest customer accounting for approximately **8.5%**[187](index=187&type=chunk) - The top five suppliers accounted for approximately **100.00%** of total purchases, with the largest supplier accounting for approximately **78.5%**[189](index=189&type=chunk) [Independent Auditor's Report](index=62&type=section&id=Independent%20Auditor%27s%20Report) Longview (Hong Kong) CPA Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming they present a true and fair view of the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards and the Companies Ordinance, highlighting three key audit matters: inventory valuation, impairment assessment of trade receivables, and impairment assessment of loans and interest receivables [Audit Opinion](index=62&type=section&id=Opinion) The auditor believes that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, and have been properly prepared in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance - The auditor issued a standard unmodified opinion on the Group's consolidated financial statements[213](index=213&type=chunk) [Key Audit Matters](index=63&type=section&id=Key%20Audit%20Matters) The auditor identified three matters as most significant to the current period's audit: inventory valuation due to its materiality and judgment involved in determining provisions, impairment assessment of trade receivables due to their significant balance and the substantial judgment required for Expected Credit Loss (ECL) determination, and impairment assessment of loans and interest receivables due to their materiality and the significant judgments and estimates required in the ECL model - Key audit matters include: - **Inventory Valuation**: Involves judgment and estimation of the net realizable value of inventory, with the auditor engaging a professional valuation firm for assistance[216](index=216&type=chunk) - **Impairment Assessment of Trade Receivables**: Requires significant judgment in determining Expected Credit Loss (ECL) provisions, with the auditor engaging a professional valuation firm for assistance[219](index=219&type=chunk) - **Impairment Assessment of Loans and Interest Receivables**: Due to the materiality of the balance and the significant judgments and estimates involved in the ECL model, the auditor also engaged a professional valuation firm for assistance[222](index=222&type=chunk) [Audited Consolidated Financial Statements](index=67&type=section&id=Audited%20Consolidated%20Financial%20Statements) This section contains the Group's detailed financial statements for the year ended March 31, 2025, including the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows, and detailed notes to these statements, comprehensively presenting the Group's operating results, financial position, and cash flows [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=68&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This year, the Group recorded revenue of HKD 67.28 million, a slight year-on-year increase, and achieved a pre-tax profit of HKD 32.01 million, with a final annual profit of HKD 30.39 million, successfully turning around from a loss, primarily due to a reversal of expected credit losses compared to a large provision last year, resulting in basic earnings per share of 2.35 HK cents Consolidated Statement of Profit or Loss Summary | Indicator ('000 HKD) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | 67,283 | 66,052 | | Gross Profit | 34,527 | 29,874 | | Profit/(Loss) Before Tax | 32,010 | (18,587) | | **Profit/(Loss) for the Year** | **30,386** | **(18,513)** | | Total Comprehensive Income/(Expense) for the Year | 35,129 | (34,560) | | Basic Earnings/(Loss) Per Share (HK cents) | 2.35 | (1.43) | [Consolidated Statement of Financial Position](index=69&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HKD 439 million, total liabilities were HKD 72.08 million, and net assets (total equity) increased to HKD 367 million from HKD 332 million in the prior year, with loans and interest receivables and inventories being the main components of the asset structure Consolidated Statement of Financial Position Summary | Indicator ('000 HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Non-current Assets** | 125,114 | 229,381 | | **Current Assets** | 314,098 | 158,037 | | **Total Assets** | **439,212** | **387,418** | | **Current Liabilities** | 54,372 | 43,181 | | **Non-current Liabilities** | 17,707 | 12,233 | | **Total Liabilities** | **72,079** | **55,414** | | **Net Assets (Total Equity)** | **367,133** | **332,004** | [Consolidated Statement of Cash Flows](index=72&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, the Group experienced a net cash outflow of HKD 3.58 million from operating activities, a net cash inflow of HKD 0.12 million from investing activities, and a net cash inflow of HKD 3.32 million from financing activities, resulting in a net decrease of HKD 0.14 million in cash and cash equivalents, with an ending balance of HKD 0.22 million Consolidated Statement of Cash Flows Summary | Indicator ('000 HKD) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (3,579) | (4,187) | | Net Cash Generated from Investing Activities | 123 | 2 | | Net Cash Generated from Financing Activities | 3,318 | 3,186 | | **Net Decrease in Cash and Cash Equivalents** | **(138)** | **(999)** | | Cash and Cash Equivalents at Beginning of Period | 354 | 1,353 | | Cash and Cash Equivalents at End of Period | 216 | 354 | [Notes to the Consolidated Financial Statements](index=74&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations and supplementary information for each item, including significant accounting policies adopted, key accounting estimates and judgments, financial risk management, segment information, detailed composition of various assets and liabilities, and related party transactions, serving as the foundation for understanding the financial statements - Note 8 discloses that the Group's revenue primarily derived from jewelry sales (**HKD 34.43 million**) and lending interest income (**HKD 32.86 million**)[363](index=363&type=chunk) - Note 9's segment information indicates that the lending business was the primary source of profit this year, with segment results of **HKD 47.50 million**, while the jewelry business recorded a loss of **HKD 1.13 million**[365](index=365&type=chunk) - Note 35 on capital risk management shows that the Group's capital gearing ratio (net debt/capital and net debt) increased from **7.35%** last year to **8.42%**[424](index=424&type=chunk)

Financial Performance Overview [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=綜合損益及其他全面收益表) The Group turned from loss to profit for the year ended March 31, 2025, recording a profit of HKD 30.39 million, primarily driven by the reversal of expected credit losses on loan receivables, alongside a 1.9% revenue increase to HKD 67.28 million and a 15.6% gross profit growth to HKD 34.53 million Consolidated Statement of Profit or Loss Key Data (HKD Thousands) | Metric | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 67,283 | 66,052 | +1.9% | | Gross Profit | 34,527 | 29,874 | +15.6% | | Profit/(Loss) Before Tax | 32,010 | (18,587) | Turned to Profit | | Profit/(Loss) for the Year | 30,386 | (18,513) | Turned to Profit | | Basic Earnings/(Loss) Per Share (HK Cents) | 2.35 | (1.43) | Turned to Profit | - The key driver for the turnaround to profitability was the "Expected Credit Losses on Trade and Loan Receivables and Interest" item, which saw a reversal of **HKD 16.32 million** this year, compared to a provision of **HKD 30.72 million** in the prior year, representing a difference of approximately **HKD 47.04 million**[2](index=2&type=chunk) [Consolidated Statement of Financial Position](index=3&type=section&id=綜合財務狀況表) As of March 31, 2025, the Group's total assets increased to HKD 439 million and net assets to HKD 367 million, primarily driven by an increase in loan and interest receivables, with net current assets significantly rising to HKD 260 million, indicating improved liquidity Consolidated Statement of Financial Position Key Data (HKD Thousands) | Metric | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 125,114 | 229,381 | -45.5% | | Current Assets | 314,098 | 158,037 | +98.7% | | **Total Assets** | **439,212** | **387,418** | **+13.4%** | | Current Liabilities | 54,372 | 43,181 | +25.9% | | Non-current Liabilities | 17,707 | 12,233 | +44.7% | | **Total Liabilities** | **72,079** | **55,414** | **+30.1%** | | **Net Assets** | **367,133** | **332,004** | **+10.6%** | - The asset structure underwent significant changes, with a substantial decrease in non-current assets and a nearly **doubling of current assets**, primarily due to the reclassification of certain loan receivables to be due within one year[4](index=4&type=chunk) Notes to the Financial Statements [General Information and Accounting Policies](index=5&type=section&id=1.%20一般資料) The company, an investment holding entity incorporated in Bermuda, primarily engages in jewellery design, marketing, and sales, alongside money lending, with financial statements prepared under Hong Kong Financial Reporting Standards, and new standards adopted this year having no significant impact - The Group primarily operates in two main businesses: **jewellery design, marketing, and sales**, and **money lending**[6](index=6&type=chunk) - The newly adopted and revised Hong Kong Financial Reporting Standards applied for the first time this year had **no significant impact** on the Group's consolidated financial position and performance[8](index=8&type=chunk) [Revenue and Segment Information](index=7&type=section&id=4.%20收益) Total revenue for the year reached HKD 67.28 million, primarily driven by a 16.7% increase in money lending interest income to HKD 32.86 million, while jewellery sales declined by 9.2% to HKD 34.43 million, with money lending achieving a significant profit of HKD 47.50 million as the jewellery business turned to loss Revenue by Business Segment (HKD Thousands) | Business Segment | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Sales of Jewellery | 34,425 | 37,900 | -9.2% | | Interest Income from Money Lending | 32,858 | 28,152 | +16.7% | | **Total** | **67,283** | **66,052** | **+1.9%** | Results by Business Segment (HKD Thousands) | Business Segment | 2025 Segment Results | 2024 Segment Results | | :--- | :--- | :--- | | Jewellery Design and Marketing | (1,132) | 278 | | Money Lending | 47,503 | (5,127) | - The Group has two major customers (Customer A and Customer B) who contributed the majority of the jewellery business revenue, accounting for **74.7%** of that segment's revenue combined[19](index=19&type=chunk) [Notes on Key Financial Items](index=12&type=section&id=8.%20應收賬款以及應收貸款及利息之預期信貸虧損撥回／（撥備）) The core change in this year's financial performance was the net reversal of Expected Credit Losses (ECL) totaling HKD 16.32 million, primarily from loan and interest receivables, while total loan receivables increased to HKD 343 million with annual interest rates between 8% and 11%, and no dividends were declared - A net reversal of expected credit losses of **HKD 16.32 million** was recorded this year, compared to a net provision of **HKD 30.72 million** in the prior year, which was the primary reason for the company's turnaround to profitability[21](index=21&type=chunk) - Total loan receivables (before provision) increased from **HKD 311 million** to **HKD 343 million**, with fixed annual interest rates ranging from **8% to 11%**[32](index=32&type=chunk) - The company neither declared nor proposed any dividends for the current or prior year[25](index=25&type=chunk) Management Discussion and Analysis [Overall Financial Review](index=17&type=section&id=財務回顧) The Group's total revenue slightly increased by 1.86% to HKD 67.28 million, with gross profit growing by 15.6%, achieving a net profit of HKD 30.39 million due to an approximate HKD 16.31 million reversal of expected credit losses, a significant improvement from the prior year's loss - Profit for the year was approximately **HKD 30.39 million**, an increase of **HKD 48.90 million** compared to last year's **HKD 18.51 million** loss[36](index=36&type=chunk) - The significant improvement in performance was primarily due to an approximate **HKD 16.31 million** reversal of expected credit losses on loan and interest receivables, compared to an approximate **HKD 30.72 million** provision in the prior year[37](index=37&type=chunk) [Business Segment Review](index=17&type=section&id=業務分部回顧) The Group's two main businesses showed divergent performance, with money lending becoming the absolute pillar, growing in income and loan scale while benefiting from reduced credit loss provisions, whereas the jewellery business saw revenue decline and operating loss due to macroeconomic uncertainties [Jewellery Design and Marketing Business](index=17&type=section&id=珠寶之設計及市場營銷業務) The jewellery business performed weakly this year, with revenue declining to HKD 34.43 million and recording a pre-tax operating loss of HKD 1.13 million, attributed by management to macroeconomic uncertainties and high global interest rates, leading to a cautious outlook Jewellery Business Performance (HKD Thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 34,430 | 37,900 | | Profit/(Loss) Before Tax | (1,130) | 280 | - Management believes that despite the lifting of pandemic restrictions in mainland China, uncertainties in the economy, employment, and income have led consumers to be more conservative in spending on non-essential items such as **jewellery**[39](index=39&type=chunk) [Money Lending Business](index=18&type=section&id=放貸業務) The money lending business was the Group's core growth and profitability driver, with interest income rising to HKD 32.86 million and total loan principal to HKD 343 million, benefiting from reduced global economic risks that lowered the expected credit loss provision rate from 20.24% to 10.97%, with no actual bad debts incurred Money Lending Business Key Metrics | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Interest Income (HKD Thousands) | 32,860 | 28,150 | | Total Loan Principal (HKD Thousands) | 342,880 | 311,140 | | Number of Borrowers | 142 | 122 | | Average Annual Interest Rate | 10.70% | 10.58% | - Expected credit loss provisions for loan receivables decreased from **HKD 63.10 million** to **HKD 46.54 million**, with the default provision rate falling from **20.24%** to **10.97%**, primarily due to reduced global economic risk factors[48](index=48&type=chunk)[45](index=45&type=chunk) - The Group has established detailed credit assessment and due diligence procedures, including obtaining personal information, conducting background checks, evaluating financial standing and recoverability, and maintaining internal loan and credit policies[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) [Liquidity, Capital Resources and Prospects](index=21&type=section&id=流動資金及財政資源) The Group's liquidity significantly improved, with net current assets substantially increasing to HKD 269 million, while the gearing ratio slightly rose from 6.77% to 9.03%, remaining low, and the Board will continue to seek suitable investment opportunities for revenue diversification Liquidity and Financial Ratios | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net Current Assets (HKD Thousands) | 268,670 | 114,860 | | Cash and Cash Equivalents (HKD Thousands) | 220 | 350 | | Gearing Ratio | 9.03% | 6.77% | - Looking ahead, the Board will seek suitable investment opportunities to continuously broaden the Group's revenue streams and diversify its business portfolio[51](index=51&type=chunk) Other Information [Human Resources and Corporate Governance](index=22&type=section&id=僱傭及薪酬政策) The Group significantly reduced its employee headcount from 25 to 7 during the reporting period, while the company has adopted and complied with the Corporate Governance Code, with the audit committee reviewing annual results and directors confirming compliance with securities trading standards - As of March 31, 2025, the Group's employee headcount was **7**, a significant reduction from **25** in the prior year[60](index=60&type=chunk) - The Board believes that for the year ended March 31, 2025, the company has consistently complied with the code provisions set out in the Corporate Governance Code[62](index=62&type=chunk) - The Board does not recommend the payment of a dividend for the year ended March 31, 2025[58](index=58&type=chunk)

Core Viewpoint - Du Fu Liquor Industry has successfully completed a reverse merger with China Environmental Energy, marking its entry into the Hong Kong stock market as the second liquor company after Zhenjiu Lidong, and becoming the 22nd listed company in China's liquor industry [1][3]. Company Overview - Du Fu Liquor Industry was established in July 2013, originating from a liquor factory founded in 1983, and has positioned itself around the "poetry and liquor culture" IP, holding over a thousand cultural trademarks [3][4]. - The company operates 13 subsidiaries and has two major production bases, with an annual production capacity of 5,000 tons of raw liquor and 10,000 tons of finished liquor [3][4]. Market Position and Strategy - The company aims to focus on its core liquor business while expanding its international market presence, particularly in Southeast Asia [4][12]. - Du Fu Liquor's products are priced in the mid-to-high range, between 200 to 800 RMB, and include various series such as the Du Fu core series and cultural series [14][21]. Financial Performance - As of the latest reports, Du Fu Liquor has set ambitious targets for growth, aiming for a production value of 1 billion RMB and a market value of 5 billion RMB by 2025 [21]. - The company has expressed intentions to leverage its brand through capital markets to enhance its growth trajectory [4][21]. Competitive Landscape - Du Fu Liquor faces intense competition from established brands like Wuliangye and Luzhou Laojiao, as well as emerging brands like Jiangxiaobai in the Sichuan market [14][21]. - The company’s online sales presence is limited, with a small number of followers and sales on platforms like Taobao and JD, indicating a need for improved e-commerce strategies [16][20]. Recent Developments - The reverse merger with China Environmental Energy was structured through a sales agency agreement, allowing Du Fu Liquor to enter the market without traditional equity acquisition methods [11][12]. - The company has previously expressed its desire to go public and has taken steps towards this goal over the past few years [4][21].

Core Viewpoint - The recent name change of China Environmental Energy to Du Fu Liquor Group is perceived as a strategic move to enter the liquor market, but it is fundamentally a "brand name replacement" rather than a true reverse merger, lacking substantial asset injection or ownership change [1][8][11]. Group 1: Company Overview - China Environmental Energy has been primarily engaged in jewelry design and marketing, with a history of poor financial performance, reporting losses in 7 out of the last 10 fiscal years [5]. - The company reported a revenue of approximately 0.66 million HKD and a loss of about 0.19 million HKD for the 12 months ending March 31, 2024 [5]. - Du Fu Liquor, established in 2013, has faced significant challenges, including a period of inactivity and current debt issues, with major shareholders listed as dishonest executors [5][7]. Group 2: Strategic Moves - The sales agency agreement between China Environmental Energy and Sichuan Du Fu Liquor allows the former to sell Du Fu's products in China and 14 other countries, with a sales target of 1.5 billion HKD over three years [3][5]. - The agreement includes an innovative "excess reward mechanism," where China Environmental Energy can earn an additional 1% dividend if sales exceed targets [3]. Group 3: Market Reaction and Performance - Following the name change, the stock price of Du Fu Liquor Group surged by 129% from May 12 to May 13, reaching a market capitalization of 1.84 billion HKD, but quickly fell to 0.125 HKD by May 16, indicating volatility [7]. - The stock's performance raises concerns about its sustainability, as it risks being classified as a "penny stock" if it remains below 1 HKD for an extended period [7]. Group 4: Regulatory and Market Implications - The partnership is viewed as a "light asset binding model," which avoids stringent regulatory scrutiny associated with traditional reverse mergers, but it may lead to potential compliance risks if the liquor business revenue exceeds 50% of total income within 12 months [11][14]. - Industry experts warn that this model could lead to an influx of "zombie liquor companies" in the Hong Kong market, further deteriorating liquidity in the sector [12].

Core Viewpoint - The company China Environmental Energy has transitioned from a jewelry business to the liquor industry by rebranding itself as Du Fu Liquor Group, marking its entry into the Hong Kong stock market as the 22nd listed company in China's liquor sector [1][7]. Company Overview - China Environmental Energy, established in 1994, primarily engaged in jewelry design and lending, has faced declining performance, with seven years of losses over the past decade [7][10]. - Du Fu Liquor Group, founded in 2013, focuses on "poetry and liquor culture" and has a production capacity of 5,000 tons of raw liquor and 10,000 tons of finished liquor annually [8][10]. Financial Performance - In the last fiscal year, China Environmental Energy reported revenues of 66.05 million HKD, a decrease of 3.5%, and a net loss of 18.51 million HKD, which expanded by 28% year-on-year [7][10]. - Du Fu Liquor Group claims to have achieved over 100 million HKD in output value in the first three quarters of 2024, with a sales revenue increase of 30% [8]. Market Reaction - Following the rebranding, the company's stock price surged nearly 80% on the first day, although it later experienced fluctuations, closing at 0.139 HKD per share [7][10]. Strategic Goals - The chairman of Du Fu Liquor Group stated that the rebranding is a significant milestone for resource integration and brand strategy, aiming to leverage capital to enhance the brand's value towards a target of 10 billion to 100 billion HKD [10][12]. Industry Context - The transition from a non-liquor business to a liquor-focused entity is part of a broader trend in the Hong Kong capital market, where companies are increasingly using rebranding and asset injection to tap into high-margin liquor concepts [11][12].

Group 1 - Du Fu Liquor Group's stock experienced a significant drop of over 13% after a previous surge of nearly 130% from May 12 to 13, with a peak increase of over 18% before closing down more than 2% [1] - The company announced a name change from China Environmental Energy to "Du Fu Liquor Group Limited," effective May 13, 2025, indicating a strategic shift towards the liquor industry [1] - The board identified business opportunities in the liquor sector, citing higher consumption frequency compared to the jewelry industry [1] Group 2 - There are speculations regarding Du Fu Liquor Group's potential reverse merger, although it was clarified that there has been no change in ownership [2] - As of May 14, major shareholders of Du Fu Liquor Group include Guo Sha and Dong Qian, holding 47 million and 40 million shares respectively, representing 8.28% and 7.04% of the voting shares [2] - The actual controller of Du Fu Liquor is Peng Zuowei, who owns 45.57% of the shares among 11 shareholders [2]

Core Viewpoint - China Environmental Energy has entered into a sales agency agreement with Sichuan Du Fu Liquor Group, aiming to promote and sell liquor products, with a sales target of at least 150 million yuan over the next three years [1][2] Group 1: Company Developments - In February, China Environmental Energy announced its role as a sales agent for Du Fu Liquor, with a potential additional 1% dividend for exceeding sales targets [1] - The company's stock price surged by 79.75% to 0.142 HKD per share following the announcement of the name change to "Du Fu Liquor Group" [1][4] - The company has struggled financially, reporting approximately 66 million HKD in revenue and a loss of about 190,000 HKD for the 12 months ending March 31, 2024, with 16 out of the last 20 years showing losses [1] Group 2: Du Fu Liquor Overview - Du Fu Liquor, established in 1983, focuses on mid to high-end liquor products priced between 200 to 800 yuan, leveraging cultural symbols from Chinese poetry [2] - The company has expressed intentions to go public, aiming to become the "first poetry liquor stock" in Hong Kong [2] - Du Fu Liquor has a significant portfolio of trademarks related to poetry and historical figures, enhancing its brand identity [2] Group 3: Board Changes - China Environmental Energy has seen frequent changes in its board members over the past two years, with new appointments in 2023 and 2024, indicating a shift towards expertise in private equity investment [3]

智通财经APP获悉，截止5月13日收盘，有57只股票创52周新高，其中声通科技(02495)、乐华娱乐 (02306)、杜甫酒业集团(00986)创高率位于前3位，分别为42.16%、28.42%、23.28%。 52周新高排行 | 股票名称 | 收盘价 | 最高价 | 创高率 | | --- | --- | --- | --- | | 声通科技(02495) | 442.000 | 447.800 | 42.16% | | 乐华娱乐(02306) | 1.160 | 1.220 | 28.42% | | 杜甫酒业集团(00986) | 0.142 | 0.143 | 23.28% | | 昇柏控股股权(02977) | 0.066 | 0.085 | 19.72% | | 永嘉集团(03322) | 0.230 | 0.250 | 13.64% | | ＸＬ二南ＣＯ－Ｕ | 12.790 | 12.980 | 13.07% | | (09711) | | | | | ＸＬ二南ＣＯ(07711) | 100.000 | 100.900 | 12.59% | | 恒昌集团国际(01421) | 0.470 | ...