Group 1 - The core point of the article is that Chen Guanyu increased his stake in Weijun Group Holdings (01013) by purchasing 40,000 shares at a price of HKD 0.1895 per share, totaling HKD 7,580 [1] - After the purchase, Chen's total shareholding in the company is approximately 17.7181 million shares, representing a 6.63% ownership stake [1]

智通财经APP获悉，香港联交所最新资料显示，8月18日，陈冠宇增持伟俊集团控股(01013)4万股，每股 作价0.1895港元，总金额为7580港元。增持后最新持股数目约为1771.81万股，持股比例为6.63%。 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 偉俊集團控股有限公司 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01013 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 89,000,000,000 | HKD | | 0.01 | HKD | | 890,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 89,000,000,000 | HKD | | 0.01 | HKD | | 890,000,000 | | ...

(Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） (Stock Code 股份代號: 1013) You may at any time send your request in writing to the Company (c/o its Hong Kong Branch Share Registrar, Union Registrars Limited ("Hong Kong Branch Share Registrar") at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong or by email to 1013-corpcomm@unionregistrars.com.hk) to request for printed copies of the Corporate Communications(Note 2). If you have received notification ...

NOTIFICATION LETTER 通知信函 Dear Registered Shareholder(s), 31 July 2025 The following document(s) of Wai Chun Group Holdings Limited (the "Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.1013.hk and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (collectively "Websites"):- If you have not provided us with an email address but now would like to receive an email notification of the publication of the Corporate Communication(s) on the ...

（於百慕達註冊成立之有限公司） （股份代號：1013） 適用於股東週年大會之代表委任表格 本人╱吾等 （附註1） 地址為 股 之登記持有人，茲委任 地 址 ， 或如其未克出席，則委任大會主席 （附註3） 為本人╱吾等之代表，代表本人╱吾等出席本公司謹訂於二零二五年八月 二十六日（星期二）上午十時三十分假座香港灣仔港灣道26號華潤大廈40樓4001至02室舉行之股東週年大會（「大會」） （或 其 任 何 續 會），並 於 會 上 代 表 本 人╱吾 等 及 以 本 人╱吾 等 名 義，按 下 列 指 示，就 下 述 決 議 案 進 行 投 票。如 未 有 作 出指示，則由本人╱吾等委任之代表酌情決定投票： | | 普通決議案 | （附註4） 贊 成 | （附註4） 反 對 | | --- | --- | --- | --- | | 1. | 省覽、考慮及採納本公司截至二零二五年三月三十一日止年 度 之 經 審 核 綜 合 財 務 報 表、本 公 司 董 事（「董 事」）報 告 及 核 數 | | | | | 師報告。 | | | | 2. | (a) 重選黃保強先生為本公司之獨立非執行董事； | | | | | ...

* 僅供識別 茲通告 偉 俊 集 團 控 股 有 限 公 司（「本公司」）謹 訂 於 二 零 二 五 年 八 月 二 十 六 日（星 期 二）上 午 十 時 三 十 分 假 座 香 港 灣 仔 港 灣 道26號華潤大廈40樓4001至02室舉行股東 週 年 大 會（「股東週年大會」），以 處 理 下 列 事 項： – 1 – 香港交易及結算所有限公司及香港聯合交易所有限公司對本通告之內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 通 告 全 部 或任何部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。 1. 省 覽、考 慮 及 採 納 本 公 司 截 至 二 零 二 五 年 三 月 三 十 一 日 止 年 度 之 經 審 核 綜 合 財 務 報 表、本 公 司 董 事（「董 事」）報 告 及 核 數 師 報 告。 2. (a) 重選黃保強先生為本公司之獨立非執行董事； (b) 重選王子牛先生為本公司之獨立非執行董事； (c) 重選許慧齡女士為本公司之獨立非執行董事；及 (d) 授 權 董 事 會（「董事會」）釐 定 其 酬 ...

此乃要件 請即處理 閣下如 對本通函任何方面或應採取之行動 有任何疑問，應諮詢 閣下之股票經紀 或其他註冊證券交易商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓 名下所有 偉俊集團控股有限公司（「本公司」）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，或送交經手買賣或轉讓之銀行、 股票經紀或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責， 對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 通 函 全 部 或 任 何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 （於百慕達註冊成立之有限公司） （股份代號：1013） 有關發行及購回股份之 一般授權、 重選董事、 續聘核數師等建議 及 股東週年大會通告 本 公 司 謹 訂 於 二 零 二 五 年 八 月 二 十 六 日（星 期 二）上 午 十 時 三 十 分 假 座 香 港 灣 仔 港 灣 道26號華潤大廈40樓4001至02室 舉 行 股 東 週 年 大 會，大 會 通 告 載 於 本 ...

[Financial Statements](index=1&type=section&id=Financial%20Statements) The company reported slight revenue decline, improved gross profit, and significantly reduced its loss, despite persistent negative net current liabilities [Consolidated Statement of Profit or Loss](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For FY2025, revenue slightly decreased, gross profit increased, and loss for the year and per share significantly reduced | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Revenue | 266,338 | 273,889 | -2.76% | | Cost of sales | (264,185) | (272,336) | -3.00% | | Gross profit | 2,153 | 1,553 | +38.63% | | Other income/(losses) – net | 23,411 | 2,032 | +1052.61% | | Administrative expenses | (9,111) | (15,785) | -42.28% | | Finance costs | (28,183) | (26,408) | +6.72% | | Loss before tax | (10,299) | (36,472) | -71.76% | | Loss for the year | (10,299) | (36,474) | -71.76% | | Loss attributable to owners of the Company | (10,326) | (36,531) | -71.74% | | Basic and diluted loss per share (HK cents) | (3.86) | (13.66) | -71.74% | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For FY2025, the Group's total comprehensive expense significantly decreased, driven by a narrower loss and reduced foreign exchange differences | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Loss for the year | (10,299) | (36,474) | -71.76% | | Exchange differences on translating foreign operations | (178) | (1,357) | -86.88% | | Total comprehensive expense for the year | (10,477) | (37,831) | -72.29% | | Total comprehensive expense attributable to owners of the Company | (10,532) | (38,027) | -72.31% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, non-current assets were stable, current assets increased, but net current liabilities and net liabilities remained negative, indicating ongoing operational pressure | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 4 | 63 | -93.65% | | Current assets | 54,856 | 32,005 | +71.40% | | Current liabilities | 113,904 | 86,981 | +30.95% | | Net current liabilities | (59,048) | (54,976) | +7.41% (loss widened) | | Non-current liabilities | 144,629 | 185,375 | -22.00% | | Net liabilities | (203,673) | (240,288) | -15.24% (loss narrowed) | | Share capital | 2,674 | 213,912 | -98.75% | | Reserves | (222,529) | (470,327) | -52.70% (loss narrowed) | | Capital deficiency attributable to owners of the Company | (219,855) | (256,415) | -14.26% (loss narrowed) | [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) Detailed notes provide context on the Group's going concern, accounting policy adoptions, segment performance, key customer data, tax expenses, and capital structure [General Information](index=5&type=section&id=General%20Information) The company is registered in Bermuda, listed on HKEX, controlled by Mr. Lam Ching Chuen, with his son Mr. Lam Ka Chun as Chairman and CEO, and financial statements presented in HKD - The company is registered in Bermuda, with shares listed on the Hong Kong Stock Exchange; its ultimate controller is Mr. Lam Ching Chuen, and his son, Mr. Lam Ka Chun, serves as Chairman and Chief Executive Officer[7](index=7&type=chunk) - The consolidated financial statements are presented in Hong Kong Dollars, which is also the company's functional currency[8](index=8&type=chunk) [Going Concern Basis](index=5&type=section&id=Going%20Concern%20Basis) As of March 31, 2025, the Group reported a loss, net current liabilities, and net liabilities, indicating significant going concern uncertainty, despite management's mitigating actions - As of March 31, 2025, the Group recorded a loss of approximately **HK$10,299,000**, net current liabilities of approximately **HK$59,048,000**, and net liabilities of approximately **HK$203,673,000**, indicating a material uncertainty regarding its ability to continue as a going concern[9](index=9&type=chunk) - The Board has reviewed cash flow forecasts for the next twelve months and believes the Group has sufficient cash resources to meet working capital and financing needs, thus preparing the financial statements on a going concern basis[10](index=10&type=chunk) - Bondholders have agreed not to demand repayment of unpaid coupon interest and overdue interest until all other third-party debts of the Group are settled[11](index=11&type=chunk) - The ultimate controller, Mr. Lam, has undertaken to provide sufficient funds to ensure the Group can repay its debts and continue as a going concern[11](index=11&type=chunk) - The company plans to strategically acquire projects with growth potential in the China market and is currently in discussions with multiple parties[12](index=12&type=chunk) [Adoption of New and Revised Hong Kong Financial Reporting Standards](index=7&type=section&id=Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) This year, the Group adopted several HKFRS amendments, mainly concerning liability classification and lease liabilities from sale and leaseback, and is evaluating new standards like HKFRS 18 - Mandatory HKFRS amendments effective this year include HKAS 1 (Amendments) 'Classification of Liabilities as Current or Non-current' and 'Non-current Liabilities with Covenants', and HKFRS 16 (Amendments) 'Lease Liability in a Sale and Leaseback'[13](index=13&type=chunk) - The adoption of new policies did not result in changes to the Group's loan classifications or require retrospective adjustments[15](index=15&type=chunk) - New standards issued but not yet effective include HKFRS 18 'Presentation and Disclosure in Financial Statements', which will replace HKAS 1 and introduce new requirements for profit or loss subtotals, disclosure of management performance measures, and improved aggregation and disaggregation of information[18](index=18&type=chunk) [Revenue and Segment Information](index=9&type=section&id=Revenue%20and%20Segment%20Information) The Group operates two segments: sales and integrated services, and general trading; in FY2025, sales and integrated services revenue grew significantly, while general trading revenue declined, with most business in China - The Group primarily operates two business segments: sales and integrated services (providing integrated computer and communication system services, design, consulting, manufacturing information system software, and management training services) and general trading (trading of chemical products)[21](index=21&type=chunk)[50](index=50&type=chunk) | Segment | 2025 Revenue (HK$'000) | 2024 Revenue (HK$'000) | Y-o-Y Change | 2025 Result (HK$'000) | 2024 Result (HK$'000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Sales and integrated services | 63,389 | 31,933 | +98.51% | 54 | 118 | | General trading | 202,949 | 241,956 | -16.12% | 2,160 | (301) | | **Total** | **266,338** | **273,889** | **-2.76%** | **2,214** | **(183)** | | Region | 2025 External Customer Revenue (HK$'000) | 2024 External Customer Revenue (HK$'000) | | :--- | :--- | :--- | | Hong Kong | – | – | | China (excluding Hong Kong) | 266,338 | 273,889 | [Information on Major Customers](index=14&type=section&id=Information%20on%20Major%20Customers) In FY2025, Customer A and Customer E became major clients, contributing 13% and 15% of revenue respectively, while previous major clients from FY2024 were no longer significant | Customer | 2025 Revenue (HK$'000) | 2025 Revenue Share | 2024 Revenue (HK$'000) | 2024 Revenue Share | | :--- | :--- | :--- | :--- | :--- | | Customer A (General Trading) | 35,506 | 13% | N/A | N/A | | Customer B (General Trading) | N/A | N/A | 108,120 | 39% | | Customer C (General Trading) | N/A | N/A | 30,972 | 11% | | Customer D (General Trading) | N/A | N/A | 29,181 | 11% | | Customer E (Sales and Integrated Services) | 39,404 | 15% | N/A | N/A | [Income Tax Expense](index=14&type=section&id=Income%20Tax%20Expense) In FY2025, the Group incurred no Hong Kong profits tax provision or China income tax, primarily due to no taxable profits or sufficient tax losses carried forward | Tax Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong profits tax | – | – | | China income tax | – | 2 | - Neither Hong Kong nor China subsidiaries generated taxable profits in FY2025, or had sufficient tax losses carried forward to offset, thus no income tax provision was made[31](index=31&type=chunk) [Loss for the Year](index=15&type=section&id=Loss%20for%20the%20Year) The loss for the year was primarily influenced by cost of inventories sold, staff costs, auditor's remuneration, short-term lease expenses, and depreciation | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Cost of inventories sold | 264,185 | 272,336 | | Staff costs | 5,004 | 4,488 | | Auditor's remuneration | 500 | 600 | | Depreciation of right-of-use assets | 187 | 4,699 | [Dividends](index=15&type=section&id=Dividends) The Board does not recommend the payment of a final dividend for the year ended March 31, 2025 - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[34](index=34&type=chunk) [Loss Per Share](index=15&type=section&id=Loss%20Per%20Share) For FY2025, basic and diluted loss per share was 3.86 HK cents, a significant reduction from the prior year, with basic and diluted loss per share being identical due to anti-dilutive effects | Metric | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Loss for the year used in loss per share calculation (HK$'000) | (10,326) | (36,531) | | Weighted average number of ordinary shares ('000 shares) | 267,390 | 267,390 | | Basic and diluted loss per share (HK cents) | (3.86) | (13.66) | - All potential dilutive ordinary shares would decrease loss per share, thus having an anti-dilutive effect, resulting in identical basic and diluted loss per share[35](index=35&type=chunk) [Trade and Other Receivables, Prepayments and Deposits](index=16&type=section&id=Trade%20and%20Other%20Receivables,%20Prepayments%20and%20Deposits) As of March 31, 2025, net trade receivables and other receivables significantly increased, mainly due to a rise in receivables aged 91-180 days and 181-365 days | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Trade receivables (net) | 10,814 | 1,279 | +745.50% | | Other receivables | 33,534 | 33,416 | +0.35% | | Prepayments and deposits (net) | 3,033 | 30,658 | -90.10% | | **Total** | **43,847** | **31,937** | **+37.29%** | | Trade Receivables Ageing | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | 0–90 days | – | – | | 91–180 days | 4,514 | 1,279 | | 181–365 days | 5,290 | – | | Over 365 days | 1,010 | – | [Trade and Other Payables](index=17&type=section&id=Trade%20and%20Other%20Payables) As of March 31, 2025, trade and other payables significantly increased, primarily due to higher trade payables, convertible bond coupons, and amounts due to directors | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 21,333 | 12,627 | +68.95% | | Convertible bond coupon | 19,765 | 18,000 | +9.81% | | Overdue convertible bond coupon | 3,831 | 2,624 | +46.00% | | Amounts due to directors | 10,715 | – | N/A | | **Total** | **69,453** | **49,117** | **+41.40%** | | Trade Payables Ageing | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Within 30 days | – | – | | Over 30 days and within 180 days | 3,857 | – | | Over 180 days | 17,476 | 12,627 | [Share Capital](index=18&type=section&id=Share%20Capital) In FY2025, the company underwent a share reorganization, including capital reduction and share split, significantly decreasing the par value of issued ordinary shares and total share capital - On January 17, 2025, the company underwent a share reorganization, including reducing the par value of issued ordinary shares from **HK$0.8** to **HK$0.01** per share (capital reduction) and subdividing authorized but unissued shares[39](index=39&type=chunk)[40](index=40&type=chunk) - The credit arising from the capital reduction was used to write off the company's accumulated losses[40](index=40&type=chunk) | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Issued and fully paid share capital | 2,674 | 213,912 | -98.75% | [Extracts from Independent Auditor's Report](index=20&type=section&id=Extracts%20from%20Independent%20Auditor's%20Report) The auditor issued an unmodified opinion on the financial statements but highlighted a material uncertainty regarding the Group's ability to continue as a going concern [Opinion](index=20&type=section&id=Opinion) The auditor believes the consolidated financial statements fairly present the Group's financial position, performance, and cash flows as of March 31, 2025, in accordance with HKFRS and the Hong Kong Companies Ordinance - The auditor believes the consolidated financial statements fairly present the Group's financial position, financial performance, and cash flows as of March 31, 2025, in accordance with Hong Kong Financial Reporting Standards[42](index=42&type=chunk) [Material Uncertainty Related to Going Concern](index=20&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor highlights a material uncertainty regarding going concern due to the Group's loss, net current liabilities, and net liabilities as of March 31, 2025, though no modified opinion was issued - The auditor draws attention to the fact that as of March 31, 2025, the Group recorded a loss of approximately **HK$10,326,000**, net current liabilities of approximately **HK$59,048,000**, and net liabilities of approximately **HK$203,673,000**, indicating a material uncertainty that may cast significant doubt on its ability to continue as a going concern[43](index=43&type=chunk) - Despite management's belief that the Group can continue as a going concern after considering the measures taken, the auditor has not modified their opinion regarding this matter[43](index=43&type=chunk) [Financial Review](index=20&type=section&id=Financial%20Review) The Group's financial performance showed a slight revenue decrease but improved gross profit and significantly reduced loss, with changes in financial resources and a reliance on ultimate controller support [Financial Performance](index=20&type=section&id=Financial%20Performance) In FY2025, total revenue slightly decreased by 2.76%, mainly due to reduced general trading sales, while gross profit and margin significantly improved, driven by high-margin sales and integrated services | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 266,338 | 273,889 | -2.76% | | Gross profit | 2,153 | 1,553 | +38.63% | | Gross Profit Margin | 0.81% | 0.57% | +0.24百分點 | | Sales and Integrated Services Revenue | 63,389 | 31,933 | +98.51% | | Other Income | 23,411 | 2,032 | +1052.61% | | Administrative Expenses | 9,111 | 15,785 | -42.28% | | Loss attributable to owners of the Company | 10,326 | 36,531 | -71.74% | - The increase in gross profit margin was primarily due to increased revenue from the sales and integrated services segment, which has a higher gross profit margin than general trading[45](index=45&type=chunk) - The significant increase in other income primarily includes the gain on derecognition of convertible bonds[45](index=45&type=chunk) [Financial Resources and Position](index=21&type=section&id=Financial%20Resources%20and%20Position) As of March 31, 2025, the Group's total liabilities decreased, debt-to-equity ratio significantly improved, and liquidity ratio increased, with a substantial rise in cash and cash equivalents, relying on ultimate holding company and ultimate controller financial support | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Total Liabilities | 189,080 | 223,239 | -15.30% | | Convertible Bonds | 140,444 | 188,549 | -25.41% | | Loan from Ultimate Holding Company | 26,122 | 13,679 | +90.96% | | Loan from Ultimate Controller | 22,227 | 18,863 | +17.83% | | Debt-to-equity ratio (excluding cash and cash equivalents) | 344.7% | 695.7% | -351.0百分點 | | Cash and Cash Equivalents | 11,009 | 127 | +8584.25% | | Current Ratio | 0.48倍 | 0.37倍 | +0.11倍 | - The decrease in the debt-to-equity ratio was mainly due to an increase in trade and other receivables and bank balances[48](index=48&type=chunk) - The Directors believe the Group has sufficient financial resources to operate its business, primarily relying on undrawn loan facilities granted by the ultimate holding company and financial support from the ultimate controller[49](index=49&type=chunk) - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[49](index=49&type=chunk) [Business Review and Future Prospects](index=22&type=section&id=Business%20Review%20and%20Future%20Prospects) The Group's business review covers its core operations and outlines future strategies focused on efficiency, cost control, and seeking new growth opportunities and fundraising initiatives [Business Review and Future Prospects](index=22&type=section&id=Business%20Review%20and%20Future%20Prospects) The Group's business primarily involves general trading of chemical products, integrated computer and communication system services, and investment holding; management is focused on improving operational efficiency and actively seeking growth opportunities and fundraising - The Group's business primarily consists of general trading of chemical products, sales and provision of integrated computer and communication system services, and investment holding[50](index=50&type=chunk) - Management will continue to enhance operational efficiency through stringent project selection and strict cost control measures[50](index=50&type=chunk) - Future strategies include improving operational efficiency, strengthening budget management, and strict control over costs and expenses to restore profitability[50](index=50&type=chunk) - The company is actively seeking acquisition or investment projects with growth potential and plans to undertake fundraising activities (such as share placements or capitalization of loans) to strengthen its financial position[50](index=50&type=chunk) [Other Information](index=23&type=section&id=Other%20Information) This section provides supplementary information on employees, significant transactions, securities dealings, post-reporting events, corporate governance, and auditor details [Employees](index=23&type=section&id=Employees) As of March 31, 2025, the Group had 10 employees, primarily in Hong Kong, offering competitive remuneration, discretionary bonuses, and share options, with directors' remuneration determined by the Remuneration Committee - As of March 31, 2025, the Group had **10** employees, primarily working in Hong Kong[51](index=51&type=chunk) - The company offers competitive salaries, discretionary bonuses, and share options, and encourages employees to pursue a balanced lifestyle[51](index=51&type=chunk) - Directors' remuneration is determined by the Remuneration Committee based on operating results, individual performance, and market data[51](index=51&type=chunk) [Significant Acquisitions and Disposals](index=23&type=section&id=Significant%20Acquisitions%20and%20Disposals) For the year ended March 31, 2025, the Group had no significant acquisitions or disposals - For the year ended March 31, 2025, the Group had no significant acquisitions or disposals[52](index=52&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=23&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities) For the year ended March 31, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the year ended March 31, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[53](index=53&type=chunk) [Events After Reporting Period](index=23&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, the company entered into a subscription agreement with Mr. Lam on April 11, 2025, to issue new convertible bonds totaling HK$45 million to offset loans and accrued interest, which was approved by shareholders and listed in June 2025 - On April 11, 2025, the company entered into an agreement with Mr. Lam to conditionally issue new convertible bonds with a principal amount totaling **HK$45,000,000**[54](index=54&type=chunk) - The proceeds from the new convertible bonds will be used to offset loans and accrued interest owed by the company to Mr. Lam and his associates[54](index=54&type=chunk) - The resolution for issuing the new convertible bonds was approved by independent shareholders on June 20, 2025, and approved for listing on June 24, 2025[55](index=55&type=chunk) [Corporate Governance](index=24&type=section&id=Corporate%20Governance) For FY2025, the company complied with the Corporate Governance Code, except for the combined roles of Chairman and CEO held by Mr. Lam Ka Chun, though the Board believes its composition ensures balanced power - The company complied with the Corporate Governance Code provisions in Appendix C1 of the Listing Rules, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Lam Ka Chun, which deviates from Code Provision C.2.1[56](index=56&type=chunk) - The Board comprises experienced and high-caliber individuals, with a sufficient number of independent non-executive directors to ensure a balance of power and authority[56](index=56&type=chunk) [Standard Code for Securities Transactions by Directors](index=24&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company adopted the Model Code for Securities Transactions by Directors as per Appendix C3 of the Listing Rules, and all directors confirmed compliance during the reporting period - The company has adopted the Model Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions[57](index=57&type=chunk) - All Directors confirmed compliance with the Model Code during the year ended March 31, 2025[57](index=57&type=chunk) [Audit Committee](index=24&type=section&id=Audit%20Committee) The company established an Audit Committee as required by Listing Rules, responsible for reviewing and overseeing financial reporting and internal controls, and has reviewed the audited consolidated financial statements with external auditors - The company established an Audit Committee as required by the Listing Rules, responsible for reviewing and overseeing the financial reporting process and internal controls[58](index=58&type=chunk) - The Audit Committee has met with the external auditor, Longview, to review the audited consolidated financial statements for the year[58](index=58&type=chunk) [Auditor's Scope of Work](index=25&type=section&id=Auditor's%20Scope%20of%20Work) The figures in the Group's preliminary results announcement for the year have been agreed by the auditor, Longview (Hong Kong) CPA Firm, to the annual financial statements, though this procedure does not constitute an assurance engagement - The figures in the preliminary results announcement for the year have been agreed by the auditor, Longview (Hong Kong) CPA Firm, to the annual financial statements[59](index=59&type=chunk) - The procedures performed by the auditor do not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing issued by the HKICPA[59](index=59&type=chunk) [Publication of Annual Report](index=25&type=section&id=Publication%20of%20Annual%20Report) The company's annual report will be published on its website and the HKEXnews website, and dispatched to shareholders in due course - The annual report will be published on the company's website and the HKEXnews website, and dispatched to shareholders in due course[60](index=60&type=chunk) [Acknowledgement](index=25&type=section&id=Acknowledgement) The Board expresses gratitude to all Group employees, management team, shareholders, and investors for their contributions and support - The Board expresses its gratitude to all Group employees, the management team, shareholders, and investors for their contributions and support[61](index=61&type=chunk) [Board Composition](index=25&type=section&id=Board%20Composition) As of the announcement date, the Board comprises Executive Director Lam Ka Chun (Chairman and CEO) and three Independent Non-executive Directors: Wang Zi Niu, Wong Po Keung, and Hui Wai Ling - The Board comprises Executive Director Lam Ka Chun (Chairman and Chief Executive Officer) and three Independent Non-executive Directors: Wang Zi Niu, Wong Po Keung, and Hui Wai Ling[62](index=62&type=chunk)

Financial Performance - As of September 30, 2024, the company reported a net loss of HKD 18,686,000 for the period[10]. - The company reported a comprehensive loss of HKD 17,015,000 for the period[10]. - For the six months ended September 30, 2024, the company reported a loss of HKD 16,813,000 compared to a loss of HKD 18,969,000 for the same period in 2023[54]. - The group reported a loss attributable to the company of approximately HKD 16,813,000 for the six months ended September 30, 2024[161]. - The group reported a loss before tax of HKD 18,686,000 for the period, compared to a loss of HKD 18,471,000 in the previous year[178]. - The total comprehensive loss for the period amounted to HKD 17,013,000, down from HKD 27,038,000 in the previous year[178]. - The company recorded a loss before tax of HKD 16,471 thousand, an improvement from a loss of HKD 18,686 thousand in the previous year, reflecting a reduction in losses of approximately 11.7%[152]. - The company reported a basic and diluted loss per share of HKD (6.29), an improvement from HKD (7.09) in the previous year, reflecting a decrease in loss per share of approximately 11.3%[152]. Revenue and Profitability - Reported segment revenue from external customers was HKD 43,125,000 for the period[19]. - Revenue from external customers in China for the six months ended September 30, 2024, was HKD 43,125,000, a significant decrease from HKD 152,384,000 in the same period of 2023[47]. - For the six months ended September 30, 2024, the group recorded total revenue of approximately HKD 43,125,000, a decrease of about 71.7% compared to HKD 152,384,000 for the same period last year[86]. - The gross profit for the six months ended September 30, 2024, was approximately HKD 765,000, with a gross margin of about 1.8%, compared to HKD 1,058,000 and 0.7% for the same period last year[86]. - The group's general trading business revenue decreased from approximately HKD 120,248,000 to HKD 21,915,000, primarily due to a decline in demand for chemical products from Chinese customers[86]. - The sales and integrated services business revenue fell from approximately HKD 32,136,000 to HKD 21,210,000, mainly due to the termination of customer spending on integrated systems[86]. - Administrative expenses decreased by approximately 46.3% to about HKD 3,795,000 from HKD 7,068,000 in the previous year[88]. Liabilities and Financial Position - Total liabilities amounted to HKD 290,584,000 as of September 30, 2024[23]. - The company’s total equity attributable to owners showed a capital deficit of HKD 273,724,000 as of September 30, 2024[9]. - The group has significant liabilities, with total liabilities amounting to HKD 272,356,000 as of September 30, 2024[170]. - As of September 30, 2024, the total debt of the group is approximately HKD 233,136,000, with convertible bonds accounting for about HKD 199,547,000[89]. - The group recorded net current liabilities of approximately HKD 221,047,000 and net liabilities of approximately HKD 257,303,000, indicating significant uncertainty regarding the group's ability to continue as a going concern[161]. - The total liabilities increased significantly, with convertible bonds amounting to HKD 199,547 thousand, up from HKD 39,729 thousand, indicating a rise of approximately 401.5%[152]. Cash Flow and Financial Management - The net cash used in operating activities was HKD (104,647) thousand, compared to HKD (8,315) thousand in the prior period, indicating a significant increase in cash outflow[156]. - The group has cash and cash equivalents of approximately HKD 144,000 as of September 30, 2024, compared to HKD 127,000 as of March 31, 2024[89]. - The company plans to improve its financial situation through capital raising activities such as rights issues or loan capitalization if necessary[106]. - The board has reviewed cash flow forecasts for the next twelve months, considering the impact of the aforementioned measures, and believes the group will have sufficient cash resources for future operational needs and upcoming financing requirements[188]. Strategic Initiatives - The company is actively seeking acquisition opportunities to gain new business in the Chinese market and strengthen its revenue and profit base[16]. - The group continues to enhance its customer base and supply chain in the chemical and agricultural products general trading business[85]. - The group aims to improve operational efficiency in the sales and integrated services segment through stringent project selection and cost control measures[85]. - The group aims to enhance operational efficiency by standardizing procedures and simplifying processes to eliminate redundancies and bottlenecks[110]. - The group is closely monitoring global economic trends to seize all business opportunities[110]. Shareholder Information - The board proposed a share consolidation, merging every eight existing ordinary shares of HKD 0.1 each into one consolidated ordinary share of HKD 0.8 each, which was approved by shareholders[73]. - Mr. Lin Qingqu holds a total of 495,460,166 shares, representing 185.30% of the company's equity[112]. - Mr. Lin Qingqu is also the beneficial owner of 305,490,241 shares held by the controlled company, representing 114.25% of the company's equity[115]. - The total number of share options that can be issued under the share option plan shall not exceed 10% of the total issued shares as of the adoption date, which is 26,738,953 shares[119]. - The company has no outstanding share options as of September 30, 2024[120]. Compliance and Reporting - The company has not applied new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[17]. - The group has adopted new and revised Hong Kong Financial Reporting Standards effective from April 1, 2024, without significant changes to accounting policies or financial statement presentation[165]. - The company’s audit committee has reviewed the unaudited condensed consolidated interim results for the six months ending September 30, 2024[126]. - The company has not made any provisions for Hong Kong profits tax as there were no taxable profits for the periods ended September 30, 2024, and September 30, 2023[51].