| 關於報告 | 2 | | --- | --- | | 報告範疇 | 2 | | 報告框架 | 2 | | 報告原則 | 2 | | 資料及反饋 | 2 | | 重點摘要 | 3 | | 董事會聲明 | 4 | | 與持份者溝通 | 6 | | 重要性評估 | 7 | | 環境保護 | 10 | | 環境目標及進展 | 10 | | 排放管理 | 12 | | 可持續營運 | 15 | | 應對氣候變化 | 18 | | 僱傭及勞工常規 | 20 | | 僱傭政策 | 20 | | 薪金及福利 | 21 | | 發展及培訓 | 24 | | 職業健康及安全 | 26 | | 營運管理 | 28 | | 供應鏈管理 | 28 | | 質量控制 | 29 | | 客戶服務 | 30 | | 廣告及宣傳 | 30 | | 私隱及知識產權保障 | 31 | | 反貪污 | 32 | | 社區投資 | 33 | | 關鍵績效指標概要 | 38 | | 附錄：「環境、社會及管治報告指引」內容索引 | 42 | 環境、社會及管治報告集中載述本年度本集團於中華人民共和國（「中國」或「中國內地」）、印度尼西亞及香港製造及銷售 ...

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9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 時代集團控股有限公司 呈交日期: 2025年10月8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) | 01023 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 3,000,000,000 | HKD | | 0.1 | HKD | | 300,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 3,000,000,000 | HKD | | 0.1 | HKD | | 300,000,000 | 本月底法定/註冊股 ...

Core Insights - Times Group Holdings (01023) reported a revenue of HKD 1.584 billion for the year ending June 30, 2025, representing a year-on-year decrease of 1.38% [1] - The company recorded a loss attributable to shareholders of HKD 178 million, compared to a profit of HKD 102 million in the same period last year, resulting in a basic loss per share of HKD 0.185 [1] - A special dividend of HKD 0.04 per share was declared for the year [1] Financial Performance - The decline in revenue was primarily due to a significant decrease in the fair value of investment properties, amounting to approximately HKD 109 million [1] - The termination of the Cole Haan business resulted in a one-time substantial loss of approximately HKD 83.6 million [1]

Core Viewpoint - Times Group Holdings (01023.HK) reported a year-on-year revenue decline of approximately 1.4% to around HKD 1.58 billion for the fiscal year ending June 30, 2025, primarily due to weak manufacturing performance [1] Financial Performance - The company recorded a net loss of approximately HKD 178 million for the year, compared to a net profit of about HKD 102 million in 2024 [1] - The significant loss was attributed to a substantial decrease in the fair value of investment properties by approximately HKD 109 million and a one-time major loss of about HKD 83.6 million from the termination of the Cole Haan business [1] - The loss attributable to ordinary equity holders was HKD 0.185 per share [1] Brand Overview - As of June 30, 2025, the company operates three proprietary brands: TUSCAN'S, Fashion&Joy, and Duffy [1] - TUSCAN'S is an Italian premium handbag brand [1] - Fashion&Joy is designed for independent, confident, and fashion-seeking young individuals, offering handcrafted and unique travel bags and business accessories [1] - Duffy is a brand that incorporates traditional Eastern artistic elements, aimed at modern women, with the goal of becoming a new iconic luxury brand in China [1]

Core Viewpoint - Times Group Holdings (01023) announced a special dividend of HKD 0.04 per share, to be distributed on December 22, 2025, for the fiscal year ending June 30, 2025 [1] Company Summary - The special dividend reflects the company's financial strategy and commitment to returning value to shareholders [1]

Group 1 - The company, Times Group Holdings, announced a special dividend of HKD 0.04 per share, which will be distributed on December 22, 2025, for the fiscal year ending June 30, 2025 [1]

SITOY GROUP HOLDINGS LIMITED 薪酬委員會（「委 員 會」）職權範圍 成 員 會議次數及程序 – 1 – 1. 委員會成員須由公司的董事會（「董事會」）委 任，成 員 人 數 不 少 於 三 名，委 員 會 的 大 部 分 成 員 須 為 公 司 的 獨 立 非 執 行 董 事。 2. 委 員 會 主 席 須 由 董 事 會 委 任 並 由 公 司 的 獨 立 非 執 行 董 事 擔 任。 3. 董 事 會 可 以 通 過 決 議 撤 銷 對 委 員 會 成 員 的 委 任 並 另 行 委 任 新 成 員。 4. 委 員 會 成 員 不 可 委 任 替 代 成 員。 5. 公 司 秘 書 擔 任 委 員 會 的 秘 書。 6. 委 員 會 須 至 少 每 年 一 次 舉 行 會 議。當 委 員 會 之 工 作 有 需 要 或 董 事 會 要 求 時，須 舉 行 額 外 會 議。 7. 委 會 員 主 席 可 酌 情 決 定 召 開 額 外 會 議。 8. 會 議 的 法 定 人 數 為 兩 名 獨 立 非 執 行 董 事。 9. 但 凡 有 關 委 員 會 成 員 薪 酬 的 議 案 ...

SITOY GROUP HOLDINGS LIMITED 時代集團控股有限公司 （於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：1023） （以 下 稱「公 司」） 提名委員會（「委 員 會」）職權範圍 成 員 會議次數及程序 – 1 – 1. 委員會成員須由公司的董事會（「董事會」）委 任，成 員 人 數 不 少 於 三 名 且 應 有 至 少 一 名 不 同 性 別 的 成 員，委 員 會 的 大 部 分 成 員 須 為 公 司 的 獨 立 非 執 行 董 事。 2. 委 員 會 主 席 須 由 董 事 會 委 任 並 由 董 事 會 主 席 或 公 司 獨 立 非 執 行 董 事 擔 任。 3. 董 事 會 可 以 通 過 決 議 撤 銷 對 委 員 會 成 員 的 委 任 並 另 行 委 任 新 成 員。 4. 委 員 會 成 員 不 可 委 任 替 代 成 員。 5. 公 司 秘 書 擔 任 委 員 會 的 秘 書。 6. 委 員 會 須 至 少 每 年 一 次 舉 行 會 議。當 委 員 會 之 工 作 有 需 要 或 董 事 會 要 求 時，須 舉 行 額 外 會 ...

EF001 免責聲明 第 2 頁 共 2 頁 v 1.1.1 | 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 | | | --- | --- | | 公告全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 | | | 股票發行人現金股息公告 | | | 發行人名稱 | 時代集團控股有限公司 | | 股份代號 | 01023 | | 多櫃檯股份代號及貨幣 | 不適用 | | 相關股份代號及名稱 | 不適用 | | 公告標題 | 截至二零二五年六月三十日止年度之特別股息 | | 公告日期 | 2025年9月29日 | | 公告狀態 | 新公告 | | 股息信息 | | | 股息類型 | 其他 | | 特別股息 | | | 股息性質 | 特別股息 | | 財政年末 | 2025年6月30日 | | 宣派股息的報告期末 | 2025年6月30日 | | 宣派股息 | 每 股 0.04 HKD | | 股東批准日期 | 2025年11月17日 | | 香港過戶登記處相關信息 | | | 派息金額及公司預設派發貨幣 ...

[Company Announcements and Financial Highlights](index=1&type=section&id=公司公告及财务摘要) This section provides an overview of the company's annual results, including key financial statements and performance metrics [Company Announcement](index=1&type=section&id=全年業績公佈) Sitoy Group Holdings Limited announced its audited consolidated annual results for the year ended June 30, 2025 - Sitoy Group Holdings Limited (Stock Code: 1023) announced its audited consolidated annual results for the year ended June 30, 2025[2](index=2&type=chunk) [Consolidated Statement of Profit or Loss](index=1&type=section&id=綜合損益表) For the year ended June 30, 2025, Sitoy Group Holdings Limited reported a loss before tax of HK$168,871 thousand, a significant turnaround from a profit of HK$128,165 thousand in FY2024, with a loss for the year of HK$178,074 thousand and basic loss per share of 18.50 HK cents Consolidated Statement of Profit or Loss Key Financial Data (HK$ thousand) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 1,584,240 | 1,606,481 | | Cost of sales | (1,068,177) | (1,034,206) | | Gross profit | 516,063 | 572,275 | | Other income and gains | 17,331 | 18,255 | | Selling and distribution expenses | (273,723) | (212,269) | | Administrative expenses | (228,500) | (232,584) | | Other expenses | (197,889) | (15,876) | | Finance costs | (1,317) | (2,079) | | (Loss)/Profit before tax | (168,871) | 128,165 | | Income tax expense | (9,203) | (26,277) | | (Loss)/Profit for the year | (178,074) | 101,888 | | Basic (loss)/earnings per share (HK cents) | (18.50) | 10.58 | | Diluted (loss)/earnings per share (HK cents) | (18.50) | 10.45 | [Consolidated Statement of Comprehensive Income](index=3&type=section&id=綜合全面收益表) In FY2025, the company recorded a total comprehensive loss for the year of HK$176,067 thousand, compared to a total comprehensive income of HK$108,960 thousand in FY2024, primarily due to the loss for the year Consolidated Statement of Comprehensive Income Key Data (HK$ thousand) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | (Loss)/Profit for the year | (178,074) | 101,888 | | Other comprehensive income (exchange differences) | 2,007 | 7,072 | | Total comprehensive (loss)/income for the year | (176,067) | 108,960 | [Consolidated Statement of Financial Position](index=4&type=section&id=綜合財務狀況表) As of June 30, 2025, the company's total net assets decreased to HK$1,570,731 thousand, approximately 13% lower than the same period in 2024, with declines in both non-current and current assets and a slight increase in current liabilities Consolidated Statement of Financial Position Key Data (HK$ thousand) | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total non-current assets | 948,476 | 1,060,144 | | Total current assets | 934,426 | 1,053,992 | | Total current liabilities | 296,399 | 284,306 | | Net current assets | 638,027 | 769,686 | | Net assets | 1,570,731 | 1,805,399 | | Total equity | 1,570,731 | 1,805,399 | [Notes to the Consolidated Financial Statements](index=5&type=section&id=綜合財務報表附註) This section details the company's background, accounting policies, segment information, and specific financial statement items [Company and Group Information](index=5&type=section&id=1.%20公司及集團資料) Sitoy Group Holdings Limited, incorporated in the Cayman Islands, is primarily engaged in the design, manufacturing, sales, and retail of handbags, small leather goods, travel products, and footwear, alongside advertising and property investment - The company was incorporated in the Cayman Islands on February 21, 2008, with Mr. Yeung Wah Keung and Dr. Yeung Wo Fai as controlling shareholders[7](index=7&type=chunk) - Principal activities include the design, research and development, manufacturing, sales, retail, and wholesale of handbags, small leather goods, travel products, and footwear, as well as advertising and marketing services and property investment[7](index=7&type=chunk) - The company's shares were listed on the Main Board of the Stock Exchange of Hong Kong on December 6, 2011[7](index=7&type=chunk) [Significant Accounting Policies](index=5&type=section&id=2.%20會計政策) The consolidated financial statements are prepared in accordance with IFRS and Hong Kong Companies Ordinance, using the historical cost convention, with investment properties measured at fair value, and control assessed based on rights to variable returns and ability to influence those returns - The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and the disclosure requirements of the Hong Kong Companies Ordinance, presented in HK dollars[8](index=8&type=chunk) - Consolidated accounts are based on the company's direct or indirect control over subsidiaries, with assessment criteria including rights to variable returns and the ability to influence those returns[9](index=9&type=chunk) - Revised IFRS 16 (Lease Liabilities in a Sale and Leaseback), IAS 1 (Classification of Liabilities as Current or Non-current, Non-current Liabilities with Covenants), and IAS 7/IFRS 7 (Supplier Finance Arrangements) were adopted for the first time this year, with no significant impact on the Group's financial position or performance[13](index=13&type=chunk)[14](index=14&type=chunk)[15](index=15&type=chunk) [Operating Segment Information](index=7&type=section&id=3.%20經營分部資料) The Group has three reportable operating segments: retail, manufacturing, and property investment; in FY2025, retail revenue grew but incurred a loss, manufacturing revenue declined and turned to a loss, and property investment revenue decreased and recorded a loss due to fair value losses - The Group's three reportable operating segments are retail, manufacturing, and property investment, with management allocating resources and assessing performance based on each segment's results[16](index=16&type=chunk)[20](index=20&type=chunk) - Inter-segment sales and transfers are conducted at prevailing market prices[19](index=19&type=chunk) FY2025 Segment Revenue and Results (HK$ thousand) | Segment | Sales to External Customers | Total Segment Revenue | Segment Results (Pre-tax) | | :--- | :--- | :--- | :--- | | Retail | 654,970 | 654,970 | (62,265) | | Manufacturing | 918,077 | 1,057,725 | (3,768) | | Property Investment | 11,193 | 14,385 | (101,787) | | **Total** | **1,584,240** | **1,727,080** | **(167,820)** | FY2024 Segment Revenue and Results (HK$ thousand) | Segment | Sales to External Customers | Total Segment Revenue | Segment Results (Pre-tax) | | :--- | :--- | :--- | :--- | | Retail | 527,741 | 527,741 | 26,755 | | Manufacturing | 1,066,341 | 1,200,042 | 110,234 | | Property Investment | 12,399 | 15,471 | (3,359) | | **Total** | **1,606,481** | **1,743,254** | **133,630** | Revenue from External Customers by Geographical Location (HK$ thousand) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Mainland China, Hong Kong, Macau and Taiwan | 901,237 | 820,518 | | North America | 144,935 | 278,819 | | Europe | 269,242 | 262,384 | | Other Asian Countries | 245,384 | 224,166 | | Other Countries/Regions | 23,442 | 20,594 | | **Total Revenue** | **1,584,240** | **1,606,481** | Non-current Assets by Geographical Location (HK$ thousand) | Region | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Mainland China, Hong Kong | 853,961 | 1,005,550 | | Indonesia | 70,390 | 40,876 | | **Total** | **924,351** | **1,046,426** | Sales Revenue from Major Customers (HK$ thousand) | Year | Sales Revenue | % of Group Revenue | | :--- | :--- | :--- | | 2025 | 184,294 | >10% | | 2024 | 293,961 | >10% | - Sales revenue from a major customer in the manufacturing segment decreased by approximately **37.3%** year-on-year in FY2025[25](index=25&type=chunk) [Revenue, Other Income and Gains](index=11&type=section&id=4.%20收益、其他收入及收益) In FY2025, the Group's total revenue slightly decreased, primarily from goods sales, while other income and gains also slightly reduced, though net exchange gains offset some decline in interest income Revenue Sources Analysis (HK$ thousand) | Revenue Category | 2025 | 2024 | | :--- | :--- | :--- | | Sales of goods | 1,573,047 | 1,594,082 | | Gross rental income | 11,193 | 12,399 | | **Total** | **1,584,240** | **1,606,481** | - Revenue from goods sales is primarily recognized upon transfer of goods, with payment terms typically **30 to 150 days** for the manufacturing segment and **60 days** for the retail segment[29](index=29&type=chunk) Other Income and Gains Analysis (HK$ thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Interest income | 6,864 | 10,420 | | Compensation and disposal income | 2,069 | 3,346 | | Government grants | 1,680 | 2,809 | | Net exchange gains | 5,374 | – | | Others | 1,344 | 1,680 | | **Total** | **17,331** | **18,255** | [Finance Costs](index=14&type=section&id=5.%20融資成本) Total finance costs in FY2025 amounted to HK$1,317 thousand, a decrease from FY2024, mainly due to reduced interest on lease liabilities Finance Costs Analysis (HK$ thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Interest on bank borrowings | 210 | – | | Interest on lease liabilities | 1,107 | 2,079 | | **Total** | **1,317** | **2,079** | [(Loss)/Profit Before Tax](index=14&type=section&id=6.%20除稅前（虧損）╱溢利) The loss before tax in FY2025 was primarily impacted by the loss from the termination of the Cole Haan business and a significant increase in fair value losses on investment properties, alongside rising cost of sales and selling and distribution expenses Key Items Affecting (Loss)/Profit Before Tax (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Cost of inventories sold | 1,068,177 | 1,034,206 | | Total employee benefit expenses | 374,755 | 380,105 | | Loss from termination of Cole Haan business | 83,568 | – | | Fair value loss on investment properties | 109,216 | 9,400 | | Write-down/(reversal of write-down) of inventories to net realisable value | 5,546 | (4,146) | | Net exchange (gains)/losses | (5,374) | 2,385 | [Income Tax Expense](index=15&type=section&id=7.%20所得稅開支) Income tax expense significantly decreased in FY2025, mainly due to reduced current income tax expenses in Mainland China and Hong Kong, and a deferred tax credit - The Group is not subject to income tax in the Cayman Islands and the British Virgin Islands[35](index=35&type=chunk) - Hong Kong profits tax is provided at **16.5%**, and Mainland China corporate income tax at **25%**[35](index=35&type=chunk)[36](index=36&type=chunk) Income Tax Expense Analysis (HK$ thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Current – Hong Kong | 14,032 | 15,087 | | Adjustment in respect of current income tax of prior years | (12) | 2,043 | | Current – Mainland China | 5,153 | 11,119 | | Adjustment in respect of current income tax of prior years | 13 | (4,057) | | Deferred tax | (9,983) | 2,085 | | **Total tax expense for the year** | **9,203** | **26,277** | [Dividends](index=15&type=section&id=8.%20股息) In FY2025, the company declared an interim dividend of 2 HK cents per share and proposed a special dividend of 4 HK cents per share, totaling HK$57,835 thousand in dividends Dividend Distribution (HK$ thousand) | Dividend Type | 2025 | 2024 | | :--- | :--- | :--- | | Interim dividend (2 HK cents per ordinary share) | 19,218 | 19,284 | | Proposed final dividend (4 HK cents per share) | – | 38,617 | | Proposed special dividend (4 HK cents per share) | 38,617 | – | | **Total** | **57,835** | **57,901** | - The Board proposed a special dividend of **4 HK cents** per share for FY2025, compared to a final dividend of 4 HK cents per share in FY2024[38](index=38&type=chunk) [(Loss)/Earnings Per Share Attributable to Ordinary Equity Holders of the Company](index=16&type=section&id=9.%20本公司普通權益持有人應佔每股（虧損）╱盈%20利) In FY2025, the company's basic and diluted loss per share were both 18.50 HK cents, a significant shift from earnings per share of 10.58 HK cents (basic) and 10.45 HK cents (diluted) in FY2024 (Loss)/Earnings Per Share Calculation (HK$ thousand/share) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | (Loss)/Profit attributable to ordinary equity holders of the company for the purpose of basic and diluted (loss)/earnings per share | (178,074) | 101,888 | | Weighted average number of ordinary shares in issue for the purpose of basic (loss)/earnings per share | 962,639,000 | 963,383,000 | | Dilutive effect – weighted average number of ordinary shares | – | 11,612,000 | | Weighted average number of ordinary shares in issue for the purpose of diluted (loss)/earnings per share | 962,639,000 | 974,995,000 | | **Basic (HK cents)** | **(18.50)** | **10.58** | | **Diluted (HK cents)** | **(18.50)** | **10.45** | - In FY2025, no adjustment was made for the dilutive effect on basic loss per share as unexercised share options had an anti-dilutive impact on the presented basic loss per share amount[40](index=40&type=chunk) [Trade Receivables](index=17&type=section&id=10.%20貿易應收賬款) As of June 30, 2025, total trade receivables amounted to HK$262,264 thousand, a decrease from 2024, with the company maintaining strict credit control policies and assessing expected credit losses based on overdue days and customer categories Trade Receivables and Impairment (HK$ thousand) | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Gross trade receivables | 264,642 | 300,681 | | Impairment | (2,378) | (3,496) | | **Total** | **262,264** | **297,185** | - Trade receivables are unsecured and non-interest bearing, with regular reviews of overdue balances to mitigate credit risk[43](index=43&type=chunk) Ageing Analysis of Trade Receivables (HK$ thousand) | Ageing | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Within 90 days | 245,097 | 277,581 | | 91 to 180 days | 16,293 | 13,668 | | Over 180 days | 874 | 5,936 | | **Total** | **262,264** | **297,185** | - Expected credit loss rates significantly increase with overdue periods, for example, a **46.92%** loss rate for over six months overdue in 2025[45](index=45&type=chunk) [Trade Payables and Bills Payable](index=18&type=section&id=11.%20貿易應付賬款及應付票據) As of June 30, 2025, total trade payables and bills payable amounted to HK$150,490 thousand, an increase from 2024 Ageing Analysis of Trade Payables and Bills Payable (HK$ thousand) | Ageing | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Within 90 days | 137,392 | 126,460 | | 91 to 180 days | 10,986 | 5,250 | | 181 to 365 days | 1,473 | 1,331 | | Over 365 days | 639 | 513 | | **Total** | **150,490** | **133,554** | - Trade payables are non-interest bearing and generally settled within **90 days**[46](index=46&type=chunk) [Management Discussion and Analysis](index=19&type=section&id=管理層討論及分析) This section reviews the Group's business performance across retail, manufacturing, and property investment segments, and analyzes key financial metrics and operational strategies [Business Review](index=19&type=section&id=業務回顧) In FY2025, retail revenue grew but incurred a one-off loss from terminating Cole Haan business; manufacturing revenue declined and turned to a loss due to global economic uncertainty; property investment recorded a loss from fair value adjustments, while the Group responded with market and product diversification, core competency maintenance, and production flexibility - The Group's internal creative and R&D centers provide one-stop design, research, development, and manufacturing solutions to adapt to changing consumer preferences and enhance industry competitiveness[53](index=53&type=chunk) - Future plans include sourcing competitive quality raw materials, improving production machinery, tools, and systems, and optimizing production processes to ensure product quality and reduce labor dependency[53](index=53&type=chunk) [Retail Business](index=19&type=section&id=零售業務) In FY2025, retail business revenue increased by 24.1% to approximately HK$655.0 million, primarily driven by online and live streaming sales channels, but recorded a pre-tax loss of approximately HK$62.3 million due to a significant one-off loss from terminating the Cole Haan business - Retail business revenue increased by **24.1%** year-on-year to approximately **HK$655.0 million** in FY2025, primarily driven by online and live streaming sales channels[47](index=47&type=chunk) - The segment recorded a loss before tax of approximately **HK$62.3 million**, compared to a profit of approximately HK$26.8 million in the prior year, mainly due to a significant one-off loss of approximately **HK$83.6 million** from terminating the Cole Haan business[47](index=47&type=chunk) - The Group operates three proprietary brands: TUSCAN'S, Fashion & Joy, and Duffy[48](index=48&type=chunk) [Manufacturing Business](index=19&type=section&id=製造業務) In FY2025, manufacturing business received approximately 13.9% fewer purchase orders from external customers, with revenue of approximately HK$918.1 million, resulting in a pre-tax loss of approximately HK$3.8 million due to global economic uncertainty and inventory surplus - Manufacturing business received approximately **13.9% fewer** purchase orders from external customers in FY2025, with revenue of approximately **HK$918.1 million**[49](index=49&type=chunk) - The segment recorded a loss before tax of approximately **HK$3.8 million**, compared to a profit of approximately HK$110.2 million in the prior year, primarily affected by global economic uncertainty and inventory surplus[49](index=49&type=chunk) - The Group adopts a market and product diversification strategy, balancing revenue across North America, Europe, and Asia markets, and producing handbags, small leather goods, and travel products[50](index=50&type=chunk) - The Group operates factories in Mainland China, Hong Kong, and Indonesia, providing production flexibility, with the Indonesian overseas factory contributing revenue since Q1 2025, offering an alternative for new customers[51](index=51&type=chunk) [Property Investment Business](index=20&type=section&id=物業投資業務) In FY2025, property investment business generated revenue of approximately HK$11.2 million, with a pre-tax loss of approximately HK$101.8 million, primarily due to a net fair value loss on investment properties of approximately HK$109.2 million, reflecting intense competition and weak demand in the Hong Kong Grade A office market - Property investment business generated revenue of approximately **HK$11.2 million** in FY2025, with a segment loss before tax of approximately **HK$101.8 million**[52](index=52&type=chunk) - The loss was primarily driven by a net fair value loss on investment properties of approximately **HK$109.2 million**, reflecting intense competition, weak demand, and economic uncertainty in the Hong Kong Grade A office market[52](index=52&type=chunk) - The Group's investment properties include Sitoy Centre, Public Industrial Building, and parts of New Port Centre, aimed at generating rental income and capital appreciation[52](index=52&type=chunk) [Product Research, Development and Design](index=20&type=section&id=產品研究、開發及設計) The Group's internal creative and R&D centers provide comprehensive design, research, development, and manufacturing solutions to adapt to evolving consumer preferences and enhance industry competitiveness - The Group's internal creative center and R&D center provide one-stop design, research, development, and manufacturing solutions to respond to changes in consumer preferences and enhance industry competitiveness[53](index=53&type=chunk) - Future efforts will focus on identifying competitive quality raw materials, improving production machinery, tools, and systems, and optimizing production processes to ensure product quality and reduce labor dependency[53](index=53&type=chunk) [Financial Review](index=21&type=section&id=財務回顧) In FY2025, the Group's revenue slightly decreased, while cost of sales increased, leading to a decline in gross profit and margin; selling and distribution expenses rose due to brand promotion, and other expenses significantly increased due to fair value losses on investment properties and the termination of Cole Haan business, ultimately resulting in a net loss for the year - The Group recorded a loss for the year of **HK$178.1 million**, primarily due to a significant decrease in the fair value of investment properties of approximately **HK$109.2 million** and a one-off significant loss of approximately **HK$83.6 million** from the termination of the Cole Haan business[63](index=63&type=chunk) [Revenue](index=21&type=section&id=收益) Revenue decreased by 1.4% to HK$1,584.2 million in FY2025, primarily due to the downturn in the manufacturing business Revenue (HK$ thousand) | Year | Revenue | Change | | :--- | :--- | :--- | | 2025 | 1,584,200 | -1.4% | | 2024 | 1,606,500 | | - The decrease in revenue was primarily due to the sluggish manufacturing business[54](index=54&type=chunk) [Cost of Sales](index=21&type=section&id=銷售成本) Cost of sales increased by 3.3% to HK$1,068.2 million in FY2025, mainly due to the lower sensitivity of fixed costs to sales volume Cost of Sales (HK$ thousand) | Year | Cost of Sales | Change | | :--- | :--- | :--- | | 2025 | 1,068,200 | +3.3% | | 2024 | 1,034,200 | | - The increase in cost of sales was primarily due to the lower sensitivity of fixed costs to sales volume[55](index=55&type=chunk) [Gross Profit and Gross Margin](index=21&type=section&id=毛利及毛利率) Gross profit decreased by 9.8% to HK$516.1 million, and gross margin declined by 3.0 percentage points to 32.6% in FY2025, mainly due to geopolitical tensions and changes in customer base Gross Profit and Gross Margin (HK$ thousand) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Gross Profit | 516,100 | 572,300 | -9.8% | | Gross Margin | 32.6% | 35.6% | -3.0pp | - The decline in gross profit and gross margin was primarily due to uncertainties in the global economy caused by geopolitical tensions and changes in the customer base[56](index=56&type=chunk) [Other Income and Gains](index=21&type=section&id=其他收入及收益) Other income and gains decreased by 5.1% to HK$17.3 million in FY2025, as a reduction in interest income was offset by net exchange gains from the depreciation of RMB against USD Other Income and Gains (HK$ thousand) | Year | Other Income and Gains | Change | | :--- | :--- | :--- | | 2025 | 17,300 | -5.1% | | 2024 | 18,300 | | - The decrease in interest income was offset by net exchange gains of approximately **HK$5.4 million** from the depreciation of RMB against USD, whereas FY2024 incurred a net foreign exchange loss of approximately HK$2.4 million[57](index=57&type=chunk) [Selling and Distribution Expenses](index=21&type=section&id=銷售及分銷開支) Selling and distribution expenses increased by 29.0% to HK$273.7 million in FY2025, primarily due to costs associated with expanding brand market influence, building brand image, and various retail marketing activities Selling and Distribution Expenses (HK$ thousand) | Year | Selling and Distribution Expenses | Change | | :--- | :--- | :--- | | 2025 | 273,700 | +29.0% | | 2024 | 212,300 | | - The increase was primarily due to costs associated with expanding brand market influence, building brand image, and undertaking certain retail business marketing activities[58](index=58&type=chunk) [Administrative Expenses](index=21&type=section&id=行政開支) Administrative expenses slightly decreased by 1.8% to HK$228.5 million in FY2025 Administrative Expenses (HK$ thousand) | Year | Administrative Expenses | Change | | :--- | :--- | :--- | | 2025 | 228,500 | -1.8% | | 2024 | 232,600 | | [Other Expenses](index=22&type=section&id=其他開支) Other expenses significantly increased by 1146.5% to HK$197.9 million in FY2025, mainly due to increased fair value losses on investment properties and a one-off loss from terminating the Cole Haan business Other Expenses (HK$ thousand) | Year | Other Expenses | Change | | :--- | :--- | :--- | | 2025 | 197,900 | +1146.5% | | 2024 | 15,900 | | - The increase primarily stemmed from an increased fair value loss on investment properties of approximately **HK$109.2 million** (FY2024: HK$9.4 million) and a significant one-off loss of approximately **HK$83.6 million** from the termination of the Cole Haan business[60](index=60&type=chunk) [Income Tax Expense](index=22&type=section&id=所得稅開支) The Group is exempt from income tax in the Cayman Islands and British Virgin Islands, with Hong Kong profits tax at 16.5% and Mainland China corporate income tax at 25% - The Group is not subject to income tax in the Cayman Islands and the British Virgin Islands[61](index=61&type=chunk)[62](index=62&type=chunk) - Hong Kong profits tax rate is **16.5%**, and Mainland China corporate income tax rate is **25%**[61](index=61&type=chunk)[62](index=62&type=chunk) [(Loss)/Profit for the Year](index=22&type=section&id=年內（虧損）╱溢利) The Group recorded a loss for the year of HK$178.1 million in FY2025, a turnaround from profit, primarily due to a significant decrease in investment property fair value and a one-off loss from terminating the Cole Haan business (Loss)/Profit for the Year (HK$ thousand) | Year | (Loss)/Profit for the Year | Change | | :--- | :--- | :--- | | 2025 | (178,100) | Turnaround to loss | | 2024 | 101,900 | | - Primarily due to a significant decrease in the fair value of investment properties of approximately **HK$109.2 million** and a one-off significant loss of approximately **HK$83.6 million** from the termination of the Cole Haan business[63](index=63&type=chunk) [Investment Properties](index=23&type=section&id=投資物業) As of June 30, 2025, the carrying value of investment properties decreased to HK$558.4 million, primarily comprising Sitoy Centre, Public Industrial Building, and parts of New Port Centre, held for rental income and capital appreciation Carrying Value of Investment Properties (HK$ thousand) | Year | Carrying Value of Investment Properties | | :--- | :--- | | June 30, 2025 | 558,400 | | June 30, 2024 | 683,100 | - Investment properties include Sitoy Centre (partial floors), 4th to 5th floors of Public Industrial Building, and Unit 1011, 10th Floor, Tower 1, New Port Centre[64](index=64&type=chunk)[65](index=65&type=chunk)[67](index=67&type=chunk) - Sitoy Centre has a total gross floor area of approximately **70,000 square feet**, with some floors for the Group's own use and others for lease[64](index=64&type=chunk) [Cash and Cash Equivalents](index=24&type=section&id=現金及現金等價物) As of June 30, 2025, cash and cash equivalents decreased by 5.0% to HK$437.4 million, primarily due to reduced net cash flow from operating activities Cash and Cash Equivalents (HK$ thousand) | Year | Cash and Cash Equivalents | | :--- | :--- | | June 30, 2025 | 437,400 | | June 30, 2024 | 460,600 | [Capital Expenditure](index=24&type=section&id=資本開支) Capital expenditure reached HK$40.3 million in FY2025, primarily allocated to expanding retail operations and upgrading and expanding manufacturing facilities in China and Indonesia Capital Expenditure (HK$ thousand) | Year | Capital Expenditure | | :--- | :--- | | 2025 | 40,300 | - Capital expenditure primarily involved expanding retail operations and upgrading and expanding manufacturing facilities in China and Indonesia[69](index=69&type=chunk) [Material Investments](index=24&type=section&id=重大投資) The Group held no material investments in FY2025 - The Group held no material investments in FY2025[70](index=70&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=24&type=section&id=重大收購及出售附屬公司、聯營公司及合營公司) The Group did not undertake any other material acquisitions or disposals of subsidiaries, associates, or joint ventures in FY2025 - The Group did not undertake any other material acquisitions or disposals of subsidiaries, associates, or joint ventures in FY2025[71](index=71&type=chunk) [Treasury Policy](index=24&type=section&id=庫務政策) The Group adopts a prudent treasury policy to effectively control treasury operations, reduce borrowing costs, and maintain sufficient cash and cash equivalents for short-term financing needs, with the Board regularly reviewing the policy for effectiveness - The treasury policy aims to effectively control treasury operations, reduce borrowing costs, and maintain sufficient cash to meet short-term financing needs[72](index=72&type=chunk) - The Board regularly reviews and evaluates the treasury policy to ensure financial resources are utilized in the most cost-effective and efficient manner[72](index=72&type=chunk) [Liquidity and Financial Resources](index=25&type=section&id=流動資金及財務資源) The Group maintains a robust liquidity and financial resources position with sufficient cash, bank balances, and bank facilities to meet business development, operating, and capital expenditure requirements, reporting net debt less than zero as of June 30, 2025, thus no gearing ratio is presented Cash and Cash Equivalents (HK$ thousand) | Year | Cash and Cash Equivalents | | :--- | :--- | | June 30, 2025 | 437,400 | | June 30, 2024 | 460,600 | - Cash is primarily denominated in **HKD, RMB, EUR, USD, and IDR**[73](index=73&type=chunk) - As of June 30, 2025, the Group's net debt was less than zero, hence no gearing ratio is presented[73](index=73&type=chunk) [Foreign Exchange Risk](index=25&type=section&id=外匯風險) The Group faces foreign exchange risk from USD, EUR, RMB, and IDR against HKD, which it mitigates through centralized foreign exchange management, matching income and expense currencies, and using forward contracts when natural hedging is not possible - In FY2025, **56.5%** of the Group's sales were denominated in currencies other than the functional currency of the business unit, while approximately **86.8%** of costs were denominated in the functional currency of the unit[74](index=74&type=chunk) - Major transaction currencies include **HKD, USD, EUR, RMB, and IDR**[74](index=74&type=chunk) - The Group mitigates foreign exchange risk through centralized foreign exchange management, matching income and expense currencies, and using foreign exchange forward contracts when natural hedging is not possible[75](index=75&type=chunk) - As of June 30, 2025, and 2024, the Group had no outstanding foreign exchange forward contracts or other unexercised financial derivative instruments[75](index=75&type=chunk) [Pledged Assets](index=26&type=section&id=資產抵押) As of June 30, 2025, approximately HK$26.6 million in fixed deposits were pledged as security for bank facilities Pledged Deposits (HK$ thousand) | Year | Pledged Deposits | | :--- | :--- | | June 30, 2025 | 26,600 | | June 30, 2024 | 25,900 | [Inventory Turnover Days](index=26&type=section&id=存貨周轉天數) Inventory turnover days decreased to 70 days in FY2025, primarily due to a lower average inventory level after the termination of the Cole Haan business Inventory Turnover Days (Days) | Year | Inventory Turnover Days | | :--- | :--- | | 2025 | 70 | | 2024 | 79 | [Trade Receivables Turnover Days](index=26&type=section&id=貿易應收賬款周轉天數) Trade receivables turnover days decreased to 65 days in FY2025, reflecting the Group's strict credit control policies Trade Receivables Turnover Days (Days) | Year | Trade Receivables Turnover Days | | :--- | :--- | | 2025 | 65 | | 2024 | 78 | - The Group implements strict credit control policies and has not encountered any significant credit risks[78](index=78&type=chunk) [Trade Payables and Bills Payable Turnover Days](index=26&type=section&id=貿易應付賬款及應付票據周轉天數) Trade payables and bills payable turnover days decreased to 63 days in FY2025 Trade Payables and Bills Payable Turnover Days (Days) | Year | Trade Payables and Bills Payable Turnover Days | | :--- | :--- | | 2025 | 63 | | 2024 | 66 | - Trade payables are non-interest bearing and generally settled within **90 days**[79](index=79&type=chunk) [Off-Balance Sheet Commitments and Arrangements and Contingent Liabilities](index=26&type=section&id=資產負債表外承擔及安排及或然負債) As of June 30, 2025, the Group had no material off-balance sheet commitments, arrangements, or contingent liabilities - As of June 30, 2025, the Group had no material off-balance sheet commitments, arrangements, or contingent liabilities[80](index=80&type=chunk) [Employees](index=26&type=section&id=僱員) As of June 30, 2025, the Group employed approximately 5,000 staff, offering competitive remuneration, benefits, accommodation, recreational facilities, and training programs, alongside share option and share award schemes to recognize contributions - As of June 30, 2025, the Group had approximately **5,000 employees**[81](index=81&type=chunk) - The Group provides basic salaries, performance bonuses, social insurance, housing provident funds, staff accommodation, recreational facilities, and training programs[81](index=81&type=chunk) - Share option scheme (approved in 2011) and share award scheme (approved in 2018) have been adopted to recognize employee contributions[82](index=82&type=chunk) [Proposed Dividends](index=27&type=section&id=建議股息) An interim dividend of 2 HK cents per share was paid in FY2025, and a special dividend of 4 HK cents per share is proposed, payable on or before December 22, 2025, subject to shareholder approval - An interim dividend of **2 HK cents** per share was paid on April 28, 2025[83](index=83&type=chunk) - The Board proposed a special dividend of **4 HK cents** per share for FY2025, subject to approval at the Annual General Meeting on November 17, 2025[83](index=83&type=chunk) [Closure of Register of Members](index=27&type=section&id=暫停辦理股份過戶登記手續) The company will suspend its register of members from November 11 to November 17, 2025, to determine eligibility for attending the AGM, and from November 25 to November 28, 2025, to determine eligibility for receiving the proposed dividend - The register of members will be closed from Tuesday, November 11, 2025, to Monday, November 17, 2025, to determine shareholders' eligibility to attend the 2025 Annual General Meeting[84](index=84&type=chunk) - The register of members will be closed from Tuesday, November 25, 2025, to Friday, November 28, 2025, to determine shareholders' eligibility to receive the proposed dividend[85](index=85&type=chunk) [Corporate Governance and Others](index=27&type=section&id=企業管治及其他) This section outlines the company's commitment to corporate governance, including securities trading by directors, audit committee functions, auditor re-appointment, and publication of financial reports [Securities Transactions by Directors and Relevant Employees](index=27&type=section&id=董事及相關僱員的證券交易) The company adopted the Model Code for Securities Transactions by Directors of Listed Issuers and requires relevant employees to adhere to no less exacting written guidelines, with all directors confirming full compliance in FY2025 and no non-compliance by relevant employees - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[86](index=86&type=chunk) - All directors confirmed full compliance with the Model Code in FY2025, and no non-compliance by relevant employees with these guidelines was noted[86](index=86&type=chunk)[87](index=87&type=chunk) [Corporate Governance](index=28&type=section&id=企業管治) The company is committed to establishing sound corporate governance practices and procedures to achieve transparency, accountability, and value creation for shareholders, with the Board adopting practices that meet or exceed the Corporate Governance Code and confirming compliance in FY2025 - The company is committed to establishing sound corporate governance practices and procedures to be a transparent and accountable enterprise, focusing on risk management, internal controls, fair disclosure, and accountability to all shareholders[88](index=88&type=chunk) - The Board has adopted a set of corporate governance practices that comply with or are no less exacting than the requirements of the Corporate Governance Code set out in Appendix C1 of the Listing Rules, and confirmed compliance with the Code provisions in FY2025[89](index=89&type=chunk) [Audit Committee](index=28&type=section&id=審核委員會) The Audit Committee, established in accordance with the Corporate Governance Code, is responsible for reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems, and has reviewed the FY2025 annual results - The Audit Committee comprises three independent non-executive directors: Mr. Yeung Chi Tat (Chairman), Mr. Kwan Po Chuen, and Ms. Li Po Yuk[90](index=90&type=chunk) - The Committee's primary responsibilities include reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems related to financial reporting, and has reviewed and discussed the Group's annual results for FY2025[90](index=90&type=chunk) [Auditor](index=28&type=section&id=核數師) A resolution will be proposed at the upcoming Annual General Meeting to re-appoint Ernst & Young as the company's auditor - A resolution will be proposed to re-appoint Ernst & Young as the company's auditor until the conclusion of the next Annual General Meeting[91](index=91&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=28&type=section&id=購買、出售或贖回本公司上市證券) Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during FY2025 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during FY2025[92](index=92&type=chunk) [Publication of Annual Results Announcement and Annual Report](index=29&type=section&id=刊發全年業績公佈及年度報告) This annual results announcement has been published on the company's and Stock Exchange's websites, with the annual report to be dispatched to shareholders and posted on the same websites in due course - This annual results announcement has been published on the company's website (www.sitoy.com) and the Stock Exchange's website (www.hkexnews.hk)[93](index=93&type=chunk) - The company's annual report for FY2025 will be dispatched to shareholders and posted on the aforementioned websites in due course[93](index=93&type=chunk) [Board of Directors](index=29&type=section&id=董事會成員) As of the announcement date, the Board of Directors includes executive directors Mr. Yeung Wah Keung, Dr. Yeung Wo Fai, Mr. Yeung Kin, and Mr. Chan Tung Chit, along with independent non-executive directors Mr. Yeung Chi Tat, Mr. Kwan Po Chuen, and Ms. Li Po Yuk - Executive Directors are Mr. Yeung Wah Keung, Dr. Yeung Wo Fai, Mr. Yeung Kin, and Mr. Chan Tung Chit[95](index=95&type=chunk) - Independent Non-executive Directors are Mr. Yeung Chi Tat, Mr. Kwan Po Chuen, and Ms. Li Po Yuk[95](index=95&type=chunk)