VEEKO INTERNATIONAL HOLDINGS LIMITED 威 高國際控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立 之有限公司） (Stock Code 股份代號：1173) NOTIFICATION LETTER 通知信函 30 July 2025 It is the responsibility of registered shareholders to provide a functional email address. If you have not provided your email address to the Company or need to update your email address, the Company recommends you to provide your email address by completing, signing the enclosed Request Form and returning to the Branch Sh ...

Contents 目錄 About this Report 關於本報告 威高國際控股有限公司（「本公司」）發表的第9份《環境、 社會及管治（「ESG」）報告書》（「本報告」）。本報告將繼 續 披 露 本 公 司 及 其 附 屬 公 司（ 統 稱「 本 集 團 」）在ESG方 面的政策、措施及績效，以實現本集團的承諾，並讓 各持份者瞭解本集團在ESG議題上的進程和發展方向。 本報告以中、英文編寫，並遵守香港聯合交易所有限 公 司（「 聯 交 所 」）證 券 上 市 規 則 附 錄C2《環境、社會及 管治報告指引》（「《指引》」）的相關規定，現已上載至香 港交易及結算所有限公司 (www.hkexnews.hk) 及本公司 (www.irasia.com/listco/hk/veeko/index.htm)網站。 本報告呈列本公司在環境及社會方面的管理方針及表現。 本報告所披露的數據及╱或資訊來自內部統計及分析。 報告範圍 | | | 頁次 | | --- | --- | --- | | | | Page | | 關於本報告 | About this Report | 2-3 | | 環境、社會及管治治理 | E ...

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，並明確表示概不就因本通告全部或 任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 7. 考 慮 並 酌 情 通 過 下 列 決 議 案（無 論 有 否 作 出 修 訂）為 普 通 決 議 案： 「動 議 – 2 – VEEKO INTERNATIONAL HOLDINGS LIMITED 威高國際控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：1173） 2025年股東週年大會通告 茲通告 威高國際控股有限公司Veeko International Holdings Limited（「本公司」）謹 訂 於 2025年9月23日（星 期 二）上 午10時30分假座香港新界葵涌大連排道192–200號偉倫 中心二期十樓以實體大會方式舉行2025年 股 東 週 年 大 會（「大 會」），以 處 理 下 列 事 項︰ – 1 – 1. 省覽及接納截至2025年3月31日止年度之本公司及其附屬公司經審核綜合財 務報表及董事會與獨立核數師報告書。 2. 重選鄭鐘文先生為董事。 3. 重 ...

威高國際控股有限公司 （於開曼群島註冊成立之有限公司） VEEKO INTERNATIONAL HOLDINGS LIMITED 附註： （股份代號：1173） 2025年 股東週年 大會之代表委任表格 本人╱吾等 （附註1） 地址為 為 威高國際控股有限公司Veeko International Holdings Limited（「 本公司 」）股 本 中 每 股 面 值0.01港 元 普通股 （附註2） 股之登記持有人， 茲委任 （附註3） 地址為 或如其未克出席，大會主席為本人╱吾等之受委任代表，代表本人╱吾等出席本公司訂於2025年9月23日（星 期 二） 上 午10時30分假座香港新界葵涌大連排道192-200號偉倫中心二期十樓舉行之2025年 股 東 週 年 大 會（「大 會」）（及 其 任 何 續 會），並 於 大 會 上 發 言 及 就 召 開 大 會 的 通 告 所 載 之 決 議 案，依 照 下 列 指 示 代 表 本 人╱吾 等 投 票；如 無 作 出 任 何指示，則由本人╱吾等的受委任代表酌情投票。 請 在 適 當 空 格 內 填 上 剔 號（「✓」），以 顯 示 閣 下 之 投 票 ...

此乃重要通函 請立即處理 閣下如 對本通函內容或應採取之行動 有任何疑問，應諮詢 閣下之股票經紀、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。 閣下如已將名下之威高國際控股有限公司Veeko International Holdings Limited股份全 部 售出或轉讓，應立即將本通函及隨附之代表委任表格及年報送交買主或承讓人，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。 VEEKO INTERNATIONAL HOLDINGS LIMITED 威高國際控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：1173） 建議授予購回股份及發行股份之一般授權、 重選退任董事 及 2025年股東週年大會通告 威高國際控股有限公司Veeko International Holdings Limited（「本公司」）謹 訂 於2025年 9月23日（星 ...

[Company Information](index=4&type=section&id=Company%20Information) Provides an overview of the company's governance, key personnel, and operational details [Board of Directors and Committee Members](index=4&type=section&id=Board%20of%20Directors%20and%20Committee%20Members) Details the composition of the Board of Directors and recent personnel changes in key committees - Board composition: **2 Executive Directors**, **1 Non-executive Director**, **3 Independent Non-executive Directors**[6](index=6&type=chunk)[7](index=7&type=chunk) - Personnel change: Ms. Liu Shitong appointed as Independent Non-executive Director, Audit and Remuneration Committee Chair on December 15, 2024; Mr. Yang Yongji resigned on the same day[6](index=6&type=chunk)[7](index=7&type=chunk) [Company Secretary, Legal Advisors, and Auditor](index=5&type=section&id=Company%20Secretary%2C%20Legal%20Advisors%2C%20and%20Auditor) Outlines changes in the company secretary role and identifies the legal advisors and external auditor - Company Secretary: Ms. Chow Man Yee appointed on February 1, 2025, replacing Ms. Wong Chi Ying[9](index=9&type=chunk) - Auditor: Ernst & Young[9](index=9&type=chunk)[10](index=10&type=chunk) [Registered Office and Principal Place of Business](index=5&type=section&id=Registered%20Office%20and%20Principal%20Place%20of%20Business) Specifies the company's registered office in Cayman Islands and principal business location in Hong Kong - Registered Office: Cricket Square, Cayman Islands[9](index=9&type=chunk)[10](index=10&type=chunk) - Head Office and Principal Place of Business: 10/F, Phase 2, Weilun Centre, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong[11](index=11&type=chunk) [Principal Bankers and Stock Code](index=6&type=section&id=Principal%20Bankers%20and%20Stock%20Code) Lists the company's main banking partners and its stock exchange trading code - Principal Bankers: Bank of China (Hong Kong), CTBC Bank, DBS Bank (Hong Kong), O-Bank[12](index=12&type=chunk) - Stock Code: **1173**[13](index=13&type=chunk) [Chairman's Statement](index=7&type=section&id=Chairman%27s%20Statement) Provides an overview of the group's business, financial performance, and future outlook [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) Discusses the group's retail operations in beauty products and ladies' fashion across Hong Kong and Macau - The Group is a retailer of beauty products and ladies' fashion[14](index=14&type=chunk)[17](index=17&type=chunk) - Retail network includes **105 sales points** in Hong Kong and Macau, with brands Colourmix, MORIMOR, Veeko, and Wanko[14](index=14&type=chunk)[17](index=17&type=chunk) [Business Review](index=7&type=section&id=Business%20Review) Reviews the group's financial performance for the year, highlighting revenue decline and increased loss due to market challenges | Indicator | 2025 Financial Year (HKD thousands) | 2024 Financial Year (HKD thousands) | Year-on-year Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Turnover | 481,484 | 586,710 | -105,226 | -17.9% | | Gross Profit | 221,168 | 259,321 | -38,153 | -14.7% | | Gross Margin | 45.9% | 44.2% | +1.7 percentage points | - | | Loss for the year | 124,767 | 40,043 | +84,724 | +211.6% | | Fair value change of investment properties | -40,918 | 5,324 | -46,242 | - | | Finance costs | 39,781 | 34,805 | +4,976 | +14.3% | - Revenue decline primarily due to fewer stores, cross-border consumption by Hong Kong residents and outbound travel, and slower inbound tourist spending[15](index=15&type=chunk)[18](index=18&type=chunk) [Cosmetics Business](index=8&type=section&id=Cosmetics%20Business) Details the performance of the cosmetics segment, including revenue, loss, and store count changes Cosmetics Business Key Data Comparison | Indicator | 2025 Financial Year (HKD thousands) | 2024 Financial Year (HKD thousands) | Year-on-year Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Turnover | 350,815 | 426,537 | -75,722 | -17.8% | | Segment Loss | 32,612 | 19,467 | +13,145 | +67.5% | | Number of Stores | 53 | 57 | -4 | -7.0% | - Facing cross-border consumption trends and increased outbound travel, the Group adjusted sales and marketing strategies and closed underperforming stores[20](index=20&type=chunk)[21](index=21&type=chunk) [Fashion Business](index=9&type=section&id=Fashion%20Business) Presents the financial results for the fashion segment, noting revenue decrease and expanded loss Fashion Business Key Data Comparison | Indicator | 2025 Financial Year (HKD thousands) | 2024 Financial Year (HKD thousands) | Year-on-year Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Turnover | 130,669 | 160,173 | -29,504 | -18.4% | | Segment Loss | 25,297 | 3,618 | +21,679 | +599.2% | | Number of Stores | 52 | 60 | -8 | -13.3% | - The Group's fashion business production resources are concentrated in self-owned factories in mainland China, enabling flexible cost control and production arrangements to reduce inventory levels and production costs[25](index=25&type=chunk)[26](index=26&type=chunk) [Outlook](index=10&type=section&id=Outlook) Outlines the group's strategies to navigate a challenging retail market, including network optimization and financial support - Hong Kong retail market expected to remain challenging next year; management implements multiple measures to restore profitability[29](index=29&type=chunk)[31](index=31&type=chunk) - Strategic retail network adjustments: negotiating reasonable rents with landlords, closing underperforming stores with expiring leases; **58 store leases** are due or expiring in FY2026[30](index=30&type=chunk)[32](index=32&type=chunk) - Optimizing product mix, strengthening online-to-offline (O2O) business integration: cosmetics business to partner with Tmall Global, JD, Douyin, and launch a new mobile application by the end of May[30](index=30&type=chunk)[33](index=33&type=chunk) - Financial support: Executive Directors provide an unsecured revolving loan facility of up to **HKD 375 million** to repay bank loans and provide working capital[34](index=34&type=chunk)[37](index=37&type=chunk) [Properties](index=11&type=section&id=Properties) Provides an overview of the group's property valuations in Hong Kong and mainland China, including investment properties Group Property Valuation | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Total Property Valuation | 698,646 | 742,583 | -43,937 | | Fair Value of Investment Properties | 513,552 | 552,651 | -39,099 | | Unpledged Property Value | 101,484 | - | - | [Liquidity and Financial Resources](index=12&type=section&id=Liquidity%20and%20Financial%20Resources) Details the group's cash position, borrowings, and key liquidity ratios, showing a shift in funding sources Liquidity and Financial Resources Comparison | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 13,126 | 8,537 | +4,589 | | Pledged Deposits | 13,070 | 2,231 | +10,839 | | Outstanding Bank Borrowings | 178,095 | 390,454 | -212,359 | | Directors' Loans | 369,100 | 37,450 | +331,650 | | Current Ratio | 0.60 | 0.29 | +0.31 | | Gearing Ratio | 2.25 | 1.92 | +0.33 | | Total Bank Facilities | 241,767 | 440,950 | -199,183 | | Utilized Bank Facilities | 180,625 | 394,967 | -214,342 | - Low Hong Kong Interbank Offered Rate (HIBOR) benefits the Group by reducing interest expenses[34](index=34&type=chunk)[37](index=37&type=chunk) [Foreign Exchange Risk](index=13&type=section&id=Foreign%20Exchange%20Risk) Discusses the group's exposure to foreign currency fluctuations, particularly from procurement costs - Approximately **29%** of procurement costs are in foreign currencies (USD, EUR, CHF, and JPY), leading to foreign currency risk[48](index=48&type=chunk)[53](index=53&type=chunk) - Management closely monitors foreign exchange risk and will consider hedging through forward contracts when necessary[48](index=48&type=chunk)[53](index=53&type=chunk) [Pledged Assets](index=13&type=section&id=Pledged%20Assets) Reports the total value of assets pledged by the group to secure bank facilities Total Pledged Assets | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Total Pledged Assets | 473,006 | 570,010 | -97,004 | [Contingent Liabilities](index=13&type=section&id=Contingent%20Liabilities) Details the group's contingent liabilities, primarily bank guarantees for subsidiaries Contingent Liabilities (Bank Guarantees) | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Bank Facility Guarantees | 252,600 | 838,857 | -586,257 | [Employees and Remuneration Policy](index=13&type=section&id=Employees%20and%20Remuneration%20Policy) Provides information on employee numbers and the group's remuneration and benefits policies Employee Numbers | Indicator | March 31, 2025 | March 31, 2024 | Year-on-year Change | | :--- | :--- | :--- | :--- | | Number of Employees | Approximately 850 persons | Approximately 870 persons | -20 persons | - Remuneration policy is primarily determined based on industry practice and individual performance, including insurance and medical benefits, with share options allocated to certain key employees[51](index=51&type=chunk)[56](index=56&type=chunk) [Acknowledgements](index=13&type=section&id=Acknowledgements) The Chairman expresses gratitude to employees, shareholders, customers, suppliers, and business partners - The Chairman thanks employees, shareholders, customers, suppliers, and business partners[52](index=52&type=chunk)[57](index=57&type=chunk) [Directors' Report](index=14&type=section&id=Directors%27%20Report) Provides statutory information on the company's principal activities, compliance, and corporate governance [Principal Activities and Business Review](index=14&type=section&id=Principal%20Activities%20and%20Business%20Review) States the company's role as an investment holding company and refers to the Chairman's Statement for business review - The Company is an investment holding company; principal activities of its major subsidiaries are detailed in Note 1 to the consolidated financial statements[60](index=60&type=chunk)[65](index=65&type=chunk) - The business review, performance analysis, and principal risks for the year are disclosed in the Chairman's Statement (pages 5 to 11)[61](index=61&type=chunk)[66](index=66&type=chunk) [Environmental Policy and Performance](index=14&type=section&id=Environmental%20Policy%20and%20Performance) Highlights the company's commitment to environmental sustainability and compliance with relevant regulations - The Company is committed to environmental and social sustainability, complying with environmental laws and regulations, and adopting effective environmental policies[62](index=62&type=chunk)[67](index=67&type=chunk) [Compliance with Relevant Laws and Regulations](index=14&type=section&id=Compliance%20with%20Relevant%20Laws%20and%20Regulations) Confirms the group's compliance with applicable laws and regulations during the review period - No material breaches or non-compliance with applicable laws and regulations were identified within the Group during the review year[63](index=63&type=chunk)[68](index=68&type=chunk) [Key Relationships with Stakeholders](index=15&type=section&id=Key%20Relationships%20with%20Stakeholders) Identifies key stakeholders and the company's approach to fostering sustainable relationships with them - The Company recognizes employees, customers, suppliers, and business partners as key stakeholders for success[69](index=69&type=chunk)[74](index=74&type=chunk) - Committed to achieving corporate sustainability through employee encouragement, provision of quality products and services, collaboration with business partners, and social support[69](index=69&type=chunk)[74](index=74&type=chunk) [Results and Appropriations](index=15&type=section&id=Results%20and%20Appropriations) Refers to the consolidated financial statements for results and states the board's decision on dividend distribution - The Group's results for the year ended March 31, 2025, are disclosed in the consolidated statement of profit or loss and other comprehensive income[70](index=70&type=chunk)[75](index=75&type=chunk) - The Board has resolved not to declare a final dividend for the year ended March 31, 2025, and no interim dividend was declared during the year[71](index=71&type=chunk)[75](index=75&type=chunk) [Share Capital and Distributable Reserves](index=15&type=section&id=Share%20Capital%20and%20Distributable%20Reserves) Provides details on share capital changes and the company's distributable reserves - Details of changes in the Company's share capital are set out in Note 26 to the consolidated financial statements[72](index=72&type=chunk)[76](index=76&type=chunk) Distributable Reserves | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Total Distributable Reserves | 53,490 | 104,947 | -51,457 | | Share Premium | 211,064 | 211,064 | 0 | | Contributed Surplus | 53,135 | 53,135 | 0 | | Accumulated Losses | 210,709 | 159,252 | +51,457 | [Directors](index=16&type=section&id=Directors) Lists the current directors, their roles, and details on their re-election and appointment terms - Executive Directors: Mr. Cheng Chung Man (Chairman), Ms. Lam Yuk Sum (Chief Executive Officer)[78](index=78&type=chunk)[81](index=81&type=chunk) - Non-executive Director: Mr. Lam Man Tin[78](index=78&type=chunk)[81](index=81&type=chunk) - Independent Non-executive Directors: Mr. Au Yeung Hau Cheong, Mr. Cheng Man Lung, Ms. Liu Shitong (appointed on December 15, 2024)[78](index=78&type=chunk)[81](index=81&type=chunk) - Mr. Cheng Chung Man and Mr. Lam Man Tin will retire by rotation and offer themselves for re-election; Ms. Liu Shitong's term is until the first Annual General Meeting after her appointment[78](index=78&type=chunk)[81](index=81&type=chunk) [Directors' Service Contracts](index=16&type=section&id=Directors%27%20Service%20Contracts) Outlines the terms of service contracts for executive, non-executive, and independent non-executive directors - Executive Directors' service agreements are for **3 years**, renewable, and terminable with **3 months'** written notice[79](index=79&type=chunk)[82](index=82&type=chunk) - Non-executive and Independent Non-executive Directors' letters of appointment are for **2 years**[79](index=79&type=chunk)[82](index=82&type=chunk) [Management Contracts and Permitted Indemnity Provisions](index=17&type=section&id=Management%20Contracts%20and%20Permitted%20Indemnity%20Provisions) Confirms the absence of management contracts and the existence of permitted indemnity provisions for directors - No management and administration contracts were entered into or existed within the Company during the year[84](index=84&type=chunk)[88](index=88&type=chunk) - Permitted indemnity provisions for the Company's Directors have been and remain in force[85](index=85&type=chunk)[89](index=89&type=chunk) [Biographies of Directors and Senior Management](index=17&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) Provides detailed professional backgrounds and responsibilities of the directors and senior management team - Mr. Cheng Chung Man (Chairman): **68 years old**, founded the Group in **1984**, responsible for overall planning and company policy, with over **41 years** of manufacturing and retail experience[86](index=86&type=chunk)[90](index=90&type=chunk) - Ms. Lam Yuk Sum (Chief Executive Officer): **65 years old**, joined the Group in **1987**, responsible for daily management, procurement, and design development, with over **38 years** of fashion design and retail experience[87](index=87&type=chunk)[91](index=91&type=chunk) - Ms. Liu Shitong (Independent Non-executive Director): **34 years old**, appointed on December 15, 2024, Bachelor of Accounting and Finance from HKU, HKICPA certified, **7 years** of audit experience, **6 years** of multinational corporate management experience[95](index=95&type=chunk)[98](index=98&type=chunk) - Mr. Kwong Chun Ming (Financial Controller): **46 years old**, joined the Group in September 2021, Bachelor of Accountancy from PolyU, HKICPA member, over **20 years** of accounting and audit experience[99](index=99&type=chunk)[104](index=104&type=chunk) - Ms. Chow Man Yee (Company Secretary): **48 years old**, appointed on February 1, 2025, Bachelor of Social Sciences from HKU, MSc in Professional Accounting and Corporate Governance from CityU, over **20 years** of corporate governance and administrative experience[100](index=100&type=chunk)[105](index=105&type=chunk) [Share Option Schemes](index=20&type=section&id=Share%20Option%20Schemes) Discusses the company's share option schemes, including the expired 2013 scheme and the current 2023 scheme - No new or existing share-linked agreements (other than share option schemes) were entered into during the year ended March 31, 2025[101](index=101&type=chunk)[106](index=106&type=chunk) - The 2013 Share Option Scheme expired on August 30, 2023; no new options will be granted, but existing options remain exercisable[102](index=102&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) Changes in 2013 Share Option Scheme (as at March 31, 2025) | Grant Date | Vesting Period | Exercise Period | Exercise Price per Share (HKD) | Balance at April 1, 2024 (options) | Granted during the year (options) | Cancelled during the year (options) | Lapsed during the year (options) | Outstanding at March 31, 2025 (options) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | January 29, 2021 | January 29, 2021 to January 28, 2024 | January 29, 2024 to January 28, 2026 | 0.0534 | 16,800,000 | – | (350,000) | (1,900,000) | 14,550,000 | | January 29, 2021 | January 29, 2021 to January 28, 2026 | January 29, 2026 to January 28, 2028 | 0.0534 | 16,450,000 | – | – | (1,900,000) | 14,550,000 | | February 16, 2022 | February 16, 2022 to February 15, 2025 | February 16, 2025 to February 15, 2027 | 0.0506 | 5,150,000 | – | – | (1,400,000) | 3,750,000 | | February 16, 2022 | February 16, 2022 to February 15, 2027 | February 16, 2027 to February 15, 2029 | 0.0506 | 5,150,000 | – | – | (1,400,000) | 3,750,000 | | **Total** | | | | **43,550,000** | **–** | **(350,000)** | **(6,600,000)** | **36,600,000** | - The 2023 Share Option Scheme was adopted on September 11, 2023; no share options were granted or outstanding under this scheme as of March 31, 2025[114](index=114&type=chunk)[116](index=116&type=chunk)[118](index=118&type=chunk) - The total number of shares available for issue under the 2023 Share Option Scheme is **251,800,133 shares**, representing approximately **10%** of issued shares[118](index=118&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=22&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures) Discloses the significant interests of Mr. Cheng Chung Man and Ms. Lam Yuk Sum in the company's shares Directors' and Chief Executive's Interests in Company Shares (as at March 31, 2025) | Director Name | Capacity/Nature of Interest | Number of Ordinary Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Cheng Chung Man | Founder and Beneficiary of a Trust | 1,393,347,737 | | | | Beneficial Owner | 185,219,227 | | | | **Total** | **1,578,566,964** | **62.69%** | | Ms. Lam Yuk Sum | Beneficiary of a Trust | 1,393,347,737 | | | | Beneficial Owner | 272,916,013 | | | | **Total** | **1,666,263,750** | **66.17%** | - **1,393,347,737 shares** are beneficially owned by Silver Crown Profits Limited, whose shares are held by the trustee of The J Cheng Family Trust, with beneficiaries including family members of Mr. Cheng Chung Man and Ms. Lam Yuk Sum[124](index=124&type=chunk)[125](index=125&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=23&type=section&id=Directors%27%20Rights%20to%20Acquire%20Shares%20or%20Debentures) Confirms no arrangements for directors to acquire benefits through purchasing shares or debentures, other than the share option scheme - Other than the Company's share option scheme, no arrangements existed during the year for Directors to obtain benefits by acquiring shares or debentures of the Company or any other company[129](index=129&type=chunk)[134](index=134&type=chunk) [Independence of Independent Non-executive Directors](index=23&type=section&id=Independence%20of%20Independent%20Non-executive%20Directors) States that the company has received independence confirmations and considers all independent non-executive directors to be independent - The Company has received annual confirmations of independence from each Independent Non-executive Director and considers all Independent Non-executive Directors to be independent[130](index=130&type=chunk)[135](index=135&type=chunk) [Directors' Interests in Material Transactions, Arrangements, or Contracts](index=23&type=section&id=Directors%27%20Interests%20in%20Material%20Transactions%2C%20Arrangements%2C%20or%20Contracts) Confirms no material interests of directors in significant transactions, agreements, or contracts, except as disclosed in financial statements - Except as disclosed in Notes 22 and 30(a) to the consolidated financial statements, no Director or their associated entity had a material interest in any significant transaction, arrangement, or contract to which the Company, its holding company, or any of its subsidiaries or fellow subsidiaries was a party during the year[131](index=131&type=chunk)[136](index=136&type=chunk) [Connected Transactions](index=23&type=section&id=Connected%20Transactions) Notes that disclosed related party transactions meet minimum exemption levels and are fully exempt under Listing Rule 14A.76 - Related party transactions disclosed in Note 30(a) to the consolidated financial statements meet the minimum exemption level and are fully exempt under Listing Rule 14A.76[132](index=132&type=chunk)[137](index=137&type=chunk) - No other connected transactions/continuing connected transactions requiring disclosure under Chapter 14A of the Listing Rules were identified[138](index=138&type=chunk)[140](index=140&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=24&type=section&id=Substantial%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures) Lists the substantial shareholders and their interests in the company's shares Substantial Shareholders' Interests in Company Shares (as at March 31, 2025) | Shareholder Name | Capacity/Nature of Interest | Number of Ordinary Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Silver Crown Profits Limited | Beneficial Owner | 1,393,347,737 | 55.34% | | Well Feel Group Limited | Interest in Controlled Corporation | 1,393,347,737 | 55.34% | | HSBC International Trustee Limited | Trustee | 1,393,347,737 | 55.34% | - The entire issued share capital of Silver Crown is held by Well Feel, which is a wholly-owned subsidiary of HSBC International; thus, Well Feel and HSBC International are deemed to have an interest in the shares held by Silver Crown[142](index=142&type=chunk)[143](index=143&type=chunk) [Major Customers and Suppliers](index=25&type=section&id=Major%20Customers%20and%20Suppliers) Provides information on the concentration of the group's major customers and suppliers - The five largest suppliers accounted for **43%** of total purchases, with the largest supplier accounting for **14%**[144](index=144&type=chunk)[150](index=150&type=chunk) - The five largest customers accounted for less than **30%** of total sales[144](index=144&type=chunk)[150](index=150&type=chunk) - No Director, their close associates, or any shareholder holding **5%** or more of the Company's shares had an interest in any of the five largest customers or suppliers[145](index=145&type=chunk)[151](index=151&type=chunk) [Pre-emptive Rights](index=25&type=section&id=Pre-emptive%20Rights) States that neither the company's articles of association nor Cayman Islands law mandates pre-emptive rights for new share issues - Neither the Company's articles of association nor the applicable laws of the Cayman Islands provide for pre-emptive rights requiring the Company to offer new shares pro-rata to existing shareholders[146](index=146&type=chunk)[152](index=152&type=chunk) [Purchase, Sale, or Redemption of the Company's Listed Securities](index=25&type=section&id=Purchase%2C%20Sale%2C%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Confirms no transactions involving the company's listed securities during the year and no treasury shares held - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year[147](index=147&type=chunk)[153](index=153&type=chunk) - As of March 31, 2025, the Company did not hold any treasury shares[147](index=147&type=chunk)[153](index=153&type=chunk) [Remuneration Policy](index=25&type=section&id=Remuneration%20Policy) Describes the remuneration policies for senior management and directors, including the role of the Remuneration Committee and the share option scheme - Remuneration policy for senior management is determined by the Remuneration Committee based on performance, qualifications, and capabilities[148](index=148&type=chunk)[154](index=154&type=chunk) - Directors' remuneration is recommended by the Remuneration Committee to the Board, referencing company performance, individual performance, and market data[148](index=148&type=chunk)[154](index=154&type=chunk) - The Company has adopted a share option scheme as an incentive for Directors and eligible employees[149](index=149&type=chunk)[155](index=155&type=chunk) [Sufficiency of Public Float](index=26&type=section&id=Sufficiency%20of%20Public%20Float) Confirms the company maintained sufficient public float throughout the year as required by Listing Rules - Based on public information and to the best of the Directors' knowledge, the Company maintained sufficient public float as required by the Listing Rules throughout the year ended March 31, 2025, and up to the latest practicable date prior to the publication of this annual report[156](index=156&type=chunk)[158](index=158&type=chunk) [Auditor](index=26&type=section&id=Auditor) States that Ernst & Young audited the financial statements and will offer for re-appointment - The consolidated financial statements have been audited by Ernst & Young, who will retire at the Annual General Meeting and offer themselves for re-appointment[157](index=157&type=chunk)[159](index=159&type=chunk) [Corporate Governance Report](index=27&type=section&id=Corporate%20Governance%20Report) Details the company's corporate governance framework, practices, and compliance with relevant codes [Corporate Governance Culture](index=27&type=section&id=Corporate%20Governance%20Culture) Emphasizes the company's commitment to high ethical standards, integrity, transparency, and accountability - The Company is committed to operating its business with high ethical standards, upholding integrity, transparency, and accountability[162](index=162&type=chunk)[164](index=164&type=chunk) - Corporate governance aims to deliver satisfactory and sustainable returns to shareholders, protect stakeholders' interests, manage business risks, provide quality products and services, and maintain high ethical standards[163](index=163&type=chunk)[165](index=165&type=chunk) [Corporate Governance Practices](index=28&type=section&id=Corporate%20Governance%20Practices) Affirms the company's adherence to high corporate governance standards and compliance with the Corporate Governance Code - The Company is committed to maintaining high standards of corporate governance to align with shareholders' interests[166](index=166&type=chunk)[169](index=169&type=chunk) - The Company has applied the principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules[167](index=167&type=chunk)[170](index=170&type=chunk) - The Board believes the Company has complied with all applicable code provisions throughout the year ended March 31, 2025[168](index=168&type=chunk)[170](index=170&type=chunk) [Model Code for Securities Transactions](index=29&type=section&id=Model%20Code%20for%20Securities%20Transactions) Confirms the adoption and compliance with the Model Code for Securities Transactions by Directors and a written guideline for employees - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules[172](index=172&type=chunk)[174](index=174&type=chunk) - All Directors confirmed compliance with the Model Code throughout the year ended March 31, 2025[172](index=172&type=chunk)[174](index=174&type=chunk) - The Company has established written guidelines for employees, with terms no less stringent than the Model Code, and no non-compliance incidents were found[172](index=172&type=chunk)[175](index=175&type=chunk) [Board of Directors](index=29&type=section&id=Board%20of%20Directors) Describes the board's composition, responsibilities, and mechanisms for ensuring independence and effective leadership - The Board consists of **6 members**: **2 Executive Directors**, **1 Non-executive Director**, and **3 Independent Non-executive Directors**[178](index=178&type=chunk)[179](index=179&type=chunk) - Chairman Mr. Cheng Chung Man is responsible for leading and managing the Board, while CEO Ms. Lam Yuk Sum is responsible for daily management, with clear segregation of duties[190](index=190&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk)[193](index=193&type=chunk) - The Company has complied with Listing Rules requirements for appointing at least 3 Independent Non-executive Directors and received annual independence confirmations from each[194](index=194&type=chunk)[195](index=195&type=chunk)[199](index=199&type=chunk) - The Company established a Board independence assessment mechanism in November 2022, and all Directors completed the assessment for the year ended March 31, 2025, with satisfactory results[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk) [Board Composition](index=30&type=section&id=Board%20Composition) Details the board's membership and confirms the absence of significant relationships among members, except for a spousal relationship - The Board consists of **6 members**: **2 Executive Directors**, **1 Non-executive Director**, and **3 Independent Non-executive Directors**[178](index=178&type=chunk)[179](index=179&type=chunk) - Except for Mr. Cheng Chung Man and Ms. Lam Yuk Sum being spouses, there are no other financial, business, family, or other material/relevant relationships among Board members[183](index=183&type=chunk)[189](index=189&type=chunk) [Chairman and Chief Executive Officer](index=31&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) Clarifies the distinct roles and responsibilities of the Chairman and Chief Executive Officer to ensure balanced power - Chairman Mr. Cheng Chung Man is responsible for leading and managing the Board to ensure effective execution of Board functions[191](index=191&type=chunk) - Chief Executive Officer Ms. Lam Yuk Sum is responsible for the Company's daily management, executing strategies, objectives, and policies approved by the Board[192](index=192&type=chunk) - The roles of Chairman and Chief Executive Officer are distinct and held by different individuals, ensuring a balanced distribution of power and authority[190](index=190&type=chunk)[193](index=193&type=chunk) [Independent Non-executive Directors](index=31&type=section&id=Independent%20Non-executive%20Directors) Confirms compliance with Listing Rules regarding the appointment and independence of independent non-executive directors - The Company has complied with Listing Rules requirements for appointing at least **3 Independent Non-executive Directors**, with at least **1** possessing professional qualifications or financial management expertise[194](index=194&type=chunk)[198](index=198&type=chunk) - The Company has received annual confirmations of independence from each Independent Non-executive Director and considers all Independent Non-executive Directors to be independent[195](index=195&type=chunk)[199](index=199&type=chunk) [Board Independence Assessment](index=32&type=section&id=Board%20Independence%20Assessment) Describes the annual assessment mechanism for board independence and its satisfactory results for the current year - The Company established a Board independence assessment mechanism in November 2022 to review its independence annually[200](index=200&type=chunk)[201](index=201&type=chunk) - All Directors completed the independence assessment for the year ended March 31, 2025, with satisfactory results[202](index=202&type=chunk) [Non-executive Directors and Director Selection](index=32&type=section&id=Non-executive%20Directors%20and%20Director%20Selection) Outlines the terms of appointment for executive and non-executive directors and the rotation policy for re-election - Executive Directors' service agreements are for **3 years**; Non-executive and Independent Non-executive Directors' letters of appointment are for **2 years**[203](index=203&type=chunk) - All Directors must retire by rotation at least once every **3 years** at the Annual General Meeting, and newly appointed Directors serve until the first Annual General Meeting after their appointment[204](index=204&type=chunk) [Responsibilities, Accountability, and Contribution of the Board and Management](index=33&type=section&id=Responsibilities%2C%20Accountability%2C%20and%20Contribution%20of%20the%20Board%20and%20Management) Defines the board's oversight role in strategy and operations, and the delegation of daily management to the CEO and senior management - The Board is responsible for leading and overseeing the Company, setting corporate and strategic objectives, and supervising operational activities and financial performance[205](index=205&type=chunk)[207](index=207&type=chunk) - All Directors genuinely fulfill their duties, comply with laws and regulations, make objective decisions, and act in the best interests of the Company and shareholders[208](index=208&type=chunk) - Daily management, administration, and operations are delegated to the Chief Executive Officer and senior management, with the Board regularly reviewing delegated functions and tasks[209](index=209&type=chunk)[210](index=210&type=chunk) - All Directors have full and timely access to relevant information and advice from the Company Secretary and senior management, and can seek independent professional advice[211](index=211&type=chunk) [Meeting Practices and Code](index=34&type=section&id=Meeting%20Practices%20and%20Code) Details the frequency, notice requirements, and record-keeping for board meetings, including conflict of interest procedures - The Board holds at least **4 regular meetings** annually, with additional meetings arranged as needed[212](index=212&type=chunk)[217](index=217&type=chunk) - Notice for regular Board meetings is issued at least **14 days** in advance, with documents circulated at least **3 days** prior[212](index=212&type=chunk)[213](index=213&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) - The Company Secretary is responsible for keeping minutes of all Board and committee meetings, available for Directors' inspection[214](index=214&type=chunk)[219](index=219&type=chunk) - Directors must abstain from voting and are not counted in the quorum for transactions where they or their associates have a material interest[215](index=215&type=chunk)[219](index=219&type=chunk) [Continuous Professional Development for Directors](index=34&type=section&id=Continuous%20Professional%20Development%20for%20Directors) Emphasizes the importance of continuous professional development for directors and the company's support for their training - Directors should keep abreast of regulatory developments and changes, and participate in continuous professional development to update their knowledge and skills[220](index=220&type=chunk)[222](index=222&type=chunk)[225](index=225&type=chunk) - Newly appointed Directors receive formal, comprehensive, and specific induction to ensure understanding of the Company's business, Listing Rules, and Directors' duties[221](index=221&type=chunk) Director Training Types (as at March 31, 2025) | Director Name | Training Type | | :--- | :--- | | Mr. Cheng Chung Man | A, B | | Ms. Lam Yuk Sum | A, B | | Mr. Lam Man Tin | A, B | | Mr. Au Yeung Hau Cheong | A, B | | Mr. Cheng Man Lung | A, B | | Ms. Liu Shitong | A | | Mr. Yang Yongji | A, B | | **Training Type Description** | | | A | Attending training courses, including briefings, seminars, academic conferences, and workshops | | B | Reading relevant news releases, newspapers, journals, magazines, and related publications | [Board Committees](index=36&type=section&id=Board%20Committees) Describes the establishment and functions of the Remuneration, Nomination, and Audit Committees, highlighting their independent composition and resources - The Board has established a Remuneration Committee, Nomination Committee, and Audit Committee, all with written terms of reference[226](index=226&type=chunk)[230](index=230&type=chunk) - The majority of committee members are Independent Non-executive Directors, ensuring independent judgment[227](index=227&type=chunk)[231](index=231&type=chunk) - Committees are provided with sufficient resources to perform their duties and can seek independent professional advice[228](index=228&type=chunk)[232](index=232&type=chunk) [Remuneration Committee](index=36&type=section&id=Remuneration%20Committee) Details the composition, functions, and activities of the Remuneration Committee in overseeing director and senior management remuneration - The Remuneration Committee comprises all Directors except Mr. Lam Man Tin, with a majority of Independent Non-executive Directors[233](index=233&type=chunk) - Its primary functions include advising the Board on remuneration policies, structures, and packages for Directors and senior management, ensuring transparency and fairness[234](index=234&type=chunk) - **5 meetings** were held during the year, reviewing and recommending remuneration packages for Directors and senior management and **2024** bonuses[235](index=235&type=chunk)[237](index=237&type=chunk) - Remuneration policy aims to ensure compensation is based on skills, knowledge, responsibilities, and involvement, referencing company performance, market rates, and individual performance[236](index=236&type=chunk)[238](index=238&type=chunk) [Senior Management Remuneration](index=38&type=section&id=Senior%20Management%20Remuneration) Provides a breakdown of senior management remuneration (excluding directors) by salary range Senior Management Remuneration (excluding Directors) | Remuneration Range | Number of Employees (2025) | | :--- | :--- | | Not exceeding HKD 1,000,000 | 4 | - Details of each Director's remuneration for the year ended March 31, 2025, are set out in Note 8 to the consolidated financial statements[240](index=240&type=chunk)[242](index=242&type=chunk) [Nomination Committee](index=38&type=section&id=Nomination%20Committee) Describes the composition, responsibilities, and activities of the Nomination Committee in board structure and director selection - The Nomination Committee comprises all Directors except Mr. Lam Man Tin, with a majority of Independent Non-executive Directors[243](index=243&type=chunk) - Its primary responsibilities include reviewing Board structure, identifying qualified candidates, recommending Director appointments and succession plans, and assessing the independence of Independent Non-executive Directors[244](index=244&type=chunk) - **3 meetings** were held during the year, addressing Director re-appointments, resignations, and new appointments, and reviewing Board structure and independence[245](index=245&type=chunk)[249](index=249&type=chunk) [Board Diversity Policy](index=39&type=section&id=Board%20Diversity%20Policy) Explains the company's policy for board diversity, considering various factors, and its current assessment - The Company has adopted a Board Diversity Policy to ensure the Board possesses a diverse range of skills, experience, and perspectives to align with the Company's corporate strategy[250](index=250&type=chunk)[251](index=251&type=chunk) - The Nomination Committee annually reviews the Board's structure, considering gender, age, cultural and educational background, professional qualifications, skills, knowledge, and regional and industry experience[251](index=251&type=chunk) - Currently, the Nomination Committee considers the Board to have sufficient diversity and effectiveness and has not yet set measurable objectives[253](index=253&type=chunk) [Gender Diversity](index=40&type=section&id=Gender%20Diversity) Presents statistics on gender diversity across the group's board, senior management, and other employees Group Employee Gender Ratio (as at the date of this Annual Report) | Category | Female (%) | Female (persons) | Male (%) | Male (persons) | | :--- | :--- | :--- | :--- | :--- | | Board of Directors | 33.3% | 2 | 66.7% | 4 | | Senior Management | 50% | 1 | 50% | 1 | | Other Employees | 86.9% | 740 | 13.1% | 112 | | Overall Employees | 86.4% | 743 | 13.6% | 117 | - The Board has achieved and considers the existing gender diversity satisfactory[259](index=259&type=chunk) [Nomination Policy](index=41&type=section&id=Nomination%20Policy) Outlines the policy for selecting and appointing directors, including criteria and procedures for new appointments and re-elections - The Nomination Policy aims to ensure the Board possesses the necessary and sustainable skills, experience, and diverse perspectives required by the Company[260](index=260&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk) - Selection criteria include age, skills, knowledge, experience, professional qualifications, background, independence, time commitment, potential conflicts of interest, and length of service[263](index=263&type=chunk) - The new Director appointment process includes the Nomination Committee identifying candidates, assessment, recommendation to the Board, Board deliberation and decision, and formal appointment letter[264](index=264&type=chunk)[265](index=265&type=chunk) - Board composition changed during the year: Mr. Yang Yongji resigned as Independent Non-executive Director, and Ms. Liu Shitong was appointed[266](index=266&type=chunk)[270](index=270&type=chunk) [Audit Committee](index=43&type=section&id=Audit%20Committee) Describes the composition, responsibilities, and activities of the Audit Committee in overseeing financial reporting and internal controls - The Audit Committee comprises all **3 Independent Non-executive Directors**, with the Chairman possessing professional qualifications and accounting expertise[271](index=271&type=chunk) - Its primary responsibilities include overseeing the relationship with external auditors, reviewing financial information, supervising financial reporting and internal control systems, and reviewing the internal audit function[272](index=272&type=chunk) - **5 meetings** were held during the year, reviewing annual and interim results, audit scope, effectiveness of internal control systems, and internal audit plan[273](index=273&type=chunk)[277](index=277&type=chunk) - No disagreement between the Board and the Audit Committee regarding the re-appointment of external auditors[275](index=275&type=chunk)[276](index=276&type=chunk) [Corporate Governance Functions](index=45&type=section&id=Corporate%20Governance%20Functions) States the board's responsibility for corporate governance functions, including reviewing policies, training, and compliance - The Board is responsible for performing the functions set out in the Corporate Governance Code[278](index=278&type=chunk)[279](index=279&type=chunk) - The Board has reviewed the Company's corporate governance policies and practices, training for Directors and senior management, compliance with legal and regulatory policies, compliance with the Model Code and employee written guidelines, and the Company's compliance with the Corporate Governance Code and disclosures in this report[280](index=280&type=chunk) [Attendance Record of Directors and Committee Members](index=45&type=section&id=Attendance%20Record%20of%20Directors%20and%20Committee%20Members) Provides a table of attendance records for directors at board, committee, and general meetings Attendance Record of Directors and Committee Members (as at March 31, 2025) | Director Name | Board | Remuneration Committee | Nomination Committee | Audit Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Cheng Chung Man | 24/24 | 5/5 | 3/3 | Not Applicable | 1/1 | | Ms. Lam Yuk Sum | 24/24 | 5/5 | 3/3 | Not Applicable | 1/1 | | Mr. Lam Man Tin | 17/24 | Not Applicable | Not Applicable | Not Applicable | 1/1 | | Mr. Au Yeung Hau Cheong | 17/24 | 5/5 | 3/3 | 5/5 | 1/1 | | Mr. Cheng Man Lung | 16/24 | 5/5 | 3/3 | 4/5 | 1/1 | | Ms. Liu Shitong | 5/9 | 2/2 | 1/1 | 2/2 | Not Applicable | | Mr. Yang Yongji | 12/15 | 3/3 | 2/2 | 3/3 | 1/1 | - The Chairman held **1 meeting** with Independent Non-executive Directors during the year, with Executive and Non-executive Directors absent[283](index=283&type=chunk) [Directors' Responsibilities for the Consolidated Financial Statements](index=46&type=section&id=Directors%27%20Responsibilities%20for%20the%20Consolidated%20Financial%20Statements) Confirms directors' responsibility for preparing fair financial statements and assessing the group's going concern ability - Directors confirm their responsibility for preparing the consolidated financial statements for the year ended March 31, 2025, ensuring they present a true and fair view and comply with statutory requirements and accounting standards[285](index=285&type=chunk)[288](index=288&type=chunk) - Given the Group recorded a net loss of **HKD 125 million** and current liabilities exceeded current assets by **HKD 121 million**, Directors have prudently assessed the going concern ability[290](index=290&type=chunk) - Directors believe that, after considering implemented or ongoing measures, the Group will have sufficient working capital to fund operations and meet financial obligations for at least the next **12 months**, thus preparing financial statements on a going concern basis is appropriate[291](index=291&type=chunk) - Independent auditor Ernst & Young issued an unmodified opinion with a material uncertainty related to going concern[292](index=292&type=chunk) [Auditor's Remuneration](index=47&type=section&id=Auditor%27s%20Remuneration) Details the fees paid to the external auditor, Ernst & Young, for audit and non-audit services Auditor's Remuneration (as at March 31, 2025) | Service Category | Fees Paid/Payable (HKD thousands) | | :--- | :--- | | Audit Services | 2,100 | | Non-audit Services – Tax Services | 164 | | Non-audit Services – Other Professional Services | 244 | | **Total** | **2,508** | [Risk Management and Internal Control](index=47&type=section&id=Risk%20Management%20and%20Internal%20Control) Describes the group's approach to enterprise risk management, internal audit, and anti-corruption policies - Enterprise risk management is crucial for achieving the Group's strategic objectives; the Board and management are responsible for identifying, analyzing, managing, and mitigating risks[297](index=297&type=chunk)[298](index=298&type=chunk) - The Board, through the Audit Committee, annually assesses the effectiveness of risk management and internal control systems, covering financial, operational, and compliance controls[301](index=301&type=chunk)[304](index=304&type=chunk) - The Company has an internal audit department responsible for independently reviewing the adequacy and effectiveness of risk management and internal control systems, with satisfactory review results[302](index=302&type=chunk)[305](index=305&type=chunk) - The Risk Management Team (RMT), comprising management and senior management members, monitors Group risks and reports significant matters to the Board[303](index=303&type=chunk)[306](index=306&type=chunk)[307](index=307&type=chunk) - The Company has a whistleblowing policy and anti-corruption policy, providing confidential channels for employees to report misconduct; no bribery or corruption violations were found this year[309](index=309&type=chunk)[312](index=312&type=chunk)[313](index=313&type=chunk) - The Company adopted a disclosure policy in August 2013, providing guidance to Directors, management, and employees on handling confidential information and information disclosure[310](index=310&type=chunk)[314](index=314&type=chunk) [Company Secretary](index=50&type=section&id=Company%20Secretary) Reports the change in company secretary and confirms compliance with qualification requirements - Ms. Wong Chi Ying resigned as Company Secretary on February 1, 2025, and Ms. Chow Man Yee was appointed on the same day[316](index=316&type=chunk)[320](index=320&type=chunk) - Both individuals meet the qualification and training requirements of the Listing Rules[316](index=316&type=chunk)[320](index=320&type=chunk) [Shareholders' Rights](index=50&type=section&id=Shareholders%27%20Rights) Explains how the company protects shareholder rights, including voting procedures, calling extraordinary general meetings, and making inquiries - The Company protects shareholders' interests by proposing separate resolutions for each material matter at general meetings and voting by poll, with results published on the Company's and HKEX websites[317](index=317&type=chunk)[321](index=321&type=chunk) - Shareholders can request an Extraordinary General Meeting under Article 64 of the Company's Articles of Association, requiring one or more shareholders holding at least **one-tenth** of the Company's share capital[318](index=318&type=chunk)[322](index=322&type=chunk) - Shareholders intending to propose a resolution can request a general meeting according to procedures[323](index=323&type=chunk)[328](index=328&type=chunk) - Shareholders can send written inquiries to the Company's Board; the Company generally does not handle verbal or anonymous inquiries[325](index=325&type=chunk)[326](index=326&type=chunk)[330](index=330&type=chunk) [Investor Relations](index=52&type=section&id=Investor%20Relations) Describes the company's commitment to transparent communication with shareholders and investors through various channels - The Company is committed to maintaining high transparency in communication with shareholders and investors, providing timely business information through annual reports, interim reports, announcements, and other corporate communications[335](index=335&type=chunk)[339](index=339&type=chunk) - The Company encourages shareholders to attend general meetings; the Board Chairman and chairmen (or their representatives) of each committee attend to answer questions[336](index=336&type=chunk)[340](index=340&type=chunk) - The Company's website (www.irasia.com/listco/hk/veeko/index.htm) publishes the latest information, company structure, Board, announcements, financial data, etc[337](index=337&type=chunk)[341](index=341&type=chunk) - The Company has an Investor Communication Policy to facilitate effective communication with shareholders and other stakeholders and encourages active engagement with the Company[343](index=343&type=chunk)[347](index=347&type=chunk) [Constitutional Documents](index=52&type=section&id=Constitutional%20Documents) Confirms no changes to the company's articles of association during the year and availability of the latest version - No changes to the Company's Articles of Association during the review year[338](index=338&type=chunk)[342](index=342&type=chunk) - The latest version of the Company's Memorandum and Articles of Association is available on the Company's and HKEX websites[338](index=338&type=chunk)[342](index=342&type=chunk) [Dividend Policy](index=55&type=section&id=Dividend%20Policy) States the company's dividend policy, which does not include a predetermined payout ratio, and depends on financial conditions - The Company has adopted a dividend policy but has no predetermined payout ratio[361](index=361&type=chunk) - Dividend payments depend on the Company's and Group's financial condition and the conditions and factors outlined in the dividend policy; any final dividend requires shareholder approval[361](index=361&type=chunk) [Independent Auditor's Report](index=56&type=section&id=Independent%20Auditor%27s%20Report) Presents the auditor's opinion on the consolidated financial statements, including key audit matters and going concern [Opinion](index=56&type=section&id=Opinion) States Ernst & Young's unmodified opinion on the consolidated financial statements for the year ended March 31, 2025 - Ernst & Young issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025[362](index=362&type=chunk)[364](index=364&type=chunk) - The consolidated financial statements 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 comply with the disclosure requirements of the Hong Kong Companies Ordinance[362](index=362&type=chunk)[364](index=364&type=chunk) [Basis for Opinion](index=57&type=section&id=Basis%20for%20Opinion) Explains that the audit was conducted according to Hong Kong Auditing Standards, with the auditor maintaining independence and professional ethics - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA[365](index=365&type=chunk)[368](index=368&type=chunk) - The auditor is independent of the Group and has fulfilled other ethical responsibilities under the Code of Ethics for Professional Accountants[365](index=365&type=chunk)[368](index=368&type=chunk) [Material Uncertainty Related to Going Concern](index=57&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) Highlights the significant uncertainty regarding the group's ability to continue as a going concern due to net loss and negative working capital Going Concern Related Financial Data | Indicator | March 31, 2025 (HKD thousands) | | :--- | :--- | | Net Loss | 124,767 | | Current Liabilities Exceed Current Assets | 120,964 | - A material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern[366](index=366&type=chunk)[369](index=369&type=chunk) - The auditor's opinion on this matter is not modified[366](index=366&type=chunk)[369](index=369&type=chunk) [Key Audit Matters](index=57&type=section&id=Key%20Audit%20Matters) Identifies the most significant audit matters, including impairment assessments of PPE and ROU assets, and valuation of investment properties - Key audit matters include impairment assessment of identified property, plant and equipment (PPE) and right-of-use assets (ROU assets)[371](index=371&type=chunk)[374](index=374&type=chunk) - Key audit matters include valuation of investment properties[377](index=377&type=chunk)[378](index=378&type=chunk) - These matters involve management judgment and estimation uncertainty[374](index=374&type=chunk)[378](index=378&type=chunk) [Impairment Assessment of Identified Property, Plant and Equipment and Right-of-Use Assets](index=58&type=section&id=Impairment%20Assessment%20of%20Identified%20Property%2C%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) Details the impairment assessment for PPE and ROU assets, noting the book values, impairment losses, and key estimation parameters Book Value and Impairment of Identified PPE and ROU Assets (as at March 31, 2025) | Indicator | March 31, 2025 (HKD thousands) | | :--- | :--- | | Identified PPE Book Value | 4,351 | | Identified ROU Assets Book Value | 87,831 | | Identified PPE Impairment Loss | 482 | | Identified ROU Assets Impairment Loss | 5,495 | - Impairment assessment is based on discounted cash flow forecasts, with key input parameters including forecast turnover, gross margin, and discount rate, involving inherent valuation uncertainty[373](index=373&type=chunk)[374](index=374&type=chunk) [Valuation of Investment Properties](index=59&type=section&id=Valuation%20of%20Investment%20Properties) Explains the valuation process for investment properties, their book value, and the reliance on independent valuers and key parameters Book Value of Investment Properties (as at March 31, 2025) | Indicator | March 31, 2025 (HKD thousands) | Percentage of Total Assets | | :--- | :--- | :--- | | Investment Properties Book Value | 513,552 | 63.2% | - Valuation is determined by independent qualified valuers, relying on key input parameters such as capitalization rates, market monthly rents, and transaction prices of similar properties, involving inherent valuation uncertainty[378](index=378&type=chunk) [Other Information Included in the Annual Report](index=60&type=section&id=Other%20Information%20Included%20in%20the%20Annual%20Report) Clarifies the directors' responsibility for other information in the annual report and the auditor's review scope - The Company's Directors are responsible for other information in the annual report[381](index=381&type=chunk)[385](index=385&type=chunk) - The auditor does not express an assurance conclusion on other information but reviews it for material inconsistencies or misstatements with the consolidated financial statements[382](index=382&type=chunk)[386](index=386&type=chunk) [Directors' Responsibilities for the Consolidated Financial Statements](index=60&type=section&id=Directors%27%20Responsibilities%20for%20the%20Consolidated%20Financial%20Statements) Reaffirms the directors' responsibility for preparing true and fair financial statements, maintaining internal controls, and assessing going concern - The Company's Directors are responsible for preparing true and fair consolidated financial statements in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, and ensuring internal controls are sufficient to prevent material misstatement[383](index=383&type=chunk)[387](index=387&type=chunk) - Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing related matters where applicable, and using the going concern basis of accounting[388](index=388&type=chunk) - Directors fulfill their oversight responsibilities for the Group's financial reporting process with the assistance of the Audit Committee[384](index=384&type=chunk)[389](index=389&type=chunk) [Auditor's Responsibilities for the Audit of the Consolidated Financial Statements](index=61&type=section&id=Auditor%27s%20Responsibilities%20for%20the%20Audit%20of%20the%20Consolidated%20Financial%20Statements) Outlines the auditor's objectives and responsibilities in conducting the audit, including professional judgment and communication with the Audit Committee - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit opinion[390](index=390&type=chunk)[391](index=391&type=chunk) - The auditor exercises professional judgment and maintains professional skepticism throughout the audit, identifying and assessing risks of material misstatement, understanding internal controls, and evaluating the appropriateness of accounting policies and estimates[393](index=393&type=chunk)[394](index=394&type=chunk)[395](index=395&type=chunk) - The auditor communicates with the Audit Committee regarding the planned scope, timing, and significant audit findings, including any significant deficiencies in internal control[400](index=400&type=chunk) - The auditor submits an independence declaration to the Audit Committee and communicates all relationships and other matters that may affect independence[401](index=401&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=64&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Presents the group's financial performance for the year, showing revenue, gross profit, and a significant increase in net loss Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Turnover | 481,484 | 586,710 | -105,226 | | Cost of sales | (260,316) | (327,389) | +67,073 | | Gross profit | 221,168 | 259,321 | -38,153 | | Other income and gains, net | 15,161 | 18,034 | -2,873 | | Selling and distribution costs | (206,319) | (214,516) | +8,197 | | Administrative expenses | (67,327) | (68,925) | +1,598 | | Net fair value change of investment properties | (40,918) | 5,324 | -46,242 | | Finance costs | (39,781) | (34,805) | -4,976 | | Loss before tax | (123,993) | (38,411) | -85,582 | | Income tax expense | (774) | (1,632) | +858 | | Loss for the year | (124,767) | (40,043) | -84,724 | | Property revaluation surplus (net of deferred tax) | 1,606 | 60,168 | -58,562 | | Exchange differences on translation of foreign operations | (963) | (4,579) | +3,616 | | Total comprehensive loss for the year | (124,124) | 15,546 | -139,670 | | Basic loss per share (HK cents) | (4.955) | (1.590) | -3.365 | [Consolidated Statement of Financial Position](index=65&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Provides a snapshot of the group's assets, liabilities, and equity as of March 31, 2025, indicating liquidity challenges Consolidated Statement of Financial Position Key Data | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Investment properties | 513,552 | 552,651 | -39,099 | | Property, plant and equipment | 16,002 | 18,517 | -2,515 | | Right-of-use assets | 89,929 | 127,848 | -37,919 | | Total non-current assets | 629,042 | 712,173 | -83,131 | | Inventories | 120,605 | 106,501 | +14,104 | | Trade receivables | 1,957 | 5,969 | -4,012 | | Cash and cash equivalents | 13,126 | 8,537 | +4,589 | | Total current assets | 182,911 | 155,427 | +27,484 | | Trade payables | 23,555 | 30,620 | -7,065 | | Interest-bearing bank borrowings | 178,095 | 390,454 | -212,359 | | Lease liabilities (current) | 64,544 | 78,103 | -13,559 | | Total current liabilities | 303,875 | 543,183 | -239,308 | | Net current liabilities | (120,964) | (387,756) | +266,792 | | Other borrowings (non-current) | 369,100 | 37,450 | +331,650 | | Lease liabilities (non-current) | 37,458 | 60,508 | -23,050 | | Total non-current liabilities | 428,801 | 121,096 | +307,705 | | Net assets | 79,277 | 203,321 | -124,044 | | Share capital | 25,180 | 25,180 | 0 | | Reserves | 54,097 | 178,141 | -124,044 | | Total equity | 79,277 | 203,321 | -124,044 | [Consolidated Statement of Changes in Equity](index=66&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) Shows the changes in the group's equity during the year, primarily driven by the net loss Consolidated Statement of Changes in Equity Key Data | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Share Capital | 25,180 | 25,180 | 0 | | Share Premium | 211,064 | 211,0

Financial Performance - For the fiscal year ending March 31, 2025, the company reported a revenue of HKD 481,484,000, a decrease of 17.9% compared to HKD 586,710,000 in 2024[3] - The gross profit for the year was HKD 221,168,000, down 14.7% from HKD 259,321,000 in the previous year[3] - The company recorded a net loss of HKD 124,767,000 for the year, compared to a loss of HKD 40,043,000 in 2024, indicating a significant increase in losses[4] - The total revenue for the year ending March 31, 2025, was HKD 481,484,000, with cosmetics contributing HKD 350,815,000 and women's fashion contributing HKD 130,669,000[17] - The adjusted loss before tax for the year ending March 31, 2025, was HKD 123,993,000, which includes a loss of HKD 57,909,000 from segment losses and a decline in the fair value of investment properties of HKD 40,918,000[24] - Basic loss per share for the year ended March 31, 2025, was HKD 124,767,000, compared to HKD 40,043,000 in 2024[33] - The group reported a total loss before tax of HKD 38,411,000 for the year ended March 31, 2024[25] - The group’s cost of goods sold for the year ended March 31, 2025, was HKD 260,720,000, down from HKD 324,981,000 in 2024[30] Assets and Liabilities - Total non-current assets decreased to HKD 629,042,000 from HKD 712,173,000, reflecting a decline of 11.7%[5] - Current liabilities were reported at HKD 303,875,000, down from HKD 543,183,000 in 2024, showing a reduction of 44.0%[5] - The total equity decreased to HKD 79,277,000 from HKD 203,321,000, a decline of 61.0%[6] - The group’s total liabilities for the year ended March 31, 2025, included trade payables of HKD 23,555,000, down from HKD 30,620,000 in 2024[35] - The total bank borrowings amount to HKD 178,095,000 as of March 31, 2025, compared to HKD 390,454,000 on March 31, 2024[47] - The total assets pledged for bank credit facilities amounted to HKD 473,006,000 as of March 31, 2025, down from HKD 570,010,000 in the previous year[49] Cash Flow and Financing - The company’s cash and cash equivalents increased to HKD 13,126,000 from HKD 8,537,000, representing a growth of 54.0%[5] - The group has utilized HKD 180,625,000 of its bank credit facilities, down from HKD 394,967,000 a year earlier[47] - The group has provided guarantees amounting to HKD 252,600,000 for bank credit facilities as of March 31, 2025, a decrease from HKD 838,857,000 in the previous year[50] - The company plans to repay HKD 20,000,000 of revolving loans and negotiate for an additional HKD 20,000,000 mortgage loan in April 2025[11] - The company is actively negotiating the renewal of existing bank facilities and exploring additional financing options[11] Business Segments - The company operates in two main segments: cosmetics and women's fashion, with performance evaluated based on adjusted pre-tax losses excluding certain expenses[21] - The cosmetics business generated revenue of HKD 350,815,000, a decline of 17.8% from HKD 426,537,000 in the previous year, with a segment loss of HKD 32,612,000[40] - The fashion business revenue was HKD 130,669,000, down 18.4% from HKD 160,173,000 in 2024, with a segment loss of HKD 25,297,000[41] Operational Changes - As of March 31, 2025, the group operated 53 cosmetics stores, down from 57 in 2024, and 52 fashion stores, down from 60[40][41] - The group plans to negotiate reasonable rents and strategically adjust its retail network, with 58 store leases expiring by March 31, 2026, representing 56% of all leases[42] - The group launched a new mobile app in May 2025 to enhance online and offline business integration and improve customer shopping experience[43] Employee and Corporate Governance - The group employed approximately 850 employees as of March 31, 2025, a slight decrease from about 870 employees a year prior[51] - The group did not recommend any final dividend for the year ended March 31, 2025, consistent with 2024[32] - The annual general meeting is scheduled for September 23, 2025, with a share transfer registration suspension from September 18 to September 23, 2025[52] Market and Economic Conditions - Approximately 29% of the procurement costs are in foreign currencies, slightly down from 30% in 2024, indicating ongoing foreign exchange risk management[48] - The company’s revenue from the Hong Kong and Macau markets accounted for the entirety of its reported sales, with no revenue generated from other regions in China for the year ending March 31, 2025[17]

3.1 提名委員會的秘書將由公司秘書出任。若公司秘書缺席，其委派代表或由提名委 員會在會議上委任的人士，將可出席提名委員會會議及記錄會議紀錄。 威高國際控股有限公司 VEEKO INTERNATIONAL HOLDINGS LIMITED (「本公司」) (於開曼群島註冊成立的有限公司) 提名委員會的職權範圍 (乃本公司根據董事會於二零一三年八月三十日通過的決議案所採納 及根據董事會於二零二五年六月二十七日通過的決議案所修訂) 1. 成員 2 主席 2.1 提名委員會的主席須由本公司董事會委任，並須由董事會主席或獨立非執行董事 擔任。 3 秘書 4 提名委員會會議的程序 除下文另有指明外，載列於本公司的組織章程細則 (不時作出修訂)有關規範董事 會會議的規定，亦適用於提名委員會的會議及其程序。 4.1 法定人數 4.1.1 提名委員會會議的開會法定人數為任何兩名成員。 4.2 會議次數 4.2.1 提名委員會應每年召開至少一次定期會議，以檢討、制定及考慮有關董事委任、 重新委任及罷免的提名程序及其於年內的實施情況，向董事會提出有關董事候選 人的建議，檢討董事會多元化政策及董事會不時採納的實施該等政策的任何可衡 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公佈全部或任何部份內容 而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：1173） 內幕消息－盈利警告 威高國際控股有限公司（「本公司」，連同其附屬公司，「本集團」）謹此根據香港聯合交 易所有限公司證券上市規則第13.09條及香港法例第571章證券及期貨條例第XIVA部刊發 本公佈。 本公司董事（「董事」）會（「董事會」）謹此知會本公司股東（「股東」）及有意投資者，根據 對本集團截至2025年3月31日止年度（「本年度」）之未經審核綜合管理賬目及現時可得資 料所作出之初步評估，對比2024年3月3 1日止年度（「上年度」）錄得除稅後虧損 40,043,000港元，預期本集團本年度將會錄得除稅後虧損介乎約120,000,000港元至 126,000,000港元。 本年度預期之除稅後虧損主要歸因於以下因素的合併影響： (i) 本集團化妝品及時裝兩個業務分類的營業額均減少導致毛利減少，營業額之下跌乃 因本集團於本年度的店舖數目減少、香 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公 佈全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何 責任。 董事會召開日期 威高國際控股有限公司(｢本公司｣)董事會宣佈，本公司將於 2025 年 6 月 27 日(星 期五)下午 4 時 30 分在本公司註冊辦事處舉行董事會會議，董事會將於會上通過 議案，其中包括批准刊發本公司及其附屬公司截至 2025 年 3 月 31 日止年度的全 年業績，以及考慮派發末期股息(如有)。 承董事會命 威高國際控股有限公司 公司秘書 周敏怡 香港，2025 年 6 月 12 日 於本公佈日期，董事會成員包括兩名執行董事鄭鐘文先生 ( 主席 ) 及林玉森女 士，一名非執行董事林文鈿先生，以及三名獨立非執行董事歐陽厚昌先生、鄭文 龍先生及劉詩彤女士。 ...