於2025年8月8日舉行之股東特別大會之投票結果 董事會欣然宣佈，於2025年8月8日 (星期五) 舉行之股東特別大會上提呈之所有決 議案均獲股東以投票表決方式正式通過。 茲提述滉達富控股有限公司日期為2025年7月23日之通函(「該通函」) 及日期為2025 年7月23日之股東特別大會之通告(「該通告」)。除文義另有所指外，本公佈所用之詞 彙與該通函所界定者具有相同涵義。 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，並明確表示概不會對本公告的全部或任何部分內容所產生或因依 賴該等內容而引致的任何損失承擔任何責任。 QUALI-SMART HOLDINGS LIMITED 滉達富控股有限公司* （於開曼群島註冊成立的有限公司） （股份代號：1348） 由於所有決議案獲得 50%以上之票數贊成，故所有決議案於股東特別大會上獲正式通 過為本公司之普通決議案。 承董事會命 滉達富控股有限公司 潘栢基先生 董事會欣然宣佈，於2025年8月8日(星期五) 舉行之股東特別大會上提呈之所有決議案 均獲股東以投票表決方式正式通過。本公司的香港股份過戶登記分處卓 ...

| 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) | 01348 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 6,000,000,000 | USD | | 0.000025 | USD | | 150,000 | | 增加 / 減少 (-) | | | 0 | | | | USD | | | | 本月底結存 | | | 6,000,000,000 | USD | | 0.000025 | USD | | 150,000 | 本月底法定/註冊股本總額： USD 150,000 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 滉達富控股有限公司 呈交日期: 2025 ...

Core Viewpoint - The stock price of Huan Da Fu Holdings (01348) experienced a decline of 5.41%, trading at HKD 0.07 per share with a transaction volume of HKD 1.4 million as of 09:48 on August 1 [1] Group 1: Company Overview - Huan Da Fu Holdings Limited primarily engages in toy OEM manufacturing services, financial services, and digital publishing and mobile application solutions [1] - The company expanded its digital publishing and mobile application solutions business by acquiring Jia Ang Media Technology Group in 2014 [1] - In 2015, the company further expanded its financial services business by acquiring Gao Cheng Group [1] Group 2: Financial Performance - As of the 2024 annual report, Huan Da Fu Holdings reported total revenue of HKD 66.38 million and a net loss of HKD 16.49 million [2]

QUALI-SMART HOLDINGS LIMITED 滉達富控股有限公司 * (Stock code 股份代號：1348) NOTIFICATION LETTER 通知信函 Dear Non-registered Holder(s)(Note 1), Quali-Smart Holdings Limited (the "Company") – Notice of Publication of 2025 Annual Report (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at www.quali-smart.com.hk and the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk resp ...

QUALI-SMART HOLDINGS LIMITED 滉達富控股有限公司 * (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） (Stock code 股份代號：1348) NOTIFICATION LETTER 通知信函 Dear Registered Shareholders, Quali-Smart Holdings Limited (the "Company") – Notice of Publication of 2025 Annual Report (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communications are now available on the Company's website at www.quali-smart.com.hk and the website of The Stock Exch ...

Financial Services Division 2025 環境、社會及 管治報告 Toys Division 環境、社會及管治報告2025 目錄 | | | | 頁次 | | --- | --- | --- | --- | | 緒言 | | | 2 | | 報告準則 | | | 2 | | 報告原則 | | | 2 | | 有關本集團 | | | 2 | | 董事會聲明 | | | 3 | | 可持續管治 | | | 3 | | 環境、社會及管治風險管理 | | | 3 | | 持份者的參與及重要性 | | | 4 | | 回饋及聯絡方式 | | | 4 | | A. | 環境 | | 4 | | A1. | | 排放物 | 5 | | A2. | | 資源使用 | 7 | | A3. | | 環境及天然資源 | 7 | | A4. | | 環保 | 8 | | B. | 社會 | | 9 | | B1. | | 僱傭 | 9 | | B2. | | 健康與安全 | 11 | | B3. | | 發展及培訓 | 11 | | B4. | | 勞工準則 | 12 | | B5. | | 供應鏈管理 | ...

[Company Information](index=3&type=section&id=%E5%85%AC%E5%B8%B8%E8%B3%87%E6%96%99) This section provides key company information including basic registration details, board and committee member lists, company secretary, auditor, principal bankers, and share registrar [Company Basic Information](index=3&type=section&id=%E5%85%AC%E5%B8%B8%E8%B3%87%E6%96%99) This chapter provides key company information including basic registration details, board and committee member lists, company secretary, auditor, principal bankers, and share registrar - The report lists the members of the Board of Directors, including executive and independent non-executive directors, and the four committees: Audit, Remuneration, Nomination, and Corporate Governance[4](index=4&type=chunk) - The company's auditor is BDO Limited, Hong Kong, and its stock code is **1348**[4](index=4&type=chunk)[5](index=5&type=chunk) [Chairman's Statement](index=4&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A%E6%9B%B8) The Chairman's Statement reviews the year's operating performance, highlighting the Group's resilience amidst a complex global economic landscape, with the Toys segment maintaining operational stability through stringent cost management and the Financial Services segment focusing on prudent resource allocation and deepening client relationships under limited resources [Chairman's Statement](index=4&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A%E6%9B%B8) The Chairman's Statement reviews the year's operating performance, highlighting the Group's resilience amidst a complex global economic landscape, with the Toys segment maintaining operational stability through stringent cost management and the Financial Services segment focusing on prudent resource allocation and deepening client relationships under limited resources - The Group's core businesses are toy manufacturing and sales (Toys segment) and financial services (Financial Services segment)[6](index=6&type=chunk) - The Toys segment faces challenges including squeezed profit margins, supply chain adjustments, and demand fluctuations, but maintained operational stability through stringent cost management and process optimization[6](index=6&type=chunk) - The Financial Services segment, due to limited business development capital, strategically prioritized prudent resource allocation over aggressive expansion[6](index=6&type=chunk) - In the future, the Board will focus on stringent capital management for both segments, with the Toys segment emphasizing operational excellence and precise innovation, and the Financial Services segment focusing on compliance and controllable growth[7](index=7&type=chunk) [Corporate Governance Report](index=5&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) This report details the company's commitment to high corporate governance standards, adherence to the HKEX Corporate Governance Code, and the structure and responsibilities of its Board and various committees [Corporate Governance Practices and the Board](index=5&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F) The company is committed to maintaining high corporate governance standards and has adopted the HKEX Corporate Governance Code, complying with all applicable code provisions during the reporting period, with the Board responsible for leading and overseeing the Group while delegating daily operations to executive directors and senior management - The company has adopted the HKEX Corporate Governance Code and complied with all applicable code provisions during the current year[10](index=10&type=chunk) - The Board is responsible for leading and controlling the Group, with daily responsibilities delegated to executive directors and senior management[13](index=13&type=chunk) - As of March 31, 2025, the Board comprises eight directors, including four executive directors and four independent non-executive directors[14](index=14&type=chunk) [Board Committees](index=7&type=section&id=%E8%91%A3%E4%BA%8B%E5%A7%94%E5%93%A1%E6%9C%83) The Board has established four committees—Audit, Remuneration, Nomination, and Corporate Governance—each with clear terms of reference and regular meetings, detailing their members, primary duties, and annual work summaries including financial review, remuneration policy review, director nomination, and governance policy monitoring - The Board has established four committees: Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee[21](index=21&type=chunk) Board and Committee Attendance | Director Name | Board Attendance | Audit Committee Attendance | Remuneration Committee Attendance | Nomination Committee Attendance | | :--- | :--- | :--- | :--- | :--- | | Mr. Poon Pak Kei | 4/4 | Not Applicable | 2/2 | 2/2 | | Mr. Chu Wan Ming | 4/4 | Not Applicable | 2/2 | 2/2 | | Mr. Hau Yiu Po | 4/4 | Not Applicable | Not Applicable | Not Applicable | | Ms. Tang Yuen Ching | 4/4 | Not Applicable | Not Applicable | Not Applicable | | Mr. Leung Po Wing | 4/4 | 4/4 | 2/2 | 2/2 | | Mr. Chan Siu Wing | 4/4 | 4/4 | 2/2 | 2/2 | | Mr. Wong Wah On | 4/4 | 4/4 | 2/2 | 2/2 | | Ms. Yeung Wai Ling | 2/2 | Not Applicable | Not Applicable | Not Applicable | - The Audit Committee reviewed the consolidated financial statements, oversaw internal control and risk management systems, and recommended the re-appointment of the auditor during the year[25](index=25&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) Fees Paid to Auditor | Services Provided | Fees Paid/Payable (Thousand HKD) | | :--- | :--- | | Audit Services – Statutory Audit | 950 | | Non-Audit Services: | | | – Agreed-upon Procedures | 80 | | **Total** | **1,030** | [Shareholder Communication and Rights](index=12&type=section&id=%E8%88%87%E8%82%A1%E6%9D%B1%E5%8F%8A%E6%8A%95%E8%B3%87%E8%80%85%E9%80%9A%E8%A8%8A) The company values communication with shareholders and has established a dividend policy, clarifying specific procedures and rights for shareholders to convene extraordinary general meetings, convey inquiries to the Board, and propose resolutions at general meetings - The company has adopted a dividend policy, with dividend payments at the discretion of the Board, based on factors such as earnings, cash flow, and financial position[46](index=46&type=chunk) - Shareholders holding not less than one-tenth of the paid-up share capital have the right to request an extraordinary general meeting[48](index=48&type=chunk) - The report clarifies the procedures for shareholders to nominate director candidates, with the nomination period from the day after the notice of the general meeting is issued until 7 days before the meeting[51](index=51&type=chunk)[52](index=52&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section provides an in-depth review of the Group's business and financial performance for the year, outlining challenges faced by the Toys segment and the Financial Services segment's growth despite capital limitations, along with future strategies [Business Review](index=14&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) This year, the Group's core businesses remained the Toys segment and the Financial Services segment, with the Toys segment facing multiple challenges including geopolitical tensions, global economic uncertainty, rising costs, and stringent ESG requirements, while the Financial Services segment, despite revenue growth, recorded a loss due to low capital levels and high operating costs - The Toys segment faces a complex operating environment, including US-China geopolitical tensions, global economic uncertainty (high inflation, interest rate hikes), conservative customer orders, rising costs (labor, materials, logistics), and stringent ESG requirements[59](index=59&type=chunk)[60](index=60&type=chunk) - The Financial Services segment's revenue increased from HKD **10.8 million** in the previous year to HKD **19.9 million** in the current year, but still recorded a net loss before tax of HKD **8.2 million** due to low capital levels and high operating costs[61](index=61&type=chunk) [Financial Review](index=15&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's total revenue decreased by **59.4%** year-on-year to HKD **71.9 million** this year, primarily due to a **68.7%** decline in Toys segment revenue, which could not be offset by the **83.4%** growth in Financial Services segment revenue, resulting in a narrowed net loss from HKD **74.0 million** to HKD **17.9 million**, mainly benefiting from the absence of the previous year's HKD **45.5 million** goodwill impairment loss Group Financial Performance | Indicator | Current Year (Thousand HKD) | Previous Year (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | **Group Total Revenue** | 71,933 | 177,259 | -59.4% | | **Group Net Loss** | 17,871 | 73,958 | -75.8% | Segment Performance | Segment | Revenue (Current Year, Million HKD) | Revenue (Previous Year, Million HKD) | Revenue Change | Segment Profit/Loss (Current Year, Million HKD) | | :--- | :--- | :--- | :--- | :--- | | **Toys Segment** | 52.1 | 166.4 | -68.7% | 0.4 (Profit) | | **Financial Services Segment** | 19.9 | 10.8 | +83.4% | (10.4) (Loss) | - The significant reduction in net loss is primarily due to the absence of the goodwill impairment loss of approximately HKD **45.5 million** in the Financial Services segment from the previous year[69](index=69&type=chunk) - As of March 31, 2025, the Group's cash and cash equivalents were HKD **25.6 million** (compared to HKD **57.5 million** last year), and the debt-to-equity ratio increased from **66.1%** to approximately **100%**[77](index=77&type=chunk) [Outlook and Strategy](index=20&type=section&id=%E5%89%8D%E6%99%AF) Looking ahead, the Toys segment will focus on cost control, innovation, and strategic management of its manufacturing network to address challenges, while the Group has decided to dispose of its securities brokerage and institutional trading business to preserve working capital, with future financial services focusing on investment and financial advisory businesses requiring less operating capital - Key to the Toys segment's future success lies in continuous innovation (materials, processes), deepening value-added services, implementing ESG agenda, and strategically managing its manufacturing network[97](index=97&type=chunk) - To preserve working capital, the company entered into an agreement on June 6, 2025, to dispose of its securities brokerage and institutional trading businesses, which have higher operating costs and capital requirements[98](index=98&type=chunk) - Following the disposal, the Group will continue its financial services business through Crosby Asset Management, focusing on investment and financial advisory services under Type 4 (advising on securities) and Type 9 (asset management) licenses, significantly reducing working capital requirements[98](index=98&type=chunk) [Biographies of Directors and Senior Management](index=21&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B1%A5%E6%AD%B7) This section provides detailed personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, professional experience, academic background, and positions held in other listed companies [Biographies of Directors and Senior Management](index=21&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B1%A5%E6%AD%B7) This section provides detailed personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, professional experience, academic background, and positions held in other listed companies - This chapter provides detailed biographies of the company's directors, including Mr. Chu Wan Ming, Mr. Poon Pak Kei, Mr. Hau Yiu Po, Ms. Tang Yuen Ching, Mr. Leung Po Wing, Mr. Chan Siu Wing, Mr. Wong Wah On, and Ms. Yeung Wai Ling[100](index=100&type=chunk)[102](index=102&type=chunk)[106](index=106&type=chunk)[108](index=108&type=chunk) [Directors' Report](index=24&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) This report provides an overview of the company's principal activities, financial performance for the year, the Board's recommendation not to declare a final dividend, and details on the company's distributable reserves [Business and Financial Overview](index=24&type=section&id=%E4%B8%BB%E8%A6%81%E6%A5%AD%E5%8B%99) This chapter outlines the company's principal activities as investment holding and management services, presents the financial results for the current year, states the Board's recommendation not to declare a final dividend, and details the company's distributable reserves - The principal activities of the company are investment holding and the provision of management services[113](index=113&type=chunk) - The Board recommends not to declare a final dividend for the current year[114](index=114&type=chunk) - As of March 31, 2025, the company's distributable reserves were approximately HKD **34.0 million**[116](index=116&type=chunk) [Risk Management and Compliance](index=25&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E9%9D%A2%E5%B0%8D%E7%9A%84%E4%B8%BB%E8%A6%81%E9%A2%A8%E9%9A%AA%E5%92%8C%E4%B8%8D%E7%A2%BA%E5%AE%9A%E6%80%A7) The report elaborates on the Group's key risks, including financial risks (credit, liquidity, etc.), market risks, seasonality, reliance on major customers, talent competition, regulatory risks, and environmental and social risks, along with measures taken such as cybersecurity protection and environmental policies to manage these risks - The Group faces key risks including financial risks, market risks, seasonality of product demand, reliance on major customers and suppliers, talent competition, regulatory risks, and environmental and social risks[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - During the current year, sales to the Group's largest customer and top five customers accounted for **74.7%** and **93.8%** of total turnover respectively, indicating a high concentration risk[139](index=139&type=chunk) - The Group has implemented cybersecurity measures, including installing firewalls and using antivirus software, and has a compliance manual to protect customer data[133](index=133&type=chunk)[134](index=134&type=chunk) [Directors, Shareholders, and Shareholding Structure](index=29&type=section&id=%E8%91%A3%E4%BA%8B) This chapter lists the directors during the reporting period and their changes, discloses the interests of directors and major shareholders in the company's shares, and details the company's share option scheme, including grant dates, exercise prices, number of outstanding share options, and their key terms Directors' Interests in Shares | Director Name | Total Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | | Mr. Poon Pak Kei | 20,796,000 | 1.41% | | Mr. Chu Wan Ming | 40,295,800 | 2.73% | | Mr. Hau Yiu Po | 14,540,000 | 0.99% | | Ms. Tang Yuen Ching | 1,200,000 | 0.08% | | Mr. Leung Po Wing | 2,800,000 | 0.19% | | Mr. Chan Siu Wing | 2,800,000 | 0.19% | | Mr. Wong Wah On | 1,400,000 | 0.10% | Major Shareholders | Major Shareholder Name | Total Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | | Smart Investor Holdings Limited | 482,864,000 | 32.75% | | Silver Pointer Limited | 106,880,000 | 7.25% | | Benefit Global Limited | 218,463,111 | 14.82% | - The company has a share option scheme, and as of the reporting date, the total number of shares that may be issued due to outstanding share options is **65,643,800** shares, representing **4.5%** of the issued share capital[154](index=154&type=chunk)[162](index=162&type=chunk) [Independent Auditor's Report](index=38&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) The auditor, BDO Limited, Hong Kong, believes that the consolidated financial statements fairly and truly reflect the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards, specifically highlighting "Impairment assessment of non-financial assets" as a key audit matter due to significant management judgment involved [Independent Auditor's Report](index=38&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) The auditor, BDO Limited, Hong Kong, believes that the consolidated financial statements fairly and truly reflect the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards, specifically highlighting "Impairment assessment of non-financial assets" as a key audit matter due to significant management judgment involved - The auditor issued an unmodified opinion, stating that the consolidated financial statements truly and fairly reflect the Group's financial position and performance[185](index=185&type=chunk) - A key audit matter is "Impairment assessment of non-financial assets," particularly for property, plant and equipment and right-of-use assets of the "Financial Services" cash-generating unit, as their determination involves significant management judgment and estimates[187](index=187&type=chunk)[188](index=188&type=chunk) [Consolidated Financial Statements](index=42&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the Group's consolidated financial statements, including the statement of profit or loss and other comprehensive income, statement of financial position, statement of cash flows, and detailed notes to the financial statements [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=42&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) This year, the Group recorded revenue of HKD **71.933 million**, a significant decrease from HKD **177.259 million** last year, with the loss for the year narrowing significantly to HKD **17.871 million** from HKD **73.958 million**, and basic and diluted loss per share at HKD **1.21** cents Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator (Thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 71,933 | 177,259 | | Administrative expenses | (44,558) | (48,062) | | Goodwill impairment loss | – | (45,508) | | Loss for the year and total comprehensive income | (17,871) | (73,958) | | Basic and diluted loss per share (HK cents) | (1.21) | (5.02) | [Consolidated Statement of Financial Position](index=43&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2025, the Group's total assets were HKD **164.654 million**, total liabilities were HKD **126.357 million**, and net assets were HKD **38.297 million**, a decrease from HKD **56.168 million** in the previous year, with net current assets at HKD **72.691 million** Consolidated Statement of Financial Position | Indicator (Thousand HKD) | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | 164,654 | 176,551 | | Total Non-Current Assets | 5,926 | 5,782 | | Total Current Assets | 158,728 | 170,769 | | **Total Liabilities** | 126,357 | 120,383 | | Total Current Liabilities | 86,037 | 82,675 | | Total Non-Current Liabilities | 40,320 | 37,708 | | **Net Assets** | 38,297 | 56,168 | [Consolidated Statement of Cash Flows](index=46&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) This year, net cash generated from operating activities was HKD **11.947 million**, net cash used in investing activities was HKD **36.000 million**, primarily due to placement of time deposits, and net cash used in financing activities was HKD **7.923 million**, resulting in a net decrease in cash and cash equivalents of HKD **31.976 million**, with an ending balance of HKD **25.561 million** Consolidated Statement of Cash Flows | Indicator (Thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash generated from operating activities | 11,947 | 23,683 | | Net cash used in investing activities | (36,000) | (19,863) | | Net cash used in financing activities | (7,923) | (8,231) | | Net decrease in cash and cash equivalents | (31,976) | (4,411) | | Cash and cash equivalents at year end | 25,561 | 57,537 | [Notes to the Consolidated Financial Statements](index=48&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) The notes section elaborates on the basis of financial statement preparation, significant accounting policies, and accounting judgments and estimates, covering segment information, revenue composition, details of various assets and liabilities (such as property, goodwill, receivables, convertible notes), related party transactions, contingent liabilities, and post-reporting period events - The Group has two reportable segments: "Manufacturing and Sales of Toys" and "Financial Services"[265](index=265&type=chunk) - Revenue from the two largest customers in the Toys segment totaled HKD **50.492 million**, accounting for approximately **70.2%** of the Group's total revenue[279](index=279&type=chunk) - As of March 31, 2025, the Group had outstanding bills payable with a principal amount of HKD **31.0 million** and convertible notes with a liability component carrying amount of HKD **7.295 million**[331](index=331&type=chunk)[336](index=336&type=chunk) - The Group has a contingent liability involving a lawsuit against its subsidiary, Crosby Securities Limited, for which the directors believe the outflow of resources is not yet probable at this stage, thus no provision has been made[383](index=383&type=chunk)[385](index=385&type=chunk) - Post-reporting period event: On June 6, 2025, the company entered into an agreement to dispose of its entire equity interest in Crosby Asia Limited, which holds the securities brokerage business, for an estimated consideration of approximately HKD **11.2 million**[386](index=386&type=chunk) [Five-Year Financial Summary](index=105&type=section&id=%E4%BA%94%E5%B9%B4%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) This chapter provides a summary of the Group's performance, assets, and liabilities over the past five financial years, showing a continuous decline in Group revenue since 2021 and a year-on-year decrease in net assets [Five-Year Financial Summary](index=105&type=section&id=%E4%BA%94%E5%B9%B4%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) This chapter provides a summary of the Group's performance, assets, and liabilities over the past five financial years, showing a continuous decline in Group revenue since 2021 and a year-on-year decrease in net assets Five-Year Financial Summary | Indicator (Thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 71,933 | 177,259 | 341,801 | 448,655 | 485,788 | | **Loss for the year** | (17,871) | (73,958) | (72,321) | (94,374) | (35,628) | | **Total Assets** | 164,654 | 176,551 | 243,876 | 381,507 | 438,842 | | **Net Assets** | 38,297 | 56,168 | 126,464 | 198,710 | 293,084 |

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) [Core Financial Metrics](index=1&type=section&id=Core%20Financial%20Metrics) Total revenue in FY2025 significantly decreased to HKD 71.9 million, while net loss narrowed to HKD 17.9 million, primarily due to the absence of prior year's goodwill impairment | Metric | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | 71.9 Million HKD | 177.3 Million HKD | -59.4% | | Toy Segment Revenue | 52.1 Million HKD | 166.4 Million HKD | -68.7% | | Financial Services Segment Revenue | 19.9 Million HKD | 10.8 Million HKD | +83.4% | | **Net Loss** | 17.9 Million HKD | 74.0 Million HKD | -75.8% | - Key reasons for the significant reduction in net loss include the non-recurrence of approximately **HKD 45.5 million** goodwill impairment loss in the financial services segment from the previous year[4](index=4&type=chunk) - Other income, gains, and losses increased by approximately **HKD 12.8 million**, mainly from office equipment service income and gains on asset disposal[4](index=4&type=chunk) - Reduced sales in the toy segment led to a corresponding decrease in selling expenses by approximately **HKD 2.3 million**[4](index=4&type=chunk) - The Board recommended no final dividend for the year ended March 31, 2025[4](index=4&type=chunk) [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group recorded a loss of HKD 17.9 million in FY2025, significantly narrowed from the prior year, with basic and diluted loss per share at HKD 1.21 cents | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 71,933 | 177,259 | | Loss before income tax expense | (17,871) | (73,968) | | Loss for the year | (17,871) | (73,958) | | Loss attributable to owners of the Company | (17,872) | (73,941) | | Loss per share (HK cents) | (1.21) | (5.02) | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets were HKD 164.7 million, net assets decreased to HKD 38.3 million, and net current assets declined, indicating weakened liquidity | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Total non-current assets | 5,926 | 5,782 | | Total current assets | 158,728 | 170,769 | | Total current liabilities | 86,037 | 82,675 | | **Net current assets** | **72,691** | **88,094** | | Total non-current liabilities | 40,320 | 37,708 | | **Net assets** | **38,297** | **56,168** | [Consolidated Statement of Changes in Equity](index=6&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) Total equity decreased to HKD 38.3 million as of March 31, 2025, primarily due to the HKD 17.9 million operating loss recorded during the year - Equity attributable to owners of the Company decreased from **HKD 56,110 thousand** at the beginning of the period to **HKD 38,238 thousand** at the end of the period, mainly due to the loss of **HKD 17,872 thousand** recorded during the year[9](index=9&type=chunk) [Notes to the Financial Information](index=7&type=section&id=Notes%20to%20the%20Financial%20Information) [Accounting Policies and Basis of Preparation](index=7&type=section&id=Accounting%20Policies%20and%20Basis%20of%20Preparation) Financial statements are prepared under HKFRS; new standards had no material impact, and the Group voluntarily changed the profit or loss presentation to the 'nature of expense' method retrospectively - The application of amendments to Hong Kong Financial Reporting Standards in the current year had no significant impact on the Group's financial performance and position[11](index=11&type=chunk) - The Group voluntarily changed the presentation of the consolidated statement of profit or loss and other comprehensive income from the "function of expense" method to the "nature of expense" method, as management believes this provides more reliable and relevant information to financial statement users[18](index=18&type=chunk) [Operating Segment Information](index=10&type=section&id=Operating%20Segment%20Information) The Group operates in toy manufacturing and financial services; toy revenue declined but was profitable, while financial services revenue grew but remained loss-making, with significant customer concentration risk Segment Results (FY2025) | Segment | External Revenue (Thousand HKD) | Segment Profit/(Loss) (Thousand HKD) | | :--- | :--- | :--- | | Manufacturing and Sales of Toys | 52,079 | 357 | | Financial Services | 19,854 | (10,424) | External Revenue by Geographical Region | Region | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | North America | 41,690 | 102,726 | | Western Europe | 6,011 | 28,164 | | Others | 24,232 | 46,869 | - Revenue from major customers A and B totaled **HKD 50,492 thousand**, accounting for **96.9%** of toy segment revenue and **70.2%** of the Group's total revenue, indicating a high degree of customer concentration[37](index=37&type=chunk) [Revenue and Other Income](index=16&type=section&id=Revenue%20and%20Other%20Income) Total revenue was HKD 71.9 million, primarily from toy sales and financial services, with other income significantly increasing to HKD 14.2 million from new service income and asset disposals Revenue Composition | Revenue Source | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Manufacturing and Sales of Toys | 52,079 | 166,431 | | Financial Services | 19,854 | 10,828 | | **Total** | **71,933** | **177,259** | - Other income, gains, and losses increased from **HKD 1.4 million** in the prior year to **HKD 14.2 million**, with key contributions including office facility service income of **HKD 4,555 thousand**, gain on disposal of property, plant and equipment of **HKD 3,100 thousand**, and waived placement commission of **HKD 3,956 thousand**[42](index=42&type=chunk) [Key Expenses and Taxation](index=18&type=section&id=Key%20Expenses%20and%20Taxation) Annual loss narrowed due to the absence of prior year's HKD 45.5 million goodwill impairment, with no deferred tax assets recognized due to unutilized tax losses and uncertain future profits - The recognition of **HKD 45,508 thousand** in goodwill impairment loss and **HKD 585 thousand** in intangible asset impairment loss in the prior year, which did not recur in the current year, was a key factor in the significant reduction of the loss[43](index=43&type=chunk) - Finance costs slightly decreased from **HKD 5.5 million** to **HKD 5.1 million**[43](index=43&type=chunk) - Due to the inability to predict future profit sources, the Group did not recognize deferred tax assets for **HKD 258,919 thousand** in unutilized tax losses[46](index=46&type=chunk) [Balance Sheet Items Details](index=21&type=section&id=Balance%20Sheet%20Items%20Details) Goodwill and intangible assets of financial services were fully impaired in FY2024; inventories and trade receivables significantly decreased, consistent with the toy business contraction - As of March 31, 2024, due to the underperformance of the financial services segment (Crosby Securities and Crosby Asset Management), full impairment provisions were made for all goodwill (**HKD 184,783 thousand**) and intangible assets (**HKD 585 thousand**), resulting in a carrying value of zero as of March 31, 2025[50](index=50&type=chunk)[51](index=51&type=chunk)[57](index=57&type=chunk) | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Inventories | 3,271 | 16,428 | | Trade receivables | 2,358 | 24,954 | - For the year ended March 31, 2025, the financial services segment recognized expected credit losses of **HKD 4,452 thousand** and fully wrote off the related receivables[61](index=61&type=chunk) [Debt and Equity](index=29&type=section&id=Debt%20and%20Equity) The Group finances through promissory notes and convertible notes, with new notes issued in May 2023 to redeem old ones, while the share capital structure remained stable - On May 16, 2023, the Group issued promissory notes totaling **HKD 31.0 million** and convertible notes totaling **HKD 9.0 million** to redeem convertible notes issued in 2020[68](index=68&type=chunk)[69](index=69&type=chunk) - As of March 31, 2025, the issued ordinary share capital was **1,474,232,000 shares**, consistent with the prior year, with no changes during the year[74](index=74&type=chunk) - As of March 31, 2025, there were **65,643,800** unexercised share options with a weighted average remaining contractual life of approximately **1.3 years**[85](index=85&type=chunk) [Management Discussion and Analysis](index=38&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=38&type=section&id=Business%20Review) The toy segment faced declining revenue and profit due to various pressures, while the financial services segment, despite revenue growth, remained loss-making due to capital constraints - Challenges faced by the toy segment include uncertainties from US-China geopolitical tensions and trade wars, high inflation, interest rate hikes, and recession concerns impacting consumer sentiment, leading to conservative customer orders[87](index=87&type=chunk)[88](index=88&type=chunk) - Rising costs for labor, compliance, and eco-friendly materials are squeezing profit margins, alongside increasingly stringent customer requirements for ESG standards[88](index=88&type=chunk) - Although financial services segment revenue grew, it faced issues such as low capital levels, reliance on commission income, and insufficient working capital, which limited business expansion and resulted in continuous losses[89](index=89&type=chunk) [Financial Review](index=39&type=section&id=Financial%20Review) The Group's total revenue decreased by 59.4%, while net loss narrowed by 75.8%, driven by a significant decline in toy segment revenue and improved financial services segment performance Group Overall Financial Performance | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | 71.9 Million HKD | 177.3 Million HKD | -59.4% | | Net Loss | 17.9 Million HKD | 74.0 Million HKD | -75.8% | - Toy segment revenue decreased by **68.7%** to **HKD 52.1 million**, with gross margin falling from **10.3%** to **7.0%**, primarily due to reduced orders from major customers in North America and Western Europe[90](index=90&type=chunk)[93](index=93&type=chunk) - Financial services segment revenue increased by **83.4%** to **HKD 19.9 million**, and segment loss decreased from **HKD 67.1 million** to **HKD 10.4 million**, mainly due to the absence of goodwill and intangible asset impairment losses in the current year[91](index=91&type=chunk) [Liquidity and Financial Resources](index=44&type=section&id=Liquidity%20and%20Financial%20Resources) Despite prudent management, liquidity weakened with cash decreasing to HKD 25.6 million, and the debt-to-equity ratio significantly increased to 100% Key Financial Ratios | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | 25.6 Million HKD | 57.5 Million HKD | | Debt-to-equity ratio | 100% | 66.1% | | Current ratio | 1.8 | 2.1 | [Significant Events and Outlook](index=45&type=section&id=Significant%20Events%20and%20Outlook) Post-period, the Group agreed to dispose of its securities brokerage business to optimize costs, focusing on lower capital advisory services, while the toy business faces ongoing trade and macroeconomic challenges - Subsequent to the reporting period, on June 6, 2025, the Company entered into an agreement to dispose of its wholly-owned subsidiary, Crosby Asia Limited (engaged in securities brokerage business), to preserve working capital[119](index=119&type=chunk)[122](index=122&type=chunk) - Upon completion of the disposal, the Group will continue to engage in Type 4 (advising on securities) and Type 9 (asset management) regulated activities through Crosby Asset Management, which require significantly less working capital[122](index=122&type=chunk) - Outlook: The toy segment faces severe impacts from US-China trade friction, soaring tariffs, and subdued customer demand, making business challenging; the Group's immediate priority is cost optimization[121](index=121&type=chunk)[122](index=122&type=chunk) - Crosby Securities is involved in a lawsuit, but the Company has reached an indemnity agreement with the buyer for potential losses, capped at **HKD 10 million**, which directors believe will not have a material adverse effect on the financial position[108](index=108&type=chunk)[109](index=109&type=chunk) [Corporate Governance and Other Information](index=48&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Compliance and Governance](index=48&type=section&id=Compliance%20and%20Governance) The Company largely complies with the Corporate Governance Code, with the only deviation being the non-separation of Chairman and CEO roles, whose duties are jointly undertaken by executive directors - The Company has complied with all applicable provisions of the Corporate Governance Code throughout the year, except for Code Provision C.2.1[124](index=124&type=chunk) - The deviation is that the roles of Chairman and Chief Executive Officer are not separated, and the CEO position has remained vacant, with its duties jointly undertaken by the executive directors[125](index=125&type=chunk)

Group 1 - The company has entered into an agreement with Emperor Securities Investment Holdings Limited to sell all issued shares and loans of Crosby Asia for an estimated price of approximately HKD 11.2 million [1] - Following the completion of the sale, Crosby Asia and its subsidiaries will no longer be part of the company's consolidated financial statements, which will help streamline operations and reduce financial burdens [1][2] - The decision to sell Crosby Asia is driven by its continuous losses and the need for significant capital injection to restore profitability, particularly in light of increased operational costs and regulatory capital requirements [2] Group 2 - The estimated net proceeds from the sale are expected to be around HKD 10.9 million, which will provide additional working capital to strengthen the company's financial position [2] - The sale is seen as a strategic move to alleviate high operational costs associated with Crosby Asia, allowing the company to reallocate financial resources more effectively [2] - The company aims to enhance its financial resilience, especially considering challenges posed by the US-China trade war, which has impacted the toy division [2]

Financial Position - As of September 30, 2024, the group had no contingent liabilities, consistent with March 31, 2024[1]. - The group had no significant investments in any other companies, apart from investments in subsidiaries, as of September 30, 2024[2]. - As of September 30, 2024, total non-current assets amounted to HKD 8,959 million, an increase of 55.5% from HKD 5,782 million as of March 31, 2024[17]. - Current assets totaled HKD 193,622 million, up 13.3% from HKD 170,769 million as of March 31, 2024[17]. - Total liabilities increased to HKD 113,053 million, up 36.8% from HKD 82,675 million as of March 31, 2024[17]. - The net current assets decreased to HKD 80,569 million, down 8.7% from HKD 88,094 million as of March 31, 2024[17]. - The total liabilities of the group increased to HKD 156,557,000 as of September 30, 2024, compared to HKD 120,383,000 as of March 31, 2024, indicating a rise of about 30%[56]. - The company’s cash and cash equivalents decreased to HKD 35,654,000 as of September 30, 2024, down from HKD 67,662,000 in the previous period, reflecting a decline of approximately 47.4%[49]. - The debt-to-equity ratio increased to approximately 81.9% as of September 30, 2024, compared to 66.1% as of March 31, 2024, due to a decrease in total equity[158]. Revenue and Profitability - Total revenue for the six months ended September 30, 2024, was HKD 58,309 million, down 54.2% from HKD 127,149 million for the same period in 2023[26]. - The company reported a segment loss of HKD 5,568 million for the financial services division, compared to a profit of HKD 652 million in the toy manufacturing and sales segment[26]. - The company reported a loss attributable to owners of HKD 10,230,000 for the six months ended September 30, 2024, compared to a loss of HKD 10,091,000 for the same period in 2023, reflecting an increase in loss of approximately 1.38%[38]. - The company recorded a total comprehensive loss of HKD (10,091,000) for the period, compared to a loss of HKD (9,927,000) in the previous period, representing a decline of approximately 1.63%[48]. - The net loss for the group was approximately HKD 10.1 million, an increase of about HKD 0.2 million year-on-year, primarily due to reduced revenue from the toy division[131]. Toy Division Performance - The toy division faces challenges such as trade tariffs and rising cost pressures, necessitating careful evaluation of new investments to enhance innovation and sustainability[5]. - The company will continue to strictly control costs and review opportunities in new markets or customers to promote growth in the toy division[5]. - The toy division experienced a revenue decline, with major customer orders decreasing by approximately HKD 37.1 million from North America, HKD 14.6 million from Western Europe, and HKD 8.2 million from the Central America and Caribbean regions[109]. - The toy division experienced a significant revenue decline of approximately HKD 72.8 million, contributing to an overall revenue decrease of about HKD 68.8 million for the group[127]. - The trade payables for the toy division decreased by approximately HKD 3.4 million or 32.3% to about HKD 7.2 million, mainly due to reduced procurement and service costs[135]. Financial Services Performance - The financial services segment reported total revenue of HKD 10.5 million, a 60.6% increase from HKD 6.6 million in the previous period[104]. - The financial services segment reported a profit of HKD 3,645,000, contrasting with a loss of HKD (8,887,000) in the previous period, indicating a turnaround in performance[53]. - The financial services division's trade receivables remained stable at approximately HKD 5.7 million as of September 30, 2024, compared to HKD 6.3 million on March 31, 2024[134]. Cost Management - The company incurred employee benefits expenses of HKD 17,156 million, an increase of 5.4% from HKD 16,276 million in the previous year[35]. - The total employee costs for the period were approximately HKD 17.2 million, an increase from HKD 16.3 million in the previous year[141]. - The financing costs decreased by 20.1% to approximately HKD 2.5 million, primarily due to a reduction in the actual interest on convertible bonds[129]. - The company has a total of 12,896,000 stock options remaining for employees, after accounting for 400,000 that lapsed during the period[11]. Management and Governance - The board of directors has undergone changes, with Mr. Liu and Ms. Li resigning from their positions on November 9, 2023[12]. - The company has not recognized any share-based payment expenses for unvested and unexercised share options as of September 30, 2024[88]. - The company’s remuneration policy is regularly reviewed by the remuneration committee and is based on employee position, responsibilities, and performance[195]. - The company has adopted the standard code for securities trading by directors, ensuring compliance throughout the reporting period[197]. Market Conditions - The overall economic environment in mainland China and Hong Kong remains sluggish, with Hong Kong's GDP growth forecasted to slow from 3.2% in 2023 to around 2.4% in 2024[100]. - The average daily trading volume in the stock market during the period was approximately HKD 113 billion[100]. - The company faces competitive threats from rising manufacturing centers in Southeast Asia due to ongoing trade tensions between Western markets and China[102]. - The overall liquidity and new capital inflow into Hong Kong are hindered by market sentiment and economic conditions[100]. Shareholder Information - The company has a total of 482,864,000 shares held by Smart Investor Holdings Limited, representing 32.75% of the total shares[200]. - Benefit Global Limited holds 149,563,111 shares, accounting for 10.15% of the total shares[200]. - The company has no current share incentive plans in place[174]. - The company has not purchased, sold, or redeemed any of its listed securities during the six months ending September 30, 2024[167].