香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 之 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部 或任何部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。 本公告僅供參考，並不構成收購、購買或認購股份之邀請或要約。 Baijin Life Science Holdings Limited 佰 金 生 命 科 學 控 股 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號： 1466） 根據一般授權認購新股份 認購股份將根據一般授權配發及發行。本公司將向聯交所申請批准認購股份上 市及買賣。 股 東 及 潛 在 投 資 者 務 請 注 意 ， 完 成 須 待 認 購 協 議 項 下 之 條 件 達 成 後 ， 方 可 作 實。由於認購事項未必一定進行，故股東及潛在投資者於買賣股份時務請審慎 行事。 董事會欣然宣佈，於2025年9月29日（ 聯交所交易時段後 ），本公司（ 作為發行人 ） 與認購人各自訂立認購協議，以按認購價每股股份0.48港元認購合共40,000,000股 認購股份。 ...

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8月31日 狀態: 新提交 FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 致：香港交易及結算所有限公司 公司名稱: 佰金生命科學控股有限公司 呈交日期: 2025年9月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01466 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.02 HKD | | | 200,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | | 本月底結存 | | | 10,000,000,000 | HKD | | ...

Environmental, Social and Governance Report 2025 環境、社會及管治報告 Table of Contents 目錄 | MESSAGE FROM THE BOARD | 董事會致辭 | 2 | | --- | --- | --- | | ABOUT BAIJIN LIFE SCIENCE | 關於佰金生命科學 | 3 | | ABOUT THE REPORT | 關於本報告 | 4 | | Reporting Scope and Period | 報告範圍及期間 | 4 | | Reporting Principle | 匯報原則 | 5 | | Report Access and feedback | 獲取報告及反饋 | 5 | | SUSTAINABILITY GOVERNANCE | 可持續發展管治 | 6 | | STAKEHOLDERS ENGAGEMENT | 持份者參與 | 6 | | MATERIALITY ASSESSMENT | 重要性評估 | 9 | | ENVIRONMENTAL ASPECTS | 環境層面 | 10 | | EMISSI ...

Baijin Life Science Holdings Limited (the "Company") — Notification of publication of Annual Report, Circular and Notice of Annual General Meeting (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communication are available on the Company's website at www.baijinlifescience.com and the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk respectively (the "Website Version"). The Company strongly recommends you ...

佰金生命科學控股有限公司 佰 金 生 命 科 學 控 股 有 限 公 司 (Stock Code: 1466) (Incorporated in the Cayman Islands with limited liability) (Incorporated in 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：1466） NOTIFICATION LETTER 通知信函 Date as postmarked Baijin Life Science Holdings Limited Baijin Life Science Holdings Limited Actionable Corporate Communications refer to any corporate communications that seek instructions from the Shareholders on how they wish to exercise their rights or make elections as ...

（於開曼群島註冊成立之有限公司） （股份代號： 1466） Baijin Life Science Holdings Limited 佰金生命科學控股有限公司 2025年 股 東 週 年 大 會 之 代 表 委 任 表 格 本人╱吾等 (1) 地址為 為佰金生命科學控股有限公司（「本公司」）股本中每股面值0.02港元之股份共 股 (2) 之註冊持有人， 茲委任 (3) 本公司股東週年大會（「大會」）（或其任何續會）主席或 收 集 個 人 資 料 聲 明 閣 下 是 自 願 提 供 閣 下 及 閣 下 委 任 代 表 的 姓 名 及 地 址，以 用 於 處 理 就 本 公 司 大 會 有 關 閣 下 委 任 代 表 的 任 命 及 投 票 指 示（「該 等 用 途」）。我 們 可 能 向 就 該 等 用 途 為 本 公 司 提 供 行 政、電 腦 及 其 他 服 務 的 代 理 人、承 辦 商 或 第 三 者 服 務 供 應 商，以 及 其 他 獲 法 例 授 權 而 要 求 取 得 有 關 資 料 的 人 士 或 其 他 與 上 述 所 列 出 的 該 等 用 途 有 關 以 及 需 要 接 收 有 關 資 ...

閣 下 如 對 本 通 函 任 何 方 面 或 應 採 取 之 行 動 有 任 何 疑 問，應 諮 詢 閣 下 之 持 牌 證 券 交 易 商、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 佰 金 生 命 科 學 控 股 有 限 公 司 股 份 全 部 出 售 或 轉 讓，應 立 即 將 本 通 函 連 同 隨 附 之 代 表 委 任 表 格 送 交 買 主 或 承 讓 人 或 經 手 買 賣 或 轉 讓 之 銀 行、 持 牌 證 券 交 易 商 或 其 他 代 理 商，以 便 轉 交 買 主 或 承 讓 人。 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 通 函 之 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 對 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。 此 乃 要 件 請 即 處 理 Baijin Life Science Holdings Limited 佰金生命科學 ...

特 別 事 項 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 通 告 之 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 對 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之任何損失承擔任何責任。 Baijin Life Science Holdings Limited 佰金生命科學控股有限公司 （股份代號： 1466） （於開曼群島註冊成立之有限公司） 股 東 週 年 大 會 通 告 茲 通 告 佰 金 生 命 科 學 控 股 有 限 公 司（「本 公 司」）謹 訂 於2025年9月30日（星 期 二） 上 午 十 一 時 正 假 座 香 港 九 龍 灣 宏 照 道19號 金 利 豐 國 際 中 心8樓D室 舉 行2025年 股 東 週 年 大 會，藉 以 商 討 以 下 事 項： 普 通 事 項 – 1 – 1. 接 納 及 考 慮 本 公 司 截 至2025年3月31日 止 年 度 之 經 審 核 財 務 報 表、董 事 會 報 告 及 獨 立 核 數 師 報 ...

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: 佰金生命科學控股有限公司 第 1 頁 共 10 頁 v 1.1.1 FF301 FF301 II. 已發行股份及/或庫存股份變動 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01466 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.02 HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | ...

[Performance Overview](index=1&type=section&id=Performance%20Overview) This section provides a high-level summary of the Group's overall financial and operational performance for the reporting period [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) This statement presents the Group's financial performance over the reporting period, detailing revenues, costs, and net profit or loss Consolidated Statement of Profit or Loss Key Data (HK$'000) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 135,556 | 53,676 | 152.5% | | Cost of sales | (93,570) | (35,576) | -163.0% | | Gross profit | 41,986 | 18,100 | 132.0% | | Other income, net | 11,774 | 484 | 2332.6% | | Reversal of expected credit loss allowance for financial assets, net | 1,560 | 403 | 287.1% | | Impairment loss on goodwill | (20,000) | – | N/A | | Selling expenses | (3,070) | (1,214) | -152.9% | | Administrative expenses | (34,248) | (27,349) | -25.2% | | Operating loss | (1,998) | (9,576) | 79.1% | | Finance income, net | 633 | 1,047 | -39.6% | | Loss before income tax | (1,365) | (8,529) | 84.0% | | Income tax credit/(expense) | 1,278 | (16) | N/A | | Loss for the year | (87) | (8,545) | 99.0% | | (Loss)/profit attributable to owners of the Company | (316) | (7,448) | 95.8% | | Basic loss per share (HK Cents) | (0.05) | (1.15) | 95.7% | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement details the Group's total comprehensive income, including items not recognized in profit or loss, for the reporting period Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (HK$'000) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Loss for the year | (87) | (8,545) | 8,458 | | Other comprehensive expenses: | | | | | Exchange differences on translation of foreign operations | (1,205) | (2,100) | 895 | | Remeasurement of retirement benefit obligations | (123) | – | (123) | | Other comprehensive expenses for the year, net of tax | (1,328) | (2,100) | 772 | | Total comprehensive expenses for the year | (1,415) | (10,645) | 9,230 | | Total comprehensive (expenses)/income attributable to owners of the Company | (1,525) | (9,548) | 8,023 | | Non-controlling interests | 110 | (1,097) | 1,207 | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) This statement presents the Group's assets, liabilities, and equity at a specific point in time, reflecting its financial health Consolidated Statement of Financial Position Key Data (HK$'000) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | **Non-current assets** | | | | | Property, plant and equipment | 6,910 | 6,839 | 1.0% | | Intangible assets | 5,906 | 7,346 | -19.6% | | Right-of-use assets | 9,931 | 1,944 | 410.8% | | Goodwill | 28,363 | 48,363 | -41.3% | | Deposits and prepayments | 11,129 | 10,954 | 1.6% | | Deferred tax assets | 937 | 36 | 2502.8% | | **Total non-current assets** | **63,176** | **75,482** | **-16.3%** | | **Current assets** | | | | | Inventories | 70,637 | 44,340 | 59.3% | | Trade receivables | 25,088 | 15,037 | 66.8% | | Other receivables, deposits and prepayments | 82,657 | 23,205 | 256.2% | | Contract assets | 843 | 854 | -1.3% | | Cash and cash equivalents | 47,773 | 37,884 | 26.1% | | **Total current assets** | **226,998** | **121,320** | **87.1%** | | **Current liabilities** | | | | | Trade payables | 8,343 | 7,874 | 6.0% | | Other payables and accrued expenses | 19,418 | 16,306 | 19.1% | | Contract liabilities | 3,042 | 4,753 | -36.0% | | Lease liabilities | 5,079 | 1,112 | 356.7% | | Bank borrowings | 8,560 | 5,421 | 57.9% | | Other borrowings | 4,000 | 4,000 | 0.0% | | Tax payable | 1,281 | 1,528 | -16.2% | | **Total current liabilities** | **49,723** | **40,994** | **21.3%** | | **Net current assets** | **177,275** | **80,326** | **120.7%** | | **Total assets less current liabilities** | **240,451** | **155,808** | **54.3%** | | **Non-current liabilities** | | | | | Lease liabilities | 7,006 | 948 | 639.0% | | Convertible bonds | 75,282 | 39,712 | 89.6% | | Retirement benefit obligations | 773 | 466 | 65.9% | | Deferred tax liabilities | 1,513 | 1,890 | -19.9% | | **Total non-current liabilities** | **84,574** | **43,016** | **96.6%** | | **Net assets** | **155,877** | **112,792** | **38.2%** | | **Equity** | | | | | Share capital | 15,448 | 13,585 | 13.7% | | Reserves | 123,835 | 82,723 | 49.7% | | Equity attributable to owners of the Company | 139,283 | 96,308 | 44.6% | | Non-controlling interests | 16,594 | 16,484 | 0.7% | | **Total equity** | **155,877** | **112,792** | **38.2%** | [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section details the Group's operating activities, basis of financial statement preparation, adoption of accounting standards, revenue composition, segment information, other income, taxation, loss per share, dividend policy, trade and other receivables/payables, share capital changes, goodwill impairment, and convertible bond treatment, providing essential background for understanding the Group's financial position and operating results [1. General Information](index=6&type=section&id=1.%20General%20Information) Baijin Life Science Holdings Limited is incorporated in the Cayman Islands and listed on the Main Board of the Hong Kong Stock Exchange. The Group's principal activities include jewelry product design and sales, real estate financial asset investment, and newly acquired skincare product sales, scientific research services, and franchise licensing and consulting services. The acquisition of Tonnett Group was completed on February 9, 2024, and its business has been consolidated into the Group - Company incorporated in the Cayman Islands on May 13, 2014, and listed on the Main Board of the Hong Kong Stock Exchange on October 17, 2014[8](index=8&type=chunk) - Group's principal activities include: (i) design and sale of jewelry products; (ii) investment in real estate financial assets; (iii) sale of skincare products under the 'FO' brand, provision of professional scientific research services, and franchise licensing and consulting services (the latter two acquired during the year ended March 31, 2024)[9](index=9&type=chunk) - Acquisition of Tonnett Julis Holdings Limited and its subsidiaries ('Tonnett Group') completed on February 9, 2024, with its business consolidated into the Group since then, contributing new principal activities[9](index=9&type=chunk) [2. Basis of Preparation of Consolidated Financial Statements](index=6&type=section&id=2.%20Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements) The Group's consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and the disclosure requirements of the Hong Kong Companies Ordinance, and primarily measured on a historical cost basis, except for certain financial instruments measured at fair value. The preparation involves accounting estimates and assumptions - Consolidated financial statements prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and the disclosure requirements of the Hong Kong Companies Ordinance (Cap. 622)[10](index=10&type=chunk) - Consolidated financial statements prepared on a historical cost basis, except for certain financial instruments measured at fair value[11](index=11&type=chunk) [3. Adoption of New and Revised Hong Kong Financial Reporting Standards](index=7&type=section&id=3.%20Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) This year, the Group first applied several revised Hong Kong Financial Reporting Standards, including amendments on sale and leaseback, classification of non-current liabilities, and supplier finance arrangements. These revisions had no significant impact on the Group's financial position and performance, particularly the 2020 and 2022 amendments on liability classification, which provided clearer guidance - Several revised Hong Kong Financial Reporting Standards, effective from April 1, 2024, were first applied this year, including HKFRS 16 (Amendment) Lease Liability in a Sale and Leaseback, HKAS 1 (Amendment) Non-current Liabilities with Covenants, etc[13](index=13&type=chunk) - Application of these amendments had no significant impact on the Group's financial position and performance and/or disclosures in the consolidated financial statements for the current and prior years[13](index=13&type=chunk)[16](index=16&type=chunk) - The 2020 amendments clarified that liabilities should be classified as current or non-current based on rights existing at year-end, irrespective of management's intention, and clarified how liabilities are settled; the 2022 amendments further clarified the classification of non-current liabilities with covenants, emphasizing that covenants complied with at or before the reporting date affect classification[14](index=14&type=chunk)[15](index=15&type=chunk) [4. Revenue](index=8&type=section&id=4.%20Revenue) The Group's revenue significantly increased to **HK$135.556 million** in FY2025, up **152.5%** from **HK$53.676 million** in FY2024. This growth was primarily driven by increased sales of jewelry products and skincare products, as well as a comprehensive uplift in consulting, franchise licensing, and scientific research services income - Revenue from sales of jewelry products and skincare products refers to amounts received and receivable from customers, net of returns and discounts; revenue from various services is recognized according to relevant services and contract terms[17](index=17&type=chunk)[18](index=18&type=chunk) Group Revenue Composition (HK$'000) | Revenue Source | 2025 (HK$'000) | 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of jewelry products | 115,191 | 50,348 | 128.8% | | Sales of skincare products | 9,930 | 1,474 | 573.7% | | Consulting services | 5,557 | 1,009 | 450.7% | | Franchise licensing services | 3,867 | 599 | 545.6% | | Scientific research services | 1,011 | 246 | 311.0% | | **Total Revenue** | **135,556** | **53,676** | **152.5%** | [5. Segment Information](index=9&type=section&id=5.%20Segment%20Information) The Group currently has three operating segments: jewelry business, strategic investment, and skincare business. In FY2025, both jewelry and skincare businesses saw significant revenue growth, with jewelry being the largest contributor. The skincare segment's loss expanded, while the jewelry and strategic investment segments achieved profit - Following the acquisition of Tonnett Group on February 9, 2024, the Group now has three operating segments: (a) jewelry business (design and sale of jewelry products); (b) strategic investment (investment in real estate financial assets); (c) skincare business (sale of skincare products under the 'FO' brand, provision of professional scientific research services, and franchise licensing and consulting services)[20](index=20&type=chunk)[21](index=21&type=chunk) Reportable Segment Revenue and Profit/(Loss) by Operating Segment (HK$'000) | Segment | 2025 Segment Revenue | 2024 Segment Revenue | Revenue Change (%) | 2025 Segment Profit/(Loss) | 2024 Segment Profit/(Loss) | Profit/(Loss) Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jewelry Business | 115,191 | 50,348 | 128.8% | 20,888 | 4,070 | 413.2% | | Strategic Investment | – | – | N/A | 4,351 | 444 | 880.0% | | Skincare Business | 20,365 | 3,328 | 511.9% | (25,122) | (5,148) | -388.0% | | **Total** | **135,556** | **53,676** | **152.5%** | **117** | **(634)** | **118.5%** | - Segment results represent the profit/(loss) generated by each segment, excluding certain administrative expenses, net other income, and finance costs incurred by the Company and investment holding companies[23](index=23&type=chunk) [6. Other Income, Net](index=11&type=section&id=6.%20Other%20Income,%20Net) The Group's net other income significantly increased to **HK$11.774 million** in FY2025, primarily due to gains from the disposal of a subsidiary and fair value changes in profit guarantees, offsetting fair value losses on convertible bonds Other Income, Net (HK$'000) | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Exchange (loss)/gain, net | (62) | 4 | (66) | | Gain on disposal of a subsidiary | 4,048 | – | 4,048 | | Write-off of property, plant and equipment | (30) | – | (30) | | Impairment loss on pearl prepayments | 724 | (2,284) | 3,008 | | Fair value change of convertible bonds (loss)/gain | (4,482) | 2,997 | (7,479) | | Fair value change of profit guarantee gain | 10,882 | – | 10,882 | | Others | 694 | (233) | 927 | | **Total** | **11,774** | **484** | **11,290** | - On July 29, 2024, the Group disposed of its entire interest in Thriving Oasis Limited for a consideration of HK$1, recognizing a gain of **HK$4.048 million**[24](index=24&type=chunk) [7. Loss Before Income Tax](index=11&type=section&id=7.%20Loss%20Before%20Income%20Tax) The Group's loss before income tax significantly narrowed to **HK$1.365 million** in FY2025, an **84%** reduction from **HK$8.529 million** in FY2024. This was primarily due to an increase in the reversal of inventory impairment losses, despite increases in employee benefit expenses, depreciation, and amortization Components of Loss Before Income Tax (HK$'000) | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Cost of inventories sold | 99,450 | 47,986 | 51,464 | | Cost of services | 2,342 | 430 | 1,912 | | Reversal of inventory impairment loss, net | (8,222) | (12,840) | 4,618 | | Employee benefit expenses | 18,170 | 15,103 | 3,067 | | Auditor's remuneration — audit services | 1,612 | 1,600 | 12 | | Auditor's remuneration — non-audit services | 103 | 656 | (553) | | Depreciation of property, plant and equipment | 2,223 | 465 | 1,758 | | Depreciation of right-of-use assets | 2,999 | 1,259 | 1,740 | | Amortization of intangible assets | 1,440 | 205 | 1,235 | | Reversal of expected credit loss allowance for trade receivables, net | (2,558) | (413) | (2,145) | | Expected credit loss allowance for other receivables, net | 983 | 12 | 971 | | Expected credit loss allowance for deposits, net | 15 | (2) | 17 | | **Total expected credit loss allowance, net** | **(1,560)** | **(403)** | **(1,157)** | [8. Income Tax Credit/(Expense)](index=12&type=section&id=8.%20Income%20Tax%20Credit/(Expense)) The Group recorded an income tax credit of **HK$1.278 million** in FY2025, compared to an income tax expense of **HK$16 thousand** in FY2024, primarily due to an increase in deferred tax credits Income Tax Credit/(Expense) (HK$'000) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Current tax | – | (18) | | Deferred tax credit | 1,278 | 2 | | **Income tax credit/(expense)** | **1,278** | **(16)** | [9. Loss Per Share](index=12&type=section&id=9.%20Loss%20Per%20Share) The Group's basic loss per share significantly narrowed to **0.05 HK Cents** in FY2025, a **95.7%** reduction from **1.15 HK Cents** in FY2024, primarily due to a substantial decrease in loss attributable to owners of the Company Loss Per Share Calculation (HK$'000/Thousand Shares) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$'000) | (316) | (7,448) | | Weighted average number of ordinary shares (Thousand shares) | 693,896 | 644,990 | | **Basic loss per share (HK Cents)** | **(0.05)** | **(1.15)** | - As of March 31, 2025 and 2024, unexercised convertible bonds had an anti-dilutive effect on loss per share; share options were not assumed to be exercised as their exercise price was higher than the average market price of shares[27](index=27&type=chunk) [10. Dividends](index=12&type=section&id=10.%20Dividends) The Board does not recommend the payment of any dividends for the financial year ended March 31, 2025, consistent with FY2024 - The Board does not recommend the payment of any dividends for the year ended March 31, 2025 (2024: nil)[28](index=28&type=chunk) [11. Trade Receivables, Other Receivables, Deposits and Prepayments](index=12&type=section&id=11.%20Trade%20Receivables,%20Other%20Receivables,%20Deposits%20and%20Prepayments) As of March 31, 2025, the Group's net trade receivables increased to **HK$25.088 million**, and total other receivables, deposits, and prepayments significantly rose to **HK$82.657 million**, primarily due to **HK$41.970 million** in compensation receivable from Tonnett Group's failure to meet target profit Trade Receivables (HK$'000) | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Jewelry Business | 15,898 | 17,413 | (1,515) | | Skincare Business | 19,460 | 10,516 | 8,944 | | Trade receivables, gross | 35,358 | 27,929 | 7,429 | | Less: allowance for expected credit losses | (10,270) | (12,892) | 2,622 | | **Trade receivables, net** | **25,088** | **15,037** | **10,051** | Other Receivables, Deposits and Prepayments (HK$'000) | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Other receivables, net | 29,148 | 14,338 | 14,810 | | Compensation receivable | 41,970 | – | 41,970 | | Deposits | 796 | 709 | 87 | | Prepayments | 10,743 | 8,158 | 2,585 | | **Total current** | **82,657** | **23,205** | **59,452** | | Non-current deposits | 175 | – | 175 | | Non-current prepayments | 10,954 | 10,954 | – | | **Total non-current** | **11,129** | **10,954** | **175** | | **Total** | **93,786** | **34,159** | **59,627** | - As of March 31, 2025, Tonnett Group failed to achieve the target profit, and according to the profit guarantee, the vendor is required to pay the Group approximately **HK$41.97 million** in compensation, which has been recognized as a receivable[31](index=31&type=chunk) [12. Trade Payables, Other Payables and Accrued Expenses](index=14&type=section&id=12.%20Trade%20Payables,%20Other%20Payables%20and%20Accrued%20Expenses) As of March 31, 2025, the Group's trade payables increased to **HK$8.343 million**, and other payables and accrued expenses rose to **HK$19.418 million**, totaling **HK$27.761 million**, primarily due to increases in accrued salaries, employee benefits, and amounts due to directors Trade Payables, Other Payables and Accrued Expenses (HK$'000) | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Trade payables | 8,343 | 7,874 | 469 | | Accrued salaries and employee benefits | 7,035 | 4,146 | 2,889 | | Other payables and accrued expenses | 12,383 | 12,160 | 223 | | **Total** | **27,761** | **24,180** | **3,581** | - As of March 31, 2025, other payables included **HK$5.222 million** due to Mr. Zhang Shimin, a director of the Company (2024: nil), which is unsecured, interest-free, and has no fixed repayment terms[32](index=32&type=chunk) [13. Share Capital](index=14&type=section&id=13.%20Share%20Capital) As of March 31, 2025, the Company's issued share capital increased to **HK$15.448 million**, with total shares rising to **772.391 million**, primarily due to the issuance of **93.139 million** new shares during the year under subscription agreements, raising net proceeds of approximately **HK$44.5 million** Changes in Issued and Fully Paid Share Capital (Thousand Shares/HK$'000) | Date | Number of Shares (Thousand shares) | Share Capital (HK$'000) | | :--- | :--- | :--- | | As at April 1, 2023 | 639,298 | 12,786 | | Shares issued (Note (a)) | 39,954 | 799 | | As at March 31, 2024 and April 1, 2024 | 679,252 | 13,585 | | Shares issued (Note (b)) | 93,139 | 1,863 | | **As at March 31, 2025** | **772,391** | **15,448** | - On September 30, 2024, **27,779,373 new shares** were issued at **HK$0.48 per share**, raising net proceeds of **HK$13.23 million**[34](index=34&type=chunk) - On March 28, 2025, **65,359,433 new shares** were issued at **HK$0.48 per share**, raising net proceeds of **HK$31.27 million**[34](index=34&type=chunk) [14. Goodwill](index=15&type=section&id=14.%20Goodwill) As of March 31, 2025, the Group's goodwill carrying amount was **HK$28.363 million**, a decrease of **HK$20 million** from the previous year, primarily due to the recognition of an **HK$20 million** impairment loss on goodwill arising from the acquisition of Tonnett Group, as its recoverable amount was lower than its carrying amount Changes in Goodwill (HK$'000) | Item | Amount (HK$'000) | | :--- | :--- | | As at April 1, 2023 | – | | Acquisition of Tonnett Group | 48,363 | | As at March 31, 2024 and April 1, 2024 | 48,363 | | Impairment loss | (20,000) | | **As at March 31, 2025** | **28,363** | - Management reviews goodwill annually; the recoverable amount of Tonnett Group is calculated based on value in use, using a five-year financial budget, a pre-tax discount rate of **21.5%**, revenue growth rates of **10% to 15%** during the five-year forecast period, and a **3%** growth rate thereafter[36](index=36&type=chunk) - Due to the impairment review, as of March 31, 2025, the recoverable amount of Tonnett Group was lower than its carrying amount, resulting in the recognition of an impairment loss of **HK$20 million**[36](index=36&type=chunk) [15. Convertible Bonds](index=16&type=section&id=15.%20Convertible%20Bonds) As of March 31, 2025, the carrying amount of convertible bonds increased to **HK$75.282 million**. During the year, as Tonnett Group failed to achieve target profit, management opted for cash compensation, leading to the fair value of the profit guarantee no longer offsetting the convertible bonds, and recognizing a **HK$10.882 million** gain from fair value changes in the profit guarantee Changes in Convertible Bonds (HK$'000) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Beginning of year | 39,712 | – | | Issued during the year, net of fair value of profit guarantee | – | 42,709 | | Transfer of profit guarantee | 31,088 | – | | Fair value change of convertible bonds | 4,482 | (2,997) | | **End of year** | **75,282** | **39,712** | - According to the sale and purchase agreement for the acquisition of Tonnett Group, the Company issued non-interest-bearing unlisted convertible bonds with a principal amount of **HK$31.5 million** to the vendor[38](index=38&type=chunk) - In FY2025, Tonnett Group failed to achieve the target profit, and management opted to pay compensation in cash (Mode 1), resulting in the fair value of the profit guarantee no longer offsetting the convertible bonds, and recognizing a gain of **HK$10.882 million** from fair value changes in the profit guarantee[40](index=40&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's FY2025 financial performance, operating conditions of each business segment, future outlook, liquidity, capital structure, and other significant matters. The Group's loss significantly narrowed, primarily due to revenue growth in jewelry and skincare businesses, while actively expanding new business models and markets [Financial Overview](index=17&type=section&id=Financial%20Overview) The Group's loss for FY2025 significantly decreased by **99.0%** to **HK$0.1 million**, with profit attributable to owners of the Company at **HK$0.3 million** (FY2024: loss of **HK$7.4 million**), and basic loss per share narrowed by **95.7%** to **0.05 HK Cents**. This was primarily due to increased revenue and gross profit (especially from the jewelry business), increased reversal of expected credit loss allowance, and increased net other income, partially offset by goodwill impairment loss and increased administrative expenses - Consolidated profit attributable to shareholders of the Company was **HK$0.3 million** (FY2024: loss of **HK$7.4 million**)[41](index=41&type=chunk) - The Group's loss for FY2025 was **HK$0.1 million** (FY2024: loss of **HK$8.5 million**), representing a **99.0%** reduction in loss[41](index=41&type=chunk) - Basic loss per share was **0.05 HK Cents** (FY2024: loss of **1.15 HK Cents** per share), a **95.7%** reduction compared to FY2024[41](index=41&type=chunk) - Significant reduction in loss primarily due to increased revenue and gross profit (mainly from the jewelry business segment), increased net reversal of expected credit loss allowance for trade and other receivables, and increased net other income, offset by impairment loss on goodwill and increased administrative expenses[41](index=41&type=chunk) [Business Review](index=17&type=section&id=Business%20Review) The Group's jewelry business segment saw significant revenue growth and is actively expanding into high-end and Asian markets. The skincare business segment's revenue substantially increased after the acquisition of Tonnett Group, but segment loss expanded due to flagship beauty club opening costs, sales strategy adjustments, and R&D delays. The strategic investment segment disposed of its co-working space investment to seek new revenue streams [Jewelry Business Segment](index=17&type=section&id=Jewelry%20Business%20Segment) As a major global pearl trader, the Group's jewelry business segment revenue increased to **HK$115.2 million** in FY2025, with a return on capital of **24.0%**. The Group is collaborating with local brands to develop the high-end jewelry market and plans to sell jade, pearls, and jewelry products to mainland China and other Asian countries, while strictly controlling costs and actively participating in exhibitions to maintain competitiveness - The Group is one of the world's largest pearl traders and purchasers, with customers globally[42](index=42&type=chunk) - Segment revenue from the jewelry business segment increased from **HK$50.3 million** in FY2024 to **HK$115.2 million** in FY2025[42](index=42&type=chunk) - Return on capital for jewelry products was **24.0%** in FY2025 (FY2024: **6.9%**)[42](index=42&type=chunk) - Group is collaborating with local brands to develop the high-end jewelry market and plans to sell jade, pearls, and jewelry products to mainland China and other Asian countries[42](index=42&type=chunk)[43](index=43&type=chunk) [Skincare Business Segment](index=18&type=section&id=Skincare%20Business%20Segment) Following the acquisition of Tonnett Group, the skincare business segment's total revenue contribution increased to **HK$20.4 million** in FY2025. However, segment loss rose due to operating costs for a self-operated flagship beauty club, reduced average selling prices from sales strategy adjustments, fluctuating raw material supply, intensified market competition, and R&D project delays. The Group has launched FO brand whitening products containing pearl ingredients to leverage product cross-synergies - Acquisition of Tonnett Julis Holdings Limited and its subsidiaries completed on February 9, 2024, with its skincare business segment contributing revenue and results to the Group[44](index=44&type=chunk)[45](index=45&type=chunk) - In FY2025, the skincare business segment's total revenue contribution was **HK$20.4 million** (FY2024: **HK$3.3 million**)[46](index=46&type=chunk) - The increase in segment loss was primarily due to: (a) increased operating expenses from establishing a flagship beauty club; (b) decreased average selling prices of skincare products due to distribution through large distributors; (c) decreased raw material sales due to fluctuating supply; (d) weakened distributor sales contribution due to intensified market competition; (e) reduced revenue due to delays in R&D projects; and (f) decreased consulting service revenue due to a shift from consulting services[47](index=47&type=chunk) - The Group has developed FO brand whitening products containing pearl ingredients and launched FO Pearl Whitening Cream and FO Pearl Whitening Essence in FY2025 to leverage synergies between pearl products and skincare products[48](index=48&type=chunk) [Strategic Investment Segment](index=19&type=section&id=Strategic%20Investment%20Segment) In FY2025, the Group disposed of a subsidiary holding co-working business investments for a consideration of **HK$1**, in response to the negative impact of economic recession on co-working space demand, and plans to seek suitable investment projects to expand revenue sources - In FY2024, the Group maintained its co-working space investment business through the strategic investment segment, but it was adversely affected by the economic recession[49](index=49&type=chunk) - In FY2025, on July 29, 2024, the Group disposed of a subsidiary holding co-working business investments for a consideration of **HK$1**[49](index=49&type=chunk) - The Group expects to continue its efforts to identify suitable investment projects to expand its revenue sources[49](index=49&type=chunk) [Litigation](index=20&type=section&id=Litigation) As of the reporting date, the Group was not involved in any other significant litigation or arbitration - As of the reporting date, the Group was not involved in any other significant litigation or arbitration[50](index=50&type=chunk) [Financial Guarantees](index=20&type=section&id=Financial%20Guarantees) As of March 31, 2025, the Group had no financial guarantees - As of March 31, 2025, the Group had no financial guarantees[51](index=51&type=chunk) [Outlook](index=20&type=section&id=Outlook) Despite the economic downturn, the Group's jewelry business revenue grew, and it will continue to expand jade products, seek partnerships, explore the high-end jewelry market, and optimize operations. For the skincare business, the Group is building a flagship beauty club to enhance customer experience and promote products, leveraging synergies between pearl products and skincare to horizontally expand into the women's consumer goods market, aiming for cross-selling opportunities - The Group's jewelry business segment revenue increased in FY2025, but the economic downturn is expected to persist for several years[52](index=52&type=chunk) - Group has introduced jade products, is seeking collaborations with other enterprises to expand customer base, and is partnering with local brands to explore the high-end jewelry market[52](index=52&type=chunk) - The Group will continue to improve the development of its jewelry business, actively participate in exhibitions and VIP events, and optimize operational efficiency and productivity[53](index=53&type=chunk) - Since September 2024, the Group has initiated the construction of a flagship beauty club, aiming to provide a vibrant display space, optimize customer relationship management and user experience, and serve as a platform for skincare product promotion, directly participating in the beauty and health services market[53](index=53&type=chunk) - The Group believes the skincare market has immense potential and will leverage pearl products as raw materials for skincare, conducting product collaborations to horizontally expand the range of women's consumer products, bringing potential partnership and cross-selling opportunities[54](index=54&type=chunk)[55](index=55&type=chunk) [Financial Review](index=21&type=section&id=Financial%20Review) The Group's revenue increased to **HK$135.6 million** in FY2025, and gross profit rose to **HK$42 million**, primarily contributed by the jewelry and skincare businesses. Selling and administrative expenses increased by **30.7%** to **HK$37.3 million**, mainly due to expenses from the newly acquired skincare business. Loss attributable to owners of the Company significantly decreased by **95.8%** to **HK$0.3 million**, primarily benefiting from revenue and gross profit growth, and increased reversal of expected credit loss allowance, but partially offset by goodwill impairment loss and increased administrative expenses. An impairment loss of **HK$20 million** on goodwill was recognized as Tonnett Group's recoverable amount was lower than its carrying amount [Revenue and Gross Profit](index=21&type=section&id=Revenue%20and%20Gross%20Profit) In FY2025, revenue increased to **HK$135.6 million** (2024: **HK$53.7 million**), with the jewelry business contributing **HK$115.2 million** and the skincare business **HK$20.4 million**. Gross profit increased to **HK$42 million** (2024: **HK$18.1 million**), but the gross profit margin decreased compared to 2024, mainly due to increased reversal of inventory impairment losses when selling inventories - Revenue for FY2025 increased to **HK$135.6 million** (FY2024: **HK$53.7 million**)[57](index=57&type=chunk) - Jewelry business segment revenue was **HK$115.2 million** (2024: **HK$50.3 million**), and skincare business segment revenue was **HK$20.4 million** (2024: **HK$3.3 million**)[57](index=57&type=chunk) - Gross profit increased by **HK$23.9 million** to **HK$42 million** (FY2024: **HK$18.1 million**)[57](index=57&type=chunk) - Gross profit margin in FY2024 was higher than in FY2025, primarily due to increased reversal of impairment losses on inventories when selling such inventories[57](index=57&type=chunk) [Selling and Administrative Expenses](index=21&type=section&id=Selling%20and%20Administrative%20Expenses) In FY2025, selling and administrative expenses increased by **HK$8.8 million** or **30.7%** to **HK$37.3 million**, primarily due to expenses incurred by the newly acquired skincare business within the year - Selling and administrative expenses increased by **HK$8.8 million** or **30.7%** to **HK$37.3 million** in FY2025 (FY2024: **HK$28.6 million**)[58](index=58&type=chunk) - The increase was primarily due to expenses incurred by the newly acquired skincare business within the year[58](index=58&type=chunk) [Loss Attributable to Owners of the Company](index=21&type=section&id=Loss%20Attributable%20to%20Owners%20of%20the%20Company) Loss attributable to owners of the Company significantly decreased by **HK$7.1 million** or **95.8%** to **HK$0.3 million** in FY2025, with total comprehensive loss of **HK$1.4 million**. This was primarily due to increased revenue and gross profit (mainly from the jewelry business), increased net reversal of expected credit loss allowance for financial assets, and increased net other income, partially offset by goodwill impairment loss, increased administrative expenses, and increased exchange differences on translation of foreign operations. An impairment loss of **HK$20 million** on goodwill was recognized as Tonnett Group's recoverable amount was lower than its carrying amount - Loss attributable to owners of the Company significantly decreased by **HK$7.1 million** or **95.8%** to **HK$0.3 million** in FY2025 (FY2024: loss of **HK$7.4 million**)[59](index=59&type=chunk) - The Group's total comprehensive loss for FY2025 was **HK$1.4 million** (FY2024: total comprehensive loss of **HK$10.6 million**)[59](index=59&type=chunk) - Primarily due to increased revenue and gross profit (mainly from the jewelry business), increased net reversal of expected credit loss allowance for financial assets, and increased net other income, offset by impairment loss on goodwill, increased administrative expenses, and increased exchange differences on translation of foreign operations[59](index=59&type=chunk) - In FY2025, an impairment loss of **HK$20 million** on goodwill arising from the acquisition of Tonnett Group was recognized[59](index=59&type=chunk) [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the Group's total equity grew by **38.2%** to **HK$155.9 million**, cash and cash equivalents increased to **HK$47.8 million**, net current assets rose to **HK$177.3 million**, and the current ratio improved to **4.6 times**. The Group has sufficient financial resources to meet future needs, despite increases in bank borrowings and effective annual interest rates - As of March 31, 2025, the Group's total equity was **HK$155.9 million** (2024: **HK$112.8 million**), an increase of **38.2%** from the previous year[60](index=60&type=chunk) - As of March 31, 2025, the Group had cash and cash equivalents of **HK$47.8 million** (March 31, 2024: **HK$37.9 million**)[60](index=60&type=chunk) - The Group's net current assets were **HK$177.3 million** (March 31, 2024: **HK$80.3 million**)[60](index=60&type=chunk) - The current ratio (total current assets divided by total current liabilities) was **4.6 times** (March 31, 2024: **3.0 times**)[60](index=60&type=chunk) - As of March 31, 2025, the Group's outstanding bank borrowings were **HK$8.6 million** (March 31, 2024: **HK$5.4 million**), with effective annual interest rates ranging from **4.88% to 6.53%** (March 31, 2024: **3.95% to 4.35%**)[61](index=61&type=chunk) [Capital Structure](index=22&type=section&id=Capital%20Structure) As of March 31, 2025, the Company's total issued shares increased to 772,391,072, and issued share capital rose to **HK$15.447821 million**. During the year, the Group issued 93,139,006 new shares through two subscriptions, raising net proceeds of approximately **HK$44.5 million**, all used for the Group's general working capital - As of March 31, 2025, the Company's total issued shares were **772,391,072** (March 31, 2024: **679,252,266** shares), and issued share capital was **HK$15.447821 million** (March 31, 2024: **HK$13.585045 million**)[62](index=62&type=chunk) - On September 30, 2024, **27,779,373 new shares** were issued, raising net proceeds of **HK$13.23 million**[62](index=62&type=chunk) - On March 28, 2025, **65,359,433 new shares** were issued, raising net proceeds of **HK$31.27 million**[62](index=62&type=chunk) [Capital Commitments](index=23&type=section&id=Capital%20Commitments) As of the reporting period end, the Group had no other significant commitments apart from capital commitments for certain property, plant, and equipment of approximately **HK$6.281 million**, which increased from the previous year - As of the reporting period end, the Group had no other significant outstanding commitments apart from capital commitments for certain property, plant and equipment of approximately **HK$6.281 million** (March 31, 2024: **HK$2.898 million**)[64](index=64&type=chunk) [Cumulative Profit Guarantee under Acquisition](index=23&type=section&id=Cumulative%20Profit%20Guarantee%20under%20Acquisition) As Tonnett Group failed to meet the target profit in the sale and purchase agreement, its cumulative net profit was only **HK$65,067**, resulting in the vendor being required to pay the Group **HK$41.97 million** in compensation. The Board has opted for cash payment to settle the entire compensation and believes the compensation mechanism protects the interests of the Company and its shareholders - Tonnett Group's cumulative net profit for the two years ended December 31, 2023 and 2024 was **HK$65,067**, failing to meet the target profit in the sale and purchase agreement[65](index=65&type=chunk) - The vendor and guarantor are required to pay the Group compensation of **HK$41.97 million**[65](index=65&type=chunk) - The Board has opted for Mode 1 (i.e., cash payment) to settle the entire compensation[65](index=65&type=chunk) - The Board believes the compensation mechanism has considered the possibility of the target group failing to achieve expected future performance and protects the overall interests of the Company and its shareholders[66](index=66&type=chunk) [Change of Company Name](index=24&type=section&id=Change%20of%20Company%20Name) The Company's name was changed from 'Affluent Partners Holdings Limited' to 'Baijin Life Science Holdings Limited' on November 27, 2024, and '佰金生命科學控股有限公司' was adopted as the new Chinese name, registered in Hong Kong - The Company's name was changed from 'Affluent Partners Holdings Limited' to 'Baijin Life Science Holdings Limited' on November 27, 2024, and '佰金生命科學控股有限公司' was adopted as the new Chinese name[68](index=68&type=chunk) - The Registrar of Companies in Hong Kong issued a Certificate of Registration of Alteration of Name of Registered Non-Hong Kong Company on January 2, 2025, confirming the new name's registration in Hong Kong[68](index=68&type=chunk) [Strategic Cooperation Framework Agreement](index=24&type=section&id=Strategic%20Cooperation%20Framework%20Agreement) The Group signed a strategic cooperation framework agreement with Hangzhou Changwei Hospital Co., Ltd. to jointly establish an intelligent medical service model and enhance medical service levels. This collaboration will focus on developing specialized intelligent medical information systems, service platforms, and management systems for cell empowerment. This agreement represents the Group's commitment to business diversification and expanding revenue sources, with customized intelligent medical service model software development commencing after the reporting period - The Group signed a strategic cooperation framework agreement with Hangzhou Changwei Hospital Co., Ltd. to jointly establish an intelligent medical service model equipped with professional knowledge and treatments[69](index=69&type=chunk) - The development of the intelligent medical service model primarily involves establishing (a) a specialized intelligent medical information system for cell empowerment; (b) a specialized intelligent medical service platform for cell empowerment treatment and management; and (c) a dedicated intelligent medical management system for cell empowerment[69](index=69&type=chunk) - The Board believes that entering into the cooperation framework agreement represents the Group's commitment to diversifying its business and expanding its revenue sources[70](index=70&type=chunk) - Subsequent to the reporting period, the Group and Hangzhou Changwei commenced the development and design of customized intelligent medical service model software[70](index=70&type=chunk) [Issue of New Shares under General Mandate](index=25&type=section&id=Issue%20of%20New%20Shares%20under%20General%20Mandate) In FY2025, the Group issued a total of 93,138,806 new shares through two subscriptions, both at an issue price of **HK$0.48 per share**, raising net proceeds of approximately **HK$44.5 million**, all used for the Group's general working capital - On September 30, 2024, **27,779,373 subscription shares** were issued at a subscription price of **HK$0.48 per share**, raising net proceeds of approximately **HK$13.2 million**, which have been used for the Group's general working capital in FY2025[71](index=71&type=chunk) - On March 28, 2025, **65,359,433 subscription shares** were issued at a subscription price of **HK$0.48 per share**, raising net proceeds of approximately **HK$31.3 million**, which have been used for the Group's general working capital[72](index=72&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries](index=25&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries) In FY2025, the Group had no significant acquisitions or disposals of subsidiaries - In FY2025, the Group had no significant acquisitions or disposals of subsidiaries[73](index=73&type=chunk) [Exchange Rate Fluctuation Risk](index=25&type=section&id=Exchange%20Rate%20Fluctuation%20Risk) The Group primarily operates in Hong Kong and China, facing exchange rate fluctuation risks for currencies like USD and RMB. Due to the HKD's peg to the USD, USD risk is not significant. The Group manages foreign exchange risk by closely monitoring exchange rate movements and may use hedging instruments like forward foreign exchange contracts - The Group primarily operates in Hong Kong and China, exposed to exchange rate fluctuations of various currencies such as USD and RMB[74](index=74&type=chunk) - As the Hong Kong Dollar remains pegged to the US Dollar, the Group is not exposed to any significant US Dollar foreign exchange risk[75](index=75&type=chunk) - The Group manages its foreign exchange risk by closely monitoring exchange rate movements and may use hedging derivative instruments such as forward foreign exchange contracts when appropriate[75](index=75&type=chunk) [Human Resources](index=26&type=section&id=Human%20Resources) As of March 31, 2025, the Group employed a total of **75 employees** (2024: **89 employees**), with total staff costs of approximately **HK$18.2 million** (2024: **HK$15.1 million**). Remuneration is determined based on performance, experience, market conditions, and individual performance - As of March 31, 2025, the Group employed a total of **75 employees** (March 31, 2024: **89 employees**)[76](index=76&type=chunk) - Total staff costs for 2025 (including directors' emoluments and mandatory provident fund contributions) were approximately **HK$18.2 million** (2024: **HK$15.1 million**)[76](index=76&type=chunk) - Employee remuneration is determined based on their performance and experience, with the compensation package referenced against market conditions and individual performance[76](index=76&type=chunk) [Other Information](index=26&type=section&id=Other%20Information) This section covers the company's disclosures regarding securities dealings, independence of independent non-executive directors, audit committee functions, dealings in listed securities, compliance with corporate governance code, and auditor's scope of work, emphasizing the company's commitment to high standards of corporate governance and noting the deviation where CEO responsibilities are collectively undertaken by executive directors [Directors' Securities Transactions](index=26&type=section&id=Directors'%20Securities%20Transactions) The Company has adopted the Model Code set out in Appendix C3 of the Listing Rules as the code of conduct for directors' dealings in the Company's securities. Upon enquiry, all directors confirmed compliance with the Model Code during FY2025 - The Company has adopted the Model Code set out in Appendix C3 of the Listing Rules as the code of conduct for directors' dealings in the Company's securities[77](index=77&type=chunk) - All directors confirmed that they have complied with the required standards set out in the Model Code for the year ended March 31, 2025[77](index=77&type=chunk) [Independence of Independent Non-Executive Directors](index=26&type=section&id=Independence%20of%20Independent%20Non-Executive%20Directors) The Company complies with Listing Rules requirements, having three independent non-executive directors. The Board has reviewed and confirmed the independence of all independent non-executive directors and found no matters impairing their independence - The Company has complied with the requirements of Rules 3.10(1), 3.10(2) and 3.10A of the Listing Rules, having three independent non-executive directors[78](index=78&type=chunk) - The Board has reviewed the independence of all independent non-executive directors and considers them to be independent as defined in the Listing Rules[78](index=78&type=chunk) [Audit Committee](index=27&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's accounting principles, internal controls, risk management, and financial reporting matters with management, including the audited consolidated financial statements for the year ended March 31, 2025 - The Audit Committee, comprising three independent non-executive directors of the Company, has reviewed the accounting principles and practices adopted by the Group with management and discussed internal controls, risk management, and financial reporting matters[79](index=79&type=chunk) - The Audit Committee has reviewed the Group's audited consolidated financial statements for the year ended March 31, 2025[79](index=79&type=chunk) [Purchase, Redemption or Sale of Listed Securities](index=27&type=section&id=Purchase,%20Redemption%20or%20Sale%20of%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year ended March 31, 2025 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year ended March 31, 2025[80](index=80&type=chunk) [Corporate Governance Code](index=27&type=section&id=Corporate%20Governance%20Code) The Group has adopted the Corporate Governance Code set out in Appendix C1 of the Listing Rules and has complied with all code provisions and applicable recommended best practices during FY2025. The only deviation is the absence of a Chief Executive Officer, with responsibilities collectively undertaken by all executive directors, an arrangement the Board considers effective and efficient - The Group has adopted corporate governance policies with reference to the Corporate Governance Code set out in Appendix C1 of the Listing Rules[81](index=81&type=chunk) - The Directors believe that the Company has complied with all code provisions and, where applicable, the recommended best practices of the Corporate Governance Code for the year ended March 31, 2025[81](index=81&type=chunk) - Deviation: Currently, no senior officer holds the title of Chief Executive Officer, and these responsibilities have been/will continue to be collectively undertaken by all executive directors (i.e., Mr. Zhang Shimin, Mr. Dong Peng, and Dr. Su Yaoyao)[81](index=81&type=chunk) [Scope of Work of BDO Limited](index=28&type=section&id=Scope%20of%20Work%20of%20BDO%20Limited) The Group's auditor, BDO Limited, has agreed the figures in the preliminary announcement for the consolidated statement of financial position, statement of profit or loss, statement of comprehensive income, and statement of changes in equity, and their related notes for the year ended March 31, 2025, with the amounts in the audited consolidated financial statements. This work does not constitute an assurance engagement, and therefore no opinion or assurance conclusion has been issued on the preliminary announcement - The Group's auditor, BDO Limited, has agreed the relevant figures in the preliminary announcement for the consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of profit or loss and other comprehensive income, and consolidated statement of changes in equity, and their related notes for the year ended March 31, 2025, with the amounts contained in the Group's audited consolidated financial statements for that year[82](index=82&type=chunk) - This work does not constitute an assurance engagement, and therefore BDO Limited has not issued any opinion or assurance conclusion on the preliminary announcement[82](index=82&type=chunk) [Resumption of Trading](index=28&type=section&id=Resumption%20of%20Trading) This section provides information regarding the temporary suspension and subsequent application for resumption of trading of the Company's shares on the Stock Exchange - At the Company's request, trading in shares was suspended from 9:00 a.m. on July 2, 2025, pending the release of this announcement[83](index=83&type=chunk) - The Company has applied to the Stock Exchange for the resumption of trading in shares on the Stock Exchange from 9:00 a.m. on July 28, 2025[83](index=83&type=chunk)