香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損 失承擔任何責任。 PROSPER ONE INTERNATIONAL HOLDINGS COMPANY LIMITED 富 一 國 際 控 股 有 限 公 司 （ 於開曼群島註冊成立之有限公司） （股份代號：1470） 股東週年大會通告 茲通告富一國際控股有限公司（「本公司」）謹訂於二零二五年十月十七日（ 星期五 ）上午十時 正 假 座 中 國 山 東 省 泰 安 市 東 平 縣 濱 河 新區 財 智 大 廈 6 樓 舉 行 股 東 週 年 大 會（「 二 零 二 五 年 股 東週年大會」）或其續會，藉以處理下列事項： 普通決議案 – 1 – 1. 考慮及 省覽本 公司及 其附屬公 司截至 二零二 五年四 月三十 日止年度 經審核 綜合財 務報 表、本公司董事會報告及獨立核數師報告； 2. (a) 重選劉國慶先生為本公司執行董事（「執行董事」）； 5. 考慮及酌情通過（ 不論有否修訂）下列決議案為普通決議案： (b) 重 ...

此 乃 要 件 請 即 處 理 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不就因本通函全部或任何部分內容而產生或因 倚賴該等內容而引致之任何損失承擔任何責任。 閣下如對本通函的任何方面或應採取的行動有任何疑問，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。 閣下如已售出或轉讓名下之所有富一國際控股有限公司股份，應立即將本通函及隨附之代表 委任表格交予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。 PROSPER ONE INTERNATIONAL HOLDINGS COMPANY LIMITED 重選退任董事； 及 富 一 國 際 控 股 有 限 公 司 （ 於開曼群島註冊成立之有限公司） （股份代號：1470） 建議 發行股份及購回股份之一般授權； 股東週年大會通告 本封面頁底部及本通函內封面頁所用詞彙與本通函「釋義」一節內所界定者分別具相同涵義。 本公司謹訂於二零二五年十月十七日（ 星期五 ）上午十時正假座中國山東省泰安市東平縣濱河 新 區 財 智 大 廈 ...

Glossary [Glossary](index=4&type=section&id=GLOSSARY) This section provides definitions of key terms and abbreviations used in the report, aiming to ensure consistent understanding of the report's content Corporate Information [Board of Directors](index=8&type=section&id=BOARD%20OF%20DIRECTORS) This section lists the composition of the company's Board of Directors, including the names of executive and independent non-executive directors and their roles in board committees - Executive Directors include Mr. Liu Guoqing (Chairman and Chief Executive Officer), Mr. Liu Jiaqiang, Mr. Li Dongpo (Chief Financial Officer), and Ms. Huang Huizhu (appointed on November 29, 2024)[16](index=16&type=chunk)[17](index=17&type=chunk) - Independent Non-executive Directors include Mr. Tian Zhiyuan, Mr. Wang Luping, and Mr. Gao Jizhong[16](index=16&type=chunk)[17](index=17&type=chunk) [Board Committees](index=8&type=section&id=BOARD%20COMMITTEES) This section details the membership and chairpersons of the company's Audit Committee, Remuneration Committee, and Nomination Committee under the Board of Directors - The Audit Committee is chaired by Mr. Tian Zhiyuan, with members including Mr. Wang Luping and Mr. Gao Jizhong[16](index=16&type=chunk)[17](index=17&type=chunk) - The Remuneration Committee is chaired by Mr. Tian Zhiyuan, with members including Mr. Liu Guoqing and Mr. Wang Luping[16](index=16&type=chunk)[17](index=17&type=chunk) - The Nomination Committee is chaired by Mr. Gao Jizhong (appointed on June 25, 2025), with members including Mr. Tian Zhiyuan and Ms. Huang Huizhu (appointed on June 25, 2025). Mr. Liu Guoqing resigned as former chairman on June 25, 2025[17](index=17&type=chunk)[18](index=18&type=chunk) [Company Secretary](index=8&type=section&id=COMPANY%20SECRETARY) This section discloses the appointment and resignation of the company secretary - Mr. Guo Zhaowen was appointed as company secretary on May 26, 2025, and Ms. Dong Yingyi resigned on the same day[18](index=18&type=chunk) [Authorised Representatives](index=9&type=section&id=AUTHORISED%20REPRESENTATIVES) This section lists the company's authorized representatives - Authorized representatives are Mr. Liu Guoqing and Mr. Guo Zhaowen (appointed on May 26, 2025). Ms. Dong Yingyi resigned on May 26, 2025[19](index=19&type=chunk) [Independent Auditor](index=9&type=section&id=INDEPENDENT%20AUDITOR) This section identifies the company's independent auditor - The company's independent auditor is Fan Chan & Co. Limited[19](index=19&type=chunk) [Principal Bankers](index=9&type=section&id=PRINCIPAL%20BANKERS) This section lists the company's principal bankers - Principal bankers include Bank of China (Hong Kong) Limited, DBS Bank (Hong Kong) Limited, Hang Seng Bank Limited, and The Hongkong and Shanghai Banking Corporation Limited[19](index=19&type=chunk) [Headquarters and Principal Place of Business in Hong Kong](index=9&type=section&id=HEADQUARTERS%20AND%20PRINCIPAL%20PLACE%20OF%20BUSINESS%20IN%20HONG%20KONG) This section provides information on the company's headquarters and principal place of business in Hong Kong - The company's headquarters and principal place of business in Hong Kong are located at Room 4801, 48th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong[20](index=20&type=chunk) [Registered Office](index=9&type=section&id=REGISTERED%20OFFICE) This section provides information on the company's registered office - The company's registered office is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands[20](index=20&type=chunk) [Principal Share Registrar and Transfer Office in the Cayman Islands](index=10&type=section&id=PRINCIPAL%20SHARE%20REGISTRAR%20AND%20TRANSFER%20OFFICE%20IN%20THE%20CAYMAN%20ISLANDS) This section lists the company's principal share registrar and transfer office in the Cayman Islands - The principal share registrar and transfer office in the Cayman Islands is Conyers Trust Company (Cayman) Limited[21](index=21&type=chunk) [Hong Kong Branch Share Registrar and Transfer Office](index=10&type=section&id=HONG%20KONG%20BRANCH%20SHARE%20REGISTRAR%20AND%20TRANSFER%20OFFICE) This section lists the company's branch share registrar and transfer office in Hong Kong - The Hong Kong branch share registrar and transfer office is Boardroom Share Registrars (HK) Limited, located at Room 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong[22](index=22&type=chunk) [Company's Website](index=10&type=section&id=COMPANY%27S%20WEBSITE) This section provides the company's official website address - The company's website is www.prosperoneintl.com[22](index=22&type=chunk) [Listing Information](index=10&type=section&id=LISTING%20INFORMATION) This section provides the company's listing-related information - The company is listed on the Main Board of the Stock Exchange, with stock code **1470** and board lot size of **4,000 shares**[22](index=22&type=chunk) Chairman's Statement [Business Review](index=11&type=section&id=BUSINESS%20REVIEW) The Chairman's report reviews the challenging operating environment of the year, noting stagnation and significant decline in wholesale and export businesses, but growth driven by successful expansion into compound fertilizer manufacturing and sales, alongside cost control measures - The operating environment this year was challenging, with stagnant wholesale sales, a significant reduction in export trade volume, and a downward trend in fertilizer prices[24](index=24&type=chunk)[27](index=27&type=chunk) - Compound fertilizer trade volume decreased by approximately **45.4%** year-on-year to **26,760 tonnes**, and urea export volume significantly decreased by approximately **94.3%** year-on-year to **5,003 tonnes**[25](index=25&type=chunk)[28](index=28&type=chunk) - Since October 2023, the Group successfully expanded into compound fertilizer manufacturing and sales, producing **27,486 tonnes** and selling **26,339 tonnes** during the year, driving revenue growth[24](index=24&type=chunk)[30](index=30&type=chunk)[33](index=33&type=chunk) - The Group implemented a series of measures to control operating costs, including reducing staff costs[24](index=24&type=chunk)[27](index=27&type=chunk) [Financial Results](index=12&type=section&id=FINANCIAL%20RESULTS) This section outlines the company's financial performance for the year, showing significant growth in both total revenue and profit attributable to owners of the company Key Financial Performance Comparison | Indicator | Current Year (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 77.2 | 71.9 | +5.3 | +7.4% | | Profit attributable to owners of the company | 5.4 | 1.3 | +4.1 | +315.4% | [Prospects](index=13&type=section&id=PROSPECTS) The company anticipates continued growth in domestic fertilizer demand, with prices fluctuating due to raw materials and environmental policies, and plans to strengthen production management, develop eco-friendly fertilizers, and optimize sales channels - Domestic fertilizer demand is expected to continue growing, with prices fluctuating based on raw material costs and seasonal factors[36](index=36&type=chunk)[38](index=38&type=chunk) - Strict implementation of environmental policies may increase fertilizer production costs and prices[36](index=36&type=chunk)[38](index=38&type=chunk) - Export policies are not expected to ease in the short term, impacting export business performance[36](index=36&type=chunk)[38](index=38&type=chunk) - The Group will continue to strengthen production management, develop more environmentally friendly and energy-efficient production models, provide high-quality and efficient fertilizer products, and optimize product sales channels[36](index=36&type=chunk)[38](index=38&type=chunk) [Appreciation](index=13&type=section&id=APPRECIATION) The Chairman, on behalf of the Board, extends sincere gratitude to board members, management, staff, shareholders, suppliers, customers, and other business partners for their hard work, dedication, trust, and support during a challenging year - The Chairman thanks the Board members, management, and staff for their tireless work and dedication during a challenging year[37](index=37&type=chunk)[39](index=39&type=chunk) - The Chairman expresses gratitude to shareholders, suppliers, customers, and other business partners for their continued trust and support[37](index=37&type=chunk)[39](index=39&type=chunk) Management Discussion and Analysis [Financial Review](index=14&type=section&id=FINANCIAL%20REVIEW) This section analyzes the company's financial performance for the year, including changes in revenue, cost of sales, gross profit, and operating expenses, highlighting how growth in the compound fertilizer business offset declines in other segments and improved overall profitability through effective cost control Revenue Composition and Change | Business Segment | Current Year (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trading Business | 18.0 | 39.1 | -21.1 | -54.0% | | Watch Wholesale Business | 1.2 | 1.8 | -0.6 | -33.3% | | Compound Fertilizer Manufacturing and Sales | 58.1 | 31.0 | +27.1 | +87.4% | | **Total Revenue** | **77.2** | **71.9** | **+5.3** | **+7.4%** | Cost of Sales and Gross Profit Change | Indicator | Current Year (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Cost of Sales | 54.9 | 30.4 | +24.5 | +80.6% | | Compound Fertilizer Cost of Sales | 54.6 | 28.8 | +25.8 | +89.6% | | Total Gross Profit | 22.4 | 41.5 | -19.1 | -46.0% | - Selling and distribution costs decreased by approximately **HK$11.7 million (55.5%)**, primarily due to a significant reduction in freight costs resulting from a sharp decrease in export trade volume[47](index=47&type=chunk)[51](index=51&type=chunk) - Administrative expenses decreased by approximately **HK$9.9 million (55.0%)**, mainly due to reduced financial advisory fees, directors' emoluments, and administrative staff salaries and allowances[48](index=48&type=chunk)[52](index=52&type=chunk) - Finance costs decreased by approximately **HK$162,000**, attributed to lower finance costs for lease liabilities[49](index=49&type=chunk)[53](index=53&type=chunk) Profit Before Tax and Profit Attributable to Owners of the Company Change | Indicator | Current Year (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Profit Before Tax | 6.9 | 4.5 | +2.4 | +53.3% | | Profit attributable to owners of the company | 5.4 | 1.3 | +4.1 | +315.4% | [Financial Position](index=16&type=section&id=FINANCIAL%20POSITION) This section outlines the company's financial position, including funding sources, cash and cash equivalents, current ratio, and gearing ratio, indicating a healthy net cash position - Primary funding sources are cash inflows from operating activities and loans from the ultimate holding company[55](index=55&type=chunk)[60](index=60&type=chunk) - As at April 30, 2025, total cash and cash equivalents were approximately **HK$127.1 million** (2024: approximately **HK$65.8 million**)[56](index=56&type=chunk)[60](index=60&type=chunk) - The current ratio remained at approximately **1.1 times** in both 2025 and 2024[56](index=56&type=chunk)[60](index=60&type=chunk) - The gearing ratio is not applicable as the Group maintains a net cash position[56](index=56&type=chunk)[60](index=60&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=16&type=section&id=MATERIAL%20ACQUISITIONS%20AND%20DISPOSALS%20OF%20SUBSIDIARIES%2C%20ASSOCIATES%20AND%20JOINT%20VENTURES) This section confirms that the company did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures during the year - During the year, the company had no material acquisitions or disposals of subsidiaries, associates, or joint ventures[57](index=57&type=chunk)[61](index=61&type=chunk) [Employees and Remuneration Policies](index=16&type=section&id=EMPLOYEES%20AND%20REMUNERATION%20POLICIES) This section provides information on the company's employee count and remuneration costs, outlining its compensation policies, including share option schemes, to attract and retain talent - As at April 30, 2025, the Group had **57 employees** (2024: **62 employees**)[58](index=58&type=chunk)[62](index=62&type=chunk) - Total staff costs for the year were approximately **HK$9.7 million** (2024: approximately **HK$18.7 million**)[58](index=58&type=chunk)[62](index=62&type=chunk) - The company reviews employee performance annually and determines remuneration based on market norms, individual qualifications, experience, and performance[58](index=58&type=chunk)[62](index=62&type=chunk) - The company has adopted a share option scheme, but as of the annual report date, no outstanding share options have been granted under the scheme[59](index=59&type=chunk)[62](index=62&type=chunk) [Debts and Charge on Assets](index=17&type=section&id=DEBTS%20AND%20CHARGE%20ON%20ASSETS) This section confirms that the company had no bank borrowings, foreign exchange contracts, interest or currency swaps, or bank financing at the end of the reporting period - As at April 30, 2025 and 2024, the Group had no bank borrowings[63](index=63&type=chunk)[70](index=70&type=chunk) - As at April 30, 2025 and 2024, the Group had no foreign exchange contracts, interest or currency swaps, or other financial derivative instruments[64](index=64&type=chunk)[70](index=70&type=chunk) - As at April 30, 2025 and 2024, the Group had no bank financing for overdrafts and loans[65](index=65&type=chunk)[70](index=70&type=chunk) [Foreign Currency](index=17&type=section&id=FOREIGN%20CURRENCY) This section states that the company currently has no significant foreign exchange risk and has not implemented a hedging policy, but management will consider hedging when necessary - The Group has no significant foreign exchange risk and currently has no foreign exchange hedging policy in place[66](index=66&type=chunk)[71](index=71&type=chunk) - Management will consider hedging significant foreign exchange risks when necessary[66](index=66&type=chunk)[71](index=71&type=chunk) [Future Plans for Material Investments and Capital Assets](index=17&type=section&id=FUTURE%20PLANS%20FOR%20MATERIAL%20INVESTMENTS%20AND%20CAPITAL%20ASSETS) This section confirms that the company had no significant investment and capital asset plans at the end of the reporting period - As at April 30, 2025, the Group had no plans for any material investments and capital assets (2024: nil)[67](index=67&type=chunk)[72](index=72&type=chunk) [Significant Investment Held](index=17&type=section&id=SIGNIFICANT%20INVESTMENT%20HELD) This section confirms that the company held no significant equity investments other than subsidiaries at the end of the reporting period - As at April 30, 2025, the company held no significant equity investments in any company (other than its subsidiaries) (2024: nil)[68](index=68&type=chunk)[73](index=73&type=chunk) [Capital Commitments](index=17&type=section&id=CAPITAL%20COMMITMENTS) This section discloses the company's capital commitments at the end of the reporting period - As at April 30, 2025, the Group had no material capital commitments (2024: **HK$541,000**)[69](index=69&type=chunk)[74](index=74&type=chunk) [Contingent Liabilities](index=18&type=section&id=CONTINGENT%20LIABILITIES) This section confirms that the company had no significant contingent liabilities at the end of the reporting period - As at April 30, 2025, the Group had no material contingent liabilities (2024: nil)[75](index=75&type=chunk)[77](index=77&type=chunk) [Final Dividend](index=18&type=section&id=FINAL%20DIVIDEND) This section states that the Board of Directors does not recommend the payment of a final dividend for the current year - The Board has resolved not to recommend the payment of any final dividend for the current year (2024: nil)[76](index=76&type=chunk)[78](index=78&type=chunk) Biographical Details of Directors [Executive Directors](index=19&type=section&id=EXECUTIVE%20DIRECTORS) This section provides detailed personal backgrounds, educational experiences, professional qualifications, and current roles and responsibilities of the company's executive directors within the company and Ruixing Group - Mr. Liu Guoqing (aged **54**) has served as Executive Director, Chief Executive Officer, and Chairman since April 10, 2024, with over **ten years** of financial management experience[79](index=79&type=chunk)[83](index=83&type=chunk) - Mr. Liu Jiaqiang (aged **52**) has served as Executive Director since September 7, 2017, with over **25 years** of work experience, including **15 years** in management positions[81](index=81&type=chunk)[84](index=84&type=chunk) - Mr. Li Dongpo (aged **52**) has served as Executive Director since December 10, 2021, and was appointed Chief Financial Officer on April 10, 2024, with over **25 years** of experience in agricultural fertilizer and biochemical product sales and manufacturing[82](index=82&type=chunk)[85](index=85&type=chunk) - Ms. Huang Huizhu (aged **38**) was appointed Executive Director on November 29, 2024, with experience in marketing and financial services[87](index=87&type=chunk)[91](index=91&type=chunk) [Independent Non-executive Directors](index=20&type=section&id=INDEPENDENT%20NON-EXECUTIVE%20DIRECTORS) This section provides detailed personal backgrounds, educational experiences, professional qualifications, and current roles and responsibilities of the company's independent non-executive directors within the company and related fields - Mr. Tian Zhiyuan (aged **54**) has served as an Independent Non-executive Director since September 20, 2017, also chairing the Remuneration Committee and Audit Committee, with over **25 years** of accounting and auditing experience[88](index=88&type=chunk)[92](index=92&type=chunk) - Mr. Wang Luping (aged **56**) has served as an Independent Non-executive Director since December 27, 2018, with over **30 years** of legal professional experience[93](index=93&type=chunk)[95](index=95&type=chunk) - Mr. Gao Jizhong (aged **52**) was re-appointed as an Independent Non-executive Director on February 15, 2024, and chairs the Nomination Committee, holding a Chinese lawyer qualification[94](index=94&type=chunk)[96](index=96&type=chunk) Corporate Governance Report [Corporate Governance Practices](index=22&type=section&id=CORPORATE%20GOVERNANCE%20PRACTICES) The company is committed to safeguarding shareholder value through sound corporate governance practices, having adopted and complied with the principles of the Corporate Governance Code, with a few exceptions - The company has adopted and complied with all applicable provisions of the Corporate Governance Code, except for Code Provisions C.5.1 (Board meeting frequency), C.2.1 (Separation of Chairman and Chief Executive roles), and F.2.2 (Independent Auditor attendance at AGM)[100](index=100&type=chunk)[103](index=103&type=chunk) [Securities Transactions by Directors](index=22&type=section&id=SECURITIES%20TRANSACTIONS%20BY%20DIRECTORS) The company has adopted the Model Code as the code of conduct for directors' securities transactions, and all directors confirmed compliance with it during the year - The company has adopted the Model Code as the code of conduct for directors' securities transactions[101](index=101&type=chunk)[104](index=104&type=chunk) - All directors confirmed compliance with the Model Code throughout the year[101](index=101&type=chunk)[104](index=104&type=chunk) [Board of Directors](index=23&type=section&id=BOARD%20OF%20DIRECTORS) This section elaborates on the Board's responsibilities, composition, independence, director induction and continuous professional development, meeting frequency and attendance, reasons for combining Chairman and CEO roles, and implementation of the board diversity policy - The Board is primarily responsible for overseeing the management and overall performance of the Group's business affairs, and for formulating business plans and strategies, and determining significant financial and operational matters[105](index=105&type=chunk)[108](index=108&type=chunk) - As at April 30, 2025, the Board comprised **7 directors**, with independent non-executive directors constituting more than one-third of the Board members, meeting Listing Rules requirements[110](index=110&type=chunk)[113](index=113&type=chunk) - All independent non-executive directors have provided written confirmation of their independence, and the company considers them all to be independent[114](index=114&type=chunk)[117](index=117&type=chunk) - During the year, **2 regular Board meetings** and **1 other Board meeting** were held; while not held quarterly, sufficient measures were taken to ensure effective communication among directors[127](index=127&type=chunk) - Mr. Liu Guoqing serves as both Chairman and Chief Executive Officer, which the Board believes is in the Group's best interest, but the company will seek suitable candidates to comply with Code requirements[129](index=129&type=chunk)[133](index=133&type=chunk) - The company has adopted a Board Diversity Policy, considering factors such as gender, age, cultural and educational background, and professional experience, and reviews its effectiveness annually[130](index=130&type=chunk)[131](index=131&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) - As at April 30, 2025, the gender ratio of the Group's employees (including senior management) was **86% male** and **14% female**[136](index=136&type=chunk)[138](index=138&type=chunk) [Responsibilities](index=23&type=section&id=Responsibilities) The Board is responsible for overseeing the Group's business management and overall performance, formulating business plans and strategies, and ensuring financial and human resources support to achieve company objectives - The Board is primarily responsible for supervising and overseeing the management of the Group's business affairs and overall performance[105](index=105&type=chunk)[108](index=108&type=chunk) - Board functions include formulating business plans and strategies, deciding on significant financial and operational matters, and developing, monitoring, and reviewing corporate governance practices[105](index=105&type=chunk)[108](index=108&type=chunk) [Composition](index=23&type=section&id=Composition) The Board strives to maintain a balanced composition of executive and independent non-executive directors to ensure a high degree of independence. As at April 30, 2025, the Board comprised seven directors, with the number of independent non-executive directors meeting Listing Rules requirements - As at April 30, 2025, the Board comprised **seven directors**, with the total number of independent non-executive directors accounting for more than one-third of the Board members[110](index=110&type=chunk) - Independent non-executive directors bring profound operational and financial expertise, experience, and independent judgment to the Board[112](index=112&type=chunk)[117](index=117&type=chunk) - The company has received written confirmations of independence from each independent non-executive director and considers all independent non-executive directors to be independent[114](index=114&type=chunk)[117](index=117&type=chunk) [Directors' Induction and Continuing Professional Development](index=25&type=section&id=DIRECTORS%27%20INDUTION%20AND%20CONTINUING%20PROFESSIONAL%20DEVELOPMENT) The company provides comprehensive induction for new directors and encourages all directors to participate in continuous professional development to ensure they possess the latest knowledge and skills required to fulfill their duties - The company provides formal, comprehensive, and tailored induction for new directors to ensure they understand the company's operations and directors' responsibilities[118](index=118&type=chunk)[121](index=121&type=chunk) - All directors should participate in continuous professional development to develop and update their knowledge and skills, ensuring their contributions to the Board remain informed and relevant[120](index=120&type=chunk)[122](index=122&type=chunk) - Directors' continuous professional development includes attending training courses, reading materials related to economics, business, corporate governance, and newspapers and periodicals[123](index=123&type=chunk)[126](index=126&type=chunk) [Meetings of the Board and the Shareholders and Directors' Attendance Records](index=26&type=section&id=MEETINGS%20OF%20THE%20BOARD%20AND%20THE%20SHAREHOLDERS%20AND%20DIRECTORS%27%20ATTENDANCE%20RECORDS) During the year, the company held two regular Board meetings and one other Board meeting, and passed several resolutions by written resolution. Despite not holding quarterly meetings, measures were taken to ensure effective communication among directors. The report also provides attendance records for Board meetings and the Annual General Meeting - During the year, **two regular Board meetings** and **one other Board meeting** were held, and several resolutions were passed by circulating written resolutions[127](index=127&type=chunk) - Given the relatively simple nature of the Group's business, Board meetings were not held quarterly during the year, but adequate measures were taken to ensure effective communication among directors[127](index=127&type=chunk) Board Meeting and 2024 Annual General Meeting Attendance Records | Director Name | Board Meetings (Attended/Eligible to Attend) | 2024 Annual General Meeting (Attended/Eligible to Attend) | | :--- | :--- | :--- | | Mr. Liu Guoqing | 2/3 | 0/1 | | Mr. Liu Jiaqiang | 3/3 | 1/1 | | Mr. Li Dongpo | 3/3 | 0/1 | | Ms. Huang Huizhu | 1/1 | N/A | | Mr. Tian Zhiyuan | 3/3 | 1/1 | | Mr. Wang Luping | 3/3 | 1/1 | | Mr. Gao Jizhong | 3/3 | 1/1 | [Chairman and Chief Executive](index=28&type=section&id=CHAIRMAN%20AND%20CHIEF%20EXECUTIVE) The roles of Chairman and Chief Executive Officer are combined in Mr. Liu Guoqing, which the Board believes is in the Group's interest, but the company will continue to seek suitable candidates to comply with Corporate Governance Code requirements - Mr. Liu Guoqing serves as both Chairman and Chief Executive Officer, which the Board believes is conducive to the Group's effective management and business development[129](index=129&type=chunk)[133](index=133&type=chunk) - The company will identify suitable candidates and make necessary arrangements to comply with Code Provision C.2.1 when required[129](index=129&type=chunk)[133](index=133&type=chunk) [Diversity](index=28&type=section&id=DIVERSITY) The company has adopted a Board Diversity Policy and is committed to maintaining diversity at both Board and employee levels, although measurable gender diversity targets have not yet been set - The company has adopted a Board Diversity Policy to ensure the Board has a balanced mix of skills, experience, and diverse perspectives[130](index=130&type=chunk)[134](index=134&type=chunk) - Board nominations, appointments, and re-appointments will be merit-based, considering diversity factors such as gender, age, cultural and educational background, and professional experience[130](index=130&type=chunk)[134](index=134&type=chunk) - As at April 30, 2025, the gender ratio of the Group's employees (including senior management) was **86% male** and **14% female**[136](index=136&type=chunk)[138](index=138&type=chunk) - To enhance efficiency, measurable targets for gender diversity at the workforce level have not yet been set, but the Group is committed to providing equal opportunities for recruitment and promotion[136](index=136&type=chunk)[138](index=138&type=chunk) [Independent Views of the Board](index=29&type=section&id=INDEPENDENT%20VIEWS%20OF%20THE%20BOARD) The company has established mechanisms to ensure the Board receives independent opinions and advice, safeguarding the independence and objectivity of Board decisions through the professional experience of independent non-executive directors and committee reviews - The Board comprises **three independent non-executive directors** who provide independent professional advice, ensuring the independence of Board decisions[137](index=137&type=chunk)[139](index=139&type=chunk) - The Nomination Committee annually reviews the Board's composition and the independence, qualifications, and time commitment of independent non-executive directors[139](index=139&type=chunk) - All Board members have the opportunity to propose matters for discussion on the meeting agenda and seek independent professional advice when necessary[147](index=147&type=chunk) [Board Committees](index=30&type=section&id=BOARD%20COMMITTEES) The Board has established an Audit Committee, Remuneration Committee, and Nomination Committee to oversee specific company matters. Each committee has adequate resources to fulfill its duties and can seek independent professional advice - The Board has established an Audit Committee, Remuneration Committee, and Nomination Committee to specifically oversee designated matters of the company[142](index=142&type=chunk)[145](index=145&type=chunk) - All Board committees are provided with sufficient resources to discharge their duties and may seek independent professional advice where appropriate[142](index=142&type=chunk)[145](index=145&type=chunk) [Audit Committee](index=30&type=section&id=Audit%20Committee) The Audit Committee oversees the company's financial reporting system, risk management, and internal controls, and advises on the appointment and remuneration of external auditors. During the year, the committee reviewed and approved the audited consolidated financial statements and unaudited interim results - The Audit Committee comprises all **three independent non-executive directors**, with Mr. Tian Zhiyuan serving as Chairman[143](index=143&type=chunk)[146](index=146&type=chunk) - Key functions include advising on the appointment, re-appointment, and removal of external auditors, and overseeing the company's financial reporting system, risk management, and internal control systems[148](index=148&type=chunk)[154](index=154&type=chunk) - During the year, **two Audit Committee meetings** were held, reviewing and approving the audited consolidated financial statements for 2024 and the unaudited consolidated interim results for the six months ended October 31, 2024[149](index=149&type=chunk)[150](index=150&type=chunk) - The company complies with Listing Rule 3.21, ensuring at least one independent non-executive director on the Audit Committee possesses appropriate professional qualifications or expertise in accounting or financial management[151](index=151&type=chunk)[153](index=153&type=chunk) [Remuneration Committee](index=33&type=section&id=Remuneration%20Committee) The Remuneration Committee advises the Board on remuneration policies and structures for directors and senior management, and reviews and approves management's performance-based compensation. During the year, the committee reviewed remuneration matters for directors and senior management and the share option scheme - The Remuneration Committee comprises **two independent non-executive directors** (Mr. Tian Zhiyuan, Mr. Wang Luping) and **one executive director** (Mr. Liu Guoqing), with Mr. Tian Zhiyuan serving as Chairman[155](index=155&type=chunk)[156](index=156&type=chunk) - Key functions include advising on remuneration policies and structures for all directors and senior management, and reviewing and approving management's performance-based compensation[157](index=157&type=chunk)[163](index=163&type=chunk) - During the year, **two Remuneration Committee meetings** were held, reviewing and recommending to the Board for consideration and approval certain remuneration-related matters for directors and senior management, and reviewing the company's share option scheme[158](index=158&type=chunk)[159](index=159&type=chunk) [Nomination Committee](index=34&type=section&id=Nomination%20Committee) The Nomination Committee reviews the Board's structure, size, and composition, identifies qualified director candidates, and assesses the independence of independent non-executive directors. During the year, the committee reviewed the Board's composition, assessed the independence of independent non-executive directors, and recommended directors for re-election - The Nomination Committee comprises **two independent non-executive directors** (Mr. Gao Jizhong, Mr. Tian Zhiyuan) and **one executive director** (Ms. Huang Huizhu), with Mr. Gao Jizhong serving as Chairman[161](index=161&type=chunk)[162](index=162&type=chunk) - Key functions include reviewing the Board's structure, size, and composition at least annually, identifying qualified Board members, assessing the independence of independent non-executive directors, and advising on the appointment or re-appointment of directors[165](index=165&type=chunk)[166](index=166&type=chunk) - During the year, **two Nomination Committee meetings** were held, reviewing the Board's structure, assessing the independence of independent non-executive directors, and recommending the Board to consider re-appointing retiring directors[164](index=164&type=chunk)[165](index=165&type=chunk) [Nomination Policy](index=36&type=section&id=NOMINATION%20POLICY) The Nomination Policy outlines the procedures for selecting, appointing, and re-appointing directors (including independent non-executive directors), emphasizing consideration of candidates' diversity, time commitment, qualifications, experience, independence, and integrity - The Nomination Committee in selecting and appointing directors, considers the Board's current composition and size, and develops a list of required skills, perspectives, and experience[170](index=170&type=chunk)[171](index=171&type=chunk) - Selection criteria include gender, age, cultural and educational background, professional experience, skills, knowledge, length of service, time commitment, qualifications, independence (for independent non-executive directors), and reputation for integrity[171](index=171&type=chunk)[172](index=172&type=chunk) - The Nomination Committee will evaluate and recommend retiring directors for re-appointment by the Board, considering their overall contribution and service to the company and their continued ability to meet standards[177](index=177&type=chunk)[179](index=179&type=chunk) [Corporate Governance Functions](index=38&type=section&id=CORPORATE%20GOVERNANCE%20FUNCTIONS) The Audit Committee is responsible for corporate governance functions, including formulating and reviewing corporate governance policies, overseeing director and senior management training, reviewing compliance policies, and monitoring the implementation of codes of conduct - The Audit Committee is responsible for formulating and reviewing the company's corporate governance policies and practices, and making recommendations to the Board[178](index=178&type=chunk)[180](index=180&type=chunk) - Functions also include reviewing and monitoring the training and continuous professional development of directors and senior management, as well as the company's policies and practices for compliance with legal and regulatory requirements[178](index=178&type=chunk)[180](index=180&type=chunk) [Anti-Corruption Policy](index=38&type=section&id=ANTI-CORRUPTION%20POLICY) The company has established an anti-corruption policy to outline expectations and requirements for preventing, detecting, reporting, and investigating any suspected fraud, corruption, and other similar misconduct, requiring all employees to adhere to the code of conduct - The Group has formulated an anti-corruption policy in compliance with Code Provision D.2.7, aiming to outline expectations and requirements for preventing, detecting, reporting, and investigating any suspected fraud, corruption, and other similar misconduct[174](index=174&type=chunk)[176](index=176&type=chunk) - The Group adopts a zero-tolerance approach to corruption or other unethical behavior and requires all employees to comply with the code of conduct in the Employee Handbook[181](index=181&type=chunk)[187](index=187&type=chunk) - The anti-corruption policy is regularly reviewed and updated to comply with applicable laws, regulations, and industry best practices[182](index=182&type=chunk)[187](index=187&type=chunk) [Whistleblowing Policy](index=39&type=section&id=WHISTLEBLOWING%20POLICY) The company has established a whistleblowing policy to provide a confidential mechanism for all stakeholders to report any suspected misconduct, upholding the highest standards of openness, integrity, and accountability - The Group has established a whistleblowing policy as an important component of its effective risk management and internal control system[183](index=183&type=chunk)[188](index=188&type=chunk) - The whistleblowing policy provides a confidential mechanism for all stakeholders (including employees, shareholders, customers, and suppliers) to report any suspected misconduct[184](index=184&type=chunk)[188](index=188&type=chunk) - Complaints are handled by designated staff, investigation results are reported to the Audit Committee, and appropriate actions are ensured[184](index=184&type=chunk)[188](index=188&type=chunk) [Appointment and Re-election of Directors](index=39&type=section&id=APPOINTMENT%20AND%20RE-ELECTION%20OF%20DIRECTORS) This section outlines the procedures for director appointment and re-election, including service agreement terms, rotation requirements, and confirmation of independent non-executive directors' independence - Executive directors' service agreements are for a term of **one year**, and independent non-executive directors' appointment letters are also for a term of **one year**[189](index=189&type=chunk)[304](index=304&type=chunk)[306](index=306&type=chunk) - All directors (including independent non-executive directors) are subject to retirement by rotation in accordance with the Articles of Association and are eligible for re-election, at least once every **three years**[191](index=191&type=chunk)[295](index=295&type=chunk) - Mr. Liu Guoqing and Mr. Li Dongpo will retire by rotation at the 2025 Annual General Meeting and are eligible for re-election[296](index=296&type=chunk)[301](index=301&type=chunk) - The company has received annual written confirmations of independence from each independent non-executive director and considers all independent non-executive directors to be independent[297](index=297&type=chunk)[301](index=301&type=chunk) [Independent Auditor's Responsibility and Remuneration](index=40&type=section&id=INDEPENDENT%20AUDITOR%27S%20RESPONSIBILITY%20AND%20REMUNERATION) This section explains the independent auditor's reporting responsibilities and opinion, and discloses the remuneration paid to the independent auditor for the current year - The independent auditor's reporting responsibilities and opinion are set out in the 'Independent Auditor's Report' section of the annual report[196](index=196&type=chunk) Independent Auditor's Remuneration | Service | Fees Paid/Payable (HK$'000) | | :--- | :--- | | Audit Services | 850 | | **Total** | **850** | [Directors' Responsibility in Respect of the Financial Statements](index=41&type=section&id=DIRECTORS%27%20RESPONSIBILITY%20IN%20RESPECT%20OF%20THE%20FINANCIAL%20STATEMENTS) This section confirms the directors' responsibility for preparing the financial statements and states that no events or circumstances were found that could cast significant doubt on the company's ability to continue as a going concern - Directors acknowledge their responsibility for preparing the financial statements[198](index=198&type=chunk)[203](index=203&type=chunk) - Directors have not identified any material uncertainties or events that could cast significant doubt on the company's ability to continue as a going concern[198](index=198&type=chunk)[204](index=204&type=chunk) [Risk Management and Internal Controls](index=41&type=section&id=RISK%20MANAGEMENT%20AND%20INTERNAL%20CONTROLS) The Audit Committee reviews the adequacy of the Group's internal financial, operational, and compliance controls, as well as risk management policies and systems. The Board has reviewed and assessed the risk management and internal control systems, deeming them adequate and effective - The Audit Committee reviews the adequacy of the Group's internal financial controls, operational and compliance controls, and risk management policies and systems[199](index=199&type=chunk)[205](index=205&type=chunk) - Risk management and internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable, not absolute, assurance[200](index=200&type=chunk)[205](index=205&type=chunk) - The Board has reviewed and assessed the effectiveness of the company's risk management and internal control systems and considers the existing systems to be adequate and effective[201](index=201&type=chunk)[205](index=205&type=chunk) - The company has an internal audit function to analyze and independently evaluate the adequacy and effectiveness of systems, and procedures are in place to ensure information confidentiality and manage potential conflicts of interest[202](index=202&type=chunk)[206](index=206&type=chunk) [Disclosure of Inside Information](index=42&type=section&id=DISCLOSURE%20OF%20INSIDE%20INFORMATION) The company is aware of its responsibilities regarding inside information disclosure and has implemented relevant procedures and internal controls to ensure timely, fair, accurate, true, and complete public disclosure of information - The Group is aware of its obligations under the Securities and Futures Ordinance and the Listing Rules, with the primary principle being that inside information should be announced immediately[210](index=210&type=chunk) - The Group handles affairs with full consideration of the disclosure requirements of the Listing Rules and the 'Guidelines on Disclosure of Inside Information' issued by the Securities and Futures Commission of Hong Kong[211](index=211&type=chunk)[213](index=213&type=chunk) - The Group has strictly prohibited unauthorized use of confidential or inside information and has established procedures for responding to external inquiries, authorizing only executive directors, the company secretary, and the financial controller to communicate externally[221](index=221&type=chunk) [Company Secretary](index=43&type=section&id=COMPANY%20SECRETARY) The company secretary is responsible for ensuring smooth information flow among Board members and compliance with all applicable laws and regulations. This section also discloses changes in the company secretary and continuous professional development - The company secretary supports the Board, ensuring information flow and compliance with applicable laws and regulations[214](index=214&type=chunk)[219](index=219&type=chunk) - Ms. Dong Yingyi resigned as company secretary on May 26, 2025, and Mr. Guo Zhaowen was appointed on the same day[215](index=215&type=chunk)[216](index=216&type=chunk)[219](index=219&type=chunk) - Ms. Dong Yingyi participated in over **15 hours** of relevant continuous professional development training during the year[216](index=216&type=chunk)[219](index=219&type=chunk) [Investor Relations](index=43&type=section&id=INVESTOR%20RELATIONS) The company is committed to enhancing investor relations through high transparency and timely disclosure of company information, updating shareholders and the investing public on business developments and financial performance through various communication tools - The company believes that maintaining high transparency is key to strengthening investor relations and is committed to open and timely disclosure of company information[217](index=217&type=chunk)[220](index=220&type=chunk) - The company updates shareholders on the latest business developments and financial performance through announcements, circulars, annual and interim reports, and the company website[218](index=218&type=chunk)[220](index=220&type=chunk) [Significant Changes in Constitutional Document](index=44&type=section&id=SIGNIFICANT%20CHANGES%20IN%20CONSTITUTIONAL%20DOCUMENT) This section confirms that the company made no changes to its constitutional documents during the current year - During the year, the company made no changes to its constitutional documents[222](

Group 1 - The core viewpoint of the news highlights the performance of Fu Yi International Holdings, which has seen significant stock price increases and strong financial results [1][2] - As of August 21, the Hang Seng Index fell by 0.24%, closing at 25,104.61 points, while Fu Yi International Holdings' stock price rose by 8.7% to HKD 0.2 per share, with a trading volume of 1.512 million shares and a turnover of HKD 302,900 [1] - Over the past month, Fu Yi International Holdings has achieved a cumulative increase of 170.59%, and a year-to-date increase of 253.85%, outperforming the Hang Seng Index by 25.45% [1] Group 2 - Financial data shows that as of April 30, 2025, Fu Yi International Holdings reported total revenue of HKD 71.6739 million, a year-on-year increase of 7.47%, and a net profit attributable to shareholders of HKD 5.0268 million, a year-on-year increase of 322.79% [1] - The company's gross profit margin stands at 28.95%, with a debt-to-asset ratio of 90.22% [1] - Currently, there are no institutional investment ratings for Fu Yi International Holdings, and its price-to-earnings ratio is 27.18, ranking 30th in the industry, compared to the average TTM P/E ratio of 21.73 for the raw materials sector [2]

Summary of Key Points Core Viewpoint - A total of 142 stocks reached their 52-week highs as of August 12, with notable performers including Yingmei Holdings (02028), Elite Group (01775), and Fuying Global Group (01620) achieving high rates of 164.89%, 84.78%, and 40.63% respectively [1]. Stock Performance - **Top Performers**: - Yingmei Holdings (02028) closed at 0.223 with a peak of 0.249, marking a 164.89% increase [1]. - Elite Group (01775) closed at 0.350 with a peak of 0.425, reflecting an 84.78% increase [1]. - Fuying Global Group (01620) closed at 0.180, reaching its peak at 0.180, showing a 40.63% increase [1]. - **Other Notable Stocks**: - Aoya Group (02425) increased by 34.36% [1]. - Fuyiy International Holdings (01470) saw a rise of 28.30% [1]. - Huajian Medical (01931) experienced a 27.58% increase [1]. 52-Week High Rankings - The ranking of stocks that reached their 52-week highs includes: - Yingmei Holdings (02028) at 164.89% [1]. - Elite Group (01775) at 84.78% [1]. - Fuying Global Group (01620) at 40.63% [1]. 52-Week Low Rankings - The report also highlights stocks that reached their 52-week lows, with notable declines including: - Jiadeng International Group (08153) at -15.25% [4]. - Kun Group (00924) at -12.86% [4]. - Zhongjia Guoxin (00899) at -10.00% [4].

Group 1 - The stock price of Fu Yi International Holdings surged by 117.92% on August 11, reaching 0.231 HKD per share with a trading volume of 5.1784 million HKD [1] - Fu Yi International Holdings primarily engages in the sales of high-end bio-fertilizers, chemical fertilizer raw materials (including coal), various fertilizer-related products, and consumer goods such as clothing, footwear, watches, and mobile accessories [1] - The key management team includes Meng Guangyin (Chairman, CEO, and Executive Director), Liu Guoqing (CFO and Executive Director), Liu Jiaqiang (Executive Director), Li Dongpo (Executive Director), and independent non-executive directors Wang Luping, Li Zhenqiang, and Tian Zhiyuan [1] Group 2 - As of the 2024 annual report, Fu Yi International Holdings reported total revenue of 71.6739 million HKD and a net profit of 5.0268 million HKD [2]

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: 富一國際控股有限公司 呈交日期: 2025年8月5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) | 01470 | 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 | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月底法定/ ...

智通财经APP讯，富一国际控股(01470)公布截至2025年4月30日止年度的年度业绩，收益为7722.4万港 元，同比增长7.47%;净利541.6万港元，同比增长322.79%;每股盈利0.68港仙。 （原标题：富一国际控股(01470)公布年度业绩 净利541.6万港元 同比增长322.79%） ...

Core Viewpoint - 富一国际控股 (01470.HK) reported a revenue of HKD 77.224 million for the fiscal year ending April 30, 2025, representing a year-on-year increase of 7.5% [1] Financial Performance - The company's gross profit was HKD 22.357 million, which reflects a significant year-on-year decrease of 46.1% [1] - The profit attributable to the company's owners for the year was HKD 5.416 million, compared to HKD 1.281 million in the same period last year [1] - Basic and diluted earnings per share were HKD 0.68 cents [1]

[Performance Highlights](index=1&type=section&id=Annual%20Performance%20Summary) The company achieved a 7.4% revenue growth and a significant increase in annual profit to HK$5.4 million in FY2025, with no dividends proposed FY2025 Performance Highlights | Metric | Performance | | :--- | :--- | | Revenue Growth | Increased by approximately 7.4% YoY | | Annual Profit | Approximately HK$5.4 million (HK$1.3 million in prior year) | | Dividend | No dividend proposed | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements present the company's profit or loss, comprehensive income, and financial position, highlighting significant growth in net profit and cash reserves [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended April 30, 2025, the company reported revenue of HK$77.224 million, a 7.4% increase, with profit attributable to owners significantly rising to HK$5.416 million due to substantial reductions in selling, distribution, and administrative expenses Consolidated Statement of Profit or Loss (For the year ended April 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 77,224 | 71,854 | +7.4% | | Gross Profit | 22,357 | 41,460 | -46.1% | | Selling and Distribution Costs | (9,361) | (21,100) | -55.6% | | Administrative Expenses | (8,134) | (18,015) | -54.9% | | Profit Before Tax | 6,940 | 4,544 | +52.7% | | Profit for the Year Attributable to Owners of the Company | 5,416 | 1,281 | +322.8% | | Earnings Per Share (HK Cents) | 0.68 | 0.16 | +325.0% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of April 30, 2025, total assets increased to HK$209 million and total equity to HK$20.424 million, driven by a significant rise in cash and cash equivalents to HK$127 million, while trade and other payables also increased Consolidated Statement of Financial Position Summary (As of April 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 1,751 | 1,768 | | Cash and Cash Equivalents | 127,130 | 65,837 | | Inventories | 7,298 | 4,523 | | Trade and Other Receivables and Prepayments | 72,739 | 100,962 | | **Total Assets** | **208,918** | **173,090** | | **Equity and Liabilities** | | | | Total Equity | 20,424 | 15,371 | | Trade and Other Payables | 142,112 | 110,540 | | Amount Due to Ultimate Holding Company | 46,074 | 46,095 | | **Total Liabilities** | **188,494** | **157,719** | | **Total Equity and Liabilities** | **208,918** | **173,090** | [Notes to the Consolidated Financial Statements](index=4&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed notes on the company's operations, accounting policies, and specific financial statement line items [Company Information and Accounting Policies](index=4&type=section&id=Company%20Information%20and%20Accounting%20Policies) The company, an investment holding entity registered in the Cayman Islands, primarily engages in watch wholesale, compound fertilizer manufacturing and sales, and trading agency for fertilizer-related products, with no significant impact from newly applied HKFRS amendments this year - Company's principal activities include **watch wholesale in Hong Kong**, **compound fertilizer manufacturing and sales in Mainland China**, and **trading agency for fertilizer raw materials and products**[7](index=7&type=chunk) - Newly applied accounting standards concerning sale and leaseback, liability classification, and supplier finance arrangements had **no material impact on the financial statements** after assessment[9](index=9&type=chunk)[10](index=10&type=chunk)[12](index=12&type=chunk) [Revenue](index=6&type=section&id=3.%20Revenue) Total revenue for the year was HK$77.224 million, a 7.4% year-on-year increase, primarily driven by a significant rise in compound fertilizer sales, which offset a substantial decline in commission income Revenue Composition | Revenue Source | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Sales of Watches | 1,162 | 1,771 | -34.4% | | Sales of Compound Fertilizer | 58,099 | 30,960 | +87.7% | | Service Income | 9 | 10 | -10.0% | | Commission Income | 17,954 | 39,113 | -54.1% | | **Total Revenue** | **77,224** | **71,854** | **+7.4%** | [Segment Information](index=7&type=section&id=4.%20Segment%20Information) The Group's operations are categorized into wholesale, trading, and manufacturing segments, with the manufacturing segment (compound fertilizer) becoming the primary contributor to revenue and profit this year, while most revenue originated from Mainland China Performance by Business Segment (2025) | Segment | Revenue (HK$ Thousand) | Segment (Loss)/Profit (HK$ Thousand) | | :--- | :--- | :--- | | Wholesale (Watches) | 1,171 | (905) | | Trading (Fertilizer Agency) | 17,954 | 7,175 | | Manufacturing (Compound Fertilizer) | 58,099 | 2,342 | | **Total** | **77,224** | **8,612** | Performance by Business Segment (2024) | Segment | Revenue (HK$ Thousand) | Segment (Loss)/Profit (HK$ Thousand) | | :--- | :--- | :--- | | Wholesale (Watches) | 1,781 | (5,361) | | Trading (Fertilizer Agency) | 39,113 | 16,261 | | Manufacturing (Compound Fertilizer) | 30,960 | 1,471 | | **Total** | **71,854** | **12,371** | Revenue by Geographical Location of Customers | Region | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Mainland China | 76,053 | 70,073 | | Hong Kong | 1,171 | 1,781 | | **Total** | **77,224** | **71,854** | [Other Income and Losses Net](index=10&type=section&id=5.%20Other%20Income%20and%20Losses%20Net) Net other income and losses for the year amounted to HK$2.087 million, a slight decrease from HK$2.37 million last year, primarily due to a significant reduction in net exchange gains offset by new commission income from wine sales Other Income and Losses Net Details | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net Exchange Gain | 55 | 1,939 | | Interest Income | 99 | 281 | | Gain on Disposal of Property, Plant and Equipment | 285 | — | | Commission Income from Sales of Wine | 1,607 | — | | **Total** | **2,087** | **2,370** | [Finance Costs and Profit Before Tax](index=10&type=section&id=6.%20Finance%20Costs%20and%207.%20Profit%20Before%20Tax) Finance costs significantly decreased to HK$9 thousand this year, and profit before tax reached HK$6.94 million, largely attributable to a substantial reduction in total staff costs from HK$18.692 million to HK$9.697 million - Finance costs decreased from **HK$0.171 million to HK$0.009 million**, mainly due to reduced interest on lease liabilities[30](index=30&type=chunk) Profit Before Tax Deductions | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total Staff Costs | 9,697 | 18,692 | | Freight Costs | 2,079 | 13,646 | | Carrying Amount of Inventories Sold | 53,931 | 30,002 | [Income Tax Expense](index=11&type=section&id=8.%20Income%20Tax%20Expense) Income tax expense for the year was HK$1.524 million, a notable decrease from HK$3.263 million last year, primarily due to a reduction in current tax for China enterprise income tax Income Tax Expense Composition | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current Tax (China) | 1,512 | 3,440 | | Over-provision in Prior Years (China) | (203) | (166) | | Deferred Tax | 215 | (11) | | **Total** | **1,524** | **3,263** | [Dividends and Earnings Per Share](index=11&type=section&id=9.%20Dividends%20and%2010.%20Earnings%20Per%20Share) The company did not propose or pay any dividends for FY2025 or FY2024, while basic and diluted earnings per share significantly increased to 0.68 HK cents this year, driven by higher net profit - The Board did not recommend the payment of any dividend for the years ended April 30, 2025 and 2024[33](index=33&type=chunk) Earnings Per Share Calculation | Item | 2025 | 2024 | | :--- | :--- | :--- | | Profit Attributable to Owners (HK$ Thousand) | 5,416 | 1,281 | | Weighted Average Number of Ordinary Shares | 800,000,000 | 800,000,000 | | **Basic and Diluted Earnings Per Share (HK Cents)** | **0.68** | **0.16** | [Key Assets and Liabilities](index=12&type=section&id=Key%20Assets%20and%20Liabilities) This year, the Group's prepayments decreased from HK$100 million to HK$72.225 million, mainly for fertilizer raw material purchases, while trade payables significantly increased from HK$15.487 million to HK$70.257 million, and the amount due to the ultimate holding company remained at HK$46.074 million, being unsecured, interest-free, and repayable on demand [Trade and Other Receivables and Prepayments](index=12&type=section&id=11.%20Trade%20and%20Other%20Receivables%20and%20Prepayments) As of April 30, 2025, total trade and other receivables and prepayments amounted to HK$72.739 million, a decrease from HK$100.962 million in the prior year, with prepayments for fertilizer-related product purchases in China constituting the majority Receivables and Prepayments Details | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Receivables | 363 | 545 | | Prepayments | 72,225 | 100,215 | | **Total** | **72,739** | **100,962** | - Trade receivables overdue by more than 90 days amounted to **HK$0.146 million**, which management believes has **significantly reduced credit risk** and requires no provision[38](index=38&type=chunk) [Trade and Other Payables](index=13&type=section&id=12.%20Trade%20and%20Other%20Payables) As of April 30, 2025, total trade and other payables increased to HK$142 million from HK$111 million in the prior year, primarily due to a substantial rise in trade payables from HK$15.487 million to HK$70.257 million, while contract liabilities (customer advances) decreased Trade and Other Payables Details | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Payables | 70,257 | 15,487 | | Other Accruals and Payables | 33,895 | 36,357 | | Contract Liabilities | 37,960 | 58,696 | | **Total** | **142,112** | **110,540** | - The amount due to the ultimate holding company is approximately **HK$46.074 million**, which is **unsecured, interest-free, and repayable on demand**[43](index=43&type=chunk)[6](index=6&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business and financial performance, liquidity, human resources, and future outlook [Business Review](index=15&type=section&id=Business%20Review) Despite a challenging operating environment with stagnant watch wholesale and significantly reduced fertilizer trading due to price declines and export policy tightening, the Group achieved overall revenue and profit growth by leveraging its compound fertilizer manufacturing and sales business and implementing strict cost controls - Urea export volume significantly decreased by approximately **94.3% year-on-year** due to tightening export policies[45](index=45&type=chunk) - Compound fertilizer trading volume decreased by approximately **45.4% year-on-year**, but increased domestic urea trading volume partially offset the impact[45](index=45&type=chunk) - The compound fertilizer manufacturing business produced **27,486 tons** and sold **26,339 tons** for the year, becoming the primary driver of performance growth[46](index=46&type=chunk) [Financial Review](index=16&type=section&id=Financial%20Review) Total revenue increased by 7.4% to HK$77.2 million this year, primarily driven by an 87.4% growth in compound fertilizer manufacturing and sales revenue, which offset a 54.0% decline in trading business revenue, leading to increased profit before tax and profit attributable to owners despite a 46.0% decrease in gross profit due to significant reductions in operating expenses like freight and staff costs Key Financial Item Changes | Item | 2025 (HK$ Million) | 2024 (HK$ Million) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 77.2 | 71.9 | +7.4% | | Gross Profit | 22.4 | 41.5 | -46.0% | | Selling and Distribution Costs | 9.4 | 21.1 | -55.5% | | Administrative Expenses | 8.1 | 18.0 | -55.0% | | Profit Before Tax | 6.9 | 4.5 | +53.3% | | Profit Attributable to Owners | 5.4 | 1.3 | +315.4% | [Financial Position and Liquidity](index=17&type=section&id=Financial%20Position%20and%20Liquidity) The Group maintains a robust financial position, primarily funded by operating cash flow and loans from its ultimate holding company, with total cash and cash equivalents increasing to HK$127 million at the reporting period end, a current ratio of approximately 1.1 times, and a net cash position without capital gearing - As of April 30, 2025, total cash and cash equivalents were approximately **HK$127.1 million**, a significant increase from **HK$65.8 million** in the prior year[54](index=54&type=chunk) - The current ratio (current assets/current liabilities) remained at approximately **1.1 times** in both years[54](index=54&type=chunk) - The Group maintains a **net cash position**, thus the capital gearing ratio is not applicable[54](index=54&type=chunk) [Human Resources](index=17&type=section&id=Employees%20and%20Remuneration%20Policy) As of April 30, 2025, the Group's total number of employees decreased to 57 from 62, and total remuneration costs significantly declined to approximately HK$9.7 million from HK$18.7 million, reflecting the Group's cost control measures Employee and Remuneration Overview | Item | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees (Period End) | 57 | 62 | | Total Remuneration Costs (HK$ Million) | 9.7 | 18.7 | [Debts and Charges on Assets](index=18&type=section&id=Debts%20and%20Charges%20on%20Assets) At the reporting period end, the Group had no bank borrowings, asset charges, bank facilities, or financial derivative instruments, indicating a simple financial structure - As of April 30, 2025 and 2024, the Group had **no bank borrowings or any charges on assets**[58](index=58&type=chunk) [Significant Investments and Commitments](index=18&type=section&id=Significant%20Investments%20and%20Capital%20Commitments) At the reporting period end, the Group had no significant investments, major investment plans, significant capital commitments, or significant contingent liabilities - As of April 30, 2025, the Group had **no significant investments, major capital asset plans, significant capital commitments, or significant contingent liabilities**[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Outlook](index=18&type=section&id=Outlook) Looking ahead, domestic fertilizer demand is expected to grow, though prices will fluctuate due to various factors, and environmental policies may increase production costs, while export policies are unlikely to ease in the short term, continuing to impact export business; the Group will focus on strengthening production management, developing environmentally friendly and efficient fertilizer products, and optimizing sales channels to enhance competitiveness - Domestic fertilizer demand is expected to grow, but **export policies are unlikely to ease in the short term**, which will continue to affect export business[64](index=64&type=chunk) - The Group's future strategic focus is on **strengthening production management**, developing **environmentally friendly and high-efficiency fertilizer products**, and **optimizing sales channels**[65](index=65&type=chunk) [Corporate Governance and Other Information](index=18&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section details the company's corporate governance practices, compliance statements, and other relevant shareholder information [Annual General Meeting and Dividends](index=19&type=section&id=Annual%20General%20Meeting%20and%20Dividends) The Board has resolved not to recommend any final dividend for the year, and the company's upcoming Annual General Meeting is expected to be held on October 17, 2025 - The Board does not recommend the payment of any final dividend for the year ended April 30, 2025[63](index=63&type=chunk) - The Annual General Meeting is expected to be held on **October 17, 2025**[66](index=66&type=chunk) [Compliance Statement](index=19&type=section&id=Compliance%20Statement) During the year, the company and its directors complied with the Model Code for Securities Transactions by Directors of Listed Issuers, did not purchase, sell, or redeem any listed securities, and maintained sufficient public float - All Directors confirmed compliance with the **Model Code for Securities Transactions by Directors of Listed Issuers** throughout the year[69](index=69&type=chunk) - The company did not repurchase any securities during the year and maintained a **sufficient public float** as required by the Listing Rules[70](index=70&type=chunk)[72](index=72&type=chunk) [Corporate Governance Practices](index=20&type=section&id=Corporate%20Governance%20Practices) The company has adopted and largely complied with the Corporate Governance Code, with three deviations: the Board did not meet quarterly, the Chairman and Chief Executive Officer roles are combined, and the Chairman was unable to attend the 2024 AGM - Deviation from Code Provision C.5.1: The Board held **two regular meetings** during the year, not quarterly, due to the Group's relatively simple operations[74](index=74&type=chunk) - Deviation from Code Provision C.2.1: Mr. Liu Guoqing holds both Chairman and Chief Executive Officer roles, which the Board believes enhances management efficiency[75](index=75&type=chunk) - Deviation from Code Provision F.2.2: The Chairman was **unable to attend the 2024 Annual General Meeting** due to business commitments[76](index=76&type=chunk) [Audit Committee Review](index=21&type=section&id=Audit%20Committee%20Review%20of%20Annual%20Results) The Audit Committee has reviewed the Group's annual results and audited consolidated financial statements, deeming them prepared in compliance with applicable accounting standards and Listing Rules with adequate disclosures, and the independent auditor, Fan Chan & Co. CPA Limited, confirmed consistency with the audited statements - The Audit Committee has reviewed the **audited consolidated financial statements and annual results** for the year[77](index=77&type=chunk) - Independent auditor Fan Chan & Co. CPA Limited confirmed that the financial data in this announcement is **consistent with the amounts in the audited consolidated financial statements**[78](index=78&type=chunk)