(於開曼群島註冊成立的有限公司) (股份代號: 1580) 董事名單及其角色和職能 大森控股集團有限公司董事(「董事」)會(「董事會」) 成員載列如下：- 執行董事 Da Sen Holdings Group Limited 大森控股集團有限公司 審核委員會 郭耀堂先生 (主席) 孫湧濤先生 提名委員會 孫湧濤先生 (主席) 郭耀堂先生 薪酬委員會 黃子斌先生 張啊阳先生 (已被暫停職責) 非執行董事 梁家華博士 獨立非執行董事 孫湧濤先生 (主席) 郭耀堂先生 董事會已成立四個委員會,而各委員會的成員載列如下：- 孫湧濤先生 (主席) 郭耀堂先生 風險管理委員會 黃子斌先生 (主席) 郭耀堂先生 孫湧濤先生 二零二五年八月二十一日 ...

Group 1 - Da Sen Holdings (01580) announced that Ms. Lau Yu Yi will resign as an independent non-executive director effective from August 19, 2025, to dedicate more time to other matters [1] - Following her resignation, Mr. Sun Yong Tao has been appointed as the chairman of the remuneration committee [1]

Group 1 - The company Da Sen Holdings (01580) announced that Ms. Lau Yu Yi will resign as an independent non-executive director effective from August 19, 2025, to focus on other commitments [1] - Following her resignation, Mr. Sun Yong Tao has been appointed as the chairman of the remuneration committee [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不發 表任何聲明，並明確表示概不就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之任何損失承擔 任何責任。 Da Sen Holdings Group Limited 大森控股集團有限公司 ( 於開曼群島註冊成立的有限公司 ) (股份代號: 1580) 獨立非執行董事之辭任 大森控股集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事（「董事」） 會（「董事會」）謹此宣佈，自二零二五年八月十九日起，勞玉儀女士（「勞女士」）希望 投入更多時間於其他事務，故勞女士已辭任獨立非執行董事。於勞女士辭任獨立非執行董事 後，勞女士自二零二五年八月十九日起不再擔任本公司薪酬委員會（「薪酬委員會」）的主 席，本公司審核委員會（「審核委員會」）的成員和本公司提名委員會的成員。 勞女士已確認，彼與董事會之間並無意見分歧，亦無有關彼辭任之事宜須提請香港聯合交易 所有限公司（「聯交所」）及本公司股東垂注。 董事會謹借此機會就勞女士於任內對本集團作出之寶貴貢獻致以衷心謝意。 此外，董事會宣佈獨立非執行董事孫湧濤先生獲委任為薪酬委 ...

金融界消息 截至2025年8月5日收盘，爱迪特（301580）报收于48.88元，上涨0.14%，换手率5.04%，成 交量3.63万手，成交金额1.76亿元。 资金流向方面，今日主力资金净流出3375.07万元，占比成交额19.23%。其中，超大单净流出1228.82万 元、占成交额7.0%，大单净流出2146.25万元、占成交额12.23%，中单净流出流入1482.05万元、占成交 额8.44%，小单净流入1893.02万元、占成交额10.79%。 爱迪特最新一期业绩显示，截至2025一季报，公司营业总收入2.05亿元、同比增长18.07%，归属净利润 3127.14万元，同比增长34.21%，扣非净利润2709.49万元，同比增长20.56%，流动比率11.437、速动比 率10.485、资产负债率9.80%。 来源：金融界 天眼查商业履历信息显示，爱迪特(秦皇岛)科技股份有限公司，成立于2007年，位于秦皇岛市，是一家 以从事专用设备制造业为主的企业。企业注册资本10656.45378万人民币，实缴资本5708.8145万人民 币。公司法定代表人为李洪文。 通过天眼查大数据分析，爱迪特(秦皇岛)科技股 ...

FF301 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 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: 大森控股集團有限公司 | 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) | 01580 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 1,500,000,000 | HKD | | 0.02 HKD | | | 30,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | | 本月底結存 | | | 1,500,000,000 | HKD | | 0.02 HKD | | | 30,000,000 | 本月底法 ...

格隆汇7月31日丨爱迪特(301580.SZ)在互动平台表示，目前公司在钇稳定氧化锆粉体的供应端已建立多 元、可控的保障体系，与核心供应商签署了年度锁价锁量协议，关键原料库存始终保持在安全水位以 上；替代方案已完成小批量验证，可在短期内无缝切换，作为应急备份；公司具体执行团队已熟悉两用 物项出口流程，通关周期稳定。短期内不存在供应不稳的风险，可确保对公司订单交付。 ...

Group 1 - The company, Aidi Te (301580.SZ), announced that it will hold the 21st meeting of the 3rd Board of Directors on July 30, 2025, to review the proposal regarding the use of part of the idle raised funds and self-owned funds for cash management [1]

[Table of Contents](index=2&type=section&id=Table%20of%20Contents) This annual report's table of contents outlines key sections including definitions, company information, chairman's report, management discussion and analysis, and consolidated financial statements [Definitions](index=2&type=section&id=Definitions) This section defines key terms and abbreviations used in the annual report, covering company entities, geographical areas, and regulatory bodies for clear understanding - The 'Company' refers to Da Sen Holdings Group Limited, with its subsidiaries collectively known as the 'Group'[5](index=5&type=chunk) - 'China' or 'Mainland China' refers to the People's Republic of China[5](index=5&type=chunk) - The 'Stock Exchange' refers to The Stock Exchange of Hong Kong Limited[6](index=6&type=chunk) [Company Information](index=5&type=section&id=Company%20Information) This section provides the company's basic registration details, board composition, company secretary, external auditor, registered office, and stock code - The Board of Directors comprises two executive directors, one non-executive director, and three independent non-executive directors[8](index=8&type=chunk) - The Company Secretary is Mr. Lau Chung Wai (appointed on June 1, 2025)[8](index=8&type=chunk) - The external auditor is Tianjian International Certified Public Accountants Limited[9](index=9&type=chunk) [Chairman's Report](index=7&type=section&id=Chairman's%20Report) The Chairman's Report highlights a challenging FY2025 with thin plywood margins, prompting cost control and scale reduction, while overall revenue and gross profit increased due to high-margin referral services - FY2025 was challenging, impacted by global macroeconomic factors[11](index=11&type=chunk) - Plywood product business had thin margins, leading the Group to plan scale reduction and cost control[11](index=11&type=chunk) - Group revenue and gross profit increased in FY2025, primarily from high-margin plywood-related referral and service income[11](index=11&type=chunk) [Directors and Senior Management](index=7&type=section&id=Directors%20and%20Senior%20Management) This section details the biographies, responsibilities, and appointment changes of the company's Board of Directors and senior management, including executive, non-executive, and independent non-executive directors - Mr. Sun Yongtao serves as Chairman and Independent Non-executive Director, with over **thirty years of finance and accounting experience**[13](index=13&type=chunk) - Mr. Wong Tsz Pan is an Executive Director, responsible for managing the Hong Kong office and IT systems, with extensive experience in project investment and management[14](index=14&type=chunk)[17](index=17&type=chunk) - Dr. Leung Ka Wah was appointed Non-executive Director on November 11, 2024, bringing diverse experience in AI technology and market investment[20](index=20&type=chunk) [Management Discussion and Analysis](index=11&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's FY2025 business and financial performance, highlighting significant revenue growth driven by plywood-related referral services, improved gross profit despite lower margins, and reduced expenses through cost and credit risk management, with ongoing efforts to address liquidity and going concern uncertainties [Business Review](index=12&type=section&id=Business%20Review) The Group's core businesses include plywood products, referral services, leasing, and agricultural product trading, with high-margin plywood referral services expanding in Thailand and Dongguan, while agricultural trade scaled back due to rising costs - The Group primarily engages in plywood product business and related referral services, leasing activities, and agricultural product trading[29](index=29&type=chunk) - The plywood business expanded high-margin referral services through strategic alliances with partner factories, generating referral income from projects in Rayong, Thailand, and Dongguan, China[30](index=30&type=chunk)[31](index=31&type=chunk) FY2025 Revenue Contribution by Business Segment | Business Segment | Revenue Contribution (%) | | :------------------------- | :----------------------- | | Plywood and Related Services | 56.2% | | Leasing Activities | 11.0% | | Agricultural Product Trading | 32.8% | [Financial Review](index=13&type=section&id=Financial%20Review) In FY2025, consolidated revenue grew **87.1% to RMB 21.7 million**, driven by plywood referral services, with gross profit up **34.6% to RMB 14.2 million** despite a lower margin due to agricultural trade. Selling and administrative expenses and expected credit loss provisions significantly decreased, narrowing the loss for the year by **90.3%**, while the debt-to-asset ratio rose to **350%** and total borrowings increased due to reclassification of convertible bonds FY2025 Key Financial Indicators Comparison | Indicator | FY2025 (RMB million) | FY2024 (RMB million) | Y-o-Y Change | | :-------------------------------------------- | :------------------- | :------------------- | :----------- | | Consolidated Revenue | 21.7 | 11.6 | +87.1% | | Consolidated Gross Profit | 14.2 | 10.5 | +34.6% | | Gross Profit Margin | 65.1% | 90.5% | -25.4pp | | Selling and Administrative Expenses | 7.6 | 17.1 | -55.5% | | Net Expected Credit Loss Provision | 12.2 | 31.7 | -61.5% | | Finance Costs | 3.0 | 3.9 | -23.1% | | Total Comprehensive Expense Attributable to Owners of the Company | 6.4 | 65.9 | -90.3% | | Basic Loss Per Share | 0.59 cents | 7.17 cents | -91.8% | - The debt-to-asset ratio increased from **250% in FY2024 to 350% in FY2025**[43](index=43&type=chunk) - Cash and cash equivalents increased from **RMB 1.0 million to RMB 9.5 million**, primarily reflecting additional funds raised from new borrowings in China[45](index=45&type=chunk) - Total borrowings increased to **RMB 34.4 million**, mainly reflecting redeemed convertible bonds reclassified as other loans in FY2025[48](index=48&type=chunk)[49](index=49&type=chunk) - The Board does not recommend paying a final dividend for FY2025 to shareholders[58](index=58&type=chunk) [Further Details on Impairment Provisions](index=18&type=section&id=Further%20Details%20on%20Impairment%20Provisions) This section details the Group's impairment provision methodology for trade receivables, with accumulated expected credit loss provisions increasing to **RMB 166.0 million** in FY2025, based on debtor repayment ability, aging, historical loss rates, and forward-looking macroeconomic factors - In FY2025, accumulated expected credit loss provisions for trade receivables totaled **RMB 166.0 million**, an increase of **RMB 11.1 million** from FY2024[63](index=63&type=chunk) - Impairment assessment considers indicators such as debtors' inability to meet repayment plans or contractual obligations[65](index=65&type=chunk) - The assessment methodology combines historical loss rates, forward-looking macroeconomic factors, probability of default, and loss given default rates[66](index=66&type=chunk) [Directors' Report](index=20&type=section&id=Directors'%20Report) The Directors' Report presents the audited financial statements for the year ended March 31, 2025, reviewing key businesses, performance, and dividend policy, highlighting the Group's investment holding nature and subsidiary operations, along with five-year financial summaries, share transactions, director remuneration, and major shareholder interests - The Company's principal business is investment holding, with subsidiary principal activities detailed in Note 39 to the consolidated financial statements[69](index=69&type=chunk) - The Directors do not recommend paying any dividend for FY2025[71](index=71&type=chunk) - In FY2025, revenue from the Group's **top five customers and largest customer accounted for approximately 90.62% and 40.65%** of total revenue, respectively[77](index=77&type=chunk) - The share option scheme, effective since December 19, 2016, allows for a maximum of **36,000,000 shares** to be issued, but no options have been granted since its adoption[87](index=87&type=chunk)[90](index=90&type=chunk) Major Shareholders' Shareholdings as at March 31, 2025 | Name | Direct Beneficial Ownership (shares) | Percentage of Company's Share Capital (%) | | :---------- | :--------------------------------- | :---------------------------------------- | | Wong Chun Hon | 734,165,278 | 67.01% | | Ng Hoi Yin | 23,769,600 | 4.92% | [Corporate Governance Report](index=26&type=section&id=Corporate%20Governance%20Report) The Corporate Governance Report details the company's compliance with governance codes in FY2025, covering board composition, independence, professional development, director appointments, responsibilities, securities dealing standards, and committee functions, alongside board diversity policy, meeting attendance, and auditor remuneration - The Company has complied with the Corporate Governance Code, except for directors' legal proceedings insurance arrangements[97](index=97&type=chunk) - The Board comprises six directors: two executive, one non-executive, and three independent non-executive directors, whose independence has been assessed[98](index=98&type=chunk) - All directors engage in continuous professional development through reading materials or attending training courses[99](index=99&type=chunk) - The Board has an Audit Committee, Remuneration Committee, Nomination Committee, and Risk Management Committee, with independent non-executive directors chairing or being key members of each[105](index=105&type=chunk)[106](index=106&type=chunk) - The Board Diversity Policy considers gender, age, cultural and educational background, and industry experience, with the current Board comprising **four male and two female directors**[113](index=113&type=chunk) FY2025 Auditor's Remuneration | Service Type | Amount (RMB thousand) | | :---------------- | :-------------------- | | Audit Services | 1,100 | | Non-audit Services | 150 | | **Total** | **1,250** | [Independent Auditor's Report](index=35&type=section&id=Independent%20Auditor's%20Report) The Independent Auditor's Report, issued by Tianjian International Certified Public Accountants Limited, provides an opinion on the Group's consolidated financial statements for the year ended March 31, 2025, highlighting investment property valuation as a key audit matter and emphasizing significant going concern uncertainties - A key audit matter is the valuation of investment properties, due to its significance to the consolidated financial statements and the substantial management judgment and estimates involved[133](index=133&type=chunk) - Auditors assessed the qualifications of the independent external valuer, the valuation methodology, and the appropriateness of key assumptions, including site inspections[134](index=134&type=chunk) - The report notes the Group incurred a net loss of **RMB 6,959,000** and a net current liability of **RMB 53,038,000** in FY2025, indicating material uncertainties that may cast significant doubt on its ability to continue as a going concern[128](index=128&type=chunk)[129](index=129&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=41&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Consolidated Statement of Profit or Loss and Other Comprehensive Income shows significant revenue and gross profit growth for the year ended March 31, 2025, with the loss for the year narrowing to **RMB 6,959,000** despite fair value losses on investment properties and expected credit loss provisions, resulting in a basic loss per share of **RMB 0.59 cents** FY2025 Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :-------------------------------------------- | :-------------------- | :-------------------- | | Revenue | 21,724 | 11,611 | | Cost of Sales | (7,574) | (1,102) | | Gross Profit | 14,150 | 10,509 | | Selling and Distribution Expenses | (240) | (609) | | Administrative Expenses | (7,384) | (16,501) | | Net Expected Credit Loss Provision | (12,200) | (31,747) | | Fair Value Loss on Investment Properties | (3,800) | (17,182) | | Other Income, Gains or (Losses) | 5,467 | (5,525) | | Finance Costs | (2,952) | (3,935) | | Loss Before Tax | (6,959) | (67,287) | | Loss and Total Comprehensive Expense for the Year | (6,959) | (67,287) | | Basic Loss Per Share Attributable to Owners of the Company | (0.59) cents | (7.17) cents | [Consolidated Statement of Financial Position](index=41&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) The Consolidated Statement of Financial Position as at March 31, 2025, shows total assets of **RMB 99,408,000**, total liabilities of **RMB 89,561,000**, and total equity of **RMB 9,847,000**, with non-current assets primarily comprising investment properties, and current liabilities exceeding current assets, indicating a net current liability position FY2205 Key Data from Consolidated Statement of Financial Position | Indicator | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :--------------------------------- | :---------------------------------- | :---------------------------------- | | **Assets** | | | | Non-current Assets | 63,070 | 63,298 | | Current Assets | 36,338 | 40,554 | | **Total Assets** | **99,408** | **103,852** | | **Equity** | | | | Equity Attributable to Owners of the Company | 7,835 | 14,256 | | Non-controlling Interests | 2,012 | (2,350) | | **Total Equity** | **9,847** | **11,906** | | **Liabilities** | | | | Non-current Liabilities | 185 | 210 | | Current Liabilities | 89,376 | 91,736 | | **Total Liabilities** | **89,561** | **91,946** | - Investment properties had a carrying value of approximately **RMB 51,900,000**, representing the vast majority of non-current assets[146](index=146&type=chunk) - Total current liabilities were **RMB 89,376,000**, while current assets were **RMB 36,338,000**, resulting in a net current liability position[146](index=146&type=chunk)[148](index=148&type=chunk) [Consolidated Statement of Changes in Equity](index=43&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) The Consolidated Statement of Changes in Equity shows a decrease in equity attributable to owners of the Company from **RMB 14,256,000** to **RMB 7,835,000** for the year ended March 31, 2025, primarily due to the loss for the year, while non-controlling interests turned positive due to capital injection, and convertible bond equity reserve became zero upon expiry FY2025 Consolidated Equity Changes Summary | Indicator | As at March 31, 2024 (RMB thousand) | As at March 31, 2025 (RMB thousand) | | :--------------------------------- | :---------------------------------- | :---------------------------------- | | Share Capital | 19,511 | 19,511 | | Share Premium | 252,927 | 252,927 | | Convertible Bond Equity Reserve | 1,408 | – | | Other Reserves | 46,534 | 46,534 | | Accumulated Losses | (306,124) | (311,137) | | Equity Attributable to Owners of the Company | 14,256 | 7,835 | | Non-controlling Interests | (2,350) | 2,012 | | **Total Equity** | **11,906** | **9,847** | - Non-controlling interests received a capital injection of **RMB 4,900,000** in FY2025, turning from negative to positive[151](index=151&type=chunk) - The convertible bond equity reserve became zero as at March 31, 2025, due to its expiry[151](index=151&type=chunk) [Consolidated Statement of Cash Flows](index=45&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Consolidated Statement of Cash Flows for the year ended March 31, 2025, shows a net cash inflow from operating activities of **RMB 2,410,000**, a significant improvement from the prior year's outflow, with net cash inflows from investing activities of **RMB 1,400,000** (mainly from property, plant, and equipment sales) and financing activities of **RMB 4,700,000** (primarily from borrowings), increasing period-end cash and cash equivalents to **RMB 9,489,000** FY2025 Key Data from Consolidated Statement of Cash Flows | Activity Type | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :------------------------------------------ | :-------------------- | :-------------------- | | Net Cash From (Used In) Operating Activities | 2,410 | (15,221) | | Net Cash From Investing Activities | 1,400 | 20,993 | | Net Cash From (Used In) Financing Activities | 4,700 | (11,732) | | Net Increase (Decrease) in Cash and Cash Equivalents | 8,510 | (5,960) | | Cash and Cash Equivalents at End of Year | 9,489 | 979 | - Net cash flow from operating activities improved from an outflow of **RMB 15,221,000 in FY2024** to an inflow of **RMB 2,410,000 in FY2025**, primarily due to a narrower loss before tax and working capital changes[152](index=152&type=chunk) - Net cash inflow from investing activities primarily resulted from proceeds of **RMB 1,400,000** from the disposal of property, plant, and equipment[154](index=154&type=chunk) [Notes to the Consolidated Financial Statements](index=47&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The Notes to the Consolidated Financial Statements provide detailed explanations and supplementary information on the Group's financial statements, covering accounting policies, valuation assumptions, financial risk management, segment information, and subsidiary details, crucial for understanding financial performance, going concern assessment, and investment property valuation [1 General Information](index=48&type=section&id=1%20General%20Information) This note introduces Da Sen Holdings Group Limited's registration, principal place of business, listing information, ultimate controlling party, and principal activities, with consolidated financial statements presented in RMB and rounded to the nearest thousand - The Company was incorporated in the Cayman Islands, and its shares are listed on The Stock Exchange of Hong Kong Limited[155](index=155&type=chunk) - Mr. Wong Chun Hon is regarded as the ultimate controlling party of the Company[155](index=155&type=chunk) - The consolidated financial statements are presented in RMB, with all values rounded to the nearest **RMB thousand**[156](index=156&type=chunk) [2 Basis of Preparation](index=48&type=section&id=2%20Basis%20of%20Preparation) This note outlines the basis of preparing consolidated financial statements, adhering to IFRS and Hong Kong Companies Ordinance, emphasizing significant going concern uncertainties, which the Board addresses through measures like standby loan facilities from the ultimate controlling party, enhanced cost control, and seeking additional financial support - The consolidated financial statements are prepared in accordance with International Financial Reporting Standards and the Hong Kong Companies Ordinance[157](index=157&type=chunk) - The Group recorded a net loss of **RMB 6,959,000** and net current liabilities of **RMB 53,038,000** in FY2025, indicating material uncertainties regarding its ability to continue as a going concern[158](index=158&type=chunk) - The Board has taken measures to address going concern uncertainties, including standby loan facilities from the ultimate controlling party, enhanced cost control, and seeking additional financial support[160](index=160&type=chunk) [3 Application of New and Revised International Financial Reporting Standards](index=50&type=section&id=3%20Application%20of%20New%20and%20Revised%20International%20Financial%20Reporting%20Standards) This note lists the revised IFRS accounting standards first applied by the Group in FY2025, including lease liabilities in sale and leaseback transactions and liability classification, with the Board expecting no material impact on consolidated financial statements in the foreseeable future - The Group first applied several revised International Financial Reporting Standards, such as IFRS 16 (amendments) and IAS 1 (amendments)[163](index=163&type=chunk) - The Directors expect these new standards will not have a material impact on the consolidated financial statements in the foreseeable future[166](index=166&type=chunk) [4 Change in Accounting Policy for Measurement of Investment Properties](index=51&type=section&id=4%20Change%20in%20Accounting%20Policy%20for%20Measurement%20of%20Investment%20Properties) This note discloses the Group's change in accounting policy for investment properties to the fair value model, applied retrospectively to align with holding company and industry practice, and to more reliably reflect operating performance, resulting in restatement of prior period consolidated financial statements - The Group changed its accounting policy for investment property measurement to the fair value model, applied retrospectively[167](index=167&type=chunk) - The accounting policy change resulted in a fair value loss on investment properties of **RMB 17,182,000** and an increase in loss before tax of **RMB 12,930,000** in FY2024[169](index=169&type=chunk) - After restatement, the carrying value of investment properties increased by **RMB 21,569,000 to RMB 55,700,000** as at March 31, 2024[170](index=170&type=chunk) [5 Significant Accounting Policies](index=54&type=section&id=5%20Significant%20Accounting%20Policies) This note details the Group's significant accounting policies used in preparing consolidated financial statements, covering consolidation, segment reporting, revenue recognition, foreign currency, government grants, property, plant and equipment, intangible assets, investment properties, inventories, impairment, cash and cash equivalents, leases, borrowing costs, employee benefits, taxation, financial instruments, and related party definitions - The Group consolidates subsidiaries based on the control principle, adjusting their financial statements for consistent accounting policies[172](index=172&type=chunk)[173](index=173&type=chunk) - Revenue is recognized when performance obligations are satisfied, meaning control of goods or services is transferred to the customer[178](index=178&type=chunk) - Investment properties are measured at fair value, with changes in fair value recognized in profit or loss for the period[190](index=190&type=chunk) - Impairment assessment for financial assets uses the expected credit loss model, updated based on changes in credit risk[226](index=226&type=chunk) [6 Key Sources of Estimation Uncertainty](index=76&type=section&id=6%20Key%20Sources%20of%20Estimation%20Uncertainty) This note discloses key judgments and estimation uncertainties in applying accounting policies, including going concern and principal-agent considerations, and uncertainties from estimated useful lives, residual values, and impairment of property, plant and equipment, intangible assets, and right-of-use assets, expected credit loss provisions for trade and other receivables, fair value of investment properties, and deferred tax recognition - Going concern is a significant judgment; the Board believes the Group can continue as a going concern, but uncertainties exist[250](index=250&type=chunk) - The Group is determined to be the principal in agricultural product trading, recognizing trade revenue on a gross basis[250](index=250&type=chunk) - Estimated useful lives, residual values, and impairment of property, plant and equipment, intangible assets, and right-of-use assets, along with expected credit loss provisions for trade and other receivables, involve significant judgment and estimation[251](index=251&type=chunk)[252](index=252&type=chunk) - The fair value of investment properties is assessed by independent professional valuers, involving market condition assumptions[253](index=253&type=chunk) - The Group has not recognized deferred tax assets for accumulated tax losses and deductible temporary differences due to uncertainty of future taxable profits[254](index=254&type=chunk) [7 Financial Instruments](index=79&type=section&id=7%20Financial%20Instruments) This note details the Group's financial instrument classification, financial risk factors (market, credit, liquidity) and management policies, capital management, and fair value measurement, with credit risk managed via counterparty assessment and ECL model, liquidity risk by monitoring cash and borrowings, and capital by debt-to-asset ratio FY2025 Financial Assets and Liabilities Classification | Classification | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :----------------------------- | :-------------------- | :-------------------- | | **Financial Assets** | | | | Amortized Cost | 36,018 | 39,614 | | Fair Value Through Profit or Loss | – | 368 | | **Financial Liabilities** | | | | Amortized Cost | 53,753 | 54,115 | - The Group primarily operates in Mainland China, with most transactions denominated in RMB, resulting in no significant foreign exchange risk[257](index=257&type=chunk) - Credit risk primarily arises from trade and other receivables, with impairment assessed using the expected credit loss model[262](index=262&type=chunk)[263](index=263&type=chunk) - Total loss provision for trade receivables in FY2025 was **RMB 165,998,000**, an increase from FY2024[267](index=267&type=chunk)[269](index=269&type=chunk) - The debt-to-asset ratio was **350% in FY2025**, higher than **250% in FY2024**[279](index=279&type=chunk) [8 Segment Information](index=88&type=section&id=8%20Segment%20Information) This note provides operating segment information for plywood and related services, leasing, and agricultural product trading, with directors assessing performance based on loss before tax. In FY2025, plywood and related services showed significant improvement, while agricultural trade contributed revenue with thin margins, and customer concentration remained high - The Group's operating segments include manufacturing and sales of plywood and related services, leasing activities, and agricultural product trading[285](index=285&type=chunk) FY2025 Segment Results | Segment | Revenue (RMB thousand) | Segment Results (RMB thousand) | | :------------------------- | :--------------------- | :----------------------------- | | Plywood and Related Services | 12,218 | 3,239 | | Leasing Activities | 2,389 | (3,565) | | Agricultural Product Trading | 7,117 | 142 | - In FY2025, external customer revenue from Hong Kong and Thailand was **RMB 3,034,000** and **RMB 8,830,234**, respectively, with the remainder from Mainland China[284](index=284&type=chunk) - In FY2025, customers A, B, and C contributed **RMB 8,830,000, RMB 3,034,000, and RMB 6,689,000** in revenue, respectively, indicating high customer concentration[291](index=291&type=chunk) [9 Revenue](index=93&type=section&id=9%20Revenue) This note details the Group's FY2025 revenue composition, totaling **RMB 21,724,000**, primarily from customer contracts (plywood sales, referral services, agricultural trade) and leasing income, with plywood-related referral services being the largest contributor FY2025 Revenue Composition | Revenue Source | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :----------------------------------- | :-------------------- | :-------------------- | | Sales of Plywood | 354 | – | | Provision of Plywood Related Referral Services | 11,864 | 8,511 | | Agricultural Product Trading | 7,117 | – | | Rental Income | 2,389 | 3,100 | | **Total Revenue** | **21,724** | **11,611** | - Revenue from customer contracts is derived from goods transferred at a point in time and provision of plywood-related referral services[293](index=293&type=chunk) [10 Other Income, Gains or (Losses)](index=94&type=section&id=10%20Other%20Income%2C%20Gains%20or%20%28Losses%29) This note presents the Group's FY2025 net other income, gains or (losses) of **RMB 5,467,000**, a significant improvement from FY2024's net loss of **RMB 5,525,000**, primarily driven by the reversal of legal case provisions and gains from disposal of property, plant and equipment, offsetting write-offs and financial asset derecognition losses FY2025 Other Income, Gains or (Losses) Composition | Item | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :-------------------------------------------- | :-------------------- | :-------------------- | | Interest Income | 5 | 5 | | Amortisation of Deferred Income Related to Government Grants | 25 | 25 | | Write-off of Trade and Other Receivables | (1,334) | (665) | | Gain on Disposal of Property, Plant and Equipment | 762 | – | | Other Gains or (Losses) | 2,130 | 131 | | Reversal (Provision) for Legal Cases | 4,252 | (4,252) | | **Net Amount** | **5,467** | **(5,525)** | - The net gain in FY2025 primarily reflects the reversal of legal case provisions[40](index=40&type=chunk)[294](index=294&type=chunk) [11 Finance Costs](index=94&type=section&id=11%20Finance%20Costs) This note discloses the Group's FY2025 finance costs of **RMB 2,952,000**, a decrease from **RMB 3,935,000** in FY2024, primarily comprising interest expenses on bank borrowings, other loans, and effective interest on convertible bonds payable FY2025 Finance Costs Composition | Item | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :------------------------------------ | :-------------------- | :-------------------- | | Interest Expense on Bank Borrowings | 756 | 757 | | Interest Expense on Other Loans | 1,575 | 2,529 | | Effective Interest on Convertible Bonds Payable | 621 | 649 | | **Total** | **2,952** | **3,935** | - The decrease in finance costs is commensurate with the level of interest-bearing liabilities during the respective periods[41](index=41&type=chunk) [12 Directors' and Employees' Remuneration](index=95&type=section&id=12%20Directors'%20and%20Employees'%20Remuneration) This note details the Group's directors' and employees' remuneration, with total directors' remuneration significantly decreasing to **RMB 737,000** in FY2025. Three directors were among the top five highest-paid individuals, with non-director remuneration below **RMB 1,000,000**, and no termination benefits or third-party payments for directors' services were made, nor did directors have significant interests in material transactions FY2025 Directors' Remuneration | Director Type | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :------------------------ | :-------------------- | :-------------------- | | Executive Directors | 231 | 1,004 | | Non-executive Directors | 108 | 324 | | Independent Non-executive Directors | 398 | 454 | | **Total** | **737** | **1,782** | - In FY2025, three directors were among the Group's five highest-paid individuals, with the remaining two non-director highest-paid individuals' remuneration ranging from **zero to RMB 1,000,000**[304](index=304&type=chunk) - No termination benefits were paid to directors, nor was any consideration paid to third parties for directors' services during the year[299](index=299&type=chunk)[300](index=300&type=chunk) [13 Income Tax Expense](index=99&type=section&id=13%20Income%20Tax%20Expense) This note discloses zero income tax expense for the Group in FY2025, consistent with FY2024, with applicable tax rates of **16.5% for Hong Kong profits tax and 25% for PRC corporate income tax**. The Group has not provided for withholding tax on undistributed earnings of PRC subsidiaries and reconciles income tax expense to loss before tax, also disclosing unrecognized deferred tax assets for tax losses and deductible temporary differences - The Group's income tax expense for FY2025 was **zero**[305](index=305&type=chunk) - The applicable tax rate for Hong Kong profits tax is **16.5%**, and for PRC corporate income tax is **25%**[306](index=306&type=chunk)[307](index=307&type=chunk) - The Group has not recognized deferred tax assets for accumulated tax losses of **RMB 115,119,000** and deductible temporary differences of **RMB 29,032,000** due to uncertainty of future taxable profits[309](index=309&type=chunk)[311](index=311&type=chunk) [14 Loss for the Year](index=102&type=section&id=14%20Loss%20for%20the%20Year) This note details the composition of the Group's FY2025 loss for the year, including staff costs, auditor's remuneration, inventory costs, depreciation, fair value loss on investment properties, and intangible asset amortization, with staff costs (including directors' remuneration) significantly reduced to **RMB 1,986,000** and fair value loss on investment properties at **RMB 3,800,000** FY2025 Major Components of Loss for the Year | Item | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :-------------------------------------------- | :-------------------- | :-------------------- | | Staff Costs (including directors' remuneration) | 1,986 | 4,319 | | External Auditor's Remuneration | 1,250 | 1,350 | | Cost of Inventories Recognized as Cost of Sales | 7,267 | – | | Depreciation of Property, Plant and Equipment | 264 | 358 | | Fair Value Loss on Investment Properties | 3,800 | 17,182 | | Depreciation of Right-of-Use Assets | 68 | 69 | | Amortisation of Intangible Assets | 358 | – | | Gross Rental Income from Investment Properties | (2,389) | (3,100) | - Staff costs (including directors' remuneration) in FY2025 were **RMB 1,986,000**, a significant decrease from **RMB 4,319,000** in FY2024[312](index=312&type=chunk) [15 Dividends](index=102&type=section&id=15%20Dividends) This note confirms the Board does not recommend paying any dividends for the years ended March 31, 2025, and 2024 - The Board does not recommend paying dividends for FY2025 and FY2024[314](index=314&type=chunk) [16 Loss Per Share](index=103&type=section&id=16%20Loss%20Per%20Share) This note presents the Group's FY2025 basic loss per share of **RMB 0.59 cents**, a significant reduction from **RMB 7.17 cents** in FY2024, with diluted loss per share being the same due to no potentially dilutive ordinary shares outstanding FY2025 Loss Per Share | Indicator | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :-------------------------------------------- | :-------------------- | :-------------------- | | Loss Attributable to Owners of the Company | (6,421) | (65,908) | | Weighted Average Number of Ordinary Shares (thousand shares) | 1,095,680 | 919,450 | | Basic Loss Per Share (RMB cents per share) | (0.59) | (7.17) | - Diluted loss per share is the same as basic loss per share, as there were no potentially dilutive ordinary shares outstanding during the year[317](index=317&type=chunk) [17 Right-of-Use Assets](index=104&type=section&id=17%20Right-of-Use%20Assets) This note discloses the Group's right-of-use assets, primarily land use rights, with a carrying value of **RMB 2,616,000** as at March 31, 2025, pledged as collateral for short-term bank borrowings, and short-term lease expenses totaling **RMB 258,000** for the year Carrying Value of Right-of-Use Assets | Indicator | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :----------- | :---------------------------------- | :---------------------------------- | | Carrying Value | 2,616 | 2,684 | - The land use rights are held under a **50-year lease** in Heze City, Shandong Province, China[318](index=318&type=chunk) - The right-of-use assets have been pledged as collateral for the Group's short-term bank borrowings[319](index=319&type=chunk) [18 Property, Plant and Equipment](index=105&type=section&id=18%20Property%2C%20Plant%20and%20Equipment) This note details changes in cost, depreciation, and impairment losses for the Group's property, plant and equipment, with a carrying value of **RMB 4,012,000** as at March 31, 2025, primarily comprising plant, some of which is pledged for short-term bank borrowings and some lacking property title certificates Carrying Value of Property, Plant and Equipment | Indicator | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :----------- | :---------------------------------- | :---------------------------------- | | Carrying Value | 4,012 | 4,914 | - Plant with a carrying value of **RMB 3,978,000** has been pledged as collateral for short-term bank borrowings[322](index=322&type=chunk) - Plant with a carrying value of **RMB 3,960,000** currently lacks property title certificates, with applications in progress[322](index=322&type=chunk) [19 Investment Properties](index=107&type=section&id=19%20Investment%20Properties) This note discloses changes in the fair value of the Group's investment properties, which stood at **RMB 51,900,000** as at March 31, 2025, with a fair value decrease of **RMB 3,800,000** during the year. These properties are primarily for rental, valued by independent valuers using the market approach, and classified as Level 3 fair value measurements Fair Value of Investment Properties | Indicator | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------------------------- | :---------------------------------- | :---------------------------------- | | Fair Value | 51,900 | 55,700 | | Decrease in Fair Value During the Year | (3,800) | (17,182) | - Investment properties are primarily held for rental purposes, with initial lease terms ranging from **1 to 9 years**[323](index=323&type=chunk) - Fair value is assessed by independent valuer Jingfeng Appraisal Limited using the investment approach, with key assumptions including reversionary yield and average market rent[324](index=324&type=chunk)[325](index=325&type=chunk) [20 Intangible Assets](index=109&type=section&id=20%20Intangible%20Assets) This note presents the cost, amortization, and carrying value of the Group's intangible assets, totaling **RMB 4,542,000** as at March 31, 2025, primarily comprising software and intellectual property injected by non-controlling interests in FY2025 Carrying Value of Intangible Assets | Item | As at March 31, 2025 (RMB thousand) | | :--------------- | :---------------------------------- | | Software | 1,150 | | Intellectual Property | 3,392 | | **Total** | **4,542** | - Intangible assets were injected by non-controlling interests in FY2025[47](index=47&type=chunk)[326](index=326&type=chunk) [21 Financial Assets at Fair Value Through Profit or Loss](index=109&type=section&id=21%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) This note discloses changes in the Group's financial assets at fair value through profit or loss, which became zero as at March 31, 2025, down from **RMB 368,000** in FY2024, primarily due to the issuer's right to early redeem convertible bonds, which was derecognized due to a loss in FY2025 Financial Assets at Fair Value Through Profit or Loss | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------------------------------------ | :---------------------------------- | :---------------------------------- | | Right of Issuer to Early Redeem Convertible Bonds | – | 368 | - This financial asset became zero in FY2025 due to a derecognition loss[328](index=328&type=chunk) [22 Inventories](index=110&type=section&id=22%20Inventories) This note indicates the Group had no inventories as at March 31, 2025, with all remaining inventories sold in FY2025, compared to a carrying value of **RMB 354,000** in FY2024 Carrying Value of Inventories | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------------------------ | :---------------------------------- | :---------------------------------- | | Work in Progress | – | 929 | | Finished Goods | – | 1,708 | | Less: Accumulated Impairment Losses | – | (2,283) | | **Net Amount** | **–** | **354** | - The Group had no inventories in FY2025, as all remaining inventories were sold[46](index=46&type=chunk)[329](index=329&type=chunk) [23 Trade and Other Receivables](index=111&type=section&id=23%20Trade%20and%20Other%20Receivables) This note details the composition and aging analysis of the Group's trade and other receivables, with a net amount of **RMB 26,849,000** as at March 31, 2025, a decrease from **RMB 38,853,000** in FY2024, and accumulated expected credit loss provisions for trade receivables totaling **RMB 165,998,000**, also providing aging analysis for overdue but not impaired trade receivables Net Trade and Other Receivables | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------------------------ | :---------------------------------- | :---------------------------------- | | Net Trade Receivables | 16,614 | 24,470 | | Prepayments | 244 | 218 | | Net Other Receivables | 10,245 | 14,290 | | **Total** | **26,849** | **38,853** | - Accumulated expected credit loss provisions for trade receivables totaled **RMB 165,998,000**[329](index=329&type=chunk) - Overdue but not impaired trade receivables are primarily concentrated in the **7-12 months and over 1 year** categories[331](index=331&type=chunk) [24 Cash and Cash Equivalents](index=113&type=section&id=24%20Cash%20and%20Cash%20Equivalents) This note presents the composition and currency distribution of the Group's cash and cash equivalents, totaling **RMB 9,489,000** as at March 31, 2025, a significant increase from **RMB 979,000** in FY2024, with RMB and HKD being the primary currencies held Composition of Cash and Cash Equivalents | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :----------- | :---------------------------------- | :---------------------------------- | | Cash on Hand | 5 | 11 | | Cash at Bank | 9,484 | 968 | | **Total** | **9,489** | **979** | Currency Distribution of Cash and Cash Equivalents | Currency | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------- | :---------------------------------- | :---------------------------------- | | RMB | 6,214 | 820 | | HKD | 3,275 | 159 | [25 Share Capital and Share Premium](index=114&type=section&id=25%20Share%20Capital%20and%20Share%20Premium) This note details changes in the Group's share capital and share premium, with **1,095,680 thousand ordinary shares** issued, share capital of **RMB 19,511,000**, and share premium of **RMB 252,927,000** as at March 31, 2025, primarily due to shares issued for debt capitalization and share consolidation Changes in Share Capital and Share Premium | Item | Number of Ordinary Shares (thousand shares) | Share Capital (RMB thousand) | Share Premium (RMB thousand) | | :--------------------------- | :---------------------------------------- | :--------------------------- | :--------------------------- | | As at April 1, 2023 | 1,618,255 | 14,165 | 233,241 | | Shares Issued for Debt Capitalization | 73,104 | 675 | 5,674 | | Share Consolidation | (845,679) | Not applicable | Not applicable | | Shares Issued for Debt Capitalization | 250,000 | 4,671 | 14,012 | | **As at March 31, 2025** | **1,095,680** | **19,511** | **252,927** | - On October 24, 2023, the Company completed a share consolidation, merging **every two existing shares into one consolidated share**[334](index=334&type=chunk) - On December 20, 2023, the Company issued **250,000,000 ordinary shares** to settle amounts due to major shareholder Mr. Wong Chun Hon[334](index=334&type=chunk) [26 Other Reserves and Convertible Bond Equity Reserve](index=115&type=section&id=26%20Other%20Reserves%20and%20Convertible%20Bond%20Equity%20Reserve) This note analyzes the Group's other reserves and convertible bond equity reserve, with other reserves totaling **RMB 46,534,000** (comprising capital and statutory reserves). The convertible bond equity reserve became zero in FY2025 due to expiry, and PRC subsidiaries made no allocations to statutory reserves due to operating losses Composition of Other Reserves | Item | As at March 31, 2025 (RMB thousand) | | :-------------- | :---------------------------------- | | Capital Reserve | 26,889 | | Statutory Reserve | 19,645 | | **Total** | **46,534** | - The convertible bond equity reserve became zero in FY2025 due to its expiry[338](index=338&type=chunk) - PRC subsidiaries made no allocations to statutory reserves due to operating losses during the year[337](index=337&type=chunk) [27 Borrowings](index=116&type=section&id=27%20Borrowings) This note discloses the Group's total borrowings, which increased to **RMB 34,418,000** as at March 31, 2025, from **RMB 22,423,000** in FY2024, comprising secured short-term bank borrowings and other loans, and unsecured other loans, with some borrowings guaranteed by Director and employee Mr. Zhang Ayang and secured by right-of-use assets, plant, and investment properties Composition of Borrowings | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :-------------------------- | :---------------------------------- | :---------------------------------- | | Short-term Bank Borrowings – Secured | 17,600 | 8,100 | | Other Loans – Secured | 2,300 | 2,000 | | Other Loans – Unsecured | 14,518 | 12,323 | | **Total Borrowings** | **34,418** | **22,423** | - Part of the short-term bank borrowings is guaranteed by Mr. Zhang Ayang, a Director and employee[339](index=339&type=chunk) - Loans are secured by right-of-use assets, plant, and investment properties with a total carrying value of approximately **RMB 58,494,000**[340](index=340&type=chunk)[360](index=360&type=chunk) [28 Trade and Other Payables](index=117&type=section&id=28%20Trade%20and%20Other%20Payables) This note presents the composition of the Group's trade and other payables, totaling **RMB 47,579,000** as at March 31, 2025, a decrease from **RMB 52,464,000** in FY2024, primarily comprising other taxes payable, accrued expenses, and interest payable, with legal case provisions becoming zero in FY2025 Composition of Trade and Other Payables | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------------------------------ | :---------------------------------- | :---------------------------------- | | Trade Payables | 21 | 2 | | Other Taxes Payable | 28,244 | 28,102 | | Accrued Expenses | 14,779 | 14,580 | | Interest Payable | 1,221 | 683 | | Provision for Legal Cases | – | 4,252 | | Amounts Due to Non-controlling Interests | 592 | 719 | | Others | 2,722 | 4,126 | | **Total** | **47,579** | **52,464** | - The provision for legal cases became zero in FY2025[344](index=344&type=chunk) - Accrued expenses include staff costs of **RMB 7,919,000**[346](index=346&type=chunk) [29 Deferred Income](index=118&type=section&id=29%20Deferred%20Income) This note discloses the Group's deferred income, primarily government grants related to property, plant and equipment, totaling **RMB 210,000** as at March 31, 2025, with **RMB 25,000** as current and **RMB 185,000** as non-current, amortized on a straight-line basis over the assets' expected useful lives Composition of Deferred Income | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :---------------- | :---------------------------------- | :---------------------------------- | | Current Portion | 25 | 25 | | Non-current Portion | 185 | 210 | | **Total** | **210** | **235** | - Government grants, received as subsidies for the purchase of property, plant and equipment, are amortized on a straight-line basis[347](index=347&type=chunk) [30 Receipts in Advance](index=118&type=section&id=30%20Receipts%20in%20Advance) This note presents the Group's receipts in advance, primarily from operating leases, totaling **RMB 768,000** as at March 31, 2025, a significant decrease from **RMB 2,908,000** in FY2024 Receipts in Advance | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :---------------------------- | :---------------------------------- | :---------------------------------- | | Receipts in Advance from Operating Leases | 768 | 2,908 | [31 Amounts Due to Related Parties](index=119&type=section&id=31%20Amounts%20Due%20to%20Related%20Parties) This note discloses amounts due to related parties, with the amount due to major shareholder Mr. Wong Chun Hon becoming zero as at March 31, 2025, down from **RMB 46,000** in FY2024, which was interest-free, unsecured, and repayable on demand Amounts Due to Related Parties | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------------------------ | :---------------------------------- | :---------------------------------- | | Wong Chun Hon – Major Shareholder | – | 46 | - The amount due to Mr. Wong Chun Hon was interest-free, unsecured, and repayable on demand[350](index=350&type=chunk) [32 Convertible Bonds Payable](index=119&type=section&id=32%20Convertible%20Bonds%20Payable) This note details the Group's convertible bonds payable. The Company issued **HKD 7,800,000** convertible bonds in March 2023, maturing on March 23, 2025. As holders did not extend, these bonds were reclassified as borrowings in FY2025, resulting in no outstanding convertible bonds at period-end - The Company issued convertible bonds with a principal amount of **HKD 7,800,000** in March 2023, bearing **10% interest per annum** and maturing on March 23, 2025[351](index=351&type=chunk) - Convertible bond holders did not extend the bonds, which were reclassified as borrowings in FY2025[351](index=351&type=chunk) - As at March 31, 2025, there were no outstanding convertible bonds[352](index=352&type=chunk) [33 Disposal of a Subsidiary](index=120&type=section&id=33%20Disposal%20of%20a%20Subsidiary) This note discloses the Group's disposal of its indirect wholly-owned subsidiary, Da Sen (Heze) Biomass Energy Co., Ltd., for **RMB 21,010,000** in December 2023, generating a gain of **RMB 1,787,000** and net cash inflow of **RMB 21,010,000** - The Group disposed of Da Sen (Heze) Biomass Energy Co., Ltd. in December 2023 for a total consideration of **RMB 21,010,000**[354](index=354&type=chunk) - The disposal generated a gain of **RMB 1,787,000**[355](index=355&type=chunk) - The disposal resulted in a net cash inflow of **RMB 21,010,000**[355](index=355&type=chunk) [34 Reconciliation of Liabilities Arising from Financing Activities](index=121&type=section&id=34%20Reconciliation%20of%20Liabilities%20Arising%20from%20Financing%20Activities) This note provides a reconciliation of liabilities from financing activities (including borrowings, interest payable, convertible bonds, and interest payable), totaling **RMB 35,639,000** as at March 31, 2025, with **RMB 26,900,000** in proceeds from borrowings, **RMB 22,200,000** in repayments, and **RMB 7,284,000** from convertible bonds reclassified as borrowings during the year Reconciliation of Liabilities Arising from Financing Activities | Item | As at March 31, 2024 (RMB thousand) | As at March 31, 2025 (RMB thousand) | | :---------------------------- | :---------------------------------- | :---------------------------------- | | Borrowings and Interest Payable | 22,475 | 34,470 | | Convertible Bonds and Interest Payable | 7,915 | 1,169 | | **Total** | **30,390** | **35,639** | - Proceeds from borrowings during the year were **RMB 26,900,000**, and repayments of borrowings were **RMB 22,200,000**[356](index=356&type=chunk) - Convertible bonds of **RMB 7,284,000** were reclassified as borrowings[356](index=356&type=chunk) [35 Operating Lease Commitments](index=122&type=section&id=35%20Operating%20Lease%20Commitments) This note discloses the Group's operating lease commitments as both lessee and lessor. As lessee, the Group leases an office in Hong Kong, with total future minimum lease payments of **RMB 43,000** within one year. As lessor, total undiscounted lease payments from properties leased out are **RMB 4,964,000** within five years and **RMB 1,070,000** thereafter Operating Lease Commitments (as Lessee) | Period | As at March 31, 2025 (RMB thousand) | | :-------- | :---------------------------------- | | Within 1 year | 43 | Operating Lease Commitments (as Lessor) | Period | As at March 31, 2025 (RMB thousand) | | :---------- | :---------------------------------- | | Within 1 year | 2,104 | | In the 2nd year | 1,368 | | In the 3rd year | 674 | | In the 4th year | 515 | | In the 5th year | 307 | | After 5 years | 1,070 | | **Total** | **6,038** | [36 Pledged Assets](index=122&type=section&id=36%20Pledged%20Assets) This note presents the carrying value of the Group's pledged assets, totaling **RMB 58,494,000** as at March 31, 2025, primarily comprising investment properties, property, plant and equipment, and right-of-use assets in China, serving as collateral for loan financing Carrying Value of Pledged Assets | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :---------------------------------- | :---------------------------------- | :---------------------------------- | | Investment Properties in China | 51,900 | 55,700 | | Property, Plant and Equipment in China | 3,978 | 4,182 | | Right-of-Use Assets in China | 2,616 | 2,684 | | **Total** | **58,494** | **62,566** | - These assets have been pledged to banks and an independent third-party company as collateral for loan financing[52](index=52&type=chunk) [37 Related Party Transactions](index=123&type=section&id=37%20Related%20Party%20Transactions) This note outlines significant related party transactions in the Group's ordinary course of business, primarily including guarantees by Director and employee Mr. Zhang Ayang for short-term bank borrowings, and key management personnel remuneration, which significantly decreased to **RMB 339,000** in FY2025 - Short-term bank borrowings of **RMB 7,600,000** are guaranteed by Mr. Zhang Ayang, a Director and employee[361](index=361&type=chunk) Key Management Personnel Remuneration | Item | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :-------------------------------- | :-------------------- | :-------------------- | | Salaries and Bonuses | 339 | 1,328 | | Contributions to Retirement Benefit Schemes | – | – | | **Total** | **339** | **1,328** | [38 Contributions to Retirement Benefit Schemes](index=123&type=section&id=38%20Contributions%20to%20Retirement%20Benefit%20Schemes) This note discloses the Group's PRC subsidiaries' employees participate in government-managed retirement schemes, with contributions to retirement benefit schemes deducted from profit or loss totaling **RMB 82,000** in FY2025, a slight decrease from **RMB 89,000** in FY2024 - Employees of the Group's PRC subsidiaries participate in government-managed retirement schemes in China[363](index=363&type=chunk) - Contributions to retirement benefit schemes for FY2025 amounted to **RMB 82,000**[363](index=363&type=chunk) [39 Details of Subsidiaries](index=124&type=section&id=39%20Details%20of%20Subsidiaries) This note lists details of the Group's principal subsidiaries as at March 31, 2025, including place of incorporation/operation, legal entity type, registered/paid-up capital, Group's ownership interest, and principal activities, such as Heroic Group Limited, Mason (Hong Kong) Holdings Limited, Mason (Shandong) Wood Industry Co., Ltd., Heze Dashengyuan Agriculture Co., Ltd., and Shenzhen Weifuchongqucheng Technology Co., Ltd List of Principal Subsidiaries | Company Name | Place of Incorporation/Operation | Ownership Interest (As at March 31, 2025) | Principal Activities | | :------------------------------------- | :------------------------------- | :---------------------------------------- | :----------------------------------- | | Heroic Group Limited | British Virgin Islands | 100% | Investment Holding | | Mason (Hong Kong) Holdings Limited | Hong Kong | 100% | Investment Hold

[Annual Results Announcement Summary](index=1&type=section&id=Annual%20Results%20Announcement%20Summary) [Performance Highlights](index=1&type=page&id=Performance%20Highlights) Osumi Holdings Group achieved significant performance improvement in FY2025, with consolidated revenue surging by 87.1% and loss before tax narrowing by 89.7%, despite remaining in a loss-making position, while no final dividend was recommended | Metric | Amount/Details | | :--- | :--- | | Consolidated Revenue | Approx. RMB 21.7 million (87.1% increase) | | Consolidated Loss Before Tax | Approx. RMB 7.0 million (89.7% decrease) | | Loss Attributable to Owners of the Company | Approx. RMB 6.4 million | | Basic Loss Per Share | RMB 0.59 cents | | Final Dividend | Not recommended | [Business and Financial Review](index=2&type=section&id=Business%20and%20Financial%20Review) [Business Review](index=2&type=page&id=Business%20Review) The Group diversified its operations in FY2025, with the core plywood business expanding into high-margin referral services through strategic alliances, while generating stable rental income from idle factory premises and scaling back the agricultural product trading business due to rising costs [Plywood and Related Services](index=2&type=page&id=Plywood%20and%20Related%20Services) Plywood and related services, accounting for 56.2% of total revenue, became profitable at RMB 3.2 million from a RMB 32.5 million loss, driven by high-margin customer referral services through a strategic alliance in Guangdong, despite project delays - The Group formed a strategic alliance with a factory in Jiangmen, Guangdong, to earn service fees by referring customers, a business with significantly higher profit margins than traditional plywood manufacturing, identified as a future focus[5](index=5&type=chunk) - In FY2025, the Group successfully secured two referral arrangements (Rayong, Thailand and Dongguan, China projects), including a design and project management contract worth approximately **RMB 10.8 million** for the Rayong project[6](index=6&type=chunk) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Segment Revenue | RMB 12.2 million | RMB 8.5 million | | Segment Results | Profit RMB 3.2 million | Loss RMB 32.5 million | | % of Total Revenue | Approx. 56.2% | - | [Leasing Activities](index=2&type=page&id=Leasing%20Activities) Since July 2020, the Group has leased out idle factory premises and land to generate stable recurring rental income and reduce management costs, contributing approximately 11.0% of total revenue in FY2025 - The Group leases out surplus factory premises and land to generate stable recurring rental income, which accounted for approximately **11.0%** of total revenue in FY2025[8](index=8&type=chunk) [Agricultural Product Trading](index=2&type=page&id=Agricultural%20Product%20Trading) The Group expanded into agricultural product trading in FY2025 to improve gross margins, but significantly scaled back the business due to a substantial increase in agricultural product costs, with this segment contributing 32.8% of annual total revenue - Due to a significant increase in agricultural product costs, leading to a substantial reduction in gross profit, the Group has scaled back its agricultural product trading business during the year, which accounted for **32.8%** of total revenue[9](index=9&type=chunk) [Financial Review](index=21&type=section&id=Financial%20Review) FY2025 financial performance significantly improved, with total revenue growing 87.1% to RMB 21.7 million, gross profit increasing to RMB 14.2 million, and loss attributable to owners of the Company narrowing 90.3% to RMB 6.4 million, driven by high-margin referral services, cost control, and reversal of legal provisions, despite persistent liquidity issues and a rising gearing ratio from 250% to 350%, indicating significant going concern uncertainty - Consolidated revenue increased by **87.1%** to **RMB 21.7 million**, primarily driven by approximately **RMB 11.9 million** in service income from project referrals to alliance factories[50](index=50&type=chunk) - Total selling and administrative expenses decreased from **RMB 17.1 million** to **RMB 7.6 million**, and expected credit loss provisions decreased from **RMB 31.7 million** to **RMB 12.2 million**, reflecting improved cost and credit risk control[53](index=53&type=chunk) - Other income recorded a net gain of **RMB 5.5 million** (compared to a net loss of RMB 5.5 million last year), mainly due to the reversal of provisions related to a successful legal case[54](index=54&type=chunk) - As of March 31, 2025, the Group's gearing ratio increased to **350%** (2024: 250%), with cash and cash equivalents of approximately **RMB 9.5 million** against total borrowings of **RMB 34.4 million**, indicating tight liquidity[56](index=56&type=chunk)[58](index=58&type=chunk)[61](index=61&type=chunk) [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=page&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, Group revenue grew 87.1% to RMB 21.724 million, gross profit increased 34.6% to RMB 14.150 million, and loss before tax significantly narrowed from RMB 67.287 million to RMB 6.959 million due to reduced administrative expenses, ECL provisions, and investment property fair value losses, resulting in a loss attributable to owners of the Company of RMB 6.421 million | Item (RMB thousands) | FY2025 | FY2024 (Restated) | | :--- | :--- | :--- | | Revenue | 21,724 | 11,611 | | Gross Profit | 14,150 | 10,509 | | Administrative Expenses | (7,384) | (16,501) | | Net Expected Credit Loss Provision | (12,200) | (31,747) | | Fair Value Loss on Investment Properties | (3,800) | (17,182) | | Loss Before Tax | (6,959) | (67,287) | | Loss for the Year | (6,959) | (67,287) | | Loss Attributable to Owners of the Company | (6,421) | (65,908) | | Basic Loss Per Share (RMB cents) | (0.59) | (7.17) | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were RMB 99.408 million, slightly down from RMB 103.852 million, while total liabilities decreased from RMB 91.946 million to RMB 89.561 million; however, total equity declined from RMB 11.906 million to RMB 9.847 million due to accumulated losses, and the Group faces severe liquidity issues with current liabilities (RMB 89.376 million) significantly exceeding current assets (RMB 36.338 million), resulting in a net current liability of RMB 53.038 million | Item (RMB thousands) | March 31, 2025 | March 31, 2024 (Restated) | | :--- | :--- | :--- | | **Non-current Assets** | **63,070** | **63,298** | | Investment Properties | 51,900 | 55,700 | | **Current Assets** | **36,338** | **40,554** | | Trade and Other Receivables | 26,849 | 38,853 | | Cash and Cash Equivalents | 9,489 | 979 | | **Total Assets** | **99,408** | **103,852** | | **Total Equity** | **9,847** | **11,906** | | Item (RMB thousands) | March 31, 2025 | March 31, 2024 (Restated) | | :--- | :--- | :--- | | **Current Liabilities** | **89,376** | **91,736** | | Trade and Other Payables | 47,579 | 52,464 | | Borrowings | 34,418 | 22,423 | | **Non-current Liabilities** | **185** | **210** | | **Total Liabilities** | **89,561** | **91,946** | | **Total Equity and Liabilities** | **99,408** | **103,852** | [Notes to the Financial Statements](index=6&type=section&id=Notes%20to%20the%20Financial%20Statements) [Company Information and Basis of Preparation](index=6&type=section&id=Company%20Information%20and%20Basis%20of%20Preparation) The Group primarily engages in plywood and related services, leasing, and agricultural product trading; while financial statements are prepared on a going concern basis, significant uncertainties exist due to a net loss of RMB 6.959 million and net current liabilities of RMB 53.038 million as of March 31, 2025, which management plans to address through standby loan commitments from the ultimate controlling party, enhanced cost control, and new financing - As of March 31, 2025, the Group recorded a net loss of **RMB 6.959 million**, net current liabilities of **RMB 53.038 million**, cash and cash equivalents of only **RMB 9.489 million**, and current borrowings of **RMB 34.418 million**, indicating significant uncertainties that may cast substantial doubt on the Group's ability to continue as a going concern[16](index=16&type=chunk)[17](index=17&type=chunk) - To address going concern risks, the directors have taken measures including securing standby loan commitments from a company controlled by the ultimate controlling party, enhancing cost control, and seeking additional new financial support[18](index=18&type=chunk) [Application and Changes in Accounting Policies](index=8&type=section&id=Application%20and%20Changes%20in%20Accounting%20Policies) This year, the Group changed its accounting policy for investment properties from the cost model to the fair value model to better reflect operating performance and align with industry practice; this change was applied retrospectively, restating comparative financial data and significantly impacting FY2024 loss before tax, total assets, and total equity - The Group changed its accounting policy for measuring investment properties from the cost model to the fair value model, and this change has been applied retrospectively[22](index=22&type=chunk) | Impact on 2024 Statement of Profit or Loss (RMB thousands) | Impact Amount | | :--- | :--- | | Administrative Expenses | +2,397 | | Fair Value Loss on Investment Properties | -17,182 | | Loss Before Tax | -12,930 | | Loss Attributable to Owners of the Company | -12,930 | | Impact on March 31, 2024 Statement of Financial Position (RMB thousands) | Impact Amount | | :--- | :--- | | Investment Properties | +21,569 | | Total Assets | +21,569 | | Net Assets/Total Equity | +21,569 | [Notes on Key Financial Items](index=11&type=section&id=Notes%20on%20Key%20Financial%20Items) This section details the Group's key financial items, with revenue primarily driven by plywood-related referral services, other income benefiting from legal case provision reversals, no income tax expense due to lack of taxable profits and significant unrecognized tax losses, no dividends declared, and high credit risk on trade receivables leading to substantial ECL provisions, while share capital changed due to debt capitalization and share consolidation [Revenue (Note 5)](index=11&type=page&id=Revenue) Total revenue for FY2025 was RMB 21.724 million, primarily from contracts with customers (RMB 19.335 million), including plywood-related referral services (RMB 11.864 million) and agricultural product trading (RMB 7.117 million), with the remaining RMB 2.389 million from rental income on investment properties | Revenue Source (RMB thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | Sales of Plywood | 354 | – | | Provision of Plywood Related Referral Services | 11,864 | 8,511 | | Agricultural Product Trading | 7,117 | – | | **Total Revenue from Contracts with Customers** | **19,335** | **8,511** | | Total Rental Income | 2,389 | 3,100 | | **Total Revenue** | **21,724** | **11,611** | [Other Income, Gains or (Losses) (Note 6)](index=11&type=page&id=Other%20Income%2C%20Gains%20or%20%28Losses%29) FY2025 saw a net other income of RMB 5.467 million, a stark contrast to the previous year's net loss of RMB 5.525 million, primarily driven by the reversal of a RMB 4.252 million legal case provision - A net gain of **RMB 5.467 million** was recorded in FY2025, primarily due to the reversal of a **RMB 4.252 million** legal case provision, contrasting with a net loss of **RMB 5.525 million** in FY2024 mainly due to the recognition of the same provision[27](index=27&type=chunk) [Income Tax Expense (Note 8)](index=12&type=section&id=Income%20Tax%20Expense) The Group incurred no income tax expense in FY2025 or FY2024 due to the absence of taxable profits in Hong Kong and China, despite a theoretical tax liability, and holds significant unrecognized deferred tax assets from tax losses of approximately RMB 115.119 million in China - The Group incurred no income tax expense in FY2025 and FY2024, primarily because it had no taxable profits in Hong Kong or China[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) - As of March 31, 2025, the Group's PRC entities had estimated tax losses of **RMB 115,119,000** for which no deferred tax assets were recognized, with these losses expiring between 2026 and 2030[32](index=32&type=chunk) [Dividends (Note 10)](index=15&type=page&id=Dividends) The Board of Directors did not recommend the payment of any dividends for the years ended March 31, 2025, and 2024 - The directors did not recommend the payment of dividends for the years ended March 31, 2025, and 2024[37](index=37&type=chunk) [Loss Per Share (Note 11)](index=16&type=page&id=Loss%20Per%20Share) Basic loss per share for FY2025 significantly narrowed to RMB 0.59 cents from RMB 7.17 cents in the prior year, primarily due to a substantial decrease in loss attributable to owners of the Company, with no dilutive potential ordinary shares during the year | Item | FY2025 | FY2024 (Restated) | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company (RMB thousands) | (6,421) | (65,908) | | Weighted Average Number of Ordinary Shares (thousands) | 1,095,680 | 919,450 | | **Basic Loss Per Share (RMB cents per share)** | **(0.59)** | **(7.17)** | [Trade and Other Receivables (Note 14)](index=17&type=section&id=Trade%20and%20Other%20Receivables) As of March 31, 2025, net trade and other receivables totaled RMB 26.849 million, with gross trade receivables of RMB 182.612 million offset by a substantial RMB 165.998 million provision for expected credit losses, indicating high recovery risk, and most of the net amount (RMB 16.614 million) is overdue by more than 7 months | Item (RMB thousands) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Trade Receivables (Gross) | 182,612 | 179,325 | | Less: Accumulated Expected Credit Loss Provision | (165,998) | (154,855) | | **Trade Receivables (Net)** | **16,614** | **24,470** | - Of the trade receivables net of provisions, approximately **RMB 13.126 million** (**79%**) were overdue but not impaired, with **RMB 4.105 million** overdue for more than 1 year[44](index=44&type=chunk)[45](index=45&type=chunk) [Other Disclosures](index=26&type=section&id=Other%20Disclosures) [Audit and Corporate Governance](index=26&type=section&id=Audit%20and%20Corporate%20Governance) The Audit Committee reviewed the annual results, and the independent auditor issued an unmodified opinion with an emphasis of matter paragraph highlighting significant going concern uncertainties due to net loss and substantial net current liabilities, while the company affirmed compliance with corporate governance codes during the reporting period - The independent auditor issued a true and fair unmodified opinion, but included an emphasis of matter paragraph regarding **material uncertainty related to going concern**[73](index=73&type=chunk)[74](index=74&type=chunk) - The auditor noted that as of March 31, 2025, the Group recorded a net loss of approximately **RMB 6.959 million** and net current liabilities of approximately **RMB 53.038 million**, which cast significant doubt on the Group's ability to continue as a going concern[74](index=74&type=chunk) - The company has established an Audit Committee comprising three independent non-executive directors, which has reviewed the annual results for the year[72](index=72&type=chunk)