Core Viewpoint - The company, Xie Tong Communication (01613), announced the resignation of Mr. He Bianliu as an executive director, effective from August 22, 2025, due to his focus on other personal business matters [1]. Company Summary - Mr. He Bianliu's resignation is attributed to his need to concentrate on other personal business engagements [1].

格隆汇8月22日丨协同通信(01613.HK)发布公告，何边柳先生因专注于其他个人业务，已辞任公司执行 董事，自2025年8月22日起生效。 ...

董事名單與其角色和職能 協 同 通 信 集 團 有 限 公 司 董 事（「董 事」）會（「董事會」）成 員 載 列 如 下： 執行董事 韓衛寧*先 生 游弋洋先生 非執行董事 莫怡娜女士 協同通信集團有限公司 Synertone Communication Corporation （於開曼群島註冊成立之有限公司） （股份代號：1613） 獨立非執行董事 李明綺女士 徐煒先生 徐冬森先生 董事會設有三個委員會。董事委員會的成員載列如下： 審核委員會 李明綺女士 （主席） 徐冬森先生 徐煒先生 提名委員會 徐冬森先生 （主席） 李明綺女士 徐煒先生 薪酬委員會 徐煒先生 （主席） 李明綺女士 徐冬森先生 香港，二零二 五年八月二十二日 * 僅供識別 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 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。 協同通信集團有限公司 Synertone Communication Corporation （於開曼群島註冊成立之有限公司） （股份代號：1613） 執行董事之辭任 協同通信集團有限公司（「本公司」）董事（「董事」）會（「董事會」）宣佈，何邊柳先生（「何 先 生」）因 專 注 於 其 他 個 人 業 務，已 辭 任 本 公 司 執 行 董 事（「該辭任」），自 二 零 二 五 年八月二十二日起生效。 何 先 生 已 確 認，彼 與 董 事 會 並 無 意 見 分 歧，亦 無 有 關 該 辭 任 之 事 宜 須 敦 請 本 公 司股東及香港聯合交易所有限公司垂注。 董事會謹此向何先生在任期間對本公司所作出之寶貴貢獻致以衷心感謝。 承董事會命 協同通信集團有限公司 執行董事 韓衛寧* 香港，二零二五年八月二十二日 於本公告日期，執行董事為韓衛寧*先生 ...

致：香港交易及結算所有限公司 公司名稱: 協同通信集團有限公司 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 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01613 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 4,000,000,000 | HKD | | 0.1 | HKD | | 400,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 4,000,000,000 | HKD | | 0.1 | HKD | | 400,000,000 | 本月底法定/註冊股本 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 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。 協同通信集團有限公司 Synertone Communication Corporation （於開曼群島註冊成立之有限公司） （股份代號：1613） 有關須予披露及關連交易 出售附屬公司的 使用權資產及該物業的估值 根 據 報 告，鑒 於 周 邊 地 區 有 相 對 成 熟 的 市 場 可 供 土 地 交 易，且 已 有 多 宗 土 地 交 易 發 生，估 值 師 認 為 市 場 法 為 使 用 權 資 產 最 適 合 的 估 值 方 法。估 值 師 經 參 考 近 期 於 嘉 興 市 的 土 地 銷 售 交 易（包 括 位 於 使 用 權 資 產 附 近 地 區 的 多 幅 土 地），並 經 計及包括土地使用權期限、交易日期、可比土地位置及適銷性等因素而作出調整。 由 於 嘉 興 市 於 過 去 幾 年 的 土 地 價 格 出 現 大 幅 波 ...

協同通信集團有限公司 Synertone Communication Corporation (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code: 1613) （股份代號：1613） NOTIFICATION LETTER通知信函 30 July 2025 Dear Non-registered Holder(s) (Note 1) , Synertone Communication Corporation (the "Company") – Notification of publication of 2025 Annual Report (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at www.synert ...

協同通信集團有限公司 Synertone Communication Corporation (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code: 1613) （股份代號：1613） NOTIFICATION LETTER 通知信函 30 July 2025 Should you have any queries relating to this notification, please call the Branch Share Registrar's telephone hotline at (852) 2980 1333 from 9:00 a.m. to 6:00 p.m., Monday to Friday (excluding public holidays). By the order of the Board Synertone Communication Corporation Han Weining Executive Director Note: Corporat ...

Company Information [Company and Board Members](index=3&type=section&id=Company%20and%20Board%20Members) This section details the company's registration, principal business locations, banking relationships, and lists Board and committee members with their changes - The company's Board of Directors and various committees experienced significant personnel changes during the reporting period, including appointments, retirements, and resignations of multiple directors[5](index=5&type=chunk) - The company's headquarters are in Hong Kong, with principal operations in Jiaxing, Zhejiang, China, and maintains banking relationships in Hong Kong and mainland China[6](index=6&type=chunk) Financial Highlights [Financial Highlights](index=4&type=section&id=Financial%20Highlights) In FY2025, group revenue surged **87.0%** to **HKD 117 million** driven by new smartphone distribution, but gross profit declined, margin dropped from **39.6% to 13.6%**, and loss attributable to owners widened **82.6% to HKD 32.5 million** Financial Highlights (Year Ended March 31) | Metric (Year Ended March 31) | 2025 | 2024 | | :--- | :--- | :--- | | **Performance** | | | | Revenue (HKD Thousands) | 116,933 | 62,581 | | Gross Profit (HKD Thousands) | 15,909 | 24,757 | | Gross Margin (%) | 13.6 | 39.6 | | Loss for the Year (HKD Thousands) | (35,831) | (17,768) | | Basic Loss Per Share (HKD) | (0.08) | (0.06) | | **Liquidity and Gearing Ratio (As of March 31)** | | | | Current Ratio | 1.3 | 1.3 | | Gearing Ratio (%) | 30.5 | 12.4 | | **Operating Cash Flow** | | | | Net Cash Used in Operating Activities (HKD Thousands) | (38,192) | (17,478) | - Group revenue increased **87.0%** year-on-year, from approximately **HKD 62.6 million** to approximately **HKD 116.9 million**[10](index=10&type=chunk) - Group gross profit decreased by approximately **HKD 8.9 million** year-on-year to **HKD 15.9 million**, with gross margin falling from **39.6% to 13.6%**[10](index=10&type=chunk) - Loss attributable to owners of the company increased **82.6%** year-on-year, from approximately **HKD 17.8 million** to **HKD 32.5 million**[10](index=10&type=chunk) Chairman's Statement [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) Despite macroeconomic challenges, the Group achieved **87% revenue growth** driven by smartphone distribution, contributing **73.4%** of total revenue, though new and building intelligence segments incurred losses due to competition, while control systems remained profitable, with future focus on strategic investments and fundraising for international development - In FY2025, group revenue reached approximately **HKD 116.9 million**, a significant increase from the previous fiscal year, primarily driven by the smartphone distribution segment, which contributed **HKD 85.8 million** in revenue, accounting for **73.4%** of total revenue[12](index=12&type=chunk) - The smartphone distribution and building intelligence segments recorded losses due to intense market competition, while the control systems segment remained profitable[13](index=13&type=chunk) - The Group will continue to explore fundraising opportunities, focusing on potential international development to deliver long-term sustainable returns to shareholders[13](index=13&type=chunk) Management Discussion and Analysis [Business Review](index=7&type=section&id=Business%20Review) The Group operates four businesses: control systems, building intelligence, data centers, and smartphone distribution; in FY2025, smartphone distribution became the main revenue source but incurred losses, building intelligence sales declined turning to loss, control systems profit grew due to credit loss reversal, and data center operations scaled down with reduced losses [Control Systems Business](index=7&type=section&id=Control%20Systems%20Business) The control systems business provides automation solutions across various industries; in FY2025, external revenue decreased to **HKD 29.5 million**, but segment profit significantly increased from **HKD 0.5 million to HKD 8.7 million**, primarily due to the reversal of expected credit loss provisions Control Systems Business Performance | Metric | FY2025 (HKD Millions) | FY2024 (HKD Millions) | | :--- | :--- | :--- | | External Revenue | 29.5 | 38.0 | | Segment Profit | 8.7 | 0.5 | [Building Intelligence Business](index=7&type=section&id=Building%20Intelligence%20Business) The building intelligence business offers visual intercom, surveillance, and smart home systems; in FY2025, sales revenue plummeted from **HKD 24.3 million to HKD 1.6 million** due to weak consumer spending and operating cost pressures, with segment results shifting from a **HKD 3.6 million profit to a HKD 11.9 million loss** Building Intelligence Business Performance | Metric | FY2025 (HKD Millions) | FY2024 (HKD Millions) | | :--- | :--- | :--- | | Revenue | 1.6 | 24.3 | | Segment (Loss)/Profit | (11.9) | 3.6 | [Data Center Business](index=8&type=section&id=Data%20Center%20Business) The data center business provides IT infrastructure leasing and hosting services; due to strategic resource reallocation towards smartphone distribution, its scale reduced, with FY2025 revenue dropping to **HKD 12,000** and segment loss significantly narrowing from **HKD 11.7 million to HKD 18,000** Data Center Business Performance | Metric | FY2025 (HKD) | FY2024 (HKD Millions) | | :--- | :--- | :--- | | Revenue | 12,000 | 0.2 | | Segment Loss | 18,000 | 11.7 | [Smartphone Distribution Business](index=8&type=section&id=Smartphone%20Distribution%20Business) Launched in July 2024, this new business primarily distributes Xiaomi products, achieving **HKD 85.9 million** in sales revenue in FY2025, but recorded a segment loss of **HKD 9.3 million** due to its early development stage and intense market competition Smartphone Distribution Business Performance | Metric | FY2025 (HKD Millions) | | :--- | :--- | | Revenue | 85.9 | | Segment Loss | 9.3 | [Business Outlook and Strategies](index=8&type=section&id=Business%20Outlook%20and%20Strategies) The Group anticipates ongoing macroeconomic challenges, with building intelligence and control systems affected by weak demand and competition, and smartphone distribution not yet profitable; strategies include cost control, leveraging technology, exploring manufacturing relocation to Australia to mitigate geopolitical risks, and seeking new ICT business opportunities - China's economy faces adverse factors such as high inflation, high interest rates, and strained Sino-US relations, suppressing consumer demand and business investment, impacting the Group's overall performance[22](index=22&type=chunk) - The Group is actively exploring the possibility of relocating manufacturing operations back to Australia to address geopolitical tensions and US tariff impacts, thereby accessing markets cautious of Chinese products[23](index=23&type=chunk) - The Group will continue to explore other business activities in the information and communication technology sector, preparing for future recovery and growth through stringent cost control and exploring potential industries like 5G and IoT[25](index=25&type=chunk) [Financial Review](index=9&type=section&id=Financial%20Review) In FY2025, total group revenue increased **87.0%** year-on-year to **HKD 116.9 million**, primarily due to the new smartphone distribution business; however, its low gross margin led to an overall group gross margin decline from **39.6% to 13.6%**, while loss attributable to owners expanded from **HKD 17.8 million to HKD 32.5 million** Revenue by Business Segment | Business Segment | 2025 Revenue (HKD Thousands) | Proportion (%) | 2024 Revenue (HKD Thousands) | Proportion (%) | | :--- | :--- | :--- | :--- | :--- | | Control Systems | 29,499 | 25.2 | 38,030 | 60.8 | | Building Intelligence | 1,553 | 1.4 | 24,305 | 38.8 | | Data Center | 12 | – | 246 | 0.4 | | Smartphone Distribution | 85,869 | 73.4 | – | – | | **Total** | **116,933** | **100.0** | **62,581** | **100.0** | - Gross profit decreased from **HKD 24.8 million** to **HKD 15.9 million**, with gross margin falling from **39.6% to 13.6%**, primarily due to the lower gross margin of the newly launched smartphone distribution business[29](index=29&type=chunk) - Loss attributable to owners of the company increased **82.6%** from **HKD 17.8 million** to **HKD 32.5 million**, mainly due to approximately **HKD 9.2 million** in fair value losses on financial assets and approximately **HKD 4.9 million** in share-based payment expenses[37](index=37&type=chunk) - Administrative and other operating expenses increased from **HKD 27.5 million** to **HKD 36.0 million**, primarily due to higher staff costs and increased share-based payment expenses[33](index=33&type=chunk) [Capital Structure, Liquidity, and Financial Resources](index=11&type=section&id=Capital%20Structure%2C%20Liquidity%2C%20and%20Financial%20Resources) To support operations and business expansion, the Group completed two fundraising activities in FY2025: a share placement in March 2024 raising approximately **HKD 23.8 million** net for general working capital, and a subscription in November 2024 raising approximately **HKD 20.7 million** net for smartphone inventory and administrative operations; as of year-end, the current ratio remained at **1.3**, but the gearing ratio increased from **15.3% to 30.5%** - A placement of **60,000,000** shares was completed in March 2024, raising net proceeds of approximately **HKD 23.8 million**, fully utilized for general working capital, including staff salaries, leases, and professional fees[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - A subscription for **74,176,000** shares was completed in November 2024, raising net proceeds of approximately **HKD 20.7 million**, fully utilized for purchasing smartphone inventory for the distribution business and the Group's administrative working capital[41](index=41&type=chunk)[43](index=43&type=chunk) - As of March 31, 2025, the Group's current ratio was **1.3** (2024: **1.3**), and the gearing ratio (net debt/total equity) was **30.5%** (2024: **15.3%**)[43](index=43&type=chunk) - As of March 31, 2025, approximately **HKD 43.0 million** of the Group's outstanding bank borrowings were overdue[44](index=44&type=chunk) [Employees and Remuneration Policy](index=14&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had **82** employees, an increase of **9** year-on-year, with annual staff costs of approximately **HKD 24.6 million**, up **33.7%**, primarily due to increased headcount and **HKD 4.9 million** in share-based payment expenses; the Group's remuneration policy is based on individual performance, experience, and industry practice, with performance-linked bonuses and share option schemes to incentivize staff, and **25.04 million** share options were granted to executive directors and employees during the reporting period Employee Data | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees (As of March 31) | 82 | 73 | | Staff Costs (HKD Millions) | 24.6 | 18.4 | - Staff costs increased **33.7%**, primarily due to an increase in the number of employees and approximately **HKD 4.9 million** in share-based payment expenses[50](index=50&type=chunk) - On April 26, 2024, the company granted a total of **25,043,200** share options under the share option scheme[52](index=52&type=chunk) Directors' Report [Principal Activities and Risks](index=19&type=section&id=Principal%20Activities%20and%20Risks) This report outlines the Group's principal activities, including automatic control systems, intelligent systems, IT leasing and hosting services, and smartphone distribution; it highlights key risks, particularly the limited profit margins in the highly competitive smartphone distribution business, alongside operational, financial (exchange rate, interest rate, liquidity), and compliance risks, detailing corresponding monitoring and management measures - The Group's principal activities include (i) automatic control systems, (ii) intelligent systems, (iii) IT infrastructure leasing and hosting, and (iv) smartphone distribution business[66](index=66&type=chunk) - The primary business risk stems from the smartphone distribution business, a highly competitive market with limited profit margins, exerting pressure on gross margins[69](index=69&type=chunk) [Major Suppliers and Customers](index=22&type=section&id=Major%20Suppliers%20and%20Customers) In the current fiscal year, the Group exhibited high reliance on major customers and suppliers; the largest customer accounted for **64.5%** of total revenue, with the top five customers collectively representing **88.5%**, while the largest supplier accounted for **84.0%** of total purchases, and the top five suppliers collectively **92.3%**, indicating significant concentration risk in both customer and supply chains Customer and Supplier Concentration | Concentration | Percentage of Total | | :--- | :--- | | Largest Customer as % of Total Revenue | 64.5% | | Top Five Customers as % of Total Revenue | 88.5% | | Largest Supplier as % of Total Purchases | 84.0% | | Top Five Suppliers as % of Total Purchases | 92.3% | [Directors and Shareholding Structure](index=23&type=section&id=Directors%20and%20Shareholding%20Structure) The Board of Directors experienced multiple changes during the reporting period; Executive Director Mr. Han Weining holds significant equity through his controlled corporations, and other major shareholders include Infinity Holding Resources Limited, the largest single shareholder with **16.53%**; the company did not purchase, redeem, or sell any listed securities during the period - Executive Director Mr. Han Weining is deemed to be interested in approximately **12.3%** of the company's shares through his wholly-owned Excel Time Investments Limited and Hong Kong Able Group Enterprise Limited[101](index=101&type=chunk)[102](index=102&type=chunk) - Major shareholder Infinity Holding Resources Limited holds **16.53%** of the company's shares, making it the largest shareholder[104](index=104&type=chunk)[105](index=105&type=chunk) [Share Option Scheme](index=27&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme in September 2022; on April 26, 2024, a total of **25,043,200** share options were granted to eligible participants at an exercise price of **HKD 0.49**; as of fiscal year-end, **14,252,800** options were exercised, with **10,790,400** remaining unexercised, and the total number of shares available for issue under the scheme represents approximately **2.41%** of issued shares - On April 26, 2024, the company granted a total of **25,043,200** share options, of which **3,596,800** were granted to Executive Director Mr. You Yiyang[110](index=110&type=chunk) - As of March 31, 2025, a total of **14,252,800** share options were exercised during the year, with **10,790,400** share options remaining unexercised[110](index=110&type=chunk)[111](index=111&type=chunk) Corporate Governance Report [Corporate Governance Practices](index=31&type=section&id=Corporate%20Governance%20Practices) The company adopted the Code Provisions of the Corporate Governance Code but had two deviations during the reporting period: the Chairman position has been vacant since January 2020 (deviation from Code Provision C.2), and consequently, the Chairman was absent from the 2024 Annual General Meeting (deviation from Code Provision F.2.2); the company is actively seeking a suitable candidate to fill the Chairman vacancy - The company deviated from Corporate Governance Code Provision C.2, as the position of Chairman of the Board has been vacant since January 3, 2020[129](index=129&type=chunk) - The company deviated from Corporate Governance Code Provision F.2.2, as the Chairman was absent from the 2024 Annual General Meeting[130](index=130&type=chunk) [Board of Directors](index=32&type=section&id=Board%20of%20Directors) As of the reporting period end, the Board comprised three executive directors, one non-executive director, and three independent non-executive directors, aligning with diversity policy; the Board held **7** meetings during the period to discuss group strategy, policies, and performance, with the company having purchased liability insurance for directors and ensured the independence of independent non-executive directors - The Board of Directors comprises seven directors, including three executive directors, one non-executive director, and three independent non-executive directors[132](index=132&type=chunk) - A total of **7** Board meetings were held during the reporting period, with generally high attendance rates from all directors[138](index=138&type=chunk) [Board Committees](index=37&type=section&id=Board%20Committees) The company established three Board committees—Audit, Remuneration, and Nomination—all chaired by independent non-executive directors; the Audit Committee oversees financial reporting, risk management, and internal controls; the Remuneration Committee sets compensation policies for directors and senior management; and the Nomination Committee reviews Board structure and nominates director candidates; all committees held meetings and fulfilled their respective duties during the reporting period - The Audit Committee, composed of three independent non-executive directors, held **2** meetings during the year, reviewing the annual and interim financial statements[151](index=151&type=chunk)[152](index=152&type=chunk) - The Remuneration Committee, composed of three independent non-executive directors, held **4** meetings during the year, reviewing the remuneration policies for directors and senior management[153](index=153&type=chunk)[154](index=154&type=chunk) - The Nomination Committee, composed of three independent non-executive directors, held **4** meetings during the year, fulfilling duties such as reviewing Board composition and assessing the independence of independent non-executive directors[155](index=155&type=chunk)[156](index=156&type=chunk) [Internal Control and Risk Management](index=41&type=section&id=Internal%20Control%20and%20Risk%20Management) The Board is ultimately responsible for the Group's risk management and internal control systems, reviewing their effectiveness at least annually; the Group has established a four-tier risk management framework involving the Board, Audit Committee, management, and risk owners, with external consultants engaged for review; the internal control system is based on the COSO framework; currently, the company has no internal audit function, as the Board deems external expert engagement more cost-effective, and will continuously assess the need for an internal audit department - The Board confirms its responsibility for risk management and internal control systems, reviewing their effectiveness at least annually, covering financial, operational, and compliance controls[167](index=167&type=chunk) - The company engaged external consultants to review the effectiveness of its risk management and internal control systems for the year ended March 31, 2025[172](index=172&type=chunk) - The company currently has no internal audit function, as the Board believes engaging external independent professionals for review is more cost-effective, and will annually assess the need for establishing an internal audit department[182](index=182&type=chunk) Environmental, Social and Governance Report [ESG Governance and Strategy](index=47&type=section&id=ESG%20Governance%20and%20Strategy) The Group established an ESG governance framework with the Board fully responsible and a working group assisting implementation; through stakeholder engagement and materiality assessment, **17** significant ESG issues were identified, including GHG emissions, waste management, employee welfare, product quality, and anti-corruption; based on this, new environmental targets were set, integrating ESG principles into daily operations and risk management - The Group has established a two-tier ESG governance framework comprising the Board and an ESG working group, with the Board bearing overall responsibility for ESG strategy and reporting[192](index=192&type=chunk)[195](index=195&type=chunk) - Through materiality assessment, the Group identified **17** significant ESG issues, with the most critical being waste management, greenhouse gas emissions, energy consumption, customer satisfaction, and product quality control[201](index=201&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk) [A. Environmental](index=52&type=section&id=A.%20Environmental) Due to reduced production scale, the Group's main operating entity, Vankos, saw decreases in total GHG emissions, non-hazardous waste, energy consumption, and water usage; however, due to fixed consumption, resource consumption densities failed to meet original FY2025 reduction targets; consequently, new targets were set using FY2025 as the baseline to reduce GHG emission, non-hazardous waste, energy, and water consumption densities by FY2030 or earlier; the Group identified and addressed climate change-related physical and transition risks - The Group failed to achieve its targets of reducing greenhouse gas emission density, non-hazardous waste density, energy consumption density, and water consumption density by FY2025, using FY2022 as the baseline year[208](index=208&type=chunk)[213](index=213&type=chunk)[220](index=220&type=chunk)[223](index=223&type=chunk) - The Group set new environmental targets: to reduce Vankos' greenhouse gas emission density, non-hazardous waste density, energy consumption density, and water consumption density by FY2030 or earlier, using FY2025 as the new baseline year[209](index=209&type=chunk)[213](index=213&type=chunk)[220](index=220&type=chunk)[224](index=224&type=chunk) Environmental Performance (Vankos) | Environmental Performance (Vankos) | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes of CO2 equivalent | 52.43 | 133.92 | | GHG Emission Density | tonnes CO2e/total annual production | 0.02 | 0.02 | | Total Non-Hazardous Waste | tonnes | 3.00 | 6.80 | | Non-Hazardous Waste Density | kg/total annual production | 0.94 | 0.91 | | Total Energy Consumption | kWh | 93,334.00 | 234,823.00 | | Energy Consumption Density | kWh/total annual production | 29.21 | 31.31 | | Total Water Consumption | cubic meters | 2,645.00 | 3,704.00 | | Water Consumption Density | cubic meters/total annual production | 0.83 | 0.49 | [B. Social](index=58&type=section&id=B.%20Social) Regarding social responsibility, the Group is committed to providing a fair, safe work environment and development opportunities for employees; as of fiscal year-end, total employees were **82**, with annual turnover rate decreasing from **57.5% to 28.1%**; the Group strictly adheres to labor standards, prohibiting child and forced labor; in supply chain management, stringent screening and evaluation standards are applied to suppliers, focusing on their environmental and social performance; for product quality, the Group follows ISO9001 standards, with no product recalls or major complaints during the year; additionally, an anti-corruption policy and whistleblowing mechanism are in place, with relevant training provided to directors and staff Employee Data | Employee Data (As of March 31) | 2025 | 2024 | | :--- | :--- | :--- | | Total Number | 82 | 73 | | Total Turnover Rate | 28.05% | 57.53% | - During the reporting period, the Group recorded no work-related injuries or fatalities among employees, nor any lost workdays due to work-related injuries[243](index=243&type=chunk) - The Group rigorously screens suppliers and encourages them to obtain international certifications such as ISO9001 and ISO14001, fostering a green supply chain[256](index=256&type=chunk)[257](index=257&type=chunk) - In FY2025, the Group had no goods recalled due to product quality, safety, or health reasons, nor did it receive any customer complaints regarding product quality or services[260](index=260&type=chunk)[262](index=262&type=chunk) - During the year, the Group provided anti-corruption training to **3** directors and **7** employees, with no corruption lawsuits or whistleblowing cases identified[268](index=268&type=chunk) Independent Auditor's Report and Financial Statements [Independent Auditor's Report](index=73&type=section&id=Independent%20Auditor's%20Report) Auditor Pacon CPA Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming they present a true and fair view of the Group's financial position and performance; a key audit matter was "Provision for Expected Credit Losses on Trade Receivables," where the auditor reviewed management's assessment methods, assumptions, and estimates, finding them supported by evidence; the report also noted that the prior year's financial statements were audited by a different auditor - The auditor issued an unmodified opinion on the consolidated financial statements[277](index=277&type=chunk) - A key audit matter was "Provision for Expected Credit Losses on Trade Receivables"; as of year-end, total trade receivables were approximately **HKD 53.46 million**, with expected credit loss provisions of approximately **HKD 22.64 million**[280](index=280&type=chunk)[281](index=281&type=chunk)[282](index=282&type=chunk) - The auditor was changed during the reporting period from National Alliance CPA Limited to Pacon CPA Limited[53](index=53&type=chunk)[125](index=125&type=chunk) [Consolidated Financial Statements](index=78&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show the Group's total revenue in FY2025 was **HKD 116.9 million**, but recorded a loss for the year of **HKD 35.83 million**, with loss attributable to owners at **HKD 32.49 million**; as of year-end, total assets were **HKD 221.4 million**, total liabilities **HKD 113.7 million**, and total equity **HKD 107.7 million**; net cash used in operating activities was **HKD 38.20 million**, while net cash from financing activities was **HKD 17.59 million**, resulting in a net decrease in cash and cash equivalents Consolidated Financial Summary | Metric (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | **Consolidated Statement of Profit or Loss** | | | | Revenue | 116,933 | 62,581 | | Gross Profit | 15,909 | 24,757 | | Operating Loss | (33,460) | (11,883) | | Loss for the Year | (35,831) | (17,768) | | Loss Attributable to Owners of the Company | (32,488) | (17,840) | | **Consolidated Statement of Financial Position (As of Year-End)** | | | | Total Assets | 221,444 | 223,095 | | Total Liabilities | 113,728 | 106,884 | | Total Equity | 107,716 | 116,211 | | **Consolidated Statement of Cash Flows** | | | | Net Cash Used in Operating Activities | (38,202) | (17,478) | | Net Cash Used in Investing Activities | (676) | (2,657) | | Net Cash Generated from Financing Activities | 17,587 | 50,784 | [Notes to the Consolidated Financial Statements (Selected)](index=85&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements%20(Selected)) The notes to the financial statements detail accounting policies and specific item information; key points include the Group's four business segments—building intelligence, control systems, data centers, and smartphone distribution—with smartphone distribution contributing **73.4%** of revenue but incurring losses; goodwill is primarily attributed to the control systems segment and passed impairment tests; trade receivables have a long aging profile with significant expected credit loss provisions; additionally, **HKD 43.03 million** in bank borrowings are in default, but are expected to be discharged through a post-year-end subsidiary disposal [Note 13: Segment Reporting](index=127&type=section&id=Note%2013%3A%20Segment%20Reporting) In FY2025, the Group's operations were divided into four reporting segments; smartphone distribution, a new business, contributed **HKD 85.87 million** in revenue but incurred a **HKD 9.31 million** loss; the control systems segment achieved **HKD 8.66 million** in profit; the building intelligence segment shifted from profit to a **HKD 11.87 million** loss; data center business losses significantly narrowed; segment assets are primarily concentrated in building intelligence and control systems Segment Performance (Year Ended March 31, 2025) | Segment (Year Ended March 31, 2025) | External Revenue (HKD Thousands) | Segment (Loss)/Profit (HKD Thousands) | | :--- | :--- | :--- | | Building Intelligence | 1,553 | (11,870) | | Control Systems | 29,499 | 8,657 | | Data Center | 12 | (18) | | Smartphone Distribution | 85,869 | (9,312) | [Note 16: Goodwill](index=137&type=section&id=Note%2016%3A%20Goodwill) As of March 31, 2025, the Group's goodwill carrying amount was **HKD 21.91 million**, entirely attributable to the control systems cash-generating unit; management performed an impairment test on this unit, calculating its value in use using a five-year cash flow forecast and a pre-tax discount rate of **15.40%**, with the assessment indicating no impairment - Goodwill carrying amount was **HKD 21.91 million** (2024: **HKD 22.17 million**), entirely attributable to the control systems cash-generating unit[457](index=457&type=chunk)[459](index=459&type=chunk) - Key assumptions used in the impairment test included a long-term growth rate of **2.0%** and a pre-tax discount rate of **15.40%**; based on the assessment, no impairment was recognized[461](index=461&type=chunk) [Note 20: Trade and Other Receivables](index=142&type=section&id=Note%2020%3A%20Trade%20and%20Other%20Receivables) As of March 31, 2025, total trade receivables amounted to **HKD 53.46 million**, with a loss allowance of **HKD 22.64 million**, representing approximately **42%**; aging analysis shows a high proportion of receivables over **181** days, with **HKD 21.32 million** over **365** days, for which a **100%** individually assessed provision has been made Aging Analysis of Trade Receivables (HKD Thousands) | Trade Receivables Aging Analysis (HKD Thousands) | 2025 | | :--- | :--- | | Not yet overdue | 12,227 | | 1 to 180 days | 7,423 | | 181 to 365 days | 12,493 | | Over 365 days | 21,315 | | **Total** | **53,458** | | Less: Loss allowance | (22,643) | | **Net amount** | **30,815** | [Note 25: Bank Borrowings](index=146&type=section&id=Note%2025%3A%20Bank%20Borrowings) As of March 31, 2025, **HKD 43.03 million** in secured bank borrowings of the Group were in default; these borrowings are secured by the Group's buildings, plant and equipment, right-of-use assets, and a director's property; the Group expects to discharge these defaulted borrowings through the post-year-end disposal of a non-wholly owned subsidiary - As of March 31, 2025, approximately **HKD 43.03 million** of the Group's bank borrowings were in default[481](index=481&type=chunk) - Subsequent to the year-end, the Group received a legally binding offer letter for a potential disposal, and upon completion, the defaulted bank borrowings are expected to be fully discharged[482](index=482&type=chunk) Five-Year Summary [Five-Year Financial Summary](index=171&type=section&id=Five-Year%20Financial%20Summary) The five-year financial summary indicates the Group consistently recorded losses over the past five years; FY2025 revenue significantly rebounded from the prior two years but remained below FY2022 levels; annual losses widened in FY2023 and FY2025, while total assets and total equity showed a declining trend over the period Five-Year Financial Summary (HKD Thousands) | Year Ended March 31 (HKD Thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Performance** | | | | | | | Revenue | 116,933 | 62,581 | 60,538 | 114,165 | 90,281 | | Loss for the Year | (35,831) | (17,768) | (43,679) | (113,773) | (16,891) | | Loss Attributable to Owners of the Company | (32,488) | (17,840) | (40,971) | (109,678) | (15,133) | | **Assets and Liabilities** | | | | | | | Total Assets | 221,444 | 223,095 | 226,023 | 271,452 | 309,714 | | Total Liabilities | (113,728) | (106,884) | (157,654) | (166,017) | (147,072) | | Equity Attributable to Owners of the Company | 107,992 | 113,173 | 69,126 | 102,893 | 156,218 |

[Financial Performance](index=2&type=section&id=Financial%20Performance) This section provides an overview of the Group's financial results, including income, financial position, and segment performance [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 March 31, 2025, the Group's revenue significantly increased by 87.0% to HKD 117 million, driven by the new smartphone distribution business, yet gross profit declined to HKD 15.91 million, leading to a widened annual loss of HKD 35.83 million due to fair value losses on financial assets and increased administrative expenses Summary of Consolidated Statement of Profit or Loss (For the year ended March 31) | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 116,933 | 62,581 | +87.0% | | Gross Profit | 15,909 | 24,757 | -35.7% | | Operating Loss | (33,460) | (11,883) | +181.6% | | Loss for the Year | (35,831) | (17,768) | +101.7% | | Loss Attributable to Owners of the Company | (32,488) | (17,840) | +82.1% | | Basic and Diluted Loss Per Share (HK cents) | (8.2) | (6.0) | +36.7% | - The expanded annual loss was primarily due to a newly recognized fair value loss of **HKD 9.21 million** on financial assets at fair value through profit or loss, alongside increased administrative and other operating expenses[3](index=3&type=chunk) [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 slightly decreased to HKD 221 million, with a significant reduction in cash and cash equivalents to HKD 11.03 million, while total equity marginally declined to HKD 108 million, and overdue bank borrowings remained at HKD 43.03 million Summary of Consolidated Statement of Financial Position (As of March 31) | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Non-current Assets | 74,103 | 85,555 | -13.4% | | Current Assets | 147,341 | 137,540 | +7.1% | | - Cash and Cash Equivalents | 11,030 | 33,373 | -66.9% | | **Total Assets** | **221,444** | **223,095** | **-0.7%** | | **Liabilities and Equity** | | | | | Current Liabilities | 113,728 | 106,884 | +6.4% | | - Bank Borrowings | 43,030 | 50,650 | -15.0% | | **Total Equity** | **107,716** | **116,211** | **-7.3%** | - The directors have noted the Group's losses and overdue bank borrowings, implementing measures to improve liquidity, including enhancing accounts receivable collection, controlling costs, and planning to dispose of subsidiaries with overdue borrowings[10](index=10&type=chunk)[11](index=11&type=chunk) [Segment Reporting](index=8&type=section&id=3.%20Segment%20Reporting) This year, the Group introduced a new "Smartphone Distribution" segment, which became the largest revenue source at HKD 85.87 million but incurred a loss of HKD 9.31 million, while traditional segments like "Building Intelligence" saw revenue plummet and "Data Center" significantly scaled down Segment Results by Business Segment (2025) | Business Segment | Revenue from External Customers (HKD thousands) | Reported Segment (Loss)/Profit (HKD thousands) | | :--- | :--- | :--- | | Building Intelligence | 1,553 | (11,870) | | Control Systems | 29,499 | 8,657 | | Data Center | 12 | (18) | | Smartphone Distribution | 85,869 | (9,312) | - The Group expanded into smartphone distribution in 2025, distributing Xiaomi brand smartphones and related products, now operating with four reportable segments[16](index=16&type=chunk) Revenue from External Customers by Geographical Region | Region | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Hong Kong | 78,924 | 246 | +32080% | | China | 31,052 | 62,335 | -50.2% | | Overseas | 6,957 | – | N/A | - Revenue from the single largest customer (Customer A, in smartphone distribution) accounted for over **10%** of total revenue this year, reaching **HKD 75.47 million**[26](index=26&type=chunk) [Management Discussion and Analysis](index=19&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed review of the Group's business operations, financial performance, and strategic outlook [Business Review and Outlook](index=19&type=section&id=Business%20Review%20and%20Outlook) In FY2025, the Group faced macroeconomic challenges, diversifying into smartphone distribution which boosted revenue but incurred initial losses, while traditional segments saw varied performance, and future strategies include cost control, exploring 5G/IoT, and potentially relocating manufacturing to Australia [Control Systems Business](index=19&type=section&id=Control%20Systems%20Business) The Control Systems segment's external revenue decreased to HKD 29.5 million, but segment profit significantly increased to HKD 8.7 million, primarily due to the reversal of expected credit loss provisions - External revenue for the Control Systems segment was **HKD 29.5 million**, representing a **22.4%** year-on-year decrease[40](index=40&type=chunk)[49](index=49&type=chunk) - Segment profit was **HKD 8.7 million**, compared to HKD 0.5 million last year, primarily due to the reversal of expected credit loss provisions[40](index=40&type=chunk) [Building Intelligence Business](index=20&type=section&id=Building%20Intelligence%20Business) Sales of "MOX" brand products in the Building Intelligence segment plummeted from HKD 24.3 million to HKD 1.6 million due to weak consumer demand and operating costs, resulting in a loss of HKD 11.9 million compared to a profit last year - Revenue from the Building Intelligence business plummeted from **HKD 24.3 million** to **HKD 1.6 million**, a **93.4%** decrease[41](index=41&type=chunk)[49](index=49&type=chunk) - The segment recorded a loss of **HKD 11.9 million**, compared to a profit of HKD 3.6 million in the prior year, primarily due to a significant sales reduction[41](index=41&type=chunk) [Data Center Business](index=20&type=section&id=Data%20Center%20Business) The Group strategically reallocated resources from the Data Center business to smartphone distribution, leading to a significant reduction in segment revenue to HKD 12 thousand and a narrowed segment loss to HKD 18 thousand - Revenue from the Data Center business decreased to **HKD 12 thousand**, with segment loss significantly narrowed to **HKD 18 thousand**, primarily due to strategic resource reallocation[42](index=42&type=chunk) [Smartphone Distribution Business](index=20&type=section&id=Smartphone%20Distribution%20Business) Launched in July 2024, the new smartphone distribution business, primarily focusing on Xiaomi brands, generated HKD 85.9 million in revenue this year but incurred a loss of HKD 9.3 million due to its nascent stage and intense market competition - The newly launched smartphone distribution business recorded revenue of **HKD 85.9 million**[44](index=44&type=chunk) - As a newly established business facing intense competition, the segment recorded a loss of **HKD 9.3 million**[44](index=44&type=chunk) [Business Outlook and Strategies](index=21&type=section&id=Business%20Outlook%20and%20Strategies) Facing a challenging environment with China's economic slowdown, high interest rates, and US-China tensions, the Group is diversifying revenue, considering relocating "MOX" manufacturing to Australia to mitigate geopolitical risks, and exploring new ICT opportunities while seeking capital through new share issues or convertible securities - The Group faces a challenging operating environment with adverse factors such as high inflation, high interest rates, and US-China tensions[45](index=45&type=chunk) - Strategically, the Group is considering relocating its manufacturing operations to Australia to address geopolitical tensions and tariff issues[47](index=47&type=chunk) - The company will continue to explore fundraising opportunities, including issuing new shares or convertible securities, to finance existing operations and potential future investments or acquisitions[48](index=48&type=chunk) [Financial Review](index=22&type=section&id=Financial%20Review) This year's financial performance shows revenue growth alongside declining profitability, with total revenue increasing by 87.0% to HKD 117 million due to smartphone distribution, but overall gross margin dropping to 13.6% and administrative expenses rising, leading to an expanded loss attributable to owners of HKD 32.5 million - Revenue significantly increased by **87.0%** year-on-year, primarily attributed to the successful launch of the smartphone distribution business with increased market demand[49](index=49&type=chunk) - Gross profit margin decreased from **39.6%** to **13.6%**, mainly due to the lower gross profit margin of the newly launched smartphone distribution business[51](index=51&type=chunk) - Administrative and other operating expenses increased by **HKD 8.5 million**, primarily due to higher staff costs and share-based payment expenses[55](index=55&type=chunk) - Loss attributable to owners expanded to **HKD 32.5 million**, mainly due to a fair value loss of approximately **HKD 9.2 million** on financial assets and approximately **HKD 4.9 million** in share-based payment expenses[60](index=60&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=24&type=section&id=Capital%20Structure%2C%20Liquidity%20and%20Financial%20Resources) This year, the Group raised approximately HKD 44.5 million net from two fundraising activities, fully utilized for working capital and inventory, yet liquidity remains tight with HKD 43 million in overdue bank borrowings, and the gearing ratio significantly increased to 30.5% - A placing completed in March 2024 raised net proceeds of approximately **HKD 23.8 million**, fully utilized for general working capital[62](index=62&type=chunk)[63](index=63&type=chunk)[65](index=65&type=chunk) - A subscription completed in November 2024 raised net proceeds of approximately **HKD 20.7 million**, fully utilized for purchasing smartphone inventory and general working capital[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) - As of March 31, 2025, the Group had approximately **HKD 43 million** in overdue outstanding bank borrowings[69](index=69&type=chunk) - The gearing ratio increased from **15%** last year to **30.5%** this year[68](index=68&type=chunk) [Corporate Governance and Other Information](index=28&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section details the Group's adherence to corporate governance standards, dividend policy, and employee-related information [Corporate Governance Practices](index=29&type=section&id=Corporate%20Governance%20Practices) This year, the company largely complied with the Corporate Governance Code, but deviated on two points: the continuous vacancy of the Chairman and CEO positions, and the inability of the Chairman to preside over the 2024 AGM due to the vacancy - The company deviated from Corporate Governance Code provision C.2 due to the vacancies in both the Chairman of the Board and Chief Executive Officer positions[81](index=81&type=chunk)[82](index=82&type=chunk) - The company deviated from Corporate Governance Code provision F.2.2 as the Chairman position was vacant, preventing the Chairman from presiding over the 2024 Annual General Meeting[81](index=81&type=chunk)[84](index=84&type=chunk) [Dividend Policy](index=16&type=section&id=Dividend%20Policy) The Board of Directors does not recommend the payment of any dividend for the year ended March 31, 2025 - No dividends were paid or proposed to the company's shareholders for the years ended March 31, 2025, and 2024[33](index=33&type=chunk)[78](index=78&type=chunk) [Employees and Remuneration Policy](index=27&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had 82 employees, with annual staff costs increasing by 33.7% to approximately HKD 24.6 million due to increased headcount and share-based payment expenses, and remuneration policy is based on performance, experience, and industry practice, supported by a share option scheme - For the year ended March 31, 2025, staff costs were approximately **HKD 24.6 million**, a **33.7%** year-on-year increase, primarily due to increased headcount and approximately **HKD 4.9 million** in share-based payment expenses[75](index=75&type=chunk) - In April 2024, the company granted a total of **25,043,200** share options to executive directors and certain employees under the share option scheme[77](index=77&type=chunk)