截至月份: 2025年8月31日 狀態: 新提交 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 呈交日期: 2025年9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) | 01737 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | 本月底法定/註冊股本總額： HKD 20,000,000 FF301 第 1 頁 共 ...

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: 亞洲實業集團 (控股) 有限公司 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) | 01737 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | 本月底法 ...

執行董事 羅國樑先生 （主席） 羅國豪先生 趙達庭先生 （行政總裁） 獨立非執行董事 何振琮先生 余德鳴先生 關毅傑先生 鮑依寧女士（於二零二四年四月一日獲委任） 董事委員會 審核委員會 目 錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 3 | | 管理層討論與分析 | 4 | | 董事及高級管理層履歷詳情 | 13 | | 企業管治報告 | 17 | | 董事會報告 | 31 | | 環境、社會及管治報告 | 44 | | 獨立核數師報告 | 68 | | 綜合損益及其他全面收益表 | 72 | | 綜合財務狀況表 | 73 | | 綜合權益變動表 | 74 | | 綜合現金流量表 | 75 | | 綜合財務報表附註 | 76 | | 財務概要 | 116 | 頁次 公司資料 董事會 關毅傑先生 （主席） 何振琮先生 余德鳴先生 鮑依寧女士（於二零二四年四月一日獲委任） 薪酬委員會 何振琮先生 （主席） 余德鳴先生 關毅傑先生 羅國樑先生 鮑依寧女士（於二零二四年四月一日獲委任） 提名委員會 余德鳴先生 （主席） 何振琮先生 關毅傑先生 羅國樑先生 鮑依寧女士（於二零二四年四月 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部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。 末期業績 亞洲實業集團（控股）有限公司（「本公司」）董事（「董事」）會（「董事會」）公佈本公司及其附屬公司（統 稱「本集團」）截至二零二五年三月三十一日止年度（「二零二五財政年度」）之綜合業績，連同截至二 零二四年三月三十一日止年度（「二零二四財政年度」）之比較數字。 A & S GROUP (HOLDINGS) LIMITED 亞 洲 實 業 集 團（控 股）有 限 公 司 （於開曼群島註冊成立的有限公司） 財務摘要 （股份代號：1737） – 1 – 截至二零二五年三月三十一日止年度之 全年業績公告 ‧ 截至二零二五年三月三十一日止年度的收益約為 553.6百萬港元，較截至二零二四年三月 三十一日止年度的約649.6百萬港元減少約14.8%。 ‧ 毛利由截至二零二四年三月三十一日止年度的約74.1百萬港元減少至截至二零二五年三月 三十一日止年度的約39.2百萬港元。 ‧ 毛利率由截至二零二四年三月三 ...

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 310,905 thousand, a slight increase of 0.3% compared to HKD 310,031 thousand in the same period of 2023[6]. - Gross profit for the same period was HKD 25,782 thousand, representing a gross margin of approximately 8.3%, compared to HKD 35,299 thousand in 2023, indicating a decline in profitability[6]. - The operating profit decreased significantly to HKD 1,577 thousand from HKD 9,064 thousand year-on-year, reflecting a decrease of approximately 82.6%[6]. - The net profit attributable to shareholders for the period was HKD 70 thousand, a drastic drop from HKD 7,149 thousand in the previous year, marking a decline of approximately 99.0%[6]. - The company reported a basic and diluted earnings per share of HKD 0.01, a significant decrease from HKD 0.71 in the previous year[6]. - Pre-tax profit for the six months ended September 30, 2024, was 70 thousand HKD, a significant decrease of 99.02% from 7,149 thousand HKD in the same period of 2023[48]. - Basic earnings per share for the six months ended September 30, 2024, was 0.01 HKD, down from 0.71 HKD in 2023, indicating a decline of 98.59%[48]. - The company recorded a profit attributable to owners of approximately HKD 70,000, down from about HKD 7.1 million in the previous period[96]. Revenue Breakdown - Revenue from air freight forwarding services was HKD 212,082,000, slightly down from HKD 217,399,000 in 2023, indicating a decrease of 2.9%[30]. - Revenue from air cargo station operations and related services increased to HKD 98,823,000 from HKD 92,632,000, reflecting a growth of 6.5%[30]. - Total revenue for the group for the six months ended September 30, 2024, was HKD 310,905,000, compared to HKD 310,031,000 in 2023, showing a marginal increase of 0.3%[30]. - Total revenue from major customers contributing over 10% to the group's revenue for 2024 was 216,834 thousand HKD, compared to 216,545 thousand HKD in 2023, reflecting a slight increase of 0.13%[36]. Assets and Liabilities - Total assets as of September 30, 2024, amounted to HKD 363,673 thousand, compared to HKD 310,347 thousand as of March 31, 2024, showing an increase of approximately 17.1%[9]. - Current assets decreased to HKD 274,256 thousand from HKD 287,519 thousand, a decline of about 4.6%[9]. - Total liabilities increased to HKD 159,478 thousand from HKD 86,222 thousand, reflecting an increase of approximately 84.8%[9]. - The company's equity totalled HKD 204,195 thousand as of September 30, 2024, down from HKD 224,125 thousand, indicating a decrease of about 8.9%[9]. - Trade receivables (net of loss provisions) as of September 30, 2024, amounted to HKD 154,924 thousand, a decrease of 6.8% from HKD 166,390 thousand as of March 31, 2024[58]. - Cash and bank balances as of September 30, 2024, were HKD 84,352 thousand, a slight decrease from HKD 84,988 thousand as of March 31, 2024[62]. - Trade payables as of September 30, 2024, were HKD 29,938 thousand, down from HKD 36,530 thousand as of March 31, 2024, reflecting a decrease of 18.2%[66]. Cash Flow and Investments - Operating cash flow for the six months ended September 30, 2024, was HKD 36,379,000, a significant increase from HKD 18,453,000 in the same period of 2023, representing a growth of 96.5%[17]. - Net cash used in investing activities was HKD (8,577,000), a significant increase from HKD (278,000) in the previous year, indicating higher investment outflows[17]. - Cash and cash equivalents decreased by HKD 636,000, compared to a decrease of HKD 6,914,000 in the same period last year, showing improved cash management[17]. - The company reported a net cash inflow from operating activities of HKD 36,379,000, which includes tax refunds of HKD 6,288,000[17]. - The group acquired property, plant, and equipment at a cost of approximately 8.8 million HKD for the six months ended September 30, 2024, compared to 0.5 million HKD in the same period of 2023[50]. Operational Efficiency and Future Outlook - The company is focusing on enhancing operational efficiency and exploring new market opportunities to improve future performance[6]. - The company has upgraded its warehouse management system, allowing for more accurate and transparent freight data[121]. - The company has upgraded its CCTV monitoring and security systems during the review period[125]. - The unutilized net proceeds are expected to be fully utilized within five months from the report date, based on the company's estimates[127]. Corporate Governance and Shareholding - The company has established an audit committee to oversee financial reporting systems and internal controls, ensuring compliance with applicable accounting standards and listing rules[153]. - The company has adhered to the corporate governance code and maintained high standards of corporate governance throughout the review period[151]. - The board of directors includes executive directors and independent non-executive directors, ensuring diverse governance[155]. - The beneficial ownership structure indicates a strong control by the major shareholders, ensuring stability in governance[132]. - The company has established a non-competition agreement to prevent any potential competition with its controlling shareholders[138]. - The controlling shareholders, Mr. Luo Guoliang and Mr. Luo Guohua, acquired their respective stakes in Dynamic Victor, holding 65% and 35% after a share transfer agreement[139].

Financial Performance - The group's revenue increased by approximately 27.7% from about HKD 508.5 million in the previous fiscal year to approximately HKD 649.6 million for the fiscal year ending March 31, 2024[13]. - Gross profit rose by approximately 61.4% from about HKD 45.9 million to approximately HKD 74.1 million, with a gross profit margin increasing from 9.0% to 11.4%[14]. - The group recorded a profit attributable to shareholders of approximately HKD 17.6 million for the fiscal year 2024, compared to HKD 8.6 million in fiscal year 2023, representing a significant increase[18]. - As of March 31, 2024, the group had net current assets of approximately HKD 204.0 million, up from HKD 141.6 million as of March 31, 2023[19]. - The total equity attributable to shareholders was approximately HKD 224.1 million as of March 31, 2024, compared to HKD 206.5 million as of March 31, 2023[19]. - The capital debt ratio decreased to approximately 4.9% as of March 31, 2024, down from 29.1% as of March 31, 2023, primarily due to a reduction in lease liabilities[21]. - The total employee costs for the fiscal year 2024 amounted to approximately HKD 142.1 million, compared to HKD 134.1 million for the previous year[25]. Business Outlook - The company is optimistic about future business performance, driven by increasing demand for air freight forwarding services and ongoing service quality improvements[8]. - The management believes that demand for transportation services, including air freight, ground transportation, and warehousing, will gradually recover in the second half of 2024[12]. - The overall economic environment remains challenging due to ongoing geopolitical tensions and the impact of the COVID-19 pandemic[6]. Strategic Initiatives - A new warehouse has been established at the Cainiao Smart Port to capture new business opportunities and reduce costs[8]. - The company plans to continue strategic cost control measures to mitigate the negative impacts of global economic uncertainties[8]. - The company aims to maintain good relationships with existing customers while actively seeking new clients to enhance revenue growth[12]. Corporate Governance - The company has a strong focus on corporate governance, with members of the board being senior members of various accounting and management associations[67][69][70]. - The management team includes professionals with extensive experience in logistics, procurement, and financial management, enhancing the company's operational capabilities[74][75][78]. - The company emphasizes independent judgment in strategy, performance, resources, and ethical standards through its board structure[66][68]. - The company has adopted the principles and code provisions of the Corporate Governance Code as per the Stock Exchange Listing Rules, ensuring compliance throughout the fiscal year 2024[81]. - The board comprises individuals with diverse backgrounds in finance, accounting, and corporate governance, ensuring a well-rounded strategic direction for the company[66][68][71]. Risk Management - The group maintains an effective internal control and risk management system to protect shareholder investments and group assets[137]. - Risk identification and assessment are conducted annually, with detailed records maintained for board and management review[138]. - The audit committee reviewed the internal control system and found it effective and sufficient for the fiscal year 2024[141]. Shareholder Communication - The company has established a shareholder communication policy to ensure timely and unbiased information dissemination to shareholders and potential investors[146]. - The company has a communication policy to ensure effective and continuous communication with shareholders[83]. Dividend Policy - The board proposed a final dividend of HKD 0.02 per share, totaling approximately HKD 20.0 million, which is a new initiative compared to no dividend in the previous fiscal year[32]. - The company will review its dividend policy continuously and retains the discretion to update or modify it at any time[155]. - The annual general meeting is scheduled for September 9, 2024, during which the proposed final dividend will require shareholder approval[158]. Compliance and Ethics - The company has implemented a whistleblowing policy to report any misconduct, reinforcing its commitment to transparency and accountability[81]. - The company has maintained high standards of business ethics and governance across all operations, with training provided to new employees on established standards[89]. - There were no significant violations or non-compliance with applicable laws and regulations during the review year[54]. Employee Development - The company is committed to employee development, workplace safety, and sustainable growth, which fosters a sense of responsibility among employees[90]. - The company has purchased three additional vehicles during the fiscal year 2024 for upgrading existing equipment and acquiring new vehicles[45]. Major Customers and Suppliers - The largest customer accounted for approximately 30% of total revenue, while the top five customers together represented about 81% of total revenue during the fiscal year 2024[183]. - The largest subcontractor accounted for approximately 49% of direct total costs, and the top five suppliers and subcontractors accounted for about 66% of direct total costs during the fiscal year 2024[183].

Financial Performance - For the fiscal year ending March 31, 2024, the company's revenue was approximately HKD 649.6 million, an increase of about 27.7% compared to approximately HKD 508.5 million for the fiscal year ending March 31, 2023[4] - Gross profit increased from approximately HKD 45.9 million for the fiscal year ending March 31, 2023, to approximately HKD 74.1 million for the fiscal year ending March 31, 2024[4] - The gross profit margin improved from approximately 9.0% for the fiscal year ending March 31, 2023, to approximately 11.4% for the fiscal year ending March 31, 2024[4] - The profit attributable to the company's owners for the fiscal year ending March 31, 2024, was approximately HKD 17.6 million, compared to approximately HKD 8.6 million for the fiscal year ending March 31, 2023[4] - Basic and diluted earnings per share for the fiscal year ending March 31, 2024, were approximately HKD 1.76, up from approximately HKD 0.86 for the fiscal year ending March 31, 2023[4] - The pre-tax profit for 2024 was HKD 17,631,000, compared to HKD 8,586,000 in 2023, reflecting a significant increase of 105.5%[27] - Basic earnings per share rose to HKD 1.76 in 2024 from HKD 0.86 in 2023, indicating a growth of 105.8%[27] - The company recorded a total comprehensive income attributable to owners of approximately HKD 17.6 million in fiscal year 2024, up from HKD 8.6 million in fiscal year 2023[42] Dividends - The board proposed a final dividend of HKD 0.02 per ordinary share, amounting to approximately HKD 20.0 million[4] - The board proposed a final dividend of HKD 0.02 per share, amounting to approximately HKD 20,000,000, subject to shareholder approval[28] - The board proposed a final dividend of HKD 0.02 per share, amounting to approximately HKD 20 million, compared to no dividend for the previous fiscal year[55] Revenue Sources - Revenue from air freight forwarding ground services increased to HKD 452,094,000 in 2024 from HKD 370,560,000 in 2023, representing a growth of 21.9%[20] - Total revenue for the year reached HKD 649,570,000, up from HKD 508,456,000 in the previous year, marking a year-on-year increase of 27.7%[20] - Major clients contributing over 10% of total revenue included Client A1 with HKD 159,183,000 (up from HKD 132,994,000), Client B1 with HKD 197,862,000 (up from HKD 165,722,000), and Client C with HKD 83,793,000 (up from HKD 78,531,000)[22] Assets and Liabilities - Trade receivables increased to approximately HKD 166.4 million from approximately HKD 143.6 million year-over-year[8] - Total assets decreased to approximately HKD 310.3 million from approximately HKD 329.2 million year-over-year[8] - Total liabilities decreased to approximately HKD 86.2 million from approximately HKD 122.7 million year-over-year[10] - Total equity increased to approximately HKD 224.1 million from approximately HKD 206.5 million year-over-year[8] - Trade receivables (net of loss provisions) increased from HKD 143.6 million in 2023 to HKD 166.4 million in 2024, with a loss provision of HKD 2.7 million in 2024 compared to HKD 1.6 million in 2023[31] Expenses - Direct labor costs increased to HKD 123,043,000 in 2024 from HKD 116,465,000 in 2023, reflecting a rise of 5.4%[24] - The total administrative and other operating expenses included employee costs of HKD 19,064,000, up from HKD 17,600,000 in the previous year, an increase of 8.3%[24] - Administrative and other operating expenses increased by approximately 2.6% to about HKD 53.7 million in fiscal year 2024, primarily due to rising employee costs[40] Cash Management and Investments - The group maintains a prudent cash management policy to ensure readiness for future growth opportunities[52] - The group has no major investments, acquisitions, or disposals planned for the fiscal year 2024[54] - The company has adhered to the corporate governance code and standards throughout the fiscal year 2024[68] - No purchases, sales, or redemptions of the company's listed securities occurred during the fiscal year 2024[69] Warehouse and Equipment Upgrades - The group is constructing a new warehouse near Hong Kong International Airport, with an area of approximately 130,000 square feet[59] - The group has purchased an additional 13 units of 16-ton trucks and one unit of 5.5-ton trucks, exceeding the initial target of acquiring two 5.5-ton trucks, three 9-ton trucks, and ten 16-ton trucks[60] - The warehouse management system has been upgraded to scan the entire air waybill package ID, enhancing data accuracy and transparency[62] - The group has installed six X-ray machines and two explosive detectors to upgrade air cargo security checks[60] - The group is currently collaborating with IT consultants to explore hardware and computer equipment upgrades[62] Financial Reporting and Audit - The audit committee has reviewed the financial statements and confirmed consistency with the preliminary announcement for the fiscal year 2024[72] - The group expects that newly issued accounting standards will not have a significant impact on the consolidated financial statements in the current or future reporting periods[18] Share Listing and Proceeds - The net proceeds from the company's share listing on the Hong Kong Stock Exchange amounted to approximately HKD 92.8 million after deducting underwriting fees and other listing expenses[64] - As of March 31, 2024, the actual usage of the net proceeds includes HKD 36.4 million allocated for establishing a new warehouse property in Chek Lap Kok, with HKD 4.6 million already utilized[64] - The company has spent HKD 3.6 million on upgrading existing equipment and acquiring additional vehicles, with three trucks purchased in the fiscal year 2024[65] - The implementation of a new IT system has seen an expenditure of HKD 8.0 million, with HKD 0.3 million already utilized[65] - The company anticipates that the unutilized net proceeds will be fully utilized within seven months from the announcement date, subject to market conditions[65] - The estimated costs for the new warehouse property include approximately HKD 19.6 million for capital expenditures, HKD 11.8 million for the first year's lease payments, and HKD 5.0 million for working capital[64] - The total unutilized net proceeds as of March 31, 2024, stand at HKD 42.0 million[64]

Financial Performance - Revenue for the six months ended September 30, 2023, was HKD 310,031,000, an increase of 22.8% compared to HKD 252,441,000 in the same period of 2022[5] - Gross profit for the same period was HKD 35,299,000, representing a gross margin of 11.4%, up from HKD 19,425,000 in 2022[5] - Operating profit increased to HKD 9,064,000, a rise of 12.7% from HKD 8,039,000 in the previous year[5] - Profit attributable to owners of the company was HKD 7,149,000, slightly down from HKD 7,262,000 in the prior year[5] - For the six months ended September 30, 2023, the total revenue was HKD 310,031,000, representing an increase of 22.8% compared to HKD 252,441,000 for the same period in 2022[23] - Air freight forwarding services generated revenue of HKD 217,399,000, up 14.1% from HKD 190,555,000 in the previous year[23] - Revenue from air cargo station operations and related services increased by 49.7% to HKD 92,632,000 from HKD 61,886,000 year-on-year[23] - The company recorded a pre-tax profit of HKD 8,365,000 for the six months ended September 30, 2023, compared to HKD 7,262,000 for the same period in 2022[53] Assets and Liabilities - Total assets as of September 30, 2023, were HKD 320,170,000, a decrease from HKD 329,200,000 as of March 31, 2023[7] - Current assets increased to HKD 271,303,000 from HKD 252,682,000, reflecting a growth of 7.4%[7] - Cash and bank balances decreased to HKD 75,780,000 from HKD 82,694,000, a decline of 8.4%[7] - Total trade receivables as of September 30, 2023, increased to HKD 169,947,000 from HKD 145,172,000 as of March 31, 2023, marking an increase of approximately 17.1%[46] - Trade payables increased to HKD 30,863,000 as of September 30, 2023, compared to HKD 20,866,000 as of March 31, 2023[51] - The total debt, including lease liabilities, was approximately HKD 35.8 million as of September 30, 2023, down from about HKD 60.1 million as of March 31, 2023[77] - The capital-to-debt ratio decreased to approximately 16.7% from 29.1% due to a reduction in lease liabilities during the review period[79] Cash Flow - The company reported a net cash outflow from operating activities of HKD 6,914,000 compared to a net inflow of HKD 6,181,000 in the previous year[13] - The company’s bank cash increased to HKD 64,752,000 as of September 30, 2023, from HKD 39,714,000 as of March 31, 2023[49] - The future undiscounted cash flow total for new leases signed for forklifts and office properties is approximately HKD 8,711,000 as of September 30, 2023, compared to HKD 4,008,000 as of March 31, 2023, indicating an increase of about 117.5%[42] Expenses - The company incurred direct labor costs of HKD 61,110,000 for the six months ended September 30, 2023, compared to HKD 61,337,000 in the same period of 2022, indicating a decrease of about 0.37%[4] - The total cost of dispatched labor rose significantly to HKD 136,001,000 in the first half of 2023, up from HKD 93,072,000 in the same period of 2022, representing an increase of approximately 46.1%[4] - Administrative and other operating expenses increased by approximately 6.1% from about HKD 26.2 million to approximately HKD 27.8 million, mainly due to higher maintenance, legal, and professional service costs[72] Dividends - The company did not declare an interim dividend for the six months ended September 30, 2023, compared to a dividend of HKD 0.025 per share amounting to approximately HKD 25,000,000 for the same period in 2022[38] - The board did not recommend the payment of an interim dividend for the review period[90] Corporate Governance - The company is committed to maintaining high standards of corporate governance, which is essential for gaining and maintaining stakeholder trust[128] - The audit committee, established on February 21, 2018, is responsible for reviewing financial information and overseeing the financial reporting system[132] - The company has complied with the corporate governance code during the review period and up to the report date[129] Shareholding Structure - As of September 30, 2023, Mr. Luo Guoliang and Mr. Luo Guohua each hold 750,000,000 shares of the company, representing 75.0% ownership through Dynamic Victor Limited[107] - Dynamic Victor Limited, as a beneficial owner, also holds 750,000,000 shares, equating to 75.0% of the company's total shares[110] - Ms. Liu Lixia, as the spouse of Mr. Luo Guoliang, is deemed to have the same ownership rights over 750,000,000 shares, representing 75.0%[110] - The ownership structure indicates a significant concentration of shares among a few individuals, which may impact corporate governance and decision-making[107] Future Plans - The company plans to continue focusing on market expansion and new product development to drive future growth[5] - The company plans to actively expand its customer base and increase revenue sources to enhance competitiveness in the logistics service industry[66] - The company anticipates that the unutilized net proceeds will be fully utilized within 14 months from the report date, depending on market conditions[104] Investments and Upgrades - The company has upgraded its warehouse CCTV monitoring equipment and security systems, which were part of the planned upgrades[96] - The company has installed 6 X-ray machines and 2 explosive detectors to enhance air cargo security checks, aligning with the standards set by the U.S. Transportation Security Administration[96] - The company has allocated HKD 8.0 million for the implementation of new information technology systems, with HKD 7.7 million remaining unutilized as of the reporting date[101] - The company has successfully launched a new human resources management system and is collaborating with the vendor to explore further improvements[98] Accounting Standards - The company has not adopted any new accounting standards that are expected to have a significant impact on the financial statements for the current or future reporting periods[21] - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and reflect historical cost accounting[19] - The company confirmed that the new accounting standards adopted did not affect previously reported amounts and are not expected to have a significant impact on current amounts[20]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對本公告全部或任何部份內容而產生或因倚賴該等內容 而引致之任何損失承擔任何責任。 A & S GROUP (HOLDINGS) LIMITED 亞 洲 實 業 集 團（控 股）有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1737） 截 至 二 零 二 三 年 九 月 三 十 日 止 六 個 月 之 中 期 業 績 公 告 亞洲實業集團（控股）有限公司（「本公司」）董事（「董事」）會（「董事會」）公佈本公司及其附屬公司（統 稱「本集團」）截至二零二三年九月三十日止六個月之未經審核中期業績，連同截至二零二二年同期 之比較數字如下： 未經審核中期簡明綜合損益及其他全面收益表 截至二零二三年九月三十日止六個月 （未經審核） 截至九月三十日止六個月 二零二三年 二零二二年 附註 千港元 千港元 收益 3 310,031 252,441 直接成本 (274,732) (233,016) ...

Financial Performance - The group's revenue decreased by approximately 2.3% from about HKD 520.2 million in the previous fiscal year to about HKD 508.5 million for the fiscal year ending March 31, 2023[14]. - Gross profit fell by approximately 42.2%, from about HKD 79.4 million in the previous fiscal year to about HKD 45.9 million, resulting in a gross margin of approximately 9.0% compared to 15.3% in the previous year[15]. - The group recorded a profit attributable to shareholders of approximately HKD 8.6 million for the fiscal year 2023, down from HKD 32.5 million in fiscal year 2022, representing a decline of about 73.5%[20]. - As of March 31, 2023, the group had net current assets of approximately HKD 141.6 million, a decrease from HKD 195.6 million as of March 31, 2022[21]. - The total equity attributable to shareholders was approximately HKD 206.5 million as of March 31, 2023, down from HKD 222.9 million a year earlier[21]. - The debt-to-equity ratio increased to approximately 29.1% as of March 31, 2023, compared to 16.6% on March 31, 2022, primarily due to the recognition of lease liabilities[23]. - The total employee cost for the fiscal year 2023 was approximately HKD 134.1 million, a slight decrease from HKD 137.3 million in the previous year[27]. - The group did not declare or propose any dividends for the fiscal year 2023, compared to a dividend of HKD 0.025 per share in fiscal year 2022[34]. Operational Developments - The overall revenue decline was primarily due to increased direct costs from leasing new warehouses and renewing existing warehouse lease agreements[7]. - The demand for air freight ground handling services is gradually recovering, with new customers acquired during the fiscal year[13]. - The company plans to construct a new warehouse of approximately 130,000 square feet near Hong Kong International Airport, with various upgrades and installations planned for operational efficiency[35]. - The company has purchased ten 16-ton trucks and one 5.5-ton truck, exceeding the initial plan of acquiring two 5.5-ton trucks and three 9-ton trucks[36]. - The group has installed six X-ray machines and two explosive detectors to upgrade air cargo security inspection facilities[36]. - The company has upgraded its existing warehouse management system and implemented a new human resources management system, which went live in Q4 2022[42]. - The company purchased an electric truck and an X-ray machine during the fiscal year 2023 to upgrade existing equipment and acquire additional vehicles[42]. Strategic Outlook - The company remains cautiously optimistic about future business performance despite ongoing global market volatility, with a focus on maintaining good relationships with existing customers and acquiring new ones[9]. - The company plans to strategically implement cost control measures to mitigate the negative impacts of global economic uncertainties[9]. - The company aims to enhance service quality and actively explore new business opportunities to maximize shareholder returns[9]. Corporate Governance - The company emphasizes high standards of corporate governance to maintain shareholder trust and create long-term value[81]. - The company has adopted the principles and code provisions of the Corporate Governance Code as per the Stock Exchange Listing Rules, ensuring compliance throughout the fiscal year 2023[82]. - The company has established policies to monitor liquidity needs regularly to maintain sufficient cash reserves for short-term and long-term obligations[46]. - The company has complied with all relevant laws and regulations, with no significant violations reported during the review year[52]. - The company has established a diversity policy for its board members, with a commitment to appoint at least one female director by December 31, 2024[85]. - The board is responsible for fostering a corporate culture that aligns with the company's vision, values, and business strategy, which is crucial for sustainable growth[90]. - The company has established three board committees: the remuneration committee, nomination committee, and audit committee, each with clear written terms of reference[105]. Risk Management - The company maintains an effective internal control and risk management system to safeguard shareholder investments and group assets[140]. - Risk identification and assessment are conducted annually, with detailed records maintained for board and management review[141]. - The audit committee reviewed the internal control system and found it effective and sufficient for the fiscal year 2023[145]. - No significant fraud or misconduct incidents affecting the financial statements were reported for the year ending March 31, 2023[146]. Shareholder Communication - Multiple communication channels have been established to ensure shareholders and potential investors receive timely and unbiased information[149]. - The board has reviewed the implementation and effectiveness of the shareholder communication policy for the fiscal year ending March 31, 2023[150]. - Shareholders can propose resolutions at the general meeting, ensuring their rights and interests are protected[136]. Environmental and Social Responsibility - The company has not incurred any direct costs related to compliance with environmental protection laws during the reporting period[49]. - The company is committed to the highest standards of integrity and ethical behavior through its anti-corruption policy[147]. - The company has not made any charitable donations in the fiscal year 2023, consistent with the previous fiscal year[168].