FF301 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9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 元力控股有限公司 (於開曼群島註冊成立的有限公司） 呈交日期: 2025年10月8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) | 01933 | 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/ ...

(於開曼群島註冊成立的有限公司) (股份代號：1933) 2025 年 9月 19 日舉行之 股東週年大會的表決結果 元力控股有限公司 (「本公司」)於 2025 年 9 月 19 日舉行之股東週年大會(「股東週年大會」) 上，以按股數投票表決方式獲本公司普通股之股份持有人(分別為「股份」及「股東」)通過所 有列載於 2025 年 7 月 25 日的股東週年大會通告的所有提呈決議案。投票表決結果如下﹕ 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 OneForce Holdings Limited 元力控股有限公司 承董事會命 元力控股有限公司 主席兼執行董事 王東斌 中國北京，2025 年 9 月 19 日 於本公告日期，董事會成員包括執行董事王東斌先生、吳戰江先生、吳洪淵先生與李抗英先 生；非執行董事楊純女士；及獨立非執行董事吳光發先生、韓彬先生及王鵬先生。 2 (a) 由於第 1 項至第 6 項決議案均獲得大部分票數投票贊成，因此所有決議案已 ...

FF301 本月底法定/註冊股本總額： HKD 20,000,000 第 1 頁 共 10 頁 v 1.1.1 致：香港交易及結算所有限公司 公司名稱: 元力控股有限公司 (於開曼群島註冊成立的有限公司） 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 呈交日期: 2025年9月1日 截至月份: 2025年8月31日 狀態: 新提交 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) | 01933 | 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 | | | 2,000,0 ...

FF301 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: 元力控股有限公司 (於開曼群島註冊成立的有限公司） 呈交日期: 2025年8月6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) | 01933 | 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 ...

[Corporate Information](index=3&type=section&id=Corporate%20Information) This section provides essential registration details, stock code, company secretary, auditors, financial calendar, and principal places of business for quick investor reference - The company's stock code is **1933**, registered in the Cayman Islands, with principal places of business in Beijing, China, and Hong Kong[4](index=4&type=chunk)[5](index=5&type=chunk)[6](index=6&type=chunk) - KPMG is the company's auditor, with the 2025 annual results announcement scheduled for June 27, 2025, and the AGM for September 19, 2025[4](index=4&type=chunk)[5](index=5&type=chunk) [Group Structure](index=5&type=section&id=Group%20Structure) This section briefly outlines the group's organizational structure, including entities registered in the Cayman Islands, British Virgin Islands, Hong Kong, and Beijing, China, highlighting its international and multi-jurisdictional operations [Group Structure Overview](index=5&type=section&id=Group%20Structure_Overview) This section briefly outlines the group's organizational structure, including entities registered in the Cayman Islands, British Virgin Islands, Hong Kong, and Beijing, China, highlighting its international and multi-jurisdictional operations - Group entities are distributed across the Cayman Islands, British Virgin Islands, Hong Kong, and Beijing, China[10](index=10&type=chunk) [Board and Committees](index=6&type=section&id=Board%20and%20Committees) This section details the composition of the company's Board of Directors, including executive, non-executive, and independent non-executive directors, along with the members and chairs of the Audit, Nomination, and Remuneration Committees [Board and Committee Composition](index=6&type=section&id=Board%20and%20Committees_Composition) This section details the composition of the company's Board of Directors, including executive, non-executive, and independent non-executive directors, along with the members and chairs of the Audit, Nomination, and Remuneration Committees - The Board comprises four executive directors (Mr. Wang Dongbin, Mr. Wu Zhanjiang, Mr. Wu Hongyuan, Mr. Li Kangying), one non-executive director (Ms. Yang Chun), and three independent non-executive directors (Mr. Wu Guangfa, Mr. Han Bin, Mr. Wang Peng)[11](index=11&type=chunk)[12](index=12&type=chunk) - Ms. Yang Chun was appointed as a non-executive director effective December 13, 2024[11](index=11&type=chunk)[12](index=12&type=chunk) - Mr. Wu Guangfa chairs the Audit Committee, Mr. Han Bin chairs the Remuneration Committee, and Mr. Wang Dongbin chairs the Nomination Committee[11](index=11&type=chunk)[12](index=12&type=chunk) [Directors and Senior Management](index=7&type=section&id=Directors%20and%20Senior%20Management) This section provides detailed profiles of the company's directors and senior management, highlighting their backgrounds, professional experience, and key responsibilities in IT, power industry, smart city IoT, financial management, and corporate governance [Directors and Senior Management Profiles](index=7&type=section&id=Directors%20and%20Senior%20Management_Profiles) This section provides detailed profiles of the company's directors and senior management, highlighting their backgrounds, professional experience, and key responsibilities in IT, power industry, smart city IoT, financial management, and corporate governance - Mr. Wang Dongbin (Chairman) has over **20 years of experience** in the IT industry, responsible for the group's overall business strategy and development[13](index=13&type=chunk)[15](index=15&type=chunk)[20](index=20&type=chunk) - Mr. Wu Zhanjiang (CEO) has over **20 years of experience** in the power industry, focusing on R&D and commercialization of smart city IoT and smart energy IoT technologies[16](index=16&type=chunk)[21](index=21&type=chunk) - Ms. Yang Chun was appointed as a non-executive director effective December 13, 2024, with over **26 years of financial management experience**[23](index=23&type=chunk)[25](index=25&type=chunk) - Ms. Zhou Renzhi was appointed CFO in December 2020, responsible for financial management and compliance assurance, with over **10 years of experience** in accounting, financial management, and capital operations[36](index=36&type=chunk)[38](index=38&type=chunk) [Chairman's Statement](index=11&type=section&id=Chairman's%20Statement) The Chairman's Statement reviews China's stable macroeconomic performance in 2024 and the challenges and opportunities facing the group's industry, emphasizing AI's potential in smart energy and smart living [Industry and Business Review](index=11&type=section&id=Chairman's%20Statement_Industry_Business_Review) The Chairman's Statement reviews China's stable macroeconomic performance in 2024 and the challenges and opportunities facing the group's industry, emphasizing AI's potential in smart energy and smart living - China's macroeconomic operations were generally stable in 2024, but economic growth momentum was weak, posing significant difficulties and pressures for the group's industry[42](index=42&type=chunk)[46](index=46&type=chunk) - The power energy industry is undergoing profound changes, with key trends including new power system construction, electricity market reform, and increased new energy consumption ratios[43](index=43&type=chunk)[46](index=46&type=chunk) - Significant breakthroughs in AI technology will bring major opportunities for application innovation across all segments of the power energy industry[43](index=43&type=chunk)[46](index=46&type=chunk) - Smart Energy is the group's foundational business, committed to providing digital and intelligent products and solutions to help energy companies innovate business value[48](index=48&type=chunk)[53](index=53&type=chunk) - Smart Living is the group's second growth curve, transferring energy industry digital platform experience to urban governance and personal life, accelerating urban resilience and adaptability[50](index=50&type=chunk)[54](index=54&type=chunk) [Development Outlook](index=12&type=section&id=Chairman's%20Statement_Outlook_Prospect) The group will maintain strategic confidence, prioritize cash flow, focus on tackling challenges, improve quality and efficiency, and accelerate towards its vision of becoming a leading smart energy, smart city, and smart living service provider - The group will maintain strategic confidence, prioritize cash flow to secure its operational foundation, and focus on tackling challenges to improve quality and efficiency[52](index=52&type=chunk)[55](index=55&type=chunk) - The group's vision is to become a leading global service provider in smart energy, smart cities, and smart living[52](index=52&type=chunk)[55](index=55&type=chunk) [CEO's Review and Management Discussion and Analysis](index=13&type=section&id=CEO's%20Review%20and%20Management%20Discussion%20and%20Analysis) This section analyzes the development status of the power IT and smart city IoT industries, reviews the group's financial performance, competitive advantages, and addresses compliance, environmental, stakeholder relations, and principal risks [Our Industry](index=13&type=section&id=CEO's%20Review%20and%20Management%20Discussion%20and%20Analysis_Our_Industry) This section analyzes the development status of the power IT and smart city IoT industries, noting China's 6.8% electricity consumption growth in 2024, ongoing power market reforms, and expanding digital economy with rising cloud computing and big data revenues - China's total electricity consumption reached **9,852.1 billion kWh** in 2024, a year-on-year increase of **6.8%**[57](index=57&type=chunk)[60](index=60&type=chunk) - China's electricity market reform continues, with a "three-step" strategy for a unified power market targeting initial completion by 2025, full completion by 2029, and refinement by 2035[57](index=57&type=chunk)[60](index=60&type=chunk) - In 2024, the added value of the digital economy's core industries accounted for approximately **10% of GDP**, with cloud computing and big data business revenue growing by **10.6%** year-on-year[59](index=59&type=chunk)[61](index=61&type=chunk) - The group's "π-core" smart IoT gateway product serves as the nerve ending for smart cities, applied in projects such as smart light poles in Mentougou District, Beijing, and smart waste classification stations in Jinan and Baoding[62](index=62&type=chunk)[66](index=66&type=chunk) [Competitive Strengths](index=14&type=section&id=CEO's%20Review%20and%20Management%20Discussion%20and%20Analysis_Competitive_Strengths) The group's competitive advantages stem from deep industry knowledge, extensive experience, and leading technological accumulation and R&D capabilities, with nearly 30 years in power IT and a comprehensive technology system - The group has nearly **30 years of experience** in power IT, with key technical and management personnel averaging over **20 years of service**[64](index=64&type=chunk)[67](index=67&type=chunk) - The group has long-term deep cooperation with State Grid and Inner Mongolia Power Company, extending IT services to oil, water conservancy, and heating energy sectors[64](index=64&type=chunk)[67](index=67&type=chunk) - The group has developed a comprehensive technology system covering cloud computing, big data, and IoT technologies, and independently developed the ARSP platform and "π-core" IoT hardware products[65](index=65&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[71](index=71&type=chunk) - The group holds **41 management qualifications**, including CMMI Level 5 and Information System Integration Level 3, along with **23 national patents** and **189 software copyrights**[70](index=70&type=chunk)[71](index=71&type=chunk) [Financial Review](index=16&type=section&id=CEO's%20Review%20and%20Management%20Discussion%20and%20Analysis_Financial_Review) This section reviews the group's financial performance for FY2025, including decreased revenue, lower gross profit margin, increased administrative expenses, and reduced net trade receivables, alongside liquidity, financial risk management, and employee remuneration policies 2025 Financial Year Revenue Details (RMB thousands) | Business Segment | 2025 | 2024 | | :--- | :--- | :--- | | Sales of software and solutions | 113,153 | 177,061 | | Provision of technical services | 214,221 | 280,587 | | Sales of products | 50,314 | 32,904 | | **Total** | **377,688** | **490,552** | - The group's revenue decreased by approximately **RMB 112.86 million** this year, primarily due to fewer projects as the group reduced projects with longer collection cycles to strengthen cash flow management[73](index=73&type=chunk) - Revenue from sales of products increased by approximately **RMB 17.41 million**, mainly driven by demand for related hardware due to the development of the ubiquitous power IoT[73](index=73&type=chunk) 2025 Financial Year Cost of Sales and Gross Profit Margin (RMB thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | **Cost of Sales** | | | | Sales of software and solutions | 98,871 | 143,203 | | Provision of technical services | 184,888 | 241,271 | | Sales of products | 42,328 | 29,000 | | **Total** | **326,087** | **413,474** | | **Gross Profit Margin** | | | | Sales of software and solutions | 12.6% | 19.1% | | Provision of technical services | 13.7% | 14.0% | | Sales of products | 15.9% | 11.9% | | **Average** | **13.7%** | **15.7%** | - The overall gross profit margin decreased from approximately **15.7% to 13.7%**, mainly due to intensified market competition, leading the group to adjust pricing for new projects to secure long-term clients[74](index=74&type=chunk)[75](index=75&type=chunk) 2025 Financial Year Administrative and Other Operating Expenses (RMB thousands) | Expense Category | 2025 | 2024 | | :--- | :--- | :--- | | Staff costs | 6,614 | 6,035 | | Research and development expenses | 26,737 | 24,510 | | Professional service fees | 4,329 | 4,898 | | Others | 16,451 | 13,055 | | **Total** | **54,131** | **48,498** | - Administrative and other operating expenses increased by approximately **RMB 5.63 million (11.6%)**, primarily due to increased upfront R&D investment for future projects and higher severance payments[77](index=77&type=chunk)[78](index=78&type=chunk) 2025 Financial Year Net Trade Receivables and Bills Receivable (RMB thousands) | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Trade receivables | 475,627 | 484,264 | | Bills receivable | 3,600 | 453 | | Total original value | 479,227 | 484,717 | | Less: Loss allowance | 67,949 | 36,985 | | **Net carrying amount** | **411,278** | **447,732** | - Net trade receivables and bills receivable decreased by approximately **RMB 36.45 million (8.1%)**, and the group will strengthen collection management to alleviate funding pressure[81](index=81&type=chunk)[82](index=82&type=chunk) - Inventories and contract costs decreased by approximately **RMB 14.37 million**, mainly due to revenue recognition and cost transfer for certain information technology construction projects[85](index=85&type=chunk)[86](index=86&type=chunk) - R&D expenditure increased by **9.1%** year-on-year, and as of March 31, 2025, the group held **23 patents** and **189 software copyrights**[88](index=88&type=chunk)[89](index=89&type=chunk) - As of March 31, 2025, the group's net current assets were approximately **RMB 236.66 million**, with a current ratio of approximately **1.77 times** (2024: 1.71 times)[90](index=90&type=chunk)[95](index=95&type=chunk) - The capital gearing ratio was **24%** (2024: 22%), with changes in liquidity primarily due to increased working capital investment for expanding new businesses, clients, and markets[91](index=91&type=chunk)[92](index=92&type=chunk)[95](index=95&type=chunk) - The group's bank borrowings were approximately **RMB 129.9 million**, bearing interest at fixed annual rates from **1.675% to 4.500%**, facing limited interest rate risk[94](index=94&type=chunk)[97](index=97&type=chunk) - As of March 31, 2025, approximately **27%** of total trade receivables and contract assets were from the largest customer, and approximately **81%** were from the top five customers, indicating high customer concentration[100](index=100&type=chunk)[104](index=104&type=chunk) - As of March 31, 2025, the group had a total of **319 employees** (2024: 517 employees), with total employee benefit expenses of approximately **RMB 80.6 million** (2024: RMB 99.8 million)[122](index=122&type=chunk)[126](index=126&type=chunk) [Compliance, Environmental, and Stakeholder Relations](index=25&type=section&id=CEO's%20Review%20and%20Management%20Discussion%20and%20Analysis_Compliance_Environmental_Stakeholders) The group emphasizes compliance with laws and regulations, environmental protection, and fostering good relationships with stakeholders, having complied with applicable laws in China and Hong Kong and actively promoting ESG initiatives - The group has complied with all applicable laws and regulations in China and Hong Kong in all material aspects during the year, and adhered to the disclosure requirements of the Listing Rules and SFO[127](index=127&type=chunk)[128](index=128&type=chunk)[132](index=132&type=chunk) - The group is committed to environmental protection, continuously identifying and controlling environmental impacts arising from its operations[129](index=129&type=chunk)[133](index=133&type=chunk) - The group values employees as precious assets, strictly adheres to labor laws, and maintains good relationships with customers and suppliers, with no significant disputes during the year[130](index=130&type=chunk)[131](index=131&type=chunk)[134](index=134&type=chunk) [Principal Risks and Uncertainties](index=25&type=section&id=CEO's%20Review%20and%20Management%20Discussion%20and%20Analysis_Principal_Risks_Uncertainties) The group faces key operational risks including reliance on major customers, seasonal fluctuations in operating performance, R&D cost risks, trade receivables impairment risks, and challenges in retaining talent, with corresponding mitigation strategies in place - The group has a high reliance on major customers (Inner Mongolia Power Group, State Grid Corporation, and China Southern Power Grid), with revenue from the top five customers accounting for over **96%** of total revenue this year[136](index=136&type=chunk)[140](index=140&type=chunk) - The group's operating performance exhibits strong seasonal fluctuations, mainly because power grid companies' internal investment approvals and project acceptance processes are concentrated in the fourth quarter[138](index=138&type=chunk)[141](index=141&type=chunk) - Continuous investment in R&D activities may not generate sufficient economic benefits in the short term, adversely affecting business and profitability[142](index=142&type=chunk)[148](index=148&type=chunk) - Rapid growth in trade receivables significantly impacts the company's cash position, posing a risk of working capital shortage[144](index=144&type=chunk)[149](index=149&type=chunk) - Intense industry competition and loss of core talent could adversely affect operating performance and profitability[146](index=146&type=chunk)[151](index=151&type=chunk) [Corporate Governance Report](index=28&type=section&id=Corporate%20Governance%20Report) This report details the company's adherence to high corporate governance standards, including compliance with the Corporate Governance Code, board responsibilities, committee functions, risk management, internal controls, and stakeholder engagement [Compliance with Corporate Governance Code](index=28&type=section&id=Corporate%20Governance%20Report_Compliance) The company is committed to maintaining high standards of corporate governance and has complied with all code provisions of the Corporate Governance Code during the year, emphasizing a quality board, effective risk management, robust internal controls, strict disclosure practices, transparency, and accountability - The company has complied with all code provisions of the Corporate Governance Code during the year[153](index=153&type=chunk)[155](index=155&type=chunk) - The company is committed to ensuring its affairs are conducted with high ethical standards, acting with integrity, transparency, and accountability[157](index=157&type=chunk)[159](index=159&type=chunk) [The Board](index=29&type=section&id=Corporate%20Governance%20Report_The_Board) The Board is responsible for setting strategic objectives, overseeing management performance, and ensuring the company's long-term development, featuring a diverse membership, separation of Chairman and CEO roles, and regular meetings for full director participation and continuous professional development - The Board is responsible for formulating and guiding the company's strategic objectives, and monitoring and overseeing the performance of business management[160](index=160&type=chunk)[165](index=165&type=chunk) - The roles of Chairman and Chief Executive Officer are separate, with Mr. Wang Dongbin serving as Chairman and Mr. Wu Zhanjiang as Chief Executive Officer[176](index=176&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk) - The Board consists of **eight directors**, including one female director, and has adopted a Board Diversity Policy[162](index=162&type=chunk)[164](index=164&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) - The company held **four Board meetings** during the year, with an overall attendance rate of **100%**[188](index=188&type=chunk)[189](index=189&type=chunk) - All directors participate in continuous professional development training to update their knowledge and skills[195](index=195&type=chunk)[200](index=200&type=chunk)[203](index=203&type=chunk) [Company Secretary](index=37&type=section&id=Corporate%20Governance%20Report_Company_Secretary) Ms. Lai Ho Yan, the Company Secretary, ensures compliance with Board procedures, efficient activities, and advises the Board on legal, regulatory, and corporate governance matters, ensuring the group's adherence to Listing Rules and relevant regulations - Ms. Lai Ho Yan was appointed Company Secretary effective August 19, 2024, responsible for company secretarial matters and reporting to the Board[37](index=37&type=chunk)[39](index=39&type=chunk)[211](index=211&type=chunk)[214](index=214&type=chunk) - The Company Secretary is responsible for ensuring the Board is fully informed of all legislative, regulatory, and corporate governance developments and provides relevant advice[208](index=208&type=chunk)[211](index=211&type=chunk) - Ms. Lai Ho Yan attended over **15 hours of relevant seminars** during the year, complying with Listing Rules requirements[214](index=214&type=chunk)[216](index=216&type=chunk) [Accountability and Audit](index=39&type=section&id=Corporate%20Governance%20Report_Accountability_Audit) This section outlines the Board's responsibility for financial reporting, including ensuring true and fair financial statements, appropriate accounting policies, complete accounting records, and asset safeguarding, with the Audit Committee playing a key role in overseeing financial reporting, internal controls, and risk management, maintaining independent communication with external auditors - The Board is responsible for preparing the annual report and financial statements, ensuring they present a true and fair view, and adopting appropriate accounting policies with reasonable judgments and estimates[219](index=219&type=chunk)[220](index=220&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk) - The Audit Committee comprises three independent non-executive directors and held **two meetings** during the year, with **100% attendance**[229](index=229&type=chunk)[230](index=230&type=chunk)[234](index=234&type=chunk) - The Audit Committee reviews interim and annual results, internal controls, corporate governance, and risk management matters, and meets with external auditors without management present[231](index=231&type=chunk)[234](index=234&type=chunk)[236](index=236&type=chunk)[238](index=238&type=chunk) - Total fees paid to KPMG for the year were approximately **RMB 2.77 million**, all for audit services[241](index=241&type=chunk)[242](index=242&type=chunk) [Risk Management, Internal Control, Legal and Regulatory Compliance](index=43&type=section&id=Corporate%20Governance%20Report_Risk_Management_Internal_Control_Legal_Regulatory_Compliance) The Board holds overall responsibility for the group's risk management, internal control, and legal compliance systems, having established an enterprise risk management framework, implemented a "top-down and bottom-up" risk review approach, and ensured system effectiveness through internal audits, with the Investor Relations and Compliance Department monitoring legal and regulatory matters - The Board holds overall responsibility for the group's risk management, internal control, and legal and regulatory compliance systems, reviewing their effectiveness at least annually[244](index=244&type=chunk)[245](index=245&type=chunk)[248](index=248&type=chunk) - The group has established an Enterprise Risk Management (ERM) framework based on the COSO model, adopting a "top-down and bottom-up" approach to identify, assess, and manage risks[250](index=250&type=chunk)[252](index=252&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk) - The group implements an internal control self-assessment process, requiring each major business unit to review, evaluate, and report on the effectiveness of internal controls[265](index=265&type=chunk)[266](index=266&type=chunk) - The Investor Relations and Compliance Department monitors daily legal affairs and regulatory compliance, reporting significant legal and regulatory matters to the Board[267](index=267&type=chunk)[268](index=268&type=chunk)[270](index=270&type=chunk) - The group places high importance on the code of conduct and handling of inside information, implementing procedures such as pre-approval of securities transactions and notification of blackout periods[272](index=272&type=chunk)[273](index=273&type=chunk)[274](index=274&type=chunk)[275](index=275&type=chunk)[276](index=276&type=chunk) - Internal auditors report directly to the Audit Committee, providing independent assurance on the effectiveness of risk management and internal control systems[277](index=277&type=chunk)[281](index=281&type=chunk) [Remuneration of Directors and Senior Management](index=50&type=section&id=Corporate%20Governance%20Report_Remuneration_of_Directors_and_Senior_Management) The Remuneration Committee reviews and recommends to the Board the remuneration packages and policies for directors and senior management, ensuring competitive compensation to attract and retain talent, with remuneration determined based on professional experience, group performance, and market conditions - The Remuneration Committee comprises **three members**, with Mr. Han Bin, an independent non-executive director, serving as Chairman[283](index=283&type=chunk)[287](index=287&type=chunk) - The Remuneration Committee is responsible for reviewing the remuneration packages, policies, and structure for individual directors and senior management, and making recommendations to the Board[284](index=284&type=chunk)[287](index=287&type=chunk) - Directors' and senior management's remuneration is determined based on their industry expertise and experience, the group's performance and profitability, and by reference to remuneration benchmarks of comparable companies and current market conditions[289](index=289&type=chunk)[291](index=291&type=chunk) 2025 Financial Year Directors' Emoluments (RMB thousands) | Director Category | Directors' Fees | Basic Salary, Allowances & Benefits in Kind | Retirement Scheme Contributions | Total Emoluments | | :--- | :--- | :--- | :--- | :--- | | Executive Directors | 886 | 2,338 | 183 | 3,485 | | Non-Executive Directors | 111 | 378 | 48 | 537 | | Independent Non-Executive Directors | 333 | - | - | 333 | | **Total** | **1,330** | **2,716** | **231** | **4,277** | 2025 Financial Year Senior Management Remuneration Range (Non-Directors) | Remuneration Range | Number of Individuals | | :--- | :--- | | HKD 0 to HKD 1,000,000 | 2 | | HKD 1,000,001 to HKD 1,500,000 | 1 | [Nomination Committee](index=52&type=section&id=Corporate%20Governance%20Report_Nomination_Committee) The Nomination Committee is responsible for reviewing the Board's structure, size, and composition, assessing the independence of independent non-executive directors, and making recommendations to the Board regarding director appointments, re-election, and succession planning, considering various factors including diversity when evaluating candidates - The Nomination Committee comprises **five members**, with Mr. Wang Dongbin, an executive director, serving as Chairman[296](index=296&type=chunk)[299](index=299&type=chunk) - Key responsibilities include reviewing the Board's structure, assessing the independence of independent non-executive directors, and making recommendations on director appointments/re-election and succession planning[297](index=297&type=chunk)[299](index=299&type=chunk) - Candidate evaluation considers integrity and reputation, financial services industry experience, time commitment, and diversity elements (including gender, age, cultural and educational background, ethnicity, etc.)[301](index=301&type=chunk)[302](index=302&type=chunk) - The Nomination Committee held **two meetings** during the year, with **100% attendance**[306](index=306&type=chunk) [Non-Competition Undertaking](index=53&type=section&id=Corporate%20Governance%20Report_Non-Competition_Undertaking) The founding shareholders have provided a non-competition undertaking to the company and confirmed compliance with its terms during the review period, with the Board satisfied that the founding shareholders have adhered to this undertaking - Each founding shareholder has provided a non-competition undertaking to the company[308](index=308&type=chunk)[310](index=310&type=chunk) - The founding shareholders have confirmed compliance with the terms of the non-competition undertaking during the review period, with no matters requiring Board deliberation[308](index=308&type=chunk)[310](index=310&type=chunk) [Dividend Policy](index=54&type=section&id=Corporate%20Governance%20Report_Dividend_Policy) The company's dividend policy aims to pay stable dividends to shareholders, with a basic policy of paying interim and final dividends each financial year, and the Board will consider liquidity, shareholder interests, financial performance, capital needs, and overall business conditions when deciding on dividend declarations - The company's primary objective is to pay stable dividends to shareholders, with a basic policy of paying interim and final dividends each financial year[311](index=311&type=chunk)[312](index=312&type=chunk) - The Board will consider factors such as liquidity, shareholder interests, financial performance, capital needs, and overall business conditions when deciding on dividend declarations[313](index=313&type=chunk)[314](index=314&type=chunk) - The Board will not declare dividends if the company is insolvent or would become insolvent after paying dividends, or if otherwise required by law[313](index=313&type=chunk)[314](index=314&type=chunk) [Relationship with Shareholders and Other Stakeholders](index=55&type=section&id=Corporate%20Governance%20Report_Relationship_with_Shareholders_and_Other_Stakeholders) The group actively promotes investor relations and communication with the investment community, providing clear and comprehensive information to shareholders through various channels, regularly reviewing its shareholder communication policy for effectiveness, and encouraging shareholder participation in general meetings - The group actively promotes investor relations and communication with the investment community, responding to inquiries through regular briefings, announcements, conference calls, and presentations[315](index=315&type=chunk)[320](index=320&type=chunk) - A shareholder communication policy has been adopted and is regularly reviewed to ensure shareholders and the investing public have convenient and timely access to the group's latest developments[315](index=315&type=chunk)[320](index=320&type=chunk) - Shareholders may request to convene an extraordinary general meeting and propose agenda items in accordance with the Articles of Association[317](index=317&type=chunk)[321](index=321&type=chunk) - The company held one general meeting during the year, where all resolutions were passed, and voting results were published on the company's and the Stock Exchange's websites[319](index=319&type=chunk)[322](index=322&type=chunk) [Environmental, Social and Governance Responsibility](index=56&type=section&id=Corporate%20Governance%20Report_Environmental_Social_and_Governance_Responsibility) The group is committed to long-term sustainable business development, actively fulfilling its Environmental, Social, and Governance (ESG) responsibilities, and has established a working group to promote ESG initiatives, with the relevant ESG report published on the company's and the Stock Exchange's websites - The group is committed to the long-term sustainable development of its business and actively fulfills its Environmental, Social, and Governance (ESG) responsibilities[325](index=325&type=chunk)[326](index=326&type=chunk) - The group has established a working group to promote ESG initiatives and activities, and continues to increase its investment in ESG efforts[325](index=325&type=chunk)[326](index=326&type=chunk) - Environmental and social matters for the year are detailed in the company's 2025 ESG Report, published on the company's and the Stock Exchange's websites[325](index=325&type=chunk)[326](index=326&type=chunk) [Directors' Report](index=57&type=section&id=Directors'%20Report) This report provides an overview of the group's principal activities, business review, financial performance, reserves, charitable donations, director information, compliance, and shareholder-related matters [Principal Activities](index=57&type=section&id=Directors'%20Report_Principal_Activities) The group, as an IT service provider, primarily engages in technology research and application promotion in power IT and smart city IoT, offering customized software, solutions, technical services, and end products to energy enterprises, government, and corporate clients - The group's principal activities are technology research and application promotion in power IT and smart city IoT[328](index=328&type=chunk)[332](index=332&type=chunk) - The group provides customized software and solutions, technical services, and end products to various energy enterprises, government, and corporate clients[328](index=328&type=chunk)[332](index=332&type=chunk) [Business Review](index=57&type=section&id=Directors'%20Report_Business_Review) This section provides a comprehensive business review, including financial review, Chairman's Statement, Management Discussion and Analysis, principal risks and uncertainties, financial risk management, and corporate governance report, all forming part of this report - The business review covers financial review, Chairman's Statement, Management Discussion and Analysis, principal risks and uncertainties, financial risk management, and corporate governance report[329](index=329&type=chunk)[334](index=334&type=chunk) - Details on the group's environmental policies and performance, stakeholder relationships, and compliance will be included in the ESG Report to be published in July 2025[334](index=334&type=chunk) [Group (Loss)/Profit](index=58&type=section&id=Directors'%20Report_Group_Loss_Profit) This section discloses the group's performance for FY2025, showing a recorded loss, and the Board's decision not to recommend a dividend payment - The group recorded a loss for the 2025 financial year[335](index=335&type=chunk)[339](index=339&type=chunk) - The Board does not recommend the payment of a dividend for the year ended March 31, 2025 (2024: nil)[336](index=336&type=chunk)[340](index=340&type=chunk) [Reserves](index=58&type=section&id=Directors'%20Report_Reserves) This section explains the changes in the group's and company's reserves during the year and states the amount of reserves available for distribution to shareholders - As of March 31, 2025, the company's reserves available for distribution to shareholders (including share premium and retained losses) were approximately **RMB 129.26 million** (2024: approximately RMB 141.28 million)[337](index=337&type=chunk)[341](index=341&type=chunk) [Charitable Donations](index=58&type=section&id=Directors'%20Report_Charitable_Donations) The group made no charitable donations during the year - The group made no charitable donations during the year (2024: nil)[338](index=338&type=chunk)[342](index=342&type=chunk) [Directors](index=59&type=section&id=Directors'%20Report_Directors) This section lists the Board members for the year and up to the report date, detailing arrangements for directors' retirement by rotation and re-election, and confirming the independence of independent non-executive directors - Mr. Han Bin, Mr. Wang Dongbin, and Mr. Wu Hongyuan are due to retire by rotation at the upcoming AGM and are eligible for re-election[344](index=344&type=chunk)[349](index=349&type=chunk) - Ms. Yang Chun's term of office is until the first AGM following her appointment, at which time she will be eligible for re-election[345](index=345&type=chunk)[349](index=349&type=chunk) - The company has received written confirmations of independence from all independent non-executive directors and considers all independent non-executive directors to be independent[345](index=345&type=chunk)[349](index=349&type=chunk) [Directors' Service Contracts](index=59&type=section&id=Directors'%20Report_Directors'_Service_Contracts) This section confirms that no directors proposed for re-election at the upcoming AGM have entered into service contracts with the company or its subsidiaries that are not terminable within one year without compensation - No directors proposed for re-election at the upcoming AGM have entered into unexpired service contracts with the company or any of its subsidiaries that are not terminable within one year without payment of compensation (other than statutory compensation)[347](index=347&type=chunk)[350](index=350&type=chunk) [Compliance with Relevant Laws and Regulations Materially Affecting the Company](index=59&type=section&id=Directors'%20Report_Compliance_with_Relevant_Laws_and_Regulations) The Board confirms that throughout the year, the company has not experienced any breaches of relevant laws and regulations materially affecting the company - Throughout the year, the directors are not aware of any breaches by the company of relevant laws and regulations materially affecting the company[348](index=348&type=chunk)[351](index=351&type=chunk) [Permitted Indemnity Provisions](index=60&type=section&id=Directors'%20Report_Permitted_Indemnity%20Provisions) The company's Articles of Association stipulate that directors may be indemnified for losses incurred in the performance of their duties, and directors' liability insurance is in place to protect them - The Articles of Association stipulate that directors may be indemnified from the company's assets and profits[352](index=352&type=chunk)[357](index=357&type=chunk) - The company has directors' liability insurance in place to protect directors from potential costs and liabilities[352](index=352&type=chunk)[357](index=357&type=chunk) [Directors' Interests in Material Transactions, Arrangements and Contracts](index=60&type=section&id=Directors'%20Report_Directors'_Interests_in_Transactions) During the year, neither the company, its ultimate holding company, any fellow subsidiaries, nor subsidiaries entered into any material transactions, arrangements, or contracts in which a director or an entity connected with a director had a material interest - As of the end of the year or at any time during the year, the company had not entered into any material transactions, arrangements, or contracts in which a director or an entity connected with a director had a material interest[353](index=353&type=chunk)[358](index=358&type=chunk) [Management Contracts](index=60&type=section&id=Directors'%20Report_Management_Contracts) During the year, no contracts concerning the management and administration of the whole or any substantial part of the company's business were entered into or subsisted - During the year, no contracts concerning the management and administration of the whole or any substantial part of the company's business were entered into or subsisted[354](index=354&type=chunk)[359](index=359&type=chunk) [Directors' Interests in Competing Business](index=60&type=section&id=Directors'%20Report_Competing_Business_Interests_of_Directors) During the year and up to the date of this report, no director had any interest in any business that directly or indirectly competes or may compete with the business of the company and its subsidiaries - During the year and up to the date of this report, no director had any interest in any business that directly or indirectly competes or may compete with the business of the company and its subsidiaries[355](index=355&type=chunk)[360](index=360&type=chunk) [Related Party and Connected Transactions](index=60&type=section&id=Directors'%20Report_Related_Party_and_Connected_Transactions) During the year, the company did not enter into any connected transactions requiring disclosure under the Listing Rules, and the group's related party transactions, disclosed in Note 28 to the consolidated financial statements, complied with applicable disclosure requirements - The company did not enter into any connected transactions requiring disclosure under the Listing Rules during the year[356](index=356&type=chunk)[361](index=361&type=chunk) - The group's related party transactions entered into during the year are disclosed in Note 28 to the consolidated financial statements and complied with the applicable disclosure requirements of Chapter 14A of the Listing Rules[356](index=356&type=chunk)[361](index=361&type=chunk) [Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures](index=61&type=section&id=Directors'%20Report_Directors'_and_Chief_Executives'_Interests_and_Short_Positions_in_Shares) This section discloses the interests and short positions of the company's directors and chief executives in the company's shares, underlying shares, and debentures as of March 31, 2025, primarily through controlled corporations Directors' Long Positions in Company Shares and Underlying Shares (as of March 31, 2025) | Director | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Wang Dongbin | Interest in controlled corporation | 60,000,000 | 11.91% | | Li Kangying | Interest in controlled corporation | 60,000,000 | 11.91% | | Wu Zhanjiang | Interest in controlled corporation | 60,000,000 | 11.91% | - The share interests of Mr. Wang Dongbin, Mr. Li Kangying, and Mr. Wu Zhanjiang are all held through their wholly-owned controlled corporations[367](index=367&type=chunk) [Interests and Short Positions of Shareholders Discloseable Under the SFO](index=63&type=section&id=Directors'%20Report_Interests_and_Short_Positions_of_Shareholders_Discloseable_Under_the_SFO) This section discloses the interests or short positions of other major shareholders (excluding directors and chief executives) in the company's shares or underlying shares as of March 31, 2025, discloseable under the SFO, including spouse interests, beneficial owners, and interests in controlled corporations Major Shareholders' Long Positions in Company Shares and Underlying Shares (as of March 31, 2025) | Name/Company Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Xiong Weiqin | Spouse interest | 60,000,000 | 11.91% | | An Ning | Spouse interest | 60,000,000 | 11.91% | | Zhang Jianhua | Spouse interest | 60,000,000 | 11.91% | | Smart East | Beneficial owner | 60,000,000 | 11.91% | | Main Wealth | Beneficial owner | 60,000,000 | 11.91% | | Union Sino | Beneficial owner | 60,000,000 | 11.91% | | Long Eagle | Beneficial owner | 60,000,000 | 11.91% | | Toplight Management Limited | Interest in controlled corporation | 60,000,000 | 11.91% | | Cao Mingda | Founder of discretionary trust | 60,000,000 | 11.91% | | Trident Trust Company (Cayman) Limited | Trustee | 60,000,000 | 11.91% | | Pang Ziqian | Spouse interest | 60,000,000 | 11.91% | | Chance Talent | Beneficial owner | 35,784,000 | 7.10% | | CCBI Investments | Interest in controlled corporation | 35,784,000 | 7.10% | | China Construction Bank Corporation | Interest in controlled corporation | 35,784,000 | 7.10% | | Central Huijin Investment Ltd. | Interest in controlled corporation | 35,784,000 | 7.10% | | Great Attain International Limited | Beneficial owner | 124,191,177 | 24.64% | - Great Attain International Limited is owned **25%** each by Smart East, Long Eagle, Main Wealth, and Union Sino[376](index=376&type=chunk) [Share Option Scheme](index=66&type=section&id=Directors'%20Report_Share_Option_Scheme) The company adopted a share option scheme on February 5, 2018, to incentivize and reward selected participants; as of the report date, all granted options have lapsed, no options were granted this year, and the company will comply with the amended Listing Rule 17.03A by only granting options to eligible participants - The company adopted a share option scheme on February 5, 2018, to incentivize or reward selected participants who have contributed to the group[377](index=377&type=chunk)[380](index=380&type=chunk) - As of the report date, all options granted under the share option scheme on July 30, 2018, have lapsed, with no outstanding unexercised options[378](index=378&type=chunk)[381](index=381&type=chunk) - The company will comply with the amendments to Listing Rule 17.03A by only granting share options to eligible participants[379](index=379&type=chunk)[381](index=381&type=chunk) - The authorized limit for the share option scheme is a maximum of **50,392,717 shares**, representing approximately **10%** of the total issued shares[388](index=388&type=chunk)[390](index=390&type=chunk)[399](index=399&type=chunk)[401](index=401&type=chunk) - The exercise price of a share option must be at least the higher of the closing price on the grant date and the average closing price for the five business days immediately preceding the grant date[392](index=392&type=chunk)[395](index=395&type=chunk) - The share option scheme is valid for **ten years** from February 5, 2018, with approximately **three years remaining**[400](index=400&type=chunk)[402](index=402&type=chunk) [Share Award Scheme](index=71&type=section&id=Directors'%20Report_Share_Award_Scheme) The company adopted a share award scheme on July 27, 2018, to recognize and incentivize eligible participants and attract talent; as of March 31, 2025, **8,512,000 shares** have been net repurchased from the market for the scheme but not yet granted to any participants - The company adopted a share award scheme on July 28, 2018, to recognize contributions, provide incentives, and attract talent[403](index=403&type=chunk)[406](index=406&type=chunk) - As of March 31, 2025, a cumulative net total of **8,512,000 shares** have been repurchased from the market for the share award scheme but have not yet been granted to any eligible participants[410](index=410&type=chunk)[413](index=413&type=chunk)[829](index=829&type=chunk)[830](index=830&type=chunk) - The total number of shares granted under the share award scheme is capped at **3%** of the company's issued share capital, with a **1%** cap for any single participant[411](index=411&type=chunk)[414](index=414&type=chunk) - The share award scheme is valid for **10 years** from July 27, 2018, with approximately **three years remaining**[419](index=419&type=chunk)[424](index=424&type=chunk) [Equity-Linked Agreements](index=74&type=section&id=Directors'%20Report_Equity-Linked_Agreements) Other than the share option scheme, the company did not enter into or have any equity-linked agreements during the year that would or could result in the issuance of company shares - Other than the share option scheme, the company did not enter into any equity-linked agreements during the year that would or could result in the issuance of company shares[425](index=425&type=chunk)[430](index=430&type=chunk) [Pre-emptive Rights](index=74&type=section&id=Directors'%20Report_Pre-emptive_Rights) There are no provisions in the company's Articles of Association or Cayman Islands law concerning pre-emptive rights that would require the company to offer new shares proportionally to existing shareholders - There are no provisions in the Articles of Association or Cayman Islands law concerning pre-emptive rights that would require the company to offer new shares proportionally to existing shareholders[426](index=426&type=chunk)[431](index=431&type=chunk) [Tax Relief](index=74&type=section&id=Directors'%20Report_Tax_Relief) The company is not aware of any tax relief granted to shareholders for holding shares - The company is not aware of any tax relief granted to shareholders for holding shares[427](index=427&type=chunk)[432](index=432&type=chunk) [Shares/Debentures Issued](index=74&type=section&id=Directors'%20Report_Shares_Debentures_Issued) The company did not issue any shares or debentures during the year - The company did not issue any shares or debentures during the year[428](index=428&type=chunk)[433](index=433&type=chunk) [Arrangements to Enable Directors to Acquire Shares and Debentures](index=74&type=section&id=Directors'%20Report_Arrangements_to_Enable_Directors_to_Acquire_Shares_and_Debentures) Except as disclosed in this annual report, no rights were granted to any director or their spouse/minor children to acquire benefits by purchasing company shares or debentures, nor were there any such arrangements, at any time during the year - Except as disclosed in this annual report, no rights were granted to any director or their respective spouse or minor children to acquire benefits by purchasing company shares or debentures at any time during the year[429](index=429&type=chunk)[435](index=435&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=75&type=section&id=Directors'%20Report_Purchase_Sale_or_Redemption_of_Listed_Securities) During the year, neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's listed securities - During the year, neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's listed securities[436](index=436&type=chunk)[437](index=437&type=chunk) [Major Customers and Suppliers](index=75&type=section&id=Directors'%20Report_Major_Customers_and_Suppliers) This section discloses the percentage of the group's revenue from major customers and purchases from major suppliers for the year, indicating high customer and supplier concentration 2025 Financial Year Major Customers and Suppliers Proportion | Metric | Percentage of Group's Total Revenue | | :--- | :--- | | Single largest customer | 34.28% | | Top five customers combined | 95.65% | | **Metric** | **Percentage of Group's Total Purchases** | | Single largest supplier | 33.35% | | Top five suppliers combined | 60.62% | - No director, their close associates, or any shareholder held interests in the aforementioned major customers and/or suppliers[440](index=440&type=chunk)[443](index=443&type=chunk) [Events After the Reporting Period](index=75&type=section&id=Directors'%20Report_Events_After_the_Reporting_Period) As of the date of this report, there have been no other significant events after the end of the reporting period - As of the date of this report, there have been no other significant events after the end of the reporting period[441](index=441&type=chunk)[444](index=444&type=chunk) [Public Float](index=75&type=section&id=Directors'%20Report_Public_Float) During the year, at least **25%** of the company's total issued share capital was held by the public, complying with Listing Rules requirements - During the year, at least **25%** of the company's total issued share capital was held by the public, complying with Listing Rules requirements[442](index=442&type=chunk)[445](index=445&type=chunk) [Annual General Meeting](index=76&type=section&id=Directors'%20Report_Annual_General_Meeting) The Annual General Meeting will be held on September 19, 2025, with details to be published on the company's and the Stock Exchange's websites - The Annual General Meeting will be held on Friday, September 19, 2025[446](index=446&type=chunk)[449](index=449&type=chunk) - Shareholders should refer to the circular published on the company's and the Stock Exchange's websites for details of the Annual General Meeting[446](index=446&type=chunk)[449](index=449&type=chunk) [Closure of Register of Members](index=76&type=section&id=Directors'%20Report_Closure_of_Register_of_Members) To determine eligibility for attending and voting at the Annual General Meeting, the company will suspend its share register from September 16 to September 19, 2025 - To determine eligibility for attending and voting at the Annual General Meeting, the company will suspend its share register from Tuesday, September 16, 2025, to Friday, September 19, 2025[447](index=447&type=chunk)[450](index=450&type=chunk) - All share transfer documents must be submitted to the Hong Kong share registrar by **4:30 p.m. on September 15, 2025**, for registration[447](index=447&type=chunk)[450](index=450&type=chunk) [Auditor](index=76&type=section&id=Directors'%20Report_Auditor) The group's consolidated financial statements for FY2025 have been audited by KPMG, who will retire and are eligible for re-appointment at the upcoming Annual General Meeting - The group's consolidated financial statements for the year have been audited by KPMG, Certified Public Accountants[448](index=448&type=chunk)[451](index=451&type=chunk) - KPMG will retire but is eligible and willing to be re-appointed at the upcoming Annual General Meeting[448](index=448&type=chunk)[451](index=451&type=chunk) - There has been no change in the company's auditor over the past three years[452](index=452&type=chunk) [Independent Auditor's Report](index=77&type=section&id=Independent%20Auditor's%20Report) This report presents KPMG's independent audit opinion on the group's consolidated financial statements, including the basis for their opinion, key audit matters, and responsibilities of both directors and auditors [Opinion](index=77&type=section&id=Independent%20Auditor's%20Report_Opinion) Independent auditor KPMG believes the group's consolidated financial statements truly and fairly reflect its financial position as of March 31, 2025, and its financial performance and cash flows for the year then ended, prepared in accordance with International Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance - KPMG has audited the group's consolidated financial statements and believes they truly and fairly reflect the group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended[453](index=453&type=chunk)[454](index=454&type=chunk)[456](index=456&type=chunk) - The consolidated financial statements have been properly prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and the disclosure requirements of the Hong Kong Companies Ordinance[454](index=454&type=chunk)[456](index=456&type=chunk) [Basis for Opinion](index=77&type=section&id=Independent%20Auditor's%20Report_Basis_for_Opinion) The auditor conducted the audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants, confirmed independence from the group, fulfilled relevant ethical responsibilities, and believes the audit evidence obtained is sufficient and appropriate - The auditor conducted the audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants[455](index=455&type=chunk)[457](index=457&type=chunk) - The auditor is independent of the group and has fulfilled ethical responsibilities in accordance with the Code of Ethics for Professional Accountants[455](index=455&type=chunk)[457](index=457&type=chunk) - The auditor believes that the audit evidence obtained is sufficient and appropriate to provide a basis for the audit opinion[455](index=455&type=chunk)[457](index=457&type=chunk) [Key Audit Matters](index=78&type=section&id=Independent%20Auditor's%20Report_Key_Audit_Matters) Key audit matters include revenue recognition from contracts and the allowance for expected credit losses on trade receivables and contract assets, which were thoroughly reviewed by the auditor due to significant management judgment and their material impact on the financial statements - Revenue recognition from contracts is a key audit matter because it constitutes a significant portion of the group's revenue and involves significant management judgment in assessing inherent uncertainties[461](index=461&type=chunk)[467](index=467&type=chunk) - The allowance for expected credit losses on trade receivables and contract assets is a key audit matter due to its substantial balance and the significant management judgment required for its estimation[472](index=472&type=chunk) - The auditor reviewed internal controls over contract revenue recognition, contract terms, percentage of completion assessment, and cost estimates[462](index=462&type=chunk)[464](index=464&type=chunk)[466](index=466&type=chunk)[467](index=467&type=chunk) - The auditor assessed internal controls over expected credit loss allowances, group policies, aging report classification, and the appropriateness of management's estimates[473](index=473&type=chunk)[475](index=475&type=chunk) [Information Other Than the Consolidated Financial Statements and Auditor's Report Thereon](index=82&type=section&id=Independent%20Auditor's%20Report_Information_Other_Than_the_Consolidated_Financial_Statements_and_Auditor's_Report_Thereon) Directors are responsible for other information in the annual report beyond the consolidated financial statements and auditor's report; the auditor's opinion does not cover this other information, but they review it for material inconsistencies or misstatements with the consolidated financial statements - Directors are responsible for all information in the annual report other than the consolidated financial statements and the auditor's report thereon[476](index=476&type=chunk)[482](index=482&type=chunk) - The auditor's opinion on the consolidated financial statements does not cover the other information, but they review it for material inconsistencies or misstatements with the consolidated financial statements[476](index=476&type=chunk)[477](index=477&type=chunk)[482](index=482&type=chunk) [Responsibilities of the Directors for the Consolidated Financial Statements](index=82&type=section&id=Independent%20Auditor's%20Report_Responsibilities_of_the_Directors_for_the_Consolidated_Financial_Statements) Directors are responsible for preparing consolidated financial statements that present a true and fair view in accordance with International Financial Reporting Standards and the Hong Kong Companies Ordinance, ensuring effective internal controls, and assessing the group's ability to continue as a going concern - Directors are responsible for preparing consolidated financial statements that present a true and fair view in accordance with International Financial Reporting Standards and the Hong Kong Companies Ordinance[479](index=479&type=chunk)[483](index=483&type=chunk) - Directors are responsible for ensuring effective internal controls to prevent material misstatement in the consolidated financial statements due to fraud or error[479](index=479&type=chunk)[483](index=483&type=chunk) - Directors are responsible for assessing the group's ability to continue as a going concern and disclosing related matters as applicable[480](index=480&type=chunk)[483](index=483&type=chunk) [Auditor's Responsibilities for the Audit of the Consolidated Financial Statements](index=83&type=section&id=Independent%20Auditor's%20Report_Auditor's_Responsibilities_for_the_Audit_of_the_Consolidated_Financial_Statements) The auditor's objective is to obtain reasonable assurance that the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, applying professional judgment and skepticism to identify and assess risks, understand internal controls, evaluate accounting policies, and communicate audit findings to the Audit Committee - The auditor's objective is to obtain reasonable assurance that the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error[484](index=484&type=chunk)[485](index=485&type=chunk)[486](index=486&type=chunk) - The auditor exercises professional judgment, maintains professional skepticism, identifies and assesses risks of material misstatement, and designs and performs audit procedures[486](index=486&type=chunk)[487](index=487&type=chunk) - The auditor communicates the planned scope and timing of the audit, significant audit findings, including any significant deficiencies in internal control, to the Audit Committee[489](index=489&type=chunk)[491](index=491&type=chunk)[493](index=493&type=chunk)[495](index=495&type=chunk) - The engagement partner for this independent auditor's report is Zhu Wenwei[497](index=497&type=chunk) [Consolidated Statement of Profit or Loss](index=86&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) This statement presents the group's financial performance for the year ended March 31, 2025, showing revenue, cost of sales, gross profit, other income, expenses, and the resulting loss for the year [Consolidated Statement of Profit or Loss Overview](index=86&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss_Summary) This consolidated statement of profit or loss shows that for the year ended March 31, 2025, the group's revenue was **RMB 377,688 thousand**, a decrease from **RMB 490,552 thousand** in the prior year, resulting in a loss before tax of **RMB 43,320 thousand** and a loss attributable to equity holders of the company of **RMB 37,550 thousand**, with basic/diluted loss per share of **RMB 7.58 cents** Consolidated Statement of Profit or Loss Key Data (RMB thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 377,688 | 490,552 | | Cost of sales | (326,087) | (413,474) | | Gross profit | 51,601 | 77,078 | | Other income | 972 | 2,173 | | Selling expenses | (6,093) | (6,600) | | Administrative and other operating expenses | (54,131) | (48,498) | | Impairment losses on trade receivables, contract assets and other receivables | (30,747) | (11,894) | | Operating (loss)/profit | (38,398) | 12,259 | | Finance costs | (4,952) | (3,832) | | Share of profit of an associate | 30 | 9 | | (Loss)/profit before taxation | (43,320) | 8,436 | | Income tax | 5,770 | (79) | | (Loss)/profit for the year attributable to equity holders of the Company | (37,550) | 8,357 | | Basic/diluted (loss)/earnings per share (RMB cents) | (7.58) | 1.69 | - Revenue for the year decreased by approximately **23%** year-on-year, from **RMB 490,552 thousand** to **RMB 377,688 thousand**[499](index=499&type=chunk) - The group shifted from a profit last year to a loss, with a loss before tax of **RMB 43,320 thousand**, compared to a profit of **RMB 8,436 thousand** in the prior year[499](index=499&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=87&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement presents the group's total comprehensive income for the year ended March 31, 2025, including the loss for the year and other comprehensive income items [Consolidated Statement of Profit or Loss and Other Comprehensive Income Overview](index=87&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income_Summary) This consolidated statement of profit or loss and other comprehensive income shows that for the year ended March 31, 2025, the group recorded a loss for the year of **RMB 37,550 thousand**, compared to a profit of **RMB 8,357 thousand** last year; other comprehensive income (after tax) for the year was primarily exchange differences on translation to presentation currency of **RMB 96 thousand**, resulting in a total comprehensive loss for the year attributable to equity holders of the company of **RMB 37,454 thousand** Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (RMB thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | (Loss)/profit for the year | (37,550) | 8,357 | | Other comprehensive income for the year (after tax) | | | | - Exchange differences on translation to presentation currency | 96 | 264 | | Total comprehensive income for the year attributable to equity holders of the Company | (37,454) | 8,621 | - The group shifted from a profit last year to a loss, with a loss for the year of **RMB 37,550 thousand**, compared to a profit of **RMB 8,357 thousand** in the prior year[501](index=501&type=chunk) - Exchange differences had a minor impact on comprehensive income, amounting to **RMB 96 thousand** in 2025 and **RMB 264 thousand** in 2024[501](index=501&type=chunk) [Consolidated Statement of Financial Position](index=88&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) This statement presents the group's financial position as of March 31, 2025, detailing its assets, liabilities, and equity [Consolidated Statement of Financial Position Overview](index=88&type=section&id=Consolidated%20Statement%20of%20Financial%20Position_Summary) This consol

[Financial Summary](index=1&type=section&id=Financial%20Summary) This section provides an overview of Oneforce Holdings Limited's financial performance, highlighting key changes in revenue, profit, and operational metrics for FY2025 [Financial Summary](index=1&type=section&id=Financial%20Summary_Details) Oneforce Holdings Limited experienced a significant decline in revenue and gross profit, resulting in a net loss for the year ended March 31, 2025 Financial Summary for FY2025 and FY2024 (RMB thousand yuan) | Indicator | Year Ended March 31, 2025 (RMB thousand yuan) | Year Ended March 31, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Revenue | 377,688 | 490,552 | | Gross Profit | 51,601 | 77,078 | | Other Income | 972 | 2,173 | | Administrative and Other Operating Expenses | 54,131 | 48,498 | | Impairment Losses | 30,747 | 11,894 | | (Loss)/Profit Attributable to Equity Holders | (37,550) | 8,357 | | (Loss)/Earnings Per Share (RMB cents) | (7.58) | 1.69 | - Revenue decreased by approximately **RMB 112,864,000**, a **23.0% decline** year-on-year, primarily due to fewer projects and the Group's strategy to reduce projects with longer collection cycles to enhance cash flow management[3](index=3&type=chunk) - Gross profit decreased by approximately **RMB 25,477,000**, a **33.1% decline** year-on-year, with the overall gross profit margin falling from approximately **15.7% to 13.7%**, mainly due to intensified market competition leading to adjusted quotations for new projects[3](index=3&type=chunk) - The Group turned from profit to a loss attributable to equity holders of approximately **RMB 45,907,000**, primarily due to decreased gross profit, an increase in impairment losses on trade and contract assets of approximately **RMB 18,853,000**, and an increase in finance costs of approximately **RMB 1,120,000**[3](index=3&type=chunk) [Chairman's Report](index=2&type=section&id=Chairman%27s%20Report) This section outlines the Group's strategic focus on the power energy sector, emphasizing operational stability, efficiency improvements, and strategic transformation amidst macroeconomic shifts and technological advancements [Industry and Business Review](index=2&type=section&id=Industry%20and%20Business%20Review) China's power energy sector is transforming amidst a weak economy, with the Group focusing on cash collection, efficiency, and strategic transformation - China's macroeconomic growth momentum is weak, but the power energy industry faces both growth opportunities and pressures for transformation[5](index=5&type=chunk) - China is steadfastly advancing the construction of new power systems and deepening power market reforms, aiming to increase the proportion of new energy consumption[5](index=5&type=chunk) - The power energy sector is deeply integrating with digitalization and intelligent technologies, with breakthroughs in AI bringing significant opportunities for application innovation across all segments[5](index=5&type=chunk) - The Group strategically focuses on cash collection, improving human and cost efficiency, maintaining stable operations, and advancing strategic transformation for high-quality development[5](index=5&type=chunk) [Smart Energy](index=2&type=section&id=Smart%20Energy) Smart energy is the Group's core business, driven by the urgent demand for intelligent systems and AI integration in the evolving power sector - Smart energy is the Group's foundational business, with the clean transformation of power systems and electrification of end-use energy driving urgent demand for smart energy systems[6](index=6&type=chunk) - The Group continuously integrates information technology with energy technology, providing digital and intelligent products and solutions to empower the energy industry chain[6](index=6&type=chunk) - AI technology is considered a revolutionary tool for addressing major challenges in the power system, including energy structure transformation, dynamic supply-demand balance, new energy consumption, and power market transactions[6](index=6&type=chunk) - The Group aligns with the "Dual Carbon" strategy, collaborating across the energy industry chain to jointly build and share energy interconnection for green and low-carbon development[6](index=6&type=chunk) [Next-Generation Information Technology, New Energy Technology, and Smart Manufacturing Technology](index=3&type=section&id=Next-Generation%20Information%20Technology%2C%20New%20Energy%20Technology%2C%20and%20Smart%20Manufacturing%20Technology) Digital technologies, especially AI, are reshaping industries, leading the Group to leverage its energy expertise for smart city solutions as a second growth curve - Breakthroughs in next-generation information technology, new energy technology, and smart manufacturing technology, especially AI and large model research, are leading industrial upgrades and reshaping market competition rules[7](index=7&type=chunk) - The Group positions smart cities as its second growth curve, leveraging its experience and technological reserves in energy industry informatization to enhance urban resilience and improve residents' quality of life through digital solutions[7](index=7&type=chunk) [Development Outlook](index=3&type=section&id=Development%20Outlook) The Group prioritizes cash flow and operational stability, aiming to become a leading global provider of smart energy, city, and living services - The Group will maintain strategic confidence, prioritize cash flow, safeguard its operational foundation, and focus on tackling challenges, improving quality, and enhancing efficiency[8](index=8&type=chunk) - The Group's vision is to become a "globally leading smart energy, smart city, and smart living service provider"[8](index=8&type=chunk) [Financial Review](index=4&type=section&id=Financial%20Review) This section details the Group's financial performance, including revenue, cost of sales, administrative expenses, and key balance sheet items [Revenue](index=4&type=section&id=Revenue) Total revenue decreased due to fewer software and technical service projects, while product sales saw an increase Revenue by Business Segment (RMB thousand yuan) | Business Segment | Year Ended March 31, 2025 (RMB thousand yuan) | Year Ended March 31, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Sales of Software and Solutions | 113,153 | 177,061 | | Provision of Technical Services | 214,221 | 280,587 | | Sales of Products | 50,314 | 32,904 | | **Total** | **377,688** | **490,552** | - Revenue from sales of software and solutions decreased by approximately **RMB 63,908,000** year-on-year, and revenue from provision of technical services decreased by approximately **RMB 66,366,000**, mainly due to fewer projects and cash flow management strategies[11](index=11&type=chunk) - Revenue from sales of products increased by approximately **RMB 17,410,000**, primarily driven by hardware demand from the development of ubiquitous power IoT[11](index=11&type=chunk) [Cost of Sales and Gross Profit Margin](index=5&type=section&id=Cost%20of%20Sales%20and%20Gross%20Profit%20Margin) Despite a decrease in cost of sales, the overall gross profit margin declined due to intensified market competition and adjusted project quotations Cost of Sales and Gross Profit Margin by Business Segment | Business Segment | 2025 Cost of Sales (RMB thousand yuan) | 2024 Cost of Sales (RMB thousand yuan) | 2025 Gross Profit Margin | 2024 Gross Profit Margin | | :--- | :--- | :--- | :--- | :--- | | Sales of Software and Solutions | 98,871 | 143,203 | 12.6% | 19.1% | | Provision of Technical Services | 184,888 | 241,271 | 13.7% | 14.0% | | Sales of Products | 42,328 | 29,000 | 15.9% | 11.9% | | **Total/Average** | **326,087** | **413,474** | **13.7%** | **15.7%** | - The overall gross profit margin decreased from approximately **15.7% to 13.7%**, primarily due to intensified market competition, leading the Group to adjust quotations for new projects to secure long-term clients[12](index=12&type=chunk) [Administrative and Other Operating Expenses](index=6&type=section&id=Administrative%20and%20Other%20Operating%20Expenses) Administrative and other operating expenses increased, primarily driven by higher research and development investments and increased severance payments Administrative and Other Operating Expenses Details (RMB thousand yuan) | Expense Category | Year Ended March 31, 2025 (RMB thousand yuan) | Year Ended March 31, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Staff Costs | 6,614 | 6,035 | | Research and Development Expenses | 26,737 | 24,510 | | Professional Service Fees | 4,329 | 4,898 | | Others | 16,451 | 13,055 | | **Total** | **54,131** | **48,498** | - Administrative and other operating expenses increased by approximately **RMB 5,633,000**, representing an **11.6% increase** compared to the previous year[13](index=13&type=chunk) - Research and development expenses increased by approximately **RMB 2,227,000**, mainly due to increased upfront R&D investment for future projects[13](index=13&type=chunk) - Other expenses increased by approximately **RMB 3,396,000**, primarily due to an increase in severance payments of approximately **RMB 4,087,000**[13](index=13&type=chunk) [Trade and Bills Receivables](index=7&type=section&id=Trade%20and%20Bills%20Receivables) The net value of trade and bills receivables decreased, prompting the Group to strengthen collection management to alleviate cash flow pressure Trade and Bills Receivables Details (RMB thousand yuan) | Indicator | As of March 31, 2025 (RMB thousand yuan) | As of March 31, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Trade Receivables | 475,627 | 484,264 | | Bills Receivables | 3,600 | 453 | | Total Original Value | 479,227 | 484,717 | | Less: Loss Allowance | 67,949 | 36,985 | | **Net Value** | **411,278** | **447,732** | - The net value of trade and bills receivables decreased by approximately **RMB 36,454,000**, an **8.1% decrease** compared to the previous year[14](index=14&type=chunk) - The Group will continue to strengthen collection management, formulate collection plans, and implement various measures to enhance collection efforts and alleviate cash flow pressure[14](index=14&type=chunk) [Inventories and Contract Costs](index=7&type=section&id=Inventories%20and%20Contract%20Costs) Inventories and contract costs decreased as certain informatization construction projects recognized revenue and transferred costs during the year Inventories and Contract Costs Details (RMB thousand yuan) | Category | As of March 31, 2025 (RMB thousand yuan) | As of March 31, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Software Systems Under Development | 44,335 | 58,704 | - Inventories and contract costs decreased by approximately **RMB 14,369,000**, mainly because some informatization construction projects recognized revenue and transferred costs during the year[15](index=15&type=chunk) [Research and Development Expenses](index=8&type=section&id=Research%20and%20Development%20Expenses) Research and development expenses increased, reflecting the Group's continuous investment in R&D and intellectual property accumulation - The Group's research and development expenses increased by **9.1%** compared to the previous year[17](index=17&type=chunk) - As of March 31, 2025, the Group's operating subsidiaries have cumulatively applied for/registered **23 patents** and **189 software copyrights** (2024: 25 patents and 185 software copyrights)[17](index=17&type=chunk) [Consolidated Financial Statements](index=9&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial performance and position, highlighting the shift from profit to loss and changes in key financial metrics [Consolidated Statement of Profit or Loss](index=9&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group reported a net loss for the year, driven by significant declines in revenue and gross profit, coupled with increased impairment losses and finance costs Key Data from Consolidated Statement of Profit or Loss (RMB thousand yuan) | Indicator | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Revenue | 377,688 | 490,552 | | Cost of Sales | (326,087) | (413,474) | | Gross Profit | 51,601 | 77,078 | | Operating (Loss)/Profit | (38,398) | 12,259 | | (Loss)/Profit Before Tax | (43,320) | 8,436 | | (Loss)/Profit for the Year Attributable to Equity Holders of the Company | (37,550) | 8,357 | | Basic/Diluted (RMB cents) | (7.58) | 1.69 | - Operating profit turned into an operating loss of **RMB 38,398 thousand yuan** for the year, compared to a profit of RMB 12,259 thousand yuan in the prior year[18](index=18&type=chunk) - Impairment losses on trade receivables, contract assets, and other receivables significantly increased from **RMB 11,894 thousand yuan to RMB 30,747 thousand yuan**[18](index=18&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=10&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group recorded a total comprehensive loss attributable to equity holders for the year ended March 31, 2025, following a net loss Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income (RMB thousand yuan) | Indicator | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | (Loss)/Profit for the Year | (37,550) | 8,357 | | Exchange Differences on Translation of Financial Statements to Presentation Currency | 96 | 264 | | Total Comprehensive Income for the Year Attributable to Equity Holders of the Company | (37,454) | 8,621 | [Consolidated Statement of Financial Position](index=11&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) The Group's net current assets, total assets less current liabilities, and net assets all decreased, reflecting declines across various asset categories Key Data from Consolidated Statement of Financial Position (RMB thousand yuan) | Indicator | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Non-current Assets | 20,116 | 28,770 | | Current Assets | 544,993 | 627,735 | | Current Liabilities | 308,337 | 367,437 | | Net Current Assets | 236,656 | 260,298 | | Total Assets Less Current Liabilities | 256,772 | 289,068 | | Non-current Liabilities | 17,138 | 11,980 | | Net Assets | 239,634 | 277,088 | | Total Equity | 239,634 | 277,088 | - Net current assets amounted to **RMB 236,656 thousand yuan**, a decrease from RMB 260,298 thousand yuan in the prior year[20](index=20&type=chunk) - Property, plant and equipment decreased from **RMB 6,226 thousand yuan to RMB 4,192 thousand yuan**, and intangible assets decreased from **RMB 3,335 thousand yuan to RMB 827 thousand yuan**[20](index=20&type=chunk) - Bank balances and cash decreased from **RMB 62,891 thousand yuan to RMB 56,151 thousand yuan**[20](index=20&type=chunk) [Notes to Financial Information Extracted from the Consolidated Financial Statements Prepared in Accordance with IFRS](index=12&type=section&id=Notes%20to%20Financial%20Information%20Extracted%20from%20the%20Consolidated%20Financial%20Statements%20Prepared%20in%20Accordance%20with%20IFRS) This section provides detailed notes on the Group's financial information, covering company details, significant accounting policies, key judgments, and breakdowns of various financial statement items [Company Information](index=12&type=section&id=Company%20Information) Oneforce Holdings Limited, listed on the HKEX, primarily engages in software system design, technical services, product sales for power grid companies, and smart city infrastructure development in China - The Company was incorporated in the Cayman Islands on **July 5, 2016**, and listed on the Main Board of the Stock Exchange of Hong Kong on **March 2, 2018**[21](index=21&type=chunk) - The Group's principal activities include designing, implementing, enhancing, and upgrading software systems for power grid and distribution companies in China, providing technical services, selling products, and investing in, constructing, and operating smart city infrastructure[21](index=21&type=chunk) [Significant Accounting Policies](index=12&type=section&id=Significant%20Accounting%20Policies) Financial statements are prepared under IFRS on a historical cost and going concern basis, despite a net loss, due to expected bank support and cash flow management - The financial statements are prepared in accordance with all applicable International Financial Reporting Standards issued by the International Accounting Standards Board and the requirements of the Hong Kong Companies Ordinance[22](index=22&type=chunk) - For the year ended March 31, 2025, the Group recorded a net loss of **RMB 37,550,000** (2024: net profit of RMB 8,357,000)[23](index=23&type=chunk) - Despite the net loss, the financial statements are prepared on a going concern basis, as directors believe the Group has sufficient financial resources to continue operations for at least 12 months, considering solid relationships with major banks, shareholder guarantees, and cash flow forecasts[23](index=23&type=chunk) [Statement of Compliance](index=12&type=section&id=Statement%20of%20Compliance) These financial statements comply with IFRS, the Hong Kong Companies Ordinance, and HKEX Listing Rules, incorporating new and revised IFRS effective for the period - The financial statements are prepared in accordance with International Financial Reporting Standards and the Hong Kong Companies Ordinance, and comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[22](index=22&type=chunk) [Basis of Preparation of the Financial Statements](index=12&type=section&id=Basis%20of%20Preparation%20of%20the%20Financial%20Statements) The financial statements are prepared on a historical cost and going concern basis, supported by net current assets and anticipated bank loan renewals despite the current year's net loss - The measurement basis used in the preparation of the financial statements is the historical cost basis[23](index=23&type=chunk) - The Group's net current assets exceed current liabilities by **RMB 236,656,000**, and it is expected to obtain renewal of bank loans, thus the financial statements are prepared on a going concern basis[23](index=23&type=chunk) [Changes in Accounting Policies](index=13&type=section&id=Changes%20in%20Accounting%20Policies) The Group applied IFRS amendments issued by the IASB, which did not significantly impact its current accounting period's performance or financial position - The Group has applied amendments to International Financial Reporting Standards issued by the International Accounting Standards Board to the financial statements for the current accounting period[26](index=26&type=chunk) - None of the above developments had a significant impact on the Group's results and financial position for the current accounting period or on the preparation or presentation thereof[26](index=26&type=chunk) [Accounting Judgments and Estimates](index=13&type=section&id=Accounting%20Judgments%20and%20Estimates) Management makes significant accounting judgments and estimates for revenue recognition, impairment provisions, and asset valuation, which could materially affect future financial reporting - Management's significant judgments in applying International Financial Reporting Standards and the key sources of estimation uncertainty that have a significant effect on the financial statements are outlined[25](index=25&type=chunk)[27](index=27&type=chunk) [Service Contracts](index=13&type=section&id=Service%20Contracts) Revenue recognition for uncompleted service projects relies on estimates of contract outcomes and work performed, with actual results potentially differing and impacting future financial results - Revenue recognition for uncompleted service projects depends on estimates of the total outcome of service contracts and the work performed to date[28](index=28&type=chunk) - Actual results regarding total costs or revenue may be higher or lower than estimates at the end of the reporting period, which will affect revenue and profit recognized as adjustments to amounts accounted for to date in future years[28](index=28&type=chunk) [Impairment of Trade and Contract Assets](index=14&type=section&id=Impairment%20of%20Trade%20and%20Contract%20Assets) Impairment provisions for trade and contract assets are based on expected loss rates, and changes in these assumptions could lead to additional impairment losses - Impairment provisions for trade and contract assets are calculated based on assumptions regarding expected loss rates[30](index=30&type=chunk) - Changes in assumptions and estimates can significantly impact the assessment results, and may require additional impairment to be deducted from profit or loss[30](index=30&type=chunk) [Inventory Provision](index=14&type=section&id=Inventory%20Provision) Inventories are valued at the lower of cost and net realizable value, with management's estimates influencing write-downs or reversals and affecting net assets - Inventories are stated at the lower of cost and net realizable value, with management estimating net realizable value based on current market conditions and past experience[31](index=31&type=chunk) - Any change in assumptions will increase or decrease the inventory write-down or the corresponding reversal of the write-down, and thus affect the Group's net assets[31](index=31&type=chunk) [Impairment of Property, Plant and Equipment and Intangible Assets](index=14&type=section&id=Impairment%20of%20Property%2C%20Plant%20and%20Equipment%20and%20Intangible%20Assets) Impairment losses are recognized when asset carrying amounts are unrecoverable, requiring significant judgment on future cash flows to determine recoverable amounts - Impairment losses may be recognized if circumstances indicate that the carrying amount of property, plant and equipment or intangible assets is not recoverable[32](index=32&type=chunk) - The recoverable amount is the higher of fair value less costs to sell and value in use, with determining value in use requiring significant judgment on revenue levels and operating cost amounts[32](index=32&type=chunk) [Income Tax](index=14&type=section&id=Income%20Tax) Current tax is calculated based on taxable income and applicable rates, considering preferential treatments, with actual tax potentially differing from estimated amounts - The Group calculates current tax based on taxable income for the year, applying tax rates enacted or substantively enacted at the end of the reporting period, and considering preferential tax rates and reliefs[33](index=33&type=chunk) - Actual current tax at the end of the reporting period may be higher or lower than the estimated amount[33](index=33&type=chunk) [Revenue and Segment Reporting](index=15&type=section&id=Revenue%20and%20Segment%20Reporting) The Group's revenue is disaggregated by business segment, with operations primarily in China, and performance managed based on gross profit - The Group is principally engaged in the design, implementation, enhancement, and upgrading of software systems and provision of technical services for power grid and distribution companies in China, as well as the sale of products[34](index=34&type=chunk) [Revenue Disaggregation](index=15&type=section&id=Revenue%20Disaggregation) Revenue from software and technical services declined, while product sales increased, with notable shifts in contributions from major customers Revenue by Major Service Items (RMB thousand yuan) | Service Item | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Sales of Software and Solutions | 113,153 | 177,061 | | Provision of Technical Services | 214,221 | 280,587 | | Sales of Products | 50,314 | 32,904 | | **Total** | **377,688** | **490,552** | Revenue from Customers Accounting for 10% or More of the Group's Revenue (RMB thousand yuan) | Customer | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Customer A | 129,455 | 70,005 | | Customer B | 84,232 | 161,954 | | Customer C | 73,796 | 96,366 | | Customer D | 59,901 | 89,703 | [Segment Reporting](index=16&type=section&id=Segment%20Reporting) The Group manages its business through three reportable segments: software and solutions, technical services, and products, all operating in China - The Group manages its business by business lines, which are segmented into three reportable segments: software and solutions, technical services, and products[37](index=37&type=chunk)[38](index=38&type=chunk) - The measure used for reporting segment profit is gross profit[37](index=37&type=chunk) - All of the Group's operations and customers are located in China, and all non-current assets are also located in or allocated to operations in China[41](index=41&type=chunk) [Other Income](index=18&type=section&id=Other%20Income) Other income decreased due to the termination of the VAT super deduction policy, with remaining income primarily from VAT refunds Other Income Details (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | VAT Super Deduction | - | 985 | | VAT Refund | 721 | 962 | | Others | 251 | 226 | | **Total** | **972** | **2,173** | - The VAT super deduction policy terminated on **December 31, 2023**, resulting in zero income from this item for the current year[42](index=42&type=chunk) [(Loss)/Profit Before Tax](index=19&type=section&id=Loss%2FProfit%20Before%20Tax) The Group recorded a loss before tax, influenced by staff costs, depreciation, increased impairment losses, and reduced outsourced labor costs - (Loss)/Profit before tax is stated after deducting items such as staff costs, depreciation and amortization, impairment losses, operating lease expenses, auditor's remuneration, research and development costs, and outsourced labor costs[43](index=43&type=chunk)[45](index=45&type=chunk) [Staff Costs](index=19&type=section&id=Staff%20Costs) Total staff costs decreased, comprising salaries, wages, other benefits, and contributions to defined contribution retirement plans Staff Costs Details (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Salaries, Wages and Other Benefits | 75,066 | 92,910 | | Contributions to Defined Contribution Retirement Plans | 5,519 | 6,935 | | **Total** | **80,585** | **99,845** | [Other Items](index=19&type=section&id=Other%20Items) Impairment losses on trade and contract assets significantly increased, while outsourced labor costs and cost of inventories sold both decreased Other Items Details (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Depreciation and Amortization | 4,933 | 7,530 | | Impairment Losses on Trade Receivables, Contract Assets and Other Receivables | 30,747 | 11,894 | | Research and Development Costs (excluding amortization) | 26,737 | 24,510 | | Outsourced Labor Costs | 211,987 | 346,409 | | Cost of Inventories Sold | 325,439 | 412,283 | - Impairment losses on trade receivables, contract assets, and other receivables increased from **RMB 11,894 thousand yuan to RMB 30,747 thousand yuan**[45](index=45&type=chunk) - Outsourced labor costs decreased from **RMB 346,409 thousand yuan to RMB 211,987 thousand yuan**[45](index=45&type=chunk) [Income Tax in Consolidated Statement of Profit or Loss](index=20&type=section&id=Income%20Tax%20in%20Consolidated%20Statement%20of%20Profit%20or%20Loss) Income tax for the year was negative, primarily due to deferred tax movements, with R&D super deduction and tax concessions impacting the effective tax expense Tax in Consolidated Statement of Profit or Loss (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Current Tax – PRC Enterprise Income Tax | - | 2,277 | | Deferred Tax – Origination and Reversal of Temporary Differences | (5,770) | (2,198) | | **Total** | **(5,770)** | **79** | [Reconciliation of Tax Expense and Accounting (Loss)/Profit Before Tax at Applicable Tax Rates](index=21&type=section&id=Reconciliation%20of%20Tax%20Expense%20and%20Accounting%20Loss%2FProfit%20Before%20Tax%20at%20Applicable%20Tax%20Rates) The expected tax on loss before tax was negative, with R&D super deduction and tax concessions significantly influencing the actual tax expense, and subsidiaries enjoying a preferential 15% tax rate Reconciliation of Tax Expense and Accounting (Loss)/Profit Before Tax (RMB thousand yuan) | Item | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | (Loss)/Profit Before Tax | (43,320) | 8,436 | | Expected Tax on (Loss)/Profit Before Tax | (10,554) | 2,413 | | Tax Effect of R&D Super Deduction | (342) | (5,044) | | Tax Concession | 4,064 | (142) | | **Actual Tax Expense** | **(5,770)** | **79** | - The Group's subsidiaries established in China (Beijing Ailangrui Technology Co., Ltd. and Beijing Aipuzhicheng Network Technology Co., Ltd.) enjoy a preferential PRC Enterprise Income Tax rate of **15%** for the period from October 18, 2022, to October 17, 2025[47](index=47&type=chunk) [Directors' Remuneration](index=22&type=section&id=Directors%27%20Remuneration) Total directors' remuneration increased, comprising fees, salaries, allowances, benefits in kind, and retirement scheme contributions, with a new non-executive director appointed Total Directors' Remuneration (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Directors' Fees | 1,330 | 1,197 | | Salaries, Allowances and Benefits in Kind | 2,716 | 2,326 | | Retirement Scheme Contributions | 231 | 180 | | **Total** | **4,277** | **3,703** | - Ms. Yang Chun was appointed as a Non-executive Director of the Company, effective **December 13, 2024**[48](index=48&type=chunk) [Five Highest Paid Individuals](index=23&type=section&id=Five%20Highest%20Paid%20Individuals) Two directors were among the five highest-paid individuals, and total remuneration for non-director highest-paid individuals decreased Total Remuneration for Non-Director Highest Paid Individuals (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Salaries and Other Remuneration | 2,714 | 3,535 | | Retirement Scheme Contributions | 201 | 256 | | **Total** | **2,915** | **3,791** | - The remuneration of two (2024: one) directors among the five highest-paid individuals is disclosed in note 8[50](index=50&type=chunk) [(Loss)/Earnings Per Share](index=23&type=section&id=Loss%2FEarnings%20Per%20Share) Basic loss per share was RMB 7.58 cents, with no diluted loss/earnings per share presented due to the absence of potential ordinary shares (Loss)/Earnings Per Share (RMB cents) | Indicator | 2025 (RMB cents) | 2024 (RMB cents) | | :--- | :--- | :--- | | Basic/Diluted (RMB cents) | (7.58) | 1.69 | - Basic loss per share is calculated based on the loss attributable to equity holders of the Company of **RMB 37,550,000** and the weighted average number of **495,415,177** ordinary shares outstanding[51](index=51&type=chunk) - Diluted (loss)/earnings per share is not presented as there were no potential ordinary shares in issue during the year[53](index=53&type=chunk) [Property, Plant and Equipment](index=24&type=section&id=Property%2C%20Plant%20and%20Equipment) The net book value of property, plant and equipment decreased due to depreciation, disposals, and impairment losses on leasehold improvements Net Book Value of Property, Plant and Equipment (RMB thousand yuan) | Category | As of March 31, 2025 (RMB thousand yuan) | As of March 31, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Motor Vehicles, Office Equipment and Other Equipment | 301 | 550 | | Leasehold Improvements | 3,514 | 4,542 | | Right-of-use Assets | 377 | 1,134 | | **Total** | **4,192** | **6,226** | - Leasehold improvements primarily relate to an agreement by a Group subsidiary with Mentougou District Economic and Information Bureau to acquire a 10-year right to use lamp poles and renovate them to provide smart city infrastructure services[54](index=54&type=chunk) [Intangible Assets](index=25&type=section&id=Intangible%20Assets) The net book value of intangible assets significantly decreased due to amortization expenses and impairment losses during the year Net Book Value of Intangible Assets (RMB thousand yuan) | Category | As of March 31, 2025 (RMB thousand yuan) | As of March 31, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Software and Patents | 827 | 3,335 | - Impairment losses on intangible assets amounted to **RMB 22,418 thousand yuan** for the period from April 1, 2023, to March 31, 2025[55](index=55&type=chunk) [Investments in Subsidiaries](index=26&type=section&id=Investments%20in%20Subsidiaries) The Group holds wholly-owned subsidiaries engaged in software system design, technical services, product sales, and smart city infrastructure across China, BVI, and Hong Kong - The Group owns several wholly-owned subsidiaries, including Beijing Ailangrui Technology Co., Ltd., First Magic International Limited, Chengwan Development Limited, and Beijing Aipuzhicheng Network Technology Co., Ltd.[57](index=57&type=chunk) - The principal activities of the subsidiaries cover software system design, technical services, product sales, investment holding, and investment, construction, and operation of smart city infrastructure[57](index=57&type=chunk) [Interests in an Associate](index=27&type=section&id=Interests%20in%20an%20Associate) The Group holds a 36.59% effective interest in an associate focused on smart city and energy internet development, with its carrying amount at RMB 3,673 thousand yuan Summary of Associate Information (RMB thousand yuan) | Indicator | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Current Assets | 20,022 | 8,414 | | Non-current Assets | 2,809 | 2,939 | | Current Liabilities | 14,408 | 3,011 | | Equity | 8,423 | 8,342 | | Revenue | 14,189 | 3,980 | | Profit from Continuing Operations | 79 | 25 | | Total Comprehensive Income | 81 | 25 | - The Group holds a **36.59% effective interest** in Beijing Beikong Zhike Energy Internet Co., Ltd., whose principal activities are the development of smart cities and energy internet[59](index=59&type=chunk) - The carrying amount of the Group's interest in the associate is **RMB 3,673 thousand yuan** (2024: RMB 3,643 thousand yuan)[59](index=59&type=chunk) [Inventories and Contract Costs](index=27&type=section&id=Inventories%20and%20Contract%20Costs_Detailed) Inventories and contract costs, primarily software systems under development, decreased, with a significant amount recognized as cost of inventories sold Inventories and Contract Costs (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Software Systems Under Development | 44,335 | 58,704 | Amount of Inventories Recognized as Expense (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Cost of Inventories Sold | 325,439 | 412,283 | [Contract Assets](index=28&type=section&id=Contract%20Assets) Net contract assets significantly decreased, with most amounts expected to be recovered within one year Contract Assets (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Arising from Customer Contracts | 28,830 | 49,833 | | Less: Loss Allowance | 712 | 634 | | **Net Value** | **28,118** | **49,199** | - As of March 31, 2025, contract assets expected to be recovered after one year amounted to **RMB 617,800**, all related to retention money[61](index=61&type=chunk) [Trade and Bills Receivables](index=28&type=section&id=Trade%20and%20Bills%20Receivables_Detailed) Net trade and bills receivables decreased, with a notable reduction in receivables aged one to two years Trade and Bills Receivables (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Trade Receivables | 475,627 | 484,264 | | Bills Receivables | 3,600 | 453 | | Less: Loss Allowance | 67,949 | 36,985 | | **Net Value** | **411,278** | **447,732** | [Ageing Analysis](index=28&type=section&id=Ageing%20Analysis) The ageing analysis shows that receivables less than one year constitute the largest portion, while those aged one to two years significantly decreased Ageing Analysis of Trade and Bills Receivables (RMB thousand yuan) | Ageing | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Less than One Year | 366,036 | 361,805 | | One to Two Years | 21,897 | 71,257 | | Two to Three Years | 23,345 | 14,670 | | More than Three Years | - | - | | **Total** | **411,278** | **447,732** | - The Group generally requires customers to settle progress payments and retention receivables according to contract terms, with some customers granted a **30-day credit period**[63](index=63&type=chunk) [Prepayments, Deposits and Other Receivables](index=29&type=section&id=Prepayments%2C%20Deposits%20and%20Other%20Receivables) The net value of prepayments, deposits, and other receivables decreased, mainly due to reductions in prepayments for technical services and staff advances Prepayments, Deposits and Other Receivables (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Amounts Due from Related Parties | 38 | 38 | | Prepayments for Technical Service Fees | 1,656 | 4,548 | | Staff Advances and Other Deposits | 4,028 | 4,392 | | Prepayments for Other Expenses | 1,101 | 1,896 | | Others | 804 | 1,146 | | Less: Loss Allowance | 2,516 | 2,811 | | **Net Value** | **5,111** | **9,209** | - All other trade and other receivables are expected to be recovered or recognized as expenses within one year[64](index=64&type=chunk) [Bank Balances and Cash](index=29&type=section&id=Bank%20Balances%20and%20Cash) Total bank balances and cash decreased, with RMB funds subject to China's foreign exchange controls Bank Balances and Cash (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Total Bank Balances and Cash | 56,239 | 72,891 | | Less: Restricted Cash | 88 | 10,000 | | **Bank Deposits and Cash on Hand** | **56,151** | **62,891** | - As of March 31, 2025, a deposit of **RMB 88,000** was pledged to Hangzhou Bank Co., Ltd. to secure the issuance of bank guarantees[66](index=66&type=chunk) - RMB is not a freely convertible currency, and funds remitted out of China are subject to foreign exchange control rules and regulations promulgated by the PRC government[65](index=65&type=chunk) [Trade Payables](index=30&type=section&id=Trade%20Payables) Total trade payables decreased, primarily due to a significant reduction in trade payables to third parties, with all amounts expected to be repaid within one year Trade Payables (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Trade Payables to Related Parties | 4,213 | 6,850 | | Trade Payables to Third Parties | 110,961 | 145,082 | | **Total** | **115,174** | **151,932** | Ageing Analysis of Trade Payables (RMB thousand yuan) | Ageing | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Less than One Year | 55,245 | 104,982 | | One to Two Years | 37,835 | 36,866 | | Two to Three Years | 14,836 | 8,264 | | More than Three Years | 7,258 | 1,820 | | **Total** | **115,174** | **151,932** | [Other Payables and Accrued Expenses](index=30&type=section&id=Other%20Payables%20and%20Accrued%20Expenses) Total other payables and accrued expenses decreased, mainly due to a significant reduction in staff-related costs payable Other Payables and Accrued Expenses (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Amounts Due to Related Parties | 9,569 | 9,569 | | Cash Advances from a Third Party | 599 | 599 | | Other Taxes Payable | 28,592 | 25,830 | | Staff-Related Costs Payable | 7,191 | 14,743 | | Lease Liabilities (within 1 year) | 224 | 675 | | Others | 8,131 | 7,695 | | **Total** | **54,306** | **59,111** | - As of March 31, 2025, amounts due to a third party were unsecured, interest-free, and repayable within one year[68](index=68&type=chunk) [Bank Borrowings](index=31&type=section&id=Bank%20Borrowings) Total bank borrowings decreased, with most short-term and long-term loans guaranteed by executive directors, their spouses, or financing guarantee companies Bank Borrowings (RMB thousand yuan) | Category | 2025 (RMB thousand yuan) | 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Within One Year or On Demand (Short-term Bank Borrowings, Secured) | 115,000 | 132,455 | | Between One and Two Years (Long-term Bank Borrowings, Secured) | 14,900 | 9,920 | | **Total** | **129,900** | **142,375** | - Short-term bank borrowings are jointly guaranteed by executive directors, their spouses, and/or financing guarantee companies[70](index=70&type=chunk) - Long-term bank borrowings of **RMB 14,900,000** are guaranteed by an executive director[69](index=69&type=chunk) [Other Information](index=32&type=section&id=Other%20Information) This section covers various non-financial aspects of the Group, including public float, securities transactions, corporate governance, and social responsibilities [Public Float](index=32&type=section&id=Public%20Float) The Company maintained a public float of at least 25% of its total issued share capital during the year, in compliance with the Listing Rules - During the year, at least **25%** of the Company's total issued share capital was held by the public, in compliance with the Listing Rules[71](index=71&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=32&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year, nor did they hold any treasury shares - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year[72](index=72&type=chunk) - The Company and its subsidiaries did not hold any treasury shares during the year[72](index=72&type=chunk) [Compliance with Corporate Governance Code](index=32&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company is committed to high corporate governance standards and complied with all code provisions of the Corporate Governance Code during the year - The Company is committed to achieving and maintaining the highest level of corporate governance suitable for the Group's needs and interests[73](index=73&type=chunk) - The Company has complied with all code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules during the year[74](index=74&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=32&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company adopted the Model Code for Directors' securities transactions, and all directors confirmed compliance during the year - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules[75](index=75&type=chunk) - All Directors confirmed that their securities transactions during the year complied with the Model Code[75](index=75&type=chunk) [Annual General Meeting](index=32&type=section&id=Annual%20General%20Meeting) The Company will hold its Annual General Meeting on Friday, September 19, 2025, with details to be published online - The Company will hold its Annual General Meeting on **Friday, September 19, 2025**[76](index=76&type=chunk) [Final Dividend](index=32&type=section&id=Final%20Dividend) The Directors do not recommend the payment of a final dividend for the year - The Directors do not recommend the payment of a final dividend for the year (2024: nil)[77](index=77&type=chunk) [Closure of Register of Members](index=33&type=section&id=Closure%20of%20Register%20of%20Members) Share transfer registration will be suspended from September 16 to September 19, 2025, to determine eligibility for the Annual General Meeting - The Company will suspend its share transfer registration from **Tuesday, September 16, 2025, to Friday, September 19, 2025**, during which no share transfers will be registered[78](index=78&type=chunk) - The record date is **Friday, September 19, 2025**[78](index=78&type=chunk) [Employees and Remuneration Policy](index=33&type=section&id=Employees%20and%20Remuneration%20Policy) The Group employed 319 staff, with total employee benefit expenses of approximately RMB 80.6 million, and remuneration based on performance and market conditions - As of March 31, 2025, the Group employed a total of **319 employees** (March 31, 2024: 517 employees)[79](index=79&type=chunk) - Total employee benefit expenses (including directors' remuneration) for the year amounted to approximately **RMB 80.6 million** (2024: approximately RMB 99.8 million)[79](index=79&type=chunk) - Remuneration is determined based on employees' qualifications, experience, and performance, while discretionary bonuses are generally based on work performance, the Group's financial results for the specific year, and overall market conditions[79](index=79&type=chunk) [Compliance with Laws and Regulations](index=33&type=section&id=Compliance%20with%20Laws%20and%20Regulations) The Group confirms its compliance with all applicable laws and regulations in China and Hong Kong in all material aspects during the year - The Group has complied with all applicable laws and regulations in China and Hong Kong in all material aspects during the year[80](index=80&type=chunk) [Environmental, Social and Governance Responsibilities](index=33&type=section&id=Environmental%2C%20Social%20and%20Governance%20Responsibilities) The Group is committed to sustainable development, prudently managing operations, and actively fulfilling corporate social responsibility through community support - The Group is committed to maintaining long-term sustainable development for its business and the communities in which it operates, and actively fulfills its corporate social responsibilities[81](index=81&type=chunk) - The Group practices corporate citizenship by sponsoring and supporting civic responsibility projects at the corporate level, striving to benefit the community and give back to society[81](index=81&type=chunk) [Review by Audit Committee](index=34&type=section&id=Review%20by%20Audit%20Committee) The consolidated financial statements were reviewed by the Audit Committee and audited by KPMG, with consistency confirmed but no assurance on the announcement - The consolidated financial statements for the year have been reviewed by the Company's Audit Committee and audited by KPMG[82](index=82&type=chunk) - KPMG considers the figures contained in the preliminary annual results to be consistent with the amounts in the audited consolidated financial statements but has not expressed any assurance opinion on this announcement[82](index=82&type=chunk) [Post Balance Sheet Events](index=34&type=section&id=Post%20Balance%20Sheet%20Events) No significant post balance sheet events occurred from April 1, 2025, up to the date of this announcement, other than those disclosed - No significant post balance sheet events have occurred from **April 1, 2025**, up to the date of this announcement, other than those disclosed elsewhere in this announcement[83](index=83&type=chunk) [Publication of Annual Results and Annual Report](index=34&type=section&id=Publication%20of%20Annual%20Results%20and%20Annual%20Report) The annual results announcement will be published on the Company's and HKEX websites, with the 2025 Annual Report to follow - This annual results announcement will be published on the Company's website http://www.oneforce.com.hk and the website of Hong Kong Exchanges and Clearing Limited http://www.hkexnews.hk[84](index=84&type=chunk) - The Company's 2025 Annual Report will be dispatched to shareholders in due course and will also be published on the aforementioned websites[84](index=84&type=chunk) [Acknowledgement](index=35&type=section&id=Acknowledgement) The Board expresses gratitude to its team, partners, customers, suppliers, and shareholders for their support, confident in future milestones - The Board extends its sincere gratitude to the Group's management team and employees for their outstanding contributions to the Group's success and their collaboration in achieving the Group's vision[85](index=85&type=chunk) - The Board is also deeply grateful to all the Group's partners, customers, suppliers, and shareholders, and with their support and trust, the Board is confident in leading the Group towards its next milestones[85](index=85&type=chunk)

Financial Performance - For the fiscal year ending March 31, 2025, the company reported a revenue of RMB 377.688 million, a decrease of approximately RMB 112.864 million or 23.0% compared to the previous year[3]. - Gross profit for the year was RMB 51.601 million, down RMB 25.477 million or 33.1%, with a gross margin decline from approximately 15.7% to 13.7% due to intensified market competition[3]. - The company recorded a loss attributable to shareholders of RMB 37.550 million, a shift from a profit of RMB 8.357 million in the previous year, primarily due to decreased gross profit and increased impairment losses[3]. - Total revenue for the year ended March 31, 2025, was RMB 377,688,000, down from RMB 490,552,000 in the previous year, representing a decrease of approximately 23%[18]. - The gross profit for the year was RMB 51,601,000, compared to RMB 77,078,000 in the previous year, indicating a decline of approximately 33%[18]. - The operating loss for the year was RMB 38,398,000, compared to an operating profit of RMB 12,259,000 in the previous year[18]. - The company recorded a net loss of RMB 37,550,000 for the year ending March 31, 2025, compared to a net profit of RMB 8,357,000 in 2024[23]. - The company reported a consolidated loss before tax of RMB 43,320,000 in 2025, compared to a profit of RMB 8,436,000 in 2024, indicating a significant shift in financial performance[40]. - Basic loss per share for 2025 was RMB (7.58), compared to earnings of RMB 1.69 per share in the previous year[18]. - The actual tax expense for 2025 was RMB 5,770,000, a substantial increase from RMB 79,000 in 2024, reflecting changes in tax liabilities[47]. Revenue Breakdown - Revenue from software and solutions sales decreased by RMB 63.908 million, while revenue from technical services fell by RMB 66.366 million, attributed to a reduction in project numbers[11]. - Revenue for the year 2025 was RMB 377,688,000, a decrease of 23% from RMB 490,552,000 in 2024[35]. - Revenue from software and solutions sales was RMB 113,153,000 in 2025, down from RMB 177,061,000 in 2024, representing a decline of 36%[35]. - Revenue from technical services was RMB 214,221,000 in 2025, down from RMB 280,587,000 in 2024, a decrease of 24%[35]. - Revenue from product sales increased to RMB 50,314,000 in 2025 from RMB 32,904,000 in 2024, marking a growth of 53%[35]. - Major clients contributing over 10% of total revenue included Client A with RMB 129,455,000, Client B with RMB 84,232,000, Client C with RMB 73,796,000, and Client D with RMB 59,901,000[35]. Cost and Expenses - The overall sales cost decreased by RMB 87.387 million, but the average gross margin fell from 15.7% to 13.7% due to competitive pricing adjustments[12]. - The group's administrative and operating expenses increased by approximately RMB 5,633,000, representing an 11.6% growth compared to the previous year, primarily due to an increase in R&D expenses of RMB 2,227,000[13]. - Employee costs in 2025 amounted to RMB 80,585,000, down from RMB 99,845,000 in 2024, representing a reduction of approximately 19.3%[43]. - The total remuneration for the five highest-paid individuals in 2025 was RMB 2,915,000, down from RMB 3,791,000 in 2024, indicating a reduction in compensation expenses[50]. - The total remuneration for directors for 2025 was RMB 4,277,000, an increase from RMB 3,703,000 in 2024, reflecting adjustments in director compensation[48]. Research and Development - R&D expenses increased by 9.1% compared to the previous year, with a total of 23 patents and 189 software copyrights applied/registered in China as of March 31, 2025[17]. - Research and development costs (excluding amortization) rose to RMB 26,737,000 in 2025 from RMB 24,510,000 in 2024, reflecting an increase of approximately 9.1%[45]. - The company incurred research and development tax impacts of RMB 342,000 in 2025, compared to RMB 5,044,000 in 2024, reflecting a significant reduction in R&D tax benefits[47]. Assets and Liabilities - As of March 31, 2025, the net value of trade receivables and notes receivable decreased by approximately RMB 36,454,000, a decline of 8.1% from the previous year[14]. - The group's inventory and contract costs decreased by approximately RMB 14,369,000, mainly due to revenue recognition from certain IT construction projects[15]. - The total assets less current liabilities decreased from RMB 289,068,000 in 2024 to RMB 256,772,000 in 2025[20]. - The total equity attributable to shareholders decreased from RMB 277,088,000 in 2024 to RMB 239,634,000 in 2025[20]. - Trade receivables for 2025 stand at RMB 475,627,000, slightly decreasing from RMB 484,264,000 in 2024[62]. - The aging analysis of trade receivables shows that amounts less than one year old are RMB 366,036,000 for 2025, compared to RMB 361,805,000 in 2024, reflecting a slight increase[63]. - The total prepayments and other receivables for 2025 are RMB 7,627,000, down from RMB 12,020,000 in 2024, indicating a decrease of approximately 36.5%[64]. Strategic Focus and Future Outlook - The company is focusing on the energy sector's transformation, leveraging AI and digital technologies to enhance operational efficiency and support the development of a new power system[5][6]. - The strategic vision is to become a global leader in smart energy, smart cities, and smart living services, emphasizing cash flow management and operational stability[8]. - The company is committed to integrating new information technologies with energy technologies to provide digital and intelligent solutions for the energy industry[6]. - The ongoing transformation in the energy structure and the rise of digital technologies are expected to create new value and development opportunities for the company[8]. - The company expects to maintain sufficient financial resources to continue operations for at least 12 months from the reporting date[23]. - The company is actively improving operating cash flow through accelerated project settlements and receivables collection[23]. Compliance and Governance - The company has complied with all corporate governance codes as per the listing rules, ensuring high standards of governance[74]. - The company has maintained compliance with all applicable laws and regulations in China and Hong Kong during the year[80]. - The consolidated financial statements for the year have been reviewed by the company's audit committee and audited by KPMG, with no reservations noted in the independent auditor's report[82]. - The preliminary annual performance figures in the announcement are consistent with the audited consolidated financial statements[82]. - There have been no significant post-reporting period events that could impact the group from April 1, 2025, to the date of this announcement[83]. Employee and Operational Changes - The company employed 319 employees as of March 31, 2025, down from 517 employees in 2024, indicating a reduction of approximately 38.2%[79]. - Short-term bank loans secured decreased to RMB 115,000,000 in 2025 from RMB 132,455,000 in 2024, a decrease of approximately 13.2%[69]. - Trade payables to third parties decreased to RMB 110,961,000 in 2025 from RMB 145,082,000 in 2024, representing a reduction of about 23.4%[67]. - The company has not proposed a final dividend for the current year, consistent with the previous year[77].

Company Overview - Yuanli Holdings (stock code: 01933.HK) is a leading information technology service provider in China, focusing on smart energy, smart city, and smart living services [3] - The company is engaged in the research, development, manufacturing, and sales of IoT and internet applications, providing solutions for government, energy, industrial parks, and communities [3] - Yuanli Holdings has established the "π Point Laboratory" for IoT product R&D and collaborates with North China Electric Power University to create an "Innovation Demonstration Base" [3] Financial Performance - As of September 30, 2024, Yuanli Holdings reported total revenue of 185 million yuan, a year-on-year decrease of 27.22% [2] - The company recorded a net loss attributable to shareholders of 13.988 million yuan, a significant decline of 595.85% year-on-year [2] - The gross profit margin stands at 9.66%, with a debt-to-asset ratio of 58.15% [2] Market Position - Over the past month, Yuanli Holdings has experienced a cumulative decline of 6.4%, and a year-to-date decline of 25.48%, underperforming the Hang Seng Index, which has increased by 16.38% [2] - The company's price-to-earnings (P/E) ratio is -6.29, ranking 117th in the software services industry, which has an average P/E ratio of -5.26 [3] - Currently, there are no institutional investment ratings for Yuanli Holdings [3]

Group 1 - The core message of Yonghui Supermarket is to support Chinese manufacturing enterprises amidst challenges such as new tariffs and global supply chain disruptions, emphasizing collaboration to enhance domestic market presence [1][4][5] - Yonghui has initiated a supply chain reform plan focusing on core suppliers, key products, and long-term partnerships, aiming to shift from a competitive to a symbiotic relationship with suppliers [1][2] - The company plans to incubate 100 products with a revenue target of 1 billion yuan each over the next three years, reflecting its commitment to innovation and quality retail [1][2] Group 2 - Since the launch of the "Fat Donglai" model adjustment in May 2024, Yonghui has accelerated its transformation, with nearly 50 stores modified by the end of Q1 2024, and a target of 200 stores by 2025 [2] - The adjustment aims to align with quality retail strategies to better serve mainstream Chinese families, positioning Yonghui as a national supermarket [2]

Revenue Performance - The Group's revenue decreased by approximately RMB69,054,000 during the Reporting Period, primarily due to a decrease in product sales by approximately RMB9,823,000 and a decline in technical service revenue by approximately RMB66,545,000[5][6]. - Revenue for the six months ended 30 September 2024 was RMB 184,631, a decrease of 27.3% from RMB 253,685 in the same period of 2023[145]. - Total revenue for the six months ended September 30, 2024, was RMB 184,631,000, down from RMB 253,685,000 in the same period of 2023, representing a decrease of approximately 27.3%[184]. - Revenue from the sale of software and solutions increased to RMB 71,644,000 for the six months ended September 30, 2024, up from RMB 64,330,000 in the same period of 2023, representing an increase of approximately 20.5%[184]. - Revenue from the provision of technical services decreased to RMB 100,105,000 for the six months ended September 30, 2024, down from RMB 166,650,000 in the same period of 2023, a decline of approximately 40%[184]. - Revenue from the sale of products decreased to RMB 12,882,000 for the six months ended September 30, 2024, compared to RMB 22,705,000 in the same period of 2023, a decline of approximately 43.4%[184]. Financial Position - As of 30 September 2024, the carrying amount of trade and bills receivables and contract assets was approximately RMB480,678,000, a decrease from approximately RMB496,931,000 as of 31 March 2024, attributed to strengthened collection efforts[9][11]. - Current assets decreased to RMB 599,888 from RMB 627,735 as of 31 March 2024[153]. - Total equity decreased to RMB 263,144 from RMB 277,088 as of 31 March 2024[154]. - Current assets exceeded current liabilities by RMB 251,233,000 as of September 30, 2024, compared to RMB 260,298,000 on March 31, 2024[180]. Profit and Loss - The profit and total comprehensive income for the six months ended September 30, 2024, was RMB 5,463,000, compared to a loss of RMB 73,000 for the same period in the previous year[126]. - Loss from operations was RMB 13,740 compared to a profit of RMB 3,792 in the same period last year[145]. - Loss before taxation was RMB 16,683, a significant decline from a profit of RMB 2,046 in the prior year[145]. - Loss attributable to equity shareholders was RMB 13,988, compared to a profit of RMB 2,821 in the same period of 2023[150]. - Total comprehensive income for the period attributable to equity shareholders was RMB (13,944), down from RMB 3,158 in the same period last year[149]. - Basic and diluted loss per share was RMB (2.82) compared to earnings of RMB 0.57 in the previous year[145]. Cash Flow and Financing - Net cash used in operating activities was RMB 14,238,000, a significant improvement compared to RMB 61,453,000 in the previous year[171]. - The Group reported cash and cash equivalents at the end of the period of RMB 47,269,000, down from RMB 62,891,000 at the beginning of the period[171]. - Proceeds from borrowings amounted to RMB 81,980,000, while repayment of borrowings was RMB 80,255,000[171]. - The Group's net cash generated from financing activities was negative at RMB 1,355,000, contrasting with a positive RMB 26,327,000 in the previous year[171]. Share Option and Award Schemes - The Company adopted a share option scheme on 5 February 2018 to incentivize selected participants for their contributions to the Group[39]. - The Company has been allowed to grant further share options to subscribe for up to an aggregate of 50,392,717 Shares, representing approximately 10% of the issued Shares[45]. - The maximum entitlement of each participant under the Share Option Scheme shall not exceed 1% of the issued share capital of the Company in any 12-month period[45]. - The maximum number of Shares awarded to a selected participant under the Share Award Scheme shall not exceed 1% of the issued share capital of the Company[75]. - The Share Award Scheme has a remaining life of approximately four years[84]. - No Share has been awarded by the Board to any eligible participant of the Share Award Scheme as of September 30, 2024[74]. Governance and Compliance - The Company has complied with all code provisions of the Corporate Governance Code throughout the Reporting Period, emphasizing effective risk management and internal controls[23]. - The independent review report of the auditor will be included in the Interim Report to Shareholders[62]. - The interim financial report is unaudited but has been reviewed by KPMG, ensuring compliance with relevant standards[177]. Other Financial Metrics - R&D expenditure decreased by approximately RMB11,853,000 compared to the same period last year[13]. - Interest-bearing liabilities included short-term bank loans of approximately RMB129,200,000 and long-term bank loans of approximately RMB14,900,000, representing 54.8% of net assets[15][17]. - The Group did not hold any material investments or engage in any material acquisitions or disposals of subsidiaries during the Reporting Period[16][18]. - The Group did not have any material contingent liabilities as of 30 September 2024[19]. - The credit risk and default risk of major customers regarding trade receivables and contract assets have not changed significantly compared to previous years[9][11]. - The Group maintains a strong business relationship with major banks, which is expected to support the renewal of bank loans during the twelve months ending September 30, 2025[180].