東京中央拍賣控股有限公司 ANNU AL REPO RT 2025 年度報 股份代號 (incorporated in Hong Kong with limited liability)( 於香港註冊成立之有限公司 ) 2025 Annual Report 年度報告 This annual report is printed on environmental paper 此年度報告以環保紙張印製 TOKYO CHU O AUCTION HOLDINGS LIMITED 告 CONTENTS 目錄 | Corporate Information | 公司資料 | 2 | | --- | --- | --- | | Chairman's Statement | 主席報告 | 5 | | Management Discussion and Analysis | 管理層討論及分析 | 9 | | Biographical Details of Directors and Senior Management | 董事及高級管理層的履歷詳情 | 24 | | Corporate Governance Report | 企 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而 產生或因依賴該等內容而引致之任何損失承擔任何責任。 （於香港註冊成立的有限公司） （股份代號：1939） 截至2025年3月31日止年度全年業績公告 | 財務摘要 | 截至3月31日止年度 | | | | --- | --- | --- | --- | | | 2025年 | 2024年 | | | | （千港元） | （千港元） | 變動 | | 收益 | 62,051 | 57,852 | 7.3% | | 毛利 | 48,484 | 46,779 | 3.6% | | 除所得稅前虧損 | (20,362) | (26,389) | –22.8% | | 本公司擁有人應佔虧損 | (19,461) | (26,890) | –27.6% | | 每股虧損 | | | | | （港仙） 基本及攤薄 | (3.89) | (5.38) | –27.7% | | 純損率 | (31.4%) | (46.5%) | | | （港仙） 建議每股末期股息 | — ...

Group 1 - Tokyo Chuo Auction Holdings Limited, established in 2010, is the first auction company in Japan to publicly hold auctions for Chinese antiques, significantly impacting the global antique market [2] - The company has consistently set records for Chinese art sales in Japan and has hosted numerous exhibitions in cities like Hong Kong, Taipei, Shanghai, and Beijing, promoting cultural exchange between Japan and China [2] - In 2018, Tokyo Chuo Auction Holdings Limited was listed on the Hong Kong Stock Exchange, becoming a rare auction concept stock in the Hong Kong market [2] Group 2 - As of May 6, the stock price of Tokyo Chuo Auction was HKD 0.980, a decrease of 34.67% from the previous trading day, with an intraday high of HKD 3.180, marking a new high in nearly a year [1] - The net capital flow on that day was positive, with an inflow of HKD 22.67276 million and an outflow of HKD 21.86976 million, resulting in a net inflow of HKD 0.803 million [1]

Summary of Key Points Core Viewpoint - As of May 6, a total of 55 stocks reached their 52-week highs, with notable performers including Shandong Molong (00568), Tokyo Central Auction (01939), and Andeli Juice (02218) showing significant increases in their high rates [1]. 52-Week Highs - Shandong Molong (00568) achieved a closing price of 5.020 with a peak of 5.250, marking a high rate of 185.33% - Tokyo Central Auction (01939) closed at 0.980, reaching a high of 3.180, resulting in a high rate of 112.00% - Andeli Juice (02218) closed at 16.000 with a peak of 23.950, reflecting a high rate of 87.11% - Other notable stocks include: - Crown Holdings (01872) with a high rate of 32.00% - Wutong International (00613) at 30.00% - Yao Cai Securities Financial (01428) at 10.47% [1]. 52-Week Lows - Madison Holdings (08057) recorded a closing price of 0.053, with a low of 0.050, reflecting a decline of 26.47% - China Classic Group (08281) closed at 0.060, reaching a low of 0.051, indicating a drop of 15.00% - Other companies experiencing significant declines include: - Zhongsheng United (03332) with a decline of 6.02% - Dingyi Group Investment (00508) at -5.88% - Derivative Group (06893) at -4.62% [2].

Group 1 - The company Tokyo Central Auction (01939) and the offeror ESSA FINANCIAL GROUP LTD announced a sale agreement where the seller agrees to sell a total of 375 million shares, representing approximately 74.99% of the company's total issued share capital, for a total consideration of HKD 165 million, equating to HKD 0.44 per share [1] - As of the announcement date, the company has 500 million issued shares and 48 million unexercised share options, which can be exercised at a price of HKD 0.80 per share [1] - After the completion of the sale, the offeror and other buyers will hold rights to the 375 million shares, amounting to approximately 74.99% of the company's total issued share capital [1] Group 2 - The offer price of HKD 0.44 per share is equal to the price paid by the offeror and other buyers under the sale agreement [2] - The company has applied to the Stock Exchange for the resumption of trading of its shares starting from May 6, 2025 [2]

Group 1: Art Market Overview - The 2025 Spring Auction season has seen a vibrant art market with major auction houses like Sotheby's, Christie's, and Phillips showcasing a variety of art pieces, including paintings, antiques, and contemporary art, attracting collectors and art enthusiasts [1] - The demand for ancient Chinese paintings remains strong, with Sotheby's achieving a total transaction amount of 328,165,630 HKD and a transaction rate of 85% in its ancient Chinese painting auction [2][4] Group 2: Ancient Chinese Paintings - Sotheby's set a record with the sale of a significant work by the Yuan dynasty calligrapher Rao Jie, which sold for 250.1 million HKD, making it the highest price ever for a Chinese calligraphy piece at Sotheby's [2][6] - The auction highlighted the rarity and historical significance of ancient works, with increasing interest from younger collectors, as 32% of bidders were under 40 years old, marking the highest growth rate across regions [6][8] Group 3: Jewelry Market - The demand for colored gemstones remains robust, with Phillips' recent auction achieving a total transaction amount of nearly 50 million HKD, a 55% increase from the previous year [9][11] - High-quality colored gemstones, particularly from traditional sources, continue to attract collectors, with notable sales of emeralds, sapphires, and diamonds [11][13] Group 4: Watch Market - The auction season has seen a strong interest in antique watches, particularly those with complex functions, with Sotheby's featuring exquisite court clocks from the Qing dynasty [18][20] - Independent watchmakers are gaining attention, with collectors increasingly seeking unique and innovative timepieces, reflecting a growing trend in the market [21][26] Group 5: Contemporary Art - The contemporary art segment is characterized by cross-disciplinary integration and the rise of emerging artists, with significant works by Zhao Wuji and Yayoi Kusama featured in auctions [28][30] - Sotheby's achieved a total transaction amount of 297,519,500 HKD in a recent contemporary art auction, with strong participation from collectors in Greater China and Southeast Asia [30][34] Group 6: Changing Collector Preferences - Chinese collectors are evolving in their approach, increasingly considering global perspectives while maintaining a strong preference for Asian and Chinese artists [35] - This shift reflects a broader trend of collectors seeking a balance between personal taste and international market recognition in their acquisitions [35]

Financial Performance - The Group reported interim results for the six months ended September 30, 2024, with comparative figures for the same period in 2023 [15]. - The Group's revenue for the Reporting Period was approximately HK$31.9 million, a decrease of approximately HK$0.3 million or 0.9% compared to the same period in 2023 [31]. - Gross profit decreased by approximately 8.6% to approximately HK$27.0 million, with a gross profit margin dropping to approximately 84.5% from 91.6% in the same period last year [32]. - The Company recorded a loss attributable to owners of approximately HK$1.1 million for the reporting period, compared to a profit of approximately HK$1.6 million for the six months ended 30 September 2023, primarily due to equity-settled share-based payments [48][51]. - Operating loss for the period was HK$251,000, compared to an operating profit of HK$2,219,000 in the previous year [150]. - The comprehensive loss for the period ended September 30, 2024, was HK$1,104,000, compared to a profit of HK$1,689,000 for the same period in 2023 [159]. - Total comprehensive profit for the period was HK$982,000, a significant recovery from a loss of HK$4,357,000 in the previous year [153]. Business Strategy and Expansion - The Group aims to diversify its business scope into contemporary artworks and jewelry, targeting expansion in the Taiwan market due to potential demand [24]. - The Group has strengthened its market position in the Chinese and Japanese art auction market, enhancing brand recognition and awareness [17]. - The Group's strategic focus includes expanding its business footprint to other major Asian cities and the global market [17]. - The Group aims to enhance its brand image and influence in response to increasing market demand for jewelry and contemporary artworks [24]. - The Group has initiated joint consignments with industry peers in Taiwan to enhance its coverage in key Asian regions [29]. Operational Improvements - The Group's operational improvements include adopting professional marketing techniques to maximize auction transaction prices [17]. - The Group's online auction platform development aims to integrate technology and provide a multi-scenario auction experience for collectors [23]. - The Group is focusing on enhancing its online auction platform to adapt to market trends and provide a new auction experience for collectors [25]. - The Group has recognized the adverse effects of global economic uncertainty on the market for Chinese and Japanese artworks [23]. Financial Position and Assets - The Group's current assets increased to approximately HK$406.9 million as of 30 September 2024, up from approximately HK$368.1 million as of 31 March 2024 [59][65]. - Cash and cash equivalents amounted to approximately HK$55.6 million as of 30 September 2024, compared to approximately HK$48.7 million as of 31 March 2024 [59][65]. - Total assets as of September 30, 2024, amounted to HK$432,266,000, an increase from HK$396,637,000 as of March 31, 2024 [155]. - Total liabilities increased to HK$189,663,000 as of September 30, 2024, from HK$157,691,000, marking a rise of 20.3% [157]. Share Options and Employee Management - The Group had a total of 48,000,000 share options granted on April 24, 2023, to certain directors, senior management, and employees [80]. - The Group's share option scheme was adopted on September 13, 2018, to attract and retain high-caliber employees [79]. - The remuneration committee and the Board believe that granting share options to middle to senior level management aligns their interests with those of the Company and its shareholders, encouraging long-term commitment and competitiveness [111]. - No performance targets are attached to the share options granted under the 2023 Share Option Scheme, which is designed to reward eligible participants for their contributions to the Group [110]. Governance and Compliance - The Company has complied with the Corporate Governance Code during the Reporting Period [134]. - The audit committee comprises three independent non-executive Directors, reviewing the unaudited interim condensed consolidated financial information for the Reporting Period [141]. - The interim financial information has not been audited but has been reviewed by the Company's audit committee [173][177]. Use of Proceeds - The Company received net proceeds of approximately HK$110.0 million from the global offering, with a reallocation of unutilized net proceeds of approximately HK$27.3 million resolved on March 26, 2021 [121]. - HK$ 62.7 million was allocated to enhance marketing and promotional activities, with HK$ 39.9 million utilized as of 30 September 2024 [123]. - The total planned use of Net Proceeds was HK$ 110.0 million, with HK$ 104.7 million utilized as of 30 September 2024 [123].

Financial Performance - For the six months ended September 30, 2024, the group's unaudited consolidated revenue was approximately HKD 31.9 million, a decrease of about 0.9% compared to HKD 32.2 million for the same period in 2023[3]. - The unaudited consolidated loss attributable to the company's owners for the six months ended September 30, 2024, was approximately HKD 1.1 million, compared to a profit of HKD 1.6 million for the same period in 2023[3]. - Basic and diluted loss per share for the six months ended September 30, 2024, was HKD 0.23, compared to earnings of HKD 0.32 per share for the same period in 2023[3]. - Gross profit for the six months ended September 30, 2024, was HKD 26.9 million, down from HKD 29.5 million in the same period of 2023[5]. - The company reported a total comprehensive income of HKD 982,000 for the six months ended September 30, 2024, compared to a loss of HKD 4.4 million for the same period in 2023[12]. - The operating loss for the six months ended September 30, 2024, was HKD 251,000, a significant decline from an operating profit of HKD 2.2 million in the same period of 2023[5]. - The net loss for the period was HKD 1,104 thousand, compared to a profit of HKD 1,689 thousand for the same period in 2023[29][41]. - The company recorded a loss attributable to owners of approximately HKD 1.1 million for the reporting period, compared to a profit of approximately HKD 1.6 million for the six months ended September 30, 2023, primarily due to equity-settled share-based payments[84]. Revenue Breakdown - For the six months ended September 30, 2024, total revenue from external customers was HKD 31,891 thousand, a decrease of 0.9% compared to HKD 32,194 thousand for the same period in 2023[29][36]. - Revenue from Hong Kong increased significantly to HKD 14,399 thousand from HKD 8,345 thousand, while revenue from Japan decreased to HKD 17,492 thousand from HKD 23,849 thousand[36]. - The segment performance for the auction and related business generated a profit of HKD 26,636 thousand, while the art sales segment contributed HKD 317 thousand, leading to a total segment performance of HKD 26,953 thousand[29]. Expenses and Costs - The company incurred administrative expenses of HKD 17,282 thousand, which is a slight increase from HKD 16,603 thousand in the previous year[29]. - Selling and distribution expenses were about HKD 10.3 million, reflecting a decrease consistent with the decline in revenue[79]. - The cost of sold inventory for the period was HKD 2,127 thousand, compared to HKD 642 thousand in the same period last year[41]. - Financial income for the six months ended September 30, 2024, was HKD 219,000, compared to HKD 130,000 for the same period in 2023, representing a 68.5% increase[9]. - The net financial cost for the six months ended September 30, 2024, was HKD (301,000), compared to HKD (113,000) for the same period in 2023, indicating a significant increase in financial expenses[9]. - The total income tax expense for the six months ended September 30, 2024, was HKD 440,000, down from HKD 1,001,000 in the same period of 2023, reflecting a 56.1% decrease[9]. Assets and Liabilities - Total assets as of September 30, 2024, were HKD 432.3 million, an increase from HKD 396.6 million as of March 31, 2024[16]. - Total liabilities as of September 30, 2024, were HKD 189.7 million, compared to HKD 157.7 million as of March 31, 2024[18]. - Trade receivables increased to HKD 18,726,000 as of September 30, 2024, from HKD 11,114,000 as of March 31, 2024, marking a 68.5% increase[53]. - Total trade and other receivables amounted to HKD 189,357,000 as of September 30, 2024, compared to HKD 158,160,000 as of March 31, 2024, representing a 19.7% increase[53]. - Bank borrowings as of September 30, 2024, totaled HKD 40,722,000, a slight decrease from HKD 41,598,000 as of March 31, 2024[63]. Dividends and Share Options - The board has resolved not to declare an interim dividend for the six months ended September 30, 2024, consistent with the previous year[3]. - The company did not declare or propose any dividends for the six months ended September 30, 2024, consistent with the same period in 2023[52]. - The company adopted a share option scheme in September 2018, granting 48,000,000 share options to certain directors and employees on April 24, 2023[102]. - The company has proposed to adopt the 2023 Share Option Scheme and terminate the 2018 Share Option Scheme, which was officially approved by shareholders at the annual general meeting on September 4, 2023[105]. - As of September 30, 2024, a total of 48,000,000 share options were granted, with an exercise price of HKD 0.80 per share[103]. Strategic Initiatives - The group aims to maintain stable growth and expand its market presence in other key Asian cities and globally[74]. - The group has initiated joint collection activities with peers in Taiwan to enhance its reach in the Asian art market[74]. - The company aims to expand its business into the contemporary art and jewelry sectors, driven by the significant potential demand from existing customers[107]. - The company plans to enhance its online auction platform and integrate technology to provide a new multi-scenario auction experience for collectors[107]. - The company intends to further develop its business in the Taiwan market to strengthen its brand image and influence in major Asian cities and globally[107]. Governance and Compliance - The board has adopted the corporate governance code as per the listing rules and believes that the company has complied with these codes during the reporting period[110]. - The audit committee has reviewed the unaudited interim consolidated financial information and found no objections to the accounting treatment adopted during the reporting period[112]. Miscellaneous - The group reported no significant capital commitments or major investments during the reporting period[91][93]. - The group has no contingent liabilities or guarantees provided for any third parties as of September 30, 2024[92]. - The group employs a total of 36 full-time employees across Japan, Hong Kong, Taiwan, and China as of September 30, 2024[99]. - There were no significant events affecting the group from the end of the reporting period to the date of this announcement[106]. - The company did not acquire, sell, or redeem any of its listed securities during the reporting period[108].

Business Diversification and Expansion - The Group has diversified its business scope by venturing into contemporary artworks and fine & rare whisky and moutai[11]. - The Group aims to enhance its online auction platform to provide a new multi-scenario auction experience for collectors[13]. - The Group plans to extend its coverage in Asian artworks through a joint consignments tour with industry peers based in Taiwan[16]. - The Group is targeting to expand its business footprint to other potential markets in major Asian cities and globally[11]. - The Group aims to diversify its business into contemporary artworks and jewelry, targeting expansion in the Taiwan market to enhance brand image and influence[19]. - The Group is exploring cooperation opportunities with other auction companies to accelerate business development[16]. Financial Performance - The Group's revenue for the Reporting Period was approximately HK$57.9 million, a decrease of approximately HK$14.9 million or 20.5% compared to HK$72.8 million in 2023[28]. - Revenue from art auction and related business was approximately HK$48.7 million, down from approximately HK$59.8 million in 2023, while revenue from artwork sales decreased to approximately HK$9.2 million from HK$12.9 million[28]. - Gross profit decreased by approximately HK$6.5 million or 12.2% to approximately HK$46.8 million, with an overall gross profit margin of approximately 80.8%, up from 73.2% in 2023[29]. - The company recorded a loss attributable to owners of approximately HK$26.9 million, compared to a loss of approximately HK$8.3 million in 2023, primarily due to decreased revenue from art auctions and increased impairment losses[45]. - Other income for the reporting period was approximately HK$1.4 million, mainly from government grants and penalties, slightly down from approximately HK$1.5 million in 2023[35]. Auction Operations and Success - The success rate of auctions was 73.2%, with a total of 3,612 pieces sold out of 4,934 auction lots launched, achieving an aggregate hammer price of approximately HK$83.2 million and JPY2,489.5 million[20]. - The Group will continuously enrich the categories of auction lots to meet the diverse preferences of collectors[16]. Management and Staffing - The Group reported a focus on recruiting high-caliber managers and experts to support sustainable growth[11]. - As of March 31, 2024, the Group had 21 full-time staff in Japan, Hong Kong, Taiwan, and the PRC[79]. - The executive team has over 20 years of experience in auction operations and artwork trading, indicating strong leadership in the industry[104][110]. - The management team is focused on strengthening client relationships and expanding market presence through effective branding and marketing strategies[107]. Corporate Governance - The Group emphasizes high corporate governance standards to safeguard shareholder interests and enhance corporate value[141]. - The Company has complied with all code provisions of the Corporate Governance Code during the Reporting Period[145]. - The Board consists of four executive Directors and three independent non-executive Directors, meeting the requirements of the Listing Rules[158]. - The Audit Committee consists of three independent non-executive directors, ensuring compliance with the required professional qualifications[184]. Share Options and Incentives - As of April 1, 2023, a total of 50,000,000 share options were available for grant under the 2018 Share Option Scheme[81]. - The granting of share options is intended to reward eligible participants who have contributed to the business development of the Group[100]. - The stock options granted will expire if any grantee ceases to be an employee for reasons other than death, illness, disability, or retirement[102]. Economic Impact - The uncertain global economy has adversely affected the market for Chinese and Japanese artworks, impacting demand and value[13]. - The Group plans to allocate more resources to develop its online auction platform and jewelry segments to cope with economic uncertainties[24].

| 財務摘要 | 截至3月31日止年度 | | | | --- | --- | --- | --- | | | 2024年 | 2023年 | | | | （千港元） | （千港元） | 變動 | | 收益 | 57,852 | 72,762 | –20.5% | | 毛利 | 46,779 | 53,321 | –12.3% | | 除所得稅前虧損 | (26,389) | (8,479) | 211.2% | | 本公司擁有人應佔虧損 | (26,890) | (8,286) | 224.5% | | 每股虧損 | | | | | （港仙） 基本及攤薄 | (5.38) | (1.66) | 224.1% | | 純損率 | (46.5%) | (11.4%) | | | （港仙） 建議每股末期股息 | — | — | | – 1 – 東京中央拍賣控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然呈列本公司及其 附屬公司（統稱「本集團」）截至2024年3月31日止年度（「報告期間」）的合併業績，連同截 至2023年3月31日止年度的比較數字。 合併損益表 香港交易及結算所有限公司及香港聯合交易 ...