Core Viewpoint - Tokyo Central Auction (01939) has seen a significant stock price increase of over 15%, with a year-to-date cumulative increase of nearly 1900% as of the report date [1] Group 1: Company Developments - On July 4, Tokyo Central Auction announced a proposal to change its Chinese name from "Tokyo Central Auction Holdings Limited" to "Shangshan Gold International Holdings Limited" [1] - In May, ESSA FINANCIAL, controlled by Huang Shikun, acquired Tokyo Central Auction, completing the takeover on June 20, resulting in ESSA holding a 66.83% stake and Huang Shikun becoming the actual controller of the company [1] Group 2: Financing and Business Model - In March, Shangshan Intelligent, a subsidiary of Jinya Fu Group, successfully completed a Series A financing round exceeding 100 million yuan, led exclusively by Xinyin Investment [1] - The financing will primarily be used for technology upgrades, channel development, and global commercialization [1] - In 2024, based on the mature smart recycling terminals and purchasing terminals, Jinya Fu will launch an innovative "Smart Gold Store" business model, which is expected to cover nearly 100 core cities in China by June 2025, entering over 30 high-end commercial systems [1]

Group 1 - Tokyo Central Auction (01939) has seen a significant stock price increase of over 15%, with a year-to-date cumulative increase of nearly 1900% [1] - As of the latest report, the stock is trading at 8.88 HKD with a transaction volume of 43.1692 million HKD [1] - On July 4, the company announced a proposal to change its Chinese name from "Tokyo Central Auction Holdings Limited" to "Shangshan Gold International Holdings Limited" [1] Group 2 - In May, ESSA FINANCIAL, controlled by Huang Shikun, acquired a controlling stake in Tokyo Central Auction, reaching a shareholding ratio of 66.83% after the completion of the offer on June 20 [1] - The acquisition positions Huang Shikun as the actual controller of Tokyo Central Auction [1] Group 3 - In March, Shangshan Intelligent, a subsidiary of Jinya Fu Group, successfully completed a financing round exceeding 100 million RMB, led exclusively by Xinyin Investment [1] - The financing will primarily be used for technology upgrades, channel development, and global commercialization [1] - In 2024, Jinya Fu plans to launch an innovative "Smart Gold Store" business model based on Shangshan Intelligent's advanced smart recycling and purchasing terminals [1] Group 4 - By June 2025, the "Smart Gold Store" is expected to cover nearly 100 core cities across China, including major cities like Beijing, Shanghai, Guangzhou, Shenzhen, Chengdu, Xi'an, and Changchun, with over 30 high-end commercial systems [1]

[Corporate Information](index=3&type=section&id=Corporate%20Information) [Directors and Committees](index=3&type=section&id=Directors%20and%20Committees) During the reporting period, the company's board of directors and various committees underwent significant personnel changes, with several executive, non-executive, and independent non-executive directors resigning or being appointed between May and June 2025, and Mr. Wong Sze Kwan being appointed as the new Executive Director and Chairman of the Board - Significant changes occurred in the board membership, with several executive, non-executive, and independent non-executive directors resigning or being appointed on May 30, 2025, and June 20, 2025[6](index=6&type=chunk)[7](index=7&type=chunk)[8](index=8&type=chunk)[9](index=9&type=chunk) - Mr. Wong Sze Kwan was appointed as an Executive Director on May 30, 2025, and as Chairman of the Board on June 20, 2025[6](index=6&type=chunk)[8](index=8&type=chunk) - The chairmen and members of the Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee were also adjusted accordingly[8](index=8&type=chunk)[9](index=9&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk)[14](index=14&type=chunk) [Key Service Providers and Offices](index=4&type=section&id=Key%20Service%20Providers%20and%20Offices) The company's key service providers include Union Power CPA Limited as auditor, and The Hongkong and Shanghai Banking Corporation Limited and Sumitomo Mitsui Banking Corporation as principal bankers. The company has headquarters and principal places of business in Japan and Hong Kong, with its share registrar in Hong Kong - The auditor is Union Power CPA Limited, and principal bankers include The Hongkong and Shanghai Banking Corporation Limited and Sumitomo Mitsui Banking Corporation[13](index=13&type=chunk)[14](index=14&type=chunk) - The company's share registrar is Tricor Investor Services Limited, with its registered office in Hong Kong and its head office and principal place of business in Tokyo, Japan[15](index=15&type=chunk)[16](index=16&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) [Group Overview and Achievements](index=6&type=section&id=Group%20Overview%20and%20Achievements) Tokyo Chuo Auction Holdings Limited, a renowned Chinese and Japanese art auction house in Hong Kong and Japan with over ten years of experience, has established a widely recognized brand. Over the past year, the Group continuously improved operations through professional marketing, consolidating market position, business diversification (into contemporary art and fine wines), talent acquisition, and expanding market footprint - The Group is a renowned Chinese and Japanese art auction house in Hong Kong and Japan, specializing in Chinese paintings and calligraphy, Chinese antiques, and Chinese and Japanese tea ceremony utensils, with over **ten years** of operating experience[19](index=19&type=chunk)[20](index=20&type=chunk) - Over the past year, the Group implemented various measures to improve operations, including using professional marketing techniques to enhance auction prices, strengthening market position and brand awareness, diversifying business into contemporary art and fine wines, recruiting high-quality talent, and planning to expand into other potential markets[25](index=25&type=chunk)[26](index=26&type=chunk) [Prospects and Future Strategies](index=8&type=section&id=Prospects%20and%20Future%20Strategies) Facing global economic and financial market uncertainties, the Group plans to expand its business scope into contemporary art and jewelry, and accelerate the development of online systems and auction platforms to address economic uncertainties. Additionally, the newly appointed Executive Director, Mr. Wong Sze Kwan, will assist the Group in exploring the Greater Bay Area market and seeking cooperation opportunities with other auction companies to achieve stable growth and business diversification - Given global economic and financial market uncertainties, the Group plans to expand its business scope into contemporary art and jewelry, and accelerate the development of online systems and auction platforms to address economic uncertainties[28](index=28&type=chunk)[29](index=29&type=chunk) - The newly appointed Executive Director, Mr. Wong Sze Kwan, will leverage his background and network in China to explore the auction and related services market in the Guangdong-Hong Kong-Macao Greater Bay Area, and seek business cooperation opportunities with other auction companies[32](index=32&type=chunk)[33](index=33&type=chunk) - The Group will strive for stable growth and development in the future, continuously upholding its mission of "sourcing excellent artworks for art lovers" and enriching its range of auction items[32](index=32&type=chunk)[33](index=33&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=10&type=section&id=Business%20Review) During the reporting period, the Group's business was adversely affected by global economic uncertainties, yet it successfully held 7 auctions, offering 4,166 lots, with 2,152 lots sold, achieving a success rate of 51.7%. The Group is actively expanding into new auction areas such as jewelry and contemporary art, and plans to further expand into the Taiwan market - Global economic and financial market uncertainties adversely affected the Chinese and Japanese art business, making market demand, art values, and auction market development unpredictable[35](index=35&type=chunk)[37](index=37&type=chunk) - The Group successfully held **7** auctions, offering a total of **4,166** lots, with **2,152** lots sold, achieving a success rate of **51.7%**[36](index=36&type=chunk)[37](index=37&type=chunk) 2025 Fiscal Year Auction Results | Indicator | Hong Kong | Japan | | :--- | :--- | :--- | | Total Hammer Price | Approximately HK$92.0 million | Approximately JPY2,306.3 million | - The Group is actively developing new auction businesses such as jewelry and contemporary art to increase customer numbers and sources, identify new business opportunities, and plans to further expand into the Taiwan market[35](index=35&type=chunk)[37](index=37&type=chunk) [Prospects and Future Plan](index=11&type=section&id=Prospects%20and%20Future%20Plan) The Group plans to maintain stable growth, continuing to uphold the principle of "verifiable origin and traceable provenance" to source more precious artworks. Future focus will be on developing online auction platforms, jewelry, and contemporary art segments to diversify auction channels, and actively seeking cooperation with other auction companies and strategic investments to address economic uncertainties and achieve synergistic effects - The Group will strive for stable growth and development, upholding the principle of "verifiable origin and traceable provenance" to source more precious artworks for art lovers[40](index=40&type=chunk)[42](index=42&type=chunk) - The Group will allocate more resources to develop online auction platforms, jewelry, and contemporary art segments to expand business and flexibly respond to economic uncertainties[40](index=40&type=chunk)[42](index=42&type=chunk) - Management will seek suitable business partners for auction activities and consider strategic investments in art-related businesses to achieve synergistic effects[40](index=40&type=chunk)[42](index=42&type=chunk) [Financial Review](index=12&type=section&id=Financial%20Review) During the reporting period, the Group's revenue increased by 7.25% year-on-year to approximately HK$62.1 million, and gross profit increased by 3.63% to approximately HK$48.5 million, though the overall gross profit margin slightly decreased. Net other gains significantly increased, primarily from fair value gains on financial assets at fair value through profit or loss. Administrative expenses decreased due to lower share-based payments, but loss attributable to owners of the Company remained approximately HK$19.5 million 2025 Fiscal Year Revenue and Gross Profit Overview | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 62.1 | 57.9 | 7.25 | | Revenue from art auction and related businesses | 52.2 | 48.7 | 7.19 | | Revenue from art sales | 9.9 | 9.2 | 7.61 | | Gross Profit | 48.5 | 46.8 | 3.63 | | Overall Gross Profit Margin | 78.1% | 80.8% | -2.7pp | | Gross Profit Margin for art auction and related businesses | 90.3% | 91.4% | -1.1pp | | Gross Profit Margin for art sales | 13.7% | 24.9% | -11.2pp | - Net other gains were approximately **HK$5.3 million**, primarily from fair value gains on financial assets at fair value through profit or loss, a significant increase from **HK$7,000** in 2024[45](index=45&type=chunk)[48](index=48&type=chunk) - Administrative expenses decreased by approximately **8.3%** to approximately **HK$39.9 million**, mainly due to a reduction in equity-settled share-based payments recognized[51](index=51&type=chunk)[55](index=55&type=chunk) 2025 Fiscal Year Key Financial Data | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | | :--- | :--- | :--- | | Selling and distribution expenses | 23.6 | 23.8 | | Net finance costs | 1.1 | 0.819 | | Loss attributable to owners of the Company | 19.5 | 26.9 | [Consignor Advances](index=14&type=section&id=Consignor%20Advances) As of March 31, 2025, total consignor advances amounted to approximately HK$76.5 million, with outstanding principal of approximately HK$59.0 million. These advances are primarily granted to art collectors and collateralized by consigned artworks. The Group conducts background assessments of consignors and recorded no impairment losses, as the fair value of collateralized artworks exceeded the carrying amount of advances Consignor Advances Overview | Indicator | March 31, 2025 (HK$ million) | March 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Total Principal Amount | 76.5 | 70.9 | | Total Outstanding Principal | 59.0 | 63.0 | | Interest Rate Range | 0% to 12% | 0% to 12% | - Consignor advances were granted to **28** consignors, all of whom are corporate or individual art collectors, and are collateralized by consigned artworks[59](index=59&type=chunk)[62](index=62&type=chunk) - The Group conducts background assessments of consignors, including personal information, artwork value, length of business relationship, and creditworthiness[65](index=65&type=chunk)[67](index=67&type=chunk) - No impairment losses were recognized during the reporting period as the fair value of consigned artworks exceeded the carrying amount of consignor advances[68](index=68&type=chunk)[73](index=73&type=chunk) [Financial Position and Liquidity](index=16&type=section&id=Financial%20Position%20and%20Liquidity) As of March 31, 2025, the Group's current assets were approximately HK$381.4 million, with cash and cash equivalents of approximately HK$76.5 million. Interest-bearing bank borrowings amounted to approximately HK$37.3 million, of which HK$14.5 million is repayable within one year. The Group is in a net cash position and has no significant capital commitments or contingent liabilities Current Assets and Liabilities Overview | Indicator | March 31, 2025 (HK$ million) | March 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Current Assets | 381.4 | 368.1 | | Cash and Cash Equivalents | 76.5 | 48.7 | | Interest-bearing Bank Borrowings | 37.3 | 41.6 | | Borrowings repayable within one year | 14.5 | 14.6 | - The Group is in a net cash position and had no significant capital commitments or contingent liabilities at the end of the reporting period[71](index=71&type=chunk)[72](index=72&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk)[81](index=81&type=chunk) [Treasury Policy and Capital Structure](index=17&type=section&id=Treasury%20Policy%20and%20Capital%20Structure) The Group adopts a prudent treasury and funding policy, with funds primarily denominated in JPY and HKD, held in banks for short to medium-term deposits. The capital structure is mainly financed by working capital, borrowings, and net proceeds from the listing. The Group faces foreign exchange risk but currently has no hedging policy and will closely monitor exchange rate fluctuations. As of March 31, 2025, bank deposits of HK$4.0 million were pledged to secure bank facilities - The Group adopts a prudent treasury and funding policy, with funds primarily denominated in JPY and HKD, held in banks for short to medium-term deposits[79](index=79&type=chunk)[83](index=83&type=chunk) - The Group's borrowings and cash are primarily denominated in HKD and JPY, exposing it to foreign exchange risk, but currently, there is no foreign currency hedging policy, and exchange rate fluctuations will be closely monitored[80](index=80&type=chunk)[84](index=84&type=chunk) - As of March 31, 2025, bank deposits of **HK$4.0 million** were pledged to banks to secure general banking facilities granted to the Group[86](index=86&type=chunk)[90](index=90&type=chunk) [Employees and Share Option Scheme](index=18&type=section&id=Employees%20and%20Share%20Option%20Scheme) As of March 31, 2025, the Group had 33 full-time and 3 part-time employees, primarily located in Japan and Hong Kong. The Group regularly reviews its remuneration and benefits policies and provides Mandatory Provident Fund and share options to retain talent. 48,000,000 share options under the 2018 Share Option Scheme remained unexercised and were surrendered for cancellation on June 20, 2025. The 2023 Share Option Scheme was approved by shareholders to incentivize employees and promote the Group's sustainable development 2025 Fiscal Year Employee Headcount Distribution | Region | Number of Employees | | :--- | :--- | | Japan | 21 | | Hong Kong | 9 | | Taiwan | 2 | | China | 1 | - The Group regularly reviews its remuneration and benefits policies and provides additional benefits, Mandatory Provident Fund, and share options to retain loyal employees[87](index=87&type=chunk)[91](index=91&type=chunk) - **48,000,000** share options under the 2018 Share Option Scheme remained unexercised between April 1, 2024, and March 31, 2025, and were surrendered for cancellation on June 20, 2025[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk)[99](index=99&type=chunk) - The 2023 Share Option Scheme was approved by shareholders to incentivize employees' contributions to the Group, attract and retain talent, and align the interests of grantees with those of the Company and its shareholders[99](index=99&type=chunk)[101](index=101&type=chunk)[103](index=103&type=chunk)[111](index=111&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) [Biographical Details of Directors and Senior Management](index=24&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) [Executive Directors](index=25&type=section&id=Executive%20Directors) This section details the biographies of the Group's executive directors, including the resignations of Mr. Ando Shokei, Ms. Ando Eri, Mr. Ge Wenhai, and Mr. Sun Hongyue, and the appointments of Mr. Wong Sze Kwan, Mr. Wong Sze Fung, Ms. Qian Yuanyuan, and Mr. Tong Jun. The newly appointed director, Mr. Wong Sze Kwan, also serves as Chairman of Shenzhen Jinyafu Holdings Group Co., Ltd., possessing extensive corporate management experience and a broad business network in China - Mr. Ando Shokei, Ms. Ando Eri, Mr. Ge Wenhai, and Mr. Sun Hongyue resigned as Executive Directors on June 20, 2025[123](index=123&type=chunk)[125](index=125&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) - Mr. Wong Sze Kwan, Mr. Wong Sze Fung, Ms. Qian Yuanyuan, and Mr. Tong Jun were appointed as Executive Directors on May 30, 2025[132](index=132&type=chunk)[137](index=137&type=chunk)[139](index=139&type=chunk)[142](index=142&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk)[147](index=147&type=chunk) - Mr. Wong Sze Kwan also serves as Chairman of Shenzhen Jinyafu Holdings Group Co., Ltd., which ranked **295th** in the 2024 Fortune China 500, and he possesses extensive experience in the gold and jewelry industry chain and a broad network in China[132](index=132&type=chunk)[134](index=134&type=chunk) [Non-executive Directors](index=30&type=section&id=Non-executive%20Directors) Mr. Li Jiefeng and Mr. Zheng Haoran were appointed as Non-executive Directors on May 30, 2025. Mr. Li holds a senior engineer qualification in architectural decoration design and has investment holding experience, while Mr. Zheng has experience in banking and private equity fund management - Mr. Li Jiefeng and Mr. Zheng Haoran were appointed as Non-executive Directors on May 30, 2025[146](index=146&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[151](index=151&type=chunk) - Mr. Li Jiefeng holds a senior engineer qualification in architectural decoration design and is the owner of JKL Investment, s.r.o., primarily engaged in investment holding[146](index=146&type=chunk)[148](index=148&type=chunk) - Mr. Zheng Haoran previously served as branch manager of China Merchants Bank Zhuhai Branch and is currently a founding partner of Qinwan (Shenzhen) Private Equity Fund Management Partnership (Limited Partnership)[149](index=149&type=chunk)[151](index=151&type=chunk) [Independent Non-executive Directors](index=31&type=section&id=Independent%20Non-executive%20Directors) Mr. Zhong Guowu, Ms. Lin Shuling, and Mr. Qin Zhimin resigned as Independent Non-executive Directors on June 20, 2025. Professor He Jia, Professor Hu Zuo Hao, and Mr. Liang Tingyu were appointed as new Independent Non-executive Directors on May 30, 2025, bringing rich professional backgrounds in finance, academia, management, and accounting - Mr. Zhong Guowu, Ms. Lin Shuling, and Mr. Qin Zhimin resigned as Independent Non-executive Directors on June 20, 2025[150](index=150&type=chunk)[152](index=152&type=chunk)[154](index=154&type=chunk)[157](index=157&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) - Professor He Jia, Professor Hu Zuo Hao, and Mr. Liang Tingyu were appointed as Independent Non-executive Directors on May 30, 2025[161](index=161&type=chunk)[163](index=163&type=chunk)[165](index=165&type=chunk)[167](index=167&type=chunk)[169](index=169&type=chunk)[171](index=171&type=chunk) - The newly appointed Independent Non-executive Directors possess profound professional knowledge and extensive experience in finance, academic research, corporate management, and accounting and auditing[161](index=161&type=chunk)[163](index=163&type=chunk)[165](index=165&type=chunk)[167](index=167&type=chunk)[169](index=169&type=chunk)[171](index=171&type=chunk) [Senior Management](index=37&type=section&id=Senior%20Management) Mr. Zhai Zhisheng serves as the company's Chief Financial Officer and Company Secretary, responsible for corporate finance, investor relations, financial management, and company secretarial matters. He has over 15 years of experience in auditing, accounting, corporate finance, and corporate governance - Mr. Zhai Zhisheng serves as the company's Chief Financial Officer and Company Secretary, responsible for corporate finance, investor relations, financial management, and company secretarial matters[172](index=172&type=chunk)[174](index=174&type=chunk) - Mr. Zhai is a practicing accountant of the Hong Kong Institute of Certified Public Accountants and CPA Australia, with over **15 years** of experience in auditing, accounting, corporate finance, and financial management[176](index=176&type=chunk)[177](index=177&type=chunk) [Corporate Governance Report](index=39&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=39&type=section&id=Corporate%20Governance%20Practices) The company is committed to maintaining a high level of corporate governance and has complied with all code provisions of the Corporate Governance Code set out in Appendix 14 of the Listing Rules. Securities transactions by directors and senior management comply with the Model Code - The company has complied with all code provisions of the Corporate Governance Code set out in Appendix 14 of the Listing Rules[179](index=179&type=chunk)[183](index=183&type=chunk) - All directors have confirmed full compliance with the Model Code for Securities Transactions by Directors of Listed Issuers, and no non-compliance by senior management was noted[180](index=180&type=chunk)[181](index=181&type=chunk)[184](index=184&type=chunk) [Board of Directors](index=39&type=section&id=Board%20of%20Directors) The Board of Directors is responsible for overseeing the Group's business, strategic decisions, and performance, and has delegated day-to-day responsibilities to executive directors and senior management. During the reporting period, there were significant changes in board membership, with Mr. Wong Sze Kwan appointed as Chairman. The Board continues to comply with the appointment requirements for independent non-executive directors and encourages directors to participate in continuous professional development - The Board is responsible for leadership and control of the company, collectively responsible for guiding and overseeing company affairs, and delegates day-to-day responsibilities to executive directors and senior management[182](index=182&type=chunk)[185](index=185&type=chunk) - Significant changes occurred in the board membership, with Mr. Wong Sze Kwan appointed as Chairman of the Board effective June 20, 2025[187](index=187&type=chunk)[188](index=188&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk)[194](index=194&type=chunk) - The Board continuously complies with the Listing Rules' requirements for appointing at least three independent non-executive directors, who must constitute at least one-third of the Board[196](index=196&type=chunk)[201](index=201&type=chunk) - The company encourages directors to participate in continuous professional development to develop and update their knowledge and skills, and arranges internal briefings and provides reading materials[208](index=208&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk) [Board Committees](index=44&type=section&id=Board%20Committees) The Board has established an Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee to oversee specific areas of the company's affairs. Each committee has clear written terms of reference and holds regular meetings. The Nomination Committee has adopted a director nomination policy and a board diversity policy to ensure the balance and continuity of the board - The Board has established an Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee, each with specific written terms of reference[213](index=213&type=chunk)[214](index=214&type=chunk) - The Audit Committee is responsible for reviewing financial statements, risk management, and internal control systems; the Remuneration Committee is responsible for formulating remuneration policies for directors and senior management; the Nomination Committee is responsible for reviewing board structure, identifying director candidates, and assessing independence; the Corporate Governance Committee is responsible for formulating and reviewing corporate governance policies[221](index=221&type=chunk)[222](index=222&type=chunk)[227](index=227&type=chunk)[229](index=229&type=chunk)[234](index=234&type=chunk)[237](index=237&type=chunk)[266](index=266&type=chunk)[268](index=268&type=chunk) - The Nomination Committee has adopted a director nomination policy and a board diversity policy, aiming to ensure a balance of skills, experience, and diverse perspectives on the Board, without setting measurable targets[235](index=235&type=chunk)[238](index=238&type=chunk)[239](index=239&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk)[247](index=247&type=chunk)[252](index=252&type=chunk) [Risk Management and Internal Control](index=54&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for evaluating and determining the nature and extent of risks, and ensuring the establishment of an effective risk management system. The Group has reviewed its risk management system and considers it effective and adequate. The company does not have an internal audit department but appoints an independent internal control review consultant to review risk management and internal control systems, and has adopted improvement recommendations - The Board is responsible for evaluating and determining the nature and extent of risks it is willing to undertake in achieving the company's strategic objectives, and ensuring the establishment and maintenance of appropriate and effective risk management systems[274](index=274&type=chunk)[278](index=278&type=chunk) - The Group has reviewed its risk management system, and the Board considers it effective and adequate, with no significant control issues[274](index=274&type=chunk)[275](index=275&type=chunk)[278](index=278&type=chunk) - The company does not have an internal audit department but appoints an independent internal control review consultant to review risk management and internal control systems, and has adopted improvement recommendations[288](index=288&type=chunk)[291](index=291&type=chunk)[294](index=294&type=chunk)[298](index=298&type=chunk) [Shareholders' Rights and Communication](index=58&type=section&id=Shareholders'%20Rights%20and%20Communication) The company is committed to effective communication with shareholders and protecting their rights. Shareholders can request to convene a general meeting or propose resolutions in accordance with the Companies Ordinance, and can make inquiries to the Board via written correspondence or email. The company regularly publishes annual and interim reports and ensures that all resolutions at general meetings are voted on by poll - The company is committed to effective communication with shareholders and protecting their rights, with all resolutions at general meetings voted on by poll[304](index=304&type=chunk)[307](index=307&type=chunk)[318](index=318&type=chunk)[320](index=320&type=chunk)[321](index=321&type=chunk) - Shareholders can request to convene a general meeting (holding at least **5%** of shares) or propose resolutions (holding at least **2.5%** of shares or **50** shareholders) in accordance with the Companies Ordinance[305](index=305&type=chunk)[308](index=308&type=chunk)[309](index=309&type=chunk)[312](index=312&type=chunk) - Shareholders can make inquiries to the Board via written correspondence or email, and the company website also provides an online inquiry form[310](index=310&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk) - The company has adopted a dividend policy outlining principles and guidelines for dividend declaration and distribution[323](index=323&type=chunk)[325](index=325&type=chunk) [Environmental, Social and Governance Report](index=62&type=section&id=Environmental,%20Social%20and%20Governance%20Report) [About This Report](index=62&type=section&id=About%20This%20Report) This report outlines Tokyo Chuo Auction Holdings Limited's business practices, policies, and strategies in environmental, social, and governance (ESG) aspects, covering the period from April 1, 2024, to March 31, 2025. The report is prepared in accordance with the ESG Reporting Guide in Appendix C2 of the Hong Kong Stock Exchange Listing Rules, adhering to the principles of materiality, quantification, balance, and consistency - This report covers the period from April 1, 2024, to March 31, 2025, outlining the Group's business practices, policies, and strategies in ESG aspects[328](index=328&type=chunk)[332](index=332&type=chunk) - The report is prepared in accordance with the ESG Reporting Guide in Appendix C2 of the Hong Kong Stock Exchange Listing Rules, adhering to the principles of materiality, quantification, balance, and consistency[329](index=329&type=chunk)[333](index=333&type=chunk)[334](index=334&type=chunk)[335](index=335&type=chunk) - The report scope covers the Group's Japan headquarters and Hong Kong operations; the impact of China and Taiwan offices is minimal, thus their environmental matters are not detailed[336](index=336&type=chunk)[339](index=339&type=chunk) [Stakeholder Engagement](index=64&type=section&id=Stakeholder%20Engagement) The Group believes that identifying and addressing stakeholder feedback is fundamental to long-term development, having established a broad network of stakeholders including investors, employees, sellers and business partners, customers, government, and the community. The Group communicates with stakeholders through various formal and informal channels to respond to their needs, anticipate risks, and strengthen key relationships - The Group has a broad network of stakeholders, including investors, employees, sellers and business partners, customers, government, and the community[341](index=341&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk) - The Group communicates with stakeholders through various channels such as general meetings, financial reports, the company website, business meetings, training courses, statutory filings, and community activities[345](index=345&type=chunk)[346](index=346&type=chunk)[347](index=347&type=chunk)[348](index=348&type=chunk)[349](index=349&type=chunk) [Materiality Assessment](index=67&type=section&id=Materiality%20Assessment) The Group adopted a three-step process of identification, prioritization, and validation to determine 19 sustainable development topics with environmental and social impacts. Through scoring by senior management, the report identified service quality and customer satisfaction, customer privacy protection, workplace health and safety, greenhouse gas emissions, energy consumption, water consumption, and climate change strategy as highly material topics - The Group identified **19** sustainable development topics with environmental and social impacts and prioritized them through senior management scoring[351](index=351&type=chunk)[353](index=353&type=chunk)[354](index=354&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk) - Highly material topics include service quality and customer satisfaction, customer privacy protection, workplace health and safety, greenhouse gas emissions, energy consumption, water consumption, and climate change strategy[359](index=359&type=chunk)[360](index=360&type=chunk) [Approach to Sustainability Development](index=71&type=section&id=Approach%20to%20Sustainability%20Development) The Board of Directors bears overall responsibility for the Group's ESG strategy and reporting, including assessing ESG-related risks, overseeing management systems, and ensuring smooth strategy implementation. The Board has established an ESG working group to assist in formulating and implementing strategies, and regularly reviews ESG performance and targets to ensure the Group's ESG strategy is achieved - The Board bears overall responsibility for the Group's ESG strategy and reporting, including identifying and assessing ESG-related risks, and overseeing and ensuring the establishment of appropriate and effective ESG risk management and internal control systems[365](index=365&type=chunk)[366](index=366&type=chunk) - The Board has established an ESG working group responsible for assisting in the formulation and implementation of ESG strategies, policies, and practices, and regularly reports progress to the Board[365](index=365&type=chunk)[366](index=366&type=chunk) - The Board tracks, reviews, and follows up on the achievement of key ESG issues at least once a year, ensuring continuous policy implementation[367](index=367&type=chunk)[370](index=370&type=chunk) [Environmental Responsibility](index=72&type=section&id=Environmental%20Responsibility) The Group is committed to environmental sustainability, implementing measures to reduce the environmental impact of its operations, particularly greenhouse gas emissions and resource consumption. During the reporting period, the Group complied with regulatory standards for exhaust gas emissions and waste disposal, and set targets for carbon emissions and water consumption to maintain them at 2022 levels by the end of 2027 - The Group is committed to environmental sustainability, seeking solutions to mitigate the environmental impact of its operations, particularly reducing greenhouse gas emissions and conserving resources[368](index=368&type=chunk)[371](index=371&type=chunk) - During the reporting period, the Group had no incidents of non-compliance with all applicable laws and regulations concerning exhaust gas emissions and waste disposal in all operating regions[369](index=369&type=chunk)[372](index=372&type=chunk) [Emissions and Waste](index=72&type=section&id=Emissions%20and%20Waste) The Group's exhaust gas emissions primarily originate from vehicle use, with nitrogen oxides, sulfur oxides, and particulate matter emissions all decreasing by approximately 22-23% year-on-year in 2025. Total greenhouse gas emissions (Scope 1 and 2) were 69.25 tCO2e, with carbon intensity per employee of 1.92 tCO2e; total carbon intensity (Scope 1, 2, and 3) increased compared to 2024. The Group has set a target to maintain greenhouse gas emission intensity at 2022 levels by the end of 2027. Non-hazardous waste (waste paper) generated was 500 kg, with a density of 13.9 kg per employee, achieving the waste emission density target 2025 Fiscal Year Exhaust Gas Emissions | Exhaust Gas Emission | 2025 (kg) | 2024 (kg) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Nitrogen Oxides (NOx) | 3.16 | 4.05 | -22 | | Sulfur Oxides (SOx) | 0.07 | 0.09 | -22 | | Particulate Matter (PM) | 0.23 | 0.30 | -23 | 2025 Fiscal Year Greenhouse Gas Emissions and Carbon Intensity | Indicator | 2025 | 2024 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Scope 1 (Direct Emissions) (tCO2e) | 12.43 | 15.90 | -22 | | Scope 2 (Indirect Emissions) (tCO2e) | 56.82 | 49.33 | 15 | | Scope 3 (Other Indirect Emissions) (tCO2e) | 5.45 | 3.41 | 60 | | Total (Scope 1 and 2) (tCO2e) | 69.25 | 65.23 | 6 | | Total (Scope 1, 2 and 3) (tCO2e) | 105.44 | 68.64 | 54 | | Carbon Intensity (Scope 1 and 2) (tCO2e/employee) | 1.92 | 1.71 | 12 | | Carbon Intensity (Scope 1, 2 and 3) (tCO2e/employee) | 2.08 | 1.63 | 28 | - The Group has set emission targets to maintain Scope 1, Scope 2, and Scope 3 emission density (per employee) at the same level as 2022 by the end of 2027, with the target currently in progress[381](index=381&type=chunk)[385](index=385&type=chunk) 2025 Fiscal Year Non-hazardous Waste Generation | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Waste Paper Generated (kg) | 500 | 475 | | Non-hazardous Waste Density per Employee (kg/employee) | 13.9 | 12.5 | - The Group has achieved its waste target to maintain the emission density of hazardous and non-hazardous waste (per employee) at the same level as 2022 by the end of 2027[386](index=386&type=chunk)[387](index=387&type=chunk) [Use of Resources](index=78&type=section&id=Use%20of%20Resources) The Group's energy consumption primarily comes from office electricity (approximately 75%) and vehicle fuel (approximately 25%). In 2025, total energy consumption was 184,140 kWh, with energy intensity per employee of 5,115 kWh, a 9% year-on-year increase. The Group has achieved its energy consumption emission density target. Total water consumption was 59 cubic meters, with water intensity per employee of 1.64 cubic meters, a significant 52% year-on-year decrease, also achieving the water target. The Group does not produce physical products, and packaging material consumption is negligible 2025 Fiscal Year Energy Consumption and Intensity | Indicator | 2025 (kWh) | 2024 (kWh) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Direct Energy Consumption (Gasoline) | 45,157 | 57,775 | -22 | | Indirect Energy Consumption (Purchased Electricity) | 138,983 | 121,208 | 15 | | Total (Direct and Indirect) | 184,140 | 178,983 | 3 | | Energy Intensity (kWh/employee) | 5,115 | 4,710 | 9 | - The Group has achieved its energy consumption target to maintain emission density (per employee) at the same level as 2022 by the end of 2027[396](index=396&type=chunk)[399](index=399&type=chunk) 2025 Fiscal Year Water Consumption and Intensity | Indicator | 2025 | 2024 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Water Consumption (cubic meters) | 59 | 123.0 | -52 | | Water Intensity (cubic meters/employee) | 1.64 | 3.24 | -49 | - The Group has achieved its water target to maintain emission density (per employee) at the same level as 2022 by the end of 2027[401](index=401&type=chunk)[402](index=402&type=chunk) - Due to the nature of its business, the Group does not produce physical products, and packaging materials for auction items are negligible, thus no related data is disclosed[406](index=406&type=chunk)[408](index=408&type=chunk) [The Environment and Natural Resources](index=82&type=section&id=The%20Environment%20and%20Natural%20Resources) The Group is committed to integrating sustainability principles into the management of its activities, such as reducing waste generated during events. The Group encourages employees to choose public transportation and provides eco-friendly office supplies to foster an environmentally conscious culture - The Group continuously seeks to integrate sustainability principles into activity management, aiming to reduce waste generated during events[409](index=409&type=chunk)[411](index=411&type=chunk) - The Group encourages employees to choose public transportation for commuting and provides eco-friendly office supplies, as well as reusable cups and kitchenware, to foster an environmentally conscious culture[409](index=409&type=chunk)[411](index=411&type=chunk) [Climate Change](index=82&type=section&id=Climate%20Change) The Group has begun incorporating climate change risks and opportunities into its operating strategy, conducting corporate risk assessments at least annually to evaluate potential risks from climate change. The Group's ESG policy emphasizes strengthening carbon emission disclosure, improving climate change risk management, and integrating climate change issues into future operating plans - The Group has begun incorporating climate change risks and opportunities into its operating strategy, conducting corporate risk assessments at least annually to evaluate potential risks arising from climate change impacts[410](index=410&type=chunk)[412](index=412&type=chunk) - The Group's ESG policy emphasizes strengthening carbon emission disclosure, improving climate change risk management, and integrating climate change issues into future operating plans[414](index=414&type=chunk)[415](index=415&type=chunk) Climate-Related Risks and Mitigation Strategies | Risk Type | Risk | Potential Financial Impact | Mitigation Strategy | | :--- | :--- | :--- | :--- | | Physical Risks | Changes in rainfall patterns, extreme weather events | Business interruption leading to revenue reduction | Establish severe weather policies and emergency plans; insurance coverage | | Transition Risks | Changes in environmental regulations, increased emission liabilities | Increased operating and compliance costs | Implement energy-saving measures to reduce emissions; continuously monitor regulatory environment | [Social Responsibility](index=84&type=section&id=Social%20Responsibility) The Group integrates social responsibility into all levels of its operations, committed to providing a fair and safe workplace with development opportunities, delivering quality products/services through ethical business practices and supply chain management, and actively participating in community activities. During the reporting period, the Group complied with relevant laws and regulations regarding employment, occupational health and safety, labor standards, data privacy, and anti-corruption - The Group embeds social responsibility into all levels of its operations, committed to providing a fair and safe workplace and development opportunities, and delivering quality products/services through ethical business practices and supply chain management[417](index=417&type=chunk)[419](index=419&type=chunk) - During the reporting period, the Group had no incidents of non-compliance with all applicable laws and regulations concerning employment, occupational health and safety, labor standards, data privacy, advertising and labeling, and anti-corruption in all operating regions[422](index=422&type=chunk)[424](index=424&type=chunk)[432](index=432&type=chunk)[435](index=435&type=chunk)[456](index=456&type=chunk)[457](index=457&type=chunk)[480](index=480&type=chunk)[482](index=482&type=chunk)[491](index=491&type=chunk)[493](index=493&type=chunk) [Employment](index=84&type=section&id=Employment) As of the end of the reporting period, the Group employed 36 staff, comprising 20 males and 16 females, primarily located in Japan and Hong Kong. The Group's employee handbook outlines policies on compensation, dismissal, promotion, working hours, recruitment, rest periods, equal opportunities, diversity, and other benefits, which are regularly reviewed and updated. The employee turnover rate continued to decrease to 17% in 2025 2025 Fiscal Year Employee Headcount Distribution | Indicator | 2025 (Number of Employees) | 2024 (Number of Employees) | | :--- | :--- | :--- | | Total Employees | 36 | 38 | | Male | 20 | 20 | | Female | 16 | 18 | | Full-time | 33 | 36 | | Part-time | 3 | 2 | | Executive | 6 | 5 | | Technical | 1 | 1 | | Management | 29 | 32 | | Under 30 | 5 | 5 | | 30-39 years old | 16 | 18 | | 40-49 years old | 8 | 7 | | 50 years old and above | 7 | 8 | | Japan | 26 | 25 | | Hong Kong | 8 | 11 | | China | 1 | 1 | | Taiwan | 1 | 1 | - The Group's employee handbook outlines policies on compensation, dismissal, promotion, working hours, recruitment, rest periods, equal opportunities, diversity, and other benefits, which are regularly reviewed and updated[422](index=422&type=chunk)[424](index=424&type=chunk)[425](index=425&type=chunk)[427](index=427&type=chunk) 2025 Fiscal Year Employee Turnover Rate | Indicator | 2025 (%) | 2024 (%) | | :--- | :--- | :--- | | Total Turnover Rate | 17 | 47 | | Male | 20 | 40 | | Female | 13 | 56 | | Under 30 | 40 | 100 | | 30-39 years old | 19 | 39 | | Japan | 4 | 36 | | Hong Kong | 62 | 45 | - The Group is an equal opportunity employer, prohibiting discrimination based on age, gender, marital status, family status, race, disability, nationality, religion, political affiliation, and sexual orientation[431](index=431&type=chunk)[434](index=434&type=chunk) [Workplace Health and Safety](index=89&type=section&id=Workplace%20Health%20and%20Safety) The Group prioritizes employee safety, with the management team responsible for identifying hazards and risks and ensuring a work environment compliant with relevant laws and regulations. During the reporting period, there were no work-related fatalities or lost workdays due to occupational injuries. The Group ensures employee safety through measures such as establishing safety guidelines, providing safety orientations and training, and conducting regular inspections and drills - The Group's management team is responsible for identifying any actual and potential hazards and risks faced by each employee, and is committed to creating a safe and healthy working environment, ensuring compliance with relevant laws and regulations[432](index=432&type=chunk)[435](index=435&type=chunk) - There have been no work-related fatalities in the past **three years**. Furthermore, no lost workdays due to occupational injuries were recorded during the reporting period[443](index=443&type=chunk)[448](index=448&type=chunk) - The Group ensures employee and workplace safety through measures such as establishing safety guidelines, providing safety orientations, conducting regular inspections, performing rescue/fire prevention/evacuation drills, and providing safety training materials[438](index=438&type=chunk)[439](index=439&type=chunk)[440](index=440&type=chunk) [Development and Training](index=91&type=section&id=Development%20and%20Training) The Group regards employees as its most valuable asset, investing significant resources to attract and retain talent, and providing comprehensive on-the-job training programs focusing on auction operational know-how, customer service skills, and art authentication and valuation capabilities. During the reporting period, a total of 36 employees participated in training, with total training hours of 48, averaging 1.8 hours for male employees and 0.8 hours for female employees - The Group is committed to providing comprehensive on-the-job training programs, focusing on auction operational know-how, customer service skills, and art authentication and valuation capabilities, to enhance employee capabilities and skills[444](index=444&type=chunk)[445](index=445&type=chunk)[449](index=449&type=chunk) - Each newly appointed director receives a formal, comprehensive, and appropriate induction, and directors are encouraged to participate in continuous professional development[446](index=446&type=chunk)[447](index=447&type=chunk)[449](index=449&type=chunk) 2025 Fiscal Year Employee Training Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total Employees Trained (%) | 100% | 100% | | Male Employees Trained (%) | 56% | 48% | | Female Employees Trained (%) | 44% | 52% | | Average Training Hours (hours/employee) | 1.33 | 1.12 | | Average Training Hours for Male Employees (hours) | 1.80 | 1.13 | | Average Training Hours for Female Employees (hours) | 0.75 | 1.11 | | Average Training Hours for Executive Staff (hours) | 3.00 | 2.00 | | Average Training Hours for Technical Staff (hours) | 6.00 | 1.00 | | Average Training Hours for Management Staff (hours) | 0.83 | 1.00 | [Labor Standard](index=93&type=section&id=Labor%20Standard) The Group strictly prohibits all forms of child labor, forced labor, or modern slavery, and ensures compliance with relevant labor laws and regulations through employee handbooks and age verification procedures. During the reporting period, the Group had no incidents of non-compliance with anti-child labor and anti-forced labor practices in all operating regions - The Group strictly prohibits all forms of child labor, forced labor, or modern slavery[455](index=455&type=chunk)[457](index=457&type=chunk) - The Group avoids employing child labor through employee handbooks and age verification procedures for all job applicants[455](index=455&type=chunk)[457](index=457&type=chunk) - During the reporting period, the Group had no incidents involving non-compliance with all applicable laws and regulations concerning anti-child labor and anti-forced labor practices in all operating regions[456](index=456&type=chunk)[457](index=457&type=chunk) [Supply Chain Management](index=94&type=section&id=Supply%20Chain%20Management) The Group is committed to building mutually beneficial working relationships with business partners, with major suppliers located in China, Hong Kong, and Japan. The Group selects suppliers based on their business scale and reputation, and supports them in promoting resource efficiency and environmental protection. The Group implements strict evaluation procedures for art suppliers to ensure art quality and legal provenance. Additionally, the Group has incorporated pandemic risks into its risk management mechanism and utilizes online platforms to maintain business continuity - The Group's major suppliers are located in China, Hong Kong, and Japan, and suppliers are selected based on business scale and reputation, supporting them in promoting resource efficiency and environmental protection[462](index=462&type=chunk)[463](index=463&type=chunk)[464](index=464&type=chunk) 2025 Fiscal Year Supplier Geographical Distribution | Region | 2025 (%) | 2024 (%) | | :--- | :--- | :--- | | Japan | 55 | 55 | | Hong Kong | 25 | 30 | | China | 15 | 10 | | Other Regions | 5 | 5 | - The Group implements strict evaluation procedures for art suppliers, including screening, authentication, and valuation, and has established an internal art appraisal team and external consultants[465](index=465&type=chunk)[466](index=466&type=chunk) - The Group has incorporated pandemic risks into its enterprise risk management mechanism and utilizes online auction platforms to maintain business continuity[467](index=467&type=chunk)[468](index=468&type=chunk) [Product Responsibility](index=96&type=section&id=Product%20Responsibility) The Group provides quality products and services through responsible operating practices, ensuring the quality and safety of artworks. The Group implements strict internal control and risk management systems for art authentication and valuation, and confirms ownership and legal provenance. During the reporting period, the Group faced no significant product liability claims, nor did it recall any products due to safety or health reasons. The Group prioritizes data privacy protection and implements ethical marketing and product labeling guidelines - The Group implements specific internal control systems and risk management systems for art authentication and valuation, and confirms their ownership and legal provenance[470](index=470&type=chunk)[471](index=471&type=chunk)[473](index=473&type=chunk)[474](index=474&type=chunk)[478](index=478&type=chunk) - During the reporting period, the Group faced no significant product liability claims, recalled no products due to safety and health reasons, and received no major customer complaints regarding product quality[475](index=475&type=chunk)[477](index=477&type=chunk) - The Group is committed to protecting personal data privacy, regularly updates its antivirus systems, and has established internal policies for handling personal data of employees, customers, and business partners[483](index=483&type=chunk)[485](index=485&type=chunk) - The Group implements clear ethical marketing and product labeling guidelines, ensuring all auction catalog information is complete and accurate, and regularly evaluates policy effectiveness[484](index=484&type=chunk)[486](index=486&type=chunk) [Anti-corruption](index=100&type=section&id=Anti-corruption) The Group is committed to maintaining the highest standards of openness, integrity, and accountability, requiring all employees to act with integrity. During the year, the Group conducted internal anti-corruption and anti-money laundering training and performed annual corruption risk assessments. The Group implements a whistleblowing policy, encouraging employees to report misconduct, and conducts regular screening and investigation of money laundering activities. During the reporting period, the Group strictly complied with all rules and regulations, with no lawsuits filed against the Group or its employees regarding bribery - The Group is committed to maintaining the highest standards of openness, integrity, and accountability, requiring employees at all levels to act with integrity, fairness, and honesty[487](index=487&type=chunk)[490](index=490&type=chunk) - During the year, the Group conducted internal anti-corruption and anti-money laundering training and performed annual corruption risk assessments to continuously strengthen internal controls[487](index=487&type=chunk)[490](index=490&type=chunk) - The Group implements a whistleblowing policy, encouraging employees to report any suspected misconduct, and conducts regular screening and monitoring of money laundering activities[488](index=488&type=chunk)[489](index=489&type=chunk)[490](index=490&type=chunk) - During the reporting period, the Group strictly complied with all rules and regulations, with no lawsuits filed against the Group or its employees regarding bribery[491](index=491&type=chunk)[493](index=493&type=chunk) [Community Investment](index=101&type=section&id=Community%20Investment) Despite challenging market and economic conditions, the Group remains committed to socio-economic development, community well-being, and sustainability. During the reporting period, the Group donated approximately HK$296,500 to charitable organizations and activities, and organized volunteer activities such as beach clean-ups and storytelling for children - The Group is committed to socio-economic development, community well-being, and sustainability, and encourages employee participation in community projects[492](index=492&type=chunk)[494](index=494&type=chunk) - During the reporting year, the Group donated a total of approximately **HK$296,500** to charitable organizations and activities, and organized volunteer activities such as beach clean-ups and storytelling for children[492](index=492&type=chunk)[494](index=494&type=chunk) [Reports of the Directors](index=102&type=section&id=Reports%20of%20the%20Directors) [Business Overview and Financial Performance](index=102&type=section&id=Business%20Overview%20and%20Financial%20Performance) The Group's principal activities are providing Chinese and Japanese art auction and related services in Hong Kong and Japan. Details of the year's results and business review are set out in the Management Discussion and Analysis. The Board does not recommend the payment of any dividend for the years ended March 31, 2025, and 2024 - The Group's principal activities are providing Chinese and Japanese art auction and related services in Hong Kong and Japan, including Chinese paintings and calligraphy, Chinese antiques, and Chinese and Japanese tea ceremony utensils[497](index=497&type=chunk)[502](index=502&type=chunk) - The Board does not recommend the payment of any dividend for the years ended March 31, 2025, and 2024[499](index=499&type=chunk)[506](index=506&type=chunk) [Dividend Policy and Capital Structure](index=103&type=section&id=Dividend%20Policy%20and%20Capital%20Structure) The company has adopted a dividend policy, with payout decisions based on factors such as profit, cash flow, financial position, and capital requirements. During the reporting period, the company had no outstanding debentures and was not involved in any share or debenture repurchase arrangements. As of March 31, 2025, the company had no reserves available for distribution to shareholders - The company has adopted a dividend policy, and dividend decisions will be based on the company's profit, cash flow, financial position, capital requirements, and other conditions deemed relevant by the Board[509](index=509&type=chunk)[514](index=514&type=chunk) - During the reporting period, the company had no outstanding debentures and was not involved in any arrangements for repurchasing shares or debentures[512](index=512&type=chunk)[517](index=517&type=chunk)[519](index=519&type=chunk)[522](index=522&type=chunk) - As of March 31, 2025, the Directors believed the company had no reserves available for distribution to shareholders[520](index=520&type=chunk)[524](index=524&type=chunk) [Directors and Senior Management](index=104&type=section&id=Directors%20and%20Senior%20Management) During the reporting period, several directors resigned or were appointed, including Mr. Ando Shokei and others resigning, and Mr. Wong Sze Kwan and others being appointed. Directors' service contracts have an initial term of one year and are automatically renewable. Directors' remuneration is determined based on comparable company remuneration, time contribution, responsibilities, and Group performance. At the end of the reporting period, no director had a service contract with the company that could not be terminated within one year - During the reporting period and up to the date of this report, several executive, non-executive, and independent non-executive directors resigned or were appointed[521](index=521&type=chunk)[525](index=525&type=chunk)[526](index=526&type=chunk)[529](index=529&type=chunk) - Directors' service contracts have an initial term of **one year**, are automatically renewable, and are subject to retirement by rotation and re-election at annual general meetings in accordance with the company's articles of association[527](index=527&type=chunk)[533](index=533&type=chunk)[536](index=536&type=chunk)[537](index=537&type=chunk) - Directors' remuneration is determined based on comparable company remuneration, directors' time commitment, duties and responsibilities, individual performance, and Group performance[528](index=528&type=chunk)[530](index=530&type=chunk) - As of March 31, 2025, no director proposed for re-election at the forthcoming annual general meeting had a service contract with the company or any of its subsidiaries that could not be terminated by the Group within **one year** without compensation[527](index=527&type=chunk)[530](index=530&type=chunk) [Share Option Scheme](index=109&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on September 13, 2018, to incentivize or reward selected participants who contribute to the Group. On April 24, 2023, 48,000,000 share options were granted to directors, senior management, and employees, with an exercise price of HK$0.80 per share, and were surrendered for cancellation on June 20, 2025. The 2023 Share Option Scheme was approved by shareholders to promote the Group's sustainable development - The company adopted a share option scheme on September 13, 2018, to incentivize or reward selected participants who contribute to the Group[553](index=553&type=chunk)[554](index=554&type=chunk) - On April 24, 2023, **48,000,000** share options were granted to directors, senior management, and employees, with an exercise price of **HK$0.80 per share**, and an exercise period from April 24, 2024, to April 23, 2029[556](index=556&type=chunk)[558](index=558&type=chunk) - These **48,000,000** share options were surrendered for cancellation on June 20, 2025[558](index=558&type=chunk)[580](index=580&type=chunk) - The 2023 Share Option Scheme was approved by shareholders to incentivize employees' contributions to the Group, attract and retain talent, and align the interests of grantees with those of the Company and its shareholders[560](index=560&type=chunk)[561](index=561&type=chunk)[564](index=564&type=chunk)[565](index=565&type=chunk) [Major Customers and Suppliers](index=114&type=section&id=Major%20Customers%20and%20Suppliers) The Group's customers primarily include art enthusiasts, artists, collectors, etc., while suppliers include art sellers, venue providers, event planning service providers, etc. As of March 31, 2025, the top five customers accounted for 25.0% of total sales, with the largest customer accounting for 6.37%; the top five suppliers accounted for 21.3% of total purchases, with the largest supplier accounting for 4.6%. No directors, their close associates, or shareholders holding 5% or more of the shares had interests in the top five customers or suppliers - The Group's customers primarily include art enthusiasts, artists, masters, experts, dealers, collectors, art galleries, and private museums[584](index=584&type=chunk)[588](index=588&type=chunk) - Suppliers primarily include art sellers, venue providers for auction previews and auctions, event planning and accommodation booking service providers, catalog photography/printing/delivery service providers, and delivery/security/insurance service providers for auctioned artworks[589](index=589&type=chunk)[590](index=590&type=chunk) 2025 Fiscal Year Major Customer and Supplier Proportions | Category | Percentage of Total Sales/Purchases | | :--- | :--- | | Top Five Customers | 25.0% | | Largest Customer | 6.37% | | Top Five Suppliers | 21.3% | | Largest Supplier | 4.6% | - To the best knowledge of the Directors, none of the Directors, their close associates, or shareholders holding **5%** or more of the Company's issued shares had any interest in the Group's top five customers or top five suppliers[595](index=595&type=chunk)[600](index=600&type=chunk) [Events After the Reporting Period and Use of Proceeds](index=117&type=section&id=Events%20After%20the%20Reporting%20Period%20and%20Use%20of%20Proceeds) After the reporting period, Mr. Ando Shokei entered into a sale and purchase agreement with ESSA Financial Group Ltd on April 25, 2025, to dispose of approximately 74.99% of the issued shares for a total consideration of approximately HK$165 million. The net proceeds from the global offering, approximately HK$110 million, were fully utilized by March 31, 2025, primarily for strengthening auction business, marketing activities, talent acquisition, and ERP system development - Mr. Ando Shokei entered into a sale and purchase agreement with ESSA Financial Group Ltd on April 25, 2025, to dispose of **374,967,278** shares, representing approximately **74.99%** of the company's issued share capital, for a total consideration of approximately **HK$164,985,602.32**[605](index=605&type=chunk)[608](index=608&type=chunk) - The net proceeds from the global offering, approximately **HK$110 million**, were fully utilized by March 31, 2025[609](index=609&type=chunk)[611](index=611&type=chunk) Use of Net Proceeds from Global Offering (As of March 31, 2025) | Purpose | Amount Disclosed in Prospectus (HK$ million) | Reallocated Amount (HK$ million) | Amount Utilized as of March 31, 2025 (HK$ million) | | :--- | :--- | :--- | :--- | | Strengthening and expanding existing auction business | 62.7 | (22.8) | 39.9 | | Strengthening marketing and promotional activities | 22.0 | — | 22.0 | | Recruiting high-quality management talent and experts | 8.8 | — | 8.8 | | Developing Enterprise Resource Planning system | 5.5 | (4.5) | 1.0 | | Supplementing working capital and general corporate purposes | 11.0 | — | 11.0 | | Developing online trading and information platform art business | — | 27.3 | 11.5 | | **Total** | **110.0** | **—** | **94.2** | [Independent Auditor's Report](index=121&type=section&id=Independent%20Auditor's%20Report) [Opinion and Basis for Opinion](index=121&type=section&id=Opinion%20and%20Basis%20for%20Opinion) Union Power CPA Limited has audited the consolidated financial statements of Tokyo Chuo Auction Holdings Limited for the year ended March 31, 2025, and believes that the statements present fairly, in all material respects, the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards, and have been properly prepared in compliance with the Hong Kong Companies Ordinance. The audit was conducted in accordance with Hong Kong Standards on Auditing, and the auditor maintained independence - The auditor believes that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at March 31, 2025, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards, and have been properly prepared in compliance with the Hong Kong Companies Ordinance[642](index=642&type=chunk)[645](index=645&type=chunk) - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants, and the auditor remained independent of the Group and fulfilled professional ethical responsibilities[643](index=643&type=chunk)[646](index=646&type=chunk) [Key Audit Matters](index=122&type=section&id=Key%20Audit%20Matters) Key audit matters for this period's audit include the assessment of net realizable value of inventories and impairment of consignor advances. These two matters were identified due to the inherent uncertainty involving management judgment and their significant impact on the consolidated financial statements. The auditor performed detailed audit procedures, including evaluating external experts' qualifications, sampling valuation reports, conducting physical counts, and assessing management's impairment evaluations - Key audit matters include the assessment of net realizable value of inventories and impairment of consignor advances, due to their materiality to the consolidated financial statements and the inherent uncertainty of management judgment[647](index=647&type=chunk)[648](index=648&type=chunk)[652](index=652

[Financial Summary and Consolidated Performance Overview](index=1&type=section&id=I.%20Financial%20Summary%20and%20Consolidated%20Performance%20Overview) [Financial Summary](index=1&type=section&id=Financial%20Summary) The company's revenue increased by 7.3% to HKD 62,051 thousand in FY2025, with gross profit growing by 3.6% to HKD 48,484 thousand; loss before income tax and loss attributable to owners of the company significantly narrowed by 22.8% and 27.6% respectively, while loss per share decreased by 27.7% Key Financial Summary for FY2025 | Metric | 2025 (HKD '000) | 2024 (HKD '000) | Change | | :--- | :--- | :--- | :--- | | Revenue | 62,051 | 57,852 | 7.3% | | Gross Profit | 48,484 | 46,779 | 3.6% | | Loss Before Income Tax | (20,362) | (26,389) | -22.8% | | Loss Attributable to Owners of the Company | (19,461) | (26,890) | -27.6% | | Loss Per Share (HK cents) | (3.89) | (5.38) | -27.7% | | Net Loss Margin | (31.4%) | (46.5%) | | [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) In FY2025, the company's revenue increased to HKD 62,051 thousand and gross profit to HKD 48,484 thousand; operating loss significantly narrowed to HKD 15,225 thousand, and loss for the year decreased to HKD 19,494 thousand, primarily due to increased net other income and reduced administrative expenses Key Data from Consolidated Statement of Profit or Loss | Metric | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Revenue | 62,051 | 57,852 | | Gross Profit | 48,484 | 46,779 | | Net Other Income or Loss | 5,262 | 7 | | Operating Loss | (15,225) | (25,913) | | Loss Before Income Tax | (20,362) | (26,389) | | Loss for the Year | (19,494) | (26,926) | | Loss Attributable to Owners of the Company | (19,461) | (26,890) | - Operating loss significantly narrowed from **HKD 25,913 thousand** in 2024 to **HKD 15,225 thousand** in 2025, with loss for the year also decreasing from **HKD 26,926 thousand** to **HKD 19,494 thousand**[5](index=5&type=chunk) [Consolidated Statement of Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) In FY2025, the company's total comprehensive loss for the year significantly decreased to HKD 19,711 thousand, a substantial improvement from HKD 33,509 thousand in 2024, mainly due to a sharp reduction in exchange differences on translation of foreign operations Key Data from Consolidated Statement of Comprehensive Income | Metric | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Loss for the Year | (19,494) | (26,926) | | Exchange Differences on Translation of Foreign Operations | (217) | (6,583) | | Total Comprehensive Loss for the Year | (19,711) | (33,509) | | Total Comprehensive Loss for the Year Attributable to Owners of the Company | (19,688) | (33,048) | - Exchange differences on translation of foreign operations significantly decreased from **HKD 6,583 thousand** in 2024 to **HKD 217 thousand** in 2025, being the primary reason for the improvement in comprehensive loss[6](index=6&type=chunk) [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the company's total assets slightly decreased to HKD 394,962 thousand, while current assets increased; cash and cash equivalents significantly grew, non-current assets including property, plant and equipment, right-of-use assets, and intangible assets all decreased, and total liabilities slightly increased, but non-current liabilities decreased Key Data from Consolidated Statement of Financial Position | Metric | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 13,571 | 28,498 | | Current Assets | 381,391 | 368,139 | | Total Assets | 394,962 | 396,637 | | Cash and Cash Equivalents | 76,457 | 48,744 | | **Equity** | | | | Total Equity | 224,586 | 238,946 | | **Liabilities** | | | | Non-current Liabilities | 28,539 | 36,674 | | Current Liabilities | 141,837 | 121,017 | | Total Liabilities | 170,376 | 157,691 | - Cash and cash equivalents increased from **HKD 48,744 thousand** in 2024 to **HKD 76,457 thousand** in 2025, indicating enhanced liquidity[7](index=7&type=chunk) - Non-current assets, including property, plant and equipment, right-of-use assets, and intangible assets, all significantly decreased, reflecting adjustments in asset structure[7](index=7&type=chunk) [Notes to the Consolidated Financial Statements](index=6&type=section&id=II.%20Notes%20to%20the%20Consolidated%20Financial%20Statements) [1 General Information](index=6&type=section&id=1%20General%20Information) The company is an investment holding company registered in Hong Kong, with its subsidiaries primarily engaged in art auction and related services and art sales in Hong Kong and Japan; at the end of the reporting period, Mr Ando Shokei was the ultimate controlling party, but post-reporting period, ESSA Financial Group Ltd became the parent company, and Mr Wong Sze Kwan became the ultimate controlling shareholder, executive director, and chairman - The company's principal activities are providing art auction and related services and art sales in Hong Kong and Japan[10](index=10&type=chunk) - Post-reporting period, the company's controlling ownership changed, with ESSA Financial Group Ltd becoming the parent company, and Mr Wong Sze Kwan appointed as the ultimate controlling shareholder, executive director, and chairman[9](index=9&type=chunk) [2 Basis of Preparation and Changes in Accounting Policies](index=6&type=section&id=2%20Basis%20of%20Preparation%20and%20Changes%20in%20Accounting%20Policies) The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and generally accepted accounting principles in Hong Kong, adopting the going concern basis; new and revised HKFRSs applied for the first time this year had no significant impact on the financial position and performance [2.1 Basis of Preparation](index=6&type=section&id=2.1%20Basis%20of%20Preparation) The financial statements are prepared on a historical cost basis, with certain financial instruments measured at fair value; fair value measurements are categorized into three levels based on the observability of input data - The consolidated financial statements are prepared on a going concern basis and historical cost basis, with certain financial instruments measured at fair value[14](index=14&type=chunk) - Fair value measurements are categorized into Level 1, Level 2, or Level 3, based on the observability and significance of input data[15](index=15&type=chunk) [2.2 Application of New and Revised Hong Kong Financial Reporting Standards](index=8&type=section&id=2.2%20Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) Four revised Hong Kong Financial Reporting Standards mandatorily effective this year had no significant impact on the Group's financial position and performance; new standards issued but not yet effective are not expected to have a material impact in the foreseeable future - The revised Hong Kong Financial Reporting Standards applied for the first time this year had no significant impact on the Group's financial position and performance[16](index=16&type=chunk) - New and revised Hong Kong Financial Reporting Standards issued but not yet effective are not expected to have a material impact on the consolidated financial statements in the foreseeable future[17](index=17&type=chunk) [3 Segment Information](index=9&type=section&id=3%20Segment%20Information) The company identified two operating segments: art auction and related business operations and art sales; in FY2025, revenue from art auction and related businesses increased, and art sales revenue also slightly grew, with significant revenue growth in Hong Kong and a slight decrease in Japan [Operating Segment Analysis](index=9&type=section&id=Operating%20Segment%20Analysis) In FY2025, revenue from art auction and related businesses was HKD 52,194 thousand, and art sales revenue was HKD 9,857 thousand, both showing growth compared to 2024 Operating Segment Revenue and Results | Segment | Revenue 2025 (HKD '000) | Revenue 2024 (HKD '000) | Segment Results 2025 (HKD '000) | Segment Results 2024 (HKD '000) | | :--- | :--- | :--- | :--- | :--- | | Art Auction and Related Business Operations | 52,194 | 48,671 | 47,136 | 44,496 | | Art Sales | 9,857 | 9,181 | 1,348 | 2,283 | | **Total** | **62,051** | **57,852** | **48,484** | **46,779** | [Revenue and Non-current Assets by Geographical Area](index=10&type=section&id=Revenue%20and%20Non-current%20Assets%20by%20Geographical%20Area) In FY2025, revenue from Hong Kong significantly increased by 41.2% to HKD 27,474 thousand, while revenue from Japan decreased by 9.9% to HKD 34,577 thousand; non-current assets are primarily located in Hong Kong and Japan, with a small portion in Taiwan Revenue by Geographical Area | Region | Revenue 2025 (HKD '000) | Revenue 2024 (HKD '000) | Change | | :--- | :--- | :--- | :--- | | Hong Kong | 27,474 | 19,459 | 41.2% | | Japan | 34,577 | 38,393 | -9.9% | | **Total** | **62,051** | **57,852** | **7.3%** | Non-current Assets by Geographical Area (excluding deferred income tax assets) | Region | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Hong Kong | 2,837 | 12,765 | | Japan | 8,248 | 9,386 | | Taiwan | 575 | 5,010 | | **Total** | **11,660** | **27,161** | [4 Revenue](index=11&type=section&id=4%20Revenue) Total revenue for FY2025 was HKD 62,051 thousand, comprising HKD 52,194 thousand from art auction and related businesses and HKD 9,857 thousand from art sales; all revenue is recognized at a point in time Revenue Composition | Revenue Category | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Art Auction and Related Business Revenue | 52,194 | 48,671 | | Art Sales | 9,857 | 9,181 | | **Total** | **62,051** | **57,852** | [5 Net Other Income or Loss](index=11&type=section&id=5%20Net%20Other%20Income%20or%20Loss) Net other income for FY2025 was HKD 5,262 thousand, primarily from fair value gains on financial assets at fair value through profit or loss, with reduced exchange losses Composition of Net Other Income or Loss | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Exchange Loss | (200) | (1,643) | | Fair Value Gains on Financial Assets at Fair Value Through Profit or Loss | 5,462 | 1,650 | | **Total** | **5,262** | **7** | - Fair value gains on financial assets at fair value through profit or loss significantly increased from **HKD 1,650 thousand** in 2024 to **HKD 5,462 thousand** in 2025[23](index=23&type=chunk) [6 Other Income](index=12&type=section&id=6%20Other%20Income) Other income for FY2025 was HKD 432 thousand, primarily comprising compensation received, forfeited bidding deposits, and penalties, a decrease from HKD 1,380 thousand in 2024, mainly due to reduced government grants Composition of Other Income | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Government Grants | — | 163 | | Compensation Received | 173 | 528 | | Others | 259 | 689 | | **Total** | **432** | **1,380** | - There was no government grant income in FY2025, compared to **HKD 163 thousand** in 2024, leading to a decrease in total other income[24](index=24&type=chunk)[25](index=25&type=chunk) [7 Loss Before Income Tax](index=12&type=section&id=7%20Loss%20Before%20Income%20Tax) Loss before income tax for FY2025 narrowed to HKD 20,362 thousand from HKD 26,389 thousand in 2024; key expenses included employee benefit expenses, depreciation, and impairment losses Key Deductions/Additions for Loss Before Income Tax | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Cost of Inventories Sold | 8,509 | 6,898 | | Employee Benefit Expenses | 23,985 | 29,815 | | Depreciation of Property, Plant and Equipment | 1,904 | 1,696 | | Depreciation of Right-of-Use Assets | 4,019 | 3,973 | | Impairment Loss on Non-financial Assets | 4,265 | — | | Provision for Expected Credit Losses on Trade Receivables | 1,693 | 6,778 | - Employee benefit expenses decreased from **HKD 29,815 thousand** in 2024 to **HKD 23,985 thousand** in 2025[24](index=24&type=chunk) - FY2025 saw new impairment losses on non-financial assets of **HKD 4,265 thousand**, including impairment of property, plant and equipment and right-of-use assets[24](index=24&type=chunk) [8 Net Finance Costs](index=13&type=section&id=8%20Net%20Finance%20Costs) Net finance costs for FY2025 increased to HKD 1,062 thousand from HKD 819 thousand in 2024; finance income primarily came from bank deposit interest and interest on advances to consignors, while finance costs were mainly interest expenses on bank and other borrowings Finance Income and Costs | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Interest Income from Bank Deposits | 520 | 163 | | Interest Income from Advances to Consignors | 180 | 63 | | Interest Expense on Lease Liabilities | (345) | (254) | | Interest Expense on Bank and Other Borrowings | (1,417) | (752) | | **Net Finance Costs** | **(1,062)** | **(819)** | - Interest expense on bank and other borrowings increased from **HKD 752 thousand** in 2024 to **HKD 1,417 thousand** in 2025[26](index=26&type=chunk) [9 Income Tax (Credit)/Expense](index=13&type=section&id=9%20Income%20Tax%20(Credit)%2FExpense) Income tax for FY2025 was a credit of HKD 868 thousand, compared to an expense of HKD 537 thousand in 2024, primarily due to over-provision in prior years in Japan and deferred income tax credit Composition of Income Tax (Credit)/Expense | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Total Current Income Tax | — | 342 | | (Over-provision)/Under-provision in Prior Years | (263) | 216 | | Deferred Income Tax | (605) | (21) | | **Income Tax (Credit)/Expense** | **(868)** | **537** | - FY2025 recorded an income tax credit of **HKD 868 thousand**, compared to an expense of **HKD 537 thousand** in 2024, mainly due to over-provision in prior years in Japan and deferred tax credit[27](index=27&type=chunk) [(a) Hong Kong Profits Tax](index=14&type=section&id=(a)%20Hong%20Kong%20Profits%20Tax) Hong Kong profits tax is calculated at 16.5%, and no provision for Hong Kong profits tax was made for either year as the Group did not generate assessable profits - Hong Kong profits tax rate is **16.5%**, and no provision was made for 2025 and 2024 due to no assessable profits[28](index=28&type=chunk) [(b) Japan Corporate Income Tax](index=14&type=section&id=(b)%20Japan%20Corporate%20Income%20Tax) Japan corporate income tax is calculated at local prevailing rates; no provision was made for FY2025 due to no assessable profits, while the effective statutory income tax rate for 2024 was approximately 36.2% - Japan corporate income tax is calculated at local prevailing rates, and no provision was made for FY2025 due to no assessable profits[29](index=29&type=chunk) [(c) Taiwan Income Tax](index=14&type=section&id=(c)%20Taiwan%20Income%20Tax) Taiwan income tax is calculated at 20%, with provisions made for both years based on estimated assessable profits - Taiwan income tax rate is **20%**, calculated based on estimated assessable profits[30](index=30&type=chunk) [10 Loss Per Share](index=14&type=section&id=10%20Loss%20Per%20Share) Basic loss per share for FY2025 was 3.89 HK cents, an improvement from 5.38 HK cents in 2024; diluted loss per share was the same as basic loss per share due to the anti-dilutive effect of share options [(a) Basic Loss Per Share](index=14&type=section&id=(a)%20Basic%20Loss%20Per%20Share) Basic loss per share is calculated by dividing the loss attributable to owners of the company by the weighted average number of ordinary shares outstanding Basic Loss Per Share Calculation | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company (HKD '000) | (19,461) | (26,890) | | Weighted Average Number of Ordinary Shares in Issue ('000 shares) | 500,000 | 500,000 | | **Basic Loss Per Share (HK cents)** | **(3.89)** | **(5.38)** | [(b) Diluted Loss Per Share](index=14&type=section&id=(b)%20Diluted%20Loss%20Per%20Share) For FY2025 and FY2024, diluted loss per share was the same as basic loss per share due to the anti-dilutive effect of unexercised share options - The anti-dilutive effect of share options resulted in diluted loss per share being the same as basic loss per share[33](index=33&type=chunk) [11 Dividends](index=14&type=section&id=11%20Dividends) The Board does not recommend the payment of any dividends for FY2025 and FY2024 - The Board does not recommend the payment of dividends for FY2025 and FY2024[34](index=34&type=chunk) [12 Trade and Other Receivables](index=15&type=section&id=12%20Trade%20and%20Other%20Receivables) As of March 31, 2025, total trade and other receivables amounted to HKD 145,435 thousand, a decrease from 2024; net trade receivables decreased, and amounts due from buyers for auction and related businesses and advances to consignors also declined Composition of Trade and Other Receivables | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Net Trade Receivables | 5,263 | 7,417 | | Amounts Due from Buyers for Auction and Related Businesses | 71,351 | 83,835 | | Advances to Consignors | 59,031 | 63,021 | | **Total Trade and Other Receivables** | **145,435** | **158,160** | Ageing Analysis of Trade Receivables (before provision) | Ageing | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Within 30 days | 5,351 | 5,677 | | Over 1 year | 5,270 | 4,366 | | **Total** | **10,679** | **11,114** | - Advances to consignors decreased from **HKD 63,021 thousand** in 2024 to **HKD 59,031 thousand** in 2025, with some bearing interest at annual rates ranging from **0% to 12%**[35](index=35&type=chunk)[37](index=37&type=chunk) [Management Discussion and Analysis](index=16&type=section&id=III.%20Management%20Discussion%20and%20Analysis) [Business Review](index=16&type=section&id=Business%20Review) Facing global economic uncertainties, the company aims to expand into contemporary art and jewelry, further develop the Taiwan market, meet customer needs, seize growth opportunities, and strengthen brand influence; during the reporting period, the company held 7 auctions in Hong Kong and Japan, successfully selling 2,152 lots with a success rate of 51.7% - The company plans to expand its business scope into contemporary art and jewelry, and further develop the Taiwan market[38](index=38&type=chunk) - During the reporting period, the company held **7** auctions in Hong Kong and Japan, offering **4,166** lots and successfully selling **2,152** lots, achieving a success rate of **51.7%**[38](index=38&type=chunk) Key Auction Data | Metric | FY2025 | | :--- | :--- | | Number of Auctions | 7 | | Number of Lots Offered | 4,166 | | Number of Lots Sold | 2,152 | | Success Rate | 51.7% | | Total Hammer Price in Hong Kong | approx. HKD 92.0 million | | Total Hammer Price in Japan | approx. JPY 2,306.3 million | [Financial Review](index=16&type=section&id=Financial%20Review) In FY2025, the company's revenue grew by 7.25%, and gross profit by 3.63%, though overall gross margin slightly decreased; net other income significantly increased, and administrative expenses substantially reduced, leading to a narrowed loss attributable to owners of the company [Revenue](index=16&type=section&id=Revenue) Revenue for FY2025 was approximately HKD 62.1 million, a 7.25% year-on-year increase, primarily driven by increased revenue from art auction and related businesses, especially growth in Hong Kong Revenue Composition and Growth | Revenue Category | 2025 (HKD million) | 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 62.1 | 57.9 | 7.25% | | Art Auction and Related Businesses | 52.2 | 48.7 | 7.2% | | Art Sales | 9.9 | 9.2 | 7.6% | - The increase in art auction and related business revenue was primarily attributable to business growth in Hong Kong[39](index=39&type=chunk) [Gross Profit](index=17&type=section&id=Gross%20Profit) Gross profit for FY2025 increased to HKD 48.5 million, a 3.63% year-on-year growth; overall gross margin decreased from 80.8% to 78.1%, mainly due to lower gross margins in both art auction and related businesses and art sales Gross Profit and Gross Margin | Metric | 2025 (HKD million) | 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Gross Profit | 48.5 | 46.8 | 3.63% | | Overall Gross Margin | 78.1% | 80.8% | -2.7% | | Gross Margin for Art Auction and Related Businesses | 90.3% | 91.4% | -1.1% | | Gross Margin for Art Sales | 13.7% | 24.9% | -11.2% | [Net Other Loss](index=17&type=section&id=Net%20Other%20Loss) Net other income for FY2025 was HKD 5.3 million, primarily from fair value gains on financial assets at fair value through profit or loss, a significant increase from HKD 7 thousand in 2024 - Net other income significantly increased from **HKD 7 thousand** in 2024 to **HKD 5.3 million** in 2025, primarily due to fair value gains on financial assets at fair value through profit or loss[41](index=41&type=chunk) [Other Income](index=17&type=section&id=Other%20Income) Other income for FY2025 was HKD 432 thousand, a decrease from HKD 1.4 million in 2024, mainly due to reduced government grants - Other income decreased from **HKD 1.4 million** in 2024 to **HKD 432 thousand** in 2025, primarily due to reduced government grants[42](index=42&type=chunk) [Selling and Distribution Expenses](index=17&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses for FY2025 were approximately HKD 23.6 million, a slight decrease from 2024, remaining stable Selling and Distribution Expenses | Metric | 2025 (HKD million) | 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 23.6 | 23.8 | -0.2 million HKD | [Administrative Expenses](index=17&type=section&id=Administrative%20Expenses) Administrative expenses for FY2025 decreased by 8.3% to HKD 39.9 million, primarily due to a reduction in equity-settled share-based payments Administrative Expenses | Metric | 2025 (HKD million) | 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Administrative Expenses | 39.9 | 43.5 | -8.3% | - The decrease in administrative expenses was primarily attributable to a reduction in equity-settled share-based payments recognized during the reporting period[44](index=44&type=chunk) [Net Finance Costs](index=18&type=section&id=Net%20Finance%20Costs) Net finance costs for FY2025 increased to HKD 1.1 million, primarily due to higher interest expenses on bank and other borrowings Net Finance Costs | Metric | 2025 (HKD million) | 2024 (HKD million) | | :--- | :--- | :--- | | Net Finance Costs | 1.1 | 0.819 | [Income Tax Expense](index=18&type=section&id=Income%20Tax%20Expense) FY2025 recorded an income tax credit of approximately HKD 1.1 million, primarily comprising over-provision in prior years and deferred tax credit, contrasting with an income tax expense in 2024 - FY2025 income tax was a credit of **HKD 868 thousand**, compared to an expense of **HKD 537 thousand** in 2024, mainly due to over-provision in prior years and deferred tax credit[46](index=46&type=chunk) [Loss Attributable to Owners of the Company](index=18&type=section&id=Loss%20Attributable%20to%20Owners%20of%20the%20Company) Loss attributable to owners of the company for FY2025 narrowed to HKD 19.5 million, primarily benefiting from reduced share-based payments and increased fair value gains on financial assets, though partially offset by increased impairment losses Loss Attributable to Owners of the Company | Metric | 2025 (HKD million) | 2024 (HKD million) | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company | 19.5 | 26.9 | - The narrowed loss was primarily due to reduced equity-settled share-based payments and increased fair value gains on financial assets at fair value through profit or loss[47](index=47&type=chunk) - The narrowed loss was partially offset by increased impairment losses on investments accounted for using the equity method and impairment losses on non-financial assets[47](index=47&type=chunk) [Advances to Consignors](index=18&type=section&id=Advances%20to%20Consignors) As of March 31, 2025, total outstanding advances to consignors amounted to HKD 59.0 million, granted to 28 consignors at annual interest rates ranging from 0% to 12%; these advances are secured by consigned artworks, crucial for attracting quality art suppliers and business development Overview of Advances to Consignors | Metric | As of March 31, 2025 (HKD million) | As of March 31, 2024 (HKD million) | | :--- | :--- | :--- | | Total Outstanding Principal | 59.0 | 63.0 | | Number of Consignors Granted | 28 | Not applicable | | Annual Interest Rate Range | 0% to 12% | 0% to 12% | - Advances to consignors are secured by consigned artworks, aiming to attract art suppliers with long-term relationships and good credit records[49](index=49&type=chunk) - As of March 31, 2025, outstanding advances to the largest consignor and the top five consignors accounted for **10.4%** and **33.8%** of the total, respectively[49](index=49&type=chunk) [Financial Position and Liquidity](index=19&type=section&id=Financial%20Position%20and%20Liquidity) As of March 31, 2025, the Group's current assets increased to HKD 381.4 million, and cash and cash equivalents to HKD 76.5 million; interest-bearing bank borrowings decreased to HKD 37.3 million, with HKD 14.5 million repayable within one year, placing the Group in a net cash position Key Financial Position and Liquidity Data | Metric | As of March 31, 2025 (HKD million) | As of March 31, 2024 (HKD million) | | :--- | :--- | :--- | | Current Assets | 381.4 | 368.1 | | Cash and Cash Equivalents | 76.5 | 48.7 | | Interest-bearing Bank Borrowings | 37.3 | 41.6 | | Borrowings Repayable Within One Year | 14.5 | 14.6 | - The Group is in a net cash position, indicating strong liquidity[53](index=53&type=chunk) [Significant Events Affecting the Group Since March 31, 2025](index=20&type=section&id=Significant%20Events%20Affecting%20the%20Group%20Since%20March%2031%2C%202025) Post-reporting period, there was a significant change in the company's controlling ownership, with Mr Ando Shokei selling approximately 74.99% of the issued share capital to ESSA Financial Group Ltd and other buyers for a total consideration of HKD 164,985,602.32 - On April 25, 2025, the former controlling shareholder, Mr Ando Shokei, sold approximately **74.99%** of the company's issued share capital to ESSA Financial Group Ltd and other buyers[54](index=54&type=chunk) - The total consideration for the shares sold was **HKD 164,985,602.32**, at **HKD 0.44** per share[54](index=54&type=chunk) [Proposed Final Dividend](index=20&type=section&id=Proposed%20Final%20Dividend) The Board does not recommend the payment of any final dividend for FY2025 and FY2024 - The Board does not recommend the payment of final dividends for FY2025 and FY2024[55](index=55&type=chunk) [Capital Commitments](index=20&type=section&id=Capital%20Commitments) As of March 31, 2025, the Group had no significant capital commitments, nor any major investment or capital asset plans - The Group had no significant capital commitments or major investment plans as of March 31, 2025[56](index=56&type=chunk) [Contingent Liabilities and Guarantees](index=20&type=section&id=Contingent%20Liabilities%20and%20Guarantees) As of March 31, 2025, the Group had not provided any guarantees to third parties and had no significant contingent liabilities - The Group had no third-party guarantees or significant contingent liabilities as of March 31, 2025[57](index=57&type=chunk) [Significant Investments, Material Acquisitions and Disposals of Subsidiaries and Associates](index=20&type=section&id=Significant%20Investments%2C%20Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Associates) During the reporting period, the Group held no significant investments and did not undertake any material acquisitions or disposals of subsidiaries or associates - During the reporting period, the Group did not undertake any significant investments, material acquisitions, or disposals of subsidiaries or associates[58](index=58&type=chunk) [Treasury Policy](index=21&type=section&id=Treasury%20Policy) The Group adopts a prudent treasury and funding policy, emphasizing risk control, with funds primarily held as short-to-medium term bank deposits for working capital purposes - The Group adopts a prudent treasury policy, with funds primarily denominated in Japanese Yen and Hong Kong Dollars, held as short-to-medium term bank deposits[59](index=59&type=chunk) [Capital Structure and Foreign Exchange Risk](index=21&type=section&id=Capital%20Structure%20and%20Foreign%20Exchange%20Risk) The Group's operations are primarily funded by operations, borrowings, and proceeds from listing; borrowings and cash are mainly denominated in Hong Kong Dollars and Japanese Yen, all borrowings are floating-rate and secured by bank deposits, and the Group faces exchange rate risk, which will be closely monitored and hedged as appropriate - The Group's borrowings, cash, revenue, and costs are primarily denominated in Hong Kong Dollars and Japanese Yen, exposing it to exchange rate risk[60](index=60&type=chunk) - All borrowings are floating-rate and secured by bank deposits of approximately **HKD 4.0 million**[60](index=60&type=chunk) [Pledge of Assets](index=21&type=section&id=Pledge%20of%20Assets) As of March 31, 2025, the Group had bank deposits of HKD 4.0 million pledged to banks to secure general banking facilities, with no other assets pledged Pledge of Assets | Pledged Assets | As of March 31, 2025 (HKD million) | As of March 31, 2024 (HKD million) | | :--- | :--- | :--- | | Bank Deposits | 4.0 | 4.0 | - The pledged bank deposits are used to secure the Group's general banking facilities[61](index=61&type=chunk) [Employees and Remuneration Policy](index=22&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had 33 full-time employees across Japan, Hong Kong, Taiwan, and China; the company regularly reviews its remuneration and benefits policy, offering additional benefits like mandatory provident funds and share options to retain talent Employee Distribution | Region | Number of Employees | | :--- | :--- | | Japan | 21 | | Hong Kong | 9 | | Taiwan | 2 | | China | 1 | | **Total** | **33** | - The company provides benefits such as mandatory provident funds and share options to retain loyal employees and build a professional team[63](index=63&type=chunk) [Share Option Scheme](index=22&type=section&id=Share%20Option%20Scheme) As of March 31, 2025, 48,000,000 share options remained unexercised under the 2018 Share Option Scheme, with an exercise price of HKD 0.80; post-reporting period, all share options were surrendered for cancellation on June 20, 2025 Overview of Share Option Scheme (as of March 31, 2025) | Option Holder | Date of Grant | Exercise Period | Exercise Price Per Share (HKD) | Number of Unexercised Options | | :--- | :--- | :--- | :--- | :--- | | Executive Director (Kwok Man Hoi) | April 24, 2023 | April 24, 2024 to April 23, 2029 | 0.80 | 5,000,000 | | Employees | April 24, 2023 | April 24, 2024 to April 23, 2029 | 0.80 | 43,000,000 | | **Total** | | | | **48,000,000** | - Post-reporting period, all **48,000,000** share options were surrendered for cancellation on **June 20, 2025**[66](index=66&type=chunk) [Use of Net Proceeds from Global Offering](index=23&type=section&id=Use%20of%20Net%20Proceeds%20from%20Global%20Offering) The company received net proceeds of approximately HKD 110.0 million from its 2018 Global Offering, which were fully utilized as of March 31, 2025; funds were primarily used to strengthen and expand existing auction businesses, marketing, talent acquisition, ERP system development, and online trading platform development Use of Net Proceeds from Global Offering | Intended Use | Amount Disclosed in Prospectus (HKD million) | Re-allocated Amount (HKD million) | Amount Utilized as of March 31, 2025 (HKD million) | | :--- | :--- | :--- | :--- | | Strengthening and Expanding Existing Auction Businesses | 62.7 | (22.8) | (39.9) | | Strengthening Marketing and Promotional Activities | 22.0 | — | (22.0) | | Recruiting High-Caliber Management Talent and Experts | 8.8 | — | (8.8) | | Developing the Group's ERP System | 5.5 | (4.5) | (1.0) | | Replenishing Working Capital and General Corporate Purposes | 11.0 | — | (11.0) | | Developing Art Business for Online Trading and Information Platform | — | 27.3 | (27.3) | | **Total** | **110.0** | **—** | **(110.0)** | - As of March 31, 2025, the net proceeds of **HKD 110.0 million** from the Global Offering were fully utilized[68](index=68&type=chunk) [Prospects and Future Plans](index=24&type=section&id=Prospects%20and%20Future%20Plans) Facing global economic uncertainties, the company plans to diversify into contemporary art and jewelry, accelerate online system and auction platform development, and explore entry into the Greater Bay Area market; new Executive Director Mr Wong Sze Kwan will leverage his background and network to drive continuous business development and seek synergistic opportunities - The company plans to expand its business scope into contemporary art and jewelry, and accelerate the development of online systems and auction platforms[69](index=69&type=chunk) - The Group is exploring the possibility of entering the Greater Bay Area market for auction and related services in the future, and seeking synergistic business opportunities related to the background of the new Executive Director, Mr Wong Sze Kwan[70](index=70&type=chunk) [Compliance with Laws and Regulations](index=24&type=section&id=Compliance%20with%20Laws%20and%20Regulations) For the year ended March 31, 2025, the company found no instances of non-compliance with relevant laws and regulations that had a material impact on the Group - The company found no material non-compliance with laws and regulations during the reporting period[71](index=71&type=chunk) [Corporate Governance](index=24&type=section&id=Corporate%20Governance) The company has adopted and complied with the Corporate Governance Code set out in Appendix 14 of the Listing Rules - The company has adopted and complied with the Corporate Governance Code set out in Appendix 14 of the Listing Rules[72](index=72&type=chunk) [Standard Code for Securities Transactions by Directors](index=25&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company has adopted a code of conduct no less exacting than the Standard Code set out in Appendix 10 of the Listing Rules, and all directors have confirmed compliance with it during the reporting period - All directors have confirmed compliance with the company's adopted code of conduct for securities transactions by directors during the reporting period[73](index=73&type=chunk) [Repurchase, Sale or Redemption of the Company's Listed Securities](index=25&type=section&id=Repurchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's listed securities - During the reporting period, neither the company nor its subsidiaries engaged in any repurchase, sale, or redemption of listed securities[74](index=74&type=chunk) [Audit Committee](index=25&type=section&id=Audit%20Committee) The Audit Committee has been established in accordance with the Listing Rules and has reviewed the Group's accounting principles, internal controls, and annual results - The Audit Committee has reviewed the Group's accounting principles, internal controls, and the annual results for the reporting period[75](index=75&type=chunk) [Scope of Work of the Auditor](index=25&type=section&id=Scope%20of%20Work%20of%20the%20Auditor) The Group's auditor, National Alliance CPA Limited, has agreed the financial figures in this announcement with the consolidated financial statements, but their work does not constitute an assurance engagement - The auditor has agreed the financial figures in this announcement with the consolidated financial statements, but has not performed an assurance engagement[76](index=76&type=chunk) [Disclosure under Section 436 of the Hong Kong Companies Ordinance](index=26&type=section&id=Disclosure%20under%20Section%20436%20of%20the%20Hong%20Kong%20Companies%20Ordinance) The FY2025 financial statements have not yet been reported on by the auditor and will be delivered to the Registrar of Companies in due course; the FY2024 financial statements were delivered and received an unqualified auditor's report - The FY2025 financial statements have not yet been reported on by the auditor, while the FY2024 financial statements received an unqualified auditor's report[77](index=77&type=chunk) [Publication of Annual Results Announcement and Annual Report](index=26&type=section&id=Publication%20of%20Annual%20Results%20Announcement%20and%20Annual%20Report) This final results announcement has been published on the Stock Exchange and the company's website, and the annual report will be dispatched to shareholders and published on the website in due course - The annual results announcement has been published on the Stock Exchange and the company's website, and the annual report will be released in due course[78](index=78&type=chunk) [Other Information](index=27&type=section&id=IV.%20Other%20Information) [Acknowledgement](index=27&type=section&id=Acknowledgement) The Board expresses gratitude for the efforts and contributions of all staff and is committed to maximizing returns for shareholders - The Board thanks all staff for their efforts and contributions, and is committed to delivering maximum returns to shareholders[79](index=79&type=chunk) [By Order of the Board](index=27&type=section&id=By%20Order%20of%20the%20Board) The announcement is issued by Mr Wong Sze Kwan, Chairman, on behalf of the Board, and lists the executive, non-executive, and independent non-executive directors as of the announcement date - The announcement is issued by Mr Wong Sze Kwan, Chairman, on behalf of the Board[80](index=80&type=chunk) - The announcement lists the Board members as of the announcement date, including executive, non-executive, and independent non-executive directors[81](index=81&type=chunk)

此次待售股份总代价1.65亿港元，相当于每股待售股份0.44港元，较股份停牌前（4月22日）收盘价1.50 元折让70.67%。 于完成后，要约人将就公司所有其余已发行股份作出强制性无条件现金要约，并注销所有未行使购股 权。截至5月2日，东京中央拍卖有5亿股已发行股份及4800万份未行使购股权，该等购股权的持有人可 按每股股份0.80港元的行使价，认购4800万股新股份。 4月22日，此前几乎没有什么成交量的东京中央拍卖（01939.HK）迎来剧烈异动，股价飙升200%。 随后，东京中央拍卖自4月23日起开始停牌。 5月6日，东京中央拍卖复牌后一度高开飙升逾110%，然而其股价在之后遭遇"跳崖式"暴跌，截至收盘 放量暴跌了近35%，单日振幅高达152%。 除了东京中央拍卖外，瑞和数智（03680.HK）亦在5月6日出现异动，其股价大幅飙涨近68%。 值得一提的是，东京中央拍卖和瑞和数智的股价突然出现异动和一则消息有关。 5月2日，东京中央拍卖发布公告称，公司控股股东、执行董事兼董事会主席安藤湘桂作为卖方与要约人 ESSA FINANCIAL GROUP LTD、瑞和数智、李杰峰及郑浩然等买方订立买卖协议，出售 ...

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].

金十数据5月6日讯，东京中央拍卖(01939.HK)公布，其74.99%股权易手，今早复牌一度抽高1.12倍至 3.18元。交易对手瑞和数智(03680.HK)一度涨超50%。消息面上，东京中央拍卖公布，ESSA FINANCIAL GROUP LTD、瑞和数智及两名买方，以约1.65亿元，向董事会主席及控股股东安藤湘桂买 入购共约74.99公司股权，其中要约人ESSA，按例提出强制性无条件现金要约，每股要约价0.44元，较 停牌前的1.5元报价大幅折让70.67%。股份要约的价值约为55.01百万港元。要约人ESSA的唯一董事为 黄仕坤，收购东京中央拍卖股权约为65.99%，瑞和数智收购3%，李杰峰及郑浩然亦各收购3%。黄仕坤 为深圳金雅福控股集团的主席，金雅福主要从事黄金及珠宝产业链。 东京中央拍卖股权易手复牌大涨100%，交易对手瑞和数智度涨超50% ...

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]