此乃要件 請即處理 閣下對本通函任何方面或應採取之行動如有任何疑問，應諮詢股票經紀或其他註冊證券商、銀行經 理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有數科集團控股有限公司之股份，應立即將本通函及隨附之代表委任表 格送交買主或承讓人，或經手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交買主或承讓 人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示概不就因本通函全部或任何部份內容而產生或因倚賴該等內容 而引致之任何損失承擔任何責任。 MTT GROUP HOLDINGS LIMITED 2350 (1)建議重選退任董事 及 (2)建議授出回購股份及發行股份之一般授權 及 (3)股東週年大會通告 數科集團控股有限公司謹訂於二零二五年九月十二日（星期五）下午四時正假座香港灣仔告士打道 108號光大中心6樓舉行股東週年大會，大會通告載於本通函第AGM-1至第AGM-5頁。適用於股東 週年大會之代表委任表格亦隨附於本通函內。該代表委任表格亦分別於香港交易及結算所有限公司 網站(http://www.hkexnews.hk） ...

HKEx Stock Code: 2350 股份代號 : 2350 (於開曼群島註冊成立的有限公司) (Incorporated in the Cayman Islands with limited liability) A n n u al R e p ort 2 0 2 4/2 5 年 度 報 告 目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 主席報告 | 4 | | 管理層討論與分析 | 5 | | 董事會報告 | 11 | | 企業管治報告 | 26 | | 董事及高級管理層 | 43 | | 環境、社會及管治報告 | 50 | | 獨立核數師報告 | 65 | | 綜合損益及其他全面收入表 | 70 | | 綜合財務狀況表 | 71 | | 綜合權益變動表 | 73 | | 綜合現金流量表 | 74 | | 綜合財務報表附註 | 76 | | 財務概要 | 138 | | 詞彙表 | 139 | 公司資料 執行董事 葉嘉威先生 （主席兼行政總裁） 陳添祥先生 閆威先生（於二零二五年七月二十五日獲委任） 王冠先生（於二零二五年七月二十五日獲委任） 非執行董事 何宏信 ...

[Performance Highlights](index=1&type=section&id=%E6%91%98%E8%A6%81) [Financial Summary](index=1&type=section&id=%E6%91%98%E8%A6%81) For the year ended March 31, 2025, the Group's total revenue slightly increased by **0.3%** to approximately **HKD 630 million**, with the annual loss significantly narrowing by **31.3%** to **HKD 10.3 million** | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | Approx. 630,200,000 HKD | Approx. 628,100,000 HKD | +0.3% | | **Annual Loss** | Approx. 10,300,000 HKD | Approx. 15,000,000 HKD | -31.3% | | **Basic Loss Per Share** | (1.65) HK cents | (2.40) HK cents | N/A | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E8%A1%A8) Gross profit for the year decreased by **13.5%** to **HKD 61.363 million**, with the narrowing of loss primarily driven by a significant reduction in expected credit loss provisions and lower selling and distribution expenses | Item (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 630,172 | 628,075 | | Gross Profit | 61,363 | 70,976 | | Selling and Distribution Expenses | (26,552) | (36,170) | | Net Expected Credit Loss | (4,512) | (14,328) | | **Loss for the Year** | **(10,320)** | **(14,973)** | [Consolidated Statement of Financial Position](index=3&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2025, the Group's total and net assets remained relatively stable, with net current assets slightly decreasing and a notable increase in contract liabilities within current liabilities | Item (HKD thousands) | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Non-current Assets** | 24,688 | 27,752 | | **Current Assets** | 454,671 | 453,006 | | **Current Liabilities** | 292,318 | 280,432 | | **Non-current Liabilities** | 3,478 | 6,464 | | **Net Assets** | **183,563** | **193,862** | [Notes to the Financial Statements](index=4&type=section&id=%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) [Revenue and Segment Information](index=5&type=section&id=3.%20%E6%94%B6%E7%9B%8A%20%26%204.%20%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) Total revenue was primarily driven by a **12.3%** growth in system integration solutions business to **HKD 241 million**, offsetting a **5.8%** decline in distribution business, with Hong Kong contributing over **99%** of total revenue | Business Segment (HKD thousands) | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Distribution Business** | 389,506 | 413,722 | -5.8% | | **System Integration Solutions Business** | 240,666 | 214,353 | +12.3% | | **Total** | **630,172** | **628,075** | **+0.3%** | - Distribution business refers to the distribution of licensed IT products and provision of related implementation services; system integration solutions business refers to the procurement of IT products and provision of customized IT infrastructure, maintenance, and support services[15](index=15&type=chunk) | Geographical Market (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 624,564 | 616,710 | | China (excluding Hong Kong and Macau) | 4,343 | 8,670 | | Macau | 442 | 2,695 | | Malaysia | 823 | – | [Key Expenses and Taxation](index=8&type=section&id=5.%20%E7%A8%85%E9%A0%85%20%26%206.%20%E5%B9%B4%E5%85%A7%E8%99%A7%E6%90%8D) Staff costs significantly increased by **23.8%** to **HKD 71.543 million**, while net impairment loss on trade receivables, though reduced, remained a material expense at **HKD 4.5 million**, and the Group recorded an income tax expense for the year | Item (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | **Staff Costs** | 71,543 | 57,788 | | Depreciation | 4,584 | 4,798 | | Cost of Inventories Recognized as Expense | 487,564 | 496,838 | | Net Impairment Loss on Trade Receivables | 4,498 | 14,351 | - The Group operates in Hong Kong, Mainland China, Macau, and Malaysia, subject to different corporate income tax rates, including Hong Kong's two-tiered **8.25%**/**16.5%** system, Mainland China's **25%** (with small entity concessions for some subsidiaries), Malaysia's **24%**, and Macau's maximum **12%**[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) [Dividends and Loss Per Share](index=10&type=section&id=7.%20%E8%82%A1%E6%81%AF%20%26%208.%20%E6%AF%8F%E8%82%A1%E8%99%A7%E6%90%8D) The company neither declared nor paid any dividends for the year, with basic loss per share at **HKD 0.0165**, calculated based on an annual loss of **HKD 10.32 million** and **625 million** issued ordinary shares - For the years ended March 31, 2025 and 2024, the Company neither paid nor declared any dividends to shareholders[24](index=24&type=chunk)[58](index=58&type=chunk) | Item | 2025 | 2024 | | :--- | :--- | :--- | | **Loss for the Year (HKD thousands)** | (10,320) | (14,973) | | **Number of Issued Ordinary Shares (thousands)** | 625,000 | 625,000 | [Working Capital Analysis](index=11&type=section&id=10.%20%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85%20%26%2011.%20%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) Total trade receivables significantly decreased to **HKD 241 million**, yet **HKD 108 million** remains overdue for over 180 days, while prepayments surged to **HKD 157 million** mainly for IT product procurement - As of March 31, 2025, approximately **HKD 219 million** of trade receivables balance was overdue, with **HKD 180 million** overdue for more than 90 days, and management considers existing loss provisions adequate[29](index=29&type=chunk) - Prepayments include approximately **HKD 132 million** for IT product procurement in the distribution business, expected to be utilized by July 2025[27](index=27&type=chunk) | Trade Receivables Aging (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | 0 to 90 days | 47,859 | 105,224 | | 91 to 180 days | 71,272 | 86,354 | | Over 180 days | 108,073 | 181,232 | | **Total** | **227,204** | **372,810** | [Management Discussion and Analysis](index=13&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%B1%95%E6%9C%9B) [Business Review and Outlook](index=13&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%B1%95%E6%9C%9B) As an IT solutions provider, the Group's system integration business grew due to cloud service demand, offsetting distribution decline, while future opportunities in cloud, data centers, and AI are balanced by IT talent shortages, retail weakness, and geopolitical tensions [Business Review](index=13&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) Total revenue slightly increased by **0.3%** to **HKD 630 million**, driven by a **12.3%** growth in system integration solutions to **HKD 241 million**, while distribution revenue declined by **5.8%** to **HKD 390 million** - The Group primarily engages in two businesses: (i) IT product distribution; and (ii) system integration solutions, including system design, software and hardware implementation, coordination, and maintenance support services[32](index=32&type=chunk) | Business Segment | Revenue (HKD) | YoY Change | Reason | | :--- | :--- | :--- | :--- | | **Distribution Business** | Approx. 389.5 million | -5.8% | Weak economic environment, reduced demand | | **System Integration Solutions** | Approx. 240.7 million | +12.3% | Increased demand for cloud-related applications and system services | [Outlook, Opportunities, and Challenges](index=13&type=section&id=%E5%89%8D%E6%99%AF) Future growth opportunities stem from cloud service adoption, data center investments, and AI-driven infrastructure demand, while challenges include IT talent shortages, retail sector weakness, and geopolitical uncertainties - Opportunities: - **Cloud Services**: Enterprises continue to migrate to the cloud for efficiency, driving demand for cloud infrastructure, data management, and security products[34](index=34&type=chunk)[36](index=36&type=chunk) - **Data Centers**: Increased internet usage and the adoption of hyper-converged architecture will drive data center-related investments[34](index=34&type=chunk)[36](index=36&type=chunk) - **Artificial Intelligence**: Enterprises adopting machine learning technologies will drive demand for AI servers and storage infrastructure[34](index=34&type=chunk)[36](index=36&type=chunk) - Challenges: - **Talent Shortage**: The worsening IT talent shortage in Hong Kong increases staff costs, impacting profitability[36](index=36&type=chunk) - **Retail Weakness**: Retailers are more cautious with IT investments, potentially reducing overall industry profitability[36](index=36&type=chunk) - **Geopolitical Tensions**: US-China tensions and the Russia-Ukraine war may lead to regulatory changes and trade disruptions, affecting business stability[36](index=36&type=chunk) [Financial Performance Analysis](index=15&type=section&id=%E8%B2%A1%E5%8B%99%E8%A1%A8%E7%8F%BE%E5%88%86%E6%9E%90) Gross profit margin decreased from **11.3%** to **9.7%** due to intense competition, but the annual loss narrowed to **HKD 10.3 million** due to a **26.5%** reduction in selling and distribution expenses and lower expected credit losses - Overall gross profit margin decreased from **11.3%** in the previous year to **9.7%** in the current year, primarily due to declining gross profit margins in both system integration and distribution businesses caused by intense competition and economic weakness[39](index=39&type=chunk) - Selling and distribution expenses decreased by **HKD 9.6 million** (**-26.5%**), primarily due to reduced commissions paid to employees during the year[42](index=42&type=chunk) - Administrative expenses increased by **HKD 2.9 million** (**+8.4%**), mainly due to higher staff costs related to strategic planning and increased legal and professional fees[43](index=43&type=chunk) - Annual loss decreased from **HKD 15 million** to **HKD 10.3 million**, a reduction of **31.3%**[46](index=46&type=chunk) [Liquidity and Capital Resources](index=18&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The Group's financial position is robust with an improved net debt position, as the net gearing ratio decreased from **29.6%** to **23.6%** due to reduced bank borrowings, and sufficient liquidity is maintained with pledged assets | Item (HKD thousands) | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Bank Borrowings | 48,200 | 59,900 | | Net Debt Position | 43,300 | 57,300 | | Total Equity | 183,600 | 193,900 | | **Net Gearing Ratio** | **23.6%** | **29.6%** | - As of March 31, 2025, the Group pledged approximately **HKD 31.7 million** in bank deposits and **HKD 9.5 million** in directors' life insurance policies to secure bank financing[56](index=56&type=chunk) - Capital expenditure for the year was **HKD 0.1 million**, significantly lower than **HKD 1.5 million** in the previous year[55](index=55&type=chunk) [Human Resources and Capital Structure](index=19&type=section&id=%E5%83%B1%E5%93%A1%20%26%20%E8%B3%87%E6%9C%AC%E7%B5%90%E6%A7%8B) As of March 31, 2025, employee count remained stable at **179**, but staff costs increased from **HKD 57.8 million** to **HKD 71.5 million**, with no share options granted and an unchanged capital structure since listing | Item | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Number of Employees** | Approx. 179 | Approx. 180 | | **Staff Costs** | Approx. 71,500,000 HKD | Approx. 57,800,000 HKD | - The Group adopted a share option scheme in December 2022, but as of the financial year-end, no share options were granted or remained outstanding[63](index=63&type=chunk) - There has been no change in the Company's issued share capital since its listing in September 2022[59](index=59&type=chunk) [Post-Reporting Period Events and Use of Proceeds](index=20&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E7%B5%90%E6%9D%9F%E5%BE%8C%E7%9A%84%E9%87%8D%E5%A4%A7%E4%BA%8B%E9%A0%85%20%26%20%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) A significant post-reporting event on June 12, 2025, involved an unconditional mandatory cash offer for the company's shares; of the **HKD 66 million** IPO proceeds, **HKD 61.3 million** has been utilized, with the remaining **HKD 4.7 million** delayed due to talent recruitment and system development - On June 12, 2025, QH Technology Holdings Limited announced an unconditional mandatory cash offer for the Company[64](index=64&type=chunk) | Use of Net IPO Proceeds (HKD millions) | Intended Amount | Amount Utilized | Unutilized Amount | | :--- | :--- | :--- | :--- | | Expansion of System Integration Solutions Business | 13.5 | 8.9 | 4.6 | | Upgrade of Equipment, Software, Hardware, and ERP Systems | 2.9 | 2.8 | 0.1 | | Other Fully Utilized Purposes | 49.6 | 49.6 | – | | **Total** | **66.0** | **61.3** | **4.7** | - Reasons for the delay in utilizing proceeds include extended recruitment periods due to insufficient talent supply in the market and longer-than-planned system development phases[68](index=68&type=chunk) [Corporate Governance and Other Information](index=23&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F) [Corporate Governance Practices](index=23&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F) The company largely complied with the Corporate Governance Code, with a deviation where the Chairman and CEO roles are combined, which the Board believes provides strong leadership and aligns with shareholder interests - The Company deviates from Corporate Governance Code provision C.2.1, where the roles of Chairman and Chief Executive Officer are held by the same individual, Mr. Yip Ka Wai[71](index=71&type=chunk) - The Board believes this arrangement provides strong and consistent leadership, given Mr. Yip Ka Wai's extensive experience, and adequate checks and balances are in place[71](index=71&type=chunk)[72](index=72&type=chunk) [Review and Publication](index=24&type=section&id=%E5%AF%A9%E9%96%B1%E5%B9%B4%E5%BA%A6%E6%A5%AD%E7%B8%BE) The Audit Committee, composed of three independent non-executive directors, has reviewed the annual results, and the auditor has confirmed consistency of financial figures with audited statements, with the Annual General Meeting scheduled for August 19, 2025 - The Audit Committee, comprising three independent non-executive directors, has reviewed the annual results and deemed them prepared in accordance with applicable accounting standards with sufficient disclosure[74](index=74&type=chunk)[75](index=75&type=chunk) - The auditor, Tianjian International Certified Public Accountants Limited, has confirmed the consistency of financial figures in this announcement with the audited statements, though their work does not constitute an assurance engagement[76](index=76&type=chunk) - The annual results announcement and annual report will be published on the Stock Exchange website and the Company's website[79](index=79&type=chunk)

Group 1 - The "Investment Chengdu" Global Investment Conference was held on June 18, 2025, attracting nearly 400 guests from various sectors, including Fortune 500 companies and financial institutions [1][3] - Doumiao Technology Group signed a cooperation agreement for a "major industrialization project," marking a significant step in its digital strategy and contributing to the economic development of Chengdu [3][8] - The project is expected to enhance Doumiao's business expansion and elevate its capabilities while strengthening the local industrial chain [3][8] Group 2 - Doumiao's chairman emphasized the company's strategy in the digital economy, focusing on technology innovation and industry upgrades [4][5] - The company aims to connect various stakeholders in the automotive industry through a comprehensive solution that enhances transaction efficiency and optimizes financial services [4][5] - Chengdu's favorable business environment, including talent availability and efficient governance, is seen as a significant advantage for technology companies like Doumiao [5][6] Group 3 - The successful signing of the "Chengdu Major Industrialization Project" opens a new chapter for Doumiao's strategic development and deepens its collaboration with Chengdu High-tech Zone [8] - Doumiao is committed to driving digital transformation in the automotive industry and contributing to the city's high-quality development [8]

Group 1 - The visit by the China Enterprise Financial Management Association to Deep Technology Group highlighted the importance of digital technology application and platform construction in the financial sector [1][3] - The discussions focused on topics such as supply chain financial innovation, intelligent platform development, and the empowerment of the real economy through financial technology [1][3] - The Chairman of Deep Technology Group shared insights on the company's core sectors, strategic planning, and operational development, praising the association's role in promoting intelligent development in China [3] Group 2 - The association's honorary chairman expressed high expectations for deepening cooperation and praised the strategic model of Deep Technology Group, which focuses on integrated development [3] - The association's vice president shared insights on the exploration and practice of promoting intelligent development, emphasizing the need for member sharing, case presentations, and channel cooperation [3] - The exchange underscored the willingness of both parties to enhance communication and collaboration, aiming to establish a long-term cooperation mechanism to support the development of millions of small and micro enterprises [3]

Group 1 - The company, Digital China Group Co., Ltd., has suspended trading in Hong Kong [1]

Core Insights - The core viewpoint of the articles emphasizes the integration of technology and cultural tourism, highlighting how TaiGang Digital Technology Group is transforming the tourism experience through innovative technologies [1][3][5]. Group 1: Technology Integration - TaiGang Digital Technology Group focuses on the deep integration of "technology + cultural tourism," breaking the traditional one-way communication model in tourism consumption [1][3]. - The company employs cutting-edge technologies such as artificial intelligence, augmented reality, and the Internet of Things to create a new paradigm of tourism experiences that are "perceptible, participatory, and creative" [1][3]. - AI algorithms analyze user behavior data to provide personalized recommendations, while augmented reality integrates virtual elements into physical spaces, enhancing immersive experiences [1][3]. Group 2: Experience Enhancement - The company enhances the emotional impact of cultural tourism content through high-resolution rendering and dynamic lighting technologies, allowing for detailed scene restoration [3]. - Interaction is facilitated through gesture recognition, voice interaction, and body feedback, enabling natural user engagement with content [3]. - The design incorporates branching narratives and user co-creation, transforming users from passive observers to active participants, fostering emotional resonance and social connections [3]. Group 3: Collaborative Ecosystem - TaiGang Digital Technology Group promotes collaborative development in cultural tourism consumption through an open ecosystem approach [3]. - The establishment of a technology platform, content platform, and operational network integrates resources from cultural tourism institutions, technology companies, and consumption scenarios, creating a "shared technology, co-created content, and symbiotic value" ecosystem [3]. - This collaborative ecosystem breaks down the isolation effect in cultural tourism consumption, enabling traditional venues like museums and theaters to synergize with emerging sectors such as the metaverse and live e-commerce [3]. Group 4: Future Outlook - As technology enhances interactivity, immersion, and dissemination in cultural tourism, consumption evolves from mere transactions to emotional resonance and value co-creation [5]. - TaiGang Digital Technology Group's exploration in unlocking new tourism consumption scenarios reveals the core logic of cultural tourism industry development in the digital economy era, painting a broader picture for the future of the industry through continuous innovation [5].

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 220,276,000, a decrease of 38.8% compared to HKD 360,063,000 for the same period in 2023[8] - Gross profit for the same period was HKD 21,531,000, down 44.5% from HKD 38,447,000 year-over-year[8] - The company reported a net loss of HKD 18,222,000 for the six months ended September 30, 2024, compared to a profit of HKD 1,368,000 in the prior year[8] - Total comprehensive loss for the period was HKD 17,987,000, compared to a comprehensive income of HKD 969,000 in the same period last year[8] - Basic loss per share for the period was HKD (2.92), compared to earnings per share of HKD 0.22 in the previous year[8] - The company reported a loss before tax of HKD 19,268 for the period, compared to a loss of HKD 6,806 in the previous year[31] - The company reported a loss attributable to owners of HKD 18,222,000 for the six months ended September 30, 2024, compared to a profit of HKD 1,368,000 in the same period of 2023[46] - Total revenue decreased by approximately HKD 139.8 million or 38.8% from about HKD 360.1 million in the 2023 fiscal period to about HKD 220.3 million in the 2024 fiscal period[74] - The company recorded a loss of approximately HKD 18.2 million in the 2024 fiscal period, compared to a profit of about HKD 1.4 million in the 2023 fiscal period[85] Revenue Breakdown - Revenue from the distribution of IT products was HKD 106,072, down 56.9% from HKD 245,881 in the previous year[23] - Revenue from system integration solutions was HKD 114,204, an increase of 17.7% compared to HKD 96,950 in the prior year[31] - The geographic revenue breakdown shows that revenue from Hong Kong was HKD 217,405, down 39.0% from HKD 356,460 in the previous year[23] - Revenue recognized over time was HKD 33,279, slightly up from HKD 32,224 in the previous year[27] - Revenue from the distribution business in the 2024 fiscal period was approximately HKD 106.1 million, a decrease of about HKD 157 million or 59.7% compared to approximately HKD 263.1 million in the 2023 fiscal period[74] - Revenue from the system integration solutions business increased by approximately HKD 17.2 million or 17.8% to about HKD 114.2 million in the 2024 fiscal period, driven by increased sales of cloud products and services[74] Assets and Liabilities - The company's total assets as of September 30, 2024, were HKD 418,310,000, compared to HKD 453,006,000 as of March 31, 2024[10] - Current liabilities decreased to HKD 264,383,000 from HKD 280,432,000 as of March 31, 2024[10] - The company's net asset value as of September 30, 2024, was HKD 175,875,000, down from HKD 193,862,000 as of March 31, 2024[10] - As of September 30, 2024, total trade receivables amounted to HKD 307,373,000, a decrease from HKD 372,810,000 as of March 31, 2024[52] - Total trade payables as of September 30, 2024, were HKD 144,536,000, down from HKD 184,556,000 as of March 31, 2024[57] - The company reported bank borrowings of approximately HKD 60,782,000 as of September 30, 2024, an increase from HKD 57,867,000 as of March 31, 2024[58] - The total equity as of September 30, 2024, was HKD 6,250,000,000, unchanged from previous periods[60] - The group's net debt decreased from approximately HKD 57,700,000 on March 31, 2024, to approximately HKD 57,300,000 on September 30, 2024[86] - Total equity decreased from approximately HKD 193,900,000 on March 31, 2024, to approximately HKD 175,900,000 on September 30, 2024, resulting in a net capital debt ratio increase from about 29.6% to approximately 32.7%[86] Cash Flow and Investments - Operating cash flow before changes in working capital was negative HKD 7,250, compared to positive HKD 7,463 in the previous year[15] - Net cash used in investing activities was HKD 4,728, a significant improvement from negative HKD 13,110 in the same period last year[15] - Net cash used in financing activities was HKD 4,134, compared to negative HKD 1,192 in the previous year[15] - Cash and cash equivalents at the end of the period were HKD 10,457, down from HKD 12,765 at the end of the previous year[15] - The company acquired property and equipment amounting to approximately HKD 65,000,000 during the six months ended September 30, 2024, down from HKD 114,000,000 in the same period of 2023[47] - The group incurred capital expenditures of HKD 100,000 for the acquisition of property, plant, and equipment, as well as intangible assets for the six months ended September 30, 2024, consistent with the previous fiscal period[89] Employee and Administrative Costs - Employee costs, including director remuneration, increased to HKD 31,884,000 from HKD 30,213,000 year-on-year[40] - Short-term employee benefits for the six months ended September 30, 2024, were HKD 2,401,000, a decrease from HKD 3,220,000 in the same period of 2023[62] - Administrative expenses decreased by approximately HKD 1.8 million or 10.5% to about HKD 15.3 million in the 2024 fiscal period, mainly due to reduced legal and professional fees[81] Legal and Compliance Matters - The company has reached a preliminary settlement agreement with the Competition Commission, agreeing to pay approximately HKD 1,345,000, which includes a fine of HKD 1,190,000[65] - The company has not made any provisions regarding the legal proceedings initiated by the Competition Commission as of March 31, 2023, due to insufficient information[65] - The company did not declare or propose any dividends for the six months ended September 30, 2024, consistent with the previous year[45] - The group did not declare any interim dividend for the six months ended September 30, 2024, consistent with the previous period[96] Future Outlook and Strategic Initiatives - The company anticipates continued demand for hyper-converged infrastructure products and AI servers driven by the ongoing digital transformation needs of enterprises[69] - The company is facing delays in the expansion of its system integration solutions business due to a shortage of market talent and labor supply[114] - The company is upgrading its equipment, software, hardware, and ERP systems, with an expected total expenditure of HKD 2.9 million to be fully utilized by March 31, 2025[108] - The company established a new centralized service department to provide 24/7 technical support and detection and response services[108] Shareholder and Governance Matters - The company’s major shareholder, Ip Group, holds 393,720,000 shares, representing 62.99% of the company’s equity[121] - The company has adopted a share option scheme approved by shareholders on December 19, 2022, but has not granted any options as of the report date[125] - The company has adopted the corporate governance code as per the listing rules, with a deviation from the code regarding the separation of the roles of Chairman and CEO[127] - The audit committee, composed of three independent non-executive directors, has reviewed and agreed on the accounting principles and practices adopted by the group[132]

Financial Performance - The group recorded revenue of approximately HKD 220,300,000 and gross profit of about HKD 21,500,000 for the six months ended September 30, 2024, representing a decrease of approximately 38.8% and 44.0% respectively compared to the same period in 2023[2]. - The group incurred a loss of approximately HKD 18,200,000 for the six months ended September 30, 2024, compared to a profit of approximately HKD 1,400,000 for the same period in 2023[2]. - Basic loss per share for the six months ended September 30, 2024, was HKD 2.92, compared to basic earnings per share of HKD 0.22 for the same period in 2023[2]. - The company reported a pre-tax loss of HKD 19,268 thousand for the six months ended September 30, 2024, compared to a pre-tax profit of HKD 1,490 thousand for the same period in 2023[29]. - The company reported a loss attributable to shareholders of HKD 18,222,000 for the six months ended September 30, 2024, compared to a profit of HKD 1,368,000 for the same period in 2023, indicating a significant decline in performance[42]. - For the fiscal year 2024, the company recorded a loss of approximately HKD 18,200,000 compared to a profit of approximately HKD 1,400,000 in the fiscal year 2023[71]. Revenue Breakdown - For the six months ended September 30, 2024, the total revenue was HKD 220,276 thousand, a decrease of 38.8% compared to HKD 360,063 thousand for the same period in 2023[22]. - The distribution business generated revenue of HKD 106,072 thousand, down 59.8% from HKD 263,113 thousand in the previous year[17]. - The system integration solutions business reported revenue of HKD 114,204 thousand, an increase of 17.5% from HKD 96,950 thousand in the prior year[18]. - Revenue recognized over time was HKD 33,279 thousand, up 3.3% from HKD 32,224 thousand in the previous year[25]. - Total revenue decreased by approximately HKD 139.8 million or 38.8% from about HKD 360.1 million in the fiscal period ending September 30, 2023, to about HKD 220.3 million in the fiscal period ending September 30, 2024[55]. - Revenue from the distribution business for the fiscal period 2024 was approximately HKD 106.1 million, a decrease of about HKD 157 million or 59.7% compared to approximately HKD 263.1 million in the fiscal period 2023[55]. - Revenue from the system integration solutions business increased by approximately HKD 17.2 million or 17.8%, from about HKD 97 million in the fiscal period 2023 to approximately HKD 114.2 million in the fiscal period 2024[55]. Expenses and Costs - The total operating expenses, including sales and distribution expenses and administrative expenses, amounted to HKD 32,337 thousand for the current period[29]. - Employee costs, including director remuneration, increased to HKD 31,884,000 from HKD 30,213,000 year-on-year, reflecting a rise of approximately 5.5%[6]. - The cost of inventory recognized as an expense decreased significantly to HKD 153,218,000 from HKD 294,089,000, representing a reduction of about 47.9%[6]. - Selling and distribution expenses increased by approximately HKD 400,000 or 2.4% to about HKD 17 million in the fiscal period 2024, mainly due to increased commission expenses in the system integration solutions segment[67]. - Administrative expenses decreased by approximately HKD 1.8 million or 10.5% to about HKD 15.3 million in the fiscal period 2024, primarily due to reduced legal and professional fees[68]. - Financing costs increased by approximately HKD 300,000 or 17.6% to about HKD 2 million in the fiscal period 2024, mainly due to increased bank borrowings[69]. Assets and Liabilities - Total assets less current liabilities amounted to HKD 181,114,000 as of September 30, 2024, compared to HKD 200,326,000 as of March 31, 2024[6]. - Non-current assets were valued at HKD 27,187,000 as of September 30, 2024, slightly down from HKD 27,752,000 as of March 31, 2024[6]. - Current liabilities decreased to HKD 264,383,000 as of September 30, 2024, from HKD 280,432,000 as of March 31, 2024[6]. - The group reported a net asset value of HKD 175,875,000 as of September 30, 2024, down from HKD 193,862,000 as of March 31, 2024[9]. - The group’s total equity decreased to HKD 175,875,000 as of September 30, 2024, from HKD 193,862,000 as of March 31, 2024[9]. - Total trade receivables as of September 30, 2024, amounted to HKD 307,373,000, down from HKD 372,810,000 as of March 31, 2024, indicating a decrease of approximately 17.5%[46]. - The total amount of trade payables as of September 30, 2024, was HKD 144,536,000, a decrease from HKD 184,556,000 as of March 31, 2024, reflecting a decline of about 21.7%[49]. - As of September 30, 2024, the company's bank borrowings amounted to approximately HKD 60,700,000, a slight increase of about HKD 800,000 or 1.4% from HKD 59,900,000 on March 31, 2024[73]. - The company's net debt decreased from approximately HKD 57,700,000 on March 31, 2024, to approximately HKD 57,300,000 on September 30, 2024[73]. - The company's total equity decreased from approximately HKD 193,900,000 on March 31, 2024, to approximately HKD 175,900,000 on September 30, 2024[73]. - The net capital debt ratio increased from approximately 29.6% on March 31, 2024, to approximately 32.7% on September 30, 2024[73]. Dividends and Shareholder Returns - The board of directors did not recommend the payment of any interim dividend for the six months ended September 30, 2024[2]. - The company did not declare or recommend any dividends for the six months ended September 30, 2024, consistent with the previous year[40]. - The company has not purchased, sold, or redeemed any of its listed securities in the six months ending September 30, 2024[98]. Corporate Governance and Compliance - The company has adopted the corporate governance code and has complied with its provisions, except for a deviation regarding the separation of the roles of Chairman and CEO[99][101]. - The audit committee, consisting of three independent non-executive directors, has reviewed and agreed on the accounting principles and practices adopted by the group[103]. Capital Expenditures and Investments - The company acquired property and equipment for approximately HKD 65,000,000 during the six months ended September 30, 2024, compared to HKD 114,000,000 in the same period of 2023[43]. - The company incurred capital expenditures of HKD 100,000 for the acquisition of property, plant, and equipment, consistent with the previous fiscal year[76]. - As of September 30, 2024, the company had no significant investments[86]. Use of Proceeds - The estimated net proceeds from the share sale are approximately HKD 71.2 million, with the actual net proceeds being around HKD 66 million after deducting underwriting fees and expenses[91]. - As of September 30, 2024, the planned use of the net proceeds includes expanding the IT distribution segment with an allocation of HKD 36.5 million, which has been fully utilized[94]. - The expansion of the system integration solutions segment has an allocated amount of HKD 13.5 million, with HKD 5.9 million utilized and HKD 7.6 million expected to be fully utilized by March 31, 2025[94][96]. - A new centralized service department for IT maintenance and support services has been established with an allocation of HKD 5.1 million, which has been fully utilized[94]. - Marketing efforts to enhance brand awareness have an allocation of HKD 1.3 million, which has been fully utilized[94]. - Upgrading the group's equipment, software, hardware, and ERP systems has an allocation of HKD 2.9 million, with HKD 2 million utilized and HKD 0.9 million expected to be fully utilized by March 31, 2025[94][97]. - As of September 30, 2024, the total utilized and unutilized net proceeds amount to HKD 66 million, with HKD 57.5 million utilized and HKD 8.5 million remaining[94]. Employee Information - The company employed approximately 184 employees as of September 30, 2024, an increase from 180 employees on March 31, 2024[88]. Other Information - The company has reached a preliminary settlement agreement with the Competition Commission, agreeing to pay approximately HKD 1,345,000, which includes a fine of HKD 1,190,000 and investigation costs of HKD 155,000[52]. - There were no significant events occurring after September 30, 2024[90]. - The company applied new and revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial position and performance for the current and prior periods[14]. - The tax expense for the six months ended September 30, 2024, was HKD (1,046) thousand, compared to HKD 122 thousand for the same period in 2023[36]. - The company operates in Hong Kong, China (excluding Hong Kong and Macau), and Macau, focusing on distributing IT products and providing related services[20]. - The company has not disclosed asset and liability analysis by operating and reportable segments as it is not regularly reviewed by the chief operating decision maker[34]. - The company reported a net foreign exchange loss of HKD 126,000 for the six months ended September 30, 2024, down from a loss of HKD 319,000 in the previous year[6].

Financial Performance - Total revenue decreased by approximately HKD 124.4 million or 16.5% to about HKD 628.1 million for the fiscal year ending March 31, 2024, compared to approximately HKD 752.5 million in the previous year[9]. - Revenue from the distribution business was approximately HKD 413.7 million, a decrease of about HKD 91.3 million or 18.1% from approximately HKD 505 million in the previous year[12]. - Revenue from the system integration solutions business was approximately HKD 214.4 million, down about HKD 33.1 million or 13.4% from approximately HKD 247.5 million in the previous year[12]. - Sales from content delivery network licensing dropped significantly from approximately HKD 290.4 million to about HKD 150 million, a decrease of approximately HKD 140.4 million[12]. - Gross profit fell by approximately HKD 55.7 million or 44.0% to about HKD 71.0 million, with the overall gross margin declining from 16.8% to 11.3%[18]. - Other income and net gains decreased by approximately HKD 3.5 million or 77.8% to about HKD 1.0 million, primarily due to the absence of government subsidies received in the previous year[20]. - The net loss for the year was approximately HKD 15.0 million, compared to a net profit of approximately HKD 43.7 million in the previous year[27]. - Net debt increased from approximately HKD 42.1 million to about HKD 57.3 million, reflecting a significant decrease in cash and cash equivalents by approximately HKD 17.8 million or 62.5%[28]. - The total equity decreased from approximately HKD 209.2 million to about HKD 193.9 million, resulting in an increase in the net capital debt ratio from approximately 20.1% to 29.6%[28]. Operational Challenges - The company faces a significant challenge of talent shortage, which is impacting the entire industry due to rapid technological advancements[9]. - The economic environment has led to a decrease in project numbers, affecting overall demand for system integration solutions[9]. - The company is focused on strategic adjustments to navigate through the current uncertainties in the market[10]. - The company emphasizes its resilience and adaptability in overcoming challenges and maintaining its commitment to providing high-quality solutions[10]. Employee and Management - The group employed approximately 180 staff as of March 31, 2024, an increase from 135 staff in the previous year[44]. - Employee costs for the year included performance-related bonuses and director remuneration of approximately HKD 57,800,000, slightly down from HKD 58,800,000 in the previous year[44]. - The company emphasizes the importance of employee development and has adopted a new share option plan to recognize and incentivize contributions from eligible participants, including employees[55]. Corporate Governance - The company is committed to high standards of corporate governance to ensure long-term shareholder returns and stakeholder benefits[129]. - The board consists of seven members, including two executive directors, two non-executive directors, and four independent non-executive directors[133]. - The audit committee consists of three independent non-executive directors, ensuring oversight of accounting principles and policies[124]. - The company has established a robust internal control and risk management system to monitor operational and financial performance[140]. - The board has maintained compliance with the corporate governance code, except for a specific provision regarding the roles of the chairman and CEO[129]. Shareholder Relations - The company has established multiple channels for ongoing communication with shareholders, including annual general meetings and the company website[196]. - The company encourages shareholder participation in meetings and supports proxy voting for those unable to attend[199]. - The company will publish voting results from general meetings on its website and the stock exchange after each meeting[193]. Capital Management - The group reached a preliminary settlement agreement with the Competition Commission, agreeing to pay approximately HKD 1,345,000, which includes a fine of HKD 1,190,000 and investigation costs of HKD 155,000[34]. - The company has allocated HKD 5.1 million for IT maintenance and support services, with all funds already utilized[77]. - The company plans to fully utilize HKD 36.5 million for expanding its IT distribution business by March 31, 2025, with HKD 10.6 million already utilized[77]. Legal and Compliance - The company has complied with relevant laws and regulations that significantly impact its business and operations during the year[52]. - There were no significant disputes between the company and its employees, suppliers, or customers during the year[56]. - The company has not engaged in any arrangements that would allow directors or their associates to benefit from the purchase of shares or debt securities[97]. Future Outlook - The company remains optimistic about the long-term development of the IT industry in Hong Kong despite the challenging macroeconomic environment and increasing market competition[13]. - The company anticipates delays in the utilization of funds for system integration solutions due to labor supply issues, affecting the original timeline[84].