香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部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。 KFM KINGDOM HOLDINGS LIMITED KFM 金德控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：3816） 關連交易 出售機器 出售事項 於2025年9月29日（交易時段後），本公司的全資附屬公司KPM Malaysia就出售 事項與KBT訂立買賣協議，總價為2,108,108令吉（相當於約3,900,000港元）。 上市規則的涵義 於本公告日期，KBT最終由孫先生全資擁有，孫先生為本公司董事會主席、執行 董事及其中一名控股股東。KBT為孫先生的聯繫人，因而根據上市規則第14A章 為本公司的關連人士。據此，根據上市規則第14A章，出售事項構成本公司的關 連交易。 由於出售事項的所有適用百分比率（定義見上市規則）超過0.1%但少於5%，因此 出售事項符合上市規則第14A.76(2)條的規定，僅須遵守上市規則第14A章項下申 報及公告規定，惟獲豁免遵守通函、獨立財務意見及股 ...

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: KFM金德控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年9月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 03816 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 4,500,000,000 | HKD | | 0.1 HKD | | 450,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 4,500,000,000 | HKD | | 0.1 HKD | | 450,000,000 | 本月底法 ...

| 引言 | | 1 股份、認股權證及修訂權利 8 更改股本 9 留置權 15 股份轉讓 18 股份的傳轉 20 沒收股份 21 註冊辦事處 38 38 管理層 49 49 儲備資本化 56 賬目 核數師 清盤 75 未能聯絡的股東 76 81 | | --- | --- | --- | | 文件銷毀 | | 77 | | 購回本公司證券 | | 12 | | 股東名冊及股票 | | 12 | | 認購權儲備 | | 78 | | 催繳股款 | | 16 | | | | | | 股東大會 | | 23 | | 股東大會的議事程序 | | 25 | | 股東投票 | | 32 | | 董事會 | | | | 董事的委任及輪值 | | 45 | | 借貸權力 | | 47 | | 董事總經理等 | | 48 | | 經理 | | | | 主席及其他高級人員 | | 50 | | 董事會的議事程序 | | 50 | | 會議記錄及公司記錄 | 53 | | | 秘書 | | 53 | | 公司印章的一般管理及使用 | | 54 | | 文件認證 | | 56 | | 股息及儲備 | | 58 | | 記錄日期 | ...

（於開曼群島註冊成立之有限公司） （股份代號：3816） 於2025年8月21日舉行之 股東週年大會投票表決結果 茲提述KFM金德控股有限公司（「本公司」）日期為2025年7月23日的通函（「通函」）。 除另有界定者外，本公告所用詞彙與通函所界定者具有相同涵義。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部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。 KFM KINGDOM HOLDINGS LIMITED KFM 金德控股有限公司 股東週年大會上，每項決議案均以投票方式表決。本公司謹此報告，孫國華先生、 尹錦滔先生及陳銘燊先生親身出席股東週年大會；鄭沅庭女士以電子方式出席股東 週年大會；黃志國先生因其他事務在身，未能出席股東週年大會。 投票表決結果載列如下： | | 普通決議案 | 票數(%) | | 股東通過 | | --- | --- | --- | --- | --- | | | | 贊成2 | 反對2 | | | 1. | 省覽及批准截至2025年3月31日止年 | 450,003 ...

FF301 公司名稱: KFM金德控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 03816 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 4,500,000,000 | HKD | | 0.1 HKD | | 450,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 4,500,000,000 | HKD | | 0.1 HKD | | 450,000,000 | 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 III. ...

不會為今天的利益而放棄 我們的眼光是 長遠的 明天 www.kingdom.com.hk 年報 (Incorporated in the Cayman Islands with limited liability) (HKEx Stock Code: 3816) www.kingdom.com.hk Annual Report We cultivate for Our Goals are Far and High Tomorrow ANNUAL REPORT 2025 年報 （於開曼群島註冊成立之有限公司）（股份代號: 3816） 目錄 | 財務概要 | 2 | | --- | --- | | 公司資料 | 3 | | 主席報告書 | 4 | | 業務回顧 | 5 | | 企業管治報告 | 10 | | 環境、社會及管治報告 | 22 | | 董事簡歷 | 43 | | 董事會報告 | 46 | | 獨立核數師報告 | 57 | | 綜合損益及其他全面收益表 | 61 | | 綜合財務狀況表 | 62 | | 綜合權益變動表 | 64 | | 綜合現金流量表 | 65 | | 綜合財務報表附註 | 67 | ...

[Announcements and Company Information](index=1&type=section&id=Announcements%20and%20Company%20Information) This section outlines the annual results, proposed corporate governance updates, and the composition of the Board of Directors [Annual Results Announcement](index=1&type=section&id=Annual%20Results%20Announcement) KFM Kingdom Holdings Limited announced its consolidated results for the year ended March 31, 2025, with comparative data for 2024, and proposed amendments to its Articles of Association for paperless listing, electronic shareholder participation, and a new treasury share system - The company announced its consolidated results for the year ended March 31, 2025, with comparative data for 2024[2](index=2&type=chunk) - Proposed amendments to the Articles of Association reflect expanded paperless listing, electronic shareholder participation in general meetings and voting, a new treasury share system, and other internal revisions[2](index=2&type=chunk) [Board of Directors](index=1&type=section&id=Board%20of%20Directors) As of the announcement date, KFM Kingdom Holdings Limited's Board of Directors comprises Mr. Sun Kwok Wah (Chairman) and Mr. Wong Chi Kwok as executive directors, and Mr. Wan Kam To, Ms. Cheng Yuen Ting, and Mr. Chan Ming Shun as independent non-executive directors - Executive Directors include Mr. Sun Kwok Wah (Chairman) and Mr. Wong Chi Kwok[2](index=2&type=chunk) - Independent Non-executive Directors include Mr. Wan Kam To, Ms. Cheng Yuen Ting, and Mr. Chan Ming Shun[2](index=2&type=chunk) [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) This section presents the company's consolidated financial performance and position for the year ended March 31, 2025, including detailed statements of profit or loss and financial position [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, revenue significantly increased by **28.4%** to **HK$757,546 thousand**, driving a **64.1%** year-on-year profit increase to **HK$37,997 thousand**, with basic and diluted earnings per share rising from **3.87 HK cents** to **6.05 HK cents** Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 757,546 | 589,904 | 167,642 | 28.4% | | Cost of Sales | (620,267) | (482,641) | (137,626) | 28.5% | | Gross Profit | 137,279 | 107,263 | 30,016 | 28.0% | | Net Other Income | 11,308 | 12,031 | (723) | -6.0% | | Profit Before Tax | 44,436 | 32,643 | 11,793 | 36.1% | | Income Tax Expense | (6,439) | (9,496) | 3,057 | -32.2% | | Profit for the Year | 37,997 | 23,147 | 14,850 | 64.1% | | Profit Attributable to Owners of the Company | 36,329 | 23,238 | 13,091 | 56.3% | | Basic and Diluted EPS (HK cents) | 6.05 | 3.87 | 2.18 | 56.3% | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets increased to **HK$842,351 thousand**, with net current assets growing to **HK$297,111 thousand**; total equity rose **3.5%** to **HK$623,649 thousand**, while total liabilities increased **24.6%** to **HK$218,702 thousand**, primarily due to higher current liabilities Key Data from Consolidated Statement of Financial Position | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | Total Non-current Assets | 333,923 | 346,965 | (13,042) | -3.8% | | Total Current Assets | 508,428 | 431,311 | 77,117 | 17.9% | | **Total Assets** | **842,351** | **778,276** | **64,075** | **8.2%** | | **Equity** | | | | | | Equity Attributable to Owners of the Company | 554,384 | 530,555 | 23,829 | 4.5% | | Non-controlling Interests | 69,265 | 72,243 | (2,978) | -4.1% | | **Total Equity** | **623,649** | **602,798** | **20,851** | **3.5%** | | **Liabilities** | | | | | | Total Non-current Liabilities | 7,385 | 7,480 | (95) | -1.3% | | Total Current Liabilities | 211,317 | 167,998 | 43,319 | 25.8% | | **Total Liabilities** | **218,702** | **175,478** | **43,224** | **24.6%** | | Net Current Assets | 297,111 | 263,313 | 33,798 | 12.8% | [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures regarding the accounting policies, significant estimates, and specific line items within the consolidated financial statements [General Information](index=6&type=section&id=General%20Information) KFM Kingdom Holdings Limited, incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange since 2012, primarily manufactures and sells high-precision metal stamping products, with its functional currency being HKD, while its Chinese and Malaysian subsidiaries use RMB and MYR, respectively - The company was incorporated in the Cayman Islands, and its shares have been listed on the Main Board of the Hong Kong Stock Exchange since October 15, 2012[7](index=7&type=chunk) - The Group is principally engaged in the manufacturing and sale of high-precision metal stamping products[7](index=7&type=chunk) - The company's functional currency is HKD, while its subsidiaries in China and Malaysia use RMB and MYR as their functional currencies, respectively[7](index=7&type=chunk) [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and comply with the disclosure requirements of the Hong Kong Listing Rules and the Hong Kong Companies Ordinance - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[8](index=8&type=chunk) - The statements also include applicable disclosures required by the Listing Rules and the Hong Kong Companies Ordinance[8](index=8&type=chunk) [Application of New and Revised Hong Kong Financial Reporting Standards](index=6&type=section&id=Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group adopted several new and revised HKFRSs for the first time this year, including amendments related to liability classification and supplier finance arrangements, which had no material impact on current or prior period financial performance or position, while the company is assessing the potential impact of HKFRS 18 on financial statement presentation and disclosure - The Group first applied new and revised standards such as HKFRS 16 (Amendments), HKAS 1 (Amendments), and HKAS 7 and HKFRS 7 (Amendments) during the current year[9](index=9&type=chunk)[10](index=10&type=chunk) - The application of effective amendments had no material impact on the Group's financial performance and position[10](index=10&type=chunk)[11](index=11&type=chunk) - HKFRS 18 (Presentation and Disclosure in Financial Statements) will be effective from January 1, 2027, and the company's directors are assessing its potential impact on the presentation and disclosure of the consolidated financial statements[12](index=12&type=chunk)[14](index=14&type=chunk) [Revenue](index=8&type=section&id=Revenue) The Group's revenue primarily derives from the sale of high-precision metal products to external customers, recognized at a point in time, totaling **HK$757,546 thousand** for the year ended March 31, 2025, with Southeast Asia being the largest contributor at approximately **66.1%** - Revenue represents sales of high-precision metal products to external customers, recognized at a point in time[15](index=15&type=chunk) Revenue by Geographical Region | Region | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Southeast Asia | 500,376 | 295,408 | | China | 178,355 | 184,070 | | Europe | 46,359 | 72,982 | | North America | 24,156 | 24,374 | | Others | 8,300 | 13,070 | | **Total** | **757,546** | **589,904** | [Net Other Income](index=9&type=section&id=Net%20Other%20Income) Net other income for the year ended March 31, 2025, was **HK$11,308 thousand**, a slight decrease from **HK$12,031 thousand** in the prior year, primarily due to lower gains from derecognition of right-of-use assets and related lease liabilities, partially offset by increased net exchange gains and government grants Details of Net Other Income | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Loss on disposal of property, plant and equipment | (46) | (785) | | Net exchange gains | 10,460 | 2,597 | | Gain on derecognition of right-of-use assets and related lease liabilities | — | 9,854 | | Government grants | 445 | 236 | | Others | 449 | 129 | | **Total** | **11,308** | **12,031** | - The decrease in net other income was mainly due to higher gains from derecognition of right-of-use assets and related lease liabilities in the prior year[17](index=17&type=chunk) - The increase in net exchange gains and government grants partially offset the decrease in net other income[17](index=17&type=chunk) [Profit Before Tax](index=9&type=section&id=Profit%20Before%20Tax) For the year ended March 31, 2025, profit before tax was **HK$44,436 thousand**, with major expenses including staff costs of **HK$142,270 thousand**, cost of inventories sold of **HK$619,260 thousand**, and depreciation of property, plant and equipment of **HK$20,996 thousand** Major Expenses for Profit Before Tax | Expense Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Staff costs | 142,270 | 121,961 | | Auditor's remuneration (audit services) | 980 | 950 | | Auditor's remuneration (non-audit services) | 270 | 270 | | Cost of inventories sold | 619,260 | 482,250 | | Depreciation of property, plant and equipment | 20,996 | 10,988 | | Depreciation of right-of-use assets | 7,223 | 18,094 | | Research and development costs | 18,330 | 18,873 | [Income Tax Expense](index=10&type=section&id=Income%20Tax%20Expense) For the year ended March 31, 2025, income tax expense was **HK$6,439 thousand**, a decrease from the prior year, with China's corporate income tax rate at **25%** (one subsidiary enjoying a **15%** preferential rate as a high-tech enterprise) and a **5%** withholding tax rate on dividends for Hong Kong-registered holding companies under the China-Hong Kong tax arrangement Details of Income Tax Expense | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current income tax — China | 4,712 | 6,137 | | Current income tax — Withholding tax | — | 3,165 | | Deferred income tax | (1,438) | 3,359 | | **Total** | **6,439** | **9,496** | - No provision for Hong Kong Profits Tax was made for the years ended March 31, 2025, and 2024, as there was no assessable profit[21](index=21&type=chunk) - The statutory corporate income tax rate in China is **25%**, with one Chinese subsidiary enjoying a **15%** preferential tax rate as a high-tech enterprise[22](index=22&type=chunk) - The withholding tax rate on dividends in China is **5%**, applicable to Hong Kong-registered holding companies that meet the conditions of the China-Hong Kong tax arrangement[23](index=23&type=chunk) [Earnings Per Share](index=11&type=section&id=Earnings%20Per%20Share) For the year ended March 31, 2025, profit attributable to owners of the company was **HK$36,329 thousand**, with basic and diluted earnings per share significantly increasing to **6.05 HK cents** from **3.87 HK cents** in the prior year, and diluted EPS being identical to basic EPS due to the absence of potential ordinary shares Earnings Per Share Data | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit Attributable to Owners of the Company (HK$ Thousand) | 36,329 | 23,238 | | Weighted Average Number of Shares in Issue (Thousand Shares) | 600,000 | 600,000 | | Basic and Diluted EPS (HK cents per share) | 6.05 | 3.87 | - The company had no potential ordinary shares in issue for the years ended March 31, 2025, and 2024, thus diluted earnings per share were the same as basic earnings per share[24](index=24&type=chunk) [Dividends](index=11&type=section&id=Dividends) The Board of Directors recommends a final dividend of **1.3 HK cents** per share for the year ended March 31, 2025, an increase from **0.8 HK cents** per share in the prior year, subject to shareholder approval - The Board of Directors recommends a final dividend of **1.3 HK cents** per share for the year ended March 31, 2025[25](index=25&type=chunk) - The final dividend for the prior year was **0.8 HK cents** per share, paid in September 2024[25](index=25&type=chunk) [Property, Plant and Equipment](index=11&type=section&id=Property%20%2C%20Plant%20and%20Equipment) As of March 31, 2025, the total value of property, plant and equipment was **HK$242,775 thousand**, a decrease from the prior year, with additions of **HK$9,010 thousand** and depreciation of **HK$20,996 thousand** during the year Changes in Property, Plant and Equipment | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | At April 1 | 256,146 | 49,671 | | Additions | 9,010 | 37,709 | | Acquired on acquisition of subsidiaries | — | 175,569 | | Capitalized transaction costs | — | 7,734 | | Disposals | (256) | (1,083) | | Depreciation | (20,996) | (10,988) | | Exchange differences | (1,129) | (2,466) | | **At March 31** | **242,775** | **256,146** | [Inventories](index=12&type=section&id=Inventories) As of March 31, 2025, total inventories amounted to **HK$146,061 thousand**, an increase from **HK$102,855 thousand** in the prior year, with growth observed across raw materials, work-in-progress, and finished goods Details of Inventories | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Raw materials | 67,226 | 54,163 | | Work-in-progress | 16,966 | 11,087 | | Finished goods | 61,869 | 37,605 | | **Total** | **146,061** | **102,855** | [Trade and Other Receivables](index=12&type=section&id=Trade%20and%20Other%20Receivables) As of March 31, 2025, total trade and other receivables amounted to **HK$180,153 thousand**, an increase from the prior year, with the Group generally granting credit terms of **30 to 120 days** and holding no collateral for these balances Ageing Analysis of Trade and Other Receivables | Ageing | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 3 months | 157,465 | 139,265 | | 3 to 6 months | 21,788 | 3,797 | | 6 months to 1 year | 859 | 1,541 | | 1 to 2 years | 41 | 414 | | **Total** | **180,153** | **145,017** | - The Group generally grants credit terms of **30 to 120 days** and holds no collateral for these balances[28](index=28&type=chunk)[29](index=29&type=chunk) [Share Capital and Share Premium](index=13&type=section&id=Share%20Capital%20and%20Share%20Premium) As of March 31, 2025, the company's authorized share capital was **HK$450,000 thousand**, with issued and fully paid share capital of **HK$60,000 thousand** and share premium of **HK$26,135 thousand**, totaling **HK$86,135 thousand**, remaining unchanged from the prior year Share Capital and Share Premium | Item | Number of Shares | Share Capital (HK$ Thousand) | Share Premium (HK$ Thousand) | Total (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Authorized Share Capital (par value HK$0.1 per share) | 4,500,000,000 | 450,000 | — | — | | Issued and Fully Paid (as at March 31, 2025) | 600,000,000 | 60,000 | 26,135 | 86,135 | [Trade and Other Payables](index=13&type=section&id=Trade%20and%20Other%20Payables) As of March 31, 2025, total trade and other payables amounted to **HK$128,235 thousand**, an increase from the prior year, comprising trade payables of **HK$113,990 thousand** and accrued expenses and other payables of **HK$14,245 thousand** Details of Trade and Other Payables | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade payables | 113,990 | 87,248 | | Accrued expenses and other payables | 14,245 | 26,659 | | **Total** | **128,235** | **113,907** | Ageing Analysis of Trade Payables | Ageing | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 3 months | 113,848 | 87,056 | | 3 to 6 months | 4 | 9 | | 6 months to 1 year | 69 | 9 | | 1 to 2 years | 69 | 174 | | **Total** | **113,990** | **87,248** | - The average credit period for purchases of goods ranges from **30 to 90 days**[31](index=31&type=chunk) [Commitments](index=14&type=section&id=Commitments) As of March 31, 2025, the Group's total capital commitments authorized or contracted but not provided for amounted to **HK$1,324 thousand**, primarily for plant and machinery Capital Commitments | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Plant and machinery | 1,324 | 296 | | Leasehold improvements | — | 51 | | **Total** | **1,324** | **347** | [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's financial performance, liquidity, capital resources, business operations, future strategies, and human resources for the reporting period [Review of Financial Performance](index=15&type=section&id=Review%20of%20Financial%20Performance) The Group's revenue grew **28.4%** to **HK$757.5 million** this year, driven by increased revenue from network and data storage industry clients due to AI demand; gross profit increased **28.0%**, though gross margin slightly declined to **18.1%**; net profit significantly rose to **HK$38.0 million**, despite higher general and administrative expenses from initial operating costs at Malaysian and Suzhou plants - Revenue grew **28.4%** to **HK$757.5 million**, primarily driven by increased revenue from network and data storage industry clients due to rising global AI demand[33](index=33&type=chunk)[55](index=55&type=chunk) - Gross profit increased **28.0%** to **HK$137.3 million**, while the gross margin slightly decreased by **0.1%** to **18.1%**[36](index=36&type=chunk)[56](index=56&type=chunk) - Net profit for the year was approximately **HK$38.0 million**, a significant increase from **HK$23.1 million** in the prior year, mainly attributable to increased revenue and gross profit[42](index=42&type=chunk)[56](index=56&type=chunk) - General and administrative expenses increased to **HK$98.6 million**, primarily due to initial operating costs at the Malaysian production base and Suzhou plant[39](index=39&type=chunk)[56](index=56&type=chunk) [Revenue](index=15&type=section&id=Revenue_MD%26A) - Revenue for the year was approximately **HK$757.5 million**, an increase of **28.4%** from the prior year, mainly driven by increased revenue from network and data storage industry clients due to rising global AI demand[33](index=33&type=chunk) - Southeast Asia, China, Europe, and North America were the main markets, accounting for approximately **66.1%**, **23.5%**, **6.1%**, and **3.2%** of revenue, respectively[33](index=33&type=chunk) [Cost of Sales](index=15&type=section&id=Cost%20of%20Sales_MD%26A) Details of Cost of Sales | Item | 2025 (HK$ Thousand) | % of Total | 2024 (HK$ Thousand) | % of Total | | :--- | :--- | :--- | :--- | :--- | | Direct materials | 487,532 | 78.6 | 310,441 | 64.3 | | Direct labor | 96,356 | 15.5 | 82,141 | 17.0 | | Processing fees | 30,542 | 4.9 | 22,421 | 4.7 | | Change in inventories | (30,144) | (4.8) | 26,133 | 5.4 | | Other direct expenses | 35,981 | 5.8 | 41,505 | 8.6 | | **Total** | **620,267** | **100.0** | **482,641** | **100.0** | - Cost of sales increased by **28.5%** to **HK$620.3 million** compared to the prior year, mainly due to increased revenue[34](index=34&type=chunk) - Cost of sales as a percentage of total revenue slightly increased by **0.1%** to **81.9%**[35](index=35&type=chunk) [Gross Profit and Gross Margin](index=16&type=section&id=Gross%20Profit%20and%20Gross%20Margin_MD%26A) - Gross profit increased by **28.0%** to **HK$137.3 million**, primarily due to increased revenue from network and data storage industry clients[36](index=36&type=chunk) - The overall gross margin slightly decreased from approximately **18.2%** in the prior year to approximately **18.1%** for the current year[36](index=36&type=chunk) [Net Other Income](index=16&type=section&id=Net%20Other%20Income_MD%26A) - Net other income slightly decreased to **HK$11.3 million**, mainly due to a reduction in gains from derecognition of right-of-use assets and related lease liabilities in the prior year[37](index=37&type=chunk) - Increased net exchange gains from RMB fluctuations and higher government grants partially offset the decrease in net other income[37](index=37&type=chunk) [Distribution and Selling Expenses](index=16&type=section&id=Distribution%20and%20Selling%20Expenses_MD%26A) - Distribution and selling expenses slightly increased by **HK$0.4 million** to **HK$7.1 million**, primarily comprising salaries for sales and marketing personnel, travel, and transportation costs[38](index=38&type=chunk) [General and Administrative Expenses](index=16&type=section&id=General%20and%20Administrative%20Expenses_MD%26A) - General and administrative expenses increased to **HK$98.6 million**, mainly due to increased initial operating costs at the Malaysian production base and Suzhou plant[39](index=39&type=chunk) [Finance Costs](index=17&type=section&id=Finance%20Costs_MD%26A) - Finance costs decreased to **HK$2.1 million**, primarily due to a reduction in the average balance of lease liabilities[40](index=40&type=chunk) [Income Tax Expense](index=17&type=section&id=Income%20Tax%20Expense_MD%26A) - Income tax expense was approximately **HK$6.4 million**, a decrease from **HK$9.5 million** in the prior year[41](index=41&type=chunk) [Profit Attributable to Owners of the Company](index=17&type=section&id=Profit%20Attributable%20to%20Owners%20of%20the%20Company_MD%26A) - Profit attributable to owners of the company was approximately **HK$36.3 million**, an increase from **HK$23.2 million** in the prior year, mainly due to increased revenue and gross profit[42](index=42&type=chunk) [Liquidity, Financial and Capital Resources](index=17&type=section&id=Liquidity%2C%20Financial%20and%20Capital%20Resources) The Group's total current assets increased to **HK$508.4 million**, representing **60.4%** of total assets; the capital structure shows a total debt-to-equity ratio rising to **12.1%** due to increased bank borrowings; operations and capital expenditures are primarily funded by internal cash flows and bank borrowings, with foreign exchange risk managed through close monitoring of currency fluctuations, and no significant contingent liabilities or subsequent events at period-end - Total current assets as of March 31, 2025, were approximately **HK$508.4 million**, accounting for approximately **60.4%** of total assets[43](index=43&type=chunk) - The total debt-to-equity ratio increased from **8.2%** to **12.1%**, mainly due to an increase in bank borrowings[44](index=44&type=chunk) - The Group primarily funds its operations and capital expenditures through internally generated cash flows and bank borrowings[45](index=45&type=chunk)[48](index=48&type=chunk) - The Group closely monitors foreign currency exchange rate fluctuations to manage its foreign exchange risk[51](index=51&type=chunk) - As of March 31, 2025, the Group had no significant contingent liabilities or subsequent events[53](index=53&type=chunk)[54](index=54&type=chunk) [Financial Resources and Liquidity](index=17&type=section&id=Financial%20Resources%20and%20Liquidity) - Total current assets as of March 31, 2025, were approximately **HK$508.4 million**, accounting for approximately **60.4%** of total assets[43](index=43&type=chunk) [Capital Structure](index=18&type=section&id=Capital%20Structure) Capital Structure Overview | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Bank borrowings | 75,600 | 49,500 | | Total debt | 75,600 | 49,500 | | Shareholders' equity | 623,649 | 602,798 | | Total debt to shareholders' equity ratio | 12.1% | 8.2% | - The Group's bank borrowings are denominated in RMB[46](index=46&type=chunk) [Capital Expenditure](index=18&type=section&id=Capital%20Expenditure) - Purchases of plant and machinery during the year amounted to approximately **HK$9.0 million**, a decrease from **HK$37.7 million** in the prior year[47](index=47&type=chunk) - Capital expenditures are funded through cash flows from operating activities, finance leases, and bank borrowings[48](index=48&type=chunk) [Pledge of the Group's Assets](index=18&type=section&id=Pledge%20of%20the%20Group%27s%20Assets) - As of March 31, 2025, and 2024, the Group had no bank borrowings secured by the Group's assets[49](index=49&type=chunk) [Foreign Currency Risk](index=19&type=section&id=Foreign%20Currency%20Risk) - The Group primarily operates in Hong Kong, China, and Malaysia, facing foreign exchange risk from RMB, MYR, and USD[50](index=50&type=chunk) - The Group closely monitors foreign currency exchange rate fluctuations to manage its foreign exchange risk[51](index=51&type=chunk) [Commitments](index=19&type=section&id=Commitments_MD%26A) - Details of the Group's capital commitments as of March 31, 2025, are set out in Note 15 to this annual results announcement[52](index=52&type=chunk) [Contingent Liabilities](index=19&type=section&id=Contingent%20Liabilities) - As of March 31, 2025, the Group had no significant contingent liabilities[53](index=53&type=chunk) [Subsequent Events](index=19&type=section&id=Subsequent%20Events) - There were no significant subsequent events for the Group up to the date of these consolidated financial statements[54](index=54&type=chunk) [Business Review](index=19&type=section&id=Business%20Review) Despite complex geopolitical and global economic challenges, the Group's revenue grew **28.4%** to **HK$757.5 million**, primarily driven by increased revenue from network and data storage industry clients due to AI demand; both gross profit and net profit increased, but general and administrative expenses rose due to initial operating costs at the Malaysian and Suzhou plants - Global geopolitical tensions, high interest rates, and rising energy costs led to a deteriorating business environment and weak market demand[55](index=55&type=chunk) - Revenue increased by **28.4%** to **HK$757.5 million**, mainly due to rising global AI demand, leading to increased revenue from clients in the network and data storage industry[55](index=55&type=chunk) - Gross profit increased by **28.0%** to **HK$137.3 million**, and net profit was approximately **HK$38.0 million**, primarily due to increased revenue and gross profit[56](index=56&type=chunk) - General and administrative expenses increased to **HK$98.6 million**, mainly due to rising operating costs at the Malaysian production base and Suzhou plant[56](index=56&type=chunk) [Prospects and Strategies](index=20&type=section&id=Prospects%20and%20Strategies) Facing a challenging global economic outlook and geopolitical uncertainties, the Group plans to expand and increase investment in its Malaysian overseas production base to offer supply chain solutions outside China and attract new clients, while also maintaining strong relationships with existing customers and seeking new long-term sustainable business opportunities to enhance performance and shareholder value - The global economic outlook is challenging, with geopolitical tensions and tariff policies continuing to disrupt global supply chains[57](index=57&type=chunk) - The Group intends to expand and increase investment in its Malaysian overseas production base to provide supply chain solutions outside China and attract new clients[57](index=57&type=chunk) - The Group will strive to maintain good relationships with existing customers, actively seek new clients, and explore new long-term and sustainable business opportunities[58](index=58&type=chunk) [Employees and Remuneration Policy](index=21&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had **1,209** full-time employees, an increase from the prior year, with remuneration determined by individual qualifications, contributions, performance, and years of service; the Group continuously provides training and maintains good employee relations, with no significant labor disputes during the year - As of March 31, 2025, the Group had a total of **1,209** full-time employees (2024: **946** employees)[59](index=59&type=chunk) - Remuneration packages are determined based on individual employees' qualifications, contributions to the Group, performance, and years of service[59](index=59&type=chunk) - The Group continuously provides training to its employees and maintains good relationships, with no strikes or other labor disputes that would impact operations during the year[59](index=59&type=chunk) [Other Information](index=21&type=section&id=Other%20Information) This section covers additional corporate information, including dividend proposals, share registration closures, corporate governance practices, auditor's scope of work, and proposed amendments to the company's Articles of Association [Final Dividend](index=21&type=section&id=Final%20Dividend) The Board of Directors recommends a final dividend of **1.3 HK cents** per share for the year ended March 31, 2025, an increase from **0.8 HK cents** in the prior year, payable on or about September 15, 2025, subject to shareholder approval at the Annual General Meeting - The Board of Directors recommends a final dividend of **1.3 HK cents** per share for the year ended March 31, 2025 (2024: **0.8 HK cents** per share)[61](index=61&type=chunk) - The final dividend is subject to approval by shareholders at the Annual General Meeting to be held on August 21, 2025[61](index=61&type=chunk) [Closure of Register of Members](index=22&type=section&id=Closure%20of%20Register%20of%20Members) To determine shareholders' entitlement to attend and vote at the Annual General Meeting, the register of members will be closed from August 18 to August 21, 2025; to determine shareholders' entitlement to the proposed final dividend, the register of members will be closed from August 27 to August 28, 2025 - To ascertain shareholders' entitlement to attend and vote at the Annual General Meeting, the register of members will be closed from August 18 to August 21, 2025[62](index=62&type=chunk) - To qualify for the proposed final dividend, the register of members will be closed from August 27 to August 28, 2025[62](index=62&type=chunk) [Corporate Governance](index=22&type=section&id=Corporate%20Governance) The company confirms compliance with the Corporate Governance Code in Appendix C1 of the Listing Rules during the reporting period, except for the chairman and chief executive officer roles being held by the same person, which the Board believes ensures consistent leadership, enhances revenue generation, and optimizes operational efficiency, with the Board's independence ensuring a balance of power - The company has complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules, except for the roles of Chairman and Chief Executive Officer being held by Mr. Sun Kwok Wah, deviating from Code Provision C.2.1[63](index=63&type=chunk) - The Board believes this arrangement facilitates consistent leadership to advance long-term strategies and further enhances revenue generation capabilities and optimizes operational efficiency[63](index=63&type=chunk) - The Board comprises two executive directors and three independent non-executive directors, demonstrating strong independence to ensure a balance of power and authority[64](index=64&type=chunk) [Standard Code for Securities Transactions by Directors](index=23&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company's adopted code for directors' securities transactions is identical to the Standard Code in Appendix C3 of the Listing Rules, and the Board confirms full compliance by all directors during the year and up to the announcement date - The terms of the code adopted by the company for directors' securities transactions are the same as the Standard Code set out in Appendix C3 of the Listing Rules[65](index=65&type=chunk) - The Board confirms that all directors have fully complied with the Standard Code during the year and up to the date of this annual results announcement[65](index=65&type=chunk) [Review of Accounts](index=23&type=section&id=Review%20of%20Accounts) The company's Audit Committee has reviewed the Group's adopted accounting policies and the consolidated financial statements for the year - The company's Audit Committee has reviewed the accounting policies adopted by the Group and the Group's consolidated financial statements for the year[66](index=66&type=chunk) [Scope of Work of the Auditor](index=24&type=section&id=Scope%20of%20Work%20of%20the%20Auditor) The Group's auditor, Shinewing (HK) CPA Limited, has reconciled the figures in the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes in this annual results announcement with the audited consolidated financial statements, but this work does not constitute an assurance engagement, and therefore no assurance opinion has been expressed - The Group's auditor, Shinewing (HK) CPA Limited, has reconciled the figures in the consolidated financial statements contained in this annual results announcement with the audited consolidated financial statements[67](index=67&type=chunk) - The work performed by the auditor does not constitute an assurance engagement, and therefore no assurance opinion has been expressed on this annual results announcement[67](index=67&type=chunk) [Material Acquisitions and Disposals](index=24&type=section&id=Material%20Acquisitions%20and%20Disposals) During the year, the Group did not undertake any material disposals or acquisitions of subsidiaries and associated corporations - During the year, the Group did not undertake any disposals or acquisitions of subsidiaries and associated corporations[68](index=68&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=24&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) During the year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, nor did the company hold any treasury shares - During the year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[69](index=69&type=chunk) - The company did not hold any treasury shares during the year[69](index=69&type=chunk) [Publication of Results Announcement and Annual Report](index=24&type=section&id=Publication%20of%20Results%20Announcement%20and%20Annual%20Report) This annual results announcement has been published on the company's website and the Stock Exchange's website, and the 2025 annual report will be dispatched to shareholders and posted on the aforementioned websites in due course - This annual results announcement is published on the company's website (www.kingdom.com.hk) and the Stock Exchange's website (www.hkexnews.hk)[70](index=70&type=chunk) - The 2025 annual report will be dispatched to the company's shareholders and posted on the aforementioned websites in due course[70](index=70&type=chunk) [Proposed Amendments to the Company's Articles of Association](index=24&type=section&id=Proposed%20Amendments%20to%20the%20Company%27s%20Articles%20of%20Association) The Board proposes amending the existing Articles of Association to reflect expanded paperless listing, electronic shareholder participation, a new treasury share system, and other internal adjustments; due to the numerous amendments, the Board recommends adopting a new amended and restated Articles of Association, which will take effect upon approval by shareholders via a special resolution at the upcoming Annual General Meeting - The Board proposes to amend the company's existing Articles of Association to reflect expanded paperless listing, electronic shareholder participation in general meetings and voting, a new treasury share system, and other internal revisions[71](index=71&type=chunk) - Due to the number of proposed amendments, the Board recommends adopting the company's second amended and restated Articles of Association to replace and supersede the existing Articles of Association[72](index=72&type=chunk) - The adoption of the new Articles of Association is subject to approval by shareholders via a special resolution at the upcoming Annual General Meeting[72](index=72&type=chunk)

Financial Performance - The company recorded revenue of approximately HKD 376.7 million for the six months ended September 30, 2024, an increase of approximately HKD 62.6 million or 19.9% compared to HKD 314.1 million in the same period last year[9]. - The total gross profit increased to approximately HKD 67.8 million, up by approximately HKD 0.8 million or 1.2% from HKD 67.0 million in the previous year, with a gross margin of approximately 18.0%, down from 21.3%[12][20]. - The company's net profit attributable to shareholders was approximately HKD 21.8 million, a decrease from HKD 29.4 million in the same period last year[12]. - Profit before tax decreased to HKD 26,983,000, down 24.5% from HKD 35,682,000 in the previous year[109]. - Net profit for the period was HKD 22,547,000, a decline of 23.4% compared to HKD 29,430,000 in the prior year[109]. - Basic and diluted earnings per share were HKD 3.63, down from HKD 4.91 in the same period last year[109]. - The group recorded a net profit attributable to shareholders of approximately HKD 21.8 million for the reporting period, down from HKD 29.4 million in the same period last year, representing a decrease of about 26%[30]. Cost and Expenses - Sales costs increased by approximately HKD 61.8 million or 25.0% compared to the previous year, primarily due to rising direct material and labor costs[19]. - General and administrative expenses rose to approximately HKD 40.2 million from HKD 33.8 million in the same period last year, marking an increase of about 19% due to higher operational costs in Malaysia and Suzhou[25]. - Financial expenses decreased significantly to approximately HKD 0.9 million from HKD 3.4 million year-on-year, a reduction of about 74% attributed to lower lease liabilities[26]. - The company incurred research and development expenses of HKD 9,449,000 for the six months ended September 30, 2024, compared to HKD 9,360,000 in 2023, indicating a stable investment in innovation[171]. Revenue Sources - Revenue from customers in the network and data storage industry increased significantly, while revenue from the office automation sector decreased, partially offsetting the overall revenue growth[9][13]. - Sales in Southeast Asia, China, Europe, and North America accounted for approximately 63.8%, 24.5%, 7.0%, and 3.5% of total revenue, respectively[13]. - Revenue from Southeast Asia increased significantly to HKD 240,167,000, up 53.7% from HKD 156,085,000 in 2023[157]. - Major customer A contributed HKD 255,567,000 to total revenue, representing an increase of 32.9% from HKD 192,277,000 in 2023[164]. Assets and Liabilities - Total current assets increased to approximately HKD 502.0 million as of September 30, 2024, compared to HKD 431.3 million as of March 31, 2024, reflecting a growth of about 16.4%[31]. - The group’s total liabilities increased to HKD 82.5 million as of September 30, 2024, compared to HKD 49.5 million as of March 31, 2024, resulting in a debt-to-equity ratio of 13.3%[32]. - Total assets as of September 30, 2024, amounted to HKD 842,591,000, an increase from HKD 778,276,000 as of March 31, 2024[111]. - Total liabilities rose to HKD 223,656,000, compared to HKD 175,478,000 as of March 31, 2024, primarily due to increased bank borrowings[113]. - The company’s bank borrowings as of September 30, 2024, amounted to HKD 83,537,000, with a book value of HKD 82,500,000[151]. Cash Flow - For the six months ended September 30, 2024, the net cash generated from operating activities was HKD 21,727,000, a decrease of 20.5% compared to HKD 27,257,000 in the same period of 2023[124]. - The company incurred a net cash outflow from investing activities of HKD 3,864,000, a significant improvement compared to a net outflow of HKD 10,319,000 in the prior year[124]. - The financing activities generated a net cash inflow of HKD 20,254,000, compared to HKD 3,528,000 in the same period last year[124]. Shareholder Information - The maximum number of shares that can be issued upon the exercise of options and awards under the revised share option plan is capped at 10% of the issued shares as of the approval date, totaling a maximum of 60,000,000 shares[58]. - The company may seek shareholder approval to update the plan authorization limit, ensuring that the total number of shares issued does not exceed 10% of the issued shares at the time of the update[59]. - Any grants of options or awards exceeding the plan authorization limit require independent shareholder approval, specifically for identified eligible participants[60]. - The vesting period for options granted under the revised plan must be no less than 12 months from the acceptance date, with certain exceptions for specific employee participants[68]. - Shares issued upon the exercise of options will rank equally with existing shares and will carry voting rights once registered in the name of the relevant holder[76]. Market Strategy - The company plans to continue monitoring the global economic environment and adjust its strategies accordingly to mitigate risks[9]. - The group plans to enhance production efficiency to control production costs and improve profit margins amid ongoing challenges in the business environment[48]. - The company plans to continue focusing on market expansion and new product development to drive future growth[109]. - The company aims to expand its customer base and maintain strong relationships with existing clients to navigate the challenging business landscape[48]. Other Information - The company did not recommend any interim dividend during the reporting period[95]. - There were no significant post-reporting events from the end of the reporting period to the date of this mid-report[96]. - The company did not engage in any acquisitions or disposals of subsidiaries or associated companies during the reporting period[98]. - The audit committee reviewed the interim consolidated financial information and confirmed compliance with applicable standards and regulations[97]. - The company did not purchase, sell, or redeem any of its listed securities during the reporting period[101].

Financial Performance - For the six months ended September 30, 2024, KFM Kingdom Holdings Limited reported revenue of HKD 376,703,000, an increase of 21.1% compared to HKD 314,091,000 for the same period in 2023[5] - Gross profit for the same period was HKD 67,784,000, slightly up from HKD 66,986,000, resulting in a gross margin of 18%[5] - The company recorded a profit before tax of HKD 26,983,000, down 24.5% from HKD 35,682,000 in the previous year[5] - Net profit for the period was HKD 22,547,000, a decrease of 23.5% compared to HKD 29,430,000 in 2023[5] - Total comprehensive income for the period was HKD 25,557,000, down from HKD 27,262,000 in the same period last year[5] - The company reported a basic and diluted earnings per share of HKD 3.63, down from HKD 4.91 in the previous year[5] - The company recorded a net profit attributable to shareholders of approximately HKD 21.8 million, a decrease from HKD 29.4 million in the same period last year[44] - Profit attributable to owners of the company was approximately HKD 21.8 million, down from about HKD 29.4 million in the previous year[56] Revenue and Costs - Revenue for the six months ended September 30, 2024, was HKD 376,703,000, an increase of 19.9% compared to HKD 314,091,000 for the same period in 2023[18] - The cost of sold inventory for the six months ended September 30, 2024, was HKD 308,919,000, up from HKD 247,105,000 in 2023, reflecting a 24.9% increase[20] - Total sales costs increased by approximately HKD 61.8 million or 25.0% year-on-year, primarily due to rising direct material and labor costs[47] Assets and Liabilities - The company's total assets increased to HKD 842,591,000 as of September 30, 2024, compared to HKD 778,276,000 as of March 31, 2024[7] - Current assets rose to HKD 502,039,000, up from HKD 431,311,000 at the end of the previous fiscal year[7] - Accounts receivable as of September 30, 2024, stood at HKD 161,789,000, an increase from HKD 145,017,000 as of March 31, 2024[28] - The company reported a total inventory of HKD 107,562,000 as of September 30, 2024, compared to HKD 102,855,000 as of March 31, 2024[26] - Accounts payable as of September 30, 2024, amounted to HKD 112.3 million, compared to HKD 87.2 million as of March 31, 2024[34] - The company's total borrowings increased to HKD 82.5 million as of September 30, 2024, from HKD 49.5 million as of March 31, 2024, resulting in a debt-to-equity ratio of 13.3% compared to 8.2%[58] Taxation - The total tax expense for the six months ended September 30, 2024, was HKD 4,436,000, down from HKD 6,252,000 in 2023, indicating a 29.0% decrease[20] - The company has a tax rate of 25% for corporate income tax in China, consistent with the previous year[22] - The company recognized a deferred tax expense of HKD 632,000 for the six months ended September 30, 2024, down from HKD 1,828,000 in 2023[20] - Income tax expenses decreased to approximately HKD 4.4 million from about HKD 6.3 million in the previous year, primarily due to a decrease in taxable profits[55] Operational Highlights - KFM Kingdom Holdings Limited continues to focus on the manufacturing and sales of precision metal stamping products, with plans for market expansion and potential new product development[11] - The company plans to enhance production efficiency to control production costs and improve profit margins while seeking to expand its customer base[70] - The total number of employees increased to 1,057 as of September 30, 2024, compared to 877 employees a year earlier[72] - The company faced pressures from rising labor, material, and production costs due to changes in the product mix and increased assembly processes[42] Dividends and Financial Management - The company plans to pay a final dividend of HKD 0.8 cents per share for the year ending March 31, 2024, totaling HKD 4.8 million[38] - The board does not recommend the payment of any interim dividend during the reporting period[79] Compliance and Governance - The board confirmed that all directors complied with the standards set forth in the code of conduct during the reporting period[78] - The audit committee reviewed the interim condensed financial information and found it to comply with the applicable standards and regulations[80] - There were no significant acquisitions or disposals of subsidiaries or associated companies during the reporting period[81] - The company and its subsidiaries did not purchase, sell, or redeem any of the company's securities during the reporting period[82] - The interim results announcement is available on the company's website and the Hong Kong Stock Exchange website[83]

[Financial Summary](index=2&type=section&id=Financial%20Summary) [Revenue and Total Assets Overview](index=3&type=section&id=Revenue%20and%20Total%20Assets%20Overview) The Group's revenue slightly decreased in FY2024, while total assets showed an upward trend, reflecting an expansion in asset scale despite revenue pressure Revenue Trend (HK$ Thousand) | Year | Revenue (HK$ Thousand) | | :--- | :--- | | 2020 | 986,744 | | 2021 | 406,340 | | 2022 | 612,190 | | 2023 | 605,101 | | 2024 | 589,904 | Total Assets Trend (HK$ Thousand) | Year | Total Assets (HK$ Thousand) | | :--- | :--- | | 2020 | 825,309 | | 2021 | 920,249 | | 2022 | 778,276 | | 2023 | 728,732 | | 2024 | 778,276 | [Company Information](index=4&type=section&id=Company%20Information) [Board of Directors and Committees](index=4&type=section&id=Board%20of%20Directors%20and%20Committees) The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, supported by audit, remuneration, and nomination committees to ensure robust corporate governance, with changes in the chairman and some committee members during the year - Mr. Zhang Haifeng, a Non-executive Director, resigned as Chairman and a member of the Remuneration Committee on March 1, 2024[5](index=5&type=chunk) - Mr. Sun Guohua, an Executive Director, was appointed Chairman of the Board and Chairman of the Nomination Committee on March 1, 2024[5](index=5&type=chunk) - Mr. Shen Zeqing, an Independent Non-executive Director, was appointed a member of the Remuneration Committee on March 1, 2024[5](index=5&type=chunk) [Contact and Listing Information](index=4&type=section&id=Contact%20and%20Listing%20Information) The company's headquarters and principal place of business are in Hong Kong and Suzhou, China, with its registered office in the Cayman Islands; its stock code is 3816, and Shinewing (HK) CPA Limited serves as its auditor - The company's headquarters and principal place of business in Hong Kong are located at Unit C, 31/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong[5](index=5&type=chunk) - The company's stock code is **3816**, and its website is www.kingdom.com.hk[6](index=6&type=chunk) - The auditor is Shinewing (HK) CPA Limited[6](index=6&type=chunk) [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) [Acquisition of Suzhou Plant](index=5&type=section&id=Acquisition%20of%20Suzhou%20Plant) The Group completed the acquisition of the Suzhou plant during the year, aiming to enhance resource allocation flexibility and reduce future leasing costs - The Group acquired the company owning the Suzhou plant during the year to increase flexibility in resource allocation and reduce future leasing costs[9](index=9&type=chunk) [Financial Performance](index=6&type=section&id=Financial%20Performance) The Group's revenue decreased by 2.5% year-on-year to approximately HK$589.9 million, primarily due to reduced demand in the medical and testing equipment sector, partially offset by growth in networking, data storage, and office automation; gross profit margin improved by 1.1% to 18.2%, and net profit slightly increased to HK$23.1 million FY2024 Financial Performance | Metric | 2024 (HK$ Million) | 2023 (HK$ Million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 589.9 | 605.1 | -2.5% | | Gross Profit Margin | 18.2% | 17.1% | +1.1% | | Net Profit | 23.1 | 22.7 | +1.8% | - Revenue decrease primarily due to reduced demand in the medical and testing equipment sector post-COVID-19, partially offset by increased revenue from the networking and data storage and office automation sectors[11](index=11&type=chunk) - Gross profit margin increase primarily attributable to changes in product mix and enhanced production efficiency to control manufacturing costs[11](index=11&type=chunk) [Outlook](index=6&type=section&id=Outlook) Facing global economic uncertainty, deglobalization, and geopolitical tensions, the Group has established a new production base in Malaysia to serve clients, and will continue to optimize operations, strictly control costs, strengthen its financial position, seek new business opportunities, and focus on environmental and social responsibilities - The economic environment faces increased uncertainty due to deglobalization, high interest rates, and global geopolitical tensions[12](index=12&type=chunk) - To address the trend of clients relocating their businesses to Southeast Asia, the Group's new production base in Malaysia commenced operations in November 2023[12](index=12&type=chunk) - The Group will continue to optimize operations, implement stringent cost control measures, strengthen its financial position, and seek more potential opportunities to expand its customer base and product portfolio[12](index=12&type=chunk) [Acknowledgements](index=6&type=section&id=Acknowledgements) The Chairman extends sincere gratitude to shareholders, investors, business partners, directors, and employees for their trust, support, and efforts - The Chairman expresses heartfelt gratitude to shareholders, investors, business partners, directors, and employees for their trust, support, and efforts[13](index=13&type=chunk) [Business Review](index=7&type=section&id=Business%20Review) [Macroeconomic and Business Environment](index=7&type=section&id=Macroeconomic%20and%20Business%20Environment) The global economy is affected by inflation, high interest rates, geopolitical tensions, and deglobalization, with China's economy slowing and material and labor costs rising; the Group acquired the Suzhou plant to reduce leasing costs and established a production base in Malaysia to adapt to supply chain restructuring - The global economy is affected by multiple uncertainties including inflation, high interest rates, Sino-US political tensions, the Russia-Ukraine conflict, and the Middle East crisis[16](index=16&type=chunk) - China's economy slowed due to COVID-19 and deglobalization, leading to rising material, labor, and production costs[16](index=16&type=chunk) - The Group completed the acquisition of the Suzhou plant, transforming it into a permanent production base to reduce property leasing costs and enhance resource allocation flexibility[16](index=16&type=chunk) - To align with clients' supply chain restructuring trends, the Group established an overseas production base in Malaysia, offering supply chain solutions outside China and developing new clients[19](index=19&type=chunk) [Financial Performance Analysis](index=7&type=section&id=Financial%20Performance%20Analysis) The Group's revenue decreased by 2.5% year-on-year, mainly due to reduced demand for medical and testing equipment, but gross profit increased by 3.9%, with gross profit margin rising to 18.2%; general and administrative expenses increased due to corporate actions and initial operating costs of the Malaysia base, while finance costs decreased due to reduced borrowings, resulting in a slight increase in net profit to HK$23.1 million [Revenue and Gross Profit](index=9&type=section&id=Revenue%20and%20Gross%20Profit) The Group's revenue was approximately HK$589.9 million, a 2.5% year-on-year decrease, primarily due to reduced demand in the medical and testing equipment sector, partially offset by increased revenue from networking, data storage, and office automation; gross profit increased by 3.9% to HK$107.3 million, with gross profit margin rising by 1.1% to 18.2%, mainly driven by changes in product mix and improved production efficiency Revenue and Gross Profit Overview (HK$ Thousand) | Metric | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | Change (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 589,904 | 605,101 | (15,197) | -2.5% | | Gross Profit | 107,263 | 103,277 | 3,986 | +3.9% | | Gross Profit Margin | 18.2% | 17.1% | +1.1% | | - Revenue decrease primarily due to reduced demand in the medical and testing equipment sector post-COVID-19, partially offset by increased revenue from the networking and data storage and office automation sectors[17](index=17&type=chunk)[22](index=22&type=chunk) - Gross profit margin increase primarily due to changes in product mix and controlled production costs through enhanced production efficiency and reduced headcount[17](index=17&type=chunk)[26](index=26&type=chunk) Revenue by Geographical Region (2024) | Region | Percentage (%) | | :--- | :--- | | Southeast Asia | 50.1% | | China | 31.2% | | Europe | 12.4% | | North America | 4.1% | [Cost of Sales](index=8&type=section&id=Cost%20of%20Sales) The Group's cost of sales decreased by 3.8% year-on-year to HK$482.6 million, primarily due to reductions in raw material costs, processing fees, and direct labor costs; cost of sales as a percentage of total revenue decreased by 1.1% to 81.8% Cost of Sales Breakdown (HK$ Thousand) | Item | 2024 (HK$ Thousand) | 2024 (%) | 2023 (HK$ Thousand) | 2023 (%) | | :--- | :--- | :--- | :--- | :--- | | Direct Materials | 310,441 | 64.3 | 360,615 | 71.9 | | Direct Labor | 82,141 | 17.0 | 89,362 | 17.8 | | Processing Fees | 22,421 | 4.7 | 35,284 | 7.0 | | Inventory Changes | 26,133 | 5.4 | (20,995) | (4.2) | | Other Direct Expenses | 41,505 | 8.6 | 37,558 | 7.5 | | **Total** | **482,641** | **100.0** | **501,824** | **100.0** | - Cost of sales decreased by approximately **HK$19.2 million** or **3.8%**, primarily due to reductions in raw material costs, processing fees, and direct labor costs[23](index=23&type=chunk) - Cost of sales as a percentage of total revenue was approximately **81.8%**, a decrease of approximately **1.1%** from 82.9% in the prior year[24](index=24&type=chunk) [Other Net Income and Expenses](index=9&type=section&id=Other%20Net%20Income%20and%20Expenses) Other net income increased to HK$12.0 million, mainly due to gains from derecognition of right-of-use assets and related lease liabilities following an acquisition; distribution and selling expenses slightly increased to HK$6.7 million, while general and administrative expenses rose to HK$83.7 million, primarily impacted by legal and professional fees and initial operating costs of the Malaysia production base; finance costs decreased to HK$6.0 million due to lower average balances of bank borrowings and lease liabilities Other Net Income and Expenses Overview (HK$ Thousand) | Metric | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | Change (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Other Net Income | 12,031 | 8,621 | +3,410 | | Distribution and Selling Expenses | 6,668 | 6,270 | +398 | | General and Administrative Expenses | 83,741 | 75,524 | +8,217 | | Finance Costs | 6,015 | 8,527 | -2,512 | - Increase in other net income primarily due to gains from derecognition of right-of-use assets and related lease liabilities following the acquisition[27](index=27&type=chunk) - Increase in general and administrative expenses primarily due to legal and professional fees incurred from corporate actions during the year and initial operating costs of the Malaysia production base[29](index=29&type=chunk) - Decrease in finance costs primarily due to lower average balances of bank borrowings and lease liabilities compared to the prior year[30](index=30&type=chunk) [Income Tax and Profit Attributable to Owners of the Company](index=9&type=section&id=Income%20Tax%20and%20Profit%20Attributable%20to%20Owners%20of%20the%20Company) Income tax expense increased to HK$9.5 million; profit attributable to owners of the Company slightly increased to HK$23.2 million, mainly driven by higher gross profit and other net income Income Tax and Profit Attributable to Owners of the Company (HK$ Thousand) | Metric | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Income Tax Expense | 9,496 | 5,069 | | Profit Attributable to Owners of the Company | 23,238 | 22,666 | - Increase in net profit primarily due to higher gross profit and other net income[32](index=32&type=chunk) [Liquidity, Financial and Capital Resources](index=10&type=section&id=Liquidity%2C%20Financial%20and%20Capital%20Resources) The Group's total current assets decreased, but shareholders' equity significantly increased; the gearing ratio rose to 8.2%, mainly due to increased bank borrowings, and capital expenditure grew substantially, primarily for the acquisition of property, plant, and equipment [Financial Resources and Liquidity](index=10&type=section&id=Financial%20Resources%20and%20Liquidity) The Group's total current assets decreased from HK$546.9 million in 2023 to HK$431.3 million in 2024, with its proportion of total assets falling from 75.0% to 55.4%; working capital is primarily funded by internal cash flows and bank borrowings Total Current Assets (HK$ Thousand) | Year | Total Current Assets (HK$ Thousand) | Percentage of Total Assets | | :--- | :--- | :--- | | March 31, 2024 | 431,311 | 55.4% | | March 31, 2023 | 546,865 | 75.0% | - The Group generally funds its operations primarily through internally generated cash flows and bank borrowings[36](index=36&type=chunk) [Capital Structure](index=10&type=section&id=Capital%20Structure) The Group's bank borrowings increased to HK$49.5 million, and shareholders' equity rose to HK$602.8 million; the gearing ratio increased from 4.4% to 8.2%, mainly due to higher bank borrowings Capital Structure Overview (HK$ Thousand) | Metric | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Bank Borrowings | 49,500 | 22,686 | | Total Debt | 49,500 | 22,686 | | Shareholders' Equity | 602,798 | 513,118 | | Total Debt to Shareholders' Equity Ratio | 8.2% | 4.4% | - The Group's bank borrowings are denominated in RMB[37](index=37&type=chunk) [Capital Expenditure and Charges on Assets](index=10&type=section&id=Capital%20Expenditure%20and%20Charges%20on%20Assets) Capital expenditure on property, plant, and equipment significantly increased to HK$37.7 million during the year, primarily funded by cash flows from operating activities, finance leases, and bank borrowings; as of March 31, 2024, the Group had no bank borrowings secured by its assets - Acquisition of property, plant, and equipment amounted to approximately **HK$37.7 million** during the year, a significant increase from HK$8.9 million in the prior year[38](index=38&type=chunk) - Capital expenditure was funded through cash flows from operating activities, finance leases, and bank borrowings[39](index=39&type=chunk) - As of March 31, 2024, the Group had no bank borrowings secured by its assets[40](index=40&type=chunk) [Foreign Currency Risk and Contingent Liabilities](index=11&type=section&id=Foreign%20Currency%20Risk%20and%20Contingent%20Liabilities) The Group primarily operates in Hong Kong and China, facing foreign exchange risks from RMB and USD, and closely monitors exchange rate fluctuations; as of March 31, 2024, the Group had no significant contingent liabilities and no major future plans for investments and capital assets - The Group primarily operates in Hong Kong and China, with Hong Kong entities exposed to RMB foreign exchange risk and Chinese entities exposed to USD foreign exchange risk[42](index=42&type=chunk) - The Group closely monitors foreign currency exchange rate movements to manage its foreign exchange risk[43](index=43&type=chunk) - As of March 31, 2024, the Group had no significant contingent liabilities[45](index=45&type=chunk) - Save as disclosed, the Group currently has no other significant investment and capital asset plans[46](index=46&type=chunk) [Employees and Remuneration Policy](index=11&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2024, the Group had a total of 946 full-time employees, a decrease from the previous year; remuneration packages are determined based on individual qualifications, contributions, performance, and years of service; the Group provides continuous training, maintains good labor relations, and participates in China's social insurance schemes - As of March 31, 2024, the Group had a total of **946 full-time employees** (2023: 974 employees)[48](index=48&type=chunk) - Remuneration packages are determined based on individual employees' qualifications, contributions to the Group, performance, and years of service[48](index=48&type=chunk) - The Group continuously provides training to employees to enhance their skills and product knowledge, maintaining good labor relations with no significant strikes or labor disputes during the year[48](index=48&type=chunk)[49](index=49&type=chunk) [Corporate Governance Report](index=12&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=12&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The Group is committed to high corporate governance standards, adhering to the Listing Rules' Corporate Governance Code except for the combined Chairman and CEO roles; the Board oversees all significant matters, ensures director independence and continuous training, maintains diverse membership, and demonstrated good attendance at meetings and general meetings during the year, complying with the Model Code for Securities Transactions [Board Composition and Independence](index=13&type=section&id=Board%20Composition%20and%20Independence) The Board comprises two executive directors and three independent non-executive directors, possessing diverse experience and expertise; Mr. Zhang Haifeng resigned as Chairman during the year, and Mr. Sun Guohua was appointed Chairman; the company ensures the number of independent non-executive directors meets requirements and has received confirmations of their independence - The Board comprises two executive directors and three independent non-executive directors[56](index=56&type=chunk) - Mr. Zhang Haifeng resigned as Non-executive Director and Chairman of the Board on March 1, 2024, and Mr. Sun Guohua was appointed Chairman of the Board[56](index=56&type=chunk)[57](index=57&type=chunk) - The Board complies with Listing Rules requirements, with at least one-third independent non-executive directors and at least one possessing appropriate professional accounting qualifications[59](index=59&type=chunk) [Board Diversity Policy](index=14&type=section&id=Board%20Diversity%20Policy) The company has adopted a Board Diversity Policy considering factors such as skills, experience, knowledge, expertise, culture, independence, age, and gender; the current Board maintains an appropriate gender balance and will continue to seek suitable female candidates - The company has adopted a Board Diversity Policy, considering factors such as skills, experience, knowledge, expertise, culture, independence, age, and gender[60](index=60&type=chunk) - The Board comprises members of both genders, with Ms. Zhao Yue as the female Independent Non-executive Director, and will continue to identify suitable female candidates[61](index=61&type=chunk) - As of March 31, 2024, the male-to-female employee ratio was approximately **2.7 to 1**, which the Board considers ideal[63](index=63&type=chunk) [Appointment, Re-election and Removal of Directors](index=14&type=section&id=Appointment%2C%20Re-election%20and%20Removal%20of%20Directors) Non-executive directors have no specific term of office, while executive directors have three-year service contracts that automatically renew; according to the company's articles of association, directors must retire by rotation at least once every three years and are eligible for re-election - Non-executive directors' terms commenced on October 13, 2016, with no specific tenure[64](index=64&type=chunk) - Executive directors' service contracts are for three years from September 22, 2012, automatically renewable for one year upon expiry[64](index=64&type=chunk) - In accordance with the company's articles of association, one-third of the directors must retire by rotation at each annual general meeting, and each director must retire at least once every three years[64](index=64&type=chunk) [Roles of Chairman and Chief Executive Officer](index=14&type=section&id=Roles%20of%20Chairman%20and%20Chief%20Executive%20Officer) Mr. Sun Guohua concurrently serves as CEO and Chairman of the Board, deviating from the Corporate Governance Code; the Board believes this arrangement facilitates consistent leadership and optimizes operational efficiency, without compromising the Board's independence and balance of power - Mr. Sun Guohua concurrently serves as the company's Chief Executive Officer and Chairman of the Board, deviating from Corporate Governance Code provision C.2.1[66](index=66&type=chunk) - The Board believes this arrangement facilitates consistent leadership to advance long-term strategies and further enhances monetization capabilities and operational efficiency[66](index=66&type=chunk) - The Board, comprising two executive directors and three independent non-executive directors, possesses strong independence, ensuring a balance of power and authority[68](index=68&type=chunk) [Continuous Training and Development for Directors](index=15&type=section&id=Continuous%20Training%20and%20Development%20for%20Directors) The company provides necessary induction and information to newly appointed directors and requires all directors to participate in continuous professional development to update their knowledge and skills; all directors participated in training during the year - Each newly appointed director receives necessary induction and information to ensure a proper understanding of the company's operations and business[69](index=69&type=chunk) - Directors are required to participate in continuous professional development to enhance and update their knowledge and skills[70](index=70&type=chunk) Directors' Continuous Professional Development Program Categories | Director Name | Continuous Professional Development Program Categories | | :--- | :--- | | Mr. Zhang Haifeng | A, B | | Mr. Sun Guohua | A, B | | Mr. Wong Chi Kwok | A, B | | Mr. Wan Kam To | A, B | | Ms. Zhao Yue | A, B | | Mr. Shen Zeqing | A, B | [Board Meetings and General Meeting Attendance](index=16&type=section&id=Board%20Meetings%20and%20General%20Meeting%20Attendance) During the year, the Board regularly held meetings to review company performance and strategy, convening four Board meetings and one general meeting; all directors maintained high attendance rates - During the year, the company convened **four Board meetings** and **one general meeting**[74](index=74&type=chunk) Board Meetings and General Meeting Attendance Record | Director Name | Board Meeting Attendance | General Meeting Attendance | | :--- | :--- | :--- | | Mr. Zhang Haifeng | 7/7 | 1/1 | | Mr. Sun Guohua | 7/7 | 1/1 | | Mr. Wong Chi Kwok | 7/7 | 1/1 | | Mr. Wan Kam To | 7/7 | 1/1 | | Ms. Zhao Yue | 7/7 | 1/1 | | Mr. Shen Zeqing | 7/7 | 1/1 | [Model Code for Securities Transactions by Directors](index=16&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The company has adopted a Model Code for Securities Transactions by Directors equivalent to Appendix C3 of the Listing Rules and confirms full compliance by all directors during the year - The terms of the company's adopted Model Code for Securities Transactions by Directors are no less exacting than the standards set out in Appendix C3 of the Listing Rules[75](index=75&type=chunk) - The Board confirms that, for the current year and up to the date of this annual report, each director has fully complied with the required standards set out in the Model Code and its code of conduct[75](index=75&type=chunk) [Board Committees](index=16&type=section&id=Board%20Committees) The Board has established Audit, Nomination, and Remuneration Committees, each with independent non-executive director participation, to oversee specific areas; each committee has written terms of reference and holds regular meetings to fulfill its responsibilities [Audit Committee](index=17&type=section&id=Audit%20Committee) The Audit Committee comprises three independent non-executive directors, chaired by Mr. Wan Kam To; its primary responsibilities include recommending external auditors, reviewing financial statements, and monitoring internal controls and risk management; during the year, it reviewed the consolidated financial statements and interim condensed consolidated financial statements - The Audit Committee comprises three independent non-executive directors, with Mr. Wan Kam To as Chairman[78](index=78&type=chunk) - Its primary responsibilities include providing recommendations to the Board regarding the appointment and removal of external auditors, reviewing financial statements, advising on financial reporting, and monitoring internal control procedures and risk management[78](index=78&type=chunk) - The Audit Committee has reviewed the Group's consolidated financial statements for the year ended March 31, 2023, and the interim condensed consolidated financial statements for the six months ended September 30, 2023[81](index=81&type=chunk) [Nomination Committee](index=17&type=section&id=Nomination%20Committee) The Nomination Committee comprises three independent non-executive directors and one executive director, chaired by the Board Chairman; its responsibilities include reviewing Board structure, assessing independence, and recommending directors; it held one meeting during the year, reviewing the Board Diversity Policy and Nomination Policy - The Nomination Committee comprises three independent non-executive directors and one executive director, with the Chairman of the Board serving as its Chairman[83](index=83&type=chunk) - Its primary responsibilities include reviewing the Board's structure, size, and composition, assessing the independence of independent non-executive directors, and making recommendations to the Board regarding director appointments[82](index=82&type=chunk) - One meeting was held during the year to review the structure, size, and composition of the Board and its committees, the Board Diversity Policy and its measurable objectives, and to recommend the adoption of a Nomination Policy[85](index=85&type=chunk) [Remuneration Committee](index=18&type=section&id=Remuneration%20Committee) The Remuneration Committee comprises three independent non-executive directors, chaired by Ms. Zhao Yue; its responsibilities include making recommendations on the remuneration policy for directors and senior management; it held one meeting during the year, reviewing the remuneration policy and approving salaries and bonuses for executive directors and senior management - The Remuneration Committee comprises three independent non-executive directors, with Ms. Zhao Yue, an Independent Non-executive Director, as Chairman[87](index=87&type=chunk) - Its primary responsibility is to make recommendations on the overall remuneration policy and structure for all directors and senior management of the Group[86](index=86&type=chunk) - One meeting was held during the year to review the remuneration policy and approve the salaries and bonuses for executive directors and senior management[92](index=92&type=chunk) [Nomination Policy](index=19&type=section&id=Nomination%20Policy) The Board adopted a Nomination Policy during the year to outline selection criteria and nomination procedures, ensuring the Board possesses a balanced mix of skills, experience, and diverse perspectives; selection criteria include time commitment, integrity, industry experience, and diversity, while the nomination process involves recommendations from the Nomination Committee and a final decision by the Board at the general meeting - The Board adopted a Nomination Policy during the year, aiming to outline relevant selection criteria and nomination procedures to ensure the Board possesses a balanced mix of skills, experience, and diverse perspectives suitable for the Group's business[94](index=94&type=chunk) - Selection criteria include commitment of time to company affairs, reputation for integrity, relevant industry achievements and experience, efficiency in performing Board duties, and diversity in all aspects as set out in the Board Diversity Policy[95](index=95&type=chunk) - The nomination process involves recommendations from the Nomination Committee to the Board, with the Board having the final decision on candidates to be put forward for election at the general meeting[96](index=96&type=chunk)[97](index=97&type=chunk) [Corporate Governance Functions](index=20&type=section&id=Corporate%20Governance%20Functions) The Board is responsible for formulating and reviewing corporate governance policies, monitoring director and senior management training, ensuring compliance with laws and regulations, establishing codes of conduct, and reviewing adherence to the Corporate Governance Code - The Board is responsible for formulating and reviewing the Group's corporate governance policies and practices and making recommendations[100](index=100&type=chunk) - The Board monitors the training and continuous professional development of directors and senior management, and reviews the Group's policies and practices regarding compliance with relevant laws and regulatory requirements[100](index=100&type=chunk) - The Board formulates, reviews, and monitors the codes of conduct and compliance manuals applicable to the Group's directors and employees, and reviews the Group's compliance with the Corporate Governance Code and disclosure requirements in the Corporate Governance Report[100](index=100&type=chunk) [Financial Reporting and Audit](index=21&type=section&id=Financial%20Reporting%20and%20Audit) The Board is responsible for preparing true and fair financial statements and presenting a clear assessment to shareholders; external auditor Shinewing (HK) CPA Limited is responsible for the audit; total auditor's remuneration for the year was HK$1.674 million [Directors' Responsibilities for Financial Statements](index=21&type=section&id=Directors'%20Responsibilities%20for%20Financial%20Statements) Directors acknowledge their responsibility to prepare financial statements for each financial year that give a true and fair view of the company's affairs and results; the Board strives to present shareholders with a clear and unbiased assessment of the Group's performance - Directors acknowledge their responsibility to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Company and the Group as at the end of the year and of the Group's results and cash flows for the financial year then ended[101](index=101&type=chunk) - The Board endeavors to present shareholders with a clear and unbiased assessment of the Group's performance in annual and interim reports, making timely and appropriate disclosures and announcements[101](index=101&type=chunk) [Auditor's Remuneration](index=21&type=section&id=Auditor's%20Remuneration) For the year ended March 31, 2024, the external auditor and its affiliates provided audit and non-audit services to the Group, totaling HK$1.674 million in remuneration Auditor's Remuneration (HK$ Thousand) | Service Type | Amount (HK$ Thousand) | | :--- | :--- | | Audit Services | 950 | | Non-annual Audit Services - Interim Review Services | 250 | | Non-annual Audit Services - Corporate Actions | 400 | | Non-annual Audit Services - Tax | 74 | | **Total** | **1,674** | [Risk Management and Internal Control](index=21&type=section&id=Risk%20Management%20and%20Internal%20Control) The Group has implemented internal control and risk management systems to achieve operational effectiveness, reliable financial reporting, and compliance; the Board is responsible for overseeing and reviewing their effectiveness, with the internal audit department conducting regular independent reviews; during the year, the Board deemed these systems continuously effective and adequate, and adopted an inside information policy and procedures - The Group has implemented internal control and risk management systems aimed at achieving operational effectiveness, reliable financial reporting, and compliance with applicable laws and regulations[102](index=102&type=chunk) - The Board is responsible for overseeing the Group's risk management and internal control systems and reviewing their effectiveness[103](index=103&type=chunk) - The Group's internal audit department conducts regular independent reviews of the Group's risk management and internal control systems from time to time[103](index=103&type=chunk) - For the year ended March 31, 2024, the Board considered these systems to be continuously effective and adequate[105](index=105&type=chunk) - The Group has adopted and implemented an inside information policy and procedures to enhance the truthfulness, accuracy, completeness, and timeliness of handling and public disclosure of inside information[105](index=105&type=chunk) [Shareholders' Rights and Communication](index=22&type=section&id=Shareholders'%20Rights%20and%20Communication) Shareholders have the right to requisition extraordinary general meetings, raise inquiries with the Board, and propose resolutions at general meetings; the company maintains effective communication with shareholders and potential investors through annual general meetings, website reports, and press releases [Shareholders' Right to Requisition an Extraordinary General Meeting](index=22&type=section&id=Shareholders'%20Right%20to%20Requisition%20an%20Extraordinary%20General%20Meeting) Shareholders holding not less than one-tenth of the paid-up capital of the company carrying the right to vote at general meetings may requisition the directors to convene an extraordinary general meeting, which must be held within two months of the requisition being deposited - Any one or more shareholders holding not less than one-tenth of the paid-up capital of the company carrying the right to vote at general meetings may requisition the directors to convene an extraordinary general meeting[106](index=106&type=chunk) - The extraordinary general meeting must be held within two months of the requisition being deposited[106](index=106&type=chunk) [Procedures for Shareholders to Put Enquiries to the Board](index=22&type=section&id=Procedures%20for%20Shareholders%20to%20Put%20Enquiries%20to%20the%20Board) Shareholders may submit inquiries and concerns to the Board in writing via the Company Secretary at any time, who will forward them to the Board and/or relevant committees for response - Shareholders may submit inquiries and concerns to the Board in writing via the company's Company Secretary at any time[107](index=107&type=chunk) - The Company Secretary will forward shareholders' inquiries and concerns to the Board and/or the relevant Board committee of the company (as applicable) for response[107](index=107&type=chunk) [Procedures for Shareholders to Propose Resolutions at General Meetings](index=22&type=section&id=Procedures%20for%20Shareholders%20to%20Propose%20Resolutions%20at%20General%20Meetings) Shareholders wishing to propose a resolution at a general meeting should submit it in writing with contact details to the company's principal place of business, adhering to varying notice period requirements - Shareholders should submit their proposed resolutions, along with detailed contact information, in writing to the company's principal place of business[108](index=108&type=chunk) - The notice period depends on the nature of the resolution: not less than **14 clear days** for an ordinary resolution and not less than **21 clear days** for a special resolution[113](index=113&type=chunk) [Communication with Shareholders](index=23&type=section&id=Communication%20with%20Shareholders) Management maintains effective communication with shareholders and potential investors through annual general meetings, reports posted on the company's and HKEX websites, and press releases; the policy's implementation was effective during the year - Management strives to maintain effective communication with the company's shareholders and potential investors[110](index=110&type=chunk) - The company meets with shareholders at annual general meetings, posts interim and annual reports on its website and the HKEX website, and issues press releases on its website[110](index=110&type=chunk) - For the year ended March 31, 2024, the Board reviewed the implementation and effectiveness of the aforementioned shareholder communication policy and deemed it effective[111](index=111&type=chunk) [Constitutional Documents](index=23&type=section&id=Constitutional%20Documents) There were no changes to the company's constitutional documents during the year - There were no changes to the company's constitutional documents during the year[112](index=112&type=chunk) [Environmental, Social and Governance Report](index=24&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [About This Report](index=24&type=section&id=About%20This%20Report) This report aims to disclose the Group's progress and direction in sustainable development to stakeholders, covering the precision metal business at its Suzhou plant in China, and is prepared in accordance with Appendix C2 'Environmental, Social and Governance Reporting Guide' of the Listing Rules [Reporting Scope and Board Statement](index=24&type=section&id=Reporting%20Scope%20and%20Board%20Statement) This report covers the Group's precision metal business at its Suzhou plant in China, disclosing ESG performance for the financial year ended March 31, 2024; the Board is committed to integrating environmental factors into business, enhancing employee capabilities, caring for the community, and regularly reviewing ESG management strategies - This report covers the Group's plant in Suzhou, People's Republic of China ("China"), primarily engaged in the manufacturing of precision metal products[115](index=115&type=chunk) - This report discloses the Group's management approach and performance in corporate social responsibility, covering the financial year ended March 31, 2024[115](index=115&type=chunk) - The Board states that the Group's sustainable development strategy includes integrating environmental factors into business, enhancing employee capabilities, caring for the community, improving corporate social responsibility performance, and increasing transparency[116](index=116&type=chunk) [Reporting Principles and Materiality Assessment](index=25&type=section&id=Reporting%20Principles%20and%20Materiality%20Assessment) This report is prepared in accordance with Appendix C2 'Environmental, Social and Governance Reporting Guide' of the Listing Rules, adhering to the principles of materiality, quantification, balance, and consistency; management conducted a materiality assessment, identifying key ESG issues such as greenhouse gas emissions, resource utilization, waste management, occupational health and safety, labor relations, customer satisfaction, quality assurance, and data security - This report has been prepared in accordance with the 'Environmental, Social and Governance Reporting Guide' set out in Appendix C2 of the Listing Rules, using four reporting principles (i.e., materiality, quantitative, balance, and consistency) as the basis for preparation[118](index=118&type=chunk) - Management conducted a materiality assessment, identifying key ESG issues such as greenhouse gas emissions, efficient resource utilization, waste management, water resources and wastewater management, occupational health and safety, labor relations, labor standards and labor rights, customer satisfaction, quality assurance and product responsibility, data security, and intellectual property protection[121](index=121&type=chunk) [Environmental Protection](index=27&type=section&id=Environmental%20Protection) The Group strictly complies with China's environmental laws and regulations and is ISO 14001 certified; during the year, CO2 emissions increased by 4.7%, mainly due to new production lines; the company implements energy-saving measures, invests in exhaust gas filtration systems, and systematically manages waste; water consumption decreased by 11.6%, total packaging material usage decreased by 20.2%, and recyclable packaging material usage increased by 8% [Emissions Management](index=28&type=section&id=Emissions%20Management) Business units adhere to Chinese laws on exhaust gas, wastewater discharge, and noise pollution, and obtained ISO 14001 certification in 1998; in FY2024, CO2 emissions were approximately 5,167 tonnes, a 4.7% year-on-year increase, mainly due to a new production line; the company has invested in two exhaust gas filtration systems and systematically classifies, stores, and disposes of waste through authorized companies - Business units adhere to Chinese government laws on exhaust gas, wastewater discharge, and noise pollution, and first obtained ISO 14001 international environmental management system certification in 1998[123](index=123&type=chunk) CO2 Emissions (tonnes) | Year | Total Emissions (tonnes) | Change (%) | | :--- | :--- | :--- | | 2024 | 5,167 | +4.7% | | 2023 | 4,937 | | - Increase in CO2 emissions primarily due to the establishment of a new production line by the business unit during the year[123](index=123&type=chunk) - The Suzhou business unit invested in two exhaust gas emission filtration systems during the year and implemented systematic waste classification, storage, and disposal or recycling through authorized companies[126](index=126&type=chunk) Waste Disposal Volume (tonnes) | Waste Type | 2024 (tonnes) | 2023 (tonnes) | Change (tonnes) | | :--- | :--- | :--- | :--- | | Non-hazardous Waste | 1,479 | 1,777 | -298 | | Hazardous Waste | 24 | 37 | -13 | [Resource Utilization Efficiency](index=30&type=section&id=Resource%20Utilization%20Efficiency) Business units implement ISO 14001 energy and water saving measures; electricity consumption increased by 2.5%, and direct energy consumption increased by 34.8%, mainly due to a new production line and increased natural gas consumption; water consumption decreased by 11.6%, primarily due to improved water resource control; total packaging material usage decreased by 20.2%, and recyclable packaging material usage increased by 8% to 26% Energy Consumption (kWh) | Energy Type | 2024 (kWh) | 2023 (kWh) | Change (%) | | :--- | :--- | :--- | :--- | | Indirect Energy (Electricity) | 5.83 million | 5.69 million | +2.5% | | Direct Energy (Natural Gas, Gasoline, Diesel) | 2.21 million | 1.64 million | +34.8% | - Increase in electricity consumption primarily due to the establishment of a new production line by the business unit during the year[130](index=130&type=chunk) - Increase in direct energy consumption primarily due to increased natural gas consumption for production during the year[130](index=130&type=chunk) Water Resources and Packaging Material Usage | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Water Consumption (Thousand tonnes) | 26.0 | 29.4 | -11.6% | | Total Packaging Material Usage (tonnes) | 812 | 1,017 | -20.2% | | Recyclable Packaging Material Usage Rate | 26% | 18% | +8% | - Decrease in water consumption primarily due to better control over water resource usage during the year[132](index=132&type=chunk) - Decrease in total packaging material usage and increase in recyclable packaging material usage primarily due to encouraging clients to use recyclable packaging materials for new orders[134](index=134&type=chunk) [Environmental and Natural Resources Management](index=30&type=section&id=Environmental%20and%20Natural%20Resources%20Management) The Group implements environmental control measures to minimize the impact on natural resources during production, including replacing energy-inefficient equipment, training employees on resource conservation, double-sided printing, and waste sorting and recycling, ultimately achieving significant reductions, reuse, or recycling of metals,