股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年9月30日 | 狀態: 新提交 | | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | 公司名稱: | 中新控股有限公司 (前稱仁德資源控股有限公司) | | | 呈交日期: | 2025年10月2日 | | | I. 法定/註冊股本變動 不適用 | | | FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 | 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) | 08125 | 說明 | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 180,610,560 | | 0 | | 180,610,560 | | 增加 / 減少 (-) | | | | | | | | | ...

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: | 中新控股有限公司 (前稱仁德資源控股有限公司) | | | | 呈交日期: | 2025年9月5日 | | | | I. 法定/註冊股本變動 不適用 | | | | FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 | 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) | 08125 | 說明 | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 180,610,560 | | 0 | | 180,610,560 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對 其準確性或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內 容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 （股份代號：8125） 二零二五年八月二十八日舉行之股東週年大會之投票結果 中新控股有限公司（前稱仁德資源控股有限公司）（「本公司」）董事（「董事」）會（「董事 會」）欣然宣佈，載列於通告內之所有決議案已於股東週年大會（「股東週年大會」）上透 過投票表決方式獲股東正式通過。 （前稱Royal Century Resources Holdings Limited 仁德資源控股有限公司） China New Holdings Limited 中新控股有限公司 茲提述本公司於二零二五年七月二十九日刊發之通函（「通函」）及其中所載之股東週年 大會的通告（「通告」）。除文義另有所指外，本公告所採用之詞彙與通函所界定者具有相 同涵義。 （於香港註冊成立之有限公司） 股東週年大會結果 於二零二五年八月二十八日舉行之股東週年大會上，載列於通告內之所有提呈決議案 已透過投票表決方式進行。本公司之股份過戶登記處卓佳證券登記有 ...

China New Holdings Limited 中新控股有限公司 (Incorporated in Hong Kong with limited liability) ( 於香港註冊成立之有限公司 ) (Stock Code 股份代號: 8125) NOTIFICATION LETTER 通知信函 Dear Registered Shareholders, China New Holdings Limited (the "Company") – Notice of Publication of Annual Report 2024/25, Circular & Proxy Form (the "Current Corporate Communications") We hereby notify you that the Current Corporate Communication(s) in both English and Chinese are now available on the Company's website at http://www.chinanewholdings.com.hk ...

China New Holdings Limited 中新控股有限公司 (Incorporated in Hong Kong with limited liability) ( 於香港註冊成立之有限公司 ) (Stock Code 股份代號: 8125) NOTIFICATION LETTER 通知信函 Dear Non-registered Holder(s)(Note 1) China New Holdings Limited (the "Company") – Notice of Publication of Annual Report 2024/25, Circular & Proxy Form (the "Current Corporate Communications") The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at http://www.chinanewholdings.com.hk and t ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不負責，對 其準確性或完整性亦不發表任何聲明，並明確表示概不會就本通告全部或任何部分內 容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 China New Holdings Limited 中新控股有限公司 （前稱Royal Century Resources Holdings Limited 仁德資源控股有限公司） （於香港註冊成立之有限公司） （股份代號：8125） 股東週年大會通告 茲通告中新控股有限公司（前稱仁德資源控股有限公司）（「本公司」）謹訂於二零二五年 八月二十八日上午十一時正假座香港上環文咸東街35-45B號2樓召開股東週年大會，藉 以處理下列事項： 「動議： 及根據本決議案第(a)段之授權亦須受此數額限制；及 2 (a) 在下文(c)段 之 限 制 下 及 根 據 香 港 聯 合 交 易 所 有 限 公 司（「聯交所」）GEM （「GEM」）證券上市規則（「GEM上市規則」）之規定，一般性及無條件批准董 事在有關期間（定義見下文）內行使本公司所有權力，以配發、發行及處置本公 司之普通股份（「股份」）新股，並作出或授予可 ...

此乃要件 請即處理 閣下對本通函任何方面或應採取之行動如有任何疑問，應諮詢 閣下之持牌證券交易商、銀行經理、律師、專業會 計師或其他專業顧問。 （於香港註冊成立之有限公司） 閣下如已將名下之中新控股有限公司（前稱仁德資源控股有限公司）股份全部出售或轉讓，應立即將本通函及隨附 之代表委任表格送交買主或承讓人，或送交經手買賣或轉讓之銀行、持牌證券交易商或其他代理商，以便轉交買主 或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其準確性或完整性亦不發表 任何聲明，並明確表示概不就因本通函全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何 責任。 China New Holdings Limited 中新控股有限公司 （前稱Royal Century Resources Holdings Limited 仁德資源控股有限公司） （股份代號：8125） (1)購回股份及發行新股份之一般授權； (2)重選董事之建議； (3)暫停辦理股份過戶登記； (4)續聘核數師；及 (5)股東週年大會通告 中新控股有限公司（前稱仁德資源控股有限公司）（「本公司」）謹訂於二零二五年八月 ...

China New Holdings Limited 中 新 控 股 有 限 公 司 (Incorporated in Hong Kong with limited liability) (於香港註冊成立之有限公司） (formerly known as Royal Century Resources Holdings Limited) (前稱仁德資源控股有限公司） Stock code 股份代號：8125 年報 Annual Report 2024/2025 China New Holdings Limited 中 新 控 股 有 限 公 司 China New Holdings Limited Annual R e p ort 年報 2 0 2 4/2 5 中 新 控 股 有 限 公 司 Annual Report 2024/2025 1 二零二四年╱二零二五年度報告 CHARACTERISTICS OF GEM ("GEM") OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned ...

[Annual Results Announcement](index=1&type=section&id=Annual%20Results%20Announcement) [Disclaimer and GEM Characteristics](index=1&type=section&id=Disclaimer%20and%20GEM%20Characteristics) This announcement includes disclaimers from HKEX and HKSE, highlighting the higher investment risks of the GEM market and advising investors to exercise caution - HKEX and GEM are not responsible for the announcement's content, make no representations, and assume no liability for losses[1](index=1&type=chunk) - The GEM market provides a listing platform for high-investment-risk companies, and investors should understand potential risks and make prudent decisions[3](index=3&type=chunk) [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) [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, the Group's revenue significantly increased, but gross profit declined, resulting in an expanded loss, with basic and diluted loss per share of HK$0.48 Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 164,543 | 87,603 | | Cost of sales | (161,065) | (78,573) | | Gross profit | 3,478 | 9,030 | | Loss before tax | (21,700) | (10,424) | | Loss for the year attributable to owners of the Company | (21,678) | (9,790) | | Loss per share (basic and diluted) | (0.48) | (0.61) | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's non-current assets and net assets both decreased, while current assets increased, but current liabilities significantly grew, leading to a reduction in net current assets Consolidated Statement of Financial Position Summary | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current assets | 5,953 | 11,981 | | Current assets | 105,796 | 78,731 | | Current liabilities | 52,295 | 16,904 | | Net current assets | 53,501 | 61,827 | | Total assets less current liabilities | 59,454 | 73,808 | | Net assets | 59,182 | 73,501 | | Total equity | 59,182 | 73,501 | [Notes to Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [General Information](index=5&type=section&id=General%20Information) China New Holdings Limited is registered in Hong Kong and listed on GEM, primarily engaged in investment holding and, through its subsidiaries, in design, renovation and engineering, construction equipment leasing, wine sourcing and marketing, and financial services - The Company is an investment holding company with shares listed on the GEM of HKEX[8](index=8&type=chunk) - The Group is primarily engaged in design, renovation and engineering services; leasing of construction equipment; sourcing and marketing of fine wines; and providing financial services (including securities advisory, trading, brokerage, asset management, and money lending)[9](index=9&type=chunk)[10](index=10&type=chunk) [Application of New and Revised HKFRSs](index=6&type=section&id=Application%20of%20New%20and%20Revised%20HKFRSs) The Group has adopted several new and revised HKFRSs for the first time, with no impact on prior period amounts and no significant expected impact on current or future periods - The Group has adopted several amendments to HKFRSs effective on or after April 1, 2024, including sale and leaseback, and classification of current/non-current liabilities[11](index=11&type=chunk) - The adoption had no impact on amounts recognized in prior periods and is not expected to have a significant impact on current or future periods[11](index=11&type=chunk) - The Group has assessed new and revised standards not yet effective and expects no material impact on the consolidated financial statements[13](index=13&type=chunk) [Segment Information](index=7&type=section&id=Segment%20Information) The Group reports across four main operating segments: design, renovation and engineering services; construction equipment leasing; wine sourcing and marketing; and financial services, with design, renovation and engineering services showing significant revenue growth in 2025, while other segments declined, operating primarily in Hong Kong and Macau, with key customer revenue contributions disclosed - The Group's operating segments include design, renovation and engineering services; leasing of construction equipment; sourcing and marketing of fine wines; and financial services business[17](index=17&type=chunk) Segment Revenue and Operating Loss (2025) | Segment | Revenue (HK$ Thousand) | Operating Loss (HK$ Thousand) | | :--- | :--- | :--- | | Design, renovation and engineering services | 155,634 | (168) | | Leasing of construction equipment | 8,639 | (8,934) | | Marketing of fine wines | – | (44) | | Financial services business | 270 | (4,992) | | **Total** | **164,543** | **(14,138)** | Segment Revenue and Operating (Loss) Profit (2024) | Segment | Revenue (HK$ Thousand) | Operating (Loss) Profit (HK$ Thousand) | | :--- | :--- | :--- | | Design, renovation and engineering services | 71,972 | (6,386) | | Leasing of construction equipment | 12,966 | 3,746 | | Marketing of fine wines | 2,214 | 551 | | Financial services business | 451 | (276) | | **Total** | **87,603** | **(2,365)** | Geographical Revenue and Non-current Assets | Region | 2025 Revenue (HK$ Thousand) | 2024 Revenue (HK$ Thousand) | 2025 Non-current Assets (HK$ Thousand) | 2024 Non-current Assets (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 87,330 | 46,006 | 5,953 | 11,981 | | Macau | 77,213 | 41,597 | – | – | | **Total** | **164,543** | **87,603** | **5,953** | **11,981** | Major Customer Revenue Contribution | Customer | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Customer A | Not applicable | 25,297 | | Customer B | 77,213 | 29,352 | | Customer C | Not applicable | 12,245 | | Customer D | 61,222 | Not applicable | [Revenue](index=13&type=section&id=Revenue) The Group's total revenue for FY2025 was HK$164,543 thousand, primarily driven by design, renovation and engineering services, which saw significant growth, while revenue from construction equipment leasing, wine sales, and money lending interest all decreased Revenue Analysis | Revenue Source | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Design, renovation and engineering services income | 155,634 | 71,972 | | Rental income from leasing of construction equipment | 8,639 | 12,966 | | Sales of fine wines | – | 2,214 | | Interest income from money lending | 270 | 451 | | **Total** | **164,543** | **87,603** | - Design, renovation and engineering services income increased by **116.2% year-on-year**, becoming the primary driver of revenue growth[27](index=27&type=chunk) - The fine wine sales business ceased to contribute revenue in 2025[27](index=27&type=chunk) [Income Tax Credit](index=14&type=section&id=Income%20Tax%20Credit) The Group recorded an income tax credit of HK$22 thousand in FY2025, primarily from deferred tax, with current tax being negative, and different tax policies applying in Hong Kong, Macau, and the British Virgin Islands Income Tax Credit | Tax Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current tax | (13) | (20) | | Deferred tax | 35 | 654 | | **Income tax credit for the year** | **22** | **634** | - Hong Kong profits tax operates under a two-tiered system, with the first **HK$2 million** of assessable profits taxed at **8.25%** and the remainder at **16.5%**[29](index=29&type=chunk) - Macau complementary income tax is calculated at progressive rates, with the current year's rate at **12%**[29](index=29&type=chunk) [Loss Before Tax](index=15&type=section&id=Loss%20Before%20Tax) The Group's loss before tax for FY2025 was HK$21,700 thousand, an increase from the previous year, with major expenses including salaries and wages, cost of inventories sold, depreciation of property, plant and equipment, depreciation of right-of-use assets, and administrative expenses Key Components of Loss Before Tax | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Salaries and wages (included in cost of sales) | 742 | 821 | | Salaries, wages and other benefits (included in administrative expenses) | 4,203 | 4,303 | | Directors' remuneration | 2,730 | 2,191 | | Cost of inventories sold | 15,988 | 9,866 | | Depreciation of property, plant and equipment | 5,122 | 6,397 | | Depreciation of right-of-use assets | 1,809 | 4,095 | | Administrative expenses | 26,392 | 22,167 | | Finance costs | 48 | 734 | - The loss before tax for 2025 was **HK$21,700 thousand**, an increase from **HK$10,424 thousand** in 2024[5](index=5&type=chunk) [Dividends](index=15&type=section&id=Dividends) For the year ended March 31, 2025, the Company neither paid nor proposed any dividends - No dividends were paid or proposed for the years ended March 31, 2024 and 2025[31](index=31&type=chunk) [Loss Per Share](index=16&type=section&id=Loss%20Per%20Share) The Group's basic and diluted loss per share for FY2025 was HK$0.48, an improvement from HK$0.61 in 2024, with the weighted average number of ordinary shares adjusted for share consolidation Loss Per Share Calculation | Metric | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$ Thousand) | (21,678) | (9,790) | | Weighted average number of ordinary shares (Thousand shares) | 44,698 | 15,997 | | **Loss per share (HK$)** | **(0.48)** | **(0.61)** | - Basic and diluted loss per share are identical as there were no potentially dilutive ordinary shares outstanding in either year[33](index=33&type=chunk) - The weighted average number has been adjusted to reflect the effect of share consolidation[32](index=32&type=chunk) [Loans and Interest Receivable](index=16&type=section&id=Loans%20and%20Interest%20Receivable) As of March 31, 2025, the Group's net loans and interest receivable amounted to HK$2,761 thousand, primarily from an unsecured personal loan with a 9% annual interest rate, which, despite being overdue, was assessed as Stage 2 with no credit impairment due to repayment history and subsequent interest settlement Loans and Interest Receivable | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Loans receivable | 3,000 | 3,000 | | Interest receivable | 580 | 310 | | Less: Loss allowance | (819) | (1,168) | | **Total** | **2,761** | **2,142** | - The loan portfolio includes an unsecured personal loan with a principal of **HK$3,000,000** and an annual interest rate of **9%**[35](index=35&type=chunk) - A net reversal of **HK$349 thousand** in loss allowance for loans and interest receivable was recognized during the year[36](index=36&type=chunk) - Loans and interest receivable overdue for more than **180 days** amounted to **HK$2,761 thousand**[36](index=36&type=chunk) [Trade and Other Receivables](index=18&type=section&id=Trade%20and%20Other%20Receivables) As of March 31, 2025, the Group's total trade and other receivables significantly increased to HK$41,128 thousand from the previous year, with an increase in loss allowance for trade receivables and a higher proportion of trade receivables overdue for more than 365 days Trade and Other Receivables | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables (net of allowance) | 29,951 | 21,291 | | Other receivables | 11,177 | 1,989 | | **Total** | **41,128** | **23,280** | Ageing Analysis of Trade Receivables (Net of Loss Allowance) | Ageing | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 90 days | 15,523 | 16,004 | | 91 to 180 days | 459 | 583 | | 181 to 270 days | 1,031 | 518 | | 271 to 365 days | 8,732 | 456 | | Over 365 days | 4,206 | 3,730 | | **Total** | **29,951** | **21,291** | - Loss allowance for trade receivables increased from **HK$6,643 thousand** to **HK$7,033 thousand**[39](index=39&type=chunk) [Trade and Other Payables](index=19&type=section&id=Trade%20and%20Other%20Payables) As of March 31, 2025, the Group's total trade and other payables significantly increased to HK$47,678 thousand from the previous year, primarily due to an increase in temporary receipts from rights issue proceeds Trade and Other Payables | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade payables | 12,358 | 4,766 | | Other payables | 35,320 | 9,073 | | **Total** | **47,678** | **13,839** | - Other payables include temporary receipts of **HK$25,742 thousand** from rights issue proceeds[40](index=40&type=chunk)[41](index=41&type=chunk) - The average credit period for trade payables is **90 days**[43](index=43&type=chunk) [Share Capital](index=20&type=section&id=Share%20Capital) The Group's share capital underwent multiple changes in FY2025, including share consolidation, rights issue, and issuance of shares under general mandate, leading to changes in total issued shares and share capital amount Changes in Share Capital | Event | Number of Shares (Thousand shares) | Amount (HK$ Thousand) | | :--- | :--- | :--- | | As at April 1, 2023 | 156,780 | 205,523 | | Share consolidation (November 2023) | (125,424) | – | | Rights issue (November 2023) | 156,780 | 36,059 | | As at March 31, 2024 | 188,136 | 240,814 | | Issuance of shares under general mandate (April 2024) | 37,627 | 7,563 | | Share consolidation (February 2025) | (180,610) | – | | **As at March 31, 2025** | **45,153** | **248,173** | - Share consolidation was completed on February 19, 2025, where every five existing shares were consolidated into one consolidated share, adjusting the total issued shares from **225,763,200** to **45,152,640**[46](index=46&type=chunk)[48](index=48&type=chunk) [Commitments](index=21&type=section&id=Commitments) As of the end of the reporting period, the Group had no significant contractual commitments - As at the end of the reporting period, the Group had no significant contractual commitments[45](index=45&type=chunk) [Events After Reporting Period](index=21&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, the Company completed a share consolidation in February 2025 and a rights issue in April 2025, issuing 135,457,920 rights shares and raising approximately HK$39,150,000 - Share consolidation was completed on February 19, 2025, with every five shares consolidated into one[46](index=46&type=chunk) - A rights issue was completed on April 10, 2025, issuing **135,457,920** rights shares on the basis of three rights shares for every one consolidated share, at a subscription price of **HK$0.289**, raising approximately **HK$39,150,000**[46](index=46&type=chunk) [Comparative Figures](index=21&type=section&id=Comparative%20Figures) Certain comparative financial information has been reclassified to conform with the current year's presentation - Certain comparative financial information has been reclassified to conform with the current year's presentation[47](index=47&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review](index=22&type=section&id=Financial%20Review) The Group's FY2025 revenue grew by 87.8% year-on-year to HK$164.5 million, primarily driven by design, renovation and engineering services, but gross profit declined, administrative expenses increased, and expected credit loss allowances and intangible asset impairments all rose, leading to an expanded loss before tax - Total revenue was approximately **HK$164.5 million**, representing an **87.8% year-on-year increase**[49](index=49&type=chunk) Revenue by Segment | Segment | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Design, renovation and engineering services | 155,634 | 71,972 | | Leasing of construction equipment | 8,639 | 12,966 | | Wine marketing | – | 2,214 | | Financial services | 270 | 451 | | **Total** | **164,543** | **87,603** | - Gross profit was approximately **HK$3.5 million**, a **HK$5.5 million year-on-year decrease**, primarily due to reduced profit margins on new tender projects, lower utilization rates of leased construction equipment, and price competition[52](index=52&type=chunk)[53](index=53&type=chunk) - Administrative expenses increased, mainly due to initial start-up costs for upcoming projects and increased staff costs for new hires[56](index=56&type=chunk) - Expected credit loss allowance for trade receivables increased to **HK$390 thousand** (2024: HK$332 thousand), and for contract assets increased to **HK$203 thousand** (2024: HK$45 thousand), reflecting deteriorating credit risk and uncertainty in the construction industry[57](index=57&type=chunk) - Impairment loss recognized for Securities and Futures Ordinance licenses was approximately **HK$50 thousand** (2024: HK$779 thousand), and for cross-border vehicle licenses was approximately **HK$160 thousand** (2024: reversal of impairment loss of HK$140 thousand)[58](index=58&type=chunk)[59](index=59&type=chunk) [Business Review and Outlook](index=25&type=section&id=Business%20Review%20and%20Outlook) The Group is adjusting its business strategy by scaling down public housing projects, reallocating resources to other design, renovation and engineering services projects, and seeking to expand its customer base, while the construction equipment leasing business faces declining utilization rates, wine marketing will proceed moderately, and financial services (securities and money lending) will continue prudent operations with active follow-up on overdue loan recovery - The design, renovation and engineering services business will scale down public housing maintenance, re-plan its business portfolio, seek other projects, and develop relationships with existing and new contractors and clients[60](index=60&type=chunk) - Revenue from the construction equipment leasing business decreased due to lower utilization rates of scaffolding equipment, and the Group will strive to maintain customer relationships and broaden its customer base[62](index=62&type=chunk) - The fine wine marketing business will be conducted moderately, continuing negotiations with existing clients and seeking potential new clients[63](index=63&type=chunk) - Financial services business includes securities business (licensed activities) and money lending business, with the securities business operating cautiously due to economic uncertainty and market volatility[64](index=64&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk) - The money lending business focuses on corporate or individual borrowers, with the loan portfolio including an unsecured personal loan of **HK$3,000,000**, which, despite being overdue, is assessed as Stage 2, and the Group will regularly review and take follow-up actions[67](index=67&type=chunk)[68](index=68&type=chunk) [Liquidity and Financial Resources](index=28&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's net current assets were approximately HK$53.5 million, with cash and bank balances around HK$43.2 million, and the current ratio decreased to 2.0 times, primarily due to increased current liabilities from higher trade and other payables - Net current assets were approximately **HK$53.5 million** (2024: HK$61.8 million)[69](index=69&type=chunk) - Cash and bank balances were approximately **HK$43.2 million** (2024: HK$45.7 million)[69](index=69&type=chunk) - The current ratio was approximately **2.0 times** (2024: 4.7 times), with the decrease primarily due to increased current liabilities[69](index=69&type=chunk) [Capital Structure and Gearing Ratio](index=28&type=section&id=Capital%20Structure%20and%20Gearing%20Ratio) The Company's capital structure consists solely of ordinary shares, and as of March 31, 2025, the gearing ratio is not applicable due to full repayment of borrowings and lease liabilities, compared to approximately 2.6% in 2024 - The Company's capital structure consists solely of ordinary shares, with no changes in FY2025[70](index=70&type=chunk) - As of March 31, 2025, the gearing ratio is not applicable as borrowings and lease liabilities have been fully repaid[70](index=70&type=chunk) - As of March 31, 2024, the gearing ratio was approximately **2.6%**[70](index=70&type=chunk) [Dividends (MD&A)](index=28&type=section&id=Dividends%20(MD%26A)) The Board does not recommend the payment of any dividends for the year ended March 31, 2025 - The Board does not recommend the payment of any dividends for the year ended March 31, 2025[71](index=71&type=chunk) [Foreign Exchange Risk](index=29&type=section&id=Foreign%20Exchange%20Risk) The Group's operations are primarily denominated in HKD, RMB, and MOP, with no hedging instruments in place, and exchange rate fluctuations will be closely monitored to mitigate risks - The Group's operations are primarily denominated in Hong Kong Dollars, Renminbi, and Macanese Pataca[72](index=72&type=chunk) - The Group has not entered into any instruments to hedge foreign exchange risk and will closely monitor exchange rate changes to take appropriate actions[72](index=72&type=chunk) [Pledge of Group Assets](index=29&type=section&id=Pledge%20of%20Group%20Assets) As of March 31, 2024 and 2025, the Group had not pledged any assets - As of March 31, 2024 and 2025, the Group had not pledged any assets[73](index=73&type=chunk) [Significant Acquisitions and Disposals](index=29&type=section&id=Significant%20Acquisitions%20and%20Disposals) For the year ended March 31, 2025, the Group had no significant acquisitions or disposals of assets or subsidiaries - For the year ended March 31, 2025, the Group had no significant acquisitions or disposals of assets or subsidiaries[74](index=74&type=chunk) [Contingent Liabilities](index=29&type=section&id=Contingent%20Liabilities) As of March 31, 2025, the Group had no significant contingent liabilities - As of March 31, 2025, the Group had no significant contingent liabilities[75](index=75&type=chunk) [Commitments (MD&A)](index=29&type=section&id=Commitments%20(MD%26A)) Details of the Group's commitments as of March 31, 2025, are set out in Note 13 to this announcement - Details of the Group's commitments as of March 31, 2025, are set out in Note 13 to this announcement[76](index=76&type=chunk) [Employees and Remuneration Policy](index=30&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group employed 23 employees with total remuneration of approximately HK$7.8 million, providing training and compensation based on industry practice, individual performance, and Group performance - The Group employed **23 employees** (2024: 17 employees)[77](index=77&type=chunk) - Total remuneration (including employee and directors' remuneration and MPF contributions) was approximately **HK$7.8 million** (2024: HK$7.5 million)[77](index=77&type=chunk) - Remuneration policy is primarily based on industry practice, individual performance and experience, and includes discretionary bonuses and share options[77](index=77&type=chunk) [Share Capital (MD&A)](index=30&type=section&id=Share%20Capital%20(MD%26A)) Details of changes in share capital are set out in Note 12 to this announcement - Changes in share capital are set out in Note 12 to this announcement[78](index=78&type=chunk) [Use of Proceeds from Rights Issue](index=30&type=section&id=Use%20of%20Proceeds%20from%20Rights%20Issue) The Group completed a rights issue in December 2023, raising approximately HK$35 million net proceeds, with most funds used for working capital in engineering and leasing businesses, general corporate and administrative expenses by March 31, 2025, and HK$12.5 million remaining for developing and expanding the securities business - A rights issue was completed in December 2023, raising net proceeds of approximately **HK$35 million**[79](index=79&type=chunk)[80](index=80&type=chunk) Use of Proceeds from Rights Issue | Purpose | Planned (HK$ Thousand) | Utilized as at March 31, 2024 (HK$ Thousand) | Utilized as at March 31, 2025 (HK$ Thousand) | Unutilized (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Development and expansion of securities business | 20,116 | (866) | (6,718) | 12,532 | | Working capital for engineering and leasing businesses | 10,234 | (10,234) | – | – | | General corporate and administrative expenses | 4,941 | (4,941) | – | – | | **Total** | **35,291** | **(16,041)** | **(6,718)** | **12,532** | - The remaining proceeds for the development and expansion of the securities business are expected to be utilized in 2026[81](index=81&type=chunk) [Use of Proceeds from Placing of New Shares](index=32&type=section&id=Use%20of%20Proceeds%20from%20Placing%20of%20New%20Shares) The Company completed a placing in April 2024, raising net proceeds of approximately HK$7.4 million, which were fully utilized as of March 31, 2025 - A placing was completed on April 23, 2024, issuing **37,627,200** ordinary shares at a subscription price of **HK$0.201**[82](index=82&type=chunk) - The net proceeds from the placing were approximately **HK$7.4 million**, which were fully utilized as of March 31, 2025[82](index=82&type=chunk) [Other Information](index=32&type=section&id=Other%20Information) [Corporate Governance Practices](index=32&type=section&id=Corporate%20Governance%20Practices) The Company has adopted the GEM Listing Rules' Corporate Governance Code and established audit, remuneration, nomination, and compliance committees, but deviations exist due to vacancies in the Chairman and Chief Executive Officer roles, leading to the company secretary reporting to executive directors - The Company has adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[83](index=83&type=chunk) - An audit committee, remuneration committee, nomination committee, and compliance committee have been established[83](index=83&type=chunk) - Deviations from code provisions C.2.1 (distinction between Chairman and Chief Executive Officer roles), C.2 (Chairman's responsibilities), and C.6.3 (company secretary's reporting line) exist due to vacancies in the Chief Executive Officer and Chairman positions[85](index=85&type=chunk) [Directors' Securities Transactions](index=33&type=section&id=Directors'%20Securities%20Transactions) The Company has adopted a code of conduct for directors' securities transactions, and all directors confirmed compliance with the code during the reporting year, with no directors trading the Company's shares - The Company has adopted a code of conduct for directors' dealings in the Company's securities[84](index=84&type=chunk) - All Directors confirmed compliance with the code of conduct for the year ended March 31, 2025, and no Directors traded the Company's shares[84](index=84&type=chunk) [Purchase, Redemption or Sale of Listed Securities](index=34&type=section&id=Purchase%2C%20Redemption%20or%20Sale%20of%20Listed%20Securities) During the reporting year, neither the Company nor its subsidiaries purchased, redeemed, or sold any of the Company's listed securities - During the year, neither the Company nor its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[86](index=86&type=chunk) [Share Option Schemes](index=34&type=section&id=Share%20Option%20Schemes) During the reporting year, the Company did not enter into any share option schemes - During the year, the Company did not enter into any share option schemes[87](index=87&type=chunk) [Sufficiency of Public Float](index=34&type=section&id=Sufficiency%20of%20Public%20Float) The Company maintained the public float required by the GEM Listing Rules throughout the year ended March 31, 2025 - The Company maintained the public float required by the GEM Listing Rules throughout the year ended March 31, 2025[88](index=88&type=chunk) [Audit Committee](index=34&type=section&id=Audit%20Committee) The Audit Committee, established under the GEM Listing Rules, is responsible for reviewing and overseeing financial reporting, risk management, and internal controls, and has reviewed the Group's annual consolidated results, comprising three independent non-executive directors - The Audit Committee has been established in accordance with Rule 5.28 of the GEM Listing Rules, responsible for reviewing and overseeing financial reporting, risk management, and internal controls[89](index=89&type=chunk) - The Audit Committee has reviewed the Group's consolidated results for the year ended March 31, 2025[89](index=89&type=chunk) - The Committee comprises three independent non-executive directors: Ms. Tsang Hau Wai (Chairperson), Mr. Li Ka Chun, and Ms. Chan Wai Yan[89](index=89&type=chunk) [Scope of Work of Highlink CPA Limited](index=34&type=section&id=Scope%20of%20Work%20of%20Highlink%20CPA%20Limited) The Group's auditor, Highlink CPA Limited, has agreed that the figures in the preliminary results announcement are consistent with the consolidated financial statements, but their work does not constitute an assurance engagement - The auditor, Highlink CPA Limited, has agreed that the figures in the preliminary results announcement are consistent with the amounts in the consolidated financial statements[90](index=90&type=chunk) - Highlink's work in this regard does not constitute an assurance engagement[90](index=90&type=chunk) [Changes in Directors' Information](index=35&type=section&id=Changes%20in%20Directors'%20Information) Since the last annual report, there have been changes in directors' information, including the appointments of Ms. Ma Man Chi and Ms. Chan Chau Ling as Executive Directors, and the resignation of Mr. Wang Jun as Executive Director - Ms. Ma Man Chi was appointed as an Executive Director, effective July 19, 2024[92](index=92&type=chunk) - Ms. Chan Chau Ling was appointed as an Executive Director, effective February 13, 2025[92](index=92&type=chunk) - Mr. Wang Jun resigned as an Executive Director, effective February 24, 2025[92](index=92&type=chunk) [Publication of Annual Results and Annual Report](index=35&type=section&id=Publication%20of%20Annual%20Results%20and%20Annual%20Report) This results announcement has been published on the HKEX and Company websites, and the annual report containing all information required by the GEM Listing Rules will be dispatched to shareholders and published on the aforementioned websites in due course - This results announcement has been published on the HKEX website (www.hkexnews.hk) and the Company's website (www.chinanewholdings.com.hk)[92](index=92&type=chunk) - The annual report containing all information required by the GEM Listing Rules will be dispatched to shareholders and published on the aforementioned websites in due course[92](index=92&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對 其準確性或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內 容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 China New Holdings Limited 中新控股有限公司 (b) 直接成本及行政開支增加 （前稱Royal Century Resources Holdings Limited 仁德資源控股有限公司） （於香港註冊成立之有限公司） （股份代號：8125） 盈利警告 本公告乃由中新控股有限公司（前稱仁德資源控股有限公司）（「本公司」，連同其附屬公 司統稱「本集團」）根據香港聯合交易所有限公司GEM證券上巿規則（「GEM上巿規則」） 第17.10條及香港法例第571章證券及期貨條例第XIVA部之內幕消息條文（定義見GEM上 市規則）作出。 本公司董事（「董事」）會（「董事會」）謹此知會本公司股東（「股東」）及潛在投資者，根據 對本集團截至二零二五年三月三十一日止年度之最新未經審核綜合管理賬目之初步評 估，以及目前可得的資料，與截至二零二四年三月三十一日止年度虧損約9,800,000港元 相比，預 ...