Group 1 - The company announced the resignation of Mr. Liu Weiliang as an independent non-executive director, effective from August 20, 2025 [1] - Mr. Zheng Zhenkang has been appointed as an independent non-executive director, effective from August 20, 2025 [1]

董事名單及其角色與職能 修身堂控股有限公司（「本公司」）董事（「董事」）會（「董事會」）成員載列如下： 執行董事 梅偉琛先生 李錦晉先生 獨立非執行董事 曾芷諾女士 鄭振康先生 區兆倫先生 董事會已設立三個委員會。下表提供各董事會成員在該等委員會中所擔任的職位。 | | 委員會 | | | | | --- | --- | --- | --- | --- | | 董事 | | 審核委員會 | 薪酬委員會 | 提名委員會 | | 梅偉琛先生 | | 不適用 | 不適用 | M | | 李錦晉先生 | | 不適用 | 不適用 | M | | 曾芷諾女士 | | C | C | M | | 鄭振康先生 | | M | M | M | | 區兆倫先生 | | M | M | C | 附註： C = 主席 M = 成員 N/A = 不適用 香港，二零二五年八月二十日 * 僅供識別 ...

董事辭任 董事會宣佈，由於劉先生有意投放更多時間於個人事務，故已辭任獨立非執行董事， 並不再擔任董事會審核委員會（「審核委員會」）主席、提名委員會（「提名委員會」） 及薪酬委員會（「薪酬委員會」）成員，自二零二五年八月二十日起生效。 劉先生確認，彼與董事會並無意見分歧，亦無其他有關其辭任的事宜需提請本公 司股東及香港聯合交易所有限公司（「聯交所」）垂注。 – 1 – 1. 劉偉樑先生（「劉先生」）已辭任獨立非執行董事，自二零二五年八月二十日 起生效；及 2. 鄭振康先生（「鄭先生」）已獲委任為獨立非執行董事，自二零二五年八月 二十日起生效。 委任董事 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佈之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或任何 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。 獨立非執行董事之委任及辭任及 董事委員會組成變動 修身堂控股有限公司（「本公司」）董事（「董事」）會（「董事會」）宣佈： 董事委員會組成變動 於劉先生辭任後，彼亦不再擔任董事會審核委員會主席、薪酬委員會成員及提名 委員會成員。 董事會同時宣佈，鄭先生已獲委任 ...

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 | | | | | | | 公司名稱: | 修身堂有限公司 | | | | | | 呈交日期: | 2025年8月1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) | 08200 | 說明 | 普通股 | | | | | 法定/註冊股份數目 | 面值 | | | 法定/註冊股本 | | --- | --- | --- | --- | --- | --- | | 上月底結存 | 40,000,000,000 | HKD | 0.01 | HKD | 400,000,000 | | 增加 / 減少 (-) | | | | HKD | | | 本月底結存 | 40,000,000,000 | HK ...

2025 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. Given that the companies list ...

Company Overview - Sau San Tong Holdings Limited was listed on GEM of the Stock Exchange of Hong Kong in November 2003, becoming the first listed beauty and slimming company in Hong Kong[14]. - The Group currently operates four beauty and slimming centers in Hong Kong under the brands "Sau San Tong" and "IPRO"[15]. - In 2005, the Group acquired a distribution business in Mainland China, distributing P&G's personal care products and other renowned brands like SK-II and Olay[16]. Business Diversification - In March 2015, the Group commenced a new business segment of investment in securities to diversify its income stream and improve capital usage efficiency[20]. - In May 2016, the Group started providing money lending services, targeting small to medium-sized corporations and individuals[21]. - The Group has diversified its income sources by launching new business segments, including securities investment and lending services[22]. Financial Performance - The Group's revenue decreased from approximately HK$1,092,735,000 in the previous year to approximately HK$840,025,000, representing a 23% decrease[37]. - Gross profit for the year was HK$49,597,000, down from HK$104,568,000 in the previous year[24]. - The Group reported a loss from operations of HK$45,922,000 compared to a loss of HK$10,229,000 in the previous year[24]. - Current assets decreased to HK$594,317,000 from HK$668,577,000, indicating a decline in liquidity[24]. - The net assets of the Group stood at HK$689,623,000, down from HK$756,007,000 in the previous year[24]. - The Group recorded a revenue of approximately HK$840,025,000 for the Year Under Review, representing a decrease of 23% from approximately HK$1,092,735,000 last year[49]. - Gross profit for the Year Under Review was approximately HK$49,597,000, down approximately HK$54,971,000 from approximately HK$104,568,000 for the same period last year[38]. - The Group suffered a net loss of approximately HK$34,383,000 from investment in securities, compared to a net gain of approximately HK$4,769,000 last year[49]. - The loss attributable to the owners of the Company increased from HK$14,297,000 to HK$51,981,000 due to decreased gross profit[41]. - The Group reported a loss of approximately HK$49,654,000 for the year, compared to a loss of approximately HK$14,391,000 the previous year[61]. Revenue Breakdown - Revenue from distribution sales of cosmetic and skin care products decreased from approximately HK$1,015,567,000 to HK$803,747,000, a decline of approximately 21%[38]. - Revenue from the sale of health, beauty, and related products decreased from approximately HK$6,840,000 to HK$2,626,000, a decline of approximately 62%[38]. - Revenue from the provision of beauty and slimming services slightly increased from approximately HK$57,465,000 to HK$60,770,000, an increase of approximately 4%[39]. - The Group's revenue from health, beauty, and related products decreased by HK$4,214,000 due to the economic slowdown in Hong Kong[58]. - The Group's money lending business generated revenue of approximately HK$7,265,000, a decrease from HK$8,094,000 in 2024[81]. Cost Management - General and administrative expenses decreased by approximately 7.1% to HK$71,618,000 from approximately HK$81,220,000 last year[40]. - Selling and distribution costs decreased by approximately 11.6% to HK$37,881,000 from approximately HK$42,853,000 last year[40]. - Total staff costs for the year amounted to approximately HK$54,104,000, a decrease from approximately HK$56,617,000 in 2024, with the number of employees reduced to 194 from 213[147]. Strategic Initiatives - The management emphasized the importance of adapting to changing consumer behaviors and preferences in response to market challenges[27]. - Future strategies include brand repositioning and adjusting products and services to align with consumer demands for an elegant and healthy lifestyle[33]. - The Group is actively seeking acquisition opportunities to enhance its growth and development[28]. - The Group aims to enhance its product portfolio by investing in advanced technologies and safe ingredients[71]. - The Group continues to focus on quality products and professional services to maintain customer trust and expand its market coverage[66]. - The Group aims to develop more sophisticated health and beauty products to meet the demands of customers in Hong Kong and China[126]. - The Group plans to utilize available funds for new investment opportunities in securities, money lending, and properties to generate additional returns[127]. Risk Management - The overall operating environment remains uncertain due to geopolitical tensions and economic challenges, impacting the Group's performance[27]. - The company monitors high-risk borrowers closely, with loan terms typically shortened to two or three months[102]. - The company assesses borrowers based on satisfactory creditworthiness and financial ability, considering factors like repayment history and asset quality[104]. - The expected credit loss (ECL) model is applied in accordance with Hong Kong Financial Reporting Standard 9, with details disclosed in the financial statements[116]. Corporate Governance - The Board believes in good corporate governance practices to strengthen investor confidence and enhance shareholder value, having complied with the Corporate Governance Code throughout the year, except for the absence of a chairman of the Board[176][177]. - The company has adopted a code of conduct for Directors' securities transactions that meets the standards set out in Rules 5.48 to 5.67 of the GEM Listing Rules, with all Directors confirming compliance throughout the year ended March 31, 2025[187]. - The Board's composition reflects a reasonable size to provide checks and balances that safeguard shareholder interests[198]. - All Directors have demonstrated high standards of ethics and integrity, dedicating sufficient time to the Company's affairs[198]. Future Outlook - The Group will adopt a more cautious approach in its future plans due to uncertainties in the macroeconomic and operating environment[154]. - The Group aims to develop and introduce innovative treatment products and machines to diversify its service portfolio and meet market demands[154]. - The Group plans to increase promotional efforts on social media platforms to enhance brand awareness among the younger generation, aiming to broaden its customer base[155].

Stock Options - The total number of stock options available for issuance under the stock option plan is 1,575,802 as of April 1, 2023, and March 31, 2024[2] - The total number of shares available for issuance under the plan is 5,253,458, representing 6.7% of the company's issued shares[2]

Financial Performance - Total revenue for the six months ended September 30, 2024, was HKD 403,400,000, a decrease of 33.8% compared to HKD 608,967,000 in the same period of 2023[7]. - The gross profit for the period was HKD 15,991,000, down 69.6% from HKD 52,506,000 year-on-year[7]. - The operating loss for the six months was HKD 32,699,000, compared to an operating loss of HKD 6,898,000 in the previous year, indicating a significant increase in losses[9]. - The net loss attributable to owners of the company was HKD 36,332,000, compared to HKD 12,690,000 in the same period last year, reflecting a 186.5% increase in losses[9]. - Basic loss per share for the period was HKD (46.08), compared to HKD (16.09) in the previous year, indicating a worsening financial performance[9]. - The company reported a total comprehensive loss of HKD 33,297,000 for the period, compared to HKD 6,709,000 in the previous year, highlighting a significant decline in overall financial health[12]. - The group recorded a loss attributable to the owners of the company of approximately HKD 36,332,000, compared to a loss of HKD 12,690,000 in the same period last year[59]. - The net loss from financial assets measured at fair value through profit or loss was approximately HKD 27,186,000, compared to a loss of HKD 4,703,000 in the same period last year[70]. Assets and Liabilities - Total assets as of September 30, 2024, were HKD 636,685,000, a decrease from HKD 668,577,000 as of March 31, 2024[14]. - Current liabilities decreased to HKD 70,781,000 from HKD 83,248,000, showing a reduction in short-term obligations[14]. - Cash and cash equivalents at the end of the period were HKD 333,735,000, down from HKD 390,265,000 at the end of the previous reporting period[14]. - The carrying amount of property, plant, and equipment decreased from HKD 93,634,000 as of September 30, 2023, to HKD 88,502,000 as of September 30, 2024, reflecting a depreciation of HKD 3,606,000[41]. - As of September 30, 2024, the company's net assets were approximately HKD 709,084,000, down from HKD 756,007,000 as of March 31, 2024[76]. - The company has no significant contingent liabilities as of September 30, 2024, indicating a stable financial position[77]. Cash Flow and Operating Activities - The net cash used in operating activities for the six months ending September 30, 2024, was (39,748) thousand HKD, compared to (59,313) thousand HKD in the same period of 2023, indicating an improvement of 33.1%[24]. - The company’s cash and cash equivalents decreased to 333,735 thousand HKD as of September 30, 2024, down from 390,265 thousand HKD at the beginning of the period, reflecting a reduction of 14.5%[24]. - The total cash and cash equivalents at the end of the period were 333,735 thousand HKD, which is a significant decrease of 57,356 thousand HKD compared to the previous period[24]. Revenue Breakdown - Distribution sales of cosmetics and skincare products decreased to approximately HKD 403,400,000 from HKD 608,967,000 year-on-year, primarily due to prolonged recovery from the COVID-19 pandemic[65]. - Revenue from beauty and body services was approximately HKD 28,089,000, a decrease of about 4.3% from HKD 29,366,000 in the previous year[58]. - The company’s revenue from skincare products for the six months ending September 30, 2024, was not specified but is part of the overall revenue decline[30]. Expenses and Costs - The total employee cost for the period was approximately HKD 24,854,000, compared to HKD 26,524,000 in the previous year, with a workforce reduction from 218 to 198 employees[78]. - The company incurred a total tax expense of 1,939 thousand HKD for the six months ending September 30, 2024, down from 2,265 thousand HKD in the same period of 2023, representing a decrease of 14.4%[37]. - The total impairment loss recognized during the period was HKD 1,450,000, contributing to the overall increase in losses[41]. Strategic Initiatives - The company’s market strategy includes potential expansions and investments in new technologies, although specific details were not disclosed in the financial report[49]. - The group aims to continue introducing innovative beauty and body treatments and equipment to strengthen its market position[61]. - The group is focused on maintaining its leadership in the beauty and body service industry amid increasing competition and changing consumer behavior[62]. Governance and Compliance - The company has established a formal and transparent procedure to protect shareholders' rights and has complied with the corporate governance code, except for providing monthly updates to the board, which management believes is sufficient with quarterly updates[97]. - The audit committee has been formed in accordance with GEM listing rules and consists of three independent non-executive directors who reviewed the unaudited financial performance for the six months ending September 30, 2024[99]. - The company has confirmed that all directors have complied with the trading standards as per GEM listing rules[102]. Shareholder Information - Major shareholder Qiu Zhongzong holds 15,119,000 shares, representing 19.17% of the company's issued share capital as of September 30, 2024[93]. - The group did not recommend the payment of an interim dividend for the six months ended September 30, 2024, compared to no dividend in the previous year[57].

Financial Performance - The company reported a revenue of HKD 403,400,000 for the six months ended September 30, 2024, a decrease of 33.8% compared to HKD 608,967,000 in the same period of 2023[6]. - The gross profit for the period was HKD 15,991,000, down from HKD 52,506,000, indicating a significant decline in profitability[6]. - The operating loss for the six months was HKD 32,699,000, compared to an operating loss of HKD 6,898,000 in the previous year, reflecting a worsening financial position[7]. - The net loss attributable to the company’s owners was HKD 36,332,000, compared to a loss of HKD 12,690,000 in the same period last year, marking an increase in losses[8]. - The basic loss per share was HKD (46.08), compared to HKD (16.09) in the previous year, indicating a deterioration in earnings performance[8]. - The company experienced a total comprehensive loss of HKD 33,297,000 for the period, compared to a loss of HKD 6,709,000 in the prior year[9]. - The group reported a pre-tax loss of HKD 36,332,000 for the six months ended September 30, 2024, compared to a loss of HKD 12,690,000 for the same period in 2023[25]. - The group recorded a loss attributable to owners of the company of approximately HKD 36.33 million, compared to a loss of approximately HKD 12.69 million in the previous year[40]. Revenue and Sales - The company reported a significant decline in sales of beauty and skincare products, with revenue dropping to HKD 403,400,000 from HKD 608,967,000[6]. - The revenue from beauty and body services was approximately HKD 28.09 million, down 4.3% from HKD 29.37 million in the previous year[40]. - The distribution sales of cosmetics and skincare products in China decreased to approximately HKD 403,400,000, down from HKD 608,967,000 in 2023, primarily due to prolonged recovery from COVID-19 and economic recession in major economies[45]. - The total revenue from skincare products was not specified, but the group operates in multiple segments including beauty and body services, franchise cooperation, related products, securities investment, and debt services[20]. Assets and Liabilities - Non-current assets decreased from HKD 174,779,000 to HKD 145,304,000, a decline of approximately 16.9%[10]. - Current assets decreased from HKD 668,577,000 to HKD 636,685,000, a decline of about 4.8%[10]. - Cash and cash equivalents decreased from HKD 390,265,000 to HKD 333,735,000, a reduction of approximately 14.5%[14]. - Total liabilities decreased from HKD 83,248,000 to HKD 70,781,000, a decrease of around 15%[10]. - Net assets decreased from HKD 756,007,000 to HKD 709,084,000, a decline of about 6.2%[12]. - The net cash used in operating activities for the six months ended September 30, 2024, was HKD (39,748,000) compared to HKD (59,313,000) in the previous year[15]. - The total equity attributable to owners of the company decreased from HKD 770,034,000 to HKD 735,254,000, a decline of approximately 4.5%[12]. - The group recorded a net impairment loss of HKD 1,450,000 during the reporting period[28]. Investments and Income - The company incurred a loss from securities investments amounting to HKD (27,186,000), compared to a loss of HKD (4,703,000) in the previous year, indicating increased volatility in investment performance[6]. - The company’s interest income from loans decreased to HKD 2,345,000 from HKD 3,721,000, reflecting a decline in financial income[6]. - The lending business generated interest income of approximately HKD 2,345,000, a decrease of 37% from approximately HKD 3,721,000 in the same period last year[49]. - The group recorded a bank interest income of HKD 1,901,000 for the six months ended September 30, 2024, up from HKD 1,454,000 in 2023[22]. Operational Metrics - The company’s inventory increased from HKD 5,419,000 to HKD 10,930,000, an increase of about 101.5%[10]. - Trade receivables increased significantly from HKD 56,200,000 to HKD 86,083,000, an increase of approximately 53.2%[10]. - Trade receivables aged less than 1 month amounted to HKD 85.22 million as of September 30, 2024, compared to HKD 51.05 million as of March 31, 2024[36]. - The total employee costs for the group were approximately HKD 24,854,000, down from approximately HKD 26,524,000 in the previous year, with a total of 198 employees as of September 30, 2024[55]. Strategic Initiatives - The group aims to maintain its leadership position in the beauty and body industry by continuously introducing advanced and high-quality services and products[41]. - The group plans to expand its market presence and enhance customer loyalty through innovative beauty and body treatments and equipment[41]. - The group aims to continue launching safe and effective health and beauty products to enhance the attractiveness of the "修身堂" brand and maintain market leadership[46]. - The group has invested in developing and introducing products that combine advanced technology and safe ingredients to enrich its health and beauty product portfolio[46]. - The group plans to cautiously control the pace and scale of property acquisitions due to uncertainties in the global economy and financial markets[56]. Shareholder Information - Major shareholder Qiu Zhongzong holds 15,119,000 shares, representing 19.17% of the company's issued share capital[62]. - The company has established a formal and transparent procedure to protect shareholder rights and has complied with the GEM Listing Rules[64]. - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited financial performance for the six months ending September 30, 2024[65]. - The company did not purchase, redeem, or sell any of its listed securities during the six months ending September 30, 2024[68]. - The company has adopted the trading standards as per GEM Listing Rules for directors' securities transactions, confirming compliance[68]. Stock Options - As of September 30, 2024, the company has granted stock options to directors and key executives, with a total of 5,253,458 shares under the stock option plan at an exercise price of HKD 0.87 per share[60]. - The weighted average remaining contractual life of the stock options is 1.87 years[60]. - The stock options granted to employees and other participants total 3,001,976 shares, also at an exercise price of HKD 0.87[60]. - The total number of shares held by directors and key executives under the stock option plan is 1,500,988, representing approximately 1% of the company's issued share capital[60]. - The group’s weighted average number of ordinary shares for calculating basic loss per share remained at 78,842,031 for both periods[25].

Company Overview - Sau San Tong Holdings Limited was listed on GEM of the Stock Exchange of Hong Kong Limited in November 2003, becoming the first listed beauty and slimming company in Hong Kong[11]. - The Group currently operates five beauty and slimming centers in Hong Kong under the brand names "Sau San Tong" and "IPRO"[12]. - The Group has acquired a distribution business in Mainland China, distributing P&G's personal care products and other well-known brands like SK-II and Olay[14]. - The distribution network has been well developed over the years, adding international famous brands to its portfolio[14]. - The Group aims to provide best-in-class services through its existing beauty and slimming business, product distribution, and franchise cooperation[18]. Business Strategy - In 2015, the Group commenced a new business segment of investment in securities to diversify its income stream and improve capital usage efficiency[19]. - The Group's business strategy focuses on diversifying income streams to enhance overall shareholder value[20]. - The Group is actively identifying acquisition and development opportunities to enhance its core business[29]. - The Group continues to focus on quality products and services to maintain customer trust and expand its market presence in the high-end segment[70]. - The Group's strategy includes diversifying its revenue base through securities investments and money lending, minimizing overall risks while enhancing capital utilization[83]. Financial Performance - The Group's revenue decreased by 11.3% from approximately HK$1,231,548,000 in the previous year to approximately HK$1,092,735,000 in the Year Under Review[38]. - Gross profit increased by approximately HK$5,444,000 to approximately HK$104,568,000 compared to HK$99,124,000 for the same period last year[39]. - Revenue from the distribution sale of cosmetic and skin care products decreased from approximately HK$1,172,999,000 to HK$1,015,567,000[39]. - Revenue from money lending decreased from approximately HK$11,164,000 to HK$8,094,000[39]. - The Group recorded a revenue of approximately HK$1,092,735,000, representing a decrease of 11.3% from approximately HK$1,231,548,000 last year[53]. Operational Highlights - Revenue from the provision of beauty and slimming services increased from approximately HK$48,939,000 to HK$57,465,000 during the Year Under Review[44]. - Revenue from sales of healthy, beauty, and related products increased from approximately HK$4,562,000 to HK$6,840,000 during the Year Under Review[44]. - The Group launched a new anti-aging product called iPRO NMN Deluxe 3 in 1, which contributed to improved revenue from related product sales[60]. - The introduction of innovative health and beauty treatments has established the Group as a leading provider in the industry[11]. - The overall gross profit increased to approximately HK$104,568,000, up from approximately HK$99,124,000 last year[43]. Economic Environment - The Group will remain cautious and strive to capture business opportunities amid ongoing economic uncertainties[34]. - The sales generated by Shanghai Dong Fang Ri Hua Sales Co. Ltd. dropped by approximately HK$157,432,000 due to sluggish economic conditions[54]. - The distribution sales of cosmetics and skincare products by Dongfang recorded revenue of approximately HK$1,015,567,000, a decrease of 13.4% compared to last year's HK$1,172,999,000 due to a slowdown in the Chinese economy affecting consumer spending[75]. - The Group's management formulated response strategies to adjust business deployment amid challenging economic conditions[52]. - The Group's performance improved in the year under review, but it will remain cautious due to the volatile business environment[140]. Financial Position - Non-current assets increased to HK$174,779,000 in 2024 from HK$170,671,000 in 2023[23]. - Current assets decreased to HK$668,577,000 in 2024 from HK$730,673,000 in 2023[23]. - Total equity decreased to HK$756,007,000 in 2024 from HK$775,706,000 in 2023[23]. - As of March 31, 2024, cash and bank balances were approximately HK$390,265,000, down from approximately HK$416,179,000 the previous year, with a liquidity ratio of 8.03[65]. - The Group's gearing ratio improved to 0.1% in 2024 from 0.2% in 2023, with total loans decreasing to HK$1,009,000 from HK$1,356,000[151]. Corporate Governance - The company has complied with the Corporate Governance Code throughout the year ended March 31, 2024, except for the absence of a chairman of the board[197][199]. - The management believes that direct communication between independent non-executive directors and executive directors is more efficient than holding separate meetings[198]. - The company is focused on enhancing transparency and investor confidence through good corporate governance practices[196][199]. - The board has reviewed its corporate governance practices and is satisfied with the compliance status, aiming to enhance shareholder value[196][197]. - The company has a strong management team with diverse backgrounds in finance, technology, and strategic planning[190][192]. Employee and Training - The Group's total staff costs for the year were approximately HK$56,617,000, down 2.4% from approximately HK$57,976,000 in 2023[164]. - The Group had 213 employees as of March 31, 2024, a reduction from 229 employees in 2023, indicating a decrease of 7%[164]. - The Group is committed to training employees in franchise cooperation shops in mainland China to ensure consistent quality of operations and services across different locations[140]. Investment and Future Plans - The Group plans to utilize available funds to identify new investment opportunities in securities, money lending, and properties to generate additional returns and broaden its revenue base[141]. - The Group intends to invest surplus funds into securities, money lending, properties, and other opportunities to generate additional investment returns[173]. - The Group aims to explore and develop more sophisticated health and beauty products to meet the demands of customers in Hong Kong and China, contributing to stable growth[140]. - The Group will focus on selecting sound investments with high return potentials to enhance overall performance[141]. - The Group plans to increase promotional efforts on social media platforms to enhance brand awareness among the younger generation[172].