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: 神通機器人教育集團有限公司 呈交日期: 2025年9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) | 08206 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月底 ...

Core Viewpoint - The company, Shentong Robot Education (08206), has submitted a written request to the GEM Listing Review Committee for a review of the GEM Listing Committee's decision, following professional advice, and its shares will continue to be traded [1] Group 1 - The company submitted the request on August 11, 2025 [1] - The request is based on the GEM Listing Rules Chapter 4 [1] - The decision to submit the request was made after consulting professional opinions [1]

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，並表明不會就因本公佈全部或任何 部分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。 （於開曼群島註冊成立之有限公司） （股份代號：8206） 要求覆核 GEM上市委員會之決定 本公佈乃由神通機器人教育集團有限公司（「本公司」，連同其附屬公司統稱為「本 集 團」）根 據 香 港 聯 合交 易 所 有 限 公 司（「聯 交 所」）GEM 證 券 上 市 規則（「GEM 上 市 規則」）第17.10條及香港法例第571章證券及期貨條例第XIVA部項下內幕消息條文 （ 定義見GEM上市規則 ）作出。 茲提述本公司日期為二零二五年五月二十三日、二零二五年六月三日及二零二五 年七月三十一日的公佈（「該等公佈」）。除另有指明者外，本公佈所用詞彙與該等 公佈所載者具有相同涵義。 董事會謹此知會股東，經徵詢專業意見後，本公司已於二零二五年八月十一日遞 呈書面請求，要求根據GEM上市規則第四章將GEM上市委員會決定提呈至GEM上 市覆核委員會覆核 ...

Group 1 - The core point of the article is that Yang Shaoxiao increased his stake in Shentong Robot Education (08206) by approximately 191 million shares at a price of HKD 0.05 per share, totaling around HKD 9.55 million [1] - After the increase, Yang's total shareholding is approximately 191 million shares, representing a new ownership percentage of 10.08% [1]

Group 1 - The core point of the article is that Yang Shaoxiao increased his stake in Shentong Robot Education (08206) by approximately 191 million shares at a price of HKD 0.05 per share, totaling around HKD 9.55 million [1] - After the increase, the total number of shares held by Yang Shaoxiao is approximately 191 million, representing a holding percentage of 10.08% [1]

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 FF301 第 1 頁 共 10 頁 v 1.1.1 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: 神通機器人教育集團有限公司 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) | 08206 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 ...

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。 （於開曼群島註冊成立之有限公司） （股份代號：8206） GEM上市委員會之決定 本 公 佈 乃 由 神 通 機 器 人 教 育 集 團 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（「聯交所」）GEM證券上市規則（「GEM上市規 則」）第17.10條及香港法例第571章證券及期貨條例第XIVA部項下之內幕消息條文 （ 定義見GEM上市規則 ）作出。 茲提述本公司日期為二零二五年五月二十三日及二零二五年六月三日之公佈（「該 等公 佈」）， 內容 有關（ 其 中包 括聯交 所上 市科已 決定 本公司 未能 根據GEM 上 市規 則第17.26條所規定維持足夠的營運水平及擁有相當價值的資產，以及本公司書面 請求聯交所GEM上市委員會（「GEM上市委員會」）覆核該決定（「該決定」 ...

[Corporate Information](index=4&type=section&id=Corporate%20Information) [Board of Directors](index=4&type=section&id=Board%20of%20Directors) The Board comprises two Executive Directors and three Independent Non-executive Directors, ensuring management diversity and independence - The Board of Directors consists of **2 Executive Directors** and **3 Independent Non-executive Directors**, with Mr He Chenguang as Chairman and Mr Bao Yueqing as CEO[7](index=7&type=chunk) [Company Secretary and Compliance Officer](index=4&type=section&id=Company%20Secretary%20and%20Compliance%20Officer) Mr Yiu King Ming serves as the Company Secretary and Compliance Officer, with Mr Bao Yueqing also acting as a Compliance Officer - Mr Yiu King Ming serves as both Company Secretary and Compliance Officer, a role also held by Mr Bao Yueqing[7](index=7&type=chunk) [Audit, Remuneration, and Nomination Committees](index=4&type=section&id=Audit%2C%20Remuneration%2C%20and%20Nomination%20Committees) The Audit and Remuneration Committees are chaired by Mr Ip Tai Him, while the Nomination Committee is chaired by Mr He Chenguang - The Audit and Remuneration Committees are both chaired by Mr Ip Tai Him, while the Nomination Committee is chaired by Mr He Chenguang[7](index=7&type=chunk) [Auditor and Offices](index=4&type=section&id=Auditor%20and%20Offices) The company's auditor is RSM Hong Kong, with its registered office in the Cayman Islands and its Hong Kong head office in Shun Tak Centre - The auditor is RSM Hong Kong, with the registered office in the Cayman Islands and the Hong Kong head office in Shun Tak Centre West Tower[7](index=7&type=chunk) [Stock Code and Website](index=4&type=section&id=Stock%20Code%20and%20Website) The company's GEM stock code is 8206, and its official website is www.srobotedu.com - The GEM stock code is 8206, and the website is www.srobotedu.com[8](index=8&type=chunk) [Financial Highlights](index=5&type=section&id=Financial%20Highlights) [Consolidated Results](index=5&type=section&id=Consolidated%20Results) For the year ended March 31, 2025, revenue decreased by 34.8% to HK$10,829 thousand, while the annual loss widened to HK$7,130 thousand Consolidated Results for the Year Ended March 31 (HKD in thousands) | Metric | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 10,829 | 16,602 | 15,602 | 11,988 | 4,671 | | Loss before tax | (7,207) | (4,265) | (2,648) | (104,604) | (21,320) | | Income tax credit/(expense) | 77 | 110 | (380) | 23,156 | 24 | | Loss for the year | (7,130) | (4,155) | (3,959) | (82,848) | (23,202) | | Basic loss per share (HK cents) | (0.38) | (0.22) | (0.21) | (4.37) | (1.22) | - **Revenue for FY2025 decreased by 34.8% year-on-year**, leading to a wider loss for the year[10](index=10&type=chunk) [Consolidated Assets and Liabilities](index=5&type=section&id=Consolidated%20Assets%20and%20Liabilities) As of March 31, 2025, the company's total assets were HK$83,502 thousand and total liabilities were HK$151,984 thousand, resulting in net liabilities of HK$68,482 thousand Consolidated Assets and Liabilities as at March 31 (HKD in thousands) | Metric | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total assets | 83,502 | 87,875 | 132,710 | 275,048 | 371,218 | | Total liabilities | (151,984) | (148,986) | (185,492) | (309,100) | (333,178) | | Net (liabilities)/assets | (68,482) | (61,111) | (52,782) | (34,052) | 38,040 | | Net (liabilities)/assets per share (HK cents) | (3.61) | (3.22) | (2.78) | (1.80) | 2.01 | - **Net liabilities for FY2025 widened to HK$68,482 thousand**, with net liabilities per share at 3.61 HK cents[11](index=11&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) [Financial Performance](index=6&type=section&id=Financial%20Performance) For the year ended March 31, 2025, the Group's revenue decreased by 34.8% to approximately HK$10,829,000, while the annual loss widened to approximately HK$7,130,000 FY2025 Financial Performance (HKD in thousands) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Consolidated Revenue | 10,829 | 16,602 | -34.8% | | Loss for the year | (7,130) | (4,155) | 71.6% (Loss widened) | - The **34.8% decrease in revenue** was the primary reason for the wider loss for the year[14](index=14&type=chunk) [Business Review](index=6&type=section&id=Business%20Review) The Group's primary business is robotics-related education in China, with revenue declining due to economic challenges and cost-saving measures being implemented - The principal business is robotics-related education and training in China, with **revenue decline attributed to economic challenges**[15](index=15&type=chunk) - The major shareholder, China Communication Telecom Group, provided a **service fee discount of approximately HK$4,400,000**, significantly reducing service costs[15](index=15&type=chunk) - Total selling, distribution, and administrative expenses **decreased from approximately HK$16,000,000 to HK$13,600,000**[15](index=15&type=chunk) - Post-period, Beijing Shentong Xianghe Intelligent Technology Co, Ltd was established with a 51% equity interest to develop an AI-assisted robotics education platform[15](index=15&type=chunk) [Future Outlook](index=7&type=section&id=Future%20Outlook) The Group plans to launch robotics-themed activities and collaborate on smart robotics classrooms to promote the internationalization of robotics education in China - The Group plans to organize various robotics-themed activities and collaborate with the National School Sports Robot Alliance of Heilongjiang Province on smart robotics classrooms[16](index=16&type=chunk) - The Group will actively participate in the national robotics education development strategy to promote its internationalization and diversification in China[16](index=16&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) [Revenue and Profitability](index=8&type=section&id=Revenue%20and%20Profitability) For the year ended March 31, 2025, the Group's revenue decreased by 34.8% to approximately HK$10,829,000, with gross profit at approximately HK$6,441,000 Revenue and Profitability (HKD in thousands) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 10,829 | 16,602 | -34.8% | | Gross Profit | 6,441 | 11,327 | -43.1% | | Selling, distribution and administrative expenses | 13,574 | 15,969 | -15.0% | - The decline in revenue and gross profit was primarily attributed to a challenging economic environment[19](index=19&type=chunk) [Loss for the Year](index=8&type=section&id=Loss%20for%20the%20Year) For the year ended March 31, 2025, the Group recorded a loss of approximately HK$7,130,000, an increase from the previous year's loss of HK$4,155,000 Loss for the Year (HKD in thousands) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the year | (7,130) | (4,155) | 71.6% (Loss widened) | - The widened loss was mainly due to the decrease in revenue[20](index=20&type=chunk) [Liquidity and Financial Resources](index=8&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group had net current liabilities of approximately HK$68,500,000 and primarily funded its operations through internal resources Liquidity and Financial Resources (HKD in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net current liabilities | (68,500) | (62,400) | | Cash and cash equivalents | 73,600 | 77,700 | | Prepayments, deposits and other receivables | 7,600 | 5,400 | | Accruals and other payables | 110,400 | 110,200 | | Current tax liabilities | 25,800 | 25,900 | | Contract liabilities | 8,000 | 6,700 | | Loans from a substantial shareholder | 3,700 | 0 | - Net current liabilities continued to increase, with operations and investments funded mainly by internal resources[23](index=23&type=chunk)[24](index=24&type=chunk) [Gearing Ratio and Capital Structure](index=9&type=section&id=Gearing%20Ratio%20and%20Capital%20Structure) As of March 31, 2025, the gearing ratio was 0%, with no changes in the capital structure and no assets pledged during the year - The **gearing ratio was 0%**, and there was no change in the capital structure during the year[25](index=25&type=chunk)[26](index=26&type=chunk) - The Group did not pledge any assets at the end of the reporting period[27](index=27&type=chunk) [Employees, Remuneration Policy, and Staff Costs](index=9&type=section&id=Employees%2C%20Remuneration%20Policy%2C%20and%20Staff%20Costs) As of March 31, 2025, the Group had 48 employees, with staff costs amounting to approximately HK$7,600,000 Employee Headcount and Costs (HKD in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of employees | 48 | 56 | | Staff costs | 7,600 | 8,500 | - Remuneration policy is based on market conditions, individual performance, qualifications, and experience, with benefits including a share option scheme, MPF, and group medical plan[28](index=28&type=chunk) [Significant Investments or Capital Assets](index=9&type=section&id=Significant%20Investments%20or%20Capital%20Assets) The Group made no significant investments during the year but established a 51%-owned subsidiary post-period with a capital injection of RMB510,000 - There were **no significant investments** during the year[29](index=29&type=chunk) - Post-period, Beijing Shentong Xianghe Intelligent Technology Co, Ltd was established with a **capital injection of RMB510,000** to develop an AI-assisted robotics education platform[29](index=29&type=chunk) [Foreign Currency Risk](index=10&type=section&id=Foreign%20Currency%20Risk) The Group's revenue and expenses are primarily denominated in HKD and RMB, posing minimal foreign exchange risk - Major business transactions, assets, and liabilities are denominated in HKD and RMB, resulting in **minimal foreign currency risk**[33](index=33&type=chunk) - There is currently no foreign currency hedging policy, but management monitors foreign exchange risk and will consider hedging if necessary[33](index=33&type=chunk) [Biographical Details of Directors and Senior Management](index=11&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) [Executive Directors](index=11&type=section&id=Executive%20Directors) Mr He Chenguang (Chairman) and Mr Bao Yueqing (CEO) possess extensive management experience, particularly in China's telecommunications industry - Mr He Chenguang (Chairman) is responsible for overall business development strategy, while Mr Bao Yueqing (CEO) handles daily operations and business strategy implementation[37](index=37&type=chunk) - Both Executive Directors have extensive management experience in large enterprises, particularly within China's telecommunications industry[37](index=37&type=chunk) [Independent Non-executive Directors](index=11&type=section&id=Independent%20Non-executive%20Directors) The independent directors bring expertise in accounting, artificial intelligence, and robotics education to provide professional and independent advice - Mr Ip Tai Him is a practicing CPA in Hong Kong with approximately **30 years of experience** in accounting, auditing, and financial management[38](index=38&type=chunk) - Ms Han Liqun is a fellow of the Chinese Association for Artificial Intelligence with **29 years of experience in education** and research in artificial neural networks[39](index=39&type=chunk)[40](index=40&type=chunk) - Ms Chen Lei has experience in developing and promoting robotics education and has managed international engineering project negotiations and implementation[40](index=40&type=chunk) [Senior Management](index=12&type=section&id=Senior%20Management) Mr Yiu King Ming serves as the Group's Financial Controller and Company Secretary, responsible for financial planning, reporting, and administration - Mr Yiu King Ming is the Financial Controller and Company Secretary, responsible for financial planning and reporting, with **over 9 years of audit experience**[41](index=41&type=chunk) [Corporate Governance Report](index=13&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Culture and Practices](index=13&type=section&id=Corporate%20Governance%20Culture%20and%20Practices) The company is committed to high ethical standards and has adopted the Corporate Governance Code as set out in Appendix C1 of the GEM Listing Rules - The company is committed to ensuring its business operates with high ethical standards, honesty, transparency, and accountability[43](index=43&type=chunk) - The company has adopted the Corporate Governance Code in Appendix C1 of the GEM Listing Rules and complied with all applicable code provisions[43](index=43&type=chunk)[44](index=44&type=chunk) [Board Operations](index=14&type=section&id=Board%20Operations) The Board, comprising five directors including three independent non-executive directors, meets regularly to set strategic direction and oversee management - The Board consists of five directors, with **three being Independent Non-executive Directors**, accounting for over one-third of the Board[48](index=48&type=chunk) Board and Committee Meeting Attendance (FY2025) | Director | Board of Directors | Audit Committee | Remuneration Committee | Nomination Committee | | :--- | :--- | :--- | :--- | :--- | | Mr He Chenguang | 4/4 | N/A | N/A | 1/1 | | Mr Bao Yueqing | 4/4 | N/A | N/A | N/A | | Mr Ip Tai Him | 4/4 | 3/3 | 1/1 | 1/1 | | Ms Han Liqun | 4/4 | 3/3 | 1/1 | 1/1 | | Ms Chen Lei | 4/4 | 3/3 | 1/1 | 1/1 | - The Board meets at least four times a year and ensures directors have adequate resources to perform their duties and seek independent professional advice[50](index=50&type=chunk) - All directors participate in continuous professional development programs and comply with the required standard of dealings in securities[45](index=45&type=chunk)[47](index=47&type=chunk) [Chairman and Chief Executive Officer's Responsibilities](index=16&type=section&id=Chairman%20and%20Chief%20Executive%20Officer's%20Responsibilities) The roles of Chairman and CEO are separate, with Mr He Chenguang leading the Board and Mr Bao Yueqing managing daily operations - Chairman Mr He Chenguang leads the Board in formulating strategies and policies, while CEO Mr Bao Yueqing is responsible for the Group's daily operations[52](index=52&type=chunk) - The positions of Chairman and CEO are held by different individuals to ensure a separation of powers[52](index=52&type=chunk) [Board Independence Assessment Mechanism](index=16&type=section&id=Board%20Independence%20Assessment%20Mechanism) The company has established a mechanism to assess Board independence annually, ensuring effective independent judgment to protect shareholder interests - An assessment mechanism for Board independence has been established and is reviewed annually to ensure the Board's independence[54](index=54&type=chunk) - The **FY2025 assessment results were satisfactory**, with all directors completing the evaluation via questionnaires and interviews[54](index=54&type=chunk) [Remuneration Committee](index=17&type=section&id=Remuneration%20Committee) The Remuneration Committee, chaired by Mr Ip Tai Him, comprises three independent non-executive directors and reviews executive compensation packages - The Remuneration Committee is composed of three Independent Non-executive Directors, with Mr Ip Tai Him as Chairman[56](index=56&type=chunk) - Its duties include reviewing remuneration packages for directors and senior management and overseeing the share option scheme to ensure fairness[56](index=56&type=chunk) [Nomination Committee](index=17&type=section&id=Nomination%20Committee) The Nomination Committee, chaired by Mr He Chenguang, consists of four members and is responsible for reviewing the Board's structure and composition - The Nomination Committee is composed of four members, with Mr He Chenguang as Chairman[57](index=57&type=chunk) - Its primary duty is to review the Board's structure, size, and composition, and to make recommendations on director appointments and succession planning to ensure diversity[57](index=57&type=chunk) [Board Diversity](index=18&type=section&id=Board%20Diversity) The company has adopted a board diversity policy, reviewing its structure annually to ensure a balanced mix of skills, experience, and backgrounds - The company has adopted a board diversity policy and reviews the Board's structure, size, and composition annually[59](index=59&type=chunk) - Diversity factors include gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service[59](index=59&type=chunk) Current Board Composition Analysis | Category | Details | | :--- | :--- | | Gender | Male: 3, Female: 2 | | Age Group | 41–50: 1, 51–60: 2, 61–70: 1, 71–80: 1 | | Title | Executive Director: 2, Independent Non-executive Director: 3 | | Educational Background | Business Administration: 2, Accounting & Finance: 1, Computer Science & Engineering: 1, Language: 1 | - The Nomination Committee and the Board believe the current Board composition meets the objectives of the diversity policy[60](index=60&type=chunk) [Gender Diversity](index=19&type=section&id=Gender%20Diversity) The company values gender diversity at all levels, with women comprising 40% of the Board and 56% of other employees Gender Ratio of the Group's Employees | Level | Female | Male | | :--- | :--- | :--- | | Board of Directors | 40% | 60% | | Senior Management | – | 100% | | Other Employees | 56% | 44% | | Total Employees | 52% | 48% | - The Board considers the current gender diversity satisfactory and will continue efforts to achieve gender diversity across all employees[63](index=63&type=chunk) [Auditor's Remuneration](index=19&type=section&id=Auditor's%20Remuneration) For the year ended March 31, 2025, total fees paid to the auditor, RSM Hong Kong, amounted to HK$758,000 Auditor's Remuneration (HKD) | Service Type | 2025 | 2024 | | :--- | :--- | :--- | | Statutory audit services | 600,000 | 608,000 | | Non-audit services | 158,000 | 275,000 | | Total | 758,000 | 883,000 | - The Audit Committee is responsible for considering the appointment of the external auditor and assessing their independence[64](index=64&type=chunk) [Audit Committee](index=20&type=section&id=Audit%20Committee) The Audit Committee, chaired by Mr Ip Tai Him, consists of three independent non-executive directors and meets at least twice annually - The Audit Committee is composed of three Independent Non-executive Directors, chaired by Mr Ip Tai Him, and meets at least twice a year[66](index=66&type=chunk)[67](index=67&type=chunk) - Its main duties include reviewing financial statements, the internal control system, and the independence of the external auditor[67](index=67&type=chunk) [Risk Management and Internal Control](index=20&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for maintaining a sound and effective risk management and internal control system, which is reviewed annually by a professional firm - The Board is responsible for maintaining a sound and effective risk management and internal control system, with an annual review conducted by a professional firm[68](index=68&type=chunk)[71](index=71&type=chunk) - A whistle-blowing policy and an anti-corruption policy have been established to allow confidential reporting of improprieties[71](index=71&type=chunk) - During FY2025, **no non-compliance cases related to bribery and corruption occurred**[72](index=72&type=chunk) [Shareholders' Rights and Communication](index=22&type=section&id=Shareholders'%20Rights%20and%20Communication) The company ensures shareholders can put forward proposals, convene extraordinary general meetings, and make inquiries to the Board - Shareholders holding not less than one-tenth of the voting rights have the right to put forward proposals and convene an extraordinary general meeting[76](index=76&type=chunk) - Shareholders may raise questions to the Board through written inquiries or requests[77](index=77&type=chunk) - The company communicates with shareholders through its website, corporate email, financial reports, and general meetings to ensure information transparency[80](index=80&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 summarizes the Group's ESG policies, strategies, and performance for the year ended March 31, 2025, covering its core robotics education business - This report summarizes the ESG policies, strategies, management approach, and performance for the year ended March 31, 2025[84](index=84&type=chunk) - The report covers the core business of robotics-related education and training and is prepared in accordance with Appendix C2 of the GEM Listing Rules[85](index=85&type=chunk)[86](index=86&type=chunk) [ESG Management](index=25&type=section&id=ESG%20Management) The Board assumes responsibility for ESG matters, integrating them into the Group's management approach and sustainable development framework - The Board of Directors assumes responsibility for ESG matters, integrating them into the Group's management approach and strategies[89](index=89&type=chunk) - The company has set a sustainable development framework focusing on environmental protection, resource management, and employee and social well-being[90](index=90&type=chunk) - An ESG governance structure has been established, defining the responsibilities of the Board, management team, and functional departments[93](index=93&type=chunk)[94](index=94&type=chunk) - Key ESG issues are identified and addressed through stakeholder engagement and materiality assessments to align business development with stakeholder expectations[95](index=95&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) [Materiality Matrix](index=30&type=section&id=Materiality%20Matrix) The company has identified key ESG issues of high importance to both the Group and its stakeholders through a materiality matrix - The materiality matrix indicates that issues such as GHG emissions, energy use, climate change, talent management, employee compensation, OHS, customer satisfaction, anti-corruption, and operational compliance are of high importance[99](index=99&type=chunk) [Environmental Protection](index=31&type=section&id=Environmental%20Protection) The Group is committed to energy conservation and carbon reduction, promoting a paperless lifestyle and complying with environmental regulations - The Group adheres to an environmental policy of energy conservation, carbon reduction, and regulatory compliance, promoting a paperless lifestyle[100](index=100&type=chunk) - Environmental impact mainly stems from resource consumption and waste generation at offices and training centers[101](index=101&type=chunk) - In FY2025, **gasoline consumption decreased by 18.51%**, **electricity consumption by 39.88%**, and **paper consumption by 24.00%**[106](index=106&type=chunk)[107](index=107&type=chunk)[110](index=110&type=chunk) - Water consumption in FY2025 was approximately 468.89 tonnes, a decrease of about 3.47%, though consumption intensity increased[109](index=109&type=chunk) - During the reporting period, the Group had **no material non-compliance incidents** related to environmental protection[103](index=103&type=chunk) [Management of Emissions](index=31&type=section&id=Management%20of%20Emissions) The Group's business does not involve production activities, with emissions primarily consisting of air pollutants, GHG, and domestic sewage from office operations - The business does not involve production activities; major emissions are air pollutants, greenhouse gases, and domestic sewage[101](index=101&type=chunk) - The Group reduces its carbon footprint by implementing energy-saving measures to lower energy consumption and improve efficiency[102](index=102&type=chunk) [Management of Use of Resources](index=32&type=section&id=Management%20of%20Use%20of%20Resources) The Group promotes a resource-conscious culture and has implemented various measures to conserve energy and reduce emissions - By planning shorter driving routes, turning off engines while idling, and regular vehicle maintenance, **gasoline consumption was reduced by 18.51%** in FY2025[106](index=106&type=chunk) - By using energy-efficient appliances, regulating air conditioning, and turning off power sources, **electricity consumption was reduced by 39.88%** in FY2025[107](index=107&type=chunk) - Employees are encouraged to conserve drinking water, resulting in a **3.47% decrease in water consumption** to 468.89 tonnes in FY2025[109](index=109&type=chunk) - By promoting electronic files, double-sided printing, and paper recycling, **paper consumption was reduced by 24.00%** in FY2025[110](index=110&type=chunk) [Climate Change](index=34&type=section&id=Climate%20Change) The Group recognizes that climate change may lead to extreme weather events, impacting operations and increasing compliance costs - Climate change could lead to extreme weather events, affect employee and student attendance, and potentially increase operational costs[112](index=112&type=chunk) - The company is committed to identifying and responding to stakeholder expectations by optimizing environmental measures to address climate change challenges[112](index=112&type=chunk) [Employment and Labour Practices](index=35&type=section&id=Employment%20and%20Labour%20Practices) The Group values its employees, adheres to fair competition and meritocracy, and strictly complies with labor laws in Mainland China and Hong Kong - The Group adheres to fair competition and meritocracy and strictly complies with labor laws in Mainland China and Hong Kong[113](index=113&type=chunk) - Internal management systems cover recruitment, promotion, dismissal, working hours, leave, remuneration, and benefits, with anti-discrimination and equal opportunity measures in place[114](index=114&type=chunk)[115](index=115&type=chunk) - As of FY2025, there were **48 employees**, with males accounting for 47.92% and females 52.08%[117](index=117&type=chunk) - Social insurance benefits are provided, including social insurance and housing provident funds for mainland employees and an MPF scheme for Hong Kong employees[118](index=118&type=chunk) - The Group prioritizes employee health and safety, adopting comprehensive preventive measures and establishing "Office Safety Management Regulations"[119](index=119&type=chunk)[120](index=120&type=chunk) - There were **no work-related injuries or fatalities** in FY2025[121](index=121&type=chunk) - A long-term talent training strategy is in place, encouraging continuous learning through on-the-job and external training[122](index=122&type=chunk) - **Child labor and forced labor are strictly prohibited**, with identity verification during recruitment and voluntary employment contracts[125](index=125&type=chunk) - During the reporting period, there were **no material non-compliance incidents** related to employment, health and safety, or labor standards[126](index=126&type=chunk) [Employment](index=35&type=section&id=Employment) The Group's internal management systems ensure fairness in recruitment, promotion, dismissal, working hours, leave, and compensation - The recruitment process is people-oriented, without regard to ethnicity, gender, age, region, or religious belief[115](index=115&type=chunk) Employee Distribution | Category | FY2024/2025 | FY2023/2024 | | :--- | :--- | :--- | | **Gender** | | | | Male | 47.92% | 46.43% | | Female | 52.08% | 53.57% | | **Employment Type** | | | | Full-time | 100.00% | 100.00% | | **Age Group** | | | | 18–30 | 2.08% | 8.93% | | 31–45 | 87.50% | 83.93% | | 46–60 | 8.34% | 5.35% | | > 60 | 2.08% | 1.79% | | **Region** | | | | Mainland China | 95.83% | 96.43% | | Hong Kong | 4.17% | 3.57% | Average Monthly Employee Turnover Rate | Category | FY2024/2025 | FY2023/2024 | | :--- | :--- | :--- | | **Gender** | | | | Male | 1.04% | 1.21% | | Female | 1.60% | 2.71% | | **Age Group** | | | | 18–30 | 18.75% | 5.63% | | 31–45 | 0.94% | 1.62% | | 46–60 | – | 2.63% | | **Region** | | | | Mainland China | 1.39% | 2.10% | | Hong Kong | – | – | [Development and Training](index=38&type=section&id=Development%20and%20Training) The Group has a long-term talent training strategy, encouraging continuous education and providing training to enhance employee skills - A long-term talent training strategy encourages continuous learning through on-the-job and external training programs[122](index=122&type=chunk) Percentage of Employees Trained (FY2024/2025) | Category | Percentage | | :--- | :--- | | Male | 11.54% | | Female | – | | Senior Management | 60.00% | | Middle Management | – | | General Staff | – | Average Training Hours per Employee (FY2024/2025) | Category | Average Hours | | :--- | :--- | | Male | 0.35 | | Female | – | | Senior Management | 1.80 | | Middle Management | – | | General Staff | – | [Operating Practices](index=39&type=section&id=Operating%20Practices) The Group is committed to building a green supply chain, ensuring high-quality products and services, and maintaining a zero-tolerance anti-corruption policy - The Group is committed to establishing an efficient green supply chain and rigorously selects its suppliers[127](index=127&type=chunk) - High standards are required for instructors' professional skills and conduct to provide quality robotics competitions and educational training[128](index=128&type=chunk) - A customer complaint handling process is in place, with **no product or service complaints received in FY2025**[129](index=129&type=chunk) - The Group highly values customer data protection and privacy, implementing information security management systems and firewalls, and respecting intellectual property rights[130](index=130&type=chunk)[131](index=131&type=chunk) - A **zero-tolerance anti-corruption policy** is enforced through codes of conduct and anti-corruption management systems, with relevant training provided[133](index=133&type=chunk) - In FY2025, there were **no legal cases involving allegations of corruption** against the Group or its employees[133](index=133&type=chunk) [Product and Service Responsibility](index=39&type=section&id=Product%20and%20Service%20Responsibility) The Group ensures service quality through strict requirements for instructor professionalism and training environments, with robust data protection measures - Strict requirements for instructor professionalism, conduct, and training environments ensure safe and high-quality technical training[128](index=128&type=chunk) - A customer complaint handling process ensures prompt and fair resolution, with **no complaints received in FY2025**[129](index=129&type=chunk) - Customer information security is carefully maintained through confidentiality measures, information security management systems, and firewalls[130](index=130&type=chunk) - Intellectual property is respected, and employees are prohibited from possessing or using copyrighted materials without permission[131](index=131&type=chunk) [Community Investment](index=41&type=section&id=Community%20Investment) The Group actively supports national education policies by offering robotics courses and events to promote technological literacy and creativity - The Group actively offers robotics education courses, training, and competitions to promote technological literacy and creativity[134](index=134&type=chunk) - The Shentong Card promotes a paperless lifestyle, reducing paper and energy consumption to mitigate the greenhouse effect[134](index=134&type=chunk) - The Group contributes to social stability and community harmony by paying taxes, alleviating local employment pressure, and providing social insurance benefits for employees[135](index=135&type=chunk) [Summary of Environmental Data Performance](index=42&type=section&id=Summary%20of%20Environmental%20Data%20Performance) In FY2025, the Group's total Scope 1 GHG emissions were 9.58 tonnes and Scope 2 emissions were 16.32 tonnes, with overall resource consumption decreasing Summary of Environmental Data Performance | Metric | Unit | FY2024/2025 | FY2023/2024 | | :--- | :--- | :--- | :--- | | **Greenhouse Gas** | | | | | Scope 1 Total | Tonnes | 9.58 | 11.75 | | Scope 1 Intensity | Tonnes | 0.19 | 0.19 | | Scope 2 Total | Tonnes | 16.32 | 27.49 | | Scope 2 Intensity | Tonnes | 0.33 | 0.44 | | **Total Exhaust Gas Emissions** | | | | | Nitrogen Oxides (NOx) | kg | 2.56 | 3.78 | | Sulphur Oxides (SOx) | kg | 0.05 | 0.06 | | Particulate Matter (PM) | kg | 0.19 | 0.28 | | **Energy and Water Consumption** | | | | | Total Electricity | MWh | 26.83 | 44.63 | | Electricity Intensity | MWh | 0.54 | 0.72 | | Total Gasoline | kL | 3.54 | 4.34 | | Gasoline Intensity | kL | 0.07 | 0.07 | | Total Water | Tonnes | 468.89 | 485.75 | | Water Intensity | Tonnes | 9.38 | 7.83 | - **Total Scope 1 and Scope 2 GHG emissions decreased**, and exhaust gas emissions were generally lower[136](index=136&type=chunk) - Both electricity and gasoline consumption saw significant decreases, while total water consumption slightly declined[136](index=136&type=chunk) [Directors' Report](index=47&type=section&id=Directors'%20Report) [Principal Activities and Business Review](index=47&type=section&id=Principal%20Activities%20and%20Business%20Review) The company's principal activity is investment holding, with subsidiaries primarily engaged in robotics-related education and training in China - The company's principal activity is investment holding, with its subsidiaries mainly providing robotics-related education and training in China[145](index=145&type=chunk)[146](index=146&type=chunk) - Financial risk management objectives and policies are set out in Note 6 to the consolidated financial statements[147](index=147&type=chunk) [Compliance with Laws and Regulations](index=47&type=section&id=Compliance%20with%20Laws%20and%20Regulations) The Group is incorporated in various jurisdictions and has complied with all relevant laws and regulations that have a significant impact on its business - The Group is incorporated in the Cayman Islands, the BVI, China, and Hong Kong, and has complied with all relevant laws and regulations[148](index=148&type=chunk) [Results and Appropriations](index=48&type=section&id=Results%20and%20Appropriations) The Group's results for the year are presented in the consolidated statement of profit or loss, and the Directors do not recommend any dividend payment - The Group's results for the year ended March 31, 2025 are set out in the consolidated statement of profit or loss[152](index=152&type=chunk) - The Directors **do not recommend the payment of any dividend** for the year ended March 31, 2025[154](index=154&type=chunk) - The company had **no excess reserves available for distribution** as at March 31, 2025[158](index=158&type=chunk) [Retirement Benefit Schemes](index=49&type=section&id=Retirement%20Benefit%20Schemes) The Group participates in a Mandatory Provident Fund scheme for Hong Kong employees and a state-managed retirement scheme for mainland China employees - The Group participates in a Mandatory Provident Fund scheme for its Hong Kong employees and a defined contribution central pension scheme for employees in mainland China[160](index=160&type=chunk) - Contributions are calculated as a percentage of employees' basic salaries and are charged to profit or loss as they become payable[160](index=160&type=chunk) [Directors and Chief Executive](index=50&type=section&id=Directors%20and%20Chief%20Executive) The serving directors during the year are listed, with two directors retiring and being eligible for re-election at the upcoming AGM - The directors during the year were Mr He Chenguang, Mr Bao Yueqing, Mr Ip Tai Him, Ms Han Liqun, and Ms Chen Lei[166](index=166&type=chunk) - Mr Bao Yueqing and Mr Ip Tai Him will retire at the forthcoming AGM and are eligible for re-election[166](index=166&type=chunk) - The emoluments of Mr He Chenguang and Mr Bao Yueqing were revised to **HK$31,500 and HK$81,500 per month**, respectively, effective March 1, 2025[167](index=167&type=chunk) - No director waived any emoluments or received compensation for early termination of appointment during the year[327](index=327&type=chunk)[330](index=330&type=chunk) [Directors' and Chief Executives' Interests in Shares](index=52&type=section&id=Directors'%20and%20Chief%20Executives'%20Interests%20in%20Shares) As of March 31, 2025, Executive Director Mr Bao Yueqing held 2,844,000 shares, representing approximately 0.15% of the issued share capital Long Positions of Directors and Chief Executive | Name of Director | Personal Interests | Corporate Interests | Total | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | | Bao Yueqing | 2,844,000 | – | 2,844,000 | 0.15% | - Apart from Mr Bao Yueqing, no other director or chief executive had any significant interest or short position in the shares[176](index=176&type=chunk) [Shareholders' Interests in Shares](index=53&type=section&id=Shareholders'%20Interests%20in%20Shares) As of March 31, 2025, China Communication Telecom Group Limited and its subsidiary held approximately 28.59% of the company's issued share capital Shareholders' Long Positions | Name of Shareholder | Personal Interests | Corporate Interests | Other Interests | Total | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | China Communication Telecom Group Limited | – | 542,042,000 | – | 542,042,000 | 28.59% | | China Communication Telecom Investment Limited | 542,042,000 | – | – | 542,042,000 | 28.59% | | Yang Shaohui | 191,041,256 | – | – | 191,041,256 | 10.08% | | Cao Bingsheng | 120,000,000 | – | – | 120,000,000 | 6.33% | | Liang Haiqi | 120,000,000 | – | – | 120,000,000 | 6.33% | | Li Dongfang (via Friendship Capital Limited) | – | 109,900,000 | – | 109,900,000 | 5.80% | | Friendship Capital Limited | 109,900,000 | – | – | 109,900,000 | 5.80% | - China Communication Telecom Group Limited and its wholly-owned subsidiary, China Communication Telecom Investment Limited, are substantial shareholders, collectively holding a **28.59% stake**[178](index=178&type=chunk)[179](index=179&type=chunk) [Major Customers and Suppliers](index=54&type=section&id=Major%20Customers%20and%20Suppliers) During the year, the Group's five largest customers accounted for less than 30% of revenue, while the largest supplier accounted for 44.4% of purchases - The five largest customers accounted for **less than 30% of revenue**[182](index=182&type=chunk) Percentage of Purchases from Major Suppliers | Supplier Category | Percentage of Purchases | | :--- | :--- | | Largest supplier | 44.4% | | Five largest suppliers | 57.0% | - No director, their associate, or any shareholder holding more than 5% of the shares had a beneficial interest in the major suppliers or customers[182](index=182&type=chunk) [Continuing Connected Transactions](index=55&type=section&id=Continuing%20Connected%20Transactions) The Group engaged in several continuing connected transactions with related parties, which were reviewed and confirmed to be fair and reasonable by independent directors - China Communication Telecom is a connected person of the company, as its subsidiary holds approximately **28.59% of the company's shares**[184](index=184&type=chunk) - Continuing connected transactions include the use of the Shentong Card payment system, customer service hotline leasing, server hosting, and online advertising services[185](index=185&type=chunk)[189](index=189&type=chunk) - The independent non-executive directors confirmed that the transactions were conducted in the ordinary course of business, were fair and reasonable, and in the interests of shareholders[187](index=187&type=chunk) - The auditor confirmed that the transactions did not exceed the annual caps[187](index=187&type=chunk) [Sufficiency of Public Float](index=57&type=section&id=Sufficiency%20of%20Public%20Float) The Directors confirm that the company has maintained a sufficient public float of over 25% of its issued shares - The company has maintained a **sufficient public float of over 25%** of its issued shares[196](index=196&type=chunk) [Independent Auditor's Report](index=59&type=section&id=Independent%20Auditor's%20Report) [Opinion](index=59&type=section&id=Opinion) RSM Hong Kong concluded that the consolidated financial statements give a true and fair view of the Group's financial position and performance - The consolidated financial statements give a true and fair view of the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards[200](index=200&type=chunk) [Material Uncertainty Related to Going Concern](index=59&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor noted that the Group's significant loss and net liability position constitute a material uncertainty regarding its ability to continue as a going concern Financial Position Related to Going Concern (HKD in thousands) | Metric | 2025 | | :--- | :--- | | Loss for the year | (7,130) | | Net current liabilities | (68,500) | | Net liabilities | (68,482) | - The above conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, though the auditor's opinion is not modified[202](index=202&type=chunk) [Key Audit Matters](index=60&type=section&id=Key%20Audit%20Matters) Apart from the material uncertainty related to going concern, the auditor identified no other key audit matters in the report - **No other key audit matters** were identified apart from the going concern uncertainty[204](index=204&type=chunk) [Responsibilities of Directors and the Audit Committee](index=60&type=section&id=Responsibilities%20of%20Directors%20and%20the%20Audit%20Committee) The Directors are responsible for preparing true and fair consolidated financial statements and implementing necessary internal controls - The Directors are responsible for preparing true and fair consolidated financial statements in accordance with HKFRSs and for implementing necessary internal controls[207](index=207&type=chunk) - The Audit Committee assists the Directors in overseeing the Group's financial reporting process[208](index=208&type=chunk) [Auditor's Responsibilities](index=61&type=section&id=Auditor's%20Responsibilities) The auditor's objective is to obtain reasonable assurance that the financial statements are free from material misstatement and to exercise professional judgment - The auditor's objective is to obtain reasonable assurance that the consolidated financial statements are free from material misstatement[209](index=209&type=chunk) - The auditor exercises professional judgment and maintains professional skepticism to identify and assess risks of material misstatement and to design and perform audit procedures[210](index=210&type=chunk) - The auditor evaluates the appropriateness of accounting policies, the reasonableness of accounting estimates, and the suitability of the going concern basis of accounting[210](index=210&type=chunk) - The auditor is responsible for directing, supervising, and performing the group audit and communicating audit findings with the Audit Committee[210](index=210&type=chunk)[211](index=211&type=chunk) [Consolidated Statement of Profit or Loss](index=63&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended March 31, 2025, the Group's revenue was HK$10,829 thousand, with a loss for the year of HK$7,130 thousand Consolidated Statement of Profit or Loss (HKD in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 10,829 | 16,602 | | Cost of services | (4,388) | (5,275) | | Gross profit | 6,441 | 11,327 | | Investment income | 104 | 224 | | Other gains and losses, net | – | 199 | | Reversal of impairment allowance for expected credit losses | 6 | 227 | | Selling and distribution expenses | (1,457) | (3,051) | | Administrative expenses | (12,117) | (12,918) | | Operating loss | (7,023) | (3,992) | | Finance costs | (184) | (273) | | Loss before tax | (7,207) | (4,265) | | Income tax credit | 77 | 110 | | Loss for the year | (7,130) | (4,155) | | Basic loss per share (HK cents) | (0.38) | (0.22) | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=64&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's loss for the year was HK$7,130 thousand, with a total comprehensive loss of HK$7,371 thousand Consolidated Statement of Profit or Loss and Other Comprehensive Income (HKD in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the year | (7,130) | (4,155) | | Other comprehensive income: | | | | Exchange differences on translation of foreign operations | (241) | (4,174) | | Total comprehensive income for the year attributable to owners of the Company | (7,371) | (8,329) | [Consolidated Statement of Financial Position](index=65&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group had net current liabilities of HK$(68,500) thousand and a total capital deficiency of HK$(68,482) thousand Consolidated Statement of Financial Position (HKD in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | **Non-current assets** | | | | Property, plant and equipment | 13 | 6 | | Right-of-use assets | 1,712 | 3,836 | | Deferred tax assets | 613 | 843 | | **Total non-current assets** | **2,338** | **4,685** | | **Current assets** | | | | Prepayments, deposits and other receivables | 7,610 | 5,441 | | Bank and cash balances | 73,554 | 77,749 | | **Total current assets** | **81,164** | **83,190** | | **Current liabilities** | | | | Contract liabilities | 8,044 | 6,650 | | Accruals and other payables | 110,448 | 110,185 | | Loans from a substantial shareholder | 3,708 | – | | Lease liabilities | 1,673 | 2,833 | | Current tax liabilities | 25,779 | 25,890 | | **Total current liabilities** | **149,664** | **145,570** | | **Net current liabilities** | **(68,500)** | **(62,380)** | | **Total assets less current liabilities** | **(66,162)** | **(57,695)** | | **Non-current liabilities** | | | | Lease liabilities | 921 | 1,713 | | Deferred tax liabilities | 1,399 | 1,703 | | **Total non-current liabilities** | **2,320** | **3,416** | | **Net liabilities** | **(68,482)** | **(61,111)** | | **Capital and reserves** | | | | Share capital | 18,957 | 18,957 | | Reserves | (87,439) | (80,068) | | **Capital deficiency** | **(68,482)** | **(61,111)** | [Consolidated Statement of Changes in Equity](index=67&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) For the year ended March 31, 2025, the Group's total equity decreased from HK$(61,111) thousand to HK$(68,482) thousand Consolidated Statement of Changes in Equity (HKD in thousands) | Metric | Share Capital | Share Premium | Merger Reserve | Foreign Currency Translation Reserve | Statutory Reserve | Accumulated Losses | Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | At 1 April 2023 | 18,957 | 1,354,838 | 8,320 | (15,513) | 625 | (1,420,009) | (52,782) | | Total comprehensive income for the year | – | – | – | (4,174) | – | (4,155) | (8,329) | | At 31 March 2024 | 18,957 | 1,354,838 | 8,320 | (19,687) | 625 | (1,424,164) | (61,111) | | At 1 April 2024 | 18,957 | 1,354,838 | 8,320 | (19,687) | 625 | (1,424,164) | (61,111) | | Total comprehensive income for the year | – | – | – | (241) | – | (7,130) | (7,371) | | At 31 March 2025 | 18,957 | 1,354,838 | 8,320 | (19,928) | 625 | (1,431,294) | (68,482) | [Consolidated Statement of Cash Flows](index=68&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2025, the Group's net cash used in operating activities was HK$(5,661) thousand, resulting in a net decrease in cash of HK$(3,800) thousand Consolidated Statement of Cash Flows (HKD in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Cash flows from operating activities | | | | Loss before tax | (7,207) | (4,265) | | Operating loss before working capital changes | (5,013) | (2,061) | | Net cash used in operating activities | (5,661) | (18,856) | | Cash flows from investing activities | | | | Net cash from investing activities | 91 | 216 | | Cash flows from financing activities | | | | Net cash from/(used in) financing activities | 1,770 | (23,331) | | Net decrease in cash and cash equivalents | (3,800) | (41,971) | | Cash and cash equivalents at beginning of year | 77,749 | 125,439 | | Cash and cash equivalents at end of year | 73,554 | 77,749 | [Notes to the Consolidated Financial Statements](index=70&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [General Information](index=70&type=section&id=General%20Information) The company is an investment holding company incorporated in the Cayman Islands with its shares listed on the GEM of the Hong Kong Stock Exchange - The company is an investment holding company incorporated in the Cayman Islands, with its shares listed on the GEM of The Stock Exchange of Hong Kong Limited[221](index=221&type=chunk) - The principal activities of its subsidiaries are set out in Note 19 to the consolidated financial statements[222](index=222&type=chunk) [Basis of Preparation](index=70&type=section&id=Basis%20of%20Preparation) The financial statements have been prepared on a going concern basis, supported by a commitment of financial support from a substantial shareholder - The consolidated financial statements have been prepared in accordance with HKFRSs and on a going concern basis[223](index=223&type=chunk) - The Group incurred a loss of approximately **HK$7,130,000** and had net current liabilities of approximately **HK$68,500,000** in FY2025, indicating a material uncertainty related to going concern[223](index=223&type=chunk) - The substantial shareholder, China Communication Telecom Investment Limited, has agreed to extend the repayment date for **HK$95,100,000** to August 15, 2026, and has committed to providing sufficient financial support[224](index=224&type=chunk)[225](index=225&type=chunk) [Adoption of New and Revised Hong Kong Financial Reporting Standards](index=71&type=section&id=Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group has adopted several new and revised HKFRSs, which did not have a significant impact on its financial position or performance - New and revised standards, including Amendments to HKAS 1 "Classification of Liabilities as Current or Non-current," have been applied for the first time[226](index=226&type=chunk) - The adoption of these new standards **did not have a significant impact** on the financial position or performance for the current and prior years[226](index=226&type=chunk)[227](index=227&type=chunk) - The Directors are assessing the impact of future standards, such as HKFRS 18 "Presentation and Disclosure in Financial Statements," which are not expected to have a material impact[228](index=228&type=chunk)[229](index=229&type=chunk)[230](index=230&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk) [Financial Risk Management](index=90&type=section&id=Financial%20Risk%20Management) The Group is exposed to foreign currency, credit, liquidity, and interest rate risks, with minimal exposure to foreign currency and interest rate risks - The Group is exposed to foreign currency risk, credit risk, liquidity risk, and interest rate risk[300](index=300&type=chunk) - **Foreign currency risk is minimal**, and there is currently no hedging policy[301](index=301&type=chunk) - Credit risk is concentrated in amounts due from a substantial shareholder, which is considered to have low credit risk[303](index=303&type=chunk) - The Group is in a **net current liability position**, with management details disclosed in Note 2[306](index=306&type=chunk) - **Interest rate risk is minimal** as amounts due from and loans from the substantial shareholder are interest-free[308](index=308&type=chunk)[309](index=309&type=chunk) [Revenue](index=94&type=section&id=Revenue) The Group's revenue for FY2025 totaled HK$10,829 thousand, primarily from robotics courses, with all revenue generated from mainland China Revenue Breakdown (HKD in thousands) | Service Line | 2025 | 2024 | | :--- | :--- | :--- | | Robotics courses | 10,293 | 16,290 | | Competition admission | 217 | 312 | | Short-term accommodation training | 319 | – | | **Total** | **10,829** | **16,602** | - All revenue is generated from mainland China, with the majority recognized over time as services are rendered[313](index=313&type=chunk) Transaction Price Allocated to Remaining Performance Obligations (HKD in thousands) | Expected Revenue Recognition Period | 2025 | 2024 | | :--- | :--- | :--- | | Within 1 year | 8,044 | 6,650 | [Income Tax Credit](index=95&type=section&id=Income%20Tax%20Credit) The Group's income tax credit for FY2025 was HK$77 thousand, primarily from deferred tax, with no provision for Hong Kong or China income tax Income Tax Credit (HKD in thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Current tax — China | – | – | | Deferred tax | 77 | 110 | | **Total** | **77** | **110** | - No provision for Hong Kong Profits Tax was made as there was no assessable profit[320](index=320&type=chunk) - No provision for China Enterprise Income Tax was made as unused tax losses were sufficient to offset assessable profits[321](index=321&type=chunk) [Employee Benefit Expenses](index=97&type=section&id=Employee%20Benefit%20Expenses) The Group's total employee benefit expenses for FY2025 were HK$7,605 thousand, including salaries, bonuses, and retirement benefit contributions Employee Benefit Expenses (HKD in thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Salaries, bonuses and allowances | 7,009 | 7,809 | | Contributions to retirement benefit schemes | 596 | 696 | | **Total** | **7,605** | **8,505** | - The five highest paid individuals included two directors, with the remaining three individuals receiving total remuneration of **HK$1,645 thousand**[324](index=324&type=chunk) [Directors' Benefits and Interests](index=98&type=section&id=Directors'%20Benefits%20and%20Interests) Total directors' remuneration for FY2025 was HK$2,484 thousand, with no directors waiving emoluments or receiving compensation for early termination Total Directors' Remuneration (HKD in thousands) | Director Category | 2025 | 2024 | | :--- | :--- | :--- | | Executive Directors | 2,184 | 2,256 | | Independent Non-executive Directors | 300 | 300 | | **Total** | **2,484** | **2,556** | - Executive Directors Mr He Chenguang and Mr Bao Yueqing received a total of **HK$2,184 thousand** in salaries, retirement contributions, and housing allowances[325](index=325&type=chunk) - Independent Non-executive Directors Mr Ip Tai Him, Ms Han Liqun, and Ms Chen Lei each received a fee of **HK$100 thousand**[325](index=325&type=chunk) - No director waived any emoluments or received compensation for early termination of appointment during the year[327](index=327&type=chunk)[330](index=330&type=chunk) [Loss Per Share](index=99&type=section&id=Loss%20Per%20Share) For FY2025, the basic loss per share was 0.38 HK cents, based on a loss of HK$7,130,000 and a weighted average of 1,895,697,017 ordinary shares Loss Per Share | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Basic loss per share (HK cents) | (0.38) | (0.22) | | Loss for the year (HKD in thousands) | (7,130) | (4,155) | | Weighted average number of ordinary shares in issue | 1,895,697,017 | 1,895,697,017 | - No diluted earnings per share was presented as there were no dilutive potential ordinary shares[334](index=334&type=chunk) [Property, Plant and Equipment](index=100&type=section&id=Property%2C%20Plant%20and%20Equipment) As of March 31, 2025, the carrying amount of the Group's property, plant and equipment was HK$13 thousand Carrying Amount of Property, Plant and Equipment (HKD in thousands) | Category | 31 March 2025 | | :--- | :--- | | Computer equipment | 3 | | Training equipment | 10 | | **Total** | **13** | - During the year, additions amounted to **HK$13 thousand**, and disposals amounted to **HK$2,052 thousand**[335](index=335&type=chunk) [Right-of-use Assets](index=101&type=section&id=Right-of-use%20Assets) As of March 31, 2025, the carrying amount of the Group's right-of-use assets, primarily leased properties, was HK$1,712 thousand Right-of-use Assets (HKD in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Carrying amount at 31 March | 1,712 | 3,836 | | Depreciation charge | 2,114 | 2,375 | | Interest expense on lease liabilities | 184 | 273 | | Short-term lease expenses | 76 | 100 | - Lease contracts are made for fixed periods of one to five years and include extension options[337](index=337&type=chunk) [Prepayments, Deposits and Other Receivables](index=103&type=section&id=Prepayments%2C%20Deposits%20and%20Other%20Receivables) As of March 31, 2025, total prepayments, deposits and other receivables amounted to HK$7,610 thousand, including HK$5,645 thousand due from a substantial shareholder Prepayments, Deposits and Other Receivables (HKD in thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Amount due from a substantial shareholder | 5,645 | 3,147 | | Other receivables | 4 | 38 | | Prepayments and deposits | 1,961 | 2,256 | | **Total** | **7,610** | **5,441** | - The amount due from a substantial shareholder is trade in nature, denominated in RMB, unsecured, interest-free, and has a credit period of 30 days[340](index=340&type=chunk) [Accruals and Other Payables](index=104&type=section&id=Accruals%20and%20Other%20Payables) As of March 31, 2025, total accruals and other payables were HK$110,448 thousand, primarily including HK$95,100 thousand due to a substantial shareholder Accruals and Other Payables (HKD in thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Amount due to China Communication Telecom Investment (Note a) | 95,100 | 95,100 | | Amount due to China Communication Telecom Investment (Note b) | 564 | 564 | | Amount due to China Communication Telecom — non-trade nature | 727 | 729 | | Amount due to related companies | 282 | 625 | | Accrued salaries | 6,654 | 5,941 | | Accrued expenses | 1,214 | 1,396 | | Deposits received | 4,825 | 4,854 | | Other payables | 1,082 | 976 | | **Total** | **110,448** | **110,185** | - The repayment of **HK$95,100 thousand** due to the substantial shareholder, China Communication Telecom Investment, was further extended to August 15, 2026, on June 1, 2025[342](index=342&type=chunk) [Contract Liabilities](index=105&type=section&id=Contract%20Liabilities) As of March 31, 2025, contract liabilities amounted to HK$8,044 thousand, primarily representing prepaid course fees from robotics course participants Movement in Contract Liabilities (HKD in thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Balance at 1 April | 6,650 | 12,164 | | Increase in contract liabilities due to advance payments for robotics course fees | 11,930 | 11,319 | | Decrease in contract liabilities due to revenue recognition during the year | (10,489) | (16,201) | | Exchange difference | (47) | (632) | | **Balance at 31 March** | **8,044** | **6,650** | - Contract liabilities mainly represent prepaid course fees received from participants registered for robotics courses[343](index=343&type=chunk) [Loans from a Substantial Shareholder](index=105&type=section&id=Loans%20from%20a%20Substantial%20Shareholder) As of March 31, 2025, the interest-free loan from China Communication Telecom Investment was HK$3,708 thousand, which is unsecured and repayable on demand Loans from a Substantial Shareholder (HKD in thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest-free loan from China Communication Telecom Investment | 3,708 | – | - The loan is denominated in HKD, interest-free, unsecured, and repayable on demand[343](index=343&type=chunk) [Lease Liabilities](index=106&type=section&id=Lease%20Liabilities) As of March 31, 2025, the present value of lease liabilities was HK$2,594 thousand, with HK$1,673 thousand due within one year Lease Liabilities (HKD in thousands) | Maturity | 2025 Minimum Lease Payments | 2024 Minimum Lease Payments | 2025 Present Value of Minimum Lease Payments | 2024 Present Value of Minimum Lease Payments | | :--- | :--- | :--- | :--- | :--- | | Within one year | 1,702 | 2,972 | 1,673 | 2,833 | | In the second to fifth year | 927 | 1,794 | 921 | 1,713 | | **Total** | **2,629** | **4,766** | **2,594** | **4,546** | Currency Profile of Lease Liabilities Carrying Amount (HKD in thousands) | Currency | 2025 | 2024 | | :--- | :--- | :--- | | HKD | 140 | 1,176 | | RMB | 2,454 | 3,370 | | **Total** | **2,594** | **4,546** | [Deferred Tax Liabilities](index=107&type=section&id=Deferred%20Tax%20Liabilities) As of March 31, 2025, net deferred tax liabilities were HK$(786) thousand, arising mainly from undistributed profits of subsidiaries and lease-related items Movement in Deferred Tax Liabilities (HKD in thousands) | Item | Undistributed profits of subsidiaries | Right-of-use assets | Lease liabilities | Total | | :--- | :--- | :--- | :--- | :--- | | At 31 March 2024 | (1,027) | (676) | 843 | (860) | | Credited to profit or loss for the year | – | 303 | (226) | 77 | | Exchange difference | – | 1 | (4) | (3) | | **At 31 March 2025** | **(1,027)** | **(372)** | **613** | **(786)** | - Net deferred tax liabilities were **HK$(786) thousand**, arising mainly from undistributed profits of subsidiaries, right-of-use assets, and lease liabilities[345](index=345&type=chunk) - No deferred tax asset was recognized for tax losses due to the unpredictability of future profit streams[345](index=345&type=chunk) [Share Capital](index=108&type=section&id=Share%20Capital) As of March 31, 2025, the company's issued and fully paid share capital was HK$18,957 thousand, comprising 1,895,697,017 ordinary shares Share Capital (HKD in thousands) | Item | 2025 Number of Shares | 2025 Amount | 2024 Number of Shares | 2024 Amount | | :--- | :--- | :--- | :--- | :--- | | Authorised | 10,000,000,000 | 100,000 | 10,000,000,000 | 100,000 | | Issued and fully paid | 1,895,697,017 | 18,957 | 1,895,697,017 | 18,957 | - The Group manages its capital to safeguard its ability to continue as a going concern and to maximize shareholder returns[347](index=347&type=chunk) - The company is required to maintain a public float of at least 25% of its issued shares[348](index=348&type=chunk) [Statement of Financial Position and Reserve Movement of the Company](index=109&type=section&id=Statement%20of%20Financial%20Position%20and%20Reserve%20Movement%20of%20the%20Company) As of March 31, 2025, the company had net current liabilities of HK$(68,708) thousand and a total capital deficiency of HK$(68,482) thousand Summary of the Company's Statement of Financial Position (HKD in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total non-current assets | 226 | 1,130 | | Total current assets | 18,765 | 18,868 | | Total current liabilities | 87,473 | 81,476 | | Net current liabilities | (68,708) | (62,608) | | Total liabilities | (68,482) | (61,478) | | Capital deficiency | (68,482) | (61,478) | Movement in the Company's Reserves (HKD in thousands) | Item | Share Premium | Accumulated Losses | Total | | :--- | :--- | :--- | :--- | | At 1 April 2024 | 1,354,838 | (1,435,273) | (80,435) | | Loss for the year | – | (7,004) | (7,004) | | **At 31 March 2025** | **1,354,838** | **(1,442,277)** | **(87,439)** | [Note to the Consolidated Statement of Cash Flows](index=111&type=section&id=Note%20to%20the%20Consolidated%20Statement%20of%20Cash%20Flows) In FY2025, the Group's total liabilities from financing activities amounted to HK$6,302 thousand, primarily from loans and lease liabilities Reconciliation of Liabilities Arising from Financing Activities (HKD in thousands) | Item | 1 April 2024 | Proceeds/Additions | Repay

（於開曼群島註冊成立之有限公司） （股份代號：8206） 全 年 業 績 公 佈 截 至 二 零 二 五 年 三 月 三 十 一 日 止 年 度 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）GEM的 特 色 GEM的 定 位 乃 為 相 比 起 其 他 在 聯 交 所 上 市 的 公 司 帶 有 較 高 投 資 風 險 的 中 小 型 公 司 提 供 一 個 上 市 的 市 場。有 意 投 資 人 士 應 了 解 投 資 該 等 公 司 的 潛 在 風 險，並 應 經 過 審 慎 周 詳 考 慮 後 方 作 出 投 資 決 定。GEM的 較 高 風 險 及 其 他 特 色 表 示GEM較 適 合 專 業 及 其 他 資 深 投 資 者。 由 於GEM上 市 公 司 普 遍 為 中 小 型 公 司，在GEM買 賣 的 證 券 可 能 會 較 於 主 板 買 賣 的 證 券 容 易 受 到 市 場 波 動 的 影 響。在GEM買 賣 的 證 券 亦 不 保 證 會 有 高 流 通 量 的 市 場。 香 港 交 易 及 結 算 所 有 限 公 司 及 聯 交 所 對 本 公 佈 之 內 容 概 不 ...

Financial Performance - The group recorded revenue of approximately HKD 5,575,000 for the six months ended September 30, 2024, a decrease of about 55.3% compared to HKD 12,485,000 for the same period in 2023[6] - The group incurred a loss of approximately HKD 2,800,000 for the six months ended September 30, 2024, compared to a profit of approximately HKD 452,000 for the same period in 2023[13] - The gross profit for the six months ended September 30, 2024, was approximately HKD 3,240,000, down from HKD 9,505,000 for the same period in 2023[12] - For the six months ended September 30, 2024, the company reported revenue of HKD 5,575,000, a decrease of 55.2% compared to HKD 12,485,000 for the same period in 2023[31] - The gross profit for the same period was HKD 3,240,000, down 65.9% from HKD 9,505,000 in the previous year[31] - The company incurred an operating loss of HKD 2,488,000, compared to an operating profit of HKD 1,954,000 in the prior year[31] - The net loss for the period was HKD 2,800,000, compared to a profit of HKD 452,000 in the same period last year[33] Cost Management - The group implemented cost-saving measures, reducing service costs from approximately HKD 3,000,000 to about HKD 2,300,000 due to discounts from major shareholder[9] - Selling, distribution, and administrative expenses decreased from approximately HKD 8,000,000 to about HKD 5,800,000 for the same periods[9] - The employee costs from continuing operations for the six months were approximately HKD 3,800,000, a decrease from HKD 4,200,000 for the same period in 2023[22] Assets and Liabilities - The group's current liabilities net value was approximately HKD 63,600,000 as of September 30, 2024[18] - The total assets less current liabilities amounted to HKD (60,132,000) as of September 30, 2024, compared to HKD (57,695,000) as of March 31, 2024[36] - The company’s total liabilities as of September 30, 2024, were approximately HKD 63,630,000, indicating significant uncertainty regarding its ability to continue as a going concern[43] - The company reported total liabilities of HKD 110,273,000 as of September 30, 2024, slightly up from HKD 110,185,000 as of March 31, 2024[80] Cash Flow - For the six months ended September 30, 2024, the net cash used in operating activities was HKD (4,172,000), an improvement from HKD (14,204,000) in the same period of 2023, indicating a reduction of 70.7%[40] - The total cash and cash equivalents at the end of the period were HKD 77,236,000, down from HKD 85,906,000 in 2023, representing a decrease of 10.5%[40] - The financing activities generated a net cash inflow of HKD 1,505,000, contrasting with a net cash outflow of HKD (21,923,000) in the same period last year[40] - The company reported a net decrease in cash and cash equivalents of HKD (2,613,000) for the period, a significant improvement from HKD (36,039,000) in the previous year[40] Shareholder Information - As of September 30, 2024, Shenzhou Communication holds 542,042,000 shares, representing 28.59% of the issued share capital[95] - The company did not declare or propose any dividends for the six months ended September 30, 2024, consistent with the previous period[68] - The company has no provisions for preferential rights regarding the issuance of new shares according to its articles of association[103] Corporate Governance - The audit committee reviewed the unaudited interim results for the six months ending September 30, 2024, ensuring compliance with applicable accounting standards and GEM listing rules[109] - The board confirmed adherence to the corporate governance code principles during the six months ending September 30, 2024[111] - The company has adopted a set of guidelines for securities trading by directors, ensuring compliance with GEM listing rules[112] - The audit committee consists of three independent non-executive directors, responsible for reviewing financial reports and internal control systems[108] Future Plans and Investments - The group is in preliminary discussions for a potential acquisition of equity in an education platform and software company, which could expand its educational service offerings[9] - The group plans to launch various robot-themed activities in Heilongjiang Province, aiming to promote smart education in schools[10] - The company has no significant investments or acquisitions as of September 30, 2024, but is in preliminary discussions regarding a potential acquisition of equity in an education platform and software company[23] Miscellaneous - The company has no significant contingent liabilities as of September 30, 2024, consistent with the previous reporting period[89] - There were no capital commitments for property, plant, and equipment as of September 30, 2024[90] - The company did not enter into any new lease agreements during the six months ended September 30, 2024[73] - The company has no unexercised share options under the 2013 Share Option Scheme as of September 30, 2024[102]