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]

目錄 | 公司資料 | 2 | | --- | --- | | 財務摘要 | 3 | | 主席報告 | 4 | | 管理層討論及分析 | 6 | | 董事及高級管理層履歷 | 9 | | 企業管治報告 | 11 | | 環境、社會及管治報告 | 22 | | 董事會報告 | 47 | | 獨立核數師報告 | 61 | | 綜合損益表 | 65 | | 綜合損益及其他全面收益表 | 66 | | 綜合財務狀況表 | 67 | | 綜合權益變動表 | 69 | | 綜合現金流量表 | 70 | | 綜合財務報表附註 | 72 | 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報告之內容概 ...

[Chairman's Report](index=2&type=section&id=Chairman%27s%20Report) This report provides an overview of the Group's financial performance, business operations, future outlook, and expresses gratitude to stakeholders [Financial Performance](index=2&type=section&id=Financial%20Performance) The Group's revenue from continuing operations increased by 6.4% for the year ended March 31, 2024, but the loss for the year expanded due to reduced exchange gains | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Revenue from continuing operations | 16,602 | 15,602 | | Loss for the year | 4,155 | 3,959 (Restated) | - Revenue from continuing operations increased by approximately **6.4%** year-on-year[6](index=6&type=chunk) - The increase in loss for the year was primarily due to a decrease in exchange gains[6](index=6&type=chunk) [Business Review](index=2&type=section&id=Business%20Review) The Group's core business is robotics-related education and training in China, which recovered since early 2023 with three consecutive years of revenue growth, driven by the popularity and efficiency of in-person courses - The principal business involves robotics-related education and training in China[7](index=7&type=chunk) - Business recovered and revenue increased by approximately **6.4%** since early 2023 following the lifting of restrictions by local Chinese governments[7](index=7&type=chunk)[8](index=8&type=chunk) - Revenue has shown continuous growth for three consecutive years[7](index=7&type=chunk) - In-person courses have become the predominant form of instruction, replacing online classes due to their popularity among students and parents and higher teaching efficiency[8](index=8&type=chunk) [Outlook](index=3&type=section&id=Outlook) The Group plans to launch various robotics-themed activities and collaborate with the National School Sports Robotics Alliance in Heilongjiang Province to establish smart robotics classrooms, promoting intelligent education and robotics industry development - Plans to launch various robotics-themed activities in Heilongjiang Province[11](index=11&type=chunk) - Will actively collaborate with members of the National School Sports Robotics Alliance in Heilongjiang Province to plan smart robotics classrooms[11](index=11&type=chunk) - Aims to promote intelligent education in schools and foster the internationalization and diversified development of robotics education in China[11](index=11&type=chunk) [Acknowledgements](index=3&type=section&id=Acknowledgements) The Board expresses gratitude to shareholders for their support and acknowledges the dedication and contributions of directors, management, and staff over the past year [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial statements, including the statements of profit or loss, comprehensive income, and financial position, reflecting its financial performance and position [Consolidated Statement of Profit or Loss](index=4&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended March 31, 2024, the Group's revenue from continuing operations increased by 6.4% to HKD 16,602 thousands, but the loss for the year expanded to HKD 4,155 thousands due to a significant decrease in net other gains and losses Consolidated Statement of Profit or Loss Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 16,602 | 15,602 | | Gross profit | 11,327 | 7,998 | | Other gains and losses, net | 199 | 3,074 | | Operating loss | (3,992) | (1,653) | | Loss from continuing operations for the year | (4,155) | (3,028) | | Loss for the year | (4,155) | (3,959) | | Basic loss per share (HK cents) | (0.22) | (0.21) | - Revenue from continuing operations increased by **6.4%** year-on-year[14](index=14&type=chunk) - Net other gains and losses significantly decreased from **HKD 3,074 thousands** in 2023 to **HKD 199 thousands** in 2024[14](index=14&type=chunk) - Loss for the year expanded from **HKD 3,959 thousands** in 2023 to **HKD 4,155 thousands** in 2024[14](index=14&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=5&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group reported a loss for the year of HKD 4,155 thousands in 2024, with an additional loss of HKD 4,174 thousands from exchange differences on translating foreign operations, resulting in a total comprehensive loss attributable to owners of HKD 8,329 thousands Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Loss for the year | (4,155) | (3,959) | | Exchange differences on translating foreign operations | (4,174) | (15,247) | | Total comprehensive income for the year attributable to owners of the Company | (8,329) | (19,206) | - Loss from exchange differences on translating foreign operations decreased from **HKD 15,247 thousands** in 2023 to **HKD 4,174 thousands** in 2024[15](index=15&type=chunk) [Consolidated Statement of Financial Position](index=6&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's net current liabilities and net liabilities both increased, indicating challenging financial conditions primarily due to a significant reduction in bank and cash balances Consolidated Statement of Financial Position Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Total non-current assets | 4,685 | 4,130 | | Total current assets | 83,190 | 128,580 | | Total current liabilities | 145,570 | 180,848 | | Net current liabilities | (62,380) | (52,268) | | Total non-current liabilities | 3,416 | 4,644 | | Net liabilities | (61,111) | (52,782) | | Equity deficiency | (61,111) | (52,782) | - Bank and cash balances significantly decreased from **HKD 125,439 thousands** in 2023 to **HKD 77,749 thousands** in 2024[17](index=17&type=chunk) - Net current liabilities increased from **HKD 52,268 thousands** in 2023 to **HKD 62,380 thousands** in 2024[17](index=17&type=chunk) - Net liabilities increased from **HKD 52,782 thousands** in 2023 to **HKD 61,111 thousands** in 2024[19](index=19&type=chunk) [Notes to the Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed notes to the consolidated financial statements, covering the basis of preparation, accounting policies, revenue breakdown, and other financial disclosures [Basis of Preparation](index=8&type=section&id=Basis%20of%20Preparation) The Group's consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards on a going concern basis, despite significant uncertainties, supported by a commitment from the major shareholder to provide sufficient funding - The consolidated financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[21](index=21&type=chunk) - The Group incurred a loss of approximately **HKD 4,155 thousands** for the year 2024, with net current liabilities and net liabilities of approximately **HKD 62,380 thousands** and **HKD 61,111 thousands** respectively, indicating a material uncertainty related to going concern[22](index=22&type=chunk)[74](index=74&type=chunk) - Major shareholder Shenzhou Communication Investment has agreed to defer the repayment date of amounts due to it until August 15, 2025, and its holding company, Shenzhou Communication, has committed to providing sufficient funds to support the Group's operations[22](index=22&type=chunk)[23](index=23&type=chunk) [Going Concern Assumption](index=8&type=section&id=Going%20Concern%20Assumption) Despite significant financial challenges, the Group's going concern is supported by deferred liabilities and a commitment from its major shareholder to provide adequate funding - The Group's contract liabilities as of March 31, 2024, amounted to **HKD 6,650 thousands**, representing deferred revenue not requiring cash settlement[22](index=22&type=chunk) - Major shareholder Shenzhou Communication Investment has deferred the repayment date of **HKD 95,100 thousands** until August 15, 2025[22](index=22&type=chunk) - Shenzhou Communication, the holding company of the major shareholder, has committed to continue providing sufficient funds to the Group to meet its financial obligations[23](index=23&type=chunk) [Adoption of New and Revised Hong Kong Financial Reporting Standards](index=9&type=section&id=Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group has adopted several new and revised Hong Kong Financial Reporting Standards, with amendments to HKAS 1 and HKAS 12 impacting accounting policy disclosures and deferred tax, but with limited material effect on financial position and performance - The Group has initially applied several amendments to Hong Kong Financial Reporting Standards that are mandatorily effective for annual periods beginning on or after April 1, 2023[24](index=24&type=chunk) - The application of amendments to HKAS 1 and HKFRS Practice Statement 2 'Disclosure of Accounting Policies' affected the disclosure of accounting policy information but did not have a material impact on the financial position and performance[26](index=26&type=chunk)[28](index=28&type=chunk) - The application of amendments to HKAS 12 'Deferred Tax related to Assets and Liabilities arising from a Single Transaction' narrowed the scope of the initial recognition exemption, leading to adjustments in deferred tax assets and liabilities[28](index=28&type=chunk)[30](index=30&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) [Impact of Standards Applied](index=10&type=section&id=Impact%20of%20Standards%20Applied) The application of new standards, particularly HKAS 1 and HKAS 12, refined accounting policy disclosures and resulted in adjustments to deferred tax assets and liabilities, with a minor impact on income tax credit - Amendments to HKAS 1 replaced 'significant accounting policies' with 'material accounting policy information', emphasizing that accounting policy information is material if it could influence users' decisions in financial statements[26](index=26&type=chunk) - Amendments to HKAS 12 resulted in an increase of **HKD 843 thousands** in deferred tax assets and an increase of **HKD 676 thousands** in deferred tax liabilities in 2024[33](index=33&type=chunk) - Changes in accounting policies had an impact of **HKD 110 thousands** on the income tax credit for the loss for the year in 2024[30](index=30&type=chunk) [Standards Issued But Not Yet Effective](index=15&type=section&id=Standards%20Issued%20But%20Not%20Yet%20Effective) The Group has not early adopted several new and revised standards, including amendments to HKAS 21 and HKAS 1, which clarify liability classification and defer effective dates - The Group has not early applied standards issued but not yet effective, including amendments to HKAS 21 'Lack of Exchangeability', HK(IFRIC)-Int 5 (Revised) 'Classification of Liabilities as Current or Non-current', and HKAS 1 (Amendments) 'Non-current Liabilities with Covenants'[36](index=36&type=chunk)[37](index=37&type=chunk) - Related amendments to HKAS 1 and HK(IFRIC)-Int 5 clarified the criteria for classifying liabilities as current or non-current, particularly regarding settlement periods and covenant compliance[38](index=38&type=chunk)[40](index=40&type=chunk) - The 2022 amendments deferred the effective date of the 2020 amendments to annual reporting periods beginning on or after April 1, 2024[41](index=41&type=chunk) [Revenue](index=17&type=section&id=Revenue) The Group's revenue from continuing operations for 2024 primarily derived from robotics courses, increasing by 6.4% year-on-year, with new income from competition admissions, and most revenue recognized over time Revenue Breakdown | Service Line | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Robotics courses | 16,290 | 15,602 | | Competition admissions | 312 | – | | **Total** | **16,602** | **15,602** | - Revenue increased by **6.4%** year-on-year in 2024[43](index=43&type=chunk) - New revenue from competition admissions amounted to **HKD 312 thousands**[43](index=43&type=chunk) - The majority of revenue (**HKD 16,290 thousands**) was recognized for services transferred over time, while **HKD 312 thousands** was recognized for services transferred at a point in time[44](index=44&type=chunk) - All revenue was derived from Mainland China[44](index=44&type=chunk) - Transaction price allocated to remaining performance obligations (contract liabilities) decreased from **HKD 12,164 thousands** in 2023 to **HKD 6,650 thousands** in 2024[45](index=45&type=chunk) [Investment and Other Income](index=18&type=section&id=Investment%20and%20Other%20Income) The Group's investment and other income for 2024 primarily consisted of interest income, as government subsidies ceased in 2023 Investment and Other Income Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Interest income | 224 | 302 | | Government subsidies | – | 104 | | **Total** | **224** | **406** | - Total investment and other income for 2024 was **HKD 224 thousands**, a decrease from **HKD 406 thousands** in 2023[46](index=46&type=chunk) - Government subsidies in 2023 were COVID-19 related subsidies from the Hong Kong Government's 'Employment Support Scheme', with no such income in 2024[46](index=46&type=chunk) [Other Gains and Losses, Net](index=18&type=section&id=Other%20Gains%20and%20Losses%2C%20Net) The Group's net other gains and losses significantly decreased in 2024, primarily due to the absence of exchange gains and gains from disposal of property, plant and equipment Other Gains and Losses, Net Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Exchange gains / (losses) | – | 2,676 | | Gain on disposal of property, plant and equipment | – | 398 | | Others | 199 | – | | **Total** | **199** | **3,074** | - Net other gains and losses for 2024 amounted to **HKD 199 thousands**, a significant decrease from **HKD 3,074 thousands** in 2023[47](index=47&type=chunk) - In 2023, exchange gains of **HKD 2,676 thousands** and gains on disposal of property, plant and equipment of **HKD 398 thousands** were recorded, both of which were zero in 2024[47](index=47&type=chunk) [Segment Information](index=18&type=section&id=Segment%20Information) The Group has ceased its promotion and management services segment and now considers its robotics education and related businesses in Heilongjiang Province, China, as a single operating segment, thus no separate segment analysis is presented - As of March 31, 2023, the Group ceased its promotion and management services segment operations[48](index=48&type=chunk) - Currently, the provision of robotics education courses and other related businesses in Heilongjiang Province, China, is considered a single operating segment[48](index=48&type=chunk) - No separate analysis of segment information by geographical area is presented as revenue and non-current assets are primarily derived from a single geographical region in China[49](index=49&type=chunk) - No single customer accounted for **10%** or more of the Group's revenue in 2024 and 2023[50](index=50&type=chunk) [Finance Costs](index=19&type=section&id=Finance%20Costs) The Group's finance costs for 2024 primarily comprised interest expense on lease liabilities, with interest on promissory notes to the major shareholder reducing to zero this year Finance Costs Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Interest on promissory notes to Shenzhou Communication Investment | – | 741 | | Interest expense on lease liabilities | 273 | 254 | | **Total** | **273** | **995** | - Total finance costs for 2024 amounted to **HKD 273 thousands**, a significant decrease from **HKD 995 thousands** in 2023[51](index=51&type=chunk) - Interest on promissory notes to Shenzhou Communication Investment was **HKD 741 thousands** in 2023, decreasing to zero in 2024[51](index=51&type=chunk) [Income Tax Credit / (Expense)](index=19&type=section&id=Income%20Tax%20Credit%20%2F%20%28Expense%29) The Group recorded an income tax credit of HKD 110 thousands in 2024, primarily from deferred tax, with no Hong Kong profits tax or PRC enterprise income tax provision due to the absence of taxable profits Income Tax Credit / (Expense) Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Current tax — PRC | – | – | | Deferred tax | 110 | (380) | | **Total** | **110** | **(380)** | - Income tax was a credit of **HKD 110 thousands** in 2024, compared to an expense of **HKD 380 thousands** in 2023[52](index=52&type=chunk) - No provision for Hong Kong profits tax and PRC enterprise income tax was made as the Group had no assessable profits[52](index=52&type=chunk)[53](index=53&type=chunk) - Unused tax losses were sufficient to be carried forward to offset taxable profits for the year[53](index=53&type=chunk) [Loss from Continuing Operations for the Year](index=20&type=section&id=Loss%20from%20Continuing%20Operations%20for%20the%20Year) The Group's loss from continuing operations in 2024 was primarily influenced by expenses such as auditor's remuneration, depreciation of right-of-use assets, and legal and professional fees Key Deductions for Loss from Continuing Operations | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Auditor's remuneration — audit services | 608 | 600 | | Auditor's remuneration — other services | 275 | 350 | | Depreciation of right-of-use assets | 2,375 | 2,512 | | Legal and professional fees | 882 | 737 | - Total auditor's remuneration in 2024 amounted to **HKD 883 thousands**, a slight decrease from **HKD 950 thousands** in 2023[55](index=55&type=chunk) - Depreciation of right-of-use assets was **HKD 2,375 thousands**, representing a significant expense item[55](index=55&type=chunk) [Discontinued Operations](index=21&type=section&id=Discontinued%20Operations) The Group ceased its promotion and management business segment operations on March 31, 2023, which recorded a loss of HKD 931 thousands prior to termination - On March 31, 2023, the Board resolved to discontinue the Group's promotion and management business segment operations[56](index=56&type=chunk) Loss from Discontinued Operations (2023) | Metric | 2023 (HKD thousands) | | :--- | :--- | | Revenue | 70 | | Gross profit | 70 | | Operating loss | (931) | | Loss from discontinued operations for the year | (931) | - Discontinued operations generated a loss of **HKD 931 thousands** in 2023[58](index=58&type=chunk) [Dividends](index=21&type=section&id=Dividends) No dividends were paid or proposed by the Company during or since the end of the reporting period - No dividends were paid or proposed during the reporting period[59](index=59&type=chunk) - No dividends have been proposed since the end of the reporting period[59](index=59&type=chunk) [Loss Per Share](index=22&type=section&id=Loss%20Per%20Share) The Group's basic loss per share for 2024 was 0.22 HK cents, a slight increase from 2023, with no diluted earnings per share presented due to the absence of dilutive potential ordinary shares Loss Per Share Summary | Item | 2024 (HK cents) | 2023 (HK cents) | | :--- | :--- | :--- | | Basic loss per share from continuing and discontinued operations | (0.22) | (0.21) | | Basic loss per share from continuing operations | (0.22) | (0.16) | | Basic loss per share from discontinued operations | 0.00 | (0.05) | - Basic loss per share is calculated based on the loss for the year attributable to owners of the Company of approximately **HKD 4,155 thousands** and the weighted average number of ordinary shares in issue of approximately **1,895,697,017** shares[60](index=60&type=chunk) - No diluted earnings per share is presented as the Company had no dilutive potential ordinary shares during the reporting period[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Prepayments, Deposits and Other Receivables](index=23&type=section&id=Prepayments%2C%20Deposits%20and%20Other%20Receivables) The Group's total prepayments, deposits, and other receivables increased in 2024, primarily due to a new amount receivable from a major shareholder Prepayments, Deposits and Other Receivables Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Amount due from a major shareholder | 3,147 | – | | Other receivables | 38 | 502 | | Prepayments and deposits | 2,256 | 2,639 | | **Total** | **5,441** | **3,141** | - The total amount for 2024 was **HKD 5,441 thousands**, an increase from **HKD 3,141 thousands** in 2023[63](index=63&type=chunk) - A new amount due from a major shareholder of **HKD 3,147 thousands** was recognized, which is trade in nature, unsecured, interest-free, and has a **30-day** credit period[63](index=63&type=chunk) [Accruals and Other Payables](index=23&type=section&id=Accruals%20and%20Other%20Payables) The Group's total accruals and other payables slightly decreased in 2024, mainly due to reductions in amounts due to related companies and trade-related amounts due to Shenzhou Communication Accruals and Other Payables Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Amounts due to Shenzhou Communication Investment (repayable by August 15, 2025) | 95,100 | 95,100 | | Amounts due to Shenzhou Communication Investment (repayable on demand) | 564 | 564 | | Amounts due to Shenzhou Communication — trade in nature | – | 5,888 | | Amounts due to Shenzhou Communication — non-trade in nature | 729 | 777 | | Amounts due to related companies | 625 | 2,907 | | Accrued salaries | 5,941 | 6,369 | | Accrued expenses | 1,396 | 908 | | Deposits received | 4,854 | 5,143 | | Other payables | 976 | 1,869 | | **Total** | **110,185** | **119,525** | - The total amount for 2024 was **HKD 110,185 thousands**, a decrease from **HKD 119,525 thousands** in 2023[64](index=64&type=chunk) - Amounts due to Shenzhou Communication (trade in nature) decreased from **HKD 5,888 thousands** in 2023 to zero in 2024[64](index=64&type=chunk) - Amounts due to related companies decreased from **HKD 2,907 thousands** in 2023 to **HKD 625 thousands** in 2024[64](index=64&type=chunk) [Share Capital](index=24&type=section&id=Share%20Capital) The Group's authorized and issued share capital remained unchanged during the reporting period, with active capital structure management to balance shareholder returns and sound capital position while complying with GEM Listing Rules' public float requirements Share Capital Summary | Item | Number of shares 2024 | Amount 2024 (HKD thousands) | Number of shares 2023 | Amount 2023 (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Authorised share capital (HKD 0.01 par value per share) | 10,000,000,000 | 100,000 | 10,000,000,000 | 100,000 | | Issued and fully paid share capital (HKD 0.01 par value per share) | 1,895,697,017 | 18,957 | 1,895,697,017 | 18,957 | - The Group's authorized and issued share capital remained unchanged during the reporting period[66](index=66&type=chunk) - The Group monitors capital using a debt-to-adjusted capital ratio and actively reviews and manages its capital structure[67](index=67&type=chunk)[68](index=68&type=chunk) - The Company is required to maintain a public float of at least **25%** of its issued shares throughout the year and has not been informed of any non-compliance[70](index=70&type=chunk) [Events After the Reporting Period](index=25&type=section&id=Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, the repayment date for the major shareholder's loan was further deferred, a non-legally binding memorandum of understanding was signed for a potential acquisition of a Chinese company's equity, and a new loan agreement was secured - On June 1, 2024, the repayment date for amounts due to Shenzhou Communication Investment was deferred from August 15, 2024, to August 15, 2025[72](index=72&type=chunk) - On June 14, 2024, the Company entered into a non-legally binding memorandum of understanding with two potential vendors for the proposed acquisition of certain equity interests in a Chinese company[72](index=72&type=chunk) - On June 17, 2024, the Company entered into a loan agreement with Shenzhou Communication Investment for **HKD 1,220 thousands**, which is interest-free, unsecured, and repayable on demand[72](index=72&type=chunk) [Extracts from Independent Auditor's Report](index=26&type=section&id=Extracts%20from%20Independent%20Auditor%27s%20Report) This section presents key extracts from the independent auditor's report, including their opinion on the financial statements and a highlight of material uncertainties related to going concern [Opinion](index=26&type=section&id=Opinion) The auditor believes the consolidated financial statements fairly present the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards and comply with the disclosure requirements of the Hong Kong Companies Ordinance - The auditor is of the opinion that the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at March 31, 2024, and of its consolidated financial performance and cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards[73](index=73&type=chunk) - The consolidated financial statements have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[73](index=73&type=chunk) [Material Uncertainty Related to Going Concern](index=26&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor draws attention to a material uncertainty regarding the Group's ability to continue as a going concern, given its loss in 2024 and high net current and total liabilities, but has not modified their opinion on this matter - The Group incurred a loss of approximately **HKD 4,155 thousands** for the year 2024[74](index=74&type=chunk) - The Group had net current liabilities and net liabilities of approximately **HKD 62,380 thousands** and **HKD 61,111 thousands** respectively as of March 31, 2024[74](index=74&type=chunk) - These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[74](index=74&type=chunk) - The auditor's opinion is not modified in respect of this matter[74](index=74&type=chunk) [Management Discussion and Analysis](index=27&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's perspective on the Group's financial performance, liquidity, capital structure, and other operational aspects for the reporting period [Revenue and Profitability](index=27&type=section&id=Revenue%20and%20Profitability) The Group's revenue from continuing operations grew by 6.4% in 2024, with significantly improved gross profit primarily due to demand recovery post-pandemic and no class suspensions Revenue and Profitability Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Revenue from continuing operations | 16,602 | 15,602 | | Gross profit from continuing operations | 11,327 | 7,998 | | Selling and distribution and administrative expenses | 15,969 | 13,756 | - Revenue from continuing operations increased by approximately **6.4%** year-on-year[77](index=77&type=chunk) - Gross profit increased from **HKD 7,998 thousands** in 2023 to **HKD 11,327 thousands** in 2024, primarily due to demand recovery post-pandemic and no class suspensions[77](index=77&type=chunk) - Total selling and distribution and administrative expenses increased from **HKD 13,756 thousands** in 2023 to **HKD 15,969 thousands** in 2024[78](index=78&type=chunk) [Loss for the Year](index=27&type=section&id=Loss%20for%20the%20Year) The Group's loss for the year expanded to HKD 4,155 thousands in 2024, primarily attributed to a decrease in exchange gains Loss for the Year Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Loss for the year | 4,155 | 3,959 (Restated) | - Loss for the year expanded from **HKD 3,959 thousands** in 2023 to **HKD 4,155 thousands** in 2024[79](index=79&type=chunk) - The decline in results was primarily due to a decrease in exchange gains[79](index=79&type=chunk) [Segment Information](index=27&type=section&id=Segment%20Information) The Group's performance analysis, detailed in Note 6 to the consolidated financial statements, indicates the cessation of the promotion and management services segment and the treatment of robotics education business as a single operating segment - The Group's performance analysis is presented in Note 6 to the consolidated financial statements[80](index=80&type=chunk) [Liquidity and Financial Resources](index=27&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's net current liabilities increased, mainly due to a reduction in cash and cash equivalents, and while major shareholder loans are zero, significant amounts remain payable Liquidity and Financial Resources Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Net current liabilities | 62,400 | 52,300 | | Cash and cash equivalents | 77,700 | 125,400 | | Prepayments, deposits and other receivables | 5,400 | 3,100 | | Accruals and other payables | 110,200 | 119,500 | | Current tax liabilities | 25,900 | 27,000 | | Contract liabilities | 6,700 | 12,200 | | Loans from a major shareholder | – | 21,500 | - As of March 31, 2024, the Group's net current liabilities were approximately **HKD 62,400 thousands**, an increase from **HKD 52,300 thousands** in 2023[82](index=82&type=chunk) - Cash and cash equivalents decreased from **HKD 125,400 thousands** in 2023 to **HKD 77,700 thousands** in 2024[82](index=82&type=chunk) - Outstanding loans from Shenzhou Communication Investment were reduced to zero in 2024, but amounts due to Shenzhou Communication Investment of **HKD 95,100 thousands** and **HKD 600 thousands** remain payable[81](index=81&type=chunk) [Gearing Ratio](index=28&type=section&id=Gearing%20Ratio) The Group's gearing ratio remained at 0% as of March 31, 2024, consistent with the prior year, indicating no interest-bearing borrowings Gearing Ratio | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Gearing ratio | 0% | 0% | - Gearing ratio is measured as total interest-bearing borrowings as a percentage of equity[84](index=84&type=chunk) [Capital Structure](index=28&type=section&id=Capital%20Structure) No changes occurred in the capital structure during the year - No changes in capital structure occurred during the year[85](index=85&type=chunk) [Pledge of Assets](index=28&type=section&id=Pledge%20of%20Assets) The Group had no assets pledged at the end of the reporting period - As of March 31, 2024, and March 31, 2023, the Group had not pledged any of its assets[86](index=86&type=chunk) [Employees, Remuneration Policy and Staff Costs](index=28&type=section&id=Employees%2C%20Remuneration%20Policy%20and%20Staff%20Costs) The Group experienced a reduction in employee headcount and a corresponding decrease in staff costs, with remuneration policies based on market conditions, performance, qualifications, and experience, complemented by various benefits Employees and Staff Costs Summary | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Number of employees | 56 | 66 | | Staff costs (HKD thousands) | 8,500 | 10,300 | - The number of employees decreased from **66** in 2023 to **56** in 2024[87](index=87&type=chunk) - Staff costs decreased from **HKD 10,300 thousands** in 2023 to **HKD 8,500 thousands** in 2024[87](index=87&type=chunk) - Remuneration policy is determined with reference to market conditions, employee performance, qualifications, and experience, offering benefits such as year-end bonuses, share option schemes, MPF contributions, and group medical plans[87](index=87&type=chunk) [Material Investments or Capital Assets](index=29&type=section&id=Material%20Investments%20or%20Capital%20Assets) The Group had no material investments during the reporting period but is in preliminary discussions for a potential acquisition of equity in an education platform and software company - The Group had no material investments for the years ended March 31, 2024, and March 31, 2023[89](index=89&type=chunk) - The Company is in preliminary discussions regarding a possible acquisition of certain equity interests in an education platform and software company[89](index=89&type=chunk) - No material terms have been agreed upon, nor has a definitive agreement been entered into, and the potential acquisition may or may not proceed[89](index=89&type=chunk) [Material Acquisitions or Disposals of Subsidiaries and Affiliated Companies](index=29&type=section&id=Material%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%20and%20Affiliated%20Companies) No material acquisitions or disposals of subsidiaries occurred during the year - No material acquisitions or disposals of subsidiaries occurred during the year[91](index=91&type=chunk) [Foreign Currency Risk](index=29&type=section&id=Foreign%20Currency%20Risk) The Group primarily conducts business in HKD and RMB, anticipating no significant foreign exchange fluctuation risk, and currently lacks a hedging policy but monitors risk - The Group's revenue, expenses, assets, and liabilities are primarily denominated in HKD and RMB[92](index=92&type=chunk) - The Group does not expect to face significant foreign exchange fluctuation risk[92](index=92&type=chunk) - The Group currently has no foreign currency hedging policy, but management will monitor foreign exchange risk and consider hedging when necessary[92](index=92&type=chunk) [Contingent Liabilities](index=29&type=section&id=Contingent%20Liabilities) The Group had no material contingent liabilities at the end of the reporting period - As of March 31, 2024, and March 31, 2023, the Group had no material contingent liabilities[93](index=93&type=chunk) [Capital Commitments](index=29&type=section&id=Capital%20Commitments) The Group had no material capital commitments at the end of the reporting period - As of March 31, 2024, the Group had no material capital commitments[94](index=94&type=chunk) [Purchase, Sale or Redemption of Shares](index=29&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Shares) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's shares during the reporting period, and no shares were held in treasury - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares on GEM during the year ended March 31, 2024[95](index=95&type=chunk) - As of the year ended March 31, 2024, the Company held no treasury shares[95](index=95&type=chunk) [Other Information](index=30&type=section&id=Other%20Information) This section covers additional information including directors' securities transactions, corporate governance practices, dividend recommendations, audit committee activities, auditor's scope of work, and details of the upcoming annual general meeting [Directors' Securities Transactions](index=30&type=section&id=Directors%27%20Securities%20Transactions) The Board has adopted a code of conduct for securities transactions by directors and confirms all directors complied with the required standard of dealing and GEM Listing Rules during the reporting period - The Board has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standard of dealing set out in Rules 5.48 to 5.67 of the GEM Listing Rules[97](index=97&type=chunk) - The Company is not aware of any non-compliance by directors with the required standard of dealing and the code of conduct for securities transactions[97](index=97&type=chunk) [Corporate Governance Practices](index=30&type=section&id=Corporate%20Governance%20Practices) The Group adopted and complied with the Corporate Governance Code as set out in Appendix 15 (now Appendix C1) of the GEM Listing Rules throughout the reporting period, with the Board committed to maintaining high standards of corporate governance - The Group has adopted and complied with the practices and code provisions of the Corporate Governance Code as set out in Appendix 15 (revised to Appendix C1 on December 31, 2023) of the GEM Listing Rules throughout the year ended March 31, 2024[98](index=98&type=chunk) - The Board confirms that all directors have complied with the principles and code provisions set out in the Corporate Governance Code throughout the reporting period[99](index=99&type=chunk) [Appropriation](index=30&type=section&id=Appropriation) The directors do not recommend the payment of any dividends for the year - The directors do not recommend the payment of any dividends for the year[100](index=100&type=chunk) [Audit Committee](index=30&type=section&id=Audit%20Committee) The Audit Committee held four meetings during the reporting period, reviewing the Group's internal control systems and various financial reports, and deemed the financial statements compliant with accounting standards and Listing Rules - The Audit Committee held four meetings during the year ended March 31, 2024[101](index=101&type=chunk) - The Audit Committee reviewed the Group's internal control systems, annual report, quarterly reports, interim reports, and continuing connected transactions[101](index=101&type=chunk) - The Audit Committee was of the opinion that the financial statements of the Company and the Group complied with applicable accounting standards and the requirements of the GEM Listing Rules, and that adequate disclosures had been made[102](index=102&type=chunk) [Scope of Work of RSM Hong Kong](index=31&type=section&id=Scope%20of%20Work%20of%20RSM%20Hong%20Kong) RSM Hong Kong, the Group's auditor, reconciled the financial figures in the preliminary announcement with the audited consolidated financial statements, but their work does not constitute an assurance engagement, thus no opinion or assurance conclusion was expressed on the preliminary announcement - RSM Hong Kong has reconciled the figures in the preliminary announcement relating to the Group's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes for the year ended March 31, 2024, with the amounts in the audited consolidated financial statements[103](index=103&type=chunk) - The work performed by RSM Hong Kong in this regard does not constitute an assurance engagement and consequently no opinion or assurance conclusion is expressed on the preliminary announcement[103](index=103&type=chunk) [Annual General Meeting](index=31&type=section&id=Annual%20General%20Meeting) The Company's upcoming Annual General Meeting will be held on July 26, 2024, with notice to be dispatched to shareholders - The Company's forthcoming Annual General Meeting will be held on Friday, July 26, 2024, at 11:00 a.m. at Conference Room 3006, 30/F, West Tower, Shun Tak Centre, 168–200 Connaught Road Central, Hong Kong[104](index=104&type=chunk) - Notice of the Annual General Meeting will be dispatched to the Company's shareholders[104](index=104&type=chunk)

Financial Performance - For the six months ended September 30, 2023, the group recorded consolidated revenue from continuing operations of approximately HKD 12,485,000, an increase of about 57.6% compared to HKD 7,920,000 for the same period in 2022 [9]. - The group reported a profit of approximately HKD 452,000 for the six months ended September 30, 2023, a decrease from HKD 1,826,000 for the same period in 2022, primarily due to reduced foreign exchange gains [15]. - The gross profit for the six months ended September 30, 2023, was approximately HKD 9,505,000, compared to HKD 4,828,000 for the same period in 2022, reflecting improved revenue [14]. - For the six months ended September 30, 2023, the company generated revenue of HKD 12,485,000, a significant increase from HKD 7,920,000 in the previous year, representing a growth of approximately 57.5% [31]. - The gross profit for the same period was HKD 9,505,000, compared to HKD 4,828,000 in the previous year, indicating a growth of approximately 97.5% [31]. - The company reported a net profit of HKD 456,000 for the six months ended September 30, 2023, compared to HKD 2,334,000 for the same period last year, reflecting a decrease of approximately 80.5% [31]. - The total comprehensive income for the six months ended September 30, 2023, was a loss of HKD 1,824,000, compared to a loss of HKD 16,272,000 in the previous year, showing an improvement [32]. Cash Flow and Liabilities - As of September 30, 2023, the group's current liabilities net value was approximately HKD 55,400,000, compared to HKD 52,300,000 as of March 31, 2023 [19]. - The group's cash and cash equivalents amounted to approximately HKD 85,900,000 as of September 30, 2023, down from HKD 125,400,000 as of March 31, 2023 [19]. - The net cash used in operating activities for the six months ended September 30, 2023, was HKD (14,204,000), compared to HKD (5,620,000) for the same period in 2022, indicating a significant increase in cash outflow [37]. - The net cash generated from investing activities was HKD 88,000 for the six months ended September 30, 2023, down from HKD 258,000 in the previous year [37]. - The net cash used in financing activities was HKD (21,923,000) for the six months ended September 30, 2023, compared to HKD (112,044,000) in the same period of 2022, showing a reduction in cash outflow [37]. - The total cash and cash equivalents decreased by HKD 36,039,000 for the six months ended September 30, 2023, compared to a decrease of HKD 117,406,000 in the previous year [37]. - The company has a net current liability of approximately HKD 55,437,000, indicating significant uncertainty regarding its ability to continue as a going concern [40]. - The company has agreed to defer repayment of HKD 95,100,000 owed to its major shareholder until August 15, 2024, which may provide some financial relief [41]. - The total liabilities as of September 30, 2023, were HKD 217,705,000, a decrease from HKD 232,699,000 as of September 30, 2022 [60]. Employee and Operational Costs - The company employed 67 staff as of September 30, 2023, with employee costs from continuing operations amounting to HKD 4,200,000, an increase from HKD 4,000,000 for the same period last year [24]. - The total employee benefit expenses, including directors' remuneration, for the six months ended September 30, 2023, is HKD 4,207,000, compared to HKD 4,022,000 for the same period in 2022 [65]. - The total short-term benefits for the six months ended September 30, 2023, were HKD 1,647,000, slightly up from HKD 1,595,000 in the same period of 2022 [85]. Corporate Governance and Compliance - The audit committee reviewed the unaudited interim results for the six months ending September 30, 2023, ensuring compliance with applicable accounting standards [102]. - The company has maintained compliance with the corporate governance code throughout the six months ending September 30, 2023 [104]. - The company has adopted a code of conduct for securities trading, which has been adhered to by all directors during the reporting period [105]. Future Outlook and Strategic Initiatives - The group expects stable growth in performance as training courses gradually resume based on student enrollment demand [12]. - The group plans to launch various robot-themed activities in Heilongjiang Province, including a range of robot education courses and teacher training [12]. - The group aims to collaborate with members of the National School Sports Robot Alliance in Heilongjiang Province to plan smart robot classrooms [12]. - The company continues to seek opportunities to enhance shareholder value [26]. - The company is in preliminary discussions regarding a potential acquisition of equity in an education platform and software company, although no significant terms have been reached yet [25]. Shareholder Information - The company has issued and fully paid 1,895,697,017 ordinary shares with a par value of HKD 0.01 each, unchanged from the previous period [79]. - As of September 30, 2023, Mr. Bao Yueqing holds 2,844,000 shares, representing approximately 0.15% of the issued share capital [87]. - As of September 30, 2023, Shenzhou Communication holds 542,042,000 shares, representing 28.59% of the issued share capital [90]. - Shenzhou Communication Investment, a wholly-owned subsidiary of Shenzhou Communication, also holds 542,042,000 shares, equating to 28.59% [91]. - Yang Shaohui owns 191,041,256 shares, which is 10.08% of the total issued share capital [90]. - There are no other individuals with a disclosed interest or short position in the company's shares as of September 30, 2023 [92].