智通财经APP获悉，善裕集团控股(08245)于2025年8月7日进行了最新股东权益披露。 备注：持股数变动有可能因供股、合股、拆股等情况引起，请注意对照实际情况进行辨别。 | 股票名称 | 机构名称 | 性质 | 变动前持股 | 变动后持股 | 持股比 | | --- | --- | --- | --- | --- | --- | | 善裕集团控股 | Shanghai | 好仓 | 1060.00 万股 | 2120.00 万股 | 10.25%(最新) | | (08245) | International | | | | 5.13%(前次) | | | Shanghai Growth | | | | | | | Investment Limited | | | | | ...

本文源自：智通财经网 香港联交所最新资料显示，8月6日，Shanghai International Shanghai Growth Investment Limited增持善裕 集团控股(08245)1060万股，每股作价0.1636港元，总金额约为173.416万港元。增持后最新持股数目约 为2120万股，最新持股比例为10.25%。 ...

致：香港交易及結算所有限公司 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 公司名稱: 善裕集團控股有限公司 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) | 08245 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 624,000,000 | HKD | | 0.0625 | HKD | | 39,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 624,000,000 | HKD | | 0.0625 | HKD | | 39,000,000 | 本月底法定/註冊股本 ...

Revenue Performance - The company's revenue decreased by approximately 36.8%, from HKD 50 million for the year ended March 31, 2024, to HKD 31.6 million for the year ended March 31, 2025[10]. - Revenue from two-way radios dropped by about 62.4%, from HKD 40.3 million to HKD 15.2 million, primarily due to a significant reduction in orders for children's walkie-talkies[16]. - Revenue from baby monitors increased significantly by 110.0%, from HKD 5.9 million to HKD 12.4 million, driven by higher demand for these products[16]. - Revenue from plastic products rose by 7.1%, from HKD 3.8 million to HKD 4.1 million[16]. - Revenue for the year ended March 31, 2025, was HKD 31,593,000, a decrease of 36.6% from HKD 49,960,000 in 2024[139]. - Gross profit dropped to HKD 2,803,000, down 81.9% from HKD 15,477,000 in the previous year[139]. Financial Condition - The company recorded a loss of HKD 15,200,000 for the year ending March 31, 2025, compared to a profit of HKD 2,000,000 for the year ending March 31, 2024, primarily due to a decline in gross profit margin and increased impairment losses[21]. - The company's net current liabilities increased from approximately HKD 10,200,000 for the year ending March 31, 2024, to approximately HKD 13,700,000 for the year ending March 31, 2025, primarily due to impairment losses recognized under the expected credit loss model[26]. - The company's total liabilities exceeded total assets by HKD 3,054,000 as of March 31, 2025, raising significant doubts about the group's ability to continue as a going concern[124]. - The company's current liabilities exceeded current assets by HKD 13,669,000, indicating liquidity challenges[154]. - The company incurred goodwill impairment losses of HKD 5,713,000 during the year[139]. - The expected credit loss under the impairment model increased to HKD 4,218,000 from HKD 474,000 in the previous year[139]. Corporate Governance - The company is committed to maintaining high standards of corporate governance and business ethics[40]. - The company has adopted the corporate governance code principles and complied with applicable code provisions, with some deviations noted[41]. - The board of directors consists of six members, including three executive directors and three independent non-executive directors[44]. - The company has a structured governance framework with three committees under the board: audit committee, remuneration committee, and nomination committee[42]. - The independent non-executive directors have extensive experience in finance, accounting, and corporate governance[39]. - The board is responsible for maintaining an effective internal control system to safeguard the group's assets and shareholders' interests[71]. Expenses and Cost Management - The company's cost of sales decreased by approximately 16.5%, from HKD 34.5 million to HKD 28.8 million[18]. - Sales and distribution expenses increased from approximately HKD 200,000 for the year ending March 31, 2024, to approximately HKD 400,000 for the year ending March 31, 2025, primarily due to increased marketing expenses[19]. - Administrative expenses rose from approximately HKD 8,800,000 for the year ending March 31, 2024, to approximately HKD 9,000,000 for the year ending March 31, 2025, mainly due to increased transportation costs[20]. Shareholder Information - The board did not recommend the payment of dividends for the year ending March 31, 2025, consistent with the previous year[22]. - The company’s available distributable reserves as of March 31, 2025, were approximately zero Hong Kong dollars, unchanged from the previous year[93]. - The company completed a share placement on October 12, 2023, issuing 143,620,000 new shares at a price of HKD 0.061 per share[31]. - The net proceeds from the share placement amounted to approximately HKD 8,630,000, with about HKD 5,930,000 allocated for general working capital[32]. Audit and Compliance - The independent auditor's report confirmed that the consolidated financial statements fairly reflect the group's financial position as of March 31, 2025[122]. - The audit committee is responsible for reviewing the company's financial reporting system and the effectiveness of its internal control and risk management systems[60]. - The external auditor, Fan Chen & Co., was appointed for the fiscal year ending March 31, 2025, with audit fees amounting to HKD 450,000[75]. Future Outlook and Strategy - The company plans to continue investing in R&D for new product lines and exploring new customer and sales channels[11]. - The company will outsource some manufacturing and operational activities to reduce fixed daily expenses and increase flexibility in fixed cost management[11]. - The board remains optimistic about the potential impacts of the trade war on the company's financial condition and operational performance[12]. - The company will continue to seek and evaluate potential investment opportunities[11].

[Financial Highlights](index=2&type=section&id=Financial%20Highlights) The company reported a significant decline in FY2025 performance, turning from profit to a substantial loss, with revenue decreasing by 36.8% and gross margin sharply contracting FY2025 Performance Summary | Metric | Year Ended March 31, 2025 | Year Ended March 31, 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HKD 31,600 thousand | Approx. HKD 50,000 thousand | -36.8% | | Gross Margin | Approx. 8.9% | Approx. 31.0% | -22.1 percentage points | | Annual (Loss)/Profit | Loss of approx. HKD 15,200 thousand | Profit of approx. HKD 2,000 thousand | Turned from profit to loss | | Basic (Loss)/Earnings Per Share | Loss of approx. 7.49 HK cents | Profit of approx. 1.25 HK cents (restated) | Turned from profit to loss | | Final Dividend | Not recommended | Nil | No change | [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements reveal a significant deterioration in the company's financial health, marked by a shift from profit to loss and a negative equity position [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the company turned from profit to loss, with revenue decreasing by 36.8% to HKD 31,593 thousand and gross profit significantly narrowing, resulting in an annual loss of HKD 15,224 thousand Key Items from Profit or Loss Statement (HKD '000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 31,593 | 49,960 | | Gross Profit | 2,803 | 15,477 | | Impairment Loss on Goodwill | (5,713) | — | | (Loss)/Profit Before Tax | (15,224) | 2,923 | | (Loss)/Profit for the Year | (15,224) | 1,960 | | Basic (Loss)/Earnings Per Share (HK cents) | (7.49) | 1.25 (restated) | [Consolidated Statement of Financial Position](index=5&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the company's financial position deteriorated from net assets to net liabilities, with net current liabilities expanding to HKD 13,669 thousand and total equity turning negative Key Items from Statement of Financial Position (HKD '000) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 10,800 | 16,534 | | Current Assets | 34,542 | 24,734 | | Current Liabilities | 48,211 | 34,959 | | Net Current Liabilities | (13,669) | (10,225) | | Net (Liabilities)/Assets | (3,054) | 6,309 | | Total (Capital Deficiency)/Equity | (3,054) | 6,309 | [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes detail the accounting policies, significant financial items, and critical uncertainties, particularly highlighting the company's severe going concern issues [Basis of Preparation and Accounting Policies](index=6&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) The financial statements are prepared under HKFRS, with significant going concern uncertainties due to net loss, negative operating cash flow, and net current liabilities exceeding assets - The company faces severe going concern challenges, with a net loss for the year, net cash outflow from operations, and net current liabilities and total liabilities exceeding total assets, raising significant doubt about its ability to continue as a going concern[14](index=14&type=chunk) - Management is implementing measures to control operating costs, such as negotiating rent reductions and management salary cuts, and expanding business, but the success of these measures is critical to the validity of the going concern assumption[14](index=14&type=chunk)[16](index=16&type=chunk) [Revenue and Segment Information](index=9&type=section&id=Revenue%20and%20Segment%20Information) Total revenue for the fiscal year decreased by 36.8% to HKD 31,593 thousand, driven by a sharp decline in two-way radio sales, while baby monitors saw significant growth Revenue by Product Segment (HKD '000) | Product | 2025 | 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Two-way Radios | 15,156 | 40,275 | -62.4% | | Baby Monitors | 12,373 | 5,891 | +110.0% | | Plastic Products | 4,064 | 3,794 | +7.1% | | **Total** | **31,593** | **49,960** | **-36.8%** | Revenue by Geographical Region (HKD '000) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 31,160 | 31,273 | | Europe | 385 | 2,498 | | China | — | 15,406 | | Others | 48 | 783 | - Customer concentration is very high, with **Customer A1** and **Customer B1** collectively contributing over **95%** of total revenue, and Customer A1's revenue decreasing from **HKD 30,760 thousand** to **HKD 21,225 thousand**[28](index=28&type=chunk) [Key Profit or Loss Items](index=13&type=section&id=Key%20Profit%20or%20Loss%20Items) Other income significantly increased due to government grants, while finance costs decreased, and staff costs were reduced, with no income tax expense incurred due to the annual loss - Other income increased from **HKD 208 thousand** to **HKD 1,040 thousand**, primarily due to a **HKD 772 thousand** government grant[30](index=30&type=chunk) - Total staff costs, including directors' emoluments, decreased by approximately **38.9%** from **HKD 5,406 thousand** in the previous fiscal year to **HKD 3,303 thousand**[32](index=32&type=chunk) - Due to a pre-tax loss, income tax expense for the current year was **zero**, compared to **HKD 963 thousand** in the prior year[32](index=32&type=chunk) [Loss/Earnings Per Share and Dividends](index=15&type=section&id=Loss%2FEarnings%20Per%20Share%20and%20Dividends) The company reported a loss attributable to owners of HKD 15,224 thousand, resulting in a basic and diluted loss per share of 7.49 HK cents, with no final dividend recommended - The Board does not recommend a final dividend for the current year, consistent with the prior year[37](index=37&type=chunk) Loss/Earnings Per Share Calculation | Item | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | (Loss)/Profit Attributable to Owners of the Company (HKD '000) | (15,224) | 1,961 | | Weighted Average Number of Ordinary Shares ('000 shares) | 203,327 | 157,048 | | Basic and Diluted (Loss)/Earnings Per Share (HK cents) | (7.49) | 1.25 | [Key Asset and Liability Items](index=16&type=section&id=Key%20Asset%20and%20Liability%20Items) Goodwill decreased due to a HKD 5,713 thousand impairment loss, while trade receivables and payables saw significant increases in overdue amounts, indicating deteriorating liquidity - An impairment loss on goodwill of **HKD 5,713 thousand** was recognized during the year, reducing the net carrying amount of goodwill from **HKD 15,855 thousand** to **HKD 10,142 thousand**[43](index=43&type=chunk) - The aging of trade receivables deteriorated, with amounts overdue for over **180 days** surging from **HKD 1,791 thousand** to **HKD 11,144 thousand**[47](index=47&type=chunk) - The aging of trade payables also worsened, with amounts overdue for over **90 days** significantly increasing from **HKD 373 thousand** to **HKD 16,719 thousand**[48](index=48&type=chunk) [Contingent Liabilities and Share Capital](index=20&type=section&id=Contingent%20Liabilities%20and%20Share%20Capital) The company faces a lawsuit regarding a HKD 8,000 thousand debt guarantee, while share capital changes included a new share placement and a share consolidation - The company is involved in a third-party lawsuit claiming approximately **HKD 8,000 thousand** for a debt guarantee and legal costs, with the outcome currently uncertain[50](index=50&type=chunk) - Share capital changes during the year included the placement of **172,350,000** new shares in May 2024 and a five-into-one share consolidation in June 2024[52](index=52&type=chunk)[54](index=54&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the company's operational and financial performance, highlighting key revenue drivers, profitability challenges, and liquidity management [Business Review](index=22&type=section&id=Business%20Review) Total group revenue declined by 36.8% to HKD 31,600 thousand, primarily due to reduced orders for two-way radios, despite strong growth in baby monitor sales - Total revenue decreased by **36.8%**, primarily attributed to reduced orders for two-way radios[55](index=55&type=chunk) Revenue Performance by Business Segment (HKD '000) | Product Segment | 2025 Revenue | Proportion | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Two-way Radios | 15,156 | 48.0% | -62.4% | | Baby Monitors | 12,373 | 39.2% | +110.0% | | Plastic Products | 4,064 | 12.8% | +7.1% | [Financial Review](index=23&type=section&id=Financial%20Review) The group's financial performance significantly deteriorated, with gross margin sharply declining and a shift from profit to a substantial loss due to impairment and credit losses - Gross margin significantly decreased from **31.0%** to **8.9%**, primarily due to increased material costs and reduced sales of high-margin two-way radio products[57](index=57&type=chunk) - The company turned from profit to loss, recording a **HKD 15,200 thousand** loss, mainly due to declining gross margin, a **HKD 5,700 thousand** goodwill impairment loss, and a **HKD 4,200 thousand** expected credit loss[60](index=60&type=chunk) [Liquidity and Financial Resources](index=24&type=section&id=Liquidity%20and%20Financial%20Resources) The group's liquidity position tightened, with net current liabilities expanding, cash balances decreasing, and the debt-to-equity ratio worsening significantly due to the annual loss - Net current liabilities increased from **HKD 10,200 thousand** to **HKD 13,700 thousand**, intensifying liquidity pressure[65](index=65&type=chunk) - The debt-to-equity ratio (total liabilities/total equity) worsened from **151.1%** to **-291.6%**, primarily due to the year's loss resulting in negative equity[66](index=66&type=chunk) - As of March 31, 2025, the group's bank balances and cash were approximately **HKD 4,100 thousand**, a decrease from **HKD 4,800 thousand** in the prior year[65](index=65&type=chunk) [Significant Events and Future Plans](index=23&type=section&id=Significant%20Events%20and%20Future%20Plans) The group had no major investments or disposals during the year, with capital commitments for machinery purchases and funds raised from share placements used for debt repayment and working capital - No significant investments, acquisitions, or disposals of subsidiaries occurred during the year, nor are there related future plans[62](index=62&type=chunk) - As of March 31, 2025, the company had capital commitments of **HKD 1,700 thousand** for machinery purchases[69](index=69&type=chunk) - The company completed two new share placements (Placing 1 and 2), with the net proceeds fully utilized as planned for working capital, loan repayment, and machinery purchases[71](index=71&type=chunk)[73](index=73&type=chunk) [Corporate Governance and Other Disclosures](index=27&type=section&id=Corporate%20Governance%20and%20Other%20Disclosures) This section outlines the company's adherence to corporate governance standards and provides details on the audit committee's review and the auditor's report, including going concern uncertainties [Corporate Governance Practices](index=27&type=section&id=Corporate%20Governance%20Practices) The company maintains high corporate governance standards, complying with GEM Listing Rules, and did not engage in any share buybacks or redemptions during the year - For the year ended March 31, 2025, the company consistently complied with the code provisions outlined in the Corporate Governance Code[74](index=74&type=chunk) - During the year, neither the company nor its subsidiaries engaged in any purchase, sale, or redemption of the company's listed securities[76](index=76&type=chunk) [Audit Committee and Auditor's Report](index=28&type=section&id=Audit%20Committee%20and%20Auditor%27s%20Report) The Audit Committee reviewed the annual results, and the external auditor highlighted significant going concern uncertainties due to the group's net loss and negative financial position - The Audit Committee, comprising three independent non-executive directors, oversees financial reporting and internal controls[79](index=79&type=chunk) - The external auditor's report explicitly highlighted "Material Uncertainty Related to Going Concern," noting that the company's net loss and net current liabilities raise significant doubt about its ability to continue as a going concern, though no modified opinion was issued on this matter[80](index=80&type=chunk)

Financial Performance - For the six months ended September 30, 2024, the company's revenue was approximately HKD 15,500,000, a decrease of about 4.5% compared to HKD 16,200,000 for the same period in 2023[19] - The loss attributable to owners for the six months ended September 30, 2024, was approximately HKD 1,300,000, compared to a profit of approximately HKD 3,700,000 for the same period in 2023[19] - The basic and diluted loss per share for the six months ended September 30, 2024, was approximately HKD 0.45, compared to earnings of HKD 0.52 per share for the same period in 2023[19] - For the six months ended September 30, 2024, the group reported total revenue of HKD 15,512,000, a decrease of 5.3% compared to HKD 16,235,000 for the same period in 2023[74] - Gross profit for the same period was HKD 2,875,000, representing an increase of 6.8% from HKD 2,692,000 in 2023[74] - The group incurred a loss before tax of HKD 1,175,000, compared to a profit before tax of HKD 3,847,000 in the previous year[74] - The net loss attributable to owners of the company for the period was HKD 1,308,000, compared to a profit of HKD 3,721,000 in 2023[76] - Total comprehensive loss for the period was HKD 1,308,000, compared to a total comprehensive income of HKD 1,715,000 in the same period last year[76] Revenue Breakdown - Revenue from two-way radios increased by approximately 65.3% to HKD 15,100,000 for the six months ended September 30, 2024, from HKD 9,100,000 for the same period in 2023[23] - Revenue from baby monitors dropped significantly to zero from HKD 5,900,000 for the same period in 2023, a decrease of 100%[23] - Revenue from plastic products decreased by approximately 59.1% to HKD 400,000 for the six months ended September 30, 2024, from HKD 1,000,000 for the same period in 2023[23] - Revenue from external customers in Asia for the six months ended September 30, 2024, was HKD 15,112,000, down 4.2% from HKD 15,769,000 in 2023[117] - Other income decreased significantly to HKD 388,000 in 2024 from HKD 4,436,000 in 2023, a decline of 91.2%[119] Cost and Expenses - The group's sales cost decreased by approximately 6.7% from HKD 13,500,000 for the six months ended September 30, 2023, to HKD 12,600,000 for the six months ended September 30, 2024, while the gross profit margin increased from about 16.6% to approximately 18.5%[30] - Selling and distribution expenses rose from approximately HKD 40,000 to about HKD 430,000, primarily due to increased marketing expenses[31] - The total employee costs for the six months ended September 30, 2024, were approximately HKD 1,500,000, down from HKD 2,000,000 for the same period in 2023[49] - Financing costs decreased to HKD 23,000 in 2024 from HKD 158,000 in 2023, a reduction of 85.4%[122] - The cost of inventory recognized as an expense was HKD 12,630,000 for the six months ended September 30, 2024, down from HKD 13,509,000 in 2023[123] Equity and Liabilities - As of September 30, 2024, the company's equity attributable to owners was approximately HKD 10,900,000, an increase of about 71.2% from HKD 6,400,000 as of March 31, 2023[36] - The group's debt-to-asset ratio improved to approximately 93.1% as of September 30, 2024, down from about 158.6% as of March 31, 2024[38] - Current liabilities rose to HKD 38,313,000 from HKD 34,959,000, resulting in a net current liability of HKD 5,776,000[80] - The company's current liabilities exceeded its current assets by HKD 5,776,000, raising significant doubts about its ability to continue as a going concern[97] - The company's total liabilities as of September 30, 2024, included trade and other payables of HKD 28,200,000, up from HKD 24,950,000 as of March 31, 2024, an increase of 9.0%[139] Cash Flow - For the six months ended September 30, 2024, the net cash used in operating activities was HKD (7,009,000), compared to HKD (1,329,000) for the same period in 2023, indicating a significant increase in cash outflow[86] - The net cash generated from financing activities was HKD 5,770,000, a recovery from a cash outflow of HKD (135,000) in the previous year[86] - As of September 30, 2024, the company's cash and cash equivalents decreased to HKD 3,609,000 from HKD 5,048,000 in the prior year, reflecting a decline of approximately 28.5%[86] - The company reported a net cash decrease of HKD 1,239,000 for the period, compared to a decrease of HKD 1,375,000 in the same period last year[86] Corporate Governance and Compliance - The company has adhered to the corporate governance code as per GEM listing rules during the six months ending September 30, 2024[64] - The company has confirmed compliance with the trading standards and code of conduct for directors during the six months ending September 30, 2024[65] - The company did not redeem any of its shares during the six months ending September 30, 2024, nor did it purchase or sell any listed securities[67] - The company did not declare any dividends for the six months ended September 30, 2024[47] - The company did not recommend any dividend for the six months ended September 30, 2024, consistent with 2023[132] Future Plans and Investments - The company plans to enhance its product portfolio and strengthen information management systems and marketing to develop existing businesses[28] - The company will continue to invest in R&D for new product lines and seek new customers and sales channels[28] - The company aims to diversify its revenue sources and expects this to contribute to revenue growth[28] - The company will continue to explore and evaluate potential investment opportunities[28] - The company is expanding its business through the acquisition of new product lines[97] Share Capital and Options - A new placement agreement was signed on April 12, 2024, to issue up to 172,350,000 new shares at a price of HKD 0.034 per share, which was completed on May 8, 2024[53] - The total number of options and rewards available for issuance under the new share option plan is 17,235,127 shares, representing approximately 8.3% of the company's issued share capital[69] - The new share option plan aims to incentivize participants by granting options or rewards, effective for 10 years from its adoption date[68] - The company completed a placement of 172,350,000 new shares at a price of HKD 0.034 per share on May 8, 2024, increasing its issued share capital[147] Assets and Receivables - The group's current assets increased to HKD 32,537,000 as of September 30, 2024, up from HKD 24,734,000 as of March 31, 2024[78] - Trade receivables increased to HKD 25,435,000 as of September 30, 2024, compared to HKD 17,563,000 as of March 31, 2024, representing a growth of 45.1%[134] - Total trade and other receivables amounted to HKD 27,982,000 as of September 30, 2024, up from HKD 19,022,000 as of March 31, 2024, indicating a rise of 47.2%[134] - The aging analysis of trade receivables shows that amounts overdue by more than 180 days increased to HKD 6,981,000 from HKD 1,791,000, reflecting a significant increase of 289.5%[136] Other Information - The company had no major investments or capital asset plans as of the report date[46] - As of September 30, 2024, the company had no significant contingent liabilities[41] - The company has access to credit financing of approximately HKD 10,000,000 from related parties, which has not yet been drawn down[97] - Management is actively monitoring financial performance and liquidity, implementing cost control measures including rent negotiations and salary reductions[97] - The financial statements were prepared in accordance with Hong Kong Financial Reporting Standards, with no significant changes in accounting policies compared to the previous year[91] - The fair value of trade and other receivables, bank balances, and trade and other payables is similar to their carrying amounts as of September 30, 2024[106] - The company has not reported any significant events after September 30, 2024, up to the report date[72] - The board approved the unaudited interim financial statements on November 29, 2024[155]

Financial Performance - For the six months ended September 30, 2024, the company's revenue was approximately HKD 15,500,000, a decrease of about 4.5% compared to HKD 16,200,000 for the same period in 2023[19] - The loss attributable to owners of the company for the six months ended September 30, 2024, was approximately HKD 1,300,000, compared to a profit of approximately HKD 3,700,000 for the same period in 2023[19] - Basic and diluted loss per share for the six months ended September 30, 2024, was approximately HKD 0.45 cents, compared to earnings of HKD 0.52 cents for the same period in 2023[19] - Revenue for the six months ended September 30, 2024, was HKD 15,512,000, a decrease of 4.5% compared to HKD 16,235,000 for the same period in 2023[26] - The company reported a total comprehensive income of HKD 10,861 thousand for the six months ended September 30, 2024, compared to HKD 5,001 thousand for the same period in 2023[83] - The company incurred a loss of HKD 1,308,000 for the six months ended September 30, 2024, compared to a profit of HKD 3,721,000 in the prior year, reflecting a significant decline[76] Revenue Breakdown - The revenue from two-way radios increased by approximately 65.3% from HKD 9,100,000 for the six months ended September 30, 2023, to approximately HKD 15,100,000 for the same period in 2024[23] - Revenue from baby monitors significantly decreased to zero from HKD 5,900,000 for the six months ended September 30, 2023, due to a reduction in purchase orders from customers[23] - Revenue from plastic products decreased by approximately 59.1% from HKD 1,000,000 for the six months ended September 30, 2023, to approximately HKD 400,000 for the same period in 2024[23] - Revenue from other products decreased to zero from HKD 200,000 for the six months ended September 30, 2023, primarily due to reduced demand[24] - Total revenue from external customers for the six months ended September 30, 2024, was HKD 15,512,000, a decrease of 4.4% from HKD 16,235,000 for the same period in 2023[108] Cost and Profitability - The sales cost decreased by approximately 6.7% from HKD 13,500,000 for the six months ended September 30, 2023, to HKD 12,600,000 for the same period in 2024[30] - Gross profit margin increased from approximately 16.6% for the six months ended September 30, 2023, to approximately 18.5% for the same period in 2024[30] - Gross profit for the same period was HKD 2,875,000, an increase from HKD 2,692,000 year-over-year, indicating a growth of about 6.8%[74] - The cost of inventory recognized as an expense was approximately HKD 12,630,000 for the six months ended September 30, 2024, down from HKD 13,509,000 in the same period of 2023, indicating a reduction of about 6.5%[136] Cash Flow and Liquidity - The net cash used in operating activities for the six months ended September 30, 2024, was HKD (7,009) thousand, compared to HKD (1,329) thousand for the same period in 2023[86] - The net cash generated from financing activities for the six months ended September 30, 2024, was HKD 5,770 thousand, while it was HKD (135) thousand in the previous year[86] - The cash and cash equivalents at the end of the period decreased to HKD 3,609 thousand from HKD 5,048 thousand year-on-year[86] - As of September 30, 2024, the group's current liabilities exceeded current assets by HKD 5,776,000, with cash and cash equivalents amounting to HKD 3,609,000, raising significant doubts about the group's ability to continue as a going concern[97] Share Capital and Financing - The net proceeds from the share placement completed on October 12, 2023, amounted to HKD 8,630,000, allocated for general working capital, repayment of other loans, and machinery purchases[51][53] - A second share placement agreement was signed on April 12, 2024, with a maximum of 172,350,000 new shares to be placed at HKD 0.034 per share, completed on May 8, 2024[53] - The net proceeds from the second share placement amounted to HKD 5,770,000, with approximately HKD 2,480,000 allocated for general working capital and HKD 1,000,000 for loans to subsidiaries[54] - The company completed a placement of 172,350,000 new shares at a price of HKD 0.034 per share on May 8, 2024, increasing the issued share capital[147] Corporate Governance and Compliance - The company maintained compliance with the GEM Listing Rules and corporate governance codes throughout the six months ended September 30, 2024[64] - The company did not repurchase any of its listed securities during the six months ended September 30, 2024[67] - The board approved and authorized the publication of the unaudited interim financial statements on November 29, 2024[155] Employee and Operational Costs - Total employee costs for the six months ended September 30, 2024, were approximately HKD 1,500,000, down from HKD 2,000,000 for the same period in 2023[49] - The group is actively taking measures to control operating costs, including negotiating rent reductions and implementing management salary cuts[97] Other Key Information - The company has no significant investments or capital asset plans as of September 30, 2024[46] - The company was incorporated in the Cayman Islands and primarily engages in the manufacturing and trading of two-way radios, baby monitors, and plastic products[88] - The company reported no tax provision for the six months ended September 30, 2024, as there were no taxable profits generated in China[125] - The company had no acquisitions of property, plant, or equipment during the six months ended September 30, 2024, maintaining the same status as the previous year[133]

Financial Performance - The company reported a revenue decrease of approximately 24.8%, from HKD 66.4 million for the year ended March 31, 2023, to HKD 50 million for the year ended March 31, 2024[9]. - The group reported no charitable donations during the year, maintaining a total of zero Hong Kong dollars[123]. - Revenue for the year ended March 31, 2024, was HKD 49,960,000, a decrease of 24.8% from HKD 66,397,000 in 2023[152]. - Gross profit increased to HKD 15,477,000, up 66.5% from HKD 9,316,000 in the previous year[152]. - The company reported a net profit of HKD 1,960,000 compared to a net loss of HKD 26,448,000 in 2023, marking a significant turnaround[152]. - Total comprehensive income for the year was HKD 3,252,000, compared to a loss of HKD 32,113,000 in 2023[152]. - The company reported a pre-tax profit of HKD 2,923,000 for the year ended March 31, 2024, compared to a loss of HKD 26,374,000 in the previous year, indicating a significant turnaround in performance[161]. - The company experienced a decrease in inventory by HKD 948,000, compared to a reduction of HKD 12,709,000 in the previous year, indicating a tightening of inventory management[164]. Debt and Assets - The company successfully reversed its net debt situation, recording a net asset value of HKD 6.3 million as of March 31, 2024[9]. - The group's current liabilities net value decreased from approximately HKD 22,000,000 to about HKD 10,200,000, primarily due to revenue recognition related to contract liabilities[30]. - The group's debt-to-equity ratio improved to approximately 151.1% from a negative 231.9% in the previous year, indicating a shift from negative net liabilities to positive net assets[31]. - The company's equity attributable to owners increased to HKD 6,395,000 from a deficit of HKD 5,618,000 in 2023[156]. - The company issued new shares, raising HKD 52,841,000 during the year, contributing to the increase in equity[159]. Revenue Sources and Product Development - The company aims to diversify its revenue sources and improve profitability by introducing new product categories and providing design services[12]. - Revenue from two-way radios decreased by approximately 33.1% from about HKD 60,200,000 to about HKD 40,300,000 due to a reduction in procurement orders from customers[17]. - Revenue from baby monitors significantly increased from approximately HKD 47,000 to about HKD 5,900,000, driven by increased demand for these products[17]. - Revenue from plastic products rose by approximately 33.4% from about HKD 2,800,000 to about HKD 3,800,000[17]. - The company is focused on expanding its market presence and enhancing product offerings, particularly in the two-way radio and communication device sectors[166]. Corporate Governance - The company is committed to maintaining high standards of corporate governance and business ethics[45]. - The board of directors is responsible for strategy formulation, performance monitoring, and risk management, supported by three committees: Audit, Remuneration, and Nomination[47]. - The company has adhered to the GEM Listing Rules and the Corporate Governance Code throughout the fiscal year ending March 31, 2024[46]. - The board consists of six members, including three executive directors and three independent non-executive directors[49]. - The company has confirmed compliance with the trading code for directors during the fiscal year ending March 31, 2024[48]. - The board has adopted a written terms of reference for its corporate governance functions, which include reviewing and monitoring compliance with legal and regulatory requirements[61]. - The board is committed to balancing the long-term value creation for shareholders with the interests of broader stakeholders[51]. - The company has established a policy for regular training and continuous professional development for directors and senior management[61]. Financial Reporting and Audit - The company adheres to Hong Kong Financial Reporting Standards and believes it has selected and applied appropriate accounting policies[77]. - The audit aimed to provide reasonable assurance that the consolidated financial statements are free from material misstatement[146]. - The auditor's report is based on evidence obtained up to the date of the report, but future events may affect the group's ability to continue as a going concern[151]. - The overall presentation, structure, and content of the consolidated financial statements, including disclosures, were evaluated for fairness[151]. - The company must ensure that the consolidated financial statements reflect a true and fair view in accordance with the Hong Kong Financial Reporting Standards[144]. Going Concern and Liquidity - As of March 31, 2024, the group's current liabilities exceeded current assets by HKD 10,225,000, with total cash and cash equivalents amounting to HKD 4,848,000, raising significant doubts about the group's ability to continue as a going concern[136]. - The validity of the going concern assumption depends on the successful outcome of measures taken by the company's directors, which are yet to be completed or implemented[178]. - Management is closely monitoring the group's financial performance and liquidity, implementing cost control measures including rent negotiations and management salary reductions[181]. Shareholder Engagement - The company conducted 4 shareholder meetings during the year, ensuring active engagement with shareholders[52]. - The company maintains a communication strategy with shareholders through various channels, including annual general meetings and reports[86]. - The company is committed to timely, fair, accurate, and complete disclosure of information to enable informed decision-making by shareholders and the public[93].

Financial Performance - For the fiscal year ending March 31, 2024, the group's revenue was approximately HKD 49,960,000, a decrease of about 24.8% compared to HKD 66,397,000 for the fiscal year ending March 31, 2023[15]. - The gross profit margin for the fiscal year ending March 31, 2024, was approximately 31%, compared to 14% for the previous year[15]. - The group recorded a profit of approximately HKD 1,960,000 for the fiscal year ending March 31, 2024, compared to a loss of approximately HKD 26,448,000 for the fiscal year ending March 31, 2023[16]. - Basic earnings per share for the fiscal year ending March 31, 2024, were approximately HKD 0.1905, compared to a basic loss per share of HKD 0.0093 for the previous year[15]. - The total comprehensive income for the fiscal year ending March 31, 2024, was HKD 3,252,000, compared to a total comprehensive loss of HKD 32,113,000 for the previous year[16]. - The group reported a net loss of HKD 3,052,000 from other income/expenses for the fiscal year ending March 31, 2024, compared to a net gain of HKD 90,000 for the previous year[16]. - The group recognized a net loss of HKD 1,961,000 for the year ended March 31, 2024, compared to a loss of HKD 26,300,000 for the year ended March 31, 2023[85]. - The group incurred a pre-tax loss of HKD 26,374,000, with sales and distribution expenses amounting to HKD 149,000[55]. Expenses and Costs - The group’s administrative expenses decreased from HKD 12,256,000 to HKD 8,790,000 for the fiscal year ending March 31, 2024[16]. - Financing costs decreased from HKD 576,000 to HKD 259,000 for the fiscal year ending March 31, 2024[16]. - Total employee costs decreased from HKD 9,129,000 for the year ended March 31, 2023, to HKD 5,406,000 for the year ended March 31, 2024[80]. - Selling and distribution expenses rose from approximately HKD 100,000 for the year ended March 31, 2023, to approximately HKD 200,000 for the year ended March 31, 2024, primarily due to increased logistics costs[103]. - The group's cost of sales decreased by approximately 39.6% from HKD 57,100,000 for the year ending March 31, 2023, to approximately HKD 34,500,000 for the year ending March 31, 2024, resulting in an increase in gross margin from approximately 14.0% to approximately 31.0%[129]. Revenue Breakdown - Total revenue for the year was HKD 49,960,000, with the two-way radio segment contributing HKD 40,275,000[36]. - Revenue from baby monitors significantly increased from approximately HKD 47,000 for the year ended March 31, 2023, to approximately HKD 5,900,000 for the year ended March 31, 2024, due to increased demand[99]. - Revenue from other communication equipment dropped 100% from approximately HKD 3,300,000 for the year ended March 31, 2023, to zero for the year ended March 31, 2024, due to decreased demand[100]. - Revenue from two-way radios decreased by approximately 33.1% from HKD 60,200,000 for the year ending March 31, 2023, to approximately HKD 40,300,000 for the year ending March 31, 2024, due to a reduction in procurement orders received from customers[127]. - Revenue from plastic products increased by approximately 33.4% from HKD 2,800,000 for the year ending March 31, 2023, to approximately HKD 3,800,000 for the year ending March 31, 2024[128]. Goodwill and Impairment - The group incurred a goodwill impairment loss of HKD 34,227,000 in the previous fiscal year, which was not present in the current fiscal year[16]. - The goodwill recorded was HKD 679,000, down from HKD 15,855,000 in 2023, reflecting potential impairment[19]. - The goodwill generated from the acquisition of Fook Cheung Overseas Limited amounted to HKD 50,082,000, allocated to the cash-generating unit representing the entire business of Fook Cheung Overseas[67]. Liquidity and Financial Position - Current liabilities decreased to HKD 10,225,000 from HKD 21,986,000, indicating improved liquidity[18]. - The company’s total equity increased to HKD 6,309,000 from a deficit of HKD 5,703,000 in the previous year[18]. - As of March 31, 2024, the group's current liabilities exceeded current assets by HKD 10,225,000, with cash and cash equivalents amounting to HKD 4,848,000, raising significant doubts about the group's ability to continue as a going concern[47]. - The independent auditor's report indicates that the consolidated financial statements fairly reflect the group's financial position as of March 31, 2024, but notes a significant uncertainty regarding the group's ability to continue as a going concern due to current liabilities exceeding current assets by HKD 10,225,000[152]. Corporate Governance and Future Plans - The group has established a corporate governance framework and policies to enhance the board's governance and oversight capabilities[133]. - The company is focused on expanding its product lines in two-way radios, baby monitors, and other communication devices[39]. - The group plans to continue exploring market expansion opportunities and new product development strategies in the upcoming fiscal year[14]. - The company has adopted the corporate governance code as per GEM listing rules and will regularly review and improve its governance practices[146][147]. Share Placement and Financing - The company completed a placement agreement on April 12, 2024, issuing 172,350,000 new shares at HKD 0.034 per share, raising net proceeds of HKD 5,772,000[29]. - A placement agreement was entered into on April 12, 2024, to place up to 172,350,000 new shares at a price of HKD 0.034 per share[122]. - The group has a total credit financing from related companies amounting to approximately HKD 10,000,000, which has not been drawn down as of the report date[48]. Taxation - The effective tax rate for the group is 16.5% for profits exceeding HKD 2,000,000, with a total tax expense of HKD 963,000 reported[61]. Dividends - The group did not declare or recommend any final dividends for the reporting period, consistent with the previous year[83]. - The board does not recommend the payment of a dividend for the year ending March 31, 2024, compared to zero dividend for the previous year[106]. Accounting Standards - The group has not applied the revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective, and is currently assessing their potential impact[44]. - The company has implemented new accounting standards that did not significantly impact the financial performance for the current and prior years[40]. Management and Monitoring - Management is actively monitoring the group's financial performance and liquidity, implementing cost control measures including rent negotiations and salary reductions[49].

Financial Performance - For the six months ended September 30, 2023, the company's revenue was approximately HKD 16,200,000, a decrease of about 72.3% compared to approximately HKD 58,600,000 for the same period in 2022[19] - The profit attributable to owners for the six months ended September 30, 2023, was approximately HKD 3,700,000, compared to approximately HKD 2,900,000 for the same period in 2022[19] - The basic and diluted earnings per share for the six months ended September 30, 2023, was approximately HKD 0.52, an increase from HKD 0.43 for the same period in 2022[19] - The gross profit for the six months ended September 30, 2023, was HKD 2,692 thousand, compared to HKD 8,452 thousand for the same period in 2022, reflecting a significant decline[78] - The total comprehensive income for the six months ended September 30, 2023, was HKD 1,715 thousand, compared to HKD 3,815 thousand for the same period in 2022, indicating a decline of 55%[80] - The net profit attributable to owners for the three months ended September 30, 2023, was HKD 3,907 thousand, down from HKD 6,793 thousand in the same period of 2022, representing a 43% decrease[80] Revenue Breakdown - Revenue from two-way radios decreased by approximately 65.9% to about HKD 9,100,000 for the six months ended September 30, 2023, down from approximately HKD 26,800,000 in the same period in 2022[23] - Revenue from baby monitors significantly increased to approximately HKD 5,900,000 for the six months ended September 30, 2023, from about HKD 100,000 in the same period in 2022, representing a growth of 5,457.5%[23] - Revenue from plastic products increased to approximately HKD 1,000,000 for the six months ended September 30, 2023, from zero in the same period in 2022, marking a 100% increase[23] - Revenue from other products decreased by approximately 99.3% to about HKD 200,000 for the six months ended September 30, 2023, down from approximately HKD 31,700,000 in the same period in 2022[24] Cost Management - Sales cost decreased by approximately 73.0% from HKD 50,200,000 for the six months ended September 30, 2022, to HKD 13,500,000 for the six months ended September 30, 2023[30] - Administrative expenses reduced from approximately HKD 7,400,000 to approximately HKD 3,500,000, attributed to the successful restructuring plan[38] - Total employee costs decreased from approximately HKD 5,000,000 to HKD 2,000,000[51] - The cost of inventory recognized as an expense for the six months ended September 30, 2023, was approximately HKD 13,509,000, compared to HKD 45,206,000 for the same period in 2022[158] Strategic Initiatives - The company plans to enhance its product portfolio and strengthen information management systems and marketing efforts, continuing to invest in R&D for new product lines[28] - The company will outsource some manufacturing and operational activities to reduce fixed daily expenses and improve flexibility in fixed cost management[28] - The company aims to diversify revenue sources and expects this strategy to contribute to revenue growth[28] - The company has identified opportunities for market expansion and new product development, particularly in the two-way radio and baby monitor segments, to drive future growth[128] - The management is focused on improving operational efficiency and reducing costs to enhance profitability in the upcoming quarters[134] Financial Position - Cash and bank balances decreased from approximately HKD 8,400,000 to approximately HKD 5,000,000[35] - Current liabilities net value decreased from approximately HKD 22,000,000 to approximately HKD 20,000,000[39] - Equity deficit attributable to owners decreased by approximately 30.5% from HKD 5,600,000 to HKD 3,900,000[39] - The company's debt-to-equity ratio was approximately -293.2% as of September 30, 2023, compared to -231.9% as of March 31, 2023[40] - The group reported a total borrowing of HKD 8,551,000 as of September 30, 2023, slightly down from HKD 8,686,000 as of March 31, 2023[168] Shareholder Information - The company completed a placement of 143,620,000 new shares at a price of HKD 0.061 per share on October 12, 2023[52] - The company reported a total of 38,400,000 new ordinary shares to be issued under the share option plan, representing approximately 5.4% of the issued share capital as of September 30, 2023[74] - As of September 30, 2023, the beneficial ownership of shares included 113,636,364 shares held by Ms. Wang, representing 15.82% of the company[59] - The company has a total of 90,997,600 shares held by SMK Investment Company Limited, representing 15.20% of the company[59] Compliance and Governance - The company confirmed compliance with the corporate governance code throughout the six-month period ending September 30, 2023[69] - The company’s board of directors confirmed adherence to the trading code of conduct during the six-month period ending September 30, 2023[64] - The company has adopted the GEM Listing Rules as its code of conduct for securities trading by directors[70] - The unaudited interim financial statements have been reviewed by the audit committee, ensuring compliance with relevant accounting standards[109] Post-Reporting Events - No significant events occurred after September 30, 2023, up to the report date[77] - There were no significant post-reporting date events from September 30, 2023, to the date of this interim report[184]