股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: F8企業(控股)集團有限公司 呈交日期: 2025年10月2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) | 08347 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 200,000,000 | HKD | | 0.1 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 200,000,000 | HKD | | 0.1 | HKD | | 20,000,000 | 本月底法定/註 ...

致：香港交易及結算所有限公司 公司名稱: F8企業(控股)集團有限公司 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8月31日 狀態: 新提交 呈交日期: 2025年9月3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) | 08347 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 200,000,000 | HKD | | 0.1 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 200,000,000 | HKD | | 0.1 | HKD | | 20,000,000 | 本月底法定/註冊 ...

Group 1 - The core viewpoint of the news highlights the significant stock performance of F8 Enterprises, with a recent increase of 17.04% and a year-to-date rise of 80%, outperforming the Hang Seng Index by 24.48% [1] - As of March 31, 2025, F8 Enterprises reported total revenue of 319 million HKD, a year-on-year growth of 19.25%, and a net profit attributable to shareholders of -761,300 HKD, reflecting a substantial increase of 90.46% [1] - The company maintains a gross profit margin of 5.02% and a debt-to-asset ratio of 33.89% [1] Group 2 - Currently, there are no institutional investment ratings for F8 Enterprises [2] - In terms of industry valuation, the average price-to-earnings (P/E) ratio for the oil and gas sector is -1.07, with a median of 1.65. F8 Enterprises has a P/E ratio of -22.5, ranking 29th in the industry [2] - F8 Enterprises is a publicly listed company on the Hong Kong Stock Exchange, focusing on the transportation and sales of diesel and related products in Hong Kong and mainland China, with a strong emphasis on safe transportation solutions [2]

本 中 文 譯 本 僅 供 參 考 之 用。 如 中 文 譯 本 之 文 義 與 英 文 原 文 有 歧 異 之 處，概 以 英 文 原 文 為 準。 公 司 法（經 修 訂） 獲 豁 免 股 份 有 限 公 司 F8 Enterprises (Holdings) Group Limited F8企 業（控 股）集 團 有 限 公 司 經 第 二 次 修 訂 及 重 列 的 組 織 章 程 大 綱 （根 據2025年8月11日 通 過 的 特 別 決 議 採 納，自2025年8月11日 起 生 效） 1. 本 公 司 名 稱 為F8 Enterprises (Holdings) Group Limited F8企 業（控 股）集 團 有 限 公 司。 2. 本 公 司 的 註 冊 辦 事 處 為Conyers Trust Company (Cayman) Limited的 辦 事 處， 地 址 為Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands。 3. 在 本 大 綱 下 列 條 文 的 規 ...

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 的 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或 任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本公司董事會欣然宣佈，於股東週年大會上提呈的所有決議案（「決議案」）均獲股 東以投票表決方式正式通過。 於股東週年大會日期，本公司已發行股份總數為137,520,190股每股面值0.1港元的 股份，即賦予持有人出席股東週年大會並投票贊成或反對大會上所提呈的所有決 議案的股份總數。概無任何股份賦予其持有人權利出席股東週年大會但須根據香 港聯合交易所有限公司GEM證券上市規則（「GEM上市規則」）第17.47A條所載放棄 投 票 。 概 無 股 東 須 於 股 東 週 年 大 會 上 就 所 提 呈 的 任 何 決 議 案 在 投 票 中 有 任 何 限 制。概無股東於通函中表示其有意於股東週年大會上投票反對任何決議案或就此 放棄投票。 本公司的香港股份過戶登記分處寶德隆證券登記有限公司於股東週年大會上擔任 點票監察員。 執行董事方俊文先生，太 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: F8企業(控股)集團有限公司 呈交日期: 2025年8月6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) | 08347 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 200,000,000 | HKD | | 0.1 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 200,000,000 | HKD | | 0.1 | HKD | | 20,000,000 | 本月底法定/註冊 ...

Group 1 - The core viewpoint of the news highlights the recent performance of F8 Enterprises, which saw a significant increase in its stock price by 20.19% on August 6, closing at HKD 0.125 per share, despite a cumulative decline of 5.45% over the past month [1][2] - F8 Enterprises has shown a year-to-date increase of 38.67%, outperforming the Hang Seng Index's growth of 24.14% [2] - Financial data indicates that for the fiscal year ending March 31, 2025, F8 Enterprises achieved total revenue of HKD 319 million, reflecting a year-on-year growth of 19.25%, while the net profit attributable to shareholders was a loss of HKD 761,300, but this represented a significant improvement of 90.46% year-on-year [2] Group 2 - Currently, there are no institutional investment ratings for F8 Enterprises, and its price-to-earnings (P/E) ratio stands at -17.34, ranking 30th in its industry [3] - The average P/E ratio for the oil and gas industry is -1.41, with a median of 1.72, indicating that F8 Enterprises is underperforming compared to its peers [3] - F8 Enterprises is a Hong Kong-listed company focused on the transportation and sale of diesel and related products, serving the construction industry with a well-established management team and a fleet of diesel tankers [3]

[Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) [Performance Overview and Outlook](index=6&type=section&id=Chairman's%20Statement) The Chairman's report highlights 19.2% revenue growth and a significant reduction in net loss to 0.8 million HKD for FY2025, driven by diesel sales and cost efficiencies, with an optimistic market outlook due to infrastructure investments Key Financial Performance | Indicator | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | Approx. 345.8 million HKD | Approx. 290.0 million HKD | +19.2% | | **Net Loss** | Approx. 0.8 million HKD | Approx. 8.6 million HKD | -90.7% | - Key drivers for the reduction in net loss include increased diesel sales and transportation business, reversal of expected credit loss provisions for financial assets, reduced other losses, and lower finance costs[19](index=19&type=chunk) - The company maintains an optimistic market outlook, primarily due to stable public infrastructure investments in Hong Kong, such as railway network expansion and the airport's third runway project, which are expected to drive diesel demand[24](index=24&type=chunk) - As of March 31, 2025, the Group operates 8 diesel tank trucks, 1 marine diesel barge, 1 vessel, and 1 tugboat to support its business operations[20](index=20&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) [Business and Industry Review](index=8&type=section&id=BUSINESS%20REVIEW) The Group's core business involves selling and transporting diesel and related products in Hong Kong, primarily to construction companies, with diesel sales accounting for 98.5% of FY2025 revenue, maintaining an optimistic market outlook due to stable economic growth and infrastructure investments - The Group's primary business is the sale and transportation of diesel, marine diesel, and lubricants in Hong Kong, mainly serving construction companies that require diesel for their engineering machinery operations[28](index=28&type=chunk) Revenue Contribution by Product Category | Product Category | FY2025 Revenue Contribution | FY2024 Revenue Contribution | | :--- | :--- | :--- | | Diesel | 98.5% | 98.2% | | Marine Diesel | 1.0% | 1.3% | | Lubricants | 0.5% | 0.5% | - Stable public infrastructure investments in Hong Kong, including railway expansion and the airport's third runway project, provide an optimistic outlook for the diesel and marine diesel sales market[35](index=35&type=chunk) [Financial Review](index=10&type=section&id=FINANCIAL%20REVIEW) In FY2025, the Group's revenue grew 19.2% to 345.8 million HKD, with gross profit increasing to 17.4 million HKD and net loss significantly narrowing to 0.8 million HKD, driven by revenue growth, expected credit loss reversals, and reduced finance costs Key Financial Performance Summary | Financial Indicator | FY2025 (million HKD) | FY2024 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | 345.8 | 290.0 | +19.2% | | **Cost of Sales** | 328.4 | 275.7 | +19.1% | | **Gross Profit** | 17.4 | 14.3 | +21.7% | | **Gross Profit Margin** | 5.0% | 4.9% | +0.1pp | | **Loss for the Year** | (0.8) | (8.6) | -90.7% | - Revenue growth is primarily attributed to increased demand and sales volume from construction and logistics clients[40](index=40&type=chunk) - Other income decreased from **5.5 million HKD** to **2.0 million HKD**, mainly due to reduced transportation service fees and diesel vehicle rental income[46](index=46&type=chunk) - The significant narrowing of net loss was primarily driven by increased diesel business sales and transportation, reversal of expected credit loss provisions for financial assets, reduced other losses, and lower finance costs[50](index=50&type=chunk) [Liquidity, Capital Resources and Risk Management](index=12&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) As of March 31, 2025, the Group maintained a sound financial position with net current assets of 46.7 million HKD and a liquidity ratio of 2.0, while total interest-bearing borrowings significantly decreased, leading to a reduced gearing ratio of 16.0% Liquidity and Capital Resources Summary | Indicator | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Net Current Assets** | 46.7 million HKD | 43.8 million HKD | | **Current Ratio** | 2.0 | 1.6 | | **Interest-bearing Borrowings** | 14.6 million HKD | 37.2 million HKD | | **Gearing Ratio** | 16.0% | 40.6% | - Operating primarily in Hong Kong, the Group's foreign exchange risk mainly stems from lubricant distribution transactions settled in RMB, with no hedging activities undertaken during the reporting period[63](index=63&type=chunk) - During the reporting period, the Group made no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures[67](index=67&type=chunk) - The Directors do not recommend the payment of any dividend for the year ended March 31, 2025[70](index=70&type=chunk) [Use of Unutilised Proceeds from the Listing and Business Strategy Execution](index=15&type=section&id=USE%20OF%20UNUTILISED%20PROCEEDS%20FROM%20THE%20LISTING) The Group disclosed the use of net proceeds from its 2017 listing, with 5.3 million HKD of the 45.1 million HKD net proceeds remaining unutilized as of March 31, 2025, primarily for diesel tank truck purchases and IT system upgrades, expected to be fully utilized by March 31, 2026 Utilization of Listing Proceeds | Purpose | Planned Use (million HKD) | Utilized (million HKD) | Unutilized (million HKD) | Expected Utilization Time | | :--- | :--- | :--- | :--- | :--- | | Purchase of Diesel Tank Trucks | 7.8 | 5.0 | 2.8 | Before March 31, 2026 | | Enhancement of IT and Systems | 3.6 | 1.1 | 2.5 | Before March 31, 2026 | | **Total** | **45.1** | **39.8** | **5.3** | | - Due to recent economic conditions in Hong Kong, the Directors believe it is not an opportune time for business expansion, thus some net listing proceeds were not fully utilized in FY2025 but are planned for use by March 31, 2026[89](index=89&type=chunk) - Regarding business strategy execution, marine fuel supply operations became fully operational in 2018, while some diesel tank truck purchases and staff recruitment plans are expected to be completed by March 2026[79](index=79&type=chunk)[81](index=81&type=chunk)[83](index=83&type=chunk) [Employees and Remuneration Policies](index=20&type=section&id=EMPLOYEES%20AND%20REMUNERATION%20POLICIES) As of March 31, 2025, the Group had 26 employees with total staff costs of approximately 12.1 million HKD, and its remuneration policy is designed to attract and retain talent based on qualifications, position, performance, and market levels Employee Statistics and Costs | Indicator | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Total Number of Employees** | 26 people | 28 people | | **Total Staff Costs** | Approx. 12.1 million HKD | Approx. 11.0 million HKD | - The Directors' remuneration policy aims to provide market-competitive compensation, reviewed annually based on factors such as comparable companies, company performance, and individual qualifications[93](index=93&type=chunk)[94](index=94&type=chunk) [Corporate Governance Report](index=21&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=21&type=section&id=CORPORATE%20GOVERNANCE%20PRACTICE) The Group is committed to high corporate governance standards, complying with GEM Listing Rules, maintaining an effective board with independent committees, providing continuous professional development for directors, and ensuring robust risk management and internal control systems - The company confirms compliance with all applicable code provisions of Appendix C1, Corporate Governance Code, under the GEM Listing Rules[107](index=107&type=chunk) - The Board of Directors comprises 3 executive directors and 3 independent non-executive directors, meeting listing rule requirements, with one independent non-executive director possessing professional accounting qualifications[116](index=116&type=chunk) - The Board has established Audit, Remuneration, and Nomination Committees, all chaired by independent non-executive directors to ensure independence and effective oversight[151](index=151&type=chunk)[158](index=158&type=chunk)[168](index=168&type=chunk) - The Group engaged external independent professionals for an annual review of its internal control system, implementing remedial measures for identified deficiencies such as accounts receivable credit management and asset acquisition processes[231](index=231&type=chunk)[232](index=232&type=chunk)[234](index=234&type=chunk) - The company adopted a Board Diversity Policy, with approximately **17% female representation** on the Board as of March 31, 2025, and plans to maintain this level[188](index=188&type=chunk)[191](index=191&type=chunk) [Environmental, Social and Governance (ESG) Report](index=40&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [Environmental Performance](index=49&type=section&id=A.%20ENVIRONMENTAL) The Group is committed to environmental protection, focusing on fleet emissions, achieving significant reductions in air pollutants and GHG emissions in FY2025, and setting targets for further reductions in intensity and waste density through energy-saving and paperless initiatives Environmental Emissions Summary | Emission Category | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Total Air Pollutant Emissions (kg)** | 4,102.74 | 5,811.51 | -29.40% | | **Total Greenhouse Gas Emissions (tonnes)** | 595.20 | 831.41 | -28.41% | - The Group has set emission reduction targets to decrease air pollutant emissions and annual greenhouse gas emission intensity per unit of output by **3%**[295](index=295&type=chunk) - In FY2025, the Group generated **628.00 kg** of non-hazardous waste, primarily waste paper, which increased year-on-year, with a target to reduce waste density per employee by **3%** in the coming year[300](index=300&type=chunk)[301](index=301&type=chunk) - The Group's business activities do not involve significant water consumption or hazardous waste generation, and there were no material non-compliances with environmental laws and regulations during the reporting period[297](index=297&type=chunk)[304](index=304&type=chunk)[312](index=312&type=chunk) [Social Responsibility](index=56&type=section&id=B.%20SOCIAL) The Group prioritizes employee well-being and social responsibility, ensuring equal employment opportunities, strict labor standards, a safe working environment with no work-related fatalities, providing training, maintaining strong supplier relationships, and implementing robust anti-corruption policies - As of March 31, 2025, the Group employed **26 staff members** and is committed to providing equal opportunities in recruitment, promotion, and remuneration benefits[333](index=333&type=chunk) - During the reporting period, the Group reported no serious work-related injuries or fatalities, with **0 lost days** due to work-related injuries[353](index=353&type=chunk) - The Group strictly prohibits child and forced labor and confirms compliance with relevant laws and regulations during the reporting period[366](index=366&type=chunk)[368](index=368&type=chunk) - The Group collaborates with **23 qualified petroleum suppliers**, including 4 major suppliers: Mobil, Caltex, Sinopec, and SHELL[370](index=370&type=chunk) - The Group has an anti-corruption policy and whistle-blowing mechanism, with no concluded legal cases concerning corruption against the Group or its employees during the reporting period[386](index=386&type=chunk)[387](index=387&type=chunk) [Report of the Board of Directors](index=76&type=section&id=Report%20of%20the%20Board%20of%20Directors) [Directors' and Controlling Shareholders' Interests](index=81&type=section&id=DIRECTORS'%20AND%20CONTROLLING%20SHAREHOLDERS'%20INTERESTS) This section details the interests of directors and major shareholders in the company's shares, confirming Mr. Fong Chun Man as the controlling shareholder with 50.1% through Grand Tycoon Limited, and compliance with non-competition undertakings Directors' and Controlling Shareholders' Interests | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | **Mr. Fong Chun Man** | Interest in controlled corporation | 68,897,616 (Long Position) | 50.1% | | **Ms. Lo Pui Yee** | Spouse's interest | 68,897,616 (Long Position) | 50.1% | | **Grand Tycoon Limited** | Beneficial owner | 68,897,616 (Long Position) | 50.1% | - The controlling shareholders (Mr. Fong Chun Man and Grand Tycoon Limited) confirmed compliance with all undertakings under the non-competition deed during the reporting period[462](index=462&type=chunk) - The company adopted a share option scheme in 2017, but as of March 31, 2025, no share options were granted, exercised, or remained outstanding[479](index=479&type=chunk)[480](index=480&type=chunk) [Major Customers and Suppliers](index=87&type=section&id=MAJOR%20CUSTOMERS%20AND%20SUPPLIERS) In FY2025, the Group experienced high customer and supplier concentration, with the largest customer accounting for 17.6% of total revenue and the largest supplier for 33.4% of total purchases, with no interests from directors or major shareholders in these entities Customer and Supplier Concentration | Concentration Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | **Revenue from Largest Customer** | 17.6% | 9.8% | | **Revenue from Top Five Customers** | 48.2% | 40.2% | | **Purchases from Largest Supplier** | 33.4% | 23.9% | | **Purchases from Top Five Suppliers** | 84.8% | 70.6% | [Independent Auditors' Report](index=96&type=section&id=INDEPENDENT%20AUDITORS'%20REPORT) [Audit Opinion and Key Audit Matters](index=96&type=section&id=INDEPENDENT%20AUDITORS'%20REPORT) Independent auditor UHY CPA Limited issued an unmodified opinion on the Group's FY2025 consolidated financial statements, with the key audit matter identified as 'Impairment Assessment of Trade Receivables' due to management's subjective judgment, which the auditor found sufficiently supported - The auditor concluded that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, issuing an unmodified opinion[573](index=573&type=chunk) - The key audit matter identified is 'Impairment Assessment of Trade Receivables', which amounted to approximately **77.76 million HKD** with an expected credit loss provision of approximately **16.03 million HKD** as of March 31, 2025, involving significant management judgment on factors like aging and customer creditworthiness[580](index=580&type=chunk)[581](index=581&type=chunk) - For the key audit matter, the auditor performed procedures including understanding key controls, sampling aging analysis, inquiring about overdue balances, and evaluating the Expected Credit Loss (ECL) provision methodology, concluding that management's judgments were supported by evidence[583](index=583&type=chunk)[585](index=585&type=chunk)[586](index=586&type=chunk) [Consolidated Financial Statements](index=105&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=105&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) In FY2025, the Group's revenue reached 345.8 million HKD, with gross profit of 17.37 million HKD and a 5.0% gross profit margin, significantly narrowing the loss for the year to 0.825 million HKD from 8.648 million HKD in the prior year Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Item (thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Revenue** | 345,788 | 289,980 | | **Gross Profit** | 17,371 | 14,275 | | **Operating Profit/(Loss)** | 465 | (7,635) | | **Loss for the Year** | (825) | (8,648) | | **Total Comprehensive Loss** | (1,027) | (9,557) | | **Loss Per Share (HK cents)** | (0.60) | (6.29) | [Consolidated Statement of Financial Position](index=107&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were 137.16 million HKD, total liabilities 46.49 million HKD, and net assets 90.67 million HKD, with a notable decrease in trade receivables and a significant reduction in bank and other borrowings Consolidated Statement of Financial Position Summary | Item (thousand HKD) | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Non-current Assets** | 44,819 | 48,882 | | **Current Assets** | 92,337 | 114,941 | | **Total Assets** | **137,156** | **163,823** | | **Current Liabilities** | 45,642 | 71,101 | | **Non-current Liabilities** | 844 | 1,025 | | **Total Liabilities** | **46,486** | **72,126** | | **Net Assets** | **90,670** | **91,697** | | **Total Equity** | **90,670** | **91,697** | [Consolidated Statement of Cash Flows](index=110&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2025, the Group generated a net cash inflow of 21.78 million HKD from operating activities, a significant improvement from the prior year's outflow, while investment activities resulted in a 0.395 million HKD net outflow and financing activities a 24.23 million HKD net outflow Consolidated Statement of Cash Flows Summary | Item (thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Net Cash From/(Used In) Operating Activities** | 21,778 | (7,608) | | **Net Cash (Used In)/From Investing Activities** | (395) | 49 | | **Net Cash Used In Financing Activities** | (24,228) | (10,546) | | **Net Decrease in Cash and Cash Equivalents** | (2,845) | (18,105) | | **Cash and Cash Equivalents at Beginning of Year** | 10,452 | 28,557 | | **Cash and Cash Equivalents at End of Year** | 7,607 | 10,452 | [Five-Year Financial Summary](index=205&type=section&id=Financial%20Summary) This five-year financial summary highlights the Group's key performance and financial position from FY2021 to FY2025, showing fluctuating revenue, a return to profitability in FY2021 followed by four years of losses (significantly narrowed in FY2025), and resilient net assets Five-Year Performance Summary | Performance (thousand HKD) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 357,753 | 357,471 | 429,940 | 289,980 | 345,788 | | **Profit/(Loss) for the Year** | 5,459 | (31,887) | (4,837) | (8,648) | (825) | Five-Year Assets and Liabilities Summary | Assets and Liabilities (thousand HKD) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | 214,622 | 181,133 | 184,668 | 163,823 | 137,156 | | **Total Liabilities** | 82,584 | 85,763 | 83,414 | 72,126 | 46,486 | | **Net Assets** | 132,038 | 95,370 | 101,254 | 91,697 | 90,670 |

[Company Information and Important Declarations](index=1&type=section&id=Company%20Information%20and%20Important%20Declarations) [Disclaimer and GEM Characteristics](index=1&type=section&id=Disclaimer%20and%20GEM%20Characteristics) HKEX and SEHK disclaim responsibility for this announcement's content, accuracy, or completeness, noting GEM's higher investment risks for SMEs - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the content, accuracy, or completeness of this announcement, nor for any losses incurred from reliance on it[1](index=1&type=chunk) - GEM is positioned for small and medium-sized companies with higher investment risks compared to other companies listed on the Stock Exchange, and securities may be subject to higher market volatility and no guarantee of high liquidity[2](index=2&type=chunk) [Company Overview and Directors' Responsibilities](index=1&type=section&id=Company%20Overview%20and%20Directors'%20Responsibilities) F8 Enterprises (Holdings) Group Limited (8347) released its FY2025 annual results, with directors collectively and individually assuming full responsibility for the accurate and complete information - F8 Enterprises (Holdings) Group Limited (Stock Code: 8347) announced its annual results for the year ended March 31, 2025[2](index=2&type=chunk)[4](index=4&type=chunk) - The company's directors collectively and individually assume full responsibility for the information contained in this announcement, confirming it is accurate and complete in all material respects, without misleading or fraudulent content[3](index=3&type=chunk) [Financial Performance Overview](index=2&type=section&id=Financial%20Performance%20Overview) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For FY2025, revenue increased to HK$345,788 thousand, gross profit to HK$17,371 thousand, and loss for the year significantly narrowed to HK$825 thousand, with basic and diluted loss per share at HK$0.60 cents Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 345,788 | 289,980 | 55,808 | 19.24% | | Cost of sales | (328,417) | (275,705) | (52,712) | 19.12% | | Gross profit | 17,371 | 14,275 | 3,096 | 21.69% | | Other income | 2,019 | 5,494 | (3,475) | -63.25% | | Other gains or losses | (2,592) | (5,267) | 2,675 | -50.79% | | Administrative expenses | (14,938) | (14,266) | (672) | 4.71% | | Other operating expenses | (4,014) | (5,250) | 1,236 | -23.54% | | Provision for expected credit losses on financial assets | 2,619 | (2,621) | 5,240 | -200.00% | | Operating profit/(loss) | 465 | (7,635) | 8,100 | -106.09% | | Finance costs | (1,590) | (2,147) | 557 | -25.94% | | Share of results of an associate | 119 | 921 | (802) | -87.08% | | Loss before tax | (1,006) | (8,861) | 7,855 | -88.65% | | Income tax credit | 181 | 213 | (32) | -15.02% | | Loss for the year | (825) | (8,648) | 7,823 | -90.46% | | Basic and diluted loss per share (HK cents) | (0.60) | (6.29) | 5.69 | -90.46% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total non-current assets were HK$44,819 thousand, net current assets HK$46,695 thousand, and total equity HK$90,670 thousand, reflecting improved liquidity due to reduced current liabilities Consolidated Statement of Financial Position | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | **Non-current assets** | | | | | | Property, plant and equipment | 9,482 | 11,002 | (1,520) | -13.82% | | Investment properties | 12,000 | 14,600 | (2,600) | -17.81% | | Interest in an associate | 17,748 | 17,831 | (83) | -0.47% | | Financial assets at fair value through profit or loss | 5,589 | 5,449 | 140 | 2.57% | | **Total non-current assets** | **44,819** | **48,882** | **(4,063)** | **-8.31%** | | **Current assets** | | | | | | Inventories | 2,893 | 1,260 | 1,633 | 129.60% | | Trade receivables | 61,734 | 84,211 | (22,477) | -26.69% | | Prepayments, deposits and other receivables | 2,512 | 1,217 | 1,295 | 106.41% | | Amount due from an associate | 11,435 | 11,679 | (244) | -2.09% | | Pledged bank deposits | 6,156 | 6,122 | 34 | 0.56% | | Cash and bank balances | 7,607 | 10,452 | (2,845) | -27.22% | | **Total current assets** | **92,337** | **114,941** | **(22,604)** | **-19.67%** | | **Current liabilities** | | | | | | Trade payables | 26,413 | 29,411 | (2,998) | -10.19% | | Accruals, other payables and deposits received | 4,677 | 4,500 | 177 | 3.93% | | Bank and other borrowings | 14,552 | 37,190 | (22,638) | -60.87% | | **Total current liabilities** | **45,642** | **71,101** | **(25,459)** | **-35.81%** | | **Net current assets** | **46,695** | **43,840** | **2,855** | **6.51%** | | **Net assets** | **90,670** | **91,697** | **(1,027)** | **-1.12%** | | **Total equity** | **90,670** | **91,697** | **(1,027)** | **-1.12%** | [Notes to the Audited Consolidated Financial Statements](index=4&type=section&id=Notes%20to%20the%20Audited%20Consolidated%20Financial%20Statements) [General Information](index=4&type=section&id=General%20Information) F8 Enterprises (Holdings) Group Limited is incorporated in the Cayman Islands and listed on GEM. The company primarily sells and transports diesel fuel in Hong Kong, controlled by Macro Rich Limited - The company was incorporated in the Cayman Islands on March 30, 2018, and its shares are listed on GEM of the Stock Exchange of Hong Kong[7](index=7&type=chunk) - The company is an investment holding company, and its subsidiaries are principally engaged in the sale and transportation of diesel fuel and related products in Hong Kong[8](index=8&type=chunk) - The company's immediate and ultimate holding company is Macro Rich Limited, controlled by Mr. Fong Chun Man, a director of the company[7](index=7&type=chunk) [Application of Accounting Standards](index=4&type=section&id=Application%20of%20Accounting%20Standards) The Group adopted several revised HKFRSs this year, but these new standards had no material impact on its financial position or performance - The Group first applied several revised Hong Kong Financial Reporting Standards this year, including leases liabilities from sale and leaseback transactions and classification of liabilities as current or non-current[9](index=9&type=chunk) - The application of revised Hong Kong Financial Reporting Standards had no significant impact on the Group's financial position and performance and/or disclosures for the current and prior years[9](index=9&type=chunk) [Standards Effective](index=4&type=section&id=Standards%20Effective) Mandatory effective accounting standards this year include HKFRS 16 (Amendment) on lease liabilities, HKAS 1 (Amendment) on liability classification, and HKAS 7 & HKFRS 7 (Amendment) on supplier finance arrangements - Standards effective include HKFRS 16 (Amendment) Lease Liabilities in a Sale and Leaseback, HKAS 1 (Amendment) Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants, and HKAS 7 and HKFRS 7 (Amendment) Supplier Finance Arrangements[9](index=9&type=chunk) [Standards Not Yet Effective](index=5&type=section&id=Standards%20Not%20Yet%20Effective) The Group has not early adopted new and revised HKFRSs not yet effective, and these are not expected to significantly impact the consolidated financial statements in the foreseeable future - The Group has not early adopted several new and revised accounting standards issued but not yet effective, such as HKAS 21 (Amendment) Lack of Exchangeability and HKAS 28 (Amendment) Sale or Contribution of Assets between an Investor and its Associate or Joint Venture[10](index=10&type=chunk) - The Directors expect that the application of all new and revised Hong Kong Financial Reporting Standards will not have a significant impact on the consolidated financial statements in the foreseeable future[10](index=10&type=chunk) [Basis of Preparation of Financial Statements](index=5&type=section&id=Basis%20of%20Preparation%20of%20Financial%20Statements) The consolidated financial statements are prepared under HKFRSs issued by HKICPA, complying with GEM Listing Rules and Hong Kong Companies Ordinance disclosure requirements - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[11](index=11&type=chunk) - The financial statements include applicable disclosure requirements of the GEM Listing Rules of the Stock Exchange and the Hong Kong Companies Ordinance[11](index=11&type=chunk) [Revenue](index=6&type=section&id=Revenue) For FY2025, total revenue was HK$345,788 thousand, predominantly from diesel sales, with all revenue recognized at a point in time Revenue by Product Type | Product Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Diesel | 340,573 | 284,891 | 55,682 | 19.54% | | Marine diesel | 3,423 | 3,714 | (291) | -7.84% | | Lubricants | 1,792 | 1,375 | 417 | 30.33% | | **Total** | **345,788** | **289,980** | **55,808** | **19.24%** | - All revenue is recognized at a point in time[13](index=13&type=chunk) [Segment Information](index=6&type=section&id=Segment%20Information) Directors review the Group's financial performance holistically, thus presenting only entity-wide disclosures, major customers, and geographical information, with business primarily in Hong Kong - The Directors review the Group's financial performance on an overall basis, and no separate operating segment financial information is presented[14](index=14&type=chunk) - Only entity-wide disclosures, major customers, and geographical information are presented[14](index=14&type=chunk) [Geographical Information](index=6&type=section&id=Geographical%20Information) The Group's business and external customer revenue are entirely in Hong Kong, while non-current assets are primarily located in Hong Kong and China Geographical Information | Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | **Revenue from external customers** | | | | Hong Kong | 345,788 | 289,980 | | **Non-current assets** | | | | Hong Kong | 21,482 | 25,602 | | China | 17,748 | 17,831 | | **Total** | **39,230** | **43,433** | [Major Customer Information](index=7&type=section&id=Major%20Customer%20Information) For FY2025, Customer A and Customer B each contributed over 10% of total revenue, with HK$60,696 thousand and HK$36,906 thousand respectively, all from Hong Kong diesel sales Major Customer Information | Customer | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Customer A | 60,696 | Not applicable | | Customer B | 36,906 | Not applicable | - Revenue from Customer A and Customer B is derived from the sale of diesel and related products in Hong Kong[17](index=17&type=chunk) [Other Income and Gains/Losses](index=8&type=section&id=Other%20Income%20and%20Gains%2FLosses) Other income decreased to HK$2,019 thousand due to lower transportation and rental fees, while net loss from other gains or losses narrowed to HK$2,592 thousand, mainly from reduced investment property fair value losses Other Income | Other Income Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Bank interest income | 39 | 54 | (15) | -27.78% | | Transportation service fees | 1,686 | 3,464 | (1,778) | -51.33% | | Rental income from diesel vehicles | 26 | 1,060 | (1,034) | -97.55% | | Rental income from investment properties | 86 | 444 | (358) | -80.63% | | Government grants | 141 | 219 | (78) | -35.62% | | Miscellaneous income | 41 | 253 | (212) | -83.79% | | **Total Other Income** | **2,019** | **5,494** | **(3,475)** | **-63.25%** | Other Gains or Losses | Other Gains or Losses Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Unrealized gain on financial assets at fair value through profit or loss | 140 | 152 | (12) | -7.89% | | Loss from fair value changes of investment properties | (2,600) | (4,800) | 2,200 | -45.83% | | Gain on disposal of property, plant and equipment | – | 5 | (5) | -100.00% | | Exchange loss | (132) | (624) | 492 | -78.85% | | **Total Other Gains or Losses** | **(2,592)** | **(5,267)** | **2,675** | **-50.79%** | [Finance Costs](index=8&type=section&id=Finance%20Costs) For FY2025, total finance costs decreased by 25.94% to HK$1,590 thousand, primarily due to reduced interest expenses on bank and other borrowings Finance Costs | Finance Cost Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest expense on bank borrowings | 1,061 | 1,123 | (62) | -5.52% | | Interest expense on other borrowings | 529 | 1,024 | (495) | -48.34% | | **Total** | **1,590** | **2,147** | **(557)** | **-25.94%** | [Loss Before Tax and Income Tax](index=9&type=section&id=Loss%20Before%20Tax%20and%20Income%20Tax) For FY2025, loss before tax significantly narrowed to HK$1,006 thousand, influenced by staff costs, cost of inventories sold, depreciation, and a reversal of expected credit loss allowance, with no Hong Kong profits tax provision due to lack of taxable profits Components of Loss Before Tax | Loss Before Tax Component | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Directors' remuneration | 3,582 | 3,307 | 275 | 8.32% | | Other staff costs | 8,535 | 7,686 | 849 | 11.05% | | Auditor's remuneration | 500 | 600 | (100) | -16.67% | | Cost of inventories sold | 320,512 | 265,315 | 55,197 | 20.80% | | Depreciation of property, plant and equipment | 1,920 | 2,165 | (245) | -11.32% | | Provision for expected credit losses on financial assets (reversal)/recognition | (2,619) | 2,621 | (5,240) | -200.00% | | Expenses relating to short-term leases | 1,771 | 3,806 | (2,035) | -53.47% | - For the years ended March 31, 2025 and 2024, no provision for Hong Kong profits tax was made as the Group had no taxable profits generated in Hong Kong or such taxable profits were fully offset by estimated tax losses brought forward[22](index=22&type=chunk) Income Tax Credit | Income Tax Credit | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Deferred tax | 181 | 213 | [Dividends and Loss Per Share](index=10&type=section&id=Dividends%20and%20Loss%20Per%20Share) For FY2025, no dividends were recommended, and basic and diluted loss per share significantly narrowed to HK$0.60 cents, reflecting a substantial reduction in the year's loss - For the year ended March 31, 2025, the Directors did not recommend the payment of any dividend (2024: nil)[23](index=23&type=chunk) Loss Per Share | Indicator | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the year attributable to owners of the company (HK$ thousand) | (825) | (8,648) | 7,823 | -90.46% | | Weighted average number of ordinary shares in issue (thousand shares) | 137,520 | 137,520 | 0 | 0.00% | | Basic and diluted loss per share (HK cents) | (0.60) | (6.29) | 5.69 | -90.46% | - As there were no potential ordinary shares in issue for both years, the diluted loss per share for both years is the same as the basic loss per share[24](index=24&type=chunk) [Trade Receivables](index=10&type=section&id=Trade%20Receivables) As of March 31, 2025, net trade receivables decreased to HK$61,734 thousand, with the Group maintaining strict control over outstanding balances and an average credit period of 3 to 150 days Trade Receivables | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade receivables | 77,764 | 102,975 | (25,211) | -24.48% | | Less: Net allowance for expected credit losses | (16,030) | (18,764) | 2,734 | -14.57% | | **Net trade receivables** | **61,734** | **84,211** | **(22,477)** | **-26.69%** | - The Group's average credit period granted to customers is generally 3 to 150 days, and overdue balances are regularly reviewed[25](index=25&type=chunk) [Ageing Analysis](index=11&type=section&id=Ageing%20Analysis) As of March 31, 2025, trade receivables within 30 days were HK$16,059 thousand, while those over 150 days amounted to HK$32,429 thousand, indicating a portion of long-aged receivables Ageing Analysis of Trade Receivables | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 16,059 | 27,749 | | 31 to 60 days | 20,601 | 12,702 | | 61 to 90 days | 4,049 | 14,313 | | 91 to 120 days | – | 10,174 | | 121 to 150 days | 4,626 | 7,218 | | Over 150 days | 32,429 | 30,819 | | **Total** | **77,764** | **102,975** | [Assessment of Expected Credit Losses](index=11&type=section&id=Assessment%20of%20Expected%20Credit%20Losses) For FY2025, a reversal of HK$2,734 thousand was made for expected credit loss allowance on trade receivables, indicating an improved credit risk profile compared to the prior year's allowance - For the year ended March 31, 2025, a reversal of approximately **HK$2,734,000** was made for expected credit loss allowance on trade receivables (2024: allowance of HK$2,908,000 recognized)[26](index=26&type=chunk) [Trade Payables](index=11&type=section&id=Trade%20Payables) As of March 31, 2025, total trade payables decreased to HK$26,413 thousand, with suppliers granting an average credit period of up to 3 to 90 days Ageing Analysis of Trade Payables | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 8,550 | 11,389 | | 31 to 60 days | 8,308 | 6,604 | | 61 to 90 days | 315 | 3,286 | | Over 90 days | 9,240 | 8,132 | | **Total** | **26,413** | **29,411** | - The average credit period granted by suppliers is up to 3 to 90 days[27](index=27&type=chunk) [Events After Reporting Period](index=12&type=section&id=Events%20After%20Reporting%20Period) Post-reporting period, a subsidiary acquired machinery for HK$1,100 thousand to settle HK$1,200 thousand in receivables, waiving HK$100 thousand, and subsequently sold the machinery for the same price - On May 22, 2025, Great Wall (International) Petroleum Limited entered into a settlement agreement with a debtor to acquire machinery for **HK$1,100 thousand**, offsetting approximately **HK$1,200 thousand** in receivables and waiving the remaining **HK$100 thousand**[28](index=28&type=chunk) - Upon completion of the machinery acquisition, Great Wall immediately sold the machinery to a buyer for **HK$1,100 thousand**[29](index=29&type=chunk) [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=13&type=section&id=Business%20Review) The Group primarily sells and transports diesel and related products in Hong Kong to engineering clients, aiming to consolidate its market position and achieve sustainable growth through talent acquisition and market development - The Group is principally engaged in the sale and transportation of diesel and related products (including marine diesel and lubricants) in Hong Kong, with customers mainly being engineering companies[30](index=30&type=chunk) - The Group owns eight diesel tank trucks, one marine diesel barge, one vessel, and one tugboat[30](index=30&type=chunk) - The strategic objective is to consolidate its market position in the Hong Kong diesel and marine diesel industry, driving future sustainable growth through talent acquisition, business development, and market promotion strategies[30](index=30&type=chunk) [Industry Review and Future Prospects](index=13&type=section&id=Industry%20Review%20and%20Future%20Prospects) Hong Kong's economic growth in Q1 2025 boosted petroleum product sales, and the Group is optimistic about the diesel and marine diesel market, planning investments in talent and market expansion - Hong Kong's economy grew steadily in Q1 2025, with a significant increase in goods and services exports and moderate growth in investment expenditure, leading to higher average selling prices and sales volumes of petroleum products[33](index=33&type=chunk) - Looking ahead, the Group is optimistic about the Hong Kong diesel and marine diesel sales market, primarily benefiting from stable investments in public infrastructure projects (e.g., railway network expansion) and marine engineering projects (e.g., Hong Kong International Airport Three-runway System project)[34](index=34&type=chunk) - The Group plans to invest more resources in talent acquisition, strengthen business development and market promotion strategies for the diesel segment, and actively seek potential business opportunities to broaden revenue streams and enhance shareholder value[34](index=34&type=chunk) [Financial Review](index=14&type=section&id=Financial%20Review) Group revenue grew by 19.2% to HK$345.8 million, driven by increased demand, while loss for the year significantly narrowed to HK$0.8 million, improving the negative net margin - Group revenue increased by **19.2%** from **HK$290.0 million** in 2024 to **HK$345.8 million** in 2025[35](index=35&type=chunk) - Loss for the year significantly decreased from **HK$8.6 million** in 2024 to **HK$0.8 million** in 2025, with negative net margin improving from approximately **3.0%** to approximately **0.2%**[42](index=42&type=chunk) - The reduction in loss was primarily due to increased diesel business sales and transportation, reversal of expected credit loss allowance on financial assets, reduced other losses, and lower finance costs[42](index=42&type=chunk) [Revenue](index=14&type=section&id=Revenue) Group revenue increased by 19.2% to HK$345.8 million, primarily from diesel sales, driven by increased demand and sales volume from construction and logistics customers Revenue by Source | Revenue Source | 2025 (HK$ million) | Share | 2024 (HK$ million) | Share | | :--- | :--- | :--- | :--- | :--- | | Diesel | 340.6 | 98.5% | 284.9 | 98.2% | | Marine diesel | 3.4 | 1.0% | 3.7 | 1.3% | | Lubricants | 1.8 | 0.5% | 1.4 | 0.5% | | **Total** | **345.8** | **100%** | **290.0** | **100%** | - The increase in revenue was primarily attributable to increased demand and sales volume from construction and logistics customers[36](index=36&type=chunk) [Cost of Sales](index=14&type=section&id=Cost%20of%20Sales) Cost of sales, mainly procurement costs for diesel, marine diesel, and lubricants, increased by 19.1% to HK$328.4 million, consistent with revenue growth - Cost of sales primarily includes procurement costs for diesel, marine diesel, and lubricants, direct labor costs, and depreciation, with procurement costs depending on local purchase prices and referencing Brent crude oil spot prices[37](index=37&type=chunk) - Cost of sales was approximately **HK$328.4 million**, an increase of approximately **19.1%** from the prior year, consistent with the increase in revenue[37](index=37&type=chunk) [Gross Profit and Gross Margin](index=15&type=section&id=Gross%20Profit%20and%20Gross%20Margin) Group gross profit increased from HK$14.3 million in 2024 to HK$17.4 million in 2025, with gross margin remaining stable between 4.9% and 5.0% Gross Profit and Gross Margin | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Gross profit | 17.4 | 14.3 | 3.1 | 21.68% | | Gross margin | 5.0% | 4.9% | 0.1% | 2.04% | [Other Income and Other Gains or Losses](index=15&type=section&id=Other%20Income%20and%20Other%20Gains%20or%20Losses) Other income decreased to HK$2.0 million due to lower service and rental fees, while net loss from other gains or losses narrowed to HK$2.6 million, mainly from reduced investment property fair value losses - Other income decreased to **HK$2.0 million**, primarily due to reduced transportation service fee income and diesel vehicle rental income[39](index=39&type=chunk) - Net loss from other gains or losses decreased to **HK$2.6 million**, primarily due to a reduced loss from fair value changes of investment properties[39](index=39&type=chunk) [Administrative Expenses](index=15&type=section&id=Administrative%20Expenses) Administrative expenses remained stable at approximately HK$14.9 million for FY2025, a slight increase from the prior year Administrative Expenses | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Administrative expenses | 14.9 | 14.3 | 0.6 | 4.20% | [Other Operating Expenses](index=15&type=section&id=Other%20Operating%20Expenses) Other operating expenses decreased from HK$5.3 million to HK$4.0 million, primarily due to reduced operating costs for vehicles and marine barges Other Operating Expenses | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Other operating expenses | 4.0 | 5.3 | (1.3) | -24.53% | - The decrease in other operating expenses was primarily due to reduced operating expenses for vehicles and marine barges[41](index=41&type=chunk) [Loss for the Year](index=15&type=section&id=Loss%20for%20the%20Year) Group loss for the year significantly narrowed to HK$0.8 million, improving the negative net margin to 0.2%, driven by increased sales, credit loss reversal, reduced other losses, and lower finance costs Loss for the Year and Net Margin | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the year | 0.8 | 8.6 | (7.8) | -90.70% | | Negative net margin | 0.2% | 3.0% | (2.8%) | -93.33% | - The reduction in net loss and negative net margin was primarily due to increased diesel business sales and transportation, reversal of expected credit loss allowance on financial assets, reduced other losses, and lower finance costs[42](index=42&type=chunk) [Liquidity and Capital Resources](index=16&type=section&id=Liquidity%20and%20Capital%20Resources) The Group funds operations via cash and borrowings, showing improved net current assets and current ratio, and a significantly reduced gearing ratio, indicating a robust financial position with a stable capital structure - The Group funds its operations through cash generated from operating activities and interest-bearing bank borrowings[43](index=43&type=chunk) - As of March 31, 2025, net current assets were approximately **HK$46.7 million** (2024: HK$43.8 million), and the current ratio improved to approximately **2.0 times** (2024: 1.6 times)[43](index=43&type=chunk) - As of March 31, 2025, the gearing ratio was approximately **16.0%** (2024: 40.6%), a significant decrease[44](index=44&type=chunk) [Financial Resources and Liquidity](index=16&type=section&id=Financial%20Resources%20and%20Liquidity) As of March 31, 2025, current assets were HK$92.3 million, current liabilities HK$45.6 million, net current assets increased to HK$46.7 million, and the current ratio improved to 2.0 times Financial Resources and Liquidity | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current assets | 92.3 | 114.9 | (22.6) | -19.67% | | Current liabilities | 45.6 | 71.1 | (25.5) | -35.86% | | Net current assets | 46.7 | 43.8 | 2.9 | 6.62% | | Current ratio | 2.0 times | 1.6 times | 0.4 times | 25.00% | [Gearing Ratio](index=16&type=section&id=Gearing%20Ratio) As of March 31, 2025, interest-bearing borrowings significantly decreased to HK$14.6 million, reducing the gearing ratio to 16.0%, with borrowings secured by various assets and a personal guarantee Gearing Ratio and Borrowings | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest-bearing borrowings | 14.6 | 37.2 | (22.6) | -60.75% | | Unutilized revolving loan facilities | 28.5 | 17.8 | 10.7 | 60.11% | | Gearing ratio | 16.0% | 40.6% | (24.6%) | -60.59% | - Borrowings bear interest at annual rates ranging from **3.0% to 6.75%** and are secured by company guarantees, time deposits, investment properties, and Mr. Fong Chun Man's personal guarantee[44](index=44&type=chunk) [Capital Structure](index=16&type=section&id=Capital%20Structure) For FY2025, the Group's capital structure primarily comprised equity attributable to owners of the company of approximately HK$90.7 million, with no significant changes in share capital Equity Attributable to Owners | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the company | 90.7 | 91.7 | (1.0) | -1.09% | - The Group's share capital consists solely of ordinary shares, and there have been no significant changes in the share capital structure[45](index=45&type=chunk)[46](index=46&type=chunk) [Foreign Exchange Risk and Treasury Policy](index=17&type=section&id=Foreign%20Exchange%20Risk%20and%20Treasury%20Policy) The Group manages foreign exchange risk from RMB-settled lubricant transactions without hedging, adopting a prudent financial approach with continuous credit assessment and liquidity monitoring - The Group faces foreign exchange risk arising from lubricant distribution transactions settled in RMB but is not involved in any derivative agreements or hedging financial instruments[47](index=47&type=chunk) - The Group adopts a prudent financial management approach, mitigating credit risk through continuous credit assessment and closely monitoring its liquidity position to manage liquidity risk[48](index=48&type=chunk) [Material Investments, Acquisitions and Disposals](index=17&type=section&id=Material%20Investments%2C%20Acquisitions%20and%20Disposals) For FY2025, the Group held no other material investments and conducted no material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the year ended March 31, 2025, the Group held no other material investments, nor were there any material acquisitions or disposals of subsidiaries, associates, or joint ventures[49](index=49&type=chunk) [Pledged Assets](index=17&type=section&id=Pledged%20Assets) As of March 31, 2025, the Group had pledged bank deposits, investment properties, life insurance policies, and diesel barges as collateral for bank financing Pledged Assets | Pledged Asset | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Pledged bank deposits | 6.2 | 6.1 | 0.1 | 1.64% | | Investment properties | 12.0 | 14.6 | (2.6) | -17.81% | | Life insurance policies | 4.7 | 4.6 | 0.1 | 2.17% | | Diesel barges | 9.0 | 10.8 | (1.8) | -16.67% | | Motor vehicles | 0.0 | 0.2 | (0.2) | -100.00% | - The above assets have been pledged as collateral for the Group's bank financing[50](index=50&type=chunk) [Employees and Remuneration Policy](index=18&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had 26 employees (including directors), with total staff costs increasing to HK$12.1 million, and remuneration based on qualifications, position, seniority, and annual review Employees and Staff Costs | Indicator | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Number of employees (including directors) | 26 | 28 | (2) | -7.14% | | Total staff costs (HK$ million) | 12.1 | 11.0 | 1.1 | 10.00% | - Remuneration packages include salaries, bonuses, and other cash allowances, determined based on each employee's qualifications, position, and seniority, with an annual review system[51](index=51&type=chunk) [Environmental Policy and Performance](index=18&type=section&id=Environmental%20Policy%20and%20Performance) The Group operates under Hong Kong environmental regulations, implementing measures to minimize impact and ensure compliance, with no environmental violations reported during the period - The Group's operations are regulated by Hong Kong environmental laws and regulations, including the Air Pollution Control Ordinance and Water Pollution Control Ordinance[52](index=52&type=chunk) - The Group has implemented various environmental measures to minimize the impact of its operations on the environment and natural resources, and continuously monitors its operations to ensure compliance with all applicable laws and regulations[52](index=52&type=chunk) - As of the date of this announcement, the Group has not been subject to any prosecutions, fines, or penalties for violating any environmental laws or regulations[53](index=53&type=chunk) [Events After Reporting Period (Management Discussion and Analysis)](index=18&type=section&id=Events%20After%20Reporting%20Period%20(Management%20Discussion%20and%20Analysis)) Beyond the disclosed settlement agreement and machinery sale, the Board is unaware of any other material post-reporting period events requiring disclosure - Save as disclosed in this announcement, the Board is not aware of any other material events that have occurred and require disclosure[54](index=54&type=chunk) [Corporate Governance and Other Information](index=19&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Directors' Interests in Competing Businesses](index=19&type=section&id=Directors'%20Interests%20in%20Competing%20Businesses) No directors, controlling shareholders, or their close associates had competing interests or conflicts with the Group's business, and independent non-executive directors confirmed proper internal control implementation - No directors, controlling shareholders, or their close associates had any businesses or interests that directly or indirectly competed with the Group's business, nor any other conflicts of interest[55](index=55&type=chunk) - Independent non-executive directors confirmed that internal control measures regarding the management of actual or potential conflicts of interest of the Group have been properly implemented[55](index=55&type=chunk) [Sufficient Public Float](index=19&type=section&id=Sufficient%20Public%20Float) As of the announcement date, the company has maintained a sufficient public float as required by the GEM Listing Rules - As of the date of this announcement, the company has maintained a sufficient public float as required by the GEM Listing Rules[56](index=56&type=chunk) [Audit Committee](index=19&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, provides independent oversight on internal controls, risk management, financial statements, and auditor relations, having reviewed the FY2025 financial statements and recommended auditor re-appointment - The Audit Committee comprises three independent non-executive directors: Mr. Cui Zhiren (Chairman), Dr. Lu Zhicong, and Mr. Wang Anyuan[57](index=57&type=chunk) - The committee's primary responsibilities include providing independent opinions to the Board on the effectiveness of internal control and risk management systems, the integrity of financial statements, and the relationship and independence assessment of external auditors[58](index=58&type=chunk) - The Audit Committee has reviewed the Group's consolidated financial statements for the year ended March 31, 2025, and recommended the re-appointment of National Alliance CPA Limited as auditor[58](index=58&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=20&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) For FY2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the year ended March 31, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[59](index=59&type=chunk) [Directors' Securities Transactions](index=20&type=section&id=Directors'%20Securities%20Transactions) The company adopted a code of conduct for directors' securities transactions, confirming all directors complied with it and GEM Listing Rules' standards as of the announcement date - The company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standards of dealing set out in the GEM Listing Rules[60](index=60&type=chunk) - The company confirms that all directors have complied with the relevant required standards of dealing and the code of conduct as of the date of this announcement[60](index=60&type=chunk) [Share Option Scheme](index=20&type=section&id=Share%20Option%20Scheme) The company conditionally adopted a share option scheme on March 23, 2017, but no options have been granted, exercised, cancelled, lapsed, or remain outstanding since its adoption - The company conditionally adopted a share option scheme on March 23, 2017, to grant share options to eligible participants to subscribe for shares[61](index=61&type=chunk) - From the adoption date up to March 31, 2025, no share options have been granted, exercised, cancelled, or lapsed, nor are any outstanding[61](index=61&type=chunk) [Corporate Governance Practices](index=20&type=section&id=Corporate%20Governance%20Practices) The Board is committed to high corporate governance standards and robust practices, ensuring effective accountability and compliance with all applicable code provisions of the Corporate Governance Code - The Board is committed to establishing and maintaining high standards of corporate governance and has adopted robust corporate governance practices to ensure effective accountability[62](index=62&type=chunk) - The company has complied with all applicable code provisions of the Corporate Governance Code[63](index=63&type=chunk) [Annual General Meeting](index=21&type=section&id=Annual%20General%20Meeting) The company will hold its Annual General Meeting on Monday, August 11, 2025, with the notice to be dispatched to shareholders in accordance with relevant regulations - The company will hold its Annual General Meeting on **Monday, August 11, 2025**[64](index=64&type=chunk) - The notice of the meeting will be dispatched to shareholders in accordance with the company's articles of association, GEM Listing Rules, and other applicable laws and regulations[64](index=64&type=chunk) [Communication with Shareholders](index=21&type=section&id=Communication%20with%20Shareholders) The company's shareholder communication policy ensures fair and timely information access, encourages active participation, maintains continuous dialogue through general meetings, and mandates poll voting for all resolutions - The company has adopted a shareholder communication policy to ensure shareholders have fair and timely access to information about the company, enabling them to exercise their rights and actively participate in company affairs[65](index=65&type=chunk) - The company is committed to maintaining continuous communication with shareholders, particularly through Annual General Meetings or other general meetings, and encourages their participation[65](index=65&type=chunk) - All resolutions proposed at general meetings will be voted by poll, and the poll results will be published on the company's and the Stock Exchange's websites in due course[65](index=65&type=chunk) [Board Information and Disclaimer](index=21&type=section&id=Board%20Information%20and%20Disclaimer) This announcement, signed by Chairman Fong Chun Man on June 27, 2025, lists the directors, who collectively and individually assume full responsibility for the accuracy and completeness of the information - This announcement was signed by Mr. Fong Chun Man, Chairman and Executive Director of the Board, on **June 27, 2025**[67](index=67&type=chunk) - The company's executive directors are Mr. Fong Chun Man, Ms. Lau Pui Yee, and Mr. Chan Chi Fai, and independent non-executive directors are Mr. Cui Zhiren, Dr. Lu Zhicong, and Mr. Wang Anyuan[68](index=68&type=chunk) - The directors collectively and individually assume full responsibility for the information contained in this announcement, confirming it is accurate and complete in all material respects, without misleading or fraudulent content[69](index=69&type=chunk)

Company Overview - F8 Enterprises (08347.HK) is listed on the Hong Kong Stock Exchange and focuses on the transportation and sales of diesel and related products in Hong Kong and mainland China [3] - The company provides industrial diesel for construction projects and marine diesel for ships, along with lubricants for engineering machinery and vehicles [3] - F8 Enterprises has a well-equipped fleet of diesel tankers and maintains strong long-term relationships with major customers and suppliers, positioning itself as a leading integrated diesel supplier in Hong Kong's engineering sector [3] Financial Performance - As of September 30, 2024, F8 Enterprises reported total revenue of 166 million HKD, representing a year-on-year growth of 36.26% [2] - The net profit attributable to shareholders was 1.71 million HKD, showing a significant increase of 178.48% year-on-year [2] - The company's gross margin stands at 5.42%, with a debt-to-asset ratio of 42.13% [2] Stock Performance - Over the past month, F8 Enterprises has seen a cumulative increase of 7.78%, and a year-to-date increase of 29.33%, outperforming the Hang Seng Index by 16.38% [2] - The stock closed at 0.106 HKD per share on May 19, with a trading volume of 56,000 shares and a turnover of 6,104 HKD, reflecting a price fluctuation of 3.09% [1] Industry Valuation - The average price-to-earnings (P/E) ratio for the oil and gas industry is -6.51 times, with a median of 4.1 times [3] - F8 Enterprises has a P/E ratio of -3.08 times, ranking 38th in the industry [3] - Comparatively, other companies in the sector have P/E ratios ranging from 0.84 times to 5.16 times [3]