普通決議案 茲通告亞洲富思集團控股有限公司（「本公司」）之股東週年大會（「股東週年大會」） 謹訂於二零二五年八月二十八日（星期四）上午十一時三十分假座香港九龍四山 街22號美塘工業大廈高層地下舉行，以處理下列事項： （於開曼群島註冊成立的有限公司） （股份代號：8413） 股東週年大會通告 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告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部份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。 Asia Grocery Distribution Limited 亞洲富思集團控股有限公司 「動議： 「動議： (a) 在本決議案(c) 段之限制下及根據香港聯合交易所有限公司GEM 證券上 市規則，一般性及無條件地批准本公司董事於有關期間（定義見下文）內 行使本公司全部權力，以配發、發行或以其他方式處理本公司股本中之 額外股份，並作出或授予可能需要行使該項權力方可進行之要約、協議 及購股權（包括可認購或兌換本公司股份的認股權證、債券、債權證、票 據及其他證券）； 1 1. 省覽及採納截至二零二五年三月三十一日止年 ...

此乃要件 請即處理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢 閣下之股票經紀或其他註冊證券交易商、 銀行經理、律師、專業會計師或其他專業顧問。 （股份代號：8413） 建議授出發行股份及購回股份之 一般授權、 建議重選退任董事 及 股東週年大會通告 本公司謹定於二零二五年八月二十八日（星期四）上午十一時三十分假座香港九龍四山街22號美塘工業 大廈高層地下舉行股東週年大會（「股東週年大會」），召開大會的通告載於本通函第15至19頁。本通函隨 附股東週年大會適用的代表委任表格。該代表委任表格亦已刊載於聯交所網站(www.hkexnews.hk)及本公 司網站(www.agdl.com.hk)。 無論 閣下能否親身出席股東週年大會，務請將隨附之代表委任表格按其上印備之指示填妥及簽署，並 交回本公司之香港股份過戶登記分處聯合證券登記有限公司（地址為香港北角英皇道338號華懋交易廣 場2期33樓3301–04室），惟無論如何最遲須於股東週年大會或其任何續會指定舉行時間48小時前（即不遲 於二零二五年八月二十六日（星期二）上午十一時三十分（香港時間））送達。填妥及交回代表委任表格後， 閣下仍可依願親身出席股 ...

乃亞洲富思集團控股有限公司（「本公司」）股本中之每股面值0.01港元股份（「股份」） 股之登記持有人(2)，茲委任(3) （地址） 或倘其未能出席，則委任股東週年大會主席為本人╱吾等之代表，代表本人╱吾等出席本公司將於二零二五年八月二十八日（星期四）上午十一時 三十分假座香港九龍四山街22號美塘工業大廈高層地下舉行之股東週年大會（或其任何續會），以考慮並酌情通過召開股東週年大會之通告所載之 決議案，並按下列指示以本人╱吾等之名義，代表本人╱吾等就以下決議案投票。倘無作出指示，則本人╱吾等之代表可自行酌情投票。 Asia Grocery Distribution Limited 亞洲富思集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8413） 於二零二五年八月二十八日（星期四）上午十一時三十分召開之股東週年大會（「股東週年大會」） （或其任何續會）上適用之代表委任表格 本人╱吾等(1) （地址） 日期：二零二五年 簽署(5)： 附註： 收集個人資料聲明 本聲明中所指的「個人資料」與香港法例第486章《個人資料（私隱）條例》中「個人資料」的涵義相同，其中包括 閣下及 閣下委任代表的姓名及 地址。 ...

[Chairman's Report](index=5&type=section&id=Chairman%27s%20Report) [Chairman's Report Summary](index=5&type=section&id=Chairman%27s%20Report%20Summary) The Chairman reviewed the Group's performance, noting a 3.4% revenue growth despite an 8.6% retail sales decline, attributed to resilience and strong relationships - The Group has operated its food and beverage grocery distribution business under the 'Hung Fat Ho' brand in Hong Kong for over 40 years, serving restaurants, hotels, food processors, and wholesalers[8](index=8&type=chunk) - Despite a macroeconomic environment where Hong Kong's total retail sales value decreased by approximately **8.6%** year-on-year, the Group's revenue for the year ended March 31, 2025, still recorded an approximate **3.4%** growth[8](index=8&type=chunk) - The Group's competitive advantages stem from strong relationships with suppliers and manufacturers, market familiarity, a long-standing reputation, and an experienced team capable of quickly responding to changes in customer preferences[8](index=8&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Outlook](index=9&type=section&id=Business%20Review%20and%20Outlook) The Group achieved a modest 3.4% revenue growth to HK$303 million despite economic challenges, planning to enhance marketing, develop high-margin products, and improve operational efficiency - Despite multiple challenges including persistent northbound consumption trends, labor shortages, rising operating costs, and a subdued local catering industry, the Group's annual revenue still recorded a modest growth of approximately **3.4%**[22](index=22&type=chunk) Annual Revenue Performance | Financial Year | Revenue (HK$) | Year-on-Year Growth | | :--- | :--- | :--- | | As of March 31, 2025 | Approx. 302,544,000 | 3.4% | | As of March 31, 2024 | Approx. 292,476,000 | - | - Future strategic priorities include strengthening marketing to solidify market share, accelerating the development of high-margin specialty products, exploring opportunities to enhance operational efficiency, and closely monitoring market trends to identify niche markets and strategic partners[22](index=22&type=chunk) [Financial Review](index=10&type=section&id=Financial%20Review) Total revenue grew 3.4% to HK$302.5 million, gross profit increased 8.0% to HK$71.41 million, but profit attributable to owners decreased to HK$1.06 million due to a subsidiary disposal loss and higher administrative expenses [Revenue Analysis](index=10&type=section&id=Revenue%20Analysis) Total revenue grew 3.4%, primarily driven by a 10.0% increase in Household and Grain Products, while Packaged Food and Dairy Products sales declined Revenue Breakdown by Product Category (HK$ Thousand) | Product Category | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change Percentage | | :--- | :--- | :--- | :--- | | Household and Grain Products | 95,842 | 87,142 | 10.0% | | Packaged Food | 58,404 | 59,862 | -2.4% | | Sauces and Condiments | 62,592 | 60,893 | 2.8% | | Dairy Products and Eggs | 34,284 | 35,357 | -3.0% | | Beverages and Alcoholic Drinks | 26,180 | 24,974 | 4.8% | | Kitchen and Hygiene Products | 25,242 | 24,248 | 4.1% | | **Total** | **302,544** | **292,476** | **3.4%** | - Household and Grain Products, Packaged Food, and Sauces and Condiments are the primary revenue sources, collectively accounting for **71.7% of total revenue**[25](index=25&type=chunk) [Gross Profit and Gross Margin](index=11&type=section&id=Gross%20Profit%20and%20Gross%20Margin) Gross profit increased 8.0% to HK$71.41 million, with gross margin rising from 22.6% to 23.6%, driven by tourism recovery, customer expansion, and lower procurement costs Gross Profit and Gross Margin Performance | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Gross Profit (HK$ Thousand) | 71,406 | 66,113 | +8.0% | | Gross Margin | 23.6% | 22.6% | +1.0 ppt | [Other Income, Losses and Expenses](index=11&type=section&id=Other%20Income%2C%20Losses%20and%20Expenses) Net other losses of HK$3.74 million were recorded, mainly from a subsidiary disposal, while administrative expenses increased to HK$33.99 million due to higher emoluments and depreciation - Other income slightly decreased from **HK$4.8 million** to **HK$4.56 million**, primarily due to reduced handling fee income[31](index=31&type=chunk) - A net other loss of approximately **HK$3.74 million** was recorded, mainly comprising a loss of approximately **HK$3.33 million** from the disposal of a subsidiary and a write-off of bad debts of approximately **HK$0.42 million**[32](index=32&type=chunk) - Administrative expenses increased from **HK$32.53 million** to **HK$33.99 million**, primarily due to higher directors' emoluments and increased depreciation from new vehicles and warehouses[34](index=34&type=chunk) [Profit Analysis](index=13&type=section&id=Profit%20Attributable%20to%20Owners%20of%20the%20Company) Profit attributable to owners decreased to HK$1.061 million, primarily due to reduced handling fees, a subsidiary disposal loss, and increased emoluments and depreciation Profit Performance | Metric | FY2025 (HK$ Thousand) | FY2024 (HK$ Thousand) | | :--- | :--- | :--- | | Profit Attributable to Owners of the Company | 1,061 | 1,864 | [Dividends](index=13&type=section&id=Dividends) The Board does not recommend any dividend payment for the year ended March 31, 2025, consistent with the prior year - The Directors do not recommend the payment of any dividend for the year ended March 31, 2025[39](index=39&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=14&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2025, the Group's financial position was robust, with cash increasing to HK$61.45 million, current ratio improving to 4.8x, and gearing ratio decreasing to 4.8% Key Financial Position Indicators (as of March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Bank Balances and Cash (HK$ Thousand) | 61,449 | 47,606 | | Current Ratio | 4.8x | 4.4x | | Gearing Ratio | 4.8% | 13.8% | - Capital expenditure was approximately **HK$2.36 million**, primarily for acquiring vehicles to meet increased sales orders[49](index=49&type=chunk) - As of March 31, 2025, the Group employed **72 staff**, with total staff costs amounting to approximately **HK$29.16 million**[55](index=55&type=chunk) [Use of Proceeds from Listing](index=16&type=section&id=Use%20of%20Proceeds%20from%20Listing) The Group disclosed changes in the use of HK$48.5 million net listing proceeds, with HK$12.91 million remaining for catering, ERP, and marketing, expected to be fully utilized by December 2025 Use of Net Proceeds and Progress (HK$ Thousand) | Intended Use | Revised Allocation | Unutilized Amount as of Report Date | | :--- | :--- | :--- | | Developing catering services through restaurant expansion | 9,000 | 5,936 | | Upgrading Enterprise Resource Planning (ERP) system | 8,330 | 2,965 | | Conducting sales and marketing activities | 4,444 | 4,004 | | **Total Unutilized** | **-** | **12,905** | - Due to rising industrial building rents in Hong Kong, the original plan to lease two warehouses was adjusted to establish a new warehouse in Yau Tong, Kowloon[58](index=58&type=chunk) - The Group previously attempted to develop a catering business by opening a restaurant in Tsim Sha Tsui, but it was closed in March 2022 due to the pandemic, and the Group is still seeking development opportunities for this segment[61](index=61&type=chunk) [Directors' Report](index=19&type=section&id=Directors%27%20Report) [Key Risks and Uncertainties](index=20&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces key business, economic, financial, and human resource risks, including customer retention, inventory management, macroeconomic changes, and talent retention - Business risks: Facing the risk of inability to retain key customers and inventory obsolescence[71](index=71&type=chunk) - Economic and political risks: Changes in the macroeconomic environment and government policies may affect the company's ability to execute its strategies[72](index=72&type=chunk) - Financial risks: Facing foreign currency, interest rate, credit, and liquidity risks in daily operations[73](index=73&type=chunk) - Human resource risks: Potential difficulty in retaining key management talent in a competitive market[74](index=74&type=chunk) [Dividend Policy](index=21&type=section&id=Dividend%20Policy) The company's dividend policy allows the Board discretion, considering financial performance and future plans, with no dividend recommended for the current year - The Board does not recommend the payment of a dividend for the year ended March 31, 2025[76](index=76&type=chunk) - Dividend decisions will consider factors including: financial performance, working capital requirements, capital expenditure, future expansion plans, retained earnings, liquidity, and economic conditions[77](index=77&type=chunk) [Directors' and Major Shareholders' Interests in Shares](index=24&type=section&id=Directors%27%20and%20Major%20Shareholders%27%20Interests%20in%20Shares) As of March 31, 2025, Executive Directors Mr. Wong Siu Man and Mr. Wong Siu Wah, through Yuan Tian Investment Limited, collectively held 51.88% of the company's issued share capital Directors' Long Positions in the Company's Shares (as of March 31, 2025) | Director's Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Wong Siu Man | Interest in controlled corporation | 602,800,000 | 51.88% | | Mr. Wong Siu Wah | Interest in controlled corporation | 602,800,000 | 51.88% | Major Shareholders' Long Positions in the Company's Shares (as of March 31, 2025) | Shareholder's Name/Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Yuan Tian Investment Limited | Legal and beneficial owner | 602,800,000 | 51.88% | [Share Option Scheme](index=27&type=section&id=Share%20Option%20Scheme) The company's 2017 share option scheme aims to incentivize eligible individuals, with no options granted or exercised in FY2025, and a maximum of 116.2 million shares available for issue - For the year ended March 31, 2025, no share options were granted, lapsed, cancelled, or exercised[112](index=112&type=chunk) - As of the date of this annual report, the number of shares available for issue under the share option scheme is **116,200,000 shares**, representing **10% of the total issued shares**[117](index=117&type=chunk) [Corporate Governance Report](index=31&type=section&id=Corporate%20Governance%20Report) [Board Functions and Structure](index=31&type=section&id=Board%20Functions%20and%20Structure) The Board provides overall leadership, strategy, and oversight, comprising three executive and three independent non-executive directors, with separate Chairman and CEO roles for governance - The company has complied with the Corporate Governance Code for the year ended March 31, 2025[131](index=131&type=chunk) - The Board comprises three executive directors and three independent non-executive directors, meeting the GEM Listing Rules' requirements for the number and professional qualifications of independent non-executive directors[138](index=138&type=chunk)[139](index=139&type=chunk) - The roles of Chairman (Mr. Wong Siu Man) and Chief Executive Officer (Mr. Wong Siu Wah) are held by different individuals, with clearly defined responsibilities[142](index=142&type=chunk) [Board Committees](index=38&type=section&id=Board%20Committees) The Board has an Audit, Nomination, and Remuneration Committee, overseeing financial reporting, internal controls, risk management, Board structure, diversity, and executive remuneration policies - The Audit Committee comprises three independent non-executive directors, with the chairman possessing appropriate professional qualifications, and its primary responsibilities include monitoring financial statement integrity, reviewing internal control systems, and advising on external auditors[154](index=154&type=chunk) - The Nomination Committee, composed of three independent non-executive directors, is responsible for reviewing the Board's structure, size, composition, and diversity policy, and assessing the independence of independent non-executive directors[158](index=158&type=chunk) - The Remuneration Committee, consisting of three independent non-executive directors, is responsible for reviewing remuneration policies and determining the remuneration packages for directors and senior management[165](index=165&type=chunk) [Risk Management and Internal Control](index=43&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for internal controls, which were reviewed by an independent consultant and deemed effective, with key risks identified across strategic, operational, financial, and compliance areas - The Board has reviewed the Group's internal control system, including financial, operational, and legal compliance controls, and considers them effective and adequate[174](index=174&type=chunk)[178](index=178&type=chunk) - This year, the Group engaged an independent third-party consultant to review the internal control system, and their optimization recommendations have been adopted[175](index=175&type=chunk) Identified Key Risks | Risk Category | Key Risks | | :--- | :--- | | Strategic Risk | Market competition | | Operational Risk | Employee commitment and satisfaction, warehouse operational disruptions | | Financial Risk | Customer credit risk, capital investment and returns | | Compliance Risk | Food safety regulations, changes in company and tax laws, etc. | [Environmental, Social and Governance (ESG) Report](index=48&type=section&id=Environmental%2C%20Social%20and%20Governance%20(ESG)%20Report) [Environmental Aspect](index=54&type=section&id=Environmental%20Aspect) The Group aims to reduce environmental impact, reporting 740.3 tonnes of CO2e emissions, with a 5% reduction target for Scope 1 and 2 intensity by 2028, while packaging material usage increased Greenhouse Gas Emissions (tonnes of CO2 equivalent) | Greenhouse Gas Emissions | 2025 (tonnes CO2e) | 2024 (tonnes CO2e) | | :--- | :--- | :--- | | Scope 1 Emissions | 66.5 | 86.3 | | Scope 2 Emissions | 235.9 | 212.3 | | Scope 3 Emissions | 437.9 | 0.3 | | **Total Emissions** | **740.3** | **298.9** | - The Group has set a target to reduce Scope 1 and Scope 2 greenhouse gas emission intensity by **5%** by 2028, compared to the 2023 baseline year[220](index=220&type=chunk) Resource Consumption | Resource Type | 2025 | 2024 | | :--- | :--- | :--- | | Total Energy Consumption (MWh equivalent) | 634.94 | 970.43 | | Total Water Consumption (cubic meters) | 311.0 | 221.5 | | Total Packaging Material (tonnes) | 205.1 | 153.3 | [Social Aspect](index=62&type=section&id=Social%20Aspect) The Group fosters a harmonious work environment for its 72 employees, with a 24% turnover rate, zero work-related fatalities, and prioritizes local suppliers, while actively engaging in anti-corruption and community investment - As of the end of the reporting period, the Group had a total of **72 employees**, with an annual total employee turnover rate of **24%**[244](index=244&type=chunk)[247](index=247&type=chunk) - Over the past three years (including the reporting period), the Group has had no work-related fatalities and zero lost workdays due to occupational injuries[252](index=252&type=chunk)[253](index=253&type=chunk) - The Group has **206 suppliers**, of which **94% (194)** are located in Hong Kong, aiming to reduce carbon emissions and transportation costs[258](index=258&type=chunk)[274](index=274&type=chunk) - During the reporting period, the Group found no violations or legal cases related to corruption, fraud, money laundering, or bribery, and provided **5 hours of anti-corruption training** for directors and employees[266](index=266&type=chunk) [Independent Auditor's Report](index=76&type=section&id=Independent%20Auditor%27s%20Report) [Independent Auditor's Report Summary](index=76&type=section&id=Independent%20Auditor%27s%20Report%20Summary) Evergreen (Hong Kong) CPA Limited issued an unqualified opinion on the Group's consolidated financial statements, highlighting inventory valuation and trade receivables impairment as key audit matters - The auditor believes that the consolidated financial statements present a true and fair view of the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards[277](index=277&type=chunk) - Key audit matters are: - **Inventory Valuation**: Valuation involves significant estimates due to the perishable nature and expiry risk of inventory[281](index=281&type=chunk)[282](index=282&type=chunk) - **Impairment Assessment of Trade Receivables**: The measurement of expected credit losses for significant trade receivables involves material judgments and assumptions[284](index=284&type=chunk) [Consolidated Financial Statements](index=82&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=82&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For FY2025, revenue grew 3.4% to HK$302.5 million, gross profit increased 8.0% to HK$71.41 million, but profit and total comprehensive income decreased to HK$1.061 million Consolidated Statement of Profit or Loss Summary (for the year ended March 31, HK$ Thousand) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 302,544 | 292,476 | | Gross Profit | 71,406 | 66,113 | | Operating Profit | 2,550 | 2,757 | | Profit Before Tax | 2,017 | 1,878 | | **Profit and Total Comprehensive Income for the Year** | **1,061** | **1,864** | [Consolidated Statement of Financial Position](index=83&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets were HK$125.1 million, total liabilities HK$25.2 million, and total equity increased to HK$99.93 million, reflecting improved liquidity Consolidated Statement of Financial Position Summary (as of March 31, HK$ Thousand) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 7,681 | 16,554 | | Current assets | 117,452 | 115,750 | | **Total Assets** | **125,133** | **132,304** | | **Equity and Liabilities** | | | | Total Equity | 99,932 | 98,871 | | Non-current liabilities | 745 | 6,839 | | Current liabilities | 24,456 | 26,594 | | **Total Equity and Liabilities** | **125,133** | **132,304** | [Consolidated Statement of Cash Flows](index=85&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) Net cash from operating activities increased to HK$23.94 million, while investing and financing activities resulted in net outflows of HK$2.78 million and HK$7.36 million, respectively, with year-end cash at HK$60.87 million Consolidated Statement of Cash Flows Summary (for the year ended March 31, HK$ Thousand) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash from operating activities | 23,942 | 19,514 | | Net cash used in investing activities | (2,783) | (419) | | Net cash used in financing activities | (7,361) | (7,046) | | **Net increase in cash and cash equivalents** | **13,843** | **12,049** | | Cash and cash equivalents at beginning of year | 47,030 | 34,981 | | **Cash and cash equivalents at end of year** | **60,873** | **47,030** | [Five-Year Financial Summary](index=135&type=section&id=Five-Year%20Financial%20Summary) [Five-Year Financial Summary](index=135&type=section&id=Five-Year%20Financial%20Summary) The report summarizes five-year financial data, showing revenue growth from HK$228 million to HK$303 million, a return to profitability in FY2024, and stable total equity Five-Year Results Summary (for the year ended March 31, HK$ Thousand) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | 2022 (HK$ Thousand) | 2021 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 302,544 | 292,476 | 286,244 | 241,372 | 227,709 | | Profit/(Loss) Before Tax | 2,017 | 1,878 | (3,940) | (1,538) | (14,376) | | Profit/(Loss) for the Year | 1,061 | 1,864 | (4,408) | (2,137) | (14,618) | Five-Year Assets and Liabilities Summary (as of March 31, HK$ Thousand) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | 2022 (HK$ Thousand) | 2021 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 125,133 | 132,304 | 135,604 | 123,163 | 124,063 | | Total Liabilities | 25,201 | 33,433 | 38,597 | 21,748 | 20,511 | | **Total Equity** | **99,932** | **98,871** | **97,007** | **101,415** | **103,552** |

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告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部份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。 Asia Grocery Distribution Limited 亞洲富思集團控股有限公司 （於開曼群島註冊成立的有限公司） （前稱「Asia Grocery Distribution Limited 亞洲雜貨有限公司」） （股份代號：8413） 截至二零二五年三月三十一日止年度之全年業績公告 亞洲富思集團控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈本 公司及其附屬公司截至二零二五年三月三十一日止年度之全年業績。本公告載列 本公司二零二五年全年報告全文，符合香港聯合交易所有限公司GEM證券上市規 則內有關全年業績初步公告附載資料的相關規定。 承董事會命 亞洲富思集團控股有限公司 主席兼執行董事 黃少文 香港，二零二五年六月二十六日 於本公告日期，執行董事為黃少文先生（主席）、黃少華先生（行政總裁）及葉錦昌 先生（合規主任），而獨立非執行董事為岑政熹先生、王兆斌先生及陳愷兒小姐。 ...

[Company and Management Information](index=3&type=section&id=Company%20and%20Management%20Information) [Company Information](index=3&type=section&id=Company%20Information) This section provides fundamental information about Asia Foodinvest Holdings Limited, including its board, committees, and key corporate details - Key management includes Chairman **Mr. Wong Siu Man**, CEO **Mr. Wong Siu Wah**, and Compliance Officer **Mr. Yip Kam Cheong**. The Audit, Remuneration, and Nomination Committees are chaired by independent non-executive directors **Mr. Ng Fan Kei**, **Mr. Wong Siu Bun**, and **Ms. Chan Hoi Yee**, respectively[33](index=33&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman%27s%20Statement) The Chairman's Statement reviews the Group's over 40 years of experience in Hong Kong's food and beverage distribution and expresses optimism for future performance - The Group, operating under the 'Hung Fat Ho' brand, possesses over **40 years of experience** in Hong Kong's food and beverage grocery distribution industry, serving diverse clients including restaurants, hotels, and food processors[17](index=17&type=chunk) - The Chairman expresses optimism for future prospects, anticipating improved Group performance driven by increased inbound tourism and government consumption stimulus measures, aiming for better shareholder returns[18](index=18&type=chunk)[62](index=62&type=chunk) [Biographies of Directors and Senior Management](index=5&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the personal profiles, industry experience, and key responsibilities of the company's directors and senior management - Executive Directors **Mr. Wong Siu Man** (Chairman) and **Mr. Wong Siu Wah** (CEO) are brothers and controlling shareholders, responsible for overall management and development strategy, and daily operations, respectively[39](index=39&type=chunk)[65](index=65&type=chunk) - Independent Non-Executive Directors **Mr. Ng Fan Kei** and **Ms. Chan Hoi Yee** are members of the Hong Kong Institute of Certified Public Accountants, providing professional support in audit, tax, and financial management[44](index=44&type=chunk)[69](index=69&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) [Business and Financial Review](index=9&type=section&id=Business%20and%20Financial%20Review) For the year ended March 31, 2024, the Group's revenue increased by **2.2%** to **HKD292.48 million**, turning a prior-year loss into a profit of **HKD1.86 million** Financial Metric | Financial Metric | Year Ended March 31, 2024 (HKD thousands) | Year Ended March 31, 2023 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 292,476 | 286,244 | +2.2% | | **Cost of Sales** | (226,363) | (219,429) | +3.2% | | **Gross Profit** | 66,113 | 66,815 | -1.1% | | **Gross Margin** | 22.6% | 23.3% | -0.7pp | | **Profit/(Loss) for the Year** | 1,864 | (4,408) | Turned to Profit | Product Category Revenue | Product Category | 2024 Revenue (HKD thousands) | 2023 Revenue (HKD thousands) | Percentage Change | | :--- | :--- | :--- | :--- | | Daily Necessities and Cereal Products | 87,142 | 90,276 | -3.5% | | Packaged Food | 59,862 | 57,777 | +3.6% | | Sauces and Condiments | 60,893 | 57,329 | +6.2% | | Dairy Products and Eggs | 35,357 | 36,179 | -2.3% | | Beverages and Alcoholic Drinks | 24,974 | 23,364 | +6.9% | | Kitchen and Hygiene Products | 24,248 | 21,319 | +13.7% | - The company's turnaround from loss to profit was primarily driven by increased revenue, higher handling fee income, reduced bad debt write-offs, lower legal and professional fees, and decreased depreciation of property, plant, and equipment, partially offset by increased procurement costs and reduced government grants[119](index=119&type=chunk) - The Board does not recommend the payment of any dividend for the year ended March 31, 2024[91](index=91&type=chunk) [Liquidity and Financial Resources](index=14&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintains a robust financial position with ample liquidity, evidenced by increased cash, a healthy current ratio, and reduced gearing Financial Indicators | Indicator | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Bank Balances and Cash | Approx. HKD47,606,000 | Approx. HKD35,533,000 | | Current Ratio | Approx. 4.4 times | Approx. 4.5 times | | Gearing Ratio | Approx. 13.8% | Approx. 20.4% | - The Group primarily funds daily operations through internally generated cash flow and utilizes net proceeds from its listing to support business expansion. While monitoring foreign currency risks, the Group currently has no foreign currency hedging policy[97](index=97&type=chunk)[123](index=123&type=chunk) [Use of Proceeds](index=16&type=section&id=Use%20of%20Proceeds) This report details the utilization of approximately **HKD48.5 million** in net proceeds from the listing, with some funds reallocated and **HKD14.33 million** remaining for future initiatives Use of Net Proceeds | Intended Use of Net Proceeds | Revised Allocated Amount (HKD thousands) | Unutilized Amount as of Report Date (HKD thousands) | Expected Full Utilization Time | | :--- | :--- | :--- | :--- | | Development of Catering Services Business | 9,000 | 5,936 | On or before December 31, 2024 | | Upgrade of ERP System | 8,330 | 4,242 | On or before December 31, 2024 | | Sales and Marketing Activities | 4,444 | 4,151 | On or before December 31, 2024 | | **Total Unutilized** | **30,263** | **14,329** | | - Due to changes in market conditions, the Group adopted a more cautious expansion plan, leading to delays in the utilization schedule for some proceeds[109](index=109&type=chunk) - The Group's planned Tsim Sha Tsui restaurant was closed in March 2022 due to the pandemic, and new opportunities for this business segment are currently being sought[941](index=941&type=chunk) [Directors' Report](index=19&type=section&id=Directors%27%20Report) [Principal Business and Risks](index=19&type=section&id=Principal%20Business%20and%20Risks) The Group's principal business involves food and beverage distribution and catering in Hong Kong, facing risks including market competition, customer retention, and economic shifts - The Company's principal business is investment holding, with its subsidiaries primarily engaged in food and beverage grocery distribution in Hong Kong, and no significant change in the nature of its principal business during the year[973](index=973&type=chunk) - Key risks faced by the Group include the inability to retain major customers, inventory obsolescence risk, adverse changes in economic and political environments, financial risks, and the risk of losing key management personnel[977](index=977&type=chunk)[978](index=978&type=chunk)[979](index=979&type=chunk)[987](index=987&type=chunk) [Dividends, Share Capital and Reserves](index=21&type=section&id=Dividends%2C%20Share%20Capital%20and%20Reserves) The Board does not recommend any dividend for the current year, with share capital unchanged and distributable reserves at approximately **HKD14.65 million** - The Board does not recommend the payment of a dividend for the year ended March 31, 2024[175](index=175&type=chunk)[311](index=311&type=chunk) - As of March 31, 2024, the company's distributable reserves to shareholders amounted to approximately **HKD14,651,000**[281](index=281&type=chunk) - There was no change in the company's share capital during the year, with details provided in Note 26 to the consolidated financial statements[277](index=277&type=chunk) [Directors' and Shareholders' Interests](index=23&type=section&id=Directors%27%20and%20Shareholders%27%20Interests) The report details directors' and major shareholders' interests, with key executives holding **51.88%** of shares, and top five customers and suppliers each accounting for less than **30%** Directors' Shareholdings | Director's Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Wong Siu Man | Interest in Controlled Corporation | 602,800,000 | 51.88% | | Mr. Wong Siu Wah | Interest in Controlled Corporation | 602,800,000 | 51.88% | - For the year ended March 31, 2024, total revenue from the Group's top five customers and total purchases from its top five suppliers each accounted for less than **30%** of the respective totals[184](index=184&type=chunk)[185](index=185&type=chunk) [Share Option Scheme](index=28&type=section&id=Share%20Option%20Scheme) The company's share option scheme, adopted in 2017, had no options granted or exercised during the period, with **116.2 million** shares available for issuance - For the year ended March 31, 2024, no share options were granted, lapsed, cancelled, or exercised, and no unexercised share options remained at the end of the reporting period[326](index=326&type=chunk) - As of the date of this annual report, the total number of shares available for issue under the Share Option Scheme is **116,200,000**, representing **10%** of the total issued shares[301](index=301&type=chunk) [Corporate Governance Report](index=31&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=31&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company maintains high corporate governance standards, complying with GEM Listing Rules, with a balanced six-member Board ensuring separation of Chairman and CEO roles - The Board believes that the company has complied with the Corporate Governance Code for the year ended March 31, 2024[361](index=361&type=chunk) - The Board comprises **six members**: three executive directors (**Mr. Wong Siu Man**, **Mr. Wong Siu Wah**, **Mr. Yip Kam Cheong**) and three independent non-executive directors (**Ms. Chan Hoi Yee**, **Mr. Ng Fan Kei**, **Mr. Wong Siu Bun**), meeting listing rule requirements[344](index=344&type=chunk)[366](index=366&type=chunk) - The roles of Chairman (**Mr. Wong Siu Man**) and Chief Executive Officer (**Mr. Wong Siu Wah**) are held by different individuals, complying with the Corporate Governance Code and promoting a balance of power[348](index=348&type=chunk)[370](index=370&type=chunk)[371](index=371&type=chunk) - All directors have participated in continuous professional development to update their knowledge and skills, and have been provided with the latest information on GEM Listing Rules and other applicable regulatory requirements[351](index=351&type=chunk)[352](index=352&type=chunk) [Board Committees](index=39&type=section&id=Board%20Committees) The Board has three independent non-executive director-chaired committees—Audit, Nomination, and Remuneration—responsible for financial oversight, board structure, and executive compensation - The Audit Committee, comprising three independent non-executive directors with **Mr. Ng Fan Kei** as Chairman, is responsible for monitoring financial reporting integrity and internal control system effectiveness, holding **four meetings** during the year[385](index=385&type=chunk)[405](index=405&type=chunk)[956](index=956&type=chunk) - The Nomination Committee, comprising three independent non-executive directors with **Ms. Chan Hoi Yee** as Chairman, is responsible for reviewing board structure, diversity policy, and assessing director independence, holding **one meeting** during the year[290](index=290&type=chunk)[406](index=406&type=chunk)[407](index=407&type=chunk) - The Remuneration Committee, comprising three independent non-executive directors with **Mr. Wong Siu Bun** as Chairman, is responsible for reviewing and recommending remuneration policies for directors and senior management, holding **one meeting** during the year[389](index=389&type=chunk)[412](index=412&type=chunk)[436](index=436&type=chunk) [Risk Management and Internal Control](index=44&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is fully responsible for the Group's risk management and internal control systems, which are deemed effective and adequate after an independent review - The Board has reviewed the Group's risk management and internal controls adopted for the year ended March 31, 2024, and considers them effective and adequate[267](index=267&type=chunk) - Key risks identified by the Group include market competition (strategic risk), employee and warehouse operations (operational risk), customer credit and return on capital (financial risk), and regulatory changes (compliance risk)[426](index=426&type=chunk)[427](index=427&type=chunk)[447](index=447&type=chunk)[448](index=448&type=chunk) - The company does not have an internal audit function but engaged an independent consultant for an annual review of its internal control system, adopting their optimization recommendations[422](index=422&type=chunk)[445](index=445&type=chunk) [Shareholders' Rights and Communication](index=47&type=section&id=Shareholders%27%20Rights%20and%20Communication) The company has established a shareholder communication policy, enabling effective dialogue through various channels, with shareholders holding at least **10%** of paid-up capital entitled to requisition an EGM - The company maintains communication with shareholders through various channels, including annual and quarterly reports, website disclosures, and general meetings, to ensure information transparency and timely disclosure[317](index=317&type=chunk)[453](index=453&type=chunk)[989](index=989&type=chunk) - Shareholders holding not less than **one-tenth** of the company's paid-up share capital have the right to request the Board to convene an extraordinary general meeting[430](index=430&type=chunk) [Environmental, Social and Governance Report](index=48&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [ESG Governance and Strategy](index=51&type=section&id=ESG%20Governance%20and%20Strategy) The Group has established a three-tier ESG governance structure, with the Board fully responsible for setting and overseeing ESG strategies and identifying material ESG issues - The Board holds overall responsibility for the Group's ESG strategy, performance, and reporting, supported by an ESG working group comprising executive directors and senior management[466](index=466&type=chunk)[468](index=468&type=chunk) - Through materiality assessment, the Group identified 'Emissions' and 'Resource Usage' as significant environmental ESG issues, and 'Employment', 'Health and Safety', 'Supply Chain Management', and 'Product Responsibility' as significant social ESG issues[502](index=502&type=chunk)[525](index=525&type=chunk) [Environmental Aspect](index=55&type=section&id=Environmental%20Aspect) The Group is committed to energy conservation and emission reduction, with total greenhouse gas emissions of **298.9 tonnes CO2e**, aiming for a **5%** reduction by 2028, and addressing climate-related risks Greenhouse Gas Emissions | Greenhouse Gas Emissions (tonnes CO2e) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Scope 1 (Direct Emissions) | 86.3 | 83.9 | 10.5 | | Scope 2 (Indirect Emissions) | 212.3 | 124.6 | 90.5 | | **Total Emissions** | **298.9** | **208.8** | **101.3** | | **Emission Intensity (tonnes/HKD million revenue)** | **1.022** | **0.729** | **0.420** | - The Group has set a target to reduce Scope 1 and Scope 2 greenhouse gas emission intensity by **5%** by 2028, compared to the 2023 baseline[531](index=531&type=chunk) - The Group has identified climate change-related risks, including delivery delays due to extreme weather events (physical risk) and market shifts driven by customer preference for green products (transition risk)[544](index=544&type=chunk)[545](index=545&type=chunk) [Social Aspect](index=62&type=section&id=Social%20Aspect) The Group fosters a 'Happy Workplace' for **76 employees**, with a **26%** turnover rate and no work-related injuries, adheres to labor standards, prioritizes local and eco-certified suppliers, and actively engages in community investment Employment and Safety Indicators | Employment and Safety Indicators | 2024 | 2023 | | :--- | :--- | :--- | | Total Employees | 76 persons | 76 persons | | Employee Turnover Rate | 26% | 25% | | Lost Days Due to Work Injury | 0 days | 0 days | | Work-Related Fatalities | 0 persons | 0 persons | - The Group strictly adheres to labor regulations, prohibiting child and forced labor, and conducts rigorous identity verification during recruitment[583](index=583&type=chunk)[608](index=608&type=chunk) - In supply chain management, the Group has **207 suppliers**, with **194** (approximately **94%**) located in Hong Kong to reduce carbon footprint, prioritizing suppliers with environmental and social certifications[592](index=592&type=chunk)[615](index=615&type=chunk) - During the reporting period, no sold or shipped products required recall due to safety or health reasons, nor were any related complaints received[634](index=634&type=chunk)[647](index=647&type=chunk) - The Group actively implements anti-corruption policies, providing **6 hours** of relevant training to directors and employees, with no corruption lawsuits reported during the period[624](index=624&type=chunk)[662](index=662&type=chunk) [Independent Auditor's Report](index=74&type=section&id=Independent%20Auditor%27s%20Report) [Auditor's Opinion](index=75&type=section&id=Auditor%27s%20Opinion) Evergreen (Hong Kong) CPA Limited, the auditor, believes the Group's consolidated financial statements fairly present its financial position and performance, prepared in accordance with HKFRS - The auditor issued an **Unqualified Opinion** on the Group's consolidated financial statements[665](index=665&type=chunk) [Key Audit Matters](index=76&type=section&id=Key%20Audit%20Matters) The auditor identified inventory valuation and impairment assessment of trade receivables as key audit matters due to their materiality and reliance on management judgment - Key Audit Matter One: Inventory Valuation. This is considered a key audit matter due to the significant inventory balance (**HKD24.5 million**) and the management's estimates involved in determining provisions for slow-moving and obsolete inventory[641](index=641&type=chunk)[689](index=689&type=chunk) - Key Audit Matter Two: Impairment Assessment of Trade Receivables. This is considered a key audit matter due to the significant amount of trade receivables (**HKD36.89 million**) and the significant judgments and assumptions involved in measuring expected credit losses[668](index=668&type=chunk)[762](index=762&type=chunk) [Consolidated Financial Statements](index=80&type=section&id=Consolidated%20Financial%20Statements) [Key Financial Statements](index=80&type=section&id=Key%20Financial%20Statements) For the current year, the Group achieved total revenue of **HKD292 million**, turning a loss into a profit of **HKD1.86 million**, and maintaining a robust financial position Consolidated Income Statement Summary | **Consolidated Income Statement Summary (HKD thousands)** | **2024** | **2023** | | :--- | :--- | :--- | | Revenue | 292,476 | 286,244 | | Gross Profit | 66,113 | 66,815 | | Profit/(Loss) Before Tax | 1,878 | (3,940) | | **Total Profit/(Loss) for the Year** | **1,864** | **(4,408)** | Consolidated Statement of Financial Position Summary | **Consolidated Statement of Financial Position Summary (HKD thousands)** | **March 31, 2024** | **March 31, 2023** | | :--- | :--- | :--- | | Non-current Assets | 16,554 | 23,991 | | Current Assets | 115,750 | 111,613 | | **Total Assets** | **132,304** | **135,604** | | Current Liabilities | 26,594 | 24,975 | | Non-current Liabilities | 6,839 | 13,622 | | **Total Liabilities** | **33,433** | **38,597** | | **Net Assets** | **98,871** | **97,007** | Consolidated Cash Flow Statement Summary | **Consolidated Cash Flow Statement Summary (HKD thousands)** | **2024** | **2023** | | :--- | :--- | :--- | | Net Cash from Operating Activities | 19,514 | 14,049 | | Net Cash Used in Investing Activities | (419) | (3,697) | | Net Cash Used in Financing Activities | (7,046) | (5,168) | | **Net Increase in Cash and Cash Equivalents** | **12,049** | **5,184** | [Notes to the Consolidated Financial Statements](index=85&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements detail accounting policies and specific components, including revenue recognition, inventory measurement, and financial instrument impairment, providing crucial supplementary information - Revenue recognition policy: Revenue from the sale of food and grocery products is recognized when control of the products is transferred, meaning the products have been delivered and accepted by the customer[141](index=141&type=chunk)[143](index=143&type=chunk) - Impairment of financial assets: The Group applies the simplified approach to trade receivables, recognizing lifetime expected credit losses. For other financial instruments, lifetime expected credit losses are recognized if credit risk has significantly increased since initial recognition[158](index=158&type=chunk)[811](index=811&type=chunk) - Segment information: All of the Group's revenue is derived from the sale of goods in Hong Kong, resulting in a single operating segment[204](index=204&type=chunk)[922](index=922&type=chunk) - Related party transactions: During the year, transactions including sales of goods, purchases, and service fees occurred with 'Top Grade Catering Development Limited', a company wholly owned by Director Mr. Wong Siu Man[1105](index=1105&type=chunk)[1132](index=1132&type=chunk) [Financial Summary](index=134&type=section&id=Financial%20Summary) [Five-Year Financial Summary](index=134&type=section&id=Five-Year%20Financial%20Summary) This section provides a summary of the Group's key consolidated results and financial position over the past five fiscal years, showing steady revenue growth and a turnaround to profit in FY2024 Five-Year Financial Summary | **Year Ended March 31 (HKD thousands)** | **2024** | **2023** | **2022** | **2021** | **2020** | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 292,476 | 286,244 | 241,372 | 227,709 | 204,368 | | **Total Profit/(Loss) for the Year** | 1,864 | (4,408) | (2,137) | (14,618) | (3,573) | | **Total Assets** | 132,304 | 135,604 | 123,163 | 124,063 | 118,920 | | **Net Assets** | 98,871 | 97,007 | 101,415 | 103,552 | 102,751 |

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告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部份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。 Asia Grocery Distribution Limited 亞洲富思集團控股有限公司 （於開曼群島註冊成立的有限公司） （前稱「Asia Grocery Distribution Limited 亞洲雜貨有限公司」） （股份代號：8413） 截至二零二四年三月三十一日止年度之全年業績公告 亞洲富思集團控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈本 公司及其附屬公司截至二零二四年三月三十一日止年度之全年業績。本公告載列 本公司二零二四年全年報告全文，符合香港聯合交易所有限公司GEM證券上市規 則內有關全年業績初步公告附載資料的相關規定。 承董事會命 亞洲富思集團控股有限公司 主席兼執行董事 黃少文 香港，二零二四年六月二十六日 於本公告日期，執行董事為黃少文先生（主席）、黃少華先生（行政總裁）及葉錦昌 先生（合規主任），而獨立非執行董事為吳奮基先生、王兆斌先生及陳愷兒小姐。 ...

Financial Performance - The company recorded revenue of approximately HKD 145,609,000 for the six months ended September 30, 2023, compared to HKD 137,465,000 for the same period in 2022, representing an increase of 5.3%[6] - The loss attributable to owners of the company for the six months ended September 30, 2023, was approximately HKD 380,000, a significant decline from the profit of HKD 3,427,000 for the same period in 2022[6] - The gross profit for the six months ended September 30, 2023, was HKD 32,284,000, down from HKD 34,204,000 in the previous year, indicating a decrease of 5.6%[7] - The group reported total revenue of HKD 145,609,000 for the six months ended September 30, 2023, an increase of 5.8% compared to HKD 137,465,000 for the same period in 2022[21] - For the six months ended September 30, 2023, the loss attributable to shareholders was HKD 380,000, compared to a profit of HKD 3,427,000 in 2022, leading to a basic loss per share of HKD (0.03) compared to a profit of HKD 0.29 in the prior year[31] Dividends and Shareholder Returns - The company did not recommend the payment of any interim dividend for the six months ended September 30, 2023, consistent with the previous year[6] - The group did not declare or recommend any dividends for the six months ended September 30, 2023[30] - The company has not declared or recommended any dividends for the six months ended September 30, 2023[59] Cash Flow and Liquidity - Cash and cash equivalents at the end of the period increased to HKD 36,578,000 from HKD 34,981,000 at the end of March 2023, reflecting a net increase of HKD 1,597,000[13] - The net cash generated from operating activities for the six months ended September 30, 2023, was HKD 5,017,000, compared to HKD 4,203,000 for the same period in 2022, showing an increase of 19.3%[13] - As of September 30, 2023, the group's bank balance and cash amounted to approximately HKD 37,130,000, an increase from HKD 35,533,000 as of March 31, 2023[64] - The current ratio as of September 30, 2023, was approximately 4.4 times, slightly down from 4.5 times as of March 31, 2023[64] Assets and Liabilities - Total assets less current liabilities as of September 30, 2023, were HKD 106,809,000, a decrease from HKD 110,629,000 as of March 31, 2023[9] - The company reported a decrease in inventory to HKD 28,405,000 from HKD 32,112,000, representing a reduction of 11.0%[9] - Trade receivables increased to HKD 42,918,000 as of September 30, 2023, from HKD 39,695,000 as of March 31, 2023, indicating a growth of approximately 5.6%[34] - Trade payables decreased to HKD 10,080,000 as of September 30, 2023, from HKD 11,989,000 as of March 31, 2023, reflecting a decline of approximately 15.9%[37] - The total interest-bearing borrowings as of September 30, 2023, were approximately HKD 16,932,000, a decrease from HKD 19,789,000 as of March 31, 2023[69] - The debt-to-equity ratio as of September 30, 2023, was approximately 17.5%, down from 20.4% as of March 31, 2023[69] Operating Expenses - The sales cost for the same period was approximately HKD 113,325,000, representing an increase of about 9.7% from approximately HKD 103,261,000 in the previous year[49] - The total employee costs, including directors' remuneration, amounted to HKD 14,156,000 for the six months ended September 30, 2023, up from HKD 13,315,000 in 2022[27] - The total compensation for directors and key management personnel for the six months ended September 30, 2023, was HKD 5,825,000, an increase from HKD 5,203,000 in the same period of 2022[42] Market Conditions and Future Outlook - The company has been impacted by COVID-19, with the business environment remaining challenging since the outbreak began in January 2020, affecting revenue streams particularly in the first quarter of 2022[44] - The company remains optimistic about the recovery of the Hong Kong economy in 2023 and 2024 and will closely monitor market conditions for suitable business expansion opportunities[45] - The company plans to invest more resources in sales and marketing activities and actively promote new product development in response to increased market competition[45] - The company aims to expand its operations to become a leading food and beverage distributor in Hong Kong[85] Corporate Governance - The company has maintained high standards of corporate governance, adhering to the principles and code provisions outlined in the GEM Listing Rules[97] - The audit committee has reviewed the unaudited consolidated results for the six months ending September 30, 2023, and found them to comply with applicable accounting standards and GEM Listing Rules[102] - The board of directors consists of three executive directors and three independent non-executive directors, ensuring a balanced governance structure[102] - The company has established an audit committee to monitor financial reporting, internal controls, and risk management systems[100] Compliance and Regulations - The company has adopted a set of securities trading rules for directors, confirming compliance with the standards set forth in GEM Listing Rules from April 1, 2023, to September 30, 2023[92] - There were no known violations of the securities trading standards or insider information policies by directors or employees during the six months ending September 30, 2023[92] - The company has confirmed that there are no competing businesses owned by directors or controlling shareholders as of September 30, 2023[93] - All commitments under the non-competition agreement established on March 27, 2017, have been adhered to by the controlling shareholders during the reporting period[94]

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告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部份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。 Asia Grocery Distribution Limited 亞 洲 雜 貨 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8413） 截至二零二三年九月三十日止六個月之中期業績公告 亞洲雜貨有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈本公司及其 附屬公司截至二零二三年九月三十日止六個月之未經審核合併業績。本公告載列 本公司二零二三年中期報告全文，符合香港聯合交易所有限公司GEM證券上市規 則內有關中期業績初步公告附載資料的相關規定。 承董事會命 亞洲雜貨有限公司 主席兼執行董事 黃少文 香港，二零二三年十一月九日 於本公告日期，執行董事為黃少文先生（主席）、黃少華先生（行政總裁）及葉錦昌 先生（合規主任），非執行董事為黃俊雄先生，而獨立非執行董事為吳奮基先生、王 兆斌先生及陳愷兒小姐。 ...

Financial Performance - The group recorded revenue of approximately HKD 73,520,000 for the three months ended June 30, 2023, compared to HKD 63,565,000 for the same period in 2022, representing a year-over-year increase of approximately 15.4%[6] - The profit attributable to the owners of the company for the three months ended June 30, 2023, was approximately HKD 149,000, a significant decrease from HKD 1,125,000 for the same period in 2022, reflecting a decline of approximately 86.8%[6] - The gross profit for the three months ended June 30, 2023, was HKD 16,253,000, slightly up from HKD 16,202,000 in the same period of 2022, indicating a marginal increase of 0.3%[7] - The total comprehensive income for the period attributable to the owners of the company was HKD 149,000, down from HKD 1,125,000 in the previous year, indicating a decline of approximately 86.8%[7] - The group’s pre-tax profit for the three months ended June 30, 2023, was HKD 289,000, a decrease from HKD 1,231,000 in the same period of 2022, representing a decline of approximately 76.6%[7] - The basic earnings per share for the three months ended June 30, 2023, was HKD 0.01, down from HKD 0.10 in the same period of 2022, reflecting a decrease of approximately 90%[7] Expenses and Costs - The group incurred a financing cost of HKD 248,000 for the three months ended June 30, 2023, compared to HKD 151,000 in the same period of 2022, marking an increase of approximately 64.9%[7] - The group’s sales and distribution expenses increased to HKD 8,861,000 for the three months ended June 30, 2023, compared to HKD 7,180,000 in the same period of 2022, reflecting an increase of approximately 23.4%[7] - The group’s administrative expenses were HKD 7,865,000 for the three months ended June 30, 2023, slightly down from HKD 7,985,000 in the same period of 2022, indicating a decrease of approximately 1.5%[7] - The company’s pre-tax profit for the three months ended June 30, 2023, was impacted by total employee costs of HKD 7,067,000, up from HKD 6,124,000 in 2022[22] - Cost of sales for the same period was approximately HKD 57,267,000, an increase of about HKD 9,904,000 or approximately 20.9% compared to HKD 47,363,000 for the same period last year[33] Dividends - The group did not recommend any dividend payment for the three months ended June 30, 2023, consistent with the previous year where no dividend was declared[6] - The company did not declare or recommend any dividends for the three months ended June 30, 2023[25] Revenue Breakdown - Revenue breakdown by product line for 2023 includes: Daily necessities and grain products at HKD 22,282,000, packaged food at HKD 14,990,000, sauces and condiments at HKD 15,547,000, dairy and eggs at HKD 9,276,000, beverages and alcohol at HKD 5,503,000, and kitchen and hygiene products at HKD 5,922,000[17] - Revenue for the three months ended June 30, 2023, increased by approximately HKD 9,955,000 or about 15.7% to approximately HKD 73,520,000, driven by increased demand for food and beverage products[32] Other Income - Other income for the three months ended June 30, 2023, was HKD 1,119,000, compared to HKD 766,000 in 2022, with significant contributions from service fees and interest income[20] - Other income rose from approximately HKD 766,000 to about HKD 1,119,000, mainly due to a service fee of approximately HKD 1,001,000 received from an independent third party[36] Cash and Financial Position - As of June 30, 2023, the company's cash and bank balances were approximately HKD 38,425,000, with a current ratio of about 4.3 times[46] - The debt-to-equity ratio as of June 30, 2023, was approximately 19.1%, down from 20.4% at the end of March 2023[47] Future Plans and Investments - The company plans to allocate approximately HKD 12,560,000 to upgrade the ERP system to enhance operational efficiency, with about HKD 7,720,000 already spent on consulting services and software/hardware acquisition[53] - Approximately HKD 5,540,000 is earmarked for sales and marketing activities to attract more customers and increase loyalty, with HKD 1,311,000 already spent on advertising and local food exhibitions[54] - The company has allocated around HKD 9,000,000 for the startup and renovation costs of a new restaurant, with HKD 3,064,000 already utilized for renovations[56] - The company plans to install new automated repackaging equipment with an allocation of approximately HKD 3,500,000, but has decided to outsource the repackaging process instead due to cost-effectiveness[56] - The company aims to strategically increase warehouse facilities near customers to support rising inventory levels, although the leasing has not yet commenced due to rising rental prices[52] Market Conditions and Strategy - The company anticipates a competitive market environment in 2023 and plans to invest more resources in sales and marketing activities[30] - The company has experienced a recovery in business due to government stimulus measures and the easing of COVID-19 restrictions, leading to increased sales[30] - The company remains cautiously optimistic about its core business despite economic uncertainties arising from the latest COVID-19 situation and government policy changes[57] - The board is actively assessing and managing uncertainties, taking necessary measures to navigate challenging times while adhering to pre-IPO strategic commitments[57] - The company aims to leverage its current customer base to offer a wide range of products and execute prudent cost control to seek optimal business development opportunities[57] Corporate Governance - The company has adhered to the corporate governance code as per GEM listing rules for the three months ending June 30, 2023[70] - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated results for the quarter and confirmed compliance with applicable accounting standards and GEM listing rules[72] Shareholder Information - As of June 30, 2023, major shareholders hold approximately 51.88% of the company's shares, with Mr. Huang Shaowen and Mr. Huang Shaohua each holding 602,800,000 shares[59] - No stock options were granted, exercised, lapsed, or cancelled under the stock option plan during the three months ending June 30, 2023[62] Risks and Challenges - Key strategic, operational, and financial risks include market competition, employee commitment and satisfaction, warehousing disruptions, customer credit risks, and investment returns[57] - The company believes it has a competitive advantage over competitors due to its strong track record and experienced management team[57] - The board will continue to explore opportunities for business diversification to strengthen and broaden the customer base[57] - The company is committed to expanding its operations to become one of Hong Kong's leading distributors of food and beverage groceries[57] Significant Events - No significant events affecting the group have been reported after June 30, 2023, up to the date of the quarterly report[71]