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之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 UNIVERSE PRINTSHOP HOLDINGS LIMITED 環球印館控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8448） 建議修訂本公司 組織章程大綱及細則 本公告乃環球印館控股有限公司（「本公司」）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17.50 (1)條而作出。 本 公 司 董 事（「董 事」）會（「董事會」）建 議 修 訂 本 公 司 現 有 第 二 次 經 修 訂 及 重 列 的 組 織章程大綱及組織章程細則（「建議修訂」），以(i)確保與適用法律（包括GEM上市規 則）相符；及(ii)作出其他相應及內部管理變更。鑒於建議修訂，董事會建議採納第 三份經修訂及重列的組織章程大綱及組織章程細則（「第三次經修訂及重列之組織 章程大綱及細則」），以替代及摒除本公司現有第二次經修訂及重列的組織章程大 綱及組織章程細則。 建議修訂概括如下： ...

Company Overview - Global Printing Holdings Limited primarily provides printing services to clients in Hong Kong, including offset printing, inkjet printing, and digital printing [3] - The company's main printing products include business-related items such as stationery, advertisements, journals, manuals, and catalogs [3] - Global Printing also offers various post-printing services tailored to customer requirements, such as varnishing, binding, and lamination [3] Financial Performance - As of March 31, 2025, Global Printing achieved total revenue of 151 million yuan, representing a year-on-year growth of 134.32% [2] - The net profit attributable to the parent company was 571,100 yuan, with a year-on-year increase of 102.18% [2] - The gross profit margin stood at 21.34%, while the debt-to-asset ratio was 92.92% [2] Market Performance - Over the past month, Global Printing has experienced a cumulative decline of 22.67%, and a year-to-date decline of 5.95%, underperforming the Hang Seng Index, which has risen by 24.48% [2] - As of the latest trading session, the stock price was 0.209 HKD per share, reflecting a 20.11% increase with a trading volume of 100,000 shares and a turnover of 20,500 HKD [1] Valuation Metrics - Currently, there are no institutional investment ratings for Global Printing [3] - The company's price-to-earnings (P/E) ratio is 28.06, ranking 23rd in the industry, while the average P/E ratio for the industrial support sector is 16.15 [3] - Comparatively, other companies in the sector have lower P/E ratios, such as Zhongbao New Materials at 3.29 and Yihua International Holdings at 3.31 [3]

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 FF301 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: 環球印館控股有限公司（於開曼群島註冊成立的有限公司） 呈交日期: 2025年8月4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) | 08448 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | HKD | | 0.01 HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 20,000,000,000 | HKD | | 0.01 HKD | | 200,000,00 ...

Group 1 - The company's shares will resume trading on July 30, 2025, at 9:00 AM [1]

Group 1 - The core point of the article is that Global Printing Holdings (08448.HK) announced that its shares will resume trading at 9:00 AM today (July 30, 2025) [1]

智通财经APP讯，环球印馆(08448)发布公告，该公司的股份将于2025年7月30日上午九时正起恢复买 卖。 ...

环球印馆(08448)发布公告，该公司的股份将于2025年7月30日上午九时正起恢复买卖。 ...

Group 1 - The company, Universal Printing (08448), reported a revenue of HKD 164 million for the fiscal year ending March 31, 2025, representing a year-on-year increase of 134.32% [1] - The profit attributable to equity holders of the company was HKD 618,900, marking a turnaround from a loss to profit compared to the previous year [1] - The basic earnings per share were HKD 0.0062 [1]

[Corporate Information](index=4&type=section&id=Corporate%20Information) This report provides basic corporate information for Global Printing Holdings Limited, including key contacts for the board, committees, legal advisors, bankers, auditor, and share registrar[5](index=5&type=chunk)[6](index=6&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) [Business Review and Prospects](index=6&type=section&id=Business%20Review%20and%20Prospects) The Group achieved a significant turnaround in FY2025 with a 134.4% revenue increase and a return to profitability, driven by successful overseas expansion that offset local market challenges FY2025 Performance Highlights | Indicator | FY2025 | FY2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HK$163.9 million | Approx. HK$69.9 million | ▲ 134.4% | | Total comprehensive income/(loss) attributable to equity holders | Income approx. HK$0.5 million | Loss approx. HK$28.4 million | Turnaround to profit | - To counter price competition and high production costs in Hong Kong, the Board terminated the final construction phase of the new Tsing Yi production base to ensure the company's operational continuity and long-term stability[9](index=9&type=chunk) - Despite challenges in the Hong Kong market, the company's overseas expansion in Mainland China, Taiwan, and the US progressed well, enhancing overall profitability and diversifying revenue streams[11](index=11&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review](index=8&type=section&id=Financial%20Review) In FY2025, the Group's financial performance rebounded strongly, with revenue soaring 134.4% to HK$164 million and achieving a turnaround to profitability through market expansion and cost control Key Financial Indicators for FY2025 | Financial Indicator | FY2025 (HK$ million) | FY2024 (HK$ million) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Revenue | 163.9 | 69.9 | ▲ 134.4% | | Cost of Sales | 128.9 | 60.5 | ▲ 113.1% | | Gross Profit | 35.0 | 9.4 | ▲ 272.3% | | Gross Profit Margin | 21.3% | 13.5% | ▲ 7.8pp | | Administrative and Other Expenses | 25.3 | 32.3 | ▼ 14.4% | | Comprehensive Income/(Loss) Attributable to Equity Holders | 0.5 | (28.4) | Turnaround to profit | - The substantial revenue growth was primarily attributed to the Group's expansion into new geographic segments and the introduction of business in selling printing-related raw materials and machinery[15](index=15&type=chunk) - Trade receivables increased from HK$4.6 million to HK$58.2 million, leading to a higher impairment loss of HK$2.5 million; however, most receivables were settled post-reporting date, and the loss is expected to be reversed[21](index=21&type=chunk)[29](index=29&type=chunk) - Cash and cash equivalents decreased from HK$9.8 million to HK$1.8 million, mainly due to the utilization of proceeds from the rights issue[33](index=33&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=12&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) As of 31 March 2025, the Group recorded net current liabilities of approximately HK$8.0 million and improved its current ratio to 0.91, while undertaking a capital reorganization to optimize its structure Liquidity and Capital Structure Indicators (as at 31 March) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Net Current Liabilities | Approx. HK$8.0 million | Approx. HK$6.8 million | | Cash and Cash Equivalents | Approx. HK$1.8 million | Approx. HK$9.8 million | | Current Ratio | 0.91 | 0.77 | | Gearing Ratio | 3.8 | 4.8 | - On 18 March 2025, the company implemented a share consolidation, combining every five shares of HK$0.05 each into one consolidated share of HK$0.25[39](index=39&type=chunk) - On 29 May 2025, the company further implemented a capital reduction and share subdivision as part of its capital reorganization[40](index=40&type=chunk) [Principal Risks and Uncertainties](index=13&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces key risks including reliance on customer retention, concentration on a single largest customer (31.93% of revenue), cost volatility, and macroeconomic changes in key markets - The Group's largest customer accounted for **31.93% of total revenue** in FY2025, indicating a customer concentration risk[47](index=47&type=chunk) - Profitability is affected by fluctuating costs of raw materials and subcontracting services, which are subject to uncontrollable factors like government policies and market competition[48](index=48&type=chunk) - The business is susceptible to economic conditions in key markets such as Hong Kong, Mainland China, Taiwan, and the US, including recessions, inflation, and trade policies[51](index=51&type=chunk) [Use of Proceeds](index=15&type=section&id=Use%20of%20Proceeds) The Group fully utilized the HK$24.0 million net proceeds from the 2018 share offer in FY2025 and has used most of the HK$32.7 million from the 2023 rights issue, with HK$1.0 million remaining - The net proceeds of HK$24.0 million from the 2018 share offer were fully utilized during FY2025 after two changes in their intended use[56](index=56&type=chunk)[58](index=58&type=chunk) Use of Proceeds from 2023 Rights Issue (HK$ million) | Intended Use | Planned Amount (Approx.) | Utilized in FY2025 (Approx.) | Unutilized Balance (Approx.) | Expected Full Utilization Date | | :--- | :--- | :--- | :--- | :--- | | Repayment of trade and other payables | 8.6 | 8.6 | – | Completed | | Partial repayment of a shareholder's loan | 16.2 | 16.2 | – | Completed | | Settlement of additional staff salaries | 4.6 | 3.6 | 1.0 | Before 31 March 2026 | | Settlement of rental payments | 3.3 | 3.3 | – | Completed | | **Total** | **32.7** | **31.7** | **1.0** | | [Biographical Details of Directors and Senior Management](index=20&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) [Profiles of Directors and Senior Management](index=20&type=section&id=Profiles%20of%20Directors%20and%20Senior%20Management) This section details the professional backgrounds of the company's directors and senior management, led by Chairman and CEO Mr. Lam Shing Tai, who has extensive industry experience - Mr. Lam Shing Tai, aged 58, serves as Executive Director, Chairman, and CEO, responsible for the Group's overall management and strategic planning, holding approximately **65.54%** of the company's shares[65](index=65&type=chunk)[66](index=66&type=chunk) - The Board members possess diverse industry backgrounds, including expertise in import/export, financial leasing, printing, accounting, and information technology[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) - The three Independent Non-executive Directors provide professional oversight in accounting, business advisory, and corporate governance[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) [Report of the Directors](index=23&type=section&id=Report%20of%20the%20Directors) [Business and Financial Position](index=23&type=section&id=Business%20and%20Financial%20Position) The Group's principal activities are general printing services and trading of printing equipment; the Board does not recommend a dividend for the year ended 31 March 2025 - The Group's principal activities are providing general printing services and trading printing equipment and consumables[75](index=75&type=chunk) - The Board does not recommend the payment of a final dividend for FY2025[78](index=78&type=chunk)[41](index=41&type=chunk) - During the year, the company implemented a share consolidation, merging every five shares of HK$0.05 each into one share of HK$0.25[80](index=80&type=chunk) [Directors' and Shareholders' Interests](index=26&type=section&id=Directors'%20and%20Shareholders'%20Interests) Chairman Mr. Lam Shing Tai holds a combined interest of approximately 65.54% of the company's shares through controlled corporations and concert party arrangements Equity Distribution of Major Directors and Shareholders as at 31 March 2025 | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held (Post-Consolidation) | Approx. Shareholding Percentage | | :--- | :--- | :--- | :--- | | Mr. Lam Shing Tai | Interest in controlled corporations and jointly held | 65,410,466 | 65.54% | | New Metro Inc. | Beneficial owner and jointly held | 65,410,466 | 65.54% | | Mr. Chow Man Keung | Beneficial owner and jointly held | 65,410,466 | 65.54% | | Mr. Koh Ching Her | Beneficial owner and jointly held | 65,410,466 | 65.54% | [Supplier, Customer, and Employee Relations](index=30&type=section&id=Supplier%2C%20Customer%2C%20and%20Employee%20Relations) The Group has a highly concentrated supplier and customer base, with its top supplier and customer accounting for 77.0% of purchases and 31.9% of sales, respectively - Supplier concentration is very high, with the **largest supplier accounting for 77.0%** of total purchases[102](index=102&type=chunk) - Customer concentration is high, with the **largest customer representing 31.9%** of total revenue[102](index=102&type=chunk) Employee Information | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 39 | 39 | | Staff Costs | Approx. HK$14.9 million | Approx. HK$20.3 million | [Corporate Governance Report](index=35&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=35&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company complied with the Corporate Governance Code, with the sole deviation being the combined role of Chairman and CEO, a structure the Board deems beneficial for strategic execution - During the reporting period, the company complied with all applicable provisions of the Corporate Governance Code except for one deviation: the roles of Chairman and CEO are both held by Mr. Lam Shing Tai, which does not conform to code provision C.2.1[122](index=122&type=chunk)[134](index=134&type=chunk) - The Board believes that despite this deviation, the balance of power is adequately ensured by the presence of three Independent Non-executive Directors and collective decision-making processes[134](index=134&type=chunk) - The Board composition is diverse, with members possessing professional experience in printing, corporate governance, accounting, business advisory, and information technology[130](index=130&type=chunk)[131](index=131&type=chunk) [Board Committees](index=39&type=section&id=Board%20Committees) The Board has established four committees—Audit, Remuneration, Nomination, and Risk Management—each chaired by and composed of Independent Non-executive Directors to ensure effective oversight - The Audit Committee, chaired by Mr. Wong Chun Kwok, oversees financial reporting processes, internal controls, and risk management systems[139](index=139&type=chunk) - The Remuneration Committee, chaired by Mr. Ho Ka Ming, is responsible for recommending remuneration policies for directors and senior management[141](index=141&type=chunk)[143](index=143&type=chunk) - The Nomination Committee, chaired by Ms. So Shuk Yan, reviews the Board's structure and makes recommendations on director appointments[145](index=145&type=chunk)[146](index=146&type=chunk) - The Risk Management Committee, chaired by Mr. Wong Chun Kwok, is responsible for overseeing the risk management framework[155](index=155&type=chunk)[156](index=156&type=chunk) [Risk Management and Internal Control](index=47&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is ultimately responsible for the Group's risk management and internal control systems, which it reviews annually and considered effective and adequate for the year ended 31 March 2025 - The Board has overall responsibility for establishing, implementing, monitoring, and reviewing the Group's internal control systems, assessing their effectiveness at least annually[172](index=172&type=chunk) - The Group's risk management system aims to identify potential risks, conduct assessments, develop mitigation measures, and continuously review internal control procedures[175](index=175&type=chunk) - The Board considers the risk management and internal control policies and procedures executed during the year ended 31 March 2025 to be effective and adequate[174](index=174&type=chunk) [Environmental, Social and Governance Report](index=50&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [ESG Governance and Strategy](index=51&type=section&id=ESG%20Governance%20and%20Strategy) The Board holds full responsibility for the Group's ESG strategy, identifying six material ESG issues that form the foundation of its sustainability initiatives - The Board assumes full responsibility for the Group's ESG strategy and reporting, with oversight and execution managed by a Sustainability Committee and an ESG Taskforce[183](index=183&type=chunk)[185](index=185&type=chunk) - The Group has identified six material ESG issues as the focus of its sustainability strategy, including compliant operations, resource utilization, waste management, supply chain management, talent development, and occupational health and safety[186](index=186&type=chunk) [Operating Practices](index=53&type=section&id=Operating%20Practices) The Group implements comprehensive supply chain management, strict product quality controls, and robust anti-corruption measures, with no legal cases related to corruption during the year - The Group implements a stringent supplier selection and annual review mechanism and promotes green procurement, such as using FSC-certified paper[187](index=187&type=chunk)[189](index=189&type=chunk) - During the reporting period, there were **1,311 product re-execution incidents**, 79% of which were caused by human error, prompting ongoing reviews of production processes[197](index=197&type=chunk) - The Group has established an anti-corruption policy and whistle-blowing channels, with no material non-compliance or corruption-related legal cases identified during the period[204](index=204&type=chunk) [Employment and Labour Practices](index=58&type=section&id=Employment%20and%20Labour%20Practices) The Group is committed to an equal and diverse workplace for its 39 employees, strictly prohibiting child and forced labor, and recorded no work-related injuries during the reporting period Employee Structure as at 31 March 2025 | Category | Breakdown | Percentage/Number | | :--- | :--- | :--- | | **Total Headcount** | | **39** | | **By Gender** | Male | 46% | | | Female | 54% | | **By Age Group** | 18-29 | 10% | | | 30-50 | 64% | | | Above 50 | 26% | | **By Job Function** | Management | 21% | | | Staff | 79% | - The Group strictly prohibits the use of child and forced labor, verifying applicants' identities during recruitment to ensure compliance with legal age requirements[208](index=208&type=chunk) - During the reporting period, the Group had **no work-related fatalities** and received no reports of lost days due to work injury[218](index=218&type=chunk) [Environmental Performance](index=61&type=section&id=Environmental%20Performance) The Group focuses on reducing its environmental impact from electricity and paper consumption, with total GHG emissions of 357 tonnes of CO2e and a low assessed risk from climate change Key Environmental Performance Indicators for FY2025 | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes CO2e | 357 | 357 | | - Scope 2 (Indirect) | tonnes CO2e | 560 | 311 | | Electricity Consumption | kWh | 800,464 | 444,782 | | Paper Consumption | kg | 0 | 45,682 | - To reduce energy consumption, the Group has implemented several energy-saving measures, including zoned lighting, restricted air conditioning use, and energy-efficient office practices[220](index=220&type=chunk)[222](index=222&type=chunk) - The Group assesses its physical and transition risks related to climate change as low overall but acknowledges market opportunities and challenges from customer expectations for environmental responsibility[226](index=226&type=chunk)[228](index=228&type=chunk) [Independent Auditor's Report](index=67&type=section&id=Independent%20Auditor's%20Report) [Auditor's Opinion](index=67&type=section&id=Auditor's%20Opinion) The auditor issued an unqualified opinion on the financial statements but highlighted a material uncertainty related to going concern due to the Group's net current liability position - The auditor issued an **unqualified opinion**, stating that the financial statements give a true and fair view of the Group's financial position[236](index=236&type=chunk) - **Material Uncertainty Related to Going Concern**: The auditor drew attention to the Group's net current liabilities of HK$7,980,974 as of 31 March 2025, which indicates a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, though the opinion is not modified in this respect[238](index=238&type=chunk) - **Key Audit Matter**: The auditor identified the "Impairment assessment of property, plant and equipment, intangible assets and right-of-use assets" as a key audit matter due to the significant management estimates and judgments involved in future cash flow projections[240](index=240&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk) [Consolidated Financial Statements](index=72&type=section&id=Consolidated%20Financial%20Statements) [Financial Statement Summary](index=72&type=section&id=Financial%20Statement%20Summary) The audited financial statements show the Group achieved revenue of HK$164 million and returned to a profit of approximately HK$0.68 million for the fiscal year Core Financial Data from FY2025 Statements (HK$) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | **Consolidated Statement of Comprehensive Income** | | | | Revenue | 163,861,815 | 69,930,379 | | Profit/(Loss) for the year | 677,089 | (28,670,570) | | Basic earnings/(loss) per share | 0.62 HK cents | (48.00) HK cents | | **Consolidated Statement of Financial Position** | | | | Total Assets | 109,352,000 | 52,515,843 | | Total Liabilities | 101,614,120 | 45,377,187 | | Total Equity | 7,737,868 | 7,138,656 | | **Consolidated Statement of Cash Flows** | | | | Net cash from operating activities | 6,153,316 | (32,839,105) | | Cash and cash equivalents at year end | 1,769,519 | 9,778,940 | [Consolidated Statement of Comprehensive Income](index=72&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) [Consolidated Statement of Financial Position](index=73&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) [Consolidated Statement of Changes in Equity](index=75&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) [Consolidated Statement of Cash Flows](index=76&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) [Notes to the Financial Statements](index=77&type=section&id=Notes%20to%20the%20Financial%20Statements) [Financial Summary](index=122&type=section&id=Financial%20Summary) [Five-Year Financial Summary](index=122&type=section&id=Five-Year%20Financial%20Summary) This section summarizes key financial data from FY2021 to FY2025, showing a return to profitability in the latest year after four consecutive years of losses Five-Year Summary of Results (HK$ thousand) | For the year ended 31 March | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 163,861 | 69,930 | 95,474 | 113,652 | 103,133 | | Gross Profit | 34,973 | 9,417 | 14,692 | 24,396 | 20,298 | | Profit/(Loss) for the year | 606 | (28,671) | (20,503) | (4,447) | (12,536) | Five-Year Summary of Assets, Liabilities, and Equity (HK$ thousand) | As at 31 March | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 109,352 | 52,516 | 32,814 | 49,358 | 54,641 | | Total Liabilities | 101,614 | 45,377 | 33,495 | 29,536 | 30,372 | | Total Equity | 7,738 | 7,139 | (681) | 19,822 | 24,269 |

[Company Information](index=4&type=section&id=Company%20Information) Provides essential corporate details and contact information [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Group achieved a significant turnaround this fiscal year with substantial revenue growth and a return to profitability, driven by stringent cost control and successful overseas market expansion despite intense local competition and the termination of a new production base project Key Performance for FY2025 | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HKD 163.9 million | Approx. HKD 69.9 million | +134.4% | | Total Comprehensive Income Attributable to Equity Holders | Income Approx. HKD 0.5 million | Loss Approx. HKD 28.4 million | Turnaround to Profit | - To address intense price competition and unfeasible local production costs in the Hong Kong market, the Board decided to terminate the final construction phase of the Tsing Yi new production base to ensure the company's continued operation[10](index=10&type=chunk) - Despite challenges in the Hong Kong market, the company achieved positive results from overseas expansion in Mainland China, Taiwan, and the US, diversifying revenue streams and enhancing overall profitability by supplying printed materials, raw materials, and machinery[12](index=12&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) Provides a comprehensive review of the Group's financial performance, liquidity, capital structure, key risks, and the utilization of proceeds from fundraising activities [Financial Review](index=8&type=section&id=Financial%20Review) The Group achieved a strong financial turnaround in FY2025, with total revenue surging 134.4% due to new regional expansion and diversified sales, significantly improving gross profit margin and administrative cost control, leading to a return to profitability for equity holders Comparison of Key Income Statement Items for FY225 and FY2024 | Item | FY2025 (HKD million) | FY2024 (HKD million) | Reason for Change | | :--- | :--- | :--- | :--- | | **Revenue** | 163.9 | 69.9 | Expansion into new geographical segments and introduction of new businesses | | **Cost of Sales** | 128.9 | 60.5 | In line with revenue growth | | **Gross Profit** | 35.0 | 9.4 | Significant revenue growth and stable fixed costs | | **Gross Profit Margin** | 21.3% | 13.5% | Improved operational efficiency and economies of scale | | **Administrative and Other Expenses** | 25.3 | 32.3 | Decrease in staff costs and depreciation of right-of-use assets | | **Total Comprehensive Income Attributable to Equity Holders** | 0.5 (Profit) | -28.4 (Loss) | Increased turnover, improved operational efficiency, and cost reduction | Comparison of Key Balance Sheet Items for FY2025 and FY2024 | Item | As at March 31, 2025 (HKD million) | As at March 31, 2024 (HKD million) | Reason for Change | | :--- | :--- | :--- | :--- | | **Trade Receivables** | 58.2 | 4.6 | Increase in revenue and expansion into new business segments | | **Trade Payables** | 62.3 | 4.9 | Expansion into new business segments and increase in subcontracting services | | **Cash and Cash Equivalents** | 1.8 | 9.8 | Utilization of rights issue proceeds | [Liquidity, Financial Resources and Capital Structure](index=12&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2025, the Group reported a net current liability of approximately HKD 8.0 million and a current ratio of 0.91, with a gearing ratio of 3.8, following a capital restructuring including share consolidation and subsequent capital reduction Key Financial Ratios as at March 31, 2025 | Metric | Value | | :--- | :--- | | Net Current Liabilities | Approx. HKD 8.0 million | | Current Ratio | Approx. 0.91 | | Gearing Ratio | Approx. 3.8 | - The company implemented a share consolidation in March 2025, merging every five shares of HKD 0.05 par value into one consolidated share of HKD 0.25 par value[40](index=40&type=chunk) - The company implemented capital reduction and share subdivision in May 2025 as part of its capital restructuring[41](index=41&type=chunk) [Key Risks and Uncertainties](index=13&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces key risks including challenges in client retention, high reliance on its largest customer (31.93% of total revenue), volatility in raw material and subcontracting costs, dependence on subcontractors, and macroeconomic changes in key markets - The Group has a high dependency on its largest customer, which accounted for approximately **31.93% of total revenue** in FY2025[48](index=48&type=chunk) - Profitability is affected by fluctuations in raw material procurement and subcontracting service costs, with no guarantee of effectively passing on cost increases to customers[49](index=49&type=chunk) - Business is susceptible to changes in economic conditions in key markets such as Hong Kong, Mainland China, Taiwan, and the US, including recessions, inflation, and trade policies[52](index=52&type=chunk) [Use of Proceeds](index=15&type=section&id=Use%20of%20Proceeds) This section reviews the utilization of proceeds from the 2018 share offer and 2024 rights issue, with the HKD 24.0 million net proceeds from the share offer fully utilized and the HKD 32.7 million net proceeds from the rights issue largely used for debt repayment and rent settlement - The net proceeds of **HKD 24.0 million** from the 2018 share offer were fully utilized during FY2025[59](index=59&type=chunk) Summary of Use of Proceeds from 2024 Rights Issue (HKD million) | Estimated Use | Planned Amount (Approx.) | Utilized in FY2025 (Approx.) | Unutilized Balance (Approx.) | Expected Full Utilization Time | | :--- | :--- | :--- | :--- | :--- | | Repayment of trade and other payables | 8.6 | 8.6 | 0 | Completed | | Partial repayment of loan from a shareholder | 16.2 | 16.2 | 0 | Completed | | Settlement of additional staff salaries | 4.6 | 3.6 | 1.0 | Before March 31, 2026 | | Settlement of rental payments | 3.3 | 2.8 | 0 | Completed | | **Total** | **32.7** | **31.2** | **1.0** | | [Biographical Details of Directors and Senior Management](index=20&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides detailed biographical information for the company's executive directors, independent non-executive directors, and senior management, highlighting their diverse professional backgrounds and extensive experience in various fields - Mr. Lam Shing Tat, Chairman and CEO, is primarily responsible for the Group's overall management and strategic planning, holding approximately **65.54% of the company's share interest** through his controlled corporations and parties acting in concert as of the reporting date[66](index=66&type=chunk)[67](index=67&type=chunk) - Board members possess diverse professional backgrounds, encompassing the printing industry, import and export trade, finance leasing, accounting and finance, corporate governance, and information technology[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) - Mr. So Hang Fung, Financial Controller and Company Secretary, has over **16 years of experience** in financial and accounting management, holding multiple professional accountant and corporate governance qualifications[74](index=74&type=chunk) [Directors' Report](index=23&type=section&id=Directors'%20Report) Details the Group's business activities, financial performance, dividend policy, changes in share capital, and interests of directors and major shareholders, alongside compliance and related party matters [Business and Results](index=23&type=section&id=Business%20and%20Results) The Group primarily provides general printing services and trades printing equipment and consumables, with no dividends recommended for the year ended March 31, 2025, and no purchases, sales, or redemptions of listed securities by the company or its subsidiaries - The Board does not recommend the payment of a dividend for the year ended March 31, 2025[79](index=79&type=chunk) - On March 18, 2025, the company implemented a share consolidation, merging every five existing shares of HKD 0.05 par value into one consolidated share of HKD 0.25 par value[81](index=81&type=chunk) [Directors' and Shareholders' Interests](index=26&type=section&id=Directors'%20and%20Shareholders'%20Interests) This section discloses the interests of directors and major shareholders in the company's shares, including significant holdings by Chairman Mr. Lam Shing Tat, and confirms no material interests of directors in significant transactions or arrangements for profit from share acquisitions Directors' Interests in the Company's Shares (as at March 31, 2025) | Director's Name | Capacity / Nature of Interest | Number of Shares Held | Percentage of Shareholding (Approx.) | | :--- | :--- | :--- | :--- | | Mr. Lam Shing Tat | Interest in controlled corporation / Jointly held with others | 65,410,466 | 65.54% | | Mr. Yip Tsz Man | Spouse's interest | 950,000 | 0.95% | Concentration of Major Suppliers and Customers (for the year ended March 31, 2025) | Category | Percentage | | :--- | :--- | | Purchases from five largest suppliers as % of total purchases | Approx. 91.3% | | Purchases from largest supplier as % of total purchases | Approx. 77.0% | | Sales to five largest customers as % of total revenue | Approx. 44.6% | | Sales to largest customer as % of total revenue | Approx. 31.9% | [Compliance and Other Matters](index=31&type=section&id=Compliance%20and%20Other%20Matters) This section outlines the Group's stakeholder relationships, related party transactions, remuneration policy, and compliance, confirming no disclosable related party transactions, adherence to non-competition undertakings, and sufficient public float, with a post-period capital reduction and share subdivision completed - There were no disclosable connected transactions under Chapter 20 of the GEM Listing Rules during the year[107](index=107&type=chunk)[108](index=108&type=chunk) - Directors and controlling shareholders have confirmed compliance with non-competition undertakings, which have been reviewed by independent non-executive directors[112](index=112&type=chunk)[113](index=113&type=chunk) - Subsequent to the reporting period, the company's capital reduction and share subdivision officially became effective on May 29, 2025[119](index=119&type=chunk) [Corporate Governance Report](index=35&type=section&id=Corporate%20Governance%20Report) Details the company's corporate governance practices, board structure, committee functions, shareholder rights, and risk management and internal control systems, emphasizing adherence to governance codes [Corporate Governance Practices and the Board](index=35&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company maintains high corporate governance standards, adhering to all applicable code provisions with the sole deviation being the combined roles of Chairman and CEO, a structure deemed beneficial for strategy execution and balanced by a diverse board with sufficient independent non-executive directors - During the reporting period, the company complied with the Corporate Governance Code, with the only deviation being the combined roles of Chairman and Chief Executive Officer held by Mr. Lam Shing Tat (deviation from Code Provision C.2.1), which the Board believes enhances execution efficiency and is balanced by the Board's independence[123](index=123&type=chunk)[135](index=135&type=chunk) - The Board comprises **8 directors**, including **5 executive directors** and **3 independent non-executive directors**, meeting the Listing Rules' requirements for the number of independent non-executive directors[126](index=126&type=chunk)[136](index=136&type=chunk) - All directors have participated in continuous professional development to update their knowledge and skills[134](index=134&type=chunk) [Board Committees](index=39&type=section&id=Board%20Committees) The Board has four committees—Audit, Remuneration, Nomination, and Risk Management—all chaired by independent non-executive directors, overseeing financial reporting, remuneration policies, director nominations, and risk management, respectively, with each committee holding meetings and fulfilling its duties during the year - The Audit Committee, composed of **three independent non-executive directors** and chaired by Mr. Wong Chun Kwok with appropriate professional qualifications, held **two meetings** during the year to review financial statements and results announcements[140](index=140&type=chunk)[141](index=141&type=chunk) - The Remuneration Committee, comprising **three independent non-executive directors**, held **one meeting** during the year to review the remuneration structure and make recommendations[144](index=144&type=chunk) - The Nomination Committee, consisting of **three independent non-executive directors**, held **one meeting** during the year to review directors' independence and re-appointment matters[147](index=147&type=chunk) - The Risk Management Committee, composed of **three independent non-executive directors**, held **one meeting** during the year to review the risk management and internal control systems[157](index=157&type=chunk)[158](index=158&type=chunk) [Shareholders' Rights and Communication](index=45&type=section&id=Shareholders'%20Rights%20and%20Communication) The company prioritizes shareholder communication through a dedicated policy, outlining rights and procedures for convening extraordinary general meetings (requiring at least 10% voting rights), making inquiries, and submitting proposals, with all resolutions at general meetings decided by poll - One or more shareholders holding not less than **one-tenth of the voting rights** in the company's shares have the right to request the Board to convene an extraordinary general meeting[166](index=166&type=chunk) - The company communicates with shareholders through various channels, including annual reports, interim reports, announcements, circulars, and the company website, ensuring equal access to information for all shareholders[169](index=169&type=chunk) [Risk Management and Internal Control](index=47&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board holds ultimate responsibility for the Group's risk management and internal control systems, reviewing their effectiveness at least annually, and has established policies to safeguard assets, ensure financial reporting reliability, and comply with regulations, deeming the systems effective and adequate for the year ended March 31, 2025 - The Board confirms its responsibility for the Group's risk management and internal control systems, reviewing their effectiveness at least annually[173](index=173&type=chunk) - The Group's risk management and internal control systems are designed to manage rather than eliminate risk, providing reasonable rather than absolute assurance[173](index=173&type=chunk) - Upon review, the Board considers the risk management and internal control systems for the current fiscal year to be effective and adequate[175](index=175&type=chunk) [Environmental, Social and Governance Report](index=50&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) Outlines the Group's commitment to sustainable development, detailing its ESG governance structure, key material issues, operating practices, employment policies, and environmental performance metrics [ESG Governance and Strategy](index=50&type=section&id=ESG%20Governance%20and%20Strategy) The Group is committed to sustainable development, with the Board overseeing ESG strategy and reporting through dedicated committees, identifying six material ESG issues—including compliant operations, energy consumption, and talent attraction—as cornerstones for its sustainability initiatives - The Board assumes full responsibility for the Group's ESG strategy, materiality assessment, policies, and reporting, overseeing and executing initiatives through the Sustainability Committee and ESG Working Group[184](index=184&type=chunk)[186](index=186&type=chunk) - The Group has identified **six material ESG issues**: compliant operations, energy consumption, waste management, supply chain management, talent attraction, and occupational health and safety[187](index=187&type=chunk) [Operating Practices](index=53&type=section&id=Operating%20Practices) The Group implements stringent operating practices, including supply chain management with over 95% of raw materials sourced from China and preference for FSC-certified paper, comprehensive product quality control, customer service, privacy protection, and a strict anti-corruption policy with no related legal cases reported - The Group implements stringent supplier screening mechanisms and emphasizes green procurement, such as using Forest Stewardship Council (FSC) certified paper[188](index=188&type=chunk)[190](index=190&type=chunk) - A total of **1,311 product re-execution incidents** occurred during the reporting period, with **79% caused by human error**, and no product recalls due to copyright or health and safety reasons[198](index=198&type=chunk)[200](index=200&type=chunk) - The Group prohibits all forms of corruption and has established an anti-corruption policy and whistleblowing procedures, with no corruption-related legal cases against the Group or its employees during the reporting period[205](index=205&type=chunk) [Employment and Labor Practices](index=58&type=section&id=Employment%20and%20Labor%20Practices) The Group values its employees as key assets, fostering an equal and diverse work environment with strict prohibitions against child and forced labor, providing competitive remuneration and training for its 39 full-time employees, and prioritizing occupational health and safety with no reported work-related injuries Employee Structure (as at March 31, 2025) | Category | Breakdown | Percentage | | :--- | :--- | :--- | | **Total Headcount** | | 39 employees | | **By Gender** | Male | 46% | | | Female | 54% | | **By Age Group** | 18-29 years | 10% | | | 30-50 years | 64% | | | Over 50 years | 26% | | **By Function** | Management | 21% | | | Staff | 79% | - The Group strictly prohibits the use of child and forced labor, verifying identities during recruitment to ensure compliance with legal age requirements[209](index=209&type=chunk) - During the reporting period, the Group recorded **no work-related injuries** and no lost days due to work injuries[219](index=219&type=chunk) [Environmental Performance and Climate Change](index=61&type=section&id=Environmental%20Performance%20and%20Climate%20Change) The Group is committed to environmental protection, focusing on reducing its carbon footprint through energy-saving measures and responsible waste management, assessing climate-related risks as low but continuously monitoring them, and reporting detailed environmental KPIs for emissions and resource consumption Key Environmental Performance Indicators for FY2025 | Indicator | Unit | FY2025 Value | Intensity (per HKD million revenue) | | :--- | :--- | :--- | :--- | | **Total GHG Emissions** | tonnes of CO2 equivalent | 357 | 2.18 | | Scope 2 (Indirect Emissions) | tonnes of CO2 equivalent | 560 | 3.42 | | **Electricity Consumption** | kWh | 800,464 | 4,884.15 | - The Group has implemented various energy-saving measures, including zoning lighting, maintaining eco-friendly office temperatures (**24-26℃**), and switching off non-essential equipment during lunch breaks, to reduce electricity consumption[221](index=221&type=chunk)[223](index=223&type=chunk) - Based on the assessment of climate-related risks, the Board believes the Group faces low substantive risks, but customer expectations regarding environmental image may present market and reputational risks and opportunities[227](index=227&type=chunk)[229](index=229&type=chunk) [Independent Auditor's Report](index=67&type=section&id=Independent%20Auditor's%20Report) The independent auditor, BDO Limited, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, while highlighting a material uncertainty related to going concern due to net current liabilities and identifying impairment assessment of property, plant, equipment, intangible assets, and right-of-use assets as a key audit matter - The auditor issued an **unmodified opinion** on the consolidated financial statements, deeming them to present fairly the Group's financial position and performance[237](index=237&type=chunk) - The report specifically draws attention to a **"material uncertainty related to going concern"** as the Group recorded **net current liabilities of HKD 7,980,974** as of March 31, 2025[239](index=239&type=chunk) - A key audit matter is the **"impairment assessment of property, plant and equipment, intangible assets, and right-of-use assets"**, due to significant estimates and judgments made by management regarding cash flow forecasts[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) [Financial Statements and Summary](index=72&type=section&id=Financial%20Statements%20and%20Summary) Presents the Group's consolidated financial statements, including income, balance sheet, and cash flow summaries, along with selected notes detailing accounting policies, segment reporting, and capital changes, concluding with a five-year financial overview [Consolidated Financial Statements](index=72&type=section&id=Consolidated%20Financial%20Statements) The Group's consolidated financial statements for the year ended March 31, 2025, show a significant turnaround from loss to profit, with revenue growing 134.4% to HKD 163.9 million, resulting in a profit of HKD 0.677 million for the year, and positive net cash flow from operations Summary of Consolidated Statement of Comprehensive Income | Item (HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 163,861,815 | 69,930,379 | | Gross Profit | 34,972,964 | 9,416,776 | | Operating Profit / (Loss) | 3,273,320 | (28,298,538) | | Profit / (Loss) for the Year | 677,089 | (28,670,570) | | Basic Earnings / (Loss) Per Share | 0.62 HK cents | (48.00) HK cents | Summary of Consolidated Statement of Financial Position | Item (HKD) | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 109,352,988 | 52,515,843 | | Total Liabilities | 101,614,120 | 45,377,187 | | **Total Equity** | **7,737,868** | **7,138,656** | | Current Assets | 83,282,613 | 22,879,705 | | Current Liabilities | 91,263,587 | 29,727,855 | | **Net Current Liabilities** | **(7,980,974)** | **(6,848,150)** | Summary of Consolidated Statement of Cash Flows | Item (HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash From / (Used In) Operating Activities | 6,153,316 | (32,839,105) | | Net Cash (Used In) / From Investing Activities | (5,315,337) | 2,000,875 | | Net Cash (Used In) / From Financing Activities | (8,890,806) | 35,658,315 | | Cash and Cash Equivalents at Year End | 1,769,519 | 9,778,940 | [Notes to the Financial Statements (Selected)](index=77&type=section&id=Notes%20to%20the%20Financial%20Statements%20(Selected)) Selected notes to the financial statements detail accounting policies and key estimates, including the going concern assumption despite net current liabilities, segment reporting for general printing services and trading of equipment, and significant changes in share capital and related party transactions during the year - Despite **net current liabilities of HKD 7.98 million**, the directors consider the preparation of financial statements on a going concern basis appropriate, based on plans to improve liquidity, including a **HKD 15 million loan facility** granted by controlling shareholder Mr. Lam Shing Tat[266](index=266&type=chunk)[267](index=267&type=chunk) - The Group's business has been reorganized into two reportable segments: **"Provision of general printing services"** (revenue **HKD 147 million**) and **"Trading of printing equipment and consumables"** (revenue **HKD 16.96 million**)[316](index=316&type=chunk)[317](index=317&type=chunk) - Multiple capital reorganizations occurred during the year, including the 2023 share consolidation, rights issue, and 2025 share consolidation, significantly altering the number of issued shares and par value[366](index=366&type=chunk) [Financial Summary](index=122&type=section&id=Financial%20Summary) This section provides a five-year financial summary, showing the Group's revenue reaching a five-year high in FY2025 and a return to profitability after four consecutive years of losses, with total equity recovering to positive values for two consecutive years Five-Year Financial Summary (HKD thousand) | For the Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 163,861 | 69,930 | 95,474 | 113,652 | 103,133 | | **Profit / (Loss) for the Year** | 606 | (28,671) | (20,503) | (4,447) | (12,536) | | **Total Assets** | 109,352 | 52,516 | 32,814 | 49,358 | 54,641 | | **Total Liabilities** | 101,614 | 45,377 | 33,495 | 29,536 | 30,372 | | **Total Equity** | 7,738 | 7,139 | (681) | 19,822 | 24,269 |