Group 1: Company Overview - Baiyue Group Holdings Limited is a Hong Kong toy company engaged in the design, marketing, distribution, and retail of toys and related products [4] - The company's product portfolio includes high-end and mass-market models based on popular ACG characters owned by third parties, as well as related products like pens and hair ties [4] - Revenue sources include ODM toys manufactured according to specific customer requirements, imported toys procured by foreign licensees, and self-developed licensed toys based on various entertainment and toy brand licenses from the U.S. [4] Group 2: Financial Performance - As of March 31, 2025, Baiyue Group reported total revenue of 132 million yuan, a year-on-year decrease of 34.7% [2] - The company recorded a net profit attributable to shareholders of -1.9481 million yuan, a year-on-year decrease of 534.36% [2] - The gross profit margin stood at 18.86%, with a debt-to-asset ratio of 15.49% [2] Group 3: Market Performance - Over the past month, Baiyue Group has seen a cumulative increase of 2.7%, and a year-to-date increase of 46.15%, outperforming the Hang Seng Index by 27.69% [2] - The stock closed at 0.042 HKD per share, with a trading volume of 7.344 million shares and a turnover of 303,900 HKD, showing a volatility of 18.42% [1] Group 4: Valuation and Industry Comparison - Currently, there are no institutional investment ratings for Baiyue Group [3] - The average price-to-earnings (P/E) ratio for the household appliances and supplies industry is 14.11 times, with a median of 2.3 times [3] - Baiyue Group's P/E ratio is -21.46 times, ranking 54th in the industry, compared to other companies like Lian International (1.55 times) and Kaifushan Group Holdings (2.3 times) [3]

Core Viewpoint - The company, Baiyue Group, is expected to report a significant loss for the current fiscal year, primarily due to a substantial decline in revenue across its toy business segments, attributed to economic pressures and reduced consumer spending on non-essential items [1] Financial Performance - As of June 30, the company anticipates a loss attributable to shareholders of no less than 2 million HKD for the current fiscal year, compared to a profit of approximately 490,000 HKD for the previous fiscal year ending March 31, 2024 [1] - Revenue is projected to decrease by about 34.7%, significantly impacting the company's financial performance [1] Business Segments - Sales of ODM toys to licensed holders and the company's own licensed toys and related products have decreased by 46.5% and 40.4%, respectively [1] - The decline in sales is primarily due to economic pressures, including inflation and a reduction in consumer spending on non-essential goods [1] Impairment Loss - The company has recognized an impairment loss of 4.5 million HKD related to its equity interest in an associate company, which is facing operational challenges due to economic downturn, increased competition, and operational difficulties [1]

Core Viewpoint - The company, Baiyue Group, is expected to report a significant loss for the current fiscal year, primarily due to a substantial decline in revenue from its toy business, which has been impacted by economic pressures and reduced consumer spending [1] Financial Performance - As of June 30, Baiyue Group announced an anticipated loss of no less than 2 million HKD for the current fiscal year, compared to a profit of approximately 490,000 HKD for the previous fiscal year ending March 31, 2023 [1] - Revenue is projected to decrease by about 34.7%, primarily due to significant declines across all segments of the toy business [1] Sales Decline - Sales of ODM toys to franchise holders and the company's own licensed toys and related products have decreased by 46.5% and 40.4%, respectively [1] - The sharp decline in sales is attributed to economic pressures, including inflation and a reduction in consumer spending on non-essential items [1] Impairment Loss - The company has also reported an impairment loss of 4.5 million HKD related to its equity interest in an associate company, which is facing operational challenges due to economic downturn, increased competition, and operational difficulties [1]

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 佈 之 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公佈全部或 任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 Amuse Group Holding Limited （股份代號：8545） 有關於二零二五年八月十四日（星期四）舉行之 股東週年大會之惡劣天氣安排 茲提述佰悅集團控股有限公司（「本公司」）日期均為二零二五年六月二十七日之股 東週年大會（「股東週年大會」）通函（「該通函」）及通告（「該通告」）。除文義另有所 指外，本公告所用詞彙與該通函及該通告所界定者具有相同涵義。 根據該通告，股東週年大會原訂於二零二五年八月十四日（ 星期四 ）上午十一時正 假座香港新界荃灣楊屋道88號Plaza 88 33樓B室召開。 由於熱帶氣旋臨近，香港天氣情況於股東週年大會原定舉行時間存在或會轉壞之 風險。有鑑於此，董事會謹此宣佈，倘： 倘股東週年大會改期舉行，該通函及該通告所載將於股東週年大會上提呈之所有 決議案將維持不變，所有該等決議案將於改期舉行之股東週年 ...

(1) 補充買賣協議 主要及關連交易 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 佈 之 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公佈全部或 任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 Amuse Group Holding Limited 佰 䜣 集 團 控 股 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：8545） 出售物業；及 (2) 延遲寄發通函 獨立董事委員會及獨立股東之獨立財務顧問 茲 提 述 佰 悅 集 團 控 股 有 限 公 司（「 本 公 司 」）日 期 為 二 零 二 五 年 六 月 十 七 日 的 公 佈 （「該公佈」），內容有關出售該物業構成的主要及關連交易。除另有指明外，本公 佈所用詞彙與該公佈所界定者具有相同涵義。 補充買賣協議 董 事會 謹此 宣 佈， 於 二零 二五 年 八月 七 日（ 交 易 時段 後 ）， 賣 方（ 本 公 司的 間接 全 資 附 屬 公 司 ）與 買 方 訂 立 補 充 買 賣 協 議（「補 充 買 賣 協 議」） ...

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 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: 佰悦集團控股有限公司（於開曼群島註冊成立的有限公司） 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08545 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | 0 | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HK ...

[Corporate Information](index=4&type=section&id=Corporate%20Information) This chapter provides essential company information, including board members, committee compositions, key officers, auditors, registered office, and principal bankers, with Mr. Li Wai Keung serving as Chairman and CEO - This section details the company's fundamental information, including board members, committee compositions, key officers, and principal bankers, with **Mr. Li Wai Keung** holding the roles of Chairman and Chief Executive Officer[11](index=11&type=chunk)[12](index=12&type=chunk)[14](index=14&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Group maintained profitability despite declining sales amidst challenging Hong Kong retail and F&B sectors, driven by cost control and reduced new product development - Facing dual challenges from the "northbound consumption" trend and a sluggish mainland economy, Hong Kong's retail and catering sectors experienced severe pressure, leading to conservative overall consumer sentiment[17](index=17&type=chunk) - The Group effectively mitigated inventory accumulation risks by strictly controlling costs and reducing new product development, maintaining profitability despite a decline in sales[17](index=17&type=chunk) - The operating environment is expected to remain challenging, with plans to expand into other markets, particularly Southeast Asia, to offset potential negative impacts from US tariff policies on North American sales and seek new growth drivers[18](index=18&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth analysis of the Group's operational performance, financial position, significant investments, and liquidity during the reporting period [Business Review](index=7&type=section&id=Business%20Review) For the year ended March 31, 2025, all toy business segments experienced significant double-digit revenue declines due to economic pressures, while only engineering project-related agency services saw growth Revenue Performance by Business Segment (Year Ended March 31) | Business Segment | FY2025 Revenue (HKD) | FY2024 Revenue (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Sales of ODM Toys | 48,324,000 | 90,316,000 | -46.5% | | Distribution of Imported Toys and Related Products | 55,592,000 | 66,802,000 | -16.8% | | Sales of Own Licensed Toys and Related Products | 35,224,000 | 59,072,000 | -40.4% | | Agency Services for Engineering Projects | 4,000,000 | 3,000,000 | +33.3% | - Despite a significant decline in ODM toy sales revenue, its gross margin increased from **7.3%** last year to **11.6%** this year, a **58.9%** rise, reflecting a market shift towards smaller order volumes but higher profit margins[23](index=23&type=chunk) [Financial Analysis](index=8&type=section&id=Financial%20Analysis) Total revenue declined **34.7%** to **HKD 143.14 million**, resulting in a net loss of **HKD 2.11 million**, despite a slight gross margin increase and significant growth in other net income Annual Financial Performance Summary (Year Ended March 31) | Financial Metric | FY2025 (Thousand HKD) | FY2024 (Thousand HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 143,140 | 219,190 | -34.7% | | Cost of Sales | (116,143) | (181,352) | -36.0% | | Gross Profit | 26,997 | 37,838 | -28.7% | | **Gross Margin** | **18.9%** | **17.3%** | **+1.6pp** | | Other Net Income | 5,786 | 2,927 | +97.7% | | Selling Expenses | (7,977) | (6,779) | +17.7% | | Administrative Expenses | (23,103) | (27,650) | -16.4% | | (Loss)/Profit Before Tax | (1,541) | 1,530 | N/A | | **(Loss)/Profit for the Year** | **(2,111)** | **486** | **N/A** | - The significant increase in other net income was primarily due to profits from securities investments and higher bank interest income resulting from generally rising interest rates during the year[42](index=42&type=chunk)[48](index=48&type=chunk) - The rise in selling expenses was mainly attributed to marketing costs for online platforms, website development fees, and enhanced digital storefronts for direct-to-consumer sales of high-end figurines[43](index=43&type=chunk)[49](index=49&type=chunk) [Significant investments held](index=10&type=section&id=Significant%20investments%20held) The Group disclosed significant investments in Grand Amuse and DongYiQuan, while completing the sale of its 45% equity in M.I.P. International Limited - The Group holds a **30%** equity interest in Grand Amuse, a joint venture primarily engaged in the manufacturing and sale of protective products, such as medical masks, in Hong Kong and mainland China[55](index=55&type=chunk) - The Group holds a **30%** equity interest in DongYiQuan, a high-tech enterprise focused on developing and applying smart healthcare industry solutions, aligning with the Group's investment objective to leverage the potential in smart eldercare services[61](index=61&type=chunk)[62](index=62&type=chunk) - On December 2, 2024, the Group completed the disposal of its **45%** equity interest in M.I.P. International Limited for **HKD 8.55 million**, after which M.I.P. ceased to be accounted for as an associate of the company[64](index=64&type=chunk)[66](index=66&type=chunk) [Liquidity and Capital Resources](index=13&type=section&id=Liquidity%20and%20Capital%20Resources) The Group maintains a robust financial position with a low debt-to-equity ratio, stable employee numbers, and a proposed post-period property disposal to the Chairman's wholly-owned company - The debt-to-equity ratio (total loans and borrowings/total equity) was approximately **0.02 times** as of March 31, 2025, consistent with 2024, indicating a sound financial position[69](index=69&type=chunk) Employee Information | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 35 | 35 | | Total Staff Cost (HKD) | Approx. 16,303,000 | Approx. 15,808,000 | - The Board does not recommend the payment of a dividend for the year ended March 31, 2025[77](index=77&type=chunk) - Subsequent to the reporting period, on June 17, 2025, the company entered into an agreement to dispose of a property in Tsuen Wan, Hong Kong, for **HKD 12.7 million** to a company wholly-owned by Chairman Mr. Li Wai Keung, which constitutes a connected transaction subject to EGM approval[79](index=79&type=chunk)[80](index=80&type=chunk) [Directors and Senior Management Profile](index=15&type=section&id=Directors%20and%20Senior%20Management%20Profile) This chapter details the background information of the company's executive, non-executive, and independent non-executive directors, as well as company secretary and senior management - This section provides detailed background information on the company's executive directors, non-executive directors, independent non-executive directors, company secretary, and senior management, including their age, position, responsibilities, industry experience, educational background, and other listed company directorships[86](index=86&type=chunk)[88](index=88&type=chunk)[94](index=94&type=chunk) [Corporate Governance Report](index=21&type=section&id=Corporate%20Governance%20Report) This report outlines the Group's corporate governance framework, including board structure, committee functions, risk management, internal controls, and shareholder communication practices [The Board](index=22&type=section&id=The%20Board) The Board, comprising three executive, one non-executive, and three independent non-executive directors, oversees strategy, finance, and risk, with the Chairman also serving as CEO - The roles of Chairman and Chief Executive Officer are combined and held by **Mr. Li Wai Keung**, which the Board believes provides strong leadership for the Group, though this deviates from Corporate Governance Code Provision A.2.1, an arrangement the Board will continue to review[145](index=145&type=chunk) - The Board comprises **3** executive directors, **1** non-executive director, and **3** independent non-executive directors, with independent non-executive directors accounting for **43%** of the total Board members[137](index=137&type=chunk)[139](index=139&type=chunk) [Board's Committees](index=29&type=section&id=Board's%20Committees) The Board's committees, including Audit, Remuneration, and Nomination, are composed entirely of independent non-executive directors to ensure oversight of financial reporting, compensation, and board composition - The Audit Committee consists of **three** independent non-executive directors, chaired by **Ms. Chow Chi Ling**, whose primary responsibilities include reviewing financial information, overseeing financial reporting, risk management, and internal control systems, and held **4** meetings during the year with full attendance[163](index=163&type=chunk)[164](index=164&type=chunk)[168](index=168&type=chunk) - The Remuneration Committee comprises **three** independent non-executive directors, chaired by **Mr. Yu Pei Hang**, whose main duty is to advise the Board on remuneration policies for directors and senior management, and held **1** meeting during the year with full attendance[169](index=169&type=chunk)[170](index=170&type=chunk)[174](index=174&type=chunk) - The Nomination Committee consists of **three** independent non-executive directors, chaired by **Mr. Tung Man**, whose primary responsibilities include reviewing the Board's structure, size, and diversity, and making recommendations on director appointments or re-elections, and held **1** meeting during the year with full attendance[179](index=179&type=chunk)[180](index=180&type=chunk)[183](index=183&type=chunk) [Risk Management and Internal Control](index=33&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for the Group's risk management and internal control systems, which were reviewed by external consultants and deemed adequate and effective for the year - The Board is directly responsible for the Group's risk management and internal control systems, which were reviewed by external independent consultants during the year and deemed adequate and effective[185](index=185&type=chunk)[188](index=188&type=chunk) - The company has adopted a whistleblowing policy to provide confidential channels for employees and relevant third parties to report any misconduct related to the Group, with the Audit Committee Chairman designated to receive such complaints[186](index=186&type=chunk)[187](index=187&type=chunk) [Shareholders' Rights](index=36&type=section&id=Shareholders'%20Rights) The company is committed to transparent investor communication and safeguarding shareholder rights, outlining procedures for convening extraordinary general meetings and shareholder inquiries - Shareholders holding **10%** or more of the company's total issued share capital, individually or collectively, have the right to request the Board in writing to convene an extraordinary general meeting[213](index=213&type=chunk) [Report of the Directors](index=39&type=section&id=Report%20of%20the%20Directors) This statutory report covers the company's principal activities, business review, compliance, financial performance, share capital changes, key customers and suppliers, director information, and related party transactions - This statutory report covers the company's principal business (investment holding), business review, compliance with laws and regulations, performance and dividends (no dividend recommended), share capital movements, major customers and suppliers, director and senior management information, and connected transactions[223](index=223&type=chunk)[226](index=226&type=chunk)[231](index=231&type=chunk) Major Customer and Supplier Concentration (Year Ended March 31, 2025) | Category | Concentration Metric | Percentage of Total (%) | | :--- | :--- | :--- | | **Customers** | Top Five Customers | 52.3% | | | Largest Customer | 34.4% | | **Suppliers** | Top Five Suppliers | 80.3% | | | Largest Supplier | 27.3% | - Chairman and Executive Director Mr. Li Wai Keung holds **204,640,000** shares, representing **17.16%** of the issued share capital, through his wholly-owned company, Infinite Force Holdings Ltd[288](index=288&type=chunk) [Independent Auditor's Report](index=51&type=section&id=Independent%20Auditor's%20Report) The independent auditor, ZHONGZHENG TIANHENG CPA Limited, issued an unmodified opinion on the consolidated financial statements, highlighting key audit matters related to revenue recognition and trade receivables impairment - The auditor, ZHONGZHENG TIANHENG CPA Limited, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming that the statements present a true and fair view of the Group's financial position, performance, and cash flows[316](index=316&type=chunk) - Key audit matters include: - **Timing of Revenue Recognition from Product Sales**: Due to varying terms across sales contracts, there is a risk of misstatement, and revenue is a key performance indicator, potentially subject to manipulation to meet targets[323](index=323&type=chunk)[331](index=331&type=chunk) - **Impairment Assessment of Trade Receivables**: Determining lifetime expected credit losses involves significant management judgment, and trade receivables are material to the financial statements[334](index=334&type=chunk)[341](index=341&type=chunk) [Consolidated Financial Statements](index=60&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive financial statements, including the statement of profit or loss, financial position, changes in equity, cash flows, and detailed explanatory notes [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=60&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group reported a **34.7%** revenue decrease to **HKD 143.14 million**, resulting in a net loss of **HKD 2.11 million** and a basic loss per share of **HKD 0.0018** Consolidated Statement of Profit or Loss Summary (Year Ended March 31) | Item | FY2025 (Thousand HKD) | FY2024 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 143,140 | 219,190 | | Gross Profit | 26,997 | 37,838 | | Operating (Loss)/Profit | (1,224) | 1,898 | | (Loss)/Profit Before Tax | (1,541) | 1,530 | | **(Loss)/Profit for the Year** | **(2,111)** | **486** | | **Basic (Loss)/Earnings Per Share (HK Cents)** | **(0.18)** | **0.04** | [Consolidated Statement of Financial Position](index=61&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets stood at **HKD 230.13 million**, with total liabilities of **HKD 35.64 million**, resulting in total equity of **HKD 194.49 million** Consolidated Statement of Financial Position Summary (As of March 31) | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Non-current Assets | 26,049 | 43,845 | | Current Assets | 204,078 | 178,036 | | **Total Assets** | **230,127** | **221,881** | | Current Liabilities | 34,670 | 25,225 | | Non-current Liabilities | 968 | 56 | | **Total Liabilities** | **35,638** | **25,281** | | **Net Assets (Total Equity)** | **194,489** | **196,600** | [Consolidated Statement of Changes in Equity](index=63&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2025, the Group's total equity decreased from **HKD 196.60 million** to **HKD 194.49 million**, primarily due to the net loss incurred during the year Total Equity Movement (Year Ended March 31) | Item | Amount (Thousand HKD) | | :--- | :--- | | Balance as of April 1, 2024 | 196,600 | | Loss and Total Comprehensive Expense for the Year | (2,111) | | **Balance as of March 31, 2025** | **194,489** | [Consolidated Statement of Cash Flows](index=64&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group generated **HKD 12.40 million** in net cash from operating activities and **HKD 20.80 million** from investing activities, leading to a year-end cash and cash equivalents balance of **HKD 53.12 million** Consolidated Statement of Cash Flows Summary (Year Ended March 31) | Item | FY2025 (Thousand HKD) | FY2024 (Thousand HKD) | | :--- | :--- | :--- | | Net Cash From/(Used in) Operating Activities | 12,396 | (28,146) | | Net Cash From/(Used in) Investing Activities | 20,796 | (60,565) | | Net Cash Used in Financing Activities | (3,584) | (4,270) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 29,608 | (92,981) | | **Cash and Cash Equivalents at Year-End** | **53,122** | **23,514** | [Notes to the Consolidated Financial Statements](index=65&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides comprehensive supplementary information to the consolidated financial statements, detailing accounting policies, critical estimates, segment information, and financial risk management [Particulars of Properties](index=161&type=section&id=Particulars%20of%20Properties) This chapter lists the Group's two wholly-owned properties in Tsuen Wan, Hong Kong, utilized as a director's dormitory and a warehouse - This section details the Group's two wholly-owned properties, both located in Tsuen Wan, Hong Kong, with one used as a director's dormitory and the other as a warehouse[825](index=825&type=chunk) [Financial Summary](index=162&type=section&id=Financial%20Summary) This section provides a five-year financial performance overview, including revenue, gross profit, profit/loss for the year, and net assets Five-Year Financial Performance Summary | Item (Thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 143,140 | 219,190 | 235,963 | 216,485 | 211,467 | | Gross Profit | 26,997 | 37,838 | 45,736 | 34,873 | 37,964 | | (Loss)/Profit for the Year | (2,111) | 486 | 5,762 | 1,481 | 8,677 | | Net Assets | 194,489 | 196,600 | 196,114 | 180,352 | 178,871 |

[Financial Performance](index=2&type=section&id=Financial%20Performance) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) In FY2025, the company turned from profit to a net loss of HKD 2.111 million, compared to a profit of HKD 0.486 million in the prior year, primarily due to a 34.7% year-over-year revenue decline from HKD 219.19 million to HKD 143.14 million Key Profit and Loss Data Comparison FY2024-2025 | Metric | FY2025 (HKD thousands) | FY2024 (HKD thousands) | Year-over-year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 143,140 | 219,190 | -34.7% | | **Gross Profit** | 26,997 | 37,838 | -28.7% | | **Loss/Profit Before Tax** | (1,541) | 1,530 | Turned from Profit to Loss | | **Loss/Profit for the Year** | (2,111) | 486 | Turned from Profit to Loss | | **Basic Loss/Earnings Per Share (HK cents)** | (0.18) | 0.04 | Turned from Profit to Loss | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets slightly increased to HKD 230.1 million from HKD 221.8 million, while total equity marginally decreased from HKD 197 million to HKD 194 million, with net current assets improving from HKD 153 million to HKD 169 million Asset and Liability Position Comparison as of March 31, 2024-2025 | Metric | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | **Non-current Assets** | 26,049 | 43,845 | -40.6% | | **Current Assets** | 204,078 | 178,036 | +14.6% | | **Total Assets** | 230,127 | 221,881 | +3.7% | | **Current Liabilities** | 34,670 | 25,225 | +37.4% | | **Net Current Assets** | 169,408 | 152,811 | +10.9% | | **Total Equity** | 194,489 | 196,600 | -1.1% | [Notes to the Financial Statements](index=5&type=section&id=Notes%20to%20the%20Financial%20Statements) [General Information and Accounting Policies](index=5&type=section&id=General%20Information%20and%20Accounting%20Policies) Baiyue Group Holdings Limited, an investment holding company listed on GEM, primarily engages in designing, marketing, distributing, and retailing toys and related products, with its financial statements prepared under HKFRS, and new standards having no significant impact - The company is an investment holding company, with core businesses in designing, marketing, distributing, and retailing toys and related products, and providing agency services[8](index=8&type=chunk) - Financial statements adhere to Hong Kong Financial Reporting Standards, with newly adopted accounting standards having no material impact on this year's financial results[9](index=9&type=chunk)[10](index=10&type=chunk) [Revenue and Segment Information](index=7&type=section&id=Revenue%20and%20Segment%20Information) Total revenue for FY2025 significantly decreased by 34.7% to HKD 143.1 million, with all toy business segments experiencing declines, particularly ODM toy sales and self-owned licensed toy sales, and a nearly halved revenue from Japan Revenue Breakdown by Business Line (HKD thousands) | Business Line | FY2025 | FY2024 | Year-over-year Change | | :--- | :--- | :--- | :--- | | Sales of ODM Toys | 48,324 | 90,316 | -46.5% | | Distribution of Imported Toys and Related Products | 55,592 | 66,802 | -16.8% | | Sales of Self-owned Licensed Toys and Related Products | 35,224 | 59,072 | -40.4% | | Revenue from Engineering Project Related Agency Services | 4,000 | 3,000 | +33.3% | | **Total** | **143,140** | **219,190** | **-34.7%** | Revenue Breakdown by External Customers by Region (HKD thousands) | Region | FY2025 | FY2024 | Year-over-year Change | | :--- | :--- | :--- | :--- | | Japan | 51,296 | 96,745 | -47.0% | | Mainland China | 43,569 | 40,823 | +6.7% | | Hong Kong | 20,858 | 31,090 | -32.9% | | United States | 8,272 | 24,266 | -65.9% | | Others | 19,145 | 26,266 | -27.1% | | **Total** | **143,140** | **219,190** | **-34.7%** | - Revenue from the largest customer A decreased by **48%** year-over-year from **HKD 94.68 million** to **HKD 49.25 million**, indicating high reliance risk on key customers[20](index=20&type=chunk) [Notes on Key Financial Items](index=9&type=section&id=Notes%20on%20Key%20Financial%20Items) This chapter details key items from the profit and loss statement and balance sheet, noting a significant increase in other income due to higher bank interest and investment gains, reduced income tax expense due to lower profit, no dividends recommended for two consecutive years, a substantial decrease in trade receivables consistent with revenue decline, and a notable increase in trade deposits within prepayments [Other Income and Gains](index=9&type=section&id=Other%20Income%20and%20Gains) Other income and gains significantly increased by 97.7% to HKD 5.786 million, primarily driven by higher bank interest income and gains from the disposal of financial assets - Other income and gains increased by **97.7%** year-over-year, primarily driven by increased bank interest income and gains from the disposal of financial assets[20](index=20&type=chunk) [Dividends](index=11&type=section&id=Dividends) The Board of Directors did not recommend a dividend for the years ended March 31, 2025, and 2024 - The company did not recommend dividends for two consecutive financial years[24](index=24&type=chunk) [Earnings/(Loss) Per Share](index=11&type=section&id=Earnings%2F%28Loss%29%20Per%20Share) Basic loss per share was HKD 0.18 cents, a shift from a profit of HKD 0.04 cents in the prior year, with diluted loss per share being consistent due to no potential dilutive shares Basic Loss/Earnings Per Share Calculation | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Loss/Profit attributable to owners of the Company (HKD thousands) | (2,111) | 486 | | Weighted average number of ordinary shares | 1,192,307,692 | 1,192,307,692 | | **Basic Loss/Earnings Per Share (HK cents)** | **(0.18)** | **0.04** | [Trade Receivables](index=12&type=section&id=Trade%20Receivables) Net trade receivables significantly decreased by 51.2% to HKD 10.674 million, consistent with the decline in revenue, with a notable portion of receivables over 61 days - Net trade receivables significantly decreased by **51.2%** year-over-year to **HKD 10.674 million**[27](index=27&type=chunk) [Prepayments, Deposits and Other Receivables](index=13&type=section&id=Prepayments%2C%20Deposits%20and%20Other%20Receivables) The total amount for this item increased from HKD 45.625 million to HKD 60.496 million, primarily due to a substantial increase in trade deposits - Trade deposits significantly increased from **HKD 35.361 million** to **HKD 48.023 million**, being the primary driver for the increase in this item[31](index=31&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=15&type=section&id=Business%20Review) All core toy business segments faced significant challenges and revenue declines this year, with only the new engineering project agency services business showing growth [Sales of ODM Toys](index=15&type=section&id=Sales%20of%20ODM%20Toys) ODM toy sales revenue sharply declined by 46.5% to HKD 48.32 million, primarily due to economic pressures in the Japanese market, despite an improved gross profit margin - Revenue decreased by approximately **46.5%** to **HKD 48.324 million**, primarily due to a weak Japanese market[38](index=38&type=chunk) - Gross profit margin increased from **7.3%** to **11.6%**, driven by a shift towards small-batch, high-margin products[38](index=38&type=chunk) [Distribution of Imported Toys](index=15&type=section&id=Distribution%20of%20Imported%20Toys) Revenue from the largest distribution business segment fell by 16.8% to HKD 55.59 million, attributed to economic uncertainty, inflation, and market saturation in collectible action figures - Revenue decreased by **16.8%** to **HKD 55.592 million**[39](index=39&type=chunk) - The revenue decline is attributed to economic uncertainty, inflation, and a highly saturated collectibles market[39](index=39&type=chunk) [Sales of Self-owned Licensed Toys](index=15&type=section&id=Sales%20of%20Self-owned%20Licensed%20Toys) Sales of self-owned licensed toys, including "SENTINEL/千值练," significantly decreased by 40.4% to HKD 35.22 million, impacted by inflation, stagnant wages, and increased costs from global supply chain issues - Revenue significantly decreased by **40.4%** to **HKD 35.224 million**[40](index=40&type=chunk) - The revenue decline is attributed to inflation, stagnant wages, and increased costs due to supply chain disruptions[41](index=41&type=chunk) [Engineering Project Agency Services](index=16&type=section&id=Engineering%20Project%20Agency%20Services) This new business segment, launched in 2022, generated HKD 4 million in revenue, a 33.3% increase from HKD 3 million last year, making it the only growing business segment - Revenue from this new business increased from **HKD 3 million** to **HKD 4 million**, achieving year-over-year growth[42](index=42&type=chunk) [Financial Analysis](index=16&type=section&id=Financial%20Analysis) The Group's overall financial performance was poor this year, with revenue down 34.7% and gross profit down 28.7%, resulting in a shift from profit to loss, despite controlled cost of sales and administrative expenses - Revenue decreased by **34.7%** year-over-year, primarily due to significant sales declines across all toy business segments[43](index=43&type=chunk) - Gross profit decreased by **28.7%** year-over-year, but gross profit margin increased from **17.3%** to **18.9%**[45](index=45&type=chunk) - Selling expenses increased by **17.7%** year-over-year, mainly due to increased marketing and development costs for online platforms[47](index=47&type=chunk) - Administrative expenses decreased by **16.4%** year-over-year to **HKD 23.103 million**[49](index=49&type=chunk) [Significant Investments and Financial Position](index=18&type=section&id=Significant%20Investments%20and%20Financial%20Position) The Group holds significant investments in Kangbai (30%) and Dongyiquan (30%), completed the disposal of Wanpu International, maintains a very low debt-to-asset ratio of 0.02, and faces unhedged foreign exchange risks from USD and JPY - Holds a **30%** equity interest in Kangbai, a joint venture engaged in protective products, and a **30%** equity interest in Dongyiquan, engaged in smart healthcare[53](index=53&type=chunk)[55](index=55&type=chunk) - Completed the disposal of its **45%** equity interest in Wanpu International Limited, an IT solutions provider, on December 2, 2024[57](index=57&type=chunk)[58](index=58&type=chunk) - The debt-to-asset ratio remains at a low level of approximately **0.02 times**, indicating a sound and stable financial position[59](index=59&type=chunk) - The Group faces foreign exchange risks from USD and JPY but currently does not engage in hedging[60](index=60&type=chunk) [Other Disclosures](index=20&type=section&id=Other%20Disclosures) [Employee and Dividend Information](index=20&type=section&id=Employee%20and%20Dividend%20Information) As of March 31, 2025, the Group maintained 35 employees in Hong Kong, with total staff costs, including directors' emoluments, slightly increasing to approximately HKD 16.3 million, and no dividend recommended - The number of employees is **35**, consistent with the prior year; total staff costs are approximately **HKD 16.303 million**[62](index=62&type=chunk) - The Board of Directors did not recommend a dividend for the year ended March 31, 2025[63](index=63&type=chunk) [Events After the Reporting Period](index=20&type=section&id=Events%20After%20the%20Reporting%20Period) Post-reporting period, the company plans to sell a property in Tsuen Wan, Hong Kong, for HKD 12.7 million to its Chairman and CEO, Mr. Li Wai Keung, a connected transaction subject to EGM approval - The company intends to sell a property to Mr. Li Wai Keung, Chairman and Executive Director, for a total consideration of **HKD 12.7 million**[65](index=65&type=chunk) - This disposal constitutes a connected transaction for the company, subject to approval at an extraordinary general meeting, and may not proceed[66](index=66&type=chunk) [Corporate Governance](index=21&type=section&id=Corporate%20Governance) The company is committed to maintaining high corporate governance standards, adhering to the GEM Listing Rules, with its Audit Committee, composed of three independent non-executive directors, having reviewed the annual results - The company has applied and complied with the code provisions of the Corporate Governance Report as set out in Appendix 15 to the GEM Listing Rules[68](index=68&type=chunk) - The Audit Committee, comprising three independent non-executive directors, has reviewed the draft consolidated annual results[70](index=70&type=chunk)

Company Overview - Baiyue Group Holdings Limited is a Hong Kong toy company engaged in the design, marketing, distribution, and retail of toys and related products [2] - The company's product portfolio includes high-end and mass-market models based on popular ACG characters owned by third parties, as well as related products like pens and hair ties [2] - Revenue sources include ODM toys manufactured according to specific customer requirements, imported toys procured by foreign licensees, and self-developed licensed toys based on multiple entertainment and toy brand licenses from the United States [2] Financial Performance - As of September 30, 2024, Baiyue Group reported total revenue of 53.23 million yuan, a year-on-year decrease of 42.86% [1] - The net profit attributable to the parent company was 1.3851 million yuan, showing a significant year-on-year increase of 346.95% [1] - The gross profit margin stood at 19.42%, and the debt-to-asset ratio was 15.8% [1] Market Position and Valuation - Baiyue Group's price-to-earnings (P/E) ratio is 16.23, ranking 32nd in the household appliances and supplies industry, where the average P/E ratio is 14.11 [1] - The industry median P/E ratio is 3.8, with other companies in the sector showing significantly lower P/E ratios, such as Lian International at 1.54 and Kaifushan Group Holdings at 1.61 [1] Upcoming Events - The company is scheduled to disclose its fiscal year 2024 annual report on June 27, 2025 [2]

Company Overview - Baiyue Group Holdings Limited is a Hong Kong toy company engaged in the design, marketing, distribution, and retail of toys and related products [2] - The company's product portfolio includes high-end and mass-market models based on popular ACG characters owned by third parties, as well as related products like pens and hair ties [2] - Revenue sources include ODM toys manufactured according to specific customer requirements, imported toys procured by foreign licensees, and self-developed licensed toys based on multiple entertainment and toy brands from the United States [2] Financial Performance - As of September 30, 2024, Baiyue Group reported total revenue of 53.23 million HKD, a year-on-year decrease of 42.86% [1] - The net profit attributable to the parent company was 1.3851 million HKD, showing a significant year-on-year increase of 346.95% [1] - The gross profit margin stood at 19.42%, and the debt-to-asset ratio was 15.8% [1] Market Position and Valuation - Baiyue Group's price-to-earnings (P/E) ratio is 16.69, ranking 32nd in the household appliances and supplies industry, which has an average P/E ratio of 13.64 [1] - The industry median P/E ratio is 3.61, with other companies in the sector showing significantly lower P/E ratios, such as Kaifushan Group Holdings at 1.58 and Lianian International at 1.63 [1]