△ 按2021年12月供股而作出調整 CONTENTS 目錄 | 2 | Financial Highlights | | --- | --- | | | 財務撮要 | | 3 | Corporate Information | | | 企業資料 | | 5 | Chairperson's Statement | | | 主席報告 | | 8 | Management Discussion and Analysis | | | 管理層討論及分析 | | 40 | Directors and Senior Management Profile | | | 董事及高層管理人員 | | 44 | Directors' Report | | | 董事會報告 | | 57 | Corporate Governance Report | | | 企業管治報告 | | 83 | Independent Auditor's Report | | | 獨立核數師報告 | | 90 | Consolidated Statement of Profit or Loss and Other Comprehensive Income ...

Financial Performance - Revenue for the year ended June 30, 2025, was HK$151.28 million, slightly down from HK$152.28 million in 2024, but up from HK$128.74 million in 2023, reflecting three years of strong sales performance[6]. - Adjusted profit for 2025 was HK$27.06 million, a significant increase from HK$5.72 million in 2024 and HK$9.69 million in 2023[6]. - The Group reported total revenue of approximately HK$151 million for the twelve months ended June 30, 2025, a decrease of approximately 0.7% compared to HK$152 million for fiscal year 2024[42]. - Profit attributable to owners of the Group increased to approximately HK$27.1 million, compared to HK$5.7 million in the prior period, reflecting a significant improvement in profitability[46]. - The gross margin percentage remained stable, indicating consistent profitability from core operations throughout the year[47]. - Distribution costs decreased to approximately HK$25.9 million from HK$27.5 million, attributed to reduced sales[48]. - General and administrative expenses rose by 4.6% to approximately HK$56.9 million, compared to HK$54.4 million in the previous period[49]. - Finance costs decreased to approximately HK$0.3 million from HK$0.5 million in the previous fiscal year[50]. Financial Position - Cash and cash equivalents increased from approximately HK$109.3 million in 2024 to approximately HK$138.7 million in 2025, indicating a strong cash position[17]. - Total assets increased to HK$307.58 million in 2025 from HK$242.42 million in 2024, reflecting growth in the company's financial position[6]. - Equity attributable to owners of the Company rose to HK$222.11 million in 2025, up from HK$165.41 million in 2024[6]. - As of June 30, 2025, the company had approximately HK$138.7 million in liquid assets, up from HK$109 million in 2024, indicating a healthy financial position[123]. - The Group maintained a strong financial position with a net current asset value of approximately HK$135.4 million, up from HK$98 million in 2024, and had no borrowings as of June 30, 2025[127]. - The Group's current assets were approximately HK$217.3 million, compared to HK$172 million in 2024, while current liabilities were about HK$82 million, an increase from HK$74 million in 2024[127]. - The financial cost for the year ended June 30, 2025, was approximately HK$334,000, a decrease from HK$505,000 in 2024[128]. Market and Growth Strategy - The market growth is driven by the modernization of outdated communication systems, with over 80% of critical communicators expected to adopt advanced LTE and 5G technologies by the end of 2025[20]. - The Group continues to invest in new technologies and platforms to position itself as a leader in critical messaging solutions despite facing domestic and international challenges[18]. - The Group's strategic investments in technology, branding, and market expansion position it for growth despite a challenging economic environment[28]. - The company aims to enhance its market presence through the development of innovative products and solutions[167]. - The company targets growth in core markets of Healthcare and Emergency Services in the UK while exploring new markets[101]. Product Development and Innovation - The Group's Research and Development Team is focused on delivering enhanced, secure digital solutions to replace outdated systems, improving efficiency and ensuring secure communication[19]. - The launch of the Multitone Nucleus™ cloud-based messaging solution, developed in partnership with AWS, enhances the Group's market position and offers a resilient, device-agnostic critical messaging application[25]. - The upcoming Multitone Evolve™ device will support critical messaging solutions in healthcare markets, with additional investment in Project Aura to develop successors to the EkoTek® product family[27]. - The recent product launch, Multitone NucleusTM, is positioned as a central hub for real-time communication in critical industries, representing a significant development for the company[102]. - The Multitone Nucleus™ platform is positioned as a comprehensive integrated safety solution for emergency communication, targeting healthcare and public safety sectors, with a subscription model creating stable revenue sources[109]. Rebranding and Market Presence - A group-wide rebranding initiative was launched to strengthen the company's market presence and build trust with stakeholders[18]. - The rebranding initiative aims to build trust and credibility among customers, partners, and stakeholders, amplifying marketing effectiveness[40]. - The company is actively seeking new partners in the US market to re-establish sales during the new fiscal year[121]. - The company is focusing on expanding its reach in Poland through a new distributor, Pewna Lacznosc, to grow international sales revenue[115]. Economic Environment and Challenges - The economic environment remains challenging, with high interest rates and geopolitical tensions impacting growth and business costs[37]. - The economic outlook indicates modest but slowing growth, with persistent inflation and uncertainties due to geopolitical tensions and trade policy changes[95][99]. Governance and Management - The management team includes professionals with strong backgrounds in finance, accounting, and investment banking, ensuring robust governance and strategic direction[163][164]. - The board comprises experienced independent non-executive directors who contribute to the company's strategic oversight[159][163]. - The company secretary has over 17 years of experience in auditing and financial management, ensuring compliance and governance[164]. Environmental and Social Responsibility - The Group emphasizes environmental protection and energy conservation, achieving significant accomplishments in environmental management[178][183]. - The Company is committed to maintaining good relationships with employees, customers, and business partners to ensure sustainable development[185][191].

Financial Reports - The company has published its annual reports for the fiscal years ending June 30, 2024, and June 30, 2025[3] - The additional information provided does not affect other data disclosed in the annual reports for 2023/2024 and 2024/2025[6] Stock Option Plan - The stock option plan remains effective for a total of ten years from October 9, 2017, to October 8, 2027, with 39 months and 7 days remaining as of June 30, 2024, and 27 months and 7 days remaining as of June 30, 2025[5]

Financial Performance - Revenue for the reporting period reached RMB 4,726,567,520.04, an increase of 20.95% compared to the same period last year[8]. - Total profit for the reporting period was RMB 483,373,429.19, a decrease of 287.33% year-on-year[8]. - Net profit attributable to shareholders was RMB 376,461,748.33, down 284.87% compared to the same period last year[8]. - Total operating revenue for the first three quarters of 2025 was ¥12.46 billion, a decrease of 14.6% compared to ¥14.60 billion in the same period of 2024[26]. - Net profit for the first three quarters of 2025 was ¥649.69 million, down 50% from ¥1.30 billion in the first three quarters of 2024[27]. - The company’s total profit for the first three quarters of 2025 was ¥758.71 million, compared to ¥1.45 billion in 2024, reflecting a decline of 47.8%[26]. - The company reported a basic earnings per share of ¥0.27 for the first three quarters of 2025, down from ¥0.55 in the same period of 2024[27]. Assets and Liabilities - The company's total assets at the end of the reporting period were RMB 41,910,481,900.36, a decrease of 2.35% from the previous year[11]. - As of September 30, 2025, total assets amounted to RMB 41.91 billion, a decrease from RMB 42.92 billion as of December 31, 2024, reflecting a decline of approximately 2.5%[23]. - Current assets totaled RMB 12.52 billion, down from RMB 13.88 billion, indicating a decrease of about 9.7%[23]. - Total liabilities decreased to RMB 19.62 billion from RMB 21.14 billion, representing a reduction of approximately 7.1%[24]. - The company's cash and cash equivalents were RMB 3.82 billion, down from RMB 5.29 billion, a decline of around 27.8%[23]. - Short-term borrowings decreased to RMB 696 million from RMB 1.02 billion, a reduction of approximately 31.6%[24]. Cash Flow - The cash flow from operating activities for the year-to-date was RMB 2,261,810,118.10, down 25.03% year-on-year[8]. - Cash flow from operating activities for the first three quarters of 2025 was ¥2.26 billion, a decline of 25% compared to ¥3.02 billion in 2024[30]. - Cash flow from investing activities showed a net outflow of ¥2.51 billion in 2025, an improvement from a net outflow of ¥4.24 billion in 2024[30]. - Cash flow from financing activities resulted in a net outflow of ¥1.00 billion in 2025, compared to a net outflow of ¥135.30 million in 2024[31]. - The cash and cash equivalents at the end of the first three quarters of 2025 were ¥3.27 billion, down from ¥4.10 billion at the end of the same period in 2024[31]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 68,339[15]. - The top ten shareholders held a combined 69.77% of the shares, with HKSCC NOMINEES LIMITED holding 18.85%[16]. - The total equity attributable to shareholders increased to RMB 22.20 billion from RMB 21.70 billion, an increase of approximately 2.3%[24]. Research and Development - Research and development expenses decreased by 32.84%, primarily due to reduced investment in R&D[14]. - Research and development expenses decreased to ¥322.22 million in 2025 from ¥479.77 million in 2024, reflecting a reduction of 32.8%[26]. Inventory and Accounts Receivable - The company reported a decrease in inventory by 30.36%, attributed to a reduction in raw materials and finished products[14]. - The company's inventory decreased to RMB 1.21 billion from RMB 1.73 billion, reflecting a decline of about 30.0%[23]. - The company reported a significant increase in accounts receivable, rising to RMB 3.38 billion from RMB 2.60 billion, an increase of approximately 30.2%[23]. Future Plans - The company has a plan for market expansion and new product development, although specific details were not disclosed in the provided content[19].

Financial Performance - The group's consolidated revenue for the nine months ended September 30, 2025, was approximately HKD 6.73 billion, an increase of 66.4% compared to HKD 4.04 billion for the same period in 2024[5] - Gross profit for the same period was HKD 2.40 billion, reflecting a significant increase of 1,000.6% from HKD 217.83 million in 2024[4] - The group recorded a loss attributable to shareholders of approximately HKD 16.17 million, a decrease of 91.5% compared to a loss of HKD 190.72 million in the previous year[5] Asset and Inventory Management - Total asset value as of September 30, 2025, was HKD 35.40 billion, down 12.7% from HKD 40.56 billion as of December 31, 2024[4] - The group recognized an inventory impairment provision of approximately HKD 1.10 billion during the review period, compared to none in the same period last year[6] - The fair value loss on investment properties (net of deferred tax) was approximately HKD 99.12 million, compared to HKD 25.83 million in the previous year[6] - As of September 30, 2025, the group held completed unsold properties valued at approximately HKD 11.653 billion, down from HKD 12.849 billion as of December 31, 2024[11] - The value of properties under development was approximately HKD 10.005 billion, a decrease from HKD 13.147 billion as of December 31, 2024[11] - The total value of completed and under development properties was approximately HKD 21.658 billion, down from HKD 25.996 billion as of December 31, 2024[11] - The sales amount for properties that have been signed and paid for but not yet delivered was approximately HKD 6.510 billion, down from HKD 9.386 billion as of December 31, 2024[11] Project Development and Delivery - The group delivered properties primarily from the Guangzhou Yuehai Yun Port City project, which had a higher gross profit margin, contributing to increased sales profits compared to 2024[6] - The total signed floor area for properties during the review period was approximately 168,000 square meters, compared to 212,000 square meters for the nine months ending September 30, 2024[9] - The total delivered floor area for properties was approximately 214,000 square meters, slightly up from 210,000 square meters for the nine months ending September 30, 2024[9] - The construction status of various projects indicates that significant progress has been made, with several properties in Guangzhou and Zhuhai having completed their main structure[10] - The company is actively developing new projects, with several sites in Jiangmen and Foshan awaiting further development[10] Future Outlook and Governance - The group has ongoing projects in various cities, including Guangzhou, Shenzhen, and Foshan, with significant total floor areas under development[7] - The group plans to continue expanding its market presence with new projects and developments scheduled for completion in the coming years[7] - The net asset value per share as of September 30, 2025, was HKD 2.10, a slight increase of 1.0% from HKD 2.08 as of December 31, 2024[4] - The company emphasizes caution regarding the financial data presented, which has not been audited or reviewed by external auditors[12] - The board of directors consists of a mix of executive and independent directors, ensuring diverse oversight and governance[13]

Revenue and Profitability - Revenue from the food products business increased by 3.7% to RMB367.9 million from RMB354.9 million in 2024[16] - Segment gross profit for food products decreased by 2.5% to RMB11.6 million from RMB11.9 million in 2024, with a gross margin decline from 3.4% to 3.2%[16] - Revenue from the newly launched food and beverage business amounted to RMB67.5 million, with a segment gross profit of RMB39.5 million and a gross margin of 58.6%[17] - The Group's total revenue for the Reporting Period was RMB435.3 million, with the food products business contributing 84.5% and the food and beverage business contributing 15.5%[54] - The Group's gross profit margin for the total business was 11.8%, with the food products business at 3.2% and the food and beverage business at 58.6%[56] Financial Performance and Losses - The Group's loss for the Reporting Period increased to approximately RMB99.7 million due to higher sales and distribution costs and recognized expected credit losses[17] - Selling and distribution expenses increased primarily due to higher sales commissions and promotion costs during the Reporting Period[58] - Income tax expense for the Reporting Period was approximately RMB25,000, compared to an income tax credit of RMB1.7 million in 2024[60] Business Expansion and Strategy - The Company plans to expand its product portfolio to include fresh pork products to strengthen its food business[21] - The Group will focus on developing new businesses, particularly in internet and digital sectors, to diversify revenue sources and stabilize financial performance[24] - The company aims to monitor market dynamics and actively explore new business opportunities, focusing on expanding its internet and digital business to diversify revenue sources[27] - The company emphasizes the importance of listening to market voices and responding with substantial value rather than just discounts, as a strategy for future success[26] Capital and Financing Activities - A placing agreement was entered into on 18 September 2025 to issue up to 30,802,000 placing shares at HK$0.43 per share, potentially raising approximately HK$12.94 million[22] - The placing is expected to enhance the Group's financial position and liquidity without incurring interest expenses associated with debt[23] - The net proceeds from a placing of shares amounted to HK$13.6 million, fully utilized for purchases, marketing, and corporate development[92] - A rights issue was proposed on October 18, 2024, aiming to raise up to HK$30,802,000 by offering one rights share for every two existing shares at HK$0.40 per share, with a market price of HK$0.29 on that date[98][104] Assets and Liabilities - Net current assets decreased from approximately RMB199.2 million as of June 30, 2024, to approximately RMB119.0 million as of June 30, 2025, primarily due to a decrease in cash and cash equivalents and inventories[63] - Cash and cash equivalents as of June 30, 2025, were approximately RMB6.8 million, down from approximately RMB60.9 million as of June 30, 2024, with no bank borrowings reported[64] - Trade receivables increased to approximately RMB143.9 million as of June 30, 2025, compared to approximately RMB89.9 million as of June 30, 2024, with an average credit period of 30 to 90 days[74] - Inventories decreased significantly from approximately RMB74.7 million as of June 30, 2024, to approximately RMB8.3 million as of June 30, 2025, with inventory turnover days improving from 76 days to 39 days[73] - The gearing ratio increased to 0.54 as of June 30, 2025, compared to 0.26 as of June 30, 2024[72] Employee and Governance - The Group had 229 full-time employees as of June 30, 2025, down from 405 as of June 30, 2024[89] - The Company regularly reviews employee remuneration packages to ensure competitiveness and alignment with market standards[129] - The Company has implemented a risk management system covering financial security, production, logistics, technology, and compliance to address operational risks associated with business growth[128] - The Audit Committee oversees the risk management policy and the performance of the risk management system[128] Dividends and Shareholder Information - The Board did not recommend the payment of a final dividend for the reporting period[90] - The company did not declare or propose any dividends for the year ended June 30, 2025, consistent with the previous year[111][118] - The company has adopted a dividend policy that allows for the declaration and distribution of dividends based on various financial factors, but no predetermined distribution ratio exists[123][124] - The Board retains absolute discretion over the declaration of dividends, considering financial performance and other relevant factors[126] Corporate Governance and Compliance - The company has maintained compliance with applicable laws and regulations during the reporting period, with no material breaches reported[125] - The Company has received confirmations of independence from all independent non-executive directors as required by the Listing Rules[157] - The company is committed to adopting corporate governance practices as detailed in the Corporate Governance Report[192] Share Option Scheme - The Share Option Scheme allows the Board to grant options to eligible participants, with a maximum of 10% of the total shares in issue, equating to 100,000,000 shares[161] - No share options were granted under the Share Option Scheme from its effective date up to the date of the annual report[169] - The subscription price for shares under the Share Option Scheme must be at least the highest of the official closing price on the Stock Exchange or the nominal value of a share[168]

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依 賴該等內容而引致的任何損失承擔任何責任。 中國中煤能源股份有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：01898） 2025年第三季度報告 根據中國證券監督管理委員會和上海證券交易所（「上交所」）的規定，中國中煤 能源股份有限公司（「本公司」或「中煤能源」及其附屬公司，統稱「本集團」）須 刊發季度報告。 本公告乃根據《證券及期貨條例》（香港法例第571章）第XIVA部及香港聯合交易 所有限公司證券上市規則第13.09條而作出。 本公告為本公司截至2025年9月30日止九個月期間的2025年第三季度財務報告的 摘要。季度財務報告的全文將於2025年10月27日載於香港聯合交易所有限公司 （「聯交所」）網站。季度財務報告的全文僅為中文。 重要內容提示： 公司董事會及董事、高級管理人員保證季度報告內容的真實、準確、完整，不存 在虛假記載、誤導性陳述或重大遺漏，並承擔個別和連帶的法律責任。 公司負責人、主管會計工作負責人及會計機構 ...

Financial Performance - Revenue for the year ended June 30, 2025, was HK$726,949,000, a decrease of 2.9% from HK$748,489,000 in 2024[10] - EBITDA increased by 2.7% to HK$87,025,000 from HK$84,776,000, reflecting improved operational efficiency[10] - Adjusted EBITDA rose significantly by 21.1% to HK$94,878,000 compared to HK$78,357,000 in the previous year[10] - Profit for the year decreased by 9.4% to HK$31,916,000 from HK$35,217,000 in 2024[10] - Profit attributable to owners of the Company fell by 22.6% to HK$31,440,000 from HK$40,643,000[10] - Basic and diluted earnings per share decreased by 21.7% to HK$3.98 from HK$5.08[10] - Proposed final dividend per share is HK$1.90, down 5.0% from HK$2.00 in the previous year[10] - Interim dividend per share increased by 7.7% to HK$1.40 from HK$1.30[10] - The Company reported a profit before tax of HK$40,499,000, a slight decrease of 0.3% from HK$40,624,000[10] - For the fiscal year 2025, the EBITDA margin increased to 12.0%, up by 0.7 percentage points from 11.3% in 2024[12] - Adjusted EBITDA margin improved to 13.1%, reflecting a significant increase of 2.6 percentage points compared to 10.5% in the previous year[12] - Net profit margin decreased to 4.4%, down by 0.3 percentage points from 4.7% in 2024[12] Assets and Liabilities - Total assets as of June 30, 2025, were HK$1,095,325, a decrease of 1.0% from HK$1,106,823 in 2024[12] - Cash, bank balances, and deposits increased by 18.2% to HK$302,836 from HK$256,139 in 2024[12] - Net current assets rose by 22.4% to HK$267,681, compared to HK$218,719 in the previous year[12] - Shareholders' funds increased by 2.3% to HK$742,632 from HK$725,942 in 2024[12] - Right-of-use assets as of June 30, 2025, were approximately HK$96.5 million, down from HK$107.2 million in FY2024, representing about 8.8% of the Group's total assets[191][195] - Goodwill as of June 30, 2025, was approximately HK$156.6 million, a decrease from HK$164.2 million in FY2024, representing about 14.7% of the Group's total assets[193][196] - Investments at fair value through other comprehensive income amounted to approximately HK$40.3 million as of June 30, 2025, an increase from HK$30.5 million in FY2024[199] - Financial assets at fair value through profit or loss were approximately HK$38.9 million as of June 30, 2025, a decrease from HK$41.1 million in FY2024[199] - The total value of investments at fair value through other comprehensive income and financial assets at fair value through profit or loss represented about 7.2% of the Group's total assets as of June 30, 2025, compared to 6.5% in FY2024[199] Strategic Initiatives - The company announced the establishment of a new community medical healthcare center in Guangdong Province as part of its Greater Bay Area strategy[22] - Investments in smart clinic systems and AI-assisted diagnostics are aimed at enhancing operational efficiency and supporting proactive health management[22] - The focus on preventive medicine includes health screenings and wellness initiatives, aiming to attract more patients and strengthen revenue streams[22] - The corporate healthcare solutions business now serves over 1.3 million end users across more than 1,000 service points in Hong Kong, Macau, and Chinese Mainland[31] - The company continues to strengthen its third-party administration (TPA) services to provide a more comprehensive and integrated healthcare service[37] - The company is tailoring corporate healthcare plans to enrich employee benefits while balancing cost budgets for related companies[39] - The company is focused on ensuring that every patient interaction is supported by the best that modern medicine can offer[42] - The Corporate Solutions and Managed Care division remains a robust core of the business, leveraging data analytics to enhance client relationships and achieve high retention rates[46] - A new Clinic Management System (CMS) was launched, achieving a fully paperless workflow across outpatient centers, alongside the Electronic Pre-Approval (EPA) platform for seamless integration[47] - The establishment of a new TPA office and a Hong Kong-invested health station in Foshan marks a significant step in expanding regional footprint and service capabilities[48] - The company is actively exploring strategic partnerships and M&A opportunities across the Greater Bay Area and other regions in Chinese Mainland[48] - UMP aims to create a seamless, patient-centric journey across all service lines while investing in the next generation of clinical and managerial leaders[54] - The company is committed to evolving service models to meet changing market needs and strengthening its impact across the Greater Bay Area and beyond[54] Market Challenges and Responses - The company faced a challenging macroeconomic environment, impacting corporate decision-making and operational priorities[77] - The demand for Immigration Medical Examination (IME) services significantly declined due to economic downturn and geopolitical tensions in 2025[135][140] - The full reopening of borders between Hong Kong and Mainland China is expected to unleash pent-up demand for high-quality medical services[99] - The company is increasing its focus on the small and medium enterprise sector, which has shown resilient growth and a strong appetite for structured benefits packages[100] - The extensive and curated network of premium healthcare providers in Hong Kong serves as a critical competitive advantage for the company[101] - The company is engaging existing clients to enhance their plans for remaining employees, thereby maintaining per-member revenue[100] - Revenue in Hong Kong and Macau clinical healthcare services decreased by 4.3%, while operating profit increased by 16.4% due to lower costs[111] - Strategic focus for FY2025 on operational excellence and cost optimization, leading to stable and profitable growth[112] Growth and Development - The company achieved high-single-digit revenue growth, primarily driven by increased utilization of comprehensive healthcare plans and a surge in demand for related clinical medical services[88] - Profit margins expanded due to operational efficiencies and the scalable nature of the TPA platform, showcasing the strategic value of the integrated model[88] - The company focused on building a one-stop healthcare ecosystem by expanding partnerships beyond core insurance providers to include wellness tech firms and pharmaceutical providers[94] - A significant increase in the utilization of insured healthcare plans was observed, reflecting a shift towards quality and security during uncertain times[87] - The company successfully launched enhanced and modular plan options, allowing clients to enrich employee benefits while controlling costs[83] - The restructuring and integration of medical imaging and testing centers began to show results in FY2025, contributing significantly to revenue and profit growth[66] - The newly established medical imaging centres contributed positively to revenue growth, indicating a key growth vector for the future[75] - The company is focused on digital transformation, including launching a comprehensive member mobile app for easier access to services and personalized health tracking[161] - Future strategies include exploring geographic expansion in the Asia-Pacific region and introducing new service lines such as advanced mental health programs[162] - Continued investment in partnerships, technology, and regional expansion is identified as key pillars for growth and sustainability[163]

Financial Performance - The company's revenue for the year decreased to approximately RMB 70.9 million, a decline of about 0.75% compared to RMB 71.4 million in the previous year[7][11] - Gross profit for the year was approximately RMB 20.2 million, an increase from RMB 18.2 million in the previous year[11] - The company recorded a profit before tax of approximately RMB 0.6 million, a significant improvement from a loss of RMB 3.4 million in the previous year[11] - The loss attributable to equity holders of the company was approximately RMB 5.0 million, compared to RMB 10.0 million in the previous year[11] - Basic loss per share for the year was RMB 0.17, down from RMB 0.34 in the previous year[11] - Revenue from operations outside mainland China amounted to RMB 70,884,000, slightly down from RMB 71,415,000 in the previous year[18] - The company reported a loss for the year, with financial status detailed in the financial statements on pages 45 to 48[117] Equity and Assets - The total equity of the group decreased to RMB 116.8 million[7] - The total equity attributable to owners decreased by approximately RMB 4,980,000 to about RMB 99,245,000 as of June 30, 2025[24] - As of June 30, 2025, the company has no reserves available for cash distribution, with a share premium balance of RMB 678,834,000 that can be distributed in the form of bonus shares[122] - The group reported a significant inventory value of RMB 41,827,000 for completed properties held for sale and RMB 62,419,000 for parking spaces, indicating substantial assets[191] Property Management and Development - The company owns and manages properties with a total area of approximately 254,248 square meters and has 515 parking spaces[8][12] - The company acquired 51% stakes in Shenzhen Hailian and Huizhou Huiyang, which manage properties totaling approximately 3,050,000 square meters[12] - The guaranteed net profit for Shenzhen Hailian and Huizhou Huiyang for the year ending December 31, 2024, is not less than RMB 6.2 million, which has been achieved[12] - The property management services business continued to develop, providing stable income[16] - The group manages properties totaling approximately 3,050,000 square meters in the Greater Bay Area, indicating growth potential in Shenzhen and Huizhou[20] - The Xuzhou project includes 515 parking spaces and three 3-story commercial buildings, expected to positively contribute to the group's expertise in property management[19] Governance and Board Structure - 毛仰光先生自2023年7月起担任执行董事、主席及行政总裁，拥有超过28年的行业经验[40] - 杜云先生自2020年6月起担任执行董事，拥有超过30年的政府及私营部门工作经验[40] - 董事会于2025年6月30日包括2名执行董事及3名独立非执行董事，确保成员组合的平衡[47] - 本年度董事会举行6次会议，所有出席率均为100%[50] - 本公司遵守上市规则附录C1的企业管治守则，尽管主席与行政总裁的角色由同一人兼任[46] - The company has established a continuous professional development program for all directors to ensure they remain informed and contribute effectively to the board[53] - The audit committee, composed entirely of independent non-executive directors, held two meetings to review the consolidated financial statements for the year ending June 30, 2024[66] - The company has confirmed that all independent non-executive directors meet the independence criteria set forth in the listing rules[60] Compensation and Remuneration - The total employee compensation for the year was approximately RMB 38,816,000, down from RMB 41,904,000 in the previous year[28] - The remuneration committee held three meetings during the year to review the compensation of the board and senior management, with a 100% attendance rate from its members[63] - As of June 30, 2025, one senior management member received compensation in the range of HKD 1,000,001 to HKD 1,500,000[65] - The remuneration committee is responsible for proposing the remuneration policy for directors and senior management, aligning it with the company's objectives[63] Risk Management and Internal Controls - The internal audit department is responsible for ensuring effective governance, risk management, and internal controls across all departments and subsidiaries[80] - The company conducts regular assessments of its risk management and internal control systems, with reviews occurring twice a year[80] - The company emphasizes the importance of risk awareness and management across strategic planning, operations, and compliance with laws and regulations[77] Shareholder Communication and Policies - The company has established a shareholder communication policy to ensure timely and equal access to information for shareholders and potential investors[96] - The company emphasizes electronic communication with shareholders to reduce environmental impact and improve information dissemination[102] - The company has mechanisms in place for shareholders to request special meetings if they hold at least 10% of the voting rights[92] - The company has not made any changes to its organizational documents during the year[95] - The company emphasizes the need for shareholders to submit proposals at least six weeks before meetings to ensure proper consideration[97] Share Option Schemes - The 2003 Share Option Scheme allows for the issuance of up to 40,262,500 shares, representing 10% of the issued shares as of January 9, 2003[132] - The 2010 Share Option Scheme permits the issuance of up to 95,024,050 shares, also representing 10% of the issued shares as of the special general meeting date in 2010[143] - The maximum number of options that can be granted to any individual in a twelve-month period is capped at 1% of the company's issued shares[133][144] - The total number of shares that can be issued under the 2019 Share Option Scheme is 288,409,173 shares, accounting for 10% of the shares issued as of the date of the 2019 annual general meeting[153] - As of the date of this annual report, no share options have been granted, exercised, lapsed, or cancelled under the 2019 Share Option Scheme during the year[155] Audit and Compliance - The independent auditor, Ernst & Young, is eligible and willing to be reappointed at the upcoming annual general meeting[184] - The company has maintained the required public float as per the listing rules as of the report date[183] - The board has confirmed that all directors complied with the standards set forth in the trading code for directors during the year[76] Gender Diversity and Inclusion - The gender ratio among employees is currently 100 males to 54 females, an increase from 100 males to 47 females last year, indicating progress in gender diversity[87] - The company aims to achieve a female board representation of over 20% in the coming years through active nomination of suitable candidates[86] - The company recognizes the importance of gender diversity in enhancing performance quality and will continue to focus on this area for competitive advantage[87]

Financial Performance - Revenue for the year ended June 30, 2025, was HK$168.5 million, a decrease from HK$188.0 million in 2024[19] - The company reported a loss attributable to owners of HK$989.2 million for 2025, compared to a profit of HK$171.7 million in 2024[19] - The consolidated loss after income tax for the year ended June 30, 2025, is HK$1,144,071,000, compared to a profit of HK$171,004,000 in 2024, indicating a significant decline in performance[52][56] - Basic loss per share was HK$1.52, a decline from earnings per share of HK$0.26 in 2024[151][152] - Total equity attributable to owners decreased by 13.7% to approximately HK$5,771,409,000 from HK$6,684,368,000 in 2024[153][154] - Gross profit for the year was HK$42,646,000, down from HK$106,795,000 in the previous year[146][149] - Administrative expenses increased by 412.0% to HK$289,646,000, primarily due to provisions for properties under development[147][150] - Negative change in fair value of investment properties amounted to HK$914,881,000, compared to a decrease of HK$154,070,000 in 2024[147][150] Liquidity and Financial Ratios - The cash ratio stood at 59.2%, indicating a strong liquidity position[10] - The net gearing ratio was reported at 11.8%, indicating low financial risk[12] - The total debt to equity ratio increased to 22.1% (2024: 20.1%) and the net debt to equity ratio rose to 7.5% (2024: 6.9%) due to a decrease in net asset value[166] - Interest expenses for the year were HK$53,855,000, slightly higher than HK$53,831,000 in the previous year, with an average interest rate of 4.1% (2024: 4.5%)[168] Property and Market Performance - Total property value was HK$7,453.8 million, with a significant portion located in Hong Kong (43%) and Shenzhen (25%)[11][17] - The residential market in Hong Kong shows signs of recovery, with home sales reaching a four-year high and residential transactions expected to increase by 13% to 64,000 units in 2025[54][59] - The residential rental market has recorded seven consecutive months of growth, with the official index reaching 195.6, nearing levels last seen in September 2019[60][62] - The occupancy rate for the residential project "One Kowloon Peak" is currently at 50%, with plans to market the properties for sale in early 2026[61][65] - The occupancy rate for "Villa Cecil Phase II" is maintained at 60%[66][68] - The occupancy rate for "Villa Cecil Phase III" has reached 90%[72][73] - In Shenzhen, a total of 835 units were sold, generating aggregate sales of RMB 4,092 million[84] - The average residential property prices in Shenzhen have stabilized due to local support measures, with modest improvement in transaction volumes, particularly in the mid to high-end segment[86] - Hangzhou's residential market has shown robust sentiments, with improved transaction volumes in both primary and secondary markets following recent policy adjustments[88] Dividends and Shareholder Information - Dividends declared for the year amounted to HK$40.8 million, an increase from HK$34.3 million in 2024[19] - The proposed final dividend is HK2.00 cents per share, down from HK4.00 cents in 2024, resulting in a total distribution of HK4.25 cents per share for the year, a decrease of 32% compared to last year[52][57] - The authorization for the Directors to allot additional shares during the Relevant Period is generally and unconditionally approved, not exceeding 20% of the aggregate issued share capital[40] - Shareholders may appoint proxies to attend and vote at the meeting, and a proxy need not be a member of the Company[48] Strategic Plans and Market Expansion - The company plans to continue its market expansion in China, particularly in Shenzhen and Hangzhou[15] - The company will maintain a prudent strategy while monitoring market developments closely to capture opportunities in key markets like Shenzhen and Hangzhou[81] - The company continues to explore potential sales or joint ventures for the Cecil Central Residence project, which has a total approved gross floor area of 1,708,648 square feet[102] Management and Governance - The Company Secretary is responsible for the notice of the Annual General Meeting[45] - The company has appointed an external professional firm to review internal controls, identifying some minor weaknesses that will be addressed[182] - The environmental policy is aligned with all relevant environmental legislation, and a performance review has been conducted[183] - The collective efforts of the management team and staff have strengthened the company's market position and created sustainable value for shareholders[110] Economic Context - The Malaysian economy achieved a growth of 4.4% in Q2 2025, driven by robust domestic demand and increased household spending[100] - The Central Government has implemented supportive measures to stabilize the property market, including relaxing home purchase restrictions and lowering mortgage rates[79] - The Hong Kong property market is expected to see a 3-5% rise in home prices, reflecting a cautiously optimistic outlook despite global economic challenges[106][107] Key Personnel - Dr. Chao has focused on investment, asset management, coding, and digital assets as key areas of research[127] - Mr. Sun has over 30 years of experience in marketing and distribution of consumer products in Hong Kong and Southeast Asia[135] - Mr. Lee is the Chairman and CEO of DH International Group Holdings Ltd and has been a Chartered Valuation Surveyor since 1973[136]