Economic Performance - The year 2024 was marked by significant economic challenges, including persistent inflation and geopolitical conflicts impacting global supply chains and trade flows[16]. - For FY2024, the Group recorded revenue of approximately HK$515.9 million, representing a decrease of approximately 1.4% compared to FY2023 revenue of approximately HK$523.3 million[25]. - The Toys Division's revenue decreased by approximately 1.7% to HK$514 million, with gross profit dropping to approximately HK$13.8 million, a decrease of approximately 64.8% from HK$39.2 million in FY2023[29]. - The Group's net loss for FY2024 amounted to approximately HK$73.8 million, compared to a net loss of approximately HK$29.4 million in FY2023, primarily due to a reduction in gross profit and increased impairment losses[27]. - The Agricultural Products Division improved its revenue to approximately HK$1.9 million in FY2024, up from approximately HK$0.4 million in FY2023, but still recorded a segment loss before taxation of approximately HK$3.5 million[34]. - The Toys Division faced tremendous pressure on product margins and turnover in FY2025, indicating a challenging market environment ahead[18]. Financial Position - The Group's net current liabilities at the end of FY2024 were approximately HK$220.3 million, an increase from HK$185.2 million in FY2023, with cash and cash equivalents of approximately HK$55.3 million[35]. - Capital deficiencies attributable to owners of the Company increased to approximately HK$139 million as of December 31, 2024, compared to approximately HK$80.1 million as of December 31, 2023[36]. - The Group's gearing ratio as of December 31, 2024, was approximately 136.7%, up from 131% in 2023, indicating a high level of debt relative to equity[36]. - The Group's current liabilities net amount to approximately HKD 220,257,000, while total liabilities net amount to approximately HKD 140,487,000, indicating significant uncertainty regarding the Group's ability to continue as a going concern[45]. - The Group's bank balance is approximately HKD 55,258,000, against loans of approximately HKD 217,089,000 that are due within the next twelve months[45]. Management Plans and Strategies - The Group is cautiously optimistic about the performance improvements in both the Toys Division and Agricultural Products Division, with plans to explore new business opportunities[19]. - The management plans to extend the plantation and sales of agricultural products in Japan, which are currently in the development stage[34]. - The Group has proposed to issue shares under the general mandate on January 28, 2025, to support ongoing business operations despite the current financial challenges[37]. - Management believes that the Group will have sufficient working capital for at least 12 months from December 31, 2024, based on successful measures such as share issuance and loan maturity extensions[47]. - The management plans to raise equity funds through new share placements and/or rights issues to address auditor concerns regarding going concern issues, aiming to complete this by the end of 2025[53]. - The audit committee agrees with management's action plan to address the audit qualification and supports the Group's ability to continue as a going concern[49]. ESG Commitment and Governance - The Group's ESG management structure and processes remained unchanged from the previous reporting period, indicating a consistent approach to environmental, social, and governance issues[67]. - The Group is committed to providing strong returns to investors while ensuring a healthy and safe working environment for employees and contributing to sustainable local community developments[68]. - The reporting scope of the ESG Report focuses on the primary business of manufacturing and trading toys, with the Zhongshan division being financially significant and operationally important[71]. - The Board regularly approves and updates strategies related to environmental and social issues, ensuring that all departments implement ESG policies according to their operations[68]. - The Group continues to invest substantial resources to monitor ESG issues, policies, and practices, reflecting its commitment to sustainability and compliance with legal requirements[67]. - The Group's governance structure emphasizes the importance of risk management and compliance with relevant laws and regulations to enhance competitiveness and promote sustainable business development[63]. Environmental Performance - The Group's environmental performance is overseen by the Board, ensuring compliance with all relevant environmental laws and regulations[85]. - The Group has complied with the Environmental Protection Law of the PRC and other relevant regulations to minimize environmental risks[85]. - The Group has established an environmental management system in accordance with ISO 14001 standards to enhance its environmental performance[92]. - The Group's indirect CO2 emissions increased by 3.00% from 5,129 tonnes in 2023 to 5,283 tonnes in 2024, while CO2 emissions per employee decreased by 6.05% from 3.47 tonnes to 3.26 tonnes[98]. - The Group aims to reduce air pollutant emissions, specifically hazardous SOx, NOx, and PM, by 2-3% in the coming year[106]. - The Group has not reported any confirmed cases of breaching environmental legislation regarding emissions and waste discharge during the 2024 Reporting Period[93]. Climate Change and Risk Management - The Board oversees climate-related risks, recognizing them as material risks that could impact strategic objectives and financial performance[149]. - The Group has identified energy and water as immediate areas to address climate change and reduce future costs[150]. - The Group recognizes climate change as a strategic business risk and integrates climate-related risks and opportunities into its overall business strategy[175]. - The Group has identified extreme weather events such as typhoons, heavy rain, and flooding as physical acute risks, which could lead to delivery delays and increased operational costs[158]. - Legal and policy risks related to stricter carbon emission reduction policies may increase operational costs and litigation risks for the Group[166]. - The Group acknowledges that climate change presents opportunities for cost savings through improved energy efficiency and the adoption of green technologies[169]. Employee Welfare and Practices - The Group employed 1,654 full-time employees as of December 31, 2024, in Zhongshan and Hong Kong[197]. - The employee gender distribution shows 971 males and 683 females in 2024, compared to 952 males and 566 females in 2023, indicating a growth in both male and female employees[199]. - The Group has established an updated employment policy in compliance with the National Labour Law, with no reported cases of non-compliance regarding employment practices during the 2024 reporting period[192]. - The Group contributes to "Five social insurance and one housing fund," ensuring employees receive endowment, medical, unemployment, employment injury, maternity insurance, and housing provident fund[194]. - All employees are entitled to various statutory holidays and paid leave, including paternity and maternity leave, as part of the Group's commitment to employee welfare[194]. - The Group has been certified by the ICTI CARE Foundation, demonstrating its commitment to promoting safe and fair working conditions[192].

Financial Performance - The group's revenue increased by approximately 17.57% from about HKD 270.28 million in the previous year to approximately HKD 317.76 million for the fiscal year ending December 31, 2024[9]. - The loss attributable to shareholders was approximately HKD 6.37 million, compared to a loss of approximately HKD 10.92 million in the previous year, resulting in a loss per share of HKD 0.0118[9]. - The company's revenue for the year increased by approximately 17.57% to about HKD 317.76 million, up from approximately HKD 270.28 million in the previous year[21]. - Revenue from cylindrical batteries rose by about 21.39% to approximately HKD 219.71 million, driven by increased demand in China, the Americas, and Europe[19]. - Revenue from button cell batteries increased by approximately 9.37% to about HKD 93.75 million, while revenue from rechargeable batteries and other related products grew by about 20.11% to approximately HKD 4.30 million, mainly due to demand in the European market[20]. - The gross profit for the year was approximately HKD 79.45 million, representing an increase of about 12.30% compared to HKD 70.75 million in the previous year[24]. - The gross margin decreased from approximately 26.18% to about 25.00%, a decline of about 1.18 percentage points, influenced by the depreciation of the RMB against the HKD and fluctuations in raw material prices[34][35]. - Sales expenses increased by approximately 24.52% to about HKD 21.28 million, primarily due to increased travel expenses[25]. - The company had cash and bank balances of approximately HKD 31.49 million as of December 31, 2024, an increase of about HKD 2.82 million from HKD 28.67 million the previous year[30]. - The company utilized bank financing of approximately HKD 206.49 million, representing about 92.75% of the available bank financing, a slight decrease from HKD 209.18 million the previous year[30]. - The net loss margin decreased by approximately 1.97 percentage points to about (2.07)% from (4.04)% in the previous year, primarily due to increased revenue and rental income from investment properties[36]. - The debt-to-equity ratio increased from 0.79 to 0.80 compared to the previous year[37]. - As of December 31, 2024, the total equity of the group was approximately HKD 286.85 million, down from approximately HKD 294.84 million in 2023[39]. Operational Strategy - The company plans to enhance its focus on developing batteries for healthcare and medical facilities to sustain traditional battery business growth and potential expansion[10]. - The group aims to simplify its operational structure in China to maintain competitiveness and control sales costs through subsidiary restructuring[14]. - The company expects a positive outlook for revenue from the healthcare and medical facilities market due to increasing customer inquiries[14]. - The group will continue to invest in production facilities and automation to improve cost efficiency and productivity[11]. - The company anticipates steady growth in demand for disposable batteries as market demand increases overall[14]. - The board will explore other energy business opportunities and potential investment avenues to diversify revenue sources[15]. - The company plans to continue investing in production facilities and upgrading production lines to improve capacity and efficiency by 2025[57]. - New automated production lines for disposable button batteries are set to commence commercial production in 2024, aimed at enhancing capacity and efficiency[57]. Environmental, Social, and Governance (ESG) Commitment - The group is committed to reducing carbon emissions, water, and energy consumption as part of its environmental, social, and governance (ESG) responsibilities[10]. - The company has established several service contracts with professional waste disposal service companies to ensure compliance with environmental regulations in China[50]. - The company emphasizes its commitment to sustainable practices, producing eco-friendly products without harmful substances like mercury, cadmium, and lead[144]. - The group has invested in upgrading machinery to improve energy efficiency as part of its low-carbon economy strategy[144]. - The company adheres to local laws and regulations regarding environmental protection, labor practices, and anti-corruption measures[145]. - The company is committed to enhancing its sustainability strategy and actively engages with diverse stakeholders to gather insights on key ESG issues[149]. - The board of directors oversees ESG risks and evaluates the company's sustainability goals and initiatives annually, focusing particularly on climate change and decarbonization[154]. - The company recognizes its responsibility to lead industry and societal change by launching innovative products for a greener and more sustainable future[151]. - The company is focused on integrating sustainability into its operations and is committed to providing reliable eco-friendly products[150]. Corporate Governance - The company has adopted corporate governance codes and believes it has complied with all applicable provisions during the year[54]. - The company has implemented a standard code for securities trading by directors, confirming compliance by all directors during the year[76]. - The board's composition reflects a necessary balance of skills and experience for effective leadership and independent decision-making[77]. - The company has a commitment to equal employment opportunities and prohibits discrimination of any kind[83]. - The chairman and CEO roles are held by different individuals, ensuring a clear separation of responsibilities[84]. - The board consists of three independent non-executive directors, meeting the requirement of at least one-third independence[85]. - The board held four meetings during the year, with full attendance from all directors[89]. - The company secretary attended all board meetings to report on corporate governance and compliance matters[89]. - The board has reviewed the implementation of independence mechanisms and found it satisfactory[98]. - The company has adopted a nomination policy outlining the methods and procedures for nominating and selecting directors, including the appointment of additional directors and the re-election of existing directors[109]. Employee and Management Information - Employee costs for the year amounted to approximately HKD 42.49 million, an increase of about 0.53% from HKD 42.27 million in the previous year[49]. - The total number of employees as of December 31, 2024, was 409, down from 421 in 2023[49]. - The company has a strong management team with over 29 years of experience in the battery industry, led by Mr. Liang Tao, the general manager of Jiangmen King Power[68]. - The company has a diverse team with expertise in human resources management, finance, and corporate advisory services[67]. - The company emphasizes compliance and corporate governance, with board members receiving training on legal obligations[66]. - The company has appointed a general manager to oversee compliance with environmental regulations and internal guidelines[50]. Shareholder Engagement - The company is committed to maintaining open and effective communication with shareholders, particularly through annual general meetings[128]. - The annual general meeting serves as a primary communication platform between the company and its shareholders[136]. - The company provides a platform for shareholders to communicate with the board and management, ensuring transparency and engagement[139]. - The company encourages shareholders to actively check its website for company communications and updates[137]. Sustainability Goals and Performance - The company aims to reduce energy density by 10% by 2030 compared to the 2018 baseline[178]. - Water consumption density is targeted to decrease by 25% by 2030 relative to the 2018 baseline[183]. - The group aims to reduce overall waste generation by 20% from 2023 to 2030, shifting focus from waste recycling to waste reduction management[189]. - The total nitrogen oxides emissions decreased to 161.38 kg in 2024 from 194.46 kg in 2023, reflecting a reduction of approximately 17%[177]. - Sulfur oxides emissions reduced to 0.32 kg in 2024 from 0.40 kg in 2023, a decrease of 20%[177]. - Particulate matter emissions fell to 15.81 kg in 2024 from 17.97 kg in 2023, representing a decline of about 12%[177]. - Total energy consumption increased by 1.53% in 2024 compared to 2023, driven by a 2.4% rise in electricity consumption[179]. - Greenhouse gas emissions rose by 3.79% in 2024 compared to 2023, primarily due to increased operational activities and energy demand[181].

Financial Performance - Revenue increased modestly by HK$2.0 million or 2.3% from HK$87.9 million in FY2023 to HK$89.9 million in FY2024[15]. - Net profit for FY2024 decreased by HK$4.5 million or 9.0% to HK$45.8 million compared to HK$50.3 million in FY2023[15]. - Impairment losses on loans and interest receivables rose to HK$10.0 million in FY2024 from HK$4.7 million in the prior year, impacting profitability[15]. - Profit and total comprehensive income decreased by 9.0% from HK$50.3 million in FY2023 to HK$45.8 million in FY2024[52][58]. - Administrative expenses increased from HK$22.7 million in FY2023 to HK$25.1 million in FY2024, representing an increase of HK$2.4 million or 10.6%[36]. - Employee benefit expenses rose by HK$1.4 million or 13.1% from HK$10.7 million in FY2023 to HK$12.1 million in FY2024[37]. - Other income increased by HK$0.5 million from HK$1.8 million in FY2023 to HK$2.3 million in FY2024, mainly due to an increase in bank interest income[34]. - Finance costs decreased by 25.0% from HK$0.4 million in FY2023 to HK$0.3 million in FY2024 due to a reduction in average borrowings[48][54]. - The effective tax rate increased from 16.4% in FY2023 to 16.9% in FY2024[51][57]. Loan Portfolio and Credit Risk - The Group's gross loans receivable and repossessed assets declined by HK$91.5 million or 10.8% from HK$845.0 million as of December 31, 2023, to HK$753.5 million as of December 31, 2024[15]. - The Group's gross loans receivable decreased by approximately HK$88.6 million or 10.6% from HK$834.7 million as of December 31, 2023, to HK$746.1 million as of December 31, 2024[26]. - The overall weighted average loan-to-value ratio was managed at 60.7% as of December 31, 2024, indicating a cautious credit policy[18]. - The overall weighted average loan-to-value ratio was maintained at 60.7% as of December 31, 2024, up from 60.0% in 2023[29]. - As of December 31, 2024, approximately 97% of remaining credit impaired loans and interest receivables were first mortgage loans[46]. - The Group's principal loan products include first mortgage loans and subordinated mortgage loans, with approximately 70% of the portfolio secured by residential properties[79]. - The standard annual interest rates for mortgage loans during FY2024 ranged from 8% to 25.0%[80]. - The Group will focus on enhancing its loan portfolio by minimizing exposure to high-risk segments and adjusting pricing strategies[64]. - The management will continue to conduct its loan business cautiously and actively manage credit risks amid upcoming challenges[18]. Market Conditions - The Hong Kong property market saw a decline in residential property prices by 7.2% during the year, influenced by high-interest rates and reduced investor confidence[13]. - The Private Domestic Property Price Index in Hong Kong fell by 7.2% from 311.3 in December 2023 to 288.9 in December 2024[25]. - The economic outlook for 2025 indicates potential loan growth supported by moderating geopolitical tensions and interest rate reductions, although the property market remains a concern[59]. Corporate Governance - The company has adopted and complied with the relevant code provisions under the Corporate Governance Code as of December 31, 2024, with the exception of the roles of chairman and chief executive being held by the same individual, Ms. Wang Yao[124]. - The Board currently comprises six Directors, including three executive Directors and three independent non-executive Directors, ensuring a balance of skills and experience in various fields[128]. - The independent non-executive Directors have confirmed their independence in accordance with the Listing Rules, and the company considers them to be independent[131]. - The company emphasizes high-quality governance, sound internal controls, and transparency to all shareholders[123]. - The Board has established three committees: Audit, Remuneration, and Nomination, each with defined written terms of reference[170]. - The Audit Committee, consisting of independent non-executive Directors, was established on November 22, 2014, to oversee the Company's financial reporting and audit processes[171][176]. - The Audit Committee's primary duties include reviewing the Group's financial policies, ensuring coordination between internal and external auditors, and monitoring the effectiveness of internal controls[178]. - The Board will continue to review the appropriateness of the current structure regarding the roles of chairman and chief executive[124]. - The company will propose amendments to its corporate governance policies as necessary to ensure compliance with the Code Provisions[125]. Employee and Management - The Group employed 19 full-time employees as of December 31, 2024, compared to 18 in the previous year[100]. - Total employee benefit expenses for FY2024 were HK$12.1 million, an increase from HK$10.7 million in FY2023[100]. - Continuous professional development (CPD) is arranged for all Directors to update their knowledge on relevant statutes and corporate governance practices[158]. - The remuneration policy for Directors is linked to their performance and the profitability of the Company during the year[188]. - The Group maintains strong relationships with employees and customers to ensure sustainable development[94]. Risk Management - The Group has implemented policies for continuous monitoring of the property market and collateral values to mitigate market risks[88]. - The Group's operational risk management is guided by standard operating procedures and regular assessments of key operational exposures[87]. - The company has effective risk management and internal control systems in place to provide adequate checks and balances[124].

Financial Performance - For the fiscal year ending December 31, 2024, the group reported total revenue of approximately HKD 99 million, an increase of about HKD 1.8 million compared to the previous fiscal year[9]. - The group recorded a net loss of approximately HKD 4.2 million for the fiscal year ending December 31, 2024, a significant improvement from a net loss of approximately HKD 20.3 million in the previous year[9][13]. - The company's revenue increased from approximately HKD 97.2 million for the year ended December 31, 2023, to approximately HKD 99.0 million for the year ended December 31, 2024, representing a growth of about 1.9%[21]. - The cost of sales rose from approximately HKD 83.8 million to approximately HKD 98.7 million, an increase of about 17.7%[22]. - The gross profit decreased significantly to approximately HKD 0.3 million, down about 97.8% from approximately HKD 13.3 million, with the gross margin dropping to approximately 0.3% from about 13.7%[23]. - Other income and gains increased from approximately HKD 0.3 million to approximately HKD 3.7 million, primarily due to machinery rental income[24]. - Administrative and other operating expenses rose to approximately HKD 17.5 million, an increase of about 19.9% from approximately HKD 14.6 million, mainly due to higher employee costs[25]. - The company recorded a loss attributable to owners of approximately HKD 4.2 million for the year ended December 31, 2024, compared to a loss of approximately HKD 20.3 million for the previous year[28]. - As of December 31, 2024, the company's cash and bank balances were approximately HKD 2.7 million, down from approximately HKD 4.8 million as of December 31, 2023[30]. - The total debt, including borrowings and lease liabilities, was approximately HKD 9.9 million as of December 31, 2024, significantly reduced from approximately HKD 25.6 million[31]. - The capital debt ratio was approximately 19.9% as of December 31, 2024, a decrease from approximately 60.9% in the previous year[32]. Business Strategy and Operations - The group plans to adopt a prudent and strategic approach to leverage industry expertise and resources to strengthen core business and explore new growth opportunities[10]. - The construction industry continues to face challenges such as rising costs and supply chain disruptions, yet the group has managed to consolidate its market position[9]. - The company aims to provide sustainable value to shareholders by adapting to the changing market environment[10]. - The group focuses on optimizing business operations and improving efficiency as part of its forward-looking strategy[9]. - The company is involved in foundation engineering contracting, site preparation subcontracting, and alcohol beverage trading in China[12]. - The company is focusing on maintaining stable operations in its core business in Hong Kong while actively adjusting its business strategy to adapt to the growing demand in the mainland China's beverage trade market[14]. Corporate Governance - The board expresses gratitude to shareholders, customers, business partners, and employees for their support and trust[10]. - The board does not recommend the distribution of a final dividend for the year ending December 31, 2024, similar to the previous year[43]. - The company has established a remuneration committee to review the remuneration policy and structure for directors and senior management based on the group's performance and market practices[97]. - The board consists of seven members, with three independent non-executive directors, exceeding the requirement of at least one-third independence as per GEM Listing Rules[119]. - The company has implemented a board diversity policy to enhance performance quality, considering various factors such as gender, age, and professional experience[120][123]. - The nomination policy ensures that the board possesses the necessary skills, experience, and diverse perspectives relevant to the company's business[130]. - The independent non-executive directors have confirmed their independence, complying with GEM Listing Rules[119]. - The company has purchased liability insurance for directors and senior management to cover potential legal liabilities arising from their duties[116]. - The roles of the chairman and CEO are maintained separately to enhance independence and accountability[142]. - The board's composition includes one female executive director, contributing to gender diversity[128]. Environmental, Social, and Governance (ESG) Initiatives - The company remains committed to corporate social responsibility, emphasizing safety, health, and environmental sustainability as integral to its operations[9]. - The group emphasizes the importance of combining economic goals with social and environmental responsibilities for long-term value creation[9]. - The ESG report reflects the company's performance in environmental management and social responsibility for the period from January 1, 2024, to December 31, 2024[169]. - The company has identified key ESG issues and performance indicators relevant to its main business activities in Hong Kong[170]. - The board is responsible for ensuring the effectiveness of the company's ESG policies and has established a dedicated team to manage ESG matters[171]. - The company aims to create sustainable value for stakeholders while minimizing its negative environmental impact[171]. - The company is committed to reducing greenhouse gas emissions through various environmental policies and measures[179]. - The company has implemented procedures to manage wastewater in compliance with the Water Pollution Control Ordinance[181]. - The company aims to minimize emissions from construction sites, including air pollutants, noise, wastewater, and waste[180]. - The company is closely monitoring changes in environmental laws and regulations to ensure compliance and mitigate legal risks[179]. Employee and Workforce Management - The total employee cost for the year ending December 31, 2024, is approximately HKD 37.1 million, compared to HKD 28.5 million for the previous year, reflecting an increase of about 30%[44]. - The total number of full-time employees in Hong Kong and China is 32, down from 80 in the previous year[44]. - The company has not reported any significant violations of environmental laws during the reporting period[184]. - The company has implemented measures to educate employees on reducing emissions, including avoiding vehicle use during peak hours and encouraging public transport[183]. Risk Management - The company has established risk management procedures, including annual risk identification and assessment, to provide reasonable assurance against significant errors or fraud[157]. - The company aims to manage, rather than eliminate, risks that may prevent achieving business objectives, providing reasonable assurance against material misstatements or losses[158]. - The company has a structured approach to risk management, including risk identification, assessment, and mitigation strategies[158]. - The board is responsible for overseeing the internal control and risk management systems, conducting annual reviews of their effectiveness[156]. - The company has established an internal control system that has been reviewed and deemed effective by the audit committee and independent consultants[159]. - The company does not have an internal audit function due to the effectiveness of its internal control system, which is regularly reviewed by the audit committee and board[159].

Financial Performance - The revenue for the six months ended February 28, 2025, was RMB 1,278,104, representing a 7.2% increase compared to RMB 1,191,796 for the same period in 2024[4]. - Gross profit for the same period was RMB 597,927, which is a 50.5% increase from RMB 397,225 in the previous year[4]. - Adjusted gross profit reached RMB 617,397, up 48.3% from RMB 416,252 in the prior year[4]. - Adjusted net profit attributable to equity holders was RMB 434,529, reflecting a significant increase of 108.7% compared to RMB 208,161 in the previous year[4]. - Operating profit for the six months was RMB 397,308, compared to RMB 184,509 in the same period last year[9]. - The company reported a net profit of RMB 407,366 for the period, up from RMB 195,338 in the previous year[9]. - The profit attributable to equity holders for the six months ended February 28, 2025, was RMB 405,788,000, a significant increase from RMB 193,255,000 in the same period of 2024, representing a growth of approximately 109.9%[10]. - The total comprehensive income attributable to equity holders for the same period was RMB 141,524,000, down from RMB 182,708,000 in 2024, indicating a decrease of about 22.6%[12]. - The basic earnings per share for the six months ended February 28, 2025, was RMB 0.11, compared to RMB 0.05 in the same period of 2024, representing a growth of 120%[10]. Cost Management - The cost of revenue decreased to RMB 680,177 from RMB 794,571, indicating improved cost management[9]. - Administrative expenses increased slightly to RMB 158,544 from RMB 152,528, showing a controlled rise in operational costs[9]. - The company’s revenue cost decreased by RMB 114.8 million or 14.8% to RMB 660.7 million compared to RMB 775.5 million in 2024[89]. - Employee benefits expenses for the six months ended February 28, 2025, were RMB 319,266 thousand, down from RMB 357,595 thousand in the same period of 2024, a decrease of approximately 10.7%[38]. - Adjusted administrative expenses for the period were RMB 153.7 million, an increase of RMB 5.8 million from RMB 147.9 million in 2024, primarily due to normal business growth and inflation[93]. Cash Flow and Assets - The net cash flow from operating activities for the six months ended February 28, 2025, was RMB 1,068,086,000, slightly lower than RMB 1,091,962,000 in 2024, reflecting a decrease of approximately 2.2%[15]. - The company reported a decrease in cash and cash equivalents to RMB 1,294,436,000 as of February 28, 2025, down from RMB 2,090,467,000 in the previous year, a decline of approximately 38.1%[13]. - The company’s total assets as of February 28, 2025, were RMB 12,224,289,000, compared to RMB 12,539,531,000 as of August 31, 2024, showing a decline of about 2.5%[13]. - The company’s non-current assets totaled RMB 10,318,592,000 as of February 28, 2025, slightly down from RMB 10,381,686,000 in the previous year, a decrease of about 0.6%[13]. - The company’s total liabilities decreased from RMB 1,193,805,000 as of August 31, 2024, to RMB 1,062,154,000 as of February 28, 2025[56]. Financing Activities - As of February 28, 2025, the group reported a net cash outflow from financing activities of RMB 1,306,892,000, compared to RMB 213,838,000 in the previous year[16]. - The company issued convertible bonds totaling RMB 1,876,402,000, with a coupon rate of 0.90% per annum[60]. - The company repurchased and canceled convertible bonds with a principal amount of HKD 614,000,000, resulting in other income of approximately HKD 186,000,000[62]. - The remaining principal amount of convertible bonds is HKD 974,000,000, which will be fully repaid by December 27, 2024, at an interest rate of 0.9% per annum[64]. - The company plans to redeem HKD 430,000,000 to bondholders on the fifth business day after the special resolution is passed[71]. Operational Focus and Strategy - The company plans to continue focusing on market expansion and new product development to sustain growth in the upcoming periods[6]. - The company plans to enhance educational infrastructure and increase investment in vocational education, focusing on high-potential higher education investment opportunities[84]. - The company aims to continuously improve educational infrastructure and expand its school network[79]. - The group operates primarily in the private education sector in mainland China and Thailand, focusing on high school to university education services[27]. Discontinued Operations - The group is in the process of selling its subsidiary in Thailand, classifying it as a discontinued operation[30]. - Revenue from discontinued operations for the six months ended February 28, 2025, was RMB 64,062,000, compared to RMB 61,511,000 for the same period in 2024[78]. - The total assets of the discontinued operations group amount to RMB 381,895,000[77]. - The net assets of the discontinued operations group are valued at RMB 109,301,000[77]. Regulatory and Compliance - The group has adopted new accounting standards effective from September 1, 2024, with no significant impact expected on current or future periods[24]. - The company continues to control consolidated subsidiaries through contractual agreements, in compliance with relevant Chinese laws and regulations[18]. - The board of directors has reviewed management's assessment of the group's financial resources and believes it will have sufficient funds to meet its financial obligations for the next twelve months[22]. Employee and Workforce - The number of employees decreased to 7,806 as of February 28, 2025, from 8,125 as of February 29, 2024[109]. - Total salary costs for the six months ended February 28, 2025, amounted to RMB 319.3 million, a decrease from RMB 357.6 million for the same period in 2024[110].

Revenue and Financial Performance - The revenue from the provision of wet trades works and related ancillary works amounted to approximately HK$110.0 million, representing an increase of approximately HK$23.2 million or 26.8% compared to HK$86.7 million for the year ended December 31, 2023[17]. - The Group's revenue increased by approximately HK$23.3 million or approximately 26.8%, from approximately HK$86.7 million for the year ended 31 December 2023 to approximately HK$110.0 million for the Year[39]. - The gross loss reported for the year was approximately HK$12.9 million, primarily due to competitive project pricing, delays in certification of works, and increased direct costs[17]. - The gross loss for the Year was approximately HK$12.9 million, a decrease of approximately 40.0% from approximately HK$21.5 million for the year ended 31 December 2023, with a gross loss margin of approximately 11.7% compared to 24.8% in the previous year[43]. - Other gains for the Year amounted to a net gain of approximately HK$0.1 million, representing a decrease of approximately 97.3% from a net gain of approximately HK$3.4 million for the year ended 31 December 2023[41]. - Impairment losses under the expected credit loss model for the Year were approximately HK$21.5 million, a decrease of approximately 11.6% from HK$24.3 million for the year ended 31 December 2023[45]. - The net loss attributable to owners of the Company decreased by approximately HK$8.3 million or 16.0% to approximately HK$43.3 million for the Year, mainly due to improvements in gross loss margin and impairment loss allowances[48]. - Administrative expenses for the Year were approximately HK$8.9 million, a decrease of approximately 2.0% from approximately HK$9.1 million for the year ended 31 December 2023, maintaining a stable level[46]. - Finance costs for the Year were approximately HK$214,000, a decrease of approximately 36.3% from approximately HK$336,000 for the year ended 31 December 2023, primarily due to repayment of borrowings[47]. Business Strategy and Expansion - The Group intends to commence a new beauty business, providing high-quality beauty services and nutritional healthcare products, to diversify its income sources[20]. - The Group's strategic focus includes capitalizing on emerging opportunities in the beauty industry due to changing consumer lifestyles and health awareness[20]. - The Group aims to provide better returns to shareholders through diversification of its business operations[21]. - The Group is exploring business opportunities and expanding geographical coverage beyond the Hong Kong market to enhance future development and strengthen revenue bases[21]. - The Group's proactive approach in expanding its service offerings and exploring new business opportunities is aimed at strengthening its revenue base and ensuring long-term growth[32]. - The Group intends to commence a new beauty business focused on comprehensive consumer services, including cosmetics, beauty and skin care products, and health management, with plans to establish joint ventures and physical stores in first- and second-tier cities in China[36]. Market Conditions and Challenges - The Group is facing challenges in the Hong Kong construction market due to a decrease in new construction projects, intense market competition, and increased direct costs impacting gross margin[31]. - The ongoing economic slowdown and slower-than-expected recovery have increased credit risk in the construction industry, leading to potential financial constraints for construction companies[31]. - The Group will continue to monitor market conditions and seek opportunities to expand its customer base and market share in the wet trades works industry[32]. - The Group plans to increase involvement in private sector projects to mitigate reliance on government infrastructure projects[199]. - Demand for residential and commercial buildings is expected to sustain growth in the construction industry, prompting the Group to acquire new machinery[200]. Operational Efficiency and Management - The gross loss margin decreased compared to the previous year, indicating potential improvements in operational efficiency despite the loss[17]. - The Group's management is confident in its competitive position due to its reputation and experienced management team in the wet trades works industry[32]. - The establishment of an online platform to provide information on wet trade services aims to assist customers in reviewing contractor payment requests, leveraging the Group's expertise in construction information technology[35]. - The Group has implemented safety measures, including recruiting safety officers and conducting semi-annual safety audits, to minimize industrial accidents[197]. - The Group conducts regular aging analysis of receivables to manage financial liquidity and understand customer solvency[198]. Shareholder and Corporate Governance - The Board has resolved not to recommend the declaration of a final dividend to shareholders for the year[77]. - The Company has adopted a Dividend Policy to allow shareholders to participate in profits while retaining adequate reserves for future growth[139]. - The Board will consider various factors, including the Group's financial condition and market conditions, when deciding on dividend proposals[147]. - The Company considers all independent non-executive Directors to be independent under the Listing Rules, with annual confirmations of independence received[131]. - Each controlling shareholder has complied with non-competition undertakings during the year[151]. - The Company has arranged for appropriate insurance coverage for Directors' and officers' liabilities arising from corporate activities[156]. Employee and Management Contracts - The total staff costs for the year were approximately HK$5.0 million, down from approximately HK$5.6 million for the year ended December 31, 2023[74]. - The Group employed a total of 13 employees as of December 31, 2024, compared to 14 employees as of December 31, 2023[74]. - The service contracts for executive Directors are typically for a term of three years, with a notice period of not less than three months for termination[132]. - Ms. Zhang Lingke has entered into a service contract for an initial term of 2 years starting from October 21, 2024, with automatic renewal for 1 year[133]. - Mr. Zhu Qi has a service contract for an initial term of 2 years starting from November 29, 2024, also with automatic renewal for 1 year[133]. - Ms. Ding Xin has a letter of appointment for a term of 1 year, subject to termination with one month's notice[133]. Share Option Scheme - The Company adopted a share option scheme on July 22, 2019, to incentivize directors and employees[107]. - The total number of shares available for issue under the Share Option Scheme is 26,000,000 Shares, representing approximately 8.33% of the Shares in issue after the ten-to-one Share Consolidation effective on August 15, 2023[113]. - No options have been granted under the Share Option Scheme since its adoption, resulting in no options being exercised, cancelled, or lapsed during the year, and no options outstanding as of December 31, 2024[118]. - The maximum entitlement of each participant under the Share Option Scheme is limited to 1% of the Shares in issue as at the date of grant, requiring shareholder approval for any further grants exceeding this limit[114]. - The remaining life of the Share Option Scheme is approximately 4 years and 4 months as of the date of the annual report[123]. - Each eligible participant must accept the offer of the grant of a share option within 21 days, with a consideration of HK$1.00 for each option[116]. - The subscription price for any share option granted must not be less than the highest of the closing price on the date of grant, the average closing price for the five trading days preceding the grant, or the nominal value of a Share[117]. Shareholding Structure - As of December 31, 2024, Mr. Adam Cheung holds a long position of 195,000,000 shares, representing 62.5% of the company's shareholding[163]. - Wonderful Renown Limited, a corporation beneficially owned by Mr. Adam Cheung (84%) and Ms. LC Cheung (16%), holds 195,000,000 shares, equating to 62.5% of the total issued share capital[171]. - Ms. LC Cheung and Ms. Chan Shui King also have interests in the same 195,000,000 shares, each representing 62.5% of the company's shareholding[171]. - No other directors or chief executives reported interests or short positions in the shares or underlying shares of the company as of the report date[166]. - The company did not purchase, sell, or redeem any of its listed securities during the year[173]. - There were no arrangements for directors to acquire benefits through the acquisition of shares or debentures of the company during the year[174]. - No substantial shareholders other than those disclosed hold interests or short positions in the shares or underlying shares of the company as of December 31, 2024[172]. - The company has not been notified of any additional interests or short positions in its shares that would require disclosure under the SFO provisions[172]. Customer and Revenue Concentration - The largest customer accounted for 24.1% of total revenue for the year ended December 31, 2024, down from 80.8% in the previous year[179]. - The five largest customers collectively represented 59.8% of total revenue for the year ended December 31, 2024, compared to 97.7% in 2023[179]. - The largest cost of services incurred accounted for 53.4% of total service costs for the year ended December 31, 2024, a decrease from 85.9% in 2023[179]. - The five largest costs of services collectively represented 90.8% of total service costs for the year ended December 31, 2024, compared to 81.8% in 2023[179]. Compliance and Regulatory Matters - The Group has maintained a sufficient amount of public float for its shares as required under the Listing Rules during the year[188]. - The Group's operational results may vary significantly due to factors such as political and economic environment, competitiveness, and subcontractor performance[192].

Financial Performance - The company recorded total revenue of approximately SGD 29.4 million for the fiscal year ending December 31, 2024, a decrease compared to the previous fiscal year[7]. - The company incurred a loss of approximately SGD 4.2 million for the fiscal year ending December 31, 2024, compared to a loss of approximately SGD 1.1 million for the fiscal year ending December 31, 2023[7]. - The increase in loss was primarily due to impairment losses on interests in associates and increased administrative expenses[7]. - The group's revenue decreased by approximately SGD 1.3 million or about 4.2% to approximately SGD 29.5 million for the year ending December 31, 2024, primarily due to a reduction in frozen product orders and a decline in selling prices[13]. - The group's gross profit decreased by approximately SGD 1.1 million or about 5.9% to approximately SGD 7.4 million for the year ending December 31, 2024, while the overall gross profit margin remained unchanged at approximately 27%[15]. - Administrative and other operating expenses increased by approximately SGD 1.5 million or about 23.8% to approximately SGD 7.6 million for the year ending December 31, 2024, mainly due to rising employee costs[17]. - The group recorded a loss of approximately SGD 4.2 million for the year ending December 31, 2024, an increase of approximately SGD 3.1 million from a loss of approximately SGD 1.1 million for the year ending December 31, 2023, mainly due to impairment losses on associates and increased administrative expenses[21]. - The total comprehensive loss for the year amounted to SGD 5,198,000, compared to SGD 853,000 in 2023, indicating a substantial increase in overall losses[181]. Revenue and Cost Management - The company continues to explore diverse opportunities to broaden revenue sources and enhance market share[11]. - The company aims to expand its customer base and cultivate new customers to achieve long-term growth despite a challenging business environment[7]. - The company is actively seeking various business and investment opportunities to maximize overall benefits for itself and its shareholders[7]. - The company supplies a variety of food products, including canned goods, packaged beverages, dairy products, and frozen desserts, primarily to customers in Singapore[10]. Financial Position and Ratios - The group's current ratio improved to approximately 2.13 times as of December 31, 2024, compared to 0.94 times in 2023, primarily due to an increase in cash and cash equivalents by SGD 5.2 million[25]. - The total borrowings of the group as of December 31, 2024, were approximately SGD 7.4 million, down from SGD 10.9 million in 2023, resulting in a debt-to-equity ratio of approximately 31.5% compared to 79.0% in 2023[26]. - The total liabilities decreased from SGD 18,211 thousand in 2023 to SGD 13,505 thousand in 2024, a decline of about 26%[183]. - The total equity rose from SGD 13,759 thousand in 2023 to SGD 23,392 thousand in 2024, reflecting an increase of approximately 70%[183]. Shareholder and Governance Matters - The board does not recommend the payment of a final dividend for the year ending December 31, 2024, consistent with the previous year[42]. - The company has a shareholder communication policy in place to ensure that shareholder opinions and concerns are properly addressed[143]. - The company has established procedures for shareholders to propose candidates for the board of directors, requiring written notice and consent from the nominee[145]. - The board consists of both male and female members with diverse backgrounds and experiences, ensuring a balanced composition[123]. - The company has adopted a diversity policy that will be reviewed annually to ensure its effectiveness in promoting a diverse board composition[123]. Risk Management and Compliance - The board believes that the risk management and internal control systems are effective and adequate for the year ending December 31, 2024[135]. - The company has established a risk management policy to identify, assess, and manage various types of risks[133]. - The company has adopted a whistleblowing policy to encourage employees and stakeholders to report concerns confidentially regarding financial reporting and compliance[138]. - The company has complied with all relevant laws and regulations, with no significant violations reported for the year ending December 31, 2024[91]. Employee and Operational Insights - The group employed 60 employees as of December 31, 2024, with total employee costs of approximately SGD 4.8 million, up from SGD 4.1 million in 2023[35]. - The company emphasizes the importance of maintaining good relationships with suppliers, customers, and stakeholders, with no major disputes reported for the year ending December 31, 2024[92]. - The company is committed to environmental sustainability, promoting energy-saving practices and recycling materials at its headquarters[90]. Cash Flow and Investment Activities - Operating cash flow turned negative at SGD (5,267) thousand in 2024, down from a positive cash flow of SGD 525 thousand in 2023[187]. - The financing activities generated a net cash inflow of SGD 10,445,000 in 2024, compared to a net cash outflow of SGD 2,269,000 in 2023[188]. - The total cash and cash equivalents increased to SGD 6,842,000 at the end of 2024, up from SGD 1,607,000 at the beginning of the year[188]. - The company raised SGD 17,163,000 from rights issue in 2024, while no funds were raised from share placements[188]. Audit and Financial Reporting - The independent auditor's report confirms that the consolidated financial statements fairly present the group's financial position as of December 31, 2024[159]. - The company has been operating under the Hong Kong Financial Reporting Standards and has complied with the disclosure requirements of the Hong Kong Companies Ordinance[159]. - The financial statements are prepared in accordance with the Hong Kong Financial Reporting Standards, ensuring compliance with local regulations[191].

Financial Performance - Total revenue for 2024 was RMB 7,200,338, a slight decrease of 0% compared to RMB 7,227,231 in 2023[16] - Revenue from highway service area operations increased by 6% to RMB 5,233,405 from RMB 4,954,993 in 2023[16] - Net profit for 2024 rose by 7% to RMB 229,293 compared to RMB 213,827 in 2023[16] - The gross profit margin improved to 9.03% in 2024 from 8.95% in 2023, reflecting a 1% increase[17] - Total assets increased by 1% to RMB 8,724,060 in 2024 from RMB 8,603,368 in 2023[17] - The equity attributable to shareholders of the parent company rose by 9% to RMB 2,086,140 from RMB 1,914,432 in 2023[17] - Basic earnings per share increased by 17% to RMB 0.30 in 2024 from RMB 0.25 in 2023[16] - The total profit for 2024 was RMB 308,088 thousand, an increase of 3.1% compared to RMB 298,565 thousand in 2023[124] - Net profit attributable to shareholders was RMB 236,508 thousand in 2024, up from RMB 201,888 thousand in 2023, reflecting a growth of 17.1%[124] Operational Developments - The company aims to deepen its operational model focusing on digitalization and resource value enhancement in the transportation sector[4] - The company launched a new "one-click rescue" service on the WeChat platform in January 2024, addressing issues related to complex rescue steps and low efficiency on highways[18] - The company opened its first self-operated KFC store in January 2024, covering an area of nearly 200 square meters and accommodating 100 guests[18] - The company launched the "Yue Tong Yi" project in June 2024, integrating various member benefits and discounts into a comprehensive product package[22] - The company’s online mall for the "Le Yi" brand was officially launched in June 2024, with a pickup feature set to go live in September[24] - The company launched a digital microgrid demonstration project at the Dahuai Service Area on the Shenhai Expressway, which includes integrated charging facilities and distributed photovoltaic power generation[29] - The company has established a digitalization promotion leadership group to implement a unified cash register model for new signed merchants by June 2025[28] - The company is focused on improving its logistics and distribution capabilities, optimizing retail logistics routes to reduce costs and enhance efficiency[50] Market Expansion and Strategic Initiatives - The company plans to establish 107 self-built gas stations by the end of 2024, with expectations to exceed 138 by the end of the 14th Five-Year Plan, becoming the core business support[34] - The company has formed multiple joint ventures with major energy companies like Sinopec and PetroChina to enhance cooperation in capital and operations, aiming to strengthen oil supply partnerships and expand storage, wholesale, and transportation services[34] - The company is actively exploring new business models in the "low-altitude economy" sector, particularly in the Xuwen service area[66] - The company is investing in alternative energy sources such as natural gas, hydrogen, and solar energy to reduce reliance on fuel and mitigate price volatility risks[117] - The company plans to invest in digital advertising resources, with an initial selection of 18 service areas for lightbox advertising facilities by 2025[52] Corporate Governance - The company has adhered to the corporate governance code as per the Hong Kong Stock Exchange rules for the year ending December 31, 2024, with exceptions noted in clauses C.1.6 and C.2.1[145] - The company emphasizes the importance of corporate governance to enhance reliability and transparency, aligning with shareholder interests[145] - The company appointed Mr. Zhu Fang as the new Chairman of the Board, effective March 21, 2024, following the resignation of Mr. Guo Junfa[147] - The company has established a robust independence assessment mechanism for the board to ensure strong independent judgment and protect shareholder interests[149] - The board is satisfied with the implementation of the independence assessment mechanism, which is functioning smoothly and achieving its intended effects[152] - The company has committed to maintaining high standards of corporate governance and will consider separating the roles of Chairman and CEO when appropriate[147] Risk Management - The company established a risk management system to manage significant risks rather than eliminate them, ensuring reasonable assurance against material misstatements or losses[193] - The company has a risk control office responsible for advancing specific risk control tasks and an internal audit department evaluating the effectiveness of internal controls[193] - The company has made appropriate insurance arrangements to transfer risks related to its business and assets[197] - The company faces risks related to international oil price fluctuations, which could impact the profitability of its energy business, necessitating ongoing risk management strategies[116] Employee and Board Engagement - The company has a total of 11,476 employees as of December 31, 2024, with female employees accounting for approximately 22.95% of the total workforce[179] - The company has adopted a standard code of conduct for securities trading, ensuring compliance by all directors and supervisors[162] - Training is provided to new directors to ensure they understand their responsibilities and legal obligations under Hong Kong listing rules[163] - The company encourages directors to participate in professional development courses to update their knowledge and skills[163] Financial Management - The company maintains a cautious financial management policy, relying on operational cash flow and bank loans for future investment needs[55] - The company has no immediate or long-term financing plans but will assess funding needs based on market conditions[55] - The available credit balance from banks and financial institutions at the end of 2024 was RMB 5,149,000 thousand, ensuring sufficient operational loan support[102] - The company completed the sale of a 51% stake in a subsidiary for RMB 99,612,282.00 on October 9, 2024, which will no longer be consolidated in the financial statements[111]

Financial Performance - The Group's revenue for the year ended 31 December 2024 increased to approximately RMB353 million, representing a growth of approximately 20.1% compared to 2023[13]. - The Group recorded a profit of approximately RMB11 million for the year ended 31 December 2024, a significant recovery from a loss of approximately RMB93 million in 2023[13]. - Revenue increased from approximately RMB 294 million for the year ended 31 December 2023 to approximately RMB 353 million for the year ended 31 December 2024, representing an increase of approximately 20.1%[34]. - Cost of sales increased from approximately RMB 273 million for the year ended 31 December 2023 to approximately RMB 323 million for the year ended 31 December 2024, representing an increase of approximately 18.3%[35]. - Gross profit increased by approximately RMB 10 million, or 47.6%, from approximately RMB 21 million for the year ended 31 December 2023 to approximately RMB 31 million for the year ended 31 December 2024[36]. - The gross profit margin increased from approximately 7.1% for the year ended 31 December 2023 to approximately 8.5% for the year ended 31 December 2024[36]. Revenue Breakdown - Revenue from POE umbrella products decreased by approximately RMB16 million, or 27.1%, from approximately RMB59 million in 2023 to approximately RMB43 million in 2024[14]. - Revenue from nylon umbrella products increased by approximately RMB31 million, or 27.2%, from approximately RMB114 million in 2023 to approximately RMB145 million in 2024[14]. - Revenue from umbrella parts increased by approximately RMB44 million, or 36.4%, from approximately RMB121 million in 2023 to approximately RMB165 million in 2024[15]. - Approximately 70.6% of the Group's total revenue for 2024 was generated from overseas customers, with key markets including Japan, Hong Kong, and the Republic of Korea[25]. - The Group's domestic market accounted for approximately 29.4% of total revenue in 2024, with sales primarily through existing product selections designed by the research and development team[26]. Business Strategy - The Group aims to shift its business focus from upstream manufacturing to downstream distribution and brand building to enhance margins and shareholder returns[21]. - The Group is exploring and developing new business opportunities and projects to diversify its operations[21]. - The Group is shifting its business focus from upstream manufacturing to downstream distribution network and brand building to promote higher-margin branded umbrellas[29]. Financial Position - The Group's bank balances and cash amounted to approximately RMB 27 million as at 31 December 2024, compared to approximately RMB 36 million as at 31 December 2023[47]. - The current ratio increased from 2.2 times as at 31 December 2023 to 2.3 times as at 31 December 2024[48]. - As of December 31, 2024, the Group's cash and bank balances were approximately RMB 27 million, a decrease from approximately RMB 36 million in 2023, while short-term bank borrowings increased to RMB 81 million from RMB 73 million in 2023[52]. - The current ratio improved from 2.2 times in 2023 to 2.3 times in 2024, indicating better short-term financial health[52]. - Inventory as of December 31, 2024, was approximately RMB 136 million, up from RMB 115 million in 2023, with inventory turnover days decreasing from approximately 165 days in 2023 to approximately 142 days in 2024[55][59]. - Trade receivables increased to approximately RMB 114 million in 2024 from RMB 93 million in 2023, with average trade receivables turnover days decreasing from approximately 150 days in 2023 to approximately 107 days in 2024[56][60]. - Trade and bills payables rose to approximately RMB 51 million in 2024 from RMB 45 million in 2023, with average turnover days slightly decreasing from approximately 70 days in 2023 to approximately 55 days in 2024[57][61]. Corporate Governance - The Board comprises four executive Directors and three independent non-executive Directors, committed to high standards of corporate governance[80][87]. - The independent non-executive Directors did not attend the annual general meeting held on May 31, 2024, due to other business engagements[81][84]. - The Board has established three committees to oversee different areas of the Company's affairs, including Audit, Remuneration, and Nomination Committees[86][89]. - The Audit Committee held four meetings during the year ended December 31, 2024, to review the Group's annual and interim results and assess the appointment of Infinity CPA Limited as the new auditor[113]. - Infinity CPA Limited was appointed as the new auditor of the Group on October 29, 2024, following the resignation of Elite Partners CPA Limited[112]. - The Company has received confirmations from all independent non-executive Directors regarding their independence, in compliance with Listing Rules[105]. - The Board is supported by three committees: Audit Committee, Nomination Committee, and Remuneration Committee, each with defined terms of reference approved by the Board[106]. - All Directors are committed to continuous professional development to ensure their contributions to the Board remain informed and relevant[102]. - The Company has arranged appropriate insurance coverage for potential legal actions against its Directors and officers[100]. - The Audit Committee's review included significant internal controls, financial matters, and compliance with Listing Rules and statutory requirements[113]. Risk Management - The Group's business is subject to risks including loss of key customers, fluctuations in raw material prices, and exchange rate risks, which could adversely affect financial performance[62][64][66]. - The Group has established risk management procedures to address significant risks associated with its business[150]. - The Board is responsible for evaluating and determining the nature and extent of risks it is willing to take in achieving the Group's strategic objectives[147]. - The management identifies risks associated with the Group's business by considering internal and external factors, prioritizing them based on impact and occurrence opportunity[155]. - The Audit Committee reviews significant risk management and internal controls on an ongoing basis, considering the adequacy of resources and qualifications of staff[148]. - The Group has engaged an external advisory firm to conduct the internal audit function, identifying no significant deficiencies in the internal control system[157]. - The Board assessed that the risk management and internal control system, covering all material controls including financial, operational, and compliance controls, were reasonably effective and adequate for the year ended December 31, 2024[158]. Employee and Management - The Group employed a total of 523 employees as of December 31, 2024, an increase from 449 employees in 2023, reflecting growth in operational capacity[69]. - The company’s executive directors have extensive experience in management and finance, with backgrounds in various industries[189][190][191][192]. - The senior management includes a manager for the research and development department who has been with the company since 2000, focusing on product design and R&D operations[198]. - The company has been expanding its management team with experienced professionals in project management and business planning, particularly in the consumer electronics sector[194]. - The independent non-executive directors bring diverse expertise, including finance, administration, and industrial design, enhancing the company's governance[197]. - The management team is well-educated, with qualifications from reputable institutions, contributing to the company's strategic direction[196]. Shareholder Engagement - The Company encourages shareholder participation in general meetings, providing opportunities for direct communication with the Board[175]. - Shareholders have the right to participate in general meetings and vote on significant matters, with notices sent at least 20 business days prior[182]. - The company encourages shareholders to attend meetings and make proposals directly to the Board or via written notice[176]. - Poll voting is adopted at shareholders' meetings to ensure each share has one vote, with results posted on the company's website[184]. - Shareholders holding at least 10% of the paid-up capital can requisition an extraordinary general meeting[180]. - The company has a dedicated email for shareholder inquiries, promoting direct communication with the Board[178]. - All reasonable expenses incurred by requisitionists for convening meetings due to the Board's failure will be reimbursed by the company[180].

Financial Performance - The overall revenue for the year ended December 31, 2024, increased by RMB 30.6 million or 413.5% to RMB 38.0 million compared to RMB 7.4 million in the previous year[8]. - The net loss for the year ended December 31, 2024, was RMB 53.4 million, a decrease of 62.8% from a net loss of RMB 143.6 million in the same period of 2023[8]. - Revenue from digital services and sales agency fees increased by RMB 30.6 million or 413.5% to RMB 38.0 million, primarily due to the new digital services segment starting in 2024[16]. - The cost of sales for the year ending December 31, 2024, was approximately RMB 32.7 million, resulting in a gross profit of about RMB 5.3 million, a decrease of approximately RMB 2.1 million or 28.4% compared to the previous year[17]. - The total comprehensive loss attributable to owners of the company from continuing operations was RMB 53.4 million, compared to RMB 33.5 million in the previous year, with basic and diluted loss per share at RMB 20.20[20]. - Total debt as of December 31, 2024, was RMB 552.96 million, up from RMB 515.66 million in 2023, with a net debt of RMB 543.34 million[25]. - The debt-to-asset ratio increased to 165.52% in 2024 from 156.68% in 2023, indicating a higher leverage position[30]. - The company recorded a net loss from continuing operations of approximately RMB 53.4 million for the year ended December 31, 2024, compared to a net loss of approximately RMB 33.5 million in the previous year[12]. Business Model and Strategy - The company has transitioned from a heavy asset business model to a light asset model, focusing on cost control and improving financial conditions[12]. - The company plans to launch its "AI + Medical Industry" transformation in 2025, establishing new departments in China to support comprehensive medical services[13]. - The company has successfully created the "Faimeng - Smart Medical Health Management" brand, establishing a unique position in the market as the only provider of a complete smart health management ecosystem[7]. - The company aims to develop a comprehensive health platform focusing on orthopedic diseases, including drug supply, rehabilitation management, and digital medical services[11]. - The company is leveraging artificial intelligence to create personalized medical solutions to meet the growing patient demand[13]. - The company has transformed into a light-asset operation focusing on "AI + healthcare," with major business segments including OEM production, agency sales of medical products, and digital healthcare services[14]. Corporate Governance - The board consists of two executive directors, two non-executive directors, and three independent non-executive directors, with independent non-executive directors making up 43% of the board[45]. - The company has adopted the corporate governance code as per the Hong Kong Stock Exchange listing rules and has complied with all applicable provisions for the year ending December 31, 2024, except for the separation of roles between the chairman and CEO[64]. - The board has established procedures to ensure that the selection and nomination of board candidates consider a wide range of backgrounds and experiences[73]. - The board of directors held four regular meetings in 2023, with a 100% attendance rate for all members[78]. - The audit committee reviewed the group's internal controls, risk management, and financial reporting, including the annual results for the year ending December 31, 2023[87]. - The company has received annual confirmations of independence from all current independent non-executive directors, affirming their ability to make independent judgments[67]. Employee and Labor Practices - The total number of full-time employees increased to 22 as of December 31, 2024, compared to 16 in 2023[43]. - Total compensation, benefits, and social security costs amounted to RMB 6.1 million for the year ended December 31, 2024, up from RMB 3.6 million in 2023[43]. - Employee turnover rate for the fiscal year 2024 is 9.09%, down from 12.5% in 2023, with 2 employees leaving in both years[167]. - The company adheres to a comprehensive compensation system, ensuring fair and reasonable salaries and rewards for employees[161]. - The company has a strict policy against discrimination in hiring, compensation, training, and promotion based on race, religion, gender, and other factors[162]. - The company emphasizes employee health and safety, implementing policies to prevent occupational hazards and risks[170]. Environmental, Social, and Governance (ESG) Initiatives - The environmental, social, and governance (ESG) report outlines the company's initiatives and performance for the fiscal year ending December 31, 2024[128]. - The ESG report includes a commitment to sustainable development and highlights the importance of stakeholder engagement in identifying significant issues[135]. - The company plans to expand its ESG reporting scope to include offices in Hainan and Beijing for the 2024 report[129]. - The company has established a governance framework to integrate sustainability principles into daily management and operations[133]. - The company emphasizes the importance of stakeholder feedback in its sustainability efforts, addressing concerns related to product quality and environmental management[135]. - The company has implemented measures to reduce energy consumption, including shutting down idle appliances and replacing old equipment with more energy-efficient models[150]. Financial Management and Liquidity - The company is actively negotiating to obtain new financing sources to repay overdue borrowings[53]. - The board believes that the company will have sufficient operating funds to meet financial obligations due in the next 12 months[52]. - The company has not purchased, sold, or redeemed any of its listed securities during the year ended December 31, 2024[44]. - The company has adopted a dividend policy to maintain sufficient cash reserves for operational needs and future business growth[123]. - The company is preparing to launch an AI-based bone density detection product in 2025, expanding its product offerings in the healthcare sector[14]. Risk Management - The company faces significant uncertainties regarding its ability to continue as a going concern due to various factors, including the need for new financing sources[114]. - The board is responsible for maintaining an effective risk management and internal control system, which is reviewed annually[101]. - The company has established a code of conduct to define ethical standards for all employees[101]. - The company is engaged in a competitive market environment, which may lead to decreased sales, price reductions, and loss of market share[106]. Community Engagement and Corporate Social Responsibility - The company emphasizes community investment, encouraging employees to participate in charitable activities and fundraising initiatives[191]. - The company is committed to corporate social responsibility, actively participating in community activities to foster a positive corporate culture[191]. - The company plans to enhance its community engagement efforts to further contribute to societal well-being[191].