Financial Performance - The group recorded revenue of HKD 1,196,901,000 for the six months ended October 31, 2025, a decrease of 5.8% compared to HKD 1,270,635,000 for the same period in 2024/25[6] - Profit attributable to equity holders of the company was HKD 27,487,000, down 16.6% from HKD 32,959,000 in 2024/25[6] - Gross profit for the same period was HKD 545,250, down 8.6% from HKD 596,681 in 2024[25] - Operating profit decreased to HKD 40,027, a decline of 14.5% from HKD 46,858 in the previous year[25] - Net profit for the period was HKD 24,687, down 17.4% from HKD 30,016 in 2024[25] - Basic earnings per share decreased to HKD 3.84, down 16.2% from HKD 4.58 in the previous year[25] - Operating profit for the six months ended October 31, 2025, was HKD 27,487, a decrease of 16.6% from HKD 32,959 in the same period of 2024[54] - Basic earnings per share for the six months ended October 31, 2025, were HKD 3.84, down from HKD 4.58 in the same period of 2024, representing a decline of approximately 16.1%[54] - Diluted earnings per share for the same period were HKD 3.83, compared to HKD 4.57 in 2024, reflecting a decrease of about 16.2%[56] Cash and Liquidity - The group's cash and cash equivalents stood at HKD 324,355,000 as of October 31, 2025, compared to HKD 284,560,000 on April 30, 2025[8] - Cash and cash equivalents increased to HKD 324,355 as of October 31, 2025, up from HKD 284,560 as of April 30, 2025, representing an increase of approximately 14.0%[48] - The company’s cash and cash equivalents are expected to support ongoing business development while maintaining a robust financial position[64] Operational Efficiency - The group maintained a current ratio of 1.8 as of October 31, 2025, up from 1.7 on April 30, 2025[9] - Total employee costs decreased by 9.3% to HKD 180,915,000 for the period, down from HKD 199,383,000 in 2024/25[10] - The group has implemented strict cost control measures to manage high operational costs and maintain profitability[10] - Strict cost control measures are being implemented to optimize procurement, rent, and human resources, ensuring efficient resource utilization[23] - The company is enhancing data management and operational efficiency through automation and technology tools[23] Revenue Breakdown - Retail sales revenue, including consignment commission income, reached HKD 1,188,533,000, accounting for 99.3% of total revenue, compared to 99.0% in 2024/25[13] - Revenue from Hong Kong was HKD 1,031,144,000, down 6.3% from HKD 1,099,958,000 (2024/25), accounting for 86.2% of total revenue[15] - Macau business achieved revenue of HKD 24,943,000, an increase of 9.9% from HKD 22,691,000 (2024/25)[16] - Singapore revenue declined by 4.8% to HKD 140,814,000 (2024/25: HKD 147,986,000)[17] - For the six months ended October 31, 2025, total segment revenue was HKD 1,196,901,000, with a breakdown of HKD 1,047,719,000 from retail in Hong Kong and Macau, HKD 140,814,000 from retail in Singapore, and HKD 8,368,000 from wholesale and franchising[41] Strategic Initiatives - The group plans to continue expanding its online and offline retail network, enhancing the customer shopping experience through integrated services[11] - The company plans to enhance its product mix in Singapore, focusing on high-demand products while phasing out slow-moving items[17] - The company aims to accelerate reforms and enhance service marketing, brand elevation, and convenient shopping to respond to market demands[19] - The introduction of the "Value for Money" product series and "New Low Price" promotional strategy has effectively increased store foot traffic[19] - The company will strengthen its OEM product development to enhance product competitiveness and profit structure[22] - The company plans to deepen reforms and enhance brand value while strengthening service marketing and operational efficiency[24] - The group aims to respond actively to challenges and seize opportunities to consolidate core competitiveness[24] Governance and Compliance - The company’s audit committee has reviewed the interim results, ensuring compliance with relevant financial reporting standards[62] - The company has adopted corporate governance practices in line with the listing rules, emphasizing the importance of good governance in management[61] - The group plans to adopt the new HKFRS 18 standard effective January 1, 2027, which will require restatement of comparative information for the fiscal year ending December 31, 2026[37] - Management is currently assessing the specific impact of the new standards on the group’s consolidated financial statements[37] Shareholder Actions - The company declared an interim dividend of HKD 3.0 per share, totaling approximately HKD 21,397,000, down from HKD 28,800,000 in the previous year[60] - The company repurchased a total of 3,000,000 shares at a cost of approximately HKD 2,498,000 during the period, indicating a strategy to enhance shareholder value[64] Store Operations - The group operated a total of 352 stores as of October 31, 2025, a net decrease of 15 stores from 367 on April 30, 2025[12] - The group’s largest customer accounted for less than 10% of total revenue for both the six months ended October 31, 2025, and 2024[44] Directors and Management - The executive directors include Ms. Wei Lixia, Mr. Liu Baihui, and Mr. Zheng Shengxu[69] - The independent non-executive directors are Mr. Meng Yongming, Mr. Wu Shiyuan, and Mr. Yang Yaoqiang[69] - The announcement date is December 19, 2025[69]

Financial Performance - The company reported revenue of HKD 181,188,000 for the six months ended September 30, 2025, representing an increase of 1.0% compared to HKD 179,307,000 for the same period in 2024[6]. - The net loss for the period was HKD 6,641,000, compared to a net loss of HKD 3,727,000 in the previous year, indicating a deterioration in performance[6]. - The basic and diluted loss per share was HKD 0.0033, compared to HKD 0.0018 in the previous year, indicating a worsening loss per share[6]. - The company reported a total comprehensive loss of HKD 6,546,000 for the period, compared to HKD 3,775,000 in the previous year[6]. - The group reported a loss before tax of HKD 6,641,000 for the six months ended September 30, 2025, compared to a loss of HKD 3,727,000 for the same period in 2024, indicating a deterioration in performance[26]. - The net loss attributable to the owners of the group for the reporting period was approximately HKD 6,426,000, compared to a net loss of approximately HKD 3,549,000 for the same period in 2024[61]. Assets and Liabilities - The company's total assets decreased to HKD 149,833,000 from HKD 154,997,000, a decline of 3.3%[7]. - The company's total liabilities decreased slightly to HKD 68,946,000 from HKD 69,577,000, a decrease of 0.9%[8]. - The company's equity attributable to owners decreased to HKD 78,419,000 from HKD 85,119,000, a decline of 7.9%[8]. - Total assets as of September 30, 2025, amounted to HKD 149,833,000, while total liabilities were HKD 71,398,000, resulting in a net asset position[20]. - The group's total liabilities as of September 30, 2025, included HKD 59,832,000 in segment liabilities, with HKD 45,066,000 attributed to cleaning and related services[20]. - Total financial liabilities increased to HKD 63,875,000 as of September 30, 2025, compared to HKD 61,944,000 as of March 31, 2025[46]. Cash Flow and Investments - The company reported a net cash outflow from operating activities of HKD 8,983,000 for the six months ended September 30, 2025, compared to HKD 12,106,000 for the same period in 2024, indicating an improvement in cash flow management[11]. - The company experienced a decrease in cash and cash equivalents, ending the period with HKD 45,954,000, down from HKD 49,744,000 at the beginning of the period[11]. - The company’s investment activities generated a net cash inflow of HKD 303,000, a significant improvement compared to a net cash outflow of HKD 2,309,000 in the previous year[11]. - The company’s financing activities resulted in a net cash outflow of HKD 1,621,000, contrasting with a net cash inflow of HKD 949,000 in the same period last year[11]. - The company completed the sale of two subsidiaries on June 27, 2025, generating cash inflow of HKD 289,000 after accounting for sold cash and bank balances[43]. Employee and Operational Costs - The group incurred employee costs totaling HKD 127,498,000 for the six months ended September 30, 2025, an increase from HKD 121,436,000 in the same period of 2024, representing a rise of 5.3%[26]. - Total employee costs for the period amounted to approximately HKD 127,498,000, compared to HKD 121,436,000 for the same period in 2024, reflecting an increase of about 5.5%[86]. - Short-term employee benefits for key management personnel decreased to HKD 1,397,000 for the six months ended September 30, 2025, down from HKD 1,720,000 in 2024, a reduction of approximately 18.8%[45]. Corporate Governance and Legal Matters - The company is currently seeking legal advice regarding a lawsuit filed against it and its directors, and will take necessary actions to protect its interests[85]. - The Hong Kong High Court has denied the request for a temporary injunction against the company and its directors, with the case set for further substantive debate at a later date[83]. - The audit committee, consisting of three independent non-executive directors, is responsible for reviewing the group's financial information and internal control procedures[104]. - The company has adopted a code of conduct for securities trading by directors, ensuring compliance with the relevant regulations[103]. - The company emphasizes the importance of good corporate governance for its management and sustainable development[101]. Business Segments and Market Conditions - The company operates in three main segments: cleaning and related services, waste management services, and advertising media services, which are monitored for performance evaluation[13][18]. - The cleaning industry benefits from the Hong Kong government's labor optimization plan, which allows the import of labor from China, helping to alleviate labor shortages[70]. - The waste management business is expected to thrive due to increasing demand, supportive global policies, and technological advancements[71]. - The advertising media business is facing significant changes due to challenges from digital media and the rise of targeted marketing demands[63]. - The advertising media business is evolving towards digital media, utilizing big data, VR, AR, and AI technologies to reshape the business landscape[69]. Shareholder Information - Major shareholder Lam Wai Yin owns 454,868,130 shares, accounting for 23.56% of the company's issued shares[100]. - WKI Partners (Holdings) Limited holds 179,315,000 shares, which is 9.29% of the company's issued share capital[100]. - Yu Weikun, another major shareholder, possesses 193,131,000 shares, representing 10.00% of the total issued shares[100]. - As of September 30, 2025, Mr. Lau holds a total of 71,779,000 shares and related interests, representing approximately 3.72% of the company's issued share capital[96]. Stock Options and Capital Management - The company has a total of 80,100,302 stock options available for exercise as of September 30, 2025, with 64,100,302 of these options unexercised[91][94]. - The stock option plan was approved by shareholders on September 25, 2015, and was valid for ten years until September 24, 2025[89]. - The updated plan authorization limit for the stock option plan was set at 180,486,979 shares, equivalent to 10% of the issued shares at the time of the resolution[93]. - As of November 28, 2025, the total number of shares available for issuance is 64,100,302, representing approximately 3.32% of the issued shares[95]. Future Outlook and Guidance - The company has not provided specific guidance for future performance or new product developments in the current report[5]. - The group has no significant investment plans as of September 30, 2025[80]. - The group continues to seek suitable investment opportunities in the waste management business[65].

Financial Performance - Revenue for the six months ended September 30, 2025, was HKD 252,432,000, a decrease of 37.0% compared to HKD 400,813,000 in the same period of 2024[15] - Gross profit for the same period was HKD 52,149,000, down 35.0% from HKD 80,278,000 year-on-year[15] - Operating profit decreased by 48.3% to HKD 25,055,000 from HKD 48,465,000 in the previous year[15] - Profit before tax fell by 50.8% to HKD 23,129,000 compared to HKD 46,988,000 in the prior period[15] - Net profit for the period was HKD 19,210,000, a decline of 48.8% from HKD 37,541,000 in the previous year[15] - Basic and diluted earnings per share were HKD 0.02, down 60.0% from HKD 0.05 in the same period of 2024[15] Business Strategy and Focus - The company aims to become a pioneer in green infrastructure in Hong Kong, actively undertaking renewable energy projects[18] - The company is focusing on the development of renewable energy, including solar photovoltaic projects and electric commercial vehicles[19] - The business strategy includes a dual focus on "new energy + green construction" to drive growth amid rising construction costs and labor shortages[18] - The company is optimistic about seeking opportunities through innovative solutions and flexible operational strategies despite ongoing global economic uncertainties[18] Revenue Breakdown by Segment - The group's renewable energy business generated approximately HKD 11.2 million in revenue, an increase of HKD 1.2 million or 12% compared to the same period last year[20] - The civil engineering segment recorded revenue of approximately HKD 139.5 million, a decrease of HKD 164.3 million or 54% year-on-year, primarily due to several projects nearing completion[23] - The electromechanical engineering revenue was approximately HKD 95.4 million, an increase of HKD 14.7 million or 18%, driven by the activation of an 8-year main contract for cable trench excavation and laying[24] Financial Position and Assets - As of September 30, 2025, the company's equity amounted to approximately HKD 370.9 million, an increase from HKD 351.6 million as of March 31, 2025[37] - The company's cash and cash equivalents were approximately HKD 38.1 million as of September 30, 2025, down from HKD 93.7 million as of March 31, 2025[38] - The current ratio as of September 30, 2025, was approximately 2.15, compared to 2.10 as of March 31, 2025[39] - The debt-to-equity ratio increased to approximately 24.5% as of September 30, 2025, from 20.5% as of March 31, 2025[40] - The net current assets were HKD 237.2 million as of September 30, 2025, up from HKD 216.7 million as of March 31, 2025[41] Capital Expenditures and Investments - Capital expenditures during the reporting period were approximately HKD 34.1 million, compared to HKD 20.3 million in the previous period[44] - The company entered into a purchase agreement for an integrated charging and swapping station and other equipment for HKD 1.73 million, as part of its ongoing business operations[49] - The company has no major investment or acquisition plans beyond those disclosed in the prospectus[45] Employee and Operational Metrics - Employee costs totaled approximately HKD 77.7 million during the reporting period, a decrease from HKD 79.6 million in the previous period[61] - The group has 417 employees as of September 30, 2025, an increase from 411 employees as of March 31, 2025[60] - The company has established a share incentive plan to motivate employees, although no options or shares have been granted or exercised to date[60] Share Issuance and Proceeds - The net proceeds from the share issuance are approximately HKD 150.0 million, intended for the uses specified in the prospectus[58] - As of September 30, 2025, the planned and actual uses of the net proceeds include 45% (HKD 67.5 million) for purchasing more machinery and equipment, with HKD 19.1 million already utilized[59] Tax and Compliance - The actual tax rate for the period was approximately 16.9%, down from 20.1% in the previous period, mainly due to non-deductible listing expenses[35] - The company has maintained compliance with non-financial covenants related to its borrowings throughout the reporting period[133] Shareholder Information - Major shareholders, including Rongli Green Development Limited, hold 75% of the company's shares[72] - The company’s major shareholders include Mr. Yao Hongli with 68%, Mr. Yao Honglong with 17%, and Mr. Chen Lumin with 15%[79] Other Financial Metrics - The company reported a profit of HKD 19,210,000 for the period, contributing to total comprehensive income of HKD 19,288,000[91] - The company incurred sales and marketing expenses of HKD 4,099,000, which were not present in the previous year's report[108] - The financial costs for the period were HKD 1,926,000, compared to HKD 1,477,000 in the previous year, reflecting an increase of approximately 30%[108] - Income tax expense for the six months ended September 30, 2025, was HKD 3,919,000, down from HKD 9,447,000 in 2024[116]

| 公司資料 | 2 | | --- | --- | | 簡明綜合全面收益表 | 3 | | 簡明綜合財務狀況表 | 4 | | 簡明綜合權益變動表 | 6 | | 簡明綜合現金流量表 | 7 | | 簡明綜合財務報表附註 | 8 | | 管理層討論與分析 | 16 | | 其他資料 | 17 | 執行董事 陳重義 （主席兼行政總裁） 陳重言 陳明謙 胡國林 CPA, FCCA 葉文瀚 林文厚 溫文麗 獨立非執行董事 趙雅穎 FCCA, CPA（執業） 朱初立 羅家熊 黃國樑 公司秘書 胡國林 CPA, FCCA 註冊辦事處 Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands British West Indies 香港主要營業地點 公司資料 董事會 香港 黃竹坑道二十九號 維他大廈B座十四樓 開曼群島股份登記總處 Codan Trust Company (Cayman) Limited Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman ...

(於百慕達註冊成立的有限公司) 股份代號 391 中期報 告 2025/26 INTERIM REPORT (Incorporated in Bermuda with limited liability) Stock Code: 391 2025/26 1 二零二五╱二零二六年度中期報告 美亞娛樂資訊集團有限公司 綜合全面收益表 截至二零二五年九月三十日止六個月 | | 未經審核 | | | --- | --- | --- | | | 截至九月三十日止六個月 | | | | 二零二五年 | 二零二四年 | | | 千港元 | 千港元 | | 期內虧損 | (15,823) | (38,825) | | 其 他 全 面 收 益╱（虧 損），扣 除 稅 項 | | | | 其後不會重新分類至損益表之項目 | | | | 樓宇重估盈餘 | 1,270 | 3,051 | | 樓宇重估盈餘產生之遞延稅項 | (225) | (485) | | 貨幣換算差額 | 82 | 8 | | 可能重新分類至損益表之項目 | | | | 貨幣換算差額 | 148 | (2,269) | | 期內其他全面收益，扣除稅項 | 1,2 ...

Financial Performance - For the fiscal year ending August 31, 2025, the group's revenue is projected to be RMB 1,180,000,000, a decrease from RMB 1,228,500,000 for the previous year[14] - The profit for the fiscal year ending August 31, 2025, is expected to be RMB 308,900,000, a significant increase of RMB 293,400,000 compared to the profit of RMB 15,500,000 for the previous year[14] - EBITDA for the fiscal year ending August 31, 2025, is projected at RMB 690,100,000, reflecting a 47.3% increase from the previous year's EBITDA of RMB 468,600,000[14] - For the fiscal year ending August 31, 2025, the company's revenue was RMB 1,180,049,000, a decrease of 3.9% compared to RMB 1,228,462,000 in 2024[28] - The gross profit for the same period was RMB 583,848,000, resulting in a gross margin of 49.5%, an increase from 48.3% in 2024[28] - The net profit for the fiscal year was RMB 308,877,000, representing a significant increase from RMB 15,513,000 in 2024, achieving a net profit margin of 26.2%[28] - The adjusted EBITDA for 2025 was RMB 500,988,000, with an EBITDA margin of 58.5%, up from 38.1% in 2024[28][33] - The total assets as of August 31, 2025, were RMB 4,856,836,000, with total equity amounting to RMB 1,870,279,000[30] - The total borrowings as of August 31, 2025, were RMB 1,638,571,000, reflecting a slight increase from RMB 1,602,379,000 in 2024[30] - The capital-to-debt ratio improved to 0.88 in 2025, down from 1.03 in 2024, indicating a stronger financial position[30] - The company reported a significant increase in user enrollment, with a year-over-year growth of 15% in student numbers[99] - The revenue for the fiscal year reached $500 million, representing a 20% increase compared to the previous year[99] - The company plans to implement its seventh five-year plan from the 2025/2026 academic year to the 2029/2030 academic year, marking a significant strategic evolution in international education[64] Enrollment and Educational Offerings - The company has reported that 662 high school graduates received 2,474 admission offers from 151 universities across 17 countries, with 49 graduates gaining admission to top 10 QS-ranked universities[16] - The company has established strategic 1+3 articulation programs with Arizona State University and the University of Alberta, attracting 85 graduates to enroll in these innovative pathways for further education[45] - The company has partnerships with over 23 key universities in China, providing dual-track graduation pathways for students to choose between domestic and international institutions[45] - The total number of enrolled students decreased by 1,005 or 10.7% from 9,390 at the end of the 2023/2024 academic year to 8,385 at the end of the 2024/2025 academic year, primarily due to declining enrollment in primary and kindergarten levels attributed to broader demographic trends[55] - The group plans to optimize its enrollment strategy to support continued growth in student numbers, focusing on enhancing its international market presence and promoting quality educational products[56] - The company has established a significant presence in international education, operating multiple schools in China, Singapore, and Malaysia under three core brands[24] - The World School curriculum, developed in collaboration with ECCTIS and Cognia, has received full recognition, aligning with global accredited programs like A-Level and IB[38] Strategic Expansion - The company is shifting its development framework to an inverted pyramid model, focusing on three core pillars: offering world school curricula, expanding through accredited schools, and advancing university bridging programs[17] - The establishment of the Maple Leaf World School Curriculum Authorization Office aims to expand the proprietary education system, with initial progress in implementing courses in Turkey, Jiangsu, Henan, and Mongolia[18] - The company plans to expand its brand schools overseas, particularly in Southeast Asia and North America, to meet the growing demand for quality bilingual education[19] - The expansion strategy will focus on developing a network of Canadian International Schools (CIS) and Royal International Schools (KIS) in the Southeast Asian market[19] - The group is strategically expanding its educational service offerings, including auxiliary educational product sales and professional catering services, to diversify revenue sources[54] - The group has established a global recruitment office to enhance its international teaching capabilities, ensuring consistency and excellence in academic programs during expansion[60] - The company is exploring potential acquisitions in the Asia-Pacific region to strengthen its market position[99] Governance and Leadership - The independent non-executive director, Liu Jinbo, will transition to the role of co-chief financial officer starting March 1, 2024[106] - Dr. Kem Hussain appointed as non-executive director effective January 1, 2023, with a focus on overall management and strategic planning[109] - Ms. Huang, with 43 years of global financial experience, appointed as independent non-executive director effective January 1, 2023, and joined various committees[113] - Mr. Zhou appointed as independent non-executive director and audit committee chairman effective March 1, 2024, bringing over 28 years of experience in auditing and risk management[116] - The company has seen significant leadership changes with the appointment of experienced professionals in key governance roles[117] - The board is enhancing its oversight capabilities with the addition of members with extensive backgrounds in finance and education[112] - The company is focusing on strategic growth and development in risk management and corporate governance[116] - The new board members are expected to contribute to the company's strategic planning and overall management effectiveness[109] - The company is committed to maintaining high standards of corporate governance through the expertise of its independent directors[113] Regulatory and Compliance Issues - The company faces significant uncertainty regarding its control over certain private schools due to the implementation of the Private Education Promotion Law in China[13] - The group continues to monitor the implementation of the "Implementation Regulations" and assess its ongoing impact on operations, with further announcements to be made as necessary[51] - The company has established several ongoing agreements in China to comply with local laws regarding foreign investment in education, which are necessary for achieving business objectives[159] - The group may face significant adverse effects on its business and financial condition due to potential conflicts of interest with its ultimate owners[166] - The group’s contractual arrangements may be subject to scrutiny by Chinese tax authorities, which could significantly reduce the group’s net income and investment value if additional tax liabilities are discovered[166] - The company faces risks related to maintaining student enrollment numbers and tuition fees, which are critical for its financial performance[129] - The company has confirmed that there are no related party transactions that require disclosure under the listing rules for the year ending August 31, 2025[186] Operational Efficiency - The cost of revenue decreased by RMB 39,300,000 or 6.2% to RMB 596,200,000 in fiscal year 2025, primarily due to effective cost control measures[72] - Marketing expenses decreased by 2.6% from RMB 22,900,000 in FY2024 to RMB 22,300,000 in FY2025, maintaining a stable percentage of revenue at approximately 1.9% for both years[77] - Administrative expenses reduced by 2.1% from RMB 289,000,000 in FY2024 to RMB 283,000,000 in FY2025, attributed to decreased professional service fees post-resumption of share trading[78] - Financial costs decreased significantly from RMB 213,100,000 in FY2024 to RMB 104,200,000 in FY2025, due to reduced interest expenses on secured bank loans and the absence of convertible bond interest[79] - Profit before tax increased to RMB 427,300,000 in FY2025 from RMB 80,600,000 in FY2024, representing 36.2% of total revenue compared to 6.6% in the previous year[80] - Income tax expenses rose from RMB 65,100,000 in FY2024 to RMB 118,400,000 in FY2025, mainly due to withholding tax provisions of RMB 49,000,000 for undistributed profits of subsidiaries[81] Shareholder and Dividend Policies - The board has resolved not to declare a final dividend for the fiscal year ending August 31, 2025[14] - The company aims to distribute at least 40% of its annual adjusted net profit as dividends to shareholders, subject to board discretion[140] - The company's distributable reserves as of August 31, 2025, amount to approximately RMB 564.3 million[127] Contractual Arrangements - The company has entered into various contractual arrangements, including the 2014, 2021, 2022, 2023, and 2025 agreements, which do not constitute notifiable transactions or connected transactions under the listing rules[180] - The company has received specific exemptions from the Stock Exchange regarding the 2014 contractual arrangements, allowing it to bypass certain connected transaction regulations[181] - The company faces uncertainty regarding the validity and enforceability of existing contractual arrangements with affected schools due to the implementation of new regulations[177] - The exclusive management consulting and business cooperation agreement with Beipeng Software and Dalian Education Group was established on May 11, 2014, to provide comprehensive business management and educational consulting services[165] - The group has taken measures to ensure compliance with contractual arrangements, including annual reviews by the board of directors[174] - Legal advisors confirmed that as of August 31, 2025, the contractual arrangements do not violate relevant Chinese regulations[175]

中期報告 2025 | 目錄 | 頁次 | | --- | --- | | 公司資料 | 2 | | 管理層討論及分析 | 4 | | 權益披露 | 11 | | 企業管治及其他資料 | 14 | | 中期財務資料審閱報告 | 17 | | 簡明綜合中期損益及其他全面收益表 | 19 | | 簡明綜合中期財務狀況表 | 20 | | 簡明綜合中期權益變動表 | 22 | | 簡明綜合中期現金流量表 | 23 | | 簡明綜合中期財務資料附註 | 25 | 公司資料 董事會 執行董事 盧源昌 （主席） 盧奕昌 非執行董事 陳惠英 獨立非執行董事 梁威達 勞敏慈 周懷蓉 蘇其威 審核委員會 梁威達 （主席） 陳惠英 周懷蓉 勞敏慈 蘇其威 薪酬委員會 周懷蓉 （主席） 盧源昌 梁威達 勞敏慈 蘇其威 提名委員會 盧源昌 （主席） 盧奕昌 周懷蓉 梁威達 勞敏慈 蘇其威 授權代表 盧源昌 羅蔚婷 公司秘書 羅蔚婷 律師事務所 陳馮吳律師事務所有限法律責任合夥 Maples and Calder 核數師 羅兵咸永道會計師事務所 執業會計師 註冊公眾利益實體核數師 主要往來銀行 香港上海滙豐銀行有限公司 中國工商銀行（ ...

VISION 願景 To be a dynamic enterprise that improves people's livelihood through infrastructure and professional services for cities in Asia and beyond 透過為亞洲和其他地區城市提供基建設施和專業服務， 成為一間改善民生並富有活力的企業 CORE VALUES 核心價值 Respect 尊重 We respect one another and treat everyone equally 我們互相尊重，平等對待每個人 Initiative 主動 We are self-starters and exceed expectations 我們積極主動，並超越期望 Commitment 承諾 We build trust through commitment 我們通過承諾建立互信 Nurture 培育 We spare no effort to nurture the next generation 我們不遺餘力地培育新一代 Innovation 創新 We are i ...

Financial Performance - The company recorded unaudited revenue of approximately HKD 18.3 million for the six months ended September 30, 2025, representing an increase of about 32.7% compared to the same period last year[4]. - The unaudited profit attributable to the owners of the company for the six months ended September 30, 2025, was HKD 0.5 million, a significant improvement from a loss of HKD 9.8 million in the same period last year[4]. - Basic and diluted earnings per share for the six months ended September 30, 2025, were approximately HKD 0.02, compared to a loss of HKD 0.53 per share for the same period in 2024[4]. - The gross profit for the six months ended September 30, 2025, was HKD 4.02 million, compared to HKD 0.41 million in the previous year[5]. - For the six months ended September 30, 2025, total revenue was HKD 18,286,000, an increase from HKD 13,778,000 in the same period of 2024, representing a growth of approximately 32.5%[20]. - The company achieved a net profit of HKD 0.5 million for the six months ended September 30, 2025, compared to a net loss of HKD 9.8 million for the same period in 2024[56]. Revenue Breakdown - Revenue from the smart manufacturing solutions business was HKD 15,158,000, compared to HKD 13,159,000 in 2024, indicating a growth of about 15.2%[20]. - The food technology and sales business generated revenue of HKD 3,128,000, with no revenue reported in the previous year[20]. - The food technology and sales business contributed approximately 17.1% of total revenue for the six months ended September 30, 2025[51]. Assets and Liabilities - Total assets as of September 30, 2025, amounted to HKD 32.83 million, an increase from HKD 27.82 million as of March 31, 2025[7]. - The company’s total liabilities as of September 30, 2025, were HKD 24.38 million, compared to HKD 18.92 million as of March 31, 2025[7]. - The company’s equity attributable to owners as of September 30, 2025, was HKD 8.44 million, a slight decrease from HKD 8.90 million as of March 31, 2025[7]. - The net capital debt ratio as of September 30, 2025, was 51.3%, a significant increase from 5.4% as of March 31, 2025[57]. Cash Flow and Expenses - The company reported a net cash increase of HKD 39, compared to a decrease of HKD 9.08 million in the same period last year[10]. - Operating cash outflow for the six months ended September 30, 2025, was HKD 0.216 million, a significant reduction from HKD 6.095 million in the previous year[10]. - Total costs of goods sold and operating expenses for the six months ended September 30, 2025, were HKD 20,648,000, down from HKD 23,588,000 in 2024, reflecting a decrease of approximately 12.4%[26]. - The group incurred a significant reduction in outsourced R&D expenses, which fell to HKD 185,000 from HKD 2,075,000 in the previous year[26]. Business Segments - The company has identified two main business segments: smart manufacturing solutions and food technology and sales, with a focus on resource allocation and performance assessment[18]. - The group reported a pre-tax loss of HKD 515,000 from the smart manufacturing solutions business, while the food technology and sales business achieved a pre-tax profit of HKD 24,000[22]. Corporate Governance and Management - The company has appointed Mr. Xia Ronghua as the new CEO effective August 11, 2025, following the resignation of Mr. Zeng Weijin from the CEO position while remaining as Chairman[88]. - The Audit Committee consists of three independent non-executive directors, chaired by Mr. Lu Shengwei, and is responsible for reviewing financial statements and overseeing the financial reporting system[90]. - The Audit Committee has reviewed the unaudited financial information for the six months ending September 30, 2025[90]. - As of September 30, 2025, the company has complied with the applicable corporate governance code provisions as per GEM Listing Rules Appendix 15[89]. Shareholder Information - The major shareholder, Dingyu Technology Co., Ltd., holds 3,061,545 shares, representing an 11.82% stake in the company[80]. - The weighted average number of ordinary shares issued increased to 25,914,000 shares in 2025 from 18,666,000 shares in 2024[31]. Future Plans and Strategies - The company plans to potentially acquire agricultural food production facilities and related assets from Dong'an Xiaqi Agricultural Technology Development Co., Ltd. and lease a production plant of approximately 39,223.3 square meters[68]. - The company aims to enhance its sales and marketing efforts and expand its sales team to secure new contracts, as it currently lacks long-term agreements with clients[73]. - The company plans to increase its research and development efforts by establishing its own R&D center and hiring more technical talent to maintain a technological edge in the smart manufacturing solutions market[73]. Employee Information - As of September 30, 2025, the company has 40 employees, an increase from 32 employees as of March 31, 2025, indicating a focus on talent acquisition and retention[71]. Dividends and Securities - The company did not recommend any interim dividend for the six months ended September 30, 2025, consistent with 2024[29]. - The board does not recommend the payment of an interim dividend for the six months ending September 30, 2025, consistent with the previous year[77]. - The company has not purchased, sold, or redeemed any of its listed securities in the six months ending September 30, 2025[78]. Compliance and Risk Management - The company has implemented credit policies to monitor credit risks associated with cash, restricted cash, and trade receivables[74]. - The company has not entered into any related party transactions that require disclosure under GEM Listing Rules during the reporting period[85].

6169 2025 年度報告 2 0 2 5 年 度 報 告 目錄 | 公司簡介 | 2 | | --- | --- | | 公司資料 | 3 | | 財務資料 | 5 | | 財務概要 | 8 | | 管理層討論及分析 | 11 | | 董事會報告 | 16 | | 董事及高級管理層 | 46 | | 企業管治報告 | 51 | | 獨立審計師報告 | 68 | | 合併損益表 | 79 | | 合併綜合收益表 | 81 | | 合併資產負債表 | 83 | | 合併權益變動表 | 85 | | 合併現金流量表 | 86 | | 合併財務報表附註 | 88 | | 釋義 | 193 | 公司簡介 本集團於中國營運民辦學校逾20年，按招生人數計算，本集團是中國領先的民辦學校營運商之一。 本集團的基本教育目標為「培養具有領導才能和自主學習能力的現代化人才，為中華民族的偉大復 興貢獻力量」。作為一家教育服務供應商，本集團深信，我們肩負培育社會未來棟樑的責任，致力 提供符合本集團價值觀及態度的教育服務。本集團學校的課程不僅幫助學生取得優異學業成績， 亦強調學生的全面發展。 本集團繼續透過改善教育基礎設施，不遺餘力地 ...