[Corporate Information](index=2&type=section&id=Corporate%20Information) [Overview of Corporate Information](index=2&type=section&id=Corporate%20Information) This chapter provides fundamental company information, including board members, committee structures, registered office, principal place of business, share registrar, auditor, and principal bankers, noting significant changes in board composition during and after the reporting period - The company's board of directors underwent significant restructuring during and after the FY2025 reporting period, with changes in executive, non-executive, and independent non-executive directors, including the appointment of Mr. Yang Rong as the new Chairman on March 25, 2025[5](index=5&type=chunk)[6](index=6&type=chunk) - The company's auditor is SFAI (HK) CPA Limited, and its principal banker is Bank of Communications Co, Ltd[10](index=10&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman%27s%20Statement) [Chairman's Statement](index=4&type=section&id=Chairman%27s%20Statement) The Chairman's Statement highlights the Group's commitment to strategic priorities amidst challenging operating conditions, noting delays in oral insulin commercialization due to clinical trial setbacks and active exploration of strategic investments in emerging technologies like blockchain and Web 3.0 for business diversification - The commercialization timeline for the core product, oral insulin (in Phase III clinical trials), has been further delayed to **Q3 2028**, primarily due to unexpected challenges in expanding sample size and introducing new hospitals[13](index=13&type=chunk)[17](index=17&type=chunk) - The Group is actively exploring strategic investments in emerging technologies, particularly focusing on blockchain and Web 3.0, recognizing their disruptive potential across supply chain, healthcare, finance, and data security[14](index=14&type=chunk)[19](index=19&type=chunk) - The Group is optimistic about the significant potential of the diabetes market in mainland China and plans to secure sufficient funding for the final development and commercialization phases of the oral insulin product through collaborations with research institutions, expanding clinical trial partners, and seeking strategic financing[15](index=15&type=chunk)[16](index=16&type=chunk)[18](index=18&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=7&type=section&id=Business%20Review) This fiscal year, the Group turned from profit to loss, primarily due to a significant impairment loss on intangible assets related to the oral insulin project, a substantial decline in beauty equipment trading revenue, and the postponement of the oral insulin commercialization timeline to Q3 2028 due to clinical trial setbacks, alongside the issuance and amendment of convertible bonds with a major shareholder [Group Results](index=7&type=section&id=Group%20Results) This fiscal year, the Group's revenue significantly decreased by **68.3%** year-on-year, primarily due to reduced beauty equipment and product trading, resulting in a shift from profit to loss mainly driven by an approximately **HKD 297 million** impairment loss on intangible assets | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | Approx. 2,091,000 | Approx. 6,593,000 | -68.3% | | **(Loss) / Profit attributable to owners of the Company** | Approx. (345,937,000) | Approx. 103,403,000 | Turned from profit to loss | - The primary reason for the shift from profit to loss was an approximately **HKD 297 million** impairment loss on intangible assets recorded this fiscal year[27](index=27&type=chunk)[32](index=32&type=chunk) [Research and Development Progress](index=7&type=section&id=Research%20and%20development) The commercialization timeline for the core oral insulin R&D project has been postponed from Q1 2026 to Q3 2028 due to challenges in clinical trial recruitment and sample size expansion, leading to an approximately **HKD 297 million** impairment loss on intangible assets due to this delay and a shift from in-house manufacturing to outsourcing, while the company secured capital support from a major shareholder and renewed its cooperation agreement with Tsinghua University until June 2027 - The commercialization timeline for oral insulin products has been delayed from **Q1 2026** to **Q3 2028** due to clinical trial progress challenges[36](index=36&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk) - Due to commercialization delays and changes in production plans (shifting to subcontracted manufacturing to save startup costs), the company assessed the **HKD 1.37 billion** intangible assets under development, recognizing an impairment loss of approximately **HKD 297 million**[46](index=46&type=chunk)[49](index=49&type=chunk) - To ensure project advancement, the Group committed to investing no less than **HKD 12 million** annually in product R&D starting April 2025, securing a major shareholder's capital support pledge to compensate for asset value loss if the product is not successfully commercialized by **Q3 2028**[47](index=47&type=chunk)[48](index=48&type=chunk) - The Group's cooperation agreement with Tsinghua University for oral insulin products has been renewed, with the new term extending to **June 30, 2027**[50](index=50&type=chunk)[54](index=54&type=chunk) [Convertible Bonds Issued](index=11&type=section&id=Convertible%20bonds%20issued%20by%20the%20Company) During the reporting period, the company agreed with major shareholder Dr. Mao Yumin to issue new convertible bonds totaling **HKD 55.5 million** to offset an equivalent amount of shareholder loans, while also amending terms for some existing convertible bonds held by Dr. Mao and his associates, including extending maturity dates to twenty years post-issuance and adjusting conversion prices, with these transactions completed on June 21, 2024 - The company issued new convertible bonds with a principal amount of **HKD 55.5 million** to major shareholder Dr. Mao Yumin, used to offset an equivalent amount of shareholder loans[51](index=51&type=chunk)[52](index=52&type=chunk) - The company amended certain terms of the **HKD 360 million** outstanding convertible bonds held by major shareholder Dr. Mao and his associates, extending the maturity date for some bonds to twenty years after issuance and reducing the conversion price for others from **HKD 0.40** to **HKD 0.202**[56](index=56&type=chunk)[60](index=60&type=chunk)[65](index=65&type=chunk) [Prospects](index=14&type=section&id=Prospects) Despite challenges, the company remains optimistic about its prospects, continuing to advance the commercialization of oral insulin products with significant potential in the Chinese market, while also planning to expand into blockchain technology by developing infrastructure and key technologies to explore new business models and revenue streams for diversification - The company will continue to collaborate closely with Contract Research Organizations (CROs) and strengthen its project team to ensure the oral insulin R&D project completes commercialization as planned by **Q3 2028**[68](index=68&type=chunk)[73](index=73&type=chunk) - The company plans to expand its business into the blockchain technology sector, focusing on the research and development of underlying infrastructure and key technologies to enhance transparency, security, and efficiency in digital and commercial transactions, seeking new growth opportunities[70](index=70&type=chunk)[73](index=73&type=chunk) [Financial Review](index=15&type=section&id=Financial%20Review) As of March 31, 2025, the Group's bank and cash balances were approximately **HKD 3.7 million**, with total borrowings around **HKD 1.049 billion**, while the current ratio decreased from **0.03** to **0.01** and the debt-to-equity ratio increased from **0.77** to **0.98**, indicating increased liquidity pressure and higher financial leverage, with no significant investments or asset pledges this fiscal year, and a total of **20** employees with decreased staff costs year-on-year | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Bank and Cash Balances** | Approx. HKD 3.7 million | Approx. HKD 3.1 million | | **Total Borrowings** | Approx. HKD 1.0492 billion | Approx. HKD 1.0542 billion | | **Current Ratio** | 0.01 | 0.03 | | **Debt-to-Equity Ratio** | 0.98 | 0.77 | - As of March 31, 2025, the Group had **20** full-time employees, with total staff costs (including directors' emoluments) for the fiscal year approximately **HKD 5.5 million**, a decrease from **HKD 6.1 million** in the previous fiscal year[85](index=85&type=chunk)[86](index=86&type=chunk)[92](index=92&type=chunk) [Management Profile](index=17&type=section&id=Management%20Profile) [Management Profile](index=17&type=section&id=Management%20Profile) This chapter details the backgrounds and professional experiences of the company's executive, non-executive, independent non-executive directors, and senior management, notably highlighting new members like Dr. Long Fan and Dr. Wu Ming, whose deep academic and research backgrounds in computer science, system security, and blockchain align with the company's strategic expansion into blockchain technology - New Executive Director Dr. Long Fan holds a Ph.D. in Computer Science from MIT, with research interests in system security and blockchain, and is the founder and president of Conflux Research Institute[106](index=106&type=chunk)[107](index=107&type=chunk) - New Executive Director Dr. Wu Ming holds a Ph.D. from the Institute of Computing Technology, Chinese Academy of Sciences, is the co-founder and CTO of Conflux Research Institute, and previously served as a Senior Researcher at Microsoft Research Asia[108](index=108&type=chunk)[110](index=110&type=chunk)[112](index=112&type=chunk) - New Executive Director Mr. Zhang Shen and Non-Executive Director Mr. Zhang Yi possess extensive experience in FinTech, blockchain technology integration, and software development, serving as CEO and CTO of Mercury Labs Pty Ltd, respectively[113](index=113&type=chunk)[115](index=115&type=chunk) [External Consultant Profile](index=22&type=section&id=External%20Consultant%20Profile) [External Consultant Profile](index=22&type=section&id=External%20Consultant%20Profile) This chapter outlines the profile of Dr. Mao Yumin, the company's Chief Scientific Advisor and Honorary Chairman, who, as a major shareholder, possesses extensive experience in bio- and genetic engineering, providing consulting services for the Group's gene testing products and other scientific technology R&D - Major shareholder Dr. Mao Yumin serves as Chief Scientific Advisor and Honorary Chairman, providing consulting services for the Group's gene testing products and other scientific research projects[134](index=134&type=chunk)[135](index=135&type=chunk) [Corporate Governance Report](index=23&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=24&type=section&id=Corporate%20Governance%20Practices) This report outlines the company's corporate governance structure and practices, noting compliance with most code provisions during the period, except for the non-separation of Chairman and CEO roles, and highlights the auditor's disclaimer of opinion on the company's going concern ability due to significant losses and net current liabilities, detailing management's mitigating plans [Board of Directors and Committees](index=24&type=section&id=Board%20of%20Directors%20and%20Committees) This section describes the composition, responsibilities, and annual activities of the Board of Directors and its Remuneration, Nomination, and Audit Committees, noting the Board's oversight of financial performance and strategy, and the committees' roles in remuneration policies, director nominations, financial reporting review, and internal controls, while highlighting non-compliance with the code provision requiring separate roles for Chairman and CEO, with the CEO position remaining vacant - The company failed to comply with the corporate governance code provision requiring the separation of Chairman and Chief Executive Officer roles, with the CEO position remaining vacant as of the reporting date[152](index=152&type=chunk)[153](index=153&type=chunk) - The Audit Committee held **four** meetings this fiscal year, reviewing annual and interim results, the effectiveness of risk management and internal control systems, and considering the re-appointment of external auditors[182](index=182&type=chunk)[184](index=184&type=chunk) [Auditor's Disclaimer of Opinion](index=33&type=section&id=Disclaimer%20of%20Opinion) The auditor issued a 'Disclaimer of Opinion' on the Group's consolidated financial statements for this fiscal year, primarily due to significant uncertainties regarding the Group's going concern ability, evidenced by substantial losses, large net current liabilities, and net current liabilities, as management's mitigating plans (e.g., debt restructuring, new financing, cost control) are preliminary and lack definitive written agreements, preventing the auditor from obtaining sufficient evidence to assess their success or the appropriateness of the going concern assumption - The auditor explicitly issued a 'Disclaimer of Opinion' as they were unable to form an audit opinion on the consolidated financial statements[190](index=190&type=chunk)[363](index=363&type=chunk) - Key factors leading to the disclaimer include a fiscal year loss of approximately **HKD 346 million**, net current liabilities of approximately **HKD 963 million**, and a deficit attributable to owners of the company of approximately **HKD 681 million** as of March 31, 2025[193](index=193&type=chunk)[364](index=364&type=chunk) - Management has formulated several plans to address liquidity issues, including convertible bond restructuring, new capital and financing initiatives (such as share placements and rights issues), and stringent cost control measures, supported by financial commitments from major shareholders[208](index=208&type=chunk)[211](index=211&type=chunk) [Report of the Directors](index=45&type=section&id=Report%20of%20the%20Directors) [Report of the Directors](index=45&type=section&id=Report%20of%20the%20Directors) This report covers statutory disclosures including the company's principal activities, business review, key risks, financial position, share capital movements, directors' and major shareholders' interests, and connected transactions, noting no dividend proposals or share repurchases during the period, and highlighting significant interests of major shareholder Dr. Mao Yumin and his associates in convertible bond issuance and amendments, as well as his ongoing connected transactions as Chief Scientific Advisor - The Board does not recommend the payment of a final dividend for this fiscal year[270](index=270&type=chunk) | Shareholder Name | Capacity | Number of Shares / Relevant Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Dr. Mao Yumin | Beneficial Owner / Interest of Controlled Corporation | 1,804,955,947 (L) / 102,374,770 (L) | 99.05% / 5.62% | | Zhou Yaoting | Beneficial Owner | 364,355,000 (L) | 19.99% | - During and after the reporting period, the company engaged in multiple connected transactions with major shareholder Dr. Mao Yumin, including the issuance of **HKD 55.5 million** convertible bonds to offset shareholder loans and the amendment of terms for his existing convertible bonds[312](index=312&type=chunk)[314](index=314&type=chunk) - The company has ongoing connected transactions with major shareholder Dr. Mao Yumin, engaging him as Chief Scientific Advisor with a monthly service fee of **HKD 56,000**, and the agreement has been renewed until **2025**[325](index=325&type=chunk) [Independent Auditor's Report](index=58&type=section&id=Independent%20Auditor%27s%20Report) [Independent Auditor's Report](index=58&type=section&id=Independent%20Auditor%27s%20Report) Independent auditor SFAI (HK) CPA Limited issued a 'Disclaimer of Opinion' on the company's consolidated financial statements for the year ended March 31, 2025, primarily due to significant uncertainties related to going concern, including substantial group losses and large net current liabilities, as management's liquidity improvement plans are preliminary and lack sufficient supporting evidence, preventing the auditor from forming an opinion on the appropriateness of the going concern assumption - The auditor explicitly issued a 'Disclaimer of Opinion' as they were unable to form an audit opinion on the consolidated financial statements[363](index=363&type=chunk) - The basis for the disclaimer is a scope limitation related to the 'appropriateness of the going concern accounting basis,' specifically due to the Group incurring a loss of approximately **HKD 346 million** for the year ended March 31, 2025, along with net current liabilities of approximately **HKD 963 million** and a deficit attributable to owners of the company of approximately **HKD 681 million**[364](index=364&type=chunk)[366](index=366&type=chunk) - Although management has formulated multiple plans to improve liquidity, the auditor could not obtain sufficient evidence to assess the likelihood of these plans' success or confirm the appropriateness of the going concern assumption, as their implementation is in preliminary stages and lacks supporting documentation like written agreements[372](index=372&type=chunk) [Consolidated Financial Statements](index=63&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=63&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This fiscal year, the Group's revenue was **HKD 2.091 million**, a **68.3%** year-on-year decrease, resulting in an annual loss of **HKD 570 million** (compared to a **HKD 98.707 million** profit last fiscal year) due to an **HKD 297 million** intangible asset impairment loss and **HKD 260 million** in finance costs, with a loss attributable to owners of **HKD 346 million** and basic loss per share of **20.01 HK cents** | Item (HKD thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Revenue** | 2,091 | 6,593 | | **Gross Profit** | 188 | 840 | | **Impairment Loss on Intangible Assets** | (296,984) | — | | **Finance Costs** | (260,099) | (218,097) | | **(Loss) / Profit for the Year** | (570,346) | 98,707 | | **(Loss) / Profit attributable to owners of the Company** | (345,937) | 103,403 | | **Basic (Loss) / Earnings Per Share (HK cents)** | (20.01) | 6.77 | [Consolidated Statement of Financial Position](index=65&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were **HKD 1.085 billion**, total liabilities **HKD 1.060 billion**, and net assets significantly reduced to **HKD 25.341 million**, with net current liabilities expanding from **HKD 382 million** to **HKD 963 million**, indicating increased short-term solvency pressure, while intangible assets decreased from **HKD 1.373 billion** to **HKD 1.076 billion** due to impairment, and the deficit attributable to owners of the company expanded from **HKD 612 million** to **HKD 681 million** | Item (HKD thousands) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Non-current Assets (primarily Intangible Assets)** | 1,076,240 | 1,373,224 | | **Current Assets** | 8,889 | 9,799 | | **Current Liabilities** | 972,065 | 391,601 | | **Net Current Liabilities** | (963,176) | (381,802) | | **Non-current Liabilities** | 87,723 | 671,991 | | **Net Assets** | 25,341 | 319,431 | | **Deficit attributable to owners of the Company** | (681,193) | (611,512) | [Consolidated Statement of Cash Flows](index=69&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This fiscal year, the Group's net cash outflow from operating activities was **HKD 10.555 million**, largely consistent with **HKD 8.279 million** in the prior year, while financing activities generated a net cash inflow of **HKD 11.19 million**, primarily from loans from former associates and major shareholders, resulting in a net increase in cash and cash equivalents of **HKD 0.635 million** and an ending balance of **HKD 3.703 million** | Item (HKD thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | (10,555) | (8,279) | | **Net Cash From Financing Activities** | 11,190 | 10,321 | | **Net Increase in Cash and Cash Equivalents** | 635 | 2,042 | | **Cash and Cash Equivalents at End of Period** | 3,703 | 3,075 | [Notes to the Consolidated Financial Statements](index=71&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed notes to the financial statements, explaining accounting policies, key judgments, and estimates, with highlights including a detailed discussion on the going concern assumption (Note 3), segment information (Note 6), specifics and assumptions of intangible asset impairment tests (Note 16), and terms, changes, and accounting treatment of convertible bonds (Note 22), offering crucial context for understanding the company's financial position, operating results, and auditor's opinion - Note 3 elaborates on management's rationale for preparing financial statements on a going concern basis despite significant uncertainties, listing various mitigating measures including shareholder financial support, debt restructuring, and new financing plans[428](index=428&type=chunk)[429](index=429&type=chunk)[434](index=434&type=chunk) - Note 16 discloses changes in key assumptions for the impairment test of oral insulin R&D intangible assets, including commercialization delayed to **Q3 2028**, discount rate increased from **26.78%** to **31.53%**, and gross margin reduced from **56%** to **39%**, directly leading to an **HKD 297 million** impairment loss[696](index=696&type=chunk)[705](index=705&type=chunk)[709](index=709&type=chunk) - Note 22 details the terms, changes, and accounting treatment of multiple convertible bonds issued by the company, noting significant term modifications to Convertible Bond One related to a major shareholder and the new issuance of Convertible Bond Six during and after the reporting period[750](index=750&type=chunk)[761](index=761&type=chunk)[815](index=815&type=chunk) [Financial Summary](index=184&type=section&id=Financial%20Summary) [Five-Year Financial Summary](index=184&type=section&id=Financial%20Summary) This chapter presents key performance and financial position data for the Group's past five fiscal years, showing a continuous decline in revenue since FY2021, significant fluctuations in profitability with the largest loss recorded in FY2025, and a consistent reduction in net assets over the past five years, indicating a weakening overall financial strength | Fiscal Year Ended March 31 (HKD thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 2,091 | 6,593 | 8,075 | 11,145 | 15,189 | | **(Loss) / Profit for the Year** | (570,346) | 98,707 | (254,671) | 36,431 | (212,155) | | **Net Assets** | 25,341 | 140,562 | 140,562 | 395,266 | 358,706 |

Disclaimer and GEM Characteristics [HKEX and Stock Exchange Disclaimer](index=1&type=section&id=HKEX%20and%20Stock%20Exchange%20Disclaimer) HKEX and the Stock Exchange disclaim responsibility for this announcement's content, accuracy, completeness, and reliance-based losses - HKEX and the Stock Exchange assume no responsibility for the content of this announcement, nor do they guarantee its accuracy or completeness[1](index=1&type=chunk) [GEM Market Characteristics and Investment Risk Warning](index=1&type=section&id=GEM%20Market%20Characteristics%20and%20Investment%20Risk%20Warning) The GEM market, for SMEs, carries high investment risks; investors should understand these and invest cautiously - The GEM market is positioned to provide a listing platform for small and medium-sized companies, which typically involve **higher investment risks**[2](index=2&type=chunk) - Investors should understand potential risks, as GEM securities may face significant market volatility and liquidity cannot be guaranteed[2](index=2&type=chunk) [Directors' Responsibility Statement](index=1&type=section&id=Directors%27%20Responsibility%20Statement) Directors bear full responsibility for this announcement's accurate, complete, and non-misleading information - The company's directors jointly and individually bear **full responsibility** for the information in this announcement[3](index=3&type=chunk) - Directors confirm the announcement's information is accurate, complete, free from misleading or fraudulent content, and without omissions[3](index=3&type=chunk) Consolidated Financial Results [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended April 30, 2025, revenue decreased by **20.2%** to **HKD 26.44 million**, and loss for the year significantly widened to **HKD 44.91 million** Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the year ended April 30) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 26,440 | 33,137 | -20.2% | | Cost of sales | (22,737) | (28,294) | -19.6% | | Gross profit | 3,703 | 4,843 | -23.5% | | Other income, (losses) / gains, net | (25,319) | 94 | -27035.1% | | Net provision for / (reversal of) expected credit losses | 2,856 | (5,550) | -151.5% | | Loss on write-down of inventories | (19,198) | (9,011) | 113.0% | | Selling and distribution expenses | (853) | (1,019) | -16.3% | | Administrative expenses | (5,409) | (9,819) | -44.9% | | Finance costs | (685) | (1,027) | -33.3% | | Loss before tax | (44,905) | (32,146) | 39.7% | | Loss for the year | (44,905) | (32,146) | 39.7% | | Loss for the year attributable to owners of the Company | (44,891) | (32,146) | 39.6% | | Basic and diluted loss per share (HK cents) | (8.98) | (6.43) | 39.7% | - The increase in loss for the year is primarily due to decreased revenue and gross profit, along with losses from the sale of scrap materials[45](index=45&type=chunk) [Consolidated Statement of Financial Position](index=5&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Net assets decreased by **75%** to **HKD 15.96 million**, with net current assets falling, while cash and bank balances significantly increased Key Data from Consolidated Statement of Financial Position (As of April 30) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Non-current assets | 820 | – | N/A | | Current assets | 51,106 | 99,047 | -48.4% | | - Inventories | 12,122 | 54,851 | -77.9% | | - Trade receivables | 619 | 4,867 | -87.3% | | - Deposits, prepayments and other receivables | 22,259 | 37,414 | -40.5% | | - Cash and bank balances | 16,106 | 1,915 | 740.9% | | **Liabilities** | | | | | Current liabilities | 29,207 | 28,261 | 3.3% | | Non-current liabilities | 6,762 | 7,087 | -4.6% | | **Equity** | | | | | Net assets | 15,957 | 63,699 | -75.0% | | Total equity | 15,957 | 63,699 | -75.0% | - Net current assets significantly decreased, but **cash and bank balances substantially increased**[7](index=7&type=chunk)[47](index=47&type=chunk) Notes to the Consolidated Financial Statements [General Information](index=6&type=section&id=General%20Information) Bortex Global Limited, incorporated in Cayman Islands in 2014 and listed on GEM in 2017, primarily trades and manufactures LED lighting - The company was incorporated in the Cayman Islands in **2014**, with Mr. Shao Guoliang as its ultimate controlling party[8](index=8&type=chunk) - The company was listed on the GEM of the Stock Exchange of Hong Kong on **November 16, 2017**[9](index=9&type=chunk) - The Group primarily engages in the trading and manufacturing of **LED lighting products**[10](index=10&type=chunk) [Application of Amendments to Hong Kong Financial Reporting Standards](index=6&type=section&id=Application%20of%20Amendments%20to%20Hong%20Kong%20Financial%20Reporting%20Standards) HKFRS amendments effective May 1, 2024, were first applied this year, with no significant impact on financial position or performance - The amendments to Hong Kong Financial Reporting Standards were first applied this year, but had **no significant impact** on the financial position and performance[11](index=11&type=chunk) - The Group has not early adopted new standards and amendments issued but not yet effective, and anticipates no significant future impact[12](index=12&type=chunk)[13](index=13&type=chunk) [Segment Reporting](index=7&type=section&id=Segment%20Reporting) The Group operates a single segment of LED lighting product design, manufacturing, and trading, with revenue primarily from Canada, the US, and China - The Group engages solely in the design, manufacturing, and trading of LED lighting products, thus having **only one single business segment**[14](index=14&type=chunk) Revenue from External Customers by Geographical Location | Region | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Canada | 21,511 | 19,790 | | United States | 4,527 | 2,671 | | China (excluding Hong Kong) | 1,161 | 3,979 | | Hong Kong | 1,840 | – | | Others | 4,098 | – | | **Total** | **33,137** | **26,440** | Non-current Assets by Geographical Location | Region | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | China (excluding Hong Kong) | 820 | – | Revenue from Major Customers (Over 10% of Total Revenue) | Customer | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Customer A | 19,790 | 21,511 | | Customer B | – | 4,098 | [Revenue](index=8&type=section&id=Revenue) The Group's revenue from LED decorative lighting product trading and manufacturing, recognized at a point in time, totaled **HKD 26.44 million**, a **20.2%** decrease - Revenue is derived from the trading and manufacturing of LED decorative lighting products, with all revenue recognized at a point in time[19](index=19&type=chunk) Revenue from LED Decorative Lighting | Product | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | LED decorative lighting | 26,440 | 33,137 | [Other Income, (Losses) / Gains, Net](index=9&type=section&id=Other%20Income%2C%20%28Losses%29%20%2F%20Gains%2C%20Net) Other income and losses, net, shifted from a **HKD 94 thousand** gain to a **HKD 25.32 million** loss, primarily due to significant losses from scrap sales Other Income, (Losses) / Gains, Net | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Sale of scrap materials | (27,989) | 86 | | Interest income | 11 | 8 | | Gain on lease modification | 2,611 | – | | Miscellaneous income | 48 | – | | **Total** | **(25,319)** | **94** | - Other income and losses, net, shifted from a gain to a **significant loss**, primarily due to losses from the sale of scrap materials[21](index=21&type=chunk)[41](index=41&type=chunk) [Finance Costs](index=9&type=section&id=Finance%20Costs) Finance costs decreased by **33.3%** to **HKD 0.69 million**, mainly due to reduced interest expenses on lease liabilities Finance Costs | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest expense on bank borrowings | 631 | 749 | | Interest expense on lease liabilities | 54 | 278 | | **Total** | **685** | **1,027** | - Finance costs decreased primarily due to **reduced interest expenses on lease liabilities**[44](index=44&type=chunk) [Loss Before Tax](index=9&type=section&id=Loss%20Before%20Tax) Loss before tax expanded to **HKD 44.91 million**, a **39.7%** increase, influenced by inventory costs, right-of-use asset depreciation, and employee benefits Components of Loss Before Tax | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Auditor's remuneration — audit services | 600 | 700 | | Cost of inventories | 20,116 | 25,282 | | Depreciation of property, plant and equipment | – | 2,312 | | Depreciation of right-of-use assets | 709 | – | | Employee benefit expenses | 5,978 | 8,983 | | Short-term lease related expenses | 223 | 144 | | Net exchange gain | (689) | (288) | - Loss before tax increased by **39.7% year-on-year**, reaching **HKD 44.91 million**[5](index=5&type=chunk) [Taxation](index=10&type=section&id=Taxation) No current or deferred tax for both years; Hong Kong profits tax uses a two-tiered system, and Chinese subsidiaries face a **25%** corporate income tax rate Taxation | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Current tax — China | – | – | | Current tax — Hong Kong | – | – | | Deferred tax | – | – | - Hong Kong profits tax operates under a **two-tiered system**, and Chinese subsidiaries are subject to a **25% corporate income tax rate**[23](index=23&type=chunk)[24](index=24&type=chunk) [Dividends](index=10&type=section&id=Dividends) The Board does not recommend paying any dividends for the year ended April 30, 2025, consistent with the prior year - The Board does not recommend paying any dividends for the current year (2024: nil)[25](index=25&type=chunk) [Loss Per Share Attributable to Owners of the Company](index=11&type=section&id=Loss%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Company) Basic loss per share widened to **8.98 HK cents**, and diluted loss per share was the same due to no potential ordinary shares Loss Per Share Data | Indicator | 2025 (thousand HKD/thousand shares) | 2024 (thousand HKD/thousand shares) | | :--- | :--- | :--- | | Loss for the purpose of calculating basic loss per share | (44,891) | (32,146) | | Number of ordinary shares for the purpose of calculating basic loss per share | 500,000 | 500,000 | | **Basic and diluted loss per share (HK cents)** | **(8.98)** | **(6.43)** | - Diluted loss per share is the same as basic loss per share, as there were no potential ordinary shares outstanding for both years[26](index=26&type=chunk) [Trade Receivables](index=11&type=section&id=Trade%20Receivables) Net trade receivables decreased by **87.3%** to **HKD 0.62 million**, with most outstanding balances aged over 365 days Trade Receivables | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Trade receivables | 32,999 | 40,184 | | Less: Net provision for expected credit losses | (32,380) | (35,317) | | **Net amount** | **619** | **4,867** | Ageing Analysis of Trade Receivables (Based on invoice date) | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 60 days | – | 3,606 | | 61 to 90 days | – | – | | 91 to 180 days | 530 | – | | 181 to 365 days | 958 | 2,833 | | Over 365 days | 32,041 | 33,215 | | **Total** | **32,999** | **40,184** | - Net trade receivables significantly decreased, and most balances are aged **over 365 days**[27](index=27&type=chunk)[28](index=28&type=chunk) [Trade Payables](index=12&type=section&id=Trade%20Payables) Trade payables increased by **95.4%** to **HKD 3.50 million**, with most balances aged within 60 days, indicating a fast payment cycle Ageing Analysis of Trade Payables (Based on invoice date) | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 60 days | 1,882 | – | | 61 to 90 days | – | – | | 91 to 180 days | 12 | 141 | | 181 to 365 days | 386 | 328 | | Over 365 days | 1,224 | 1,324 | | **Total** | **3,504** | **1,793** | - Trade payables increased by **95.4% year-on-year**, with the majority of balances aged **within 60 days**[31](index=31&type=chunk) Management Discussion and Analysis [Business Review](index=13&type=section&id=Business%20Review) Revenue decreased by **20.2%** to **HKD 26.4 million** due to market instability and reduced consumer demand, with net loss increasing to **HKD 28.6 million** - Revenue decreased by **20.2% year-on-year** to **HKD 26.4 million**, primarily due to increased consumer environmental awareness, market instability, and weakened consumer demand[32](index=32&type=chunk) - Revenue from LED decorative lighting products in Canada decreased by **7.91%**, as relaxed social distancing measures reduced demand for indoor Christmas decorations[33](index=33&type=chunk) - Revenue from US customers decreased to **HKD 2.7 million** (2024: HKD 4.5 million), mainly affected by the Federal Reserve's tightening monetary policy and lower customer sales expectations[34](index=34&type=chunk) - Net loss for the year (excluding provision for expected credit losses and loss on write-down of inventories) was approximately **HKD 28.6 million**, a **308.6% year-on-year increase**[35](index=35&type=chunk) [Outlook](index=14&type=section&id=Outlook) Management anticipates accelerated growth in China's manufacturing and infrastructure investment, but warns of potential stock market volatility from US Fed rate hikes - Management expects China's manufacturing and infrastructure investment to accelerate in 2025, supported by monetary policy, becoming a pillar of the economy[36](index=36&type=chunk) - Continued interest rate hikes by the US Federal Reserve and rising funding costs may lead to stock market volatility, posing challenges for corporate operations[36](index=36&type=chunk) [Financial Review](index=14&type=section&id=Financial%20Review) LED decorative lighting revenue decreased by **20.2%**, gross margin fell to **14.0%**, and loss for the year widened to **HKD 44.9 million** due to reduced revenue and scrap sales losses - Revenue from LED decorative lighting decreased by **20.2% year-on-year** to **HKD 26.4 million**, mainly due to reduced sales to Canadian and US customers[37](index=37&type=chunk) - There was **no revenue from LED lighting products** this year, due to reduced sales to Chinese customers in the construction industry[38](index=38&type=chunk) - Cost of sales decreased by **19.8% year-on-year** to **HKD 22.7 million**, consistent with the decrease in total revenue[39](index=39&type=chunk) - Gross profit decreased by **22.8% year-on-year** to **HKD 3.7 million**, with gross margin falling from 14.6% to **14.0%**[40](index=40&type=chunk) - Other income and losses, net, shifted from a gain of HKD 94 thousand to a loss of **HKD 25.3 million**, primarily due to losses from the sale of obsolete and damaged scrap materials[41](index=41&type=chunk) - Selling and distribution expenses decreased by **10.0% year-on-year** to **HKD 0.9 million**, mainly due to reduced transportation and staff costs[42](index=42&type=chunk) - Administrative expenses decreased by **44.9% year-on-year** to **HKD 5.4 million**, primarily due to reduced staff costs, legal, and professional fees[43](index=43&type=chunk) - Finance costs decreased by **33.3% year-on-year** to **HKD 0.7 million**, mainly due to reduced interest expenses on lease liabilities[44](index=44&type=chunk) - Loss for the year expanded to **HKD 44.9 million**, an increase of **HKD 12.8 million** from the previous year, primarily affected by reduced revenue, gross profit, and losses from scrap sales[45](index=45&type=chunk) [Gearing Ratio](index=15&type=section&id=Gearing%20Ratio) The gearing ratio was not applicable for the year ended April 30, 2025, consistent with the prior year - The gearing ratio was **not applicable** for the year ended April 30, 2025 (2024: not applicable)[46](index=46&type=chunk) [Liquidity and Financial Resources](index=16&type=section&id=Liquidity%20and%20Financial%20Resources) Cash and bank balances significantly increased to **HKD 16.1 million**, while the current ratio decreased to **1.75 times**, with the Board confident in sufficient resources - Cash and bank balances significantly increased to **HKD 16.1 million** (2024: HKD 1.9 million)[47](index=47&type=chunk) - The current ratio decreased to **1.75 times** (2024: 3.5 times)[47](index=47&type=chunk) - The Board is confident that the Group will have **sufficient resources** to meet its financial needs in operations[47](index=47&type=chunk) [Treasury Policy](index=16&type=section&id=Treasury%20Policy) The Group maintains a prudent treasury policy, monitoring overdue debts, reviewing trade receivables for impairment, and observing liquidity to manage funding - The Group adopts a **prudent treasury policy**, recovering overdue debts through monitoring procedures[48](index=48&type=chunk) - Management regularly reviews the recoverable amount of trade receivables to ensure **adequate impairment provisions** are made[48](index=48&type=chunk) - The Board closely monitors the liquidity position to ensure it can meet funding requirements[48](index=48&type=chunk) [Capital Structure](index=16&type=section&id=Capital%20Structure) The Group's capital structure, consisting solely of ordinary shares, is unchanged since its 2017 GEM listing, with **500,000,000** shares issued - The Group's capital structure has remained **unchanged** since its listing on GEM on November 16, 2017[49](index=49&type=chunk) - As of April 30, 2025, there were **500,000,000 issued shares**[49](index=49&type=chunk) [Material Investments, Acquisitions and Disposals of Subsidiaries and Capital Assets](index=16&type=section&id=Material%20Investments%2C%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Capital%20Assets) The Group had no material investments, acquisitions, or disposals of subsidiaries and capital assets for the year, nor any related plans - There were **no material investments, acquisitions, or disposals** of subsidiaries and capital assets during the year, nor any related plans[50](index=50&type=chunk) [Capital Commitments and Contingent Liabilities](index=16&type=section&id=Capital%20Commitments%20and%20Contingent%20Liabilities) As of April 30, 2025, the Group had no material capital commitments or contingent liabilities, consistent with the prior year - As of April 30, 2025, the Group had **no material capital commitments or contingent liabilities**[51](index=51&type=chunk) [Employees and Remuneration Policy](index=17&type=section&id=Employees%20and%20Remuneration%20Policy) The Group had **71** employees with **HKD 6.0 million** in remuneration costs, using annual reviews and share option schemes to attract and retain talent - As of April 30, 2025, the number of employees was **71** (2024: 89), with total remuneration costs of approximately **HKD 6.0 million** (2024: HKD 9.0 million)[52](index=52&type=chunk) - The company attracts and retains valuable employees through annual salary reviews, promotion assessments, and a share option scheme[52](index=52&type=chunk) [Pledge of Assets](index=17&type=section&id=Pledge%20of%20Assets) As of April 30, 2024 and 2025, the Group had no pledge of assets - As of April 30, 2024 and 2025, the Group had **no pledge of assets**[53](index=53&type=chunk) [Foreign Currency Risk](index=17&type=section&id=Foreign%20Currency%20Risk) The Group faces exchange rate risk as most revenue is USD-denominated, while costs are in RMB and HKD, resulting in an increased exchange gain of **HKD 0.7 million** - The Group faces exchange rate risk as most of its turnover is denominated in USD, while cost of sales and operating expenses are primarily settled in RMB and HKD[54](index=54&type=chunk) - Net exchange gain for the year was approximately **HKD 0.7 million** (2024: HKD 0.3 million)[54](index=54&type=chunk) [Dividends](index=17&type=section&id=Dividends) The Board does not recommend paying any dividends for the year ended April 30, 2025 - The Board does not recommend paying any dividends for the current year[55](index=55&type=chunk) [Events After Reporting Period](index=17&type=section&id=Events%20After%20Reporting%20Period) Directors are unaware of any significant events after the reporting period related to the Group's business or financial performance - As of the announcement date, the directors are unaware of any **significant events after the reporting period** related to the Group's business or financial performance[56](index=56&type=chunk) Other Information [Use of Proceeds](index=18&type=section&id=Use%20of%20Proceeds) The **HKD 30.1 million** net proceeds from the IPO have been fully utilized as planned, though the timeline for some uses was delayed - The net proceeds of approximately **HKD 30.1 million** from the initial public offering have been fully utilized[57](index=57&type=chunk) Intended and Actual Use of Net Proceeds | Use | Approximate Percentage of Total | Net Proceeds (million HKD) | Amount Utilized (million HKD) | Unutilized Amount (million HKD) | | :--- | :--- | :--- | :--- | :--- | | Upgrading production facilities | 55% | 16.6 | 16.6 | – | | Repaying short-term bank borrowings and finance leases | 25% | 7.5 | 7.5 | – | | Expanding product portfolio and strengthening product development capabilities | 5% | 1.5 | 1.5 | – | | Increasing sales headcount and expanding sales channels | 5% | 1.5 | 1.5 | – | | General working capital | 10% | 3.0 | 3.0 | – | | **Total** | **100%** | **30.1** | **30.1** | **–** | - The timeline for the use of net proceeds was delayed due to factors such as the US-China trade dispute, social unrest in Hong Kong, and the COVID-19 pandemic[58](index=58&type=chunk) [Competition and Conflicts of Interest](index=19&type=section&id=Competition%20and%20Conflicts%20of%20Interest) No directors, controlling shareholders, or their close associates were aware of any competing businesses or other conflicts of interest - No directors, controlling shareholders, or their close associates have any businesses or interests that compete with the company's business[59](index=59&type=chunk) - No other persons have any existing or potential conflicts of interest with the Group[59](index=59&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=19&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities, and the company held no treasury shares - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the year[60](index=60&type=chunk) - As of April 30, 2025, the company held **no treasury shares**[60](index=60&type=chunk) [Corporate Governance Practices](index=19&type=section&id=Corporate%20Governance%20Practices) The company is committed to high corporate governance standards, and the Board believes it complied with the Corporate Governance Code for the year - The company is committed to maintaining **high corporate governance standards**[61](index=61&type=chunk) - The Board believes the company has complied with the Corporate Governance Code in Appendix C1 of the GEM Listing Rules for the year[61](index=61&type=chunk) [Directors' Securities Transactions](index=19&type=section&id=Directors%27%20Securities%20Transactions) The company adopted the required standard of dealings for directors' securities transactions, and all directors confirmed compliance - The company has adopted the **required standard of dealings** under the GEM Listing Rules as the code of conduct for directors' securities transactions[62](index=62&type=chunk) - All directors confirmed compliance with the required standard of dealings throughout the year, with no non-compliance incidents[62](index=62&type=chunk) [Scope of Work of National Alliance CPA Limited](index=20&type=section&id=Scope%20of%20Work%20of%20National%20Alliance%20CPA%20Limited) The Group's consolidated financial statement figures were agreed upon by auditor National Alliance CPA Limited, whose work is not an assurance engagement - The figures in the Group's financial statements have been **agreed upon by the auditor, National Alliance CPA Limited**[63](index=63&type=chunk) - National Alliance's work does not constitute an assurance engagement, and thus no assurance has been provided on the announcement[63](index=63&type=chunk) [Share Option Scheme](index=20&type=section&id=Share%20Option%20Scheme) A share option scheme, effective in 2017 for 10 years to reward contributors, has not had any options granted since its adoption - The share option scheme became effective on **November 16, 2017**, for a 10-year period, aiming to grant share options to individuals who have contributed to the Group[64](index=64&type=chunk) - No share options have been granted under the scheme since its adoption[65](index=65&type=chunk) [Audit Committee](index=20&type=section&id=Audit%20Committee) The Audit Committee, established in 2017 with three independent non-executive directors, reviewed the Group's audited consolidated financial statements - The Audit Committee was established on **October 24, 2017**, and consists of **three independent non-executive directors**[66](index=66&type=chunk) - Its primary responsibilities include reviewing financial information, risk management, and internal control systems[66](index=66&type=chunk) - The Audit Committee has reviewed the Group's audited consolidated financial statements for the year ended April 30, 2025[67](index=67&type=chunk) [By Order of the Board](index=21&type=section&id=By%20Order%20of%20the%20Board) This announcement was issued by Mr. Shao Guoliang, Chairman, on July 31, 2025, with the Board comprising four executive and three independent non-executive directors - This announcement was issued by Mr. Shao Guoliang, Chairman of the Board, on **July 31, 2025**[68](index=68&type=chunk)[69](index=69&type=chunk) - As of the announcement date, the Board of Directors includes **four executive directors** and **three independent non-executive directors**[69](index=69&type=chunk)

HKEx Stock Code: 2350 股份代號 : 2350 (於開曼群島註冊成立的有限公司) (Incorporated in the Cayman Islands with limited liability) A n n u al R e p ort 2 0 2 4/2 5 年 度 報 告 目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 主席報告 | 4 | | 管理層討論與分析 | 5 | | 董事會報告 | 11 | | 企業管治報告 | 26 | | 董事及高級管理層 | 43 | | 環境、社會及管治報告 | 50 | | 獨立核數師報告 | 65 | | 綜合損益及其他全面收入表 | 70 | | 綜合財務狀況表 | 71 | | 綜合權益變動表 | 73 | | 綜合現金流量表 | 74 | | 綜合財務報表附註 | 76 | | 財務概要 | 138 | | 詞彙表 | 139 | 公司資料 執行董事 葉嘉威先生 （主席兼行政總裁） 陳添祥先生 閆威先生（於二零二五年七月二十五日獲委任） 王冠先生（於二零二五年七月二十五日獲委任） 非執行董事 何宏信 ...

康特隆科技有限公司 (於開曼群島註冊成立的有限公司) 股份代號 2025 ANNUAL REPORT 年 報 Annual Report 2025 年報 康特隆科技有限公司 CONTENTS 目錄 | Corporate Information | 2–4 | | --- | --- | | 公司資料 | | | Chairman's Statement | 5–6 | | 主席報告 | | | Management Discussion and Analysis | 7–51 | | 管理層討論及分析 | | | Directors and Senior Management | 52–62 | | 董事及高級管理層 | | | Report of the Directors | 63–80 | | 董事會報告 | | | Corporate Governance Report | 81–103 | | 企業管治報告 | | | Environmental, Social and Governance Report | 104–139 | | 環境、社會及管治報告 | | | Independent Aud ...

Company Information [Board of Directors and Committees](index=4&type=section&id=Board%20of%20Directors%20and%20Committees) The company's board comprises executive, non-executive, and independent non-executive directors, with audit, remuneration, and nomination committees ensuring sound corporate governance, and Grant Thornton Hong Kong Limited serving as the independent auditor - Board members include Mr. Song Xiaoming (Chairman), Ms. Song Shiqing, Mr. Su Congyue (Executive Directors), Mr. Lam Wing Yiu (Non-Executive Director), and Mr. Li Zhongfei, Mr. Zhao Jinsong, Mr. Liu Chengwei (Independent Non-Executive Directors)[5](index=5&type=chunk) - Mr. Zhao Jinsong chairs the Audit Committee, Mr. Li Zhongfei chairs the Remuneration Committee, and Mr. Song Xiaoming chairs the Nomination Committee[5](index=5&type=chunk) - Grant Thornton Hong Kong Limited is the independent auditor[5](index=5&type=chunk) Chairman's Statement [Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) The Group achieved net profit through a robust debt reduction plan and divestment of underperforming businesses amidst a challenging macroeconomic environment, with future growth expected from China's economic stimulus and expansion in asset management and cultural tourism sectors - This year, the Group improved its net asset value and recorded a net profit through a debt reduction plan and divestment of underperforming businesses[7](index=7&type=chunk) - China's economy is projected to maintain stable growth under Q3 2024 stimulus policies, with the Group's asset management business significantly increasing[7](index=7&type=chunk) - The Group aims to deepen its presence in asset management and cultural tourism, diversifying through new market entry and business expansion to become a renowned investment holding company[7](index=7&type=chunk)[8](index=8&type=chunk) Management Discussion and Analysis [Business Review](index=6&type=section&id=Business%20Review) This year, the Group's business primarily included security, property management, HR services, asset management, and hotel & catering services, with security revenue declining due to divestment and market contraction but losses narrowing, while asset management revenue significantly grew from state-owned enterprise advisory services, and hotel & catering revenue increased despite a partial business suspension due to lease disputes - Revenue from security, property management, and human resources services decreased by **36.9% year-on-year to HKD 32.2 million**, mainly due to the disposal of loss-making subsidiaries and reduced demand from China's economic contraction, though the segment loss significantly narrowed[11](index=11&type=chunk)[17](index=17&type=chunk) - Asset management services revenue significantly increased from **HKD 0.5 million to HKD 8.8 million**, primarily driven by advisory services for state-owned enterprise asset restructuring[12](index=12&type=chunk)[18](index=18&type=chunk) - Hotel and catering services revenue grew to **HKD 6.9 million**, but operations were suspended in the second half due to landlord disputes, with the Group actively seeking new locations and developing cultural tourism businesses[13](index=13&type=chunk)[19](index=19&type=chunk) [Business Outlook](index=7&type=section&id=Business%20Outlook) The Group aims to enhance its corporate image and capitalize on opportunities in China's security, property management, HR, asset management, and hotel & catering sectors, specifically planning to offer distressed asset disposal services, transform into a boutique asset management firm via investment funds, and develop cultural and tourism businesses - The Group plans to leverage its hotel and catering services experience to develop hotel businesses, particularly in the cultural and tourism sector[14](index=14&type=chunk) - Facing increased demand for non-performing loan disposal, the Group will provide corporate distress advisory services, including non-performing debt transfer, distressed asset disposal, debt-to-equity swaps, and debt restructuring, leveraging its asset management expertise[14](index=14&type=chunk) - The Group intends to establish investment funds through its asset management platform, connecting upstream and downstream education industry chains, to transform into a boutique asset management institution[14](index=14&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) The Group's total revenue decreased by 12.3% to HKD 47.9 million this year, but gross profit turned from a loss to a profit due to the divestment of loss-making subsidiaries and high-margin asset management services, with significantly reduced administrative expenses, impairment losses, and finance costs, resulting in a profit attributable to owners of HKD 10.2 million, reversing last year's loss [Revenue](index=8&type=section&id=Revenue) Total revenue for the year was HKD 47.9 million, a 12.3% decrease from the previous year, with security services revenue down 36.9% due to economic contraction and subsidiary divestment, asset management services revenue growing over 100% from asset restructuring advisory, and hotel & catering services revenue increasing by HKD 3.8 million - Total revenue decreased by **12.3% to HKD 47.9 million** from HKD 54.6 million[16](index=16&type=chunk) - Revenue from security, property management, and human resources services decreased by **36.9% to HKD 32.2 million**, primarily due to China's economic contraction and the disposal of loss-making subsidiaries[17](index=17&type=chunk) - Asset management services revenue increased from **HKD 0.5 million to HKD 8.8 million**, a growth of over **100%**, mainly from asset restructuring advisory fees for state-owned enterprises[18](index=18&type=chunk) [Cost of Sales and Services](index=9&type=section&id=Cost%20of%20Sales%20and%20Services) Cost of sales and services decreased to HKD 42.7 million from HKD 57.5 million last year, with security services costs declining and achieving a gross profit, while asset management and hotel & catering services costs increased in line with revenue growth - Cost of sales and services decreased from **HKD 57.5 million to HKD 42.7 million**[20](index=20&type=chunk) - Security services costs decreased, resulting in a gross profit of approximately **HKD 1.4 million**, compared to a gross loss in the prior year[21](index=21&type=chunk) - Asset management services costs, primarily employee professional service fees, were approximately **HKD 2.1 million**, consistent with the increase in revenue[22](index=22&type=chunk) [Gross Profit and Gross Margin](index=10&type=section&id=Gross%20Profit%20and%20Gross%20Margin) The Group's gross profit significantly increased by HKD 8.1 million to HKD 5.2 million from a gross loss of HKD 2.9 million last year, with a corresponding improvement in gross margin, primarily due to the divestment of loss-making subsidiaries in China and Hong Kong and the high-margin contribution from asset management services - Gross profit increased by approximately **HKD 8.1 million** from a gross loss of approximately **HKD 2.9 million** last year to a gross profit of **HKD 5.2 million** this year[24](index=24&type=chunk) - The increase in gross profit and gross margin was mainly due to the disposal of loss-making subsidiaries in China and Hong Kong and the high gross margin of asset management services[24](index=24&type=chunk) [Other Income and Net Gains/Losses](index=10&type=section&id=Other%20Income%20and%20Net%20Gains%2FLosses) Other income increased by HKD 13.4 million to HKD 25.4 million from HKD 12.0 million last year, primarily driven by the derecognition of promissory note liabilities, lease termination compensation income, and gains from subsidiary disposals - Other income increased from **HKD 12.0 million to HKD 25.4 million**, an increase of approximately **HKD 13.4 million**[25](index=25&type=chunk) - Key growth drivers include the derecognition of promissory note liabilities of approximately **HKD 9.0 million**, compensation income from lease termination of approximately **HKD 2.2 million**, and gains on disposal of subsidiaries of approximately **HKD 11.8 million**[25](index=25&type=chunk) [Administrative Expenses](index=10&type=section&id=Administrative%20Expenses) Administrative expenses decreased by 30.5% to HKD 13.9 million from HKD 20.0 million last year due to strict management oversight, primarily driven by reduced staff costs and depreciation of right-of-use assets - Administrative expenses decreased by **30.5% to HKD 13.9 million**[26](index=26&type=chunk) - Salaries and related costs decreased by **36.8% to HKD 7.9 million** due to strict control over employee expenses[26](index=26&type=chunk) - Depreciation of right-of-use assets decreased by **HKD 2.2 million to HKD 1.0 million** due to the disposal of right-of-use assets[26](index=26&type=chunk) [Impairment Loss on Property, Plant and Equipment](index=10&type=section&id=Impairment%20Loss%20on%20Property%2C%20Plant%20and%20Equipment) This year, the hotel and catering services segment incurred an impairment loss of approximately HKD 1.3 million due to business suspension from early lease termination, while last year, the security services segment incurred an impairment loss of approximately HKD 3.4 million due to underperforming economic expectations - This year, the hotel and catering services segment incurred an impairment loss of approximately **HKD 1.3 million** due to business suspension from early lease termination[27](index=27&type=chunk) - Last year, the Jingwudun Security Guard cash-generating unit under the security, property management, and human resources segment incurred an impairment loss of approximately **HKD 3.4 million** due to underperforming economic expectations[28](index=28&type=chunk) [Net Impairment Loss on Financial Assets](index=11&type=section&id=Net%20Impairment%20Loss%20on%20Financial%20Assets) Net impairment loss on financial assets decreased to HKD 3.7 million from HKD 4.4 million last year, with the Group making provisions for trade and other receivables based on the expected credit loss model under HKFRS 9 and monitoring customer performance through credit policies - Net impairment loss on financial assets was approximately **HKD 3.7 million** this year, compared to **HKD 4.4 million** last year[29](index=29&type=chunk) - The Group makes provisions for trade and other receivables based on the Expected Credit Loss (ECL) model under HKFRS 9, adjusted for historical credit loss experience, external indicators, and forward-looking factors[29](index=29&type=chunk) - The Group has implemented a credit policy to monitor customer performance through aging analysis, review of payment records, and customer financial standing[30](index=30&type=chunk) [Finance Costs](index=11&type=section&id=Finance%20Costs) Finance costs decreased to HKD 1.0 million from HKD 1.8 million last year, primarily due to the settlement of promissory note liabilities, including outstanding principal and related interest - Finance costs decreased by approximately **HKD 0.8 million to HKD 1.0 million** from approximately **HKD 1.8 million**[31](index=31&type=chunk) - The decrease in finance costs was mainly due to the settlement of promissory note liabilities, including outstanding principal and related interest[31](index=31&type=chunk) [Profit/(Loss) for the Year](index=11&type=section&id=Profit%2F%28Loss%29%20for%20the%20Year) Profit attributable to owners of the Company was approximately HKD 10.2 million, successfully reversing last year's loss of HKD 16.9 million, primarily driven by the turnaround in gross profit, increased other income, and reduced administrative expenses, impairment losses on property, plant and equipment, and provisions for impairment losses on financial assets - Profit attributable to owners of the Company was approximately **HKD 10.2 million**, compared to a loss of **HKD 16.9 million** last year[32](index=32&type=chunk) - The increase in profit was mainly due to a gross profit of approximately **HKD 5.2 million**, increased other income, and a reduction of approximately **HKD 8.9 million** in administrative expenses, impairment loss on property, plant and equipment, and provisions for impairment loss on financial assets[32](index=32&type=chunk) [Income Tax Expense](index=11&type=section&id=Income%20Tax%20Expense) No income tax expense was recognized for both the current and prior years, as the Group generated no taxable profit in Hong Kong and its entities in China had sufficient tax losses to offset or did not generate taxable profit - No income tax expense was recognized for both the current and prior years[33](index=33&type=chunk) [Final Dividend](index=11&type=section&id=Final%20Dividend) The Board did not recommend a final dividend for the current year, consistent with the previous year - The Board did not recommend a final dividend for the current year (nil last year)[34](index=34&type=chunk) Revenue Breakdown by Business Segment (HKD in thousands) | Business Segment | 2025 (HKD in thousands) | 2025 (%) | 2024 (HKD in thousands) | 2024 (%) | | :--- | :--- | :--- | :--- | :--- | | Security Guard, Property Management and Human Resources Services | 32,177 | 67.2% | 51,002 | 93.4% | | Asset Management Services | 8,789 | 18.4% | 465 | 0.9% | | Hotel and Catering Services | 6,891 | 14.4% | 3,133 | 5.7% | | **Total** | **47,857** | **100%** | **54,600** | **100%** | - Total revenue decreased by **12.3% to HKD 47.9 million** year-on-year, primarily impacted by the decline in the security guard business[16](index=16&type=chunk) - Gross profit turned from a loss of **HKD 2.9 million** last year to a profit of **HKD 5.2 million**, mainly due to the disposal of loss-making subsidiaries and the high gross margin contribution from asset management services[24](index=24&type=chunk) - Administrative expenses decreased by **30.5% to HKD 13.9 million**, primarily due to strict control over employee expenses and the disposal of right-of-use assets[26](index=26&type=chunk) - Profit attributable to owners of the Company was approximately **HKD 10.2 million**, compared to a loss of **HKD 16.9 million** last year, mainly benefiting from increased gross profit, higher other income, and reduced expenses[32](index=32&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=12&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group regularly reviews its capital structure to adapt to economic changes, with total equity attributable to owners turning positive from a deficit this year, a decrease in bank cash, and a significant improvement in the gearing ratio from 179% to 106% reflecting a substantial reduction in net debt, while having no pledged assets or capital commitments and minimal foreign exchange risk - As of March 31, 2025, total equity attributable to owners of the Company was approximately **HKD 2.8 million**, compared to a deficit of **HKD 6.1 million** last year[35](index=35&type=chunk) - Bank and cash on hand were approximately **HKD 6.0 million**, compared to **HKD 9.7 million** last year[35](index=35&type=chunk) - The gearing ratio decreased from **179%** last year to **106%** this year, mainly due to a larger decrease in net debt than in total capital[38](index=38&type=chunk)[258](index=258&type=chunk) - The Group had no pledged assets or capital commitments in both the current and prior years[37](index=37&type=chunk)[39](index=39&type=chunk) [Material Investments Held, Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies, and Plans for Material Investments or Capital Assets](index=13&type=section&id=Material%20Investments%20Held%2C%20Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Affiliated%20Companies%2C%20and%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) The Company held no material investments and undertook no material acquisitions or disposals of subsidiaries or affiliated companies during the year, with no other future plans for material investments or capital assets beyond disclosed fundraising activities as of the reporting period end - During the current year, the Company held no material investments, nor did it undertake any material acquisitions or disposals of subsidiaries or affiliated companies[42](index=42&type=chunk) - As of March 31, 2025, other than the disclosed fundraising activities, the Company had no future plans for any material investments or capital assets[43](index=43&type=chunk) [Employees and Remuneration Policy](index=13&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group's employee count decreased to 687, with total staff costs also declining to approximately HKD 44.4 million, while the Group offers competitive remuneration and training, and rewards employee contributions through a share option scheme - As of March 31, 2025, the Group had **687 employees**, a decrease from **925** last year[44](index=44&type=chunk) - Total staff costs (including directors' remuneration) for the current year were approximately **HKD 44.4 million**, compared to **HKD 67.0 million** last year[44](index=44&type=chunk) - The Group offers competitive remuneration packages and internal training courses, and grants share options to eligible participants under the share option scheme to reward contributions[44](index=44&type=chunk) [Fundraising Activities](index=13&type=section&id=Fundraising%20Activities) The subscription generated gross proceeds of approximately HKD 68.5 million and net proceeds of approximately HKD 67.5 million, all of which have been fully utilized for the Group's general working capital as of March 31, 2025, with approximately HKD 0.96 million utilized during the current year - The subscription generated gross proceeds of approximately **HKD 68.5 million** and net proceeds of approximately **HKD 67.5 million**[45](index=45&type=chunk) - As of March 31, 2025, all proceeds have been fully utilized for the Group's general working capital, with approximately **HKD 0.96 million** utilized during the current year[45](index=45&type=chunk) Corporate Governance Report [Corporate Governance Practices](index=14&type=section&id=Corporate%20Governance%20Practices) The Company is committed to high corporate governance standards, adopting the GEM Listing Rules' Corporate Governance Code and complying with all provisions except for the non-separation of Chairman and CEO roles, aiming to become a leading boutique cross-border fund company by providing sustainable returns through strategic planning, professional services, and enhanced communication - The Company has adopted the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules and has complied with the applicable code provisions throughout the current year, except for code provision C.2.1 (separation of Chairman and Chief Executive Officer roles)[46](index=46&type=chunk)[47](index=47&type=chunk) - The Group's vision is to become a leading boutique cross-border fund company, providing sustainable and substantial operating returns to stakeholders through strategic planning and collaboration, professional expertise, and enhanced services[48](index=48&type=chunk) - The Board is committed to regularly reviewing and adjusting business strategies in response to market conditions to promptly meet market demands and achieve long-term sustainable development[49](index=49&type=chunk) [Board of Directors](index=15&type=section&id=Board%20of%20Directors) The Board is responsible for leading and overseeing the Company, monitoring business operations, and approving strategic plans, comprising seven members including three executive, one non-executive, and three independent non-executive directors, with a diversity policy in place to achieve gender parity by the end of 2026 - The Board is primarily responsible for leading and overseeing the Company, monitoring and supervising the Group's business operations, approving strategic plans, and monitoring the Group's performance[50](index=50&type=chunk) - The Board comprises seven members, including three executive directors, one non-executive director, and three independent non-executive directors[51](index=51&type=chunk) - The Company has adopted a Board Diversity Policy, considering factors such as gender, cultural and educational background, experience, skills, knowledge, and length of service, with a target to achieve gender parity by the end of 2026[51](index=51&type=chunk)[52](index=52&type=chunk) [Nomination Policy](index=16&type=section&id=Nomination%20Policy) The Company has adopted a nomination policy providing written guidelines for the Nomination Committee to identify qualified board members, ensuring the Board possesses the necessary skills, experience, and diverse perspectives for the Group's business, with the Board ultimately responsible for selecting and appointing new directors - The Company has adopted a Nomination Policy to provide written guidelines for the Nomination Committee to identify qualified board members[54](index=54&type=chunk) - The Board, through the Nomination Committee, ensures that the Board possesses the skills, experience, and diverse perspectives required for the Group's business[54](index=54&type=chunk) [Dividend Policy](index=16&type=section&id=Dividend%20Policy) The Company has adopted a dividend policy where the Board considers financial performance, cash flow, debt levels, shareholder equity, business strategy, market conditions, and legal restrictions to determine dividend payments and amounts, which must comply with Cayman Islands company law and articles and be approved by shareholders - Dividend policy considerations include the Group's financial performance, cash flow, liquidity, debt levels, retained earnings, shareholder equity, business operations, market conditions, shareholder expectations, lender restrictions, and legal and regulatory requirements[55](index=55&type=chunk) - The Board has sole discretion to decide whether and in what form to pay dividends, subject to compliance with the Cayman Islands Companies Act and other applicable laws, rules, and articles[56](index=56&type=chunk) - Any final dividend must be approved by shareholders by ordinary resolution at the annual general meeting and shall not exceed the amount recommended by the Board[56](index=56&type=chunk) [Chairman and Chief Executive Officer](index=17&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) The Chairman leads the Board and ensures effective agendas, with the Corporate Governance Code requiring separation of Chairman and CEO roles; however, since the CEO's resignation in August 2020, no new CEO has been appointed, but various business segments are overseen by staff at the subsidiary level - The Chairman is responsible for leading the Board and ensuring a productive agenda[58](index=58&type=chunk) - According to Corporate Governance Code Provision C.2.1, the roles of Chairman and Chief Executive Officer should be separate and not performed by the same individual[58](index=58&type=chunk) - Since the resignation of the Chief Executive Officer in August 2020, the Company has not appointed any senior officer to the position of Chief Executive Officer, but various employees are appointed at the subsidiary level to oversee operations of each business segment[58](index=58&type=chunk) [Non-Executive Directors and Independent Non-Executive Directors](index=17&type=section&id=Non-Executive%20Directors%20and%20Independent%20Non-Executive%20Directors) The Company complies with GEM Listing Rules by appointing at least three independent non-executive directors, with at least one possessing professional accounting or financial management expertise, and the Board considers them independent of management, contributing professional knowledge to decisions, with all independent non-executive directors having confirmed their independence - The Company complies with the GEM Listing Rules by appointing at least three independent non-executive directors, comprising at least one-third of the Board, with at least one possessing appropriate professional qualifications, or professional accounting or related financial management expertise[59](index=59&type=chunk) - The Board considers independent non-executive directors to be independent of management and to contribute relevant professional knowledge to Board decisions[59](index=59&type=chunk) - The Company has received annual confirmations of independence from each independent non-executive director and considers all independent non-executive directors to be independent[59](index=59&type=chunk) [Appointment and Re-election of Directors](index=17&type=section&id=Appointment%20and%20Re-election%20of%20Directors) Non-executive and independent non-executive directors serve initial three-year terms, renewable annually, with one-third of directors retiring by rotation and eligible for re-election at each annual general meeting, while any director appointed by the Board serves until the next general meeting or annual general meeting, where they are eligible for re-election - Each non-executive director and independent non-executive director has entered into a service contract with the Company for an initial term of three years, renewable annually thereafter[60](index=60&type=chunk) - At each annual general meeting, one-third of the directors then in office shall retire by rotation and, if eligible, offer themselves for re-election[60](index=60&type=chunk) - Any director appointed by the Board to fill a casual vacancy or as an addition to the Board shall hold office only until the next general meeting or the next annual general meeting of the Company following their appointment, and shall then be eligible for re-election[61](index=61&type=chunk) [Directors' Training and Continuous Professional Development](index=18&type=section&id=Directors%27%20Training%20and%20Continuous%20Professional%20Development) All new directors receive formal induction to ensure understanding of company business and director responsibilities, with ongoing updates on statutory and regulatory frameworks and participation in professional development activities, including reading materials and workshops, completed by all directors this year - Each new director receives a formal, comprehensive, and tailored induction upon initial appointment to ensure a proper understanding of the Company's business and directors' responsibilities[62](index=62&type=chunk) - Directors continuously receive updated information on statutory and regulatory frameworks and the business environment, and participate in ongoing briefings and professional development activities[62](index=62&type=chunk) Directors' Training Types | Director Name | Reading and/or Online Training | Workshops and/or Seminars | | :--- | :--- | :--- | | **Executive Directors** | | | | Mr. Song Xiaoming | ✓ | ✓ | | Ms. Song Shiqing | ✓ | ✓ | | Mr. Su Congyue | ✓ | ✓ | | **Non-Executive Director** | | | | Mr. Lam Wing Yiu | ✓ | ✓ | | **Independent Non-Executive Directors** | | | | Mr. Li Zhongfei | ✓ | | | Mr. Zhao Jinsong | ✓ | | | Mr. Liu Chengwei | ✓ | | [Corporate Governance Functions](index=19&type=section&id=Corporate%20Governance%20Functions) The Board is responsible for formulating and reviewing corporate governance policies and practices, overseeing director and senior management training, ensuring compliance with legal and regulatory requirements, and establishing and monitoring codes of conduct, having reviewed and monitored the company's policies, training, compliance procedures, and codes of conduct - The Board is responsible for formulating and reviewing the Company's corporate governance policies and practices, and making recommendations to the Board[66](index=66&type=chunk) - The Board is responsible for reviewing and monitoring the training and continuous professional development of directors and senior management, as well as the Company's policies and practices on compliance with legal and regulatory requirements[66](index=66&type=chunk) - The Board has reviewed and monitored the Company's corporate governance policies and practices, the training of directors and senior management, policies on legal and regulatory compliance, the code of conduct, and the disclosure in the corporate governance report[64](index=64&type=chunk) [Directors' Insurance](index=19&type=section&id=Directors%27%20Insurance) The Company has procured appropriate insurance for all directors to protect them against potential legal proceedings arising from their duties - The Company has purchased appropriate insurance for all directors in respect of their duties[65](index=65&type=chunk) [Board Meetings](index=20&type=section&id=Board%20Meetings) Five Board meetings were held this year, with regular discussions on strategy, operations, and financial performance, supported by timely and sufficient information from management and the company secretary, ensuring informed decisions, and the Chairman also held one meeting with independent non-executive directors - Five Board meetings were held during the current year, meeting the Corporate Governance Code requirement of at least four regular meetings annually[67](index=67&type=chunk) - Board members hold meetings regularly and as needed to discuss the Group's overall strategy and its operational and financial performance[67](index=67&type=chunk) Board and Committee Meeting Attendance Details | Director Name | Board Meetings | Audit Committee Meetings | Remuneration Committee Meetings | Nomination Committee Meetings | General Meetings | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Song Xiaoming | 5/5 | N/A | N/A | 1/1 | 1/1 | | Ms. Song Shiqing | 5/5 | N/A | N/A | N/A | 1/1 | | Mr. Su Congyue | 5/5 | N/A | N/A | N/A | 1/1 | | Mr. Lam Wing Yiu | 5/5 | N/A | N/A | N/A | 1/1 | | Mr. Li Zhongfei | 4/5 | 3/3 | 1/1 | 1/1 | 1/1 | | Mr. Zhao Jinsong | 4/5 | 3/3 | 1/1 | 1/1 | 1/1 | | Mr. Liu Chengwei | 3/5 | 2/3 | 1/1 | 1/1 | 1/1 | [Board Committees](index=21&type=section&id=Board%20Committees) The Board has established an Audit Committee, Remuneration Committee, and Nomination Committee, each with clear written terms of reference and sufficient resources to fulfill their duties, assisting the Board in overseeing senior management functions, nominating directors, and reviewing board composition - The Board has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, each with clearly defined written terms of reference[69](index=69&type=chunk) - Each committee is provided with sufficient resources to discharge its duties, including obtaining management or professional advice when deemed necessary[69](index=69&type=chunk) [Audit Committee](index=22&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, advises on auditor appointment and removal, evaluates internal controls and risk management, reviews financial statements, and monitors compliance, having held four meetings this year to review financial statements, interim results, and internal controls, and met with external auditors - The Audit Committee comprises three independent non-executive directors: Mr. Zhao Jinsong (Chairman), Mr. Li Zhongfei, and Mr. Liu Chengwei[71](index=71&type=chunk) - Its primary responsibilities include advising on the appointment and removal of external auditors, evaluating internal control and risk management frameworks, reviewing financial statements, and monitoring compliance[71](index=71&type=chunk) - Four meetings were held this year to review annual and interim financial statements, internal controls, and risk management, and to meet with external auditors to discuss audit matters[71](index=71&type=chunk) [Auditor's Remuneration](index=22&type=section&id=Auditor%27s%20Remuneration) The Audit Committee is responsible for considering the appointment and re-election of external auditors, with the Group engaging Grant Thornton Hong Kong Limited this year, whose audit service fees increased to HKD 650 thousand - The Audit Committee is responsible for considering the appointment and re-election of the Company's external auditor[73](index=73&type=chunk) Auditor's Remuneration (HKD in thousands) | Service Type | 2025 (HKD in thousands) | 2024 (HKD in thousands) | | :--- | :--- | :--- | | Audit Services | 650 | 600 | [Responsibilities of Directors and Auditors for Consolidated Financial Statements](index=22&type=section&id=Responsibilities%20of%20Directors%20and%20Auditors%20for%20Consolidated%20Financial%20Statements) The Board is responsible for preparing financial statements that truly and fairly reflect the Group's affairs and implementing necessary internal controls, while the auditors are responsible for obtaining reasonable assurance that the financial statements are free from material misstatement and issuing an audit opinion - The Board is responsible for preparing financial statements that give a true and fair view of the Group's affairs and for implementing internal controls as the directors determine necessary[74](index=74&type=chunk) - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes their opinion[199](index=199&type=chunk) [Remuneration Committee](index=23&type=section&id=Remuneration%20Committee) The Remuneration Committee, comprising three independent non-executive directors, advises the Board on remuneration policies and structures for directors and senior management, determining specific remuneration packages based on responsibilities, workload, individual performance, and company results, having held one meeting this year to make recommendations - The Remuneration Committee comprises three members: Mr. Li Zhongfei (Chairman), Mr. Zhao Jinsong, and Mr. Liu Chengwei[76](index=76&type=chunk) - Its primary responsibilities are to advise the Board on the remuneration policy and structure for the Group's directors and senior management, and to determine specific remuneration packages[76](index=76&type=chunk) - Remuneration is determined by reference to the directors' and senior management's responsibilities, workload, individual performance, time devoted to the Group, and the Group's performance[76](index=76&type=chunk) [Nomination Committee](index=23&type=section&id=Nomination%20Committee) The Nomination Committee, composed of Mr. Song Xiaoming (Chairman), Mr. Li Zhongfei, and Mr. Zhao Jinsong, primarily advises the Board on director appointments and candidates to fill board vacancies, having held one meeting this year to review board structure, size, and composition, and assess the independence of independent non-executive directors - The Nomination Committee comprises three members: Mr. Song Xiaoming (Chairman), Mr. Li Zhongfei, and Mr. Zhao Jinsong[77](index=77&type=chunk) - Its primary responsibility is to advise the Board on the appointment of directors and candidates to fill Board vacancies[77](index=77&type=chunk) - One meeting was held this year to review the Board's structure, size, and composition, assess the independence of independent non-executive directors, and make recommendations on the appointment of new directors and the composition of Board committees[77](index=77&type=chunk) [Company Secretary](index=24&type=section&id=Company%20Secretary) Ms. Li Xin has served as Company Secretary since February 1, 2022, advising the Board on corporate governance, ensuring policy and regulatory compliance, and facilitating communication between directors and management, possessing over 10 years of experience in accounting, auditing, finance, and company secretarial matters, and having completed over 15 hours of professional training this year - Ms. Li Xin has served as Company Secretary since February 1, 2022, responsible for advising the Board on corporate governance matters and ensuring compliance with Board policies and procedures, as well as applicable laws, rules, and regulations[80](index=80&type=chunk) - Ms. Li holds a Bachelor of Accounting degree from Macquarie University, is a member of the Hong Kong Institute of Certified Public Accountants and CPA Australia, and has over 10 years of experience in accounting, auditing, finance, and company secretarial matters[80](index=80&type=chunk) - During the current year, the Company Secretary complied with GEM Listing Rule 5.15 by undertaking over **15 hours** of relevant professional training[80](index=80&type=chunk) [Senior Management Remuneration](index=24&type=section&id=Senior%20Management%20Remuneration) The Group's senior management (excluding directors) remuneration range for the current year shows 3 individuals earning between zero and HKD 1,000,000, with the total number of senior management remaining consistent with the previous year, but with a shift in remuneration distribution Senior Management Remuneration Range (Number of Individuals) | Remuneration Range | 2025 (Number of Individuals) | 2024 (Number of Individuals) | | :--- | :--- | :--- | | HKD 2,000,001 to HKD 3,000,000 | – | 1 | | HKD 1,000,001 to HKD 2,000,000 | – | 1 | | Zero to HKD 1,000,000 | 3 | 1 | | **Total** | **3** | **3** | [Risk Management and Internal Control](index=24&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board continuously oversees the Group's risk management and internal control systems, and in response to past disclosure omissions, has established a compliance, internal control, and financial reporting team to develop and strengthen control measures, including improved reporting systems, integrated financial reporting workflows, regular training, and fund thresholds, to prevent future recurrences, with the Board reviewing system effectiveness through the Audit Committee and engaging independent consultants for internal reviews - The Board acknowledges its responsibility for continuously overseeing the Group's risk management and internal control systems and reviewing their effectiveness[82](index=82&type=chunk) - In response to past disclosure omissions, the Group has established a team comprising compliance, internal control, and financial reporting personnel, responsible for formulating financial operational and compliance control measures and regularly reviewing their effectiveness[83](index=83&type=chunk) - The Group has implemented several measures to strengthen internal controls, including improving the written reporting system, developing integrated financial reporting workflows, providing regular legal and regulatory training, setting fund thresholds, and enhancing review procedures for significant transactions[83](index=83&type=chunk)[86](index=86&type=chunk) [Inside Information Policy](index=27&type=section&id=Inside%20Information%20Policy) The Group has adopted an inside information policy to ensure internal personnel comply with confidentiality requirements and disclosure obligations, providing guidance on reporting and handling procedures for potential inside information, ensuring strict confidentiality before full public disclosure, and requiring senior management review and approval to prevent false or misleading information - The Group has adopted an Inside Information Policy to ensure internal personnel comply with confidentiality requirements and fulfill their obligations to disclose inside information[87](index=87&type=chunk) - The policy provides guidance on reporting systems and handling procedures for potential inside information, ensuring strict confidentiality before full public disclosure[87](index=87&type=chunk) - Information contained in announcements is reviewed and approved by the Group's senior management to ensure no false or misleading information is reported[87](index=87&type=chunk) [Communication with Shareholders and Investors and Investor Relations](index=27&type=section&id=Communication%20with%20Shareholders%20and%20Investors%20and%20Investor%20Relations) The Company employs two-way communication channels, providing comprehensive, timely, and easily understandable information to shareholders and investors through annual, interim, and quarterly reports, announcements, and its website, encouraging shareholder attendance at general meetings and maintaining a website for the latest business and financial updates to foster effective communication - The Company employs two-way communication channels to inform shareholders and investors about its performance, business, and strategy[88](index=88&type=chunk) - The Company has adopted a Shareholder Communication Policy aimed at ensuring shareholders and potential investors have timely access to comprehensive, equal, and easily understandable information about the Company[88](index=88&type=chunk) - The Company maintains a website, www.greatwalle.cn, which contains information on its latest business operations and developments, financial information, corporate governance practices, and other publicly available information[88](index=88&type=chunk) [Shareholders' Rights](index=27&type=section&id=Shareholders%27%20Rights) Shareholders holding at least one-tenth of the company's paid-up share capital with voting rights can requisition an extraordinary general meeting, and may submit proposals to the Board or Company Secretary by mail, while director nominations require written notice within a specified period - An extraordinary general meeting shall be convened upon the requisition of one or more shareholders holding not less than one-tenth of the paid-up share capital of the Company carrying the right to vote at general meetings[91](index=91&type=chunk) - Shareholders may make enquiries and proposals to be tabled at a general meeting for shareholders' consideration by post to the Board or the Company Secretary[92](index=92&type=chunk) - Nominations for directors must be submitted in writing to the Company's head office or registered office within a period not earlier than the day after the dispatch of the notice of the general meeting and not later than 14 days before the date of the general meeting[93](index=93&type=chunk) [Information Disclosure](index=28&type=section&id=Information%20Disclosure) The Company discloses information in accordance with SEHK Listing Rules, regularly publishing reports and announcements to ensure timely, fair, accurate, true, and complete disclosure, enabling shareholders, investors, and the public to make informed decisions - The Company discloses information in accordance with the SEHK Listing Rules and publishes periodic reports and announcements to the public in accordance with relevant laws and regulations[94](index=94&type=chunk) - The primary objective is to ensure timely, fair, accurate, true, and complete disclosure of information to enable shareholders, investors, and the public to make rational and informed decisions[94](index=94&type=chunk) [Shareholder Enquiries](index=28&type=section&id=Shareholder%20Enquiries) Enquiries regarding Board matters should be submitted in writing to the Company's principal place of business in Hong Kong, addressed to the Company Secretary, while registered shareholders can contact the Hong Kong share registrar for share registration matters - For matters concerning the Board, all enquiries should be made in writing and sent by post to the Company's principal place of business in Hong Kong, marked for the attention of the Company Secretary[95](index=95&type=chunk) - For share registration matters, registered shareholders of the Company may contact the Hong Kong share registrar[95](index=95&type=chunk) [Constitutional Documents](index=28&type=section&id=Constitutional%20Documents) There were no material changes to the Company's constitutional documents during the current year - There were no material changes to the Company's constitutional documents during the current year[96](index=96&type=chunk) Directors' Biographies [Executive Directors](index=29&type=section&id=Executive%20Directors) Mr. Song Xiaoming is the Chairman and controlling shareholder, founder of Shenzhen Great Wall Huili Asset Management Co., Ltd., holding a Bachelor of Economics and EMBA. Ms. Song Shiqing is an Executive Director, Compliance Officer, and Authorized Representative, with an MBA. Mr. Su Congyue is an Executive Director, holding an MBA and Bachelor of Political Science, with extensive experience in aviation and asset management - Mr. Song Xiaoming (51) is an Executive Director, Chairman of the Board, and controlling shareholder, founder of Shenzhen Great Wall Huili Asset Management Co., Ltd., holding a Bachelor of Economics from Sun Yat-sen University and an Executive Master of Business Administration from Tsinghua University and Singapore Management University[97](index=97&type=chunk) - Ms. Song Shiqing (35) is an Executive Director, Compliance Officer, and Authorized Representative, holding a Master of Business Administration degree from Sun Yat-sen University, and previously served as a supervisor at Great Wall Huili Investment and an editor at CCTV-2 Finance Channel[98](index=98&type=chunk) - Mr. Su Congyue (54) is an Executive Director, holding a Master of Business Administration degree from City University of Seattle and a Bachelor of Political Science degree from Jilin University, and previously held senior executive positions at China Southern Airlines Company Limited[99](index=99&type=chunk) [Non-Executive Director](index=30&type=section&id=Non-Executive%20Director) Mr. Lam Wing Yiu (46) was appointed as a Non-Executive Director on June 27, 2024, possessing over 15 years of experience in credit control and risk management, currently serving as Head of Credit and Risk Control at Emperor Capital Group Limited, and is a certified Financial Risk Manager - Mr. Lam Wing Yiu (46) was appointed as a Non-Executive Director on June 27, 2024, possessing over **15 years** of experience in credit control and risk management[100](index=100&type=chunk) - Mr. Lam currently serves as the Head of Credit and Risk Control at Emperor Capital Group Limited and is a certified Financial Risk Manager (FRM)[100](index=100&type=chunk) - Mr. Lam holds a Bachelor of Commerce in Finance and Economics from the University of Wollongong and a Master of Commerce in Fund Management from the University of New South Wales[101](index=101&type=chunk) [Independent Non-Executive Directors](index=30&type=section&id=Independent%20Non-Executive%20Directors) Mr. Li Zhongfei (61) is an Independent Non-Executive Director and a Chair Professor of Finance at the Southern University of Science and Technology Business School, holding Bachelor of Science, Master's, and Ph.D. in Management degrees. Mr. Zhao Jinsong (49) is an Independent Non-Executive Director, formerly a Director at the Shenzhen Special Commissioner's Office of the National Audit Office of the People's Republic of China, holding Bachelor of International Finance and Master of Finance degrees, and is a Fellow of ACCA and a Financial Risk Manager. Mr. Liu Chengwei (47) is an Independent Non-Executive Director and a Professor at the China University of Political Science and Law's Institute of Comparative Law, holding Bachelor of Law, Master's, and Ph.D. degrees - Mr. Li Zhongfei (61) is an Independent Non-Executive Director and a Chair Professor of Finance at the Southern University of Science and Technology Business School, holding a Bachelor of Science, a Master's, and a Ph.D. in Management[102](index=102&type=chunk) - Mr. Zhao Jinsong (49) is an Independent Non-Executive Director, formerly a Director at the Shenzhen Special Commissioner's Office of the National Audit Office of the People's Republic of China, holding a Bachelor of International Finance and a Master of Finance, and is recognized as a Fellow of the Association of Chartered Certified Accountants and a Financial Risk Manager[102](index=102&type=chunk) - Mr. Liu Chengwei (47) is an Independent Non-Executive Director and a Professor at the China University of Political Science and Law's Institute of Comparative Law, holding a Bachelor of Law, a Master's, and a Ph.D. in Law[103](index=103&type=chunk) Directors' Report [Principal Place of Business](index=31&type=section&id=Principal%20Place%20of%20Business) The Company's principal place of business is located at Unit 3502, 35/F, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong - The address of the Company's principal place of business is Unit 3502, 35/F, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong[106](index=106&type=chunk) [Principal Activities](index=31&type=section&id=Principal%20Activities) The Company is an investment holding company, with details of its subsidiaries' principal activities provided in Notes 1 and 26 to the consolidated financial statements - The Company is an investment holding company[107](index=107&type=chunk) - Details of the principal activities of the Company and its subsidiaries are set out in Notes 1 and 26 to the consolidated financial statements, respectively[107](index=107&type=chunk) [Business Review](index=31&type=section&id=Business%20Review) The Group's business review for the current year and discussions on future business development are presented in the "Chairman's Statement" and "Management Discussion and Analysis" sections, with details on key risks, uncertainties, and financial risk management provided in the Directors' Report and Note 3 to the consolidated financial statements - The Group's business review for the current year and discussions on the Group's future business development are set out in the "Chairman's Statement" on page 4 and the "Management Discussion and Analysis" section on pages 5 to 12 of this annual report, respectively[108](index=108&type=chunk) - Descriptions of the Group's key risks and uncertainties, and financial risk management and fair value measurements are set out in the Directors' Report on pages 30 to 45 and Note 3 to the consolidated financial statements of this annual report[108](index=108&type=chunk) [Results and Appropriations](index=31&type=section&id=Results%20and%20Appropriations) The Group's results and financial position for the current year are presented in the consolidated financial statements, and the Board does not recommend a final dividend for the year, consistent with the previous year - The Group's results for the current year and the state of the Group's affairs as at March 31, 2025 are set out in the consolidated financial statements on pages 52 to 54 of this annual report[109](index=109&type=chunk) - The Board does not recommend the payment of a final dividend for the current year (2024: nil)[110](index=110&type=chunk) [Five-Year Financial Summary](index=31&type=section&id=Five-Year%20Financial%20Summary) A summary of the Group's results, assets, and liabilities for the past five financial years is provided on page 114 - A summary of the Group's results, assets, and liabilities for the past five financial years is set out on page 114[111](index=111&type=chunk) [Environmental Policy and Performance](index=31&type=section&id=Environmental%20Policy%20and%20Performance) The Group recognizes the importance of environmental protection for long-term sustainable development, is committed to improving environmental sustainability, and closely monitors related performance, with its Environmental, Social and Governance Report to be published on its website concurrently with this annual report - The Group recognizes the importance of environmental protection for pursuing long-term sustainable development and is committed to improving environmental sustainability and closely monitoring related performance[112](index=112&type=chunk) - In accordance with Appendix 20 to the GEM Listing Rules, the Company's Environmental, Social and Governance Report will be published on its website concurrently with the release of this annual report[112](index=112&type=chunk) [Litigation](index=31&type=section&id=Litigation) To the best knowledge and belief of the Directors, the Group is not involved in any material legal proceedings, nor are there any material legal proceedings or claims pending or threatened against it, other than those disclosed - To the best knowledge and belief of the Directors, save as disclosed, the Group is not involved in any material legal proceedings, nor are there any material legal proceedings or claims pending or threatened against it[113](index=113&type=chunk) [Compliance with Relevant Laws and Regulations](index=32&type=section&id=Compliance%20with%20Relevant%20Laws%20and%20Regulations) To the best knowledge of the Directors, the Group has complied in all material respects with relevant laws and regulations significantly affecting its business and operations, with no serious breaches or non-compliance occurring during the current year or up to the date of this annual report - To the best knowledge of the Directors, the Group has complied in all material respects with relevant laws and regulations that have a significant impact on the Group's business and operations[114](index=114&type=chunk) - During the current year and up to the date of this annual report, there have been no serious breaches or non-compliance with applicable laws and regulations by the Group[114](index=114&type=chunk) [Key Relationships with Employees, Customers and Suppliers](index=32&type=section&id=Key%20Relationships%20with%20Employees%2C%20Customers%20and%20Suppliers) The Group maintains good relationships with employees, customers, and suppliers, offering competitive salaries, bonuses, and annual reviews to employees, establishing stable relationships with Chinese customers (including state-owned enterprises) by providing quality services and actively following up on feedback, and maintaining communication with suppliers to obtain feedback and suggestions - The Group maintains good relationships with its employees, offering competitive salaries, bonuses, and other cash allowances, and has an annual review mechanism to assess performance[115](index=115&type=chunk) - The Group has established stable relationships with its Chinese customers (including state-owned enterprises and property management companies), committed to providing quality services and actively following up on customer feedback[116](index=116&type=chunk) - The Group maintains contact with its suppliers, communicating through phone calls, emails, and on-site meetings to obtain their feedback and suggestions[117](index=117&type=chunk) [Property, Plant and Equipment](index=32&type=section&id=Property%2C%20Plant%20and%20Equipment) Details of changes in the Group's property, plant and equipment during the current year are provided in Note 14 to the consolidated financial statements - Details of changes in the Group's property, plant and equipment during the current year are set out in Note 14 to the consolidated financial statements[118](index=118&type=chunk) [Key Risks and Uncertainties](index=33&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces key risks including external uncertainties such as a potential economic downturn in China, and human resource risks in labor-intensive industries like security and property management, as well as intense competition and talent retention challenges in the asset management sector, with further details on financial risks in Note 3 to the consolidated financial statements - The Group's operations are located in China, and external uncertainties such as a potential economic downturn in China may have a significant adverse impact on the Group's performance[120](index=120&type=chunk) - Security guard and property management are labor-intensive industries with relatively high employee turnover; the asset management industry is highly competitive and faces the risk of inability to attract and retain talent[121](index=121&type=chunk) - Details of financial risks are set out in Note 3 to the consolidated financial statements[122](index=122&type=chunk) [Charitable Donations](index=33&type=section&id=Charitable%20Donations) The Group made no charitable donations during the current year, consistent with the previous year - The Group made no charitable donations during the current year (2024: nil)[123](index=123&type=chunk) [Directors' Remuneration Policy](index=33&type=section&id=Directors%27%20Remuneration%20Policy) The Remuneration Committee is responsible for reviewing the Group's remuneration policy and the structure of directors' remuneration, which is determined by reference to economic conditions, market conditions, responsibilities, duties, and individual performance of each director - The Remuneration Committee has been established to review the Group's remuneration policy and the remuneration structure for the Group's directors[124](index=124&type=chunk) - Directors' remuneration is determined by reference to economic conditions, market conditions, the responsibilities and duties undertaken by each director, and their individual performance[124](index=124&type=chunk) [Share Capital and Share Premium](index=33&type=section&id=Share%20Capital%20and%20Share%20Premium) As of March 31, 2025, the Company's total issued share capital comprised 581,442,248 ordinary shares of HKD 0.01 each, with details of changes in share capital and share premium during the year provided in Notes 19 and 20 to the consolidated financial statements - As of March 31, 2025, the Company's total issued share capital comprised **581,442,248** ordinary shares of the Company with a par value of **HKD 0.01** each[125](index=125&type=chunk) - Details of changes in the Company's share capital and share premium during the current year are set out in Notes 19 and 20 to the consolidated financial statements, respectively[126](index=126&type=chunk) [Equity-Linked Agreements](index=34&type=section&id=Equity-Linked%20Agreements) Other than those disclosed in the "Share Option Scheme" section, the Company did not enter into any equity-linked agreements during the current year - Other than those disclosed in the "Share Option Scheme" section, the Company did not enter into any equity-linked agreements during the current year[128](index=128&type=chunk) [Dividends](index=34&type=section&id=Dividends) The Board does not recommend a final dividend to the Company's shareholders for the current year, consistent with the previous year - The Board does not recommend the payment of a final dividend to the Company's shareholders for the current year (2024: nil)[129](index=129&type=chunk) [Permitted Indemnity Provisions](index=34&type=section&id=Permitted%20Indemnity%20Provisions) The Company has purchased appropriate insurance for its directors and senior management to indemnify them against legal proceedings arising from corporate activities, and under the articles, directors are indemnified from company assets for actions taken in their duties, excluding fraud or dishonesty - The Company has made appropriate insurance arrangements for its directors and senior management against legal proceedings that may arise from corporate activities[130](index=130&type=chunk) - In accordance with the articles of association, each director shall be indemnified out of the Company's assets against all actions, costs, losses, etc., incurred or suffered by them in the execution of their duties, except for those incurred due to fraud or dishonesty[130](index=130&type=chunk) [Management Contracts](index=34&type=section&id=Management%20Contracts) No management contracts involving the whole or any substantial part of the Company's business were entered into or existed during the current year - No management contracts involving the whole or any substantial part of the Company's business were entered into or existed during the current year[131](index=131&type=chunk) [Directors' and Controlling Shareholders' Material Interests in Significant Transactions, Arrangements and Contracts](index=34&type=section&id=Directors%27%20and%20Controlling%20Shareholders%27%20Material%20Interests%20in%20Significant%20Transactions%2C%20Arrangements%20and%20Contracts) Other than disclosed related party transactions, neither the Company nor its subsidiaries entered into any significant transactions, arrangements, or contracts in which directors, entities connected with directors, controlling shareholders, or their subsidiaries had a material interest at the end of or at any time during the year, nor were there any significant contracts for services provided by controlling shareholders to the Company - Other than those disclosed in the "Related Party Transactions" section and Note 29 to the consolidated financial statements, no significant transactions, arrangements, or contracts to which the Company or any of its subsidiaries was a party, and in which a director or an entity connected with a director had a material direct or indirect interest, subsisted at the end of the current year or at any time during the year[132](index=132&type=chunk) - During the current year, neither the Company nor any of its subsidiaries entered into any significant contracts with a controlling shareholder or any of its subsidiaries[133](index=133&type=chunk) [Directors](index=34&type=section&id=Directors) Directors serving during the current year and up to the date of this annual report include Executive Directors Mr. Song Xiaoming (Chairman), Ms. Song Shiqing, Mr. Su Congyue, Non-Executive Director Mr. Lam Wing Yiu (appointed June 27, 2024), and Independent Non-Executive Directors Mr. Li Zhongfei, Mr. Zhao Jinsong, Mr. Liu Chengwei, with Mr. Zhong Man Lai having resigned on June 27, 2024, and Ms. Song Shiqing, Mr. Su Congyue, and Mr. Li Zhongfei retiring by rotation and seeking re-election at the upcoming AGM - Directors serving during the current year and up to the date of this annual report include Executive Directors Mr. Song Xiaoming (Chairman), Ms. Song Shiqing, and Mr. Su Congyue[134](index=134&type=chunk) - Non-Executive Director Mr. Lam Wing Yiu was appointed on June 27, 2024, and Independent Non-Executive Directors include Mr. Li Zhongfei, Mr. Zhao Jinsong, and Mr. Liu Chengwei[135](index=135&type=chunk) - Ms. Song Shiqing, Mr. Su Congyue, and Mr. Li Zhongfei will retire by rotation at the Company's upcoming annual general meeting and, being eligible, offer themselves for re-election as directors[135](index=135&type=chunk) [Remuneration of Directors and Five Highest Paid Individuals](index=35&type=section&id=Remuneration%20of%20Directors%20and%20Five%20Highest%20Paid%20Individuals) The Remuneration Committee reviews the directors' remuneration policy, with compensation determined by economic and market conditions, duties, and individual performance, and details of remuneration for directors and the Group's five highest-paid individuals are in Note 10 to the consolidated financial statements, with Mr. Song Xiaoming and Ms. Song Shiqing having waived their director's fees this year - The Remuneration Committee was established to review the Group's remuneration policy and the remuneration structure for all directors of the Group[136](index=136&type=chunk) - Directors' remuneration is determined by reference to economic conditions, market conditions, the duties and responsibilities of each director, and their individual performance[136](index=136&type=chunk) - This year, Mr. Song Xiaoming and Ms. Song Shiqing waived director's fees of **HKD 450,000** and **HKD 360,000**, respectively[137](index=137&type=chunk) [Sufficiency of Public Float](index=35&type=section&id=Sufficiency%20of%20Public%20Float) Based on publicly available information and to the best knowledge of the Directors, the Company has maintained a sufficient public float for its shares as required by the GEM Listing Rules throughout the current year and up to the date of this annual report - Based on publicly available information of the Company and to the best knowledge of the Directors, the Directors confirm that the Company has maintained a sufficient public float for its shares as required by the GEM Listing Rules throughout the current year and up to the date of this annual report[138](index=138&type=chunk) [Reserves](index=35&type=section&id=Reserves) Details of changes in the Group's reserves are presented in the consolidated statement of changes in equity, with the Company's distributable capital deficit increasing to approximately HKD 58.0 million as of March 31, 2025, from HKD 51.0 million last year - Details of changes in the Group's reserves are set out in the consolidated statement of

Financial Performance - For the year ended March 31, 2025, the Group recorded consolidated revenue of approximately HK$48,246,000, a decrease of 12.4% from HK$55,294,000 in 2024[14] - Gross profit for the year was HK$7,445,000, with a gross profit margin decrease of 2% due to increased market competition in both business segments[14] - The net loss for the year was approximately HK$1,455,000, significantly reduced from a net loss of approximately HK$33,704,000 in 2024, primarily due to a reversal of impairment loss of HK$6,483,000 and a gain on extinguishment of financial liabilities of HK$27,474,000[15] - The convergence media business recorded a revenue of approximately HK$36,898,000 for the year ended 31 March 2025, a decline of 25.8% from approximately HK$49,696,000 in 2024[26][27] Business Development and Strategy - Revenue from the titanium dioxide distribution business in China was approximately HK$11,348,000, up 102.7% from HK$5,598,000 in the previous year, indicating early-stage commercial deployment of DGDB-related solutions[18] - The Group aims to ramp up coal production in Mongolia to 2 million tons per year, with a long-term goal of 5 million tons per year upon completion of transportation infrastructure[24] - The strategic cooperation agreement for the coal mine in Mongolia enhances the Group's position in mining processing technology and integrates mobile DGDB operations with pit-head power generation[24] - The Group has expanded DGDB technology applications to new ore varieties, including titanoferrous iron ore, allowing access to new market segments[19] - The Group's commercialization strategy aims to accelerate revenue growth by deepening industry partnerships across the global resources sector[18] Cost Management and Financial Health - Effective cost control measures led to a reduction in administrative expenses, contributing to the decrease in net loss[15] - Prudent financial management remains a key focus, with careful monitoring of capital structure and liquidity to support business development[63] - As of March 31, 2025, the Group had bank balances and cash of approximately HK$7,542,000, an increase from approximately HK$1,697,000 in 2024[73] - Total borrowings amounted to approximately HK$234,237,000 as of March 31, 2025, down from approximately HK$246,295,000 in 2024, with 24.6% in HK$ and 75.4% in RMB[73] - The liquidity ratio improved to 22.1% as of March 31, 2025, compared to 13.4% in 2024, due to effective debt restructuring initiatives[73] Risks and Challenges - The overall economic recovery faced challenges due to high inflation, elevated interest rates, and geopolitical tensions, impacting business activities and consumer demand in China[12] - Potential risks identified include changes in government policies, economic volatility in the region, and cash flow risks due to long collection periods from customers[36][37][39] Corporate Governance and Compliance - The Group has complied with relevant laws and regulations that significantly impact its business operations[49][54] - The independent auditor expressed a disclaimer of opinion on the consolidated financial statements due to material uncertainties related to going concern[98] - The company has a diverse board with members holding various positions in other listed companies, enhancing its governance and oversight capabilities[116] Employee and Social Responsibility - Employee development and maintaining relationships with customers and business partners are prioritized for sustainable development[50][52] - The Group is committed to fulfilling social responsibility and promoting sustainable growth through environmentally-friendly technologies[47][53] - An ESG report will be published separately to outline the Group's compliance with ESG policies for the year ended 31 March 2025[48] Shareholder and Capital Management - The Company proposed a rights issue of up to 428,763,076 rights shares at a subscription price of HK$0.40 per share, aiming to raise gross proceeds of up to HK$171,505,000[57] - The Company has entered into a placing agreement to procure subscriptions for unsubscribed rights shares, with the latest placing time extended to July 4, 2025[58] - The Group is committed to identifying new business opportunities while maintaining and developing existing businesses for long-term sustainable growth[62] Share Option and Award Schemes - The Share Option Scheme was adopted on September 30, 2021, to provide incentives to eligible persons for their contributions to the Group[168] - The maximum number of Shares that may be issued under the Share Option Scheme shall not exceed 30% of the total number of Shares in issue at any time[177] - The Share Award Scheme was adopted on 15 January 2018 to recognize contributions from eligible employees and attract suitable personnel for the group's development[191] - The awarded shares under the Share Award Scheme are not subject to any clawback mechanism but will lapse if the employee ceases to be selected[191] Management and Leadership - Ms. Chu Wei Ning, the CEO, holds 300,000 shares and 372,156 share options as of March 31, 2025[109] - Mr. Wang Bin, appointed as an executive director on July 7, 2023, has over 10 years of experience in corporate management and holds 10,335,917 underlying shares[101] - The emolument policy for employees is based on merit, qualifications, and competence, with directors' emoluments determined by the Board considering the Group's operating results and market statistics[97]

（於 百 慕 達 註 冊 成 立 之 有 限 公 司） （股份代號：8131） 辰 罡 科 技 有 限 公 司 * abc Multiactive Limited 中期業績公告 截至二零二五年五月三十一日止六個月 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM 的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交 所上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司之潛在 風險，並應經過審慎周詳之考慮後方作出投資決定。 由於GEM 上市公司普遍為中小型公司，在GEM 買賣的證券可能會較於聯交所主 板買賣之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高 流通量的市場。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本公告乃根據聯交所《GEM 證券上市規則》（「GEM 上市規則」）之規定提供有關 abc Multiactive Limited（辰罡科技有限公司）（「本公司」）之資料。本公司各董事共 同 ...

Financial Performance - Total revenue for the year ended March 31, 2025, was HKD 102,131,000, a decrease of 15.9% compared to HKD 121,519,000 in the previous year[7] - The company reported a loss attributable to owners of HKD 72,581,000 for the year, compared to a loss of HKD 90,417,000 in the previous year, indicating an improvement of 19.7%[7] - Revenue decreased by 16.0% from approximately HKD 121.5 million for the year ended March 31, 2024, to approximately HKD 102.1 million for the year ended March 31, 2025[28] - Gross loss for the year ended March 31, 2025, was approximately HKD 7.5 million, compared to a gross profit of approximately HKD 2.0 million for the previous year[29] - The company recorded a net loss attributable to owners of approximately HKD 72.6 million for the year ended March 31, 2025, compared to approximately HKD 90.4 million for the previous year[33] - The group recorded a net loss of approximately HKD 72,581,000 and an operating cash outflow of HKD 29,281,000 for the year ended March 31, 2025[190] Assets and Liabilities - Total assets decreased to HKD 250,115,000 from HKD 278,495,000, reflecting a decline of 10.2% year-over-year[7] - Total liabilities also decreased to HKD 235,687,000 from HKD 260,675,000, a reduction of 9.6%[11] - The net asset value decreased to HKD 14,428,000 from HKD 17,820,000, a decline of 19.5% year-over-year[7] - As of March 31, 2025, the total borrowings of the group amounted to approximately HKD 154.1 million, down from HKD 171.9 million as of March 31, 2024[36] - The group's cash and bank balances were approximately HKD 7.5 million as of March 31, 2025, compared to HKD 9.7 million as of March 31, 2024[38] Business Strategy and Operations - The company is actively seeking buyers for its two plots of land and the hotel in Osaka, Japan, as part of a strategy to reduce its business in Japan[17] - A new comprehensive smart personal care brand has been developed, focusing on integrating AI devices and healthcare materials for a new personal care experience[17] - The company aims to maintain stable cash flow without excessive development, indicating a conservative approach to its expansion strategy[17] - The company plans to implement a low-risk bidding strategy and strict cost control measures to enhance competitiveness[19] - The company aims to expand its customer base and business scope to capture future opportunities[19] Revenue Sources - Revenue from renovation, addition, and decoration works accounted for 67.0% of total revenue, increasing from 46.4% in the previous year[21] - The expected total revenue from ongoing projects as of March 31, 2025, is approximately HKD 73.8 million[22] - The company has 1 ongoing building construction project, 24 renovation projects, and 8 restoration projects of historical buildings as of March 31, 2025[21] Management and Governance - The board of directors emphasizes the importance of corporate governance and has adopted the principles and code provisions of the Corporate Governance Code as per the Listing Rules since the company's listing[60] - The board consists of executive and independent non-executive directors, ensuring a balanced skill set and independent judgment for the group's development and performance[66] - The company has established several board committees, including the audit committee, remuneration committee, and nomination committee, each with specific written terms of reference[73] - The audit committee is chaired by an independent non-executive director, ensuring oversight of financial reporting and compliance[73] Compliance and Risk Management - The company has implemented enhanced monitoring measures to prevent similar unauthorized events from occurring in the future[35] - The board is responsible for maintaining effective risk management and internal control systems, which are designed to manage risks rather than eliminate them, providing reasonable assurance against material misstatements or losses[82] - The company does not have an independent internal audit department but has implemented sufficient measures to fulfill internal audit functions across various aspects of the group[83] Shareholder Information - The company does not recommend any dividend payment for the year ending March 31, 2025, consistent with the previous year[100] - The board will review the dividend policy as appropriate, considering factors such as operating performance, cash flow, and future prospects[105] - The company has a policy to ensure shareholders' rights are respected and encourages their participation in meetings[92] Environmental and Quality Management - The group has obtained ISO 14001:2015 certification for its environmental management system, ensuring compliance with environmental regulations[140] - The group has implemented measures to control air pollution, including monitoring vehicle leaks and prohibiting high-emission machinery[140] - The company has established a Quality Management System (QMS) certified to ISO 9001 standards to ensure service quality[136] Audit and Financial Reporting - The independent auditor's report confirmed that the consolidated financial statements fairly reflect the group's financial position as of March 31, 2025[154] - The audit aimed to obtain reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error[167] - The audit procedures included evaluating the group's controls related to contract asset monitoring and sampling key data inputs and assumptions for expected credit loss provisions[162]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不發表 任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何 責任。 Autohome Inc. 汽車之家* （於開曼群島註冊成立的有限公司） （股份代號：2518） 2025 年第二季度及中期未經審計財務業績公告 我們謹此宣佈2025年第二季度未經審計財務業績，包含截至2025年6月30日止三個月及 六個月的未經審計財務業績（「第二季度及中期業績」）。我們亦根據《香港聯合交易所有 限公司證券上市規則》第13.48(1)條向我們的股東提供本業績公告作為我們的2025年中期 報告。 於本公告日期，本公司董事會包括董事龍泉先生、楊嵩先生、丁珂珂女士及盧凡博士以及獨立董事劉峻嶺先生、 濮天若先生及汪大總博士。 * 僅供識別 1 汽車之家公佈 2025 年第二季度及 中期未經審計財務業績 北京，2025年7月31日 — 汽車之家（紐交所代碼：ATHM，港交所代號：2518）（「汽車之 家」或「公司」），中國領先的汽車消費者在線服務平台，今天公佈其截至2025年6月30日 的三個月及 ...

（於開曼群島註冊成立之有限公司）| （股份代號：8029） 帝國金融集團有限公司 IMPERIUM FINANCIAL GROUP LIMITED 年 度 報 告 2025 (Incorporated in the Cayman Islands with limited liability) | Stock Code: 8029 帝國金融集團有限公司 IMPERIUM FINANCIAL GROUP LIMITED 2025 Annual Report ANNUAL REPORT 2025 年度報告 IMPERIUM FINANCIAL GROUP LIMITED 帝國金融集團有限公司 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM之定位乃為相較在聯交所上市之其他公司帶有更高投資風險之公司提供 一個上市之市場。有意投資者應了解投資於該等公司之潛在風險，並應經過審 慎周詳之考慮後方作出投資決定。GEM具有較高風險及其他特色表示GEM較 適合專業投資者及其他資深投資者。 由於GEM上市公司屬新興性質，在GEM買賣之證券可能會較於聯交所主板買 賣之證券承受更大市場波動風險，同時無法保證在GEM買賣之證券會 ...