C157924 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Main Board of the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. Given that the companies listed o ...

[Corporate Information](index=3&type=section&id=Corporate%20Information) [Corporate Information Overview](index=4&type=section&id=Corporate%20Information%20Overview) This section provides key administrative and governance information for Goldenway Medical Group Limited ("the Company"), including executive directors, independent non-executive directors, committee members, registered office, principal place of business in Hong Kong, share registrar, principal bankers, auditor, stock code, and company website - Executive Directors include **Wu Chi Lung (Chairman)** and **Wu Kei Yau**[11](index=11&type=chunk) - Independent Non-Executive Directors include **Wong Ka Wai**, **Lau Tak Kee**, and **Lam Yiu Man** (appointed from April 17, 2024)[11](index=11&type=chunk) - The Audit Committee, Remuneration Committee, and Nomination and Corporate Governance Committee all include independent non-executive directors, with **Ms. Wong Ka Wai** chairing the Audit and Remuneration Committees, and **Mr. Wu Chi Lung** chairing the Nomination and Corporate Governance Committee[12](index=12&type=chunk) [Chairman's Statement](index=7&type=section&id=Chairman's%20Statement) [Financial Review](index=7&type=section&id=Financial%20Review) For the year ended March 31, 2025, the Group faced severe challenges with a significant decline in revenue, yet operating loss and net loss narrowed 2025 Financial Performance | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 16,120 | 38,962 | -58.63% | | Operating Loss | (7,178) | (16,036) | -55.24% | | Net Loss Attributable to Owners of the Company | (10,127) | (17,110) | -40.81% | [Operations Review](index=7&type=section&id=Operation%20Review) The Group's integrated hospital in Beijing, China, suspended operations from December 12, 2024, leading to a substantial reduction in segment revenue - The Group's integrated hospital in Beijing, China, suspended operations from **December 12, 2024**, and remained suspended as of March 31, 2025[19](index=19&type=chunk)[22](index=22&type=chunk) Revenue from Integrated Hospital Services Segment | Year | Revenue (HKD thousands) | | :--- | :--- | | 2025 | 10,945 | | 2024 | 38,962 | | Year-on-year Change | -71.90% | [Appreciation](index=8&type=section&id=Appreciation) The Chairman, on behalf of the Board, expresses gratitude to clients, suppliers, business partners, shareholders, and employees for their support and contributions during the year - The Chairman thanks clients, suppliers, business partners, shareholders, and employees for their support and contributions[24](index=24&type=chunk)[25](index=25&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Highlights](index=9&type=section&id=Financial%20Highlights) For the fiscal year ended March 31, 2025, the Group experienced significant declines in revenue and gross profit, but operating loss and net loss narrowed; the Board does not recommend a final dividend 2025 Financial Highlights | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 16,120 | 38,962 | -58.63% | | Gross Profit | 8,369 | 18,674 | -55.18% | | Operating Loss | (7,178) | (16,036) | -55.24% | | Net Loss Attributable to Owners of the Company | (10,127) | (17,110) | -40.81% | - The Board does not recommend paying a final dividend for the year ended March 31, 2025[27](index=27&type=chunk) [Business Review](index=10&type=section&id=Business%20Review) The Group primarily provides integrated hospital services in Beijing, China, but Huicheng Hospital's suspension since December 12, 2024, led to a substantial revenue decline, while also recording a gain on disposal of a subsidiary and reduced selling and distribution and administrative expenses - The Group is primarily engaged in providing integrated hospital services in Beijing, China[28](index=28&type=chunk)[33](index=33&type=chunk) - Huicheng Hospital suspended operations from **December 12, 2024**, and remained suspended as of March 31, 2025, resulting in a revenue decrease of approximately **58.63%**[29](index=29&type=chunk)[30](index=30&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) 2025 Other Financial Data | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | | Other Income | 987 | 149 | +562.42% | | Other Losses | (7,819) | (2,075) | +277.78% | | Gain on Disposal of Subsidiaries | 10,500 | 0 | N/A | | Selling and Distribution Expenses | (3,105) | (8,918) | -65.18% | | Administrative Expenses | (15,060) | (20,271) | -25.70% | | Finance Costs | (190) | (308) | -38.31% | | Loss Before Tax | (7,368) | (16,344) | -54.91% | [Outlook and Future Prospects](index=12&type=section&id=Outlook%20and%20Future%20Prospects) The Group is committed to transforming the healthcare industry through technology empowerment, optimized resource allocation, and compliant innovation, with a core mission to resume integrated hospital operations by identifying a new site in Beijing and initiating planning and recruitment, while also collaborating with Yuerwan Qingdao Internet Hospital for stable cash flow and cost synergies, with rights issue proceeds allocated to repay shareholder loans and support hospital business recovery - The Group prioritizes the resumption of integrated hospital operations, having identified a suitable location in Beijing and initiated medical department planning, talent recruitment, and pre-approval of compliance materials[52](index=52&type=chunk)[55](index=55&type=chunk) - The Group has established a strategic operational partnership with Yuerwan Qingdao Internet Hospital to secure stable cash flow, cost synergies, and future data-derived marketing potential[52](index=52&type=chunk)[55](index=55&type=chunk) - Proceeds from the rights issue will primarily be used to repay shareholder loans to reduce interest burden and enhance capital efficiency, and to support the renovation and equipment procurement for the new Beijing Huicheng site[53](index=53&type=chunk)[55](index=55&type=chunk) [Liquidity and Financial Resources](index=14&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's cash and bank balances slightly increased, total current liabilities significantly decreased, and the current ratio improved, though the gearing ratio remained high 2025 Liquidity Indicators | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Total Cash and Bank Balances | 3,829 | 3,644 | | Total Current Assets | 8,559 | 8,705 | | Total Current Liabilities | 16,587 | 25,615 | | Current Ratio | 0.52 | 0.34 | | Gearing Ratio | 99.19% | N/A | [Capital Commitments](index=15&type=section&id=Capital%20Commitments) As of March 31, 2025 and 2024, the Group had no significant capital commitments - As of March 31, 2025 and 2024, the Group had no significant capital commitments[61](index=61&type=chunk)[65](index=65&type=chunk) [Contingent Liabilities](index=15&type=section&id=Contingent%20Liabilities) As of March 31, 2025, no member of the Group was involved in any material litigation or arbitration, nor were there any pending or threatened material litigations or claims - As of March 31, 2025, the Group was not involved in any material litigation or arbitration[62](index=62&type=chunk)[66](index=66&type=chunk) [Financing and Treasury Policies](index=15&type=section&id=Financing%20and%20Treasury%20Policies) The Group continues to adopt prudent financing and treasury policies, with all activities centrally managed and monitored, carefully considering liquidity risk, financing costs, and exchange rate risk - The Group adopts prudent financing and treasury policies, with all activities centrally managed and monitored[63](index=63&type=chunk)[67](index=67&type=chunk) - Policy implementation carefully considers liquidity risk, financing costs, and exchange rate risk[63](index=63&type=chunk)[67](index=67&type=chunk) [Foreign Exchange Risk](index=15&type=section&id=Foreign%20Exchange%20Risk) Given that the vast majority of the Group's transactions and bank deposits are denominated in RMB and HKD, the Directors consider foreign exchange risk to be minimal, thus no formal hedging policy has been implemented - The vast majority of the Group's transactions and bank deposits are denominated in **RMB** and **HKD**, resulting in minimal foreign exchange risk[64](index=64&type=chunk)[68](index=68&type=chunk) - For the year ended March 31, 2025, the Group did not implement any formal hedging policy[64](index=64&type=chunk)[68](index=68&type=chunk) [Charges on Group's Assets](index=16&type=section&id=Charges%20on%20Group's%20Assets) As of March 31, 2025 and 2024, the Group had no bank borrowings and its assets were not subject to any charges - As of March 31, 2025 and 2024, the Group had no bank borrowings and its assets were not subject to any charges[70](index=70&type=chunk)[73](index=73&type=chunk) [Segment Information](index=16&type=section&id=Segment%20Information) The Group's revenue primarily derives from providing integrated hospital services, thus no separate segment information is presented - The Group's revenue primarily derives from providing integrated hospital services, thus no separate segment information is presented[71](index=71&type=chunk)[74](index=74&type=chunk) [Capital Structure](index=16&type=section&id=Capital%20Structure) As of March 31, 2025, the Company's issued share capital was approximately HKD 29.168 million, comprising ordinary shares and preference shares 2025 Capital Structure | Share Type | Quantity | | :--- | :--- | | Ordinary Shares | 563,649,988 shares | | Preference Shares | 19,700,000 shares | - Total issued share capital was approximately **HKD 29.168 million**[72](index=72&type=chunk)[75](index=75&type=chunk) [Employees and Remuneration Policy](index=17&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group's full-time employee count significantly decreased to 21, leading to a corresponding reduction in staff costs; the Group determines remuneration based on individual performance and qualifications, and provides various employee benefits 2025 Employee Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 21 | 137 | | Staff Costs (HKD thousands) | 13,072 | 22,669 | - The Group determines employee remuneration based on individual performance and qualifications, and provides Mandatory Provident Fund, bonuses, medical insurance, and basic social insurance in China[77](index=77&type=chunk)[80](index=80&type=chunk) - As of March 31, 2025, there were no outstanding share options under the share option scheme[77](index=77&type=chunk)[80](index=80&type=chunk) [Significant Investments](index=17&type=section&id=Significant%20Investments) During the year, the Group held no significant investments - During the year, the Group held no significant investments[78](index=78&type=chunk)[81](index=81&type=chunk) [Future Plans for Material Investments or Capital Assets](index=17&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) The Group has no other plans for material investments or capital assets - The Group has no other plans for material investments or capital assets[79](index=79&type=chunk)[82](index=82&type=chunk) [Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies](index=18&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Affiliated%20Companies) Except for the disposal of Sino Business Investment Development Limited, the Group had no other material acquisitions and disposals of subsidiaries, associates, or joint ventures during the year - The Group had no other material acquisitions and disposals of subsidiaries, associates, or joint ventures for the year ended March 31, 2025, except for the disposal of Sino Business Investment Development Limited[83](index=83&type=chunk)[87](index=87&type=chunk) [Appointment of Independent Non-Executive Director](index=18&type=section&id=Appointment%20of%20Independent%20Non-Executive%20Director) Mr. Lam Yiu Man was appointed as an Independent Non-Executive Director and a member of various committees effective April 17, 2024 - Mr. Lam Yiu Man was appointed as an Independent Non-Executive Director and a member of the Audit Committee, Remuneration Committee, and Nomination and Corporate Governance Committee, effective **April 17, 2024**[84](index=84&type=chunk)[88](index=88&type=chunk) [Discloseable Transaction in relation to the Disposal of the Entire Issued Share Capital of Sino Business Investment Development Limited](index=18&type=section&id=Discloseable%20Transaction%20in%20relation%20to%20the%20Disposal%20of%20the%20Entire%20Issued%20Share%20Capital%20of%20Sino%20Business%20Investment%20Development%20Limited) On September 20, 2024, the Company disposed of the entire issued share capital of Sino Business Investment Development Limited for HKD 60,000, and following the completion of the disposal on September 23, 2024, the company ceased to be a subsidiary of the Company - On **September 20, 2024**, the Company disposed of the entire issued share capital of Sino Business Investment Development Limited for **HKD 60,000**[85](index=85&type=chunk)[90](index=90&type=chunk) - Following the completion of the disposal on **September 23, 2024**, the disposed company ceased to be a subsidiary of the Company, and its financial information is no longer consolidated[85](index=85&type=chunk)[90](index=90&type=chunk) [Cooperation and Operational Management Agreement](index=19&type=section&id=Cooperation%20and%20Operational%20Management%20Agreement) Goldenway Creation Limited, an indirect wholly-owned subsidiary of the Company, entered into a cooperation and operational management agreement with Xiamen Yuerwan Medical Management Co., Ltd. and Yuerwan (Qingdao) Internet Hospital Co., Ltd. to provide hospital management services, receiving a fixed monthly management fee or a management fee based on a percentage of revenue and profit, while also holding options to purchase shares in Yuerwan Qingdao and the Internet Hospital - Goldenway Creation Limited entered into a cooperation and operational management agreement with Xiamen Yuerwan and Yuerwan Qingdao to provide hospital management services[92](index=92&type=chunk)[93](index=93&type=chunk) - The management fee is a fixed **HKD 1,750,000 per month**, or **1% of the Internet Hospital's operating revenue plus 10% of its profit before tax**, whichever is higher[92](index=92&type=chunk)[93](index=93&type=chunk) - Goldenway Creation holds options to purchase all or part of the shares in Yuerwan Qingdao and the Internet Hospital during the agreement term[94](index=94&type=chunk)[97](index=97&type=chunk) [Change of Address of the Head Office and Principal Place of Business in Hong Kong](index=20&type=section&id=Change%20of%20Address%20of%20the%20Head%20Office%20and%20Principal%20Place%20of%20Business%20in%20Hong%20Kong) The address of the Company's head office and principal place of business in Hong Kong changed effective December 7, 2024 - The address of the Company's head office and principal place of business in Hong Kong changed to **Room 2101, 21/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong**, effective **December 7, 2024**[96](index=96&type=chunk)[99](index=99&type=chunk) [Change of Principal Share Registrar and Transfer Office and Registered Office in the Cayman Islands](index=21&type=section&id=Change%20of%20Principal%20Share%20Registrar%20and%20Transfer%20Office%20and%20Registered%20Office%20in%20the%20Cayman%20Islands) The Company's principal share registrar and transfer office and registered office in the Cayman Islands changed effective December 31, 2024 - The Company's principal share registrar and transfer office and registered office in the Cayman Islands changed to **Vistra (Cayman) Limited**, effective **December 31, 2024**[100](index=100&type=chunk)[103](index=103&type=chunk) [Rights Issue on the Basis of One (1) Rights Share for Every One (1) Existing Share Held on the Record Date](index=21&type=section&id=Rights%20Issue%20on%20the%20Basis%20of%20One%20(1)%20Rights%20Share%20for%20Every%20One%20(1)%20Existing%20Share%20Held%20on%20the%20Record%20Date) The Company proposes a rights issue on a "one-for-one" basis, issuing up to 563,649,988 shares at a subscription price of HKD 0.05 per share, aiming to raise up to approximately HKD 28.2 million - The Company proposes a rights issue on a **"one-for-one" basis**, issuing up to **563,649,988 shares** at a subscription price of **HKD 0.05 per share**[101](index=101&type=chunk)[104](index=104&type=chunk) - The total gross proceeds are expected to be up to approximately **HKD 28.2 million** (assuming full subscription of the rights issue)[101](index=101&type=chunk)[104](index=104&type=chunk) [Significant Events After the Reporting Period](index=22&type=section&id=Significant%20Events%20After%20the%20Reporting%20Period) No other significant events occurred after the end of the reporting period, except for those disclosed in this report - No other significant events occurred after the end of the reporting period, except for those disclosed in this report[105](index=105&type=chunk)[109](index=109&type=chunk) [Principal Risks and Uncertainties](index=22&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces market risks, such as potential impacts on hospital operational efficiency and policy formulation due to the Chinese government's restructuring of medical functions, and operational risks from varying hospital regulations across different regions in China, posing challenges to standardized management - Market risk: The restructuring of health departments by the Chinese government may lead to a slowdown in hospital operations and management procedures, and potential impacts on local policy and regulatory formulation[107](index=107&type=chunk)[111](index=111&type=chunk) - Operational risk: Discrepancies in hospital regulations across different regions in China pose significant challenges to the standardization and consistent management of the Group's hospital operations[108](index=108&type=chunk)[112](index=112&type=chunk) [Directors' and Senior Management's Profiles](index=23&type=section&id=Directors'%20and%20Senior%20Management's%20Profiles) [Executive Directors](index=23&type=section&id=Executive%20Directors) This section introduces the backgrounds and experiences of Executive Directors Mr. Wu Chi Lung and Mr. Wu Kei Yau; Mr. Wu Chi Lung has twelve years of experience in new business creation and commercial management, while Mr. Wu Kei Yau possesses extensive expertise in business management, strategic planning, and risk management - **Mr. Wu Chi Lung** (aged 36) has **twelve years** of experience in founding and developing new businesses and commercial management, appointed as Executive Director and Chairman of the Board since **July 23, 2018**[113](index=113&type=chunk)[117](index=117&type=chunk) - **Mr. Wu Kei Yau** (aged 31) possesses extensive professional knowledge in business management, strategic planning, and risk management, appointed as Executive Director since **August 22, 2023**[114](index=114&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) [Independent Non-Executive Directors](index=24&type=section&id=Independent%20Non-Executive%20Directors) This section introduces the professional backgrounds and experiences of Independent Non-Executive Directors Ms. Wong Ka Wai, Mr. Lau Tak Kee, and Mr. Lam Yiu Man, who possess extensive experience in finance, accounting, taxation, corporate affairs, investment banking, and medical insurance - **Ms. Wong Ka Wai** (aged 61) has over **31 years** of experience in finance, accounting, taxation, and corporate affairs, appointed since **November 1, 2007**[119](index=119&type=chunk)[122](index=122&type=chunk) - **Mr. Lau Tak Kee** (aged 43) has over **19 years** of experience in Asian hedge funds, private equity, and investment banking, appointed since **October 4, 2019**[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) - **Mr. Lam Yiu Man** (aged 64) has over **30 years** of experience in management and finance, and the medical insurance industry, appointed since **April 17, 2024**[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) [Senior Management](index=25&type=section&id=Senior%20Management) This section introduces the background of Mr. Lam Chuen Chi, the Group's Financial Controller and Company Secretary, who has over 20 years of experience in financial and company secretarial roles - **Mr. Lam Chuen Chi** (aged 50) is the Group's Financial Controller and Company Secretary, with over **20 years** of experience in financial and company secretarial roles[126](index=126&type=chunk)[129](index=129&type=chunk) [Corporate Governance Report](index=25&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=26&type=section&id=Corporate%20Governance%20Practices) The Company is committed to maintaining a high level of corporate governance and has complied with the applicable provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules - The Company has adopted and complied with the applicable code provisions of the Corporate Governance Code as set out in **Appendix C1 to the GEM Listing Rules** for the year ended March 31, 2025[130](index=130&type=chunk)[131](index=131&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=26&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Directors confirm full compliance with the adopted Model Code for Securities Transactions by Directors, with no breaches occurring during the year ended March 31, 2025 - The Directors confirm full compliance with the adopted Model Code for Securities Transactions by Directors, with no breaches occurring during the year ended March 31, 2025[132](index=132&type=chunk)[135](index=135&type=chunk) [The Board](index=27&type=section&id=The%20Board) The Board is fully responsible for the leadership and control of the Company, specializing in overall corporate strategy and policy, and has established three committees to oversee specific matters; Board members have full and timely access to relevant information and professional advice, and its composition and operation are regularly reviewed - The Board is fully responsible for the leadership and control of the Company, specializing in overall corporate strategy and policy[136](index=136&type=chunk)[142](index=142&type=chunk) - The Board has established an Audit Committee, a Nomination and Corporate Governance Committee, and a Remuneration Committee[140](index=140&type=chunk)[142](index=142&type=chunk) [Board Composition and Attendance Records of Directors](index=28&type=section&id=Board%20Composition%20and%20Attendance%20Records%20of%20Directors) The Board currently comprises two Executive Directors and three Independent Non-Executive Directors; for the year ended March 31, 2025, ten Board meetings were held, with all Directors maintaining high attendance rates - The Board currently comprises **two Executive Directors** and **three Independent Non-Executive Directors**[144](index=144&type=chunk)[145](index=145&type=chunk) - For the year ended March 31, 2025, **ten** full Board meetings were held[144](index=144&type=chunk)[145](index=145&type=chunk) Board Meeting Attendance Records (2024/2025) | Director Name | Board | Audit Committee | Remuneration Committee | Nomination and Corporate Governance Committee | General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Wu Chi Lung | 10/10 | N/A | N/A | 2/2 | 1/1 | | Mr. Wu Kei Yau | 10/10 | N/A | 2/2 | N/A | 1/1 | | Ms. Wong Ka Wai | 10/10 | 2/2 | 2/2 | 2/2 | 1/1 | | Mr. Lau Tak Kee | 10/10 | 2/2 | 2/2 | 2/2 | 1/1 | | Mr. Lam Yiu Man | 9/9 | 2/2 | 1/1 | 1/1 | 1/1 | [Responsibilities of Directors](index=29&type=section&id=Responsibilities%20of%20Directors) Independent Non-Executive Directors play a crucial role in strategy formulation and maintaining high corporate governance standards; all Directors have timely access to operational and financial reports and can seek professional advice - Independent Non-Executive Directors play a crucial role in strategy formulation and ensuring the Board maintains high corporate governance standards[151](index=151&type=chunk)[154](index=154&type=chunk) - All Directors have full and timely access to all relevant information and the advice and services of the Company Secretary, and may seek external professional advice[137](index=137&type=chunk)[142](index=142&type=chunk)[153](index=153&type=chunk)[155](index=155&type=chunk) [Training and Continuous Development for Directors](index=30&type=section&id=Training%20and%20Continuous%20Development%20for%20Directors) The Company provides comprehensive induction for new Directors and ongoing training through seminars and reading materials to ensure they are aware of the latest regulatory requirements - The Company provides comprehensive induction for each newly appointed Director and offers training through seminars and reading materials[157](index=157&type=chunk)[158](index=158&type=chunk)[160](index=160&type=chunk) - The Company Secretary continuously updates all Directors on the latest developments in the GEM Listing Rules and other applicable regulatory requirements[153](index=153&type=chunk)[155](index=155&type=chunk) [Appointment and Re-election of Directors](index=31&type=section&id=Appointment%20and%20Re-election%20of%20Directors) The Board follows a rotation system where each Director retires by rotation at least once every three years; Mr. Lam Yiu Man's appointment restored the Board's compliance with the GEM Listing Rules regarding the number of Independent Non-Executive Directors - Each Director (including those appointed for a specific term) shall retire by rotation at least once every **three years**[162](index=162&type=chunk)[163](index=163&type=chunk)[168](index=168&type=chunk) - The appointment of **Mr. Lam Yiu Man** as an Independent Non-Executive Director, effective **April 17, 2024**, restored the Board's compliance with **Rule 5.05(1) of the GEM Listing Rules**[167](index=167&type=chunk)[169](index=169&type=chunk) [Chairman and Chief Executive](index=32&type=section&id=Chairman%20and%20Chief%20Executive) The roles of Chairman and Chief Executive are separated, with Mr. Wu Chi Lung serving as Chairman of the Board; the Company no longer has a Chief Executive, and daily operations are overseen by Executive Directors and senior management - The roles of Chairman and Chief Executive should be separate and not held by the same individual, with **Mr. Wu Chi Lung** serving as Chairman of the Board[171](index=171&type=chunk)[174](index=174&type=chunk) - The Company no longer has a Chief Executive, and daily operations and management are overseen by Executive Directors and senior management[172](index=172&type=chunk)[174](index=174&type=chunk) [Board Meetings](index=32&type=section&id=Board%20Meetings) The Board holds regular meetings to discuss and formulate strategic directions, and approve results and other significant matters; meeting notices are issued at least 14 days in advance, with complete and reliable meeting documents provided - The Board holds regular meetings to discuss and formulate overall strategic directions and objectives, and approve annual, interim, and quarterly results[173](index=173&type=chunk)[175](index=175&type=chunk) - Notices for all regular Board meetings are issued to all Directors at least **14 days** in advance[176](index=176&type=chunk)[181](index=181&type=chunk) - Board papers, along with all appropriate, complete, and reliable information, are dispatched to all Directors at least **three days** before each regular meeting[176](index=176&type=chunk)[181](index=181&type=chunk) [The Board Committees](index=34&type=section&id=The%20Board%20Committees) The Board has established an Audit Committee, a Nomination and Corporate Governance Committee, and a Remuneration Committee, each with clear written terms of reference to oversee specific areas of the Company's affairs - The Board has established an Audit Committee, a Nomination and Corporate Governance Committee, and a Remuneration Committee[140](index=140&type=chunk)[142](index=142&type=chunk) - All Board Committees have established written terms of reference, which are disclosed on the Company's website and the Stock Exchange's website[140](index=140&type=chunk)[142](index=142&type=chunk) [Audit Committee](index=34&type=section&id=Audit%20Committee) The Audit Committee, composed of three Independent Non-Executive Directors, is primarily responsible for ensuring the adequacy and effectiveness of the Group's accounting and financial controls, overseeing risk management and internal control systems, and reviewing financial statements - The Audit Committee comprises **three Independent Non-Executive Directors**, with **Ms. Wong Ka Wai** as Chairman[184](index=184&type=chunk)[187](index=187&type=chunk) - Key responsibilities include reviewing the Group's annual, interim, and quarterly results, reviewing the relationship with external auditors, and reviewing the adequacy and effectiveness of the financial reporting system, internal control system, and risk management system[185](index=185&type=chunk)[189](index=189&type=chunk) - The Audit Committee has reviewed the audited consolidated financial results for the year ended March 31, 2025, and considers them to be in compliance with applicable accounting standards and requirements[192](index=192&type=chunk)[196](index=196&type=chunk) [Nomination and Corporate Governance Committee](index=36&type=section&id=Nomination%20and%20Corporate%20Governance%20Committee) The Nomination and Corporate Governance Committee, composed of one Executive Director and three Independent Non-Executive Directors, is primarily responsible for regularly reviewing the Board's structure, size, and composition, identifying qualified director candidates, and making recommendations on director appointments and succession planning; the Group encourages gender diversity - The Nomination and Corporate Governance Committee comprises Executive Director **Mr. Wu Chi Lung** and **three Independent Non-Executive Directors**, with **Mr. Wu Chi Lung** as Chairman[193](index=193&type=chunk)[197](index=197&type=chunk) - Key responsibilities include regularly reviewing the Board's structure, size, and composition, identifying suitable qualified individuals to serve as Directors, and making recommendations to the Board on matters related to the appointment or re-appointment of Directors[194](index=194&type=chunk)[197](index=197&type=chunk)[204](index=204&type=chunk) - For the year ended March 31, 2025, the Group's employee gender ratio was approximately **76% male** and **24% female**, and gender diversity is encouraged[200](index=200&type=chunk)[202](index=202&type=chunk) [Remuneration Committee](index=37&type=section&id=Remuneration%20Committee) The Remuneration Committee, composed of one Executive Director and three Independent Non-Executive Directors, is primarily responsible for determining the specific remuneration packages for all Executive Directors and making recommendations to the Board on the remuneration of Independent Non-Executive Directors and senior management members - The Remuneration Committee comprises Executive Director **Mr. Wu Kei Yau** and **three Independent Non-Executive Directors**, with **Ms. Wong Ka Wai** as Chairman[201](index=201&type=chunk)[203](index=203&type=chunk) - Responsibilities include determining the specific remuneration packages for all Executive Directors and making recommendations to the Board on the remuneration of Independent Non-Executive Directors and senior management members[206](index=206&type=chunk)[208](index=208&type=chunk)[210](index=210&type=chunk) [Directors' and Auditors' Responsibilities for the Financial Statements](index=39&type=section&id=Directors'%20and%20Auditors'%20Responsibilities%20for%20the%20Financial%20Statements) The Directors confirm their responsibility for preparing the Company's financial statements for the year ended March 31, 2025, ensuring they present a true and fair view of the Group's position; the Auditors' responsibilities are outlined in the Independent Auditor's Report - The Directors confirm their responsibility for preparing the Company's financial statements for the year ended March 31, 2025[211](index=211&type=chunk)[216](index=216&type=chunk) - The Board is responsible for presenting an unbiased, clear, and understandable assessment in the annual, interim, and quarterly reports[212](index=212&type=chunk)[216](index=216&type=chunk) - The Auditors' responsibilities for the consolidated financial statements are set out in the Independent Auditor's Report[213](index=213&type=chunk)[217](index=217&type=chunk) [Company Secretary](index=39&type=section&id=Company%20Secretary) The Company Secretary underwent no less than 15 hours of professional training during the year ended March 31, 2025, to update their skills and knowledge - The Company Secretary underwent no less than **15 hours** of professional training during the year ended March 31, 2025[214](index=214&type=chunk)[218](index=218&type=chunk) [Risk Management and Internal Control](index=39&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for the Company's risk management and internal control systems, and reviews their effectiveness through the Audit Committee; the Group has established expenditure approval and control guidelines and implemented an inside information dissemination policy - The Board confirms responsibility for the Company's risk management and internal control systems, and reviews their effectiveness[215](index=215&type=chunk)[219](index=219&type=chunk) - The Group's internal control and risk management systems are designed to provide reasonable assurance against material misstatement or loss[221](index=221&type=chunk)[225](index=225&type=chunk) - The Group has established expenditure approval and control guidelines and procedures, and formulated policies to ensure fair and timely dissemination of inside information to the public[224](index=224&type=chunk)[226](index=226&type=chunk)[229](index=229&type=chunk)[230](index=230&type=chunk) [Auditors' Remuneration](index=41&type=section&id=Auditors'%20Remuneration) For the year ended March 31, 2025, the Group paid HKD 450,000 to the auditors for audit services, with no non-audit service fees 2025 Auditors' Remuneration | Service Type | Amount (HKD thousands) | | :--- | :--- | | Audit Services | 450 | | Non-audit Services | – | [Investors Relations](index=42&type=section&id=Investors%20Relations) The Board believes that transparent and timely disclosure of information is crucial for shareholders and potential investors to make informed investment decisions, utilizing the company website as a communication platform - Transparent and timely disclosure of the Group's information helps the Company's shareholders and potential investors make the most informed investment decisions[234](index=234&type=chunk)[238](index=238&type=chunk) - The Company maintains a website, **www.gf-healthcare.com**, as a communication platform with shareholders and potential investors[235](index=235&type=chunk)[238](index=238&type=chunk) [Shareholders' Rights](index=42&type=section&id=Shareholders'%20Rights) Shareholders can submit inquiries to the Board through the contact methods provided by the Company; all resolutions at general meetings will be voted on by poll, and results will be published; shareholders can also requisition an extraordinary general meeting or propose resolutions in accordance with the Articles of Association - Shareholders can submit inquiries to the Board via telephone, fax, email, and postal address[236](index=236&type=chunk)[239](index=239&type=chunk) - All resolutions proposed at general meetings will be voted on by poll in accordance with the GEM Listing Rules, and the voting results will be published after the meeting[237](index=237&type=chunk)[239](index=239&type=chunk) - Shareholders may requisition an extraordinary general meeting or propose resolutions in accordance with **Article 58 of the Articles of Association**[240](index=240&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) [Constitutional Documents](index=44&type=section&id=Constitutional%20Documents) The Company's Articles of Association have been amended and restated, and published on the Stock Exchange and the Company's website - The Company's Articles of Association have been amended and restated, effective **August 5, 2022**[246](index=246&type=chunk)[248](index=248&type=chunk) - The Company has published its latest Articles of Association on the Stock Exchange's website and its own website[246](index=246&type=chunk)[248](index=248&type=chunk) [Report of the Directors](index=44&type=section&id=Report%20of%20the%20Directors) [Date of Incorporation](index=45&type=section&id=Date%20of%20Incorporation) The Company was incorporated in the Cayman Islands on May 28, 2001, and listed on GEM of the Stock Exchange on May 10, 2002 - The Company was incorporated in the Cayman Islands on **May 28, 2001**[250](index=250&type=chunk)[257](index=257&type=chunk) - The Company's shares were listed on GEM of the Stock Exchange on **May 10, 2002**[250](index=250&type=chunk)[257](index=257&type=chunk) [Principal Activities](index=45&type=section&id=Principal%20Activities) The Company is an investment holding company, and its subsidiaries are primarily engaged in providing integrated hospital services in China - The Company is an investment holding company, and its subsidiaries are primarily engaged in providing integrated hospital services in China[251](index=251&type=chunk)[258](index=258&type=chunk) [Results and Dividends](index=45&type=section&id=Results%20and%20Dividends) The Group's results for the year ended March 31, 2025, are presented in the consolidated financial statements, and the Board does not recommend a final dividend - The Group's results for the year ended March 31, 2025, are presented in the consolidated financial statements[252](index=252&type=chunk)[259](index=259&type=chunk) - The Board does not recommend paying a final dividend for the year ended March 31, 2025[253](index=253&type=chunk)[259](index=259&type=chunk) [Share Capital](index=45&type=section&id=Share%20Capital) Details of the changes in the Company's share capital during the year are set out in Note 27 to the consolidated financial statements - Details of the changes in the Company's share capital during the year are set out in **Note 27 to the consolidated financial statements**[254](index=254&type=chunk)[260](index=260&type=chunk) [Reserves](index=45&type=section&id=Reserves) Details of the changes in the Company's and the Group's reserves during the year are set out in Note 28 to the consolidated financial statements and the consolidated statement of changes in equity, respectively - Details of the changes in the Company's and the Group's reserves during the year are set out in **Note 28 to the consolidated financial statements** and the **consolidated statement of changes in equity**, respectively[255](index=255&type=chunk)[261](index=261&type=chunk) [Distributable Reserves](index=46&type=section&id=Distributable%20Reserves) As of March 31, 2025, the Company had no distributable reserves; under the Cayman Islands Companies Act, share premium may be distributed as dividends under specific conditions - As of **March 31, 2025**, the Company had no distributable reserves[263](index=263&type=chunk)[268](index=268&type=chunk) - Under the **Cayman Islands Companies Act**, share premium may be distributed or paid as dividends to shareholders, provided the Company is able to pay its debts as they fall due in the ordinary course of business immediately following the distribution or payment[263](index=263&type=chunk)[268](index=268&type=chunk) [Investment Property](index=46&type=section&id=Investment%20Property) The Group made no further investments in investment property during the year - The Group made no further investments in investment property during the year[264](index=264&type=chunk)[269](index=269&type=chunk) [Property, Plant and Equipment](index=46&type=section&id=Property,%20Plant%20and%20Equipment) Details of the changes in the Group's property, plant and equipment during the year are set out in Note 15 to the consolidated financial statements - Details of the changes in the Group's property, plant and equipment during the year are set out in **Note 15 to the consolidated financial statements**[265](index=265&type=chunk)[270](index=270&type=chunk) [Major Customers](index=46&type=section&id=Major%20Customers) For the year ended March 31, 2025, no single customer contributed more than 5% of the Group's total revenue, and the total contribution from the five largest customers was also less than 5% - For the year ended March 31, 2025, no single customer contributed more than **5%** of the Group's total revenue[266](index=266&type=chunk)[271](index=271&type=chunk) - The total contribution from the five largest customers was less than **5%** of the Group's total revenue[266](index=266&type=chunk)[271](index=271&type=chunk) [Major Suppliers](index=47&type=section&id=Major%20Suppliers) During the year, the largest supplier's contribution was less than 10% of the Group's total purchases, and the total contribution from the five largest suppliers was less than 30% - During the year, the largest supplier's contribution was less than **10%** of the Group's total purchases[272](index=272&type=chunk)[276](index=276&type=chunk) - The total contribution from the five largest suppliers was less than **30%** of the Group's total purchases[272](index=272&type=chunk)[276](index=276&type=chunk) [Relationships with Key Stakeholders](index=47&type=section&id=Relationships%20with%20Key%20Stakeholders) The Group maintains good relationships with key stakeholders including employees, customers, and suppliers, and has not encountered significant employment difficulties or labor disputes - The Group maintains good relationships with key stakeholders including employees, customers, and suppliers[274](index=274&type=chunk)[277](index=277&type=chunk) - During the year, the Group did not experience any major difficulties in employment, significant staff turnover, or major labor disputes[274](index=274&type=chunk)[277](index=277&type=chunk) [Environmental Policies](index=47&type=section&id=Environmental%20Policies) The Group has adopted a green hospital development policy and implemented a low-carbon strategy, committed to environmental protection and resource conservation, promoting paperless office practices and environmental recycling - The Group has adopted a green hospital development policy and implemented a low-carbon strategy in all aspects of its operations, in compliance with Chinese government requirements[275](index=275&type=chunk)[278](index=278&type=chunk) - The Group is committed to promoting paperless office practices and environmental recycling[275](index=275&type=chunk)[278](index=278&type=chunk) [Compliance with Laws and Regulations](index=48&type=section&id=Compliance%20with%20Laws%20and%20Regulations) The Group fully complies with all laws and regulations and regularly monitors relevant changes to ensure compliance - The Group fully complies with all laws and regulations, and regularly monitors and collects information on changes in laws, regulations, and rules related to the Group's business[280](index=280&type=chunk)[282](index=282&type=chunk) [Directors](index=48&type=section&id=Directors) For the year and up to the date of this report, the Company's Directors include Executive Directors Mr. Wu Chi Lung and Mr. Wu Kei Yau, and Independent Non-Executive Directors Ms. Wong Ka Wai, Mr. Lau Tak Kee, and Mr. Lam Yiu Man; Mr. Wu Chi Lung and Ms. Wong Ka Wai will retire by rotation at the upcoming Annual General Meeting and are eligible for re-election - Executive Directors: **Mr. Wu Chi Lung** (Chairman), **Mr. Wu Kei Yau**[281](index=281&type=chunk)[283](index=283&type=chunk) - Independent Non-Executive Directors: **Ms. Wong Ka Wai**, **Mr. Lau Tak Kee**, **Mr. Lam Yiu Man**[281](index=281&type=chunk)[283](index=283&type=chunk) - **Mr. Wu Chi Lung** and **Ms. Wong Ka Wai** will retire by rotation at the upcoming Annual General Meeting, but are eligible and willing to offer themselves for re-election[281](index=281&type=chunk)[283](index=283&type=chunk)[284](index=284&type=chunk) [Directors' Services Contracts](index=49&type=section&id=Directors'%20Services%20Contracts) All Directors have entered into one-year appointment letters with the Company, which will be renewed thereafter until terminated by either party with at least one month's written notice - **Mr. Wu Chi Lung**, **Mr. Wu Kei Yau**, **Ms. Wong Ka Wai**, **Mr. Lau Tak Kee**, and **Mr. Lam Yiu Man** have all entered into one-year appointment letters with the Company[285](index=285&type=chunk)[286](index=286&type=chunk)[287](index=287&type=chunk)[288](index=288&type=chunk)[289](index=289&type=chunk)[291](index=291&type=chunk) - The contracts will be renewed thereafter until terminated by either party with at least **one month's written notice**[285](index=285&type=chunk)[291](index=291&type=chunk) [Directors' Interests in Transactions, Arrangements or Contracts of Significance](index=50&type=section&id=Directors'%20Interests%20in%20Transactions,%20Arrangements%20or%20Contracts%20of%20Significance) Except for related party transactions, as of March 31, 2025, or at any time during the year, there were no significant transactions, arrangements, or contracts in which any Director or their associated entity had a direct or indirect material interest - Except for related party transactions, there were no significant transactions, arrangements, or contracts in which any Director or their associated entity had a direct or indirect material interest[292](index=292&type=chunk)[296](index=296&type=chunk) [Contract of Significance](index=50&type=section&id=Contract%20of%20Significance) Except as disclosed in this report, neither the Company nor any of its subsidiaries entered into any significant contract with any controlling shareholder or its subsidiaries at any time during the year - Except as disclosed in this report, neither the Company nor any of its subsidiaries entered into any significant contract with any controlling shareholder or its subsidiaries at any time during the year[293](index=293&type=chunk)[297](index=297&type=chunk) [Management Contracts](index=50&type=section&id=Management%20Contracts) No contracts concerning the management and administration of the whole or any substantial part of the Company's business were entered into or existed during the year - No contracts concerning the management and administration of the whole or any substantial part of the Company's business were entered into or existed during the year[294](index=294&type=chunk)[298](index=298&type=chunk) [Charitable Donations](index=50&type=section&id=Charitable%20Donations) During the year, the Group made no charitable or other donations - During the year, the Group made no charitable or other donations[295](index=295&type=chunk)[299](index=299&type=chunk) [Directors' and Chief Executive's Interests in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations](index=51&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20in%20Shares,%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20and%20its%20Associated%20Corporations) As of March 31, 2025, Mr. Wu Chi Lung and his spouse, Ms. Zheng Hui Xian, held interests in the Company's shares, primarily through the controlled company Solar Star Global Limited Directors' Interests in Shares and Underlying Shares of the Company (March 31, 2025) | Director Name | Nature of Interest | Number of Shares and Underlying Shares | Position | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Mr. Wu Chi Lung | Interest in controlled corporation | 316,391,892 | Long position | 56.13% | | Mr. Wu Chi Lung | Beneficial owner | 11,800,000 | Long position | 2.09% | | Ms. Zheng Hui Xian | Spouse's interest | 328,191,892 | Long position | 58.22% | - **Mr. Wu Chi Lung** is deemed to have an interest in **316,391,892 shares** through Solar Star Global Limited (50% owned by him)[303](index=303&type=chunk)[304](index=304&type=chunk) - **Ms. Zheng Hui Xian**, as the spouse of Mr. Wu Chi Lung, is deemed to have an interest in all shares in which Mr. Wu Chi Lung has an interest[303](index=303&type=chunk)[304](index=304&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=52&type=section&id=Substantial%20Shareholders'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of March 31, 2025, in addition to the Directors' interests, substantial shareholders including Solar Star Global Limited, Ms. Zheng Hui Xian, New Hope International (Hong Kong) Co., Limited, and its associated entities held interests in the Company's shares Substantial Shareholders' Interests in Shares and Underlying Shares of the Company (March 31, 2025) | Shareholder Name | Number of Shares | Position | Capacity | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Solar Star Global Limited | 316,391,892 | Long position | Beneficial owner | 56.13% | | Ms. Zheng Hui Xian | 328,191,892 | Long position | Spouse's interest | 58.22% | | New Hope International (Hong Kong) Co., Limited | 68,643,507 | Long position | Beneficial owner | 12.18% | | Southern Hope Industrial Co., Ltd. | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | | Ningbo Zhuosheng Investment Co., Ltd. | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | | New Hope Group Co., Ltd. | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | | New Hope Holding Group Co., Ltd. | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | | New Hope Asia Pacific Investment Holding Co., Ltd. | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | | Lhasa Economic Development Zone New Hope Investment Co., Ltd. | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | | Mr. Liu Yonghao | 68,643,507 | Long position | Interest in controlled corporation | 12.18% | [Directors' Rights to Acquire Securities](index=55&type=section&id=Directors'%20Rights%20to%20Acquire%20Securities) Except for the disclosed interests of Directors in shares, no rights were granted to any Director or their spouse or children under 18 during the year, enabling them to benefit from acquiring shares or debentures of the Company or any other body corporate - During the year, no rights were granted to any Director or their respective spouses or children under the age of eighteen, enabling them to benefit from acquiring shares or debentures of the Company or any other body corporate[314](index=314&type=chunk)[315](index=315&type=chunk)[318](index=318&type=chunk) [Share Option Scheme](index=55&type=section&id=Share%20Option%20Scheme) The Company terminated its 2002 and 2011 Share Option Schemes and conditionally adopted a new 2025 Share Option Scheme on May 6, 2025, aiming to attract and retain talent and provide additional incentives; the new scheme stipulates terms such as the total number of shares that can be issued, the maximum quota per participant, exercise period, and subscription price - The 2002 Share Option Scheme was terminated on **August 10, 2011**, and the 2011 Share Option Scheme expired on the **tenth anniversary of its adoption date**[316](index=316&type=chunk)[319](index=319&type=chunk)[322](index=322&type=chunk)[325](index=325&type=chunk) - The Company conditionally adopted a new **2025 Share Option Scheme** on **May 6, 2025**, which became unconditional on **May 13, 2025**[324](index=324&type=chunk)[325](index=325&type=chunk) - The 2025 Share Option Scheme aims to attract and retain the Group's best existing talent and provide additional incentives to eligible participants[326](index=326&type=chunk)[328](index=328&type=chunk) - Under the 2025 Share Option Scheme, the total number of shares that can be issued shall not exceed **10% of the issued share capital**, with a sub-limit of **3% for service providers**[331](index=331&type=chunk)[332](index=332&type=chunk)[333](index=333&type=chunk)[335](index=335&type=chunk) [Equity-Linked Agreements](index=61&type=section&id=Equity-Linked%20Agreements) Except for the 2011 Share Option Scheme and 19,700,000 irredeemable convertible preference shares, the Company did not enter into or have any equity-linked agreements in effect at the year-end that would or might result in the Company issuing shares during the year - Except for the **2011 Share Option Scheme** and **19,700,000 irredeemable convertible preference shares**, the Company did not enter into or have any equity-linked agreements in effect at the year-end that would or might result in the Company issuing shares during the year[346](index=346&type=chunk)[348](index=348&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Shares](index=61&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Shares) For the year ended March 31, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the year ended March 31, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[347](index=347&type=chunk)[349](index=349&type=chunk) [Pre-emptive Rights](index=62&type=section&id=Pre-emptive%20Rights) There are no provisions in the Articles of Association or the laws of the Cayman Islands concerning pre-emptive rights that would require the Company to offer new shares pro-rata to existing shareholders - There are no provisions in the Articles of Association or the laws of the Cayman Islands concerning pre-emptive rights that would require the Company to offer new shares pro-rata to existing shareholders[351](index=351&type=chunk)[355](index=355&type=chunk) [Five Year Financial Summary](index=62&type=section&id=Five%20Year%20Financial%20Summary) A summary of the Group's published results and assets, liabilities, and non-controlling interests for the past five financial years is presented on page 184 of this report - A summary of the Group's published results and assets, liabilities, and non-controlling interests for the past five financial years is presented on **page 184 of this report**[352](index=352&type=chunk)[356](index=356&type=chunk) [Related Party Transactions](index=62&type=section&id=Related%20Party%20Transactions) Certain transactions conducted in the ordinary course of business have been disclosed as related party transactions (see Note 34 to the consolidated financial statements), but none constituted related party transactions or continuing related party transactions that were not exempt from compliance with the annual reporting requirements of Chapter 20 of the GEM Listing Rules - Certain transactions conducted in the ordinary course of business have been disclosed as related party transactions (see **Note 34 to the consolidated financial statements**)[353](index=353&type=chunk)[357](index=357&type=chunk) - None constituted related party transactions or continuing related party transactions that were not exempt from compliance with the annual reporting requirements of **Chapter 20 of the GEM Listing Rules**[353](index=353&type=chunk)[357](index=357&type=chunk) [Dividend Policy](index=62&type=section&id=Dividend%20Policy) The Board adopted a dividend policy on November 8, 2018, aiming to allow shareholders to share in profits while retaining sufficient reserves for future growth; the ability to pay dividends depends on various factors, including operations, financial position, economic environment, and contractual restrictions - The Board adopted a dividend policy on **November 8, 2018**, aiming to allow shareholders to share in the Group's profits and for the Group to retain sufficient reserves for future growth[354](index=354&type=chunk)[358](index=358&type=chunk) - The Company's ability to pay dividends will depend on the Group's current and future operations, financial position, development channels, prevailing economic environment, contractual restrictions, capital, and other reserve requirements[354](index=354&type=chunk)[358](index=358&type=chunk) [Board Diversity Policy](index=63&type=section&id=Board%20Diversity%20Policy) The Board adopted a Board Diversity Policy on November 8, 2018, considering various factors including gender, age, cultural and educational background; as of the date of this report, the gender ratio of Board members is 4 males to 1 female, and Board diversity has been achieved - The Board adopted a Board Diversity Policy on **November 8, 2018**, considering factors such as gender, age, cultural and educational background, race, integrity, management experience, technical skills, industry, or professional knowledge and experience[359](index=359&type=chunk)[363](index=363&type=chunk) - As of the date of this report, the gender ratio of Board members is **4 males to 1 female**[359](index=359&type=chunk)[363](index=363&type=chunk) - The Nomination Committee has reviewed the Board Diversity Policy and believes that the Group achieved Board diversity for the year ended March 31, 2025[360](index=360&type=chunk)[364](index=364&type=chunk) [Nomination Policy](index=63&type=section&id=Nomination%20Policy) The Board adopted a Nomination Policy on November 8, 2018, outlining the methods, procedures, processes, and criteria for identifying director nominations, and making recommendations on director appointments, re-appointments, and succession planning; the Nomination Committee has reviewed the Nomination Policy and considers it effective - The Board adopted a Nomination Policy on **November 8, 2018**, outlining the methods, procedures, processes, and criteria for identifying director nominations[361](index=361&type=chunk)[365](index=365&type=chunk) - The Nomination Committee, when evaluating candidates, refers to their experience in the Company's principal business and/or industry, the balance of skills, knowledge, and experience on the Board, and various aspects outlined in the Board Diversity Policy[362](index=362&type=chunk)[365](index=365&type=chunk) - The Nomination Committee has reviewed the Nomination Policy to ensure its effectiveness and believes that the Board possessed a balance of professional knowledge, skills, and experience required for the Company's business for the year ended March 31, 2025[367](index=367&type=chunk)[373](index=373&type=chunk) [Remuneration Policy](index=64&type=section&id=Remuneration%20Policy) The Group's employee remuneration policy is formulated by the Remuneration Committee based on employee merit, qualifications, and abilities; the Directors' remuneration policy is determined by the Remuneration Committee after considering the Group's operating results, individual performance, and comparable market statistics - The Group's employee remuneration policy is formulated by the Remuneration Committee based on employee merit, qualifications, and abilities[368](index=368&type=chunk)[374](index=374&type=chunk) - The Directors' remuneration policy is determined by the Remuneration Committee after considering the Group's operating results, individual performance, and comparable market statistics[368](index=368&type=chunk)[374](index=374&type=chunk) [Corporate Governance](index=64&type=section&id=Corporate%20Governance) The Company has applied and complied with the Corporate Governance Code as set out in Appendix C1 of the Listing Rules - The Company has applied and complied with the Corporate Governance Code as set out in **Appendix C1 of the Listing Rules**[369](index=369&type=chunk)[375](index=375&type=chunk) [Sufficiency of Public Float](index=64&type=section&id=Sufficiency%20of%20Public%20Float) Based on publicly available information, as of the date of this report, the percentage of shares held by the public exceeds 25% of the total issued shares - As of the date of this report, the percentage of shares held by the public exceeds **25% of the total issued shares**[370](index=370&type=chunk)[376](index=376&type=chunk) [Events After the End of the Reporting Period](index=64&type=section&id=Events%20After%20the%20End%20of%20the%20Reporting%20Period) Details of significant events after the end of the reporting period are set out in Note 38 to the consolidated financial statements - Details of significant events after the end of the reporting period are set out in **Note 38 to the consolidated financial statements**[371](index=371&type=chunk)[377](index=377&type=chunk) [Indemnity of Directors](index=64&type=section&id=Indemnity%20of%20Directors) Approved indemnity provisions for liabilities incurred by Directors remain in force and were effective throughout the year ended March 31, 2025 - Approved indemnity provisions for liabilities incurred by Directors remain in force and were effective throughout the year ended March 31, 2025[372](index=372&type=chunk)[378](index=378&type=chunk) [Business Review](index=65&type=section&id=Business%20Review) Further discussion and analysis of the Group's business, including principal risks and uncertainties, and indications of future business developments, are provided in the "Management Discussion and Analysis" section of this report - Further discussion and analysis of the Group's business are provided in the **"Management Discussion and Analysis" section of this report**[379](index=379&type=chunk)[382](index=382&type=chunk) [Review of the Final Results by Audit Committee](index=65&type=section&id=Review%20of%20the%20Final%20Results%20by%20Audit%20Committee) The Audit Committee has reviewed the Group's audited consolidated financial results for the year ended March 31, 2025, and considers them to be prepared in compliance with applicable accounting standards and requirements, with adequate disclosures - The Audit Committee has reviewed the Group's audited consolidated financial results for the year ended March 31, 2025[380](index=380&type=chunk)[383](index=383&type=chunk) - The Audit Committee believes that the preparation of these results complied with applicable accounting standards and requirements and included adequate disclosures[380](index=380&type=chunk)[383](index=383&type=chunk) [Auditors](index=65&type=section&id=Auditors) The Group's consolidated financial statements for the year ended March 31, 2025, were audited by National Alliance CPA Limited, who will retire at the upcoming Annual General Meeting and are eligible and willing to be re-appointed - The Group's consolidated financial statements for the year ended March 31, 2025, were audited by **National Alliance CPA Limited**[381](index=381&type=chunk)[384](index=384&type=chunk) - The auditors will retire at the upcoming Annual General Meeting and are eligible and willing to be re-appointed[381](index=381&type=chunk)[384](index=384&type=chunk) [Independent Auditors' Report](index=66&type=section&id=Independent%20Auditors'%20Report) [Opinion](index=66&type=section&id=Opinion) The auditors believe that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards, and have been properly prepared in compliance with the disclosur

[Company Information](index=4&type=section&id=Company%20Information) [Company Overview](index=4&type=section&id=Company%20Overview) This section outlines Novelty Asia Holdings Limited's fundamental corporate details, including its board, key personnel, and operational contacts - The company's Board of Directors comprises **four executive directors** and **four independent non-executive directors**, with Mr. Wong Wai Yu as Chairman and Mr. Man Yu Hin as Chief Executive Officer[6](index=6&type=chunk) - PricewaterhouseCoopers is the company's auditor[8](index=8&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) The Chairman's Statement reviews the 2025 fiscal year, highlighting the Group's business resilience, stable core knitting operations, growing contributions from diversified segments, and strategic expansion in Vietnam | Indicator | FY2025 (million HKD) | Change | | :--- | :--- | :--- | | **Total Revenue** | 4,352.1 | -0.6% | | **Gross Profit** | 781.8 | +1.0% | | **Gross Profit Margin** | 18.0% | +0.3pp | | **Operating Profit** | 449.9 | -3.8% | | **Profit for the Year** | 355.4 | -6.6% | - Sales volume of men's and women's knitwear decreased by **9.6% to 29.1 million pieces** due to delayed seasonal shifts, but revenue only slightly declined by **4.2%** due to increased average selling prices from cashmere sweater orders[14](index=14&type=chunk) - Business diversification strategy shows initial success with stable cashmere yarn sales and significant improvement in fabric business, contributing increasingly to Group revenue[13](index=13&type=chunk) - To address order shifts from mainland China, the Group strategically expanded its production capacity in Vietnam, leveraging cost advantages and robust infrastructure to establish it as a key production base[12](index=12&type=chunk)[17](index=17&type=chunk) - The Board declared a second interim dividend of **1.5 HK cents per share**, bringing the full-year dividend payout ratio to **75%** including the first interim dividend of **9.8 HK cents per share**[15](index=15&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review](index=11&type=section&id=Financial%20Review) This fiscal year's financial review highlights a slight revenue decrease, improved gross profit margin driven by fabric business, and a decline in profit attributable to owners due to reduced other income and increased administrative expenses | Financial Indicator (Year ended March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | Change | | :--- | :--- | :--- | :--- | | **Revenue** | 4,352,130 | 4,378,888 | -0.6% | | **Gross Profit** | 781,815 | 774,239 | +1.0% | | **Gross Profit Margin** | 18.0% | 17.7% | +0.3pp | | **Operating Profit** | 449,910 | 467,497 | -3.8% | | **Profit for the Year Attributable to Owners of the Company** | 342,327 | 361,672 | -5.4% | | **Adjusted Net Profit** | 342,753 | 396,471 | -13.5% | - Sales volume of men's and women's knitwear decreased from **32.2 million pieces to 29.1 million pieces**, partially offset by an increase in average selling price from **HKD 109.1 to HKD 115.6**[23](index=23&type=chunk) - Net other income significantly decreased from **HKD 78.2 million to HKD 41.2 million**, primarily due to a **HKD 21.0 million** reduction in exchange gains and a **HKD 16.4 million** decrease in gains from disposal of property, plant, and equipment[27](index=27&type=chunk) - No impairment loss was recorded for the Myanmar production base in FY2025, compared to an impairment loss of **HKD 34.0 million** in FY2024[30](index=30&type=chunk) [Consolidated Cash Flow Statement Analysis](index=16&type=section&id=Consolidated%20Cash%20Flow%20Statement%20Analysis) This fiscal year saw a net decrease in cash and cash equivalents, primarily driven by a significant reduction in net cash from operating activities due to increased inventory, and expanded net cash outflows from investing and financing activities | Cash Flow Item (Year ended March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | **Net Cash Generated from Operating Activities** | 222,940 | 582,949 | | **Net Cash Used in Investing Activities** | (238,307) | (145,057) | | **Net Cash Used in Financing Activities** | (272,114) | (435,922) | | **Cash and Cash Equivalents at Year End** | 430,818 | 717,404 | - Net cash from operating activities significantly decreased, primarily due to a **HKD 280.1 million** increase in inventories[40](index=40&type=chunk) [Liquidity, Financial Resources and Risk Management](index=17&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Risk%20Management) The Group's gearing ratio significantly increased, with cash and cash equivalents primarily denominated in USD and RMB, while comprehensive policies are in place to manage foreign currency, interest rate, credit, and liquidity risks - The gearing ratio (net debt/total capital) increased from **8.9%** as of March 31, 2024, to **20.1%** as of March 31, 2025[44](index=44&type=chunk) - As of March 31, 2025, total bank borrowings and lease liabilities amounted to **HKD 1,095.1 million**, with **80.4%** denominated in HKD[45](index=45&type=chunk) - The Group's foreign currency exposure primarily stems from RMB (operating expenses) and USD (sales revenue), with USD risk considered minimal due to the HKD peg, while RMB-USD exchange rate risk is closely monitored[47](index=47&type=chunk) - To mitigate interest rate risk, the Group entered into HKD interest rate swap contracts during the year[48](index=48&type=chunk) [Capital Expenditure and Human Resources](index=18&type=section&id=Capital%20Expenditure%20and%20Human%20Resources) This fiscal year, the Group incurred significant capital expenditure primarily for new production facilities in Vietnam and machinery, while maintaining a substantial global workforce with associated annual employee costs - Capital expenditure amounted to approximately **HKD 466.9 million**, primarily for the new production base in Vietnam and machinery procurement[51](index=51&type=chunk) - As of March 31, 2025, the Group's capital commitments were approximately **HKD 157.1 million**[52](index=52&type=chunk) - As of March 31, 2025, the Group employed approximately **15,400 full-time staff**, with total annual employee costs (including directors' emoluments) of **HKD 1,023.9 million**[60](index=60&type=chunk) [Biographies of Directors and Senior Management](index=20&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) [Biographies of Directors and Senior Management](index=20&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, covering their roles, responsibilities, and professional backgrounds - The executive director team includes Chairman Mr. Wong Wai Yu, CEO Mr. Man Yu Hin, Chief Production Officer Mr. Wong Ting Chun, and Chief Operating Officer Mr. Li Po Sing, overseeing corporate strategy, daily operations, production, and knitwear business respectively[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk) - The independent non-executive director team comprises Ms. Fanny Law Fan Chiu Fun, Mr. Kan Chung Shun, Mr. Fan Chun Wah Andrew, and Mr. Yip Shue Kwong, possessing extensive experience in public administration, law, accounting, and finance[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[71](index=71&type=chunk) - Senior management includes Chief Financial Officer and Company Secretary Mr. To Chi Keung, responsible for key functions such as financial planning, reporting, and risk management[73](index=73&type=chunk) [Corporate Governance Report](index=25&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=25&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company maintains high corporate governance standards, complying with all mandatory code provisions, with a diverse Board of Directors comprising executive and independent non-executive members, ensuring separation of Chairman and CEO roles, and achieving full attendance at all board meetings - The company confirmed compliance with all mandatory code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules for the year ended March 31, 2025[76](index=76&type=chunk) - The Board comprises **4 executive directors and 4 independent non-executive directors**, meeting the Listing Rules' requirement for at least one-third independent non-executive directors[81](index=81&type=chunk)[83](index=83&type=chunk) - The roles of Chairman (Mr. Wong Wai Yu) and Chief Executive Officer (Mr. Man Yu Hin) are separate with clear responsibilities[93](index=93&type=chunk) - Four Board meetings were held during the reporting year, with **100% attendance** from all directors[91](index=91&type=chunk)[92](index=92&type=chunk) [Board Committees](index=31&type=section&id=Board%20Committees) This section outlines the responsibilities, composition, and annual work of the Executive, Audit, Remuneration, and Nomination Committees, highlighting their roles in financial oversight, remuneration policy, and board structure - The Audit Committee consists of **three independent non-executive directors**, chaired by Mr. Fan Chun Wah Andrew, who possesses accounting qualifications, and held **two meetings** during the year[95](index=95&type=chunk)[96](index=96&type=chunk) - The Remuneration Committee comprises **one executive director and two independent non-executive directors**, held **one meeting** during the year, and reviewed directors' and senior management's remuneration[97](index=97&type=chunk)[98](index=98&type=chunk) - The Nomination Committee consists of **one executive director and two independent non-executive directors**, held **one meeting** during the year, and reviewed the Board's structure, size, and composition[99](index=99&type=chunk)[101](index=101&type=chunk) - In FY2025, audit service fees paid to external auditor PricewaterhouseCoopers amounted to **HKD 2.3 million**, and non-audit service fees were **HKD 0.6 million**[102](index=102&type=chunk) [Internal Control and Risk Management](index=36&type=section&id=Internal%20Control%20and%20Risk%20Management) The Group employs a 'three lines of defense' risk governance framework, with internal controls based on the COSO framework, and the Board has reviewed its effectiveness in managing significant risks such as global trade, geopolitical events, raw material prices, supply chain, customer concentration, and compliance - The Group's risk governance framework is guided by the 'three lines of defense' model, with internal control systems developed in reference to the COSO framework[116](index=116&type=chunk)[117](index=117&type=chunk) - The Board confirmed that it reviewed the risk management and internal control systems for the current fiscal year and deemed them adequate and effective[129](index=129&type=chunk)[135](index=135&type=chunk) - Key risks faced by the Group include volatile global trade conditions, geopolitical impacts, fluctuating raw material prices (e.g., cashmere), supply chain instability, high customer concentration, and multi-jurisdictional legal and regulatory compliance risks[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) [Directors' Report](index=43&type=section&id=Directors%27%20Report) [Business and Financial Overview](index=43&type=section&id=Business%20and%20Financial%20Overview) This section provides an overview of the Group's stable knitwear manufacturing business, FY2025 performance, dividend distribution, charitable contributions, and distributable reserves - The Group's principal business is knitwear manufacturing, with no significant changes during the year[147](index=147&type=chunk) - The Board declared a second interim dividend of **1.5 HK cents per share**, bringing the total full-year dividend to **11.3 HK cents** including the interim dividend of **9.8 HK cents** already paid[149](index=149&type=chunk) - As of March 31, 2025, the company's distributable reserves were approximately **HKD 2,148.6 million**[151](index=151&type=chunk) - High concentration of major customers and suppliers: the top five customers accounted for **68.9%** of sales, and the top five suppliers accounted for **68.5%** of purchases[157](index=157&type=chunk) [Connected Transactions](index=46&type=section&id=Connected%20Transactions) This section discloses the Group's non-exempt continuing connected transactions during the reporting period, including a significant raw material procurement agreement, a joint venture for cashmere yarn production in Vietnam, and property lease renewals, all in compliance with Listing Rules - A raw material procurement agreement was entered into with connected person Hebei Yuteng Cashmere Products Co., Ltd., with an annual cap of **RMB 710 million** for the year ended March 31, 2025[166](index=166&type=chunk) - A joint venture agreement was entered into with Hebei Yuteng for cashmere yarn production in Vietnam, requiring a **USD 4.4 million** capital injection from the company's subsidiary Nan Guan (representing **55% equity interest**)[171](index=171&type=chunk) - The independent non-executive directors and auditor have reviewed these continuing connected transactions, confirming they were conducted on normal commercial terms and are in the overall interest of shareholders[167](index=167&type=chunk) [Directors' and Shareholders' Interests](index=48&type=section&id=Directors%27%20and%20Shareholders%27%20Interests) This section discloses the interests of directors, chief executives, and substantial shareholders in the company's shares as of March 31, 2025, details the outstanding share option scheme, and confirms the full utilization of IPO net proceeds - The controlling shareholder (Novelty Asia Investment Limited, controlled by Ting Wai Trust) holds **1,500,000,000 shares**, representing approximately **65.81%** of the issued share capital[198](index=198&type=chunk) Share Option Scheme Status (As of March 31, 2025) | Share Option Scheme Status (As of March 31, 2025) | Quantity | | :--- | :--- | | **Balance at Beginning of Year** | 48,538,000 | | **Granted During Year** | 0 | | **Exercised During Year** | 0 | | **Cancelled During Year** | (1,032,000) | | **Balance at End of Year** | 47,506,000 | - Net proceeds from the initial public offering of approximately **HKD 635.4 million** have been fully utilized, with the last portion allocated to the construction and equipment procurement for the Dak Lak factory in Vietnam[202](index=202&type=chunk)[203](index=203&type=chunk) [Environmental, Social and Governance (ESG)](index=57&type=section&id=Environmental%2C%20Social%20and%20Governance%20%28ESG%29) This section outlines the Group's policies and practices across environmental protection, compliance, workplace quality, health and safety, employee development, and stakeholder relations, confirming no material non-compliance issues during the year - The Group is committed to implementing environmental policies, complying with environmental laws and regulations in its factory locations, and minimizing environmental impact[213](index=213&type=chunk) - The Board confirmed that for the year ended March 31, 2025, it was unaware of any material non-compliance or breaches that would significantly impact the Group's operations[214](index=214&type=chunk) - The Group values its employees, offering competitive remuneration, on-the-job training, equal promotion opportunities, and a safe and healthy working environment[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) [Independent Auditor's Report](index=59&type=section&id=Independent%20Auditor%27s%20Report) [Independent Auditor's Report](index=59&type=section&id=Independent%20Auditor%27s%20Report) PricewaterhouseCoopers issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming their fair presentation and compliance with disclosure requirements, with 'Tax Provisions' highlighted as a key audit matter due to complex cross-jurisdictional judgments - Auditor PricewaterhouseCoopers issued an **unmodified opinion** (Clean Opinion) on the consolidated financial statements[222](index=222&type=chunk) - A key audit matter is 'Tax Provisions,' noted due to the Group's multi-jurisdictional operations in Hong Kong, mainland China, and Vietnam, involving complex cross-border arrangements and diverse tax regulations requiring significant management judgment and estimation[228](index=228&type=chunk) [Consolidated Financial Statements](index=65&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=65&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) This fiscal year, the Group reported a slight decrease in revenue, with gross profit at HKD 781.8 million and a profit for the year of HKD 355.4 million, resulting in basic earnings per share of 15.02 HK cents | Item (Year ended March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | **Revenue** | 4,352,130 | 4,378,888 | | **Gross Profit** | 781,815 | 774,239 | | **Operating Profit** | 449,910 | 467,497 | | **Profit for the Year** | 355,414 | 380,704 | | **Profit for the Year Attributable to Owners of the Company** | 342,327 | 361,672 | | **Basic Earnings Per Share (HK cents)** | 15.02 | 15.87 | [Consolidated Statement of Financial Position](index=67&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets stood at HKD 4,778.6 million, with total liabilities of HKD 2,140.9 million, resulting in total equity of HKD 2,637.7 million and net current assets of HKD 814.6 million | Item (As of March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | **Total Assets** | 4,778,595 | 4,448,103 | | **Total Liabilities** | 2,140,890 | 1,849,144 | | **Total Equity** | 2,637,705 | 2,598,959 | | **Non-current Assets** | 2,550,769 | 2,399,172 | | **Current Assets** | 2,227,826 | 2,048,931 | | **Net Current Assets** | 814,592 | 787,853 | [Consolidated Statement of Cash Flows](index=70&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This fiscal year, net cash generated from operating activities significantly decreased, while net cash outflows from investing and financing activities led to a net reduction in cash and cash equivalents, ending the period at HKD 430.8 million | Item (Year ended March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | **Net Cash Generated from Operating Activities** | 222,940 | 582,949 | | **Net Cash Used in Investing Activities** | (238,307) | (145,057) | | **Net Cash Used in Financing Activities** | (272,114) | (435,922) | | **Net Decrease in Cash and Cash Equivalents** | (287,481) | 1,970 | | **Cash and Cash Equivalents at Year End** | 430,818 | 717,404 | [Notes to the Consolidated Financial Statements](index=71&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and supplementary information to the consolidated financial statements, covering accounting policies, key estimates, segment information, asset/liability details, related party transactions, capital commitments, and financial instrument risk management [Financial Summary](index=136&type=section&id=Financial%20Summary) [Five-Year Financial Summary](index=136&type=section&id=Five-Year%20Financial%20Summary) This section provides a summary of the Group's key performance and financial position data for the past five fiscal years, showing stable revenue around HKD 4 billion and a recovery in profit attributable to owners after a FY2023 low Results (Year ended March 31) | Results (Year ended March 31) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue (thousand HKD)** | 4,352,130 | 4,378,888 | 4,602,307 | 4,040,472 | 3,848,554 | | **Profit for the Year Attributable to Owners of the Company (thousand HKD)** | 342,327 | 361,672 | 134,844 | 263,302 | 313,677 | Assets and Liabilities (As of March 31) | Assets and Liabilities (As of March 31) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets (thousand HKD)** | 4,778,595 | 4,448,103 | 4,429,101 | 4,814,257 | 4,655,610 | | **Total Equity (thousand HKD)** | 2,637,705 | 2,598,959 | 2,477,674 | 2,602,894 | 2,416,135 | | **Total Liabilities (thousand HKD)** | 2,140,890 | 1,849,144 | 1,951,427 | 2,211,363 | 2,239,475 |

[Performance Highlights](index=1&type=section&id=%E6%A5%AD%E7%B8%BE%E6%A6%82%E8%A6%81) The company achieved robust financial growth in the first half of 2025, marked by increased revenue and net profit, alongside a declared interim dividend [Financial Summary](index=1&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) The company reported robust performance for the six months ended June 30, 2025, with total revenue increasing 9.9% to $62.94 million and net profit rising 13.4% to $21.67 million, alongside an interim dividend declaration Key Financial Indicators for H1 2025 | Indicator | H1 2025 (Million USD) | YoY Growth | | :--- | :--- | :--- | | Revenue | 62.943 | +9.9% | | Net Profit | 21.665 | +13.4% | | Basic Earnings Per Share | 0.0196 | +12.6% | - The Board decided to declare an interim dividend of **HK$0.1234 per share** for the six months ended June 30, 2025[3](index=3&type=chunk) [Consolidated Financial Statements](index=2&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) The consolidated financial statements provide a comprehensive overview of the company's financial position, performance, and cash flows for the period [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the company's revenue grew to $62.94 million, gross profit reached $34.96 million with a stable gross margin of 55.5%, and profit attributable to owners of the parent increased 13.4% to $21.67 million Summary of Profit or Loss Statement (For the six months ended June 30, Thousand USD) | Item | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 62,943 | 57,298 | +9.9% | | Gross Profit | 34,963 | 31,745 | +10.1% | | Profit Before Tax | 26,577 | 22,710 | +17.0% | | Profit for the Period Attributable to Owners of the Parent | 21,665 | 19,103 | +13.4% | | Basic Earnings Per Share (US cents) | 1.96 | 1.74 | +12.6% | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the company's total assets stood at $107 million and net assets at $51.56 million, with a decrease in cash and cash equivalents, a significant increase in trade receivables, and a reduction in inventory levels compared to year-end 2024 Key Items from Statement of Financial Position (Thousand USD) | Item | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Net Assets | 51,557 | 56,299 | -8.4% | | Cash and Cash Equivalents | 55,666 | 65,933 | -15.6% | | Trade Receivables | 25,869 | 15,497 | +66.9% | | Inventories | 13,619 | 16,160 | -15.7% | | Interest-bearing Bank Borrowings | 3,085 | 8,516 | -63.8% | [Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) During the period, net cash inflow from operating activities was $22.27 million, but net cash outflow from financing activities, primarily due to $26.90 million in dividend payments, resulted in a net decrease of $10.27 million in cash and cash equivalents Summary of Cash Flow Statement (For the six months ended June 30, Thousand USD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 22,270 | 31,843 | | Net Cash Flow from Investing Activities | 486 | 138 | | Net Cash Flow Used in Financing Activities | (33,030) | (15,370) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (10,274) | 16,611 | - The primary reason for the cash outflow from financing activities was the payment of **$26.90 million in dividends**, significantly higher than the **$17.40 million** in the same period last year[8](index=8&type=chunk) [Management Discussion and Analysis](index=19&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) Management discusses the company's operating performance, business developments, and financial resources, outlining strategic initiatives and future outlook [Operating Results](index=19&type=section&id=%E7%B6%93%E7%87%9F%E6%A5%AD%E7%B8%BE) The company's overall operating performance was robust, with total revenue growing 9.9%, primarily driven by mobile network priority connectivity products and software license sales, while gross margin remained stable at 55.5% and total operating expenses increased modestly by 4.2% due to higher R&D investment [Revenue Analysis](index=19&type=section&id=%E6%94%B6%E5%85%A5%E5%88%86%E6%9E%90) Total revenue increased to $62.94 million, with mobile network priority connectivity product sales growing 14.4% and software license sales increasing 33.8%, while EMEA and Asia regions showed strong growth of 39.2% and 44.3% respectively, and North America experienced a slight decline due to high base effect Revenue by Product/Service Category (Thousand USD) | Product/Service Category | H1 2025 | H1 2024 | YoY Growth | | :--- | :--- | :--- | :--- | | Mobile Network Priority Connectivity | 36,831 | 32,194 | +14.4% | | Software Licenses | 5,055 | 3,777 | +33.8% | | Warranty and Support Services | 13,441 | 12,575 | +6.9% | | Fixed Network Priority Connectivity | 7,616 | 8,752 | -13.0% | Revenue by Region (Thousand USD) | Region | H1 2025 | H1 2024 | YoY Growth | | :--- | :--- | :--- | :--- | | Europe, Middle East and Africa (EMEA) | 20,497 | 14,725 | +39.2% | | Asia | 5,862 | 4,061 | +44.3% | | North America | 34,394 | 36,761 | -6.4% | [Recurring Sales](index=20&type=section&id=%E7%B6%93%E5%B8%B8%E6%80%A7%E9%8A%B7%E5%94%AE) Recurring sales increased 12.5% year-over-year to $17.70 million, raising their proportion of total revenue from 27.5% to 28.1%, with healthy growth in the number of subscribed devices and usage rates indicating a strong future recurring revenue pipeline Revenue by Nature (Thousand USD) | Revenue Type | H1 2025 | % of Total | H1 2024 | % of Total | YoY Growth | | :--- | :--- | :--- | :--- | :--- | :--- | | One-off Sales | 45,245 | 71.9% | 41,566 | 72.5% | +8.9% | | Recurring Sales | 17,698 | 28.1% | 15,732 | 27.5% | +12.5% | [Gross Profit and Expenses](index=22&type=section&id=%E6%AF%9B%E5%88%A9%E5%8F%8A%E9%96%8B%E6%94%AF) Overall gross margin remained stable at 55.5%, with warranty and support services and software licensing businesses maintaining high gross margins exceeding 90%, while total operating expenses increased 4.2% to $10.15 million, primarily due to a 9.9% rise in R&D expenses driven by increased salaries - Gross margin was approximately **55.5%**, consistent with the prior year period, with warranty and support services and software licenses achieving high gross margins of **94.5%** and **90.6%** respectively[49](index=49&type=chunk)[50](index=50&type=chunk) - Total operating expenses increased by **4.2%** year-over-year to **$10.15 million**, primarily due to a **9.9%** increase in research and development, consulting, and other expenses driven by higher salaries[56](index=56&type=chunk)[58](index=58&type=chunk) [Business Review and Outlook](index=25&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%89%8D%E6%99%AF) Management expresses confidence in future growth, deepening collaboration with Starlink and establishing a new partnership with Iridium to expand the low-earth orbit satellite communication market, launching the SpeedFusion Connect mobile application, and planning to accelerate subscription business growth by optimizing partner experience and developing targeted regional strategies for price-sensitive EMEA and APAC markets - Expansion of collaboration with low-earth orbit satellite providers: The scope of cooperation with Starlink has been extended to all Starlink devices, and a new marketing partnership has been established with Iridium[66](index=66&type=chunk) - Launch of SpeedFusion Connect application: A new application has been launched on iOS and Android platforms, aiming to combine mobile data and WiFi for more stable network experience on mobile devices and to explore new markets[67](index=67&type=chunk) - Acceleration of subscription business growth: The subscription rate increased from **34.1% to 36.5%** during the period, and the company plans to further boost it by adding new features and removing partner obstacles[68](index=68&type=chunk) - Development of regional strategies: Plans are underway to develop specialized products and strategies for the EMEA and Asia-Pacific regions to address the price-sensitive nature of these markets[64](index=64&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=27&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E6%94%BF%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The company maintains a healthy financial position, with the gearing ratio significantly decreasing from 15.1% at the end of 2024 to 6.0%, and the group primarily funds its operations through cash generated from its own business activities without facing liquidity issues - As of June 30, 2025, the gearing ratio (total borrowings/total equity) was approximately **6.0%**, a significant decrease from **15.1%** at the end of 2024[70](index=70&type=chunk) [Other Disclosures](index=28&type=section&id=%E5%85%B6%E4%BB%96%E6%8A%AB%E9%9C%B2%E4%BA%8B%E9%A0%85) This section details additional corporate information including dividend declarations, share option schemes, and corporate governance practices [Dividends](index=28&type=section&id=%E8%82%A1%E6%81%AF) The Board declared an interim dividend of HK$0.1234 per share for the six months ended June 30, 2025, payable on August 26, 2025, to shareholders on record as of August 15, 2025 - An interim dividend of **HK$0.1234 per share** was declared, higher than **HK$0.1083 per share** for the same period in 2024[27](index=27&type=chunk)[78](index=78&type=chunk) [Share Option Scheme](index=30&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) As of June 30, 2025, a total of 12,274,000 unexercised share options remained, with 647,000 options exercised and 400,000 forfeited due to resignation during the period, and no new options granted - As of June 30, 2025, **12,274,000 share options** remained unexercised under the share option scheme[84](index=84&type=chunk) - Equity-settled share-based payment expenses for the period amounted to approximately **$153,000**[39](index=39&type=chunk)[57](index=57&type=chunk) [Corporate Governance](index=32&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB) The company has adopted and complied with all applicable provisions of the Corporate Governance Code, and the Audit Committee has reviewed these interim results - During the reporting period, the company complied with all applicable code provisions set out in the Corporate Governance Code[91](index=91&type=chunk) - The Audit Committee has reviewed the Group's interim results and discussed audit, internal control, and financial reporting matters with management[93](index=93&type=chunk)

2024/25 ANNUAL REPORT 年報 ZH A O BANGJI LIFESTYLE HOLDINGS LIMITE D 兆 邦 基 生活控 股 有 限 公 司 2024/25 ANN UAL REPORT 年 報 CONTENTS 目錄 | Corporate Information | 公司資料 | 2 | | --- | --- | --- | | Chairman's Statement | 主席報告 | 5 | | Management Discussion and Analysis | 管理層討論及分析 | 6 | | Biographical Details of Directors and Senior Management | 董事及高級管理層履歷詳情 | 16 | | Corporate Governance Report | 企業管治報告 | 20 | | Report of the Directors | 董事會報告 | 44 | | Independent Auditor's Report | 獨立核數師報告 | 60 | | Consolidated Statement ...

) (Incorporated in Bermuda with limited liability 於百慕達註冊成立之有限公司 (Stock Code 股份代號: 970) ANNUAL REPORT 年報 2025 ANNUAL REPORT 2025 年報 目錄 Contents | Corporate Information | 公司資料 | 2 | | --- | --- | --- | | Financial Highlights | 財務摘要 | 7 | | Chairman's Statement | 主席報告 | 10 | | Management Discussion and Analysis | 管理層討論及分析 | 13 | | Report of the Directors | 董事會報告 | 33 | | Corporate Governance Report | 企業管治報告 | 51 | | Biographies of Directors and Senior Management | 董事及高級管理人員之履歷 | 81 | | Environmental, Social an ...

King's Stone Holdings Group Limited 金石控股集團有限公司 （於開曼群島註冊成立的有限公司） （前稱SILVER TIDE HOLDINGS LIMITED銀濤控股有限公司） 股份代號：1943 年 報 2025 目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 3 | | 管理層討論及分析 | 5 | | 董事及高級管理層履歷資料 | 13 | | 董事會報告 | 18 | | 企業管治報告 | 28 | | 獨立核數師報告 | 41 | | 綜合損益及其他全面收益表 | 46 | | 綜合財務狀況表 | 47 | | 綜合權益變動表 | 49 | | 綜合現金流量表 | 50 | | 綜合財務報表附註 | 52 | | 五年財務摘要 | 114 | 1 金石控股集團有限公司 二零二五年年報 公司資料 董事 執行董事： 何鑫先生 （主席兼行政總裁） （於二零二五年七月十一日獲委任） 王建峰先生 （主席兼行政總裁）（於二零二五年七月 十一日辭任主席兼行政總裁，但仍為執行董事） 曾婧雯女士 （於二零二五年七月十一日獲委任） 趙瑞強先生 （副主席） （ ...

[Management Discussion and Analysis](index=2&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=3&type=section&id=Business%20Review) The Group's core dried cassava chip revenue decreased by 18.2% this year due to global high interest rates and a weaker China recovery, with hotel income also declining - The Group's core business involves sourcing dried cassava chips in Southeast Asia for sale in China, alongside operating hotel and serviced apartment businesses[5](index=5&type=chunk) Revenue Performance by Business Segment | Business Segment | FY2025 Revenue (HKD) | FY2024 Revenue (HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Sourcing and Sale of Dried Cassava Chips | Approx. 960.5 million | Approx. 1,173.6 million | -18.2% | | Hotel and Serviced Apartments | Approx. 13 million | Approx. 14.8 million | -12.2% | - The decline in dried cassava chip revenue was primarily due to the sluggish economic recovery in mainland China and weak alcohol demand influenced by electric vehicle penetration[6](index=6&type=chunk) [Financial Review of Audited Results](index=3&type=section&id=Financial%20Review%20of%20Audited%20Results) Total revenue decreased by 18.2% to **978 million HKD**, gross margin fell to 6.6% due to logistics changes, and the annual loss expanded to **131 million HKD**, impacting net assets and capital gearing Key Financial Indicators for FY2025 | Indicator | FY2025 | FY2024 | Reason for Change | | :--- | :--- | :--- | :--- | | Total Revenue | 978 million HKD | 1,193 million HKD | Decrease in average selling price of dried cassava chips and reduced hotel revenue | | Dried Cassava Chip Gross Profit Margin | 6.6% | 11.3% | Change in customer logistics terms from C&F to FOB | | Selling and Distribution Costs | 36.7 million HKD | 113 million HKD | Change in customer contract terms, with customers bearing ocean freight costs | | Administrative Expenses | 128 million HKD | 99.7 million HKD | Increased impairment losses on right-of-use assets and hotel business | | Loss for the Year (Attributable to Owners) | 131 million HKD | 111 million HKD | Decreased revenue and increased asset impairment | | Capital Gearing Ratio | 51.8% | 39.0% | Increase in trade-related bank borrowings and asset impairment | | Inventory Turnover Days | 124.7 days | 117.1 days | Strategic inventory stocking to meet future demand | - As of March 31, 2025, the Group had approximately **220 employees**, with total annual staff costs of approximately **19.4 million HKD**[18](index=18&type=chunk) [Outlook](index=5&type=section&id=Outlook) The Group aims to consolidate its dried cassava chip leadership by expanding procurement in Southeast Asia, while diversifying into cassava starch manufacturing in Laos by late 2025 to reduce China market reliance - China's policy of encouraging non-grain based biofuel production remains unchanged, providing a continuous market foundation for the Group's dried cassava chip business[22](index=22&type=chunk) - The Group is expanding its procurement network in Thailand, Laos, and Cambodia to achieve economies of scale, reduce unit costs, and improve gross profit margins[22](index=22&type=chunk) - To expand into downstream industries and diversify markets, the Group has established a subsidiary in Laos for cassava starch manufacturing and processing, expected to commence production by the end of 2025, aiming to gradually reduce reliance on the Chinese market[23](index=23&type=chunk) [Directors and Senior Management](index=5&type=section&id=Directors%20and%20Senior%20Management) [Board of Directors](index=6&type=section&id=Board%20of%20Directors) The Board comprises three executive and three independent non-executive directors, with executive directors focusing on strategy and operations, and independent directors providing diverse professional expertise Board of Directors Composition | Name | Position | Key Responsibilities/Background | | :--- | :--- | :--- | | **Executive Directors** | | | | Mr. Chu Ming Chuen | Chairman | Formulating Group strategy and overall development | | Ms. Liu Yuk Ming | Executive Director | Formulating marketing strategies and daily operations | | Ms. Lam Ching Fun | Executive Director | Logistics systems, vessel chartering business management | | **Independent Non-Executive Directors** | | | | Ms. Amporn Lohathanulert | Independent Non-Executive Director | Bachelor of Mass Communication, with insurance industry experience | | Mr. Hung Sze Kit | Independent Non-Executive Director | Business administration professional, with government and corporate management experience | | Mr. Chui Chi Yan | Independent Non-Executive Director | Hong Kong practicing accountant, with over 35 years of accounting experience | [Senior Management](index=7&type=section&id=Senior%20Management) The senior management team, composed of experienced professionals in administration, finance, and China operations, is responsible for the Group's daily management and business execution, leveraging their extensive industry expertise Senior Management Members | Name | Position | Key Responsibilities | | :--- | :--- | :--- | | Ms. Wu Ni Na | Head of Administration and Human Resources | Responsible for Group administration and human resources | | Mr. Shum Sing Kee | Chief Financial Officer and Company Secretary | Responsible for the company's financial functions and financial management | | Ms. Zhu Ling Ling | Deputy Financial Controller | Responsible for overall oversight of the accounting department | | Mr. Wang Dong Dai | General Manager of Rizhao Yushun | Overseeing Rizhao Yushun's daily management and mainland China operations | | Ms. Jiang Ting | Deputy General Manager of Rizhao Yushun | Responsible for analysis of China's cassava market information and customer relations | [Report of the Directors](index=7&type=section&id=Report%20of%20the%20Directors) [Principal Activities and Results](index=8&type=section&id=Principal%20Activities%20and%20Results) The Group's main activities include dried cassava chip trade, hotel operations, and property investment; it recorded a loss for the year ended March 31, 2025, with no final dividend recommended - The Group's principal activities include sourcing dried cassava chips in Southeast Asia for sale in China, and operating hotels, serviced apartments, and property investments in China and Hong Kong[34](index=34&type=chunk) - No interim dividend was distributed for the current year, and the Board recommends no final dividend be paid[36](index=36&type=chunk) [Major Customers and Suppliers](index=9&type=section&id=Major%20Customers%20and%20Suppliers) The Group experienced high customer concentration this year, with the top five customers accounting for 68% of sales, while its supplier base was more diversified, with the top five suppliers accounting for less than 29% of purchases Customer and Supplier Concentration | Category | Percentage (FY2025) | Percentage (FY2024) | | :--- | :--- | :--- | | Sales to Top Five Customers | 68% | 79% | | Sales to Largest Customer | 31% | 33% | | Purchases from Top Five Suppliers | <29% | 43% | | Purchases from Largest Supplier | 19% | 27% | [Directors' and Major Shareholders' Interests in Shares](index=10&type=section&id=Directors'%20Interests%20in%20Shares) As of March 31, 2025, Chairman Mr. Chu Ming Chuen held approximately **61.66%** of the Company's issued share capital directly and through controlled corporations, with Fortune Art Management Limited directly holding **38.48%** Major Shareholder Holdings (as of March 31, 2025) | Shareholder Name | Capacity and Nature of Interest | Number of Ordinary Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Fortune Art Management | Directly Beneficially Owned | 225,000,000 | 38.48% | | Mr. Chu Ming Chuen | Directly Beneficially Owned | 135,520,715 | 23.18% | | | Through Controlled Corporations | 225,000,000 | 38.48% | | | **Total** | **360,520,715** | **61.66%** | [Continuing Connected Transactions](index=12&type=section&id=Continuing%20Connected%20Transactions) The Group engaged in continuing connected transactions this year, mainly leasing office and staff quarters from entities controlled by Chairman Mr. Chu and his spouse, which independent non-executive directors confirmed were on normal commercial terms - The Group leased office premises from Ya Fat Property Limited, controlled by Chairman Mr. Chu, with an annual rent of **0.574 million HKD**[63](index=63&type=chunk) - The Group leased staff quarters from Wealthy Yield Property Limited, controlled by Chairman's spouse Ms. Chu, with a monthly rent of **0.058 million HKD**[64](index=64&type=chunk) [Corporate Governance Report](index=13&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=14&type=section&id=Corporate%20Governance%20Practices) The Company generally complied with the Corporate Governance Code, but deviated by having the Chairman concurrently perform CEO functions, with the executive director team collectively overseeing management - During the reporting period, the Company deviated from the Corporate Governance Code as the roles of Chairman and Chief Executive Officer were assumed by the same individual (Chairman Mr. Chu Ming Chuen), and no separate CEO position was established[73](index=73&type=chunk) [Board and Board Committees](index=14&type=section&id=Board%20and%20Board%20Committees) The Board, responsible for strategy and oversight, held four meetings and established Audit, Remuneration, and Nomination Committees, all composed of independent non-executive directors, to ensure independent oversight of financial reporting, remuneration, and nominations - The Board of Directors comprises three executive directors and three independent non-executive directors, complying with Listing Rules requirements[79](index=79&type=chunk)[80](index=80&type=chunk) - The Board has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, all composed of independent non-executive directors[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk)[91](index=91&type=chunk) - The Company has adopted a Board Diversity Policy, aiming to enhance Board performance by considering multiple factors such as skills, experience, background, age, and gender[93](index=93&type=chunk)[94](index=94&type=chunk) [Accountability and Audit](index=18&type=section&id=Accountability%20and%20Audit) The Board is responsible for fair financial statements, with the Audit Committee assisting in oversight; **1.83 million HKD** was paid to Ernst & Young for audit services this year Auditor's Fees | Service Type | Fees (HKD '000) | | :--- | :--- | | Annual Audit Services | 1,830 | [Shareholders' Rights](index=19&type=section&id=Shareholders'%20Rights) The Company facilitates shareholder-Board communication via general meetings, allowing shareholders holding at least 10% of paid-up capital to request an extraordinary general meeting in writing - Shareholders holding not less than one-tenth of the Company's paid-up share capital have the right to request the Board to convene an extraordinary general meeting in writing[105](index=105&type=chunk) [Independent Auditor's Report](index=20&type=section&id=Independent%20Auditor's%20Report) [Auditor's Opinion](index=21&type=section&id=Auditor's%20Opinion) Auditor Ernst & Young issued an unmodified opinion, confirming the consolidated financial statements fairly present the Group's financial position, performance, and cash flows as of March 31, 2025, in compliance with Hong Kong Companies Ordinance - Auditor Ernst & Young issued an unmodified opinion on the consolidated financial statements[110](index=110&type=chunk) [Key Audit Matters](index=21&type=section&id=Key%20Audit%20Matters) The key audit matter was the fair value estimation of a Hong Kong commercial building, involving significant management judgment, which the auditor addressed by reviewing external valuations and assessing methodologies and assumptions - The key audit matter is the estimation of the fair value of a commercial building located in Hong Kong. This building is partly classified as investment property and partly as property, plant and equipment, collectively accounting for approximately **73%** of total non-current assets[112](index=112&type=chunk)[114](index=114&type=chunk) - The auditor's responses included reviewing external valuation reports, utilizing internal valuation experts to assess valuation methodologies and assumptions, evaluating the independence and competence of external valuers, and assessing related disclosures[118](index=118&type=chunk) [Consolidated Financial Statements](index=24&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=25&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For FY2025, revenue decreased to **978 million HKD**, and the annual loss expanded to **168 million HKD** due to reduced income and fair value losses, resulting in a **131 million HKD** loss attributable to owners and **22.36 HK cents** basic loss per share Key Consolidated Income Statement Data (HKD '000) | Indicator | FY2025 (HKD '000) | FY2024 (HKD '000) | | :--- | :--- | :--- | | Revenue | 977,903 | 1,193,032 | | Gross Profit | 81,150 | 152,041 | | Loss Before Tax | (162,045) | (139,790) | | Loss for the Year | (168,021) | (149,019) | | **Loss Attributable to Owners of the Company** | **(130,721)** | **(111,360)** | | Basic and Diluted Loss Per Share | (22.36 HK cents) | (19.04 HK cents) | [Consolidated Statement of Financial Position](index=26&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, net assets decreased to **349 million HKD**, with total assets at **1,697 million HKD** and liabilities at **1,347 million HKD**, leading to a **332 million HKD** net current liability due to increased current borrowings Key Consolidated Statement of Financial Position Data (HKD '000) | Indicator | March 31, 2025 (HKD '000) | March 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Non-current Assets | 984,372 | 1,050,248 | | Current Assets | 712,354 | 417,291 | | **Total Assets** | **1,696,726** | **1,467,539** | | Current Liabilities | 1,044,633 | 285,432 | | Non-current Liabilities | 302,611 | 698,156 | | **Total Liabilities** | **1,347,244** | **983,588** | | **Net Assets** | **349,482** | **483,951** | | **Total Equity** | **349,482** | **483,951** | [Consolidated Statement of Cash Flows](index=29&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group experienced a **204 million HKD** net cash outflow from operations, a **79.31 million HKD** outflow from investing, and a **290 million HKD** inflow from financing, resulting in a **6.25 million HKD** net increase in cash and equivalents to **57.8 million HKD** at year-end Key Consolidated Cash Flow Statement Data (HKD '000) | Indicator | FY2025 (HKD '000) | FY2024 (HKD '000) | | :--- | :--- | :--- | | Net Cash Flows From/(Used in) Operating Activities | (204,292) | 251,040 | | Net Cash Flows Used in Investing Activities | (79,309) | (55,522) | | Net Cash Flows From/(Used in) Financing Activities | 289,852 | (408,193) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 6,251 | (212,675) | | Cash and Cash Equivalents at End of Year | 57,804 | 49,424 | [Notes to the Financial Statements (Summary)](index=30&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes detail accounting policies and estimates, highlighting a **332 million HKD** net current liability due to reclassified bank loans, though management deems going concern appropriate; segment data shows declining dried cassava chip performance and losses in property and hotel segments - The Group had net current liabilities of **332 million HKD** at the end of the reporting period, primarily due to **879 million HKD** in interest-bearing bank loans reclassified as current liabilities due to covenant breaches. Management has taken measures (such as obtaining waivers, repaying part of the loans, and securing new loans from the controlling shareholder) to alleviate liquidity pressure and believes the company can continue as a going concern[143](index=143&type=chunk)[144](index=144&type=chunk)[146](index=146&type=chunk) Segment Results Summary (HKD '000) | Segment | FY2025 Revenue (HKD '000) | FY2025 Results (HKD '000) | FY2024 Revenue (HKD '000) | FY2024 Results (HKD '000) | | :--- | :--- | :--- | :--- | :--- | | Sourcing and Sale of Dried Cassava Chips | 960,498 | 5,955 | 1,173,577 | 16,915 | | Property Investment | 4,361 | (49,402) | 4,650 | (57,796) | | Hotel and Serviced Apartment Operations | 13,044 | (26,945) | 14,805 | (26,604) | - Due to deteriorating hotel operations and a subdued Hong Kong property market, the Group recognized impairment losses of **26.17 million HKD** on property, plant and equipment, and fair value change losses of **53.76 million HKD** on investment properties[127](index=127&type=chunk)[263](index=263&type=chunk) - Subsequent to the reporting period, in June 2025, the Group drew down an interest-bearing loan of **220 million HKD** from its controlling shareholder to support working capital[337](index=337&type=chunk) [Details of Properties Held by the Company](index=85&type=section&id=Details%20of%20Properties%20Held%20by%20the%20Company) [Property Portfolio Overview](index=86&type=section&id=Property%20Portfolio%20Overview) The Group holds a diversified property portfolio across Hong Kong, mainland China, Thailand, and Laos, including office, industrial, warehouse, and residential properties, supporting both core operations and investment - The Group holds multiple office properties and parking spaces in Hong Kong, including locations at Houston Centre and Connaught Place in Tsim Sha Tsui[339](index=339&type=chunk) - In mainland China, the Group holds industrial buildings in Shenzhen and staff quarters in Shandong[340](index=340&type=chunk) - In Thailand and Laos, the Group holds properties such as warehouses, office buildings, residential units, and industrial buildings to support its Southeast Asian sourcing and production operations[340](index=340&type=chunk) [Financial Summary](index=87&type=section&id=Financial%20Summary) [Five-Year Financial Data](index=88&type=section&id=Five-Year%20Financial%20Data) Five-year data shows revenue declining for two years post-2023 peak, with losses expanding for three consecutive years since 2022 profitability, and net assets continuously decreasing since 2022 Five-Year Performance Summary (HKD '000) | Year Ended March 31 | 2025 (HKD '000) | 2024 (HKD '000) | 2023 (HKD '000) | 2022 (HKD '000) | 2021 (HKD '000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 977,903 | 1,193,032 | 3,969,276 | 3,585,019 | 2,715,508 | | Profit/(Loss) Before Tax | (162,045) | (139,790) | (115,003) | 58,346 | (52,796) | | Profit/(Loss) for the Year | (168,021) | (149,019) | (144,586) | 34,490 | (48,496) | Five-Year Assets and Liabilities Summary (HKD '000) | As of March 31 | 2025 (HKD '000) | 2024 (HKD '000) | 2023 (HKD '000) | 2022 (HKD '000) | 2021 (HKD '000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 1,696,726 | 1,467,539 | 2,041,779 | 2,920,781 | 2,670,395 | | Total Liabilities | (1,347,244) | (983,588) | (1,379,229) | (2,087,871) | (1,869,610) | | **Net Assets** | **349,482** | **483,951** | **662,550** | **832,910** | **800,785** | [Company Information](index=88&type=section&id=Company%20Information) - The Company's stock code is **841**, listed on the Stock Exchange of Hong Kong Limited[346](index=346&type=chunk) - The Company's auditor is Ernst & Young[346](index=346&type=chunk) - The Company's registered office is in the Cayman Islands, with its head office and principal place of business located at Houston Centre, Tsim Sha Tsui, Hong Kong[346](index=346&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表 示，概不對因本公告全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 STANDARD CHARTERED PLC 渣打集團有限公司 （於英格蘭及威爾士註冊之有限責任的公眾有限公司） （編號：966425) （股份代號：02888) 截至二〇二五年六月三十日止上半年及第二季度之業績 —第二部分 渣打集團有限公司 －二〇二五年上半年業績 －第二部分 目錄 | 風險回顧 | 02 | | --- | --- | | 資本回顧 | 50 | | 董事責任聲明 | 56 | | 致渣打集團有限公司的獨立審閱報告 | 57 | | 財務報表 | 59 | | 財務報表附註 | 65 | | 其他補充資料 | 108 | | 股東資料 | 118 | | 重要通知 | 120 | | 詞彙 | 122 | 除另有指明其他貨幣外，本文件中提述的「元」字或「$」符號概指美元，而「仙」字或「c」符號概指一百分之一美元。 表現摘要至資本回顧及其他補充資料至詞彙中的資料未經審閱。 除文義另有所指 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表 示，概不對因本公告全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 STANDARD CHARTERED PLC 渣打集團有限公司 （於英格蘭及威爾士註冊之有限責任的公眾有限公司） （編號：966425) （股份代號：02888) 截至二〇二五年六月三十日止上半年及第二季度之業績—第一部分 渣打集團有限公司—二〇二五年上半年業績—第一部分 目錄 | 表現摘要 | 02 | | --- | --- | | 業績報表 | 04 | | 集團行政總裁回顧 | 05 | | 集團財務總監回顧 | 07 | | 財務回顧 | 10 | | 補充財務資料 | 17 | | 基本及列賬基準業績對賬 | 25 | | 其他表現指標 | 27 | | 集團風險總監回顧 | 29 | | 股東資料 | 36 | | 重要通知 | 38 | 除另有指明其他貨幣外，本文件中提述的「元」字或「$」符號概指美元，而「仙」字或「c」符號概指一百分之一美元。 表現摘要至資本回顧及其他補充資料至詞彙中的資 ...