目錄 | | | 頁 碼 | | --- | --- | --- | | 1 | 公 司 資 料 | 2 | | 2 | 財 務 摘 要 | 3 | | 3 | 主 席 報 告 書 | 4 | | 4 | 管 理 層 討 論 及 分 析 | 5 | | 5 | 董 事 會 報 告 | 1 1 | | 6 | 董 事 及 高 級 管 理 人 員 資 料 | 2 3 | | 7 | 企 業 管 治 報 告 | 2 6 | | 8 | 獨 立 核 數 師 報 告 | 4 5 | | 9 | 綜 合 損 益 及 其 他 全 面 收 益 表 | 4 8 | | 10 | 綜 合 財 務 狀 況 表 | 4 9 | | 11 | 綜 合 權 益 變 動 表 | 5 0 | | 12 | 綜 合 現 金 流 量 表 | 5 1 | | 13 | 綜 合 財 務 報 表 附 註 | 5 3 | | 14 | 五 年 財 務 摘 要 | 9 9 | 公司資料 董事會 執行董事 張慧君先生 （主席） 蔡冬艷女士 （行政總裁） 周里洋先生 獨立非執行董事 胡志剛先生 張加友先生 馬有恒先生 公司秘書 王金徹先生 審核委員會 馬有恒 ...

Performance Overview [Operating Performance and Profitability](index=8&type=section&id=Performance%20Overview-Operating%20Performance%20and%20Profitability) The company's total revenue decreased to RMB 4.35 billion, with gross profit falling to RMB 940 million and profit attributable to ordinary equity holders significantly declining to RMB 35.49 million, resulting in a basic EPS of RMB 0.011 Key Operating Results for the Six Months Ended June 30, 2025 | Metric | First Half 2025 (Thousands of RMB) | First Half 2024 (Thousands of RMB) | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | 4,350,062 | 4,872,421 | -10.7% | | **Gross Profit** | 940,667 | 1,559,325 | -39.7% | | **Gross Margin** | 21.6% | 32.0% | -10.4pp | | **Profit Before Tax** | 50,276 | 406,890 | -87.6% | | **Profit Attributable to Ordinary Equity Holders of the Company** | 35,490 | 268,228 | -86.8% | | **Basic Earnings Per Share (RMB)** | 0.011 | 0.084 | -86.9% | Gross Profit and Gross Margin by Business Segment | Business Segment | Gross Profit First Half 2025 (Thousands of RMB) | Gross Margin First Half 2025 | Gross Margin First Half 2024 | | :--- | :--- | :--- | :--- | | Operating Lease Services | 621,196 | 27.4% | 37.1% | | Engineering Technical Services | 171,407 | 15.1% | 27.0% | | Asset Management and Other Services | 148,064 | 15.7% | 32.1% | - Profitability metrics significantly declined, with **Return on Average Equity (ROAE)** decreasing from **4.9%** in the prior year period to **0.6%**[11](index=11&type=chunk) [Balance Sheet Position](index=9&type=section&id=Performance%20Overview-Balance%20Sheet%20Position) As of June 30, 2025, the Group's total assets remained stable at RMB 36.58 billion, while total liabilities slightly increased to RMB 25.25 billion, and total equity decreased to RMB 11.33 billion Summary of Balance Sheet as of June 30, 2025 | Metric | June 30, 2025 (Thousands of RMB) | December 31, 2024 (Thousands of RMB) | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | 36,581,356 | 36,434,181 | +0.4% | | **Total Liabilities** | 25,253,610 | 24,975,831 | +1.1% | | **Total Equity** | 11,327,746 | 11,458,350 | -1.1% | | **Gearing Ratio** | 69.0% | 68.6% | +0.4pp | | **Net Asset Value Per Share (RMB)** | 3.62 | 3.66 | -1.1% | Management Discussion and Analysis [Industry Environment and Company Response](index=12&type=section&id=1%E3%80%81Industry%20Environment%20and%20Company%20Response) The company adopted a dual-track strategy of domestic lean operations and aggressive overseas expansion, optimizing asset structure and reducing costs domestically while accelerating global presence through acquisitions and tiered resource allocation abroad - Domestic Market: In the first half of 2025, China's GDP grew **5.3% YoY**, but the construction sector was generally sluggish, with real estate development construction area decreasing **9.1% YoY**; however, infrastructure investment and manufacturing investment grew **4.6%** and **7.5%** respectively, supporting engineering machinery leasing[15](index=15&type=chunk) - Overseas Markets: Emerging markets like Southeast Asia, the Middle East, and Africa show strong infrastructure demand, with the construction sector and GDP in several countries where the company operates (e.g., Malaysia, Indonesia, Vietnam, Saudi Arabia) exhibiting good growth trends[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - Company Response Strategy: Domestically, shifting from investment-driven to lean operations, optimizing asset structure, and expanding into diversified scenarios like mining and marine engineering; overseas, firmly executing the '3+3+3' strategy, consolidating Southeast Asia, deeply exploring Middle East potential, and completing the acquisition of a leading Malaysian leasing company[24](index=24&type=chunk)[25](index=25&type=chunk) - As of the first half of 2025, the Group's global service network reached **567** locations, with **63** overseas, covering **7** countries[25](index=25&type=chunk) [Income Statement Analysis](index=17&type=section&id=2%E3%80%81Income%20Statement%20Analysis) In the first half of 2025, total revenue decreased 10.7% to RMB 4.35 billion, gross margin fell to 21.6%, and profit for the period plummeted 86.8% to RMB 35.49 million, with overseas business profitability being a key highlight [Income Statement Overview](index=17&type=section&id=2.1%20Income%20Statement%20Analysis%20%28Overview%29) In the first half of 2025, revenue decreased 10.7%, profit before tax sharply declined 87.6% to RMB 50.28 million, while selling and administrative expenses and finance costs increased, though adjusted EBITDA saw only a slight 1.7% decrease Summary of Income Statement for the First Half of 2025 | Item | For the Six Months Ended June 30 (2025) (Thousands of RMB) | For the Six Months Ended June 30 (2024) (Thousands of RMB) | Change % | | :--- | :--- | :--- | :--- | | Revenue | 4,350,062 | 4,872,421 | -10.7% | | Gross Profit | 940,667 | 1,559,325 | -39.7% | | Profit Before Tax | 50,276 | 406,890 | -87.6% | | Profit for the Period | 35,490 | 268,228 | -86.8% | EBITDA (Non-HKFRS Measure) | Item | For the Six Months Ended June 30 (2025) (Thousands of RMB) | For the Six Months Ended June 30 (2024) (Thousands of RMB) | Change % | | :--- | :--- | :--- | :--- | | EBITDA | 1,968,638 | 2,003,614 | -1.7% | | Depreciation and Amortization | 1,521,215 | 1,224,653 | 24.2% | [Revenue Analysis](index=18&type=section&id=2.2%20Revenue) Total revenue decreased 10.7% to RMB 4.35 billion, driven by domestic rental declines and engineering services contraction, while operating lease services revenue grew 19.5% and overseas revenue surged 719.8% to RMB 597 million, becoming a key growth driver Revenue by Business Segment | Business Segment | First Half 2025 Revenue (Thousands of RMB) | Revenue Share | YoY Change % | | :--- | :--- | :--- | :--- | | Operating Lease Services | 2,265,244 | 52.1% | +19.5% | | Engineering Technical Services | 1,138,882 | 26.2% | -41.5% | | Asset Management and Other Services | 945,936 | 21.7% | -8.2% | | **Total** | **4,350,062** | **100.0%** | **-10.7%** | Revenue by Geographical Segment | Geographical Segment | First Half 2025 Revenue (Thousands of RMB) | Revenue Share | YoY Change % | | :--- | :--- | :--- | :--- | | Domestic Regions (including Hong Kong and Macau) | 3,752,682 | 86.3% | -21.8% | | Overseas Regions | 597,380 | 13.7% | +719.8% | | **Total** | **4,350,062** | **100.0%** | **-10.7%** | Key Product Line Operating Data | Product Line | Metric | First Half 2025 | First Half 2024 | | :--- | :--- | :--- | :--- | | Aerial Work Platforms | Equipment Under Management (Thousands of Units) | 202.6 | 204.8 | | | Utilization Rate | 64.0% | 65.6% | | New Support Systems | Equipment Under Management (Thousands of Tons) | 1,371.1 | 1,613.2 | | | Utilization Rate | 70.4% | 66.9% | | New Formwork and Scaffolding Systems | Equipment Under Management (Thousands of Tons) | 638.3 | 748.4 | | | Utilization Rate | 66.3% | 75.6% | [Gross Profit and Gross Margin Analysis](index=23&type=section&id=2.3%20Gross%20Profit%20and%20Gross%20Margin) Gross profit decreased 39.7% to RMB 941 million, with overall gross margin falling 10.4 percentage points to 21.6% due to market price fluctuations, while overseas business gross profit contribution significantly increased to 28.8% Gross Profit and Gross Margin by Business Segment | Business Segment | Gross Profit First Half 2025 (Thousands of RMB) | Gross Margin % | YoY Change in Gross Profit Amount % | | :--- | :--- | :--- | :--- | | Operating Lease Services | 621,196 | 27.4% | -11.6% | | Engineering Technical Services | 171,407 | 15.1% | -67.4% | | Asset Management and Other Services | 148,064 | 15.7% | -55.3% | | **Total Gross Profit** | **940,667** | **21.6%** | **-39.7%** | - Operating lease services gross margin decreased **9.7 percentage points** to **27.4%**, primarily impacted by utilization rates and rental price fluctuations of aerial work platforms and new formwork and scaffolding systems[45](index=45&type=chunk) - Overseas regions' gross profit surged **2,638.8% YoY** to **RMB 271 million**, significantly increasing its share of total gross profit from **0.6%** to **28.8%**[48](index=48&type=chunk) [Cost and Expense Analysis](index=25&type=section&id=2.4%20Cost%20of%20Sales%20and%20Selling%20and%20Administrative%20Expenses) In the first half of 2025, total cost of sales and selling & administrative expenses increased 4.0% to RMB 4.17 billion, driven by higher depreciation and trading costs, while staff and transportation costs were effectively controlled Cost of Sales and Selling and Administrative Expenses (by Nature) | Item | First Half 2025 (Thousands of RMB) | % of Revenue | YoY Change % | | :--- | :--- | :--- | :--- | | Depreciation and Amortization | 1,486,981 | 34.2% | +24.3% | | Staff and Subcontracting Costs | 944,183 | 21.7% | -6.9% | | Trading and Sub-lease Costs | 658,887 | 15.1% | +15.2% | | Transportation and Hoisting Fees | 304,439 | 7.0% | -32.1% | | Research and Development (R&D) Expenses | 106,442 | 2.4% | +50.1% | | **Total** | **4,167,726** | **95.8%** | **+4.0%** | - Depreciation and amortization significantly increased by **24.3%**, primarily due to the combined effect of increased equipment scale compared to the prior year period and changes in accounting policies (extending the useful life of some scaffolding)[50](index=50&type=chunk)[51](index=51&type=chunk) - Transportation and hoisting fees significantly decreased by **32.1%**, benefiting from lower asset rental volume and a logistics cost reduction management system, with logistics unit prices decreasing **4.2% YoY**[51](index=51&type=chunk) [Finance Costs Analysis](index=28&type=section&id=2.8%20Finance%20Costs) Finance costs increased 5.0% to RMB 401 million due to higher borrowing interest, but the average financing rate decreased from 3.99% to 3.69%, effectively mitigating the growth of interest expenses Interest Expense on Interest-bearing Bank and Other Borrowings | Metric | First Half 2025 | First Half 2024 | | :--- | :--- | :--- | | Average Balance (Thousands of RMB) | 21,063,794 | 18,382,079 | | Interest Expense (Thousands of RMB) | 388,992 | 367,027 | | Average Financing Rate (Annualized) | 3.69% | 3.99% | - The average financing rate decreased by **0.30 percentage points**, primarily due to central bank interest rate cuts and preferential rates obtained by the company[60](index=60&type=chunk) [Profit for the Period and Earnings Per Share](index=30&type=section&id=2.10%20Profit%20for%20the%20Period) The Group's profit for the first half of 2025 significantly decreased 86.8% to RMB 35.49 million, with domestic regions incurring a loss while overseas regions achieved a profit of RMB 113 million, and basic EPS fell to RMB 0.011 Net Profit After Tax by Geographical Segment | Geographical Segment | First Half 2025 (Thousands of RMB) | First Half 2024 (Thousands of RMB) | | :--- | :--- | :--- | | Domestic Regions (including Hong Kong and Macau) | -77,861 | 296,955 | | Overseas Regions | 113,351 | -28,727 | | **Total** | **35,490** | **268,228** | - Basic earnings per share was **RMB 0.011**, a **86.9%** decrease from **RMB 0.084** in the prior year period[64](index=64&type=chunk)[65](index=65&type=chunk) [Financial Position Analysis](index=31&type=section&id=3%E3%80%81Financial%20Position%20Analysis) As of June 30, 2025, total assets remained stable at RMB 36.58 billion, with PPE slightly decreasing, receivables increasing but with longer DSO, total liabilities rising to RMB 25.25 billion, and overseas assets significantly growing 52.8% [Asset Analysis](index=31&type=section&id=3.1%20Assets%20%28Overview%29) Total assets slightly increased 0.4% to RMB 36.58 billion, with PPE decreasing, receivables growing but with longer DSO, cash and bank balances increasing 38.1% to RMB 2.48 billion, and overseas assets significantly growing 52.8% to RMB 5.42 billion Asset Structure | Asset Item | June 30, 2025 (Thousands of RMB) | % of Total | Change from Beginning of Year % | | :--- | :--- | :--- | :--- | | Property, Plant and Equipment | 21,720,292 | 59.4% | -2.4% | | Receivables and Contract Assets | 6,810,439 | 18.6% | +2.8% | | Cash and Bank Balances | 2,476,599 | 6.8% | +38.1% | | Other Assets | 5,573,926 | 15.2% | -5.1% | | **Total Assets** | **36,581,356** | **100.0%** | **+0.4%** | - Days sales outstanding for receivables increased from **193 days** in the prior year period to **248 days**, primarily due to stable net receivables despite a decrease in revenue[78](index=78&type=chunk)[79](index=79&type=chunk) - Goodwill increased from zero to **RMB 174 million** due to the acquisition of the Malaysian company[86](index=86&type=chunk) - Total overseas assets reached **RMB 5.42 billion**, a **52.8%** increase from the beginning of the year, raising their share of total assets from **9.7%** to **14.8%**[67](index=67&type=chunk) [Liability Analysis](index=38&type=section&id=3.10%20Liabilities%20%28Overview%29) Total liabilities slightly increased 1.1% to RMB 25.25 billion, with interest-bearing borrowings at RMB 21.22 billion, accounting for 84.0%; debt structure optimized with unsecured borrowings increasing to 66.6%, while payables decreased 6.3% Liability Structure | Liability Item | June 30, 2025 (Thousands of RMB) | % of Total | Change from Beginning of Year % | | :--- | :--- | :--- | :--- | | Interest-bearing Bank and Other Borrowings | 21,224,692 | 84.0% | +1.5% | | Payables and Bills Payable | 2,244,433 | 8.9% | -6.3% | | Other Payables and Accrued Expenses | 1,001,932 | 4.0% | +13.0% | | **Total Liabilities** | **25,253,610** | **100.0%** | **+1.1%** | - The proportion of unsecured interest-bearing bank and other borrowings increased from **61.6%** at the beginning of the year to **66.6%**, with a corresponding decrease in the secured portion, indicating optimized financing structure[92](index=92&type=chunk) [Shareholders' Equity](index=41&type=section&id=3.17%20Shareholders%27%20Equity) As of June 30, 2025, total equity decreased 1.1% to RMB 11.33 billion, primarily due to dividend distribution and other equity changes, partially offset by profit for the period Changes in Equity | Item | Amount (Thousands of RMB) | | :--- | :--- | | As of December 31, 2024 | 11,458,350 | | Profit for the Period | 35,490 | | Dividend Distribution | -132,874 | | Other Equity Changes | -33,220 | | **As of June 30, 2025** | **11,327,746** | - The company distributed the final dividend for the year 2024 of **HKD 0.045 per share** on July 2, 2025[101](index=101&type=chunk) [Capital Management, Capital Expenditure, and Risk Management](index=42&type=section&id=4%E3%80%81Capital%20Management) The company maintains prudent capital management, despite profitability metrics deteriorating with ROAE at 0.6%, while the gearing ratio remains stable at 69.0%; net capital expenditure significantly decreased 90.3% to RMB 384 million, and risk management focuses on foreign exchange and liquidity Key Financial Ratios | Metric | First Half 2025 | First Half 2024 | | :--- | :--- | :--- | | Return on Average Equity | 0.6% | 4.9% | | Return on Average Assets | 0.2% | 1.6% | | Gearing Ratio (Period-end) | 69.0% | 68.7% | - Capital expenditure in the first half was **RMB 825 million**, a significant **81.1% YoY** decrease; net capital expenditure after deducting second-hand equipment sales was **RMB 384 million**, a **90.3% YoY** decrease[109](index=109&type=chunk) - The company hedges foreign exchange risk through derivative financial instruments and manages liquidity risk by optimizing financing structure and maintaining cash positions[111](index=111&type=chunk)[112](index=112&type=chunk) [Significant Investments and Human Resources](index=44&type=section&id=9%E3%80%81Significant%20Investments%2C%20Acquisitions%20or%20Disposals) The Group's key strategic move was acquiring an 80% stake in TH Tong Heng Machinery Sdn. Bhd. in Malaysia, deepening overseas expansion, while total employees decreased, and the 2024 equity incentive plan continued to retain core talent - In May 2025, the Group completed the acquisition of an **80%** equity stake in TH Tong Heng Machinery Sdn. Bhd. in Malaysia for approximately **MYR 171 million** (approximately **RMB 290 million**), which constitutes a discloseable transaction[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - As of June 30, 2025, the Group's total number of employees was **4,317**, a decrease from **5,346** in the prior year period[127](index=127&type=chunk) - During the reporting period, the company did not grant new options or shares under the 2024 Share Option Scheme and Restricted Share Award Scheme, but some lapsed due to employee departures and other reasons[129](index=129&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) [Future Outlook](index=50&type=section&id=13%E3%80%81Future%20Outlook) For the second half of 2025, the Group will continue its dual-track strategy, focusing on lean operations, customer marketing, and asset optimization domestically, while pursuing a 'deepen existing, expand emerging' approach overseas, cautiously exploring new markets in Africa, South America, and Asia to expand its international footprint - Domestic Strategy: Focus on lean operations, enhancing asset full lifecycle value through deepened customer marketing, industry solution development, and optimized asset allocation[135](index=135&type=chunk) - Overseas Strategy: Adopt a dual-driven model of 'deepening existing countries' and 'expanding into emerging markets', implementing the '3+3+3' overseas development strategy[135](index=135&type=chunk) - New Market Expansion: The next step will focus on evaluating and deploying in regions with development potential, such as Africa, South America, and Asia[135](index=135&type=chunk) Other Significant Matters [Disclosure of Interests](index=51&type=section&id=Disclosure%20of%20Interests) The report details the shareholdings of directors, chief executives, and major shareholders as of June 30, 2025, with controlling shareholder Far East Horizon holding approximately 47.22% of total interests, and several directors holding shares via in-specie distributions or equity incentive plans - Controlling shareholder Far East Horizon Limited directly holds **1,333,247,413 shares** (**41.70%**) and indirectly holds **176,600,000 shares** (**5.52%**) through controlled corporations, totaling approximately **47.22%** of interests[145](index=145&type=chunk) - Several directors and chief executives, including Kong Fanxing, Zhan Jing, and Tang Li, hold shares or related interests in the company, with some interests derived from Far East Horizon's in-specie distribution and the company's equity incentive plan[136](index=136&type=chunk)[138](index=138&type=chunk) [Corporate Governance](index=56&type=section&id=Corporate%20Governance) The company largely complied with the Corporate Governance Code, with one deviation where the Chairman and several committee chairmen were absent from the AGM due to work commitments, and directors confirmed compliance with the standard code for securities transactions - The company deviated from Rule F.2.2 of the Corporate Governance Code, as the Chairman of the Board and several committee chairmen were unable to attend the Annual General Meeting due to other work commitments[148](index=148&type=chunk)[149](index=149&type=chunk) - The company has established an Audit Committee, which reviewed this interim report[153](index=153&type=chunk)[154](index=154&type=chunk) [Dividends and Related Party Transactions](index=58&type=section&id=Other%20Information) The Board recommended no interim dividend for the six months ended June 30, 2025, and the company entered into a three-year cooperation framework agreement with controlling shareholder Far East Horizon for mutual services, constituting continuing connected transactions - The Board recommended no interim dividend for 2025 (prior year period: **HKD 0.05 per share**)[156](index=156&type=chunk) - The company entered into a cooperation framework agreement with controlling shareholder Far East Horizon, involving the Group providing engineering technical and leasing services to Far East Horizon (annual cap **RMB 141 million**) and Far East Horizon providing consulting services to the Group (annual cap **RMB 25 million**)[158](index=158&type=chunk) Condensed Interim Consolidated Financial Statements [Independent Review Report](index=61&type=section&id=Independent%20Review%20Report) Ernst & Young, the auditor, reviewed the Group's interim financial information for the six months ended June 30, 2025, concluding that it was prepared in all material respects according to HKAS 34 - Ernst & Young issued an **unmodified review conclusion** on the interim financial information[166](index=166&type=chunk) [Principal Financial Statements](index=62&type=section&id=Principal%20Financial%20Statements) The financial statements detail the Group's operating results, financial position, and cash flows, showing decreased revenue and profit, stable asset/liability sizes with structural changes like increased overseas assets, and net cash inflows from operations despite investment and financing outflows Summary of Condensed Interim Consolidated Cash Flow Statement | Item | For the Six Months Ended June 30, 2025 (Thousands of RMB) | | :--- | :--- | | Net Cash Flows from Operating Activities | 1,780,366 | | Net Cash Flows Used in Investing Activities | (861,560) | | Net Cash Flows Used in Financing Activities | (519,592) | | **Net Increase in Cash and Cash Equivalents** | **399,214** | | **Cash and Cash Equivalents at End of Period** | **2,176,580** | [Summary of Notes to the Financial Statements](index=70&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes provide detailed explanations for key financial statement items, including business combinations (TH Tong Heng Machinery acquisition and goodwill), segment reporting (overseas growth), financial instruments (receivables, borrowings, derivatives), and related party transactions - Note 32 discloses that the acquisition of TH Tong Heng Machinery Sdn. Bhd. generated **RMB 174 million** in goodwill and recognized a contingent consideration financial liability of **RMB 73.94 million**[283](index=283&type=chunk)[285](index=285&type=chunk) - Note 4 discloses that total overseas assets reached **RMB 5.42 billion**, accounting for **14.82%** of total assets, a significant increase from **9.74%** at the beginning of the year[190](index=190&type=chunk) - Note 26 discloses that the Group's total interest-bearing bank and other borrowings amounted to **RMB 21.22 billion**, of which **RMB 6.77 billion** (**31.9%**) were secured borrowings[259](index=259&type=chunk)[92](index=92&type=chunk) - Notes 19 and 21 disclose that the expected credit loss provision rates for trade receivables and contract assets were **14.06%** and **9.17%** respectively[240](index=240&type=chunk)[248](index=248&type=chunk)

[Financial Highlights and Five-Year Summary](index=3&type=section&id=Financial%20Highlights%20and%20Five-Year%20Summary) The company faced challenges in FY2025, with revenue slightly down 1.7% to HK$4.14 billion and loss attributable to owners expanding to HK$167 million, primarily due to macroeconomic factors, changing consumer behavior, and non-cash goodwill impairment [Financial Highlights and Five-Year Summary](index=3&type=section&id=Financial%20Highlights%20and%20Five-Year%20Summary) The company faced challenges in FY2025, with revenue slightly down 1.7% to HK$4.14 billion and loss attributable to owners expanding to HK$167 million, primarily due to macroeconomic factors, changing consumer behavior, and non-cash goodwill impairment Five-Year Financial Data Summary (As of March 31) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | 4,140,212 | 4,211,034 | -1.7% | | **EBITDA** | 307,846 | 388,132 | -20.7% | | **Adjusted EBITDA** | 375,150 | 441,643 | -15.0% | | **(Loss)/Profit Before Tax** | (101,140) | 16,874 | N/A | | **(Loss)/Profit for the Year** | (111,918) | 15,695 | N/A | | **(Loss)/Profit Attributable to Owners of the Company** | (167,186) | (18,947) | -782.4% | | **Basic (Loss)/Earnings Per Share (HK cents)** | (14.1) | (1.6) | -781.3% | | **Dividend Per Share (HK cents)** | 1.0 | 0.5 | +100.0% | Reconciliation of Adjusted EBITDA to (Loss)/Profit Before Tax (FY2025) | Item | Amount (HK$'000) | | :--- | :--- | | **(Loss)/Profit Before Tax** | **(101,140)** | | Add: Finance Costs | 89,442 | | Add: Depreciation and Amortization | 336,944 | | Less: Bank and Other Interest Income | (17,400) | | **EBITDA** | **307,846** | | Add: Impairment Loss on Goodwill and Other Assets | 213,470 | | Add: Fair Value Loss on Financial Assets and Investment Properties, etc. | 115,670 | | Less: Net Gain on Disposal of Subsidiaries | (268,214) | | Other Adjustments | 6,378 | | **Adjusted EBITDA** | **375,150** | [Company Overview](index=7&type=section&id=EC%20Healthcare%20at%20a%20Glance) [EC Healthcare at a Glance](index=7&type=section&id=EC%20Healthcare%20at%20a%20Glance) EC Healthcare positions itself as a leading one-stop comprehensive healthcare ecosystem, focusing on precision and preventive medicine, operating 164 service points with 591,000 sq ft, 316 registered doctors, and a 65.7% customer repurchase rate by FY2025 Business Segment Overview (FY2025) | Business Segment | Revenue (HK$ Million) | Number of Service Points | | :--- | :--- | :--- | | Medical | 2,507 | 102 | | Aesthetic Medical, Beauty and Wellness | 1,296 | 53 | | Veterinary and Other | 337 | 9 | Key Operating Metrics (FY2025) | Metric | Value | | :--- | :--- | | Customer Visits | 1,767,583 | | Repurchase Rate | 65.7% | | Revenue from Existing Customers | 66.6% | | Cross-Brand Customer Ratio | 36.7% | | Customer Satisfaction Rate | 99.99% | [Geographical Coverage and Brand Ecosystem](index=8&type=section&id=Geographical%20Coverage) As of March 31, 2025, the company operates 164 service points across Greater China, totaling 591,000 sq ft, with 152 in Hong Kong and 12 in the Greater Bay Area, supported by 48 diverse brands - The company's service network widely covers Greater China, operating **164 service points** with a total area of **591,000 sq ft** as of March 31, 2025[18](index=18&type=chunk) - The company owns **48 diversified brands** covering medical, aesthetic medical, beauty and wellness, and veterinary services, offering choices from high-end to mass-market segments[21](index=21&type=chunk) [Chairman's Statement](index=10&type=section&id=Chairman's%20Statement) [Chairman's Statement](index=10&type=section&id=Chairman's%20Statement) The Chairman's report highlights the company's resilience through three strategic pillars amidst macroeconomic challenges, focusing on cost optimization, strategic partnerships, and digital transformation, aiming to restore net profitability within three years - Facing inflation, changing consumer behavior, and intense competition, the company achieved significant annual recurring cost savings through **optimizing its cost structure**[24](index=24&type=chunk)[25](index=25&type=chunk) - The company's strategy revolves around three pillars: strengthening core businesses, driving operational excellence, and accelerating digital transformation, with a plan to complete systemic integration of IT, HR, and finance functions by 2026[27](index=27&type=chunk)[29](index=29&type=chunk) - The company diversifies medical service revenue by deepening cooperation with insurance companies and government projects, leveraging robust capital management and digital integration to enhance efficiency, targeting a return to net profitability within the next three years[28](index=28&type=chunk)[29](index=29&type=chunk) - Flagship EC Healthcare buildings in Central and Tsim Sha Tsui will consolidate premium services, enhancing operational synergies and solidifying the company's position as Hong Kong's leading integrated healthcare provider[33](index=33&type=chunk)[36](index=36&type=chunk) [Biography of Directors and Senior Management](index=12&type=section&id=Biography%20of%20Directors%20and%20Senior%20Management) [Biography of Directors and Senior Management](index=12&type=section&id=Biography%20of%20Directors%20and%20Senior%20Management) This section details the personal and professional backgrounds of the company's executive, non-executive, independent non-executive directors, and senior management, highlighting their extensive experience across various sectors [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=20&type=section&id=BUSINESS%20REVIEW) In FY2025, revenue slightly decreased by 1.7% to HK$4.14 billion amidst macroeconomic challenges, with loss attributable to shareholders expanding to HK$167 million due to non-cash impairment, while significant operational efficiency gains and network optimization were achieved through cost optimization and strategic integration FY2025 Performance Overview | Metric | Amount (HK$ Million) | YoY Change | | :--- | :--- | :--- | | Revenue | 4,140.2 | -1.7% | | Sales | 4,170.3 | -1.0% | | Adjusted EBITDA | 375.2 | -15.1% | | Loss Attributable to Owners of the Company | (167.2) | -782.4% | - The company recognized a **gain of HK$268 million** from the strategic disposal of certain Hong Kong medical service assets, aiming to optimize its investment portfolio and strengthen capital management[93](index=93&type=chunk) - The company recorded **non-cash impairment expenses of HK$213.5 million** (involving goodwill, interests in joint ventures and associates) and **non-cash fair value losses of HK$115.6 million**, which were the primary reasons for the expanded loss attributable to shareholders[94](index=94&type=chunk) - The company implemented significant cost optimization measures, reducing headcount by **613 employees** and consolidating **233,000 sq ft of underutilized facilities**, resulting in cumulative savings of approximately **HK$286 million** compared to the FY2023 baseline[99](index=99&type=chunk)[100](index=100&type=chunk) [Medical Service Segment](index=23&type=section&id=Medical%20service%20segment) The medical service segment's revenue decreased by 4.7% to HK$2.507 billion, accounting for 60.6% of total revenue, primarily due to soft B2C demand and strategic asset disposals, with a strategic shift towards institutional healthcare and AI integration Medical Service Segment Performance | Metric | FY2025 | | :--- | :--- | | Revenue | 2,507.3 HK$ Million | | YoY Change | -4.7% | | % of Total Revenue | 60.6% | - The company is shifting its business focus towards institutional healthcare, reducing reliance on non-essential consumer spending through preventive care programs with insurance companies, government service contracts, and community partnerships[105](index=105&type=chunk) - The company is enhancing its technological capabilities by integrating **Artificial Intelligence (AI)** into medical imaging and has successfully secured key service contracts, including Hospital Authority imaging referrals and the Civil Service Dental Scheme[106](index=106&type=chunk) [Aesthetic Medical, Beauty and Wellness Segment](index=24&type=section&id=Aesthetic%20medical,%20beauty%20and%20wellness%20segment) This segment's revenue slightly decreased by 1.0% to HK$1.296 billion, representing 31.3% of total revenue, impacted by low consumer confidence in Hong Kong and consumption downgrades in mainland China and Macau, while strategically acquiring brands like BMF Aesthetic Medical, Beauty and Wellness Segment Revenue Breakdown | Region | Revenue (HK$ Million) | YoY Change | | :--- | :--- | :--- | | Hong Kong | 1,009.8 | -4.8% | | Mainland China | 100.0 | -19.0% | | Macau | 108.0 | -14.0% | | **Total** | **1,296.1** | **-1.0%** | - The company strategically acquired well-known brands like BMF and MSC, adding **14 high-end service points** to strengthen its market position and integrate regional beauty and wellness businesses[109](index=109&type=chunk) [Veterinary and Other Service Segment](index=25&type=section&id=Veterinary%20and%20other%20service%20segment) The veterinary and other services segment showed strong performance, with revenue increasing by 24.9% to HK$337 million, driven by market share expansion and resilient local demand, with the flagship AMAH achieving profitability and new opportunities from relaxed pet quarantine rules Veterinary and Other Service Segment Performance | Metric | FY2025 | | :--- | :--- | | Revenue | 336.8 HK$ Million | | YoY Change | +24.9% | | % of Total Revenue | 8.1% | - The flagship Animal Medical Academy Hospital (AMAH) has achieved profitability and is designated as one of three training clinics approved by the Veterinary Surgeons Board, validating its world-class facilities and clinical standards[115](index=115&type=chunk) - The Hong Kong government's reduction of quarantine for pets entering from mainland China from 120 days to **30 days** is expected to drive demand for compliant health checks and vaccinations, creating new opportunities for the company[116](index=116&type=chunk) [Outlook](index=27&type=section&id=OUTLOOK) The company maintains cautious optimism, focusing on three strategies: business development (B2B, B2I, PPP), operational excellence (integration, cost control), and digital transformation (AI, "TTIPP" ecosystem), alongside disciplined capital recycling and M&A, to achieve long-term sustainable growth - Business development will focus on targeting **B2B corporate healthcare market**, **B2I insurance sector**, and participating in **government projects (PPP model)** for sustainable profitable expansion[126](index=126&type=chunk)[128](index=128&type=chunk) - The company will drive operational excellence by strengthening the integration of centers of excellence and business units, combined with talent development, data-driven management, and lean process improvement[131](index=131&type=chunk)[132](index=132&type=chunk) - The company established the "RIMAG-EC Health Tech Alliance" with Jiangxi Yimai Sunshine Group to optimize medical imaging service costs and efficiency through centralized procurement and technology integration[136](index=136&type=chunk) - The successful sale of NMC and HKMAI TST equity to AIA demonstrates the company's disciplined capital recycling strategy, and it will continue to unlock value from mature assets through "TTIPP" strategic collaborations in the future[140](index=140&type=chunk)[141](index=141&type=chunk) - Flagship "EC Healthcare Buildings" in Central and Tsim Sha Tsui will be rebranded in June 2024 and completed in FY2026, respectively, aiming to centralize high-end services, enhance brand image, and improve operational efficiency[146](index=146&type=chunk)[147](index=147&type=chunk) [Financial Review](index=32&type=section&id=FINANCIAL%20REVIEW) As of March 31, 2025, the company maintained a solid financial position with HK$1.055 billion in cash and deposits and HK$600 million in undrawn bank facilities, total debt of HK$797 million, and a gearing ratio of 36.1%, having optimized its asset portfolio through significant acquisitions and disposals Liquidity and Capital Resources (As of March 31, 2025) | Item | Amount (HK$ Million) | | :--- | :--- | | Drawn Bank Borrowings | 542.1 | | Undrawn Bank Facilities | 600.0 | | Cash and Deposits | 1,054.9 | Debt Overview (As of March 31, 2025) | Item | Amount (HK$ Million) | | :--- | :--- | | Unsecured Bank Borrowings | 542.1 | | Convertible Bonds | 254.3 | | **Total Interest-Bearing Debt** | **796.5** | | **Gearing Ratio** | **36.1%** | - The company reached an agreement on November 6, 2024, to sell **51% equity interest** in New Medical Centre Holding Limited (NMC) to AIA for a total consideration of **HK$438 million**, constituting a very substantial disposal[176](index=176&type=chunk)[179](index=179&type=chunk) - The company reached an agreement on December 10, 2024, to acquire **90% equity interest** in Rising Gold Phoenix Limited for **HK$52.5 million**, which owns well-known beauty and hair care brands such as BMF and Marie France[198](index=198&type=chunk)[199](index=199&type=chunk)[201](index=201&type=chunk) [Sustainability Approach](index=42&type=section&id=Sustainability%20Approach) [Sustainability Approach](index=42&type=section&id=Sustainability%20Approach) The company integrates sustainability into its growth strategy, aligning with 8 UN SDGs across 11 focus areas, achieving significant ESG progress in FY2025 through energy efficiency, employee training, workplace safety, stakeholder engagement, community investment, and enhanced board oversight Key Sustainability Progress in FY2025 | Area | Key Progress | | :--- | :--- | | **Environmental** | **75% of facilities** completed LED light installation; implemented water-saving designs for new medical buildings | | **Social** | Average employee training hours increased by **23% YoY**; organized over **100 community outreach events**, serving over **3,300 people**; women hold **56% of senior management and department head positions** | | **Governance** | Established a Medical Advisory Committee to strengthen medical governance; complied with **ISO 31000:2018** risk management standards; arranged ICAC lectures to enhance anti-corruption knowledge | [Co-Owners](index=45&type=section&id=Co-Owners) [Co-Ownership Plan 2](index=45&type=section&id=Co-Ownership%20Plan%202) The company adopted Co-Ownership Plan 2 in May 2023 to incentivize and retain core employees by linking their interests with shareholder value through co-investment opportunities, with award conditions tied to future revenue and EBITDA margin targets - Co-Ownership Plan 2 was adopted on May 29, 2023, aiming to incentivize eligible participants to create value for the Group's development over the next three financial years (up to FY2026)[219](index=219&type=chunk)[222](index=222&type=chunk) - Award conditions for the shares include: (i) cumulative EBITDA margin of not less than **18%** for FY2024-2026; (ii) revenue of not less than **HK$7.713 billion** for FY2026; and (iii) share price not less than **HK$3.961** before the grant[241](index=241&type=chunk)[243](index=243&type=chunk) Co-Ownership Plan 2 Award Changes (FY2025) | Category of Participants | Maximum Award Shares Potentially Granted as of April 1, 2024 | Maximum Award Shares Potentially Granted as of March 31, 2025 | | :--- | :--- | :--- | | Directors | – | 2,563,500 | | Employees | 4,342,707 | 2,147,121 | | Others (Doctors) | 5,621,786 | 5,589,846 | | **Total** | **9,964,493** | **10,300,467** | [Investor Relations Report](index=53&type=section&id=Investor%20Relations%20Report) [Investor Relations](index=54&type=section&id=Investor%20Relations) The company actively engaged with the investment community through over 100 meetings with more than 500 investors, providing transparent and timely communication, and addressing key concerns regarding ESG, integration strategy, governance, and management compensation - During the reporting period, management and the IR team participated in over **100 one-on-one and group meetings**, communicating with over **500 investors**[262](index=262&type=chunk)[264](index=264&type=chunk) - Key investor concerns included: (1) adopting international ESG frameworks; (2) enhancing board independence and diversity; (3) clarifying long-term M&A strategy; and (4) disclosing long-term operational targets and linking management compensation to performance[261](index=261&type=chunk)[263](index=263&type=chunk) [Corporate Governance Report](index=56&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=56&type=section&id=Corporate%20Governance%20Practices) The company maintained high corporate governance standards, complying with all Code Provisions of the Corporate Governance Code, with a separated Chairman and CEO, independent board committees, a board diversity policy, robust risk management, and effective shareholder communication - During the reporting period, the company complied with all Code Provisions of Appendix C1 to the Listing Rules, the **Corporate Governance Code**[269](index=269&type=chunk) - The roles of the Board Chairman (Mr. Tang Chi Fai) and Chief Executive Officer (Mr. Lyu Lianwei) are separated, with clearly defined responsibilities, in compliance with corporate governance code requirements[283](index=283&type=chunk)[287](index=287&type=chunk) - The company has established an Audit Committee, Remuneration Committee, and Nomination Committee, each chaired by or with a majority of independent non-executive directors, ensuring independence and effective oversight[311](index=311&type=chunk) - The company engaged external professional firms for annual reviews of its risk management and internal control systems, which the Board considers to be adequate and effective overall[340](index=340&type=chunk)[342](index=342&type=chunk) [Report of the Directors](index=71&type=section&id=Report%20of%20the%20Directors) [Report of the Directors](index=71&type=section&id=Report%20of%20the%20Directors) This report outlines the company's principal activities, business review, key risks, stakeholder relationships, financial performance, and dividend policy for FY2025, confirming compliance with regulations and sufficient public float, with no final dividend recommended - The company's principal business is the provision of **medical and healthcare services** in Hong Kong, Macau, and Mainland China[357](index=357&type=chunk)[362](index=362&type=chunk) - The Board does not recommend the declaration of a **final dividend** for the year ended March 31, 2025[385](index=385&type=chunk)[389](index=389&type=chunk) - As of March 31, 2025, the company's Chairman, Mr. Tang Chi Fai, held approximately **60.93%** of the company's shares through personal, spouse, and controlled corporations[493](index=493&type=chunk)[494](index=494&type=chunk) - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[515](index=515&type=chunk)[521](index=521&type=chunk) [Independent Auditor's Report](index=99&type=section&id=Independent%20Auditor's%20Report) [Independent Auditor's Report](index=99&type=section&id=Independent%20Auditor's%20Report) Ernst & Young issued an unmodified opinion on EC Healthcare's consolidated financial statements for FY2025, affirming a true and fair view of the group's financial position, performance, and cash flows, highlighting key audit matters like revenue recognition from prepaid packages and impairment assessment of non-current assets - Auditor Ernst & Young issued an **unmodified opinion** on the company's FY2025 consolidated financial statements, affirming a true and fair view of its financial position and performance[536](index=536&type=chunk)[539](index=539&type=chunk) - Key Audit Matter One: Revenue recognition from prepaid packages, involving significant management judgment and estimates regarding service usage patterns and the amount of unexercised rights[544](index=544&type=chunk)[547](index=547&type=chunk) - Key Audit Matter Two: Impairment assessment of non-current assets of acquired businesses, involving significant estimates for goodwill, intangible assets, and the recoverable amount of cash-generating units (e.g., future cash flows and discount rates)[550](index=550&type=chunk)[553](index=553&type=chunk) [Consolidated Financial Statements](index=106&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=106&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) In FY2025, the company reported total revenue of HK$4.14 billion, a slight decrease from HK$4.21 billion last year, resulting in a pre-tax loss of HK$101 million (vs. profit of HK$16.87 million last year) and a total loss of HK$112 million, with HK$167 million attributable to equity holders Consolidated Statement of Profit or Loss Summary (For the year ended March 31) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 4,140,212 | 4,211,034 | | Other income and gains, net | 61,294 | 7,662 | | (Loss)/Profit before tax | (101,140) | 16,874 | | (Loss)/Profit for the year | (111,918) | 15,695 | | (Loss)/Profit attributable to owners of the Company | (167,186) | (18,947) | [Consolidated Statement of Financial Position](index=108&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets decreased to HK$5.027 billion from HK$5.373 billion, mainly due to reduced non-current assets, while total liabilities decreased to HK$2.822 billion from HK$2.970 billion, resulting in total equity of HK$2.205 billion and an improved net current liability position Consolidated Statement of Financial Position Summary (As of March 31) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | **Non-current assets** | 3,145,967 | 4,054,404 | | Of which: Goodwill | 754,546 | 947,176 | | **Current assets** | 1,880,921 | 1,318,650 | | Of which: Cash and cash equivalents | 1,003,913 | 553,625 | | **Total assets** | **5,026,888** | **5,373,054** | | **Current liabilities** | 1,886,017 | 1,431,116 | | **Non-current liabilities** | 935,875 | 1,539,167 | | **Total liabilities** | **2,821,892** | **2,970,283** | | **Net assets (Total equity)** | **2,204,996** | **2,402,771** | [Consolidated Statement of Cash Flows](index=111&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2025, net cash from operating activities increased to HK$743 million, while investing activities turned into a net inflow of HK$341 million due to subsidiary disposals, and financing activities resulted in a net outflow of HK$634 million, leading to a net increase of HK$451 million in cash and cash equivalents, ending at HK$1.004 billion Consolidated Statement of Cash Flows Summary (For the year ended March 31) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash generated from operating activities | 743,241 | 689,101 | | Net cash generated from/(used in) investing activities | 341,280 | (358,355) | | Net cash used in financing activities | (633,787) | (486,464) | | **Net increase/(decrease) in cash and cash equivalents** | **450,734** | **(155,718)** | | Cash and cash equivalents at beginning of year | 553,625 | 709,859 | | **Cash and cash equivalents at end of year** | **1,003,913** | **553,625** | [Notes to the Financial Statements](index=114&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes provide detailed explanations for the financial statements, including operating segment information (Note 4), revenue recognition (Note 5), goodwill impairment (Note 14), and details of business acquisitions and disposals (Notes 33 & 34), clarifying the financial impact of significant transactions Segment Revenue (External Customers) | Segment | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Medical services | 2,507,266 | 2,631,947 | | Aesthetic medical, beauty and wellness services | 1,296,127 | 1,309,401 | | Veterinary and other | 336,819 | 269,686 | | **Total** | **4,140,212** | **4,211,034** | - Goodwill impairment tests resulted in an impairment loss of **HK$116 million** recognized this year, primarily affecting cash-generating units such as Kangya Group and Bailey Jackson Dental[943](index=943&type=chunk)[953](index=953&type=chunk) - Significant business acquisitions during the year included EC BP Limited, a controlling interest in Pangenia Inc., and Rising Gold Phoenix Limited, with a total consideration of **HK$265 million**, generating **HK$112 million** in goodwill[1140](index=1140&type=chunk) - Significant disposals during the year included Preeminent Medical Centre Limited and New Medical Centre Holding Limited, with a total consideration of approximately **HK$521 million**, generating a net gain of **HK$268 million**[1213](index=1213&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，並明確表示概不就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。 Budweiser Brewing Company APAC Limited 百威亞太控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1876） 截至2025年6月30日止六個月的 未經審核中期業績 及 2025年第二季度財務資料 百威亞太控股有限公司（「百威亞太」或「本公司」，連同其附屬公司為「本集團」） 的董事會（「董事會」）宣佈本公告隨附本集團截至2025年6月30日止六個月的未經 審核業績。 董事會謹此提醒股東及潛在投資者，截至2025年6月30日止六個月的未經審核業 績乃根據本集團內部紀錄及管理賬目所編製，已經獨立核數師審閱但未經審核。 股東及潛在投資者買賣本公司證券時不應過份依賴未經審核業績並須謹慎行事。 承董事會命 百威亞太控股有限公司 聯席公司秘書 朱隽清 香港，2025年7月31日 於本公告日期，本公司董事會包括聯席主席兼執行董事程衍俊先生、聯席主席兼非執行董事 鄧明瀟先生、 ...

[Corporate Information](index=4&type=section&id=Corporate%20Information) [Board of Directors and Committee Members](index=4&type=section&id=Board%20of%20Directors%20and%20Committee%20Members) The Board comprises two Executive Directors and three Independent Non-executive Directors, with recent changes in committee membership - The Board of Directors consists of **two Executive Directors** and **three Independent Non-executive Directors**[6](index=6&type=chunk) - Mr Kwok Sze Chi resigned as an Independent Non-executive Director on July 2, 2024, and Mr Ng Wai Hung was appointed on the same day[6](index=6&type=chunk) [Company Secretary and Legal Counsel](index=4&type=section&id=Company%20Secretary%20and%20Legal%20Counsel) Recent changes occurred in the Company Secretary position, while the legal counsel and independent auditor remain consistent - Mr Leung Man Fai resigned as Company Secretary on January 2, 2025, and Mr Tse Fung Chun was appointed on the same day[6](index=6&type=chunk) - The independent auditor is **D & PARTNERS CPA LIMITED**[6](index=6&type=chunk) [Registered and Business Locations](index=4&type=section&id=Registered%20and%20Business%20Locations) The company is registered in the Cayman Islands and its principal place of business is located in Causeway Bay, Hong Kong - The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in Causeway Bay, Hong Kong[7](index=7&type=chunk) [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) The company will leverage Hong Kong's medical advantages to navigate opportunities and challenges, focusing on core business growth and operational efficiency - The company will leverage Hong Kong's international healthcare standards and regulatory framework to solidify its leadership in the medical industry[8](index=8&type=chunk) - The Group is committed to strengthening its core business operations while exploring service expansion opportunities to drive revenue growth and long-term sustainability[8](index=8&type=chunk) - Management is dedicated to enhancing operational efficiency and cost-effectiveness through optimized resource allocation and streamlined operations[8](index=8&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Prospects](index=6&type=section&id=Business%20Review%20and%20Prospects) The Group achieved a turnaround to profit in FY2024/25, driven by the disposal of a subsidiary, despite an 8.4% revenue decline - Medinet Group has over 28 years of experience in Hong Kong, primarily providing medical and dental solutions to corporate and insurance clients[11](index=11&type=chunk) - The Group operates five dental clinics, two medical centers, and one genetic laboratory center in Hong Kong[11](index=11&type=chunk) **Key Financial Performance for FY2024/25** | Indicator | FY2024/25 (HK$ million) | FY2023/24 (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 106.4 | 116.2 | -8.4% | | Profit/(Loss) Attributable to Owners of the Company | 8.1 | (8.1) | Turnaround to Profit | | Gain on Disposal of a Subsidiary | 12.8 | - | - | [Financial Review](index=6&type=section&id=Financial%20Review) Total revenue decreased by 8.4% to HK$106.4 million, with growth in contract medical solutions offset by declines in other segments **Revenue Breakdown by Segment (HK$ thousand)** | Segment | FY2023/24 | FY2024/25 | Change (%) | | :--- | :--- | :--- | :--- | | Provision of medical solutions to contract customers | 40,361 | 42,533 | 5.2% | | Provision of medical services to self-paid patients | 25,176 | 22,981 | -8.7% | | Provision of dental solutions to contract customers | 5,525 | 4,521 | -18.2% | | Provision of dental services to self-paid patients | 45,186 | 36,355 | -19.5% | | **Total** | **116,248** | **106,390** | **-8.4%** | - Revenue from medical solutions to contract customers **increased by 5.2%**, driven by a rise in patient visits and the number of contract customers[12](index=12&type=chunk) - Revenue from dental services to self-paid patients **decreased by 19.5%**, primarily due to fewer visits following the disposal of Wellspring Dental Limited[13](index=13&type=chunk) [Other Income and Gains/Losses](index=7&type=section&id=Other%20Income%20and%20Gains/Losses) Other income increased due to government subsidies and rental income, while other losses narrowed significantly without goodwill impairment **Other Income (HK$ thousand)** | Item | FY2024/25 | FY2023/24 | Change | | :--- | :--- | :--- | :--- | | Other income | 878 | 561 | Increased by 56.5% | | Government grants | 139 | - | New | | Additional rental income | 131 | - | New | **Other Gains and Losses (HK$ thousand)** | Item | FY2024/25 | FY2023/24 | Change | | :--- | :--- | :--- | :--- | | Other losses | (1,154) | (2,648) | Decreased by 56.4% | | Impairment loss on goodwill | - | (1,905) | Significantly reduced | | Net expected credit losses on trade receivables | 20 | (53) | Reversal | | Expected credit losses on consideration receivables | (189) | - | New | | Bad debts written off | (985) | - | New | [Analysis of Major Expenses](index=7&type=section&id=Analysis%20of%20Major%20Expenses) Most major expenses decreased in FY2024/25 due to cost control measures and the disposal of a dental subsidiary **Changes in Major Expenses (HK$ thousand)** | Expense Item | FY2023/24 | FY2024/25 | Change (%) | | :--- | :--- | :--- | :--- | | Medical and dental professional service expenses | 50,262 | 45,343 | -9.9% | | Staff costs | 37,227 | 36,890 | -0.8% | | Depreciation of property, plant and equipment | 1,730 | 1,255 | -23.5% | | Depreciation of right-of-use assets | 7,998 | 7,533 | -5.8% | | Cost of medical and dental supplies | 9,388 | 5,883 | -37.2% | | Rental expenses | 912 | 803 | -11.9% | | Other expenses | 13,983 | 12,414 | -11.4% | | Finance costs | 660 | 655 | -0.8% | | Income tax expense | 105 | 33 | -68.6% | - The cost of medical and dental supplies **decreased significantly by 37.2%**, mainly due to effective cost control measures and the disposal of the dental subsidiary Wellspring Dental Limited[20](index=20&type=chunk) [Liquidity and Financial Resources](index=8&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's equity attributable to owners increased substantially, though the current ratio declined, while maintaining a prudent treasury policy **Liquidity and Financial Resources (HK$ thousand)** | Indicator | March 31, 2025 | March 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 51,700 | 42,000 | 23.1% | | Total Liabilities | 40,500 | 38,800 | 4.4% | | Equity Attributable to Owners of the Company | 11,600 | 3,600 | 222.2% | | Current Ratio | 0.7 times | 0.8 times | -12.5% | - The Group adopts a **prudent financial management approach**, aiming to mitigate credit risk through continuous credit evaluations and close monitoring of liquidity[27](index=27&type=chunk) - As of March 31, 2025, the issued share capital was **HK$10,400,000**, comprising 41,600,000 ordinary shares with no treasury shares[29](index=29&type=chunk) [Material Acquisitions and Disposals](index=9&type=section&id=Material%20Acquisitions%20and%20Disposals) The company completed the disposal of its dental subsidiary, Wellspring Dental Limited, for HK$14.4 million in February 2025 - On January 9, 2025, the company disposed of the entire issued share capital of its dental subsidiary, Wellspring Dental Limited, for a total consideration of **HK$14,400,000**[32](index=32&type=chunk) - The disposal was completed on February 19, 2025, after which Wellspring Dental Limited ceased to be an indirect wholly-owned subsidiary of the company[32](index=32&type=chunk) - This disposal constituted a **major and connected transaction** under the GEM Listing Rules[32](index=32&type=chunk) [Employees and Remuneration Policy](index=9&type=section&id=Employees%20and%20Remuneration%20Policy) The total number of employees decreased to 82, primarily in dental-related roles, with staff costs remaining relatively stable **Number of Employees by Function** | Function | 2024 | 2025 | | :--- | :--- | :--- | | Directors and senior management | 8 | 9 | | Employed and contracted dentists | 19 | 15 | | Employed and contracted dental hygienists | 6 | 3 | | Dental nurses | 38 | 19 | | Dental support staff | 7 | 4 | | Doctors | 2 | 3 | | Medical nurses | 10 | 9 | | Medical support staff | 3 | 3 | | Other support staff | 16 | 16 | | PRC dentists | 2 | - | | PRC nurses | 2 | - | | PRC support staff | 1 | 1 | | **Total** | **114** | **82** | - Staff costs for FY2024/25 were approximately **HK$36.9 million**, slightly lower than the HK$37.2 million in FY2023/24, mainly due to a decrease in the average employee salary level[37](index=37&type=chunk) [Principal Risks and Uncertainties](index=10&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces key reputational and compliance risks related to medical disputes and adherence to extensive legal requirements - **Reputational Risk**: The Group may face claims, complaints, or regulatory investigations arising from medical or dental disputes or allegations of malpractice[39](index=39&type=chunk) - **Compliance Risk**: Business operations are subject to extensive laws, regulations, and licensing requirements, and non-compliance could result in penalties or reputational damage[40](index=40&type=chunk) [Biographical Details of Directors and Senior Management](index=11&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) [Board Composition and Responsibilities](index=11&type=section&id=Board%20Composition%20and%20Responsibilities) The Board, comprising two Executive and three Independent Non-executive Directors, is responsible for strategic planning and corporate governance - The Board of Directors consists of five members, including **two Executive Directors** and **three Independent Non-executive Directors**[41](index=41&type=chunk) - The Board's responsibilities include convening shareholder meetings, determining business plans, defining the internal management structure, and appointing senior management[41](index=41&type=chunk) [Biographies of Executive Directors](index=11&type=section&id=Biographies%20of%20Executive%20Directors) The executive leadership includes Chairman Mr Chan Chi Wai and Ms Keung Kit, who collectively hold a 56.25% interest in the company - **Mr Chan Chi Wai** serves as Chairman, Executive Director, and Compliance Officer, with over 36 years of industry experience[42](index=42&type=chunk) - **Ms Keung Kit** is an Executive Director responsible for business development and client relationship management, with over 11 years of experience with the Group[43](index=43&type=chunk) - Mr Chan Chi Wai and Ms Keung Kit each have an interest in 23,400,000 shares, representing **56.25%** of the company's total issued share capital[42](index=42&type=chunk)[43](index=43&type=chunk) [Biographies of Independent Non-executive Directors](index=12&type=section&id=Biographies%20of%20Independent%20Non-executive%20Directors) The independent directors bring extensive experience in accounting, financial management, and law to the Board - **Mr Leung Po Hon** is a practicing accountant with over 30 years of experience in accounting, auditing, and financial management[45](index=45&type=chunk) - **Mr Wong Wai Leung** is the Executive Director, CFO, and Company Secretary of Qinqin Foodstuffs Group, with over 20 years of financial experience[47](index=47&type=chunk)[48](index=48&type=chunk) - **Mr Ng Wai Hung**, appointed on July 2, 2024, is a practicing solicitor in Hong Kong specializing in securities, corporate, and commercial law[50](index=50&type=chunk) [Biographies of Senior Management and Company Secretary](index=15&type=section&id=Biographies%20of%20Senior%20Management%20and%20Company%20Secretary) The senior management team possesses deep operational experience, complemented by a recently appointed Company Secretary with expertise in corporate governance - **Ms Li Yi Hao**, General Manager, has over 29 years of experience in the Group's operations and is responsible for daily management and strategy implementation[53](index=53&type=chunk) - **Dr Wong Siu Kee**, a dentist, has over 27 years of experience with the Group and is responsible for dental clinic operations[53](index=53&type=chunk) - **Mr Tse Fung Chun**, appointed Company Secretary on January 2, 2025, has over eleven years of experience in audit, accounting, and corporate governance[54](index=54&type=chunk) [Corporate Governance Report](index=16&type=section&id=Corporate%20Governance%20Report) [Preamble and Corporate Governance Practices](index=16&type=section&id=Preamble%20and%20Corporate%20Governance%20Practices) The company is committed to high corporate governance standards and has adopted the GEM Listing Rules' Corporate Governance Code - The company is dedicated to maintaining robust corporate standards and procedures to enhance accountability and transparency for shareholder protection[55](index=55&type=chunk) - The company has adopted the **Corporate Governance Code** as set out in Appendix C1 of the GEM Listing Rules[56](index=56&type=chunk) - The roles of Chairman and CEO are not segregated, but the Board believes the current structure benefits business operations, with sufficient balance from INEDs[58](index=58&type=chunk)[72](index=72&type=chunk) [The Board and Board Composition](index=17&type=section&id=The%20Board%20and%20Board%20Composition) The Board, comprising two executive and three independent directors, oversees the company and complies with GEM Listing Rules requirements - The Board is responsible for the overall management and supervision of the company and has established committees to delegate responsibilities[60](index=60&type=chunk) - The Board consists of **two Executive Directors** and **three Independent Non-executive Directors**, meeting the GEM Listing Rules' requirements for numbers and professional qualifications[61](index=61&type=chunk)[63](index=63&type=chunk) - All Independent Non-executive Directors have submitted written confirmations of their independence to the Stock Exchange[63](index=63&type=chunk) [Appointment, Re-election and Securities Transactions of Directors](index=18&type=section&id=Appointment,%20Re-election%20and%20Securities%20Transactions%20of%20Directors) Director nominations are managed by the Nomination Committee, and all directors are subject to re-election at least every three years - The Nomination Committee is responsible for reviewing the Board's composition, nominating directors, and assessing the independence of INEDs[64](index=64&type=chunk) - Each director is subject to retirement by rotation at least **once every three years**[65](index=65&type=chunk) - The company has adopted a standard code for directors' securities transactions, with which all directors fully complied in FY2024/25[67](index=67&type=chunk) [Board Meetings and Procedures](index=19&type=section&id=Board%20Meetings%20and%20Procedures) The Board held eight meetings in FY2024/25 with established procedures for notice, documentation, and management of conflicts of interest **Attendance at Board and Committee Meetings (FY2024/25)** | Director | General Meeting | Board Meeting | Audit Committee | Remuneration Committee | Nomination Committee | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr Chan Chi Wai | 1/1 | 8/8 | N/A | 2/2 | 2/2 | | Ms Keung Kit | 0/1 | 8/8 | N/A | N/A | N/A | | Mr Leung Po Hon | 1/1 | 8/8 | 2/2 | 2/2 | 2/2 | | Mr Wong Wai Leung | 1/1 | 8/8 | 2/2 | 2/2 | 2/2 | | Mr Kwok Sze Chi | N/A | 1/2 | 1/1 | N/A | N/A | | Mr Ng Wai Hung | 1/1 | 5/6 | 1/1 | N/A | N/A | - Board documents with complete and reliable information are sent to all directors at least **3 days in advance** of each meeting[69](index=69&type=chunk) - The Articles of Association require directors to abstain from voting on transactions in which they have a material interest[71](index=71&type=chunk) [Board Diversity Policy](index=20&type=section&id=Board%20Diversity%20Policy) The company maintains a Board Diversity Policy to ensure a balanced mix of skills, experience, and perspectives among its members - The Board Diversity Policy aims to achieve a balance of skills, experience, and diverse perspectives, including gender, age, and professional background[73](index=73&type=chunk) **Current Board Composition Analysis** | Title | Gender | Age | | :--- | :--- | :--- | | Executive Directors: 2 | Male: 4 | 41–50 years: 2 | | Independent Non-executive Directors: 3 | Female: 1 | 61–70 years: 3 | - Among all employees of the Group, **28.0% are male** and **72.0% are female**[73](index=73&type=chunk) [Board Committees](index=21&type=section&id=Board%20Committees) The Board has established Audit, Nomination, and Remuneration Committees to oversee specific aspects of the Group's affairs - The Board has established an **Audit Committee, a Nomination Committee, and a Remuneration Committee**, with a majority of members being INEDs[77](index=77&type=chunk)[78](index=78&type=chunk) - The **Audit Committee's** primary duties include reviewing financial controls, internal control, and risk management systems[80](index=80&type=chunk) - The **Nomination Committee** is responsible for reviewing the Board's structure, assessing INED independence, and recommending director candidates[84](index=84&type=chunk) - The **Remuneration Committee's** main function is to recommend remuneration packages for directors and senior management to the Board[88](index=88&type=chunk) **Remuneration of Directors and Senior Management for FY2024/25** | Remuneration Range (HK$) | Number of Individuals | | :--- | :--- | | Below HK$500,000 | 3 | | HK$500,001 to HK$1,000,000 | 1 | | HK$1,500,001 to HK$2,000,000 | 2 | | HK$3,500,000 to HK$4,000,000 | 1 | [Directors' Continuing Training and Development](index=23&type=section&id=Directors'%20Continuing%20Training%20and%20Development) The company promotes continuous professional development for its directors to ensure they remain updated on industry and regulatory matters - The company encourages directors to participate in continuous professional development to update their knowledge and skills[91](index=91&type=chunk) - All directors engaged in professional development through training courses, seminars, and reading relevant publications[92](index=92&type=chunk)[93](index=93&type=chunk) [Company Secretary and Directors' Responsibility Statement](index=24&type=section&id=Company%20Secretary%20and%20Directors'%20Responsibility%20Statement) The Company Secretary ensures procedural compliance, while the Board is responsible for the fair presentation of financial statements - Mr Tse Fung Chun, appointed Company Secretary on January 2, 2025, ensures proper information flow and adherence to Board policies[94](index=94&type=chunk) - Mr Tse Fung Chun undertook **no less than 15 hours** of relevant professional training during FY2024/25[95](index=95&type=chunk) - The directors are responsible for preparing the financial statements for FY2024/25 and ensuring a balanced and understandable assessment in financial disclosures[96](index=96&type=chunk) [Risk Management and Internal Control](index=24&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board oversees the Group's risk management and internal control systems, which are reviewed annually by an independent firm - The Board has overall responsibility for maintaining and reviewing the effectiveness of the Group's internal control and risk management systems[98](index=98&type=chunk) - The Board has engaged an independent professional firm, **Wisdom Corporate Consultancy Limited**, to conduct an annual review and considers the systems effective and adequate[98](index=98&type=chunk)[99](index=99&type=chunk) - The company has established a **whistle-blowing policy and an anti-corruption policy** for reporting misconduct confidentially[100](index=100&type=chunk) [External Auditor's Remuneration and Dividend Policy](index=26&type=section&id=External%20Auditor's%20Remuneration%20and%20Dividend%20Policy) The external auditor's fees totaled HK$670,000 for FY2024/25, and the company's dividend policy considers multiple financial factors **Remuneration to External Auditor (HK$ thousand)** | Services Rendered | Fees Paid/Payable | | :--- | :--- | | Audit services | 450 | | Non-audit services | 220 | | **Total** | **670** | - The company has adopted a dividend policy where the Board considers factors such as operating results, financial position, and capital requirements before declaring dividends[107](index=107&type=chunk)[109](index=109&type=chunk) [Shareholders' Rights and Communication Policy](index=27&type=section&id=Shareholders'%20Rights%20and%20Communication%20Policy) The company upholds shareholder rights through established procedures for convening meetings and ensures timely communication via multiple channels - Shareholders holding **not less than one-tenth** of the paid-up capital have the right to request the Board to convene an extraordinary general meeting[111](index=111&type=chunk) - Shareholders may send written inquiries and concerns to the Company Secretary for the attention of the Board[113](index=113&type=chunk) - The company has a shareholder communication policy to ensure fair and timely access to information through corporate communications, announcements, and general meetings[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) [Directors' Report](index=30&type=section&id=Directors'%20Report) [Principal Business and Financial Review](index=30&type=section&id=Principal%20Business%20and%20Financial%20Review) The Group's principal activity is providing corporate medical and dental solutions through customized benefit plans - The Group's principal activity is providing corporate medical and dental solutions to contract customers by designing and managing customized benefit plans[125](index=125&type=chunk) - A summary of the Group's published results and financial position for the past five financial years is set out on page 112[127](index=127&type=chunk) [Environmental Policy and Legal Compliance](index=30&type=section&id=Environmental%20Policy%20and%20Legal%20Compliance) The Group promotes environmental conservation and has taken remedial actions following a non-compliance incident with GEM Listing Rules - The Group is committed to creating an environmentally friendly corporate environment by encouraging conservation of resources[128](index=128&type=chunk) - The company failed to comply with the announcement requirement under **GEM Listing Rule 19.07** regarding a tenancy agreement in a timely manner[131](index=131&type=chunk) - Remedial measures have been taken, including enhanced training for directors and staff and engaging external professionals to review internal control procedures[132](index=132&type=chunk) [Stakeholder Relations and Risk Factors](index=31&type=section&id=Stakeholder%20Relations%20and%20Risk%20Factors) The Group values strong relationships with its stakeholders and experienced no major disputes during the financial year - The Group recognizes the importance of maintaining good relationships with its employees, customers, suppliers, and business partners to achieve its long-term goals[133](index=133&type=chunk) - During FY2024/25, there were **no material or significant disputes** between the Group and its stakeholders[133](index=133&type=chunk) [Financial Position and Going Concern](index=31&type=section&id=Financial%20Position%20and%20Going%20Concern) The Group has sufficient financial resources to continue as a going concern, with no significant contingent liabilities or litigation - The Group's financial performance for FY2024/25 and its financial position as at March 31, 2025 are set out in the consolidated financial statements[135](index=135&type=chunk) - As at March 31, 2025, the Group did not have any significant contingent liabilities, legal proceedings, or potential litigation[139](index=139&type=chunk) - The Group has sufficient financial resources to continue its business in the foreseeable future, and thus the financial statements have been prepared on a **"going concern" basis**[140](index=140&type=chunk) [Gearing and Capital Structure](index=32&type=section&id=Gearing%20and%20Capital%20Structure) The Group's gearing ratio improved significantly, and distributable reserves stood at approximately HK$10.4 million - Details of movements in the Group's property, plant and equipment are set out in note 14 to the consolidated financial statements[141](index=141&type=chunk) **Gearing Ratio** | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 1.56 | 4.39 | - As at March 31, 2025, the company's reserves available for distribution to shareholders amounted to approximately **HK$10.4 million**[145](index=145&type=chunk) [Post-Reporting Period Events and Public Float](index=33&type=section&id=Post-Reporting%20Period%20Events%20and%20Public%20Float) A subsidiary entered into a new three-year lease agreement post-year-end, and the company has maintained the minimum public float - On April 23, 2025, a subsidiary entered into a tenancy agreement to lease a property for operating a dental service center for a term of three years[149](index=149&type=chunk) - The entering into of the tenancy agreement will be regarded as an acquisition of asset by the Group under **GEM Listing Rule 19.07**[149](index=149&type=chunk) - As at the latest practicable date prior to the publication of this report, at least **25%** of the company's total issued share capital was held by the public[152](index=152&type=chunk) [Major Customers and Suppliers](index=33&type=section&id=Major%20Customers%20and%20Suppliers) The Group's sales and purchases are diversified, with the top five customers and suppliers accounting for less than half of the respective totals - In FY2024/25, sales to the Group's five largest customers accounted for approximately **22.5%** of total sales, with the largest customer contributing **11.7%**[153](index=153&type=chunk) - The Group's largest supplier and five largest suppliers accounted for approximately **16.6%** and **42.1%** of total purchases, respectively[153](index=153&type=chunk) - No director, controlling shareholder, or their close associates had any beneficial interest in the Group's five largest customers or suppliers[153](index=153&type=chunk) [Directors' and Substantial Shareholders' Interests](index=35&type=section&id=Directors'%20and%20Substantial%20Shareholders'%20Interests) Executive Directors Mr Chan Chi Wai and Ms Keung Kit jointly hold a 56.25% interest in the company's ordinary shares **Directors' Long Positions in Ordinary Shares of the Company (as at March 31, 2025)** | Name of Director | Capacity/Nature of Interest | Number of Shares Held (L) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr Chan Chi Wai | Interest of controlled corporation | 23,400,000 | 56.25% | | Ms Keung Kit | Interest of spouse | 23,400,000 | 56.25% | **Substantial Shareholders' Long Positions in Shares of the Company (as at March 31, 2025)** | Name of Shareholder | Capacity and Nature of Interest | Number of Shares Held (L) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Medinet International Limited | Beneficial owner | 23,400,000 | 56.25% | | NSD Capital Limited | Beneficial owner | 7,800,000 | 18.75% | | Convoy Asset Management Limited | Interest of controlled corporation | 7,800,000 | 18.75% | | Favour Sino Holdings Limited | Interest of controlled corporation | 7,800,000 | 18.75% | | Convoy (BVI) Limited | Interest of controlled corporation | 7,800,000 | 18.75% | | Convoy Global Holdings Limited | Interest of controlled corporation | 7,800,000 | 18.75% | [Dividends and Auditor](index=38&type=section&id=Dividends%20and%20Auditor) The Board does not recommend a dividend for FY2024/25 and proposes the reappointment of the current auditor - The Board **does not recommend the payment of any dividend** for the year ended March 31, 2025[174](index=174&type=chunk) - A resolution to re-appoint **D & PARTNERS CPA LIMITED** as the company's auditor will be proposed at the forthcoming annual general meeting[175](index=175&type=chunk) [Independent Auditor's Report](index=39&type=section&id=Independent%20Auditor's%20Report) [Opinion and Basis for Opinion](index=39&type=section&id=Opinion%20and%20Basis%20for%20Opinion) The auditor issued an unqualified opinion, stating the financial statements give a true and fair view in accordance with accounting standards - The consolidated financial statements give a **true and fair view** of the consolidated financial position of the Group as at March 31, 2025, and of its consolidated financial performance and cash flows[178](index=178&type=chunk) - The audit was conducted in accordance with Hong Kong Standards on Auditing and the Code of Ethics for Professional Accountants[179](index=179&type=chunk) [Key Audit Matters](index=39&type=section&id=Key%20Audit%20Matters) The audit focused on revenue recognition and impairment of assets as key areas due to inherent risks and significant management judgment - **Revenue recognition** was identified as a key audit matter due to the high volume of transactions and reliance on system data, creating a risk of misstatement or manipulation[181](index=181&type=chunk) - **Impairment of property, plant and equipment and right-of-use assets** was a key audit matter due to its materiality and the high degree of management judgment involved in estimating recoverable amounts[183](index=183&type=chunk) - The auditor's procedures for revenue recognition included testing data controls, recalculating transaction amounts, and reviewing revenue fluctuations[182](index=182&type=chunk) - The auditor's procedures for asset impairment included evaluating management's assessment, testing calculation accuracy, and comparing cash flow forecasts with historical data[184](index=184&type=chunk) [Directors' and Auditor's Responsibilities](index=42&type=section&id=Directors'%20and%20Auditor's%20Responsibilities) Directors are responsible for preparing fair financial statements, while the auditor is responsible for expressing an opinion on them - The directors are responsible for the preparation of consolidated financial statements that give a **true and fair view** in accordance with HKFRSs and the Hong Kong Companies Ordinance[187](index=187&type=chunk) - The auditor's objective is to obtain **reasonable assurance** about whether the consolidated financial statements as a whole are free from material misstatement[190](index=190&type=chunk) - The auditor exercises professional judgment and maintains professional skepticism throughout the audit to identify and assess risks of material misstatement[191](index=191&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=45&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=45&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group achieved a profit of HK$8.06 million, a significant turnaround from the previous year's loss, driven by a gain on disposal **Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 106,390 | 116,248 | | Other income | 878 | 561 | | Other gains and losses | (1,154) | (2,648) | | Medical and dental professional service expenses | (45,343) | (50,262) | | Staff costs | (36,890) | (37,227) | | Gain on disposal of a subsidiary | 12,754 | – | | Profit/(loss) before tax | 8,092 | (7,999) | | Income tax expense | (33) | (105) | | Profit/(loss) for the year | 8,059 | (8,104) | | Profit/(loss) for the year attributable to owners of the Company | 8,062 | (8,082) | | Earnings/(loss) per share — basic and diluted (HK cents) | 19.38 | (19.43) | - The profit for the year of **HK$8.06 million** represents a turnaround from a loss of HK$8.10 million last year, primarily due to the **HK$12.75 million gain on disposal of a subsidiary**[195](index=195&type=chunk) [Consolidated Statement of Financial Position](index=46&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) [Consolidated Statement of Financial Position](index=46&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Total assets and net assets increased, primarily due to consideration receivable from a disposal, though net current liabilities widened **Consolidated Statement of Financial Position Summary (HK$ thousand)** | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current assets | 24,752 | 12,777 | | Current assets | 26,900 | 29,249 | | Current liabilities | 36,529 | 35,771 | | Net current liabilities | (9,629) | (6,522) | | Total assets less current liabilities | 15,123 | 6,255 | | Non-current liabilities | 3,973 | 3,074 | | Net assets | 11,150 | 3,181 | | Equity attributable to owners of the Company | 11,604 | 3,632 | - The significant increase in non-current assets was mainly due to the recognition of **consideration receivable** from the disposal of a subsidiary[196](index=196&type=chunk)[353](index=353&type=chunk) - The widening of net current liabilities indicates increased short-term solvency pressure[196](index=196&type=chunk) [Consolidated Statement of Changes in Equity](index=48&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) [Consolidated Statement of Changes in Equity](index=48&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) Equity attributable to owners increased from HK$3.63 million to HK$11.60 million, primarily driven by the profit for the year **Consolidated Statement of Changes in Equity Summary (HK$ thousand)** | Item | March 31, 2024 | Profit for the year and total comprehensive income | March 31, 2025 | | :--- | :--- | :--- | :--- | | Share capital | 10,400 | – | 10,400 | | Share premium | 51,853 | – | 51,853 | | Other reserve | (1,253) | – | (1,253) | | Special reserve | 20,515 | – | 20,515 | | Exchange reserve | (198) | (90) | (288) | | Accumulated losses | (77,685) | 8,062 | (69,623) | | **Subtotal attributable to owners of the Company** | **3,632** | **7,972** | **11,604** | | Non-controlling interests | (451) | (3) | (454) | | **Total** | **3,181** | **7,969** | **11,150** | - Equity attributable to owners of the Company **increased from HK$3.63 million** as at March 31, 2024 **to HK$11.60 million** as at March 31, 2025, mainly impacted by the profit for the year[198](index=198&type=chunk) [Consolidated Statement of Cash Flows](index=49&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) [Consolidated Statement of Cash Flows](index=49&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) Cash from operations increased, but overall cash decreased due to significant cash used in financing activities for debt repayment **Consolidated Statement of Cash Flows Summary (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net cash from operating activities | 5,114 | 4,400 | | Net cash from (used in) investing activities | 184 | (2,594) | | Net cash used in financing activities | (8,666) | (11) | | Net (decrease) increase in cash and cash equivalents | (3,368) | 1,795 | | Cash and cash equivalents at end of year | 13,867 | 17,325 | - Investing activities shifted from a net outflow to a net inflow, mainly due to the **consideration receivable from the disposal of a subsidiary**[199](index=199&type=chunk) - Net cash used in financing activities **increased significantly** due to the repayment of lease liabilities and bank borrowings[199](index=199&type=chunk) [Notes to the Consolidated Financial Statements](index=50&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [General Information and Accounting Policies](index=50&type=section&id=General%20Information%20and%20Accounting%20Policies) The company is an investment holding company listed on GEM, and its financial statements are presented in Hong Kong dollars - The company is an investment holding company whose shares have been listed on the GEM of the Stock Exchange since May 31, 2016[200](index=200&type=chunk) - The application of several amendments to HKFRSs in the current year had **no material impact** on the Group's financial position and performance[203](index=203&type=chunk) - **HKFRS 18**, effective for annual periods beginning on or after January 1, 2027, is expected to affect the presentation of the statement of profit or loss and future disclosures[208](index=208&type=chunk) [Basis of Preparation of Consolidated Financial Statements and Significant Accounting Policy Information](index=53&type=section&id=Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements%20and%20Significant%20Accounting%20Policy%20Information) The financial statements are prepared on a going concern basis despite net current liabilities, supported by management's improvement measures - Despite current liabilities exceeding current assets by approximately HK$9,629,000, the financial statements are prepared on a **going concern basis**[210](index=210&type=chunk) - The Group has adopted several measures, including cost reduction, seeking alternative financing, and fundraising, to support its continued operations[210](index=210&type=chunk) - Revenue is recognized when a performance obligation is satisfied, which is when 'control' of the goods or services is transferred to the customer[219](index=219&type=chunk) - The Group applies the recognition exemption for short-term leases of 12 months or less, with lease payments recognized as an expense on a straight-line basis[231](index=231&type=chunk) [Key Sources of Estimation Uncertainty](index=72&type=section&id=Key%20Sources%20of%20Estimation%20Uncertainty) Major uncertainties include pricing prepaid contracts, estimating credit losses, and assessing asset impairment, all involving significant judgment - The pricing and service provision assessment for annual prepaid contracts are uncertain and affected by factors like health conditions and socio-economic trends[300](index=300&type=chunk)[301](index=301&type=chunk) - The provision for expected credit losses on trade receivables is sensitive to changes in estimates, based on historical default rates and forward-looking information[302](index=302&type=chunk)[303](index=303&type=chunk) - Impairment assessment of assets involves judgment on future cash flow forecasts and discount rates, where changes could significantly impact recoverable amounts[304](index=304&type=chunk) [Revenue and Segment Information](index=74&type=section&id=Revenue%20and%20Segment%20Information) The Group's revenue is primarily derived from its dental and medical business segments, with operations concentrated in Hong Kong **Revenue by Segment (HK$ thousand)** | Segment | Year ended March 31, 2025 | Year ended March 31, 2024 | | :--- | :--- | :--- | | Dental business | 40,876 | 50,711 | | Medical business | 65,514 | 65,537 | | **Total** | **106,390** | **116,248** | **Revenue by Timing of Recognition (HK$ thousand)** | Timing of Recognition | Year ended March 31, 2025 | Year ended March 31, 2024 | | :--- | :--- | :--- | | At a point in time | 76,570 | 85,423 | | Over time | 29,820 | 30,825 | | **Total** | **106,390** | **116,248** | - The Group primarily operates in Hong Kong, with revenue from external customers in Hong Kong amounting to **HK$106.19 million** in 2025[321](index=321&type=chunk) - A major customer, Customer A, contributed **HK$13.85 million** in revenue in 2025, representing approximately 13% of total revenue[319](index=319&type=chunk) [Other Income and Expense Details](index=82&type=section&id=Other%20Income%20and%20Expense%20Details) Other income rose due to rental income and government subsidies, while income tax expense decreased in 2025 **Breakdown of Other Income (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Rental income | 341 | 210 | | Bank interest income | 68 | 163 | | Interest income on consideration receivable | 38 | – | | Government subsidies | 139 | – | | Sundry income | 292 | 188 | | **Total** | **878** | **561** | **Items Deducted from Profit/(Loss) Before Tax (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Directors' emoluments | 5,499 | 5,554 | | Total staff costs | 36,890 | 37,227 | | Medical and dental professional service expenses | 45,343 | 50,262 | | Cost of inventories recognised as an expense | 5,883 | 9,388 | | Auditor's remuneration | 670 | 600 | **Income Tax Expense (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Current tax: Hong Kong Profits Tax | 13 | 167 | | Deferred tax | 20 | 13 | | **Total** | **33** | **105** | [Directors', Chief Executive's and Employees' Emoluments](index=85&type=section&id=Directors',%20Chief%20Executive's%20and%20Employees'%20Emoluments) Total directors' emoluments remained stable at HK$5.50 million, with no remuneration waived during the year **Total Directors' Emoluments (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Fees | 526 | 540 | | Salaries and allowances | 3,377 | 3,418 | | Other benefits and allowances | 1,560 | 1,560 | | Retirement benefit scheme contributions | 36 | 36 | | **Total emoluments** | **5,499** | **5,554** | **Emoluments of Highest Paid Individuals (Excluding Directors) (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Salaries and allowances | 5,093 | 4,186 | | Retirement benefit scheme contributions | 54 | 54 | | **Total** | **5,147** | **4,240** | [Property, Plant and Equipment and Right-of-Use Assets](index=87&type=section&id=Property,%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) The carrying amounts of fixed and right-of-use assets stood at HK$2.14 million and HK$10.11 million respectively, with no impairment loss recognized in 2025 **Carrying Amount of Property, Plant and Equipment (HK$ thousand)** | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Leasehold improvements | 964 | 1,430 | | Professional equipment | 552 | 504 | | Furniture and fixtures | 620 | 1,005 | | Motor vehicles | – | 180 | | **Total** | **2,136** | **3,119** | **Carrying Amount and Depreciation of Right-of-Use Assets (HK$ thousand)** | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Carrying amount | 10,113 | 7,509 | | Depreciation charge | 7,533 | 7,998 | - Although some clinics recorded losses due to economic recession and patients seeking dental services in Mainland China, **no impairment loss** on property, plant and equipment and right-of-use assets was recognized in 2025[341](index=341&type=chunk)[345](index=345&type=chunk) [Goodwill and Other Intangible Assets](index=90&type=section&id=Goodwill%20and%20Other%20Intangible%20Assets) The carrying amounts of goodwill and other intangible assets were reduced to zero following an impairment in 2024 and a disposal in 2025 **Carrying Amount of Goodwill (HK$ thousand)** | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cost | – | 19,483 | | Impairment | – | 19,483 | | **Carrying amount** | **–** | **–** | - As at March 31, 2024, an impairment loss on goodwill of **HK$1,905,000** was recognized in other gains and losses[349](index=349&type=chunk) - In 2025, goodwill and other intangible assets were written off upon the disposal of the subsidiary Wellspring Dental Limited, resulting in zero carrying amounts[346](index=346&type=chunk)[350](index=350&type=chunk) [Trade and Other Receivables](index=92&type=section&id=Trade%20and%20Other%20Receivables) Net trade receivables stood at HK$7.54 million, while other receivables included HK$12.68 million in consideration from a subsidiary disposal **Trade and Other Receivables (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Trade receivables | 8,069 | 7,453 | | Less: Allowance for expected credit losses | (529) | (550) | | **Trade receivables, net** | **7,540** | **6,903** | | Consideration receivable | 12,868 | – | | Less: Allowance for expected credit losses | (189) | – | | **Consideration receivable, net** | **12,679** | **–** | | Rental deposits | 1,733 | 816 | **Ageing Analysis of Trade Receivables (HK$ thousand)** | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | Within 30 days | 4,132 | 3,607 | | 31 to 60 days | 2,144 | 2,242 | | 61 to 90 days | 1,264 | 805 | | 91 to 180 days | – | 249 | | **Total** | **7,540** | **6,903** | - The Group applies the simplified approach to measure loss allowance at an amount equal to **lifetime expected credit losses** for trade receivables[355](index=355&type=chunk) [Trade Payables and Contract Liabilities](index=93&type=section&id=Trade%20Payables%20and%20Contract%20Liabilities) Total trade and other payables were HK$13.05 million, while contract liabilities stood at HK$6.57 million **Trade and Other Payables (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Trade payables | 9,806 | 10,517 | | Other payables | 1,137 | 776 | | Accrued expenses | 2,109 | 2,946 | | **Total** | **13,052** | **14,239** | **Contract Liabilities (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Medical services | 1,024 | 1,092 | | Medical solutions | 3,505 | 3,231 | | Dental solutions | 2,043 | 1,603 | | Dental services | – | 480 | | **Total** | **6,572** | **6,406** | - During the year ended March 31, 2025, **HK$5,064,000** was recognized as revenue that was included in the contract liabilities at the beginning of the year[367](index=367&type=chunk) [Lease Liabilities and Deferred Taxation](index=94&type=section&id=Lease%20Liabilities%20and%20Deferred%20Taxation) Total lease liabilities were HK$10.47 million, and the Group has unrecognized deferred tax assets on tax losses of HK$50.12 million **Lease Liabilities Payable (HK$ thousand)** | Period | 2025 | 2024 | | :--- | :--- | :--- | | Within one year | 6,962 | 4,726 | | Over one year but not exceeding two years | 3,501 | 2,455 | | Over two years but not exceeding five years | 5 | 347 | | **Total** | **10,468** | **7,528** | **Deferred Tax Assets (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Accelerated tax depreciation | 105 | 214 | | Tax losses | 1,113 | 1,119 | | **Total** | **1,218** | **1,333** | - The Group has unused tax losses of **HK$56.87 million**, of which **HK$50.12 million** has not been recognized as a deferred tax asset due to the unpredictability of future profit streams[369](index=369&type=chunk) [Provisions and Bank Borrowings](index=95&type=section&id=Provisions%20and%20Bank%20Borrowings) Total provisions amounted to HK$753,000, while unsecured bank borrowings of HK$7.64 million are guaranteed by an executive director **Breakdown of Provisions (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Provision for reinstatement costs | 559 | 589 | | Provision for long service payments | 160 | – | | Provision for legal claims | 34 | – | | **Total** | **753** | **589** | - Bank borrowings of **HK$7,644,000** are unsecured, guaranteed by Executive Director Mr Chan Chi Wai, and carry a variable interest rate of 3.00%[373](index=373&type=chunk) [Share Capital and Operating Lease Arrangements](index=97&type=section&id=Share%20Capital%20and%20Operating%20Lease%20Arrangements) The company's issued share capital is HK$10.40 million, and it earned rental income of HK$180,000 as a lessor **Share Capital Structure (HK$ thousand)** | Item | Number of Shares | Amount | | :--- | :--- | :--- | | Authorised: Ordinary shares of HK$0.25 each | 200,000,000 | 50,000,000 | | Issued and fully paid: Ordinary shares of HK$0.25 each | 41,600,000 | 10,400,000 | - Rental income from properties earned during the year was **HK$180,000**, with the property leased to a related company, Face Factor[375](index=375&type=chunk) [Related Party Disclosures and Retirement Benefit Schemes](index=98&type=section&id=Related%20Party%20Disclosures%20and%20Retirement%20Benefit%20Schemes) The Group engaged in several transactions with related parties, and total compensation for key management was HK$8.23 million **Related Party Transactions (HK$ thousand)** | Related Company/Party Name | Nature of Transaction | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Face Factor | Rental income | 180 | 210 | | Chi Li Fang | Dental professional service expenses | 5,305 | 9,601 | | Times Insurance | Commission expenses | 421 | 432 | | Dr Chiu Chong Bor | Rental expenses | 111 | 144 | **Key Management Personnel Compensation (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Short-term benefits | 8,162 | 8,038 | | Post-employment benefits | 72 | 72 | | **Total** | **8,234** | **8,110** | - The abolition of the MPF offsetting mechanism for Long Service Payments (LSP) does not apply to LSP accrued before the transition date[381](index=381&type=chunk) [Gain on Disposal of a Subsidiary](index=100&type=section&id=Gain%20on%20Disposal%20of%20a%20Subsidiary) The disposal of Wellspring Dental Limited for HK$14.4 million resulted in a gain of HK$12.75 million - On January 9, 2025, the company disposed of its 100% interest in Wellspring Dental Limited for a consideration of **HK$14,400,000**, completed on February 19, 2025[382](index=382&type=chunk) **Gain on Disposal of a Subsidiary (HK$ thousand)** | Item | Amount | | :--- | :--- | | Fair value of consideration | 13,429 | | Net assets disposed of | (675) | | **Gain on disposal of a subsidiary** | **12,754** | - The fair value of the consideration receivable is approximately **HK$13,429,000**, to be paid in monthly installments over an expected period of 42 months[385](index=385&type=chunk)[386](index=386&type=chunk) [Capital Risk Management and Financial Instruments](index=102&type=section&id=Capital%20Risk%20Management%20and%20Financial%20Instruments) The Group manages capital to ensure going concern and maximize shareholder returns, while actively managing interest rate, credit, and liquidity risks - The Group manages its capital to ensure it can continue as a going concern while maximizing returns for shareholders by optimizing the debt and equity balance[387](index=387&type=chunk) - The Group is exposed to cash flow interest rate risk primarily related to floating-rate bank balances but currently has no hedging policy[390](index=390&type=chunk) - The Group's credit risk arises mainly from trade and other receivables, consideration receivable, and bank balances, which is managed through credit limits and monitoring procedures[393](index=393&type=chunk)[394](index=394&type=chunk) - Liquidity risk is managed by maintaining sufficient reserves and borrowing facilities, and by continuously monitoring forecast and actual cash flows[405](index=405&type=chunk) [Details of Subsidiaries and Reconciliation of Financing Activities](index=109&type=section&id=Details%20of%20Subsidiaries%20and%20Reconciliation%20of%20Financing%20Activities) The Group holds several subsidiaries for investment, dental, and medical services, with Wellspring Dental Limited being disposed of during the year **List of Major Subsidiaries** | Subsidiary Name | Principal Activities | | :--- | :--- | | Medinet BVI | Investment holding | | Wellspring Dental Services Limited | Provision of dental solutions and dental services | | Medinet Services Limited | Provision of medical solution services | | Wellspring Dental Limited | Provision of dental services (disposed of on February 19, 2025) | **Reconciliation of Liabilities Arising from Financing Activities (HK$ thousand)** | Item | March 31, 2024 | Financing cash flows | Finance costs | New leases entered | March 31, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Bank borrowings | 8,431 | (1,062) | 275 | – | 7,644 | | Lease liabilities | 7,528 | (7,604) | 380 | 10,164 | 10,468 | | **Total** | **15,959** | **(8,666)** | **655** | **10,164** | **18,112** | [Statement of Financial Position of the Company](index=111&type=section&id=Statement%20of%20Financial%20Position%20of%20the%20Company) The company's net assets increased to HK$21.63 million, driven by a profit of HK$6.82 million for the year **Statement of Financial Position of the Company Summary (HK$ thousand)** | Item | 2025 | 2024 | | :--- | :--- | :--- | | Non-current assets | 25,292 | 25,076 | | Current assets | 8,991 | 8,990 | | Current liabilities | 12,650 | 19,257 | | Net current liabilities | (3,659) | (10,267) | | Net assets | 21,633 | 14,809 | | Total equity | 21,633 | 14,809 | **Changes in Reserves of the Company (HK$ thousand)** | Item | March 31, 2024 | Profit for the year and total comprehensive income | March 31, 2025 | | :--- | :--- | :--- | :--- | | Share premium | 125,065 | – | 125,065 | | Capital reserve | 796 | – | 796 | | Accumulated losses | (121,452) | 6,824 | (114,628) | | **Total** | **4,409** | **6,824** | **11,233** | [Financial Summary](index=113&type=section&id=Financial%20Summary) [Financial Summary](index=113&type=section&id=Financial%20Summary) The Group returned to profitability in 2025 after three consecutive years of losses, with an improvement in its net asset position **Five-Year Summary of Results (HK$ thousand)** | Item | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 129,481 | 121,068 | 110,392 | 116,248 | 106,390 | | Profit (loss) before tax | 4,746 | (6,735) | (25,463) | (7,999) | 8,092 | | Profit (loss) for the year | 4,755 | (6,377) | (25,150) | (8,104) | 8,059 | **Five-Year Summary of Assets and Liabilities (HK$ thousand)** | Item | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total assets | 75,888 | 68,460 | 42,875 | 42,026 | 51,652 | | Total liabilities | (32,840) | (31,822) | (31,546) | (38,845) | (40,502) | | Net assets | 43,048 | 36,638 | 11,329 | 3,181 | 11,150 | | Equity attributable to owners of the Company | 43,048 | 36,799 | 11,758 | 3,632 | 11,604 | - The profit for the year of **HK$8.06 million** in 2025 marks a significant turnaround from the losses of the previous three years[417](index=417&type=chunk)

[Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) This fiscal year, the company faced severe challenges, with consolidated revenue decreasing to **HKD 110 million**, gross profit significantly shrinking, and loss attributable to owners expanding to **HKD 56.68 million**, while actively pursuing a 'Film IP + AI Technology' dual-driven strategy to enhance efficiency and explore IP value Key Financial Indicators | Indicator | FY2025 (HKD Thousands) | FY2024 (HKD Thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Consolidated Revenue | 110,344 | 117,836 | -6.4% | | Gross Profit | 11,123 | 56,599 | -80.4% | | Loss Attributable to Owners of the Company | 56,682 | 21,449 | +164.3% | - The decline in gross profit and expansion of loss were primarily due to: - **Decreased channel business and film licensing revenue**: Attributed to concessions provided during platform operator contract renewals and fewer films delivered after phased contract completion - **Underperforming new content releases**: Some films and musicals released during the year did not meet expectations, resulting in losses - **Asset impairment**: Impairment provisions were made for property, plant, equipment, and right-of-use assets related to the Group's cinema business - **Property revaluation losses**: Increased revaluation losses on investment properties due to market trends[10](index=10&type=chunk) - The company established a "**Film and Audiovisual Production IP + AI Technology**" dual-driven strategy, aiming to create a new entertainment ecosystem, with AI technology applied across various stages, including script development, virtual shooting, and post-production, to enhance efficiency, reduce costs, and re-explore the potential of classic IPs[38](index=38&type=chunk)[42](index=42&type=chunk)[48](index=48&type=chunk) Financial Position (As of March 31, 2025) | Financial Item (As of March 31, 2025) | Amount (HKD Thousands) | | :--- | :--- | | Available Bank Facilities | 33,200 | | Total Bank and Other Borrowings | 127,654 | | Shareholders' Funds | 249,421 | | Gearing Ratio | 51% | [Directors' and Senior Management's Profile](index=13&type=section&id=Directors%27%20and%20Senior%20Management%27s%20Profile) This section details the backgrounds of the company's executive directors, independent non-executive directors, and senior management, highlighting the core leadership's extensive experience and the diverse expertise of independent non-executive directors in providing governance guidance - The core executive team includes: - **Mr. Li Kwok Hing**: Group founder, Chairman, and major shareholder, responsible for corporate strategy and development - **Mr. Li Tang Yuk**: Chief Executive Officer, son of the Chairman, responsible for the Group's daily operations - **Dr. Dong Ming**: Chief Operating Officer, with over 25 years of experience in investment banking, asset management, and corporate management[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) - Senior management member **Mr. Chan Lun Ho** serves as Company Secretary and Financial Controller, responsible for all Group financial and accounting matters, possessing over **30 years** of auditing and accounting experience[76](index=76&type=chunk) [Corporate Governance Report](index=18&type=section&id=Corporate%20Governance%20Report) This report confirms the company's compliance with the Corporate Governance Code during the fiscal year, detailing the board's structure, diversity policy, and the composition and work of its audit, remuneration, and nomination committees, ensuring checks and balances and transparent communication with shareholders - The company confirms compliance with the Corporate Governance Code under the Listing Rules for the fiscal year ended March 31, 2025[79](index=79&type=chunk) Board Composition (As of March 31, 2025) | Board Member Type (As of March 31, 2025) | Number | | :--- | :--- | | Executive Directors | 3 | | Independent Non-Executive Directors | 6 | | **Total** | **9** | | Male Directors | 8 | | Female Directors | 1 | - The Board has three committees to fulfill its responsibilities: - **Audit Committee**: Composed of three independent non-executive directors, responsible for reviewing financial statements, internal controls, and risk management systems - **Remuneration Committee**: Composed of three independent non-executive directors, responsible for formulating remuneration policies for directors and senior management - **Nomination Committee**: Composed of two executive directors and three independent non-executive directors, responsible for reviewing the Board's structure and nominating director candidates[109](index=109&type=chunk)[115](index=115&type=chunk)[121](index=121&type=chunk) - For FY2025, audit service fees paid to PricewaterhouseCoopers amounted to approximately **HKD 1.868 million**, with non-audit service fees of **HKD 20 thousand**[133](index=133&type=chunk) [Report of the Directors](index=31&type=section&id=Report%20of%20the%20Directors) This report outlines the company's FY2025 business activities, financial performance, and share capital changes, including the adoption of a new share option scheme, disclosure of directors' and major shareholders' equity interests, and confirmation of moderate supplier/customer concentration and sufficient public float - The Board does not recommend the payment of any dividend for the fiscal year ended March 31, 2025[178](index=178&type=chunk) - The company adopted a new share option scheme ("**2024 Share Option Scheme**") on September 27, 2024, to incentivize eligible participants, including employees, related entity participants, and service providers, who contribute to the Group[196](index=196&type=chunk)[197](index=197&type=chunk) Directors' Shareholding (As of March 31, 2025) | Director's Shareholding (As of March 31, 2025) | Number of Shares Held (Long Position) | Percentage of Issued Share Capital | | :--- | :--- | :--- | | Mr. Li Kwok Hing (Aggregate of personal, family, and corporate interests) | 3,349,248,800 | 56.54% | | Mr. Li Tang Yuk (Personal interest) | 1,940,000 | 0.03% | | Dr. Dong Ming (Personal interest) | 5,000,000 | 0.08% | FY2025 Major Supplier and Customer Concentration | FY2025 Major Supplier and Customer Concentration | Percentage | | :--- | :--- | | Purchases from Largest Single Supplier | 10% | | Total Purchases from Top Five Suppliers | 29% | | Sales to Largest Single Customer | 12% | | Total Sales to Top Five Customers | 30% | - The company confirms that as of the report date, at least **25%** of its issued shares are held by the public, complying with Listing Rules requirements[293](index=293&type=chunk) [Independent Auditor's Report](index=57&type=section&id=Independent%20Auditor%27s%20Report) PricewaterhouseCoopers issued an unmodified opinion on the consolidated financial statements for the year ended March 31, 2025, highlighting two key audit matters: impairment assessments of film and program rights and films in progress, and equipment and right-of-use assets for the Tianjin cinema business, both involving significant management judgment - PricewaterhouseCoopers issued an unmodified opinion, stating that the consolidated financial statements present a true and fair view of the Group's financial position[309](index=309&type=chunk) - The report identified two key audit matters: - **Impairment of film and program rights and films in progress**: Due to lower-than-expected box office performance for some films, management assessed film rights for impairment, recognizing an impairment of **HKD 6.206 million** - **Impairment of equipment and right-of-use assets for Tianjin cinema business**: Given the Tianjin cinema's continuous losses and failure to meet budgets in recent years, management assessed its related assets for impairment, recognizing a total impairment of **HKD 13.184 million**[319](index=319&type=chunk)[328](index=328&type=chunk)[351](index=351&type=chunk) [Consolidated Financial Statements](index=69&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Income Statement](index=70&type=section&id=Consolidated%20Income%20Statement) This fiscal year, consolidated revenue slightly decreased to **HKD 110 million**, while a significant increase in cost of sales to **HKD 99.22 million** sharply reduced gross profit to **HKD 11.12 million**, ultimately expanding loss attributable to owners to **HKD 56.68 million** and basic loss per share to **HKD 0.96 cents** Consolidated Income Statement Summary | Item (HKD Thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 110,344 | 117,836 | | Cost of Sales | (99,221) | (61,237) | | **Gross Profit** | **11,123** | **56,599** | | Operating Loss | (51,392) | (17,110) | | **Loss for the Year** | **(59,758)** | **(23,435)** | | **Loss Attributable to Owners of the Company** | **(56,682)** | **(21,449)** | | Basic and Diluted Loss Per Share (HK cents) | (0.96) | (0.36) | [Consolidated Statement of Comprehensive Income](index=71&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) Building on a loss for the year of **HKD 59.76 million**, total comprehensive loss for this fiscal year significantly increased to **HKD 61.67 million** (compared to **HKD 25.18 million** last year), primarily due to other comprehensive losses from building revaluation Consolidated Statement of Comprehensive Income Summary | Item (HKD Thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | Loss for the Year | (59,758) | (23,435) | | Other Comprehensive Loss for the Year | (1,914) | (1,748) | | **Total Comprehensive Loss for the Year** | **(61,672)** | **(25,183)** | [Consolidated Balance Sheet](index=72&type=section&id=Consolidated%20Balance%20Sheet) As of March 31, 2025, total assets decreased to **HKD 588.18 million** from **HKD 661.14 million** last year, primarily due to reduced carrying values of non-current assets like property, plant, equipment, investment properties, and film rights, while total liabilities remained stable at **HKD 334.80 million**, and total equity declined to **HKD 253.38 million** due to losses Consolidated Balance Sheet Summary | Item (HKD Thousands) | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **588,178** | **661,142** | | Non-current Assets | 489,663 | 559,481 | | Current Assets | 98,515 | 101,661 | | **Total Liabilities** | **334,799** | **346,091** | | Non-current Liabilities | 197,034 | 202,060 | | Current Liabilities | 137,765 | 144,031 | | **Total Equity** | **253,379** | **315,051** | [Consolidated Statement of Changes in Equity](index=74&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This fiscal year, total equity decreased from **HKD 315.05 million** at the beginning of the year to **HKD 253.38 million** at year-end, a reduction of **HKD 61.67 million**, primarily due to the total comprehensive loss for the year, including **HKD 56.68 million** in net loss attributable to owners and other comprehensive losses - Shareholders' funds decreased from **HKD 309 million** to **HKD 249 million**, primarily due to a net loss of **HKD 56.68 million** and other comprehensive losses of **HKD 2.44 million** recorded during the year[394](index=394&type=chunk)[395](index=395&type=chunk) [Consolidated Cash Flow Statement](index=76&type=section&id=Consolidated%20Cash%20Flow%20Statement) This fiscal year, the Group generated a net cash inflow of **HKD 45.38 million** from operating activities, a significant improvement from last year's **HKD 22.36 million**, resulting in a net increase in cash and cash equivalents of **HKD 15.53 million** at year-end, with a closing balance of **HKD 23.43 million**, despite net cash outflows from investing and financing activities Consolidated Cash Flow Statement Summary | Item (HKD Thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 45,377 | 22,355 | | Net Cash Used in Investing Activities | (19,239) | (25,032) | | Net Cash Used in Financing Activities | (10,605) | (14,400) | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | **15,533** | **(17,077)** | | Cash and Cash Equivalents at Year-End | 23,431 | 8,181 | [Notes to the Consolidated Financial Statements](index=78&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the company's accounting policies, key estimates, and financial data, focusing on business segment performance, financial risk management strategies for liquidity, credit, and market risks, and impairment tests and fair value assessments for significant assets like film rights, investment properties, and fixed assets [Note 3: Financial Risk Management](index=122&type=section&id=Note%203%3A%20Financial%20Risk%20Management) This note details the Group's primary financial risks, including market, credit, and liquidity risks, managed through diversified investments, credit approvals, and sufficient credit facilities, with the gearing ratio increasing to **51.2%** at year-end from **40.9%** last year - The Group's gearing ratio (calculated as total bank and other borrowings divided by total equity) increased from **40.9%** in FY2024 to **51.2%** in FY2025[728](index=728&type=chunk) [Note 5: Revenue and Segment Information](index=140&type=section&id=Note%205%3A%20Revenue%20and%20Segment%20Information) This fiscal year, the Group's revenue primarily came from five business segments, with film exhibition and licensing contributing the most revenue at **HKD 30.38 million** but also the largest loss at **HKD 20.76 million**, while only processing services achieved profitability FY2025 Segment Performance (HKD Thousands) | Item | Revenue | (Loss)/Profit | | :--- | :--- | :--- | | Channel Operations | 23,558 | (5,800) | | Film Exhibition and Film Rights Licensing and Sub-licensing | 30,382 | (20,759) | | Cinema Business | 21,408 | (13,342) | | Concerts and Event Organization | 29,069 | (7,285) | | Consumer Product Manufacturing and Sales Processing Services | 5,927 | 441 | | Property Investment | – | (12,000) | [Note 12: Property, Plant and Equipment](index=161&type=section&id=Note%2012%3A%20Property%2C%20Plant%20and%20Equipment) Due to the Tianjin cinema's persistent losses and underperformance, the Group recognized an impairment loss of **HKD 4.034 million** on its related property, plant, and equipment this fiscal year, alongside a revaluation loss of **HKD 1.961 million** on buildings held at fair value - Due to the underperformance of the Tianjin cinema business, the Group recognized an impairment provision of **HKD 4.034 million** for its property, plant, and equipment[852](index=852&type=chunk) [Note 14: Investment Properties](index=172&type=section&id=Note%2014%3A%20Investment%20Properties) The Group's investment property portfolio recorded a fair value revaluation loss of **HKD 16.765 million** this fiscal year, reducing its total carrying value from **HKD 194 million** at the beginning of the year to **HKD 177 million** at year-end, while generating **HKD 6.57 million** in rental income Investment Property Fair Value Changes (HKD Thousands) | Item | FY2025 | | :--- | :--- | | Fair Value at Beginning of Year | 193,901 | | Fair Value Loss on Revaluation | (16,765) | | Exchange Differences | (178) | | **Fair Value at End of Year** | **176,958** | [Note 15: Film and Program Rights, Films in Progress and Deposits for Film and Program Rights](index=177&type=section&id=Note%2015%3A%20Film%20and%20Program%20Rights%2C%20Films%20in%20Progress%20and%20Deposits%20for%20Film%20and%20Program%20Rights) The net carrying value of film and program rights significantly decreased from **HKD 97.88 million** at the beginning of the year to **HKD 66.77 million** at year-end, primarily due to **HKD 36.12 million** in amortization expenses and **HKD 6.21 million** in impairment provisions, reflecting underperforming expected revenue from some films Film and Program Rights Changes (HKD Thousands) | Item | FY2025 | | :--- | :--- | | Net Carrying Amount at Beginning of Year | 97,883 | | Additions | 10,225 | | Amortization | (36,115) | | Impairment | (6,206) | | **Net Carrying Amount at End of Year** | **66,768** | [Five Year Financial Summary](index=227&type=section&id=Five%20Year%20Financial%20Summary) This summary presents key financial data for the Group's past five fiscal years (2021-2025), showing continuous losses attributable to owners ranging from **HKD 39.23 million** to **HKD 58.25 million**, alongside a consistent downward trend in total assets and total equity Five Year Financial Summary Table | Item (HKD Thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Loss Attributable to Owners of the Company | (56,682) | (21,449) | (48,915) | (39,232) | (58,249) | | Total Assets | 588,178 | 661,142 | 688,100 | 757,196 | 780,897 | | Total Liabilities | (334,799) | (346,091) | (348,394) | (388,318) | (397,140) | | Total Equity | 253,379 | 315,051 | 339,706 | 368,878 | 383,757 | [Schedule of Principal Investment Properties](index=228&type=section&id=Schedule%20of%20Principal%20Investment%20Properties) This schedule lists the Group's principal investment properties, including commercial, industrial, and residential types located in Hong Kong and mainland China (Guangzhou, Xiamen), with the Group holding **100%** interest in most properties and **70%** in one commercial property in Xiamen - The Group's principal investment properties include commercial, industrial, and residential units located in Hong Kong, as well as commercial and residential units in Guangzhou and Xiamen, mainland China[1076](index=1076&type=chunk)[1078](index=1078&type=chunk)

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 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 on GEM are generally small ...

[Financial Summary](index=3&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) [Performance Summary](index=3&type=section&id=%E6%A5%AD%E7%B8%BE%E6%91%98%E8%A6%81) The Group achieved a turnaround to profitability in FY2025, driven by investment gains and cost control despite a decline in revenue Five-Year Performance Summary | Indicator (HK$'000) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 371,121 | 303,597 | 276,007 | 239,055 | **190,836** | | **Profit (Loss) Before Tax** | 135,248 | (125,319) | 32,037 | (60,700) | **48,086** | | **Profit (Loss) for the Year** | 118,319 | (128,923) | 27,222 | (66,500) | **41,221** | [Assets and Liabilities Summary](index=4&type=section&id=%E8%B3%87%E7%94%A2%E5%8F%8A%E8%B2%A0%E5%82%B5%E6%91%98%E8%A6%81) The Group's financial position remained solid with total assets slightly increasing to HK$1.628 billion and total liabilities continuing to decline Five-Year Assets and Liabilities Summary | Indicator (HK$'000) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | 2,004,674 | 1,548,781 | 1,612,127 | 1,577,881 | **1,627,527** | | **Total Liabilities** | (361,035) | (157,632) | (137,100) | (120,636) | **(112,742)** | | **Equity Attributable to Owners of the Company** | 1,643,639 | 1,391,149 | 1,475,027 | 1,457,245 | **1,514,785** | [Corporate Information](index=5&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) [Chairman's Statement](index=7&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A) [Results and Dividends](index=7&type=section&id=%E6%A5%AD%E7%B8%BE%E8%88%87%E8%82%A1%E6%81%AF) The Group achieved a significant turnaround to a profit of HK$41.2 million but the Board does not recommend a final dividend - For the year ended 31 March 2025, the Group recorded a **profit of approximately HK$41.2 million**, compared to a loss of approximately HK$66.5 million in the previous year[13](index=13&type=chunk) - The Board **does not recommend the payment of a final dividend** for the year ended 31 March 2025[14](index=14&type=chunk) [Business Review](index=7&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) Total revenue decreased by 20.2% to HK$191 million, with the core financial communications segment seeing a profit increase despite lower revenue - Despite the resilience of the Hong Kong IPO market, the Group's revenue **decreased by approximately 20.2%** from approximately HK$239 million in the previous year to approximately HK$191 million this year[15](index=15&type=chunk)[17](index=17&type=chunk) - The Hong Kong IPO market is undergoing a structural change, with new economy enterprises (biotech, AI, new energy) accounting for **over 75% of funds raised**, and the HKEX continuing to optimize its listing regime (e.g., Chapter 18C)[18](index=18&type=chunk) [Financial Communications Services Segment](index=9&type=section&id=%E8%B2%A1%E7%B6%93%E5%82%B3%E8%A8%8A%E6%9C%8D%E5%8B%99%E5%88%86%E9%83%A8) The core financial communications segment's revenue fell 18.9% to HK$190.8 million, but its profit grew 18.6% to HK$92.5 million Financial Communications Services Segment Performance | Indicator | 2025 | 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | **Turnover** | Approx. HK$190.8 million | Approx. HK$235.4 million | -18.9% | | **Profit** | Approx. HK$92.5 million | Approx. HK$78.0 million | +18.6% | [International Roadshow Services Segment](index=9&type=section&id=%E5%9C%8B%E9%9A%9B%E8%B7%AF%E6%BC%94%E6%9C%8D%E5%8B%99%E5%88%86%E9%83%A8) This segment recorded no revenue as the Group focused on the Hong Kong market, resulting in a minor loss of approximately HK$12,000 International Roadshow Services Segment Performance | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | **Revenue** | HK$0 | Approx. HK$3.7 million | | **Segment (Loss)/Profit** | Approx. (HK$12,000) | Approx. HK$1.9 million | [Debt Securities Investment](index=9&type=section&id=%E5%82%B5%E5%88%B8%E8%AD%89%E5%88%B8%E6%8A%95%E8%B3%87) The Group's debt securities investment generated interest income and a gain on disposal, but an impairment loss of HK$38.5 million was recognized - A **gain on derecognition/disposal of debt securities of approximately HK$0.5 million** was recorded, compared to a loss of approximately HK$53.0 million in the prior year[23](index=23&type=chunk) - Due to the deteriorating credit situation of certain listed bond issuers, the Group recognized an **impairment loss of approximately HK$38.5 million** in profit or loss[23](index=23&type=chunk) [Financial Review](index=10&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group maintained a strong financial position with total cash and time deposits increasing to HK$824.5 million and a net gearing ratio of 0% - The Group had **no bank loans** as at 31 March 2025, with a **net gearing ratio of 0%**[24](index=24&type=chunk) - As at 31 March 2025, the Group had **no pledged assets**, whereas properties of approximately HK$551 million were pledged in the prior year[26](index=26&type=chunk) Liquidity Position | Indicator | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | **Bank Balances and Cash** | Approx. HK$31.4 million | Approx. HK$213.7 million | | **Time Deposits** | Approx. HK$793.1 million | Approx. HK$506.3 million | | **Total** | Approx. HK$824.5 million | Approx. HK$720.0 million | [Prospects](index=11&type=section&id=%E5%89%8D%E6%99%AF%E5%B1%95%E6%9C%9B) The Group holds a cautiously optimistic outlook on the Hong Kong IPO market, balancing opportunities from potential rate cuts with global economic uncertainties - **Opportunities**: Potential interest rate cuts by major central banks could boost market risk appetite; Mainland China's economic stabilization and capital market opening will inject funds into Hong Kong; HKEX's inclusivity for specialist technology and biotech firms will continue to attract global innovative companies[29](index=29&type=chunk) - **Challenges**: Global economic uncertainty and geopolitical volatility remain potential disruptions; competition among international financial centers remains fierce; issuers need to adapt to stricter disclosure requirements and investor focus on profitability[29](index=29&type=chunk) [Employees and Remuneration Policy](index=12&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of March 31, 2025, the Group had 174 full-time employees with total staff costs amounting to approximately HK$46.7 million Employee Data | Indicator | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | **Number of Full-time Employees** | 174 | - | | **Total Staff Costs** | Approx. HK$46.7 million | Approx. HK$45.5 million | [Biographical Details of Directors of the Company](index=14&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%91%A3%E4%BA%8B%E4%B9%8B%E5%B1%A5%E6%AD%B7) [Report of the Directors](index=17&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) [Principal Activities and Results](index=17&type=section&id=%E4%B8%BB%E8%A6%81%E6%A5%AD%E5%8B%99%E8%88%87%E6%A5%AD%E7%B8%BE) The Company's principal activities are investment holding and securities investment, with no significant changes during the year - The Company's principal activity is investment holding and securities investment, with its main subsidiaries engaged in services such as financial communications[50](index=50&type=chunk) - The Board **does not recommend the payment of a final dividend** for the year ended 31 March 2025[52](index=52&type=chunk) [Use of Proceeds](index=20&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) As of March 31, 2025, approximately HK$165 million from the IPO and HK$348 million from the placing remain unutilized Use of Proceeds from Initial Public Offering | Allocation of Net Proceeds | Intended Use | Total Amount Used | Balance | Expected Utilisation Date | | :--- | :--- | :--- | :--- | :--- | | Approx. HK$124.9 million | Strategic mergers and acquisitions | HK$19.8 million | HK$105.1 million | 31 December 2025 | | Approx. HK$124.9 million | Financing or establishing joint ventures | HK$65.5 million | HK$59.4 million | 31 December 2025 | Use of Proceeds from Placing and Subscription | Allocation of Net Proceeds | Intended Use | Total Amount Used | Balance | Expected Utilisation Date | | :--- | :--- | :--- | :--- | :--- | | Approx. HK$423.0 million | Creation of "Wonderful Sky Cloud" platform | HK$74.6 million | HK$348.4 million | 31 December 2025 | [Major Customers and Suppliers](index=21&type=section&id=%E4%B8%BB%E8%A6%81%E5%AE%A2%E6%88%B6%E5%8F%8A%E4%BE%9B%E6%87%89%E5%95%86) The Group's customer and supplier bases are relatively diversified, with the top five customers and suppliers accounting for small percentages of revenue and purchases - The five largest customers accounted for approximately **9.6% of total revenue**, with the single largest customer accounting for approximately **2.4%**[74](index=74&type=chunk) - The five largest suppliers accounted for approximately **10.2% of total purchases**, with the single largest supplier accounting for approximately **3.2%**[76](index=76&type=chunk) [Directors' and Shareholders' Interests](index=22&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E8%82%A1%E6%9D%B1%E6%AC%8A%E7%9B%8A) The report discloses the shareholdings of directors and major shareholders, with Chairman Mr. Liu Tianni holding a combined interest of approximately 70.83% - Chairman Mr. Liu Tianni, through a discretionary trust, joint interests, and family interests, holds a total of 815,616,000 shares, representing **70.83% of the issued share capital**[83](index=83&type=chunk) - Substantial shareholder Sapphire Star Investments Limited beneficially owns 750,000,000 shares, representing **65.13% of the issued share capital**[87](index=87&type=chunk) [Share Option Scheme](index=26&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) All share options granted to employees on January 26, 2018, have lapsed or been forfeited during the year Share Option Movements | Date of Grant | Exercise Price (HK$) | Outstanding at Beginning of Year | Lapsed/Forfeited During the Year | Outstanding at End of Year | | :--- | :--- | :--- | :--- | :--- | | 26.1.2018 | 1.500 | 4,000,000 | (4,000,000) | 0 | [Corporate Governance Report](index=28&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) [Corporate Governance Practices](index=28&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F) The Company is committed to high standards of corporate governance, with the roles of Chairman and CEO being held by the same individual - The Company deviated from code provision A.2.1 of the Corporate Governance Code, as the roles of Chairman and Chief Executive Officer are not separate and are both performed by Mr. Liu Tianni, which the Board believes provides strong and consistent leadership[102](index=102&type=chunk) [Board of Directors and Committees](index=28&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E8%88%87%E5%A7%94%E5%93%A1%E6%9C%83) The Board comprises five directors, and its Remuneration, Nomination, and Audit Committees are all chaired by an Independent Non-executive Director - The Board consists of **2 executive Directors and 3 independent non-executive Directors** and held 4 meetings during the year[104](index=104&type=chunk) - The Remuneration Committee and Nomination Committee are both chaired by Ms. Li Lingxiu, an independent non-executive Director[110](index=110&type=chunk)[111](index=111&type=chunk) [Accountability and Audit](index=31&type=section&id=%E5%95%8F%E8%B2%AC%E5%8F%8A%E5%AF%A9%E6%A0%B8) The Group has established a three-tier internal control mechanism for risk management, with audit services fees amounting to HK$850,000 for the year - The Group has established a **three-tier internal control mechanism** involving the Board, the compliance department, and management of various business units for effective risk management[116](index=116&type=chunk)[121](index=121&type=chunk) Auditor's Remuneration | Services Rendered | Fees Paid/Payable (HK$'000) | | :--- | :--- | | Audit services | 850 | | Tax and other services | – | | **Total** | **850** | [Shareholders' Rights](index=33&type=section&id=%E8%82%A1%E6%9D%B1%E6%AC%8A%E5%88%A9) The report outlines shareholder rights, including the right for shareholders holding at least one-tenth of the paid-up capital to convene a special general meeting - Shareholders holding **not less than 10% of the paid-up share capital** have the right to request the Board to convene a special general meeting[125](index=125&type=chunk) [Environmental, Social and Governance Report](index=35&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) [Environment](index=35&type=section&id=%E7%92%B0%E5%A2%83) The Group mitigates its environmental impact through a "Green Office Program" and reports its annual resource consumption and emissions - The Group implements a **"Green Office Program"** with measures including maintaining office temperature at 25°C, encouraging double-sided printing, and promoting a paperless office[132](index=132&type=chunk) Annual Resource Consumption and Emissions | Indicator | Quantity | | :--- | :--- | | **Electricity Consumption** | Approx. 303,779 kWh | | **CO2 Equivalent Emissions** | Approx. 246,235 kg | | **Printing Paper Usage** | Approx. 726,000 sheets | | **Gasoline Usage** | Approx. 27,079 litres | [Social](index=37&type=section&id=%E7%A4%BE%E6%9C%83) The Group provides competitive remuneration, ensures occupational health and safety, and adheres to strict anti-corruption and labor standards - The Group provides employees with competitive remuneration, medical insurance, and has established compliant human resources practices covering promotion, equal opportunities, and anti-discrimination[138](index=138&type=chunk) - The Group has established a supplier management system, conducting regular and annual assessments of suppliers, and emphasizes their legal compliance and occupational health and safety records[144](index=144&type=chunk) - The Group implements a strict anti-corruption policy and has complied with relevant laws such as the Prevention of Bribery Ordinance in Hong Kong, with **no corruption cases reported** during the fiscal year[148](index=148&type=chunk) [Independent Auditor's Report](index=40&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) [Audit Opinion](index=40&type=section&id=%E5%AF%A9%E8%A8%88%E6%84%8F%E8%A6%8B) The independent auditor issued an unmodified opinion, stating that the financial statements give a true and fair view of the Group's financial position - The auditor concluded that the consolidated financial statements give a true and fair view of the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards, and issued an **unmodified opinion**[151](index=151&type=chunk) [Key Audit Matters](index=41&type=section&id=%E9%97%9C%E9%8D%B5%E5%AF%A9%E8%A8%88%E4%BA%8B%E9%A0%85) The auditor identified the impairment assessment of trade receivables and debt instruments at FVOCI as key audit matters due to significant management judgment - **Impairment assessment of trade receivables**: Considered a key audit matter due to significant management judgment on expected credit losses; as of 31 March 2025, trade receivables were **HK$34.47 million** (net of HK$33.18 million provision)[156](index=156&type=chunk) - **Impairment assessment of debt instruments at FVOCI**: Considered a key audit matter due to significant estimation and judgment in recognizing loss allowances; as of 31 March 2025, the fair value of these instruments was **HK$85.07 million**, with an impairment loss of **HK$38.53 million** recognized during the year[158](index=158&type=chunk) [Consolidated Financial Statements](index=46&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=46&type=section&id=%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%E5%85%A5%E8%A1%A8) The Group's revenue was HK$191 million, and it achieved a profit for the year of HK$41.22 million, reversing the prior year's loss Key Consolidated Income Statement Data | Indicator (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | **Revenue** | 190,836 | 239,055 | | **Gross Profit** | 106,760 | 122,256 | | **Profit (Loss) Before Tax** | 48,086 | (60,700) | | **Profit (Loss) for the Year** | 41,221 | (66,500) | | **Total Comprehensive Income (Loss) for the Year** | 57,540 | (17,782) | | **Basic Earnings (Loss) Per Share** | 3.58 HK cents | (5.78) HK cents | [Consolidated Statement of Financial Position](index=48&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2025, the Group's total assets stood at HK$1.628 billion, with net assets increasing to HK$1.515 billion Key Consolidated Statement of Financial Position Data | Indicator (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | **Non-current Assets** | 687,402 | 742,397 | | **Current Assets** | 940,125 | 835,484 | | **Total Assets** | **1,627,527** | **1,577,881** | | **Current Liabilities** | 112,742 | 120,636 | | **Net Assets** | **1,514,785** | **1,457,245** | | **Total Equity** | 1,514,785 | 1,457,245 | [Consolidated Statement of Changes in Equity](index=50&type=section&id=%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) Total equity attributable to owners of the Company increased from HK$1.457 billion to HK$1.515 billion, driven by profit and other comprehensive income - **Total equity increased** from HK$1,457,245 thousand at the beginning of the year to HK$1,514,785 thousand at year-end, a growth of HK$57,540 thousand[184](index=184&type=chunk) - The increase in equity was primarily due to **profit for the year of HK$41,221 thousand** and **other comprehensive income of HK$16,319 thousand**[184](index=184&type=chunk) [Consolidated Statement of Cash Flows](index=53&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) The Group generated positive cash from operations, but a significant increase in time deposits led to a net decrease in cash and cash equivalents Key Consolidated Cash Flow Statement Data | Indicator (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | **Net Cash Generated from Operating Activities** | 54,254 | 47,046 | | **Net Cash (Used in) from Investing Activities** | (232,522) | 98,742 | | **Net Cash Used in Financing Activities** | – | (1) | | **Net (Decrease) Increase in Cash and Cash Equivalents** | (178,268) | 145,787 | | **Cash and Cash Equivalents at Beginning of Year** | 213,710 | 75,540 | | **Cash and Cash Equivalents at End of Year** | 31,396 | 213,710 | [Notes to the Consolidated Financial Statements](index=56&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) [Note 5: Revenue and Segment Information](index=88&type=section&id=%E9%99%84%E8%A8%BB5%EF%BC%9A%E6%94%B6%E7%9B%8A%E5%8F%8A%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group's total revenue of HK$191 million was primarily derived from the financial communications services segment Revenue by Timing of Recognition | Revenue Type | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | **Recognised at a point in time** | 152,088 | 175,394 | | **Recognised over time** | 38,748 | 63,661 | | **Total** | **190,836** | **239,055** | Segment Results (2025) | Segment | Revenue (HK$'000) | Segment Profit/(Loss) (HK$'000) | | :--- | :--- | :--- | | **Provision of financial communication services** | 190,836 | 92,525 | | **Organising and coordinating international roadshows** | – | (12) | | **Consolidated** | **190,836** | **92,513** | [Note 10: Directors', Chief Executive's and Employees' Emoluments](index=98&type=section&id=%E9%99%84%E8%A8%BB10%EF%BC%9A%E8%91%A3%E4%BA%8B%E3%80%81%E8%A1%8C%E6%94%BF%E7%B8%BD%E8%A3%81%E5%8F%8A%E5%83%B1%E5%93%A1%E8%96%AA%E9%85%AC) Total emoluments for directors and the chief executive amounted to approximately HK$4.6 million for the year Directors' and Chief Executive's Emoluments (2025) | Name | Position | Total Emoluments (HK$'000) | | :--- | :--- | :--- | | Mr. Liu Tianni | Executive Director | 3,822 | | Ms. Liu Xinyi | Executive Director | 421 | | Ms. Lin Yingrong | Independent Non-executive Director | 120 | | Ms. Li Lingxiu | Independent Non-executive Director | 120 | | Mr. Zhang Guangda | Independent Non-executive Director | 77 | | Mr. Leung Chi Wing | Independent Non-executive Director (Resigned) | 35 | | **Total** | | **4,595** | [Note 19: Trade and Other Receivables](index=108&type=section&id=%E9%99%84%E8%A8%BB19%EF%BC%9A%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E8%B3%AC%E6%AC%BE) As of March 31, 2025, the net amount of trade receivables was HK$34.47 million after a credit loss provision of HK$33.18 million Ageing Analysis of Trade Receivables (Net of Allowance) | Ageing | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Within 30 days | 7,514 | 5,184 | | 31 to 90 days | 8,053 | 13,066 | | 91 days to 1 year | 18,907 | 17,320 | | Over 1 year | – | 509 | | **Total** | **34,474** | **36,079** | [Note 21: Debt Instruments at Fair Value Through Other Comprehensive Income](index=111&type=section&id=%E9%99%84%E8%A8%BB21%EF%BC%9A%E6%8C%89%E5%85%AC%E5%B9%B3%E5%80%BC%E8%A8%88%E5%85%A5%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E7%9A%84%E5%82%B5%E5%8B%99%E5%B7%A5%E5%85%B7) The fair value of the Group's debt instruments at FVOCI was HK$85.07 million, comprising corporate and government bonds Debt Instrument Portfolio | Type | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Listed debt securities (HKEX) | 24,224 | 41,189 | | Listed debt securities (SGX) | 41,401 | 46,319 | | Government bonds (US) | 19,444 | – | | **Total** | **85,069** | **87,508** | [Note 32: Financial Instruments and Risk Management](index=120&type=section&id=%E9%99%84%E8%A8%BB32%EF%BC%9A%E9%87%91%E8%9E%8D%E5%B7%A5%E5%85%B7%E8%88%87%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86) The Group's primary financial risks include equity price, interest rate, foreign exchange, and credit risk, with significant credit loss provisions made for certain debt instruments - The Group's main financial risks include **equity price risk, interest rate risk, foreign exchange risk** (primarily RMB and USD), and **credit risk**[350](index=350&type=chunk)[351](index=351&type=chunk)[352](index=352&type=chunk)[356](index=356&type=chunk) - For the year ended 31 March 2025, the net expected credit loss on debt instruments at FVOCI amounted to **HK$38,529,000**, primarily due to the deteriorating credit quality of listed bond issuers[363](index=363&type=chunk) Credit Risk Assessment Summary of Financial Assets (2025) | Asset Class | Internal Credit Rating | ECL Basis | Gross Carrying Amount (HK$'000) | | :--- | :--- | :--- | :--- | | **Trade receivables** | Low risk/Watch list/Loss | Lifetime | 67,650 | | **Debt instruments at FVOCI** | AA+ (Low risk) | 12-month | 19,379 | | | CCC to C (Doubtful) | Lifetime | 14,372 | | | C (Loss) | Lifetime | 362,858 | | **Bank balances and time deposits** | BBB+ to A+ | 12-month | 824,503 |

浩柏國際（開曼）有限公司 2 2024/25 年報 3 公司資料 4 致股東函件 6 管理層討論與分析 12 企業管治報告 27 環境、社會及管治報告 56 董事履歷 58 董事會報告 72 獨立核數師報告 78 綜合損益及其他全面收益表 79 綜合財務狀況表 81 綜合權益變動表 82 綜合現金流量表 83 綜合財務報表附註 164 財務概要 2024/25 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的公司帶有較高投資風險。有意投 資者應了解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，於GEM買賣的證券可能會較於聯交所主板買賣的證券承受較大的市場波動風險， 同時無法保證於GEM買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不 就因本報告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本報告的資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載， ...

[Chairman's Report](index=6&type=section&id=Chairman%27s%20Report) [Summary of Chairman's Report](index=6&type=section&id=Summary%20of%20Chairman%27s%20Report) The Chairman's Report details the Group's strategic responses to FY2025 challenges, including revenue decline from economic volatility and changing consumer habits, and outlines future growth plans leveraging Greater Bay Area advantages and digital infrastructure - Facing challenges from slow economic recovery and outward consumer spending in Hong Kong, the Group implemented a series of strategies including brand expansion and operational cost control[9](index=9&type=chunk)[11](index=11&type=chunk) Annual Business Performance | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 194.6 million | HKD 208.1 million | -6% | - Looking ahead, the Group anticipates that close ties between Hong Kong and the Greater Bay Area will bring advantages in cost optimization and talent acquisition, planning to drive long-term sustainable growth through value-added services and digital infrastructure development[12](index=12&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=7&type=section&id=Business%20Review) The Group primarily operates four chain bar and restaurant brands—"Pacific Bar," "Form," "Moon Ocean," and "Pacific"—in Hong Kong and Mainland China, with 58 outlets as of March 31, 2025, and four new "Pacific Bar" branches opened this year - As of March 31, 2025, the Group operated 58 bars and restaurants in Hong Kong and Mainland China, having opened four new branches during the year[15](index=15&type=chunk) [Financial Review](index=7&type=section&id=Financial%20Review) In FY2025, the Group's total revenue decreased by 6.4% to HKD 194 million, primarily due to consumer downgrading in Hong Kong, resulting in a pre-tax loss from a prior-year profit, despite a stable gross profit margin of 73.6%, and leading to impairment losses totaling HKD 11.1 million on property, plant and equipment and right-of-use assets, while staff costs decreased by 4.8% and finance costs increased by 4.2%, with the gearing ratio significantly rising to 1,026% Operating Restaurant and Bar Performance | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 194.0 million | HKD 207.3 million | -6.4% | | Gross Profit | HKD 142.7 million | HKD 150.9 million | -5.4% | | Gross Profit Margin | 73.6% | 72.8% | +0.8pp | - Due to consumer downgrading and continuous sales decline in Hong Kong, the Group adopted a cautious approach to its bar and restaurant business, recognizing impairment losses of approximately **HKD 4.4 million** on property, plant and equipment and approximately **HKD 6.7 million** on right-of-use assets this year[24](index=24&type=chunk) Total Asset Impairment Provision | Asset Category | Impairment Provision Amount (HKD '000) | | :--- | :--- | | Property, Plant and Equipment | 4,443 | | Right-of-Use Assets | 6,680 | | **Total** | **11,123** | Liquidity and Capital Structure | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | HKD 2.0 million | HKD 2.1 million | | Bank Borrowings | HKD 54.5 million | HKD 51.7 million | | Gearing Ratio | 1,026% | 458% | [Outlook](index=13&type=section&id=Outlook) Looking ahead, the Group will continue to focus on its core bar business, leveraging its four existing brands to target the mass market and further expand its market share in Hong Kong, with management confident in the business outlook and planning continued network expansion in the coming year - The Group plans to maintain its existing brand strategy, focusing on the mass market, and intends to further expand its business network in the coming year[51](index=51&type=chunk) [Biographies of Directors and Senior Management](index=14&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) [Summary of Biographies of Directors and Senior Management](index=14&type=section&id=Summary%20of%20Biographies%20of%20Directors%20and%20Senior%20Management) This section details the personal resumes, professional backgrounds, and industry experience of the company's executive directors, non-executive directors, independent non-executive directors, and senior management, noting the family relationships among board members, such as Executive Director Ms. Chan Ching being the aunt of Non-Executive Director Ms. Chan Tsz Kiu and Executive Director Ms. Chan Tsz Tung, who are sisters - Ms. Chan Ching was appointed Chairman of the Board and Chief Executive Officer on January 28, 2025[52](index=52&type=chunk) - Significant family relationships exist among board members: Ms. Chan Ching (Chairman and CEO) is the aunt of Ms. Chan Tsz Tung (Executive Director) and Ms. Chan Tsz Kiu (Non-Executive Director), who are sisters[53](index=53&type=chunk)[55](index=55&type=chunk) [Corporate Governance Report](index=17&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=17&type=section&id=Corporate%20Governance%20Practices) During the reporting period, the company complied with all applicable code provisions of the GEM Listing Rules' Corporate Governance Code, with one deviation: the roles of Chairman and Chief Executive Officer are not segregated, both held by Ms. Chan Ching, which the Board believes ensures leadership consistency and effective strategy implementation, and will continue to review its effectiveness - The company deviated from the Corporate Governance Code's provision requiring separation of Chairman and Chief Executive Officer roles, with Ms. Chan Ching currently holding both positions, which the Board believes helps ensure leadership consistency and efficient strategy execution[66](index=66&type=chunk) [Board and Committees](index=17&type=section&id=Board%20and%20Committees) The Board comprises six directors, including three independent non-executive directors, accounting for 50% and meeting independence requirements, with Audit, Remuneration, and Nomination Committees established under the Board, all chaired by independent non-executive directors, who held multiple meetings during the reporting period to fulfill responsibilities such as reviewing financial statements, assessing remuneration, evaluating director independence, and nominating the new Chairman, while the company also adopted a Board Diversity Policy, achieving 50% female director representation - The Board comprises six directors, including three independent non-executive directors, accounting for **50%**, exceeding the GEM Listing Rules' requirements[69](index=69&type=chunk) - The company adopted a Board Diversity Policy, with female directors accounting for **50%** (three out of six directors) as of March 31, 2025, a relatively high level[95](index=95&type=chunk) - The Audit Committee reviewed the annual financial statements and made recommendations to the Board regarding the appointment of auditors and internal controls[98](index=98&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - The Nomination Committee reviewed the Board's composition this year and recommended the appointment of Ms. Chan Ching as the new Chairman[93](index=93&type=chunk) [Internal Control and Risk Management](index=28&type=section&id=Internal%20Control%20and%20Risk%20Management) The Board bears ultimate responsibility for the Group's risk management and internal control systems, regularly reviewing their effectiveness, with the Audit Committee assisting in overseeing system implementation and having jointly reviewed relevant systems with an independent internal audit service provider this year, finding no significant issues, and the Group has engaged an independent professional consultant for annual review of risk management and internal control systems, which the Board is satisfied adequately meet business needs - The Board is fully responsible for risk management and internal control systems, having engaged an independent professional consultant for annual review, and the Audit Committee also conducted a review, finding no material issues[108](index=108&type=chunk) [Directors' Responsibilities for Financial Statements](index=28&type=section&id=Directors%27%20Responsibilities%20for%20Financial%20Statements) The Directors acknowledge their responsibility for preparing the financial statements, noting that as of March 31, 2025, the Group's current liabilities exceeded current assets by HKD 96.642 million and a bank borrowing covenant of HKD 41.75 million was breached; despite the independent auditor's emphasis of a "material uncertainty related to going concern" in their report, the Directors consider the going concern basis appropriate given plans to improve liquidity and financial support from the major shareholder - As of March 31, 2025, the Group's current liabilities exceeded current assets by **HKD 96.642 million**, and a bank borrowing covenant amounting to **HKD 41.75 million** was breached[106](index=106&type=chunk) - Despite significant uncertainties that may cast substantial doubt on the ability to continue as a going concern, the Directors believe that preparing the financial statements on a going concern basis is appropriate, based on a series of improvement measures and shareholder support[106](index=106&type=chunk)[107](index=107&type=chunk) [Directors' Report](index=31&type=section&id=Directors%27%20Report) [Key Risks and Uncertainties](index=31&type=section&id=Key%20Risks%20and%20Uncertainties) The Board identified several key risks that could significantly impact the Group's operations, including the inability to obtain or renew critical licenses (such as liquor licenses), failure to renew property leases on favorable terms, reliance on key suppliers, rising alcohol and labor costs, and dependence on key employees - The Group's primary operational risks include license renewal, lease negotiations, supplier reliance, rising costs, and loss of key personnel[124](index=124&type=chunk) [Results and Dividends](index=32&type=section&id=Results%20and%20Dividends) The Group's performance for the current year is detailed in the consolidated statement of profit or loss, and the Board has resolved not to recommend any final dividend for the year, consistent with the previous year - The Board resolved not to recommend a final dividend for the financial year ended March 31, 2025[127](index=127&type=chunk) [Disclosure of Interests](index=34&type=section&id=Disclosure%20of%20Interests) As of March 31, 2025, Moment to Moment Company Limited held approximately 49.62% of the company's shares, serving as the major controlling shareholder, a company wholly owned by Harneys Trustees Limited as trustee of the Pacific Bar Trust, with Ms. Chan Tsz Kiu, Ms. Chan Tsz Tung, Ms. Chan Ching, and Ms. Tse deemed to have interests in these shares due to their roles (beneficiaries or protectors) in the trust Directors' and Major Shareholders' Interests in Shares | Name/Entity | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Moment to Moment | Beneficial Owner | 431,543,700 | 49.62% | | Harneys | Trustee | 431,543,700 | 49.62% | | Ms. Chan Tsz Kiu | Trust Beneficiary | 431,543,700 | 49.62% | | Ms. Chan Tsz Tung | Trust Beneficiary | 431,543,700 | 49.62% | | Ms. Chan Ching | Interest in Controlled Corporation | 431,543,700 | 49.62% | [Share Scheme](index=37&type=section&id=Share%20Scheme) The company adopted a new share scheme on September 29, 2023, to incentivize directors and eligible employees, with an authorized limit of 10% of the issued shares on the adoption date, under which 28,896,000 share awards were granted to three directors on September 29, 2023, with 9,632,000 shares vested during the current fiscal year and 19,264,000 shares remaining unvested Share Award Movement (As of March 31, 2025) | Grantee Name | Position | Unvested at Beginning of Period | Vested During the Year | Unvested at End of Period | | :--- | :--- | :--- | :--- | :--- | | Ms. Chan Ching | Executive Director | 9,632,000 | (3,210,666) | 6,421,334 | | Ms. Chan Tsz Tung | Executive Director | 9,632,000 | (3,210,667) | 6,421,333 | | Ms. Chan Tsz Kiu | Non-Executive Director | 9,632,000 | (3,210,667) | 6,421,333 | | **Total** | | **28,896,000** | **(9,632,000)** | **19,264,000** | [Specific Performance Obligations of Controlling Shareholder](index=43&type=section&id=Specific%20Performance%20Obligations%20of%20Controlling%20Shareholder) The Group's existing bank financing includes specific performance obligations requiring controlling shareholder Ms. Chan Tsz Kiu to maintain her status as the sole major shareholder, Ms. Chan Ching to continue as CEO and actively participate in management, and the company's tangible net worth to be maintained at a minimum of HKD 30 million at all times - Existing bank financing includes specific performance clauses requiring the controlling shareholder to maintain their shareholder status, key management stability, and the company's tangible net worth to be no less than **HKD 30 million**[178](index=178&type=chunk) [Environmental, Social and Governance Report](index=46&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [Environmental Performance](index=53&type=section&id=Environmental%20Performance) In terms of environmental performance, the Group is committed to reducing its operational impact, with total greenhouse gas emissions of approximately 1,518 tons in FY2024/25, a 5% year-on-year decrease and a significant 10% reduction in emission intensity, while total electricity consumption remained stable with an 8% decrease in per-location density, gas consumption significantly decreased by 27%, and water consumption decreased by 13% year-on-year, demonstrating the Group's ongoing environmental responsibility through green office practices, energy-saving measures, and waste management Greenhouse Gas Emissions | Metric | FY2024/25 | FY2023/24 | YoY Change | | :--- | :--- | :--- | :--- | | Total GHG Emissions | Approx. 1,518 tons | Approx. 1,604 tons | -5% | | GHG Emission Intensity | Approx. 26 tons/location | Approx. 29 tons/location | -10% | Resource Usage | Metric | FY2024/25 | FY2023/24 | YoY Change | | :--- | :--- | :--- | :--- | | Total Electricity Consumption | Approx. 3,542 MWh | Approx. 3,562 MWh | Stable | | Total Gas Consumption | Approx. 450,000 MJ | Approx. 613,000 MJ | -27% | | Total Water Consumption | Approx. 26,316 cubic meters | Approx. 30,091 cubic meters | -13% | [Social Performance](index=59&type=section&id=Social%20Performance) Regarding social responsibility, the Group prioritizes employee well-being, health and safety, and community contributions, with the workforce increasing to 622 persons by year-end, 60% of whom are female, strictly adhering to labor laws, providing equal opportunities, and maintaining an average monthly turnover rate of 6.6%, while reporting 5 work-related injuries, offering onboarding and in-service training, rigorously managing the supply chain, maintaining an anti-corruption whistleblowing policy with no concluded corruption lawsuits during the year, and engaging in community investment through entrepreneurship programs and charitable services Employee Profile (As of March 31, 2025) | Category | Data | | :--- | :--- | | Total Employees | 622 persons (2024: 564 persons) | | Gender Ratio (Male:Female) | 40% : 60% | | Average Monthly Turnover Rate | 6.6% (2024: 4.7%) | - This fiscal year, **5 cases** of work-related injuries were reported, resulting in approximately **1,700 workdays** lost, with no work-related fatalities[243](index=243&type=chunk) - The Group strictly adheres to anti-corruption regulations, with no concluded corruption lawsuits against the Group or its employees during the year[262](index=262&type=chunk) - The Group continues to promote community investment, including an entrepreneurship program to help aspiring business owners open stores, and organized employee participation in charitable services, totaling approximately **600 hours**[264](index=264&type=chunk) [Independent Auditor's Report](index=68&type=section&id=Independent%20Auditor%27s%20Report) [Summary of Independent Auditor's Report](index=68&type=section&id=Summary%20of%20Independent%20Auditor%27s%20Report) Independent auditor BDO Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, deeming them to present a true and fair view of the Group's financial position and performance, but included an emphasis of matter paragraph on "material uncertainty related to going concern," highlighting that the Group's current liabilities exceeded current assets and a bank borrowing covenant was breached, which may cast significant doubt on the Group's ability to continue as a going concern, and also listed the impairment assessment of property, plant and equipment and right-of-use assets as a key audit matter - The auditor issued an unmodified opinion but specifically drew attention to a "material uncertainty related to going concern"[265](index=265&type=chunk)[267](index=267&type=chunk) - The material uncertainty primarily stems from the Group's current liabilities exceeding current assets by **HKD 96.642 million** as of March 31, 2025, and the breach of a bank borrowing covenant amounting to **HKD 41.75 million**[267](index=267&type=chunk) - A key audit matter was the "impairment of property, plant and equipment and right-of-use assets," as determining their recoverable amounts involves significant management judgment and estimation uncertainty[269](index=269&type=chunk) [Consolidated Financial Statements](index=73&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=73&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue was HKD 194.6 million, a 6.5% decrease from HKD 208.1 million in the previous year, resulting in a pre-tax loss of HKD 18.234 million, compared to a pre-tax profit of HKD 0.623 million in the prior year, due to significant asset impairment losses and fair value losses on investment properties, leading to a net loss of HKD 18.047 million, versus a net profit of HKD 0.791 million in the previous year Annual Performance Summary | Metric (HKD '000) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 194,640 | 208,085 | | (Loss)/Profit Before Income Tax | (18,234) | 623 | | (Loss)/Profit for the Year | (18,047) | 791 | | (Loss)/Profit Attributable to Owners of the Company | (17,777) | 604 | [Consolidated Statement of Financial Position](index=74&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HKD 156.1 million, a 15% decrease from HKD 183.8 million in the previous year, while total liabilities were HKD 143.9 million, slightly lower than HKD 154.5 million in the previous year, and net assets significantly decreased by 58% to HKD 12.234 million, with net current liabilities expanding from HKD 94.924 million to HKD 96.642 million Financial Position Summary | Metric (HKD '000) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 139,745 | 167,439 | | Current Assets | 16,354 | 16,399 | | **Total Assets** | **156,099** | **183,838** | | Current Liabilities | 112,996 | 111,323 | | Non-current Liabilities | 30,869 | 43,153 | | **Total Liabilities** | **143,865** | **154,476** | | **Net Assets** | **12,234** | **29,362** | [Consolidated Statement of Cash Flows](index=77&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2025, the Group generated net cash from operating activities of HKD 49.585 million, a decrease from HKD 57.649 million in the previous year, with net cash outflow from investing activities of HKD 9.122 million primarily for purchasing property, plant and equipment, and net cash outflow from financing activities of HKD 38.893 million mainly for repaying bank borrowings and lease liabilities, resulting in cash and cash equivalents of HKD 0.752 million at year-end Cash Flow Summary | Metric (HKD '000) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 49,585 | 57,649 | | Net Cash Used in Investing Activities | (9,122) | (11,831) | | Net Cash Used in Financing Activities | (38,893) | (45,804) | | Cash and Cash Equivalents at Year-End | 752 | (869) | [Notes to the Consolidated Financial Statements](index=79&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Note 3.2: Going Concern Assumption](index=83&type=section&id=Note%203.2%3A%20Going%20Concern%20Assumption) This note details the management's basis for adopting the going concern assumption despite the Group's current liabilities exceeding current assets by HKD 96.642 million and a bank borrowing covenant of HKD 41.75 million being breached, outlining management's plans including communication with banks for rectification by June 19, 2026, potential asset sales, application for additional SME financing, and financial support commitments from the major shareholder, based on which the Directors believe the Group has sufficient working capital - To address liquidity pressure and default issues, management has formulated multiple measures, including reaching agreements with banks, preparing asset sale plans, and securing financial support commitments from the major shareholder[299](index=299&type=chunk)[301](index=301&type=chunk) [Note 21: Bank Borrowings](index=128&type=section&id=Note%2021%3A%20Bank%20Borrowings) As of March 31, 2025, the Group's total bank borrowings amounted to HKD 54.503 million, with the note disclosing that the Group failed to comply with certain bank financing covenants requiring tangible net worth to be maintained above HKD 30 million, involving total defaulted bank borrowings of HKD 41.75 million at the reporting period end, for which the relevant bank subsequently agreed to grant the Group a grace period until June 19, 2026, or earlier to rectify the non-compliance - The Group failed to comply with bank financing covenants requiring tangible net worth to be no less than **HKD 30 million**, with total defaulted borrowings amounting to **HKD 41.75 million**[447](index=447&type=chunk) - Subsequent to the reporting period, the bank agreed to grant a grace period, requiring the Group to rectify the default by June 19, 2026, or earlier[448](index=448&type=chunk) [Note 25: Impairment Assessment of Property, Plant and Equipment and Right-of-Use Assets](index=131&type=section&id=Note%2025%3A%20Impairment%20Assessment%20of%20Property%2C%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) Due to underperforming bar and restaurant operations, management conducted an impairment assessment of property, plant and equipment and right-of-use assets, based on value-in-use calculations using cash flow forecasts from management-approved financial budgets and a pre-tax discount rate of 11.7%, which revealed that the recoverable amounts of certain cash-generating units were below their carrying values, leading to the recognition of impairment losses of HKD 4.443 million for property, plant and equipment and HKD 6.68 million for right-of-use assets, respectively - Based on underperforming store operations, the Group recognized total asset impairment losses of **HKD 11.123 million**[456](index=456&type=chunk)[457](index=457&type=chunk) - Key assumptions in the impairment test included cash flow forecasts based on financial budgets and a pre-tax discount rate of **11.7%**[456](index=456&type=chunk) [Five-Year Financial Summary](index=145&type=section&id=Five-Year%20Financial%20Summary) [Summary of Five-Year Financial Summary](index=145&type=section&id=Summary%20of%20Five-Year%20Financial%20Summary) The Five-Year Financial Summary presents the Group's key performance and financial position from FY2021 to FY2025, showing that revenue significantly recovered in FY2023 and FY2024 but declined in FY2025, while profitability saw the Group return to profit in FY2023 after two years of losses, only to record a substantial loss again in FY2025, and net assets significantly decreased to a five-year low in FY2025 Five-Year Performance Trends (HKD '000) | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 57,839 | 95,733 | 174,933 | 208,085 | 194,640 | | Profit (Loss) for the Year | (38,445) | (10,450) | 10,910 | 791 | (18,047) | | Total Assets | 160,925 | 196,039 | 204,263 | 183,838 | 156,099 | | Total Liabilities | (133,524) | (179,088) | (176,402) | (154,476) | (143,865) | | Total Equity | 27,401 | 16,951 | 27,861 | 29,362 | 12,234 |