[Financial Summary](index=2&type=section&id=Financial%20Summary) This section provides an overview of the Group's financial performance and position for the year ended April 30, 2025 [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group achieved a profit of **HKD 1.01 million** for the year, reversing a prior-year loss, despite a **7.34% decrease in revenue** to **HKD 279.93 million** Consolidated Statement of Profit or Loss and Other Comprehensive Income (thousand HKD) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 279,932 | 302,095 | (22,163) | -7.34% | | Direct Costs | (273,827) | (296,336) | 22,509 | -7.60% | | Gross Profit | 6,105 | 5,759 | 346 | 5.90% | | Other Income and Other Gains | 2,666 | 1,847 | 819 | 44.34% | | Administrative Expenses | (6,459) | (7,234) | 775 | -10.71% | | Reversal of Impairment Loss on Trade and Other Receivables | 64 | 361 | (297) | -82.27% | | Impairment Loss Recognized on Contract Assets | (154) | — | (154) | - | | Finance Costs | (1,440) | (1,082) | (358) | 33.09% | | Profit/(Loss) Before Tax | 782 | (349) | 1,131 | - | | Income Tax Credit | 228 | — | 228 | - | | Profit/(Loss) and Total Comprehensive Income/(Expense) for the Year | 1,010 | (349) | 1,359 | - | | Basic Earnings/(Loss) Per Share (HK cents) | 0.06 | (0.02) | 0.08 | - | - The Board does not recommend a final dividend for the year ended April 30, 2025 (2024: nil)[5](index=5&type=chunk) [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of April 30, 2025, the Group reported **net current liabilities of HKD 22.01 million** and **net liabilities of HKD 21.63 million**, indicating significant going concern uncertainties Consolidated Statement of Financial Position (thousand HKD) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | Non-current Assets | 374 | 558 | (184) | -32.98% | | Current Assets | 62,324 | 64,314 | (1,990) | -3.09% | | **Liabilities** | | | | | | Current Liabilities | 84,331 | 87,515 | (3,184) | -3.64% | | **Net Equity** | | | | | | Net Current Liabilities | (22,007) | (23,201) | 1,194 | -5.15% | | Net Liabilities | (21,633) | (22,643) | 1,010 | -4.46% | | Share Capital | 15,772 | 15,772 | 0 | 0.00% | | Reserves | (37,405) | (38,415) | 1,010 | -2.63% | | Accumulated Deficit | (21,633) | (22,643) | 1,010 | -4.46% | [Notes to the Consolidated Financial Statements](index=4&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section details the accounting policies, significant judgments, and explanatory information supporting the consolidated financial statements [1. General Information](index=4&type=section&id=1.%20General%20Information) Zhejiang United Investment Holdings Group Co., Ltd. was incorporated in the Cayman Islands in 2015 and listed on HKEX GEM, primarily engaging in slope, foundation, and general construction works in Hong Kong - The Company was incorporated in the Cayman Islands on May 20, 2015, and listed on GEM of The Stock Exchange of Hong Kong Limited ("Stock Exchange") on November 2, 2015[7](index=7&type=chunk) - The Company is an investment holding company, and the Company and its subsidiaries (collectively, the "Group") are principally engaged in undertaking slope works, foundation works, and other general building works in Hong Kong[8](index=8&type=chunk) - The Company's immediate holding company is Emperor Securities Limited, and its ultimate holding company is Albert Yeung Capital Holdings Limited[7](index=7&type=chunk) [2. Basis of Preparation](index=4&type=section&id=2.%20Basis%20of%20Preparation) The consolidated financial statements are prepared under HKFRS on a historical cost basis, with going concern uncertainties addressed by financial support from the direct holding company and cost control measures - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRS") issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and on a historical cost basis[9](index=9&type=chunk)[10](index=10&type=chunk) - As of April 30, 2025, the Group recorded **net current liabilities of approximately HKD 22,007,000** and **net liabilities of approximately HKD 21,633,000**, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[12](index=12&type=chunk) - To improve working capital and liquidity, the Company has secured a financial support commitment of up to **HKD 36,000,000** from its immediate holding company, Emperor Securities Limited, and is actively considering new fundraising activities and implementing various cost control measures[13](index=13&type=chunk) [3. Application of New and Revised Hong Kong Financial Reporting Standards](index=6&type=section&id=3.%20Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) Newly applied HKFRS amendments had no material impact on the Group's current financial statements, while HKFRS 18, effective in 2027, is expected to alter profit or loss presentation and future disclosures - The application of the revised HKFRS in the current year had no material impact on the Group's financial position and performance for the current and prior years and/or the disclosures contained in these consolidated financial statements[15](index=15&type=chunk) - HKFRS 18 'Presentation and Disclosure in Financial Statements', effective for annual periods beginning on or after January 1, 2027, is expected to impact the presentation of the statement of profit or loss and disclosures in future financial statements, with the Group currently assessing its detailed effects[18](index=18&type=chunk) [4. Revenue and Segment Information](index=7&type=section&id=4.%20Revenue%20and%20Segment%20Information) The Group's 2025 revenue decreased by **7.34%** to **HKD 279.93 million**, predominantly from slope works, with customer B contributing over half of the total revenue Revenue by Service Category (thousand HKD) | Service Category | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Slope Works | 279,672 | 301,802 | (22,130) | -7.33% | | Foundation Works | 260 | 293 | (33) | -11.26% | | Revenue from Customer Contracts | 279,932 | 302,095 | (22,163) | -7.34% | - The Group considers its business of undertaking slope works and foundation works in Hong Kong as a single operating unit, thus no segment information is presented, and no separate analysis of geographical segment information is reported as revenue and non-current assets are primarily from a single geographical area (i.e., Hong Kong)[23](index=23&type=chunk)[24](index=24&type=chunk) Revenue from Major Customers (thousand HKD) | Major Customer | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Customer A | 35,757 | 44,460 | | Customer B | 162,403 | 164,780 | | Customer C | 50,573 | 73,861 | [5. Other Income and Other Gains](index=9&type=section&id=5.%20Other%20Income%20and%20Other%20Gains) Total other income and other gains increased by **44.34%** to **HKD 2.67 million** in 2025, primarily driven by a significant rise in site supervision fee income Other Income and Other Gains (thousand HKD) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Bank Interest Income | 76 | 22 | 54 | 245.45% | | Site Supervision Fee Income | 2,590 | 1,093 | 1,497 | 137.00% | | Gain on Disposal of Motor Vehicles | — | 732 | (732) | -100.00% | | **Total** | **2,666** | **1,847** | **819** | **44.34%** | [6. Finance Costs](index=9&type=section&id=6.%20Finance%20Costs) Finance costs increased by **33.09%** to **HKD 1.44 million** in 2025, mainly attributable to interest on borrowings Finance Costs (thousand HKD) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Finance Costs | 1,440 | 1,082 | 358 | 33.09% | [7. Profit/(Loss) Before Tax](index=10&type=section&id=7.%20Profit%2F%28Loss%29%20Before%20Tax) The Group reported a **profit before tax of HKD 0.78 million** in 2025, a significant improvement from the **HKD 0.35 million loss** in 2024, supported by reduced staff and administrative expenses Profit/(Loss) Before Tax Components (thousand HKD) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Staff Costs | 3,766 | 4,091 | (325) | -7.94% | | Auditor's Remuneration | 400 | 400 | 0 | 0.00% | | Depreciation of Property, Plant and Equipment | 184 | 85 | 99 | 116.47% | | Legal and Professional Fees | 799 | 1,092 | (293) | -26.83% | | Expenses Relating to Short-term Leases | 531 | 548 | (17) | -3.10% | | Subcontracting Expenses | 273,827 | 296,336 | (22,509) | -7.60% | [8. Income Tax Credit](index=10&type=section&id=8.%20Income%20Tax%20Credit) The Group recorded an **income tax credit of HKD 0.23 million** in 2025, primarily from adjustments for over-provision in prior years, with Hong Kong profits tax calculated under a two-tiered system Income Tax Credit (thousand HKD) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Hong Kong Profits Tax: Provision for the Year | (1) | — | | Over-provision in Prior Years | 229 | — | | **Income Tax Credit** | **228** | **—** | - Hong Kong profits tax is calculated under a two-tiered profits tax system, with the first **HKD 2 million** of assessable profits taxed at **8.25%** and the remaining profits at **16.5%** for eligible corporations[27](index=27&type=chunk) [9. Dividends](index=11&type=section&id=9.%20Dividends) No dividends were paid, declared, or proposed by the Company for the years ended April 30, 2025, and 2024 - No dividends were paid, declared, or proposed for the years ended April 30, 2025, and 2024, nor have any dividends been proposed since the end of the reporting period[29](index=29&type=chunk) [10. Earnings/(Loss) Per Share](index=11&type=section&id=10.%20Earnings%2F%28Loss%29%20Per%20Share) The Group achieved **basic earnings per share of HKD 0.06 cents** in 2025, a turnaround from the **basic loss per share of HKD 0.02 cents** in 2024, with diluted EPS being the same due to no potential ordinary shares Earnings/(Loss) Per Share | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit/(Loss) for the Year Attributable to Owners of the Company (thousand HKD) | 1,010 | (349) | | Weighted Average Number of Ordinary Shares (thousand shares) | 1,577,200 | 1,577,200 | | Basic Earnings/(Loss) Per Share (HK cents) | 0.06 | (0.02) | - Diluted earnings/(loss) per share for both years presented are the same as basic earnings/(loss) per share, as there were no potential ordinary shares outstanding during either year[30](index=30&type=chunk) [11. Trade and Other Receivables](index=12&type=section&id=11.%20Trade%20and%20Other%20Receivables) As of April 30, 2025, total trade and other receivables decreased to **HKD 14.35 million**, with trade receivables typically having a credit period of 7 to 60 days and most maturing within 30 days Trade and Other Receivables (thousand HKD) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade Receivables from Customer Contracts | 11,910 | 16,012 | (4,102) | -25.62% | | Deposits and Other Receivables | 1,452 | 1,041 | 411 | 39.48% | | Prepayments | 992 | 1,199 | (207) | -17.26% | | **Total** | **14,354** | **18,252** | **(3,898)** | **-21.36%** | Ageing Analysis of Trade Receivables (thousand HKD) | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | 0 to 30 days | 11,841 | 16,012 | | Over 90 days | 69 | — | - The Group grants credit terms of **7 to 60 days** to its customers[31](index=31&type=chunk) [12. Trade and Other Payables](index=13&type=section&id=12.%20Trade%20and%20Other%20Payables) Total trade and other payables decreased to **HKD 67.46 million** as of April 30, 2025, with accrued expenses and other payables, including amounts due to directors, forming the largest component Trade and Other Payables (thousand HKD) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade Payables | 20,984 | 27,800 | (6,816) | -24.52% | | Retention Payables | 3,480 | 3,645 | (165) | -4.53% | | Accrued Expenses and Other Payables | 42,994 | 42,062 | 932 | 2.22% | | **Total** | **67,458** | **73,507** | **(6,949)** | **-9.45%** | - Accrued expenses and other payables include amounts due to a director of a subsidiary of approximately **HKD 34,500,000** (2024: approximately **HKD 33,100,000**), and amounts due to former directors Mr. Zhou Ying and Ms. Meng Ying[34](index=34&type=chunk) - Payment terms granted by suppliers range from **7 to 60 days** from the invoice date[33](index=33&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's operational performance, financial position, and future outlook, highlighting key trends and strategic initiatives [Business Review and Outlook](index=14&type=section&id=Business%20Review%20and%20Outlook) The Group, a Hong Kong-based contractor for slope, foundation, and general construction works, achieved net profit growth despite revenue decline, maintaining a cautiously optimistic outlook on the slope engineering sector due to government infrastructure projects - The Group is a contractor primarily engaged in slope works, foundation works, and other general building works in Hong Kong, holding qualifications as an approved specialist contractor on the Development Bureau's list of approved public works contractors[35](index=35&type=chunk) - Compared to a net loss in the year ended April 30, 2024, the Group recorded an increase in net profit for the year ended April 30, 2025, driven by reduced revenue and improved gross profit margin[36](index=36&type=chunk) - The Directors remain cautiously optimistic about the Hong Kong slope engineering industry, believing that the government's continued increase in major construction and infrastructure projects will drive demand for slope works[37](index=37&type=chunk) [Financial Review](index=15&type=section&id=Financial%20Review) The Group's 2025 revenue decreased by **7.34%** to **HKD 279.93 million**, but gross profit increased by **5.90%** to **HKD 6.10 million** due to reduced subcontracting costs, leading to a net profit of **HKD 1.01 million** [Revenue](index=15&type=section&id=Revenue) Total Group revenue decreased by **7.34%** to **HKD 279.93 million** in 2025, primarily due to a reduction in slope engineering revenue - The Group's total revenue decreased by approximately **HKD 22.17 million** from approximately **HKD 302.10 million** for the year ended April 30, 2024, to approximately **HKD 279.93 million** for the year ended April 30, 2025, representing a **7.34%** decrease[38](index=38&type=chunk) - Revenue from undertaking slope works decreased by approximately **7.33%** to **HKD 279.67 million**, and revenue from foundation works decreased by approximately **10.34%** to **HKD 0.26 million**[38](index=38&type=chunk)[39](index=39&type=chunk) [Direct Costs](index=16&type=section&id=Direct%20Costs) Direct costs decreased by **7.60%** to **HKD 273.83 million** in 2025, mainly attributable to reduced subcontracting fees due to fewer projects - The Group's direct costs decreased by approximately **HKD 22.51 million** from approximately **HKD 296.34 million** for the year ended April 30, 2024, to approximately **HKD 273.83 million** for the year ended April 30, 2025, representing a **7.60%** decrease[40](index=40&type=chunk) - This reduction was primarily due to a decrease in the number of projects undertaken, leading to lower subcontracting fees[40](index=40&type=chunk) [Gross Profit](index=16&type=section&id=Gross%20Profit) Gross profit increased by **5.90%** to **HKD 6.10 million** in 2025, with the gross profit margin slightly rising to **2.18%**, mainly due to a slight reduction in subcontracting and overall construction costs - The Group's gross profit increased by approximately **HKD 0.34 million** from approximately **HKD 5.76 million** for the year ended April 30, 2024, to approximately **HKD 6.10 million** for the year ended April 30, 2025, representing a **5.90%** increase[40](index=40&type=chunk) - The gross profit margin slightly increased from approximately **1.91%** for the year ended April 30, 2024, to approximately **2.18%** for the year ended April 30, 2025, primarily due to a slight reduction in subcontracting fees and overall construction costs[40](index=40&type=chunk) [Other Income and Other Gains](index=16&type=section&id=Other%20Income%20and%20Other%20Gains) Other income and other gains increased to approximately **HKD 2.67 million** in 2025, primarily driven by higher site supervision fee income - The Group's other income and other gains were approximately **HKD 2.67 million** and **HKD 1.85 million** for the years ended April 30, 2025, and 2024, respectively, with the increase mainly attributable to higher site supervision fee income in 2025[41](index=41&type=chunk) [Administrative Expenses](index=16&type=section&id=Administrative%20Expenses) Administrative expenses decreased by **10.65%** to **HKD 6.46 million** in 2025, primarily due to a reduction in total staff costs - The Group's administrative expenses decreased by approximately **HKD 0.77 million** from approximately **HKD 7.23 million** for the year ended April 30, 2024, to approximately **HKD 6.46 million** for the year ended April 30, 2025, representing a decrease of approximately **10.65%**[42](index=42&type=chunk) - The reduction in administrative expenses was primarily due to a decrease in total staff costs[42](index=42&type=chunk) [Reversal of Impairment Loss on Trade and Other Receivables](index=16&type=section&id=Reversal%20of%20Impairment%20Loss%20on%20Trade%20and%20Other%20Receivables) The reversal of impairment loss on trade and other receivables significantly decreased to approximately **HKD 0.064 million** in 2025, compared to **HKD 0.361 million** in 2024, due to a reduction in impairment loss reversals - Reversal of impairment loss on trade and other receivables recorded approximately **HKD 0.064 million** and **HKD 0.361 million** for the years ended April 30, 2025, and 2024, respectively, due to a decrease in impairment loss reversals[43](index=43&type=chunk) [Impairment Loss Recognized on Contract Assets](index=17&type=section&id=Impairment%20Loss%20Recognized%20on%20Contract%20Assets) Impairment loss recognized on contract assets increased significantly by **275.00%** to approximately **HKD 0.15 million** in 2025, primarily due to higher expected credit losses - Impairment loss recognized on contract assets increased by approximately **HKD 0.11 million** from approximately **HKD 0.04 million** for the year ended April 30, 2024, to approximately **HKD 0.15 million** for the year ended April 30, 2025, representing an increase of approximately **275.00%**[44](index=44&type=chunk) - The increase in impairment loss recognized on contract assets was primarily due to higher expected credit losses[44](index=44&type=chunk) [Finance Costs](index=17&type=section&id=Finance%20Costs) Finance costs incurred from interest on borrowings increased to approximately **HKD 1.44 million** in 2025, compared to **HKD 1.08 million** in 2024 - For the year ended April 30, 2025, the Group incurred finance costs of approximately **HKD 1.44 million** (2024: **HKD 1.08 million**) from interest on borrowings[45](index=45&type=chunk) [Net Profit](index=17&type=section&id=Net%20Profit) The Group achieved a net profit attributable to owners of approximately **HKD 1.01 million** in 2025, reversing a **HKD 0.35 million loss** in 2024, mainly due to increased site supervision fee income - Profit attributable to owners of the Company for the year ended April 30, 2025, was approximately **HKD 1.01 million**, compared to a loss attributable to owners of the Company of approximately **HKD 0.35 million** for the year ended April 30, 2024[46](index=46&type=chunk) - The increase in net profit for the year was primarily due to the aforementioned increase in site supervision fee income for the year ended April 30, 2025[46](index=46&type=chunk) [Final Dividend](index=17&type=section&id=Final%20Dividend) The Board does not recommend the payment of a final dividend for the year ended April 30, 2025 - The Board does not recommend a final dividend for the year ended April 30, 2025 (2024: nil)[47](index=47&type=chunk) [Liquidity and Financial Resources](index=17&type=section&id=Liquidity%20and%20Financial%20Resources) As of April 30, 2025, the Group's liquidity ratio was **0.74**, with **HKD 62.32 million** in current assets and **HKD 84.33 million** in current liabilities, and a negative gearing ratio reflecting an accumulated deficit [Liquidity Position](index=17&type=section&id=Liquidity%20Position) As of April 30, 2025, the Group's current assets were **HKD 62.32 million**, current liabilities were **HKD 84.33 million**, resulting in a liquidity ratio of **0.74** - As of April 30, 2025, current assets were **HKD 62.32 million** (2024: **HKD 64.31 million**), and current liabilities were **HKD 84.33 million** (2024: **HKD 87.52 million**)[48](index=48&type=chunk) - The liquidity ratio was **0.74** (2024: **0.73**)[48](index=48&type=chunk) [Cash Position](index=17&type=section&id=Cash%20Position) As of April 30, 2025, the Group's cash and cash equivalents increased by approximately **HKD 2.21 million** to approximately **HKD 36.04 million** - As of April 30, 2025, the Group's cash and cash equivalents at banks and other financial institutions and cash on hand were approximately **HKD 36.04 million** (2024: approximately **HKD 33.83 million**), representing an increase of approximately **HKD 2.21 million** from April 30, 2024[49](index=49&type=chunk) [Pledge of the Group's Assets](index=18&type=section&id=Pledge%20of%20the%20Group%27s%20Assets) As of April 30, 2025, the Group had no assets pledged - As of April 30, 2025, the Group had no assets pledged (2024: nil)[50](index=50&type=chunk) [Gearing Ratio](index=18&type=section&id=Gearing%20Ratio) As of April 30, 2025, the Group's gearing ratio was approximately **negative 257.37%**, reflecting an accumulated deficit in equity - As of April 30, 2025, the Group's gearing ratio was approximately **negative 257.37%** (2024: approximately **negative 220.67%**)[51](index=51&type=chunk) - The Group's equity was in a deficit position as of April 30, 2025, resulting in a negative gearing ratio[51](index=51&type=chunk) [Foreign Exchange Risk](index=18&type=section&id=Foreign%20Exchange%20Risk) The Group did not face significant foreign exchange risk for the year ended April 30, 2025, as most transactions, assets, and liabilities are denominated in HKD - Most of the Group's transactions, assets, and liabilities are denominated in HKD, and the Group did not face significant foreign exchange risk for the year ended April 30, 2025[52](index=52&type=chunk) [Capital Commitments](index=18&type=section&id=Capital%20Commitments) As of April 30, 2025, the Group had no significant capital commitments - As of April 30, 2025, the Group had no significant capital commitments (2024: nil)[53](index=53&type=chunk) [Employees and Remuneration Policy](index=18&type=section&id=Employees%20and%20Remuneration%20Policy) As of April 30, 2025, the Group had **70 employees** with total staff costs of approximately **HKD 3.77 million**, offering competitive remuneration and performance-based increments and bonuses - As of April 30, 2025, the Group had **70** (2024: **73**) employees (including directors)[54](index=54&type=chunk) - Staff costs (including directors' emoluments) for the year ended April 30, 2025, were approximately **HKD 3.77 million**, compared to approximately **HKD 4.09 million** for the year ended April 30, 2024[54](index=54&type=chunk) - The Group annually reviews its employee remuneration policy and benefits, providing salary increments and discretionary bonuses based on individual performance appraisals[54](index=54&type=chunk) [Key Risks and Uncertainties](index=19&type=section&id=Key%20Risks%20and%20Uncertainties) Key risks include reliance on non-recurrent government contracts, potential loss of senior management and internal engineers, and adverse impacts from project delays on cash flow, business, and reputation - A significant portion of the Group's past revenue has been generated from non-recurrent contracts awarded by the Hong Kong Government and statutory bodies, and a reduction in government spending on construction projects, particularly slope works, could materially impact the Group's financial performance[59](index=59&type=chunk) - The Group relies on its senior management and internal engineers, and failure to retain these employees could adversely affect the Group's business operations[59](index=59&type=chunk) - Any delays in the Group's projects could impact its cash flow and potentially have an adverse effect on its business and reputation[59](index=59&type=chunk) [Compliance with Laws and Regulations](index=20&type=section&id=Compliance%20with%20Laws%20and%20Regulations) The Group operates primarily in Hong Kong, adhering to local laws and regulations, employing external advisors, and reported no material breaches for the year ended April 30, 2025 - The Group's business is primarily conducted by its subsidiaries in Hong Kong and complies with relevant Hong Kong laws and regulations[60](index=60&type=chunk) - The Group has engaged external compliance and legal advisors to ensure its operations adhere to the applicable legal framework[60](index=60&type=chunk) - For the year ended April 30, 2025, and up to the date of this announcement, the Group had no material breaches of relevant current laws and regulations in Hong Kong[60](index=60&type=chunk) [Relationships with Customers, Suppliers, Subcontractors, and Employees](index=20&type=section&id=Relationships%20with%20Customers%2C%20Suppliers%2C%20Subcontractors%2C%20and%20Employees) The Group maintains long-term relationships with diverse clients, manages an approved list of subcontractors without significant issues, and values employees by offering competitive remuneration and development opportunities - The Group's customers primarily include Hong Kong government departments (such as the Civil Engineering and Development Department, Lands Department), statutory bodies (such as the Hong Kong Housing Authority), and private companies[61](index=61&type=chunk) - The Group maintains an internal list of approved subcontractors, selecting them based on experience, scheduling, and fee quotations, and encountered no significant difficulties or disputes in procuring materials or appointing subcontractors during the year[62](index=62&type=chunk) - The Group offers competitive remuneration packages to attract and retain employees, regularly reviewing compensation based on industry benchmarks, financial performance, and individual employee performance, while also emphasizing employee training and development[63](index=63&type=chunk) [Other Information](index=21&type=section&id=Other%20Information) This section covers independent auditor's findings, corporate governance practices, and other mandatory disclosures, including compliance with listing rules and post-reporting period events [Excerpt from Independent Auditor's Report](index=21&type=section&id=Excerpt%20from%20Independent%20Auditor%27s%20Report) The independent auditor affirmed the fair presentation of the consolidated financial statements but highlighted significant going concern uncertainties due to net current and total liabilities, despite the Board's mitigation efforts - The independent auditor believes that the consolidated financial statements truly and fairly reflect the Group's consolidated financial position as of April 30, 2025, and its consolidated financial performance and cash flows for the year then ended, and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[65](index=65&type=chunk) - The auditor draws attention to a material uncertainty related to going concern, specifically the Group's net current liabilities and net liabilities as of April 30, 2025, although the Board believes the Group will be able to continue as a going concern[66](index=66&type=chunk) [Corporate Governance](index=22&type=section&id=Corporate%20Governance) The Company complied with GEM Listing Rules' Corporate Governance Code for the year ended April 30, 2025, except for the Chairman not meeting with independent non-executive directors, and maintained a share option scheme with no outstanding options - For the year ended April 30, 2025, the Company complied with the applicable code provisions of the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules, except that the Chairman did not hold meetings with independent non-executive Directors[68](index=68&type=chunk) - All Directors confirmed their compliance with the required standards set out in the Model Code for Securities Transactions by Directors for the year ended April 30, 2025[69](index=69&type=chunk) - The Company conditionally adopted a share option scheme on October 15, 2015, with no outstanding share options as of April 30, 2025[71](index=71&type=chunk) [Other Disclosures](index=21&type=section&id=Other%20Disclosures) This section confirms no new significant projects or post-reporting events, no purchases/sales/redemptions of listed securities, maintenance of public float, absence of management contracts, and audit committee review of annual results - There were no new significant projects for the years ended April 30, 2025, and 2024[64](index=64&type=chunk) - No significant events occurred after the reporting period for the year ended April 30, 2025[72](index=72&type=chunk) - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year ended April 30, 2025[67](index=67&type=chunk) - As of the date of this announcement, at least **25%** of the Company's issued share capital is held by the public[73](index=73&type=chunk) - The Company's Audit Committee has reviewed the Group's audited consolidated financial statements and annual results for the year ended April 30, 2025[76](index=76&type=chunk)

(Stock Code 股份代號 : 00474) (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） 2024/25 ANNUAL REPORT 年報 Annual Report 2024/25 年報 Contents 目 錄 2 Corporate Information 公司資料 4 Director's Statement 董事報告書 6 Management Discussion and Analysis 管理層討論及分析 32 Biographical Details of Directors and Senior Management 董事及高級管理層履歷詳情 35 Corporate Governance Report 企業管治報告 53 Report of Directors 董事會報告 72 Independent Auditor's Report 獨立核數師報告 76 Consolidated Statement of Profit or Loss and Other Comprehen ...

[Company Overview](index=4&type=section&id=Company%20Information) This section outlines the company's fundamental information, including board and committee members, key addresses, and auditor details, noting personnel changes during the reporting period [Company Information](index=4&type=section&id=Company%20Information) This section outlines the company's fundamental information, including board and committee members, key addresses, and auditor details, noting personnel changes during the reporting period - Mr. Xu Qiang serves as the Chairman, Chief Executive Officer, and Executive Director of the company[5](index=5&type=chunk) - The company's independent auditor is Evergreen (Hong Kong) Certified Public Accountants Limited[7](index=7&type=chunk) - During and after the reporting period, there were personnel changes among executive directors, authorized representatives, and the company secretary[5](index=5&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Group achieved a profit turnaround this year, driven by one-off gains from subsidiary dissolution and debt restructuring, while expanding its catering business and facing macroeconomic challenges in financial services [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Group achieved a profit turnaround this year, driven by one-off gains from subsidiary dissolution and debt restructuring, while expanding its catering business and facing macroeconomic challenges in financial services | Indicator | Year Ended March 31, 2025 | Year Ended March 31, 2024 | | :--- | :--- | :--- | | Total Revenue | Approx. **7.4 million HKD** | Approx. **16.1 million HKD** | | Profit/(Loss) Attributable to Owners of the Company | Profit of approx. **49.7 million HKD** | Loss of approx. **19.5 million HKD** | - Annual profit primarily resulted from a gain of approximately **26.8 million HKD** from the dissolution of a subsidiary and approximately **35.2 million HKD** from debt restructuring[9](index=9&type=chunk) - The Group's principal businesses include catering supply and financial institution cooperation services; with the receding impact of the pandemic, the company opened a new Chinese restaurant and plans to expand into mainland China and Asian markets[10](index=10&type=chunk) - Food ingredient sales (frozen meat) generated approximately **6.0 million HKD** in revenue this year, and the Group will continue to seek long-term partnerships to maintain stable income[10](index=10&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's operational and financial performance, liquidity, and future outlook, highlighting key drivers and risks [Business Review](index=8&type=section&id=Business%20Review) The Group focused on catering supply and financial institution cooperation services this year, with catering expanding through new ventures and frozen meat sales, while financial services were significantly impacted by a sluggish macroeconomic environment - Catering supply services: Frozen meat sales business has consistently generated stable revenue since its launch in November 2022, with approximately **6.0 million HKD** in revenue this year; additionally, a new Chinese restaurant began trial operations in February 2025, receiving enthusiastic market response[15](index=15&type=chunk) - Financial institution cooperation services: Affected by the sluggish macroeconomic environment in China and globally, no new loans were facilitated this year, resulting in revenue of approximately **0.9 million HKD**[16](index=16&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) The Group's total revenue decreased to **7.4 million HKD** this year, but it achieved a **49.7 million HKD** annual profit, turning losses into gains, primarily due to significant one-off gains from subsidiary dissolution and debt restructuring, alongside changes in expenses | Business Segment | 2025 Revenue (thousand HKD) | % of Total Revenue | 2024 Revenue (thousand HKD) | % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Catering Supply Services | **6,511** | **88.1%** | **11,992** | **74.5%** | | Provision of Financial Institution Cooperation Services | **883** | **11.9%** | **4,094** | **25.5%** | | **Total** | **7,394** | **100.0%** | **16,086** | **100.0%** | - Catering supply services revenue decreased by **45.8%** year-on-year, primarily due to market sluggishness caused by the COVID-19 pandemic[21](index=21&type=chunk) - Revenue from financial institution cooperation services significantly decreased, mainly due to an unfavorable macroeconomic environment in China, with no new loans facilitated during the year[22](index=22&type=chunk) - This year, a debt restructuring gain of approximately **35.2 million HKD** was recorded, primarily from the extension of interest-free advances and loans from related parties and former directors[26](index=26&type=chunk) - This year, other net income of approximately **27.0 million HKD** was recorded, mainly due to the dissolution of a subsidiary with net liabilities of approximately **26.8 million HKD**[28](index=28&type=chunk) - Profit attributable to owners of the company was approximately **49.7 million HKD**, compared to a loss of **19.5 million HKD** in the prior year, successfully turning losses into profits, primarily from gains on dissolution of a subsidiary and debt restructuring[31](index=31&type=chunk) [Liquidity and Financial Resources](index=11&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's liquidity remained tight with negative working capital of **23.5 million HKD**, but showed improvement from the prior year, and the gearing ratio significantly decreased to **209.1%**, indicating eased financial leverage | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Assets | Approx. **128.0 million HKD** | Approx. **122.2 million HKD** | | Cash and Cash Equivalents | Approx. **171 thousand HKD** | Approx. **1.3 million HKD** | | Working Capital | Approx. **negative 23.5 million HKD** | Approx. **negative 91.0 million HKD** | | Current Ratio | **0.63** | **0.31** | | Gearing Ratio | Approx. **209.1%** | Approx. **792.5%** | [Outlook and Risks](index=11&type=section&id=Outlook) The Group is optimistic about its catering business, supported by tourism recovery and a new restaurant, and will continue frozen meat sales for stable income, while managing key risks including market, credit, liquidity, and compliance - Outlook: The Group is optimistic about the recovery of its catering business, having opened a new Chinese restaurant in Hong Kong, and will continue to invest in the frozen meat sales business to drive sustainable growth[35](index=35&type=chunk) - Key Risks: The Group faces principal risks and uncertainties including market risk, credit risk, liquidity risk, and compliance risk[36](index=36&type=chunk) - Dividends: The Board resolved not to recommend the payment of any final dividend for the year ended March 31, 2025[40](index=40&type=chunk) - Post-reporting period events: The company agreed to appoint a placing agent to place up to **13,650,000** shares and changed its principal place of business and head office in Hong Kong[47](index=47&type=chunk) [Biographical Details of Directors](index=14&type=section&id=Biographical%20Details%20of%20Directors) This section details the personal backgrounds and professional experience of the company's executive and independent non-executive directors, highlighting Mr. Xu Qiang's financial expertise, Ms. Wu Liyu's food industry experience, and the independent non-executive directors' diverse professional backgrounds [Biographical Details of Directors](index=14&type=section&id=Biographical%20Details%20of%20Directors) This section details the personal backgrounds and professional experience of the company's executive and independent non-executive directors, highlighting Mr. Xu Qiang's financial expertise, Ms. Wu Liyu's food industry experience, and the independent non-executive directors' diverse professional backgrounds - Executive Director Mr. Xu Qiang, **41** years old, serves as Chairman and Chief Executive Officer, graduated from Zhongnan University of Economics and Law, and possesses extensive experience in asset management, risk management, and private equity[48](index=48&type=chunk) - Executive Director Ms. Wu Liyu, **39** years old, has extensive experience in the food industry and production management, familiar with export health registration and production license applications[49](index=49&type=chunk) - Independent Non-executive Directors Mr. Xu Hongqun, Mr. Bian Hongjiang, and Mr. Chen Wenrui possess professional backgrounds in company secretarial, financial management, and investment banking fields, respectively[50](index=50&type=chunk)[51](index=51&type=chunk) [Corporate Governance Report](index=15&type=section&id=Corporate%20Governance%20Report) This report details the company's adherence to corporate governance principles, including board structure, committee functions, risk management, and shareholder communication practices [Corporate Governance Practices and Structure](index=15&type=section&id=Corporate%20Governance%20Practices) The Board maintains high corporate governance standards, adhering to GEM Listing Rules with one deviation where the Chairman and CEO roles are combined, which the Board believes provides strong leadership, supported by established Audit, Remuneration, and Nomination Committees - The company complied with all applicable code provisions in the Corporate Governance Code during the reporting year, except for a deviation from code provision C.2.1[55](index=55&type=chunk) - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Xu Qiang, which the Board believes provides strong and consistent leadership, and the current structure does not undermine the balance of power[62](index=62&type=chunk) - The corporate governance structure includes the Audit Committee, Remuneration Committee, and Nomination Committee under the Board, each with clear terms of reference[56](index=56&type=chunk) [Board of Directors](index=16&type=section&id=Board%20of%20Directors) The Board comprises five directors, including two executive and three independent non-executive members, with attendance records detailed, and the company has adopted a board diversity policy, considering its current composition sufficiently diverse in gender, professional background, and skills | Director | Board Meetings | Audit Committee Meetings | Remuneration Committee Meetings | Nomination Committee Meetings | | :--- | :--- | :--- | :--- | :--- | | Mr. Xu Qiang | 9/9 | N/A | 1/1 | 1/1 | | Ms. Wu Liyu | 9/9 | N/A | N/A | N/A | | Mr. Xu Hongqun | 9/9 | 2/2 | 1/1 | 1/1 | | Mr. Bian Hongjiang | 9/9 | 2/2 | 1/1 | 1/1 | | Mr. Chen Wenrui | 9/9 | 2/2 | 1/1 | 1/1 | - The company has three independent non-executive directors, meeting GEM Listing Rules requirements, and all have confirmed their independence[60](index=60&type=chunk) - The company has adopted a board diversity policy and considers the current board composition, including one female director, to be sufficiently diverse; as of the reporting date, approximately **20%** of the company's directors and **28.6%** of its employees are female[66](index=66&type=chunk)[69](index=69&type=chunk) [Board Committees](index=20&type=section&id=Board%20Committees) This section details the composition and responsibilities of the Remuneration, Nomination, and Audit Committees, which respectively oversee executive compensation, director nominations, and financial reporting, internal controls, and risk management, including communication with the independent auditor - The Remuneration Committee comprises one executive director and three independent non-executive directors, responsible for recommending remuneration policies and terms to the Board[73](index=73&type=chunk)[75](index=75&type=chunk) - The Nomination Committee consists of two executive directors and three independent non-executive directors, responsible for reviewing the Board's composition and nominating directors[77](index=77&type=chunk)[78](index=78&type=chunk) - The Audit Committee comprises three independent non-executive directors, with Chairman Mr. Xu Hongqun possessing appropriate professional qualifications; during the year, the committee reviewed annual and interim results and approved the terms of appointment and remuneration of the independent auditor[79](index=79&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) [Risk Management and Internal Control](index=22&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board oversees the Group's risk management and internal control systems, employing a three-tier approach without an internal audit department, which is deemed effective and adequate given the company's current scale - The Group employs a three-tier risk management approach but has not established an internal audit department; the Board will periodically review the need for such a function[83](index=83&type=chunk) - The Board has discussed and reviewed the Group's risk management and internal control systems and considers them effective and adequate[84](index=84&type=chunk) | Service Type | Fees Paid/Payable (thousand HKD) | | :--- | :--- | | Audit Services | **1,000** | | Non-audit Services | – | | **Total** | **1,000** | [Shareholder Rights and Communication](index=25&type=section&id=Shareholder%20Rights) The company has established policies for dividends, whistleblowing, anti-corruption, and shareholder communication to protect shareholder rights and enhance engagement, detailing procedures for shareholder meetings and nominations, and utilizing various communication channels - The company has adopted a dividend policy, but the declaration of dividends is at the sole discretion of the Board and is not guaranteed[94](index=94&type=chunk)[97](index=97&type=chunk) - The company has established whistleblowing and anti-corruption policies, maintaining a zero-tolerance stance on corruption, bribery, and similar acts[98](index=98&type=chunk)[99](index=99&type=chunk) - The report clarifies shareholders' right to convene extraordinary general meetings: shareholders holding not less than one-tenth of the paid-up share capital may submit a written request[107](index=107&type=chunk) - Shareholders may submit written inquiries to the Board via email at cosec@lifeconcepts.hk or by post[110](index=110&type=chunk) [Directors' Report](index=30&type=section&id=Directors'%20Report) This report provides an overview of the Group's annual performance, business activities, share capital changes, and key personnel information for the year ended March 31, 2025 [Business and Performance](index=30&type=section&id=Principal%20Businesses) This report outlines the Group's annual performance for the year ended March 31, 2025, focusing on its catering supply and financial institution cooperation services, with detailed results in the financial statements and no final dividend recommended by the Board - The company is an investment holding company, and its subsidiaries are principally engaged in (i) catering supply business and (ii) provision of financial institution cooperation services[114](index=114&type=chunk) - The Board resolved not to recommend the payment of any final dividend for the year ended March 31, 2025[125](index=125&type=chunk) [Share Capital and Placing](index=31&type=section&id=Share%20Capital) During the year, the company completed a share placing of **370 million** shares, raising **5.1 million HKD** for debt repayment and working capital, followed by a **1-for-20** share consolidation in September 2024 - On August 2, 2024, the placing of **370,000,000** shares was completed, with net proceeds of approximately **5.1 million HKD**[138](index=138&type=chunk) | Use of Proceeds | Planned Net Amount (million HKD) | Actual Utilized Net Amount (million HKD) | Unutilized Net Amount (million HKD) | | :--- | :--- | :--- | :--- | | Repayment of Group Debts | **4.0** | **4.0** | – | | Replenishment of Group Working Capital | **1.1** | **1.1** | – | | **Total** | **5.1** | **5.1** | **–** | - On September 3, 2024, the company completed a share consolidation of **one** share for every **twenty** shares[140](index=140&type=chunk) [Directors' and Shareholders' Interests](index=34&type=section&id=Directors'%20and%20Chief%20Executives'%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20and%20its%20Associated%20Corporations) As of March 31, 2025, no directors, chief executives, or substantial shareholders held disclosable share interests or short positions under the SFO, nor did they engage in any competing businesses with the Group - As of March 31, 2025, no directors, chief executives, or substantial shareholders had any interests or short positions in the shares of the company disclosable under Part XV of the Securities and Futures Ordinance[141](index=141&type=chunk)[142](index=142&type=chunk) - No directors or substantial shareholders engaged in any business that competes with the Group's business[143](index=143&type=chunk) [Major Customers, Suppliers and Share Option Scheme](index=35&type=section&id=Major%20Customers%20and%20Suppliers) This year, the Group's procurement was highly concentrated, with the largest supplier accounting for **90%** of total purchases, and employee count halved to **14**; no share options have been granted since listing, and several director and senior management changes occurred during and after the reporting period | Supplier | % of Total Purchases | | :--- | :--- | | Largest Supplier | **90%** | | Top Five Suppliers Total | **94%** | - As of March 31, 2025, the Group's total number of employees was **14** persons, a significant decrease from **28** persons last year[148](index=148&type=chunk)[41](index=41&type=chunk) - Since its listing, the company has never granted any share options under its share option scheme, thus there were no outstanding share options at the end of the reporting period[165](index=165&type=chunk) - The independent auditor changed from PricewaterhouseCoopers to Evergreen (Hong Kong) Certified Public Accountants Limited, effective April 3, 2023[167](index=167&type=chunk) [Environmental, Social and Governance (ESG) Report](index=41&type=section&id=Environmental,%20Social%20and%20Governance%20Report) This report details the Group's commitment and performance across environmental, social, and governance aspects, adhering to relevant guidelines and addressing key material issues [Reporting Framework and Governance](index=41&type=section&id=Reporting%20Standards) This ESG report adheres to the HKEX ESG Reporting Guide, covering the year ended March 31, 2025, with the Board overseeing ESG strategy and performance, identifying occupational health and safety, service responsibility, and anti-corruption as key material issues - This report has complied with the 'Environmental, Social and Governance Reporting Guide' in Appendix C2 of the GEM Listing Rules of the Stock Exchange[175](index=175&type=chunk) - The Board is responsible for overseeing ESG-related matters and reviews them at least once annually; the Audit Committee is authorized to implement sustainability strategies[179](index=179&type=chunk) - Through materiality assessment, the Group identified the most material ESG issues as: occupational health and safety, development and training, service responsibility and quality management, anti-corruption, and supply chain management[181](index=181&type=chunk)[185](index=185&type=chunk) [Environmental Performance](index=43&type=section&id=Environmental%20Performance) This year, the Group's environmental indicators, including greenhouse gas emissions, energy, and water usage, significantly decreased due to restaurant sales and limited new restaurant operations, with the Group progressing well towards its 2026 reduction targets | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions (Scope 1&2) | tonnes of CO2 equivalent | **9.7** | **283.6** | | Total Energy Consumption | kWh | **16,137.0** | **412,123.1** | | Water Usage | cubic meters | **244.1** | **7,620.0** | - The significant decrease in environmental indicator data is primarily due to the sale of restaurants in 2024 and limited operating time of new restaurants in 2025[188](index=188&type=chunk)[193](index=193&type=chunk)[195](index=195&type=chunk) - The Group has set targets to reduce greenhouse gas emissions, electricity consumption, and water consumption by **3%** by 2026, using 2024 as the baseline[188](index=188&type=chunk)[193](index=193&type=chunk)[195](index=195&type=chunk) - Regarding climate change risks, the Group identified physical risks such as typhoons and transition risks like tightening regulations, and has formulated response measures[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk) [Social Performance](index=48&type=section&id=Social%20Performance) The Group prioritizes good employment practices, employee health, and development, despite a halved workforce and high turnover, strictly adhering to labor standards; operationally, it emphasizes supply chain management, service quality, customer privacy, and anti-corruption, with reported compliance | Employee Statistics (March 31, 2025) | Value | | :--- | :--- | | Total Employees | **14** persons | | By Geographical Location (Hong Kong/Mainland China) | **6** / **8** persons | | By Gender (Male/Female) | **10** / **4** persons | | Annual Turnover Rate | Approx. **114%** | - Health and Safety: During the reporting period, **0** lost workdays due to work-related injuries or occupational diseases were recorded, with no work-related fatalities in the past three years[206](index=206&type=chunk) - Labor Standards: The Group strictly prohibits the employment of child and forced labor, and reviews identity documents during recruitment to prevent risks[208](index=208&type=chunk) - Supply Chain Management: The Group has a total of **34** suppliers, of which **30** are located in Hong Kong; the Group evaluates suppliers' hygiene, compliance, and sustainability performance when selecting them[209](index=209&type=chunk) - Anti-corruption: The Group maintains a zero-tolerance stance on bribery and corruption, with no concluded legal cases related to these matters during the reporting period[218](index=218&type=chunk) [Independent Auditor's Report](index=60&type=section&id=Independent%20Auditor's%20Report) This report presents the independent auditor's opinion on the Group's consolidated financial statements, highlighting key audit matters and a material uncertainty related to going concern [Independent Auditor's Report](index=60&type=section&id=Independent%20Auditor's%20Report) Independent auditor Evergreen (Hong Kong) Certified Public Accountants Limited issued an unmodified opinion on the Group's consolidated financial statements, while highlighting a 'Material Uncertainty Related to Going Concern' due to net shareholders' deficit and current liabilities exceeding current assets, with key audit matters including non-financial asset impairment and guarantee liability measurement - Audit Opinion: The auditor believes the consolidated financial statements fairly present the Group's financial position and performance and have been properly prepared (unmodified opinion)[225](index=225&type=chunk) - Material Uncertainty Related to Going Concern: The auditor draws attention to the Group's net shareholders' deficit of **62.70 million HKD** and current liabilities exceeding current assets by **23.50 million HKD** as of March 31, 2025, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[227](index=227&type=chunk) - Key Audit Matters: - Impairment assessment of non-financial assets: Involves evaluating the recoverable amounts of property, plant and equipment, and right-of-use assets, requiring significant management estimates[230](index=230&type=chunk) - Measurement of guarantee liabilities: Pertains to financial institution cooperation services, requiring significant judgment, assumptions, and complex models for measurement[234](index=234&type=chunk) [Consolidated Financial Statements](index=65&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive financial performance, position, equity changes, and cash flows for the reporting period [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=65&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue significantly decreased to **7.394 million HKD**, but it achieved a profit before tax of **49.415 million HKD**, reversing last year's loss, primarily due to **26.969 million HKD** in other income and **35.242 million HKD** in debt restructuring gains | Item (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | **7,394** | **16,086** | | Other income/(loss) – net | **26,969** | **(5,764)** | | Gain on debt restructuring | **35,242** | – | | Profit/(Loss) before income tax | **49,415** | **(19,319)** | | **Profit/(Loss) for the year** | **49,286** | **(19,469)** | | Profit/(Loss) attributable to owners of the company | **49,668** | **(19,558)** | | Basic earnings/(loss) per share (HKD) | **0.46** | **(0.21)** | [Consolidated Statement of Financial Position](index=66&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group reported total assets of **128.0 million HKD** and total liabilities of **191.0 million HKD**, resulting in an equity deficit of **62.70 million HKD**, an improvement from the prior year, though current liabilities still exceeded current assets | Item (thousand HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | **87,542** | **82,069** | | Current assets | **40,480** | **40,172** | | **Total assets** | **128,022** | **122,241** | | **Equity and Liabilities** | | | | Total equity (deficit) | **(62,696)** | **(117,725)** | | Non-current liabilities | **126,741** | **10,589** | | Current liabilities | **63,977** | **229,377** | | **Total liabilities** | **190,718** | **239,966** | | **Total equity and liabilities** | **128,022** | **122,241** | [Consolidated Statement of Changes in Equity](index=68&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) The equity deficit attributable to owners of the company improved from **123.0 million HKD** to **67.53 million HKD** this year, driven by an annual profit of **49.67 million HKD** and **5.30 million HKD** from share placing proceeds, with a slight decrease in non-controlling interests - The equity attributable to owners of the company, a deficit of **122,702 thousand HKD** at the beginning of the year, adjusted by total comprehensive income of **49,873 thousand HKD** and share placing of **5,298 thousand HKD** during the year, resulted in a deficit of **67,531 thousand HKD** at year-end[248](index=248&type=chunk) [Consolidated Statement of Cash Flows](index=69&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, the Group experienced a net cash outflow of **9.71 million HKD** from operating activities and **5.07 million HKD** from investing activities, offset by a **13.61 million HKD** net cash inflow from financing, resulting in a net decrease of **1.16 million HKD** in cash and cash equivalents, ending at **0.171 million HKD** | Item (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | **(9,707)** | **12,210** | | Net cash (used in)/generated from investing activities | **(5,065)** | **834** | | Net cash generated from/(used in) financing activities | **13,610** | **(13,830)** | | **Net decrease in cash and cash equivalents** | **(1,162)** | **(786)** | | Cash and cash equivalents at beginning of year | **1,343** | **2,214** | | **Cash and cash equivalents at end of year** | **171** | **1,343** | [Notes to the Consolidated Financial Statements](index=71&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the consolidated financial statements, covering accounting policies, segment information, related party transactions, and compliance risks [Note 2.1: Basis of Preparation and Going Concern](index=71&type=section&id=2.1%20Basis%20of%20Preparation) While prepared on a going concern basis, the financial statements highlight material uncertainties due to a **62.70 million HKD** net shareholders' deficit and **23.50 million HKD** in excess current liabilities as of March 31, 2025, with directors implementing measures like debt extensions and capital raising to improve the financial position - Material Uncertainty: As of March 31, 2025, the Group's net shareholders' deficit was **62,696,000 HKD**, and current liabilities exceeded current assets by **23,497,000 HKD**, which may cast significant doubt on its ability to continue as a going concern[257](index=257&type=chunk) - The directors have taken several countermeasures, including: - Successfully extending interest-free loans from former directors and related parties totaling over **130 million HKD**[259](index=259&type=chunk) - Completing a share placing, raising net proceeds of approximately **5.1 million HKD**[259](index=259&type=chunk) - Obtaining a **30 million HKD** credit facility from directors[259](index=259&type=chunk) - Actively negotiating with other lenders and seeking new funding sources[259](index=259&type=chunk) - Despite these measures, the ability to continue as a going concern remains dependent on successfully obtaining additional funding and negotiating repayment extensions with lenders[260](index=260&type=chunk)[262](index=262&type=chunk) [Note 5: Segment Information](index=100&type=section&id=5%20Segment%20Information) The Group's operations are segmented into catering supply, financial institution cooperation, and other services; catering supply contributed the majority of revenue at **6.511 million HKD** but incurred a loss, while financial services generated **0.883 million HKD** in profit, with segment results excluding unallocated head office expenses and one-off gains | Year Ended March 31, 2025 (thousand HKD) | Catering Supply Services | Provision of Financial Institution Cooperation Services | Total | | :--- | :--- | :--- | :--- | | Revenue from external customers | **6,511** | **883** | **7,394** | | Segment results | **(3,054)** | **520** | **(2,534)** | - Geographically, the vast majority of revenue came from Hong Kong (**6.511 million HKD**), with mainland China contributing **0.883 million HKD**[367](index=367&type=chunk) [Note 27: Related Party Transactions](index=127&type=section&id=27%20Related%20Party%20Transactions) This year, the Group engaged in significant related party transactions, primarily debt restructuring, by extending repayment terms on interest-free loans from former directors, current directors, and a related party, generating approximately **35.242 million HKD** in debt restructuring gains, a key driver of profitability - Loans of approximately **36.95 million HKD** from a related party (non-controlling shareholder of a subsidiary) had their repayment period extended to 2028, generating a debt restructuring gain of approximately **10.00 million HKD**[423](index=423&type=chunk)[424](index=424&type=chunk) - Interest-free loans of approximately **98.29 million HKD** from former directors (Mr. Fu and his wife Ms. Li) had their repayment period extended to 2028, generating a debt restructuring gain of approximately **23.03 million HKD**[425](index=425&type=chunk) - Interest-free credit of approximately **9.20 million HKD** obtained from directors during the year also underwent debt restructuring, generating a gain of approximately **2.21 million HKD**[426](index=426&type=chunk) [Note 30: Compliance Risk](index=133&type=section&id=30%20Compliance%20Risk) The Group's financial cooperation services in mainland China face potential compliance risks regarding implicit financial guarantees, which may violate Chinese regulations and lead to operational prohibition or fines; however, based on legal advice, directors deem the likelihood of significant penalties low and are adjusting business arrangements - The Group's guarantee arrangements in its financial cooperation services business in China may not comply with regulations issued by the China Banking and Insurance Regulatory Commission in 2019[429](index=429&type=chunk) - Potential consequences include prohibition of operations, fines (RMB **0.5 million** to **1.0 million**), and confiscation of illegal gains[429](index=429&type=chunk) - After consulting external legal advice, the directors believe it is unlikely for the Group to be penalized, and the potential adverse impact is not material; the Group is adjusting its business arrangements[430](index=430&type=chunk) [Financial Summary](index=134&type=section&id=Financial%20Summary) This section provides a concise overview of the Group's key financial performance and position indicators over the past five fiscal years [Five-Year Financial Summary](index=134&type=section&id=Financial%20Summary) This section summarizes the Group's five-year financial performance, assets, and liabilities, showing a continuous revenue decline since 2021 but the first annual profit in 2025, with relatively stable total assets and a significant decrease in total liabilities, improving the overall equity deficit | Year Ended March 31 (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **7,394** | **16,086** | **61,358** | **162,832** | **214,325** | | **Profit/(Loss) for the year attributable to owners of the company** | **49,668** | **(19,558)** | **(28,883)** | **(40,848)** | **(64,432)** | | As of March 31 (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total assets** | **128,022** | **122,241** | **139,252** | **150,809** | **251,134** | | **Total liabilities** | **(190,718)** | **(239,966)** | **(239,067)** | **(261,224)** | **(311,088)** | | **Total equity (deficit) attributable to owners of the company** | **(67,531)** | **(122,702)** | **(104,966)** | **(119,925)** | **(74,914)** |

This report, for which the directors of Great World Company Holdings Ltd (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this report is accurate an ...

Financial Performance - The group's revenue from continuing operations for the fiscal year 2025 was approximately HKD 228.3 million, a decrease of about 24.7% from HKD 303.3 million in fiscal year 2024[8]. - The annual loss from continuing operations increased from approximately HKD 11.4 million in fiscal year 2024 to about HKD 118.8 million in fiscal year 2025, primarily due to the absence of non-cash fair value gains from contingent consideration of approximately HKD 122.2 million[8]. - The net loss for the fiscal year 2025 was approximately HKD 123.5 million, significantly improved from a loss of HKD 687.4 million in 2024, with adjustments for non-cash items reducing the net loss to approximately HKD 45.2 million[39]. - The consolidated gross profit from continuing operations was approximately HKD 73.6 million with a gross margin of 32.2% in fiscal year 2025, compared to HKD 68 million and a gross margin of 22.4% in 2024, reflecting a significant improvement in operational efficiency[29]. - Other income from continuing operations decreased by approximately HKD 15.8 million to HKD 11.3 million in fiscal year 2025, down from HKD 27.1 million in 2024, mainly due to the absence of compensation from the Danish government for the mink farming business[30]. Strategic Initiatives - The group strategically utilized fundraising activities to consolidate market position and drive sustainable growth, focusing on innovation, sustainability, and international expansion[9]. - The group made significant progress in developing AI-driven applications, green finance, and digital asset services, positioning itself at the forefront of innovation in the financial services industry[9]. - The group plans to leverage its strengthened capital base and strategic international expansion to capitalize on favorable trends in the market[10]. - The group aims to expand its product offerings and customer network through strategic acquisitions and partnerships, enhancing its geographical coverage in major financial markets[11]. - The company plans to acquire 80% of Jakota Capital AG for a maximum consideration of HKD 103 million, with payment to be made through the issuance of new shares[49]. Revenue Streams - Securities brokerage commission for FY2025 was approximately HKD 3,200,000, maintaining stability compared to FY2024[14]. - Underwriting and placement income surged from approximately HKD 300,000 in FY2024 to about HKD 5,200,000 in FY2025, driven by increased participation in underwriting transactions[14]. - Interest income from margin financing services decreased from approximately HKD 24,400,000 in FY2024 to about HKD 15,200,000 in FY2025, offsetting overall revenue growth[15]. - Insurance brokerage revenue for FY2025 was approximately HKD 76,600,000, down from about HKD 89,700,000 in FY2024, while annualized first-year premiums increased to over HKD 160,000,000 from over HKD 78,000,000[18]. - The asset management segment's revenue dropped significantly from approximately HKD 14,200,000 in FY2024 to about HKD 4,400,000 in FY2025 due to the voluntary return of certain licenses[20]. Risk Management - The company is committed to prudent risk management and adapting to changing regulatory requirements to ensure financial stability[11]. - The group has established credit policies to monitor and mitigate credit risk associated with trade receivables and loans[65]. - The company focuses on credit assessment for loan applicants, evaluating collateral, background, and financial status to determine creditworthiness[142]. - The credit risk management department reviews and sets appropriate credit limits for each customer based on loan applications and internal assessments[144]. - The company’s risk management system includes identifying, assessing, and managing risks related to its business objectives, with no significant risks identified during the fiscal year[140]. Corporate Governance - The company has maintained high standards of corporate governance to enhance shareholder value and ensure transparency, accountability, and independence[75]. - The board consists of two executive directors and three independent non-executive directors, ensuring a balance of skills and experience for effective leadership and decision-making[81]. - Independent non-executive directors account for at least one-third of the board, complying with listing rules regarding independence[84]. - The company has adopted a standard code for directors' securities transactions that is at least as stringent as the requirements set out in the listing rules[78]. - The board is responsible for key financial matters, corporate strategy, and governance policies, ensuring accountability and shareholder interests[86]. Future Outlook - The outlook for the next fiscal year remains cautiously optimistic, supported by global digital transformation and the adoption of AI and blockchain technologies[10]. - The company maintains a cautious optimism regarding future prospects, driven by digital transformation and the adoption of AI and blockchain technologies[169]. - The company plans to expand its market coverage and diversify its products through strategic partnerships and acquisitions[170]. - The company emphasizes a strong capital base and enhanced operational capabilities to seize growth opportunities in securities brokerage, asset management, and lending[170]. - The company has committed to prudent risk management and adapting to changing regulatory requirements to ensure financial stability[170]. Employee and Operational Insights - The total number of employees as of March 31, 2025, is 65, down from 100 the previous year, with employee costs amounting to approximately 31,300,000 HKD[63]. - The company has not conducted any significant subsequent events after March 31, 2025, up to the report date[48]. - The company has established policies for effective communication with shareholders, including through annual general meetings[147]. - The company has not proposed any final dividends for the fiscal year 2025, consistent with the previous fiscal year[62]. - The company has not identified any contingent liabilities as of March 31, 2025[160].

年度報告 2025 公司資料 董事會 審核委員會 何國華 （主席） 杜景仁 簡佩詩 薪酬委員會 何國華 （主席） 杜景仁 簡佩詩 提名委員會 執行董事 陳偉倫 （主席兼行政總裁） 勞海華 （首席財務官） 非執行董事 吳德坤 獨立非執行董事 何國華 杜景仁 簡佩詩 陳偉倫 （主席） 何國華 杜景仁 公司秘書 呂文傑 核數師 德勤 • 關黃陳方會計師行 執業會計師 註冊公眾利益實體核數師 香港 金鐘道88 號 太古廣場一期35 樓 法律顧問 胡關李羅律師行 北京德恒（福州）律師事務所 主要往來銀行 星展銀行（香港）有限公司 香港上海滙豐銀行有限公司 澳門華人銀行股份有限公司 註冊辦事處 Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands 香港總部及主要營業地點 香港 黃竹坑 黃竹坑道23 號 宏基匯29 樓 主要股份過戶登記處 Suntera (Cayman) Limited Suite 3204, Unit 2A Block 3, Building D P.O. Box 1586 Gardenia C ...

(Stock Code 股份代號:1341) (Incorporated in the Cayman Islands with limited liability)（於開曼群島註冊成立的有限公司） 2024/25 75 Consolidated Statement of Financial Position 綜合財務狀況表 78 Consolidated Statement of Changes in Equity 綜合權益變動表 80 Consolidated Statement of Cash Flows 綜合現金流量表 83 Notes to the Consolidated Financial Statements 綜合財務報表附註 192 Financial Summary 財務概要 CORPORATE INFORMATION 公司資料 BOARD OF DIRECTORS 年 報 Annual Report Annual Report 2024/25 年報 Contents 目 錄 2 Corporate Information 公司資料 5 Director's Statement 董事報告書 ...

[Company Information](index=2&type=section&id=Company%20Information) This section outlines Moon Inc.'s key corporate information, including board members, committee structures, and registered details - The company's English name changed from "HK Asia Holdings Limited" to **"Moon Inc."**, and its Chinese name from "港亞控股有限公司" to "恆月控股有限公司", effective May 15, 2025[2](index=2&type=chunk) - The Board of Directors includes Executive Directors Mr. Fong Kin Hoi (Chairman), Mr. David Forrest Bailey, Mr. John Edwin Riggins (CEO), Ms. Wong Fung Yee; Non-executive Director Mr. Sit Hon; and Independent Non-executive Directors Mr. Chan Siu Ping, Mr. Wong Yun Pun, Ms. Ngan Yung Wai[4](index=4&type=chunk) - The company has established an **Audit Committee, Remuneration Committee, Nomination Committee, and Environmental, Social and Governance Committee** to oversee specific matters[4](index=4&type=chunk) [Chairman's Statement](index=3&type=section&id=Chairman%27s%20Statement) The Chairman's Statement highlights 2025 as a transformative year, emphasizing new management's blockchain expertise and continued investment in the core prepaid product business - On March 14, 2025, the company completed a mandatory unconditional cash offer, welcoming new management with expertise in **blockchain, cryptocurrency, and Web 3.0 technologies**[7](index=7&type=chunk) - The core **prepaid product business** (wholesale and retail) remains the Group's foundation and will continue to receive resources for maintenance and expansion[7](index=7&type=chunk) - As of June 30, 2025, the company acquired **28.88 Bitcoins** at a cost of approximately **HK$19.6 million** to explore the potential of cryptocurrency and blockchain technology[8](index=8&type=chunk) - After the fiscal year-end, the company successfully issued convertible notes to existing shareholders, raising net proceeds of approximately **HK$33 million** to strengthen core businesses and explore emerging market opportunities[8](index=8&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the financial and business performance for the year ended March 31, 2025, highlighting significant declines in revenue and gross profit, reduced other income due to cryptocurrency impairment, and a substantial drop in profit for the year - The Group primarily engages in wholesale, retail, and online sales of **prepaid products** in Hong Kong[12](index=12&type=chunk) - Key Financial Data Changes for FY2025 | Metric | 2025 (HK$ million) | 2024 (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 189.6 | 252.4 | -24.9% | | Gross Profit | 43.3 | 61.6 | -29.7% | | Gross Margin | 22.8% | 24.4% | -1.6 percentage points | | Other Income | 0.6 | 2.5 | -76.0% | | Profit attributable to owners of the Company | 1.8 | 14.8 | -87.8% | - Intangible assets balance was approximately **HK$12.0 million**, representing the carrying value of Bitcoin held by the Group as of March 31, 2025; approximately **18.88 Bitcoins** were acquired during the year for a total consideration of approximately **HK$13.3 million**, with an impairment loss of approximately **HK$1.3 million** recognized[21](index=21&type=chunk) - Subsequent to the reporting period, the Group further acquired approximately **10 Bitcoins**, bringing the total acquisition cost to approximately **HK$19.6 million** and total holdings to approximately **28.88 Bitcoins**[21](index=21&type=chunk) - The Board has resolved **not to declare a final dividend** for the year ended March 31, 2025[24](index=24&type=chunk) - Net current assets were approximately **HK$80.1 million** (2024: HK$106.8 million), and the current ratio decreased from **9.4 times to 9.3 times**[25](index=25&type=chunk) - Subsequent to the reporting period, the company issued convertible notes with a principal amount of **HK$33.8 million**, which were fully converted into **75,000,000 conversion shares**, raising net proceeds of approximately **HK$33.3 million** for general working capital, prepaid product business expansion, and cryptocurrency investments[38](index=38&type=chunk) [Biographical Details of Directors and Senior Management](index=11&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides detailed biographies of the company's board members and senior management, highlighting their professional experience and roles, reflecting the company's strategic shift - Mr. David Forrest Bailey, Mr. Fong Kin Hoi (Chairman), Mr. John Edwin Riggins (CEO), and Ms. Wong Fung Yee were appointed Executive Directors on February 12, 2025, all possessing **extensive experience in the crypto industry**[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) - Mr. Sit Hon was appointed Non-executive Director on March 14, 2025, while Mr. Chan Siu Ping, Ms. Ngan Yung Wai, and Mr. Wong Yun Pun were appointed Independent Non-executive Directors on the same day, bringing **diverse professional backgrounds**[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) - Mr. Jesse Austin Myers was appointed Chief Investment Officer effective June 11, 2025, Ms. Tsang Ka Yan was appointed Strategy Director, and Mr. Chan Ming Kee was appointed Chief Financial Officer, Company Secretary, and Authorized Representative[49](index=49&type=chunk)[50](index=50&type=chunk) - Effective July 1, 2025, monthly director's fees for Executive and Non-executive Directors (including the Chairman and CEO) were adjusted, with CEO Mr. Riggins' annual salary set at **US$200,000**[47](index=47&type=chunk) [Corporate Governance Report](index=16&type=section&id=Corporate%20Governance%20Report) This report outlines the company's commitment and practices in corporate governance, ensuring compliance with the HKEX Corporate Governance Code, with a focus on board structure, director development, committee oversight, and risk management - The company complied with **all applicable code provisions** of the Corporate Governance Code throughout the year[53](index=53&type=chunk) - The Board comprises **4 Executive Directors, 1 Non-executive Director, and 3 Independent Non-executive Directors**, with distinct roles for Chairman (Mr. Fong Kin Hoi) and Chief Executive Officer (Mr. John Edwin Riggins)[59](index=59&type=chunk)[61](index=61&type=chunk) - All **Independent Non-executive Directors** have confirmed their independence and meet Listing Rules requirements[62](index=62&type=chunk) - All Directors participate in **continuous professional development** to update their knowledge and skills, receiving formal induction and relevant training[69](index=69&type=chunk)[70](index=70&type=chunk) - The Board has established an **Audit Committee, Remuneration Committee, Nomination Committee, and Environmental, Social and Governance Committee**, each with specific written terms of reference[71](index=71&type=chunk) - The Board, through the Audit Committee, conducts an annual review of the Group's **risk management and internal control systems**, deeming them effective and adequate[98](index=98&type=chunk) - The company has adopted a **Shareholder Communication Policy** to ensure equal and timely access to company information for shareholders and investors, outlining procedures for convening extraordinary general meetings, making proposals, and inquiries[110](index=110&type=chunk)[117](index=117&type=chunk) [Directors' Report](index=33&type=section&id=Directors%27%20Report) This Directors' Report provides an overview of business operations, financial results, key risks, and uncertainties for the year ended March 31, 2025, detailing board changes, shareholdings, share option schemes, related party transactions, and compliance - The Group primarily engages in the **wholesale and retail of prepaid products**[121](index=121&type=chunk) - Key risks include **customer concentration** (single largest customer accounts for approximately 10.4% of total sales) and **supplier concentration** (two major suppliers account for approximately 67.4% of total purchases)[124](index=124&type=chunk)[125](index=125&type=chunk)[141](index=141&type=chunk) - The Board declared and paid a **special dividend of HK$0.05 per ordinary share** on October 17, 2024, but does not recommend a final dividend for the current year[127](index=127&type=chunk)[128](index=128&type=chunk) - As of March 31, 2025, the company's distributable reserves amounted to **HK$65,674,000**[138](index=138&type=chunk) - The Group made **charitable donations of HK$30,000** during the year[139](index=139&type=chunk) - Directors' and Major Shareholders' Interests in Company Shares (as of March 31, 2025) | Director Name | Capacity | Number of Shares | Number of Related Shares | Total Interest | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. David Forrest Bailey | Controlled Corporation Interest | 95,563,800 | 25,500,000 | 121,063,800 | 30.27% | | Mr. Fong Kin Hoi | Controlled Corporation Interest | 92,774,880 | 24,750,000 | 117,524,880 | 29.38% | | Mr. Sit Hon | Controlled Corporation Interest | 92,753,100 | 24,750,000 | 117,503,100 | 29.38%

I. Performance Highlights and Company Overview [1.1 Performance Highlights](index=1&type=section&id=1.1%20Performance%20Highlights) Prada Group achieved robust performance in the six months ended June 30, 2025, with net revenue growing 9% at constant exchange rates and retail net sales increasing 10%, notably driven by Miu Miu's 49% retail net sales growth 2025 H1 Key Financial Data (Consolidated) | Indicator | 2025 H1 | YoY Growth (Constant FX) | | :--- | :--- | :--- | | Net Revenue | 2,740 million euros | 9% | | Retail Net Sales | - | 10% | | Prada Brand Retail Net Sales | - | -2% | | Miu Miu Brand Retail Net Sales | - | 49% | | Adjusted EBIT | 619 million euros | - | | Adjusted EBIT as % of Net Revenue | 22.6% | - | | Group Net Income | 386 million euros | - | | Net Financial Surplus (Period End) | 352 million euros | - | - All regions recorded retail net sales growth: Middle East (**+26%**), Americas (**+12%**), Asia Pacific (**+10%**), Europe (**+9%**), and Japan (**+4%**)[3](index=3&type=chunk) [1.2 Company Overview](index=2&type=section&id=1.2%20Company%20Overview) Prada Group is a leading luxury goods company, owning brands like Prada, Miu Miu, Church's, and Car Shoe, primarily manufacturing and selling leather goods, footwear, and apparel, with 620 directly operated stores in 70 countries and sales through e-commerce and high-end retailers - Prada Group operates Prada, Miu Miu, Church's, and Car Shoe brands, and is involved in food (Marchesi 1824), sailing (Luna Rossa), and eyewear and cosmetics (licensing agreements) industries[4](index=4&type=chunk) - The Group owns **25 production facilities** (23 in Italy), with products primarily sold through **620 directly operated stores** in **70 countries**, brand e-commerce, and selected high-end retailers[4](index=4&type=chunk) - As of June 30, 2025, **79.98%** of Prada S.p.A.'s share capital is owned by Prada Holding S.p.A., with the remainder being publicly traded on the Hong Kong Stock Exchange[5](index=5&type=chunk) [1.3 Basis of Presentation and Accounting Policies](index=2&type=section&id=1.3%20Basis%20of%20Presentation%20and%20Accounting%20Policies) The financial information in this announcement is based on the unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025, applying consistent accounting policies from the 2024 annual report, with no significant impact from new or amended standards effective this period - Financial information is prepared based on the unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025, consistently applying accounting policies from the 2024 annual report[6](index=6&type=chunk) - Amendments to existing standards, such as IAS 21 on the Effects of Changes in Foreign Exchange Rates, effective January 1, 2025, have no significant impact on the interim condensed consolidated financial statements[7](index=7&type=chunk)[8](index=8&type=chunk) - New standards like IFRS 18 (Presentation and Disclosure in Financial Statements) and IFRS 19 (Non-Publicly Accountable Subsidiaries: Disclosure) are expected to apply from January 1, 2027, but have not yet been endorsed by the EU as of the reporting date[10](index=10&type=chunk) II. Summary of Key Financial Data [2.1 Key Economic Indicators](index=4&type=section&id=2.1%20Key%20Economic%20Indicators) For the six months ended June 30, 2025, Prada Group's net revenue increased by 7.5% to 2,740 million euros, with adjusted EBIT at 618.5 million euros, representing 22.6% of net revenue, consistent with the prior year, and group net income slightly increased to 385.9 million euros Key Economic Indicators for the Six Months Ended June 30, 2025 | Indicator (thousand euros) | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenue | 2,740,035 | 2,548,634 | 7.5% | | Adjusted EBIT | 618,545 | 575,119 | 7.6% | | Adjusted EBIT as % of Net Revenue | 22.6% | 22.6% | 0.0% | | EBIT | 607,294 | 575,119 | 5.6% | | EBIT as % of Net Revenue | 22.2% | 22.6% | -0.4% | | Group Net Income | 385,883 | 383,499 | 0.6% | | Earnings Per Share (euros) | 0.151 | 0.150 | 0.7% | | Net Cash Flow from Operating Activities | 467,548 | 580,484 | -19.5% | [2.2 Key Financial Position Indicators](index=4&type=section&id=2.2%20Key%20Financial%20Position%20Indicators) As of June 30, 2025, the Group's net operating working capital increased to 819.4 million euros, and net invested capital rose to 6,446.1 million euros, while net financial surplus decreased to 352.2 million euros compared to the end of 2024 Key Financial Position Indicators as of June 30, 2025 | Indicator (thousand euros) | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Net Operating Working Capital | 819,427 | 808,278 | 1.4% | | Net Invested Capital (incl. Right-of-Use Assets) | 6,446,127 | 6,194,941 | 4.1% | | Net Financial Surplus | 352,172 | 599,602 | -41.3% | | Equity Attributable to Group Owners | 4,224,878 | 4,399,365 | -4.0% | III. Consolidated Financial Statements [3.1 Consolidated Income Statement](index=6&type=section&id=3.1%20Consolidated%20Income%20Statement) For the six months ended June 30, 2025, Prada Group's net revenue was 2,740 million euros, with a gross profit margin of 80.1%; total operating expenses increased by 8.0%, leading to a 5.6% EBIT growth to 607.3 million euros, and net income for the period was 387 million euros, up 0.3% year-on-year Consolidated Income Statement Key Data (Six Months Ended June 30) | Indicator (thousand euros) | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenue | 2,740,035 | 2,548,634 | 7.5% | | Gross Profit | 2,194,582 | 2,033,961 | 7.9% | | Total Operating Expenses | (1,576,037) | (1,458,842) | 8.0% | | Operating Income – EBIT | 607,294 | 575,119 | 5.6% | | Profit Before Tax | 557,915 | 537,029 | 3.9% | | Net Income for the Period | 386,992 | 385,713 | 0.3% | | Net Income – Attributable to Group Owners | 385,883 | 383,499 | 0.6% | - Advertising and communication costs increased by **16.0%** to **254.4 million euros**, and selling costs increased by **8.8%** to **1,064.3 million euros**, reflecting increased brand investment[19](index=19&type=chunk) - Total financial expenses increased by **29.6%** to **49.4 million euros**, primarily due to a **24.2%** increase in interest expenses on lease liabilities[20](index=20&type=chunk) [3.2 Consolidated Statement of Financial Position](index=8&type=section&id=3.2%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets decreased to 8,322.2 million euros from 8,549.9 million euros at the end of 2024, with total current assets decreasing and total non-current assets slightly increasing, while total liabilities slightly decreased and equity attributable to group owners decreased by 4.0% Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator (thousand euros) | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 8,322,218 | 8,549,959 | -2.7% | | Total Current Assets | 2,159,797 | 2,559,408 | -15.6% | | Total Non-Current Assets | 6,162,421 | 5,990,551 | 2.9% | | Total Liabilities | 4,077,687 | 4,130,529 | -1.3% | | Total Current Liabilities | 1,491,835 | 1,683,452 | -11.4% | | Total Non-Current Liabilities | 2,585,852 | 2,447,077 | 5.7% | | Equity Attributable to Owners of the Company | 4,224,878 | 4,399,365 | -4.0% | | Total Equity | 4,244,531 | 4,419,430 | -3.9% | - Cash and cash equivalents decreased by **40.9%** from **1,011.6 million euros** at the end of 2024 to **598.0 million euros**[21](index=21&type=chunk) - Right-of-use assets increased by **8.0%** from **2,279.0 million euros** at the end of 2024 to **2,460.4 million euros**[21](index=21&type=chunk) [3.3 Consolidated Statement of Changes in Equity](index=9&type=section&id=3.3%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of June 30, 2025, equity attributable to group owners was 4,224.9 million euros, a decrease from 4,399.4 million euros at the end of 2024, primarily due to the distribution of 2024 net income, dividend payments, and the impact of comprehensive income/(loss) for the period Consolidated Statement of Changes in Equity Key Data (As of June 30) | Indicator (thousand euros) | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Share Capital | 255,882 | 255,882 | 0.0% | | Total Other Reserves | 3,568,397 | 3,155,617 | 13.1% | | Translation Reserve | 14,716 | 148,959 | -90.1% | | Net Income for the Period | 385,883 | 838,907 | -54.0% | | Equity Attributable to Owners of the Company | 4,224,878 | 4,399,365 | -4.0% | | Total Equity | 4,244,531 | 4,419,430 | -3.9% | - Dividends of **419.6 million euros** were paid in the first half of 2025, leading to a reduction in equity[22](index=22&type=chunk) - Translation reserve significantly decreased by **90.1%** from **148.9 million euros** at the end of 2024 to **14.7 million euros** due to exchange differences[22](index=22&type=chunk) [3.4 Consolidated Statement of Cash Flows](index=10&type=section&id=3.4%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash flow from operating activities was 689.1 million euros, a decrease from the prior year, while net cash outflow from investing activities significantly increased to 293.9 million euros, and net cash outflow from financing activities also rose to 778.4 million euros, resulting in a substantial reduction in cash and cash equivalents at period-end Consolidated Statement of Cash Flows Key Data (Six Months Ended June 30) | Indicator (thousand euros) | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 689,139 | 799,277 | -13.8% | | Net Cash Flow Used in Investing Activities | (293,945) | (184,425) | 59.4% | | Net Cash Flow Used in Financing Activities | (778,439) | (648,536) | 19.9% | | Change in Cash and Cash Equivalents | (383,245) | (33,684) | 1037.9% | | Cash and Cash Equivalents at End of Period | 597,992 | 661,260 | -9.6% | - Expenditures for the purchase of property, plant and equipment and intangible assets increased by **47.8%** from **182.9 million euros** in 2024 to **270.4 million euros**[23](index=23&type=chunk) - Dividends paid to Prada S.p.A. shareholders increased by **20.2%** from **331.1 million euros** in 2024 to **397.8 million euros**[23](index=23&type=chunk) [3.5 Consolidated Statement of Comprehensive Income](index=11&type=section&id=3.5%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, total comprehensive income for the period was 238.9 million euros, a significant decrease from 408.1 million euros in the prior year, primarily impacted by exchange differences from foreign operations translation and gains/(losses) on cash flow hedging instruments Consolidated Statement of Comprehensive Income Key Data (Six Months Ended June 30) | Indicator (thousand euros) | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Net Income for the Period | 386,992 | 385,713 | 0.3% | | Items That May Be Reclassified Subsequently to Profit or Loss | (148,056) | 24,559 | -703.0% | | Exchange Differences Arising from Translation of Foreign Operations | (135,710) | 25,259 | -637.3% | | Changes in Cash Flow Hedge Reserve, Net of Tax | (12,346) | (700) | 1663.7% | | Total Comprehensive Income – Total | 238,936 | 408,051 | -41.4% | | Total Comprehensive Income – Attributable to Group Owners | 239,294 | 405,647 | -41.0% | - Exchange differences arising from the translation of foreign operations shifted from a **25.3 million euros** positive gain in 2024 to a **135.7 million euros** negative gain in 2025, significantly impacting comprehensive income[24](index=24&type=chunk) IV. Notes to the Financial Statements [4.1 Net Revenue Analysis](index=12&type=section&id=4.1%20Net%20Revenue%20Analysis) For the six months ended June 30, 2025, the Group's total net revenue grew by 9.1% at constant exchange rates, with retail net sales contributing 89.5% of total revenue and growing 10.1% at constant exchange rates, while wholesale net sales decreased by 1.3% Net Revenue Analysis (Six Months Ended June 30) | Sales Type (thousand euros) | 2025 | 2024 | Change at Constant FX (%) | | :--- | :--- | :--- | :--- | | Retail Net Sales | 2,453,381 | 2,262,591 | 10.1% | | Wholesale Net Sales | 219,762 | 225,213 | -1.3% | | Royalty Income | 66,892 | 60,830 | 10.0% | | **Total Net Revenue** | **2,740,035** | **2,548,634** | **9.1%** | [4.1.1 By Sales Channel](index=12&type=section&id=4.1.1%20By%20Sales%20Channel) Retail net sales are the primary revenue source, accounting for 89.5% of total revenue and growing 10.1% at constant exchange rates, while wholesale net sales decreased by 1.3% due to the Group's selective strategy, and royalty income increased by 10.0%, mainly driven by eyewear and fragrance businesses - Retail net sales (directly operated stores and e-commerce) increased by **10.1%** at constant exchange rates, accounting for **89.5%** of total net revenue[25](index=25&type=chunk) - Wholesale net sales decreased by **1.3%** at constant exchange rates, impacted by the Group's ongoing selective strategy[25](index=25&type=chunk) - Royalty income increased by **10.0%** at constant exchange rates, primarily driven by contributions from eyewear and fragrance[25](index=25&type=chunk) [4.1.2 By Brand](index=12&type=section&id=4.1.2%20By%20Brand) Miu Miu brand showed strong performance with retail net sales growing 49.2% at constant exchange rates, while Prada brand retail net sales decreased by 1.9% but still demonstrated good resilience, and Church's and other brands also achieved growth Retail Net Sales by Brand (Six Months Ended June 30) | Brand (thousand euros) | 2025 | 2024 | Change at Constant FX (%) | | :--- | :--- | :--- | :--- | | Prada | 1,646,788 | 1,707,710 | -1.9% | | Miu Miu | 780,140 | 530,129 | 49.2% | | Church's | 15,370 | 14,656 | 4.1% | | Other Brands | 11,083 | 10,096 | 9.8% | | **Total Retail Net Sales** | **2,453,381** | **2,262,591** | **10.1%** | - Prada brand retail net sales decreased by **1.9%** year-on-year, showing good resilience despite a high comparison base in Japan and reduced tourist spending in Europe[25](index=25&type=chunk) - Miu Miu brand retail net sales significantly increased by **49.2%** year-on-year, continuing its robust and sustainable growth trajectory[25](index=25&type=chunk) [4.1.3 By Region](index=12&type=section&id=4.1.3%20By%20Region) All regions recorded growth in retail net sales, with the Middle East performing best at 25.7% growth, while the Americas and Asia Pacific also saw double-digit increases, and Europe and Japan maintained steady growth Retail Net Sales by Region (Six Months Ended June 30) | Region (thousand euros) | 2025 | 2024 | Change at Constant FX (%) | | :--- | :--- | :--- | :--- | | Asia Pacific | 838,371 | 774,435 | 10.4% | | Europe | 727,562 | 682,192 | 8.6% | | Americas | 424,090 | 386,961 | 12.4% | | Japan | 325,945 | 308,612 | 4.3% | | Middle East | 137,413 | 110,391 | 25.7% | | **Total Retail Net Sales** | **2,453,381** | **2,262,591** | **10.1%** | - Middle East retail net sales performed strongly, increasing by **25.7%** year-on-year[25](index=25&type=chunk) - Americas retail net sales grew by **12.4%**, driven by local and tourist demand[25](index=25&type=chunk) - Asia Pacific retail net sales increased by **10.4%**, with similar growth trends across quarters[25](index=25&type=chunk) [4.2 Store Count](index=13&type=section&id=4.2%20Store%20Count) As of June 30, 2025, Prada Group operated 620 directly operated stores and 22 franchised stores globally, with the number of directly operated stores increasing by 11 since the end of 2024, notably driven by the Miu Miu brand Store Count (As of June 30, 2025) | Brand | June 30, 2025 (DOS) | Dec 31, 2024 (DOS) | Change | | :--- | :--- | :--- | :--- | | Prada | 426 | 425 | +1 | | Miu Miu | 156 | 147 | +9 | | Church's | 28 | 28 | 0 | | Car Shoe | 2 | 2 | 0 | | Marchesi 1824 | 8 | 7 | +1 | | **Total** | **620** | **609** | **+11** | - As of June 30, 2025, the Group's total number of directly operated stores reached **620**, an increase of **11** from the end of 2024, primarily driven by the Miu Miu brand[26](index=26&type=chunk) [4.3 Earnings Per Share and Dividends Paid](index=13&type=section&id=4.3%20Earnings%20Per%20Share%20and%20Dividends%20Paid) For the six months ended June 30, 2025, basic and diluted earnings per share were 0.151 euros, slightly higher than the prior year, and the company paid a dividend of 0.164 euros per share, totaling 419.6 million euros, in April 2025 Basic and Diluted Earnings Per Share (Six Months Ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Group Net Income (in euros) | 385,882,747 | 383,499,246 | | Weighted Average Number of Ordinary Shares Issued | 2,558,824,000 | 2,558,824,000 | | Basic and Diluted Earnings Per Share (euros) | 0.151 | 0.150 | - The company approved a dividend payment of **419,647,136 euros**, or **0.164 euros per share**, at the Annual General Meeting held on April 30, 2025[29](index=29&type=chunk) [4.4 Net Trade Receivables](index=14&type=section&id=4.4%20Net%20Trade%20Receivables) As of June 30, 2025, net trade receivables were 377.4 million euros, a decrease from 423.7 million euros at the end of 2024, with a slight reduction in the allowance for doubtful accounts, and most receivables were not overdue Net Trade Receivables (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Trade Receivables – Third Parties | 389,819 | 435,403 | -10.5% | | Allowance for Doubtful Accounts | (13,571) | (14,062) | -3.5% | | Trade Receivables – Related Parties | 1,156 | 2,392 | -51.7% | | **Total** | **377,404** | **423,733** | **-10.9%** | - As of June 30, 2025, **84.8%** (**331.6 million euros**) of trade receivables were not overdue[32](index=32&type=chunk) [4.5 Net Inventories](index=15&type=section&id=4.5%20Net%20Inventories) As of June 30, 2025, net inventories increased to 888.3 million euros from 866.2 million euros at the end of 2024, primarily to support sales growth, with the allowance for inventories increasing by 3.7 million euros Net Inventories (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Raw Materials | 134,151 | 132,455 | 1.3% | | Work-in-Progress | 52,867 | 45,893 | 15.2% | | Finished Goods | 820,763 | 799,772 | 2.6% | | Allowance for Obsolete and Slow-Moving Inventories | (132,541) | (128,822) | 2.9% | | **Total** | **888,295** | **866,160** | **2.6%** | - The increase in inventories is primarily due to the need to support sales growth, with significant increases in work-in-progress and finished goods[34](index=34&type=chunk) - In the first half of 2025, the allowance for inventories increased by **3.7 million euros**, allocated to slow-moving products and raw materials[34](index=34&type=chunk) [4.6 Amounts Due from Related Parties and Prepayments to Related Parties - Current](index=16&type=section&id=4.6%20Amounts%20Due%20from%20Related%20Parties%20and%20Prepayments%20to%20Related%20Parties%20-%20Current) As of June 30, 2025, amounts due from related parties and prepayments to related parties totaled 152 thousand euros, a slight increase from the end of 2024 Amounts Due from Related Parties and Prepayments to Related Parties - Current (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Financial Receivables | 25 | 7 | 257.1% | | Other Receivables and Prepayments | 127 | 134 | -5.2% | | **Total** | **152** | **141** | **7.8%** | [4.7 Other Current Assets](index=16&type=section&id=4.7%20Other%20Current%20Assets) As of June 30, 2025, other current assets totaled 246.6 million euros, largely consistent with the end of 2024, with prepayments increasing while VAT and other tax receivables decreased Other Current Assets (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | VAT | 34,624 | 37,833 | -8.5% | | Tax and Other Tax Receivables | 48,085 | 62,283 | -22.8% | | Prepayments | 145,058 | 124,011 | 17.0% | | **Total** | **246,562** | **245,324** | **0.5%** | [4.8 Capital Expenditures (Property, Plant and Equipment and Intangible Assets)](index=17&type=section&id=4.8%20Capital%20Expenditures%20(Property,%20Plant%20and%20Equipment%20and%20Intangible%20Assets)) For the six months ended June 30, 2025, the net book value of property, plant and equipment slightly decreased, while intangible assets increased, with capital expenditures primarily focused on retail property restyling, store relocations, and investments in software and assets under construction [4.8.1 Property, Plant and Equipment](index=17&type=section&id=4.8.1%20Property,%20Plant%20and%20Equipment) The net book value of property, plant and equipment decreased from 2,255.1 million euros at the end of 2024 to 2,220.1 million euros, with additions of 199.3 million euros primarily for leasehold improvements and furniture and fixtures related to retail property restyling and store relocations Net Book Value of Property, Plant and Equipment (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Total Net Book Value | 2,220,081 | 2,255,055 | -1.6% | | Additions | 199,334 | - | - | | Depreciation | (132,100) | - | - | - Increases in leasehold improvements and furniture and fixtures are primarily related to retail property restyling and store relocations[38](index=38&type=chunk) - Assets under construction at period-end are related to retail and industrial projects[39](index=39&type=chunk) [4.8.2 Intangible Assets](index=17&type=section&id=4.8.2%20Intangible%20Assets) The net book value of intangible assets increased from 867.9 million euros at the end of 2024 to 886.5 million euros, with additions of 47.8 million euros primarily for software and assets under construction, and goodwill remained at 515.5 million euros with no impairment indicators identified during the period Net Book Value of Intangible Assets (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Total Net Book Value | 886,547 | 867,920 | 2.1% | | Additions | 47,784 | - | - | | Amortization | (28,459) | - | - | - As of June 30, 2025, goodwill was **515.5 million euros**, allocated to Prada (**424.3 million euros**) and Miu Miu (**91.2 million euros**) brands, with no impairment indicators identified during the period[41](index=41&type=chunk) [4.9 Right-of-Use Assets](index=18&type=section&id=4.9%20Right-of-Use%20Assets) The net book value of right-of-use assets increased to 2,460.4 million euros, primarily due to new leases and remeasurements of existing leases totaling 567.4 million euros, offset by depreciation and negative exchange differences Net Book Value of Right-of-Use Assets (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Total Net Book Value | 2,460,374 | 2,278,955 | 8.0% | | New Contracts, Initial Direct Costs and Remeasurements | 567,355 | - | - | | Depreciation | (236,166) | - | - | | Exchange Differences | (149,631) | - | - | - The increase in right-of-use assets is mainly due to lease renewals (primarily in Asia and Americas) and remeasurement of liabilities to adjust to commonly used real estate indices (primarily CPI)[43](index=43&type=chunk) [4.10 Other Non-Current Assets](index=19&type=section&id=4.10%20Other%20Non-Current%20Assets) As of June 30, 2025, other non-current assets totaled 128.7 million euros, a slight decrease from the end of 2024, primarily comprising security deposits paid under retail leases Other Non-Current Assets (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Security Deposits | 78,601 | 84,513 | -7.0% | | Prepayments for Commercial Agreements | 39,647 | 41,733 | -5.0% | | **Total** | **128,690** | **139,086** | **-7.5%** | - Security deposits primarily refer to deposits paid under retail leases[45](index=45&type=chunk) [4.11 Amounts Due to Related Parties - Current](index=19&type=section&id=4.11%20Amounts%20Due%20to%20Related%20Parties%20-%20Current) As of June 30, 2025, amounts due to related parties totaled 4.98 million euros, a decrease from 8.28 million euros at the end of 2024 Amounts Due to Related Parties - Current (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Financial Payables | 4,938 | 8,149 | -39.4% | | Other Payables | 40 | 130 | -69.2% | | **Total** | **4,978** | **8,279** | **-39.9%** | [4.12 Trade Payables](index=19&type=section&id=4.12%20Trade%20Payables) As of June 30, 2025, trade payables totaled 446.3 million euros, a decrease from 481.6 million euros at the end of 2024, with most payables not overdue Trade Payables (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Trade Payables – Third Parties | 443,299 | 475,822 | -6.9% | | Trade Payables – Related Parties | 2,973 | 5,793 | -48.7% | | **Total** | **446,272** | **481,615** | **-7.3%** | - As of June 30, 2025, **94.3%** (**420.8 million euros**) of trade payables were not overdue[48](index=48&type=chunk) [4.13 Other Current Liabilities](index=20&type=section&id=4.13%20Other%20Current%20Liabilities) As of June 30, 2025, other current liabilities totaled 321.6 million euros, a decrease from 371.3 million euros at the end of 2024, primarily due to a reduction in payables for capital expenditures Other Current Liabilities (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Payables for Capital Expenditures | 94,050 | 124,163 | -24.3% | | Accrued Expenses and Deferred Income | 26,321 | 26,560 | -0.9% | | Other Payables | 201,189 | 220,537 | -8.8% | | **Total** | **321,560** | **371,260** | **-13.4%** | [4.14 Provisions for Risks and Charges](index=20&type=section&id=4.14%20Provisions%20for%20Risks%20and%20Charges) As of June 30, 2025, provisions for risks and charges totaled 63.0 million euros, a slight decrease from the end of 2024, primarily including contractual obligations to restore leased commercial properties to their original condition and commitments for the SEA BEYOND project Provisions for Risks and Charges (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Provisions for Legal Disputes | 738 | 529 | 39.5% | | Provisions for Tax Disputes | 2,145 | 1,508 | 42.2% | | Other Provisions | 60,089 | 62,247 | -3.5% | | **Total** | **62,972** | **64,284** | **-2.1%** | - Other provisions are mainly related to contractual obligations to restore leased commercial properties to their original condition (**52 million euros**) and commitments for the SEA BEYOND project[51](index=51&type=chunk) V. Management Discussion and Analysis [5.1 Net Revenue and Sales Performance](index=22&type=section&id=5.1%20Net%20Revenue%20and%20Sales%20Performance) In the first half of 2025, Prada Group's net revenue reached 2,740 million euros, growing 9.1% at constant exchange rates, with retail net sales increasing 10.1% and accounting for 89.5% of total revenue, while wholesale net sales decreased by 1.3% and royalty income grew by 10.0% - Net revenue increased by **9.1%** at constant exchange rates to **2,740 million euros**, with exchange rate fluctuations reducing growth by **1.6%** to **7.5%**[52](index=52&type=chunk) - Retail net sales increased by **10.1%** at constant exchange rates, driven by full-price and like-for-like sales, accounting for **89.5%** of total net revenue[52](index=52&type=chunk) - Wholesale net sales decreased by **1.3%** at constant exchange rates, impacted by the Group's ongoing selective strategy, while royalty income increased by **10.0%**, driven by eyewear and fragrance contributions[53](index=53&type=chunk)[54](index=54&type=chunk) [5.2 Brand Performance](index=22&type=section&id=5.2%20Brand%20Performance) Miu Miu brand retail net sales showed strong year-on-year growth of 49.2%, while Prada brand retail net sales slightly decreased by 1.9% year-on-year but still demonstrated good resilience, and Church's retail net sales grew by 4.1% - Prada retail net sales decreased by **1.9%** year-on-year, recording solid performance despite a high comparison base in Japan and reduced tourist spending in Europe[55](index=55&type=chunk) - Miu Miu retail net sales significantly increased by **49.2%** year-on-year, continuing its robust and sustainable growth trajectory[56](index=56&type=chunk) - Church's retail net sales recorded a year-on-year increase of **4.1%**[57](index=57&type=chunk) [5.3 Market Performance](index=22&type=section&id=5.3%20Market%20Performance) In the first half of 2025, all regions recorded growth in retail net sales, with the Middle East performing best at 25.7% growth, the Americas growing 12.4%, Asia Pacific 10.4%, Europe 8.6%, and Japan 4.3% - All regions recorded retail net sales growth, including Middle East (**+25.7%**), Americas (**+12.4%**), Asia Pacific (**+10.4%**), Europe (**+8.6%**), and Japan (**+4.3%**)[58](index=58&type=chunk)[59](index=59&type=chunk) - Europe retail net sales grew by **8.6%**, but the second quarter was impacted by reduced tourist spending[58](index=58&type=chunk) - Japan retail net sales grew by **4.3%**, affected by a slowdown in tourist spending, but local demand remained more robust[58](index=58&type=chunk) [5.4 Operating Results](index=23&type=section&id=5.4%20Operating%20Results) The gross profit margin remained at 80.1%, largely stable year-on-year, primarily due to increased production cost absorption and lower logistics costs, with adjusted EBIT at 618.5 million euros, up 7.6% year-on-year, and a margin of 22.6%, while non-recurring expenses were mainly related to the Versace acquisition - Gross profit margin was **80.1%**, largely stable compared to **79.8%** in the first half of 2024, mainly due to increased production cost absorption and lower logistics costs[60](index=60&type=chunk) - Operating expenses (excluding non-recurring items) increased by **117.2 million euros**, primarily due to variable costs from increased sales, rent and labor costs, marketing expenses, and depreciation[60](index=60&type=chunk) - Adjusted EBIT was **618.5 million euros**, up **7.6%** year-on-year, representing **22.6%** of net revenue, consistent with the prior year[60](index=60&type=chunk) - Non-recurring expenses were mainly related to the definitive agreement for the acquisition of Versace from Capri Holdings Ltd[60](index=60&type=chunk) [5.5 Financial Expenses and Taxes](index=23&type=section&id=5.5%20Financial%20Expenses%20and%20Taxes) Financial expenses increased by 11.3 million euros to 49.4 million euros, primarily attributable to higher interest expenses on lease liabilities, and taxes for the period were 170.9 million euros, representing 30.6% of profit before tax - Financial expenses increased by **11.3 million euros** to **49.4 million euros**, primarily attributable to an **8.2 million euros** increase in interest expenses on lease liabilities[61](index=61&type=chunk) - Taxes for the six months ended June 30, 2025, were **170.9 million euros**, representing **30.6%** of profit before tax[61](index=61&type=chunk) [5.6 Net Income](index=23&type=section&id=5.6%20Net%20Income) For the six months ended June 30, 2025, net income was 387 million euros, representing 14.1% of net revenue, a slight increase from 385.7 million euros (15.1% of net revenue) in the prior year - Net income for the six months ended June 30, 2025, was **387 million euros**, representing **14.1%** of net revenue, compared to **385.7 million euros** (**15.1%** of net revenue) in the first half of 2024[62](index=62&type=chunk) [5.7 Net Invested Capital](index=24&type=section&id=5.7%20Net%20Invested%20Capital) As of June 30, 2025, net invested capital was 6,446 million euros, primarily composed of equity attributable to group owners, lease liabilities, and net financial surplus, with net operating working capital slightly increasing and net other current assets/(liabilities) decreasing - As of June 30, 2025, net invested capital was **6,446 million euros**, including equity attributable to group owners of **4,245 million euros**, lease liabilities of **2,554 million euros**, and a net financial surplus of **352.2 million euros**[63](index=63&type=chunk) - Net operating working capital was **819.4 million euros**, an increase of **11.1 million euros** from the end of 2024, mainly impacted by a decrease in trade receivables, an increase in inventories, and a decrease in trade payables[64](index=64&type=chunk) - Right-of-use assets increased by **181.4 million euros**, primarily due to new leases and remeasurements of existing leases totaling **567.4 million euros**, offset by depreciation of **236.2 million euros** and negative exchange differences of **149.6 million euros**[64](index=64&type=chunk) [5.8 Net Financial Position](index=25&type=section&id=5.8%20Net%20Financial%20Position) As of June 30, 2025, net financial surplus was 352.2 million euros, a significant decrease from 599.6 million euros at the end of 2024, with net cash flow from operating activities at 467.5 million euros and free cash flow at 173.6 million euros, and the Group has signed a 1.5 billion euro financing agreement for the Versace acquisition Net Financial Position Key Data (thousand euros) | Indicator | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | Change (%) | | :--- | :--- | :--- | :--- | | Net Financial Surplus | 352,172 | 599,602 | -41.3% | | Net Financial Debt (incl. Lease Liabilities) | (2,201,596) | (1,775,511) | 23.9% | | Net Cash Flow from Operating Activities | 467,548 | 580,484 | -19.5% | | Free Cash Flow | 173,603 | 396,059 | -56.2% | - Prada S.p.A. signed a **1,500 million euro** financing agreement on April 11, 2025, for the acquisition of Versace, including a **1,000 million euro** term loan and a **500 million euro** bridge term loan[68](index=68&type=chunk) - As of June 30, 2025, the Group had **2,864 million euros** in undrawn cash credit lines with banks, of which **2,359 million euros** were committed credit lines[69](index=69&type=chunk) - Total lease liabilities increased to **2,553.8 million euros**, primarily due to new contracts and remeasurements from lease extensions or modifications[69](index=69&type=chunk) [5.9 Subsequent Events](index=26&type=section&id=5.9%20Subsequent%20Events) No significant subsequent events to report - No significant events to report[71](index=71&type=chunk) VI. Outlook Facing industry and macroeconomic challenges, Prada Group achieved solid results in the first half of 2025, and management will continue to balance prudence with long-term investments, adhering to strategic goals of robust, sustainable, and above-market growth - The Group's strategic objectives remain unchanged: striking an appropriate balance between prudence and continued long-term investment[72](index=72&type=chunk) - Management is confident in achieving ambitious goals of robust, sustainable, and above-market growth[72](index=72&type=chunk) VII. Corporate Governance Practices [7.1 Corporate Governance Model and Code Compliance](index=27&type=section&id=7.1%20Corporate%20Governance%20Model%20and%20Code%20Compliance) The company is committed to maintaining the highest corporate governance standards, with its model complying with applicable Italian law and the Corporate Governance Code in Appendix C1 of the Hong Kong Stock Exchange Listing Rules, and generally complied during the review period, except for Chairman Patrizio Bertelli's absence from the Annual General Meeting due to other commitments - The company's adopted corporate governance model complies with applicable Italian law and the requirements of the Corporate Governance Code in Appendix C1 of the Hong Kong Stock Exchange Listing Rules[73](index=73&type=chunk) - During the review period (January 1 to June 30, 2025), the company generally complied with the Code provisions, except for Code Provision F.1.3, as Chairman Patrizio Bertelli was unable to attend the Annual General Meeting[74](index=74&type=chunk) [7.2 Board of Directors](index=27&type=section&id=7.2%20Board%20of%20Directors) The Board of Directors comprises 11 directors (6 executive directors, 5 independent non-executive directors), responsible for setting the Group's overall strategy and reviewing operational and financial performance, holding four meetings during the review period to discuss annual budgets, significant investments (e.g., Versace acquisition), and financial statement approvals - The Board of Directors comprises **11 directors**, including **6 executive directors** and **5 independent non-executive directors**[77](index=77&type=chunk) - During the review period, the Board held **four meetings**, with key agendas including evaluating operating and financial performance, approving significant investments (such as the Versace acquisition and related financing), and approving the 2024 Annual Report and Sustainability Report[77](index=77&type=chunk) - The Board elected Ms. Ilaria Resta as a new independent non-executive director at its meeting on July 30, 2025, replacing Ms. Marina Sylvia Caprotti[78](index=78&type=chunk)[95](index=95&type=chunk) [7.3 Audit and Risk Committee](index=28&type=section&id=7.3%20Audit%20and%20Risk%20Committee) The Audit and Risk Committee, composed of three independent non-executive directors, provides independent advice on internal audit, financial reporting, internal control, and risk management, holding four meetings during the review period to discuss the 2025 budget, related party transactions, external auditor selection, and impairment testing - The Audit and Risk Committee comprises **three independent non-executive directors**, responsible for assisting the Board in providing independent advice on internal audit, financial reporting, internal control, and risk management[79](index=79&type=chunk) - During the review period, the Committee held **four meetings**, discussing the 2025 budget, related party transactions, external auditor selection, impairment testing methodology, pending litigation, and the internal audit work plan[79](index=79&type=chunk) [7.4 Remuneration Committee](index=29&type=section&id=7.4%20Remuneration%20Committee) The Remuneration Committee, consisting of two independent non-executive directors and one executive director, is responsible for recommending policies and structures for the remuneration of directors and senior management, holding two meetings during the review period to review remuneration, variable compensation components, and receive an initial report on a new long-term incentive plan - The Remuneration Committee comprises **two independent non-executive directors** and **one executive director**, responsible for recommending policies and structures for the remuneration of directors and senior management[81](index=81&type=chunk) - The Committee reviewed the remuneration of executive directors and top management, discussed variable compensation components related to 2024 performance, and received an initial report on the new long-term incentive plan for 2025-2027[81](index=81&type=chunk) [7.5 Nomination Committee](index=29&type=section&id=7.5%20Nomination%20Committee) The Nomination Committee, composed of two independent non-executive directors and one executive director, is responsible for formulating director nomination policies and advising on the Board's structure, size, and composition, conducting an annual assessment of independent non-executive directors and confirming a new appointment during the review period - The Nomination Committee comprises **two independent non-executive directors** and **one executive director**, responsible for formulating director nomination policies and advising on the Board's structure, size, and composition[84](index=84&type=chunk) - The Committee conducted an annual assessment of the independence of independent non-executive directors and reviewed the Board's structure, size, and composition for the 2024 financial year[84](index=84&type=chunk) - The Committee confirmed the resignation of Ms. Marina Sylvia Caprotti and reviewed the personal profile and independence of the new independent non-executive director, Ms. Ilaria Resta[84](index=84&type=chunk) [7.6 Sustainability Committee](index=30&type=section&id=7.6%20Sustainability%20Committee) The Sustainability Committee, composed of two independent non-executive directors and one executive director, assists the Board in evaluating and deciding on sustainability matters and supports the preparation of non-financial reports, discussing and approving the 2024 Sustainability Report and reviewing ESG strategy progress and the SEA BEYOND project during the review period - The Sustainability Committee assists and supports the Board in evaluating and deciding on sustainability matters, and supports the preparation and review of non-financial reports[85](index=85&type=chunk) - The Committee discussed and approved the 2024 Sustainability Report, reviewed the progress and achievements of the Group's ESG strategy, and received updates on the SEA BEYOND project[85](index=85&type=chunk)[86](index=86&type=chunk) [7.7 Board of Statutory Auditors](index=30&type=section&id=7.7%20Board%20of%20Statutory%20Auditors) In accordance with Italian law, the company has a Board of Statutory Auditors, appointed by shareholders, responsible for overseeing the company's compliance with applicable laws, regulations, articles of association, and sound management principles - The Board of Statutory Auditors, appointed by shareholders, is responsible for overseeing the company's compliance with applicable laws, regulations, articles of association, sound management principles, and the adequacy and operational effectiveness of its organizational, administrative, and accounting structures[87](index=87&type=chunk)[88](index=88&type=chunk) [7.8 Supervisory Body](index=31&type=section&id=7.8%20Supervisory%20Body) To comply with Italian Legislative Decree No. 231, the company has established a Supervisory Body responsible for ensuring the operation, effectiveness, and implementation of the company's organization, management, and control model - The Supervisory Body (Organismo di Vigilanza) aims to ensure the operation, effectiveness, and implementation of the company's organization, management, and control model adopted in accordance with Italian Legislative Decree No. 231[89](index=89&type=chunk) [7.9 Dividends](index=31&type=section&id=7.9%20Dividends) The company did not declare or pay any dividends during the review period; however, the Board recommended a final dividend of 0.164 euros per share for the 2024 financial year, totaling 419.6 million euros, which was paid in May 2025 - The company did not declare or pay any dividends during the review period[90](index=90&type=chunk) - The Board recommended a final dividend of **0.164 euros per share** for the 2024 financial year, totaling **419,647,136 euros**, which was paid on May 19, 2025[90](index=90&type=chunk) [7.10 Directors' Securities Transactions](index=31&type=section&id=7.10%20Directors'%20Securities%20Transactions) The company has adopted procedures governing directors' securities transactions, with terms no less stringent than the Model Code in Appendix C3 of the Listing Rules, and all directors confirmed compliance with relevant provisions during the review period, with no breaches - The company has adopted procedures governing directors' securities transactions, with terms no less stringent than the Model Code in Appendix C3 of the Listing Rules[91](index=91&type=chunk) - All directors confirmed compliance with the Model Code and the company's relevant procedures during the review period, with no breaches[91](index=91&type=chunk) [7.11 Purchase, Sale or Redemption of the Company's Listed Securities](index=32&type=section&id=7.11%20Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, nor did the company hold any treasury shares - During the review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[92](index=92&type=chunk) - The company held no treasury shares during the review period[92](index=92&type=chunk) VIII. Other Information [8.1 Publication of Interim Results Announcement and Interim Report](index=32&type=section&id=8.1%20Publication%20of%20Interim%20Results%20Announcement%20and%20Interim%20Report) The company's interim results announcement has been published on the websites of Hong Kong Exchanges and Clearing Limited and the company, and the interim report will be posted on these websites and dispatched to shareholders in due course - The company's interim results announcement has been published on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the company's website (www.pradagroup.com)[93](index=93&type=chunk) - The interim report will be posted on the aforementioned websites and dispatched to the company's shareholders in due course[93](index=93&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，並明確表示概不會就本公告全部或任何部分內容而產生或因倚賴 該等內容而引致的任何損失承擔任何責任。 Contemporary Amperex Technology Co., Limited 寧德時代新能源科技股份有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：3750） 截至2025年6月30日止六個月的中期業績公告 寧德時代新能源科技股份有限公司（「本公司」）董事會（「董事會」）謹此公佈本公 司及其附屬公司截至2025年6月30日止六個月的未經審核中期業績。本公告載有 本公司2025年中期報告全文，符合香港聯合交易所有限公司證券上市規則有關中 期業績初步公告所附資料的相關規定。 刊發中期業績公告及中期報告 本業績公告將刊載於香港聯合交易所有限公司網站( www.hkexnews.hk )及本公司 網站( www.catl.com )。 2025年中期報告將刊載於上述香港聯合交易所有限公司及本公司網站，並將適時 寄發予已表示希望收取印刷本的本公司股東。 2025年中期股息及暫停辦理股份 ...