[Chairman Statement](index=3&type=section&id=Chairman%20Statement) [Chairman Statement](index=3&type=section&id=Chairman%20Statement) The company faced a challenging fiscal year 2025 with sharply declining revenue due to increased LNG supply and is currently undergoing business and debt restructuring | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total Operating Turnover | Approx. RMB 808 million | Approx. RMB 4.97 billion | -83.7% | | Loss after tax | Approx. RMB 1.993 billion | Approx. RMB 522 million | Loss widened by 281.8% | - The performance decline was primarily caused by increased imported LNG supply, which intensified market competition and led to a significant drop in LNG selling prices[4](index=4&type=chunk) - The company is currently undergoing **business and debt restructuring** to address market challenges and internal reorganization risks[6](index=6&type=chunk) - Looking ahead, the company will continue to expand its natural gas business, believing China's "dual carbon" policy will create growth opportunities[7](index=7&type=chunk)[9](index=9&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis%20of%20the%20Group%20Financial%20Review) [BUSINESS REVIEW](index=5&type=section&id=BUSINESS%20REVIEW) The Group's performance declined severely due to substantial impairment losses on prepayments to a supplier and trade receivables from customers - The poor performance this fiscal year was mainly attributable to two significant impairment provisions: - An impairment of **approximately RMB 1.34 billion** on prepayments to a supplier[16](index=16&type=chunk) - An impairment of **approximately RMB 446 million** on trade receivables from two customers[16](index=16&type=chunk) | Business Segment | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | **LNG Production and Sales** | | | | | Production Volume | 484 million m³ | 442 million m³ | +9.5% | | Revenue | RMB 525 million | RMB 983 million | -46.6% | | Gross Profit Margin | 7.8% | 5.4% | +2.4pp | | **Oil and Gas Trading** | | | | | Revenue | RMB 231 million | RMB 3.943 billion | -94.1% | | Gross Profit Margin | 0.4% | 0.6% | -0.2pp | - The piped gas business (Huaheng Energy) was classified as a discontinued operation and deconsolidated, resulting in a loss of **approximately RMB 35 million**, due to the non-renewal of its gas operating license and a dispute with its partner Guizhou Gas[23](index=23&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) - Despite intense market competition and ongoing restructuring, management believes China's low-carbon goals will support the long-term stable growth of the natural gas market[38](index=38&type=chunk)[39](index=39&type=chunk) [FINANCIAL REVIEW](index=9&type=section&id=FINANCIAL%20REVIEW) The Group's financial position deteriorated sharply, marked by a significant revenue drop, soaring impairment losses, and severe liquidity pressure with substantial loan defaults | Financial Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Turnover | RMB 808 million | RMB 4.97 billion | -83.7% | | Gross Profit | RMB 44 million | RMB 82 million | -46.3% | | Gross Profit Margin | 5.5% | 1.6% | +3.9pp | | Impairment losses under ECL model | RMB 1.866 billion | RMB 508 million | +267.3% | | Liquidity Metric | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Bank Balances and Cash | RMB 10 million | RMB 11 million | | Net Current (Liabilities)/Assets | (RMB 1.634 billion) | RMB 293 million | | Current Ratio | 0.41 | 1.15 | | Gearing Ratio | -1.20 | 1.54 | - As of 31 March 2025, the Group had defaulted on bank borrowings of **approximately RMB 1.043 billion**, which triggered cross-defaults on other bank borrowings of **approximately RMB 72 million**[63](index=63&type=chunk) - To alleviate liquidity pressure, the Group is actively negotiating with lenders for renewals and extensions and seeking potential strategic investors[64](index=64&type=chunk) [Corporate Governance Report](index=13&type=section&id=Corporate%20Governance%20Report) [Board of Directors & Committees](index=14&type=section&id=Board%20of%20Directors%20%26%20Committees) The Board comprises six directors, meeting listing rule requirements, with a disclosed deviation where the Chairman and CEO roles are combined - The Board consists of 6 directors, including 2 executive directors and 4 independent non-executive directors, in compliance with the Listing Rules[90](index=90&type=chunk) - A deviation from the Corporate Governance Code was disclosed: the roles of **Chairman and Chief Executive Officer are both held by Mr. Wang Jianqing**, which the Board believes enhances efficiency[118](index=118&type=chunk)[119](index=119&type=chunk) - The Audit Committee, comprising four independent non-executive directors, held six meetings during the year to review financial reports and internal control systems[134](index=134&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) [Risk Management and Internal Controls](index=31&type=section&id=Risk%20Management%20and%20Internal%20Controls) The Group has an established risk management framework and conducted an annual review confirming the effectiveness of its internal control systems - The Board has conducted an annual review of the effectiveness of the Group's risk management and internal control systems, covering financial, operational, and compliance controls, and considers them **effective and adequate**[175](index=175&type=chunk)[176](index=176&type=chunk) - The Group has engaged an independent external professional firm to review its internal control systems periodically to provide an objective assessment[172](index=172&type=chunk) [Disclaimer of Opinion Regarding Going Concern](index=37&type=section&id=Disclaimer%20of%20Opinion%20Regarding%20Going%20Concern) The independent auditor issued a disclaimer of opinion on the Group's ability to continue as a going concern due to multiple material uncertainties - The auditor's **disclaimer of opinion** stems from multiple material uncertainties that cast significant doubt on the Group's ability to continue as a going concern[206](index=206&type=chunk) | Metric | Amount | | :--- | :--- | | Net loss from continuing operations | Approx. RMB 1.958 billion | | Bank borrowings and guaranteed notes due within 12 months | Approx. RMB 1.303 billion | | Cash and cash equivalents | Approx. RMB 10 million | | Defaulted or cross-defaulted borrowings and notes | Approx. RMB 1.30 billion | - To address going concern issues, the Group is implementing plans including: - **Debt restructuring** through a legal scheme of arrangement[217](index=217&type=chunk)[218](index=218&type=chunk) - Seeking new strategic investors and funding sources, and considering the disposal of certain pipeline assets[217](index=217&type=chunk)[218](index=218&type=chunk) - Communicating with creditors to resolve pending litigations and maintain the status quo[217](index=217&type=chunk)[218](index=218&type=chunk) - Optimizing operational strategies to improve cash generation[217](index=217&type=chunk)[218](index=218&type=chunk) - The company anticipates that the successful implementation of these measures will improve its financial position and lead to the removal of the disclaimer of opinion in the next auditor's report[219](index=219&type=chunk) [Biographical Details of Directors](index=41&type=section&id=Biographical%20Details%20of%20Directors) [Biographical Details of Directors](index=41&type=section&id=Biographical%20Details%20of%20Directors) This section provides detailed profiles of the company's directors, highlighting their professional experience and relationships - Executive Director **Mr. Wang Jianqing (aged 56)** has extensive experience in the energy and trading industries and serves as both Chairman and Chief Executive Officer[221](index=221&type=chunk) - Executive Director **Mr. Bao Jun (aged 57)** has over 20 years of experience in project investment, construction, and operational management[223](index=223&type=chunk) - Executive Directors **Mr. Wang Jianqing and Mr. Bao Jun are cousins**[227](index=227&type=chunk)[229](index=229&type=chunk) - The four independent non-executive directors possess deep professional backgrounds in finance, accounting, risk management, or commodity trading[225](index=225&type=chunk)[233](index=233&type=chunk)[238](index=238&type=chunk)[244](index=244&type=chunk) [Directors' Report](index=45&type=section&id=Directors'%20Report) [Directors' Report](index=45&type=section&id=Directors'%20Report) The report outlines the company's principal activities, discloses customer and supplier concentration, and confirms compliance with public float requirements | Concentration Metric | Percentage of Total | | :--- | :--- | | Sales to largest customer | 23% | | Sales to five largest customers | 60% | | Purchases from largest supplier | 32% | | Purchases from five largest suppliers | 67% | - The company adopted a share option scheme on 4 October 2021, but **no options have been granted** since its adoption[334](index=334&type=chunk)[348](index=348&type=chunk) - The company maintained a sufficient public float of **not less than 25%** during the fiscal year, in compliance with the Listing Rules[356](index=356&type=chunk) - There was a change of auditor, with SHINEWING (HK) CPA Limited resigning on 22 January 2025 and **Parker Randall CF (H.K.) CPA Limited** being appointed on 28 January 2025[357](index=357&type=chunk) [Independent Auditor's Report](index=62&type=section&id=Independent%20Auditor's%20Report) [Independent Auditor's Report](index=62&type=section&id=Independent%20Auditor's%20Report) The auditor issued a disclaimer of opinion on the financial statements due to material uncertainties regarding going concern and insufficient evidence on opening balances - The auditor **does not express an opinion** on the consolidated financial statements for the fiscal year[365](index=365&type=chunk) - **Basis for Disclaimer of Opinion 1: Material Uncertainty Related to Going Concern** - The Group recorded a significant loss, has substantial short-term maturing debts and defaulted loans, against minimal cash reserves, and the auditor could not obtain sufficient evidence regarding the success of the company's mitigation plans[367](index=367&type=chunk)[368](index=368&type=chunk) - **Basis for Disclaimer of Opinion 2: Opening Balances of Other Receivables** - The auditor was unable to obtain sufficient appropriate audit evidence regarding the potential impairment of prepayments of **approximately RMB 1.557 billion** to a supplier as of 31 March 2024, affecting the financial results of both FY2024 and FY2025[372](index=372&type=chunk) - The report notes that the prior year's financial statements were audited by another auditor who also issued a disclaimer of opinion due to multiple uncertainties related to going concern[373](index=373&type=chunk) [Consolidated Financial Statements](index=66&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=66&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group's loss widened significantly in FY2025, driven by a sharp revenue decline and massive impairment losses under the expected credit loss model | Item | FY2025 (RMB'000) | FY2024 (RMB'000, Restated) | | :--- | :--- | :--- | | Total operating turnover | 807,820 | 4,969,826 | | Gross profit | 44,036 | 81,595 | | Impairment losses under ECL model | (1,865,601) | (507,777) | | Loss before tax | (1,965,074) | (513,877) | | Loss for the year | (1,992,981) | (522,274) | | Loss for the year attributable to owners of the Company | (1,916,096) | (497,270) | | Basic loss per share (RMB cents) | (29.27) | (7.60) | [Consolidated Statement of Financial Position](index=69&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) The Group's balance sheet shows a severe deterioration, shifting from a net asset position to a significant capital deficiency of RMB 1.08 billion | Item | 31 March 2025 (RMB'000) | 31 March 2024 (RMB'000, Restated) | | :--- | :--- | :--- | | Total assets | 1,697,994 | 2,861,776 | | Total liabilities | 2,780,570 | 1,975,441 | | Net current (liabilities)/assets | (1,633,984) | 292,837 | | Total (capital deficiency)/equity | (1,082,576) | 886,335 | [Consolidated Statement of Cash Flows](index=73&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group's net cash used in operating activities improved significantly, but its overall cash position remains extremely tight with only RMB 10.5 million at year-end | Item | FY2025 (RMB'000) | FY2024 (RMB'000, Restated) | | :--- | :--- | :--- | | Net cash used in operating activities | (7,443) | (406,395) | | Net cash (used in)/from investing activities | (330) | 308,508 | | Net cash from financing activities | 5,322 | 35,861 | | Net decrease in cash and cash equivalents | (2,451) | (62,026) | | Cash and cash equivalents at end of year | 10,498 | 10,688 | [Notes to the Consolidated Financial Statements](index=75&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes highlight material uncertainties regarding going concern, prior year restatements, and massive impairments on receivables that drove the annual loss - **Material Uncertainty Related to Going Concern (Note 2.1)**: The Group's ability to continue as a going concern is in significant doubt due to substantial losses, large short-term maturing debts, and loan defaults, with management outlining various mitigating measures[404](index=404&type=chunk)[405](index=405&type=chunk) - **Prior Year Restatement (Note 2.2)**: Due to a change in the ECL assessment method for two major customers, the **impairment loss for FY2024 was increased by RMB 351 million**, restating the FY2024 loss from RMB 171 million to RMB 522 million[422](index=422&type=chunk)[428](index=428&type=chunk) - **Discontinued Operation (Note 12)**: The piped gas business (Huaheng Energy) was deconsolidated due to a loss of control following a dispute with partner Guizhou Gas, resulting in a confirmed loss of **approximately RMB 34.74 million**[761](index=761&type=chunk)[767](index=767&type=chunk) - **Impairment of Trade and Other Receivables (Note 26)**: An impairment loss of **RMB 1.34 billion** was recognized on prepayments to a supplier, while the credit loss allowance for trade receivables increased sharply from RMB 594 million to **RMB 1.09 billion**[863](index=863&type=chunk)[870](index=870&type=chunk) - **Default on Bank Borrowings and Guaranteed Notes (Notes 34, 36)**: As of 31 March 2025, the Group had defaulted on bank borrowings of **approximately RMB 1.043 billion**, triggering cross-defaults of **approximately RMB 72 million**, and guaranteed notes of **RMB 185 million** were overdue[889](index=889&type=chunk)[908](index=908&type=chunk) [Financial Information of Five Years](index=208&type=section&id=Financial%20Information%20of%20Five%20Years) [Financial Information of Five Years](index=208&type=section&id=Financial%20Information%20of%20Five%20Years) The five-year summary shows a trend of declining turnover after a 2022 peak and a sharp deterioration in financial health in the last two years | Item (RMB'000) | 2021 | 2022 | 2023 | 2024 (Restated) | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total operating turnover | 7,188,589 | 7,902,036 | 7,446,796 | 4,969,879 | 807,820 | | Profit (loss) for the year | 52,472 | 95,705 | (28,267) | (510,942) | (1,958,240) | | Total assets | 3,558,475 | 3,434,555 | 3,733,792 | 2,861,776 | 1,697,994 | | Total liabilities | (2,137,333) | (1,917,105) | (2,319,612) | (1,975,441) | (2,780,570) | | Net assets (liabilities) | 1,421,142 | 1,517,450 | 1,414,180 | 886,335 | (1,082,576) | [Corporate Information](index=209&type=section&id=Corporate%20Information) [Corporate Information](index=209&type=section&id=Corporate%20Information) This section provides the company's basic registration details, a list of directors, and key professional advisors - The company's auditor is **Parker Randall CF (H.K.) CPA Limited**[1034](index=1034&type=chunk) - The company is incorporated in Bermuda, with its principal place of business in Hong Kong located in North Point[1035](index=1035&type=chunk)

���� 年報 2025 年報 本年報的中、英文本已登載於本公司網站 www.mexanhk.com（「本公司網 站」）。 股東可透過本公司網站收取本公司的公司通訊（「公司通訊」），如因 任何理由在收取或獲取於本公司網站登載的年報時有困難，只要提出要 求，均可立刻獲免費發送年報的印刷本。 股東可隨時更改收取公司通訊的方式的選擇（即收取公司通訊的印刷本， 或透過本公司網站取得公司通訊），及╱或語言版本的選擇（即英文本 或中文本或中、英文本）。 股東可以書面通知本公司的香港股份過戶登記分處卓佳證券登記有限公 司（地址為香港夏愨道 16 號遠東金融中心 17 樓），或以電郵致本公司 的香港股份過戶登記分處（電郵地址為 is-ecom@vistra.com）提出收取年報 印刷本的要求，及╱或更改收取公司通訊的方式及╱或語言版本的選擇。 目錄 二零二五年年報 01 公司資料 2 主席報告書 3 管理層討論及分析 6 企業管治報告書 12 董事會報告書 33 獨立核數師報告 49 綜合損益及其他全面收益表 55 綜合財務狀況表 57 綜合權益變動表 59 綜合現金流量表 60 綜合財務報表附註 62 五年財務概要 131 ...

NEW CONCEPTS HOLDINGS LIMITED Stock Code 股份代 號 : 2221 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司 ） 年報 NEW CO N C E P T S HO L DING S LIMITE D ANNUAL REPO R T 2025 年報 NEW CONCEPTS HOLDINGS LIMITED www.primeworld-china.com CONTENTS 目錄 | Corporate Information | 2 | | --- | --- | | 公司資料 | | | Chairman's Statement | 4 | | 主席報告 | | | Management Discussion and Analysis | 7 | | 管理層討論及分析 | | | Biographical Details of the Directors and | 38 | | Senior Management | | | 董事及高級管理人員的履歷詳情 | ...

2024-2025 年度報告 ANNUAL REPORT 2024-2025 ANNUAL REP O R T 2024-2025 年度報 告 目 錄 2 公司資料 4 主席報告 5 管理層討論與分析 12 環境、社會及管治報告 38 企業管治及其他資料 51 董事及高級管理層履歷 55 董事報告 67 獨立核數師報告 75 綜合損益及其他全面收益表 76 綜合財務狀況表 78 綜合權益變動表 79 綜合現金流量表 81 綜合財務報表附註 144 財務資料概要 VICON HOLDINGS LIMITED 2024-2025 年度報告 公司資料 董事會 執行董事 鄒國俊先生 （主席及行政總裁） 梁慶威先生 獨立非執行董事 葉家麒先生 謝嘉政先生 陳偉傑先生 譚鈺渝女士（於二零二四年十一月二十八日獲委任） 董事委員會 審核委員會 謝嘉政先生 （主席） 葉家麒先生 陳偉傑先生 譚鈺渝女士（於二零二四年十一月二十八日獲委任） 提名委員會 鄒國俊先生 （主席） 葉家麒先生 謝嘉政先生 薪酬委員會 葉家麒先生 （主席） 鄒國俊先生 陳偉傑先生 譚鈺渝女士（於二零二四年十一月二十八日獲委任） 公司秘書 梁卓禧先生 （香港 ...

2025 Annual Report 年報 2025 ANNUAL REPORT 年 報 C M Y CM MY CY CMY K Captial Realm Financial AR2025 Cover V02A 11.5mm OP.pdf 1 29/7/2025 上午10:54 CONTENTS 目錄 | Corporate Information | 2 | | --- | --- | | 公司資料 | | | Financial Highlights | 6 | | 財務摘要 | | | Management Discussion and Analysis | 7 | | 管理層討論與分析 | | | Biographical Details of Directors and Senior Management | 11 | | 董事及高級管理層履歷 | | | Report of the Directors | 16 | | 董事報告 | | | Environmental, Social and Governance Report | 39 | | 環境、社會及管治報告 | | | Corpora ...

[Company Information](index=3&type=section&id=公司資料) This section provides an overview of the company's fundamental details, including board composition, committee structures, auditors, and principal business locations, highlighting significant personnel changes during the period - The report outlines the company's basic information, including board members, committee compositions, auditors, and principal places of business, noting significant personnel changes, such as resignations, retirements, and new appointments of multiple directors, committee members, and the company secretary during the reporting period[5](index=5&type=chunk)[6](index=6&type=chunk)[117](index=117&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=管理層討論及分析) [Financial Performance](index=6&type=section&id=財務表現) For the year ended March 31, 2025, the Group's revenue decreased by 20.6% to HKD 17.6 million, with a significant 99.0% reduction in other income and gains, leading to an expanded loss attributable to owners of HKD 14.9 million Financial Performance Summary | Indicator | Year Ended March 31, 2025 (HKD thousands) | Year Ended March 31, 2024 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 17,600 | 22,100 | -20.6% | | Other Income and Gains | 100 | 8,600 | -99.0% | | Subcontractor Costs | (13,200) | (16,300) | -18.6% | | Finance Costs | (2,100) | (5,000) | -58.4% | | Loss Attributable to Owners of the Company | (14,900) | (6,800) | +119.1% | - The primary reasons for the expanded annual loss were (i) decreased revenue and (ii) a substantial reduction in other income and gains[11](index=11&type=chunk) [Business Performance and Prospects](index=6&type=section&id=業務表現及前景) The Group's core OTT service revenue declined to HKD 17.6 million due to increased market competition and shifting consumer behavior, yet the Group remains optimistic, planning to leverage its platform for content development and pursue strategic investments - Annual revenue from OTT services was approximately **HKD 17.6 million**, a decrease from HKD 22.1 million last year, primarily due to reduced subscriptions caused by intensified market competition and changes in consumer entertainment habits[12](index=12&type=chunk) - The Group plans to leverage its OTT platform advantages to continue developing media content and will seek investments or acquisitions of promising companies or projects to achieve business expansion and shareholder value creation in the future[13](index=13&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=7&type=section&id=流動資金、財務資源及資本結構) As of March 31, 2025, the Group was in a net deficit position of HKD 65.7 million attributable to owners, with current liabilities of HKD 59.5 million significantly exceeding current assets of HKD 3.0 million, indicating severe liquidity pressure and total borrowings of approximately HKD 24.0 million Financial Position Indicators | Financial Position Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Deficit Attributable to Owners | (65,700) | (50,900) | | Current Assets | 3,000 | 18,400 | | - Of which Bank Balances and Cash | 300 | 13,900 | | Current Liabilities | 59,500 | 42,300 | | Total Borrowings | 24,000 | 31,200 | - The debt-to-equity ratio is not applicable as the company recorded a deficit attributable to owners for both March 31, 2024, and March 31, 2025[19](index=19&type=chunk) [Employees and Remuneration Policy](index=7&type=section&id=僱員及薪酬政策) As of March 31, 2025, the Group employed 20 staff, an increase of 5 from the previous year, with total annual staff costs of approximately HKD 6.6 million, while maintaining its remuneration policy and share option scheme - As of March 31, 2025, the Group had **20 employees** (2024: 15 employees), with total annual staff costs (including directors' emoluments) of approximately **HKD 6.6 million** (2024: HKD 7.7 million)[23](index=23&type=chunk) [Use of Proceeds](index=8&type=section&id=所得款項用途) The Group completed a placement in October 2023, raising net proceeds of approximately HKD 23.01 million, which as of March 31, 2025, have been fully utilized as planned for OTT content acquisition, general working capital, and staff and administrative expenses Use of Net Proceeds from Placement | Use of Net Proceeds from Placement | Original Allocation (HKD millions) | Total Utilized as of March 31, 2025 (HKD millions) | Unutilized Amount (HKD millions) | | :--- | :--- | :--- | :--- | | Purchase of OTT Service Content | 5 | 5 | – | | Production of Concerts | 7 | 0 | – | | General Working Capital | 11 | 18 | – | | Payment of Staff Costs and Administrative Expenses | – | 2.6 | – | | **Total** | **23** | **23** | **–** | [Biographies of Directors and Senior Management](index=8&type=section&id=董事及高級管理層履歷) This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, educational background, professional qualifications, and extensive industry experience - This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, educational background, professional qualifications, and extensive experience in relevant industries[32](index=32&type=chunk)[33](index=33&type=chunk)[36](index=36&type=chunk) [Corporate Governance Report](index=10&type=section&id=企業管治報告) [Corporate Governance Practices](index=11&type=section&id=企業管治常規) The company is committed to maintaining high corporate governance standards, adopting the GEM Listing Rules' Corporate Governance Code, and largely complied with its provisions during the reporting period, with one deviation regarding the absence of a Board Chairman - The company has not appointed a Board Chairman, with some of the functions jointly performed by three executive directors, Ms. Wang Ziqi, Mr. Zhuang Dongxin, and Mr. Gao Zhiqiao, which deviates from the Corporate Governance Code's recommendation for separation of Chairman and Chief Executive Officer roles[40](index=40&type=chunk) [Board of Directors](index=12&type=section&id=董事會) The Board of Directors is responsible for the Group's strategy and policies, comprising three executive and three independent non-executive directors as of March 31, 2025, with frequent changes and high attendance at 15 meetings during the year, and all directors participated in continuous professional development training - During the reporting year, there were frequent changes in the Board's personnel, including the resignation/re-designation of **2 executive directors**, the resignation/retirement of **3 independent non-executive directors**, and the appointment of **3 new independent non-executive directors**[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk)[56](index=56&type=chunk) - For the financial year ended March 31, 2025, the Board held **15 meetings**, with all incumbent directors maintaining a very high attendance rate[57](index=57&type=chunk) [Material Uncertainties Related to Going Concern and Action Plans and Measures](index=15&type=section&id=有關持續經營的重大不明朗因素以及行動計劃及措施) The auditor issued a "disclaimer of opinion" on the consolidated financial statements due to insufficient audit evidence regarding significant uncertainties about the company's going concern, yet management and the audit committee deem the going concern assumption appropriate, having formulated a comprehensive action plan to address liquidity issues - The auditor issued a "disclaimer of opinion" on the consolidated financial statements for the 2025 financial year due to an inability to obtain sufficient audit evidence regarding the appropriateness of the going concern assumption[69](index=69&type=chunk) - Management has formulated and implemented a series of measures to address the disclaimer of opinion, including actively responding to winding-up petitions (one of which has been settled and withdrawn), negotiating extensions with existing lenders, exploring various fundraising options including advances from major shareholders, and enhancing operational efficiency through cost control[73](index=73&type=chunk)[74](index=74&type=chunk) - The Audit Committee has reviewed and concurred with management's view that preparing the financial statements on a going concern basis is appropriate, understanding the auditor's inability to express an opinion due to scope limitations[71](index=71&type=chunk) [Risk Management and Internal Control](index=17&type=section&id=風險管理及內部監控) The Board is responsible for maintaining effective risk management and internal control systems, reviewed annually, with the Audit Committee overseeing the process; the Group has established a comprehensive risk management framework, and no significant deficiencies were found in the internal audit this year - The Group has undertaken internal audit functions, and no significant deficiencies or weaknesses were identified in the internal control system for the year ended March 31, 2025[80](index=80&type=chunk) [Board Committees](index=18&type=section&id=董事會委員會) The company has established Remuneration, Nomination, and Audit Committees to assist the Board, each chaired by an independent non-executive director with clear written terms of reference, and all committees held meetings during the reporting period to fulfill their review and recommendation functions - The company has three committees: Remuneration, Nomination, and Audit, all chaired by independent non-executive directors, and they held meetings during the reporting period to fulfill their responsibilities[84](index=84&type=chunk)[88](index=88&type=chunk)[94](index=94&type=chunk) [Shareholders' Rights](index=26&type=section&id=股東權利) The company safeguards shareholders' rights, allowing shareholders holding at least 10% of the paid-up capital to requisition an extraordinary general meeting, and provides various channels for shareholder inquiries and communication - Shareholders holding not less than one-tenth of the company's paid-up capital have the right to issue a written request to the Board to convene an extraordinary general meeting[119](index=119&type=chunk) [Directors' Report](index=26&type=section&id=董事會報告) [Principal Activities and Segment Information](index=27&type=section&id=主要業務及分部資料) The company primarily engages in investment holding, with its subsidiaries mainly providing OTT internet entertainment video services in Hong Kong, constituting a single business segment, thus no further detailed segment analysis is provided - The company is an investment holding company, and its subsidiaries' principal business is providing OTT services[126](index=126&type=chunk) [Major Customers and Suppliers](index=28&type=section&id=主要客戶及供應商) For the year ended March 31, 2025, the Group's top five suppliers accounted for 22.89% of total purchases, with the largest supplier accounting for 7.63%; major customer information was not disclosed as revenue from the top five customers was less than 30% of total revenue - The top five suppliers accounted for approximately **22.89%** of total purchases, with the largest supplier accounting for approximately **7.63%**[136](index=136&type=chunk) - Revenue attributable to the top five customers was less than **30%** of total revenue, thus no disclosure was made[137](index=137&type=chunk) [Major Shareholders](index=30&type=section&id=主要股東) Based on disclosures of interests as of March 31, 2025, Mr. Lui Yu Kin, Mr. Cheng Chi Hang, and Ms. Chan Chui Ping are the company's major shareholders, holding 17.29%, 6.67%, and 5.00% of the issued share capital, respectively Major Shareholders as of March 31, 2025 | Shareholder Name | Capacity | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Lui Yu Kin | Beneficial Owner | 22,376,000 | 17.29% | | Cheng Chi Hang | Beneficial Owner | 8,628,500 | 6.67% | | Chan Chui Ping | Beneficial Owner | 6,472,500 | 5.00% | [Share Option Scheme](index=31&type=section&id=購股權計劃) The company adopted a share option scheme in 2014 to incentivize contributors, with an authorized limit of 10% of issued share capital and a 1% individual participant cap within 12 months; as of March 31, 2025, no outstanding share options remained unexercised - There were no changes in share options during the year ended March 31, 2025, and no share options remained unexercised as of March 31, 2024, and March 31, 2025[158](index=158&type=chunk) [Environmental, Social and Governance Report](index=34&type=section&id=環境、社會及管治報告) [ESG Governance and Materiality Assessment](index=37&type=section&id=ESG管治與重要性評估) The Board is responsible for the Group's ESG strategy and reporting, identifying key ESG issues through stakeholder engagement, with 10 highly material issues identified this year, including intellectual property, cybersecurity, talent management, supply chain, and customer satisfaction - The Board is responsible for assessing and determining the Group's ESG-related risks and ensuring that appropriate and effective ESG risk management and internal control systems are in place[190](index=190&type=chunk) - Through the materiality assessment, the Group identified **10 highly material ESG issues**, including: intellectual property, cybersecurity, talent acquisition and retention, supply chain management, changes in consumer preferences, impact of technological innovation, anti-corruption compliance, customer satisfaction, employee development and training, and occupational health and safety[204](index=204&type=chunk)[206](index=206&type=chunk) [A. Environment](index=41&type=section&id=A.%20環境) The Group is committed to environmental protection and compliance, with minimal direct environmental impact due to its business nature; reported Scope 3 GHG emissions were 2.18 tonnes of CO2e, and green office practices along with climate change policies are in place Environmental Performance Data | Emission Category | Unit | Year Ended March 31, 2025 | Year Ended March 31, 2024 | | :--- | :--- | :--- | :--- | | Greenhouse Gas Emissions (Scope 3) | tonnes of CO2 equivalent | 2.18 | 2.19 | | Non-hazardous Waste (General Office Waste) | tonnes | 0.11 | 0.12 | - The Group has identified climate-related physical risks (e.g., extreme weather) and transition risks (e.g., market, technological risks) and has developed response measures, including data backup, emergency management plans, and strengthening business resilience[226](index=226&type=chunk)[227](index=227&type=chunk)[229](index=229&type=chunk) [B. Society](index=46&type=section&id=B.%20社會) On the social front, the Group focuses on employee well-being, health and safety, supply chain management, product responsibility, and anti-corruption; as of the reporting period end, the Group had 20 full-time employees with a 35% turnover rate, no work-related injuries in three years, and strict policies on labor standards, data protection, and anti-corruption Employment Indicators | Employment Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Employees | 20 | 15 | | Employee Turnover Rate | 35% | 47% | - There were no work-related injuries or fatalities in the past three years, including the reporting period[240](index=240&type=chunk) - The Group has established strict data protection and privacy policies and complies with the Personal Data (Privacy) Ordinance; no significant complaints regarding customer privacy infringement or loss of customer data were received during the reporting period[249](index=249&type=chunk) - The Group maintains a zero-tolerance stance on corruption and bribery, has established a code of conduct, and provides anti-corruption training to employees; no corruption lawsuits were filed against the Group or its employees during the reporting period[256](index=256&type=chunk)[260](index=260&type=chunk)[262](index=262&type=chunk) [Independent Auditor's Report](index=59&type=section&id=獨立核數師報告) The auditor issued a "disclaimer of opinion" on the Group's consolidated financial statements for the year ended March 31, 2025, primarily due to significant uncertainties regarding the Group's ability to continue as a going concern - The auditor issued a "disclaimer of opinion" on the Group's consolidated financial statements for the year ended March 31, 2025[281](index=281&type=chunk) - The basis for the "disclaimer of opinion" is the auditor's inability to obtain sufficient appropriate audit evidence to assess the effectiveness of management's measures (such as negotiating with lenders, obtaining new financing, shareholder support, and improving profitability) to address liquidity pressures, given significant uncertainties that may cast substantial doubt on the Group's ability to continue as a going concern, including net losses, current liabilities exceeding current assets, loan defaults, and winding-up petitions[282](index=282&type=chunk)[283](index=283&type=chunk)[286](index=286&type=chunk) [Consolidated Financial Statements](index=62&type=section&id=綜合財務報表) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=63&type=section&id=綜合損益及其他全面收益表) For the year ended March 31, 2025, the Group's revenue was HKD 17.55 million, a year-on-year decrease, with the annual loss expanding to HKD 15.22 million due to increased impairment loss on goodwill and reduced other income, resulting in a loss attributable to owners of HKD 14.88 million and basic loss per share of HKD 11.49 cents Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Indicator (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 17,551 | 22,110 | | Loss Before Income Tax | (15,224) | (5,928) | | Loss for the Year | (15,224) | (5,928) | | Loss Attributable to Owners of the Company | (14,876) | (6,763) | | Basic Loss Per Share (HKD cents) | (11.49) | (5.77) | [Consolidated Statement of Financial Position](index=64&type=section&id=綜合財務狀況表) As of March 31, 2025, the Group's financial position deteriorated further, with total assets significantly reduced to HKD 3.54 million and total liabilities at HKD 73.61 million; net current liabilities expanded to HKD 56.52 million, and total deficit increased to HKD 70.07 million, indicating severe insolvency Consolidated Statement of Financial Position Summary | Indicator (HKD thousands) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 575 | 6,541 | | Current Assets | 2,964 | 18,444 | | **Total Assets** | **3,539** | **24,985** | | Current Liabilities | 59,483 | 42,342 | | Non-current Liabilities | 14,124 | 37,493 | | **Total Liabilities** | **73,607** | **79,835** | | **Net Current Liabilities** | **(56,519)** | **(23,898)** | | **Total Deficit** | **(70,068)** | **(54,850)** | [Consolidated Statement of Cash Flows](index=67&type=section&id=綜合現金流量表) For the year ended March 31, 2025, the Group experienced a net cash outflow from operating activities of HKD 4.67 million and from financing activities of HKD 8.82 million, primarily for loan repayments, resulting in a net decrease in cash and cash equivalents of HKD 13.54 million, with an ending balance of only HKD 0.325 million, indicating extremely tight cash liquidity Consolidated Statement of Cash Flows Summary | Indicator (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (4,666) | (5,812) | | Net Cash (Used in)/From Investing Activities | (54) | 73 | | Net Cash (Used in)/From Financing Activities | (8,821) | 17,195 | | Net (Decrease)/Increase in Cash and Cash Equivalents | (13,541) | 11,456 | | Cash and Cash Equivalents at Year End | 325 | 13,860 | [Notes to the Consolidated Financial Statements](index=67&type=section&id=綜合財務報表附註) [Going Concern Assessment](index=69&type=section&id=持續經營評估) The notes reiterate significant doubts about the company's going concern ability, citing net losses, severe insolvency, loan defaults, and winding-up petitions; the Board has formulated measures including debt extensions, new financing, shareholder support, and cost control, believing the company can continue as a going concern, though success remains highly uncertain - As of March 31, 2025, the Group recorded a net loss of approximately **HKD 15.22 million**, with current liabilities exceeding current assets by approximately **HKD 56.52 million**, and total liabilities exceeding total assets by approximately **HKD 70.07 million**[313](index=313&type=chunk) - The Group defaulted on approximately **HKD 9.98 million** in borrowings and faces a winding-up petition for failing to settle a judgment sum of approximately **HKD 11.60 million**, indicating material uncertainties that may cast significant doubt on its ability to continue as a going concern[313](index=313&type=chunk) - The Board has formulated measures (negotiating with lenders, seeking new financing, obtaining major shareholder support, tightening costs) to address liquidity pressures and believes the Group will have sufficient financial resources to continue as a going concern, but the success of these measures depends on future events and involves inherent uncertainties[317](index=317&type=chunk)[318](index=318&type=chunk) [Impairment of Goodwill](index=97&type=section&id=商譽減值) Due to decreased OTT service revenue, the Group recognized an additional impairment loss of HKD 6.27 million on goodwill related to OTT services this year, fully impairing it to a carrying amount of zero - An impairment loss on goodwill of **HKD 6.27 million** was recognized this year (2024: HKD 2.264 million) due to reduced OTT service revenue[442](index=442&type=chunk) - As of March 31, 2025, the carrying amount of goodwill has been reduced to **zero**[441](index=441&type=chunk) [Borrowings and Litigation](index=101&type=section&id=借貸與訴訟) As of the reporting period end, the Group's total borrowings were approximately HKD 24.0 million, with about HKD 9.98 million in default; the Group faces two significant legal actions: a winding-up petition for an unpaid judgment sum of HKD 11.60 million, which the company is appealing, and another winding-up petition for HKD 6.10 million debt, which was settled and withdrawn post-reporting period - As of March 31, 2025, the company was in default on three borrowings totaling approximately **HKD 9.98 million**[459](index=459&type=chunk) - Ms. Yu Yining filed a winding-up petition against the company on June 13, 2025, for failure to settle a judgment sum of approximately **HKD 11.60 million**; the company is appealing this judgment[504](index=504&type=chunk)[506](index=506&type=chunk) - Grand Harbour Limited had filed a winding-up petition for approximately **HKD 6.10 million** in debt, but a settlement agreement was reached in May 2025, and the petition has since been withdrawn[507](index=507&type=chunk)[508](index=508&type=chunk)[509](index=509&type=chunk) [Five-Year Financial Summary](index=116&type=section&id=五年財務摘要) The five-year financial summary indicates a continuous decline in the Group's revenue since 2022, with the company recording losses for five consecutive years and its total deficit expanding from HKD 67.16 million in 2021 to HKD 70.07 million in 2025, reflecting a continuous deterioration in financial health - The five-year financial summary shows a continuous decline in the Group's revenue since 2022; the company has recorded losses for **five consecutive years**, and its total deficit (degree of insolvency) expanded from **HKD 67.16 million** in 2021 to **HKD 70.07 million** in 2025, indicating a continuous deterioration in financial health[522](index=522&type=chunk) Five-Year Financial Summary | Indicator (HKD thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 17,551 | 22,110 | 23,993 | 36,184 | 32,837 | | Loss for the Year | (15,224) | (5,928) | (12,492) | (27,867) | (7,137) | | **Assets and Liabilities** | | | | | | | Total Assets | 3,539 | 24,985 | 17,939 | 24,789 | 34,617 | | Total Liabilities | (73,607) | (79,835) | (89,880) | (87,539) | (101,774) | | **Total Deficit** | **(70,068)** | **(54,850)** | **(71,941)** | **(62,750)** | **(67,157)** |

[GLOSSARY](index=3&type=section&id=GLOSSARY) Provides definitions for key terms used throughout the report [CORPORATE INFORMATION](index=7&type=section&id=CORPORATE%20INFORMATION) Presents essential corporate details including board composition and company registration information [Directors and Committees](index=7&type=section&id=Directors%20and%20Committees) Details the composition of the Board of Directors and its sub-committees, ensuring effective corporate governance - The Board of Directors comprises 4 Executive Directors (Mr. Wang Linbing as Chairman, CEO, and General Manager; Mr. Shi Feng as Vice Chairman; Mr. Wang Lei; Ms. Gao Lan), 1 Non-executive Director (Mr. Chan Kin Sang), and 3 Independent Non-executive Directors (Mr. Xie Gang, Mr. He Dingding, Mr. Wong Ping Kuen)[13](index=13&type=chunk)[14](index=14&type=chunk) - Mr. Wong Ping Kuen chairs the Audit Committee, while Mr. Xie Gang chairs both the Remuneration Committee and the Nomination Committee[13](index=13&type=chunk)[14](index=14&type=chunk) [Company Details](index=8&type=section&id=Company%20Details) Outlines the company's listing status, headquarters, and share registrar details - The company's shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited, with stock code 01663[16](index=16&type=chunk)[17](index=17&type=chunk) - The company's headquarters and principal place of business in China are located at 25th and 26th Floors, Hangang Kaixuan Center, 1568 Honggu Avenue, Honggutan Central District, Nanchang City, Jiangxi Province[16](index=16&type=chunk)[18](index=18&type=chunk) - The principal place of business in Hong Kong is located at Room 1215, Block B, Hung Hom Commercial Centre, 37-39 Ma Tau Wai Road, Hung Hom, Kowloon, Hong Kong[16](index=16&type=chunk)[18](index=18&type=chunk) [FINANCIAL HIGHLIGHTS](index=9&type=section&id=FINANCIAL%20HIGHLIGHTS) Summarizes the company's key financial performance and position for the reporting period [Key Financial Metrics](index=9&type=section&id=Key%20Financial%20Metrics) Presents a comparative overview of revenue, profit, net assets, cash, and gearing ratio for FY2025 and FY2024 2025 Financial Year Key Financial Data (RMB thousands) | Indicator | 2025 Financial Year | 2024 Financial Year | | :--- | :--- | :--- | | Revenue | 525,967 | 891,657 | | Profit attributable to owners of the company | 18,897 | 52,453 | | Net assets | 1,953,265 | 2,010,338 | | Cash and cash equivalents | 97,234 | 88,224 | | Capital-to-debt ratio | 28.6% | 26.2% | - Revenue for the 2025 financial year decreased by **41.0%** compared to the 2024 financial year[41](index=41&type=chunk)[43](index=43&type=chunk) - Profit attributable to owners of the company for the 2025 financial year decreased by **64.0%** compared to the 2024 financial year[746](index=746&type=chunk)[1244](index=1244&type=chunk) [CHAIRMAN'S STATEMENT](index=10&type=section&id=CHAIRMAN'S%20STATEMENT) The Chairman's overview of the company's performance, market environment, strategic initiatives, and future outlook [Environmental Factors and Business Review](index=10&type=section&id=Environmental%20Factors%20and%20Business%20Review) Discusses the challenging economic and real estate market conditions in China, impacting property sales and profitability, and the company's response - In 2024, China's real estate market continued its deep adjustment, with declines in real estate development investment and commercial housing sales area, leading to significant national inventory pressure[27](index=27&type=chunk)[29](index=29&type=chunk) - The delivery cycle of the company's residential projects was affected, such as a gap period after the concentrated delivery of "Hangang Guanlan" Phase II, resulting in a phased reduction in property sales revenue and pressure on profitability[28](index=28&type=chunk)[30](index=30&type=chunk) - To ensure stable development, the company has implemented organizational streamlining and cost-saving measures to optimize operational efficiency and concentrate resources on core businesses[31](index=31&type=chunk)[33](index=33&type=chunk) [Big Health Segment](index=11&type=section&id=Big%20Health%20Segment) Highlights the "Big Health" segment as a key growth area, diversifying risk from the real estate sector and creating new opportunities - The "Big Health" segment is a key development area for the Group, with the establishment of Pingxiang Ganghua Dental Hospital Co., Ltd. in 2023 laying the foundation for building a chain of specialized dental hospitals[32](index=32&type=chunk)[34](index=34&type=chunk) - The "Big Health" business serves to diversify operational risks and seek new growth opportunities amidst the uncertain prospects of the real estate industry[32](index=32&type=chunk)[34](index=34&type=chunk) [Future Prospects](index=12&type=section&id=Future%20Prospects) Outlines the company's strategic direction, focusing on property destocking, stable healthcare revenue, and new policy-aligned initiatives to enhance shareholder value - The Group will continue to adhere to the development strategy of "Property as foundation, diversified advancement"[36](index=36&type=chunk)[38](index=38&type=chunk) - In the future, the company will leverage policy windows to orderly promote property destocking, cultivate stable revenue through the scale effect of medical services, and align with national policies to deploy new pilot projects[36](index=36&type=chunk)[38](index=38&type=chunk) - Management will adhere to debt ratio and cash reserve bottom lines, safeguarding long-term shareholder value with pragmatic strategies[36](index=36&type=chunk)[38](index=38&type=chunk) [MANAGEMENT DISCUSSION AND ANALYSIS](index=13&type=section&id=MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS) Provides a detailed analysis of the company's financial performance, position, liquidity, and risk factors for the reporting period [Review of Financial Results for FY2025 Compared to FY2024](index=13&type=section&id=Review%20of%20Financial%20Results%20for%20FY2025%20Compared%20to%20FY2024) Analyzes the significant decline in revenue, changes in gross profit margin, and increased finance costs, leading to a substantial decrease in profit 2025 Financial Year vs. 2024 Financial Year Financial Performance Comparison (RMB thousands) | Indicator | 2025 Financial Year | 2024 Financial Year | Change Percentage | | :--- | :--- | :--- | :--- | | Revenue | 525,967 | 891,657 | (41.0%) | | Revenue from sales of properties for sale | 466,735 | 831,784 | (43.9%) | | CMC related services income | 5 | 1,663 | (99.7%) | | Dental medical services income | 11,289 | 11,092 | 1.8% | | Rental income | 47,938 | 47,118 | 1.7% | | Cost of sales | (321,605) | (595,628) | (46.0%) | | Gross profit margin | 38.9% | 33.2% | 5.7 percentage points | | Other income and other gains and losses (net) | (28,361) | (25,244) | (12.3%) | | Selling and distribution expenses | (23,883) | (46,000) | (48.1%) | | Administrative expenses | (59,180) | (68,600) | (13.7%) | | Finance costs | (17,013) | (11,461) | 48.4% | | Profit before income tax | 75,925 | 144,759 | (47.5%) | | Income tax expense | (63,390) | (113,354) | (44.1%) | | Profit for the year | 12,535 | 31,405 | (60.1%) | - Gross profit margin increased from **33.2%** in FY2024 to **38.9%** in FY2025, primarily due to a higher proportion of rental income, which has a higher gross profit margin than residential unit sales[50](index=50&type=chunk)[51](index=51&type=chunk) - The increase in finance costs was mainly due to a decrease in interest expenses capitalized to properties under development in FY2025[55](index=55&type=chunk)[60](index=60&type=chunk) [Review of Financial Position as at 31 March 2025](index=16&type=section&id=Review%20of%20Financial%20Position%20as%20at%2031%20March%202025) Reviews changes in key balance sheet items, including decreases in property, plant & equipment, investment properties, and properties for sale, alongside increases in properties under development As at 31 March 2025, Major Balance Sheet Item Changes (RMB thousands) | Indicator | As at 31 March 2025 | As at 31 March 2024 | Change Percentage | | :--- | :--- | :--- | :--- | | Property, plant and equipment | 41,300 | 56,300 | (26.7%) | | Investment properties | 1,438,900 | 1,537,000 | (6.4%) | | Financial assets at fair value through other comprehensive income | 7,700 | 5,700 | 35.1% | | Pledged deposits | 54,500 | 54,300 | 0.4% | | Properties under development | 1,049,400 | 1,021,200 | 2.8% | | Properties for sale | 474,300 | 765,300 | (38.0%) | | Prepayments and other receivables | 479,600 | 572,200 | (16.2%) | | Accounts payable | 26,400 | 16,000 | 65.0% | | Accruals and other payables | 169,600 | 239,700 | (29.2%) | | Contract liabilities | 512,700 | 929,000 | (44.9%) | | Deferred tax liabilities | 108,100 | 119,400 | (9.5%) | - The decrease in investment properties was mainly due to the net effect of early termination of leasehold properties held for sub-leasing under operating leases and fair value losses[71](index=71&type=chunk) - The increase in properties under development was primarily due to the ongoing construction of Hangang Runyuan in Leping City, China[74](index=74&type=chunk) - The decrease in contract liabilities was mainly due to the handover of Hangang Guanlan Phase II[86](index=86&type=chunk) [Liquidity and Financial Resources](index=18&type=section&id=Liquidity%20and%20Financial%20Resources) Details the company's cash flows from operating, investing, and financing activities, along with changes in total borrowings and the capital-to-debt ratio 2025 Financial Year Cash Flow and Borrowing Situation (RMB millions) | Indicator | 2025 Financial Year | 2024 Financial Year | | :--- | :--- | :--- | | Net cash inflow/(outflow) from operating activities | 82.2 | (24.2) | | Net cash inflow/(outflow) from investing activities | 1.2 | (9.1) | | Net cash outflow/(inflow) from financing activities | (75.5) | 20.3 | | Total borrowings | 565.0 | 532.0 | | Capital-to-debt ratio | 28.6% | 26.2% | - The net cash inflow from operating activities was mainly due to a decrease in prepayments and other receivables[93](index=93&type=chunk) - The net cash outflow from financing activities was primarily offset by new loans obtained, repayment of loan principal and interest, and dividend payments to non-controlling interests[94](index=94&type=chunk) - The effective annual interest rate for bank loans ranged from **4.45% to 7.05%**[95](index=95&type=chunk)[98](index=98&type=chunk) [Foreign Currency Risk](index=20&type=section&id=Foreign%20Currency%20Risk) Explains that foreign currency risk is minimal as most transactions are in RMB, with exposure primarily from HKD and USD denominated balances - The Group's majority of transactions are denominated in RMB, with foreign currency exchange rate risk arising from certain cash and bank balances, other receivables, and other payables denominated in HKD and USD[102](index=102&type=chunk)[107](index=107&type=chunk) - The Group does not use derivative financial instruments to hedge its foreign currency risk but reviews it regularly[102](index=102&type=chunk)[107](index=107&type=chunk) [Material Acquisition and Disposal](index=20&type=section&id=Material%20Acquisition%20and%20Disposal) Reports the disposal of a subsidiary for RMB 8.56 million and the early termination of a lease agreement, neither constituting a discloseable transaction - On December 11, 2024, Hangzhou Hangang Commercial Management Co., Ltd. disposed of its 100% equity interest in its subsidiary, Hangzhou Gangyu Enterprise Management Co., Ltd., for a consideration of **RMB 8,560,000**[103](index=103&type=chunk)[108](index=108&type=chunk) - On December 27, 2024, Hangzhou Gangze Enterprise Management Co., Ltd. prematurely terminated its house lease agreement[105](index=105&type=chunk)[109](index=109&type=chunk) - The applicable percentage ratios for both transactions were less than 5%, thus not constituting discloseable transactions under Chapter 14 of the Listing Rules[104](index=104&type=chunk)[106](index=106&type=chunk)[109](index=109&type=chunk) [Other Corporate Information](index=21&type=section&id=Other%20Corporate%20Information) Provides additional corporate details including no post-balance sheet events, no major investments or contingent liabilities, reduced employee count, and high pre-sale ratio for a residential project - There were no post-balance sheet events, nor any significant investments or material contingent liabilities held in FY2025[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) - As of March 31, 2025, the Group had **268 employees**, a decrease from 331 in the previous year[113](index=113&type=chunk)[117](index=117&type=chunk) - Employee costs (including directors' emoluments) for FY2025 were approximately **RMB 44.1 million**[113](index=113&type=chunk)[117](index=117&type=chunk) - As of June 23, 2025, the pre-sale ratio for residential units in Yichun Hangang Guanlan Phase II was **99%**[119](index=119&type=chunk)[120](index=120&type=chunk) [Future Outlook and Proposed Final Dividend](index=23&type=section&id=Future%20Outlook%20and%20Proposed%20Final%20Dividend) Outlines the company's commitment to diversified development, strengthening the "Big Health" segment, optimizing cost structures, and the board's decision not to recommend a final dividend - The Group will continue to deepen its diversified layout, steadily develop its "Big Health" business, and view it as a function to diversify operational risks and seek new growth opportunities[123](index=123&type=chunk)[126](index=126&type=chunk) - The company has initiated organizational streamlining and cost-saving plans to optimize operational efficiency, concentrate resources on core businesses, and strengthen its financial foundation[128](index=128&type=chunk)[132](index=132&type=chunk) - The Board has resolved not to recommend the payment of a final dividend for the 2025 financial year (2024 financial year: nil)[130](index=130&type=chunk)[134](index=134&type=chunk) [DIRECTORS' REPORT](index=25&type=section&id=DIRECTORS'%20REPORT) The Directors' report on the company's principal activities, financial results, corporate governance, and key risks [Principal Activities and Financial Results](index=25&type=section&id=Principal%20Activities%20and%20Financial%20Results) States the company's main business as investment holding and property development, reporting a profit attributable to owners and no final dividend recommendation - The principal business of the Company is investment holding, and the principal business of its subsidiaries is property development[137](index=137&type=chunk)[142](index=142&type=chunk) - The profit attributable to owners of the Company for the 2025 financial year was **RMB 18,897,000**[173](index=173&type=chunk)[746](index=746&type=chunk) - The Board has resolved not to recommend the payment of a final dividend for the 2025 financial year[138](index=138&type=chunk)[144](index=144&type=chunk) [Annual General Meeting and Share Register](index=25&type=section&id=Annual%20General%20Meeting%20and%20Share%20Register) Announces the date of the 2025 Annual General Meeting and the book closure period for share transfer registration - The 2025 Annual General Meeting is scheduled to be held at 10:00 a.m. on Friday, September 19, 2025, at Room 1215, Block B, Hung Hom Commercial Centre, 37–39 Ma Tau Wai Road, Hung Hom, Kowloon, Hong Kong[139](index=139&type=chunk)[145](index=145&type=chunk) - The share transfer registration will be suspended from Monday, September 15, 2025, to Friday, September 19, 2025[140](index=140&type=chunk)[146](index=146&type=chunk) [Business Review and Risks](index=26&type=section&id=Business%20Review%20and%20Risks) Refers to the Chairman's Statement and MD&A for business review, identifies key risks including business, policy, expansion, and financial risks, and highlights compliance and environmental efforts - The Group faces major risks including business risk (ability to identify and acquire suitable land for property development), policy and market risk (real estate industry susceptible to macroeconomic and industry policies), expansion risk (failure to expand into new business sectors), and financial risk[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) - The company has complied with all relevant laws and regulations that have a significant impact on the Group's operations and maintains good relationships with stakeholders such as employees, customers, and suppliers[159](index=159&type=chunk)[160](index=160&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) - The company adopts green building concepts in property development, submits environmental impact assessment reports before construction, and obtains approvals from relevant environmental protection bureaus upon completion[161](index=161&type=chunk)[168](index=168&type=chunk) [Financial Summary and Capital](index=27&type=section&id=Financial%20Summary%20and%20Capital) Provides a summary of the group's financial performance and position over the past five years, details profit appropriation, distributable reserves, and share capital activities - A summary of the Group's consolidated results, assets, and liabilities for the most recent five financial years has been disclosed[162](index=162&type=chunk)[169](index=169&type=chunk) - The profit attributable to owners of the Company of **RMB 18,897,000** for the 2025 financial year has been transferred to retained earnings[173](index=173&type=chunk)[180](index=180&type=chunk) - As of March 31, 2025, the company's distributable reserves to shareholders amounted to approximately **RMB 724,000**[174](index=174&type=chunk)[180](index=180&type=chunk) - During the 2025 financial year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and there are no pre-emptive rights provisions for the issuance of new shares under the Articles of Association or Bermuda law[175](index=175&type=chunk)[176](index=176&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) [Retirement Schemes and Tax Relief](index=28&type=section&id=Retirement%20Schemes%20and%20Tax%20Relief) Describes the company's retirement schemes for Hong Kong and China employees and states no knowledge of tax relief for shareholders - The Group operates a Mandatory Provident Fund Scheme for its Hong Kong employees and participates in a defined contribution retirement scheme established by the Chinese government for its employees in China[177](index=177&type=chunk)[183](index=183&type=chunk) - The Company is not aware of any tax relief or exemptions provided to its shareholders by virtue of their holding the Company's securities[178](index=178&type=chunk)[184](index=184&type=chunk) [Property, Plant and Equipment and Bank Loans](index=28&type=section&id=Property%2C%20Plant%20and%20Equipment%20and%20Bank%20Loans) Refers to specific notes in the consolidated financial statements for details on property, plant and equipment, and bank loans - Details of changes in the Group's property, plant and equipment are set out in Note 13 to the consolidated financial statements[179](index=179&type=chunk)[185](index=185&type=chunk) - Details of the Group's bank loans are set out in Note 23 to the consolidated financial statements[186](index=186&type=chunk)[189](index=189&type=chunk) [Major Customers and Suppliers](index=29&type=section&id=Major%20Customers%20and%20Suppliers) Discloses the concentration of sales to major customers and payments to major suppliers, confirming no beneficial interest from directors or major shareholders in these entities - For the 2025 financial year, sales to the Group's largest customer and five largest customers accounted for approximately **2.4%** and **3.6%** of the Group's revenue for the year, respectively[187](index=187&type=chunk)[190](index=190&type=chunk) - For the 2025 financial year, payments to the Group's largest supplier and five largest suppliers accounted for approximately **73.0%** and **88.5%** of the Group's total payments for construction contracts during the year, respectively[187](index=187&type=chunk)[191](index=191&type=chunk) - No Director or any of their close associates or any shareholder who, to the best knowledge of the Directors, owns more than 5% of the issued shares, had any beneficial interest in the Group's five largest suppliers or customers[188](index=188&type=chunk)[191](index=191&type=chunk) [Directors and Their Interests](index=29&type=section&id=Directors%20and%20Their%20Interests) Lists board members, details directors seeking re-election, confirms independence of independent non-executive directors, and discloses directors' and chief executive's interests in shares - Mr. Wang Linbing (Chairman, CEO and General Manager), Mr. Chan Kin Sang (Non-executive Director), and Mr. He Dingding (Independent Non-executive Director) will retire by rotation at the 2025 Annual General Meeting and, being eligible, offer themselves for re-election[194](index=194&type=chunk)[199](index=199&type=chunk) - The Company has received confirmation of independence from each Independent Non-executive Director and considers all Independent Non-executive Directors to be independent[195](index=195&type=chunk)[199](index=199&type=chunk) Directors' and Chief Executive's Interests in Shares (As at 31 March 2025) | Name | Capacity/Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of the Company's Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Wang Linbing | Beneficial owner | 252,259,643 | 53.36% | | | Interest of controlled corporation (Extra Good) | 1,011,885,120 | | | | Spouse's interest (Ms. Chen Xiangling) | 50,746,390 | | | Mr. Xie Gang | Spouse's interest (Ms. Wong Man Bun) | 5,902,663 | 0.24% | [Connected Transactions and Management Contracts](index=35&type=section&id=Connected%20Transactions%20and%20Management%20Contracts) Reports on continuing connected transactions (parking and office leases) that are exempt from disclosure due to their small value, and confirms no management contracts for the year - The connected transactions for the car park lease agreement and office lease agreement constitute "continuing connected transactions" as defined in Chapter 14A of the Listing Rules, and are fully exempt from the reporting, annual review, announcement, and independent shareholders' approval requirements as their annual aggregate amounts are less than **HKD 3,000,000**[227](index=227&type=chunk)[231](index=231&type=chunk) - The Independent Non-executive Directors have reviewed and confirmed that these continuing connected transactions were entered into on normal commercial terms or on terms no less favorable to the Group than those available from or to independent third parties, and are in the overall interests of the Company and its shareholders[228](index=228&type=chunk)[232](index=232&type=chunk) - During the 2025 financial year, no management and administration contracts (other than service contracts for Executive Directors) involving the whole or any substantial part of the Company's business were entered into or existed[230](index=230&type=chunk)[234](index=234&type=chunk) [Competing Business and Non-Compete Undertaking](index=36&type=section&id=Competing%20Business%20and%20Non-Compete%20Undertaking) Confirms no directors have interests in competing businesses and that the controlling shareholders have complied with their non-compete undertakings - During the 2025 financial year and up to the date of this report, no Director was considered to have an interest in any business (other than the Group's business) that directly or indirectly competes or may compete with the Group's business[236](index=236&type=chunk)[241](index=241&type=chunk) - The Company has received annual confirmations from Mr. Wang Linbing, Ms. Chen Xiangling, and Extra Good, confirming their compliance with the terms of the non-compete undertaking during the year[238](index=238&type=chunk)[242](index=242&type=chunk) [Corporate Governance and Auditor](index=37&type=section&id=Corporate%20Governance%20and%20Auditor) States the adoption of corporate governance practices, maintenance of public float, audit committee review of results, and the proposed re-appointment of BDO Limited as auditor - The principal corporate governance practices adopted by the Company are set out in the Corporate Governance Report in this annual report[245](index=245&type=chunk)[250](index=250&type=chunk) - The Board confirms that the Company has maintained a sufficient public float (i.e., at least 25% of the issued shares held by the public) during the year and as at the date of this report as required by the Listing Rules[247](index=247&type=chunk)[252](index=252&type=chunk) - The Audit Committee has discussed and reviewed the annual results, consolidated financial statements, and this annual report with management[249](index=249&type=chunk)[254](index=254&type=chunk) - BDO Limited will retire as the independent auditor, and a resolution for its re-appointment as independent auditor will be proposed at the 2025 Annual General Meeting[255](index=255&type=chunk)[256](index=256&type=chunk) [CORPORATE GOVERNANCE REPORT](index=39&type=section&id=CORPORATE%20GOVERNANCE%20REPORT) Details the company's adherence to corporate governance principles, board structure, committee functions, and risk management practices [Compliance with the Corporate Governance Code](index=39&type=section&id=Compliance%20with%20the%20Corporate%20Governance%20Code) Confirms the company's compliance with all mandatory disclosure requirements and applicable code provisions of the Corporate Governance Code - The Company has adopted and complied with all mandatory disclosure requirements and applicable code provisions set out in Section "Part 2 – Principles of Good Corporate Governance, Code Provisions and Recommended Best Practices" of the Corporate Governance Code contained in Appendix C1 to the Listing Rules during the year and thereafter up to the date of this annual report[259](index=259&type=chunk)[263](index=263&type=chunk) - The Company has adopted the revised Corporate Governance Code, applicable to financial years commencing on or after January 1, 2022, as its corporate governance practices[260](index=260&type=chunk)[264](index=264&type=chunk) [The Board of Directors](index=39&type=section&id=The%20Board%20of%20Directors) Describes the board's responsibilities, composition, diversity policy, and commitment to sufficient time and continuous professional development - The Board is primarily responsible for overseeing and supervising the management and overall performance of the Group's business affairs, establishing the Group's values and standards, and ensuring the Group has the necessary financial and human resources to achieve its objectives[261](index=261&type=chunk)[265](index=265&type=chunk) - The Board currently comprises **eight Directors**, including four Executive Directors, one Non-executive Director, and three Independent Non-executive Directors[268](index=268&type=chunk)[269](index=269&type=chunk) - The Board has adopted a Board Diversity Policy, striving to achieve diversity by considering factors such as gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service[271](index=271&type=chunk)[272](index=272&type=chunk)[274](index=274&type=chunk) - All Directors (including Independent Non-executive Directors) have devoted sufficient time and effort to the Group's affairs and participated in continuous professional development[290](index=290&type=chunk)[292](index=292&type=chunk)[294](index=294&type=chunk)[297](index=297&type=chunk) [Chairman and Chief Executive Officer](index=46&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) Explains the combined role of Chairman and CEO, a deviation from the CG Code, justified by operational efficiency, with clear division of responsibilities - Mr. Wang Linbing concurrently holds the positions of Chairman and Chief Executive Officer, which deviates from Code Provision C.2.1 of the Corporate Governance Code[303](index=303&type=chunk)[305](index=305&type=chunk) - The Board believes that having the same person serve as both Chairman and Chief Executive Officer is appropriate and in the best interests of the Company, as it facilitates the execution of the Group's business strategies and maximizes operational efficiency[303](index=303&type=chunk)[305](index=305&type=chunk) - Chairman Mr. Wang Linbing is responsible for formulating the Company's overall strategy and policies, while Vice Chairman Mr. Shi Feng is responsible for the Company's daily operations[306](index=306&type=chunk)[307](index=307&type=chunk)[311](index=311&type=chunk)[312](index=312&type=chunk) [Compliance with Model Code](index=47&type=section&id=Compliance%20with%20Model%20Code) States the adoption of the Model Code for securities transactions by directors and senior management, with all directors confirming compliance - The Company has adopted the Model Code as the code of conduct for securities transactions by Directors, senior management, and certain employees of the Group[308](index=308&type=chunk)[313](index=313&type=chunk) - Following specific inquiries made by the Company to all Directors, each Director confirmed that they have complied with the required dealing standards set out in the Model Code and the Company's code of conduct during the year[308](index=308&type=chunk)[313](index=313&type=chunk) [Directors' Responsibility for the Financial Statements](index=47&type=section&id=Directors'%20Responsibility%20for%20the%20Financial%20Statements) Affirms directors' responsibility for preparing true and fair consolidated financial statements on a going concern basis, and the auditor's reporting responsibility - The Directors acknowledge their responsibility for preparing the consolidated financial statements, which give a true and fair view of the state of affairs of the Company and the Group as at March 31, 2025, and of the Group's results and cash flows for the year then ended, and are properly prepared on a going concern basis in accordance with applicable statutory requirements and accounting standards[309](index=309&type=chunk)[314](index=314&type=chunk) - The independent auditor has also made their statement of reporting responsibilities in the Independent Auditor's Report on the consolidated financial statements[310](index=310&type=chunk)[315](index=315&type=chunk) [Board Committees](index=48&type=section&id=Board%20Committees) Details the establishment and functions of the Audit, Remuneration, and Nomination Committees, including their responsibilities for financial oversight, compensation policy, and board appointments - The Board has established an Audit Committee, a Remuneration Committee, and a Nomination Committee to oversee specific areas of the Company's affairs[317](index=317&type=chunk)[319](index=319&type=chunk) - The primary responsibilities of the Audit Committee include overseeing management's compliance, reviewing risk management and internal control systems, making recommendations on auditor appointments, and monitoring the integrity of financial statements[318](index=318&type=chunk)[321](index=321&type=chunk) - The primary responsibilities of the Remuneration Committee include formulating remuneration policies and making recommendations on the remuneration policies and structure for Directors and senior management[328](index=328&type=chunk)[331](index=331&type=chunk) - The primary responsibilities of the Nomination Committee include providing recommendations to the Board on the appointment/re-appointment of Directors, reviewing the Board's structure, size, and composition, and assessing the independence of Independent Non-executive Directors[333](index=333&type=chunk)[337](index=337&type=chunk) [Corporate Governance Functions](index=54&type=section&id=Corporate%20Governance%20Functions) States the board's responsibility for corporate governance functions, delegating risk management and internal control oversight to the Audit Committee - The Board is responsible for performing the Company's corporate governance functions in accordance with the Corporate Governance Code and has delegated the responsibility for overseeing risk management and internal control systems to the Audit Committee[344](index=344&type=chunk)[345](index=345&type=chunk)[347](index=347&type=chunk) - The Board has reviewed and performed its corporate governance functions during the year in accordance with the Corporate Governance Code[346](index=346&type=chunk)[348](index=348&type=chunk) [Attendance Record of Directors and Committee Members](index=55&type=section&id=Attendance%20Record%20of%20Directors%20and%20Committee%20Members) Provides a table summarizing the attendance records of directors and committee members at board, committee, and general meetings for the reporting period Attendance Record of Directors and Committee Members (2025 Financial Year) | Director Name | Board Meetings | Audit Committee | Remuneration Committee | Nomination Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Wang Linbing | 4/4 | Not applicable | 1/1 | Not applicable | 1/1 | | Mr. Shi Feng | 4/4 | Not applicable | 1/1 | Not applicable | 1/1 | | Mr. Wang Lei | 4/4 | Not applicable | Not applicable | 1/1 | 1/1 | | Ms. Gao Lan | 4/4 | Not applicable | Not applicable | 1/1 | 1/1 | | Mr. Chan Kin Sang | 4/4 | Not applicable | Not applicable | 1/1 | 1/1 | | Mr. Xie Gang | 4/4 | 2/2 | 1/1 | 1/1 | 1/1 | | Mr. He Dingding | 4/4 | 2/2 | 1/1 | 1/1 | 1/1 | | Mr. Wong Ping Kuen | 4/4 | 2/2 | 1/1 | 1/1 | 1/1 | [Risk Management and Internal Control](index=56&type=section&id=Risk%20Management%20and%20Internal%20Control) Describes the board's responsibility for a robust risk management and internal control framework, including a three-tier approach, and policies for insider information, whistleblowing, and anti-corruption - The Board acknowledges its responsibility for maintaining a sound system of risk management and internal control, aiming to provide reasonable assurance for safeguarding shareholders' investments and the Group's assets[351](index=351&type=chunk)[353](index=353&type=chunk) - The Group adopted a three-tier risk management approach during the year to identify, assess, mitigate, and address risks, complying with Code Provision D.2.4 of the Corporate Governance Code regarding risk management and internal control[355](index=355&type=chunk)[357](index=357&type=chunk) - The company has established an insider information disclosure policy to ensure timely and systematic dissemination of relevant financial and operational data, strictly adhering to the "Guidelines on Disclosure of Inside Information" issued by the Hong Kong Securities and Futures Commission in June 2012[359](index=359&type=chunk)[360](index=360&type=chunk) - The company has formulated whistleblowing and anti-corruption policies, maintaining a zero-tolerance stance towards corruption, fraud, and all other unethical behaviors, and provides anti-corruption training[372](index=372&type=chunk)[374](index=374&type=chunk)[376](index=376&type=chunk)[377](index=377&type=chunk)[637](index=637&type=chunk)[640](index=640&type=chunk) [Remuneration of Directors and Senior Management](index=62&type=section&id=Remuneration%20of%20Directors%20and%20Senior%20Management) Discloses the remuneration ranges for senior management (excluding directors) for the reporting period Senior Management (Excluding Directors) Remuneration Ranges (2025 Financial Year) | Remuneration Range (HKD) | Number of Individuals | | :--- | :--- | | Zero to 1,000,000 | 1 | | 1,000,001 to 2,000,000 | 2 | [Company Secretary](index=62&type=section&id=Company%20Secretary) Identifies the Company Secretary, confirms compliance with professional training requirements, and states that all directors have access to the Company Secretary's advice - Kwok Siu Man, Rizal Knight, nominated by SK2 Corporate Services (HK) Limited, serves as the Company Secretary and has completed over **15 hours** of relevant continuous professional development training during the year in accordance with Listing Rule 3.29[381](index=381&type=chunk)[382](index=382&type=chunk)[383](index=383&type=chunk)[384](index=384&type=chunk) - All members of the Board have access to the advice and services of the Company Secretary[382](index=382&type=chunk)[384](index=384&type=chunk) [Shareholders' Relations and Rights](index=63&type=section&id=Shareholders'%20Relations%20and%20Rights) Emphasizes the company's commitment to active shareholder communication, outlines shareholders' rights to convene meetings, make inquiries, and propose resolutions, and details the shareholder communication policy - The Group is committed to active and regular communication with shareholders, providing clear and sufficient information in a timely manner through various channels[385](index=385&type=chunk)[389](index=389&type=chunk) - Shareholders holding not less than one-tenth of the Company's share capital carrying the right to vote at general meetings have the right to request the Board to convene an extraordinary general meeting[387](index=387&type=chunk)[391](index=391&type=chunk) - Shareholders can make inquiries to the company via mail, telephone, or email, and can submit written notices to the Company Secretary to propose resolutions at general meetings[395](index=395&type=chunk)[396](index=396&type=chunk)[397](index=397&type=chunk)[398](index=398&type=chunk) - The Board has established a shareholder communication policy and reviews its effectiveness annually[401](index=401&type=chunk)[404](index=404&type=chunk) [ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT](index=66&type=section&id=ENVIRONMENTAL%2C%20SOCIAL%20AND%20GOVERNANCE%20REPORT) Presents the company's performance and initiatives across environmental, social, and governance aspects, adhering to reporting guidelines [Scope and Reporting Principles](index=66&type=section&id=Scope%20and%20Reporting%20Principles) Defines the report's scope, covering operations in China and Hong Kong for FY2025, and its adherence to the ESG Reporting Guide principles - This Environmental, Social and Governance Report covers the overall performance of the Group's business operations in China and Hong Kong in the two major areas of environment and society for the period from April 1, 2024, to March 31, 2025[409](index=409&type=chunk)[414](index=414&type=chunk) - The report is prepared in accordance with the "Environmental, Social and Governance Reporting Guide" contained in Appendix C2 to the Listing Rules of the Stock Exchange, complying with mandatory disclosure requirements and "comply or explain" provisions, as well as the four reporting principles of materiality, quantitative, balance, and consistency[410](index=410&type=chunk)[415](index=415&type=chunk) [Sustainability Mission and Vision](index=67&type=section&id=Sustainability%20Mission%20and%20Vision) Articulates the group's commitment to integrated environmental, health, and safety management, human-centric systems, and creating green properties for sustainable development - The Group's sustainable development includes not only establishing environmental, health, and safety management but also setting up a human-centric integrated system to provide various types of properties that advocate comfort, convenience, and revolve around healthy lifestyles and sustainable development for the community[419](index=419&type=chunk)[425](index=425&type=chunk) - The Group's business sustainable development strategy is based on principles such as integrity, ethics, green innovation, originality, quality, safety, and shareholder value, aiming to create green properties and promote future sustainable development[421](index=421&type=chunk)[426](index=426&type=chunk) - The Board assumes full responsibility for the Group's sustainable development strategy and reporting, and assesses and manages environmental, social, and governance matters[428](index=428&type=chunk)[429](index=429&type=chunk)[433](index=433&type=chunk)[434](index=434&type=chunk) [Board Statement](index=68&type=section&id=Board%20Statement) The board's affirmation of effective environmental management, commitment to continuous improvement, and future goals for stable, efficient, and sustainable business development with stakeholder collaboration - The Group deeply understands that efficient environmental management is crucial for promoting sustainable economic development and is committed to continuously improving the environmental performance of its businesses to minimize their impact on the environment[430](index=430&type=chunk)[435](index=435&type=chunk) - Looking ahead, the Group aims to achieve stable and efficient sustainable business development and work hand-in-hand with stakeholders to promote sustainable development, fulfilling corporate and social responsibilities[431](index=431&type=chunk)[436](index=436&type=chunk) [Stakeholder Engagement and Materiality](index=69&type=section&id=Stakeholder%20Engagement%20and%20Materiality) Describes the group's engagement with key stakeholders to understand ESG concerns and identifies the most material ESG issues for the reporting period - The Group communicates with key stakeholders through daily interactions to understand their concerns and expectations regarding environmental, social, and governance issues[437](index=437&type=chunk)[438](index=438&type=chunk) - For the 2024/25 period, the most material issues for the Group's stakeholders and operations are: waste and wastewater, environmental measures, occupational health and safety, data protection, and customer service[447](index=447&type=chunk) [Environmental Performance (A)](index=73&type=section&id=Environmental%20Performance%20(A)) Details the group's emissions, waste generation, energy and water consumption, compliance with environmental laws, and integration of climate change risk management into its framework - The Group's emissions primarily originate from the consumption of gasoline, electricity, water, and paper, and it strictly complies with national laws and regulations such as China's Environmental Protection Law[452](index=452&type=chunk)[459](index=459&type=chunk) 2025 Financial Year Greenhouse Gas Emissions and Intensity | Indicator | 2024/25 | 2023/24 | 2022/23 | | :--- | :--- | :--- | :--- | | Scope 1 Direct Emissions (tonnes CO2e) | 28.23 | 28.46 | 31.16 | | Scope 2 Energy Indirect Emissions (tonnes CO2e) | 984.34 | 945.94 | 899.25 | | Scope 3 Other Indirect Emissions (tonnes CO2e) | 7.11 | 18.99 | 19.85 | | Total (tonnes CO2e) | 1,019.68 | 993.39 | 950.26 | | Area Emission Intensity (kgCO2e/m2) | 72.21 | 59.04 | 52.28 | | Employee Emission Intensity (tonnes CO2e/Group employee) | 3.80 | 3.07 | 2.75 | - In FY2025, hazardous waste generation was **6,777.30 kilograms**, a decrease of **28.17%** compared to the previous reporting period, while non-hazardous waste generation was **6,876.40 kilograms**, a decrease of **1.03%** compared to the previous reporting period[480](index=480&type=chunk)[483](index=483&type=chunk)[488](index=488&type=chunk)[490](index=490&type=chunk) - The Group's total energy consumption was **1,684,960.72 kWh**, an increase of **4.98%** compared to the previous reporting period, and water consumption was **11,325.00 cubic meters**, a decrease of **24.55%** compared to the previous reporting period[498](index=498&type=chunk)[500](index=500&type=chunk)[509](index=509&type=chunk)[513](index=513&type=chunk) - The Board focuses on managing risks arising from climate change, integrating environmental, social, and governance (including climate-related issues) into corporate governance processes, and has identified acute physical risks, chronic physical risks, legal and policy risks, technological risks, and reputational risks[526](index=526&type=chunk)[528](index=528&type=chunk)[532](index=532&type=chunk)[535](index=535&type=chunk) [Social Performance (B)](index=97&type=section&id=Social%20Performance%20(B)) Covers employee demographics, turnover, occupational health and safety, training, supply chain management, product responsibility, anti-corruption measures, and community investment As at 31 March 2025, Total Employees and Composition | Employee Category | Number of Employees | Employment Percentage | | :--- | :--- | :--- | | Senior Management | 32 | 11.94% | | Middle Management | 40 | 14.93% | | Frontline and Other Employees | 196 | 73.13% | | Male | 109 | 40.67% | | Female | 159 | 59.33% | | Mainland China | 264 | 98.51% | | Hong Kong | 4 | 1.49% | - In FY2025, a total of **143 employees** left the Group, with an overall employee turnover rate of **53.36%**[583](index=583&type=chunk)[586](index=586&type=chunk) - The Group is committed to providing and maintaining a safe and healthy working environment for its employees, subcontractors, and suppliers, and strictly complies with national and local laws and regulations, with no work-related fatalities or cases exceeding 3 days of injury in FY2023/24[594](index=594&type=chunk)[595](index=595&type=chunk)[596](index=596&type=chunk)[598](index=598&type=chunk)[601](index=601&type=chunk) - In FY2025, **164 employees** (representing **48.81%** of the total workforce) received **2,338.07 hours** of training, with an average of **6.96 hours** of training per employee[604](index=604&type=chunk)[605](index=605&type=chunk) - The Group has established a supplier performance evaluation and monitoring system and formulated comprehensive, fair, and transparent tender procedures to ensure service quality and compliance[614](index=614&type=chunk)[617](index=617&type=chunk) - The Group maintains a zero-tolerance stance towards corruption, fraud, and all other unethical behaviors, has formulated relevant policies to prevent bribery, extortion, fraud, and money laundering, and provided **217.4 hours** of anti-corruption training to **38 employees**[630](index=630&type=chunk)[633](index=633&type=chunk)[637](index=637&type=chunk)[640](index=640&type=chunk) - The Group is committed to promoting positive community change and developing outreach programs to meet the specific needs of various groups[638](index=638&type=chunk)[641](index=641&type=chunk) [BIOGRAPHICAL INFORMATION OF DIRECTORS AND SENIOR MANAGEMENT](index=116&type=section&id=BIOGRAPHICAL%20INFORMATION%20OF%20DIRECTORS%20AND%20SENIOR%20MANAGEMENT) Provides detailed biographical information for the company's directors and senior management, highlighting their experience and qualifications [Chairman and Executive Director](index=116&type=section&id=Chairman%20and%20Executive%20Director) Biographical details of Mr. Wang Linbing, Chairman and Executive Director, including his appointment dates and extensive real estate development experience - Mr. Wang Linbing, **70 years old**, was appointed Chairman and Executive Director on April 1, 2020, and Chief Executive Officer and General Manager on May 22, 2020[651](index=651&type=chunk)[655](index=655&type=chunk) - Mr. Wang has over **30 years** of experience in real estate development and holds a Doctor of Business Administration degree from Armstrong University, USA[651](index=651&type=chunk)[656](index=656&type=chunk) [Executive Directors](index=116&type=section&id=Executive%20Directors) Biographical details of Executive Directors Mr. Shi Feng, Mr. Wang Lei, and Ms. Gao Lan, outlining their respective roles and experience - Mr. Shi Feng, **67 years old**, has served as Vice Chairman and Executive Director since July 4, 2011, responsible for managing project planning, quality inspection, contractor coordination, and managing the Company's subsidiaries[653](index=653&type=chunk)[658](index=658&type=chunk) - Mr. Wang Lei, **42 years old**, has served as Executive Director since July 4, 2011, primarily responsible for the operational management and project development of Nanchang Honggu Kaixuan and Fuzhou Huacuiyuan in China[661](index=661&type=chunk)[663](index=663&type=chunk) - Ms. Gao Lan, **59 years old**, was appointed Executive Director on August 13, 2014, and has been the Group's Marketing Director since November 2013, focusing on the Group's marketing business[665](index=665&type=chunk)[668](index=668&type=chunk) [Non-executive Director](index=119&type=section&id=Non-executive%20Director) Biographical details of Mr. Chan Kin Sang, Non-executive Director, including his professional qualifications and experience as a solicitor and notary - Mr. Chan Kin Sang, **73 years old**, became an Independent Non-executive Director on April 1, 2020, and is currently a partner at Chow & Chow Solicitors[670](index=670&type=chunk)[673](index=673&type=chunk) - He has been a practicing solicitor in Hong Kong since April 1982, accredited as a notary public since April 1997, and accredited as a China Appointed Attesting Officer since January 2000[670](index=670&type=chunk)[673](index=673&type=chunk) [Independent Non-executive Directors](index=120&type=section&id=Independent%20Non-executive%20Directors) Biographical details of Independent Non-executive Directors Mr. Xie Gang, Mr. He Dingding, and Mr. Wong Ping Kuen, highlighting their diverse professional backgrounds - Mr. Xie Gang, **60 years old**, became an Independent Non-executive Director on July 4, 2011, and previously served as Chief Representative of AXA Group's Guangzhou Representative Office and Manager of Golden Life Insurance Co., Ltd.'s Guangdong Branch in China[675](index=675&type=chunk)[676](index=676&type=chunk) - Mr. He Dingding, **48 years old**, became an Independent Non-executive Director on August 1, 2018, and has over **17 years** of extensive experience in capital markets, corporate finance, investment and financing, and corporate management[677](index=677&type=chunk)[680](index=680&type=chunk) - Mr. Wong Ping Kuen, **38 years old**, became an Independent Non-executive Director on June 1, 2020, is a member of the Hong Kong Institute of Certified Public Accountants, and has over **12 years** of experience in the accounting, finance, and investment industries[683](index=683&type=chunk)[686](index=686&type=chunk) [Senior Management](index=123&type=section&id=Senior%20Management) Biographical details of key senior management members, including Ms. Chen Xiangling (co-founder), Mr. Qiu Siyuan (Planning & Design Director), and Mr. Liu Jiahao (Financial Controller) - Ms. Chen Xiangling, **66 years old**, is one of the Group's founders, a director and general manager of subsidiary Hangang Co., Ltd., with over **20 years** of experience in real estate development[688](index=688&type=chunk)[691](index=691&type=chunk) - Mr. Qiu Siyuan, **65 years old**, is the Group's Planning and Design Director, with over **25 years** of experience in the construction industry, and was accredited as a Class II Registered Architect in 1997[689](index=689&type=chunk)[690](index=690&type=chunk)[692](index=692&type=chunk) - Mr. Liu Jiahao, **40 years old**, has been the Group's Financial Controller since August 1, 2018, responsible for finance and accounting, regulatory compliance, and corporate governance[693](index=693&type=chunk)[694](index=694&type=chunk)[695](index=695&type=chunk) [INDEPENDENT AUDITOR'S REPORT](index=125&type=section&id=INDEPENDENT%20AUDITOR'S%20REPORT) The independent auditor's opinion on the consolidated financial statements, including the basis of opinion, material uncertainties, and key audit matters [Opinion and Basis for Opinion](index=125&type=section&id=Opinion%20and%20Basis%20for%20Opinion) States the auditor's opinion that the consolidated financial statements present a true and fair view in accordance with HKFRS and Hong Kong Companies Ordinance - Independent auditor BDO Limited believes that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as at March 31, 2025, and its consolidated financial performance and consolidated cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[698](index=698&type=chunk)[701](index=701&type=chunk) - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants, and the auditor is independent of the Group and has fulfilled its ethical responsibilities[699](index=699&type=chunk)[702](index=702&type=chunk) [Material Uncertainty Related to Going Concern](index=126&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) Highlights significant uncertainties regarding the group's ability to continue as a going concern due to substantial current liabilities exceeding cash and bank balances - As at March 31, 2025, the Group's accounts payable were approximately **RMB 26.4 million**, accruals and other payables approximately **RMB 169.6 million**, tax provisions approximately **RMB 368.7 million**, and the current portion of bank loans approximately **RMB 158.6 million**, while cash and bank balances were only approximately **RMB 132.3 million**[704](index=704&type=chunk)[708](index=708&type=chunk) - These conditions (together with other events set out in Note 3.1) indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[704](index=704&type=chunk)[708](index=708&type=chunk) - The auditor's opinion was not modified in respect of this matter[704](index=704&type=chunk)[708](index=708&type=chunk) [Key Audit Matters](index=126&type=section&id=Key%20Audit%20Matters) Identifies key audit matters, including the net realizable value of properties for sale and under development, and the valuation of investment properties, due to significant judgment and assumptions involved - Key audit matters include assessing the net realizable value of properties for sale and properties under development, as well as the valuation of investment properties[709](index=709&type=chunk)[710](index=710&type=chunk)[716](index=716&type=chunk)[718](index=718&type=chunk) - The estimation of net realizable value for properties for sale and properties under development primarily relies on estimates of future selling prices, sales rates, marketing costs, and construction costs, as well as the legal and regulatory framework and market conditions[712](index=712&type=chunk)[713](index=713&type=chunk) - The valuation of investment properties is highly sensitive to key assumptions applied, including property quality premium or discount, discount rates, and capitalization rates, where minor changes can significantly impact the valuation[717](index=717&type=chunk)[719](index=719&type=chunk) [Directors' and Auditor's Responsibilities](index=129&type=section&id=Directors'%20and%20Auditor's%20Responsibilities) Defines the responsibilities of directors for financial statement preparation and internal controls, and the auditor's role in providing reasonable assurance and communicating audit findings - Directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error[728](index=728&type=chunk) - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion[731](index=731&type=chunk)[733](index=733&type=chunk) - The auditor communicates with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit[736](index=736&type=chunk)[738](index=738&type=chunk) [CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME](index=133&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20COMPREHENSIVE%20INCOME) Presents the consolidated statement of comprehensive income, detailing revenue, profit, and earnings per share for the reporting period [FY2025 Consolidated Results](index=133&type=section&id=FY2025%20Consolidated%20Results) Summarizes the group's consolidated financial performance for FY2025, showing significant declines in revenue and profit attributable to owners 2025 Financial Year Consolidated Statement of Comprehensive Income Key Data (RMB thousands) | Indicator | 2025 Financial Year | 2024 Financial Year | | :--- | :--- | :--- | | Revenue | 525,967 | 891,657 | | Cost of sales | (321,605) | (595,628) | | Gross profit | 204,362 | 296,029 | | Other income and other gains and losses | (28,361) | (25,244) | | Selling and distribution expenses | (23,883) | (45,971) | | Administrative expenses | (59,180) | (68,594) | | Operating profit | 92,938 | 156,220 | | Finance costs | (17,013) | (11,461) | | Profit before income tax | 75,925 | 144,759 | | Income tax expense | (63,390) | (113,354) | | Profit for the year | 12,535 | 31,405 | | Profit for the year attributable to owners of the Company | 18,897 | 52,453 | | Loss for the year attributable to non-controlling interests | (6,362) | (21,048) | | Basic and diluted earnings per share (RMB cents) | 0.77 | 2.13 | - Revenue for the 2025 financial year decreased by **41.0%** compared to the 2024 financial year, and profit for the year decreased by **60.1%**[744](index=744&type=chunk) - Profit attributable to owners of the Company was **RMB 18,897 thousands**, a significant decrease from **RMB 52,453 thousands** in the 2024 financial year[746](index=746&type=chunk) [CONSOLIDATED STATEMENT OF FINANCIAL POSITION](index=135&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20FINANCIAL%20POSITION) Presents the consolidated statement of financial position, outlining the group's assets, liabilities, and equity as of the reporting date [FY2025 Consolidated Financial Position](index=135&type=section&id=FY2025%20Consolidated%20Financial%20Position) Summarizes the group's consolidated financial position as of March 31, 2025, indicating decreases in total assets and liabilities, and a slight reduction in net assets As at 31 March 2025, Consolidated Statement of Financial Position Key Data (RMB thousands) | Indicator | As at 31 March 2025 | As at 31 March 2024 | | :--- | :--- | :--- | | Property, plant and equipment | 41,280 | 56,334 | | Investment properties | 1,438,850 | 1,536,990 | | Properties under development | 1,049,395 | 1,021,217 | | Properties for sale | 474,335 | 765,333 | | Cash and bank balances | 132,306 | 184,415 | | Accounts payable | 26,428 | 15,994 | | Accruals and other payables | 169,628 | 239,711 | | Contract liabilities | 512,743 | 929,002 | | Bank loans (current) | 158,550 | 68,450 | | Bank loans (non-current) | 406,400 | 463,500 | | Total equity | 1,953,265 | 2,010,338 | | Total assets | 3,732,679 | 4,259,027 | | Total liabilities | 1,779,414 | 2,248,689 | - As at March 31, 2025, total assets decreased by **12.4%** compared to the previous year, and total liabilities decreased by **20.9%**[749](index=749&type=chunk) - Net assets were **RMB 1,953,265 thousands**, a slight decrease from **RMB 2,010,338 thousands** in the previous year[749](index=749&type=chunk) [CONSOLIDATED STATEMENT OF CHANGES IN EQUITY](index=137&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20EQUITY) Presents the consolidated statement of changes in equity, detailing movements in share capital, reserves, and non-controlling interests for the reporting period [FY2025 Equity Changes](index=137&type=section&id=FY2025%20Equity%20Changes) Summarizes the changes in the group's total equity for FY2025, including profit attribution and dividend payments to non-controlling interests 2025 Financial Year Consolidated Statement of Changes in Equity Key Data (RMB thousands) | Indicator | As at 31 March 2025 | As at 31 March 2024 | | :--- | :--- | :--- | | Share capital | 20,735 | 20,735 | | Reserves | 1,733,226 | 1,713,137 | | Total equity attributable to owners of the Company | 1,753,961 | 1,733,872 | | Non-controlling interests | 199,304 | 276,466 | | Total equity | 1,953,265 | 2,010,338 | | Profit for the year | 18,897 | 52,453 | | Dividends paid to non-controlling interests of a subsidiary | (70,800) | – | - As at March 31, 2025, total equity was **RMB 1,953,265 thousands**, a decrease from **RMB 2,010,338 thousands** in the 2024 financial year[753](index=753&type=chunk) - In FY2025, profit attributable to owners of the Company was **RMB 18,897 thousands**, and loss attributable to non-controlling interests was **RMB 6,362 thousands**[753](index=753&type=chunk) - Dividends of **RMB 70,800 thousands** were paid to non-controlling interests[753](index=753&type=chunk) [CONSOLIDATED STATEMENT OF CASH FLOWS](index=139&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) Presents the consolidated statement of cash flows, detailing cash movements from operating, investing, and financing activities for the reporting period [FY2025 Consolidated Cash Flows](index=139&type=section&id=FY2025%20Consolidated%20Cash%20Flows) Summarizes the group's consolidated cash flow activities for FY2025, showing net cash inflows from operations and investing, and net cash outflows from financing 2025 Financial Year Consolidated Statement of Cash Flows Key Data (RMB thousands) | Indicator | 2025 Financial Year | 2024 Financial Year | | :--- | :--- | :--- | | Net cash generated from operating activities | 82,220 | (24,183) | | Net cash generated from investing activities | 1,161 | (9,065) | | Net cash used in financing activities | (75,498) | 20,284 | | Net increase in cash and cash equivalents | 7,883 | (12,964) | | Cash and cash equivalents at end of year | 97,234 | 88,224 | - Net cash inflow from operating activities was primarily attributable to a decrease in prepayments and other receivables[755](index=755&type=chunk) - Net cash inflow from investing activities was mainly due to proceeds from the disposal of a subsidiary[757](index=757&type=chunk) - Net cash outflow from financing activities was primarily offset by new loans obtained, repayment of loan principal and interest, and dividend payments to non-controlling interests[757](index=757&type=chunk) [NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS](index=141&type=section&id=NOTES%20TO%20THE%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Provides detailed explanations and breakdowns of the figures presented in the consolidated financial statements, including accounting policies, estimates, and risk management [General Information and Basis of Accounting](index=141&type=section&id=General%20Information%20and%20Basis%20of%20Accounting) States the company's principal activities and the basis of preparation for the consolidated financial statements, adhering to HKFRS - The principal business of the Company is investment holding, and the principal businesses of its subsidiaries are set out in Note 16 to the consolidated financial statements[759](index=759&type=chunk)[763](index=763&type=chunk) - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, and relevant amendments have been adopted[760](index=760&type=chunk)[765](index=765&type=chunk)[767](index=767&type=chunk) - The Group has not early applied any new or revised Hong Kong Financial Reporting Standards that are not yet effective for the current accounting period[769](index=769&type=chunk) [Material Accounting Policy Information](index=145&type=section&id=Material%20Accounting%20Policy%20Information) Outlines the significant accounting policies applied, including historical cost basis, fair value measurement for certain asse

[Company Information](index=3&type=section&id=%E5%85%AC%E5%B8%B8%E8%B3%87%E6%96%99) This section provides key company information including basic registration details, board and committee member lists, company secretary, auditor, principal bankers, and share registrar [Company Basic Information](index=3&type=section&id=%E5%85%AC%E5%B8%B8%E8%B3%87%E6%96%99) This chapter provides key company information including basic registration details, board and committee member lists, company secretary, auditor, principal bankers, and share registrar - The report lists the members of the Board of Directors, including executive and independent non-executive directors, and the four committees: Audit, Remuneration, Nomination, and Corporate Governance[4](index=4&type=chunk) - The company's auditor is BDO Limited, Hong Kong, and its stock code is **1348**[4](index=4&type=chunk)[5](index=5&type=chunk) [Chairman's Statement](index=4&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A%E6%9B%B8) The Chairman's Statement reviews the year's operating performance, highlighting the Group's resilience amidst a complex global economic landscape, with the Toys segment maintaining operational stability through stringent cost management and the Financial Services segment focusing on prudent resource allocation and deepening client relationships under limited resources [Chairman's Statement](index=4&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A%E6%9B%B8) The Chairman's Statement reviews the year's operating performance, highlighting the Group's resilience amidst a complex global economic landscape, with the Toys segment maintaining operational stability through stringent cost management and the Financial Services segment focusing on prudent resource allocation and deepening client relationships under limited resources - The Group's core businesses are toy manufacturing and sales (Toys segment) and financial services (Financial Services segment)[6](index=6&type=chunk) - The Toys segment faces challenges including squeezed profit margins, supply chain adjustments, and demand fluctuations, but maintained operational stability through stringent cost management and process optimization[6](index=6&type=chunk) - The Financial Services segment, due to limited business development capital, strategically prioritized prudent resource allocation over aggressive expansion[6](index=6&type=chunk) - In the future, the Board will focus on stringent capital management for both segments, with the Toys segment emphasizing operational excellence and precise innovation, and the Financial Services segment focusing on compliance and controllable growth[7](index=7&type=chunk) [Corporate Governance Report](index=5&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) This report details the company's commitment to high corporate governance standards, adherence to the HKEX Corporate Governance Code, and the structure and responsibilities of its Board and various committees [Corporate Governance Practices and the Board](index=5&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F) The company is committed to maintaining high corporate governance standards and has adopted the HKEX Corporate Governance Code, complying with all applicable code provisions during the reporting period, with the Board responsible for leading and overseeing the Group while delegating daily operations to executive directors and senior management - The company has adopted the HKEX Corporate Governance Code and complied with all applicable code provisions during the current year[10](index=10&type=chunk) - The Board is responsible for leading and controlling the Group, with daily responsibilities delegated to executive directors and senior management[13](index=13&type=chunk) - As of March 31, 2025, the Board comprises eight directors, including four executive directors and four independent non-executive directors[14](index=14&type=chunk) [Board Committees](index=7&type=section&id=%E8%91%A3%E4%BA%8B%E5%A7%94%E5%93%A1%E6%9C%83) The Board has established four committees—Audit, Remuneration, Nomination, and Corporate Governance—each with clear terms of reference and regular meetings, detailing their members, primary duties, and annual work summaries including financial review, remuneration policy review, director nomination, and governance policy monitoring - The Board has established four committees: Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee[21](index=21&type=chunk) Board and Committee Attendance | Director Name | Board Attendance | Audit Committee Attendance | Remuneration Committee Attendance | Nomination Committee Attendance | | :--- | :--- | :--- | :--- | :--- | | Mr. Poon Pak Kei | 4/4 | Not Applicable | 2/2 | 2/2 | | Mr. Chu Wan Ming | 4/4 | Not Applicable | 2/2 | 2/2 | | Mr. Hau Yiu Po | 4/4 | Not Applicable | Not Applicable | Not Applicable | | Ms. Tang Yuen Ching | 4/4 | Not Applicable | Not Applicable | Not Applicable | | Mr. Leung Po Wing | 4/4 | 4/4 | 2/2 | 2/2 | | Mr. Chan Siu Wing | 4/4 | 4/4 | 2/2 | 2/2 | | Mr. Wong Wah On | 4/4 | 4/4 | 2/2 | 2/2 | | Ms. Yeung Wai Ling | 2/2 | Not Applicable | Not Applicable | Not Applicable | - The Audit Committee reviewed the consolidated financial statements, oversaw internal control and risk management systems, and recommended the re-appointment of the auditor during the year[25](index=25&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) Fees Paid to Auditor | Services Provided | Fees Paid/Payable (Thousand HKD) | | :--- | :--- | | Audit Services – Statutory Audit | 950 | | Non-Audit Services: | | | – Agreed-upon Procedures | 80 | | **Total** | **1,030** | [Shareholder Communication and Rights](index=12&type=section&id=%E8%88%87%E8%82%A1%E6%9D%B1%E5%8F%8A%E6%8A%95%E8%B3%87%E8%80%85%E9%80%9A%E8%A8%8A) The company values communication with shareholders and has established a dividend policy, clarifying specific procedures and rights for shareholders to convene extraordinary general meetings, convey inquiries to the Board, and propose resolutions at general meetings - The company has adopted a dividend policy, with dividend payments at the discretion of the Board, based on factors such as earnings, cash flow, and financial position[46](index=46&type=chunk) - Shareholders holding not less than one-tenth of the paid-up share capital have the right to request an extraordinary general meeting[48](index=48&type=chunk) - The report clarifies the procedures for shareholders to nominate director candidates, with the nomination period from the day after the notice of the general meeting is issued until 7 days before the meeting[51](index=51&type=chunk)[52](index=52&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section provides an in-depth review of the Group's business and financial performance for the year, outlining challenges faced by the Toys segment and the Financial Services segment's growth despite capital limitations, along with future strategies [Business Review](index=14&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) This year, the Group's core businesses remained the Toys segment and the Financial Services segment, with the Toys segment facing multiple challenges including geopolitical tensions, global economic uncertainty, rising costs, and stringent ESG requirements, while the Financial Services segment, despite revenue growth, recorded a loss due to low capital levels and high operating costs - The Toys segment faces a complex operating environment, including US-China geopolitical tensions, global economic uncertainty (high inflation, interest rate hikes), conservative customer orders, rising costs (labor, materials, logistics), and stringent ESG requirements[59](index=59&type=chunk)[60](index=60&type=chunk) - The Financial Services segment's revenue increased from HKD **10.8 million** in the previous year to HKD **19.9 million** in the current year, but still recorded a net loss before tax of HKD **8.2 million** due to low capital levels and high operating costs[61](index=61&type=chunk) [Financial Review](index=15&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's total revenue decreased by **59.4%** year-on-year to HKD **71.9 million** this year, primarily due to a **68.7%** decline in Toys segment revenue, which could not be offset by the **83.4%** growth in Financial Services segment revenue, resulting in a narrowed net loss from HKD **74.0 million** to HKD **17.9 million**, mainly benefiting from the absence of the previous year's HKD **45.5 million** goodwill impairment loss Group Financial Performance | Indicator | Current Year (Thousand HKD) | Previous Year (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | **Group Total Revenue** | 71,933 | 177,259 | -59.4% | | **Group Net Loss** | 17,871 | 73,958 | -75.8% | Segment Performance | Segment | Revenue (Current Year, Million HKD) | Revenue (Previous Year, Million HKD) | Revenue Change | Segment Profit/Loss (Current Year, Million HKD) | | :--- | :--- | :--- | :--- | :--- | | **Toys Segment** | 52.1 | 166.4 | -68.7% | 0.4 (Profit) | | **Financial Services Segment** | 19.9 | 10.8 | +83.4% | (10.4) (Loss) | - The significant reduction in net loss is primarily due to the absence of the goodwill impairment loss of approximately HKD **45.5 million** in the Financial Services segment from the previous year[69](index=69&type=chunk) - As of March 31, 2025, the Group's cash and cash equivalents were HKD **25.6 million** (compared to HKD **57.5 million** last year), and the debt-to-equity ratio increased from **66.1%** to approximately **100%**[77](index=77&type=chunk) [Outlook and Strategy](index=20&type=section&id=%E5%89%8D%E6%99%AF) Looking ahead, the Toys segment will focus on cost control, innovation, and strategic management of its manufacturing network to address challenges, while the Group has decided to dispose of its securities brokerage and institutional trading business to preserve working capital, with future financial services focusing on investment and financial advisory businesses requiring less operating capital - Key to the Toys segment's future success lies in continuous innovation (materials, processes), deepening value-added services, implementing ESG agenda, and strategically managing its manufacturing network[97](index=97&type=chunk) - To preserve working capital, the company entered into an agreement on June 6, 2025, to dispose of its securities brokerage and institutional trading businesses, which have higher operating costs and capital requirements[98](index=98&type=chunk) - Following the disposal, the Group will continue its financial services business through Crosby Asset Management, focusing on investment and financial advisory services under Type 4 (advising on securities) and Type 9 (asset management) licenses, significantly reducing working capital requirements[98](index=98&type=chunk) [Biographies of Directors and Senior Management](index=21&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B1%A5%E6%AD%B7) This section provides detailed personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, professional experience, academic background, and positions held in other listed companies [Biographies of Directors and Senior Management](index=21&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B1%A5%E6%AD%B7) This section provides detailed personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, professional experience, academic background, and positions held in other listed companies - This chapter provides detailed biographies of the company's directors, including Mr. Chu Wan Ming, Mr. Poon Pak Kei, Mr. Hau Yiu Po, Ms. Tang Yuen Ching, Mr. Leung Po Wing, Mr. Chan Siu Wing, Mr. Wong Wah On, and Ms. Yeung Wai Ling[100](index=100&type=chunk)[102](index=102&type=chunk)[106](index=106&type=chunk)[108](index=108&type=chunk) [Directors' Report](index=24&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) This report provides an overview of the company's principal activities, financial performance for the year, the Board's recommendation not to declare a final dividend, and details on the company's distributable reserves [Business and Financial Overview](index=24&type=section&id=%E4%B8%BB%E8%A6%81%E6%A5%AD%E5%8B%99) This chapter outlines the company's principal activities as investment holding and management services, presents the financial results for the current year, states the Board's recommendation not to declare a final dividend, and details the company's distributable reserves - The principal activities of the company are investment holding and the provision of management services[113](index=113&type=chunk) - The Board recommends not to declare a final dividend for the current year[114](index=114&type=chunk) - As of March 31, 2025, the company's distributable reserves were approximately HKD **34.0 million**[116](index=116&type=chunk) [Risk Management and Compliance](index=25&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E9%9D%A2%E5%B0%8D%E7%9A%84%E4%B8%BB%E8%A6%81%E9%A2%A8%E9%9A%AA%E5%92%8C%E4%B8%8D%E7%A2%BA%E5%AE%9A%E6%80%A7) The report elaborates on the Group's key risks, including financial risks (credit, liquidity, etc.), market risks, seasonality, reliance on major customers, talent competition, regulatory risks, and environmental and social risks, along with measures taken such as cybersecurity protection and environmental policies to manage these risks - The Group faces key risks including financial risks, market risks, seasonality of product demand, reliance on major customers and suppliers, talent competition, regulatory risks, and environmental and social risks[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - During the current year, sales to the Group's largest customer and top five customers accounted for **74.7%** and **93.8%** of total turnover respectively, indicating a high concentration risk[139](index=139&type=chunk) - The Group has implemented cybersecurity measures, including installing firewalls and using antivirus software, and has a compliance manual to protect customer data[133](index=133&type=chunk)[134](index=134&type=chunk) [Directors, Shareholders, and Shareholding Structure](index=29&type=section&id=%E8%91%A3%E4%BA%8B) This chapter lists the directors during the reporting period and their changes, discloses the interests of directors and major shareholders in the company's shares, and details the company's share option scheme, including grant dates, exercise prices, number of outstanding share options, and their key terms Directors' Interests in Shares | Director Name | Total Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | | Mr. Poon Pak Kei | 20,796,000 | 1.41% | | Mr. Chu Wan Ming | 40,295,800 | 2.73% | | Mr. Hau Yiu Po | 14,540,000 | 0.99% | | Ms. Tang Yuen Ching | 1,200,000 | 0.08% | | Mr. Leung Po Wing | 2,800,000 | 0.19% | | Mr. Chan Siu Wing | 2,800,000 | 0.19% | | Mr. Wong Wah On | 1,400,000 | 0.10% | Major Shareholders | Major Shareholder Name | Total Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | | Smart Investor Holdings Limited | 482,864,000 | 32.75% | | Silver Pointer Limited | 106,880,000 | 7.25% | | Benefit Global Limited | 218,463,111 | 14.82% | - The company has a share option scheme, and as of the reporting date, the total number of shares that may be issued due to outstanding share options is **65,643,800** shares, representing **4.5%** of the issued share capital[154](index=154&type=chunk)[162](index=162&type=chunk) [Independent Auditor's Report](index=38&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) The auditor, BDO Limited, Hong Kong, believes that the consolidated financial statements fairly and truly reflect the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards, specifically highlighting "Impairment assessment of non-financial assets" as a key audit matter due to significant management judgment involved [Independent Auditor's Report](index=38&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) The auditor, BDO Limited, Hong Kong, believes that the consolidated financial statements fairly and truly reflect the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards, specifically highlighting "Impairment assessment of non-financial assets" as a key audit matter due to significant management judgment involved - The auditor issued an unmodified opinion, stating that the consolidated financial statements truly and fairly reflect the Group's financial position and performance[185](index=185&type=chunk) - A key audit matter is "Impairment assessment of non-financial assets," particularly for property, plant and equipment and right-of-use assets of the "Financial Services" cash-generating unit, as their determination involves significant management judgment and estimates[187](index=187&type=chunk)[188](index=188&type=chunk) [Consolidated Financial Statements](index=42&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the Group's consolidated financial statements, including the statement of profit or loss and other comprehensive income, statement of financial position, statement of cash flows, and detailed notes to the financial statements [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=42&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) This year, the Group recorded revenue of HKD **71.933 million**, a significant decrease from HKD **177.259 million** last year, with the loss for the year narrowing significantly to HKD **17.871 million** from HKD **73.958 million**, and basic and diluted loss per share at HKD **1.21** cents Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator (Thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 71,933 | 177,259 | | Administrative expenses | (44,558) | (48,062) | | Goodwill impairment loss | – | (45,508) | | Loss for the year and total comprehensive income | (17,871) | (73,958) | | Basic and diluted loss per share (HK cents) | (1.21) | (5.02) | [Consolidated Statement of Financial Position](index=43&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2025, the Group's total assets were HKD **164.654 million**, total liabilities were HKD **126.357 million**, and net assets were HKD **38.297 million**, a decrease from HKD **56.168 million** in the previous year, with net current assets at HKD **72.691 million** Consolidated Statement of Financial Position | Indicator (Thousand HKD) | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | 164,654 | 176,551 | | Total Non-Current Assets | 5,926 | 5,782 | | Total Current Assets | 158,728 | 170,769 | | **Total Liabilities** | 126,357 | 120,383 | | Total Current Liabilities | 86,037 | 82,675 | | Total Non-Current Liabilities | 40,320 | 37,708 | | **Net Assets** | 38,297 | 56,168 | [Consolidated Statement of Cash Flows](index=46&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) This year, net cash generated from operating activities was HKD **11.947 million**, net cash used in investing activities was HKD **36.000 million**, primarily due to placement of time deposits, and net cash used in financing activities was HKD **7.923 million**, resulting in a net decrease in cash and cash equivalents of HKD **31.976 million**, with an ending balance of HKD **25.561 million** Consolidated Statement of Cash Flows | Indicator (Thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash generated from operating activities | 11,947 | 23,683 | | Net cash used in investing activities | (36,000) | (19,863) | | Net cash used in financing activities | (7,923) | (8,231) | | Net decrease in cash and cash equivalents | (31,976) | (4,411) | | Cash and cash equivalents at year end | 25,561 | 57,537 | [Notes to the Consolidated Financial Statements](index=48&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) The notes section elaborates on the basis of financial statement preparation, significant accounting policies, and accounting judgments and estimates, covering segment information, revenue composition, details of various assets and liabilities (such as property, goodwill, receivables, convertible notes), related party transactions, contingent liabilities, and post-reporting period events - The Group has two reportable segments: "Manufacturing and Sales of Toys" and "Financial Services"[265](index=265&type=chunk) - Revenue from the two largest customers in the Toys segment totaled HKD **50.492 million**, accounting for approximately **70.2%** of the Group's total revenue[279](index=279&type=chunk) - As of March 31, 2025, the Group had outstanding bills payable with a principal amount of HKD **31.0 million** and convertible notes with a liability component carrying amount of HKD **7.295 million**[331](index=331&type=chunk)[336](index=336&type=chunk) - The Group has a contingent liability involving a lawsuit against its subsidiary, Crosby Securities Limited, for which the directors believe the outflow of resources is not yet probable at this stage, thus no provision has been made[383](index=383&type=chunk)[385](index=385&type=chunk) - Post-reporting period event: On June 6, 2025, the company entered into an agreement to dispose of its entire equity interest in Crosby Asia Limited, which holds the securities brokerage business, for an estimated consideration of approximately HKD **11.2 million**[386](index=386&type=chunk) [Five-Year Financial Summary](index=105&type=section&id=%E4%BA%94%E5%B9%B4%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) This chapter provides a summary of the Group's performance, assets, and liabilities over the past five financial years, showing a continuous decline in Group revenue since 2021 and a year-on-year decrease in net assets [Five-Year Financial Summary](index=105&type=section&id=%E4%BA%94%E5%B9%B4%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) This chapter provides a summary of the Group's performance, assets, and liabilities over the past five financial years, showing a continuous decline in Group revenue since 2021 and a year-on-year decrease in net assets Five-Year Financial Summary | Indicator (Thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 71,933 | 177,259 | 341,801 | 448,655 | 485,788 | | **Loss for the year** | (17,871) | (73,958) | (72,321) | (94,374) | (35,628) | | **Total Assets** | 164,654 | 176,551 | 243,876 | 381,507 | 438,842 | | **Net Assets** | 38,297 | 56,168 | 126,464 | 198,710 | 293,084 |

目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 3 | | 管理層討論及分析 | 6 | | 董事及高級管理層履歷詳情 | 21 | | 企業管治報告 | 25 | | 董事會報告 | 36 | | 獨立核數師報告 | 53 | | 綜合損益及其他全面收益表 | 61 | | 綜合財務狀況表 | 62 | | 綜合權益變動表 | 63 | | 綜合現金流量表 | 65 | | 綜合財務報表附註 | 66 | | 財務摘要 | 170 | 公司資料 註冊辦事處 Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands 總辦事處及香港主要營業地點 非執行董事 陳昆先生 陳冠樺先生 王軼丁先生 獨立非執行董事 張世澤先生 陳政璉先生 劉春先生 李曉霄先生 公司秘書 錢盈盈女士，執業會計師 香港 黃竹坑 香葉道28號 嘉尚匯2902室 公司網址 https://www.dlglobalholdings.com 執行董事 陳寧迪先生 （主席兼行政總裁） 郎世杰先生 艾奎宇先生 賀之穎女 ...

[Company Information](index=3&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) [Board Composition](index=3&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83) The company's board of directors comprises executive directors Mr. Lam Kim Wan (Chairman) and Mr. Fong Wing Kwong (CEO), along with independent non-executive directors Ms. Sze Tak On, Mr. Leung Siu Hong, and Mr. Kwok Wing Fung (appointed on August 30, 2024, with Mr. Yu Ming Wai retiring on the same day), supported by audit, remuneration, and nomination committees - Executive Directors include **Mr. Lam Kim Wan** (Chairman) and **Mr. Fong Wing Kwong** (Chief Executive Officer)[2](index=2&type=chunk) - Independent Non-Executive Directors include **Ms. Sze Tak On**, **Mr. Leung Siu Hong**, and **Mr. Kwok Wing Fung** (appointed on August 30, 2024)[2](index=2&type=chunk) - **Mr. Yu Ming Wai** retired as an Independent Non-Executive Director on August 30, 2024[2](index=2&type=chunk) - Board Committees include the **Audit Committee** (Chairman: **Ms. Sze Tak On**), **Remuneration Committee** (Chairman: **Mr. Leung Siu Hong**), and **Nomination Committee** (Chairman: **Mr. Lam Kim Wan**)[2](index=2&type=chunk) [Company Secretary and Auditor](index=3&type=section&id=%E5%85%AC%E5%8F%B8%E7%A7%98%E6%9B%B8%E5%8F%8A%E6%A0%B8%E6%95%B8%E5%B8%AB) Mr. Wan Chun Wai serves as the Company Secretary, and Shinewing (HK) CPA Limited is the company's auditor - The Company Secretary is **Mr. Wan Chun Wai** (CPA)[2](index=2&type=chunk) - The Auditor is **Shinewing (HK) CPA Limited**[2](index=2&type=chunk) [Registered and Business Locations](index=3&type=section&id=%E8%A8%BB%E5%86%8A%E5%8F%8A%E7%87%9F%E6%A5%AD%E5%9C%B0%E9%BB%9E) The company's registered office is in the Cayman Islands, with its head office and principal place of business in Hong Kong located at 2/F, 35-45B Bonham Strand East, Sheung Wan; the company website is www.aplusgp.com and stock code is 1841 - The registered office is located at Cricket Square, **Cayman Islands**[2](index=2&type=chunk) - The head office and principal place of business in **Hong Kong** are located at 2/F, 35-45B Bonham Strand East, Sheung Wan, **Hong Kong**[3](index=3&type=chunk) - The company website is www.aplusgp.com, and the stock code is 1841[3](index=3&type=chunk) [Chairman's Statement](index=4&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A) [Performance Review](index=4&type=section&id=%E6%A5%AD%E7%B8%BE%E5%9B%9E%E9%A1%A7) For the year ended March 31, 2025, the Group's revenue and gross profit significantly decreased, resulting in a net loss primarily due to reduced revenue FY2025 Performance Overview | Indicator | FY2025 (HK$) | FY2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 97,800,000 | 125,100,000 | -21.8% | | Gross Profit | 42,700,000 | 57,800,000 | -26.0% | | Profit (Loss) After Tax | (1,600,000) | 8,600,000 | Shifted from profit to loss | - The post-tax loss is primarily attributed to a revenue decreased by approximately **HK$27.3 million**[6](index=6&type=chunk) [Outlook](index=4&type=section&id=%E5%89%8D%E6%99%AF%E5%B1%95%E6%9C%9B) The financial printing industry faces significant challenges from the HKEX's paperless listing reform, potentially reducing demand for printed documents; the Group will focus on strengthening core competencies like brand building, networking, and service delivery, while preparing to seize new market opportunities - The **HKEX** implemented **paperless listing reform** in January 2025, requiring listed issuers to communicate primarily electronically with shareholders and abolishing paper application forms, posing a **significant challenge** to the financial printing industry[7](index=7&type=chunk) - The Group will focus on strengthening core competencies such as brand building, networking, and service delivery to maintain its competitive advantage[7](index=7&type=chunk) - Overall liquidity in the **Hong Kong** capital market is expected to improve, and the Group is prepared to seize new opportunities[7](index=7&type=chunk) [Dividend Policy](index=5&type=section&id=%E8%82%A1%E6%81%AF%E6%94%BF%E7%AD%96) The Board does not recommend paying any final dividend for the year ended March 31, 2025 (2024: nil), having established a robust dividend policy to balance shareholder returns with long-term sustainable development and sufficient working capital - The Board does not recommend paying any final dividend for the year ended **March 31, 2025** (2024: nil)[9](index=9&type=chunk) - The company has established a robust dividend policy aimed at balancing shareholder returns with the Group's long-term sustainable development needs and retaining sufficient working capital[10](index=10&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Business Review](index=6&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group, a Hong Kong financial printing service provider, offers services including financial reports, announcements, circulars, debt offering circulars, IPO prospectuses, and fund documents, operating through its wholly-owned subsidiaries APF and Aplus International, with revenue declining across all service segments - The Group is a **Hong Kong** financial printing service provider, offering typesetting, design, translation, printing, and delivery services[14](index=14&type=chunk) - Business is primarily conducted through two wholly-owned subsidiaries: **APF** (focusing on listed company compliance documents) and **Aplus International** (specializing in debt offering circulars and initial public offering prospectuses)[14](index=14&type=chunk) Revenue and Proportion by Service Segment (FY2025 vs FY2024) | Service Category | FY2025 Revenue (HK$ '000) | FY2025 Proportion (%) | FY2024 Revenue (HK$ '000) | FY2024 Proportion (%) | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Results Announcements and Financial Reports | 52,600 | 53.7% | 63,800 | 51.0% | -17.5% | | Company Announcements and Shareholder Circulars | 32,800 | 33.5% | 43,000 | 34.4% | -23.8% | | Debt Offering Circulars and IPO Prospectuses | 7,500 | 7.6% | 9,400 | 7.5% | -20.5% | | Fund Documents | 1,100 | 1.1% | 1,400 | 1.1% | -21.9% | | Others | 3,900 | 4.0% | 7,500 | 6.0% | -47.5% | - Revenue from debt offering circulars and initial public offering prospectuses decreased primarily due to a reduction in the number of initial public offering projects participated[17](index=17&type=chunk) - Revenue from other services decreased primarily due to market demand decreased[19](index=19&type=chunk) [Financial Review](index=7&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) For the year ended March 31, 2025, the Group's revenue, gross profit, other income, selling and distribution expenses, administrative expenses, impairment loss on trade receivables, and income tax expense all decreased, leading to a shift from profit to loss Key Financial Indicators Changes (FY2025 vs FY2024) | Indicator | FY2025 (HK$ '000) | FY2024 (HK$ '000) | Change (%) | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Revenue | 97,800 | 125,100 | -21.8% | Revenue decrease across all segments | | Cost of Services | 55,100 | 67,300 | -18.1% | | | Gross Profit | 42,700 | 57,800 | -26.0% | | | Other Income | 2,700 | 3,400 | -20.6% | Decrease in reversal of impairment loss on trade receivables and bad debt recovery | | Selling and Distribution Expenses | 17,700 | 19,200 | -7.9% | Decrease in staff costs | | Administrative Expenses | 27,500 | 30,300 | -9.2%