香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不對因本公告全部或任何部分內容而產生或因倚賴該等內容而引致的 任 何 損 失 承 擔 任 何 責 任。 二零二五年中期業績公告 合 併 營 業 收 入： 人民幣1,120.32億 元 歸 屬 於 本 公 司 權 益 持 有 者 的 淨 利 潤： 人民幣95.78億 元 每 股 收 益： 人民幣0.52元 中期業績 華 能 國 際 電 力 股 份 有 限 公 司（「本公司」或「公 司」）董 事 會 在 此 宣 佈 其 截 至 二零二五年六月三十日止六個月未經審計的經營結果以及與上年同期 之 經 營 結 果 的 比 較。截 至 二 零 二 五 年 六 月 三 十 日 止 的 六 個 月，本 公 司 及 其子公司取得合併營業收入人民幣1,120.32億 元，同 比 下 降5.70%；歸 屬 於本公司權益持有者的淨利潤人民幣95.78億 元，同 比 增 長23.19%；每 股 收益為人民幣0.52元，每 股 淨 資 產（不 含 少 數 股 東 權 ...

（ 於 開 曼 群 島 註 冊 成 立 並 於 百 慕 達 存 續 之 有 限 公 司 ） （股份代號：1400） 有關截至二零二四年十二月三十一日止年度的 年度業績公告 補充公告 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Moody Technology Holdings Limited 滿地科技股份有限公司 (ii) 未來集資活動 茲提述滿地科技股份有限公司（「本公司」）及其附屬公司（統稱「本集團」）日期為二 零二五年三月三十一日的公告，內容有關本集團截至二零二四年十二月三十一日 止年度的年度業績（「二零二四年年度業績公告」），以及本集團截至二零二四年 十二月三十一日止年度的年報（「二零二四年年報」）。除另有界定者外，本公告所 用詞彙與二零二四年年度業績公告及二零二四年年報所界定者具有相同涵義。 除二零二四年年度業績公告及二零二四年年報中提供的資料外，本公司謹此就本 公司處理審核保留意見的行動計劃提供進一步資料。 行動計劃的進展 (i) 出 ...

[Chairman's Statement](index=4&type=section&id=Chairman%27s%20Statement) Despite macroeconomic instability, the Group's sales increased to HKD 153.8 million, with losses narrowing to HKD 6 million, driven by strong growth in apparel supply and explosive expansion in institutional catering Financial Performance Summary | Indicator | FY2025 | Change | | :--- | :--- | :--- | | Sales | HKD 153.8 million | Increase | | Annual Loss | HKD 6 million | Decrease | - Apparel supply business revenue recorded a **17.9% growth**, indicating a stable core business[6](index=6&type=chunk) - Institutional catering business, as a new growth driver, saw revenue increase by **489.5%**, with the Group confident in its future development as a true business model transformation[6](index=6&type=chunk) - Future strategy will focus on strengthening customized integrated apparel design and procurement services, optimizing the supplier base, and prudently exploring suitable investment opportunities[7](index=7&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This chapter reviews the Group's business and financial performance, highlighting revenue growth across all segments, improved gross margin, and a significantly narrowed net loss, while discussing liquidity, capital structure, and future outlook [Business Review](index=5&type=section&id=Business%20Review) The Group's three business segments—traditional apparel sourcing, new retail, and institutional catering—all achieved significant growth this year, with new retail and institutional catering showing particularly strong expansion Business Segment Revenue | Business Segment | FY2025 Revenue (HKD million) | FY2024 Revenue (HKD million) | YoY Growth | | :--- | :--- | :--- | :--- | | Traditional Segment | 97.2 | 91.8 | +5.9% | | New Retail Segment | 45.4 | 29.2 | +55.5% | | Institutional Catering Segment | 11.2 | 1.9 | +489.5% | - Growth in traditional business primarily stemmed from increased orders from a major UK client and a new US client[10](index=10&type=chunk) - New retail business growth was driven by optimized influencer collaboration series and more precise product offerings to clients[10](index=10&type=chunk) [Financial Review](index=5&type=section&id=Financial%20Review) The Group's financial performance significantly improved this fiscal year, with total revenue growing 25.1% to HKD 153.8 million, gross profit increasing 65.6%, and annual loss narrowing substantially to HKD 6 million Key Financial Indicators | Financial Indicator | FY2025 (HKD million) | FY2024 (HKD million) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 153.8 | 122.9 | +25.1% | | Gross Profit | 30.3 | 18.3 | +65.6% | | Gross Profit Margin | 19.7% | 14.9% | +4.8pp | | Loss for the Year | (6.0) | (17.1) | -64.9% | | Basic Loss Per Share (HKD) | (0.189) | (0.536) | -64.7% | - Gross profit margin improvement primarily resulted from continuous optimization of client and supplier portfolios[17](index=17&type=chunk) - Administrative expenses decreased by **2.9%** year-on-year, mainly due to optimized back-office teams and reduced rental expenses, reflecting effective cost control measures[20](index=20&type=chunk) - Selling and distribution expenses increased by **11.0%** year-on-year, primarily due to higher staff costs to support enhanced apparel design, procurement, and institutional catering services[21](index=21&type=chunk) [Liquidity and Financial Resources](index=8&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintained a sound financial position at year-end with net current assets of HKD 63.6 million and cash of HKD 30.4 million, despite a decrease in liquidity ratio and an increase in gearing ratio Liquidity and Financial Resources Summary | Indicator | April 30, 2025 | April 30, 2024 | | :--- | :--- | :--- | | Net Current Assets | HKD 63.6 million | HKD 64.3 million | | Bank Balances and Cash | HKD 30.4 million | HKD 32.4 million | | Current Ratio | 2.9 | 5.8 | | Gearing Ratio | 0.1684 | 0.0716 | [Capital Structure, Significant Investments and Commitments](index=8&type=section&id=Capital%20Structure%2C%20Significant%20Investments%20and%20Commitments) The Group's capital structure remained stable this fiscal year with issued share capital of HKD 0.32 million, reporting no significant investments, acquisitions, disposals, capital commitments, or contingent liabilities - As of April 30, 2025, the company's issued share capital was **HKD 320,000**, divided into **32,000,000 shares**[29](index=29&type=chunk) - During the year, the Group had no significant investments, major acquisitions or disposals, capital commitments, or contingent liabilities[30](index=30&type=chunk)[31](index=31&type=chunk)[28](index=28&type=chunk)[33](index=33&type=chunk) [Employees and Remuneration Policy](index=9&type=section&id=Employees%20and%20Remuneration%20Policy) At fiscal year-end, the Group employed 49 staff, an increase of 3, with total employee benefit expenses of approximately HKD 14.3 million, and remuneration policy based on market conditions and individual performance Employee and Remuneration Data | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Employees | 49 people | 46 people | | Total Employee Benefit Expenses | HKD 14.3 million | HKD 11.2 million | [Future Outlook](index=10&type=section&id=Future%20Outlook) The Group plans to deepen customized apparel design and procurement services while expanding institutional catering to achieve sustainable growth, with the Board prudently seeking investment opportunities - The Group will continue to strengthen customized integrated apparel design and procurement services and explore new business opportunities with clients[41](index=41&type=chunk) - The Group plans to gradually expand the scale of its institutional catering business, aiming for sustainable profitable growth[42](index=42&type=chunk) - The Board will continue to prudently explore suitable investment opportunities from time to time to enhance the interests of the company and its shareholders[42](index=42&type=chunk) [Key Risks and Uncertainties](index=11&type=section&id=Key%20Risks%20and%20Uncertainties) Key risks include reliance on major clients without long-term contracts, intense market competition, client credit risk, raw material price fluctuations, and the inability to offset sales losses from UK client order reductions - **Reliance on Major Clients**: The Group relies on certain major clients without long-term contracts, leading to revenue uncertainty[43](index=43&type=chunk) - **Market and Operational Risks**: These include the ability to adapt to changes in end-customer preferences, risk of reduced orders from the UK market, intense market competition, client credit risk, and raw material price fluctuations[43](index=43&type=chunk) - **Supplier Compliance Risk**: Some clients are sensitive to social responsibility standards, and non-compliance by suppliers could impact the Group's reputation and client relationships[43](index=43&type=chunk) [Biographies of Directors and Senior Management](index=11&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the backgrounds of the company's executive directors, independent non-executive directors, and senior management, covering their positions, responsibilities, industry experience, and academic qualifications Directors and Senior Management Profiles | Name | Position | Key Responsibilities/Background | | :--- | :--- | :--- | | Mr. Choi King Ting | Executive Director, Chairman and CEO | Responsible for overall Group management, operations, and strategy, with over twenty years of industry experience | | Mr. Choi Ching Sing | Executive Director, Head of Design and Development Team | Responsible for overall Group management and apparel product design and development, with over sixteen years of industry experience | | Ms. Li Lai Mei | Executive Director, Administration and Human Resources Manager | Responsible for Group administration and human resources management, with over twenty years of bookkeeping and administrative experience | | Mr. Lai Kwok Hung | Independent Non-executive Director | Chairman of the Audit and Risk Management Committee, experienced in corporate governance and financial advisory | | Mr. Yeung Chuen Chau | Independent Non-executive Director | Chairman of the Remuneration Committee, with over eighteen years of experience in the garment industry | | Mr. Cüneyt Bülent Bilâloğlu | Independent Non-executive Director | Member of the Audit, Remuneration, and Nomination Committees, with approximately sixteen years of experience in the legal profession | | Ms. Lau Wai Ching | Accounting Manager | Responsible for Group financial management, with approximately thirty years of accounting experience | | Mr. Yu Yuk Ming | Quality Assurance Manager | Responsible for overall quality control procedures, with approximately thirty-six years of experience in the garment industry | | Mr. Chu Pui Ki | Company Secretary | Responsible for overseeing company secretarial matters, a member of the Hong Kong Institute of Certified Public Accountants | [Corporate Governance Report](index=14&type=section&id=Corporate%20Governance%20Report) This report outlines the company's corporate governance structure and practices, confirming compliance with most code provisions, detailing the Board's composition, committee operations, risk management, and shareholder communication [Corporate Governance Practices](index=15&type=section&id=Corporate%20Governance%20Practices) The company adheres to the HKEX Corporate Governance Code, with the only deviation being the combined Chairman and CEO roles, which the Board believes ensures effective management and balanced power - The company complies with all provisions of the Corporate Governance Code, with the only deviation being Code Provision C.2.1, where the roles of Chairman and Chief Executive Officer are combined and held by Mr. Choi King Ting[56](index=56&type=chunk) - The Board believes that combining the roles of Chairman and Chief Executive Officer allows for efficient management and business development, with the Board, including three independent non-executive directors, ensuring a balance of power[56](index=56&type=chunk) [Board and Committees](index=15&type=section&id=Board%20and%20Committees) The Board comprises three executive and three independent non-executive directors, supported by three specialized committees—Audit and Risk Management, Remuneration, and Nomination—all maintaining excellent attendance records Board Committee Responsibilities | Committee Name | Chairman | Key Responsibilities | | :--- | :--- | :--- | | Audit and Risk Management Committee | Mr. Lai Kwok Hung | Oversees relationship with external auditors, reviews financial information, and monitors risk management and internal control systems | | Remuneration Committee | Mr. Yeung Chuen Chau | Advises the Board on remuneration policies and structures for directors and senior management | | Nomination Committee | Mr. Choi King Ting | Reviews Board structure, size, and composition, assesses independence of independent non-executive directors, and recommends director appointments | - The Board has adopted a "Board Diversity Policy," currently includes one female director, and will continue to seek opportunities to increase the proportion of female members[68](index=68&type=chunk)[69](index=69&type=chunk) - During the reporting year, all directors maintained a **100% attendance rate** at Board meetings, general meetings, and relevant committee meetings (where applicable)[88](index=88&type=chunk) [Risk Management and Internal Control](index=25&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board annually reviews the Group's risk management and internal control systems, engaging external independent professionals for internal control review and adopting a "three lines of defense" governance framework based on COSO - The Board annually reviews the effectiveness of the risk management and internal control systems, covering financial, operational, and compliance controls[95](index=95&type=chunk) - The Group does not have an internal audit department but has appointed external independent professional APEC RISK MANAGEMENT LIMITED (ARML) to assist in identifying and assessing risks and independently reviewing internal control systems[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) - The Group has established a "three lines of defense" corporate governance framework for risk monitoring: (i) operational management monitoring, (ii) financial team risk management monitoring, and (iii) outsourced independent internal audit[101](index=101&type=chunk) [Communication with Shareholders and Investors](index=28&type=section&id=Communication%20with%20Shareholders%20and%20Investors) The company prioritizes effective shareholder communication via its website, hotline, and email, encouraging general meeting attendance, and outlining procedures for shareholders to convene extraordinary general meetings and propose resolutions - The company communicates with shareholders and investors through various channels, including its website (www.jcfash.com), telephone hotline, and email address[111](index=111&type=chunk) - Pursuant to Article 64 of the Articles of Association, shareholders holding not less than **10%** of the paid-up share capital have the right to request an extraordinary general meeting[112](index=112&type=chunk) [Environmental, Social and Governance (ESG) Report](index=30&type=section&id=Environmental%2C%20Social%20and%20Governance%20%28ESG%29%20Report) This ESG report details the Group's environmental, social, and governance policies, measures, and performance, covering emissions, resource use, climate strategies, employee welfare, and supply chain management, demonstrating commitment to sustainable development [Environmental](index=36&type=section&id=Environmental) The Group is committed to reducing its environmental impact, with total greenhouse gas emissions of 220.155 tonnes of CO2e, re-integrating 36.4 tonnes of fabric waste, and adopting the TCFD framework for climate-related disclosures Greenhouse Gas Emissions | Greenhouse Gas Emissions (tonnes of CO2e) | FY2025 | | :--- | :--- | | Scope 1 (Direct Emissions) | 0.310 | | Scope 2 (Indirect Emissions - Energy) | 142.925 | | Scope 3 (Indirect Emissions - Value Chain) | 76.920 | | **Total Emissions** | **220.155** | - The Group utilizes the innovative blockchain platform TT Green for greenhouse gas inventory management and carbon emission calculation to ensure data accuracy and completeness[140](index=140&type=chunk) - In fabric waste management, **36.4 tonnes** of non-hazardous fabric waste were re-integrated into the production process during the reporting period, demonstrating circular economy practices[155](index=155&type=chunk) - The report incorporates recommendations from the Task Force on Climate-related Financial Disclosures (TCFD) for the first time, comprehensively outlining climate-related risks and opportunities, governance structure, strategies, and scenario analysis[178](index=178&type=chunk)[199](index=199&type=chunk) [Social](index=70&type=section&id=Social) The Group focuses on employee welfare, supply chain ethics, and product safety, reporting 49 employees, 100% training coverage, zero fatalities, zero lost workdays, zero product recalls, zero customer complaints, and zero corruption cases, while rigorously managing 13 key suppliers - In employment, the Group has **49 employees**, with **69% female**; the highest turnover rate was in Hong Kong (**20%**) and among the **20-29 age group (27%)**[255](index=255&type=chunk)[257](index=257&type=chunk)[258](index=258&type=chunk) - In health and safety, the reporting period saw **zero work-related fatalities** and **zero lost workdays due to work-related injuries**[265](index=265&type=chunk)[268](index=268&type=chunk) - In development and training, **100% of employees** received training, with middle management having the highest average training hours (**3.75 hours**)[278](index=278&type=chunk)[280](index=280&type=chunk) - In product responsibility, there were **zero product recalls** due to safety and health reasons and **zero related complaints** during the reporting period[305](index=305&type=chunk)[306](index=306&type=chunk) - In anti-corruption, there were **no concluded corruption-related cases** during the reporting period, and anti-corruption training was provided to all directors and employees[312](index=312&type=chunk)[314](index=314&type=chunk) - In supply chain management, the Group conducts rigorous environmental and social risk assessments for suppliers located in Hong Kong (**8 suppliers**) and Mainland China (**5 suppliers**)[289](index=289&type=chunk)[290](index=290&type=chunk) [Directors' Report](index=91&type=section&id=Directors%27%20Report) This report outlines the Board's work for the fiscal year, covering principal business, performance, and share capital, confirming no final dividend recommendation, disclosing major client and supplier concentrations, and affirming compliance with non-competition undertakings and public float requirements - The Board does not recommend the payment of a final dividend for the current year[324](index=324&type=chunk) Customer and Supplier Concentration | Concentration Analysis | Percentage of Total | | :--- | :--- | | Sales to Largest Customer | 29.3% | | Sales to Top Five Customers | 82.2% | | Purchases from Largest Supplier | 34.0% | | Purchases from Top Five Suppliers | 85.6% | - Chairman Mr. Choi King Ting, through his wholly-owned JC Fashion International Group Limited, collectively holds a **74.91% equity interest** in the company[349](index=349&type=chunk)[351](index=351&type=chunk) - During the reporting period and up to the date of this report, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[358](index=358&type=chunk) - The company confirms that it maintained a public float of at least **25%** during the current year and up to the date of this report, in compliance with Listing Rules requirements[364](index=364&type=chunk) [Independent Auditor's Report](index=99&type=section&id=Independent%20Auditor%27s%20Report) This report by Debo CPA Limited provides an unmodified opinion on the consolidated financial statements, affirming they present a true and fair view, and highlights key audit matters including revenue recognition, trade receivables impairment, and asset impairment - The auditor issued an **unmodified opinion** on the Group's consolidated financial statements (true and fair view)[370](index=370&type=chunk) - Key audit matters include: - **Revenue Recognition for Apparel Products Supply**: Due to its significant contribution to total revenue and management's judgment on recognition timing - **Impairment Assessment of Trade Receivables**: Due to its significance to the consolidated financial position and subjective judgment and estimation of expected credit losses - **Impairment of Property, Plant and Equipment, Intangible Assets and Right-of-Use Assets**: Due to its significance to the consolidated financial statements and high level of management judgment in determining recoverable amounts[372](index=372&type=chunk)[373](index=373&type=chunk)[375](index=375&type=chunk)[377](index=377&type=chunk) [Consolidated Financial Statements](index=107&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's audited consolidated financial statements for the year ended April 30, 2025, including key statements and notes, showing annual revenue of HKD 153.8 million, a loss of HKD 6.041 million, total assets of HKD 116.5 million, and net assets of HKD 83.11 million [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=107&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This fiscal year, the Group recorded revenue of HKD 153.8 million, a 25.1% increase, and gross profit of HKD 30.35 million, up 65.6%, leading to a significant reduction in loss for the year to HKD 6.04 million Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (HKD thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 153,766 | 122,905 | | Gross Profit | 30,347 | 18,319 | | Loss Before Tax | (6,255) | (17,359) | | Loss for the Year | (6,041) | (17,147) | | Total Comprehensive Expense for the Year | (6,234) | (17,631) | | Basic Loss Per Share (HKD) | (0.189) | (0.536) | [Consolidated Statement of Financial Position](index=108&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of April 30, 2025, the Group's total assets increased to HKD 116.5 million, total liabilities rose to HKD 33.38 million due to new borrowings, and total equity decreased to HKD 83.11 million Consolidated Statement of Financial Position | Item (HKD thousand) | April 30, 2025 | April 30, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 20,032 | 26,662 | | Current Assets | 96,460 | 77,635 | | **Total Assets** | **116,492** | **104,297** | | **Liabilities and Equity** | | | | Current Liabilities | 32,872 | 13,349 | | Non-current Liabilities | 510 | 1,604 | | **Total Liabilities** | **33,382** | **14,953** | | **Total Equity** | **83,110** | **89,344** | [Consolidated Statement of Cash Flows](index=111&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This fiscal year, the Group experienced a net cash outflow from operating activities of HKD 12.74 million, net cash inflow from investing activities of HKD 3.82 million, and net cash inflow from financing activities of HKD 7.12 million, resulting in a year-end cash balance of HKD 30.44 million Consolidated Statement of Cash Flows | Item (HKD thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | (12,738) | 1,479 | | Net Cash from Investing Activities | 3,820 | 237 | | Net Cash from Financing Activities | 7,117 | (3,008) | | Net Decrease in Cash and Cash Equivalents | (1,801) | (1,292) | | Cash and Cash Equivalents at Year-End | 30,439 | 32,430 | [Financial Summary](index=175&type=section&id=Financial%20Summary) This summary provides key performance and financial position data for the Group over the past five fiscal years, showing fluctuating revenue, three consecutive years of pre-tax losses, and a declining net asset value Five-Year Financial Summary | Item (HKD thousand) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 153,766 | 122,905 | 149,362 | 168,888 | 120,932 | | (Loss) Profit Before Tax | (6,255) | (17,359) | (16,517) | 1,230 | 1,051 | | Net Assets | 83,110 | 89,344 | 106,975 | 126,194 | 125,960 |

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 SG Group Holdings Limited 樺欣控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1657） 1 樺欣控股有限公司 截至二零二五年四月三十日止年度的全年業績公告 樺欣控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公司及其附屬公 司截至二零二五年四月三十日止年度之綜合業績。本公告列載本公司截至二零二五年 四月三十日止年度的二零二五年年報全文，乃符合香港聯合交易所有限公司（「聯交所」） 證券上市規則（「上市規則」）中有關全年業績初步公告附載的資料之相關要求。 承董事會命 樺欣控股有限公司 主席、行政總裁兼執行董事 蔡敬庭 香港，二零二五年七月二十九日 於本公告日期，執行董事為蔡敬庭先生、蔡清丞先生及李麗美女士；而獨立非執行董事 為黎國鴻先生、楊存洲先生及 Cüneyt Bülent Bilâloˇglu 先生。 目錄 | 公司資料 | 2 | | --- ...

Financial Summary [Financial Summary](index=3&type=section&id=Financial%20Summary) The Group's revenue plummeted, resulting in a significant net loss driven by a sharp decline in Mainland China revenue Five-Year Financial Data Summary (HK$ million) | Financial Item (HK$ million) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | 2,408 | 2,644 | 3,945 | 4,416 | 3,956 | | **Total Liabilities** | 1,344 | 1,448 | 2,688 | 2,941 | 2,482 | | **Total Equity** | 1,064 | 1,196 | 1,257 | 1,475 | 1,474 | | **Revenue** | 280 | 862 | 1,217 | 155 | 226 | | **(Loss)/Profit Attributable to Owners** | (138) | 40 | 5 | (101) | 43 | | **(Loss)/Earnings Per Share (HK cents)** | (17.05) | 5.43 | 0.63 | (13.77) | 5.84 | | **Dividend** | – | – | – | – | – | - In fiscal year 2025, revenue from Mainland China was **HK$279.7 million**, a sharp decrease from HK$862.2 million in fiscal year 2024, which was the primary reason for the decline in the Group's total revenue[7](index=7&type=chunk) Corporate Information [Corporate Information](index=4&type=section&id=Corporate%20Information) This section outlines the company's core organizational structure, key personnel, and professional advisors - The Board of Directors comprises Executive, Non-executive, and Independent Non-executive Directors, with **Mr. Yue Ying as Chairman** and **Mr. Su Xiaonong as Chief Executive Officer**[11](index=11&type=chunk)[12](index=12&type=chunk) - The company has established Audit, Remuneration, and Nomination Committees, chaired by Independent Non-executive Director Mr. Chow Siu Hang or Non-executive Director Mr. Yue Ying to ensure governance independence[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) - The company's auditor is **Pan-China International CPA Limited**, and its shares are listed on The Stock Exchange of Hong Kong Limited under the stock code **508**[11](index=11&type=chunk)[15](index=15&type=chunk) Chairman's Statement [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Group reported a net loss due to property business decline but is diversifying through acquisitions and exploring new investments - The net loss for the year was mainly caused by a combination of factors: - Decreased sales recognized from the property development business in China - Impairment loss provisions for loans and interest receivable - Write-downs of properties under development and properties held for sale - The loss was partially offset by gains on fair value changes of financial assets[19](index=19&type=chunk)[21](index=21&type=chunk) - On March 31, 2025, the Group completed the acquisition of Savor Dining Collective Limited, re-entering the high-end catering business and now holds **six restaurants in prime locations in Shenzhen**[24](index=24&type=chunk)[27](index=27&type=chunk) - The Group will continue to explore investment opportunities in sectors such as **new energy, finance, marine industries, and property development**[25](index=25&type=chunk)[27](index=27&type=chunk) Management Discussion and Analysis [Business Review](index=9&type=section&id=Business%20Review) The Group's revenue fell 67.5% leading to a net loss, driven by property business decline, despite a turnaround in securities trading Performance by Business Segment (HK$ million) | Business Segment | 2025 Revenue | 2024 Revenue | 2025 (Loss)/Profit | 2024 (Loss)/Profit | | :--- | :--- | :--- | :--- | :--- | | **Securities Trading** | - | - | 31 | (5) | | **Loan Financing** | 56 | 71 | 44 | 152 | | **Property Development** | 223 | 791 | (187) | (12) | - As of March 31, 2025, the total principal amount of loans receivable was approximately **HK$882 million** (2024: HK$854 million), with annual interest rates ranging from **6% to 8%**[45](index=45&type=chunk)[49](index=49&type=chunk) - The acquisition of the catering service business was completed on March 31, 2025, marking the Group's re-entry into the restaurant industry with **six high-end restaurants in Shenzhen**[83](index=83&type=chunk)[86](index=86&type=chunk) [Financial Review](index=17&type=section&id=Financial%20Review) The Group's financial position weakened with decreased revenue and cash reserves, though gross profit margin improved Key Financial Indicators (HK$ million) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | **Revenue** | 280 | 862 | | **Gross Profit** | 60 | 108 | | **Gross Profit Margin** | 21.4% | 12.5% | | **Shareholders' Funds** | 1,064 | 1,196 | | **Cash and Bank Balances** | 51 | 114 | - The total debt-to-equity ratio increased from **0.82** in 2024 to **0.92** in 2025, and the net debt-to-equity ratio rose from **0.72** to **0.87**[103](index=103&type=chunk)[108](index=108&type=chunk) - As of March 31, 2025, the fair value of the Group's listed equity securities was approximately **HK$41 million**, with a recorded fair value gain of about **HK$31 million**[94](index=94&type=chunk)[100](index=100&type=chunk) [Strategy and Outlook](index=19&type=section&id=Strategy%20and%20Outlook) The Group will maintain core operations while actively seeking new investment opportunities in strategic growth sectors - The Group will continue to explore new investment opportunities beyond its existing businesses to strengthen its core operations and enhance shareholder value[116](index=116&type=chunk)[121](index=121&type=chunk) - Key investment areas of focus include **resource and energy projects, property development, fintech, pharmaceuticals, and marine industries**[116](index=116&type=chunk)[121](index=121&type=chunk) Directors and Senior Management Profile [Directors and Senior Management Profile](index=19&type=section&id=Directors%20and%20Senior%20Management%20Profile) This section details the extensive professional backgrounds and diverse expertise of the company's directors and senior management - Executive Directors **Mr. Su Xiaonong** and **Mr. Zeng Shan** possess decades of experience in investment management, corporate restructuring, and venture capital[122](index=122&type=chunk)[123](index=123&type=chunk) - Non-executive Director and Chairman **Mr. Yue Ying** has over 30 years of experience in banking, finance, and risk management, having held senior positions at several major banks[127](index=127&type=chunk) - The team of Independent Non-executive Directors comprises professionals with backgrounds in **audit, accounting, law, and banking**, providing independent oversight for corporate governance[133](index=133&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) Corporate Governance Report [Corporate Governance Framework](index=25&type=section&id=Corporate%20Governance%20Framework) The company adheres to high corporate governance standards, with separate Chairman and CEO roles, despite some minor code deviations - During the reporting period, the company complied with all code provisions of the Corporate Governance Code, with some deviations such as **the notice period for seven board meetings being less than 14 days**[146](index=146&type=chunk)[176](index=176&type=chunk) - A director of a subsidiary, **Mr. Li Guangyu**, inadvertently conducted two share transactions during a blackout period, breaching the Model Code; the company has taken remedial actions[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - Since October 15, 2024, the roles of **Chairman (Mr. Yue Ying)** and **Chief Executive Officer (Mr. Su Xiaonong)** have been held by different individuals, in compliance with the code[184](index=184&type=chunk) [Board Committees](index=33&type=section&id=Board%20Committees) The company's governance is supported by Audit, Remuneration, and Nomination committees to ensure oversight and accountability - The Audit Committee comprises three Independent Non-executive Directors, with Chairman **Mr. Chow Siu Hang** holding professional accounting qualifications; it held **3 meetings** to review financial reports and internal controls[195](index=195&type=chunk)[201](index=201&type=chunk)[203](index=203&type=chunk) - The Remuneration Committee, consisting of three Independent Non-executive Directors and one Executive Director, held **3 meetings** to review the remuneration packages for directors and senior management[205](index=205&type=chunk)[208](index=208&type=chunk) - The Nomination Committee reviews the Board's structure and composition and has adopted a board diversity policy; as of March 31, 2025, the Board included **one female director**[213](index=213&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) [Risk Management and Internal Control](index=42&type=section&id=Risk%20Management%20and%20Internal%20Control) The Group maintains a COSO-based risk management and internal control system, which was deemed effective by the Board - The Group's risk management system involves risk identification, assessment, and management, while its internal control system is based on the **COSO 2013 framework**[239](index=239&type=chunk)[240](index=240&type=chunk) - The Board, through the Audit Committee, conducted an annual review of the risk management and internal control systems and concluded they were **effective and adequate**[253](index=253&type=chunk)[261](index=261&type=chunk) - The Group's internal audit function is outsourced to an independent professional firm, whose annual review found the systems to be **generally satisfactory with no major control deficiencies identified**[247](index=247&type=chunk)[254](index=254&type=chunk) [Shareholders' Rights](index=46&type=section&id=Shareholders'%20Rights) This section outlines procedures for shareholders to convene meetings, make inquiries, and propose resolutions - Shareholders holding not less than **one-tenth of the paid-up capital** of the company may request the Board to convene a special general meeting[270](index=270&type=chunk) - The company has established multiple channels, including email, mail, and general meetings, to ensure two-way communication with shareholders[272](index=272&type=chunk) - The company adopted a dividend policy in March 2019, but dividend declaration is not guaranteed and depends on various factors including financial condition and future capital needs[277](index=277&type=chunk)[278](index=278&type=chunk) Environmental, Social and Governance Report [A. Environmental Aspects](index=54&type=section&id=A.%20Environmental%20Aspects) The Group reduced its environmental footprint, primarily due to the completion of property projects, and is managing climate-related risks Environmental Performance Data | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | **Total GHG Emissions** | tonnes CO2e | 49.5 | 146 | | **Total Energy Consumption** | MWh | 84 | 254 | | **Total Water Consumption** | m³ | 4,216 | 3,833 | | **Non-hazardous Waste** | tonnes | 0.25 | 0.25 | - The significant reduction in greenhouse gas emissions and energy consumption was mainly attributable to the **completion of projects in the property development business**[326](index=326&type=chunk)[327](index=327&type=chunk) - The Group has identified climate-related risks, including transition risks like stricter building regulations and physical risks like extreme weather, and has developed corresponding mitigation strategies[357](index=357&type=chunk)[359](index=359&type=chunk)[360](index=360&type=chunk) [B. Social Aspects](index=63&type=section&id=B.%20Social%20Aspects) The Group expanded its workforce through acquisition while maintaining strong labor standards, product responsibility, and anti-corruption measures - As of March 31, 2025, the total number of employees increased significantly to **264** (2024: 49), with an annual employee turnover rate of **16%**[367](index=367&type=chunk)[368](index=368&type=chunk)[369](index=369&type=chunk) - Over the past three years, the Group recorded **no lost days due to work injury** and **no work-related fatalities**[376](index=376&type=chunk) - The Group strictly adheres to anti-corruption regulations with established reporting policies; there were **no legal cases regarding corrupt practices** against the Group or its employees during the period[400](index=400&type=chunk)[401](index=401&type=chunk) - During the reporting period, the Group received **no complaints regarding its products and services** and identified **no violations of customer data protection regulations**[393](index=393&type=chunk)[399](index=399&type=chunk) Report of the Directors [Business and Financial Overview](index=79&type=section&id=Business%20and%20Financial%20Overview) The Group's principal activities are investment holding and its subsidiaries' operations, with no final dividend proposed for the year - The Board **does not recommend the payment of a final dividend** for the year ended March 31, 2025[427](index=427&type=chunk)[433](index=433&type=chunk) - Revenue from the five largest customers accounted for approximately **4%** of total revenue, while purchases from the five largest suppliers accounted for about **86%** of total purchases[439](index=439&type=chunk)[444](index=444&type=chunk) - As of March 31, 2025, the Group had **264** full-time employees worldwide (2024: 49), with total annual staff costs of approximately **HK$10 million**[440](index=440&type=chunk)[445](index=445&type=chunk) [Directors' and Shareholders' Interests](index=82&type=section&id=Directors'%20and%20Shareholders'%20Interests) This section discloses the shareholding interests of directors and major shareholders, identifying Mr. Li Guangyu as the ultimate controlling party Interests of Directors and Chief Executive | Name of Director | Capacity | Number of Shares Held | Approx. % of Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Su Xiaonong | Beneficial owner | 1,465,500 | 0.17% | | Mr. Zeng Shan | Beneficial owner | 20,546,500 | 2.42% | Substantial Shareholders' Interests | Name of Substantial Shareholder | Capacity | Number of Shares Held | Approx. % of Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Li Guangyu | Beneficial owner & interest of controlled corporation | 326,071,540 | 38.33% | | Winner Zone Capital Investment Limited | Beneficial owner | 297,967,040 | 35.03% | | China State Shipbuilding Corporation Limited | Interest of controlled corporations | 90,868,500 | 10.68% | [Share Option Scheme](index=86&type=section&id=Share%20Option%20Scheme) The company's old share option scheme expired, and a new scheme was adopted in November 2023 with no options granted yet - The remaining **60,950,000 options** under the old share option scheme lapsed after April 10, 2024, leaving no outstanding options under that scheme as of March 31, 2025[492](index=492&type=chunk)[497](index=497&type=chunk) - The company adopted a new 10-year share option scheme on November 3, 2023, with a total of **73,567,830 shares** available for issue, representing approximately **8.65%** of the issued shares[499](index=499&type=chunk)[503](index=503&type=chunk) - As of the date of this report, **no options have been granted** under the new share option scheme[505](index=505&type=chunk)[515](index=515&type=chunk) Independent Auditor's Report [Auditor's Opinion and Key Audit Matters](index=96&type=section&id=Auditor's%20Opinion%20and%20Key%20Audit%20Matters) The auditor issued an unqualified opinion, highlighting impairment of loans receivable and property valuation as key audit matters - The auditor issued an **unqualified opinion** on the Group's consolidated financial statements[556](index=556&type=chunk)[558](index=558&type=chunk) - Key Audit Matter 1: **Impairment assessment of loans and interest receivable**, which had a carrying amount of approximately HK$852 million with a loss allowance of HK$96.29 million, involving significant management judgment on the ECL model[561](index=561&type=chunk)[564](index=564&type=chunk)[565](index=565&type=chunk) - Key Audit Matter 2: **Net realizable value assessment of properties under development and held for sale**, with a combined carrying amount of approximately HK$1.049 billion and a write-down of HK$140 million, requiring high-level management judgment[570](index=570&type=chunk)[572](index=572&type=chunk)[573](index=573&type=chunk) Consolidated Financial Statements [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=104&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group's revenue declined sharply, leading to a net loss attributable to owners of HK$138 million for the fiscal year Key Data from Consolidated Statement of Profit or Loss (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | **Revenue** | 279,708 | 862,189 | | **Gross Profit** | 59,947 | 108,018 | | **(Loss)/Profit Before Tax** | (127,354) | 116,547 | | **(Loss)/Profit Attributable to Owners** | (138,195) | 39,984 | | **Basic and Diluted (Loss)/Earnings Per Share (HK cents)** | (17.05) | 5.43 | [Consolidated Statement of Financial Position](index=105&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) The Group's total assets and equity decreased, primarily due to a reduction in the value of property assets Key Data from Consolidated Statement of Financial Position (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | **Total Assets** | 2,408,279 | 2,644,228 | | Non-current Assets | 135,185 | 54,074 | | Current Assets | 2,273,094 | 2,590,154 | | **Total Liabilities** | 1,344,370 | 1,448,363 | | Current Liabilities | 1,315,450 | 1,447,262 | | Non-current Liabilities | 28,920 | 1,101 | | **Total Equity** | 1,063,909 | 1,195,865 | [Consolidated Statement of Cash Flows](index=110&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group experienced a net cash outflow from operating activities, resulting in a decrease in cash and cash equivalents Key Data from Consolidated Statement of Cash Flows (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | **Net Cash From Operating Activities** | (79,699) | 225,786 | | **Net Cash From Investing Activities** | 553 | 361 | | **Net Cash From Financing Activities** | 30,115 | (314,292) | | **Net Decrease in Cash and Cash Equivalents** | (49,031) | (88,145) | | **Cash and Cash Equivalents at End of Year** | 51,473 | 113,981 | [Notes to the Consolidated Financial Statements](index=112&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail the basis of preparation, segmental performance, and the acquisition of a new catering business - Despite the Group's loss, the ultimate controlling party, **Mr. Li Guangyu**, has committed not to demand repayment of his HK$980 million loan before March 31, 2026, thus supporting the going concern basis of the financial statements[621](index=621&type=chunk)[623](index=623&type=chunk) Segment Assets and Liabilities for FY2025 (HK$'000) | Business Segment | Segment Assets | Segment Liabilities | | :--- | :--- | :--- | | **Securities Trading** | 40,665 | – | | **Loan Financing** | 851,696 | – | | **Property Development** | 1,401,713 | 127,082 | | **Catering Services** | 78,804 | 56,867 | - On March 31, 2025, the Group acquired Savor Group for a base consideration of **HK$22 million**, which resulted in goodwill of HK$63,000 that was **fully impaired** within the year[913](index=913&type=chunk)[916](index=916&type=chunk)[918](index=918&type=chunk)

Operations and Market Position - The group operates approximately 1,220 non-franchised public buses and 492 luxury cars as of March 31, 2025[8]. - The group has a strong market position in school buses, tourism, hotel, and employee bus services, with daily bus services connecting New Territories to Hong Kong Island[9]. - The acquisition of 100% of the shares of various bus operators has solidified the group's position in the non-franchised bus market in Hong Kong[11]. - The group is the sole operator of the Hong Kong-Zhuhai-Macao Bridge shuttle bus service, benefiting from increased traffic and business opportunities since its opening[12]. - The group has expanded its operations through strategic acquisitions, including the purchase of 100% of the shares of several mid-sized bus operators[11]. - The group has established a 24-hour cross-border shuttle bus network connecting various key locations, enhancing its service offerings[10]. - The group has a significant presence in the tourism bus service sector, being the largest provider in Hong Kong after acquiring key competitors[9]. - The group has maintained a strong focus on expanding its cross-border bus services, particularly to Shenzhen and other key areas[10]. Financial Performance - The group recorded a net profit of approximately HKD 147,400,000 for the year, a significant increase from HKD 52,200,000 in the previous year, representing a growth of 182.3%[33]. - Revenue for the year was approximately HKD 2,529,900,000, up 20.7% from HKD 2,095,400,000 in the previous year[39]. - Earnings per share for the year were HKD 0.267, compared to HKD 0.067 in the previous year, marking a 300% increase[33]. - The gross profit for the year was approximately HKD 661,900,000, an increase of 44.9% from HKD 456,800,000 in the previous year, with a gross margin rising from 21.8% to 26.2%[39]. - The non-patented bus segment generated revenue of approximately HKD 1,733,000,000, a 21.7% increase, driven by strong contributions from cross-border and local bus services[41]. - The cross-border bus service revenue reached approximately HKD 798,700,000, while local bus services contributed about HKD 934,300,000[41]. - The group experienced robust financial performance due to the recovery of inbound tourism and increased demand for local and cross-border services[39]. Strategic Initiatives and Innovations - The group has invested in new technologies and services to improve operational efficiency and customer experience[9]. - The group has formed a joint venture with Hafil Transport Company L.L.C. in Saudi Arabia to operate intercity bus services, marking a significant expansion into overseas markets[13]. - The fully-owned subsidiary, Kwan Chung Smart Mobility Limited, was established in 2023 to innovate traditional bus services towards electrification and smart solutions[13]. - A contract was awarded to KCM-PML Joint Venture for the development of an autonomous vehicle transport system, which will be Hong Kong's first autonomous public transport system[13]. - The company is exploring business transformation opportunities in its long-distance bus operations in Hubei province, focusing on replacing old diesel buses with electric ones, which has received positive feedback from the local government[48]. - The company is committed to developing smart mobility technologies, leveraging advancements in autonomous driving to enhance operational efficiency and user experience[49]. - The goal of the smart mobility subsidiary is to reduce labor costs while improving operational safety and reliability through cutting-edge autonomous driving technology[49]. - The company is strategically allocating resources and collaborating with top local tech teams and internationally renowned automotive manufacturers to develop L4 level fully autonomous driving solutions tailored for Hong Kong's complex road conditions[49]. Governance and Management - The management team includes experienced professionals with extensive backgrounds in transportation and finance, ensuring effective leadership and operational oversight[20][21][22]. - The company has appointed Mr. Fang Wenjie and Mr. Chen Fanggang as independent non-executive directors since 2016, bringing extensive legal and financial expertise to the board[24][25]. - The company’s Chief Operating Officer, Mr. Huang Zhuotian, oversees daily management and operations, with a focus on autonomous driving projects since November 2023[27]. - Dr. Zheng Jingkai, the Director of China Operations, is concentrating on hotel management in Chongqing and tourism development in Sichuan Province[28]. - Mr. Feng Weixiang, General Manager of Tourism and Project Development, has extensive experience in cross-border travel management and has been with the company since December 2017[29]. - The board includes professionals with qualifications from prestigious institutions, enhancing the company’s governance and strategic direction[24][25][26]. - The company is committed to maintaining high standards of legal compliance and operational efficiency under the leadership of its experienced management team[27][29]. - The company’s management team is well-connected within the industry, facilitating potential partnerships and growth opportunities[28][29]. Shareholder and Financial Policies - The company has established a shareholder communication policy to ensure timely and accurate information dissemination to stakeholders[111]. - The company maintains a website to provide stakeholders with updates on business developments and financial information[111]. - The company has adopted strict environmental policies and practices to ensure compliance with current environmental laws and regulations[180]. - The company has not entered into any significant management or administrative contracts during the reporting period[177]. - The company has maintained compliance with relevant laws and regulations throughout the fiscal year ending March 31, 2025[182]. - The company has not made any significant acquisitions or investments during the year, focusing instead on internal cash flow for funding operations[61][63]. Audit and Compliance - The audit committee reviewed and ensured the independence and objectivity of the external auditor, Ernst & Young, with total fees paid or payable amounting to HKD 5,008,000, which includes HKD 4,000,000 for the annual audit and HKD 1,008,000 for non-audit related services[104]. - The audit process identified significant risks of material misstatement in the consolidated financial statements due to fraud or error, necessitating the design and execution of appropriate audit procedures[199]. - The auditor evaluated the appropriateness of accounting policies adopted by the board and the reasonableness of accounting estimates and related disclosures[199]. - The audit committee assists the board in overseeing the financial reporting process of the group[197]. - The company confirmed that there are no significant uncertainties regarding events or conditions that may cast substantial doubt on the group's ability to continue as a going concern[103]. - The board is responsible for establishing and maintaining effective risk management and internal control systems to manage risks associated with achieving business objectives[106]. - The internal audit department conducts regular reviews to identify risks and compliance issues, reporting significant findings to the audit committee[110]. Community and Social Responsibility - The company is actively involved in community activities and has members serving on various non-governmental organizations and committees[26][28]. - Charitable donations made during the year totaled HKD 7,380,000, significantly higher than HKD 1,560,000 in 2024[135].

Palasino Holdings Limited 百樂皇宮控股有限公司 (Incorporated in the Cayman Islands with limited liability) ( 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ) Stock Code 股份代號：2536 2025 中 期 報 告 Palasino Holdings Limited 百 ANNUAL REPORT 年報 INTERIM REP ORT 2 024-25 樂 皇 宮 控 股 有 限 公 司 目錄 2 公司資料 3 財務及營運摘要 4 主席報告書 5 行政總裁報告書 7 董事及高級管理層簡介 14 五年財務概要 15 管理層討論及分析 29 非香港財務報告準則財務計量 30 董事會報告 40 企業管治報告書 53 獨立核數師報告書 57 綜合損益及其他全面收益表 58 綜合財務狀況表 60 綜合權益變動表 61 綜合現金流量表 63 綜合財務報表附註 116 主要物業一覽表 118 字彙 2 百樂皇宮控股有限公司 廖毅榮（主席） 林錦才 吳先僑 焦捷（於二零二四年七月一日獲委任） 提名委員會 公司資料 於 ...

公司資料 董事會 執行董事 陳龍先生 （主席） 謝海州先生（於二零二四年十一月一日辭任） 陳紹嘉先生 （執行總裁） 獨立非執行董事 年 報 Annual Report Annual Report 2024/25 年報 目錄 2 公司資料 4 主席報告書 6 五年財務摘要 7 管理層討論及分析 14 董事履歷 17 企業管治報告 30 董事會報告 42 環境、社會及管治報告 62 獨立核數師報告 66 綜合損益及其他全面收益表 67 綜合財務狀況報表 68 綜合權益變動表 70 綜合現金流量表 71 綜合財務報表附註 袁偉健先生 劉耀傑先生（於二零二四年十一月一日辭任） 馬世欽先生 紀鈴子女士（於二零二四年十一月一日獲委任） 審核委員會 袁偉健先生 （主席） 紀鈴子女士 馬世欽先生 薪酬委員會 馬世欽先生 （主席） 陳龍先生 袁偉健先生 紀鈴子女士 提名委員會 袁偉健先生 （主席） 陳龍先生 紀鈴子女士 馬世欽先生 公司秘書 王潤輝先生 授權代表 陳龍先生 王潤輝先生 註冊辦事處 Clarendon House 2 Church Street Hamilton HM 11 Bermuda 主要營業地點 香港九龍 ...

[Corporate Information](index=3&type=section&id=Corporate%20Information) Details essential corporate information: board members, company secretary, registered office, share registrar, principal bankers, and auditor - The report details core company information including board members, company secretary, registered office, share registrar, principal bankers, and auditor[8](index=8&type=chunk)[9](index=9&type=chunk)[11](index=11&type=chunk) [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) Reviews FY2025 performance, noting revenue decline but narrowed losses amidst global challenges, detailing segment performance and future strategies [Results Overview](index=5&type=section&id=Results) FY2025 consolidated revenue decreased amidst challenging markets, but effective cost control narrowed losses attributable to equity holders and loss per share FY2025 Performance Summary | Metric | FY2025 (HKD thousands) | FY2024 (HKD thousands) | | :--- | :--- | :--- | | Consolidated Revenue | 186,787 | 211,845 | | Loss Attributable to Equity Holders | 18,821 | 19,352 | | Loss Per Share (HK cents) | 7.27 | 7.45 | [Business Review](index=5&type=section&id=Business%20Review) This section analyzes the operating conditions of key segments, noting stable frozen meat trading, pressured catering, and a strategic investment in FSMHL [Frozen Meats Trading](index=6&type=section&id=Frozen%20Meats%20Trading) Despite stable Hong Kong economic growth but challenging local demand, the frozen meat trading business maintained stable revenue by introducing new products - Through strategic marketing and market penetration, new products like Japan's "Hokkaido Yukiyume Buta" achieved good sales in their first year, maintaining stable revenue for the frozen meat trading business in a challenging environment[27](index=27&type=chunk)[33](index=33&type=chunk) - To adapt to market changes, the company will continue to focus on chain fast-food restaurants and actively expand its product portfolio, especially high-quality frozen meats, cooked foods, and premium products from Japan and Southeast Asia[27](index=27&type=chunk)[33](index=33&type=chunk) [Catering Business](index=7&type=section&id=Catering%20Business) The catering business faced severe challenges from economic stagnation and cross-border consumption trends, but achieved revenue and gross margin growth through strategic adjustments - Facing market difficulties, the company achieved growth in revenue and gross margin by introducing affordable meal options, optimizing ingredient procurement, and conducting social media promotions in mainland China[30](index=30&type=chunk)[34](index=34&type=chunk) [Other Business](index=7&type=section&id=Other%20Business) The communications and advertising design business segment achieved stable growth during the year, contributing positively to the Group's performance - The communications and advertising design business achieved stable growth throughout the year, contributing positively to the Group's performance and successfully expanding into new business areas in catering and banking[32](index=32&type=chunk)[35](index=35&type=chunk) [Food Business Investment](index=8&type=section&id=Food%20Business%20Investment) The Group maintains a strategic investment of approximately 29.85% in associate FSMHL, which contributed significantly reduced profit this fiscal year Profit from Associates | Fiscal Year | Profit from Associates (HKD) | | :--- | :--- | | 2025 | 3,034,000 | | 2024 | 10,393,000 | - FSMHL's core business is food agency, possessing an extensive distribution network and focusing on high-quality daily necessities like Japanese eggs, milk, tofu, and rice, creating stable revenue streams[39](index=39&type=chunk)[43](index=43&type=chunk) [Prospects](index=8&type=section&id=Prospects) Facing global economic uncertainty and Hong Kong's market transformation, the Group plans flexible marketing, accelerated product development, and strengthened partnerships - The Group plans to actively respond to the volatile market environment by accelerating product development, strengthening brand building, expanding customer platforms, and deepening overseas cooperation[47](index=47&type=chunk)[52](index=52&type=chunk) - Strategic partner FSMHL will continue its "rooted in Hong Kong, deeply cultivated in mainland China, looking globally" strategy, focusing on snack food development to maintain industry leadership[49](index=49&type=chunk)[53](index=53&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) This section analyzes the Group's operating results and financial position, noting an 11.8% revenue decline, reduced gross margin, but improved operating expense ratio and stable financial health [Business Segment Analysis](index=10&type=section&id=Business%20Segment%20Analysis) The Group's total revenue decreased by 11.8% to HKD 187 million, primarily due to a halving of catering business revenue from restaurant closures Frozen Meats Trading Business Performance | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | Revenue | 157,565,000 | 157,525,000 | | Segment Result | (6,425,000) Loss | (5,108,000) Loss | | Overall Profit Margin | 5.0% | 6.6% | Catering Business Performance | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | Revenue | 25,137,000 | Approx. 50,431,000 (estimated) | | Revenue Change | -50.2% | - | | Segment Result | (5,601,000) Loss | (10,036,000) Loss | Other Business (Communications and Advertising Design) Performance | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | Revenue | 4,085,000 | 3,889,000 | | Revenue Change | +5.0% | - | | Segment Profit | 1,592,000 | 1,821,000 | [Key Performance Indicators](index=11&type=section&id=Key%20Performance%20Indicators) Key performance indicators show a significant drop in overall gross margin to 15.0%, stable turnover days, and an improved operating expense to sales ratio Key Performance Indicators | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue (HKD thousands) | 186,787 | 211,845 | | Gross Margin (%) | 15.0 | 21.4 | | Trade Receivables Turnover (days) | 33 | 32 | | Inventory Turnover (days) | 92 | 90 | | Operating Expenses to Sales Ratio (%) | 20.3 | 24.4 | - The Group's gross margin decline is primarily due to a decrease in the trading segment's gross margin from **6.6% to 5.0%**, despite an increase in the catering segment's gross margin from **63.0% to 67.1%**, which was offset by its revenue decline[78](index=78&type=chunk)[83](index=83&type=chunk) - The decrease in the operating expenses to sales ratio is mainly attributed to improved operational efficiency, enhanced cost control, and reduced expenses from closing two restaurants[81](index=81&type=chunk)[86](index=86&type=chunk) [Food Business Investment Review](index=13&type=section&id=Food%20Business%20Investment%20Review) The Group's strategic investment in FSMHL yielded significantly lower profit this fiscal year, though FSMHL's core distribution business remains solid - The Group's equity holding in FSMHL slightly decreased from **29.99% to 29.85%**, with attributable profit significantly reduced to **HKD 3,034,000** this fiscal year from **HKD 10,393,000** last year[88](index=88&type=chunk)[92](index=92&type=chunk) - FSMHL's core food distribution business, with its extensive network, focuses on high-quality daily foods like Japanese eggs and dairy products, and the acquisition of Miyata Co., Ltd. strengthened its synergies in the Japanese market[89](index=89&type=chunk)[90](index=90&type=chunk)[93](index=93&type=chunk) [Liquidity and Financial Resources](index=14&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintains a sound financial position, relying on internal cash flow and bank credit, with low gearing and increased cash reserves Financial Resources Overview (as at March 31, 2025) | Metric | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Bank Credit Facilities | 200,753,000 | 200,753,000 | | Utilized Credit Ratio | 13% | 15% | | Gearing Ratio | 5% | 6% | | Cash and Cash Equivalents | 80,294,000 | 74,575,000 | [Report of the Directors](index=15&type=section&id=Report%20of%20the%20Directors) This report outlines the company's principal activities, financial performance, and corporate governance for FY2025, including a loss, no dividend, and share repurchases [Principal Activities and Business Review](index=15&type=section&id=Principal%20Activities%20and%20Business%20Review) The company's principal activity is investment holding, with subsidiaries engaged in frozen meat, seafood, vegetable trading, restaurant operations, and advertising design - The company's principal business is investment holding, with specific business activities of its subsidiaries and associates detailed in notes 1 and 16 to the financial statements[104](index=104&type=chunk)[108](index=108&type=chunk) [Results and Dividend](index=15&type=section&id=Results%20and%20Dividend) The Group recorded a loss for the year ended March 31, 2025, and the Board of Directors does not recommend any dividend payment - The Board of Directors does not recommend the payment of any dividend for the current year[106](index=106&type=chunk)[110](index=110&type=chunk) [Summary Financial Information](index=16&type=section&id=Summary%20Financial%20Information) This report provides a summary of key financial data for the past five fiscal years, showing a decline in revenue and a consistent loss in FY2025 Summary of Five-Year Financial Performance (HKD millions) | Fiscal Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 186.8 | 211.8 | 231.6 | 183.1 | 131.1 | | **Profit/(Loss) for the Year** | (19.4) | (19.1) | 2.3 | (15.8) | (3.7) | | **Total Assets** | 584.7 | 611.4 | 653.6 | 685.2 | 684.0 | | **Total Liabilities** | (57.5) | (66.9) | (69.4) | (80.3) | (59.2) | [Purchase, Sale or Redemption of Listed Securities](index=17&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities) In FY2025, the company repurchased and cancelled 2.162 million ordinary shares for approximately HKD 0.982 million to enhance net asset value per share Share Repurchase Details | Month of Repurchase | Number of Shares | Highest Price Per Share (HKD) | Lowest Price Per Share (HKD) | Total Consideration (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | October 2024 | 1,064,000 | 0.460 | 0.425 | 467 | | December 2024 | 912,000 | 0.495 | 0.430 | 430 | | January 2025 | 186,000 | 0.480 | 0.450 | 85 | | **Total** | **2,162,000** | | | **982** | [Directors' and Chief Executive's Interests](index=20&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests) As of March 31, 2025, the report discloses directors' share interests in the company and its associate, FSMHL - Mr. TAI Tak Fung, Stephen, holds a total of **90,739,177 shares**, representing **35.25%** of the company's issued share capital, through personal and controlled corporations[147](index=147&type=chunk) - In associate FSMHL, Mr. TAI Tak Fung holds **234,528,000 shares** (**61.69%**), and Mr. TAI Chun Kit holds **11,600,000 shares** (**3.05%**)[149](index=149&type=chunk) [Substantial Shareholders' Interests](index=23&type=section&id=Substantial%20Shareholders'%20Interests) This section discloses the shareholdings of substantial shareholders, excluding directors, including SAL, CGL, and Ms. WU Mei Yung, Quinly Substantial Shareholders' Shareholdings | Name of Substantial Shareholder | Number of Shares Held | Nature of Interest | Approximate Percentage | | :--- | :--- | :--- | :--- | | Special Access Limited (SAL) | 52,907,250 | Corporate Interest | 20.55% | | Careful Guide Limited (CGL) | 30,914,000 | Corporate Interest | 12.01% | | WU Mei Yung, Quinly (胡美容) | 90,739,177 | Family and Corporate Interest | 35.25% | [Continuing Connected Transactions](index=28&type=section&id=Continuing%20Connected%20Transactions) The Group engaged in continuing connected transactions with Kamichiku Holdings Co., Ltd. for beef procurement, which were confirmed to be compliant and fair - The Group procured high-quality beef products from connected person Kamichiku Holdings Co., Ltd., with transaction amounts for the year ended March 31, 2025, totaling approximately **HKD 16,344,000**, below the annual cap of **HKD 50,000,000**[188](index=188&type=chunk)[192](index=192&type=chunk) - Independent non-executive directors and the company's auditor, Ernst & Young, have reviewed and confirmed that these continuing connected transactions were entered into in the ordinary course of the Group's business on normal commercial terms, fair and reasonable, and in the overall interest of shareholders[193](index=193&type=chunk)[194](index=194&type=chunk) [Corporate Governance Report](index=31&type=section&id=Corporate%20Governance%20Report) This report details the company's adherence to corporate governance codes in FY2025, covering board structure, committees, risk management, and shareholder rights [Board of Directors](index=32&type=section&id=Board%20of%20Directors) The Board comprises seven directors, meeting listing rule requirements, responsible for strategy and risk oversight, with active participation and ongoing professional development - The Board of Directors, chaired by Mr. TAI Chun Kit, includes executive, non-executive, and independent non-executive directors, with its structure and committee members clearly outlined[225](index=225&type=chunk) - Ms. WONG Ting Yuk was appointed as an executive director on **July 1, 2024**, to enhance the Board's composition[227](index=227&type=chunk)[231](index=231&type=chunk) - All directors complied with continuous professional development requirements during the reporting year, updating their knowledge and skills through seminars, internal training, and relevant readings[246](index=246&type=chunk)[249](index=249&type=chunk) [Board Committees](index=37&type=section&id=Board%20Committees) The company has established Audit, Remuneration, and Nomination Committees to assist the Board, ensuring oversight of financial reporting, executive compensation, and board composition - The Audit Committee, composed of three independent non-executive directors, held two meetings during the year to review annual and interim financial statements[257](index=257&type=chunk)[259](index=259&type=chunk)[262](index=262&type=chunk) - The Remuneration Committee, comprising one executive director and three independent non-executive directors, held one meeting during the year to review remuneration policies and executive compensation packages[265](index=265&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk) - The Nomination Committee adopted a Board Diversity Policy and appointed a female director on **July 1, 2024**, to achieve gender diversity[286](index=286&type=chunk)[295](index=295&type=chunk)[302](index=302&type=chunk) [Risk Management and Internal Controls](index=42&type=section&id=Risk%20Management%20and%20Internal%20Controls) The Board affirms its responsibility for maintaining effective risk management and internal control systems, which are regularly monitored and deemed sufficient - The Board bears ultimate responsibility for maintaining risk management and internal control systems, designed to manage rather than eliminate business risks, ensuring the security of shareholder investments and Group assets[312](index=312&type=chunk)[318](index=318&type=chunk) - The Board has reviewed and confirmed the effectiveness and adequacy of the risk management and internal control systems for the current year, including resources and staff qualifications for accounting and financial reporting functions[325](index=325&type=chunk)[328](index=328&type=chunk) [Shareholders' Rights](index=44&type=section&id=Shareholders'%20Rights) This section clarifies shareholders' rights and procedures for convening meetings, nominating directors, and proposing resolutions, in compliance with Hong Kong Company Ordinance - Shareholders holding at least **5%** of the voting rights can request to convene a general meeting[333](index=333&type=chunk)[340](index=340&type=chunk) - Shareholders holding at least **2.5%** of the voting rights or at least **50** shareholders can request circulation of resolutions at an annual general meeting[335](index=335&type=chunk)[342](index=342&type=chunk) [Independent Auditor's Report](index=47&type=section&id=Independent%20Auditor's%20Report) Ernst & Young issued an unqualified opinion on the Group's FY2025 consolidated financial statements, highlighting "Impairment assessment of investments in associates" as a key audit matter [Opinion](index=47&type=section&id=Opinion) Ernst & Young issued an unqualified opinion, stating the consolidated financial statements fairly present the Group's financial position, performance, and cash flows for FY2025 - The auditor issued an **unqualified opinion** on the Group's consolidated financial statements[362](index=362&type=chunk)[364](index=364&type=chunk) [Key Audit Matter](index=48&type=section&id=Key%20Audit%20Matter) The key audit matter is the impairment assessment of investments in associates, particularly FSMHL, due to its significant carrying amount and management's critical judgments - The key audit matter is the impairment assessment of investments in associates (primarily FSMHL), due to its significant carrying amount of **HKD 370,590,000** and the significant management judgments involved in the assessment[370](index=370&type=chunk) - The auditor addressed this key audit matter by reviewing management's discounted cash flow forecasts, performing sensitivity analyses, and utilizing internal valuation experts to assess methodologies and discount rates[370](index=370&type=chunk) [Audited Financial Statements](index=52&type=section&id=Audited%20Financial%20Statements) This section presents the Group's complete audited financial statements for FY2025, including income, position, cash flow statements, and detailed notes [Consolidated Statement of Profit or Loss](index=53&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) In FY2025, the Group reported consolidated revenue of HKD 187 million, a 11.8% decrease, with gross profit down 38%, and a slight increase in annual loss Consolidated Statement of Profit or Loss Summary (HKD thousands) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 186,787 | 211,845 | | Gross Profit | 28,084 | 45,316 | | Loss Before Tax | (18,443) | (17,310) | | Loss for the Year | (19,352) | (19,084) | | Loss Attributable to Equity Holders of the Company | (18,821) | (19,352) | | Basic and Diluted Loss Per Share (HK cents) | (7.27) | (7.45) | [Consolidated Statement of Financial Position](index=55&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets decreased to HKD 585 million, primarily due to reduced non-current assets, while total liabilities also decreased, maintaining a robust equity structure Consolidated Statement of Financial Position Summary (HKD thousands) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Total Non-Current Assets | 440,575 | 460,893 | | Total Current Assets | 144,126 | 150,547 | | **Total Assets** | **584,701** | **611,440** | | **Liabilities and Equity** | | | | Total Current Liabilities | 53,561 | 61,136 | | Total Non-Current Liabilities | 3,928 | 5,737 | | **Total Liabilities** | **57,489** | **66,873** | | **Total Equity** | **527,212** | **544,567** | [Consolidated Statement of Cash Flows](index=59&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2025, net cash inflow from operating activities significantly improved to HKD 7 million, with net cash inflow from investing activities and net cash outflow from financing activities Consolidated Statement of Cash Flows Summary (HKD thousands) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Inflow/(Outflow) from Operating Activities | 7,003 | (13,294) | | Net Cash Inflow from Investing Activities | 11,560 | 12,440 | | Net Cash Outflow from Financing Activities | (12,848) | (5,958) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 5,715 | (6,812) | | Cash and Cash Equivalents at End of Year | 80,294 | 74,575 | [Notes to Financial Statements](index=61&type=section&id=Notes%20to%20Financial%20Statements) These notes provide detailed explanations and supplementary information for the financial statements, covering segment information, revenue recognition, investments, financial instruments, and related party transactions [Note 4. Operating Segment Information](index=91&type=section&id=Note%204.%20Operating%20Segment%20Information) The Group operates in three segments: Trading, Catering, and Other, with Trading being the primary revenue source but incurring a loss in FY2025 FY2025 Segment Performance (HKD thousands) | Segment | External Sales Revenue | Segment Result | | :--- | :--- | :--- | | Trading | 157,565 | (6,425) | | Catering | 25,137 | (5,601) | | Other | 4,085 | 1,592 | - Major customer A contributed **HKD 41,721,000** in revenue, accounting for **22.3%** of the Group's total revenue[637](index=637&type=chunk) [Note 16. Investments in Associates](index=111&type=section&id=Note%2016.%20Investments%20in%20Associates) The Group's most significant associate investment is a 29.85% stake in FSMHL, with a carrying amount of HKD 371 million as of March 31, 2025 Investments in Associates (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Carrying Amount of Investment | 370,590 | 381,015 | | Of which: Share of Net Assets | 357,343 | 367,130 | | Of which: Goodwill Arising on Acquisition | 13,247 | 13,885 | - FSMHL's fair value (market capitalization) is **HKD 295 million**, which is lower than the Group's carrying amount of **HKD 371 million** for its investment[724](index=724&type=chunk) [Note 26. Share Capital](index=123&type=section&id=Note%2026.%20Share%20Capital) As of March 31, 2025, the company's issued and fully paid share capital was HKD 116.333 million, corresponding to 257.424 million ordinary shares - The company repurchased and cancelled **2,162,000 shares** during the year, reducing the number of issued shares from **259,586,000** to **257,424,000**[767](index=767&type=chunk) [Note 32. Financial Risk Management Objectives and Policies](index=134&type=section&id=Note%2032.%20Financial%20Risk%20Management%20Objectives%20and%20Policies) This note details the Group's financial risk management policies, covering interest rate, foreign exchange, credit, liquidity, and price risks, with a healthy gearing ratio Capital Gearing Ratio | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest-Bearing Bank Loans | 26,441 | 29,709 | | Equity Attributable to Owners of the Company | 521,176 | 537,837 | | **Capital Gearing Ratio** | **5%** | **6%** | [Particulars of Properties](index=141&type=section&id=Particulars%20of%20Properties) This section lists the Group's investment properties, including a commercial property in Tokyo, Japan, held under a short-term lease - The Group holds a commercial investment property in Shinbashi, Minato-ku, Tokyo, Japan, under a short-term lease, with **100%** interest held by the Group[863](index=863&type=chunk)[864](index=864&type=chunk)

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 佈 的 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 就 因 本 公 佈 全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 Kiddieland International Limited 童園國際有限公司 （股份代號：3830） （於開曼群島註冊成立的有限公司） 截 至 二 零 二 五 年 四 月 三 十 日 止 年 度 的 全 年 業 績 公 佈 全 年 業 績 童 園 國 際 有 限 公 司（「本 公 司」）董 事（「董 事」）會（「董 事 會」）謹 此 公 佈，本 公 司 及 其 附 屬 公 司（統 稱「本 集 團」）截 至 二 零 二 五 年 四 月 三 十 日 止 年 度 的 全 年 業 績 連 同 上 一 年 度 的 比 較 數 字 如 下： – 1 – 綜 合 全 面 收 益 表 | | | | | | | | | | | | | | | | 截 至 四 月 三 十 日 止 年 度 二 零 二 ...