ANNUAL REPORT 2024-2025 目錄 2 公司資料 3 釋義 14 主席報告 17 管理層討論及分析 24 董事及高級管理層 28 企業管治報告 44 董事會報告 58 環境、社會及管治報告 獨立核數師報告 90 綜合損益及其他全面收益表 97 綜合財務狀況表 98 綜合權益變動表 100 綜合現金流量表 101 綜合財務報表附註 103 投資物業詳情 183 五年財務概要 184 公司資料 董事會 執行董事 蔡志輝先生 （主席兼聯席行政總裁） 何家敏女士 （副主席兼聯席行政總裁） 何俊傑先生（於2024年9月20日辭任） 區俊傑先生（於2024年9月20日辭任） 獨立非執行董事 陸定光教授 彭倩薇女士 尹祖伊博士 審核委員會 彭倩薇女士 （主席） 尹祖伊博士 陸定光教授 提名委員會 陸定光教授 （主席） 尹祖伊博士 蔡志輝先生 薪酬委員會 尹祖伊博士 （主席） 彭倩薇女士 蔡志輝先生 公司秘書 鄧穎珊女士 授權代表 蔡志輝先生 鄧穎珊女士 獨立核數師 久安（香港）會計師事務所有限公司 執業會計師 註冊公眾利益實體核數師 香港 銅鑼灣 高士威道8號 航空大廈8樓 律師 CLKW LAWYERS ...

Contents 目錄 | Corporate Information | 公司資料 | 2 | | --- | --- | --- | | Management Discussion and Analysis | 管理層討論與分析 | 4 | | Corporate Governance Report | 企業管治報告 | 18 | | Directors' Report | 董事會報告 | 34 | | Biographical Information of Directors and Senior Management | 董事及高級管理層個人資料 | 55 | | Independent Auditor's Report | 獨立核數師報告 | 57 | | Consolidated Statement of Profit or Loss and | 綜合損益及其他全面收益表 | 64 | | Other Comprehensive Income | | | | Consolidated Statement of Financial Position | 綜合財務狀況表 | 66 | | Consol ...

Financial Performance - Total revenue for the fiscal year ending March 31, 2025, decreased by 27.0% to approximately HKD 32.9 million compared to the previous year[12] - Profit attributable to owners decreased by 19.3% to approximately HKD 2.9 million, primarily due to reduced commission income from placement and underwriting services[12] - Commission income from brokerage services decreased by approximately 21.5% to about HKD 4.5 million, accounting for approximately 13.6% of total revenue[13] - The group's interest income from margin financing decreased by approximately 14.3% to about HKD 16.9 million, accounting for about 51.4% of total revenue[14] - Commission income from placement and underwriting services decreased by approximately 41.4% to about HKD 11.5 million, representing about 35.0% of total revenue[16] - Total revenue for the year was approximately HKD 32.9 million, a decrease of about 27.0% compared to the previous year[19] - The net profit for the year was approximately HKD 2.9 million, a decrease of about 19.3% from approximately HKD 3.6 million in the previous year[21] Market Activity - The average daily trading volume in the Hong Kong securities market increased by 25.5% to HKD 131.8 billion in 2024 compared to 2023[9] - Total funds raised in the Hong Kong securities market in 2024 amounted to HKD 190.3 billion, a 22.0% increase from 2023[10] - The second half of the fiscal year saw a significant rebound in brokerage service revenue, aligning with improved market sentiment following government support measures[13] - The group participated as an underwriter in the first successful listing on the GEM since January 2021, with three new companies listed by March 31, 2025[10] Strategic Initiatives - The group aims to expand its revenue sources by collaborating with other brokers and offering a wider range of financial products[6] - The management team will continue to enhance risk management and credit control measures in response to changing market conditions[7] - The group plans to maintain prudent capital management to ensure a robust liquidity position amid future challenges[7] - The company anticipates more opportunities in placement and underwriting services in the upcoming fiscal year due to its extensive experience in serving small and medium-sized issuers[39] - The company is exploring new markets, particularly in the Middle East, and is in the process of establishing a new subsidiary in that region[39] - The company will continue to explore new types of financial products, such as bond placement services in the debt capital markets[39] Financial Position - The group's cash and bank balances totaled approximately HKD 218.9 million as of March 31, 2025, down from approximately HKD 230.7 million in the previous year[22] - The group maintained a stable financial position with a net asset value of approximately HKD 354.5 million as of March 31, 2025, an increase of about HKD 3.8 million from the previous year[22] - Employee costs increased to approximately HKD 11.8 million, up by about HKD 0.8 million from HKD 11.0 million in the previous year[31] - The group successfully completed 9 placement and underwriting projects during the year, an increase from 7 projects in the previous year[16] - The company has allocated a total of HKD 90.6 million for various business strategies, with HKD 46.9 million already utilized and HKD 43.7 million remaining[36] Governance and Compliance - The board has decided not to declare a final dividend for the review year, maintaining a conservative financial approach[38] - The company has adopted a standard code for securities trading by directors, ensuring compliance throughout the review year[132] - The company has maintained good corporate governance practices, adhering to the principles and code provisions of the corporate governance code[121] - The board has complied with the corporate governance code, ensuring proper training and development for new directors[134] - The company has established an audit committee, remuneration committee, and nomination committee to assist the board in fulfilling its responsibilities[142] ESG and Sustainability - The ESG report outlines the company's performance and achievements in environmental, social, and governance aspects for the reporting period from April 1, 2024, to March 31, 2025[180] - The board is responsible for overall ESG risk management and performance evaluation, ensuring that ESG goals align with the company's sustainable development strategy[189] - The company emphasizes the importance of structured management frameworks for effective ESG management, establishing a three-tier structure for decision-making, organization, and execution[187] - The company has implemented an internal environmental policy to minimize its environmental impact and promote eco-friendly practices among employees[198] - The company conducts a materiality assessment to identify and address key ESG issues that significantly affect its operations and stakeholder interests[195]

[Corporate Information](index=3&type=section&id=Corporate%20Information) This section provides an overview of the company's fundamental details, including its registration, listing status, key management, and banking relationships [Company Basic Information](index=3&type=section&id=3-5%20Corporate%20Information) Langhua International Group, a Cayman Islands-registered company listed on HKEX GEM, is led by Chairman Mr. Zhang Chunhua and CEO Ms. Zhang Chunping - The company is registered in the Cayman Islands and its shares are listed on HKEX GEM[3](index=3&type=chunk)[7](index=7&type=chunk) - Executive Directors include **Mr. Zhang Chunhua** (Chairman) and **Ms. Zhang Chunping** (Chief Executive Officer)[11](index=11&type=chunk)[12](index=12&type=chunk) - The independent auditor is Zhubaoxinqin Certified Public Accountants Limited[13](index=13&type=chunk)[15](index=15&type=chunk) [Principal Banks and Stock Code](index=6&type=section&id=6%20Corporate%20Information) The company's principal banks include Brillink Bank Corporation Limited (Kazakhstan) and China CITIC Bank International Limited (Hong Kong), with stock code 8026 - Principal banks include Brillink Bank Corporation Limited and China CITIC Bank International Limited[16](index=16&type=chunk)[17](index=17&type=chunk) - The company's stock code is **8026**[16](index=16&type=chunk)[17](index=17&type=chunk) [Chairman's Statement](index=7&type=section&id=Chairman's%20Statement) This statement highlights the Group's annual financial performance, business achievements, and strategic outlook for the upcoming year [Annual Results and Business Highlights](index=7&type=section&id=7-8%20Chairman's%20Statement) For the fiscal year ended March 31, 2025, the Group's revenue from continuing operations increased by 17.7% to approximately HK$107 million, driven by property management services, while gold and jewelry trading and lending businesses declined Continuing Operations Revenue Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue from continuing operations | 107,372,000 | 91,254,000 | 17.7% | - Property management services revenue grew steadily, offsetting declines in gold and jewelry trading and lending businesses[19](index=19&type=chunk)[21](index=21&type=chunk) - Langhua Property focuses on property management for production-oriented industrial parks, offering IoT technology R&D and application solutions[20](index=20&type=chunk)[22](index=22&type=chunk) - Langhua Property manages **3 million square meters** of industrial parks and was recognized as a "Leading Enterprise in Industrial Park Property Services in the Greater Bay Area" in 2024[23](index=23&type=chunk)[26](index=26&type=chunk) - Gold and jewelry business transaction volume decreased, primarily due to persistently high gold prices affecting consumer confidence[24](index=24&type=chunk)[26](index=26&type=chunk) - Lending business revenue decreased, reflecting weak lending demand and a conservative lending environment[24](index=24&type=chunk)[26](index=26&type=chunk) [Future Outlook and Acknowledgements](index=8&type=section&id=8-9%20Chairman's%20Statement) The Group plans to steadily develop existing businesses, seek attractive investment opportunities, diversify revenue, and improve profitability while maintaining a prudent approach to liquidity - The Group will steadily develop existing businesses, strengthen its business focus, and seek attractive investment opportunities[25](index=25&type=chunk)[26](index=26&type=chunk) - The goal is to continuously diversify revenue sources, expand income, and improve profitability[25](index=25&type=chunk)[26](index=26&type=chunk) - The company will adopt a prudent approach, balancing business development progress with liquidity status to build a solid foundation for long-term development[25](index=25&type=chunk)[26](index=26&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's operational performance, financial position, and future strategic direction [FINANCIAL REVIEW, BUSINESS PERFORMANCE AND OUTLOOK](index=10&type=section&id=FINANCIAL%20REVIEW%2C%20BUSINESS%20PERFORMANCE%20AND%20OUTLOOK) This section details the Group's financial performance for the year ended March 31, 2025, covering revenue growth, cost structure changes, expense variations, balance sheet movements, liquidity, capital structure, and significant investments [Revenue](index=10&type=section&id=Revenue) Group revenue for the year ended March 31, 2025, was approximately HK$107 million, a 17.7% increase year-on-year, primarily driven by strong expansion in property management services and trading business, offsetting declines in gold and jewelry and lending Group Revenue Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 107,372,000 | 91,254,000 | 17.7% | - Revenue growth was primarily driven by the strong expansion of property management services and trading business[32](index=32&type=chunk)[36](index=36&type=chunk) - Revenue from the gold and jewelry and lending segments decreased due to high gold prices and reduced loan demand[32](index=32&type=chunk)[36](index=36&type=chunk) [Cost of sales and gross profit margin](index=10&type=section&id=Cost%20of%20sales%20and%20gross%20profit%20margin) Cost of sales increased by 19.2% to approximately HK$86.318 million, with overall gross profit margin slightly decreasing to 19.6%, influenced by the high margin of property management (93.5%) and lower margins of gold/jewelry (1.7%) and trading (0.8%) Cost of Sales and Gross Profit Margin Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of sales | 86,318,000 | 72,408,000 | 19.2% | | Overall gross profit margin | 19.6% | 20.7% | -1.1% | | Property management business gross profit margin | 93.5% | 93.4% | 0.1% | | Gold and jewelry business gross profit margin | 1.7% | 0.7% | 1.0% | | Trading business gross profit margin | 0.8% | N/A | N/A | [Other gains and losses, net](index=10&type=section&id=Other%20gains%20and%20losses%2C%20net) Net other gains and losses for the year were approximately HK$0.343 million in gains, a decrease of approximately HK$8.832 million compared to 2024, mainly due to reduced fair value changes in financial liabilities at fair value through profit or loss Other Gains and Losses, Net Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Other gains and losses, net | 343,000 (gain) | 8,489,000 (loss) | Decrease 8,832,000 | - The decrease was mainly due to reduced fair value changes in financial liabilities at fair value through profit or loss[34](index=34&type=chunk)[38](index=38&type=chunk) [Selling expenses](index=10&type=section&id=Selling%20expenses) Selling expenses slightly increased to approximately HK$0.043 million, primarily due to increased marketing and promotion expenses for the gold and jewelry trading and retail business Selling Expenses Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Selling expenses | 43,000 | 39,000 | Increase 4,000 | - The increase was mainly due to increased marketing and promotion expenses for the gold and jewelry trading and retail business[35](index=35&type=chunk)[39](index=39&type=chunk) [Administrative expenses](index=11&type=section&id=Administrative%20expenses) Administrative expenses significantly decreased by approximately HK$26.803 million to HK$10.765 million, primarily due to a one-off employee share award scheme expense in FY2024, and reduced audit fees, depreciation of right-of-use assets, and legal and professional fees Administrative Expenses Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Administrative expenses | 10,765,000 | 37,568,000 | Decrease 26,803,000 | - Mainly due to a one-off employee share award scheme expense of **HK$20,503,000** in FY2024[40](index=40&type=chunk)[45](index=45&type=chunk) - Audit fees decreased by **HK$965,000**, depreciation of right-of-use assets decreased by **HK$845,000**, and legal and professional fees decreased by **HK$2,211,000**[40](index=40&type=chunk)[45](index=45&type=chunk) [Finance costs](index=11&type=section&id=Finance%20costs) Finance costs slightly increased by approximately HK$0.013 million to HK$0.497 million, primarily due to interest on borrowings commencing in May 2023 Finance Costs Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Finance costs | 497,000 | 484,000 | Increase 13,000 | - The increase was mainly due to interest on borrowings commencing in May 2023[41](index=41&type=chunk)[46](index=46&type=chunk) [Impairment losses recognised under expected credit loss model, net of reversal](index=11&type=section&id=Impairment%20losses%20recognised%20under%20expected%20credit%20loss%20model%2C%20net%20of%20reversal) For the year ended March 31, 2025, net impairment loss reversal under the expected credit loss model was approximately HK$2.445 million, compared to an impairment loss of HK$23.803 million recognized in 2024 Impairment Losses Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Impairment losses (reversal)/recognition | 2,445,000 (reversal) | 23,803,000 (recognition) | [Income tax expense](index=11&type=section&id=Income%20tax%20expense) Income tax expense decreased from approximately HK$3.053 million in 2024 to HK$2.318 million in 2025, primarily due to reduced corporate income tax for the property management services business Income Tax Expense Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Income tax expense | 2,318,000 | 3,053,000 | Decrease 735,000 | - The decrease was mainly due to reduced corporate income tax for the property management services business[43](index=43&type=chunk)[48](index=48&type=chunk) [Discontinued operation](index=11&type=section&id=Discontinued%20operation) The disposal of the fintech business was completed on October 5, 2023, resulting in zero loss from discontinued operations for the year ended March 31, 2025 (compared to HK$21.505 million in 2024) Loss from Discontinued Operations Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Loss from discontinued operations | 0 | 21,505,000 | - The disposal of the fintech business was completed on **October 5, 2023**[44](index=44&type=chunk)[49](index=49&type=chunk) [Result for the year](index=12&type=section&id=Result%20for%20the%20year) The Group recorded a net profit of approximately HK$10.219 million for the year ended March 31, 2025, compared to a loss of approximately HK$76.095 million in the prior year, primarily driven by operating profit from property management and impairment loss reversal in gold and jewelry Annual Results Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Net profit/(loss) | 10,219,000 (profit) | 76,095,000 (loss) | - Profit primarily includes operating profit from the property management business of **HK$15,796,000**[50](index=50&type=chunk)[57](index=57&type=chunk) - Reversal of impairment loss under the expected credit loss model for the gold and jewelry business of **HK$3,175,000**[50](index=50&type=chunk)[57](index=57&type=chunk) - Offset by operating expenses of the holding company of **HK$7,095,000** and Group income tax of **HK$2,318,000**[50](index=50&type=chunk)[57](index=57&type=chunk) [Dividend](index=12&type=section&id=Dividend) The Board of Directors does not recommend the payment of any dividend for the year ended March 31, 2025 - The Board of Directors does not recommend the payment of any dividend for the year ended March 31, 2025[51](index=51&type=chunk)[58](index=58&type=chunk) [Leases](index=12&type=section&id=Leases) As of March 31, 2025, the Group did not recognize any right-of-use assets or lease liabilities in the consolidated statement of financial position, as all previous leases had expired - As of March 31, 2025, all previous leases had expired, and the Group did not recognize any right-of-use assets or lease liabilities[52](index=52&type=chunk)[59](index=59&type=chunk) [Goodwill](index=12&type=section&id=Goodwill) As of March 31, 2025, the Group recognized goodwill of HK$1.823 million, primarily due to the acquisition of Hong Kong Letu Holdings Limited during the year Goodwill Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Goodwill | 1,823,000 | 0 | - The increase in goodwill was mainly due to the acquisition of Hong Kong Letu Holdings Limited during the year[53](index=53&type=chunk)[60](index=60&type=chunk) [Inventories](index=12&type=section&id=Inventories) As of March 31, 2025, inventories increased by HK$2.928 million (compared to HK$2.681 million in 2024), primarily due to rising gold prices Inventories Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Inventories | 2,928,000 | 2,681,000 | - The increase in inventories was mainly due to rising gold prices[54](index=54&type=chunk)[61](index=61&type=chunk) [Trade receivables and trade payables](index=12&type=section&id=Trade%20receivables%20and%20trade%20payables) As of March 31, 2025, both trade receivables (HK$29.206 million) and trade payables (HK$24.638 million) significantly increased from the previous fiscal year, primarily due to trading business transactions completed during the year Trade Receivables/Payables Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Trade receivables | 29,206,000 | N/A (significant increase) | | Trade payables | 24,638,000 | N/A (significant increase) | - The increase was mainly due to trading transactions completed during the year[55](index=55&type=chunk)[62](index=62&type=chunk) [Loan receivables](index=12&type=section&id=Loan%20receivables) As of March 31, 2025, loan receivables were HK$3.836 million (compared to HK$10.491 million in 2024), with a full expected credit loss provision of HK$3.836 million recognized, resulting in a net book value of zero at the reporting date Loan Receivables Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Loan receivables | 3,836,000 | 10,491,000 | | Expected credit loss provision | 3,836,000 | N/A | | Net book value | 0 | N/A | - A full expected credit loss provision was recognized based on credit and impairment assessments, resulting in a net book value of zero at the reporting date[56](index=56&type=chunk)[63](index=63&type=chunk) [Amounts due from/to related companies](index=13&type=section&id=Amounts%20due%20from%2Fto%20related%20companies) As of March 31, 2025, both amounts due from and to related companies decreased from the previous fiscal year, with the decrease in amounts due to related companies primarily due to the repayment of HK$12.09 million in loans during the year - Amounts due from and to related companies both decreased compared to the previous fiscal year[64](index=64&type=chunk)[70](index=70&type=chunk) - The decrease in amounts due to related companies was mainly due to the repayment of **HK$12,090,000** in loans during the year[64](index=64&type=chunk)[70](index=70&type=chunk) [Contract liabilities](index=13&type=section&id=Contract%20liabilities) As of March 31, 2025, contract liabilities decreased by HK$0.377 million (compared to HK$4.314 million in 2024), primarily due to a decrease in prepayments received from customers for goods sold Contract Liabilities Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Contract liabilities | 377,000 | 4,314,000 | - The decrease was mainly due to reduced prepayments received from customers for goods sold[65](index=65&type=chunk)[71](index=71&type=chunk) [Contingent consideration payable](index=13&type=section&id=Contingent%20consideration%20payable) Contingent consideration payable refers to amounts related to the acquisition of Hong Kong Letu Holdings Limited, detailed in Note 30 to the consolidated financial statements - Contingent consideration payable refers to the acquisition of Hong Kong Letu Holdings Limited[66](index=66&type=chunk)[72](index=72&type=chunk) [Total equity](index=13&type=section&id=Total%20equity) As of March 31, 2025, the Group's total equity increased by approximately HK$9.974 million to HK$334.066 million, a 3.1% increase from March 31, 2024, primarily attributable to the profit for the year Total Equity Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Total equity | 334,066,000 | 324,092,000 | 3.1% | - The increase was mainly due to the profit for the year[67](index=67&type=chunk)[73](index=73&type=chunk) [Liquidity and financial resources](index=13&type=section&id=Liquidity%20and%20financial%20resources) The Group maintains a prudent cash and financial management policy, with cash and cash equivalents totaling approximately HK$27.315 million as of March 31, 2025, an increase primarily due to new cash inflows from property management and net cash from subsidiary disposal, partially offset by advances from related companies Cash and Cash Equivalents Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Total cash and cash equivalents | 27,315,000 | 15,248,000 | - The increase was mainly due to new cash inflows from the property management business of **HK$16,039,000**[69](index=69&type=chunk)[74](index=74&type=chunk) - Net cash inflow from the disposal of a subsidiary of **HK$5,200,000**, offset by advances from related companies of **HK$7,361,000**[69](index=69&type=chunk)[74](index=74&type=chunk) [Treasury policies and foreign currency exchange exposure](index=14&type=section&id=Treasury%20policies%20and%20foreign%20currency%20exchange%20exposure) The Group adopts a prudent treasury policy, with most transactions, monetary assets, and liabilities denominated in USD, RMB, and HKD, resulting in immaterial foreign currency exchange risk, and no hedging activities were undertaken during the year - Most transactions, monetary assets, and liabilities are denominated in USD, RMB, and HKD, making foreign currency exchange risk immaterial[76](index=76&type=chunk)[82](index=82&type=chunk) - Cash is primarily held in banks in Kazakhstan, China, and Hong Kong, with no related hedging undertaken during the year[77](index=77&type=chunk)[82](index=82&type=chunk) [Charges on Group's assets](index=14&type=section&id=Charges%20on%20Group's%20assets) As of March 31, 2025, and March 31, 2024, the Group had no charges on its assets - As of March 31, 2025, and March 31, 2024, the Group had no charges on its assets[78](index=78&type=chunk)[83](index=83&type=chunk) [Contingent liabilities](index=14&type=section&id=Contingent%20liabilities) As of March 31, 2025, the Group had no significant contingent liabilities other than contingent consideration payable - As of March 31, 2025, the Group had no significant contingent liabilities other than contingent consideration payable[79](index=79&type=chunk)[83](index=83&type=chunk) [Capital Commitments](index=14&type=section&id=Capital%20Commitments) As of March 31, 2025, the Group had no significant capital commitments - As of March 31, 2025, the Group had no significant capital commitments[80](index=80&type=chunk)[84](index=84&type=chunk) [Significant investments, acquisitions or disposals](index=14&type=section&id=Significant%20investments%2C%20acquisitions%20or%20disposals) As of March 31, 2025, the Group held a 48.0% equity interest in Zhilang Holdings with a fair value of approximately HK$240 million, which decreased by HK$0.06 million during the year. On December 30, 2024, the Group acquired a 51% equity interest in Hong Kong Letu Holdings Limited, with no other significant acquisitions or disposals during the year Investment in Zhilang Holdings Limited | Indicator | March 31, 2025 (HK$) | March 31, 2024 (HK$) | | :--- | :--- | :--- | | Equity interest | 48.0% | N/A | | Fair value | 240,934,000 | 240,994,000 | | Fair value change (YTD) | -60,000 | N/A | - Zhilang Holdings and its subsidiaries primarily engage in fintech business, information transmission, software, and information technology services[81](index=81&type=chunk)[85](index=85&type=chunk) - On **December 30, 2024**, the company's wholly-owned subsidiary, Langhua International Services Holdings Limited, acquired a **51%** equity interest in Hong Kong Letu Holdings Limited[89](index=89&type=chunk)[91](index=91&type=chunk) [Capital structure and use of proceeds](index=16&type=section&id=Capital%20structure%20and%20use%20of%20proceeds) The Group's capital structure is robust, with total equity of approximately HK$334 million as of March 31, 2025, a 3.1% increase year-on-year. Cash and cash equivalents totaled approximately HK$27.315 million. The current ratio was 2.66, quick ratio 2.61, and asset-to-liability ratio was in a net cash position. No significant changes to the capital structure occurred during the year, and all proceeds were fully utilized before April 1, 2024 Key Capital Structure Metrics Comparison | Indicator | March 31, 2025 | March 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total equity | HK$334,066,000 | HK$324,092,000 | 3.1% | | Cash and cash equivalents | HK$27,315,000 | HK$15,428,000 | 77.0% | | Current ratio | 2.66 | 2.99 | -11.0% | | Quick ratio | 2.61 | 2.92 | -10.6% | | Asset-to-liability ratio | Net cash position | 4.7% | N/A | - No significant changes to the capital structure occurred during the year[95](index=95&type=chunk)[96](index=96&type=chunk) - Proceeds were fully utilized before **April 1, 2024**, with no proceeds received or utilized during the year[103](index=103&type=chunk)[105](index=105&type=chunk) [Share award scheme](index=17&type=section&id=Share%20award%20scheme) The company adopted and manages the Langhua International Share Award Scheme to incentivize and reward eligible participants contributing to the Group's success, approved by shareholders on March 18, 2024, for a 10-year term, with an authorized limit of 10% of total issued shares - The company adopted and manages the Langhua International Share Award Scheme, aimed at incentivizing and rewarding eligible participants[99](index=99&type=chunk)[104](index=104&type=chunk) - The scheme was approved by shareholders on **March 18, 2024**, for a **10-year** term, replacing the 2021 scheme[100](index=100&type=chunk)[101](index=101&type=chunk)[104](index=104&type=chunk) - The authorized limit for the scheme is **10%** of the total issued shares[102](index=102&type=chunk)[104](index=104&type=chunk) [EMPLOYEE AND REMUNERATION POLICY](index=18&type=section&id=EMPLOYEE%20AND%20REMUNERATION%20POLICY) As of March 31, 2025, the Group had 42 employees (36 in 2024), with total staff costs decreasing to approximately HK$7.078 million due to reduced costs from the fintech business and the employee share award scheme. Remuneration policy is based on performance and market conditions, including benefits like medical, pension, share options, and training Employee Count and Costs Comparison | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total employees | 42 persons | 36 persons | | Total staff costs | HK$7,078,000 | HK$29,121,000 | - Staff costs decreased mainly due to reduced costs from the fintech business and the employee share award scheme[106](index=106&type=chunk)[110](index=110&type=chunk) - Remuneration policy is determined based on individual performance and market conditions, with benefits including medical, pension, share options, and training[107](index=107&type=chunk)[110](index=110&type=chunk) - The company adopted the Langhua International Share Award Scheme and Zhilang Holdings Share Award Scheme to incentivize and retain talent[108](index=108&type=chunk)[109](index=109&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) [BUSINESS REVIEW AND OUTLOOK](index=19&type=section&id=BUSINESS%20REVIEW%20AND%20OUTLOOK) This section reviews the performance and future outlook of the Group's key business segments, including gold and jewelry, property management, lending, and the newly launched trading business, outlining their operating strategies and market influences [Gold and jewellery business](index=19&type=section&id=Gold%20and%20jewellery%20business) Gold and jewelry business revenue decreased by approximately HK$10.843 million to HK$60.967 million in 2025 from HK$71.81 million in 2024, primarily due to persistently high international gold prices dampening consumer sentiment. The Group plans to expand in South China and increase sales to high-end corporate clients Gold and Jewelry Business Revenue Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Revenue | 60,967,000 | 71,810,000 | Decrease 10,843,000 | - Revenue decline was mainly due to persistently high international gold prices, which weakened consumer purchasing sentiment[118](index=118&type=chunk)[121](index=121&type=chunk) - The Group plans to seek more jewelry wholesalers in the South China region to expand sales channels[116](index=116&type=chunk)[117](index=117&type=chunk) - Efforts will be made to increase the sales proportion to high-end corporate clients to boost jewelry sales and create profit[116](index=116&type=chunk)[117](index=117&type=chunk) [Property management business](index=20&type=section&id=Property%20management%20business) Property management business revenue increased by approximately HK$3.362 million to HK$20.345 million in 2025 from HK$16.983 million in 2024, primarily due to an increase of 650,000 square meters in managed area in Foshan. Langhua Property focuses on industrial park management, applying IoT, big data, and AI technologies, and plans to seek strategic opportunities for service expansion Property Management Business Revenue Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Revenue | 20,345,000 | 16,983,000 | Increase 3,362,000 | - Revenue growth was mainly due to an increase of **650,000 square meters** in managed area in Foshan[125](index=125&type=chunk)[130](index=130&type=chunk) - Langhua Property specializes in property management for production-oriented industrial parks, providing IoT technology R&D and application solutions[120](index=120&type=chunk)[122](index=122&type=chunk) - The company has completed its smart park digital twin control system, customer management SaaS, and IoT BIM5 unified management platform[124](index=124&type=chunk)[130](index=130&type=chunk) - Future plans include continuously seeking strategic business opportunities to expand service scope and deepen customer relationships[126](index=126&type=chunk)[130](index=130&type=chunk) [Lending business](index=21&type=section&id=Lending%20business) Lending business revenue decreased by approximately HK$1.687 million to HK$0.774 million in 2025 from HK$2.461 million in 2024, primarily due to reduced loan amounts and a decrease in borrowers from six to four. The Group primarily offers short-term loans (30-60 days) at 5-8% interest, with strict credit assessment and monitoring Lending Business Revenue Comparison | Indicator | 2025 (HK$) | 2024 (HK$) | Change (HK$) | | :--- | :--- | :--- | :--- | | Revenue | 774,000 | 2,461,000 | Decrease 1,687,000 | - Revenue decline was mainly due to reduced loan amounts and a decrease in borrowers from **6 to 4**[152](index=152&type=chunk)[156](index=156&type=chunk) - The Group primarily provides short-term loans of **30 to 60 days**, with interest rates ranging from **5% to 8%** per annum[133](index=133&type=chunk)[135](index=135&type=chunk) - Strict credit assessment procedures are implemented, including background checks, financial information review, and asset valuation[134](index=134&type=chunk)[136](index=136&type=chunk) - Borrowers' manufacturing and sales orders are regularly reviewed to monitor loan status and ensure recoverability[140](index=140&type=chunk)[145](index=145&type=chunk) Loan Receivables Aging Analysis (before credit loss provision) | Aging | March 31, 2025 (HK$) | | :--- | :--- | | 181 days to 365 days | 3,836,000 | | Total | 3,836,000 | [Trading business](index=26&type=section&id=Trading%20business) Trading business revenue recorded a significant increase, generating approximately HK$25.286 million in revenue, primarily due to new trading activities undertaken during the year, with no comparable activities in the previous fiscal year Trading Business Revenue | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Revenue | 25,286,000 | 0 | - Revenue significantly increased mainly due to new trading activities undertaken during the year[154](index=154&type=chunk)[156](index=156&type=chunk) [Directors and Senior Management](index=27&type=section&id=Directors%20and%20Senior%20Management) This section outlines the composition of the Board of Directors and the key members of the senior management team, detailing their roles and professional backgrounds [Executive Directors and Independent Non-Executive Directors](index=27&type=section&id=27-28%20Directors%20and%20Senior%20Management) The Board comprises Executive Directors Mr. Zhang Chunhua (Chairman) and Ms. Zhang Chunping (CEO), and Independent Non-Executive Directors Ms. Chan Mei Yan, Ms. Wong King Shu, and Mr. Pang Ngan, all possessing extensive professional and industry experience - Executive Director: **Mr. Zhang Chunhua** (Chairman), responsible for overall corporate strategy and business development, with over **18 years** of experience in supply chain management[157](index=157&type=chunk)[159](index=159&type=chunk)[161](index=161&type=chunk) - Executive Director: **Ms. Zhang Chunping** (Chief Executive Officer), with over **18 years** of financial management experience in China, responsible for overseeing financial operations[160](index=160&type=chunk)[162](index=162&type=chunk) - Independent Non-Executive Director: **Ms. Chan Mei Yan**, with over **20 years** of financial experience in international accounting firms, multinational corporations, and Hong Kong listed companies[163](index=163&type=chunk)[165](index=165&type=chunk) - Independent Non-Executive Director: **Ms. Wong King Shu**, Executive Director and Chairman of Greenview (China) Real Estate Investment Limited since 2014, responsible for overall business development[164](index=164&type=chunk)[166](index=166&type=chunk) [Senior Management](index=29&type=section&id=29%20Senior%20Management) Senior management includes Mr. Chan Kwun Fat, Chief Financial Officer, Company Secretary, and Authorized Representative, who possesses over 20 years of experience in capital markets, accounting, finance, investment, and corporate management, holding an MBA from Hong Kong Polytechnic University and a Bachelor of Accountancy from Lingnan University - Senior Management: **Mr. Chan Kwun Fat**, serving as Chief Financial Officer, Company Secretary, and Authorized Representative, with over **20 years** of experience in capital markets, accounting, finance, investment, and corporate management[168](index=168&type=chunk)[170](index=170&type=chunk) - Mr. Chan Kwun Fat holds an MBA in Financial Services from Hong Kong Polytechnic University and a Bachelor of Accountancy from Lingnan University[168](index=168&type=chunk)[170](index=170&type=chunk) [Report of the Directors](index=30&type=section&id=Report%20of%20the%20Directors) This report provides an overview of the company's principal activities, financial performance, and key corporate governance matters for the year [Principal Activities, Segment Information, Results and Dividends](index=30&type=section&id=30%20Report%20of%20the%20Directors) The company's principal activity is investment holding, with details of major subsidiary businesses in Note 37 to the consolidated financial statements, and revenue and results analysis in Note 5. The Board does not recommend any dividend for the year ended March 31, 2025 - The company's principal activity is investment holding[172](index=172&type=chunk)[177](index=177&type=chunk) - Group revenue and results analysis are detailed in Note 5 to the consolidated financial statements[173](index=173&type=chunk)[178](index=178&type=chunk) - The Board does not recommend the payment of any dividend for the year ended March 31, 2025[174](index=174&type=chunk)[179](index=179&type=chunk) [Summary Financial Information](index=31&type=section&id=31-32%20Summary%20Financial%20Information) For the year ended March 31, 2025, the Group reported revenue of HK$107.372 million, profit before tax of HK$12.537 million, and profit for the year of HK$10.219 million, with net assets and total equity both at HK$334.066 million Five-Year Performance Summary | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | 2022 (HK$ Thousand) | 2021 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 107,372 | 91,254 | 108,324 | 88,013 | 65,369 | | Profit/(Loss) before tax | 12,537 | (51,537) | (10,651) | (16,229) | (13,531) | | Profit/(Loss) for the year | 10,219 | (76,095) | (43,386) | (43,915) | (36,239) | Five-Year Assets and Liabilities Summary | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | 2022 (HK$ Thousand) | 2021 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Current assets | 144,805 | 122,697 | 179,596 | 164,224 | 162,037 | | Current liabilities | (54,462) | (41,100) | (71,320) | (96,299) | (10,288) | | Net assets | 334,066 | 324,092 | 66,162 | 85,059 | 90,181 | | Total equity | 334,066 | 324,092 | 66,162 | 85,059 | 90,181 | [Movements in Property, Share Capital and Share Options](index=33&type=section&id=33%20Report%20of%20the%20Directors) This section discloses details of changes in the Group's property, plant and equipment, intangible assets, share capital, and share options during the year. The company's articles of association or Cayman Islands law contain no pre-emptive rights provisions, and no listed securities were purchased, redeemed, or sold by the company or its subsidiaries during the year - Details of movements in property, plant and equipment, intangible assets, share capital, and share options are provided in Notes 15, 17, 33, and 34 to the consolidated financial statements[189](index=189&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) - There are no pre-emptive rights provisions in the company's articles of association or Cayman Islands law[192](index=192&type=chunk)[198](index=198&type=chunk) - No listed securities were purchased, redeemed, or sold by the company or any of its subsidiaries during the year[193](index=193&type=chunk)[199](index=199&type=chunk) [Reserves, Major Customers and Connected Transactions](index=34&type=section&id=34-36%20Report%20of%20the%20Directors) As of March 31, 2025, the company had no distributable reserves. During the year, sales to the top five customers accounted for approximately 67% of total sales, with the largest customer contributing 24%. Purchases from the top five suppliers accounted for approximately 99% of total purchases, with the largest supplier contributing 70%. The Group entered into a master service agreement with Mr. Zhang and his associates for property management and value-added services, constituting continuing connected transactions - As of March 31, 2025, the company had no distributable reserves[201](index=201&type=chunk)[206](index=206&type=chunk) Major Customers and Suppliers Proportion | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Top five customers sales proportion | 67% | 84% | | Largest customer sales proportion | 24% | 65% | | Top five suppliers purchases proportion | 99% | 99% | | Largest supplier purchases proportion | 70% | 99% | - The Group entered into a master service agreement with Mr. Zhang and his associates to provide property management and value-added services, constituting continuing connected transactions[205](index=205&type=chunk)[208](index=208&type=chunk) - The 2025 master service agreement has a three-year term (January 1, 2026, to December 31, 2028), with an annual cap of **HK$9,999,999**, exempt from circular and shareholder approval requirements[216](index=216&type=chunk)[217](index=217&type=chunk) [Social Responsibility and Environmental Policy](index=37&type=section&id=37%20Report%20of%20the%20Directors) The Group is committed to environmental sustainability, operating prudently, and implementing measures like recycling and eco-friendly stationery to conserve resources and reduce waste. The company maintains continuous dialogue with stakeholders, values employee development and workplace safety, actively contributes to local communities, and complies with laws and regulations - The Group is committed to environmental sustainability, using resources more efficiently and reducing waste through measures like recycling and eco-friendly stationery[221](index=221&type=chunk)[226](index=226&type=chunk) - Continuous close contact is maintained with stakeholders including customers, employees, regulators, and the public[223](index=223&type=chunk)[228](index=228&type=chunk) - The company values loyal and diligent employees, adopts non-discriminatory recruitment and employment codes, and is committed to providing a safe and healthy working environment[224](index=224&type=chunk)[229](index=229&type=chunk) - Employees are encouraged to build close relationships with charitable teams, schools, and other organizations to help establish a more economically sustainable local environment[225](index=225&type=chunk)[230](index=230&type=chunk) [Board Members and Remuneration](index=38&type=section&id=38-39%20Report%20of%20the%20Directors) The Board members include Executive Directors Mr. Zhang Chunhua and Ms. Zhang Chunping, and Independent Non-Executive Directors Ms. Chan Mei Yan, Ms. Wong King Shu, and Mr. Pang Ngan. Some directors will retire by rotation at the AGM and are eligible for re-election. All independent non-executive directors have confirmed their independence. Directors' remuneration is determined by the Remuneration Committee based on duties, responsibilities, performance, and market conditions - Board members include Executive Directors **Mr. Zhang Chunhua**, **Ms. Zhang Chunping**, and Independent Non-Executive Directors **Ms. Chan Mei Yan**, **Ms. Wong King Shu**, and **Mr. Pang Ngan**[231](index=231&type=chunk)[234](index=234&type=chunk) - **Mr. Zhang Chunhua**, **Ms. Chan Mei Yan**, and **Mr. Pang Ngan** will retire and are eligible for re-election at the upcoming Annual General Meeting[231](index=231&type=chunk)[234](index=234&type=chunk) - All independent non-executive directors have confirmed their independence[232](index=232&type=chunk)[235](index=235&type=chunk) - Directors' remuneration is determined by the Remuneration Committee based on directors' duties, responsibilities, performance, the Group's results, and prevailing market conditions[241](index=241&type=chunk)[243](index=243&type=chunk) [Share Award and Share Option Schemes](index=40&type=section&id=40-48%20Report%20of%20the%20Directors) The company adopted and manages the Langhua International Share Award Scheme, approved by shareholders on March 18, 2024, for a 10-year term, to incentivize and reward eligible participants. For the year ended March 31, 2024, 72,861,918 award shares were granted, with 61,204,012 vested and issued. The company also has a share option scheme, with 106,860,000 unexercised share options as of March 31, 2025 - The Langhua International Share Award Scheme was approved by shareholders on **March 18, 2024**, for a **10-year** term[249](index=249&type=chunk)[255](index=255&type=chunk) Share Award Scheme Grant Details | Indicator | Year ended March 31, 2024 | | :--- | :--- | | Total award shares granted | 72,861,918 shares | | Vested and issued shares | 61,204,012 shares | | Unvested shares | 11,657,906 shares | - As of March 31, 2025, the company still has **106,860,000** unexercised share options, representing approximately **7.04%** of issued shares[288](index=288&type=chunk)[1025](index=1025&type=chunk)[1026](index=1026&type=chunk) Share Option Scheme Overview | Option Type | Grant Date | Exercise Price (HK$) | Unexercised Quantity as of March 31, 2025 | | :--- | :--- | :--- | :--- | | Share options granted under 2011 scheme | June 27, 2018 | 0.59 | 71,860,000 | | Share options granted under 2011 scheme | December 18, 2018 | 0.33 | 35,000,000 | | Total | | | 106,860,000 | [Directors' and Major Shareholders' Interests](index=49&type=section&id=49-52%20Report%20of%20the%20Directors) As of March 31, 2025, Chairman Mr. Zhang Chunhua held 54.98% and 3.76% of the company's issued share capital through a controlled corporation and personally, respectively. CEO Ms. Zhang Chunping held 1.48%. Major shareholder Brilliant Chapter Limited held 54.98%. No directors or controlling shareholders had interests in competing businesses during the year Directors' and Chief Executive's Interests in Company's Ordinary Shares | Director Name | Capacity and Nature of Interest | Number of Ordinary Shares and Related Shares | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Zhang Chunhua | Interest in a controlled corporation | 834,851,294 | 54.98% | | Mr. Zhang Chunhua | Beneficial owner | 57,098,000 | 3.76% | | Ms. Zhang Chunping | Beneficial owner | 22,543,430 | 1.48% | | Ms. Chan Mei Yan | Beneficial owner | 500,000 | 0.03% | Major Shareholders' Interests in Company's Ordinary Shares | Shareholder Name | Capacity and Nature of Interest | Number of Ordinary Shares and Related Shares | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Brilliant Chapter Limited | Beneficial owner | 834,851,294 | 54.98% | | Mr. Zhang Chunhua | Interest in a controlled corporation | 834,851,294 | 54.98% | | Mr. Zhang Chunhua | Beneficial owner | 57,098,000 | 3.76% | - During the year, no directors or the company's controlling shareholders or their respective associates had any interests in businesses that compete or are likely to compete with the Group's business[302](index=302&type=chunk)[305](index=305&type=chunk) [Corporate Governance and Auditor](index=52&type=section&id=52-54%20Report%20of%20the%20Directors) The company has established an Audit Committee, Remuneration Committee, and Nomination Committee to oversee company affairs. The Audit Committee, composed of three independent non-executive directors, reviews financial reporting and internal controls. The company has complied with the GEM Listing Rules' Corporate Governance Code. Zhubaoxinqin Certified Public Accountants Limited has been appointed as the company's auditor and will retire at the upcoming AGM, eligible for re-election - The company has established an Audit Committee, composed of three independent non-executive directors, responsible for reviewing and monitoring the financial reporting system and risk management and internal control procedures[308](index=308&type=chunk)[309](index=309&type=chunk)[313](index=313&type=chunk) - Directors believe the company has complied with all code provisions of the Corporate Governance Code in Appendix 15 to the GEM Listing Rules throughout the review year[311](index=311&type=chunk)[314](index=314&type=chunk) - Zhubaoxinqin Certified Public Accountants Limited has been appointed as the company's auditor and will retire at the upcoming Annual General Meeting, eligible for re-election[316](index=316&type=chunk)[317](index=317&type=chunk)[318](index=318&type=chunk) [Corporate Governance Report](index=55&type=section&id=Corporate%20Governance%20Report) This report details the company's corporate governance framework, practices, and compliance with relevant regulations to ensure effective oversight and accountability [Corporate Governance Practices and Directors' Securities Transactions](index=55&type=section&id=55%20Corporate%20Governance%20Report) The company is committed to maintaining high standards of corporate governance and has complied with most applicable code provisions of the GEM Listing Rules. The company adopted Rules 5.48 to 5.68 of the GEM Listing Rules as the code of conduct for directors' securities transactions, and all directors have confirmed compliance - The company is committed to maintaining high standards of corporate governance and has complied with most applicable code provisions of the GEM Listing Rules[320](index=320&type=chunk)[322](index=322&type=chunk)[325](index=325&type=chunk)[326](index=326&type=chunk) - The company adopted Rules 5.48 to 5.68 of the GEM Listing Rules as the code of conduct for directors' securities transactions, and all directors have confirmed compliance with the required dealing standards[324](index=324&type=chunk)[327](index=327&type=chunk) [Inside Information and Corporate Culture](index=56&type=section&id=56-57%20Corporate%20Governance%20Report) The Group has established an inside information disclosure policy to ensure proper procedures and internal controls for information handling and dissemination, preventing breaches of statutory disclosure requirements. The company is dedicated to fostering a proactive corporate culture emphasizing integrity and accountability, reinforced through training and continuous development - The Group has established an inside information disclosure policy to ensure procedures and internal controls for information handling and dissemination comply with regulations[328](index=328&type=chunk)[329](index=329&type=chunk)[331](index=331&type=chunk) - The company is committed to developing a proactive corporate culture, emphasizing integrity and accountability, reinforced through training and continuous development[335](index=335&type=chunk)[336](index=336&type=chunk)[337](index=337&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk) [Board Operations and Training](index=58&type=section&id=58-65%20Corporate%20Governance%20Report) The Board is responsible for the Group's overall management, strategic direction, and corporate governance, holding regular meetings. The Board's composition meets listing rule independence requirements, with separate roles for Chairman and CEO. The Board meets at least four times annually, ensuring directors receive adequate information and training to fulfill their duties. The company arranges liability insurance for directors and mandates their retirement by rotation and re-election - The Board is responsible for the Group's overall management, strategic direction, and corporate governance, and regularly receives updates from management[343](index=343&type=chunk)[344](index=344&type=chunk)[345](index=345&type=chunk) - The Board's composition, with independent non-executive directors exceeding one-third and all Audit Committee members being independent non-executive directors, complies with listing rule independence requirements[354](index=354&type=chunk)[357](index=357&type=chunk) - The roles of Chairman and Chief Executive are separate and exercised by different individuals, complying with Code Provision C.2.1 of the Corporate Governance Code[359](index=359&type=chunk)[363](index=363&type=chunk) - The Board meets at least **four times annually**, all directors receive at least **14 days' notice**, and have the opportunity to include matters for discussion on the agenda[360](index=360&type=chunk)[364](index=364&type=chunk) - The company arranges appropriate liability insurance for directors to cover risks they may incur due to corporate activities[378](index=378&type=chunk)[383](index=383&type=chunk) - All directors are required to retire by rotation and stand for re-election at general meetings in accordance with the Articles of Association[379](index=379&type=chunk)[384](index=384&type=chunk)[386](index=386&type=chunk)[389](index=389&type=chunk) - All directors continuously participate in professional development, relevant courses, and seminars related to their directorial duties, or have thoroughly read materials and latest information on business and industry developments[387](index=387&type=chunk)[390](index=390&type=chunk)[391](index=391&type=chunk)[392](index=392&type=chunk) [Company Secretary and Board Diversity](index=67&type=section&id=67-68%20Corporate%20Governance%20Report) The Company Secretary facilitates Board procedures and communication, and advises on corporate governance matters. Mr. Chan Kwun Fat participated in at least 15 hours of professional training during the review year. The company adopted a Board Diversity Policy to ensure a balanced composition of skills, experience, background, gender, and age among Board members, aligning with the Group's business needs - The Company Secretary is responsible for facilitating Board procedures and communication, and advising on corporate governance matters[394](index=394&type=chunk)[395](index=395&type=chunk)[397](index=397&type=chunk) - **Mr. Chan Kwun Fat** participated in no less than **15 hours** of relevant professional training during the review year[395](index=395&type=chunk)[397](index=397&type=chunk) - The company adopted a Board Diversity Policy to ensure a balanced composition of skills, experience, background, gender, and age among Board members[396](index=396&type=chunk)[398](index=398&type=chunk)[399](index=399&type=chunk) Board Gender and Age Composition (March 31, 2025) | Category | Proportion | | :--- | :--- | | Female | 40% | | Male | 60% | | 30-39 years | 20% | | 40-49 years | 20% | | 50-59 years | 60% | - As of the reporting date, the company's Board and Nomination Committee comprise at least one director of different genders, complying with the Corporate Governance Code[401](index=401&type=chunk)[403](index=403&type=chunk) - The male-to-female ratio of employees (including senior management) is **30:12**, and the Group will continue to maintain employee gender diversity[402](index=402&type=chunk)[404](index=404&type=chunk) [Dividend Policy and Board Committees](index=69&type=section&id=69-75%20Corporate%20Governance%20Report) The company adopted a dividend policy where the Board considers financial performance, reserves, working capital needs, capital expenditures, liquidity, and macroeconomic factors before declaring dividends. The Board has established a Remuneration Committee, Nomination Committee, and Audit Committee to oversee specific areas, each with clear written terms of reference and chaired by an independent non-executive director - The company adopted a dividend policy, where the Board will consider financial performance, savings, working capital needs, capital expenditures, liquidity, and macroeconomic factors before declaring dividends[405](index=405&type=chunk)[409](index=409&type=chunk) - The Board has established a Remuneration Committee, Nomination Committee, and Audit Committee to oversee specific areas of company affairs[405](index=405&type=chunk)[406](index=406&type=chunk)[408](index=408&type=chunk) - The Remuneration Committee, composed of three independent non-executive directors, advises the Board on remuneration policy and structure for all directors and senior management[410](index=410&type=chunk)[411](index=411&type=chunk)[414](index=414&type=chunk) - The Nomination Committee, composed of three independent non-executive directors and one executive director, is responsible for formulating nomination policy and recommending director nominations, appointments, and Board succession to the Board[422](index=422&type=chunk)[423](index=423&type=chunk)[425](index=425&type=chunk) - The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing and monitoring the Group's financial reporting system and internal control procedures[429](index=429&type=chunk)[430](index=430&type=chunk)[432](index=432&type=chunk) [External Auditor and Risk Management](index=75&type=section&id=75-78%20Corporate%20Governance%20Report) The Audit Committee reviews the appointment and non-audit functions of the external auditor. During the year, the auditor's remuneration for annual audit services was HK$0.78 million, and for non-audit services was HK$0.06 million. The Board is responsible for maintaining robust and effective risk management and internal control systems, conducting regular evaluations. The Group has established anti-corruption and whistleblowing policies to ensure integrity. The company currently lacks an independent internal audit function but reviews its necessity annually Auditor's Remuneration Comparison | Service Type | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Annual audit services | 780,000 | 1,006,000 | | Non-audit services | 60,000 | 814,000 | - The Board is responsible for maintaining robust and effective risk management and internal control systems, and annually reviews their overall effectiveness[442](index=442&type=chunk)[444](index=444&type=chunk)[446](index=446&type=chunk) - The Group has established an anti-corruption policy, providing principles for integrity in operations for all directors, senior officers, and employees[447](index=447&type=chunk)[451](index=451&type=chunk) - The whistleblowing policy provides guidance for employees and stakeholders to report any fraud and misconduct, with all reports handled in strict confidence[448](index=448&type=chunk)[450](index=450&type=chunk)[452](index=452&type=chunk) - The company currently does not have an independent internal audit department but annually reviews its necessity and engages external independent professionals for review[453](index=453&type=chunk)[455](index=455&type=chunk) [Shareholders' Rights and Investor Relations](index=78&type=section&id=78-83%20Corporate%20Governance%20Report) The company maintains continuous communication with shareholders through general meetings, corporate communications, and its website. Shareholders can convene extraordinary general meetings or nominate director candidates according to prescribed procedures. The company adopted a shareholder communication policy, providing various channels for shareholders to express opinions and exchange views - The company maintains continuous communication with shareholders through general meetings, corporate communications, and its website[467](index=467&type=chunk)[471](index=471&type=chunk) - Shareholders can convene extraordinary general meetings according to prescribed procedures, requesting the Board to convene meetings[459](index=459&type=chunk)[462](index=462&type=chunk) - Shareholders can nominate candidates for directorships by submitting written notice[463](index=463&type=chunk)[465](index=465&type=chunk) - The company adopted a shareholder communication policy, providing various communication channels to ensure shareholders can express opinions and exchange views[468](index=468&type=chunk)[470](index=470&type=chunk)[471](index=471&type=chunk)[472](index=472&type=chunk) [Independent Auditor's Report](index=84&type=section&id=Independent%20Auditor's%20Report) This report presents the independent auditor's opinion on the Group's consolidated financial statements, highlighting key audit matters and the responsibilities of both management and the auditor [Opinion and Basis for Opinion](index=84&type=section&id=84%20Independent%20Auditor's%20Report) Independent Auditor Zhubaoxinqin Certified Public Accountants Limited audited the Group's consolidated financial statements for the year ended March 31, 2025, and opined that they fairly present the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards, prepared properly under Hong Kong Auditing Standards, with the auditor being independent - Independent Auditor Zhubaoxinqin Certified Public Accountants Limited audited the Group's consolidated financial statements for the year ended March 31, 2025[477](index=477&type=chunk)[480](index=480&type=chunk) - The auditor believes the consolidated financial statements fairly present the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards[478](index=478&type=chunk)[480](index=480&type=chunk) - The review was conducted in accordance with Hong Kong Auditing Standards, and the auditor is independent of the Group[479](index=479&type=chunk)[481](index=481&type=chunk) [Key Audit Matters](index=85&type=section&id=85-88%20Key%20Audit%20Matters) Key audit matters include the valuation of financial assets at fair value through profit or loss and the impairment assessment of trade receivables and amounts due from related companies. Financial asset valuation involves significant judgment and assumptions, totaling approximately HK$240 million as of March 31, 2025. Impairment assessment is crucial to the Group's financial position, involving significant management estimates and judgments - Key audit matters include the valuation of financial assets at fair value through profit or loss and the impairment assessment of trade receivables and amounts due from related companies[483](index=483&type=chunk)[484](index=484&type=chunk)[486](index=486&type=chunk)[494](index=494&type=chunk) - As of March 31, 2025, financial assets at fair value through profit or loss were approximately **HK$240 million**, representing **72.12%** of the Group's net assets, with valuation involving subjective judgment and assumptions[485](index=485&type=chunk)[490](index=490&type=chunk)[491](index=491&type=chunk) - The impairment assessment of trade receivables and amounts due from related companies is crucial to the Group's financial position, involving significant management estimates and judgments[494](index=494&type=chunk)[495](index=495&type=chunk)[498](index=498&type=chunk)[499](index=499&type=chunk) [Other Matters and Auditor's Responsibilities](index=89&type=section&id=89-92%20Independent%20Auditor's%20Report) The Group's consolidated financial statements for the year ended March 31, 2024, were audited by another auditor who issued an unmodified opinion. Directors are responsible for preparing fair financial statements and ensuring effective internal controls. The auditor's responsibility is to obtain reasonable assurance that the financial statements are free from material misstatement and to communicate audit scope and findings to the Audit Committee - The Group's consolidated financial statements for the year ended March 31, 2024, were reviewed by another auditor, who issued an unmodified opinion[501](index=501&type=chunk)[506](index=506&type=chunk) - Directors are responsible for preparing fair consolidated financial statements and ensuring effective internal controls to prevent material misstatement[504](index=504&type=chunk)[508](index=508&type=chunk) - The auditor's responsibility is to obtain reasonable assurance that the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error[510](index=510&type=chunk)[512](index=512&type=chunk) - The auditor communicates with the Audit Committee the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control[515](index=515&type=chunk)[518](index=518&type=chunk) [Consolidated Financial Statements](index=93&type=section&id=Consolidated%20Financial%20Statements) This section contains the Group's consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, and consolidated statement of cash flows for the year ended March 31, 2025, reflecting the Group's financial performance, financial position, equity changes, and cash flows during the reporting period [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=93&type=section&id=93%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue from continuing operations was HK$107.372 million, gross profit HK$21.054 million, and profit for the year HK$10.219 million. Loss from discontinued operations was zero. Basic earnings per share were HK$0.69 cents Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 107,372 | 91,254 | | Gross profit | 21,054 | 18,846 | | Profit/(Loss) before tax | 12,537 | (51,537) | | Profit/(Loss) for the year | 10,219 | (76,095) | | Basic earnings/(loss) per share (HK cents) | 0.69 | (4.73) | [Consolidated Statement of Financial Position](index=94&type=section&id=94-95%20Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total non-current assets were HK$244.063 million, total current assets HK$144.805 million. Total current liabilities were HK$54.462 million, with net assets and total equity both at HK$334.066 million Consolidated Statement of Financial Position Summary | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total non-current assets | 244,063 | 242,495 | | Total current assets | 144,805 | 122,697 | | Total current liabilities | 54,462 | 41,100 | | Net assets | 334,066 | 324,092 | | Total equity | 334,066 | 324,092 | [Consolidated Statement of Changes in Equity](index=96&type=section&id=96-97%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the year ended March 31, 2025, equity attributable to owners of the company increased from HK$324.092 million as of March 31, 2024, to HK$333.593 million, primarily due to profit for the year. Non-controlling interests increased from zero to HK$0.473 million Consolidated Statement of Changes in Equity Summary | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Equity attributable to owners of the company | 333,593 | 324,092 | | Non-controlling interests | 473 | 0 | | Total equity | 334,066 | 324,092 | - Equity attributable to owners of the company increased mainly due to profit for the year[526](index=526&type=chunk) [Consolidated Statement of Cash Flows](index=98&type=section&id=98-99%20Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2025, net cash from operating activities was HK$12.233 million, net cash from investing activities HK$7.756 million, and net cash used in financing activities HK$7.404 million. Net increase in cash and cash equivalents was HK$12.585 million, with an ending balance of HK$27.315 million Consolidated Statement of Cash Flows Summary | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash from operating activities | 12,233 | 36,658 | | Net cash from/(used in) investing activities | 7,756 | (93,108) | | Net cash (used in)/from financing activities | (7,404) | 25,960 | | Net increase/(decrease) in cash and cash equivalents | 12,585 | (30,490) | | Cash and cash equivalents at end of period | 27,315 | 15,248 |

Financial Performance - The total revenue for the fiscal year 2024/2025 was HKD 2,078,872,000, a slight increase from HKD 2,072,294,000 in the previous year[36]. - The company recorded a loss attributable to shareholders of HKD 14,466,000, compared to a profit of HKD 106,848,000 in the previous year[36]. - The revaluation loss on investment properties was HKD 21,791,000, contrasting with a revaluation gain of HKD 69,363,000 in the previous year[36]. - The impairment loss on right-of-use assets and equipment increased by HKD 15,179,000[36]. - Overall sales and distribution costs rose by HKD 38,252,000[36]. - Convenience store business revenue increased by 2.2% to HKD 1,198,636,000 for the fiscal year ending March 31, 2025, compared to HKD 1,172,906,000 in 2023/24[37]. - The food business recorded revenue of HKD 711,242,000, slightly down from HKD 717,478,000 in 2023/24, with a segment profit of HKD 64,087,000 compared to HKD 66,324,000[38]. - The packaging business achieved revenue of HKD 154,383,000, down from HKD 166,754,000 in 2023/24, with a segment profit of HKD 11,739,000 compared to HKD 13,214,000[39]. - Retail entertainment business revenue decreased to HKD 9,930,000 from HKD 11,515,000 in 2023/24, with a profit drop to HKD 8,656,000 from HKD 72,437,000[40]. - Property investment rental income increased by 35.5% to HKD 4,681,000 from HKD 3,455,000 in 2023/24, but the property segment recorded a loss of HKD 37,169,000 compared to a loss of HKD 22,064,000 in 2023/24[42]. Strategic Initiatives - The company plans to introduce a fully automated rice production and packaging system to enhance its market position in China[29]. - Circle K's revenue in Vietnam remained stable, benefiting from the introduction of new local coffee and tea products[27]. - The company expanded its business in Japan with a strategic acquisition in Niseko, introducing seven restaurants as part of a leisure lifestyle resort project[30]. - The packaging materials business experienced growth due to increased export demand from Japanese and Korean clients[31]. - The company aims to modernize its brand image through a large-scale marketing and advertising campaign targeting younger consumers[29]. - The company is actively expanding its Circle K convenience store business in Vietnam, aiming to become a leader in the international convenience store market[54]. - The company has invested in the Niseko ski resort in Japan as part of its long-term development strategy in the Asia-Pacific region[54]. - The company is focusing on enhancing its "retail entertainment" business model to drive growth[54]. Corporate Governance - The independent non-executive directors are subject to re-election every three years, ensuring governance and accountability[52]. - The company has no service contracts with directors that cannot be terminated without compensation within one year[53]. - The company emphasizes the importance of corporate governance through the rotation and re-election of its independent directors[52]. - The company’s executive team includes members with extensive experience in various sectors, including finance, management, and the food industry[56][58]. - The company has established a register of interests in shares and related securities as per the Securities and Futures Ordinance[64]. - The company has complied with the Corporate Governance Code as per the Stock Exchange Listing Rules during the fiscal year[89]. - The group’s major shareholder, Yuen Loong International Limited, holds approximately 32.28% of the issued share capital[87]. - The board consists of nine members, including five executive directors, one non-executive director, and three independent non-executive directors, ensuring compliance with listing rules[104]. - All independent non-executive directors confirmed their independence in accordance with the listing rules[107]. - The board held four regular meetings during the year ending March 31, 2025, with all directors having access to timely and appropriate information[109]. Employee Relations - The group is committed to enhancing employee relations and maintaining competitive compensation and benefits for full-time employees[45]. - The total number of employees in the group was approximately 4,203, with a review of the compensation package ongoing[93]. - Employee compensation includes standard wages, medical insurance, allowances, and bonuses, with all employees entitled to paid leave such as statutory holidays and annual leave[198]. - The group has adopted incentive and bonus plans to reward employees contributing to growth and development[198]. - The workforce demographics show 46% male and 54% female employees, with 87% under 30 years old[199]. - The group has received the "5 Years+ Good MPF Employer" award and the "MPF Promotion Award" from the Mandatory Provident Fund Schemes Authority[200]. Environmental, Social, and Governance (ESG) Initiatives - The group aims to enhance financial performance while actively implementing policies for environmental protection, social responsibility, and governance[159]. - The strategic mission of the group is to leverage its foundational business network and local expertise to expand its premium brand and innovative platform portfolio through organic growth or acquisitions[160]. - The group emphasizes the importance of providing relevant and significant information to stakeholders through an importance assessment of ESG issues[162]. - The ESG report is prepared according to guidelines that adhere to principles of materiality, quantification, consistency, and balance[160]. - The group has established an ESG committee structure to meet stakeholder expectations regarding ESG performance[163]. - The company has set environmental goals to achieve by 2030, including a 5% reduction in electricity consumption and greenhouse gas emissions, and a 10% reduction in water usage[173]. - The total harmless waste density for 2025 is projected to be 1.13 kg per ton of product, down from 1.37 kg in 2024[175]. - The company has implemented various waste reduction measures, including the introduction of Hong Kong's first biodegradable plastic rice bag[175]. - The company actively collects woven bags used by suppliers for recycling and explores other reuse methods[176]. - The company has identified 18 significant ESG issues, with 7 categorized as very important and 9 as important[168]. - The company conducts stakeholder surveys to assess significant ESG matters[168]. - The company adheres to local laws and regulations regarding waste disposal and environmental protection[174]. Financial Position and Shareholder Returns - As of March 31, 2025, the group maintained a cash balance of HKD 356,959,000, with total current assets of HKD 744,021,000 and current liabilities of HKD 432,087,000, resulting in a current ratio of 1.7[43]. - The group has no outstanding bank loans as of March 31, 2025, and total equity stood at HKD 1,266,509,000, down from HKD 1,319,781,000 in 2024[43]. - The group reported a mid-term dividend of HKD 0.011 per share, totaling approximately HKD 18,671,000, and a proposed final dividend of HKD 0.012 per share, totaling approximately HKD 20,369,000[73]. - The total dividend for the fiscal year ending March 31, 2025, was HKD 0.023 per share, consistent with the previous year[94]. - Total reserves available for distribution to shareholders as of March 31, 2025, were approximately HKD 274,036,000[80]. - The group’s net asset value as of March 31, 2025, was HKD 0.75 per share based on the actual number of issued shares of 1,697,406,458[91]. - The company ensures fair treatment of all shareholders and provides various means for them to exercise their rights[150].

ANNUAL REPORT 2025 Microware Group Limited 美高域集團有限公司 (於開曼群島註冊成立的有限公司) 股份代號 : 1985 年報 2025 Microware Group Limited (incorporated in the Cayman Islands with limited liability) Stock Code: 1985 美高域集團有限公司 ANNUAL REPO RT 2025 二零二五年年報 Microwar e Grou p Limite d 美高域集團有限公司 目錄 | 公司資料 | 2 | | --- | --- | | 年度要事 | 4 | | 主席報告書 | 13 | | 管理層討論及分析 | 15 | | 董事及高級管理層履歷 | 19 | | 企業管治報告 | 23 | | 董事會報告 | 37 | | 獨立核數師報告 | 50 | | 綜合損益及其他全面收益表 | 55 | | 綜合財務狀況表 | 56 | | 綜合權益變動表 | 57 | | 綜合現金流量表 | 58 | | 綜合財務報表附註 | 60 | | 財務摘要 | 13 ...

[Company Information](index=4&type=section&id=Company%20Information) Provides an overview of the company's governance, key personnel, and operational details [Board of Directors and Committee Members](index=4&type=section&id=Board%20of%20Directors%20and%20Committee%20Members) Details the composition of the Board of Directors and recent personnel changes in key committees - Board composition: **2 Executive Directors**, **1 Non-executive Director**, **3 Independent Non-executive Directors**[6](index=6&type=chunk)[7](index=7&type=chunk) - Personnel change: Ms. Liu Shitong appointed as Independent Non-executive Director, Audit and Remuneration Committee Chair on December 15, 2024; Mr. Yang Yongji resigned on the same day[6](index=6&type=chunk)[7](index=7&type=chunk) [Company Secretary, Legal Advisors, and Auditor](index=5&type=section&id=Company%20Secretary%2C%20Legal%20Advisors%2C%20and%20Auditor) Outlines changes in the company secretary role and identifies the legal advisors and external auditor - Company Secretary: Ms. Chow Man Yee appointed on February 1, 2025, replacing Ms. Wong Chi Ying[9](index=9&type=chunk) - Auditor: Ernst & Young[9](index=9&type=chunk)[10](index=10&type=chunk) [Registered Office and Principal Place of Business](index=5&type=section&id=Registered%20Office%20and%20Principal%20Place%20of%20Business) Specifies the company's registered office in Cayman Islands and principal business location in Hong Kong - Registered Office: Cricket Square, Cayman Islands[9](index=9&type=chunk)[10](index=10&type=chunk) - Head Office and Principal Place of Business: 10/F, Phase 2, Weilun Centre, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong[11](index=11&type=chunk) [Principal Bankers and Stock Code](index=6&type=section&id=Principal%20Bankers%20and%20Stock%20Code) Lists the company's main banking partners and its stock exchange trading code - Principal Bankers: Bank of China (Hong Kong), CTBC Bank, DBS Bank (Hong Kong), O-Bank[12](index=12&type=chunk) - Stock Code: **1173**[13](index=13&type=chunk) [Chairman's Statement](index=7&type=section&id=Chairman%27s%20Statement) Provides an overview of the group's business, financial performance, and future outlook [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) Discusses the group's retail operations in beauty products and ladies' fashion across Hong Kong and Macau - The Group is a retailer of beauty products and ladies' fashion[14](index=14&type=chunk)[17](index=17&type=chunk) - Retail network includes **105 sales points** in Hong Kong and Macau, with brands Colourmix, MORIMOR, Veeko, and Wanko[14](index=14&type=chunk)[17](index=17&type=chunk) [Business Review](index=7&type=section&id=Business%20Review) Reviews the group's financial performance for the year, highlighting revenue decline and increased loss due to market challenges | Indicator | 2025 Financial Year (HKD thousands) | 2024 Financial Year (HKD thousands) | Year-on-year Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Turnover | 481,484 | 586,710 | -105,226 | -17.9% | | Gross Profit | 221,168 | 259,321 | -38,153 | -14.7% | | Gross Margin | 45.9% | 44.2% | +1.7 percentage points | - | | Loss for the year | 124,767 | 40,043 | +84,724 | +211.6% | | Fair value change of investment properties | -40,918 | 5,324 | -46,242 | - | | Finance costs | 39,781 | 34,805 | +4,976 | +14.3% | - Revenue decline primarily due to fewer stores, cross-border consumption by Hong Kong residents and outbound travel, and slower inbound tourist spending[15](index=15&type=chunk)[18](index=18&type=chunk) [Cosmetics Business](index=8&type=section&id=Cosmetics%20Business) Details the performance of the cosmetics segment, including revenue, loss, and store count changes Cosmetics Business Key Data Comparison | Indicator | 2025 Financial Year (HKD thousands) | 2024 Financial Year (HKD thousands) | Year-on-year Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Turnover | 350,815 | 426,537 | -75,722 | -17.8% | | Segment Loss | 32,612 | 19,467 | +13,145 | +67.5% | | Number of Stores | 53 | 57 | -4 | -7.0% | - Facing cross-border consumption trends and increased outbound travel, the Group adjusted sales and marketing strategies and closed underperforming stores[20](index=20&type=chunk)[21](index=21&type=chunk) [Fashion Business](index=9&type=section&id=Fashion%20Business) Presents the financial results for the fashion segment, noting revenue decrease and expanded loss Fashion Business Key Data Comparison | Indicator | 2025 Financial Year (HKD thousands) | 2024 Financial Year (HKD thousands) | Year-on-year Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Turnover | 130,669 | 160,173 | -29,504 | -18.4% | | Segment Loss | 25,297 | 3,618 | +21,679 | +599.2% | | Number of Stores | 52 | 60 | -8 | -13.3% | - The Group's fashion business production resources are concentrated in self-owned factories in mainland China, enabling flexible cost control and production arrangements to reduce inventory levels and production costs[25](index=25&type=chunk)[26](index=26&type=chunk) [Outlook](index=10&type=section&id=Outlook) Outlines the group's strategies to navigate a challenging retail market, including network optimization and financial support - Hong Kong retail market expected to remain challenging next year; management implements multiple measures to restore profitability[29](index=29&type=chunk)[31](index=31&type=chunk) - Strategic retail network adjustments: negotiating reasonable rents with landlords, closing underperforming stores with expiring leases; **58 store leases** are due or expiring in FY2026[30](index=30&type=chunk)[32](index=32&type=chunk) - Optimizing product mix, strengthening online-to-offline (O2O) business integration: cosmetics business to partner with Tmall Global, JD, Douyin, and launch a new mobile application by the end of May[30](index=30&type=chunk)[33](index=33&type=chunk) - Financial support: Executive Directors provide an unsecured revolving loan facility of up to **HKD 375 million** to repay bank loans and provide working capital[34](index=34&type=chunk)[37](index=37&type=chunk) [Properties](index=11&type=section&id=Properties) Provides an overview of the group's property valuations in Hong Kong and mainland China, including investment properties Group Property Valuation | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Total Property Valuation | 698,646 | 742,583 | -43,937 | | Fair Value of Investment Properties | 513,552 | 552,651 | -39,099 | | Unpledged Property Value | 101,484 | - | - | [Liquidity and Financial Resources](index=12&type=section&id=Liquidity%20and%20Financial%20Resources) Details the group's cash position, borrowings, and key liquidity ratios, showing a shift in funding sources Liquidity and Financial Resources Comparison | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 13,126 | 8,537 | +4,589 | | Pledged Deposits | 13,070 | 2,231 | +10,839 | | Outstanding Bank Borrowings | 178,095 | 390,454 | -212,359 | | Directors' Loans | 369,100 | 37,450 | +331,650 | | Current Ratio | 0.60 | 0.29 | +0.31 | | Gearing Ratio | 2.25 | 1.92 | +0.33 | | Total Bank Facilities | 241,767 | 440,950 | -199,183 | | Utilized Bank Facilities | 180,625 | 394,967 | -214,342 | - Low Hong Kong Interbank Offered Rate (HIBOR) benefits the Group by reducing interest expenses[34](index=34&type=chunk)[37](index=37&type=chunk) [Foreign Exchange Risk](index=13&type=section&id=Foreign%20Exchange%20Risk) Discusses the group's exposure to foreign currency fluctuations, particularly from procurement costs - Approximately **29%** of procurement costs are in foreign currencies (USD, EUR, CHF, and JPY), leading to foreign currency risk[48](index=48&type=chunk)[53](index=53&type=chunk) - Management closely monitors foreign exchange risk and will consider hedging through forward contracts when necessary[48](index=48&type=chunk)[53](index=53&type=chunk) [Pledged Assets](index=13&type=section&id=Pledged%20Assets) Reports the total value of assets pledged by the group to secure bank facilities Total Pledged Assets | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Total Pledged Assets | 473,006 | 570,010 | -97,004 | [Contingent Liabilities](index=13&type=section&id=Contingent%20Liabilities) Details the group's contingent liabilities, primarily bank guarantees for subsidiaries Contingent Liabilities (Bank Guarantees) | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Bank Facility Guarantees | 252,600 | 838,857 | -586,257 | [Employees and Remuneration Policy](index=13&type=section&id=Employees%20and%20Remuneration%20Policy) Provides information on employee numbers and the group's remuneration and benefits policies Employee Numbers | Indicator | March 31, 2025 | March 31, 2024 | Year-on-year Change | | :--- | :--- | :--- | :--- | | Number of Employees | Approximately 850 persons | Approximately 870 persons | -20 persons | - Remuneration policy is primarily determined based on industry practice and individual performance, including insurance and medical benefits, with share options allocated to certain key employees[51](index=51&type=chunk)[56](index=56&type=chunk) [Acknowledgements](index=13&type=section&id=Acknowledgements) The Chairman expresses gratitude to employees, shareholders, customers, suppliers, and business partners - The Chairman thanks employees, shareholders, customers, suppliers, and business partners[52](index=52&type=chunk)[57](index=57&type=chunk) [Directors' Report](index=14&type=section&id=Directors%27%20Report) Provides statutory information on the company's principal activities, compliance, and corporate governance [Principal Activities and Business Review](index=14&type=section&id=Principal%20Activities%20and%20Business%20Review) States the company's role as an investment holding company and refers to the Chairman's Statement for business review - The Company is an investment holding company; principal activities of its major subsidiaries are detailed in Note 1 to the consolidated financial statements[60](index=60&type=chunk)[65](index=65&type=chunk) - The business review, performance analysis, and principal risks for the year are disclosed in the Chairman's Statement (pages 5 to 11)[61](index=61&type=chunk)[66](index=66&type=chunk) [Environmental Policy and Performance](index=14&type=section&id=Environmental%20Policy%20and%20Performance) Highlights the company's commitment to environmental sustainability and compliance with relevant regulations - The Company is committed to environmental and social sustainability, complying with environmental laws and regulations, and adopting effective environmental policies[62](index=62&type=chunk)[67](index=67&type=chunk) [Compliance with Relevant Laws and Regulations](index=14&type=section&id=Compliance%20with%20Relevant%20Laws%20and%20Regulations) Confirms the group's compliance with applicable laws and regulations during the review period - No material breaches or non-compliance with applicable laws and regulations were identified within the Group during the review year[63](index=63&type=chunk)[68](index=68&type=chunk) [Key Relationships with Stakeholders](index=15&type=section&id=Key%20Relationships%20with%20Stakeholders) Identifies key stakeholders and the company's approach to fostering sustainable relationships with them - The Company recognizes employees, customers, suppliers, and business partners as key stakeholders for success[69](index=69&type=chunk)[74](index=74&type=chunk) - Committed to achieving corporate sustainability through employee encouragement, provision of quality products and services, collaboration with business partners, and social support[69](index=69&type=chunk)[74](index=74&type=chunk) [Results and Appropriations](index=15&type=section&id=Results%20and%20Appropriations) Refers to the consolidated financial statements for results and states the board's decision on dividend distribution - The Group's results for the year ended March 31, 2025, are disclosed in the consolidated statement of profit or loss and other comprehensive income[70](index=70&type=chunk)[75](index=75&type=chunk) - The Board has resolved not to declare a final dividend for the year ended March 31, 2025, and no interim dividend was declared during the year[71](index=71&type=chunk)[75](index=75&type=chunk) [Share Capital and Distributable Reserves](index=15&type=section&id=Share%20Capital%20and%20Distributable%20Reserves) Provides details on share capital changes and the company's distributable reserves - Details of changes in the Company's share capital are set out in Note 26 to the consolidated financial statements[72](index=72&type=chunk)[76](index=76&type=chunk) Distributable Reserves | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Total Distributable Reserves | 53,490 | 104,947 | -51,457 | | Share Premium | 211,064 | 211,064 | 0 | | Contributed Surplus | 53,135 | 53,135 | 0 | | Accumulated Losses | 210,709 | 159,252 | +51,457 | [Directors](index=16&type=section&id=Directors) Lists the current directors, their roles, and details on their re-election and appointment terms - Executive Directors: Mr. Cheng Chung Man (Chairman), Ms. Lam Yuk Sum (Chief Executive Officer)[78](index=78&type=chunk)[81](index=81&type=chunk) - Non-executive Director: Mr. Lam Man Tin[78](index=78&type=chunk)[81](index=81&type=chunk) - Independent Non-executive Directors: Mr. Au Yeung Hau Cheong, Mr. Cheng Man Lung, Ms. Liu Shitong (appointed on December 15, 2024)[78](index=78&type=chunk)[81](index=81&type=chunk) - Mr. Cheng Chung Man and Mr. Lam Man Tin will retire by rotation and offer themselves for re-election; Ms. Liu Shitong's term is until the first Annual General Meeting after her appointment[78](index=78&type=chunk)[81](index=81&type=chunk) [Directors' Service Contracts](index=16&type=section&id=Directors%27%20Service%20Contracts) Outlines the terms of service contracts for executive, non-executive, and independent non-executive directors - Executive Directors' service agreements are for **3 years**, renewable, and terminable with **3 months'** written notice[79](index=79&type=chunk)[82](index=82&type=chunk) - Non-executive and Independent Non-executive Directors' letters of appointment are for **2 years**[79](index=79&type=chunk)[82](index=82&type=chunk) [Management Contracts and Permitted Indemnity Provisions](index=17&type=section&id=Management%20Contracts%20and%20Permitted%20Indemnity%20Provisions) Confirms the absence of management contracts and the existence of permitted indemnity provisions for directors - No management and administration contracts were entered into or existed within the Company during the year[84](index=84&type=chunk)[88](index=88&type=chunk) - Permitted indemnity provisions for the Company's Directors have been and remain in force[85](index=85&type=chunk)[89](index=89&type=chunk) [Biographies of Directors and Senior Management](index=17&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) Provides detailed professional backgrounds and responsibilities of the directors and senior management team - Mr. Cheng Chung Man (Chairman): **68 years old**, founded the Group in **1984**, responsible for overall planning and company policy, with over **41 years** of manufacturing and retail experience[86](index=86&type=chunk)[90](index=90&type=chunk) - Ms. Lam Yuk Sum (Chief Executive Officer): **65 years old**, joined the Group in **1987**, responsible for daily management, procurement, and design development, with over **38 years** of fashion design and retail experience[87](index=87&type=chunk)[91](index=91&type=chunk) - Ms. Liu Shitong (Independent Non-executive Director): **34 years old**, appointed on December 15, 2024, Bachelor of Accounting and Finance from HKU, HKICPA certified, **7 years** of audit experience, **6 years** of multinational corporate management experience[95](index=95&type=chunk)[98](index=98&type=chunk) - Mr. Kwong Chun Ming (Financial Controller): **46 years old**, joined the Group in September 2021, Bachelor of Accountancy from PolyU, HKICPA member, over **20 years** of accounting and audit experience[99](index=99&type=chunk)[104](index=104&type=chunk) - Ms. Chow Man Yee (Company Secretary): **48 years old**, appointed on February 1, 2025, Bachelor of Social Sciences from HKU, MSc in Professional Accounting and Corporate Governance from CityU, over **20 years** of corporate governance and administrative experience[100](index=100&type=chunk)[105](index=105&type=chunk) [Share Option Schemes](index=20&type=section&id=Share%20Option%20Schemes) Discusses the company's share option schemes, including the expired 2013 scheme and the current 2023 scheme - No new or existing share-linked agreements (other than share option schemes) were entered into during the year ended March 31, 2025[101](index=101&type=chunk)[106](index=106&type=chunk) - The 2013 Share Option Scheme expired on August 30, 2023; no new options will be granted, but existing options remain exercisable[102](index=102&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) Changes in 2013 Share Option Scheme (as at March 31, 2025) | Grant Date | Vesting Period | Exercise Period | Exercise Price per Share (HKD) | Balance at April 1, 2024 (options) | Granted during the year (options) | Cancelled during the year (options) | Lapsed during the year (options) | Outstanding at March 31, 2025 (options) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | January 29, 2021 | January 29, 2021 to January 28, 2024 | January 29, 2024 to January 28, 2026 | 0.0534 | 16,800,000 | – | (350,000) | (1,900,000) | 14,550,000 | | January 29, 2021 | January 29, 2021 to January 28, 2026 | January 29, 2026 to January 28, 2028 | 0.0534 | 16,450,000 | – | – | (1,900,000) | 14,550,000 | | February 16, 2022 | February 16, 2022 to February 15, 2025 | February 16, 2025 to February 15, 2027 | 0.0506 | 5,150,000 | – | – | (1,400,000) | 3,750,000 | | February 16, 2022 | February 16, 2022 to February 15, 2027 | February 16, 2027 to February 15, 2029 | 0.0506 | 5,150,000 | – | – | (1,400,000) | 3,750,000 | | **Total** | | | | **43,550,000** | **–** | **(350,000)** | **(6,600,000)** | **36,600,000** | - The 2023 Share Option Scheme was adopted on September 11, 2023; no share options were granted or outstanding under this scheme as of March 31, 2025[114](index=114&type=chunk)[116](index=116&type=chunk)[118](index=118&type=chunk) - The total number of shares available for issue under the 2023 Share Option Scheme is **251,800,133 shares**, representing approximately **10%** of issued shares[118](index=118&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=22&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures) Discloses the significant interests of Mr. Cheng Chung Man and Ms. Lam Yuk Sum in the company's shares Directors' and Chief Executive's Interests in Company Shares (as at March 31, 2025) | Director Name | Capacity/Nature of Interest | Number of Ordinary Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Cheng Chung Man | Founder and Beneficiary of a Trust | 1,393,347,737 | | | | Beneficial Owner | 185,219,227 | | | | **Total** | **1,578,566,964** | **62.69%** | | Ms. Lam Yuk Sum | Beneficiary of a Trust | 1,393,347,737 | | | | Beneficial Owner | 272,916,013 | | | | **Total** | **1,666,263,750** | **66.17%** | - **1,393,347,737 shares** are beneficially owned by Silver Crown Profits Limited, whose shares are held by the trustee of The J Cheng Family Trust, with beneficiaries including family members of Mr. Cheng Chung Man and Ms. Lam Yuk Sum[124](index=124&type=chunk)[125](index=125&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=23&type=section&id=Directors%27%20Rights%20to%20Acquire%20Shares%20or%20Debentures) Confirms no arrangements for directors to acquire benefits through purchasing shares or debentures, other than the share option scheme - Other than the Company's share option scheme, no arrangements existed during the year for Directors to obtain benefits by acquiring shares or debentures of the Company or any other company[129](index=129&type=chunk)[134](index=134&type=chunk) [Independence of Independent Non-executive Directors](index=23&type=section&id=Independence%20of%20Independent%20Non-executive%20Directors) States that the company has received independence confirmations and considers all independent non-executive directors to be independent - The Company has received annual confirmations of independence from each Independent Non-executive Director and considers all Independent Non-executive Directors to be independent[130](index=130&type=chunk)[135](index=135&type=chunk) [Directors' Interests in Material Transactions, Arrangements, or Contracts](index=23&type=section&id=Directors%27%20Interests%20in%20Material%20Transactions%2C%20Arrangements%2C%20or%20Contracts) Confirms no material interests of directors in significant transactions, agreements, or contracts, except as disclosed in financial statements - Except as disclosed in Notes 22 and 30(a) to the consolidated financial statements, no Director or their associated entity had a material interest in any significant transaction, arrangement, or contract to which the Company, its holding company, or any of its subsidiaries or fellow subsidiaries was a party during the year[131](index=131&type=chunk)[136](index=136&type=chunk) [Connected Transactions](index=23&type=section&id=Connected%20Transactions) Notes that disclosed related party transactions meet minimum exemption levels and are fully exempt under Listing Rule 14A.76 - Related party transactions disclosed in Note 30(a) to the consolidated financial statements meet the minimum exemption level and are fully exempt under Listing Rule 14A.76[132](index=132&type=chunk)[137](index=137&type=chunk) - No other connected transactions/continuing connected transactions requiring disclosure under Chapter 14A of the Listing Rules were identified[138](index=138&type=chunk)[140](index=140&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=24&type=section&id=Substantial%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures) Lists the substantial shareholders and their interests in the company's shares Substantial Shareholders' Interests in Company Shares (as at March 31, 2025) | Shareholder Name | Capacity/Nature of Interest | Number of Ordinary Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Silver Crown Profits Limited | Beneficial Owner | 1,393,347,737 | 55.34% | | Well Feel Group Limited | Interest in Controlled Corporation | 1,393,347,737 | 55.34% | | HSBC International Trustee Limited | Trustee | 1,393,347,737 | 55.34% | - The entire issued share capital of Silver Crown is held by Well Feel, which is a wholly-owned subsidiary of HSBC International; thus, Well Feel and HSBC International are deemed to have an interest in the shares held by Silver Crown[142](index=142&type=chunk)[143](index=143&type=chunk) [Major Customers and Suppliers](index=25&type=section&id=Major%20Customers%20and%20Suppliers) Provides information on the concentration of the group's major customers and suppliers - The five largest suppliers accounted for **43%** of total purchases, with the largest supplier accounting for **14%**[144](index=144&type=chunk)[150](index=150&type=chunk) - The five largest customers accounted for less than **30%** of total sales[144](index=144&type=chunk)[150](index=150&type=chunk) - No Director, their close associates, or any shareholder holding **5%** or more of the Company's shares had an interest in any of the five largest customers or suppliers[145](index=145&type=chunk)[151](index=151&type=chunk) [Pre-emptive Rights](index=25&type=section&id=Pre-emptive%20Rights) States that neither the company's articles of association nor Cayman Islands law mandates pre-emptive rights for new share issues - Neither the Company's articles of association nor the applicable laws of the Cayman Islands provide for pre-emptive rights requiring the Company to offer new shares pro-rata to existing shareholders[146](index=146&type=chunk)[152](index=152&type=chunk) [Purchase, Sale, or Redemption of the Company's Listed Securities](index=25&type=section&id=Purchase%2C%20Sale%2C%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Confirms no transactions involving the company's listed securities during the year and no treasury shares held - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year[147](index=147&type=chunk)[153](index=153&type=chunk) - As of March 31, 2025, the Company did not hold any treasury shares[147](index=147&type=chunk)[153](index=153&type=chunk) [Remuneration Policy](index=25&type=section&id=Remuneration%20Policy) Describes the remuneration policies for senior management and directors, including the role of the Remuneration Committee and the share option scheme - Remuneration policy for senior management is determined by the Remuneration Committee based on performance, qualifications, and capabilities[148](index=148&type=chunk)[154](index=154&type=chunk) - Directors' remuneration is recommended by the Remuneration Committee to the Board, referencing company performance, individual performance, and market data[148](index=148&type=chunk)[154](index=154&type=chunk) - The Company has adopted a share option scheme as an incentive for Directors and eligible employees[149](index=149&type=chunk)[155](index=155&type=chunk) [Sufficiency of Public Float](index=26&type=section&id=Sufficiency%20of%20Public%20Float) Confirms the company maintained sufficient public float throughout the year as required by Listing Rules - Based on public information and to the best of the Directors' knowledge, the Company maintained sufficient public float as required by the Listing Rules throughout the year ended March 31, 2025, and up to the latest practicable date prior to the publication of this annual report[156](index=156&type=chunk)[158](index=158&type=chunk) [Auditor](index=26&type=section&id=Auditor) States that Ernst & Young audited the financial statements and will offer for re-appointment - The consolidated financial statements have been audited by Ernst & Young, who will retire at the Annual General Meeting and offer themselves for re-appointment[157](index=157&type=chunk)[159](index=159&type=chunk) [Corporate Governance Report](index=27&type=section&id=Corporate%20Governance%20Report) Details the company's corporate governance framework, practices, and compliance with relevant codes [Corporate Governance Culture](index=27&type=section&id=Corporate%20Governance%20Culture) Emphasizes the company's commitment to high ethical standards, integrity, transparency, and accountability - The Company is committed to operating its business with high ethical standards, upholding integrity, transparency, and accountability[162](index=162&type=chunk)[164](index=164&type=chunk) - Corporate governance aims to deliver satisfactory and sustainable returns to shareholders, protect stakeholders' interests, manage business risks, provide quality products and services, and maintain high ethical standards[163](index=163&type=chunk)[165](index=165&type=chunk) [Corporate Governance Practices](index=28&type=section&id=Corporate%20Governance%20Practices) Affirms the company's adherence to high corporate governance standards and compliance with the Corporate Governance Code - The Company is committed to maintaining high standards of corporate governance to align with shareholders' interests[166](index=166&type=chunk)[169](index=169&type=chunk) - The Company has applied the principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules[167](index=167&type=chunk)[170](index=170&type=chunk) - The Board believes the Company has complied with all applicable code provisions throughout the year ended March 31, 2025[168](index=168&type=chunk)[170](index=170&type=chunk) [Model Code for Securities Transactions](index=29&type=section&id=Model%20Code%20for%20Securities%20Transactions) Confirms the adoption and compliance with the Model Code for Securities Transactions by Directors and a written guideline for employees - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules[172](index=172&type=chunk)[174](index=174&type=chunk) - All Directors confirmed compliance with the Model Code throughout the year ended March 31, 2025[172](index=172&type=chunk)[174](index=174&type=chunk) - The Company has established written guidelines for employees, with terms no less stringent than the Model Code, and no non-compliance incidents were found[172](index=172&type=chunk)[175](index=175&type=chunk) [Board of Directors](index=29&type=section&id=Board%20of%20Directors) Describes the board's composition, responsibilities, and mechanisms for ensuring independence and effective leadership - The Board consists of **6 members**: **2 Executive Directors**, **1 Non-executive Director**, and **3 Independent Non-executive Directors**[178](index=178&type=chunk)[179](index=179&type=chunk) - Chairman Mr. Cheng Chung Man is responsible for leading and managing the Board, while CEO Ms. Lam Yuk Sum is responsible for daily management, with clear segregation of duties[190](index=190&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk)[193](index=193&type=chunk) - The Company has complied with Listing Rules requirements for appointing at least 3 Independent Non-executive Directors and received annual independence confirmations from each[194](index=194&type=chunk)[195](index=195&type=chunk)[199](index=199&type=chunk) - The Company established a Board independence assessment mechanism in November 2022, and all Directors completed the assessment for the year ended March 31, 2025, with satisfactory results[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk) [Board Composition](index=30&type=section&id=Board%20Composition) Details the board's membership and confirms the absence of significant relationships among members, except for a spousal relationship - The Board consists of **6 members**: **2 Executive Directors**, **1 Non-executive Director**, and **3 Independent Non-executive Directors**[178](index=178&type=chunk)[179](index=179&type=chunk) - Except for Mr. Cheng Chung Man and Ms. Lam Yuk Sum being spouses, there are no other financial, business, family, or other material/relevant relationships among Board members[183](index=183&type=chunk)[189](index=189&type=chunk) [Chairman and Chief Executive Officer](index=31&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) Clarifies the distinct roles and responsibilities of the Chairman and Chief Executive Officer to ensure balanced power - Chairman Mr. Cheng Chung Man is responsible for leading and managing the Board to ensure effective execution of Board functions[191](index=191&type=chunk) - Chief Executive Officer Ms. Lam Yuk Sum is responsible for the Company's daily management, executing strategies, objectives, and policies approved by the Board[192](index=192&type=chunk) - The roles of Chairman and Chief Executive Officer are distinct and held by different individuals, ensuring a balanced distribution of power and authority[190](index=190&type=chunk)[193](index=193&type=chunk) [Independent Non-executive Directors](index=31&type=section&id=Independent%20Non-executive%20Directors) Confirms compliance with Listing Rules regarding the appointment and independence of independent non-executive directors - The Company has complied with Listing Rules requirements for appointing at least **3 Independent Non-executive Directors**, with at least **1** possessing professional qualifications or financial management expertise[194](index=194&type=chunk)[198](index=198&type=chunk) - The Company has received annual confirmations 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) [Board Independence Assessment](index=32&type=section&id=Board%20Independence%20Assessment) Describes the annual assessment mechanism for board independence and its satisfactory results for the current year - The Company established a Board independence assessment mechanism in November 2022 to review its independence annually[200](index=200&type=chunk)[201](index=201&type=chunk) - All Directors completed the independence assessment for the year ended March 31, 2025, with satisfactory results[202](index=202&type=chunk) [Non-executive Directors and Director Selection](index=32&type=section&id=Non-executive%20Directors%20and%20Director%20Selection) Outlines the terms of appointment for executive and non-executive directors and the rotation policy for re-election - Executive Directors' service agreements are for **3 years**; Non-executive and Independent Non-executive Directors' letters of appointment are for **2 years**[203](index=203&type=chunk) - All Directors must retire by rotation at least once every **3 years** at the Annual General Meeting, and newly appointed Directors serve until the first Annual General Meeting after their appointment[204](index=204&type=chunk) [Responsibilities, Accountability, and Contribution of the Board and Management](index=33&type=section&id=Responsibilities%2C%20Accountability%2C%20and%20Contribution%20of%20the%20Board%20and%20Management) Defines the board's oversight role in strategy and operations, and the delegation of daily management to the CEO and senior management - The Board is responsible for leading and overseeing the Company, setting corporate and strategic objectives, and supervising operational activities and financial performance[205](index=205&type=chunk)[207](index=207&type=chunk) - All Directors genuinely fulfill their duties, comply with laws and regulations, make objective decisions, and act in the best interests of the Company and shareholders[208](index=208&type=chunk) - Daily management, administration, and operations are delegated to the Chief Executive Officer and senior management, with the Board regularly reviewing delegated functions and tasks[209](index=209&type=chunk)[210](index=210&type=chunk) - All Directors have full and timely access to relevant information and advice from the Company Secretary and senior management, and can seek independent professional advice[211](index=211&type=chunk) [Meeting Practices and Code](index=34&type=section&id=Meeting%20Practices%20and%20Code) Details the frequency, notice requirements, and record-keeping for board meetings, including conflict of interest procedures - The Board holds at least **4 regular meetings** annually, with additional meetings arranged as needed[212](index=212&type=chunk)[217](index=217&type=chunk) - Notice for regular Board meetings is issued at least **14 days** in advance, with documents circulated at least **3 days** prior[212](index=212&type=chunk)[213](index=213&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) - The Company Secretary is responsible for keeping minutes of all Board and committee meetings, available for Directors' inspection[214](index=214&type=chunk)[219](index=219&type=chunk) - Directors must abstain from voting and are not counted in the quorum for transactions where they or their associates have a material interest[215](index=215&type=chunk)[219](index=219&type=chunk) [Continuous Professional Development for Directors](index=34&type=section&id=Continuous%20Professional%20Development%20for%20Directors) Emphasizes the importance of continuous professional development for directors and the company's support for their training - Directors should keep abreast of regulatory developments and changes, and participate in continuous professional development to update their knowledge and skills[220](index=220&type=chunk)[222](index=222&type=chunk)[225](index=225&type=chunk) - Newly appointed Directors receive formal, comprehensive, and specific induction to ensure understanding of the Company's business, Listing Rules, and Directors' duties[221](index=221&type=chunk) Director Training Types (as at March 31, 2025) | Director Name | Training Type | | :--- | :--- | | Mr. Cheng Chung Man | A, B | | Ms. Lam Yuk Sum | A, B | | Mr. Lam Man Tin | A, B | | Mr. Au Yeung Hau Cheong | A, B | | Mr. Cheng Man Lung | A, B | | Ms. Liu Shitong | A | | Mr. Yang Yongji | A, B | | **Training Type Description** | | | A | Attending training courses, including briefings, seminars, academic conferences, and workshops | | B | Reading relevant news releases, newspapers, journals, magazines, and related publications | [Board Committees](index=36&type=section&id=Board%20Committees) Describes the establishment and functions of the Remuneration, Nomination, and Audit Committees, highlighting their independent composition and resources - The Board has established a Remuneration Committee, Nomination Committee, and Audit Committee, all with written terms of reference[226](index=226&type=chunk)[230](index=230&type=chunk) - The majority of committee members are Independent Non-executive Directors, ensuring independent judgment[227](index=227&type=chunk)[231](index=231&type=chunk) - Committees are provided with sufficient resources to perform their duties and can seek independent professional advice[228](index=228&type=chunk)[232](index=232&type=chunk) [Remuneration Committee](index=36&type=section&id=Remuneration%20Committee) Details the composition, functions, and activities of the Remuneration Committee in overseeing director and senior management remuneration - The Remuneration Committee comprises all Directors except Mr. Lam Man Tin, with a majority of Independent Non-executive Directors[233](index=233&type=chunk) - Its primary functions include advising the Board on remuneration policies, structures, and packages for Directors and senior management, ensuring transparency and fairness[234](index=234&type=chunk) - **5 meetings** were held during the year, reviewing and recommending remuneration packages for Directors and senior management and **2024** bonuses[235](index=235&type=chunk)[237](index=237&type=chunk) - Remuneration policy aims to ensure compensation is based on skills, knowledge, responsibilities, and involvement, referencing company performance, market rates, and individual performance[236](index=236&type=chunk)[238](index=238&type=chunk) [Senior Management Remuneration](index=38&type=section&id=Senior%20Management%20Remuneration) Provides a breakdown of senior management remuneration (excluding directors) by salary range Senior Management Remuneration (excluding Directors) | Remuneration Range | Number of Employees (2025) | | :--- | :--- | | Not exceeding HKD 1,000,000 | 4 | - Details of each Director's remuneration for the year ended March 31, 2025, are set out in Note 8 to the consolidated financial statements[240](index=240&type=chunk)[242](index=242&type=chunk) [Nomination Committee](index=38&type=section&id=Nomination%20Committee) Describes the composition, responsibilities, and activities of the Nomination Committee in board structure and director selection - The Nomination Committee comprises all Directors except Mr. Lam Man Tin, with a majority of Independent Non-executive Directors[243](index=243&type=chunk) - Its primary responsibilities include reviewing Board structure, identifying qualified candidates, recommending Director appointments and succession plans, and assessing the independence of Independent Non-executive Directors[244](index=244&type=chunk) - **3 meetings** were held during the year, addressing Director re-appointments, resignations, and new appointments, and reviewing Board structure and independence[245](index=245&type=chunk)[249](index=249&type=chunk) [Board Diversity Policy](index=39&type=section&id=Board%20Diversity%20Policy) Explains the company's policy for board diversity, considering various factors, and its current assessment - The Company has adopted a Board Diversity Policy to ensure the Board possesses a diverse range of skills, experience, and perspectives to align with the Company's corporate strategy[250](index=250&type=chunk)[251](index=251&type=chunk) - The Nomination Committee annually reviews the Board's structure, considering gender, age, cultural and educational background, professional qualifications, skills, knowledge, and regional and industry experience[251](index=251&type=chunk) - Currently, the Nomination Committee considers the Board to have sufficient diversity and effectiveness and has not yet set measurable objectives[253](index=253&type=chunk) [Gender Diversity](index=40&type=section&id=Gender%20Diversity) Presents statistics on gender diversity across the group's board, senior management, and other employees Group Employee Gender Ratio (as at the date of this Annual Report) | Category | Female (%) | Female (persons) | Male (%) | Male (persons) | | :--- | :--- | :--- | :--- | :--- | | Board of Directors | 33.3% | 2 | 66.7% | 4 | | Senior Management | 50% | 1 | 50% | 1 | | Other Employees | 86.9% | 740 | 13.1% | 112 | | Overall Employees | 86.4% | 743 | 13.6% | 117 | - The Board has achieved and considers the existing gender diversity satisfactory[259](index=259&type=chunk) [Nomination Policy](index=41&type=section&id=Nomination%20Policy) Outlines the policy for selecting and appointing directors, including criteria and procedures for new appointments and re-elections - The Nomination Policy aims to ensure the Board possesses the necessary and sustainable skills, experience, and diverse perspectives required by the Company[260](index=260&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk) - Selection criteria include age, skills, knowledge, experience, professional qualifications, background, independence, time commitment, potential conflicts of interest, and length of service[263](index=263&type=chunk) - The new Director appointment process includes the Nomination Committee identifying candidates, assessment, recommendation to the Board, Board deliberation and decision, and formal appointment letter[264](index=264&type=chunk)[265](index=265&type=chunk) - Board composition changed during the year: Mr. Yang Yongji resigned as Independent Non-executive Director, and Ms. Liu Shitong was appointed[266](index=266&type=chunk)[270](index=270&type=chunk) [Audit Committee](index=43&type=section&id=Audit%20Committee) Describes the composition, responsibilities, and activities of the Audit Committee in overseeing financial reporting and internal controls - The Audit Committee comprises all **3 Independent Non-executive Directors**, with the Chairman possessing professional qualifications and accounting expertise[271](index=271&type=chunk) - Its primary responsibilities include overseeing the relationship with external auditors, reviewing financial information, supervising financial reporting and internal control systems, and reviewing the internal audit function[272](index=272&type=chunk) - **5 meetings** were held during the year, reviewing annual and interim results, audit scope, effectiveness of internal control systems, and internal audit plan[273](index=273&type=chunk)[277](index=277&type=chunk) - No disagreement between the Board and the Audit Committee regarding the re-appointment of external auditors[275](index=275&type=chunk)[276](index=276&type=chunk) [Corporate Governance Functions](index=45&type=section&id=Corporate%20Governance%20Functions) States the board's responsibility for corporate governance functions, including reviewing policies, training, and compliance - The Board is responsible for performing the functions set out in the Corporate Governance Code[278](index=278&type=chunk)[279](index=279&type=chunk) - The Board has reviewed the Company's corporate governance policies and practices, training for Directors and senior management, compliance with legal and regulatory policies, compliance with the Model Code and employee written guidelines, and the Company's compliance with the Corporate Governance Code and disclosures in this report[280](index=280&type=chunk) [Attendance Record of Directors and Committee Members](index=45&type=section&id=Attendance%20Record%20of%20Directors%20and%20Committee%20Members) Provides a table of attendance records for directors at board, committee, and general meetings Attendance Record of Directors and Committee Members (as at March 31, 2025) | Director Name | Board | Remuneration Committee | Nomination Committee | Audit Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Cheng Chung Man | 24/24 | 5/5 | 3/3 | Not Applicable | 1/1 | | Ms. Lam Yuk Sum | 24/24 | 5/5 | 3/3 | Not Applicable | 1/1 | | Mr. Lam Man Tin | 17/24 | Not Applicable | Not Applicable | Not Applicable | 1/1 | | Mr. Au Yeung Hau Cheong | 17/24 | 5/5 | 3/3 | 5/5 | 1/1 | | Mr. Cheng Man Lung | 16/24 | 5/5 | 3/3 | 4/5 | 1/1 | | Ms. Liu Shitong | 5/9 | 2/2 | 1/1 | 2/2 | Not Applicable | | Mr. Yang Yongji | 12/15 | 3/3 | 2/2 | 3/3 | 1/1 | - The Chairman held **1 meeting** with Independent Non-executive Directors during the year, with Executive and Non-executive Directors absent[283](index=283&type=chunk) [Directors' Responsibilities for the Consolidated Financial Statements](index=46&type=section&id=Directors%27%20Responsibilities%20for%20the%20Consolidated%20Financial%20Statements) Confirms directors' responsibility for preparing fair financial statements and assessing the group's going concern ability - Directors confirm their responsibility for preparing the consolidated financial statements for the year ended March 31, 2025, ensuring they present a true and fair view and comply with statutory requirements and accounting standards[285](index=285&type=chunk)[288](index=288&type=chunk) - Given the Group recorded a net loss of **HKD 125 million** and current liabilities exceeded current assets by **HKD 121 million**, Directors have prudently assessed the going concern ability[290](index=290&type=chunk) - Directors believe that, after considering implemented or ongoing measures, the Group will have sufficient working capital to fund operations and meet financial obligations for at least the next **12 months**, thus preparing financial statements on a going concern basis is appropriate[291](index=291&type=chunk) - Independent auditor Ernst & Young issued an unmodified opinion with a material uncertainty related to going concern[292](index=292&type=chunk) [Auditor's Remuneration](index=47&type=section&id=Auditor%27s%20Remuneration) Details the fees paid to the external auditor, Ernst & Young, for audit and non-audit services Auditor's Remuneration (as at March 31, 2025) | Service Category | Fees Paid/Payable (HKD thousands) | | :--- | :--- | | Audit Services | 2,100 | | Non-audit Services – Tax Services | 164 | | Non-audit Services – Other Professional Services | 244 | | **Total** | **2,508** | [Risk Management and Internal Control](index=47&type=section&id=Risk%20Management%20and%20Internal%20Control) Describes the group's approach to enterprise risk management, internal audit, and anti-corruption policies - Enterprise risk management is crucial for achieving the Group's strategic objectives; the Board and management are responsible for identifying, analyzing, managing, and mitigating risks[297](index=297&type=chunk)[298](index=298&type=chunk) - The Board, through the Audit Committee, annually assesses the effectiveness of risk management and internal control systems, covering financial, operational, and compliance controls[301](index=301&type=chunk)[304](index=304&type=chunk) - The Company has an internal audit department responsible for independently reviewing the adequacy and effectiveness of risk management and internal control systems, with satisfactory review results[302](index=302&type=chunk)[305](index=305&type=chunk) - The Risk Management Team (RMT), comprising management and senior management members, monitors Group risks and reports significant matters to the Board[303](index=303&type=chunk)[306](index=306&type=chunk)[307](index=307&type=chunk) - The Company has a whistleblowing policy and anti-corruption policy, providing confidential channels for employees to report misconduct; no bribery or corruption violations were found this year[309](index=309&type=chunk)[312](index=312&type=chunk)[313](index=313&type=chunk) - The Company adopted a disclosure policy in August 2013, providing guidance to Directors, management, and employees on handling confidential information and information disclosure[310](index=310&type=chunk)[314](index=314&type=chunk) [Company Secretary](index=50&type=section&id=Company%20Secretary) Reports the change in company secretary and confirms compliance with qualification requirements - Ms. Wong Chi Ying resigned as Company Secretary on February 1, 2025, and Ms. Chow Man Yee was appointed on the same day[316](index=316&type=chunk)[320](index=320&type=chunk) - Both individuals meet the qualification and training requirements of the Listing Rules[316](index=316&type=chunk)[320](index=320&type=chunk) [Shareholders' Rights](index=50&type=section&id=Shareholders%27%20Rights) Explains how the company protects shareholder rights, including voting procedures, calling extraordinary general meetings, and making inquiries - The Company protects shareholders' interests by proposing separate resolutions for each material matter at general meetings and voting by poll, with results published on the Company's and HKEX websites[317](index=317&type=chunk)[321](index=321&type=chunk) - Shareholders can request an Extraordinary General Meeting under Article 64 of the Company's Articles of Association, requiring one or more shareholders holding at least **one-tenth** of the Company's share capital[318](index=318&type=chunk)[322](index=322&type=chunk) - Shareholders intending to propose a resolution can request a general meeting according to procedures[323](index=323&type=chunk)[328](index=328&type=chunk) - Shareholders can send written inquiries to the Company's Board; the Company generally does not handle verbal or anonymous inquiries[325](index=325&type=chunk)[326](index=326&type=chunk)[330](index=330&type=chunk) [Investor Relations](index=52&type=section&id=Investor%20Relations) Describes the company's commitment to transparent communication with shareholders and investors through various channels - The Company is committed to maintaining high transparency in communication with shareholders and investors, providing timely business information through annual reports, interim reports, announcements, and other corporate communications[335](index=335&type=chunk)[339](index=339&type=chunk) - The Company encourages shareholders to attend general meetings; the Board Chairman and chairmen (or their representatives) of each committee attend to answer questions[336](index=336&type=chunk)[340](index=340&type=chunk) - The Company's website (www.irasia.com/listco/hk/veeko/index.htm) publishes the latest information, company structure, Board, announcements, financial data, etc[337](index=337&type=chunk)[341](index=341&type=chunk) - The Company has an Investor Communication Policy to facilitate effective communication with shareholders and other stakeholders and encourages active engagement with the Company[343](index=343&type=chunk)[347](index=347&type=chunk) [Constitutional Documents](index=52&type=section&id=Constitutional%20Documents) Confirms no changes to the company's articles of association during the year and availability of the latest version - No changes to the Company's Articles of Association during the review year[338](index=338&type=chunk)[342](index=342&type=chunk) - The latest version of the Company's Memorandum and Articles of Association is available on the Company's and HKEX websites[338](index=338&type=chunk)[342](index=342&type=chunk) [Dividend Policy](index=55&type=section&id=Dividend%20Policy) States the company's dividend policy, which does not include a predetermined payout ratio, and depends on financial conditions - The Company has adopted a dividend policy but has no predetermined payout ratio[361](index=361&type=chunk) - Dividend payments depend on the Company's and Group's financial condition and the conditions and factors outlined in the dividend policy; any final dividend requires shareholder approval[361](index=361&type=chunk) [Independent Auditor's Report](index=56&type=section&id=Independent%20Auditor%27s%20Report) Presents the auditor's opinion on the consolidated financial statements, including key audit matters and going concern [Opinion](index=56&type=section&id=Opinion) States Ernst & Young's unmodified opinion on the consolidated financial statements for the year ended March 31, 2025 - Ernst & Young issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025[362](index=362&type=chunk)[364](index=364&type=chunk) - The consolidated financial statements present a true and fair view of the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards and comply with the disclosure requirements of the Hong Kong Companies Ordinance[362](index=362&type=chunk)[364](index=364&type=chunk) [Basis for Opinion](index=57&type=section&id=Basis%20for%20Opinion) Explains that the audit was conducted according to Hong Kong Auditing Standards, with the auditor maintaining independence and professional ethics - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA[365](index=365&type=chunk)[368](index=368&type=chunk) - The auditor is independent of the Group and has fulfilled other ethical responsibilities under the Code of Ethics for Professional Accountants[365](index=365&type=chunk)[368](index=368&type=chunk) [Material Uncertainty Related to Going Concern](index=57&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) Highlights the significant uncertainty regarding the group's ability to continue as a going concern due to net loss and negative working capital Going Concern Related Financial Data | Indicator | March 31, 2025 (HKD thousands) | | :--- | :--- | | Net Loss | 124,767 | | Current Liabilities Exceed Current Assets | 120,964 | - A material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern[366](index=366&type=chunk)[369](index=369&type=chunk) - The auditor's opinion on this matter is not modified[366](index=366&type=chunk)[369](index=369&type=chunk) [Key Audit Matters](index=57&type=section&id=Key%20Audit%20Matters) Identifies the most significant audit matters, including impairment assessments of PPE and ROU assets, and valuation of investment properties - Key audit matters include impairment assessment of identified property, plant and equipment (PPE) and right-of-use assets (ROU assets)[371](index=371&type=chunk)[374](index=374&type=chunk) - Key audit matters include valuation of investment properties[377](index=377&type=chunk)[378](index=378&type=chunk) - These matters involve management judgment and estimation uncertainty[374](index=374&type=chunk)[378](index=378&type=chunk) [Impairment Assessment of Identified Property, Plant and Equipment and Right-of-Use Assets](index=58&type=section&id=Impairment%20Assessment%20of%20Identified%20Property%2C%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) Details the impairment assessment for PPE and ROU assets, noting the book values, impairment losses, and key estimation parameters Book Value and Impairment of Identified PPE and ROU Assets (as at March 31, 2025) | Indicator | March 31, 2025 (HKD thousands) | | :--- | :--- | | Identified PPE Book Value | 4,351 | | Identified ROU Assets Book Value | 87,831 | | Identified PPE Impairment Loss | 482 | | Identified ROU Assets Impairment Loss | 5,495 | - Impairment assessment is based on discounted cash flow forecasts, with key input parameters including forecast turnover, gross margin, and discount rate, involving inherent valuation uncertainty[373](index=373&type=chunk)[374](index=374&type=chunk) [Valuation of Investment Properties](index=59&type=section&id=Valuation%20of%20Investment%20Properties) Explains the valuation process for investment properties, their book value, and the reliance on independent valuers and key parameters Book Value of Investment Properties (as at March 31, 2025) | Indicator | March 31, 2025 (HKD thousands) | Percentage of Total Assets | | :--- | :--- | :--- | | Investment Properties Book Value | 513,552 | 63.2% | - Valuation is determined by independent qualified valuers, relying on key input parameters such as capitalization rates, market monthly rents, and transaction prices of similar properties, involving inherent valuation uncertainty[378](index=378&type=chunk) [Other Information Included in the Annual Report](index=60&type=section&id=Other%20Information%20Included%20in%20the%20Annual%20Report) Clarifies the directors' responsibility for other information in the annual report and the auditor's review scope - The Company's Directors are responsible for other information in the annual report[381](index=381&type=chunk)[385](index=385&type=chunk) - The auditor does not express an assurance conclusion on other information but reviews it for material inconsistencies or misstatements with the consolidated financial statements[382](index=382&type=chunk)[386](index=386&type=chunk) [Directors' Responsibilities for the Consolidated Financial Statements](index=60&type=section&id=Directors%27%20Responsibilities%20for%20the%20Consolidated%20Financial%20Statements) Reaffirms the directors' responsibility for preparing true and fair financial statements, maintaining internal controls, and assessing going concern - The Company's Directors are responsible for preparing true and fair consolidated financial statements in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, and ensuring internal controls are sufficient to prevent material misstatement[383](index=383&type=chunk)[387](index=387&type=chunk) - Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing related matters where applicable, and using the going concern basis of accounting[388](index=388&type=chunk) - Directors fulfill their oversight responsibilities for the Group's financial reporting process with the assistance of the Audit Committee[384](index=384&type=chunk)[389](index=389&type=chunk) [Auditor's Responsibilities for the Audit of the Consolidated Financial Statements](index=61&type=section&id=Auditor%27s%20Responsibilities%20for%20the%20Audit%20of%20the%20Consolidated%20Financial%20Statements) Outlines the auditor's objectives and responsibilities in conducting the audit, including professional judgment and communication with the Audit Committee - 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 audit opinion[390](index=390&type=chunk)[391](index=391&type=chunk) - The auditor exercises professional judgment and maintains professional skepticism throughout the audit, identifying and assessing risks of material misstatement, understanding internal controls, and evaluating the appropriateness of accounting policies and estimates[393](index=393&type=chunk)[394](index=394&type=chunk)[395](index=395&type=chunk) - The auditor communicates with the Audit Committee regarding the planned scope, timing, and significant audit findings, including any significant deficiencies in internal control[400](index=400&type=chunk) - The auditor submits an independence declaration to the Audit Committee and communicates all relationships and other matters that may affect independence[401](index=401&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=64&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Presents the group's financial performance for the year, showing revenue, gross profit, and a significant increase in net loss Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Turnover | 481,484 | 586,710 | -105,226 | | Cost of sales | (260,316) | (327,389) | +67,073 | | Gross profit | 221,168 | 259,321 | -38,153 | | Other income and gains, net | 15,161 | 18,034 | -2,873 | | Selling and distribution costs | (206,319) | (214,516) | +8,197 | | Administrative expenses | (67,327) | (68,925) | +1,598 | | Net fair value change of investment properties | (40,918) | 5,324 | -46,242 | | Finance costs | (39,781) | (34,805) | -4,976 | | Loss before tax | (123,993) | (38,411) | -85,582 | | Income tax expense | (774) | (1,632) | +858 | | Loss for the year | (124,767) | (40,043) | -84,724 | | Property revaluation surplus (net of deferred tax) | 1,606 | 60,168 | -58,562 | | Exchange differences on translation of foreign operations | (963) | (4,579) | +3,616 | | Total comprehensive loss for the year | (124,124) | 15,546 | -139,670 | | Basic loss per share (HK cents) | (4.955) | (1.590) | -3.365 | [Consolidated Statement of Financial Position](index=65&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Provides a snapshot of the group's assets, liabilities, and equity as of March 31, 2025, indicating liquidity challenges Consolidated Statement of Financial Position Key Data | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Investment properties | 513,552 | 552,651 | -39,099 | | Property, plant and equipment | 16,002 | 18,517 | -2,515 | | Right-of-use assets | 89,929 | 127,848 | -37,919 | | Total non-current assets | 629,042 | 712,173 | -83,131 | | Inventories | 120,605 | 106,501 | +14,104 | | Trade receivables | 1,957 | 5,969 | -4,012 | | Cash and cash equivalents | 13,126 | 8,537 | +4,589 | | Total current assets | 182,911 | 155,427 | +27,484 | | Trade payables | 23,555 | 30,620 | -7,065 | | Interest-bearing bank borrowings | 178,095 | 390,454 | -212,359 | | Lease liabilities (current) | 64,544 | 78,103 | -13,559 | | Total current liabilities | 303,875 | 543,183 | -239,308 | | Net current liabilities | (120,964) | (387,756) | +266,792 | | Other borrowings (non-current) | 369,100 | 37,450 | +331,650 | | Lease liabilities (non-current) | 37,458 | 60,508 | -23,050 | | Total non-current liabilities | 428,801 | 121,096 | +307,705 | | Net assets | 79,277 | 203,321 | -124,044 | | Share capital | 25,180 | 25,180 | 0 | | Reserves | 54,097 | 178,141 | -124,044 | | Total equity | 79,277 | 203,321 | -124,044 | [Consolidated Statement of Changes in Equity](index=66&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) Shows the changes in the group's equity during the year, primarily driven by the net loss Consolidated Statement of Changes in Equity Key Data | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Share Capital | 25,180 | 25,180 | 0 | | Share Premium | 211,064 | 211,0

[Corporate Information](index=4&type=section&id=Corporate_Information) The report provides essential company registration details, headquarters address, board members, committee structures, and key auditors and banks - The report provides key information including the company's basic registration details, headquarters address, board members, committee composition, and primary auditors and banks[8](index=8&type=chunk)[9](index=9&type=chunk)[12](index=12&type=chunk) - The Board of Directors comprises executive and independent non-executive directors, with Mr. Ho Cheuk Fai serving as Chairman and Chief Executive Officer. Changes in board members and committees, including new appointments and resignations, occurred during and after the reporting period[8](index=8&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk) [Key Information for Shareholders](index=6&type=section&id=Key_Information_for_Shareholders) This section provides key financial calendar dates, market capitalization overview, and listing details for shareholders Key Dates for Fiscal Year 2025 | Event | Date | | :--- | :--- | | 2024/25 Annual Results Announcement | June 25, 2025 | | Annual General Meeting | September 5, 2025 | | Final Dividend Last Registration Date | September 10, 2025 | | Estimated Final Dividend Payment Date | September 30, 2025 | Market Capitalization Overview | Date | Closing Price (HKD) | Market Capitalization (HKD) | | :--- | :--- | :--- | | March 31, 2025 | 0.82 | 1,657,312,824 | | June 30, 2025 | 0.88 | 1,778,579,616 | - The company's shares are listed on the Main Board of The Stock Exchange of Hong Kong with stock code 1050, and each board lot consists of **2,000 shares**[21](index=21&type=chunk)[22](index=22&type=chunk) [Corporate Calendar](index=8&type=section&id=Corporate_Calendar) The company expanded its production capacity in Thailand, secured new orders, and received multiple awards, demonstrating comprehensive strengths - In January 2025, the Group announced an investment of approximately **HKD 115 million** to acquire about **70,000 square meters** of land in Amata Industrial Park, Chonburi, Thailand, planning to build a new production base to expand overseas server chassis and related product capacity[27](index=27&type=chunk) - The Group's Thailand plant successfully delivered data center-related orders to new clients and continued to achieve business growth during the reporting period. Concurrently, the Group leased additional production facilities in Thailand to support capacity expansion[24](index=24&type=chunk)[27](index=27&type=chunk) - The Group received multiple accolades during the reporting period, including the 'Excellence Award' from Dell, and several awards for corporate social responsibility, talent development, and environmental protection, highlighting its comprehensive capabilities[24](index=24&type=chunk)[26](index=26&type=chunk) [Financial Highlights](index=11&type=section&id=Financial_Highlights) The company achieved significant revenue and profit growth in FY2025, driven by metal and plastic business and North American sales Key Financial Data for FY2025 | Metric | 2025 (million HKD) | 2024 (million HKD) | Change Percentage | | :--- | :--- | :--- | :--- | | Revenue | 3,231 | 2,916 | 11% | | Gross Profit | 472 | 370 | 28% | | Operating Profit | 285 | 228 | 25% | | Profit for the Year | 204 | 170 | 20% | | Basic Earnings Per Share (HK cents) | 10.1 | 8.4 | 20% | | Total Cash Dividend Per Share (HK cents) | 5.5 | 5.5 | — | | Gross Profit Margin (%) | 14.6 | 12.7 | 15% | | Net Profit Margin (%) | 6.3 | 5.8 | 9% | | Net Gearing Ratio (%) | 43 | 39 | 10% | - By business segment, revenue from the Metal and Plastic business increased its contribution from **59% in FY2024 to 63% in FY2025**, while Electronic Manufacturing Services (EMS) decreased from **41% to 37%**[36](index=36&type=chunk)[37](index=37&type=chunk) - By geographical region, North America was the largest revenue source, accounting for **37% of total revenue**, followed by Hong Kong (**21%**) and Mainland China (**19%**)[39](index=39&type=chunk)[40](index=40&type=chunk) [Chairman's Statement](index=14&type=section&id=Chairman's_Statement) The Chairman's Statement reviews the company's strong financial performance, dividend policy, future outlook, and financial resources [Business Review and Results](index=14&type=section&id=Business_Review_and_Results) FY2025 saw the Group's revenue grow **11%** to **HKD 3.23 billion** and profit increase **21%** to **HKD 204.48 million**, driven by AI server demand and Thailand plant expansion Overall Performance for FY2025 | Metric | FY2025 (HKD) | FY2024 (HKD) | Year-on-Year Growth | | :--- | :--- | :--- | :--- | | Revenue | 3,231,329,000 | 2,915,981,000 | Approx. 11% | | Profit Attributable to Equity Holders | 204,481,000 | 169,659,000 | Approx. 21% | - Revenue from the Metal and Plastic (M&P) business increased by approximately **17%** to **HKD 2.03 billion**, primarily driven by increased demand for server chassis and mold orders, as well as large charging pile enclosure products[48](index=48&type=chunk) - Revenue from the Electronic Manufacturing Services (EMS) business saw a slight increase of approximately **1%** to **HKD 1.20 billion**, showing stable performance[48](index=48&type=chunk) - The Group's production facility in Thailand continued to expand and operate smoothly, with an investment of approximately **HKD 115 million** in January 2025 to acquire new land, planning to build a one-stop production base to optimize global capacity allocation[49](index=49&type=chunk)[50](index=50&type=chunk) [Dividend Policy](index=20&type=section&id=Dividend_Policy) The Board recommends a final dividend of **3.0 HK cents per share**, maintaining the full-year dividend at **5.5 HK cents per share** to uphold its consistent payment record FY2025 Dividend Details | Dividend Type | FY2025 (HK cents/share) | FY2024 (HK cents/share) | | :--- | :--- | :--- | | Interim Dividend | 2.5 | 1.5 | | Final Dividend (Proposed) | 3.0 | 4.0 | | **Total Full-Year Dividend** | **5.5** | **5.5** | - The company has maintained a record of continuous dividend payments for **29 consecutive years** since its listing in 1996, with a dividend policy target of distributing **30% or more** of profit attributable to shareholders[107](index=107&type=chunk) [Prospects](index=21&type=section&id=Prospects) The Group expects AI servers and charging pile products to drive future growth, focusing on Thailand plant completion to enhance global supply chain resilience and expand product lines - AI servers and charging pile-related products are expected to be the Group's primary drivers for future business growth[64](index=64&type=chunk)[66](index=66&type=chunk) - Completing the construction of the Thailand plant is a strategic focus for the Group's future development, aiming to strengthen global supply chain resilience and responsiveness through synergy between China and Thailand production lines[65](index=65&type=chunk)[66](index=66&type=chunk) - The Group has completed the preparation of new-generation AI server prototypes (including air-cooled and liquid-cooled configurations) and continues to invest in R&D to expand server peripheral product lines such as racks, brackets, rails, and liquid cooling systems[68](index=68&type=chunk) [Financial Resources](index=23&type=section&id=Financial_Resources) As of March 31, 2025, the Group's net interest-bearing borrowings were approximately **HKD 466 million**, with a **43%** net gearing ratio, supported by strong cash and unutilized banking facilities Financial Position Overview (As of March 31, 2025) | Metric | Amount (million HKD) | | :--- | :--- | | Net Interest-Bearing Borrowings | 466.3 | | Net Gearing Ratio | 43% | | Cash and Bank Balances | 191.2 | | Unutilized Banking Facilities | 853.7 | - The preliminary capital expenditure (CAPEX) budget for FY2025/26 is approximately **HKD 217 million**, primarily allocated for plant construction, machinery and equipment purchases, and computer systems[79](index=79&type=chunk)[83](index=83&type=chunk) [Corporate Governance Report](index=32&type=section&id=Corporate_Governance_Report) The Corporate Governance Report details the company's adherence to governance codes, board composition, committee functions, and risk management frameworks [Compliance and Deviations](index=32&type=section&id=Compliance_and_Deviations) The Group largely complied with the Corporate Governance Code, noting deviations regarding the Chairman's retirement by rotation and the combined Chairman/CEO roles, which the Board deems provides strong leadership - The Group deviated from Code Provision B.2.2, where the Chairman is not subject to retirement by rotation, but the Chairman will consider voluntary retirement at least once every three years to align with the code's spirit[119](index=119&type=chunk)[120](index=120&type=chunk)[122](index=122&type=chunk) - The Group deviated from Code Provision C.2.1, where the roles of Chairman and Chief Executive Officer are not separated, both held by founder Mr. Ho Cheuk Fai. The Board believes this provides strong and consistent leadership, and the Board's composition ensures a balance of power[124](index=124&type=chunk)[125](index=125&type=chunk)[128](index=128&type=chunk) [Board of Directors](index=33&type=section&id=Board_of_Directors) As of March 31, 2025, the Board comprises seven directors, including four executive and three independent non-executive directors, meeting listing rules and overseeing strategy, finance, and governance - The Board of Directors consists of **7 directors**, including **3 independent non-executive directors**, complying with listing rule requirements. The Board is responsible for leading and overseeing the Group's affairs[131](index=131&type=chunk)[168](index=168&type=chunk) - The company has adopted a Board Diversity Policy and believes the current Board composition is balanced in terms of skills, experience, and diverse perspectives. As of the reporting date, the Board includes at least one female director[141](index=141&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk) - All directors participated in continuous professional development activities and completed relevant training during the reporting year[160](index=160&type=chunk)[161](index=161&type=chunk) [Board Committees](index=45&type=section&id=Board_Committees) The Board's Remuneration, Audit, and Nomination Committees, all chaired by independent non-executive directors, oversee compensation, financial reporting, risk management, and board structure - The Remuneration Committee, chaired by Dr. Lau Kin Wah, is responsible for formulating remuneration policies and has reviewed the remuneration packages for directors and senior management for the current year[178](index=178&type=chunk)[179](index=179&type=chunk) - The Audit Committee, chaired by Mr. Fong Hoi Shing, comprises three independent non-executive directors and is responsible for reviewing financial reports, internal controls, and risk management systems[182](index=182&type=chunk)[183](index=183&type=chunk) - The Nomination Committee, chaired by Dr. Lau Kin Wah, is responsible for reviewing the Board's structure, size, and composition, and recommending director candidates to the Board based on the adopted nomination policy[188](index=188&type=chunk)[189](index=189&type=chunk) [Accountability and Audit](index=55&type=section&id=Accountability_and_Audit) The Board affirms its responsibility for preparing true and fair financial statements, maintaining effective risk management and internal control systems, and disclosing auditor remuneration - The Board is responsible for the Group's risk management and internal control systems and considers them effective and adequate during the reporting year[203](index=203&type=chunk)[204](index=204&type=chunk) - The Group's risk management framework categorizes risks into four main types: strategic, operational, compliance, and financial and reporting[215](index=215&type=chunk) Auditor's Remuneration | Service Type | Amount (HKD) | | :--- | :--- | | Audit Services | 3,417,000 | | Non-Audit Services (primarily tax) | 1,336,000 | [Senior Management Profile](index=69&type=section&id=Senior_Management_Profile) This section provides detailed profiles of the executive directors, independent non-executive directors, and key management personnel, outlining their backgrounds, experience, and responsibilities - This section details the backgrounds, experience, and responsibilities of executive directors, independent non-executive directors, and core management personnel. Founder Mr. Ho Cheuk Fai serves as Chairman and Chief Executive Officer, responsible for the Group's overall strategy. Other senior executives possess extensive experience in human resources, manufacturing, and marketing[254](index=254&type=chunk)[258](index=258&type=chunk)[264](index=264&type=chunk)[276](index=276&type=chunk) [Report of the Directors](index=76&type=section&id=Report_of_the_Directors) The Report of the Directors covers the company's principal activities, business analysis, share schemes, and disclosures regarding directors' and shareholders' interests [Principal Activities and Business Analysis](index=76&type=section&id=Principal_Activities_and_Business_Analysis) The Group operates in Metal and Plastic and EMS, facing risks like high customer concentration and supply volatility, mitigated by diversification and supply chain flexibility - The Group primarily engages in two main businesses: Metal and Plastic (M&P) and Electronic Manufacturing Services (EMS)[281](index=281&type=chunk)[285](index=285&type=chunk) - The Group faces key risks including high customer concentration, volatility in raw material supply, and uncertainties in the global macroeconomic environment[316](index=316&type=chunk)[319](index=319&type=chunk)[320](index=320&type=chunk) Key Customer and Supplier Concentration (FY2025) | Category | Percentage | | :--- | :--- | | **Sales** | | | Largest Customer | 37% | | Top Five Customers Combined | 90% | | **Procurement** | | | Largest Supplier | 49% | | Top Five Suppliers Combined | 63% | [Share Schemes](index=83&type=section&id=Share_Schemes) The company adopted new share option and share award schemes in August 2023, with **5.72 million** awarded shares and **1.15 million** outstanding options under the old scheme - The company adopted new share option and share award schemes on August 30, 2023, both with a **10-year validity period**[369](index=369&type=chunk)[378](index=378&type=chunk) - During the reporting year, **5,720,000** awarded shares were granted to directors and employees under the new share award scheme[378](index=378&type=chunk)[386](index=386&type=chunk)[387](index=387&type=chunk) - As of March 31, 2025, **1,150,000** share options remained unexercised under the old share option scheme, with a weighted average remaining contractual life of **1.57 years**[341](index=341&type=chunk)[940](index=940&type=chunk) [Directors and Shareholders' Interests](index=112&type=section&id=Directors_and_Shareholders%27_Interests) This section details directors', chief executives', and substantial shareholders' interests in company shares, with Chairman Mr. Ho Cheuk Fai and his family holding approximately **72.57%** - Chairman Mr. Ho Cheuk Fai and his family collectively hold approximately **72.57%** of the company's share interests[435](index=435&type=chunk) - Major shareholders include New Sense (**24.12%**), Castfast Properties (**16.33%**), and The Wedding City (**12.86%**), all related to Mr. Ho Cheuk Fai's family trust or his personal interests[447](index=447&type=chunk) [Independent Auditor's Report](index=123&type=section&id=Independent_Auditor%27s_Report) KPMG issued an unqualified opinion on the consolidated financial statements for the year ended March 31, 2025, highlighting key audit matters related to revenue recognition timing and inventory valuation - KPMG, the auditor, issued an unqualified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming that the statements present a true and fair view of the Group's financial position, performance, and cash flows[476](index=476&type=chunk) - The report identified two key audit matters: 1. **Timing of revenue recognition**: Due to diverse sales contract terms, there is an increased risk of errors in revenue recognition timing 2. **Inventory valuation**: Due to the Group holding significant inventory and the assessment of inventory provisions involving substantial management judgment[480](index=480&type=chunk)[483](index=483&type=chunk)[490](index=490&type=chunk) [Consolidated Financial Statements](index=132&type=section&id=Consolidated_Financial_Statements) This section presents the Group's consolidated financial statements, including the statement of financial position, profit or loss, and cash flows, providing a comprehensive overview of its financial health and performance [Consolidated Statement of Financial Position](index=132&type=section&id=Consolidated_Statement_of_Financial_Position) As of March 31, 2025, the Group's total assets increased **5%** to **HKD 2.53 billion**, total equity rose **9%** to **HKD 1.08 billion**, and the current ratio improved to **1.2** Consolidated Statement of Financial Position Summary (As of March 31) | Item (million HKD) | 2025 | 2024 | | :--- | :--- | :--- | | **Non-Current Assets** | 1,141.8 | 1,059.9 | | **Current Assets** | 1,390.9 | 1,342.8 | | **Total Assets** | **2,532.7** | **2,402.7** | | **Total Equity** | **1,078.8** | **993.0** | | **Current Liabilities** | 1,181.7 | 1,212.7 | | **Non-Current Liabilities** | 272.2 | 197.0 | | **Total Liabilities** | **1,453.9** | **1,409.7** | [Consolidated Statement of Profit or Loss](index=135&type=section&id=Consolidated_Statement_of_Profit_or_Loss) For FY2025, the Group's revenue grew **11%** to **HKD 3.23 billion**, gross profit surged **28%** to **HKD 472.1 million**, and net profit increased **20%** to **HKD 204.5 million** Consolidated Statement of Profit or Loss Summary (For the year ended March 31) | Item (million HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 3,231.3 | 2,916.0 | | Gross Profit | 472.1 | 370.1 | | Operating Profit | 285.0 | 228.4 | | Profit Before Tax | 247.6 | 187.0 | | **Profit for the Year** | **204.5** | **169.7** | [Consolidated Cash Flow Statement](index=139&type=section&id=Consolidated_Cash_Flow_Statement) In FY2025, net cash from operations was **HKD 261.8 million**, with net outflows from investing (**HKD 142.8 million**) and financing (**HKD 77.9 million**), increasing year-end cash to **HKD 191.2 million** Consolidated Cash Flow Statement Summary (For the year ended March 31) | Item (million HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 261.8 | 318.2 | | Net Cash Used in Investing Activities | (142.8) | (94.4) | | Net Cash Used in Financing Activities | (77.9) | (232.4) | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | **41.1** | **(8.7)** | | Cash and Cash Equivalents at Year-End | 191.2 | 149.4 | [Five-Year Financial Summary](index=289&type=section&id=Five-Year_Financial_Summary) This section provides a five-year summary of the Group's financial performance, assets, and liabilities, offering a historical perspective on its financial trends Five-Year Financial Performance Summary (Continuing Operations) | For the year ended March 31 (thousand HKD) | 2025 | 2024 | 2023 | 2022 (Restated) | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 3,231,329 | 2,915,981 | 3,081,697 | 3,075,013 | 3,472,798 | | Operating Profit | 285,026 | 228,372 | 210,785 | 303,296 | 743,992 | | Profit for the Year | 204,481 | 169,659 | 182,318 | 254,273 | 445,328 | Five-Year Assets and Liabilities Summary | As of March 31 (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 2,532,706 | 2,402,721 | 2,550,779 | 5,066,066 | 4,430,888 | | Total Equity | 1,078,784 | 993,004 | 936,762 | 1,696,552 | 1,696,706 | | Total Liabilities | 1,453,922 | 1,409,717 | 1,614,017 | 3,369,514 | 2,734,182 |

ALLIANCE INTERNATIONAL EDUCATION LEASING HOLDINGS LIMITED 友聯國際教育租賃控股有限公司 （於開曼群島註冊成立的有限公司） 股份代號：1563 2024/25年度報告 ANNUAL REPORT 2024/25 ALLIANCE INTERNATIONAL EDUCATION LEASING HOLDINGS LIMITED 友聯國際教育租賃控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock code : 1563 友聯國際教育租賃控股有限公司 ALLIANCE INTERNATIONAL EDUCATION LEASING HOLDINGS LIMITED 4/25 2 0 2 TR O P E R L AU N NA 告 報 度 年 目錄 02 公司資料 03 主席致辭 04 管理層討論及分析 19 董事履歷 25 企業管治報告 42 董事會報告 60 獨立核數師報告 65 綜合損益及其他全面收益表 66 綜合財務狀況表 67 綜合權益變動表 68 綜合現金 ...

香港太古城太古灣道12號 3樓301-3室 Suites 301-3, 3rd Floor 12 Taikoo Wan Road Taikoo Shing, Hong Kong 目 錄 | 2 | 主席報告 | | --- | --- | | 4 | 管理層討論及分析 | | 18 | 環境、社會及管治報告 | | 44 | 董事會報告 | | 52 | 企業管治報告 | | 61 | 公司資料 | | 63 | 董事會 | | 65 | 獨立核數師報告 | | 71 | 綜合損益及其他全面收益表 | | 72 | 綜合財務狀況表 | | 74 | 綜合權益變動表 | | 75 | 綜合現金流量表 | | 77 | 綜合財務報表之附註 | | 165 | 財務資料概要 | | 166 | 投資物業之詳情 | 主席 報告 致各股東： 本人謹代表董事會（「董事會」）提呈大凌集團有限公司（「本公司」，連同其附屬公司，統稱「本集團」） 截至二零二五年三月三十一日止財政年度（「二零二五年財政年度」）的業績年報。 鑑於地緣政治局勢緊張、利率調整及投資意願薄弱，二零二五年財政年度的整體經濟狀況乃充滿 挑戰及變數。香港消費意 ...