[Corporate Information](index=3&type=section&id=Corporate%20Information) This chapter provides essential corporate information for Biga Group Holdings Limited, including board composition, key committees, and contact details [Corporate Information](index=3&type=section&id=Corporate%20Information) This chapter provides essential corporate information for Biga Group Holdings Limited, including board composition, key committees, and contact details - The company's Board of Directors comprises several executive and independent non-executive directors, including the renowned filmmaker **Mr. Stephen Chow**[10](index=10&type=chunk) - The company has established Audit, Remuneration, and Nomination Committees, all chaired by independent non-executive directors, ensuring the independence of corporate governance[10](index=10&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk) [Directors' Business Review](index=6&type=section&id=Directors'%20Business%20Review) The Group's core businesses, including cinema, film entertainment, licensing, and new media, saw varied performance, with new media and strategic partnerships poised for future growth [Business Review](index=7&type=section&id=Business%20Review) The Group's core businesses, including cinema, film entertainment, licensing, and new media, saw varied performance, with new media and strategic partnerships poised for future growth Business Segment Performance FY2025 | Business Segment | FY2025 Performance | | :--- | :--- | | **Cinema Business** | Revenue approximately **HKD 2.7 million**, a year-on-year decrease, primarily due to the sluggish Chinese film market and 1.5-month closure of Hangzhou cinema for maintenance | | **Film Entertainment Business** | No revenue this year, but a strategic cooperation agreement with Beijing iQIYI has resulted in significant advance cash payments, expected to be a major revenue driver for the next five years | | **Licensing Business** | Authorized "King of Comedy" and "The New King of Comedy" IPs, launching "King of Comedy Stand-up Season 1," recognizing service fee revenue of approximately **HKD 6.2 million** | | **New Media Business (MCN)** | Established joint venture Xingfeng, engaged in talent incubation and new media promotion, generating revenue of approximately **HKD 0.93 million** | | **New Media Business (Marketing)** | Established joint venture Xingyu, engaged in internet information services and marketing planning, generating revenue of approximately **HKD 3.27 million** | - The Group entered into a strategic cooperation with Beijing iQIYI and Zhouling Culture Media, valid until July 2029, where Beijing iQIYI handles distribution and financing, while the company provides IP and engages Mr. Stephen Chow for creative input, having received an initial payment of **RMB 50 million (approximately HKD 54.2 million)**[27](index=27&type=chunk)[30](index=30&type=chunk)[49](index=49&type=chunk) [Financial Review](index=13&type=section&id=Financial%20Review) Total turnover increased by 55% to HKD 12.1 million, driven by new media, but administrative and share-based payment expenses led to a 92.6% increase in annual loss to HKD 23.3 million Financial Performance Summary | Financial Metric | FY2025 (HKD) | FY2024 (HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Turnover | Approx. **HKD 12.1 million** | Approx. **HKD 7.8 million** | +55.1% | | Annual Loss | Approx. **HKD 23.3 million** | Approx. **HKD 12.1 million** | +92.6% | | Administrative Expenses | Approx. **HKD 20.2 million** | Approx. **HKD 13.2 million** | +53.0% | | Share-based Payment Expenses | **HKD 4.6 million** | **HKD 0** | N/A | [Liquidity, Debt Ratio, Financial Resources and Capital Structure](index=13&type=section&id=Liquidity,%20Debt%20Ratio,%20Financial%20Resources%20and%20Capital%20Structure) Total assets increased to HKD 53.4 million and cash to HKD 40.2 million, with the Board confident in liquidity despite a 1.59 debt ratio, supported by HKD 54.2 million in advance production costs Financial Position Summary | Metric | March 31, 2025 (HKD) | March 31, 2024 (HKD) | | :--- | :--- | :--- | | Total Assets | Approx. **HKD 53.4 million** | Approx. **HKD 14.9 million** | | Cash and Cash Equivalents | Approx. **HKD 40.2 million** | Approx. **HKD 13.6 million** | | Debt Ratio | **1.59** | **1.93** | - The Board believes the Group has sufficient working capital, as approximately **HKD 54.2 million** in other payables represents initial production costs from the Beijing iQIYI collaboration, which will be recognized as revenue upon project completion[59](index=59&type=chunk)[63](index=63&type=chunk) [Employees](index=14&type=section&id=Employees) Employee headcount significantly increased from 28 to 102 to support new business, leading to a rise in total employee costs from HKD 6.4 million to HKD 10 million Employee Data | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Number of Employees | **102** | **28** | | Total Employee Costs | Approx. **HKD 10 million** | Approx. **HKD 6.4 million** | [Outlook](index=16&type=section&id=Outlook) The Group will cautiously manage cinema operations while prioritizing film entertainment, new media, and IP licensing, with strategic partnerships and new ventures expected to drive future growth - Film Entertainment, New Media Development, and Licensing Businesses: The collaboration with Beijing iQIYI is expected to be a primary driver of future growth, anticipating significant increases in FY2025/2026 and beyond[80](index=80&type=chunk)[82](index=82&type=chunk) - New Business Expansion: - **Film-themed Tourbillon Watches**: Joint venture BGM with Memorigin has generated approximately **HKD 2.34 million** in revenue[83](index=83&type=chunk)[84](index=84&type=chunk) - **Overall IP Licensing**: Plans to license IPs such as "The Mermaid" and "CJ7" to third parties or establish joint ventures for commercialization[90](index=90&type=chunk) - **AIGC Game Investment**: Invested in Hangzhou Jiyi, which owns the AIGC large model "Xingyi," holding a **12% equity stake** to explore potential in the gaming sector[99](index=99&type=chunk)[103](index=103&type=chunk) - **IP Consulting**: Renewed technical consulting agreement with New Fire Asset Management to provide IP project consulting for investment funds[105](index=105&type=chunk) - Cinema Business: Given the slower-than-expected economic growth in mainland China and changes in viewing patterns, the Group will adopt a more cautious approach and closely monitor this business segment[78](index=78&type=chunk)[81](index=81&type=chunk) [Directors and Senior Management](index=22&type=section&id=Directors%20and%20Senior%20Management) This chapter outlines the extensive experience and qualifications of the company's executive and independent non-executive directors across film production, finance, and marketing [Directors and Senior Management](index=22&type=section&id=Directors%20and%20Senior%20Management) This chapter outlines the extensive experience and qualifications of the company's executive and independent non-executive directors across film production, finance, and marketing - Key members of the executive director team include **Mr. Stephen Chow** and **Ms. Amy Chow Man Kei**, who possess over **30 years** and **20 years** of senior experience in the film industry, respectively[114](index=114&type=chunk)[115](index=115&type=chunk) - The independent non-executive director team, comprising **Ms. Choi Mei Ping**, **Mr. Tsui Wing Tak**, and **Ms. Chan Yat Ching**, brings professional backgrounds in marketing, corporate finance, and accounting, providing independent expert advice to the Board[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) [Corporate Governance Report](index=25&type=section&id=Corporate%20Governance%20Report) The company maintains high corporate governance standards, with the Board, comprising six executive and three independent non-executive directors, sharing Chairman and CEO responsibilities [Board Composition and Operation](index=26&type=section&id=Board%20Composition%20and%20Operation) The company maintains high corporate governance standards, with the Board, comprising six executive and three independent non-executive directors, sharing Chairman and CEO responsibilities - The company did not appoint a Chairman and Chief Executive Officer during this reporting year, with their responsibilities jointly shared by Board members, which deviates from the corporate governance code's recommendation on role separation[153](index=153&type=chunk)[154](index=154&type=chunk) - The Board consists of **nine directors**, including **six executive directors** and **three independent non-executive directors**, and the company believes all independent non-executive directors meet independence requirements[141](index=141&type=chunk)[144](index=144&type=chunk) [Committee Reports](index=34&type=section&id=Committee%20Reports) The company's Remuneration, Nomination, and Audit Committees, all chaired by independent non-executive directors, oversee compensation, board nominations, financial reporting, and internal controls - The chairpersons of the Remuneration, Nomination, and Audit Committees are all independent non-executive directors, and independent non-executive directors constitute a majority in each committee[185](index=185&type=chunk)[192](index=192&type=chunk)[204](index=204&type=chunk) - The Nomination Committee has adopted a Board diversity policy, considering various factors such as gender, age, cultural background, and professional experience when selecting candidates[199](index=199&type=chunk) [Risk Management and Internal Control](index=40&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board oversees risk management and internal control, with an independent consultant confirming the effectiveness and sufficiency of the COSO-based system, finding no significant issues - The company has engaged an independent professional consultant for its annual internal audit, and based on their review, the Board considers the Group's risk management and internal control systems to be effective and sufficient[222](index=222&type=chunk) - The company has established policies for handling and disseminating inside information to ensure compliance and prevent unfair trading[223](index=223&type=chunk) [Shareholder Rights and Communication](index=44&type=section&id=Shareholder%20Rights%20and%20Communication) The report details shareholder rights, including convening meetings and making inquiries, with the company maintaining communication through general meetings, its website, and official reports - Shareholders holding not less than **one-tenth** of the company's paid-up capital have the right to request the convening of an extraordinary general meeting[232](index=232&type=chunk) - Shareholders can submit inquiries to the Board via email or post, and also ask questions directly at general meetings[237](index=237&type=chunk)[239](index=239&type=chunk) [Directors' Report](index=46&type=section&id=Directors'%20Report) The company's principal activities include investment holding and various entertainment businesses, recording a loss for the period, with no final dividend recommended by the Board [Principal Activities and Financial Summary](index=47&type=section&id=Principal%20Activities%20and%20Financial%20Summary) The company's principal activities include investment holding and various entertainment businesses, recording a loss for the period, with no final dividend recommended by the Board - The company's principal business is investment holding, with its subsidiaries' main activities detailed in Note 35 to the financial statements[248](index=248&type=chunk) - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[249](index=249&type=chunk) [Major Customers and Suppliers](index=50&type=section&id=Major%20Customers%20and%20Suppliers) The Group experienced high customer and supplier concentration, with the top five customers accounting for 75.82% of sales and the top five suppliers for 76.31% of procurement Concentration Metrics | Concentration Metric | Percentage of Total | | :--- | :--- | | Sales to Top Five Customers | **75.82%** | | Sales to Largest Customer | **40.14%** | | Purchases from Top Five Suppliers | **76.31%** | | Purchases from Largest Supplier | **46.09%** | [Share Option Scheme](index=56&type=section&id=Share%20Option%20Scheme) A new share option scheme was adopted in February 2024, replacing the expired one, with 8,930,060 options granted this year, totaling 12,342,060 outstanding options as of March 31, 2025 - The company adopted a new share option scheme ("New Scheme") on February 8, 2024, to replace the expired old scheme[317](index=317&type=chunk) - As of March 31, 2025, the company had **12,342,060** outstanding share options, of which **8,930,060** were granted during the current year under the New Scheme[335](index=335&type=chunk)[337](index=337&type=chunk) [Connected Transactions](index=62&type=section&id=Connected%20Transactions) The Group engaged in two discloseable continuing connected transactions: an IP licensing agreement with Star Overseas Limited (HKD 1.3 million paid) and a promotion service framework agreement with Shenzhen Xinfeng Wenchuan Development Co., Ltd - An IP licensing agreement was signed with Star Overseas Limited (wholly owned by Executive Director Ms. Amy Chow Man Kei) for "The New King of Comedy" IP, with **HKD 1.3 million** in royalties paid this year[344](index=344&type=chunk)[354](index=354&type=chunk) - A promotion service framework agreement was signed with Shenzhen Xinfeng Wenchuan Development Co., Ltd., which holds a **49% equity stake** in Xingfeng, a non-wholly owned subsidiary of the Group, for a term of two years[355](index=355&type=chunk)[356](index=356&type=chunk) [Environmental, Social and Governance Report](index=66&type=section&id=Environmental,%20Social%20and%20Governance%20Report) The Board oversees ESG strategy and risk management, integrating key issues like data privacy, safety, and operational security into the enterprise risk management framework [ESG Governance and Risk Management](index=70&type=section&id=ESG%20Governance%20and%20Risk%20Management) The Board oversees ESG strategy and risk management, integrating key issues like data privacy, safety, and operational security into the enterprise risk management framework - The Board assumes ultimate responsibility for ESG and has integrated ESG risks into the overall risk management system[385](index=385&type=chunk)[388](index=388&type=chunk) - The four most material ESG issues identified this year are: personal data privacy protection, data security, occupational health and safety, and operational safety management[397](index=397&type=chunk)[400](index=400&type=chunk) [Environmental Aspects](index=76&type=section&id=Environmental%20Aspects) The Group's direct environmental impact is minimal, with reduced emissions and consumption due to cinema closures, while actively managing environmental risks and promoting green practices Environmental Performance Indicators | Environmental Performance Indicator | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Greenhouse Gas Emissions (Scope 2) | tonnes of CO2 equivalent | **154** | **305** | | Non-hazardous Waste Generated | kg | **6,754** | **23,234** | | Electricity Consumption | kWh | **258,501** | **393,823** | - The Group has identified and formulated measures to address both physical risks (e.g., typhoons, floods) and transition risks (e.g., stricter regulations) posed by climate change[433](index=433&type=chunk) [Social Aspects](index=82&type=section&id=Social%20Aspects) The Group prioritizes employee welfare, health, and safety, with increased headcount and reduced turnover, while upholding strict standards for data privacy, intellectual property, and anti-corruption Employee Data | Employee Data | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Employees | **102** | **28** | | Employee Turnover Rate | **6.86%** | **28.6%** | - The Group strictly adheres to regulations concerning advertising, marketing, and intellectual property, and signs confidentiality agreements with all contractors and business partners to prevent infringement[478](index=478&type=chunk)[486](index=486&type=chunk) - The Group has established an "Anti-Bribery/Anti-Corruption Policy" and maintains a zero-tolerance stance on unethical business practices such as corruption and bribery, with no corruption-related lawsuits found this year[494](index=494&type=chunk)[495](index=495&type=chunk) [Independent Auditor's Report](index=94&type=section&id=Independent%20Auditor's%20Report) The auditor issued an unmodified opinion on the financial statements but highlighted a material uncertainty regarding going concern due to multi-year losses and capital deficiency, with revenue recognition as a key audit matter [Independent Auditor's Report](index=94&type=section&id=Independent%20Auditor's%20Report) The auditor issued an unmodified opinion on the financial statements but highlighted a material uncertainty regarding going concern due to multi-year losses and capital deficiency, with revenue recognition as a key audit matter - The auditor's opinion is unmodified, stating that the financial statements present a true and fair view[501](index=501&type=chunk) - The report emphasizes a "material uncertainty related to going concern," noting that the Group's multi-year losses, a net loss of **HKD 23.262 million** for the current year, and a capital deficiency of **HKD 31.723 million** may cast significant doubt on its ability to continue as a going concern; this matter does not affect the auditor's opinion[505](index=505&type=chunk)[508](index=508&type=chunk) - A key audit matter is "Revenue from cinema investment and management business and film entertainment, new media development and licensing business," due to its material quantitative significance to the consolidated statement of profit or loss[511](index=511&type=chunk) [Audited Consolidated Financial Statements](index=101&type=section&id=Audited%20Consolidated%20Financial%20Statements) This section provides detailed explanations and supplementary information for the consolidated financial statements, covering accounting policies, segment information, and key financial details [Consolidated Statement of Profit or Loss](index=101&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) Revenue increased by 55% to HKD 12.114 million, but higher administrative and share-based payment costs led to an expanded annual loss of HKD 23.262 million Consolidated Statement of Profit or Loss Summary (HKD thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | **12,114** | **7,848** | | Gross Profit | **6,165** | **4,323** | | Administrative Expenses | **(20,244)** | **(13,241)** | | Share-based Payments | **(4,591)** | **–** | | **Loss for the Year** | **(23,262)** | **(12,073)** | | Loss Attributable to Owners of the Company | **(21,447)** | **(12,781)** | | Basic Loss Per Share (HK cents) | **(20.89)** | **(12.45)** | [Consolidated Statement of Financial Position](index=103&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Total assets increased to HKD 53.388 million, while total liabilities rose to HKD 85.111 million, resulting in an expanded capital deficiency of HKD 31.723 million Consolidated Statement of Financial Position Summary (HKD thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **53,388** | **14,883** | | Current Assets | **52,425** | **14,271** | | Non-current Assets | **963** | **612** | | **Total Liabilities** | **85,111** | **28,796** | | Current Liabilities | **84,569** | **12,771** | | Non-current Liabilities | **542** | **16,025** | | **Net Liabilities** | **(31,723)** | **(13,913)** | | **Total Capital Deficiency** | **(31,723)** | **(13,913)** | [Consolidated Statement of Cash Flows](index=106&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) Net cash inflow from operating activities significantly improved to HKD 27.72 million, driven by advance production costs, with period-end cash and cash equivalents rising to HKD 40.226 million Consolidated Statement of Cash Flows Summary (HKD thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | **27,720** | **(8,202)** | | Net Cash from Investing Activities | **1** | **213** | | Net Cash Used in Financing Activities | **(952)** | **(1,341)** | | Increase/(Decrease) in Cash and Cash Equivalents | **26,769** | **(9,330)** | | **Cash and Cash Equivalents at End of Period** | **40,226** | **13,593** | [Notes to the Consolidated Financial Statements](index=109&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and supplementary information for the consolidated financial statements, covering accounting policies, segment information, and key financial details - Note 2 explicitly states that, given the Group's multi-year losses and capital deficiency, there is a material uncertainty that may cast significant doubt on its ability to continue as a going concern[548](index=548&type=chunk)[550](index=550&type=chunk) - Note 7 discloses segment information, indicating that revenue from film entertainment, new media development, and licensing businesses has surpassed that of traditional cinema investment and management businesses[825](index=825&type=chunk) - Note 26 explains the significant increase in "Other payables and accrued charges," primarily due to the inclusion of **HKD 54.18 million** in initial production costs received in advance from customers[952](index=952&type=chunk) [Five-Year Financial Summary](index=216&type=section&id=Five-Year%20Financial%20Summary) This chapter summarizes the Group's five-year financial performance (2021-2025), showing consistent losses and a net liability position since FY2023 [Five-Year Financial Summary](index=216&type=section&id=Five-Year%20Financial%20Summary) This chapter summarizes the Group's five-year financial performance (2021-2025), showing consistent losses and a net liability position since FY2023 Five-Year Financial Data Summary (HKD thousand) | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **12,114** | **7,848** | **5,522** | **8,494** | **6,860** | | **Loss Attributable to Owners of the Company** | **(21,447)** | **(12,781)** | **(9,030)** | **(13,779)** | **(21,488)** | | **Total Assets** | **53,388** | **14,883** | **24,160** | **35,407** | **43,948** | | **Total Liabilities** | **85,111** | **(28,796)** | **(26,280)** | **(30,760)** | **(35,127)** |

Financial Performance - For the year ended March 31, 2025, the Group recorded gross proceeds from the disposal of listed equity securities of approximately HK$16.4 million, a decrease of approximately 44.9% compared to HK$29.8 million in the previous year[11]. - The Group's revenue increased to approximately HK$6.5 million, representing a growth of approximately 22.9% from HK$5.3 million in the prior year[11]. - The loss attributable to the owners of the Company decreased significantly to approximately HK$5.5 million from approximately HK$37.8 million in 2024[11]. - The audited consolidated net assets of the Group as of March 31, 2025, amounted to approximately HK$153.4 million, down from approximately HK$158.9 million in 2024[11]. - The net asset per share decreased to approximately HK$0.37 from approximately HK$0.39 in the previous year[11]. - The overall loss from trading stocks decreased from approximately HK$32.5 million to approximately HK$6.6 million[12]. - The Group's receivables and unlisted debt investments saw a reversal of impairment losses of approximately HK$0.4 million, compared to impairment losses of approximately HK$2.7 million in the previous year[12]. - WLS Holdings Limited reported an audited consolidated loss attributable to shareholders of approximately HK$11.1 million for the year ended 30 April 2024[25]. - Minerva Group Holding Limited reported an audited consolidated loss attributable to shareholders of approximately HK$143.9 million for the financial year ended 31 December 2024[37]. - Minerva reported a significant net loss of approximately HK$143.9 million for the fiscal year ending December 31, 2024, primarily due to a 20.1% decline in the Hang Seng Composite Industry Index - Healthcare and extensive impairment of its loan portfolio[40][42]. Investment Portfolio - As of March 31, 2025, the Group's investment portfolio was valued at approximately HK$148.3 million, comprising listed equities, unlisted equities, and debt investments[19]. - The Group held HK$99.6 million in a portfolio of listed shares across 49 companies, HK$6.8 million in direct investments in unlisted equities, and HK$41.9 million in bonds issued by two listed companies and one unlisted company[19]. - The investment portfolio is carefully managed and diversified to minimize commercial risk from over-concentration in any single industry[20]. - The Group's principal activity is investment holding, with subsidiaries engaged in securities trading and investment holding[122]. - For the year ended March 31, 2025, the Group's turnover and results were primarily derived from interest income and dividend income from investment holding[123]. Business Strategy and Operations - The company is focusing on scaffolding, fitting out, and auxiliary services, as well as money lending and securities investment, amidst a complicated external environment due to geopolitical tensions and monetary tightening[26]. - WLS is reviewing its existing asset structure and business strategies to consolidate resources and prepare for future uncertainties[32]. - The company plans to enhance competitiveness by revitalizing the scaffolding business and focusing on higher profit margin segments like money lending operations[32]. - WLS's money lending business has generated stable income despite repayment difficulties, and the company is committed to improving collection procedures[30]. - The management believes that the construction and infrastructure sectors align with the Hong Kong Government's development plans, which may yield positive long-term returns[34]. - The corporate default rate globally increased to 1.91%, highlighting the impact of high interest rates and liquidity constraints[42][45]. - Loan defaults for government-backed loans to small and mid-sized enterprises in Hong Kong surged to HK$14.7 billion, while credit-impaired loans at Hang Seng Bank rose to HK$19.8 billion from HK$1.08 billion in 2023[38][40]. Risk Management and Financial Strategies - Minerva's financial strategies have been realigned to mitigate escalating credit risks and interest rate pressures, adopting a more prudent approach to recognize additional impairments[39][41]. - Despite challenges, Minerva's money lending and financial services operations provided consistent returns and modest growth, with a successful Nasdaq listing of a private equity investment via a de-SPAC transaction[42][45]. - Looking ahead to 2025, Minerva maintains cautious optimism for gradual stabilization in the Hong Kong and global economy, while remaining vigilant to potential credit default risks[43][45]. - The company aims to preserve shareholder value through rigorous risk management while seeking opportunities to diversify revenue and enhance returns[43][45]. Corporate Governance - The Company complied with the Corporate Governance Code throughout the year, with ongoing efforts to separate the roles of Chairman and CEO[100][101]. - The audit committee reviewed the consolidated results for the year, including accounting principles and practices adopted by the Company[102][104]. - The directors' emoluments are reviewed and recommended by the Remuneration Committee and fixed by the Board with shareholder authorization[179]. - The company has arranged appropriate insurance cover for directors' and officers' liabilities[165]. - The company has complied with the public float requirement of the Listing Rules for the year ended March 31, 2025[181]. Dividend Policy - The Directors do not recommend the payment of a dividend for the year ended March 31, 2025, consistent with the previous year where no dividend was paid[125]. - The board will consider various factors, including financial performance and capital requirements, when deciding on dividend payments[151]. - The company established a dividend policy in January 2019 to provide stable and sustainable returns to shareholders[150]. - The board retains the right to update or amend the dividend policy at any time[153]. Environmental and Social Responsibility - The Group has initiated paper recycling in offices to promote environmental protection and efficient resource utilization[192]. - The company emphasizes adherence to anti-corruption practices and core values of honesty, integrity, and fair play among employees[193]. - The company supports long-term community investment and encourages employee participation in volunteer work[196].

China New Holdings Limited 中 新 控 股 有 限 公 司 (Incorporated in Hong Kong with limited liability) (於香港註冊成立之有限公司） (formerly known as Royal Century Resources Holdings Limited) (前稱仁德資源控股有限公司） Stock code 股份代號：8125 年報 Annual Report 2024/2025 China New Holdings Limited 中 新 控 股 有 限 公 司 China New Holdings Limited Annual R e p ort 年報 2 0 2 4/2 5 中 新 控 股 有 限 公 司 Annual Report 2024/2025 1 二零二四年╱二零二五年度報告 CHARACTERISTICS OF GEM ("GEM") OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned ...

公司資料 執行董事 獨立非執行董事 財務總裁 ■ 王錫基先生 公司秘書 主要往來銀行 核數師 主要法律顧問 ■ 禮德律師事務所 主要股份過戶登記處 Conyers Corporate Services (Bermuda) Limited Clarendon House, 2 Church Street Hamilton HM 11 Bermuda 香港股份過戶登記分處 卓佳秘書商務有限公司 香港夏愨道16號 遠東金融中心17樓 註冊辦事處 Clarendon House 2 Church Street Hamilton HM 11 Bermuda 國際總部 香港北角馬寶道28號 華匯中心27樓 電話：+ 852 3198 0330 傳真：+ 852 2362 5576 投資者及股票分析員如有查詢，請 聯絡： 投資者關係部 香港北角馬寶道28號 華匯中心13樓 呂佩怡女士 ■ 花旗銀行 ■ 德意志銀行 ■ 恒生銀行有限公司 ■ 渣打銀行（香港）有限公司 ■ 國富浩華（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 （委任由二零二五年三月六日起 生效） ■ 羅兵咸永道會計師事務所 執業會計師 註 ...

目 錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 3 | | 董事及高級管理層 | 5 | | 管理層討論及分析 | 9 | | 董事會報告 | 18 | | 企業管治報告 | 26 | | 獨立核數師報告 | 42 | | 綜合損益及其他全面收益表 | 47 | | 綜合財務狀況表 | 49 | | 綜合權益變動表 | 51 | | 綜合現金流量表 | 52 | | 財務報表附註 | 53 | | 五年財務概要 | 116 | 公司資料 董事 執行董事 林景生先生 （行政總裁） 譚瑞堅先生 非執行董事 鄭志明先生 （主席） 李志軒先生 呂施施女士 獨立非執行董事 周紹榮先生 黄文宗先生 陳定邦先生 董事會委員會 執行委員會 林景生先生 （主席） 譚瑞堅先生 審核委員會 黄文宗先生 （主席） 鄭志明先生 周紹榮先生 陳定邦先生 李志軒先生 薪酬委員會 陳定邦先生 （主席） 周紹榮先生 黄文宗先生 李志軒先生 提名委員會 周紹榮先生 （主席） 黄文宗先生 陳定邦先生 李志軒先生 呂施施女士 公司秘書 核數師 畢馬威會計師事務所 執業會計師 根據會計及財務匯報局條例註冊的公眾利益實體 ...

年度報告 2024/2025 ANNUAL REPORT 2024/2025 XINHUA NEWS MEDIA HOLDINGS LIMITED 新華通訊頻媒控股有限公司 ANNUAL REPORT 2024/25 年度報告 目錄 經審核財務報表 公司資料 2 主席報告 4 管理層討論及分析 5 董事及高級管理層簡歷 10 環境、社會及管治報告 13 企業管治報告 30 董事會報告 49 獨立核數師報告 60 綜合損益及其他全面收益表 62 綜合財務狀況表 63 綜合權益變動報表 65 綜合現金流量表 66 綜合財務報表附註 68 五年財務摘要 134 公司資料 董事會 執行董事 勞國康 （主席） 徐國興 （聯席主席） 梁章衡（於二零二四年九月二日辭任） 翁霆耀（於二零二四年十二月二十日獲委任） 陳偉強（於二零二五年二月十八日獲委任及 於二零二五年四月八日辭任） 非執行董事 王冠 陳雲（於二零二四年十二月二十日獲委任） 王春平（於二零二四年九月二十五日退任） 獨立非執行董事 王琪 邱伯瑜 梁雅達 審核委員會 邱伯瑜 （主席） 王琪 梁雅達 薪酬委員會 邱伯瑜 （主席） 徐國興 王琪 梁雅達 提名委員會 徐國 ...

股份代號：384 中國燃氣控股有限公司* CHINA GAS HOLDINGS LIMITED 創新驅動未來 惠澤千家萬戶 * 僅供識別 年報 2024/25 中國燃氣 關於 中國燃氣控股有限公司（「本公司」）及其附屬公司（統稱「本集團」、「中國燃氣」或「中燃」） 是中國最大的跨區域綜合能源供應及服務企業之一，主要於中國從事投資、建設、經營城鎮燃氣管道 基礎設施、燃氣碼頭、儲運設施和燃氣物流系統，向居民和工商業用戶輸送天然氣和液化石油氣，建 設和經營壓縮天然氣╱液化天然氣加氣站，開發與應用天然氣、液化石油氣相關技術。通過多年的發 展，中國燃氣成功構建了以管道天然氣業務為主導，液化石油氣、液化天然氣、智慧能源服務、燃氣 設備及廚房用具、網格私域「店」商新零售並舉的全業態發展結構。 目 錄 | 02 | 里程碑 | | --- | --- | | 04 | 財務概要 | | 05 | 營運概要 | | 06 | 天然氣 | | 10 | 天然氣營運位置 | | 12 | 液化石油氣 | | 16 | 液化石油氣營運位置 | | 18 | 增值服務 | | 20 | 綜合能源 | | 22 | 主席報告書 | | ...

波司登國際控股有限公司 於開曼群島註冊成立之有限責任公司 股份代號 ：3998 2024/25 年度報告 2025 年珠峰攀登窗口期，專業登山 運 動 員 李 生 濤（木 子）身 著 波 司 登 羽 絨服，成功完成珠穆朗瑪峰登頂的挑 戰。波司登以 49年的專業經驗和勇 攀高峰的精神，將守護融入每一個細 節，成為攀登者前行的底氣。以溫暖 點亮極寒之境，以無畏鑄就不朽傳 奇，在海拔 8,848 米的巔峰之上，波 司登與攀登者一同書寫中國登峰的輝 煌篇章。 波司登國際控股有限公司 | 年度報告 2024/25 公司簡介 波司登國際控股有限公司（「本公司」，連同其附屬公司統稱「本集 團」）是中華人民共和國（「中國」）知名的羽絨服裝品牌運營商。本 集團創始於1976年，在創始人高德康先生的引領下開啓艱苦卓 絕的創業歷程。2007年10月11日，本公司於聯交所主板上市， 股份代號3998。 本集團專心專注羽絨服領域，成為消費者公認的羽絨服專家，引 領行業發展。目前，本集團旗下羽絨服品牌包括波司登、雪中 飛、冰潔等，通過這些品牌，本集團得以滿足不同客戶群體的需 求及鞏固其在中國市場的領導地位。其中，波司登品牌羽絨服連 續3 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公佈全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 QPL INTERNATIONAL HOLDINGS LIMITED | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | 附註 | 千港元 | 千港元 | | 收益 | 3 | 301,451 | 262,699 | | 使用原材料及消耗品 | | (120,729) | (107,683) | | 製成品及半製成品之存貨變動 | | (1,253) | 1,751 | | 其他收入 | 4 | 17,423 | 21,879 | | 匯兌虧損淨額 | | (554) | (442) | | 按公允值計入損益（「按公允值計入損益」） | | | | | 之金融資產公允值虧損淨額 | | (4,165) | (21,997) | | 出售按公允值計入損益之金融資產之 | | | | | 已變現收益╱（虧損）淨額 | | 814 | (264) | | 應收 ...

[Global Distribution Network](index=1&type=section&id=Global%20Distribution%20Network) [Worldwide Distribution](index=1&type=section&id=Worldwide%20Distribution) As of March 31, 2025, the group's global store count decreased by 296 to 3,287, with self-operated stores increasing by 53 and franchised stores decreasing by 348 Global Store Count Changes (As of March 31) | Store Type | Region | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | :--- | | **Self-operated Stores** | **Total** | **287** | **234** | **+53** | | | Mainland China | 193 | 150 | +43 | | | Hong Kong, Macau & Overseas | 94 | 84 | +10 | | **Franchised Stores** | **Total** | **2,983** | **3,331** | **-348** | | | Mainland China | 2,969 | 3,322 | -353 | | | Hong Kong, Macau & Overseas | 14 | 9 | +5 | | **Specialty Stores** | **Total** | **17** | **18** | **-1** | | | Mainland China | 17 | 18 | -1 | | **Global Total** | | **3,287** | **3,583** | **-296** | - By brand, the core 'Lukfook' brand saw a net decrease of **312 stores**, while the '3DG Jewellery' brand had a net increase of **21 stores**, reflecting the group's multi-brand strategy adjustments[6](index=6&type=chunk) [Mainland China Distribution](index=3&type=section&id=Mainland%20China%20Distribution) As of March 31, 2025, the group's total store count in Mainland China decreased by 311 to 3,179, with self-operated stores increasing by 43 but franchised and specialty stores decreasing by 354, primarily in Tier 4 and below cities Mainland China Store Distribution Changes by City Tier | City Tier | Self-operated Store Change | Franchised/Specialty Store Change | Total Change | | :--- | :--- | :--- | :--- | | Tier 1 | +16 | -71 | -55 | | Tier 2 | +15 | -42 | -27 | | Tier 3 | -2 | -62 | -64 | | Tier 4 & Below | +14 | -179 | -165 | | **Total** | **+43** | **-354** | **-311** | Mainland China Store Distribution Changes by Region | Region | Self-operated Store Change | Franchised/Specialty Store Change | Total Change | | :--- | :--- | :--- | :--- | | North China | +23 | -73 | -50 | | East China | +9 | -53 | -44 | | South China | +3 | -86 | -83 | | Central China | +8 | -128 | -120 | | West China | 0 | -14 | -14 | | **Total** | **+43** | **-354** | **-311** | [Operational Highlights](index=4&type=section&id=Operational%20Highlights) [Revenue and Profit Analysis](index=4&type=section&id=Revenue%20and%20Profit%20Analysis) For FY2025, the group's overall revenue decreased by 12.9% and segment profit by 22.6%, with Hong Kong, Macau & Overseas markets contributing the most revenue but experiencing a 19.6% decline, while retail business remained the primary revenue source despite a decline in both revenue and profit [By Market](index=4&type=section&id=By%20Market) Hong Kong, Macau & Overseas market revenue decreased by 19.6% to HKD 8.068 billion, but adjusted segment profit increased by 7.8%, while Mainland China market revenue remained stable with a slight 0.2% decrease to HKD 5.273 billion, but segment profit and adjusted segment profit both significantly declined Revenue and Segment Profit by Market (Million HKD) | Market | Revenue | Revenue YoY | Segment Profit | Segment Profit YoY | Adjusted Segment Profit¹ | Adjusted Segment Profit YoY | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Hong Kong, Macau & Overseas | 8,068 | -19.6% | 1,089 | -7.7% | 1,330 | +7.8% | | Mainland China | 5,273 | -0.2% | 577 | -40.7% | 829 | -17.6% | | **Overall** | **13,341** | **-12.9%** | **1,666** | **-22.6%** | **2,159** | **-3.6%** | [By Business](index=4&type=section&id=By%20Business) Retail business revenue decreased by 13.5% to HKD 11.031 billion, accounting for 82.7% of total revenue, while wholesale business revenue decreased by 8.8% with a sharp 92.4% drop in segment profit, and brand licensing business revenue also declined by 12.6% Revenue and Segment Profit by Business (Million HKD) | Business | Revenue | Revenue YoY | Segment Profit | Segment Profit YoY | Adjusted Segment Profit¹ | Adjusted Segment Profit YoY | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Retail | 11,031 | -13.5% | 1,026 | -17.7% | 1,418 | +8.4% | | Wholesale | 1,406 | -8.8% | 14 | -92.4% | 115 | -45.7% | | Brand Business | 904 | -12.6% | 626 | -13.1% | 626 | -13.1% | [By Product](index=5&type=section&id=By%20Product) Despite a 15.0% decrease in sales of gold and platinum products to HKD 8.822 billion due to high gold prices, their gross profit increased by 16.2% due to a 7.1 percentage point rise in gross margin, while fixed-price jewellery sales decreased by 7.6% with stable gross profit Sales and Gross Profit by Product (Million HKD) | Product Category | Sales | Sales YoY | Gross Profit | Gross Profit YoY | Gross Margin | Gross Margin Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Gold & Platinum | 8,822 | -15.0% | 2,325 | +16.2% | 26.4% | +7.1 p.p. | | Fixed-Price Jewellery | 3,615 | -7.6% | 1,424 | +0.1% | 39.4% | +3.0 p.p. | | **Overall** | **12,437** | **-13.0%** | **3,749** | **+9.5%** | **30.1%** | **+6.2 p.p.** | [Retail Sales Performance](index=5&type=section&id=Retail%20Sales%20Performance) For FY2025, overall same store sales (SSS) decreased by 25%, a sharp contrast to the 32% growth in FY2024, with Hong Kong and Macau markets seeing a 28% decline and Mainland China a 12% decline, and gold and platinum products experiencing larger SSS drops than fixed-price jewellery in both markets Same Store Sales Growth Rate (SSS) | Market/Product | FY2025 | FY2024 | | :--- | :--- | :--- | | **Overall** | **-25%** | **+32%** | | Gold & Platinum | -28% | +38% | | Fixed-Price Jewellery | -14% | +16% | | **Hong Kong & Macau** | **-28%** | **+40%** | | Gold & Platinum | -32% | +46% | | Fixed-Price Jewellery | -15% | +22% | | **Mainland China** | **-12%** | **-2%** | | Gold & Platinum | -12% | +2% | | Fixed-Price Jewellery | -14% | -21% | [Financial Highlights](index=6&type=section&id=Financial%20Highlights) [Financial Performance](index=6&type=section&id=Financial%20Performance) For FY2025, the group's revenue decreased by 12.9% to HKD 13.341 billion, but gross profit increased by 5.8% due to rising gold prices, while operating profit and profit for the year significantly declined by 33.3% and 39.3% respectively, and basic earnings per share decreased by 37.9% despite an increased payout ratio FY2025 Financial Performance Summary (Million HKD) | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 13,341 | 15,326 | -12.9% | | Gross Profit | 4,417 | 4,174 | +5.8% | | Operating Profit | 1,412 | 2,116 | -33.3% | | Profit for the Year | 1,068 | 1,758 | -39.3% | | Profit Attributable to Equity Holders | 1,100 | 1,767 | -37.8% | | Basic Earnings Per Share (HKD) | 1.87 | 3.01 | -37.9% | | Full-Year Dividend Per Share (HKD) | 1.10 | 1.41 | -22.0% | | Payout Ratio | 59% | 47% | +12 p.p. | | Gross Margin | 33.1% | 27.2% | +5.9 p.p. | | Net Margin | 8.0% | 11.5% | -3.5 p.p. | [Key Financial Indicators](index=6&type=section&id=Key%20Financial%20Indicators) For FY2025, the group's inventory increased by 12.2% year-on-year, leading to a significant increase in average inventory turnover days from 310 to 427 days, and the company shifted from a net cash position of HKD 570 million to net borrowings of HKD 205 million due to a 53.8% increase in bank and gold borrowings, while Return on Equity (ROE) decreased from 13.7% to 8.3% FY2025 Key Financial Indicators | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Inventory (Million HKD) | 10,739 | 9,567 | +12.2% | | Average Inventory Turnover Days | 427 | 310 | +117 days | | Net (Borrowings)/Cash (Million HKD) | (205) | 570 | -135.9% | | Debt-to-Equity Ratio | 36.0% | 31.0% | +5.0 p.p. | | Return on Equity (ROE) | 8.3% | 13.7% | -5.4 p.p. | [Corporate Profile](index=8&type=section&id=Corporate%20Profile) Luk Fook Group, established in 1991 and listed on the Hong Kong Stock Exchange in 1997, is a leading jewellery retailer in Hong Kong and Mainland China, primarily engaged in the procurement, design, wholesale, licensing, and retail of gold, platinum, and jewellery products, continuously expanding its market share and competitiveness through a multi-brand strategy, including the acquisition of 3DG Jewellery International's controlling stake in 2024 - The group primarily engages in the procurement, design, wholesale, trademark licensing, and retail of various gold, platinum, and jewellery products[34](index=34&type=chunk) - Currently, the group operates over **3,100 retail points** across **11 countries and regions** globally, continuously seeking new international market opportunities[34](index=34&type=chunk) - In January 2024, the group successfully acquired a controlling stake in 3DG Jewellery International to advance its multi-brand strategy and enhance market share and competitiveness[35](index=35&type=chunk) [Chairman's Statement](index=9&type=section&id=Chairman%27s%20Statement) [Performance Review](index=10&type=section&id=Performance%20Review) The Chairman noted that the group's business faced challenges in FY2025 due to macroeconomic uncertainties, rising gold prices, and inflationary pressures, resulting in a 12.9% decrease in total revenue and a 37.8% decline in profit attributable to equity holders, despite which the group responded by optimizing business models and improving efficiency, with a net reduction of 296 global stores FY2025 Performance Summary | Metric | Amount (HKD) | YoY Change | | :--- | :--- | :--- | | Total Revenue | 13.341 billion | -12.9% | | Profit Attributable to Equity Holders | 1.100 billion | -37.8% | | Basic Earnings Per Share | 1.87 | -37.9% | | Full-Year Dividend Per Share | 1.10 | -22.0% | | Full-Year Payout Ratio | 59% | +12 p.p. | - The total number of global stores decreased by **296** from 3,583 to **3,287**, with the 'Lukfook' brand seeing a net decrease of **312 stores** and the '3DG Jewellery' brand a net increase of **21 stores**[43](index=43&type=chunk) [Outlook](index=11&type=section&id=Outlook) The group maintains a cautiously optimistic outlook for its medium-to-long-term business in Mainland China and sees strong growth potential in overseas markets, planning to open a net of 50 new stores in Mainland China, 20 overseas, and 2 in Macau for FY2025/26, while implementing a new three-year corporate strategy focused on overseas market expansion, market-oriented products, and operational efficiency optimization - The group maintains a cautiously optimistic outlook for its medium-to-long-term business in Mainland China and plans to open a net of **50 new stores** in Mainland China, approximately **20** in overseas markets, and **2** in Macau for FY2025/26[49](index=49&type=chunk) - The three key pillars of the new three-year corporate strategy are: overseas market expansion, market-oriented products, and operational efficiency optimization[50](index=50&type=chunk) - 3DG Jewellery Group's performance has been strong post-merger, with revenue reaching **HKD 712 million** for the nine months ended March 31, 2025, a nearly **20% year-on-year increase**, and gross margin improving by **7 percentage points** to **35%**, positioning it as a significant growth driver for the group[48](index=48&type=chunk) [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Performance Review](index=14&type=section&id=Financial%20Performance%20Review) For FY2025, total revenue decreased by 12.9% to HKD 13.341 billion, but gross profit increased by 5.8% due to rising gold prices, despite which operating profit and profit for the year significantly declined by 33.3% and 39.3% respectively, primarily due to expanded gold hedging losses and a high base effect from a one-off acquisition gain in the prior year - Total revenue decreased by **12.9%** to **HKD 13.341 billion**, but gross profit increased by **5.8%** to **HKD 4.417 billion**, primarily due to an increase in gross margin from **27.2%** to **33.1%**[63](index=63&type=chunk) - Profit for the year decreased by **39.3%** to **HKD 1.068 billion**, mainly impacted by two factors: 1) gold hedging losses expanding from **HKD 121 million** to **HKD 493 million**; and 2) a one-off acquisition gain of **HKD 213 million** in the prior year[64](index=64&type=chunk) [Business Overview](index=15&type=section&id=Business%20Overview) Under its multi-brand strategy, the group operates 2 main brands and 4 sub-brands/product lines, with a global store count of 3,287 as of March 31, 2025, representing a net decrease of 296 stores year-on-year, specifically a net decrease of 312 'Lukfook' brand stores and a net increase of 21 '3DG Jewellery' brand stores Store Count by Brand (As of March 31) | Brand/Product Line | 2025 | 2024 | | :--- | :--- | :--- | | Lukfook Jewellery | 2,805 | 3,117 | | 3DG Jewellery | 239 | 218 | | Lukfook Joaillerie | 39 | 28 | | Goldstyle | 27 | 56 | | Heirloom Fortune | 160 | 146 | | Love LUKFOOK JEWELLERY | 17 | 18 | | **Total** | **3,287** | **3,583** | [Analysis by Business Segment](index=16&type=section&id=Analysis%20by%20Business%20Segment) Retail business remains the primary revenue source, accounting for 82.7% of total revenue, but its revenue decreased by 13.5% year-on-year, while wholesale business revenue declined by 8.8% and segment profit sharply dropped by 92.4% due to weak demand for diamond products in Mainland China and fewer franchised stores, and brand business revenue also decreased by 12.6% - Retail business revenue was **HKD 11.031 billion**, a **13.5% year-on-year decrease**; segment profit was **HKD 1.026 billion**, a **17.7% year-on-year decrease**[72](index=72&type=chunk) - Wholesale business revenue was **HKD 1.406 billion**, an **8.8% year-on-year decrease**; segment profit sharply declined by **92.4%** from **HKD 186 million** to **HKD 14.05 million**[73](index=73&type=chunk) - Brand business revenue was **HKD 904 million**, a **12.6% year-on-year decrease**; segment profit was **HKD 626 million**, a **13.1% year-on-year decrease**[74](index=74&type=chunk) [Analysis by Product Category](index=18&type=section&id=Analysis%20by%20Product%20Category) International gold prices increased by nearly 30% year-on-year, impacting consumer sentiment and leading to a 15.0% decrease in sales of gold and platinum products by weight, yet the rising gold prices also boosted their gross margin by 7.1 percentage points, resulting in a 16.2% increase in gross profit, while fixed-price jewellery sales decreased by 7.6% with stable gross profit, and overall same store sales declined by 25.1% - Gold and platinum product sales were **HKD 8.823 billion**, a **15.0% year-on-year decrease**, accounting for **70.9%** of total sales[82](index=82&type=chunk) - Fixed-price jewellery product sales were **HKD 3.615 billion**, a **7.6% year-on-year decrease**, accounting for **29.1%** of total sales[83](index=83&type=chunk) - The group's overall same store sales were **-25.1%**, with gold and platinum products at **-28.5%** and fixed-price jewellery products at **-14.1%**[84](index=84&type=chunk) [Business Review by Market](index=20&type=section&id=Business%20Review%20by%20Market) Hong Kong, Macau & Overseas markets experienced declines in both revenue and profit, primarily due to weak tourist spending, with same store sales decreasing by 26.2%, while Mainland China market revenue remained stable but profit significantly declined, though retail business improved in the second half of the fiscal year with same store sales decreasing by 11.9%, and Mainland China e-commerce revenue slightly increased by 0.4%, accounting for 58.4% of Mainland China retail revenue [Hong Kong, Macau and Overseas](index=21&type=section&id=Hong%20Kong,%20Macau%20and%20Overseas) Despite an increase in Mainland visitor numbers, per capita spending declined, leading to a decrease in Hong Kong and Macau retail revenue, with Hong Kong market retail revenue down 20.0% and Macau market down 28.5%, resulting in an overall regional revenue decrease of 19.6% to HKD 8.068 billion and a 7.7% decline in segment profit, with same store sales down 26.2% - Hong Kong market retail revenue decreased by **20.0%** to **HKD 5.087 billion**; Macau market revenue decreased by **28.5%** to **HKD 2.069 billion**[94](index=94&type=chunk) - Overall same store sales for Hong Kong, Macau & Overseas markets were **-26.2%**, with gold and platinum products at **-30.1%** and fixed-price jewellery products at **-14.1%**[105](index=105&type=chunk) [Mainland China](index=25&type=section&id=Mainland%20China) Mainland China's overall revenue slightly decreased by 0.2% to HKD 5.273 billion, but segment profit significantly declined by 40.7%, with retail business revenue increasing by 10.4% but wholesale business revenue decreasing by 12.2% and turning into a loss, and brand licensing business revenue also decreasing by 13.6%, while Mainland China e-commerce revenue slightly increased by 0.4% to HKD 1.844 billion, accounting for 58.4% of Mainland China retail revenue - Mainland China retail revenue increased by **10.4% year-on-year** to **HKD 3.160 billion**, but segment profit decreased from **HKD 194 million** to **HKD 57.38 million**[109](index=109&type=chunk) - Mainland China wholesale business revenue decreased by **12.2% year-on-year** to **HKD 1.259 billion**, turning from a profit of **HKD 105 million** to a loss of **HKD 55.30 million**[110](index=110&type=chunk) Mainland China E-commerce Business Performance | Metric | FY2025 | YoY Change | | :--- | :--- | :--- | | Revenue (Million HKD) | 1,844 | +0.4% | | Average Selling Price (RMB) | 2,200 | +22.2% | | % of Mainland China Retail Revenue | 58.4% | -5.8 p.p. | | % of Group Retail Revenue | 16.7% | +2.3 p.p. | [Financial Review](index=31&type=section&id=Financial%20Review) As of March 31, 2025, the group transitioned from a net cash position to net borrowings of HKD 205 million, primarily due to increased bank and gold borrowings, while inventory levels rose by 12.2% to HKD 10.739 billion, causing average inventory turnover days to significantly increase from 310 to 427 days, with gold products increasing by 96 days and fixed-price jewellery by 128 days - The group's cash and bank balances were **HKD 1.991 billion**, with total bank and gold borrowings of **HKD 2.196 billion**, resulting in net borrowings of **HKD 205 million**, compared to net cash of **HKD 570 million** in the prior year[126](index=126&type=chunk) Inventory Turnover Days (By Product) | Inventory Turnover Days | FY2025 | YoY Change | | :--- | :--- | :--- | | **Average Inventory Turnover Days** | | | | Gold | 276 | +96 | | Fixed-Price Jewellery | 866 | +128 | | Overall | 427 | +117 | | **Period-End Inventory Turnover Days** | | | | Gold | 306 | +115 | | Fixed-Price Jewellery | 879 | +126 | | Overall | 451 | +129 | [Outlook and Strategy](index=33&type=section&id=Outlook%20and%20Strategy) The group anticipates sustained high gold prices, but improved gross margins are expected to mitigate the impact of sales declines, and it will actively promote fixed-price gold products, with a positive start to the new fiscal year (April 1 to June 21) showing improved same store sales, including nearly 20% growth in Mainland China, as the group implements a new three-year strategy focused on expanding overseas markets, offering market-oriented products, and enhancing operational efficiency - The new fiscal year (April 1 to June 21, 2025) has started well, with Mainland China same store sales growing by nearly **20%** and Hong Kong and Macau markets remaining flat[147](index=147&type=chunk) - Future three-year goals include entering at least **3 new countries** and opening a net of **50 new overseas stores**[156](index=156&type=chunk) - Strategic priorities include: 1) Overseas market expansion (physical stores + e-commerce); 2) Market-oriented products (covering high-end and affordable luxury); 3) Operational efficiency optimization (supply chain, automation, big data, and AI technology)[152](index=152&type=chunk)[156](index=156&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk) [Multi-Brand Strategy](index=36&type=section&id=Multi-Brand%20Strategy) [Brand Portfolio Overview](index=36&type=section&id=Brand%20Portfolio%20Overview) To meet diverse consumer needs, the group implements a multi-brand strategy, with brands including Lukfook Jewellery, 3DG Jewellery, Heirloom Fortune, Goldstyle, Lukfook Joaillerie, and Love LUKFOOK JEWELLERY, each targeting different segments such as mass market, affordable luxury, traditional craftsmanship, fashion, high-end, and youth, and employing precise marketing through celebrity endorsements, IP collaborations, and themed events - **Lukfook Jewellery:** Focuses on the mass luxury market, featuring actor Cheng Yi as its global brand ambassador and launching the "Ice • Diamond Light Gold" series to enhance its youthful brand image[163](index=163&type=chunk)[168](index=168&type=chunk) - **3DG Jewellery:** Positioned in the affordable luxury market, announced Kelly Chen as its brand friend, and highlights personalized DIY matching with its "Love Lane" series[180](index=180&type=chunk)[181](index=181&type=chunk)[183](index=183&type=chunk) - **Heirloom Fortune:** Specializes in ancient gold craftsmanship, launching series like "Song Rhyme Heirloom" and "Dunli Jinhuang" to preserve traditional culture, and has opened its first store in Hong Kong[187](index=187&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk) - **Other Brands:** Goldstyle focuses on hard gold craftsmanship; Lukfook Joaillerie targets the high-end market and actively expands in Southeast Asia; Love LUKFOOK JEWELLERY targets young consumers and has opened its first overseas store in Thailand[195](index=195&type=chunk)[197](index=197&type=chunk)[205](index=205&type=chunk)[207](index=207&type=chunk) [Product Design, Quality and Service](index=43&type=section&id=Product%20Design,%20Quality%20and%20Service) The group emphasizes product design and quality, with its professional design team having accumulated 220 awards, ensuring product quality through its wholly-owned subsidiaries, China Gemological Laboratory Limited and Victoria Gemological Institute, while service adheres to the "Six Heart Service" standard, optimizing e-commerce systems and O2O shopping experiences, and introducing three new store concepts—"Image Store," "Affordable Luxury Store," and "Concept Store"—to enhance the shopping environment - The group's professional jewellery design team has won numerous awards in various competitions, accumulating **220 awards** as of March 31, 2025[209](index=209&type=chunk)[211](index=211&type=chunk) - Professional appraisal and quality assurance services are provided through its wholly-owned subsidiaries, China Gemological Laboratory Limited and Victoria Gemological Institute[215](index=215&type=chunk)[218](index=218&type=chunk) - To enhance the shopping experience, the group has developed three new store concepts for "Lukfook Jewellery": "Image Store," "Affordable Luxury Store," and "Concept Store"[226](index=226&type=chunk) [Corporate Governance Report](index=47&type=section&id=Corporate%20Governance%20Report) This report outlines the company's corporate governance framework, culture, and practices, detailing the diverse board of directors comprising five executive, three non-executive, and four independent non-executive directors, along with the responsibilities, composition, and meeting attendance of its committees (Audit, Nomination, Remuneration), emphasizing risk management and internal controls through a dedicated Risk Management and Sustainability Committee, and covering shareholder rights, investor relations, and information disclosure policies - The company's Chairman and Chief Executive Officer are held by the same person (Mr Wong Wai Sheung), which the company believes aids business development in Mainland China, and the existing board structure ensures a balance of power[245](index=245&type=chunk)[246](index=246&type=chunk) - The Board has established an Audit Committee, a Nomination Committee, and a Remuneration Committee, with the Audit and Remuneration Committees composed entirely of independent non-executive directors, and the Nomination Committee predominantly comprising independent non-executive directors[284](index=284&type=chunk)[285](index=285&type=chunk)[297](index=297&type=chunk)[317](index=317&type=chunk) - The company has established risk management and internal control systems, and a Risk Management and Sustainability Committee is in place to oversee the risk management system, sustainability strategy, and related risk assessments[331](index=331&type=chunk)[339](index=339&type=chunk) [Report of the Directors](index=77&type=section&id=Report%20of%20the%20Directors) This report summarizes the company's principal activities, business review, key risks and uncertainties, financial highlights, and directors' and shareholders' interests, noting that the group primarily engages in the retail, wholesale, and brand licensing of jewellery products, facing key risks including global economic conditions, geopolitical factors, raw material price fluctuations, and intense market competition, and detailing the shareholdings of directors and major shareholders in the company and its associated companies, such as 3DG Jewellery International - The group faces key risks including: economic risks (global economic slowdown), political risks (geopolitics, trade policies), operational risks (rent, raw material prices, intense competition, inventory turnover), and regulatory risks (legal changes, intellectual property)[409](index=409&type=chunk)[410](index=410&type=chunk)[412](index=412&type=chunk)[415](index=415&type=chunk) Five-Year Financial Summary (Million HKD) | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 13,341 | 15,326 | 11,978 | 11,738 | 8,861 | | Profit Attributable to Equity Holders | 1,100 | 1,767 | 1,285 | 1,392 | 1,017 | | Total Assets | 17,898 | 16,854 | 14,929 | 16,220 | 14,512 | | Total Liabilities | 4,756 | 3,990 | 2,708 | 4,142 | 3,188 | - As of March 31, 2025, Chairman Mr Wong Wai Sheung and his family trust collectively held approximately **44.54%** of the company's shares[518](index=518&type=chunk) [Independent Auditor's Report](index=110&type=section&id=Independent%20Auditor%27s%20Report) PricewaterhouseCoopers issued a standard unqualified audit opinion, affirming that the group's consolidated financial statements fairly and accurately reflect its financial position and operating results, with two key audit matters identified: the existence and valuation of inventory, and the impairment assessment of goodwill and trademarks - Auditor's Opinion: The consolidated financial statements present fairly, in all material respects, the consolidated financial position of the group as at March 31, 2025, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards[591](index=591&type=chunk) - Key Audit Matter 1: The existence and valuation of inventory, due to its high value and portability, posing theft risk, and the significant management judgment and estimation involved in assessing its net realizable value[600](index=600&type=chunk)[601](index=601&type=chunk)[605](index=605&type=chunk) - Key Audit Matter 2: Impairment assessment of goodwill and trademarks, where the estimation of recoverable amounts involves high inherent risk and relies on significant assumptions made by management in calculating discounted cash flows using the value-in-use or fair value less costs of disposal methods[615](index=615&type=chunk)[626](index=626&type=chunk) [Financial Statements](index=123&type=section&id=Financial%20Statements) [Consolidated Income Statement](index=123&type=section&id=Consolidated%20Income%20Statement) For FY2025, revenue was HKD 13.341 billion, a 12.9% year-on-year decrease, while gross profit was HKD 4.417 billion, a 5.8% year-on-year increase, but operating profit decreased by 33.3% to HKD 1.412 billion due to expanded other net losses (primarily gold hedging losses) and increased operating expenses, resulting in a profit for the year of HKD 1.068 billion, a 39.3% year-on-year decrease Consolidated Income Statement Summary (Thousand HKD) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 13,341,295 | 15,325,962 | | Cost of Sales | (8,924,289) | (11,151,623) | | **Gross Profit** | **4,417,006** | **4,174,339** | | Other Income | 132,540 | 197,181 | | Other (Losses)/Gains, Net | (523,516) | 92,206 | | Selling & Distribution Expenses | (2,233,305) | (2,043,459) | | Administrative Expenses | (379,928) | (254,107) | | **Operating Profit** | **1,412,051** | **2,115,623** | | Profit Before Income Tax | 1,379,443 | 2,085,004 | | **Profit for the Year** | **1,067,858** | **1,757,838** | | **Profit Attributable to Equity Holders of the Company** | **1,099,864** | **1,767,305** | [Consolidated Balance Sheet](index=125&type=section&id=Consolidated%20Balance%20Sheet) As of March 31, 2025, total assets were HKD 17.898 billion, a 6.2% year-on-year increase driven primarily by increased inventory, while total liabilities were HKD 4.756 billion, a 19.2% year-on-year increase mainly due to higher bank and gold borrowings, and total equity slightly increased by 2.2% to HKD 13.142 billion Consolidated Balance Sheet Summary (Thousand HKD) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 4,305,795 | 4,521,756 | | Current Assets | 13,591,860 | 12,332,308 | | *Of which: Inventory* | *10,738,527* | *9,567,062* | | *Of which: Cash & Bank Balances* | *1,913,986* | *1,998,219* | | **Total Assets** | **17,897,655** | **16,854,064** | | **Equity & Liabilities** | | | | Total Equity | 13,142,122 | 12,863,898 | | Non-current Liabilities | 432,712 | 473,357 | | Current Liabilities | 4,322,821 | 3,516,809 | | *Of which: Bank & Gold Borrowings* | *2,196,369* | *1,427,805* | | **Total Liabilities** | **4,755,533** | **3,990,166** | | **Total Equity & Liabilities** | **17,897,655** | **16,854,064** | [Consolidated Statement of Cash Flows](index=129&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For FY2025, net cash inflow from operating activities significantly decreased to HKD 919 million from HKD 1.663 billion in the prior year, while net cash outflow from investing activities was HKD 182 million, and net cash outflow from financing activities was HKD 805 million, primarily for loan repayments and dividend payments, resulting in a net decrease in cash and cash equivalents of HKD 68.33 million Consolidated Statement of Cash Flows Summary (Thousand HKD) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Inflow from Operating Activities | 919,196 | 1,662,913 | | Net Cash Outflow from Investing Activities | (182,483) | (777,336) | | Net Cash Outflow from Financing Activities | (805,045) | (1,257,335) | | **Net Decrease in Cash & Cash Equivalents** | **(68,332)** | **(371,758)** | | Cash & Cash Equivalents at Beginning of Year | 1,930,611 | 2,347,651 | | Exchange Differences | (1,443) | (45,282) | | **Cash & Cash Equivalents at End of Year** | **1,860,836** | **1,930,611** |