ANNUAL REPORT 2025 年 報 Annual Report 2025 年報 Contents 目錄 1 | Corporate Information 公司資料 | 2 | | --- | --- | | Chairman's Statement 主席報告 | 4 | | Management Discussion and Analysis 管理層討論及分析 | 9 | | Report of the Directors 董事會報告 | 14 | | Corporate Governance Report 企業管治報告 | 30 | | Independent Auditor's Report 獨立核數師報告 | 46 | | Audited Financial Statements 經審核財務報告 | | | Consolidated Statement of Profit or Loss 綜合損益表 | 52 | | Consolidated Statement of Comprehensive Income 綜合全面收益表 | 53 | | Consolidated Statement o ...

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

TT TUNGTEX ANNUAL REPORT 年報 Tungtex (Holdings) Company Limited 同得仕(集團)有限公司 Stock Code 股份代號：00518 20 betu百图官网 14 11 目錄 85 公司資料 86 主席報告書 87 管理層討論及分析 93 企業管治報告書 101 董事會報告書 109 獨立核數師報告書 112 綜合損益表 113 綜合損益及其他全面收益表 114 綜合財務狀況表 116 綜合權益變動表 117 綜合現金流量表 119 綜合賬項附註 166 財務摘要 公司資料 董事 執行董事 董孝文 （主席） 董重文 （副主席） 董偉文 （董事總經理） 關淑琪 獨立非執行董事 張宗琪 阮祺樂 余永生 李笑媚 審核委員會 阮祺樂 （主席） 張宗琪 李笑媚 薪酬委員會 張宗琪 （主席） 董孝文 李笑媚 提名委員會 董孝文 （主席） 張宗琪 阮祺樂 公司秘書 註冊辦事處及主要營運地點 香港九龍觀塘 鴻圖道83 號 東瀛遊廣場 26 樓A室 電話：2797 7000 圖文傳真：2343 9668 核數師 德博會計師事務所有限公司 執業會計師 主要銀行 星展銀行 ...

[Financial Highlights](index=2&type=section&id=Financial%20Highlights) The Group achieved strong financial growth this year, with total revenue increasing by 70% to HKD 157 million and profit for the year rising over 241% to HKD 39.6 million, primarily driven by energy-saving systems and product leasing services, though adjusted profit slightly declined due to expected credit loss provisions [Five-Year Financial Summary and Performance Highlights](index=2&type=section&id=Financial%20Highlights) The Group's financial performance showed robust growth this year, with total revenue increasing by 70% year-on-year to HKD 157 million and profit for the year rising over 241% to HKD 39.6 million, primarily driven by energy-saving systems and product leasing services, though adjusted profit slightly declined due to expected credit loss provisions Five-Year Financial Summary (HKD thousands) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **157,371** | **92,619** | **46,550** | **80,434** | **53,784** | | Gross Profit | 93,385 | 56,744 | 27,713 | 32,563 | 26,376 | | EBITDA | 48,301 | 20,969 | (8,617) | (341,351) | (246,211) | | **Profit/(Loss) for the Year** | **39,597** | **11,602** | **(24,014)** | **(386,905)** | **(282,534)** | | Basic Earnings/(Loss) Per Share (HK cents) | 1.04 | 0.28 | (1.05) | (22.80) | (20.01) | | **Total Assets** | **565,908** | **468,382** | **373,638** | **417,811** | **404,890** | | Total Liabilities | 372,184 | 154,272 | 246,986 | 272,170 | 350,341 | | Net Assets | 193,724 | 314,110 | 126,652 | 145,641 | 54,549 | - For the year ended March 31, 2025, the Group recorded significant growth in several key financial indicators - **Revenue**: increased by **70%** year-on-year, reaching approximately **HKD 157.4 million**[8](index=8&type=chunk) - **Gross Profit**: increased by **64.7%** year-on-year, reaching approximately **HKD 93.4 million**[8](index=8&type=chunk) - **EBITDA**: increased by **130%** year-on-year, reaching **HKD 48.3 million**[8](index=8&type=chunk) - **Profit for the Year**: increased by **241.3%** year-on-year, reaching approximately **HKD 39.6 million**[8](index=8&type=chunk) - Despite growth in multiple indicators, adjusted profit (excluding significant non-recurring items) slightly decreased from **HKD 36.3 million** in the prior year to **HKD 35.2 million**, primarily due to the impact of expected credit loss provisions for financial assets[8](index=8&type=chunk) [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) Chairman Mr. Wong Man Fai highlighted the Group's key initiatives in sustainability and innovation, including plans for a secondary listing in Malaysia to expand the investor base, advancing digital ESG vertical farming for sustainable food production, and launching the world's first ESG lighting system certified with artificial carbon credits [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) Chairman Mr. Wong Man Fai highlighted the Group's key initiatives in sustainability and innovation, including plans for a secondary listing in Malaysia to expand the investor base, advancing digital ESG vertical farming for sustainable food production, and launching the world's first ESG lighting system certified with artificial carbon credits - The company is actively preparing for a secondary listing in Malaysia, aiming to broaden its investor base and strengthen its commitment to sustainable development in the region[9](index=9&type=chunk) - The Group is committed to innovation, continuously advancing its digital ESG vertical farming project to optimize resource utilization efficiency and promote sustainable food production[9](index=9&type=chunk) - The company successfully launched the world's first ESG lighting system certified with artificial carbon credits, demonstrating its leadership in carbon footprint reduction and environmental technology[10](index=10&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's financial performance, liquidity, capital structure, significant investments, and future strategies [Financial Review](index=6&type=section&id=Financial%20Review) This year, the Group's total revenue significantly increased by 70.0% to HKD 157.4 million, primarily driven by the substantial expansion of energy-saving leasing projects in Malaysia; gross profit rose by 64.7% to HKD 93.4 million, but the gross profit margin slightly decreased to 59.3% [Revenue and Gross Profit](index=6&type=section&id=Revenue%20and%20Gross%20Profit) Total revenue increased by 70.0% to HKD 157.4 million, primarily driven by the "Energy Saving System and Product Leasing Services" segment, which saw revenue grow from HKD 39.3 million to HKD 85.1 million, mainly from the "Light in the Dark" project in Malaysia Revenue Segment Details (HKD thousands) | Business Segment | 2025 | 2024 | | :--- | :--- | :--- | | Energy Saving System and Product Leasing Services | 85,134 | 39,322 | | - Of which: Malaysia Project | 82,814 | 36,160 | | Energy Saving Product Trading | 65,033 | 40,278 | | Consulting Services Revenue | 7,204 | 12,931 | | Renewable Energy Services Revenue | – | 88 | | **Total** | **157,371** | **92,619** | - The "Light in the Dark" project in Malaysia was the primary driver of revenue growth, completing the installation of approximately **243,000 LED lights** this year and increasing customer numbers from **81 to 170**, thereby more than doubling the segment's revenue[14](index=14&type=chunk) - The Group's gross profit margin decreased from **61.3%** in the previous year to **59.3%** this year, primarily due to reduced profit margins from trade customers[18](index=18&type=chunk) [Other Income, Expenses and Profit Analysis](index=7&type=section&id=Other%20Income%2C%20Expenses%20and%20Profit%20Analysis) This year, the Group recorded net other expenses of approximately HKD 16.9 million, a significant shift from last year's net other income of HKD 10.9 million, mainly due to expected credit loss provisions for financial assets of approximately HKD 14.4 million - A gain on modification of financial assets of approximately **HKD 39.2 million** was recognized this year due to the restructuring of trade receivables with several debtors[19](index=19&type=chunk) - Selling and distribution expenses increased from **HKD 5.6 million** to **HKD 10.1 million**, primarily due to increased advertising and promotion expenses[20](index=20&type=chunk) - Administrative expenses increased from **HKD 46.6 million** to **HKD 56.6 million**, mainly driven by an increase of approximately **HKD 12.7 million** in equity-settled share option expenses[21](index=21&type=chunk) Reconciliation of Profit for the Year to Adjusted Profit (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | **Profit for the Year** | **39,597** | **11,602** | | Add/(Less) Significant Non-recurring/Non-operating Items: | | | | Gain on modification of financial assets | (39,253) | – | | Share-based payment expenses relating to share options | 21,117 | 8,462 | | Fair value loss on equity investments at fair value through profit or loss | 3,738 | 15,078 | | Fair value changes and amortization related to convertible bonds | 844 | (5,754) | | Others | 9,176 | 6,923 | | **Adjusted Profit for the Year** | **35,222** | **36,311** | [Liquidity, Financial Resources and Capital Structure](index=10&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group's financial position faced challenges this year, with the current ratio significantly decreasing from 2.5 times to 0.9 times, indicating increased short-term solvency pressure, while total liabilities substantially increased and total equity decreased by approximately 38.3% - The Group's current ratio significantly decreased from approximately **2.5 times** as at March 31, 2024, to approximately **0.9 times** as at March 31, 2025, primarily due to a substantial increase in current liabilities[35](index=35&type=chunk) Aging Analysis of Trade Receivables (HKD millions) | Aging | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Not overdue | 233.4 | 47.1 | | Overdue 1-365 days | 4.9 | 39.2 | | Overdue over 365 days | 48.8 | 117.6 | | **Total** | **287.1** | **203.9** | - The Group reached settlement agreements with several customers to restructure long-outstanding trade receivables, with the restructured outstanding amount being approximately **HKD 226.9 million**, which improved the credit risk profile of trade receivables[43](index=43&type=chunk) - The gearing ratio (total liabilities/total equity) significantly increased from **32.0%** in the prior year to **66.8%** this year, reflecting a higher level of financial leverage[57](index=57&type=chunk) [Significant Investments and Corporate Activities](index=12&type=section&id=Significant%20Investments%20and%20Corporate%20Activities) This year, the Group made a significant acquisition, increasing its equity interest in SCML, its Malaysian business operating holding company, to 88.04% for HKD 200 million, which constituted a discloseable and connected transaction - The Group acquired a **25%** equity interest in its non-wholly owned subsidiary SCML (Malaysian business holding company) for **HKD 200 million**, increasing its interest in SCML from approximately **63.04% to 88.04%**, which constituted a discloseable connected transaction[46](index=46&type=chunk) - The Group's investment in associate KSL Group is its only significant investment (exceeding **5%** of total assets), accounting for approximately **7.5%** of total assets[48](index=48&type=chunk) - The share of loss from KSL Group this year was approximately **HKD 4 million**, primarily due to a one-off loss from KSL's early settlement of trade receivables[50](index=50&type=chunk) Use of Proceeds from Convertible Bonds (HKD millions) | Intended Use | Intended Amount | Actual Use for the Year Ended March 31, 2025 | Unutilized Proceeds | | :--- | :--- | :--- | :--- | | Capital expenditures for energy-saving projects | 59.6 | 19.8 | – | | General working capital | 14.9 | – | – | | **Total** | **74.5** | **19.8** | **–** | [Future Outlook](index=16&type=section&id=Future%20Outlook) The Group's future strategic focus is clear, with plans for a secondary listing in Malaysia to enhance company value and business development, while accelerating the "Light in the Dark" project and deepening cooperation with Nestlé in vertical farming - The Group is preparing for a potential secondary listing on the Malaysian stock exchange to broaden investor access, enhance corporate reputation, and support business development in Malaysia[64](index=64&type=chunk) - In Malaysia, the Group will accelerate the deployment of the "Light in the Dark" project and continue its collaboration with Nestlé on vertical farming projects, with promising results already achieved in chilli cultivation tests[65](index=65&type=chunk) - The Group is actively expanding into new markets, including: - **Singapore**: Establishing a strategic partnership with Primech Group to jointly explore energy efficiency solutions and commercial applications of robotics technology[69](index=69&type=chunk) - **Middle East**: Discussing cooperation opportunities with local partners on energy management contracts, solar equipment procurement, and green data centers[70](index=70&type=chunk) [Directors' Report](index=18&type=section&id=Directors'%20Report) This report details the Board of Directors' composition, their interests in the company's shares, and the company's share option scheme, along with information on major customers and suppliers [Directors' and Shareholders' Interests](index=19&type=section&id=Directors'%20and%20Shareholders'%20Interests) The report details the list of Board members and their shareholdings in the company, with Chairman Mr. Wong Man Fai, through his controlled corporations and personal beneficial ownership, collectively holding approximately 56.09% of the company's shares as the controlling shareholder Interests of Directors and Chief Executive in the Company's Shares (As at March 31, 2025) | Name of Director | Nature of Interest | Number of Shares (Long Position) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Wong Man Fai | Interest in controlled corporation / Beneficial owner | 1,931,807,481 | 56.090% | | Choi Yan Yan | Spouse's interest | 1,931,807,481 | 56.090% | | Tsang Sze Wai | Beneficial owner | 68,000,000 | 1.974% | Interests of Substantial Shareholders in the Company's Shares (As at March 31, 2025) | Name of Substantial Shareholder | Nature of Interest | Number of Shares (Long Position) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Rich Gain Development Limited | Beneficial owner | 1,825,245,360 | 52.996% | | Ancient Wisdom Limited | Interest in securities of shares | 1,240,547,360 | 36.019% | | Ng Sheung Tun | Interest in controlled corporation | 1,240,547,360 | 36.019% | [Share Option Scheme](index=23&type=section&id=Share%20Option%20Scheme) The company terminated its "2015 Share Option Scheme" on November 1, 2024, and adopted a new "2024 Share Option Scheme" with a ten-year validity, aimed at incentivizing and retaining talent - The company terminated its 2015 Share Option Scheme and adopted a new **"2024 Share Option Scheme"** on November 1, 2024, with a ten-year validity, aiming to attract, retain talent, and provide additional incentives[102](index=102&type=chunk)[103](index=103&type=chunk) Summary of Share Option Movements During the Year (As at March 31, 2025) | Status | Number of Share Options | | :--- | :--- | | Outstanding at beginning of year | 124,224,680 | | Granted during the year | 166,724,000 | | Exercised during the year | (35,606,680) | | Lapsed/forfeited during the year | (26,406,000) | | **Outstanding at end of year** | **207,367,320** | [Major Customers and Suppliers](index=28&type=section&id=Major%20Customers%20and%20Suppliers) The Group's procurement and sales demonstrate high concentration, with the top five suppliers accounting for 99.1% of total purchases and the top five customers accounting for 51.3% of total sales for the year ended March 31, 2025 - Supplier concentration is high: the top five suppliers accounted for **99.1%** of total purchases, with the largest supplier accounting for **94.6%**[127](index=127&type=chunk) - Customer concentration is relatively high: the top five customers accounted for **51.3%** of total sales, with the largest customer accounting for **20.7%**[127](index=127&type=chunk) [Corporate Governance Report](index=32&type=section&id=Corporate%20Governance%20Report) This report outlines the company's commitment to maintaining high corporate governance standards, detailing its practices, board composition, committee functions, risk management, internal controls, and shareholder communication [Corporate Governance Practices and the Board](index=32&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company is committed to maintaining a high level of corporate governance and has complied with most provisions of the Corporate Governance Code, with one deviation where the roles of Chairman and Chief Executive Officer are combined and held by Mr. Wong Man Fai - The company deviated from the Corporate Governance Code's provision requiring separation of the roles of Chairman and Chief Executive Officer, with Mr. Wong Man Fai holding both positions, which the Board believes contributes to more effective leadership and focus on business strategy implementation[162](index=162&type=chunk) - The Board currently comprises seven directors, including one executive director, two non-executive directors, and four independent non-executive directors, meeting the Listing Rules' requirements for the number and proportion of independent non-executive directors[155](index=155&type=chunk) Board Meeting Attendance Record (For the Year Ended March 31, 2025) | Name of Director | Board Meetings | Audit Committee | Remuneration Committee | Nomination Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Wong Man Fai | 4/4 | – | – | – | 1/1 | | Mr. Tsang Sze Wai | 4/4 | – | – | – | 1/1 | | Ms. Choi Yan Yan | 3/3 | – | – | – | 1/1 | | Mr. Chung Koon Yan | 4/4 | 3/3 | 1/1 | 1/1 | 1/1 | | Mr. Cheung Yik Hung | 4/4 | 3/3 | 1/1 | 1/1 | 1/1 | | Dr. Wong Tze King | 4/4 | 3/3 | 1/1 | 1/1 | 0/1 | | Mr. Tong Wai Lun | 4/4 | – | – | 1/1 | 1/1 | [Board Committees](index=39&type=section&id=Board%20Committees) The Board has established Audit, Nomination, and Remuneration Committees, all primarily led by independent non-executive directors to ensure independence and professionalism - **Audit Committee**: Composed of three independent non-executive directors, its primary responsibilities include reviewing financial statements, overseeing the financial reporting system, and risk management and internal control systems[187](index=187&type=chunk) - **Nomination Committee**: Composed of four independent non-executive directors and one non-executive director, it is responsible for reviewing the Board's structure, composition, and diversity, and this year recommended the appointment of a female non-executive director to avoid a single-gender board[192](index=192&type=chunk) - **Remuneration Committee**: Composed of three independent non-executive directors, it is responsible for determining the remuneration of executive directors and senior management, and this year reviewed remuneration packages and recommended the grant of share options to several directors and eligible participants[210](index=210&type=chunk)[211](index=211&type=chunk) [Risk Management, Internal Control and Shareholder Communication](index=46&type=section&id=Risk%20Management%2C%20Internal%20Control%20and%20Shareholder%20Communication) The Board assumes full responsibility for risk management and internal control systems, conducting annual effectiveness reviews, and has established written procedures for handling and disseminating inside information, while actively engaging with shareholders through various channels - The Board confirmed its full responsibility for risk management and internal control systems and, with the assistance of the Audit Committee, reviewed the effectiveness of the systems for the year ended March 31, 2025, deeming them effective and adequate[220](index=220&type=chunk)[223](index=223&type=chunk) - The company has established and implemented written procedures for handling and disseminating inside information, ensuring compliance and confidentiality of information disclosure[226](index=226&type=chunk) - The company values communication with shareholders, has adopted a shareholder communication policy, and facilitates information exchange through various channels such as general meetings and the company website to protect shareholder rights[230](index=230&type=chunk) [Biographies of Directors and Senior Management](index=54&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management%20Details) This section details the backgrounds, qualifications, and experience of the company's directors and senior management, highlighting the core leadership's expertise in electronic engineering, capital markets, private equity, investment banking, accounting, and business operations [Biographies of Directors and Senior Management](index=54&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management%20Details) This section details the backgrounds, qualifications, and experience of the company's directors and senior management, highlighting the core leadership's expertise in electronic engineering, capital markets, private equity, investment banking, accounting, and business operations - **Mr. Wong Man Fai (Chairman and Chief Executive Officer)**: 51 years old, holds a Master's degree in Electronic Engineering from Cornell University, with over **18 years** of management experience, primarily responsible for the Group's overall corporate strategy, development management, and operations[256](index=256&type=chunk) - **Mr. Tsang Sze Wai (Non-executive Director)**: 48 years old, with over **20 years** of experience in capital markets, specializing in SPACs, private equity, and M&A transactions, having previously worked at Templeton Asset Management and Lehman Brothers[257](index=257&type=chunk) - **Senior Management**: The team includes Mr. Cheng Chi Kuen (Chief Operating Officer), Mr. Lo Kwok Shing (Chief Investment Officer), Mr. Wong Ho Kwan (Chief Financial Officer), and Mr. Ng Sai Wing (Chief Strategy Officer), all possessing extensive industry experience in their respective fields[266](index=266&type=chunk)[267](index=267&type=chunk)[269](index=269&type=chunk)[270](index=270&type=chunk) [Independent Auditor's Report](index=60&type=section&id=Independent%20Auditor's%20Report) The auditor, Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd., issued an unmodified opinion on the company's consolidated financial statements for the year ended March 31, 2025, affirming that the financial statements truly and fairly reflect the Group's financial position and performance [Independent Auditor's Report](index=60&type=section&id=Independent%20Auditor's%20Report) The auditor, Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd., issued an unmodified opinion on the company's consolidated financial statements for the year ended March 31, 2025, affirming that the financial statements truly and fairly reflect the Group's financial position and performance - The auditor issued an **unmodified opinion** on the consolidated financial statements, deeming them to truly and fairly reflect the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards[272](index=272&type=chunk) - The "impairment assessment of trade receivables and finance lease receivables" was identified as a key audit matter, primarily because these amounts represent approximately **71%** of total assets, and their impairment assessment involves significant management judgment and estimation uncertainty[276](index=276&type=chunk) - The auditor performed procedures including evaluating management's estimation process, the appropriateness of data used, the competence of management's experts, and checking the accuracy of valuation models, concluding that the Group's impairment assessment for these amounts was supported by available evidence[278](index=278&type=chunk)[282](index=282&type=chunk)[285](index=285&type=chunk) [Consolidated Financial Statements](index=66&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive financial performance and position, including the statement of comprehensive income, statement of financial position, and cash flow statement, along with detailed notes explaining accounting policies and key financial items [Key Financial Statements](index=66&type=section&id=Key%20Financial%20Statements) The financial statements show strong profit growth for the Group in FY2025, with profit for the year reaching HKD 39.6 million, significantly exceeding last year's HKD 11.6 million, though the balance sheet indicates a weakened financial structure with net current liabilities of HKD 29.46 million Summary of Consolidated Statement of Comprehensive Income (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 157,371 | 92,619 | | Gross Profit | 93,385 | 56,744 | | Profit before income tax | 38,841 | 15,217 | | **Profit for the year** | **39,597** | **11,602** | | Profit attributable to owners of the Company | 35,532 | 8,387 | | Basic earnings per share (HK cents) | 1.04 | 0.28 | Summary of Consolidated Statement of Financial Position (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Non-current assets | 225,903 | 183,791 | | Current assets | 340,005 | 284,591 | | **Total assets** | **565,908** | **468,382** | | Current liabilities | 369,465 | 111,984 | | Non-current liabilities | 2,719 | 42,288 | | **Total liabilities** | **372,184** | **154,272** | | **Net assets** | **193,724** | **314,110** | [Notes to the Consolidated Financial Statements](index=72&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations of the company's accounting policies, key accounting estimates, and various financial statement items, including segment information, trade receivables, borrowings, and convertible bonds [Note 5: Segment Information](index=95&type=section&id=Note%205%3A%20Segment%20Information) This year, the Group's revenue primarily originated from two major segments: "Provision of Energy Saving Systems" and "Energy Saving Product Trading," with the Malaysian market contributing the most significant portion of revenue at HKD 85.06 million, accounting for 54% of total revenue Revenue from External Customers by Segment (HKD thousands) | Segment | 2025 | 2024 | | :--- | :--- | :--- | | Provision of Energy Saving Systems | 85,134 | 39,322 | | Energy Saving Product Trading | 65,033 | 40,278 | | Energy Saving Product Licensing Fees (Consulting) | 7,204 | 12,931 | | Solar PV System EPCC | – | 88 | | **Total** | **157,371** | **92,619** | Revenue from External Customers by Geographical Region (HKD thousands) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Malaysia | 85,062 | 39,182 | | Japan | 32,526 | 17,179 | | Australia | 32,229 | 17,415 | | Macau | 7,204 | 8,102 | | Hong Kong | 65 | 10,127 | | Others | 285 | 614 | | **Total** | **157,371** | **92,619** | [Note 19: Trade Receivables](index=118&type=section&id=Note%2019%3A%20Trade%20Receivables) As of March 31, 2025, net trade receivables amounted to HKD 287 million, with the Group restructuring approximately HKD 369 million in receivables into a HKD 246 million repayment plan this year, resulting in a HKD 39.25 million gain on modification of financial assets and an improved aging structure - This year, the Group reached debt restructuring agreements with several trade debtors, restructuring approximately **HKD 369 million** in receivables into a **HKD 246 million** repayment plan, and consequently recognized a **HKD 39.25 million** gain on modification of financial assets in profit or loss[501](index=501&type=chunk) [Note 26: Borrowings](index=125&type=section&id=Note%2026%3A%20Borrowings) The Group's total borrowings significantly increased from HKD 17.42 million in the previous year to HKD 88.96 million, primarily due to a new MYR 50 million secured bank financing to support Malaysian operations, with most borrowings secured by finance lease receivables, trade receivables, and bank deposits - The Group's total borrowings significantly increased from **HKD 17.42 million** to **HKD 88.96 million**[526](index=526&type=chunk) - A new financing agreement of **MYR 50 million** (approximately **HKD 88.5 million**) was secured to support Malaysian business expansion, with the loan collateralized by finance lease receivables, trade receivables, and other assets[527](index=527&type=chunk) [Note 30: Convertible Bonds](index=130&type=section&id=Note%2030%3A%20Convertible%20Bonds) The convertible bonds with a total principal amount of USD 10 million, issued by the company in 2023, were fully converted into company shares during this fiscal year, with the remaining USD 2.5 million converted into approximately 59.09 million new shares on May 31, 2024 - On May 31, 2024, the remaining principal amount of **USD 2.5 million** of convertible bonds was converted into approximately **59.09 million** newly issued shares of the company[550](index=550&type=chunk) - As of March 31, 2025, all convertible bonds issued in 2023 have been converted, with a carrying value of zero[551](index=551&type=chunk)

CONTENTS 目錄 | 2 | Corporate Information | 公司資料 | | --- | --- | --- | | 4 | Letter from the Board | 董事會函件 | | 5 | Management Discussion and Analysis | 管理層討論及分析 | | 12 | Corporate Governance Report | 企業管治報告 | | 32 | Biographies of Directors and Senior Management | 董事及高級管理層履歷 | | 35 | Directors' Report | 董事報告 | | 48 | Independent Auditor's Report | 獨立核數師報告 | | 55 | Consolidated Statement of Profit or Loss and | 綜合損益及其他全面收益表 | | | Other Comprehensive Income | | | 56 | Consolidated Statement of Financial Positio ...

[Company Information](index=3&type=section&id=Company%20Information) During the reporting period, there were multiple changes in the company's Board of Directors and various committee members, including the resignation and appointment of several executive, non-executive, and independent non-executive directors - During the reporting period, there were multiple changes in the company's Board of Directors and various committee members, including the resignation and appointment of several executive, non-executive, and independent non-executive directors[5](index=5&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The company's existing coal mining business's financial performance was significantly impacted by challenges including tightening regulations, resource depletion, and increased capital investment in China's coal industry - The company's existing coal mining business's financial performance was significantly impacted by challenges including tightening regulations, resource depletion, and increased capital investment in China's coal industry[10](index=10&type=chunk) - To achieve business diversification, the Group invested in a copper mine in Laos in 2024, officially entering the Southeast Asian mining sector. Despite challenges encountered in the new business, the Board still considers diversification crucial for long-term development[10](index=10&type=chunk) - Moving forward, the Group will continue to focus on enhancing operational and capital efficiency, and actively seek new business opportunities in the energy and mining sectors to enhance shareholder value[10](index=10&type=chunk) [Financial Highlights](index=7&type=section&id=Financial%20Highlights) [Annual Financial Summary](index=7&type=section&id=Annual%20Financial%20Summary) In FY2024, the company's revenue decreased by 3.7% year-on-year to HK$181 million, while gross profit increased by 3.5% to HK$67.47 million. However, the loss attributable to owners of the company significantly expanded by 113.9% to HK$50.77 million, primarily due to impairment of non-financial assets and increased administrative expenses. Both total assets and total liabilities decreased, and cash balance declined by 23.0% Summary of FY2024 Operating Results and Financial Position | Metric | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | | **Operating Results** | | | | | Revenue | 180,934 | 187,960 | -3.7% | | Gross Profit | 67,469 | 65,211 | 3.5% | | Loss for the year attributable to owners of the Company | (50,768) | (23,734) | 113.9% | | Loss per share - Basic | (25.50) HK cents | (14.62) HK cents | 74.4% | | **Financial Position** | | | | | Total Assets | 284,673 | 307,225 | -7.3% | | Total Liabilities | 96,423 | 109,737 | -12.1% | | Bank and cash balances | 73,412 | 95,359 | -23.0% | | Equity attributable to owners of the Company | 144,163 | 138,598 | 4.0% | [Five-Year Financial Summary](index=8&type=section&id=Five-Year%20Financial%20Summary) Over the past five years, the company's revenue fluctuated between HK$130 million and HK$190 million, with 2024 revenue at HK$181 million. In terms of operating profit, the company achieved profitability in 2021 and 2022 but recorded operating losses in 2020, 2023, and 2024, with the 2024 operating loss expanding to HK$66.81 million. Net profit attributable to owners of the company also showed significant fluctuations, with a loss of HK$50.77 million recorded in 2024, marking the second-largest loss in the past five years. Net assets remained relatively stable within the HK$180 million to HK$200 million range over the five-year period Five-Year Performance Summary (As at December 31) | Metric (HK$ Thousand) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 180,934 | 187,960 | 191,180 | 183,016 | 133,012 | | Operating (Loss) / Profit | (66,805) | (32,009) | 34,072 | 31,628 | (67,193) | | Loss / (Profit) for the year | (63,783) | (33,610) | 26,100 | 31,975 | (62,876) | | Attributable to owners of the Company | (50,768) | (23,734) | 10,237 | 14,372 | (42,505) | Five-Year Summary of Assets, Liabilities and Equity (As at December 31) | Metric (HK$ Thousand) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 284,673 | 307,225 | 305,350 | 259,999 | 263,299 | | Total Liabilities | 96,423 | 109,737 | 111,940 | 81,224 | 78,623 | | Net Assets | 188,250 | 197,488 | 193,410 | 178,775 | 184,676 | | Equity attributable to owners of the Company | 144,163 | 138,598 | 123,125 | 119,128 | 105,497 | [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) [Business and Financial Review](index=10&type=section&id=Business%20and%20Financial%20Review) In FY2024, the Group's revenue decreased by 3.7% year-on-year to HK$181 million, and the loss attributable to owners of the company expanded from HK$23.73 million to HK$50.77 million. The primary reasons for the expanded loss include: an impairment loss of approximately HK$26 million recognized on non-financial assets of the coal mining business; an increase in operating costs of approximately HK$28 million due to compliance with green mining policies; and an increase in administrative expenses of approximately HK$11 million due to the acquisition of a copper mine in Laos and exploration of other investment opportunities - The primary reasons for the expanded loss in 2024 are threefold: (i) an impairment loss of approximately **HK$26 million** on non-financial assets of the coal mining business; (ii) an increase in operating costs of approximately **HK$28 million** due to compliance with China's green mining construction policies; and (iii) an increase in administrative expenses of approximately **HK$11 million** due to the acquisition of a copper mine in Laos and exploration of potential investment opportunities[17](index=17&type=chunk) [Coal Mining Business and Impairment Assessment](index=10&type=section&id=Coal%20Mining%20Business%20and%20Impairment%20Assessment) The Group's core coal business is located in Inner Mongolia, with an annual production capacity of 1.2 million tonnes, and actual production and sales in 2024 were approximately 0.9 million tonnes, consistent with the previous year. However, as the mine has been operating for about 15 years, shallow coal resources are largely depleted, and new government policies promoting intelligent and green mine construction are expected to lead to significant increases in ongoing capital expenditure and operating costs. Based on this, the company recognized an impairment loss of approximately HK$25.96 million on the non-financial assets of its coal mining business - The Inner Mongolia coal mine has been operating for approximately 15 years, with shallow coal resources largely depleted. Deep-level mining faces geological challenges, requiring replacement of old machinery and investment in more advanced equipment, which is expected to lead to significant increases in capital expenditure and operating costs[20](index=20&type=chunk) - Based on the impairment assessment, the company recognized an impairment loss of approximately **HK$25.96 million** on the non-financial assets of the coal mining business segment for the year ended December 31, 2024[20](index=20&type=chunk) Key Assumptions for Impairment Assessment of Coal Mining Cash-Generating Unit | Key Assumption | December 31, 2024 | | :--- | :--- | | Forecast Annual Coal Output | 900,000 tonnes | | Average Unit Selling Price per Tonne of Coal | 2025: RMB 191 | | Inflation Rate | 2.5% | | Pre-tax Discount Rate | 16.58% | [Capital Market Activities](index=14&type=section&id=Capital%20Market%20Activities) To raise funds for business operations and development, the company undertook two major capital market activities in 2024. First, a placement of new shares was completed in March, with approximately 323 million shares placed at HK$0.185 per share, raising net proceeds of approximately HK$59.1 million. Second, a share consolidation was completed in October, merging every ten shares with a par value of HK$0.01 into one consolidated share with a par value of HK$0.1 - On March 4, 2024, the company completed the placement of **322,692,000 new shares** at a placement price of **HK$0.185 per share**, raising net proceeds of approximately **HK$59.1 million**, primarily for business operations and development[28](index=28&type=chunk)[29](index=29&type=chunk) - On October 25, 2024, the company completed a "ten-into-one" share consolidation, changing its issued share capital from approximately **2.046 billion shares** (par value HK$0.01) to approximately **205 million shares** (par value HK$0.1)[30](index=30&type=chunk) [Investment in Copper Mine in Laos](index=15&type=section&id=Investment%20in%20Copper%20Mine%20in%20Laos) The Group advanced its investment in a copper mine in Laos in 2024, ultimately completing the acquisition of a 52% equity stake in the target company, Taishan Jiujiu, in August. This copper mine has a mining area of approximately 24 square kilometers and copper reserves exceeding 100,000 tonnes. However, since early 2025, the local management and business partners have been slow to respond and uncooperative with the company's requests, preventing the Group from exercising control over the company. Consequently, the Group recognized its investment in Taishan Jiujiu as an associate and accounted for it using the equity method. The company plans to continue communication while reserving the option to take legal action to protect its shareholder rights - On August 26, 2024, the Group completed the acquisition of a **52% equity stake** in Taishan Jiujiu Mining Co., Ltd. in Laos, which owns a copper mine with estimated copper reserves exceeding **100,000 tonnes**[34](index=34&type=chunk) - Since early 2025, due to the uncooperative local management and business partners of Taishan Jiujiu, the Group believes it currently cannot exercise control over Taishan Jiujiu but retains significant influence[36](index=36&type=chunk) - Based on the current inability to exercise control, the Group recognized its investment in Taishan Jiujiu as an associate and accounted for it using the equity method, in accordance with Hong Kong Accounting Standard 28[36](index=36&type=chunk) [Use of Proceeds from Past Fundraising Activities](index=18&type=section&id=Use%20of%20Proceeds%20from%20Past%20Fundraising%20Activities) As of December 31, 2024, the net proceeds from the convertible bonds issued in 2022 and the new share placement in 2024 have been fully utilized. Approximately HK$39.8 million from the convertible bonds was primarily used to strengthen mining operations and invest in the Laos copper mine. Approximately HK$59.1 million from the new share placement was mainly allocated to the Laos copper mine and other potential mining investments, enhancement of existing mining machinery, and general working capital Summary of Use of Proceeds from Fundraising (As at December 31, 2024) | Fundraising Activity | Net Proceeds (HK$ Thousand) | Amount Used (HK$ Thousand) | Primary Use | | :--- | :--- | :--- | :--- | | 2022 Convertible Bonds | 39,800 | 39,800 | Strengthening mining operations, Laos copper mine investment, working capital | | 2024 New Share Placement | 59,101 | 59,101 | Laos copper mine and potential investments, strengthening mining machinery, working capital | [Liquidity and Financial Resources](index=19&type=section&id=Liquidity%20and%20Financial%20Resources) As of the end of 2024, the Group's financial position showed total bank and cash balances of approximately HK$73.57 million, a year-on-year decrease. The Group had no borrowings, resulting in a zero gearing ratio. The current ratio was 1.52, slightly lower than last year's 1.56, but still at a healthy level. The Board will continue to closely monitor the financial position to support future operations and new business development Key Financial Indicators as at December 31, 2024 | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Total bank and cash balances | Approx. HK$73,565,000 | HK$103,938,000 | | Borrowings | Nil | Nil | | Gearing ratio | Zero | Zero | | Current ratio | Approx. 1.52 | 1.56 | [Outlook](index=20&type=section&id=Outlook) Looking ahead, tightening policies in China's coal mining industry continue to exert working capital pressure on the Group's coal business. Therefore, the Group will continue to explore investment opportunities in the mining and mineral sectors globally to broaden its business scope. Despite challenges in the Laos copper mine investment, the Group believes diversification is crucial for long-term growth. Moving forward, the Group will implement cost control and strengthen capital management, aiming to improve its financial position and create shareholder value - Facing capital pressure from tightening policies in China's coal industry, the Group will continue to seek global investment opportunities in the mining and mineral sectors to achieve business diversification[49](index=49&type=chunk) - The Group will implement cost control measures and strengthen capital management to improve its financial position and is committed to enhancing shareholder value through business diversification[49](index=49&type=chunk) [Auditor's Qualified Opinion](index=21&type=section&id=Auditor's%20Qualified%20Opinion) The auditor issued a qualified opinion on the Group's 2024 consolidated financial statements, primarily concerning the investment in Taishan Jiujiu Company in Laos. Due to insufficient audit evidence to confirm the company's significant influence over Taishan Jiujiu, the auditor could not determine the appropriateness of classifying it as an associate and accounting for it using the equity method. Management and the Audit Committee, however, believe that despite the current inability to exercise control, the Group's 52% equity stake and related statutory rights are sufficient to constitute significant influence. The company has developed an action plan to address this issue and prevent similar situations in the future - The auditor issued a qualified opinion on the 2024 financial statements due to insufficient audit evidence to determine the appropriateness of classifying the **52% equity investment** in Taishan Jiujiu as an associate and accounting for it using the equity method[50](index=50&type=chunk)[51](index=51&type=chunk) - A divergence exists between management and the auditor regarding accounting treatment: the auditor believes that without the ability to convene a general meeting, it is uncertain whether the company can exercise significant influence; management, however, asserts that its **52% equity stake** and associated statutory rights inherently constitute significant influence[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk) - The Audit Committee concurs with management's position, believing that classifying the investment as an associate is consistent with accounting standards after comprehensively considering substantive voting rights and statutory interests[58](index=58&type=chunk)[59](index=59&type=chunk) [Biographies of Directors and Senior Management](index=24&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) Mr. Wu Yingji, the company's Executive Director, possesses over 20 years of experience in corporate finance and investment banking - Mr. Wu Yingji, the company's Executive Director, possesses over **20 years of experience** in corporate finance and investment banking. Ms. Kuang Peixian, a Non-Executive Director, has over **20 years of experience** in corporate mergers and acquisitions and asset management. Independent Non-Executive Directors and senior management possess extensive professional backgrounds in accounting, legal, and financial fields[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk) [Corporate Governance Report](index=26&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=26&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company is committed to maintaining high standards of corporate governance. During the reporting period, the company complied with most provisions of the Corporate Governance Code, with a deviation concerning the vacant positions of Chairman and Chief Executive Officer. The Board is responsible for the Group's strategic direction and oversight, ensuring shareholder interests. The Board's composition is diverse, covering various professional backgrounds, genders, and age groups. High attendance at Board meetings during the year demonstrated active director participation - The company deviated from Corporate Governance Code Provision C.2.1, which stipulates that the roles of Chairman and Chief Executive Officer should be separate and not held by the same individual. Both positions are currently vacant, and the company is seeking suitable candidates[69](index=69&type=chunk) Board Diversity Composition (As at December 31, 2024) | Diversity Aspect | Composition | | :--- | :--- | | **Gender** | Male 80% (4 persons), Female 20% (1 person) | | **Age Group** | 41-45 years (40%), 46-50 years (20%), 51-55 years (20%), 56-60 years (20%) | | **Educational Background** | Business Administration (40%), Accounting/Finance (20%), Engineering (20%), Law (20%) | [Board Committees](index=32&type=section&id=Board%20Committees) The Board has established a Nomination Committee, Remuneration Committee, and Audit Committee to assist in fulfilling its responsibilities. The Nomination Committee reviews the Board's structure and nominates director candidates. The Remuneration Committee is responsible for formulating remuneration policies for directors and senior management. The Audit Committee, composed of three independent non-executive directors, oversees financial reporting, risk management, and internal control systems. Each committee held multiple meetings during the year, fulfilling their respective terms of reference - The Nomination Committee comprises two independent non-executive directors and one non-executive director, responsible for reviewing the Board's structure, size, composition, and diversity, and assessing the independence of independent non-executive directors[88](index=88&type=chunk) - The Remuneration Committee consists of two independent non-executive directors and one non-executive director, responsible for advising the Board on remuneration policies for directors and senior management[92](index=92&type=chunk) - The Audit Committee is composed of three independent non-executive directors, with the chairman possessing professional accounting qualifications, and its primary responsibilities include reviewing financial information, overseeing the financial reporting system, risk management, and internal control systems[96](index=96&type=chunk) [Risk Management and Internal Control](index=39&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board bears overall responsibility for maintaining effective risk management and internal control systems. The company has not established an internal audit department, instead engaging external professional firms to perform this function. Given the auditor's qualified opinion on the Laos investment project, the Board has recognized deficiencies in subsidiary oversight and will implement multiple measures to strengthen management, including increasing Board representation, enhancing access to financial records, improving reporting procedures, and providing additional training - The company has not established an internal audit department, deeming it more cost-effective to engage external independent professional firms to perform internal audit functions given the current business scale[109](index=109&type=chunk) - In response to the auditor's qualified opinion, the Board will implement multiple measures to strengthen internal controls over subsidiaries and investee companies, including reviewing Board seats, enhancing access to financial records, improving reporting procedures, and providing training[111](index=111&type=chunk)[114](index=114&type=chunk) [Environmental, Social and Governance Report](index=43&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [Environmental (ESG)](index=49&type=section&id=Environmental%20(ESG)) The Group is committed to reducing the environmental impact of coal mining. In terms of emissions management, measures such as water spraying and dust control facilities are implemented to control coal dust, and exhaust gas emissions are monitored. Total greenhouse gas emissions increased in 2024 due to higher electricity consumption. Regarding resource use, electricity is the primary energy consumption, and the Group has adopted various energy-saving measures. In water resource management, water is conserved through methods like recycling mine water. Furthermore, the Group has identified and formulated measures to address climate change-related physical and transition risks Greenhouse Gas Emissions Performance | Greenhouse Gas Emission Type | Unit | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Scope 1 (Direct Emissions) | tonnes of CO2e | 779.7 | 835.6 | | Scope 2 (Indirect Emissions) | tonnes of CO2e | 9,968.5 | 8,265.7 | | **Total** | **tonnes of CO2e** | **10,748.2** | **9,101.3** | | Intensity | tonnes of CO2e / thousand tonnes of coal production | 11.92 | 10.07 | Energy Consumption Performance | Energy Type | Unit | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Direct Energy Consumption | MWh | 3,033.3 | 3,259.1 | | Indirect Energy Consumption (Electricity) | MWh | 14,711.5 | 13,548.1 | | **Total** | **MWh** | **17,744.8** | **16,807.2** | | Intensity | MWh / thousand tonnes of coal production | 19.67 | 18.59 | - The Group has identified physical risks (e.g., extreme weather) and transition risks (e.g., tightening climate-related legislation) posed by climate change, and has formulated corresponding response measures, including establishing early warning systems and promoting green and low-carbon transformation[165](index=165&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) [Social (ESG)](index=59&type=section&id=Social%20(ESG)) In terms of social responsibility, the Group strictly adheres to labor regulations and provides equal employment opportunities. As of the end of 2024, the Group had 425 full-time employees, with employee turnover decreasing from 28.1% to 21.5%. The Group highly prioritizes occupational health and safety, aiming for zero work-related fatalities, a goal achieved over the past three years. Furthermore, the Group has established supply chain management procedures, promotes fair competition, and ensures product quality and safety in terms of product responsibility. The Group has also formulated anti-corruption policies and grievance procedures, providing relevant training to employees - As of the end of 2024, the Group had **425 full-time employees**, a decrease from **466** in 2023. The overall employee turnover rate decreased from **28.1%** in FY2023 to **21.5%** in FY2024[169](index=169&type=chunk)[174](index=174&type=chunk) - The Group achieved its goal of **zero work-related fatalities** over the past three years, including the reporting period. During the reporting period, the number of days lost due to **14 work-related accidents** was **1,320 days**, a decrease from **2,154 days** last year[177](index=177&type=chunk) - The Group prohibits the use of child or forced labor and ensures compliance through verification of identity documents and background checks[185](index=185&type=chunk) - The Group has formulated anti-corruption policies and grievance procedures, and provided anti-corruption training to all newly appointed directors and all employees[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk) [Directors' Report](index=72&type=section&id=Directors'%20Report) The Board does not recommend the payment of any final dividend for the year ended December 31, 2024 - The Board does not recommend the payment of any final dividend for the year ended December 31, 2024[203](index=203&type=chunk) - As at December 31, 2024, the company's distributable reserves were approximately **HK$155 million**[206](index=206&type=chunk) Revenue Contribution from Major Customers (For the year ended December 31, 2024) | Customer | Percentage of Total Revenue | | :--- | :--- | | Largest Customer | 36.4% | | Top Five Largest Customers Total | 74.3% | - The company adopted a share option scheme in June 2023, with a validity period of **10 years**. As at December 31, 2024, no share options had been granted, exercised, lapsed, or cancelled under the scheme[226](index=226&type=chunk)[228](index=228&type=chunk) [Independent Auditor's Report](index=80&type=section&id=Independent%20Auditor's%20Report) [Qualified Opinion](index=80&type=section&id=Qualified%20Opinion) The auditor issued a qualified opinion on the 2024 consolidated financial statements. The primary reason is the auditor's inability to obtain sufficient audit evidence to determine the appropriateness of classifying the Group's 52% equity investment in Taishan Jiujiu Company in Laos as an associate and accounting for it using the equity method. This uncertainty may have corresponding implications for the Group's consolidated financial performance, cash flows, and financial position - The auditor issued a qualified opinion, stating that due to insufficient audit evidence to confirm the company's significant influence over the Laos investee, it was unable to determine the appropriateness of accounting for the **52% equity stake** as an interest in an associate[245](index=245&type=chunk) - This qualified opinion pertains to the "interest in an associate" investment with a carrying amount of approximately **HK$24.74 million** as at December 31, 2024, and the share of results of an associate of approximately **HK$1.67 million** recognized in profit or loss during the year[245](index=245&type=chunk) [Key Audit Matters](index=81&type=section&id=Key%20Audit%20Matters) Aside from the matter leading to the qualified opinion, the key audit matter identified by the auditor is the "Impairment assessment of non-financial assets of the coal mining cash-generating unit." This was designated as a key audit matter because the impairment assessment involves significant management judgments and key assumptions (such as inflation rate, discount rate) regarding future cash flows, and has a material impact on the financial statements. The auditor has evaluated, discussed, and verified this matter - The key audit matter is the impairment assessment of non-financial assets (including property, plant and equipment, intangible assets, and right-of-use assets) of the coal mining cash-generating unit[249](index=249&type=chunk) - This matter is key because the impairment assessment has a significant impact on the consolidated financial statements and involves significant management judgments and estimates regarding future cash flows, inflation rates, discount rates, etc., when using the value-in-use method[249](index=249&type=chunk) [Consolidated Financial Statements](index=85&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=85&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended December 31, 2024, the Group recorded revenue of HK$181 million, a 3.7% year-on-year decrease. Gross profit was HK$67.47 million, a 3.5% year-on-year increase. However, due to a significant increase in administrative expenses and the recognition of multiple asset impairment losses (totaling approximately HK$26 million), operating loss expanded from HK$32.01 million to HK$66.81 million. Ultimately, the loss for the year was HK$63.78 million, with the loss attributable to owners of the company being HK$50.77 million Summary of Consolidated Statement of Profit or Loss | Metric (HK$ Thousand) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 180,934 | 187,960 | | Gross Profit | 67,469 | 65,211 | | Operating Loss | (66,805) | (32,009) | | Loss for the year | (63,783) | (33,610) | | Loss attributable to owners of the Company | (50,768) | (23,734) | [Consolidated Statement of Financial Position](index=87&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As at December 31, 2024, the Group's total assets were HK$285 million, a 7.3% decrease from HK$307 million in the prior year. Total liabilities were HK$96.42 million, a 12.1% year-on-year decrease. Net assets stood at HK$188 million. Non-current assets saw the addition of an "interest in an associate" investment of approximately HK$24.74 million. Bank and cash balances within current assets decreased to HK$73.41 million Summary of Consolidated Statement of Financial Position | Metric (HK$ Thousand) | 2024 | 2023 | | :--- | :--- | :--- | | Total Assets | 284,673 | 307,225 | | Total Liabilities | 96,423 | 109,737 | | **Net Assets** | **188,250** | **197,488** | | Equity attributable to owners of the Company | 144,163 | 138,598 | [Consolidated Statement of Cash Flows](index=90&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2024, the Group's net cash outflow from operating activities was HK$0.62 million, compared to a net inflow of HK$6.33 million last year. Net cash outflow from investing activities surged to HK$77.8 million, primarily for acquiring an associate, providing loans to an associate, and purchasing property, plant, and equipment. Net cash inflow from financing activities was HK$58.67 million, mainly from the placement of new shares. The combined effect resulted in a net decrease in cash and cash equivalents of HK$19.76 million during the year, with an ending balance of HK$73.41 million Summary of Consolidated Statement of Cash Flows | Metric (HK$ Thousand) | 2024 | 2023 | | :--- | :--- | :--- | | Net cash from operating activities | (620) | 6,325 | | Net cash used in investing activities | (77,804) | (26,527) | | Net cash from / (used in) financing activities | 58,666 | (945) | | **Net change in cash and cash equivalents** | **(19,758)** | **(21,147)** | | Cash and cash equivalents at December 31 | 73,412 | 95,359 | [Notes to the Consolidated Financial Statements](index=92&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations and supplementary information on the Group's accounting policies, financial risk management, segment information, details of various assets and liabilities, related party transactions, and capital commitments. Key notes include critical assumptions for impairment assessment of non-financial assets (Note 17), accounting treatment and related risks for the investment in the Laos associate (Note 18), changes in share capital (Note 31), and financial information of major subsidiaries (Note 36)

Royal Deluxe Holdings Limited 年報 2025 (Incorporated in the Cayman Islands with limited liability) Royal Deluxe Holdings Limited Stock code: 3789 Annual Report 2025 R O Y A L D E L U X E H O L D NI G S LIMIT E D 御 佳 控 股 有 限 公 司 Annual Report 2025 目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 3 | | 財務摘要 | 5 | | 管理層討論及分析 | 7 | | 董事及高級管理層履歷詳情 | 17 | | 企業管治報告 | 21 | | 董事會報告 | 37 | | 獨立核數師報告 | 49 | | 綜合損益及其他全面收益表 | 54 | | 綜合財務狀況表 | 55 | | 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 | | 財務概要 | 106 | 1 御佳控股有限公司 • 二零二五 ...

目 錄 CONTENTS 2 公司資料 Corporate Information 4 摘要及財務日誌 Highlights and Financial Calendar 8 主席報告 Chairman's Statement 18 業績回顧 Results Overview 20 財務回顧 Financial Review 23 董事個人資料 Profile of Directors 28 董事會報告 Report of the Directors 45 企業管治報告 Corporate Governance Report 72 獨立核數師報告 Independent Auditor's Report 78 綜合損益表 Consolidated Statement of Profit or Loss 79 綜合損益及其他全面 收益表 Consolidated Statement of Profit or Loss and Other Comprehensive Income 80 綜合財務狀況表 Consolidated Statement of Financial Position 82 綜合權益變動表 ...

[Corporate Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This section lists the company's board of directors, professional committees, senior management, legal advisors, auditor, and principal bankers[9](index=9&type=chunk)[10](index=10&type=chunk)[13](index=13&type=chunk) [Significant Events in FY2025](index=6&type=section&id=%E4%BA%8C%E9%9B%B6%E4%BA%8C%E4%BA%94%E5%B9%B4%E8%B2%A1%E6%94%BF%E5%B9%B4%E5%BA%A6%E9%87%8D%E5%A4%A7%E4%BA%8B%E4%BB%B6) The Group achieved key milestones in project delivery, new launches, capital market activities, and asset disposals this fiscal year[17](index=17&type=chunk)[19](index=19&type=chunk)[22](index=22&type=chunk) - **Project Delivery & Opening**: Commenced delivery of Aspen in London, Hyll on Holland in Singapore, and Queen's Wharf Residences (Tower 4) in Brisbane; Dorsett Kai Tak hotel in Hong Kong began its soft opening, and the initial phase of Queen's Wharf integrated resort in Brisbane opened[17](index=17&type=chunk)[21](index=21&type=chunk) - **New Project Launches**: Launched the "THE MORAYS" residential project in Hong Kong, the Kingfisher building at Red Bank Riverside in Manchester, and the 640 Bourke Street project in Melbourne[17](index=17&type=chunk)[22](index=22&type=chunk) - **Capital & Financing**: BC Invest successfully issued two RMBS bonds totaling over A$1 billion; the Group secured its third sustainability-linked loan facility of HK$540 million[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - **Asset Disposal & Restructuring**: Completed the sale of certain UK car parks and entered into agreements to sell its stake in BC Invest and a hotel asset in London to optimize the asset portfolio[19](index=19&type=chunk)[22](index=22&type=chunk) [Financial Highlights](index=8&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) [Income Statement Summary](index=8&type=section&id=%E6%90%8D%E7%9B%8A%E8%A1%A8%E6%91%98%E8%A6%81) In FY2025, revenue decreased by 6.2%, leading to a net loss attributable to shareholders of HK$1.275 billion due to non-cash impairments Income Statement Summary (HK$ million) | Indicator | FY2025 | FY2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 9,572 | 10,204 | -6.2% | | Gross Profit | 2,361 | 2,785 | -15.2% | | Net Profit╱(Loss) Attributable to Shareholders | -1,275 | 226 | N/A | | Adjusted Cash Profit | 266 | 780 | -65.9% | | Total Dividend (HK cents) | 1.0 | 14.0 | -92.9% | [Balance Sheet Summary](index=9&type=section&id=%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8%E6%91%98%E8%A6%81) As of March 31, 2025, total assets and net asset value declined, while the adjusted net gearing ratio remained relatively stable at 67.6% Balance Sheet Summary (HK$ million) | Indicator | 31 March 2025 | 31 March 2024 | Change | | :--- | :--- | :--- | :--- | | Cash Balance and Investment Securities | 3,878 | 4,920 | -21.2% | | Adjusted Total Assets | 61,224 | 65,943 | -7.2% | | Adjusted Net Asset Value Attributable to Shareholders | 28,505 | 30,362 | -6.1% | | Adjusted Net Gearing Ratio (%) | 67.6% | 68.1% | -0.5 p.p. | | Adjusted Net Asset Value Per Share (HK$) | 9.32 | 10.77 | -13.5% | [Chairman and CEO's Statement](index=12&type=section&id=%E4%B8%BB%E5%B8%AD%E5%8F%8A%E8%A1%8C%E6%94%BF%E7%B8%BD%E8%A3%81%E5%A0%B1%E5%91%8A%E6%9B%B8) The statement highlights business resilience, prioritizes deleveraging through asset monetization, and explains the dividend policy amidst economic challenges - Despite economic challenges and non-cash impairments affecting profitability, the Group's **adjusted revenue exceeded HK$10 billion for the second consecutive year**, and it recorded a positive adjusted cash profit, reflecting the resilience of its core businesses[33](index=33&type=chunk) - The Group's top priority is to **reduce its gearing ratio**, which has already seen a decline thanks to recent residential project completions and a solid pre-sale business[35](index=35&type=chunk) - To lower debt levels, the Group is actively executing a non-core asset monetization strategy, having **realized approximately HK$1.2 billion in FY2025**, including its stake in BC Invest and certain UK assets, which is expected to positively impact future financial performance[37](index=37&type=chunk) - To preserve cash and reduce the gearing ratio, the Board has decided not to recommend a final dividend but considers **resuming dividend payments a top priority** as soon as practicable[33](index=33&type=chunk) [Co-Managing Directors' Report](index=16&type=section&id=%E8%81%AF%E5%B8%AD%E8%91%A3%E4%BA%8B%E7%B8%BD%E7%B6%93%E7%90%86%E5%A0%B1%E5%91%8A%E6%9B%B8) [Key Achievements and Business Updates](index=16&type=section&id=%E4%B8%BB%E8%A6%81%E6%88%90%E5%B0%B1%E5%8F%8A%E6%9C%80%E6%96%B0%E6%A5%AD%E5%8B%99%E6%83%85%E6%B3%81) The report reviews FY2025 performance, noting steady hotel revenue growth, strong property development momentum, and strategic initiatives to reduce debt Overview of Business Segment Performance | Business Segment | FY2025 Revenue | Y-o-Y Change | Key Developments | | :--- | :--- | :--- | :--- | | Hotel Operations | Approx. HK$2.1 billion | +2.3% | Opening of Dorsett Kai Tak, Hong Kong; acquisition of 10% stake in a Singapore hotel | | Property Development | Approx. HK$7.2 billion (Adjusted) | +5.3% | Delivery of multiple projects; cumulative pre-sale value reached HK$8.9 billion | | Car Park Operations | HK$713 million | -2.6% | Adjusted gross margin increased to 28.3%; disposal of UK car parks | | Gaming Operations | HK$409 million | +1.6% | Phase one opening of the QWB project's casino | - The Group is actively managing its balance sheet to enhance liquidity and reduce debt by **disposing of non-core assets and businesses** (such as UK car parks, a London hotel asset, and its stake in BC Invest) and accelerating project collections[53](index=53&type=chunk)[59](index=59&type=chunk) [Performance Summary](index=19&type=section&id=%E6%A5%AD%E7%B8%BE%E6%91%98%E8%A6%81) In FY2025, the Group reported a 6.2% decline in revenue to HK$9.6 billion but a 3.8% increase in adjusted revenue to HK$10.6 billion FY2025 Performance Summary | Indicator | Amount | Y-o-Y Change | | :--- | :--- | :--- | | Revenue | Approx. HK$9.6 billion | -6.2% | | Adjusted Revenue | Approx. HK$10.6 billion | +3.8% | | Net Loss Attributable to Shareholders | Approx. HK$1.275 billion | From profit to loss | | Adjusted Cash Profit | Approx. HK$2.66 billion | -65.9% | | Adjusted Net Asset Value Per Share | HK$9.32 | -13.5% | | Full-Year Dividend | 1.0 HK cent per share | -92.9% | [Capital Structure](index=20&type=section&id=%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The Group improved its capital structure by reducing total borrowings by HK$2.391 billion, with the adjusted net gearing ratio decreasing to 67.6% - **Total bank loans, notes, and bonds decreased by approximately HK$2.391 billion** year-on-year, mainly due to the repayment of construction loans upon project completion[60](index=60&type=chunk) - The **adjusted net gearing ratio decreased to 67.6%**; excluding the impact of impairments, the pro-forma ratio would have fallen to 65.8%, reflecting the actual effectiveness of debt reduction efforts[60](index=60&type=chunk) - The Group possesses approximately **HK$4.6 billion in unencumbered hotel assets and unsold inventory**, which can be used to raise additional funds and enhance financial flexibility[60](index=60&type=chunk) [Outlook](index=21&type=section&id=%E5%89%8D%E6%99%AF) The Group is optimistic for FY2026, anticipating significant contributions from major project completions and continued growth in the hotel business - In property development, projects expected to be completed in FY2026, such as Victoria Riverside and THE MORAYS, will **generate significant revenue and cash flow**, contributing to debt reduction, with a cumulative pre-sale value of HK$8.9 billion securing future performance[66](index=66&type=chunk) - The hotel business will continue to expand, with approximately **305 rooms expected to be added in the next 12 months**; the strategic location of Dorsett Kai Tak in Hong Kong is set to gradually contribute to recurring income[67](index=67&type=chunk) - The Group anticipates a **decrease in financing costs** and is optimistic about achieving fruitful returns in FY2026, committed to creating sustainable long-term value for stakeholders[69](index=69&type=chunk) [Directors and Senior Management Profile](index=23&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4%E7%B0%A1%E4%BB%8B) This section details the backgrounds and responsibilities of the company's executive directors, INEDs, and senior management team[71](index=71&type=chunk)[73](index=73&type=chunk)[78](index=78&type=chunk)[84](index=84&type=chunk) [Five-Year Financial Summary](index=30&type=section&id=%E4%BA%94%E5%B9%B4%E8%B2%A1%E5%8B%99%E6%A6%82%E8%A6%81) This section presents a five-year summary of the Group's key performance, assets, and liabilities, highlighting financial trends from FY2021 to FY2025 Five-Year Financial Summary (HK$'000) | Indicator | FY2025 | FY2024 | FY2023 | FY2022 | FY2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Performance** | | | | | | | Revenue | 9,572,234 | 10,203,679 | 6,478,958 | 5,895,636 | 5,943,694 | | Profit╱(Loss) Before Tax | (897,601) | 585,437 | 729,748 | 1,853,727 | 1,265,827 | | Profit╱(Loss) for the Year | (999,695) | 450,701 | 380,212 | 1,510,536 | 805,740 | | Basic Earnings╱(Loss) Per Share (HK cents) | (41.7) | 8.2 | 6.4 | 49.2 | 20.8 | | **Assets and Liabilities** | | | | | | | Total Assets | 42,543,356 | 47,261,297 | 53,422,780 | 54,804,316 | 49,900,788 | | Total Liabilities | (29,444,808) | (32,389,953) | (37,774,568) | (36,894,384) | (32,846,525) | | Owners' Funds | 12,793,500 | 14,583,163 | 15,258,728 | 17,533,321 | 16,680,933 | [Management Discussion and Analysis](index=31&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Financial Review](index=31&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This section analyzes financial performance, liquidity, and capital structure, noting a revenue decline and net loss but successful debt reduction efforts [1. Profit and Loss Analysis](index=31&type=section&id=1.%20%E6%BA%A2%E5%88%A9%E5%8F%8A%E8%99%A7%E6%90%8D%E5%88%86%E6%9E%90) FY2025 consolidated revenue was HK$9.57 billion, with a net loss attributable to shareholders of HK$1.275 billion due to financing costs and one-off expenses Revenue and Adjusted Gross Margin by Business Segment (FY2025) | Business Segment | Revenue (HK$ million) | Adjusted Gross Margin (%) | | :--- | :--- | :--- | | Property Development | 6,179 | 26.0% | | Hotel Operations and Management | 2,077 | 44.4% | | Car Park Operations and Facilities Management | 713 | 28.3% | | Gaming Operations | 409 | 43.0% | - Despite solid revenue performance, the Group's overall profitability was significantly impacted by **financing costs and various one-off, non-operating expenses**, leading to a net loss attributable to shareholders[105](index=105&type=chunk) [2. Liquidity, Financial Resources and Net Gearing](index=33&type=section&id=2.%20%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E6%B7%A8%E9%A1%8D) The Group reduced total borrowings by HK$2.391 billion to HK$25.371 billion, with an adjusted net gearing ratio of 67.6% as of March 31, 2025 Key Balance Sheet Metrics (HK$ million) | Indicator | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Total Bank Loans, Notes and Bonds | 25,371 | 27,762 | | Liquidity Position | 3,878 | 4,920 | | Net Debt | 21,493 | 22,842 | | Adjusted Net Gearing Ratio | 67.6% | 68.1% | - The Group implemented several strategies to reduce debt, including: - **Accelerating project completion**: Expediting delivery of projects like Perth Hub and Queen's Wharf Residences to repay construction loans - **Actively monetizing inventory**: Promoting cash inflow through the sale of existing stock - **Disposing of non-core assets**: Realizing approximately HK$1.2 billion from non-core assets and businesses, such as UK car parks and the BC Invest stake - **Enhancing the hotel portfolio**: New hotel openings contributing cash flow and strengthening recurring income[112](index=112&type=chunk)[114](index=114&type=chunk) [3. Foreign Exchange Management](index=37&type=section&id=3.%20%E5%A4%96%E5%8C%AF%E7%AE%A1%E7%90%86) The Group's financial performance is exposed to foreign currency fluctuations, with details provided on the impact of exchange rate changes on profit and net assets - The Group hedges its investment risk in non-Hong Kong operations by borrowing in local currencies; in FY2025, exchange rate fluctuations of major currencies like AUD, RMB, and GBP against HKD impacted both the income statement and balance sheet[123](index=123&type=chunk) [4. Net Asset Value Per Share](index=38&type=section&id=4.%20%E6%AF%8F%E8%82%A1%E8%B3%87%E7%94%A2%E6%B7%A8%E5%80%BC) As of March 31, 2025, the adjusted net asset value per share was HK$9.32, based on an adjusted NAV of HK$28.505 billion Net Asset Value Per Share | Indicator | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Adjusted Net Asset Value Attributable to Shareholders (HK$ million) | 28,505 | 30,362 | | Number of Issued Shares (million) | 3,059 | 2,818 | | Adjusted Net Asset Value Per Share (HK$) | 9.32 | 10.77 | [5. Capital Expenditure](index=39&type=section&id=5.%20%E8%B3%87%E6%9C%AC%E9%96%8B%E6%94%AF) Capital expenditure for FY2025 was approximately HK$798 million, primarily for hotel projects, with commitments expected to decrease significantly next year - **FY2025 capital expenditure was approximately HK$798 million**, mainly for the construction of Dorsett Canary Wharf, Dao by Dorsett North London, and Dorsett Perth[129](index=129&type=chunk) - **Capital commitments stood at approximately HK$1.387 billion**, primarily for hotel development projects, and are expected to decrease substantially in the next fiscal year[130](index=130&type=chunk) [Business Review](index=40&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) This section reviews the operational performance of core business segments, including property development, hotels, car parks, and gaming [1. Property Segment](index=40&type=section&id=1.%20%E7%89%A9%E6%A5%AD%E5%88%86%E9%83%A8) The property segment maintains a strong pipeline with a cumulative pre-sale value of HK$8.9 billion and an estimated GDV of HK$61 billion - As of March 31, 2025, the **cumulative attributable pre-sale value and unbooked contracted sales of properties under development was approximately HK$8.9 billion**, providing a solid foundation for future performance[134](index=134&type=chunk) - The Group's active residential property development projects have an **expected attributable gross development value (GDV) of approximately HK$61 billion**, with projects spanning multiple markets including Australia, the UK, Hong Kong, and Malaysia[137](index=137&type=chunk)[142](index=142&type=chunk) [2. Hotel Operations and Management](index=53&type=section&id=2.%20%E9%85%92%E5%BA%97%E6%A5%AD%E5%8B%99%E5%8F%8A%E7%AE%A1%E7%90%86) The hotel segment, with 35 hotels, saw a slight revenue increase to HK$1.918 billion, though performance varied across different regions Dorsett Group FY2025 Operational Performance | Indicator | FY2025 | FY2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue (HK$ million) | 1,918 | 1,869 | +2.6% | | Occupancy Rate | 72.9% | 73.5% | -0.6 ppt | | Average Room Rate (HK$) | 785 | 783 | +0.3% | | RevPAR (HK$) | 572 | 576 | -0.7% | - The **Hong Kong market recovered slower than expected** due to a shift in travel patterns of Mainland tourists towards "same-day trips" and an increase in local residents traveling north, leading to a decline in both occupancy and average room rates[191](index=191&type=chunk)[194](index=194&type=chunk) - The **Malaysian and Australian markets showed strong performance**, with both revenue and occupancy rates recording growth, demonstrating the resilience of the geographical diversification strategy[191](index=191&type=chunk)[196](index=196&type=chunk)[208](index=208&type=chunk) [3. Car Park Operations and Facilities Management](index=58&type=section&id=3.%20%E5%81%9C%E8%BB%8A%E5%A0%B4%E6%A5%AD%E5%8B%99%E5%8F%8A%E8%A8%AD%E6%96%BD%E7%AE%A1%E7%90%86) Car park revenue decreased by 2.6% to HK$713 million due to portfolio optimization, but adjusted gross margin significantly improved to 28.3% - Although revenue decreased by 2.6% due to the disposal of underperforming car parks, the **adjusted gross margin improved from 20.8% to 28.3%**, indicating enhanced operational efficiency[212](index=212&type=chunk) - As part of its asset monetization strategy, the Group **sold its car park in Manchester, UK, for approximately £17.24 million**[213](index=213&type=chunk) [4. Gaming Operations and Facilities Management](index=58&type=section&id=4.%20%E5%8D%9A%E5%BD%A9%E6%A5%AD%E5%8B%99%E5%8F%8A%E8%A8%AD%E6%96%BD%E7%AE%A1%E7%90%86) Gaming revenue grew by 1.6% to HK$409 million, supported by the successful phase one opening of the QWB project in Brisbane - **Palasino Group's gaming revenue increased slightly by 1.6% to HK$409 million**, mainly driven by an increase in the number of slot machines and gaming attendance[214](index=214&type=chunk) - The **first phase of the casino at the QWB project**, in which the Group holds a 25% stake, successfully opened in August 2024 with a positive market response, laying the foundation for future cash flow growth[220](index=220&type=chunk)[221](index=221&type=chunk) [5. Provision of Mortgage Services](index=60&type=section&id=5.%20%E6%8F%90%E4%BE%9B%E6%8C%89%E6%8F%AD%E6%9C%8D%E5%8B%99) The Group has agreed to divest its entire stake in BC Invest as part of its strategy to dispose of non-core assets - The Group has entered into an agreement to **sell its 53.21% stake in BC Invest** for an initial consideration of approximately A$106 million, expecting to record a disposal gain of approximately HK$235 million in the first half of FY2026[224](index=224&type=chunk) - Post year-end, in May 2025, the Group **disposed of its mortgage portfolio in Hong Kong for approximately HK$485 million**, further increasing its liquidity[225](index=225&type=chunk) [Environmental, Social and Governance (ESG)](index=61&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB) The Group is advancing its ESG agenda by developing a net-zero roadmap and securing a HK$540 million sustainability-linked loan - Following the TCFD framework, the Group has **engaged an independent professional firm to conduct a climate risk analysis** to identify significant climate-related risks and opportunities and integrate them into its risk management and strategic framework[227](index=227&type=chunk) - The Group successfully arranged its **third sustainability-linked loan of HK$540 million**, linking interest rates to ESG key performance indicators, with interest savings to be reinvested in the Group's ESG initiatives[228](index=228&type=chunk) [Outlook](index=61&type=section&id=%E5%B1%95%E6%9C%9B) The Group is confident about FY2026, expecting significant cash flow from project completions to drive deleveraging and create long-term shareholder value - Projects expected to be completed in FY2026 (such as THE MORAYS and Victoria Riverside) have an **attributable GDV of approximately HK$12 billion**, which will provide solid revenue and cash flow for deleveraging[229](index=229&type=chunk) - The **cumulative attributable pre-sale and unbooked sales value remains at approximately HK$8.9 billion**, providing visibility for near- to medium-term revenue[230](index=230&type=chunk) - The hotel business will further expand with the opening of two new hotels in London, while the QWB project and Palasino gaming operations are expected to deliver long-term value and growth opportunities[231](index=231&type=chunk)[232](index=232&type=chunk) [Non-GAAP Financial Measures](index=64&type=section&id=%E9%9D%9E%E5%85%AC%E8%AA%8D%E6%9C%83%E8%A8%88%E5%8E%9F%E5%89%87%E8%B2%A1%E5%8B%99%E8%A8%88%E9%87%8F) [Non-GAAP Financial Measures](index=64&type=section&id=%E9%9D%9E%E5%85%AC%E8%AA%8D%E6%9C%83%E8%A8%88%E5%8E%9F%E5%89%87%E8%B2%A1%E5%8B%99%E8%A8%88%E9%87%8F) This section provides definitions and reconciliations for non-GAAP measures like adjusted cash profit to offer a clearer view of core operating performance Reconciliation of (Loss)/Profit Attributable to Shareholders to Adjusted Cash Profit (HK$'000) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | **(Loss)╱Profit Attributable to Shareholders of the Company** | **(1,275,122)** | **226,100** | | Less: Change in fair value of investment properties (after tax) | 210,368 | (3,324) | | Add: Impairment loss on properties held for sale | 311,065 | – | | Add: Impairment loss recognised by associates and joint ventures | 465,875 | – | | Add: Depreciation and impairment of property, plant and equipment | 487,224 | 499,044 | | Other adjustments | (433,403) | 58,469 | | **Adjusted Cash Profit (Non-GAAP)** | **266,007** | **780,289** | Reconciliation of Adjusted Net Gearing Ratio (HK$ million) | Item | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Total Equity | 13,099 | 14,871 | | Add: Hotel revaluation surplus | 18,681 | 18,682 | | **Adjusted Total Equity (Non-GAAP)** | **31,780** | **33,553** | | Net Debt | 21,493 | 22,842 | | **Adjusted Net Gearing Ratio (Non-GAAP)** | **67.6%** | **68.1%** | [Awards and Honours](index=68&type=section&id=%E7%8D%8E%E9%A0%85%E5%8F%8A%E6%A6%AE%E8%AD%BD) This section lists the numerous awards received by the Group during the year, recognizing its excellence in corporate governance, IR, ESG, and brand value[253](index=253&type=chunk)[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk) [Diversified and Balanced Business Portfolio](index=78&type=section&id=%E5%A4%9A%E5%85%83%E5%8C%96%E5%8F%8A%E5%9D%87%E8%A1%A1%E4%B9%8B%E6%A5%AD%E5%8B%99%E7%B5%84%E5%90%88) The Group operates a diversified business portfolio across property, hotels, car parks, and gaming, with a geographical footprint in Asia-Pacific and Europe[304](index=304&type=chunk)[308](index=308&type=chunk)[310](index=310&type=chunk) [Major Projects](index=80&type=section&id=%E4%B8%BB%E8%A6%81%E9%A0%85%E7%9B%AE) This section showcases the Group's flagship residential, mixed-use, and hotel projects across its key global markets[313](index=313&type=chunk)[318](index=318&type=chunk)[321](index=321&type=chunk)[334](index=334&type=chunk) [Directors' Report](index=92&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) This report provides statutory disclosures on the Group's principal activities, financial results, dividend policy, share capital, and corporate governance - The Board of Directors' report outlines the Group's principal activities, financial performance, dividend policy, share capital changes, and other statutory disclosures[376](index=376&type=chunk)[377](index=377&type=chunk) - Due to the loss recorded in FY2025 and to preserve cash, the Board **resolved not to recommend a final dividend**, bringing the full-year dividend to 1.0 HK cent per share[382](index=382&type=chunk) - The report confirms that as of March 31, 2025, the Chairman and CEO, Mr. David CHIU, held an aggregate interest of **approximately 56.12% of the Company's shares** through controlled corporations and other means[413](index=413&type=chunk)[417](index=417&type=chunk) [Corporate Governance Report](index=104&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A%E6%9B%B8) This report details the company's corporate governance framework, confirming compliance with the CG Code and explaining the roles of the board and its committees - The report confirms that for the year ended March 31, 2025, the Company **complied with the code provisions of the Corporate Governance Code**, with the only deviation being the roles of Chairman and CEO being held by the same individual (Mr. David CHIU), which the Board believes provides strong and consistent leadership[439](index=439&type=chunk)[443](index=443&type=chunk) - The Board has established an **Executive Committee, ESG Steering Committee, Audit Committee, Remuneration Committee, and Nomination Committee**, each with clear written terms of reference reporting to the Board[453](index=453&type=chunk) - The Board confirms it has established and annually reviewed an **effective risk management and internal control system**, covering procedures for risk identification, assessment, response, and monitoring, and has an anti-corruption and whistleblowing policy in place[471](index=471&type=chunk)[481](index=481&type=chunk) [Financial Statements and Notes](index=116&type=section&id=%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E5%8F%8A%E9%99%84%E8%A8%BB) [Independent Auditor's Report](index=116&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A%E6%9B%B8) The auditor, Deloitte, issued an unqualified opinion on the financial statements, identifying the valuation of investment properties as a key audit matter - The auditor, Deloitte, issued an **unqualified opinion** on the consolidated financial statements for the year[492](index=492&type=chunk) - The **"Valuation of investment properties" was identified as a key audit matter** due to its carrying amount of HK$5.825 billion (approx. 13.7% of total assets) and the significant judgment and estimation involved in determining its fair value[494](index=494&type=chunk)[495](index=495&type=chunk) [Consolidated Financial Statements](index=121&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the detailed consolidated income statement, balance sheet, and statements of equity changes and cash flows for the fiscal year Key Data from Consolidated Income Statement (HK$'000) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 9,572,234 | 10,203,679 | | Gross Profit | 2,360,653 | 2,784,757 | | (Loss) Profit Before Tax | (897,601) | 585,437 | | (Loss) Profit for the Year | (999,695) | 450,701 | | (Loss) Attributable to Shareholders of the Company | (1,275,122) | 226,100 | Key Data from Consolidated Balance Sheet (HK$'000) | Item | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | Total Assets | 42,543,356 | 47,261,297 | | Total Liabilities | 29,444,808 | 32,389,953 | | Total Equity | 13,098,548 | 14,871,344 | [Notes to the Consolidated Financial Statements](index=129&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) The notes provide detailed explanations of accounting policies, segment information, and breakdowns of assets and liabilities, crucial for understanding the financial statements - **Note 6** provides a detailed breakdown of revenue, results, and assets for each business segment (Property Development, Hotels, Car Parks, Gaming) and geographical region (Australia, Hong Kong, UK)[587](index=587&type=chunk)[589](index=589&type=chunk) - **Note 16** discloses that the fair value of investment properties is HK$5.825 billion, with a fair value loss of HK$236 million recorded for the year[632](index=632&type=chunk) - **Notes 31 and 34** detail the breakdown, maturity profile, and interest rates of bank borrowings and notes, totaling approximately HK$25.37 billion[687](index=687&type=chunk)[694](index=694&type=chunk) [Schedule of Major Properties](index=234&type=section&id=%E4%B8%BB%E8%A6%81%E7%89%A9%E6%A5%AD%E4%B8%80%E8%A6%BD%E8%A1%A8) This section provides a detailed list of the Group's major properties worldwide, categorized by type and including details on location, interest, and status[776](index=776&type=chunk)[801](index=801&type=chunk)[823](index=823&type=chunk) [Glossary](index=262&type=section&id=%E5%AD%97%E5%BD%99) This section defines specific terms, abbreviations, and definitions used throughout the report to aid reader comprehension[832](index=832&type=chunk)[834](index=834&type=chunk)[835](index=835&type=chunk)

執行董事 盧源昌 （主席） 盧奕昌 非執行董事 陳惠英 獨立非執行董事 梁威達 勞敏慈 周懷蓉 蘇其威 （於二零二四年七月十五日獲委任） | 目錄 | 頁次 | | --- | --- | | 公司資料 | 2 | | 主席報告 | 3 | | 管理層討論及分析 | 4 | | 董事及高級管理層 | 9 | | 董事會報告 | 12 | | 企業管治報告 | 20 | | 環境、社會及管治報告 | 31 | | 獨立核數師報告 | 48 | | 綜合損益及其他全面收益表 | 52 | | 綜合財務狀況表 | 53 | | 綜合權益變動表 | 54 | | 綜合現金流量表 | 55 | | 綜合財務報表附註 | 56 | 財務概要 102 公司資料 董事會 審核委員會 梁威達 （主席） 陳惠英 周懷蓉 勞敏慈 蘇其威 （於二零二四年七月十五日獲委任） 薪酬委員會 周懷蓉 （主席） 盧源昌 梁威達 勞敏慈 蘇其威 （於二零二四年七月十五日獲委任） 提名委員會 盧源昌 （主席） 盧奕昌 周懷蓉 梁威達 勞敏慈 蘇其威 （於二零二四年七月十五日獲委任） 授權代表 盧源昌 羅蔚婷 公司秘書 羅蔚婷 律師事務所 陳馮吳律 ...