WMHW Holdings Limited 萬民好物控股有限公司 (於開曼群島註冊成立的有限公司) 股份代號 : 8217 2025 年 報 香港聯合交易所有限公司（「聯交所」）GEM 的特色 GEM 的定位，乃為較於聯交所上市的其他公司帶有較高投資風險的中小型公司提供一個上市的市場。有意投 資者應了解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。 由於GEM 上市的公司一般為中小型公司，在GEM 買賣的證券可能會承受較於主板買賣的證券為高的市場波動 風險，同時亦無法保證在GEM 買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明 確表示概不就因本報告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。 本報告載有遵照聯交所 GEM 證券上市規則（「GEM 上市規則」）規定提供的詳情，旨在提供有關萬民好物控股 有限公司（「本公司」）及其附屬公司（統稱「本集團」）的資料，而本公司董事（「董事」）願就本報告共同及個別 承擔全部責任。董事經作出一切合理查詢後確認，就彼等所深知及確信，本報告所載資料在各重 ...

[Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) [Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) The Group's revenue remained stable year-over-year due to existing contracts and major project completions like the Kai Tak Sports Park, despite challenges from global uncertainties and intense competition in the Hong Kong construction industry - The Hong Kong economy remains under pressure, with reduced demand for new construction projects leading to intense market competition and squeezed profit margins[11](index=11&type=chunk)[16](index=16&type=chunk) - Despite the economic slowdown, the Group's revenue remained stable year-over-year, supported by contracts secured in previous years and the successful completion of several major projects in 2024, such as the Kai Tak Sports Park roof renovation[12](index=12&type=chunk)[13](index=13&type=chunk)[16](index=16&type=chunk) - The Board recommends a final dividend of **0.3 HK cents per share**[15](index=15&type=chunk)[17](index=17&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) [BUSINESS REVIEW](index=6&type=section&id=BUSINESS%20REVIEW) The Group's core business in structural engineering and building materials remained unchanged, with revenue slightly increasing by 0.3% to HK$667.7 million, driven by progress on key projects | Indicator | FY2025 (HK$ million) | FY2024 (HK$ million) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 667.7 | 666.0 | +0.3% | Major Contributing Projects in FY2025 | Project Name | Revenue Recognized (HK$ million) | Status (as of 2025/3/31) | | :--- | :--- | :--- | | Façade for office redevelopment in Central | 151.0 | In progress | | Roof renovation for sports facility in Kowloon City | 97.6 | In progress | | Structural steelwork for infrastructure in Kowloon City | 65.6 | In progress | [FUTURE PROSPECTS](index=7&type=section&id=FUTURE%20PROSPECTS) The Group will adjust its bidding strategy to focus on smaller projects and operational efficiency amidst fierce competition, while managing a significant provision for receivables from a customer in liquidation - To cope with intense competition, the Group is adjusting its bidding strategy to prioritize smaller-scale projects and focus on optimizing resource allocation and operational efficiency[26](index=26&type=chunk)[27](index=27&type=chunk) - As of March 31, 2025, the Group had **contracts on hand of approximately HK$369 million**, including several noise barrier and façade projects[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - A provision of approximately **HK$16.5 million** for trade receivables, retention money, and contract assets was recognized, primarily related to a major customer group undergoing liquidation proceedings[28](index=28&type=chunk)[29](index=29&type=chunk) [FINANCIAL REVIEW](index=8&type=section&id=FINANCIAL%20REVIEW) FY2025 revenue was stable at HK$667.7 million, but profit for the year fell 22.0% to HK$36.2 million due to compressed gross margins, a large provision for credit losses, and increased discretionary director bonuses Key Financial Indicators for FY2025 | Indicator | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | HK$667.7 million | HK$666.0 million | +0.3% | | Gross Profit | HK$107.1 million | HK$115.2 million | -7.1% | | Net Profit | HK$36.16 million | HK$46.38 million | -22.0% | | Earnings Per Share | 6.49 HK cents | 8.33 HK cents | -22.1% | | Gross Profit Margin | 16.0% | 17.3% | -1.3pp | | Net Profit Margin | 5.4% | 7.0% | -1.6pp | - The decline in gross profit margin was primarily due to **intense competition in the construction market**, which compressed profit margins[35](index=35&type=chunk)[40](index=40&type=chunk) - Administrative and other operating expenses increased by HK$4.2 million, mainly due to a **HK$4.0 million increase in discretionary director bonuses**, which was calculated without considering the HK$16.5 million provision for the customer's liquidation as it was deemed an isolated event[37](index=37&type=chunk)[42](index=42&type=chunk) - The **22.0% decrease in profit for the year** was mainly attributable to the increased provision for credit losses on receivables and the rise in discretionary director bonuses[45](index=45&type=chunk)[49](index=49&type=chunk) [LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE](index=10&type=section&id=LIQUIDITY%2C%20FINANCIAL%20RESOURCES%20AND%20CAPITAL%20STRUCTURE) The Group maintains sufficient liquidity through operating cash flows and short-term borrowings, improving its current ratio to 2.4 and reducing its gearing ratio to 5.0% after repaying all bank loans Liquidity Indicators (as of March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Current Assets | HK$413.3 million | HK$506.7 million | | Current Liabilities | HK$169.9 million | HK$230.1 million | | Current Ratio | 2.4 times | 2.2 times | - As of March 31, 2025, the Group had total cash and bank balances of approximately **HK$120 million** and unutilized banking facilities of approximately **HK$207 million**[55](index=55&type=chunk)[63](index=63&type=chunk) - The **gearing ratio decreased from 6.4% to 5.0%**, primarily due to improved liquidity and the repayment of all bank borrowings by year-end[58](index=58&type=chunk)[64](index=64&type=chunk) [Biography of Directors and Senior Management](index=13&type=section&id=Biography%20of%20Directors%20and%20Senior%20Management) [EXECUTIVE DIRECTORS](index=13&type=section&id=EXECUTIVE%20DIRECTORS) The executive team comprises Chairman Mr Yip Pak Hung and CEO Mr Wai Yat Kin, both co-founders with over 30 years of industry experience, responsible for overall management and strategic planning - **Mr Yip Pak Hung**, Chairman, is primarily responsible for the Group's overall management and corporate policy formulation, with over 30 years of experience in structural engineering and construction[77](index=77&type=chunk)[78](index=78&type=chunk) - **Mr Wai Yat Kin**, CEO and co-founder, is primarily responsible for overall strategic planning, management, and administration, with over 35 years of experience in structural engineering and construction[79](index=79&type=chunk)[80](index=80&type=chunk) [INDEPENDENT NON-EXECUTIVE DIRECTORS](index=14&type=section&id=INDEPENDENT%20NON-EXECUTIVE%20DIRECTORS) The independent non-executive director team provides independent judgment on strategy and performance, bringing diverse expertise from accounting, business, academia, and structural engineering - **Ms Lai Pik Chi, Peggy**, Chairlady of the Audit Committee, has over 30 years of experience in auditing, accounting, and financial management and is a fellow member of the ACCA[83](index=83&type=chunk)[84](index=84&type=chunk) - **Dr Kwan Chi Ming**, appointed as an Independent Non-executive Director on January 1, 2025, has over 40 years of experience in structural engineering and consultancy, having previously worked for the Buildings Department of the HKSAR Government[91](index=91&type=chunk)[92](index=92&type=chunk) [SENIOR MANAGEMENT](index=16&type=section&id=SENIOR%20MANAGEMENT) The senior management team, consisting of the General Manager and Commercial Director, leverages over 30 years of individual industry experience to oversee the building materials and construction project divisions - **Mr Liu Yuen Wai**, General Manager, is primarily responsible for overseeing the management and operations of the building materials trading business division, with over 30 years of experience[95](index=95&type=chunk)[96](index=96&type=chunk) - **Mr Chan Chi Ming**, Commercial Director, is primarily responsible for the overall management, quality control, and safety supervision of design and build projects, with over 30 years of experience[97](index=97&type=chunk)[98](index=98&type=chunk) [Corporate Governance Report](index=17&type=section&id=Corporate%20Governance%20Report) [COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE](index=17&type=section&id=COMPLIANCE%20WITH%20THE%20CORPORATE%20GOVERNANCE%20CODE) The company has maintained high corporate governance standards, complying with all code provisions of the Corporate Governance Code and separating the roles of Chairman and CEO - The Company has **complied with all code provisions** of the Corporate Governance Code during the year[103](index=103&type=chunk)[107](index=107&type=chunk) - The roles of Chairman (Mr Yip Pak Hung) and CEO (Mr Wai Yat Kin) are held by different individuals, in compliance with the code, which the Board believes enables effective decision-making[104](index=104&type=chunk)[105](index=105&type=chunk)[108](index=108&type=chunk) [BOARD OF DIRECTORS](index=18&type=section&id=BOARD%20OF%20DIRECTORS) The Board, comprising two executive and four independent non-executive directors, oversees group strategy and has enhanced its independence by appointing a new member as founding INEDs reached their nine-year tenure Board Meeting Attendance Record (FY2025) | Director Name | Position | Board Meeting Attendance | General Meeting Attendance | | :--- | :--- | :--- | :--- | | Mr Yip Pak Hung | Chairman, Executive Director | 4/4 | 1/1 | | Mr Wai Yat Kin | CEO, Executive Director | 4/4 | 1/1 | | Ms Lai Pik Chi, Peggy | Independent Non-executive Director | 4/4 | 1/1 | | Mr Lam Chi Wai | Independent Non-executive Director | 4/4 | 1/1 | | Dr Yeung Kit Ming | Independent Non-executive Director | 4/4 | 1/1 | | Dr Kwan Chi Ming | Independent Non-executive Director | 3/3 | N/A | - The Board, recognizing that the founding Independent Non-executive Directors have served for nine years, has invited Dr Kwan Chi Ming to join the Board to maintain sufficient independence[118](index=118&type=chunk)[120](index=120&type=chunk) [BOARD COMMITTEES](index=20&type=section&id=BOARD%20COMMITTEES) The company's Audit, Remuneration, and Nomination committees, led by experienced directors, fulfilled their respective duties in financial oversight, compensation review, and board composition planning during the year Committee Meeting Attendance Record (FY2025) | Director Name | Audit Committee | Nomination Committee | Remuneration Committee | | :--- | :--- | :--- | :--- | | Ms Lai Pik Chi, Peggy | 4/4 (Chairlady) | 2/2 | 2/2 | | Mr Lam Chi Wai | 4/4 | 2/2 | 2/2 (Chairman) | | Dr Yeung Kit Ming | 4/4 | 2/2 (Chairman) | 2/2 | | Dr Kwan Chi Ming | 2/2 | N/A | N/A | - The Audit Committee reviewed the Group's financial reports, results announcements, and risk management and internal control systems[131](index=131&type=chunk)[132](index=132&type=chunk)[138](index=138&type=chunk) - The Remuneration Committee reviewed employee salary adjustments and discretionary bonuses, and assessed the performance and remuneration of directors[133](index=133&type=chunk)[134](index=134&type=chunk)[140](index=140&type=chunk) [INTERNAL CONTROL AND RISK MANAGEMENT](index=23&type=section&id=INTERNAL%20CONTROL%20AND%20RISK%20MANAGEMENT) The Board oversees risk management and, in the absence of an internal audit department, engages external consultants to annually review its systems, which were deemed effective for the year - The Company does not have an independent internal audit department but **engages external consultants** to review the Group's internal control and risk management systems[155](index=155&type=chunk)[161](index=161&type=chunk) - Based on the review, the Company considers its risk management and internal control functions to have remained **effective and adequate** during the year[156](index=156&type=chunk)[162](index=162&type=chunk) [Directors' Report](index=25&type=section&id=Directors%27%20Report) [PRINCIPAL RISKS AND UNCERTAINTIES](index=25&type=section&id=PRINCIPAL%20RISKS%20AND%20UNCERTAINTIES) The Group's primary risks include potential damage to its reputation, exposure to legal claims, and a high dependency on the cyclical Hong Kong structural engineering and construction market - **Reputation Risk**: Failure to maintain its reputation and brand could adversely affect the business, financial performance, and operating results[180](index=180&type=chunk)[186](index=186&type=chunk) - **Legal Risk**: The Group may face claims or legal proceedings related to personal injury, property damage, or contractual disputes, which could materially impact business operations[181](index=181&type=chunk)[187](index=187&type=chunk) - **Market Dependency Risk**: The Group's performance relies on the supply of design and construction projects in Hong Kong, and the cyclical nature of the construction industry and economic fluctuations could have a significant adverse impact[188](index=188&type=chunk)[191](index=191&type=chunk) [DIVIDEND POLICY AND DIVIDENDS](index=27&type=section&id=DIVIDEND%20POLICY%20AND%20DIVIDENDS) The Board proposed a final dividend of 3.0 HK cents per share for FY2025, a decrease from the prior year, and did not recommend a special dividend, though a special interim dividend was paid during the year Dividend Distribution (HK cents per share) | Dividend Type | FY2025 | FY2024 | | :--- | :--- | :--- | | Special Interim Dividend | 4.0 | 0 | | Proposed Final Dividend | 3.0 | 4.0 | | Proposed Special Dividend | 0 | 4.0 | [MAJOR CUSTOMERS AND SUPPLIERS](index=35&type=section&id=MAJOR%20CUSTOMERS%20AND%20SUPPLIERS) Customer and supplier concentration remains high, with the top five customers accounting for 64.4% of total revenue and the top five subcontractors representing 61.6% of total subcontracting fees - **Customer Concentration**: The five largest customers accounted for approximately **64.4%** of total revenue (2024: 84.3%), with the largest customer contributing **37.27%** (2024: 56.6%)[261](index=261&type=chunk)[266](index=266&type=chunk) - **Supplier Concentration**: The five largest suppliers accounted for approximately **44.3%** of total purchases (2024: 51.5%), with the largest supplier representing 25.2%[262](index=262&type=chunk)[267](index=267&type=chunk) - **Subcontractor Concentration**: The five largest subcontractors accounted for approximately **61.6%** of total subcontracting fees (2024: 73.3%), with the largest subcontractor representing 29.8%[263](index=263&type=chunk)[268](index=268&type=chunk) [Independent Auditor's Report](index=39&type=section&id=Independent%20Auditor%27s%20Report) [OPINION AND KEY AUDIT MATTERS](index=39&type=section&id=OPINION%20AND%20KEY%20AUDIT%20MATTERS) The auditor issued an unqualified opinion on the financial statements, identifying the recognition of revenue and related balances from construction contracts as a key audit matter due to significant management judgment - The auditor issued an **unqualified opinion** on the consolidated financial statements, concluding that they give a true and fair view of the Group's financial position and performance[290](index=290&type=chunk)[292](index=292&type=chunk) - The **Key Audit Matter** was identified as the recognition of revenue, contract assets, and contract liabilities from construction contracts, due to the significant management judgment and estimation uncertainty involved in estimating contract costs and variable consideration[295](index=295&type=chunk)[296](index=296&type=chunk)[298](index=298&type=chunk) [Consolidated Financial Statements](index=45&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Comprehensive Income](index=45&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2025, revenue grew slightly to HK$667.7 million, but profit for the year declined 22.0% to HK$36.2 million, impacted by a HK$15.6 million provision for trade receivables Consolidated Statement of Comprehensive Income Summary (For the year ended March 31) | Item (HK$'000) | 2025 | 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 667,711 | 666,037 | +0.3% | | Gross Profit | 107,095 | 115,231 | -7.1% | | Profit before income tax | 41,264 | 55,750 | -26.0% | | Profit for the year | 36,157 | 46,378 | -22.0% | | Basic earnings per share (HK cents) | 6.49 | 8.33 | -22.1% | [Consolidated Statement of Financial Position](index=46&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets decreased by 16.9% to HK$437.8 million, while total liabilities fell 26.1% primarily due to the repayment of bank borrowings Consolidated Statement of Financial Position Summary (As of March 31) | Item (HK$'000) | 2025 | 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Assets | 437,817 | 526,633 | -16.9% | | Total Liabilities | 176,419 | 234,279 | -24.7% | | Total Equity | 261,398 | 292,354 | -10.6% | | Net Current Assets | 243,399 | 276,600 | -12.0% | | Cash and bank balances | 119,966 | 170,231 | -29.5% | | Bank borrowings | 0 | 9,276 | -100% | [Consolidated Statement of Cash Flows](index=48&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) Net cash from operating activities decreased significantly to HK$33.1 million, and after cash outflows for financing activities like dividend payments and loan repayments, cash reserves fell by HK$50.3 million Consolidated Statement of Cash Flows Summary (For the year ended March 31) | Item (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash from operating activities | 33,069 | 109,482 | | Net cash (used in)/from investing activities | (381) | 7,548 | | Net cash used in financing activities | (83,016) | (61,231) | | Net (decrease)/increase in cash and cash equivalents | (50,328) | 55,799 | | Cash and cash equivalents at end of year | 119,966 | 170,231 | [Notes to the Consolidated Financial Statements](index=50&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting policies, key estimates, segment information, and risk management, highlighting the Group's two main business segments and its management of credit, interest rate, and foreign exchange risks [5. SEGMENT INFORMATION](index=73&type=section&id=5.%20SEGMENT%20INFORMATION) The Group operates in two segments, with the "Structural engineering work" segment being the core business, contributing the vast majority of revenue (HK$597.0 million) and profit (HK$60.8 million) in FY2025 Segment Results for FY2025 (HK$'000) | Segment | External Revenue | Segment Profit | | :--- | :--- | :--- | | Structural engineering work | 596,969 | 60,835 | | Supply, installation and trading of building material products | 70,742 | 21,677 | | **Total** | **667,711** | **82,512** | [19. TRADE AND OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS](index=95&type=section&id=19.%20TRADE%20AND%20OTHER%20RECEIVABLES%2C%20DEPOSITS%20AND%20PREPAYMENTS) The loss allowance for trade receivables increased by 150% to HK$26.0 million, reflecting a significant rise in credit risk, bringing the net trade receivables balance to HK$126.0 million Movement in Loss Allowance for Trade Receivables (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Balance at beginning of year | 10,435 | 1,641 | | Provision for the year | 15,603 | 8,794 | | **Balance at end of year** | **26,038** | **10,435** | [35. FINANCIAL RISK MANAGEMENT](index=114&type=section&id=35.%20FINANCIAL%20RISK%20MANAGEMENT) The Group manages credit risk from concentrated trade receivables using an expected credit loss model, while interest rate risk is minimal after repaying all bank borrowings by year-end - **Credit Risk Concentration**: As of March 31, 2025, the Group's largest trade debtor and five largest trade debtors accounted for **36% and 64%** of total trade receivables, respectively[700](index=700&type=chunk)[703](index=703&type=chunk) - The Group applies the simplified approach (lifetime expected credit losses) to measure the loss allowance for trade receivables, retention receivables, and contract assets[704](index=704&type=chunk)[707](index=707&type=chunk) [Financial Summary](index=124&type=section&id=Financial%20Summary) [Financial Summary](index=124&type=section&id=Financial%20Summary) Over the past five years, the Group's revenue has grown steadily, while profit has fluctuated, and net assets have remained stable in the HK$260-290 million range for the last three years Five-Year Results Summary (HK$'000) | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 667,711 | 666,037 | 568,490 | 494,170 | 458,493 | | Gross Profit | 107,095 | 115,231 | 100,767 | 60,713 | 100,653 | | Profit for the year | 36,157 | 46,378 | 37,147 | 11,505 | 50,171 | Five-Year Assets and Liabilities Summary (HK$'000) | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 437,817 | 526,633 | 497,976 | 402,126 | 431,393 | | Total Liabilities | (176,419) | (234,279) | (234,184) | (154,761) | (163,168) | | Net Assets | 261,398 | 292,354 | 263,792 | 247,365 | 268,225 |

[Corporate Information](index=3&type=section&id=Corporate%20Information) This section outlines the company's core governance structure, including board and committee members, key appointments, and recent changes in directorship - The report details core corporate governance information, including board members, committee (audit, remuneration, nomination) members, company secretary, authorized representatives, auditor, registered office, and principal place of business[6](index=6&type=chunk)[7](index=7&type=chunk)[8](index=8&type=chunk) - During and after the reporting period, changes occurred in the board of directors, with Mr Han Hanting and Mr Li Gaofeng retiring on August 12, 2024[6](index=6&type=chunk)[7](index=7&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) [Overall Performance](index=7&type=section&id=Overall%20Performance) The company demonstrated strong performance this year, with total revenue and investment income significantly increasing by 1,887.05% year-on-year, and net loss narrowing by 91.75%, alongside a substantial optimization of the balance sheet structure Overall Performance (HKD Million) | Metric | FY2025 (HKD Million) | FY2024 (HKD Million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue and Net Investment Gains/(Losses) | 913.55 | 45.98 | +1,887.05% | | Net Loss | 2.53 | 30.68 | -91.75% | | Total Assets (Period End) | 4,612.10 | 1,092.19 | +322.28% | | Total Liabilities (Period End) | 686.47 | 305.35 | +124.82% | | Total Equity (Period End) | 3,925.62 | 786.84 | +398.91% | | Debt Ratio (Total Liabilities/Total Assets) | 14.88% | 27.96% | -13.08pp | | Cash and Cash Equivalents (Period End) | 92.19 | 289.26 | -68.13% | [Group Strategy and Operations](index=8&type=section&id=Strategy%20and%20Operation%20of%20the%20Group) The company comprehensively advanced its business segments during the reporting period, expanding brokerage services, leveraging cross-border asset management qualifications, providing investment banking services to over 20 enterprises, and investing in frontier technology companies - Brokerage Services: Actively expanded domestic and international institutional, corporate, and high-net-worth clients, achieving significant progress in Total Return Swap (TRS) business and establishing cross-border TRS channels[24](index=24&type=chunk)[26](index=26&type=chunk) - Asset Management: Utilized QFII, QFLP, QDIE and other cross-border qualifications, prioritized virtual asset funds, and established a quantum technology investment fund in the Cayman Islands[27](index=27&type=chunk)[29](index=29&type=chunk) - Investment Banking: Provided corporate finance and advisory services to over **20 corporate clients**, ranking among the top in project volume and financing amount within the industry[28](index=28&type=chunk)[30](index=30&type=chunk) - Sci-Tech Investment: Completed investments in innovative technology companies like RD Technologies and MaiCapital, focusing on Web 3.0, quantum technology, and blockchain[31](index=31&type=chunk)[33](index=33&type=chunk) [Harnessing Frontier Technologies for New Growth Drivers](index=10&type=section&id=Harnessing%20Frontier%20Technologies%20for%20New%20Growth%20Drivers) The company officially rebranded as "GoFintech Quantum Innovation Limited," signaling a strategic shift towards quantum technology, actively investing in quantum encryption and communication research, and leveraging its early investment in RD Technologies to explore the Hong Kong stablecoin market for new growth opportunities - The company officially rebranded as “GoFintech Quantum Innovation Limited,” clarifying its strategic direction towards quantum technology[15](index=15&type=chunk)[17](index=17&type=chunk) - The company actively invests in the research and development of quantum encryption algorithms and quantum communication technologies, and leverages its early investment in RD Technologies, a Hong Kong stablecoin issuer, to actively explore the stablecoin market[32](index=32&type=chunk)[34](index=34&type=chunk) [Refining Strategic Investments to Empower In-depth Business Integration](index=11&type=section&id=Refining%20Strategic%20Investments%20to%20Empower%20In-depth%20Business%20Integration) The company successfully acquired a 22.5% equity stake in CSOP Asset Management Limited, a leading Asian asset management institution, through the issuance of consideration shares, aiming to leverage CSOP's mature ETF product system, global market channels, and professional investment research team to achieve deep synergy with existing businesses, accelerate the integration of fintech and asset management, and explore new frontiers in asset management - The company successfully acquired a **22.5% equity stake** in CSOP Asset Management Limited, a leading Asian asset management institution, through the issuance of consideration shares, aiming for deep business synergy[35](index=35&type=chunk)[37](index=37&type=chunk) [Outlook](index=11&type=section&id=Outlook) Looking ahead, the Group will build an industrial ecosystem centered on quantum technology, underpinned by financial licenses, and supported by cultural and creative industries and trade, aiming to create a comprehensive, ecologically synergistic platform that continuously creates value for shareholders, clients, and partners - Future strategy will revolve around four major business segments: - **Technology-driven**: Quantum technology as the core engine, focusing on underlying technological innovation - **Finance-driven**: Leveraging full licenses to deepen digital asset deployment, and exploring quantum technology applications in fintech - **Cultural and Creative-driven**: Promoting the integration of “quantum + digital art” to build service systems for art auctions, financing, and RWA tokenization - **Trade-driven**: Building a quantum-enabled cross-border trade support service system[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=Management%20Discussion%20and%20Analysis) [Results](index=14&type=section&id=Results) During the reporting period, the Group's total revenue and fair value changes of investments reached approximately HKD 913.55 million, a year-on-year increase of 1,887.05%, primarily driven by growth in money lending, the new supply chain operations business, and equity investment activities, leading to a significant reduction in loss for the year from HKD 30.68 million to HKD 2.53 million, and a decrease in basic and diluted loss per share from 0.91 HK cents to 0.04 HK cents Financial Performance (HKD) | Financial Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Revenue and Fair Value Changes of Investments | Approximately 913,545,000 HKD | Approximately 45,975,000 HKD | | Loss for the Year | Approximately 2,525,000 HKD | Approximately 30,679,000 HKD | | Basic and Diluted Loss Per Share | Approximately 0.04 HK Cents | Approximately 0.91 HK Cents | [Business Review](index=15&type=section&id=Business%20Review) During the reporting year, the Group's business segments showed varied performance, with supply chain operations emerging as a new primary revenue source contributing approximately HKD 820 million, equity investment turning profitable with a net gain of approximately HKD 51.98 million, and money lending revenue increasing by 251.59% year-on-year, while securities brokerage, margin financing, and corporate finance businesses saw revenue declines but improved segment profit or turned profitable through cost control, and a new art investment business generated HKD 0.50 million in profit Business Segment Performance (HKD) | Business Segment | FY2025 Segment Revenue (HKD) | FY2025 Segment Profit/(Loss) (HKD) | FY2024 Segment Profit/(Loss) (HKD) | | :--- | :--- | :--- | :--- | | Securities Brokerage and Margin Financing | 20,884,000 | 11,938,000 (Profit) | 8,572,000 (Profit) | | Corporate Finance | 2,338,000 | 1,517,000 (Profit) | (2,789,000) (Loss) | | Money Lending | 15,969,000 | 1,724,000 (Profit) | (476,000) (Loss) | | Advisory and Insurance Brokerage | 379,000 | (98,000) (Loss) | (196,000) (Loss) | | Asset Management | 3,900,000 | (1,568,000) (Loss) | (1,262,000) (Loss) | | Equity Investment | 51,983,000 (Net Gain) | 19,311,000 (Profit) | (7,244,000) (Loss) | | Supply Chain Operations | 819,545,000 | (294,000) (Loss) | Not Applicable | | Art Investments | Not Applicable | 504,000 (Profit) | Not Applicable | [Adjusted EBITDA](index=27&type=section&id=Adjusted%20EBITDA) To supplement results prepared under Hong Kong Financial Reporting Standards, the company disclosed non-GAAP financial measures EBITDA and Adjusted EBITDA, with Adjusted EBITDA turning profitable from a loss of HKD 26.44 million in the prior year to a profit of HKD 49.59 million in the reporting year, primarily due to a significant increase in equity-settled share-based payments Adjusted EBITDA Reconciliation (HKD Thousand) | Reconciliation Item (HKD Thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Loss for the Year** | **(2,525)** | **(30,679)** | | Add: Depreciation | 8,840 | 1,888 | | Add: Finance Costs | 3,031 | 2,002 | | Add: Income Tax Expense | 799 | 45 | | **EBITDA (Unaudited)** | **10,145** | **(26,744)** | | Add: Equity-settled Share-based Payments | 39,443 | 306 | | **Adjusted EBITDA (Unaudited)** | **49,588** | **(26,438)** | [Fund Raising Activities](index=29&type=section&id=Fund%20Raising%20Activities) During the reporting period, the company undertook two significant equity financing activities: a 1-for-3 rights issue completed in February 2024, raising approximately HKD 471 million net proceeds fully utilized across money lending, asset management, and fintech investments, and a new share placement (June Placement) completed in July 2024, raising approximately HKD 244 million net proceeds also fully utilized to strengthen existing businesses, equity investments, and expand fintech - **Rights Issue**: Completed in February 2024, issuing approximately **4.745 billion shares** at HKD 0.10 per share, raising net proceeds of approximately **HKD 471 million**, which have been fully utilized as planned[121](index=121&type=chunk)[134](index=134&type=chunk)[137](index=137&type=chunk) - **June Placement**: Completed in July 2024, successfully placing approximately **274 million shares** at HKD 0.90 per share, raising net proceeds of approximately **HKD 244 million**, which have been fully utilized as planned[144](index=144&type=chunk)[145](index=145&type=chunk)[153](index=153&type=chunk) [Liquidity and Financial Resources](index=38&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's financial position remained robust, with a current ratio of 1.24 times, down from 2.97 times last year, cash and cash equivalents of approximately HKD 92.19 million, and while the capital gearing ratio (total borrowings/equity) increased from 3.05% to 10.97%, the debt ratio (total debt/total assets) decreased from 27.96% to 14.88%, indicating optimized overall leverage despite asset expansion Liquidity and Financial Resources (HKD) | Metric | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Current Assets | 841,714,000 HKD | 864,100,000 HKD | | Current Liabilities | 678,890,000 HKD | 290,652,000 HKD | | Current Ratio | 1.24 times | 2.97 times | | Cash and Cash Equivalents | 92,186,000 HKD | 289,257,000 HKD | | Capital Gearing Ratio | 10.97% | 3.05% | | Debt Ratio | 14.88% | 27.96% | [Investment in Associates](index=40&type=section&id=Investment%20in%20Associates) The Group holds a significant investment in Wealthink Intelligent Investment Limited, increasing its stake to approximately 29.13% after an acquisition completed on October 18, 2024, making it an associate of the Group, with a carrying amount of approximately HKD 2.90 billion as of March 31, 2025, representing 62.81% of the Group's total assets, and the Group recognized a share of its profit of approximately HKD 10.78 million during the reporting period - After the acquisition completed on October 18, 2024, the company holds a **29.13% equity stake** in Wealthink Intelligent Investment, making it an associate of the Group[178](index=178&type=chunk) - As of March 31, 2025, the carrying amount of the investment in Wealthink Intelligent Investment was approximately **HKD 2.90 billion**, representing **62.81% of the Group's total assets**[179](index=179&type=chunk) [Material Acquisition and Disposal](index=42&type=section&id=Material%20Acquisition%20and%20Disposal) During the reporting period, the Group undertook two highly significant acquisitions: the first was the acquisition of shares in HKEX-listed Wealthink Intelligent Investment (1140.HK) completed on October 18, 2024, resulting in a 29.13% equity stake, and the second was an agreement signed on December 31, 2024, to acquire a 22.50% equity stake in CSOP Asset Management Limited for HKD 1.11 billion, to be settled by issuing consideration shares, which is pending shareholder approval - **Acquisition of Wealthink Intelligent Investment Shares**: Completed on October 18, 2024, acquiring **2,751,339,130 shares** of Wealthink Intelligent Investment through the issuance of approximately **340 million consideration shares**, resulting in a **29.13% equity stake** post-transaction[187](index=187&type=chunk)[188](index=188&type=chunk) - **Proposed Acquisition of CSOP Shares**: An agreement was signed on December 31, 2024, to acquire a **22.50% equity stake** in CSOP Asset Management Limited for **HKD 1.11 billion** through the issuance of approximately **1.405 billion consideration shares**, with the transaction pending completion[192](index=192&type=chunk)[193](index=193&type=chunk) [Events After The Reporting Period](index=45&type=section&id=Events%20After%20The%20Reporting%20Period) After the reporting period, the company engaged in two significant capital activities: a new share placement (2025 Placement) completed in April 2025, raising approximately HKD 257 million net proceeds for equity investments and new business expansion, and an agreement signed on April 29, 2025, with lenders to capitalize approximately HKD 587 million of shareholder loans by issuing approximately 459 million new shares to settle the debt - **2025 Placement**: Completed in April 2025, placing approximately **232 million new shares** at HKD 1.12 per share, raising net proceeds of approximately **HKD 257 million**[209](index=209&type=chunk)[210](index=210&type=chunk)[218](index=218&type=chunk) - **Loan Capitalization**: An agreement was signed on April 29, 2025, to capitalize approximately **HKD 587 million** of outstanding shareholder loans by issuing approximately **459 million capitalization shares** at HKD 1.28 per share[224](index=224&type=chunk)[225](index=225&type=chunk) [Biographical Details of Directors and Senior Management](index=49&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides detailed biographical information for the company's executive directors, non-executive directors, independent non-executive directors, and senior management, including their age, educational background, professional qualifications, positions and responsibilities within the Group, and past experience in other listed companies - This section provides detailed personal biographies of the company's executive directors, non-executive directors, independent non-executive directors, and senior management, including their age, educational background, professional qualifications, positions and responsibilities within the Group, and roles and past experience in other listed companies[230](index=230&type=chunk)[235](index=235&type=chunk)[246](index=246&type=chunk) [Directors' Report](index=57&type=section&id=Directors'%20Report) [Share Option Scheme](index=59&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on September 2, 2021, to incentivize and reward contributors to the Group, with 85,668,000 unexercised share options remaining at the end of the reporting period, and while the scheme was terminated at the EGM on May 29, 2024, no new options will be granted, but previously granted options remain valid Share Option Scheme (Shares) | Participant | As at April 1, 2024 | As at March 31, 2025 | Exercise Price (HKD) | Exercise Period | | :--- | :--- | :--- | :--- | :--- | | Ms Sun Qing | 4,168,000 | 4,168,000 | 0.480 | 2025/4/1 - 2026/3/31 | | Mr Zhang Huachen | 32,000,000 | 32,000,000 | 0.480 | 2025/4/1 - 2026/3/31 | | Mr Yuan Tianfu | 32,000,000 | 32,000,000 | 0.480 | 2025/4/1 - 2026/3/31 | | Other Employees | 23,332,000 | 17,500,000 | 0.480 | 2025/4/1 - 2026/3/31 | | **Total** | **91,500,000** | **85,668,000** | | | - The 2021 Share Option Scheme was terminated by shareholder resolution on May 29, 2024, meaning no new share options will be granted, but previously granted options remain valid and exercisable under their original terms[317](index=317&type=chunk)[319](index=319&type=chunk) [Share Award Scheme](index=65&type=section&id=Share%20Award%20Scheme) The company adopted a new share award scheme at the 2024 EGM to incentivize and retain eligible participants, granting a total of 103,680,000 share awards on July 26, 2024, with 20,064,000 awards lapsing due to employee departures, leaving 83,616,000 unvested share awards at the end of the reporting period Share Award Scheme (Shares) | Participant Category | As at April 1, 2024 | Granted During the Reporting Year | Lapsed During the Reporting Year | As at March 31, 2025 | | :--- | :--- | :--- | :--- | :--- | | Directors, Senior Management, etc | – | 25,856,000 | – | 25,856,000 | | Other Employees | – | 77,824,000 | (20,064,000) | 57,760,000 | | **Total** | **–** | **103,680,000** | **(20,064,000)** | **83,616,000** | [Substantial Shareholders' Interests](index=75&type=section&id=Substantial%20Shareholders'%20Interests) As of March 31, 2025, the company's register recorded substantial shareholders including Dr Liu Zhiwei (total interest 21.24%), Mr Wang Tao (5.44% interest), and GoFintech ESOP Limited, a trust established for the share award scheme (6.95% interest) Substantial Shareholders' Interests (Shares) | Shareholder Name | Capacity | Total Interests (Shares) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Dr Liu Zhiwei | Beneficial Owner and Controlled Corporation Interest | 1,584,311,151 | 21.24% | | Mr Wang Tao | Beneficial Owner | 406,102,308 | 5.44% | | GoFintech ESOP Limited | Beneficial Owner | 518,400,000 | 6.95% | | PS Trust Company Limited (PS Trust) | Trustee | 518,400,000 | 6.95% | [Corporate Governance Report](index=86&type=section&id=Corporate%20Governance%20Report) This report confirms the company's compliance with the Corporate Governance Code, detailing the board's responsibilities in strategy, operations oversight, and internal control, and highlighting the separation of Chairman and CEO roles, the establishment of key committees, and robust risk management systems - The company complied with all code provisions of the Corporate Governance Code during the reporting year[439](index=439&type=chunk)[447](index=447&type=chunk) - The Board of Directors is responsible for formulating the Group's overall strategy, overseeing operations, and ensuring sound internal control and risk management systems[439](index=439&type=chunk)[447](index=447&type=chunk) - The roles of Chairman and Chief Executive Officer are held by different individuals, in compliance with corporate governance code requirements, with Mr Chan Kin Sang, an independent non-executive director, serving as Chairman, and Mr Yuan Tianfu and Mr Zhang Huachen serving as Co-Chief Executive Officers[480](index=480&type=chunk) - The company has established an Audit Committee, Remuneration Committee, and Nomination Committee, all chaired by independent non-executive directors, which regularly convene meetings to fulfill their responsibilities[488](index=488&type=chunk)[496](index=496&type=chunk)[516](index=516&type=chunk) - The company has established risk management and internal control systems, with a Compliance and Risk Management Department continuously monitoring related matters, and the Board considers the existing systems effective and adequate[562](index=562&type=chunk)[567](index=567&type=chunk)[575](index=575&type=chunk) [Environmental, Social and Governance Report](index=114&type=section&id=Environmental,%20Social%20and%20Governance%20Report) [ESG Governance and Strategy](index=115&type=section&id=ESG%20Governance%20and%20Strategy) The Group adopts a top-down approach to ESG management, with the Board holding overall responsibility for ESG strategy and reporting, identifying anti-corruption, product responsibility, and anti-money laundering as key priorities through stakeholder engagement and materiality assessment, and committing to green operations while addressing climate change risks - The Board of Directors holds overall responsibility for the Group's ESG strategy and reporting, and annually reviews related risks, opportunities, performance, and targets[588](index=588&type=chunk) - Through materiality assessment, the Group identified three priority areas for sustainable business development: anti-corruption and anti-fraud, product responsibility, and anti-money laundering and counter-terrorist financing[620](index=620&type=chunk)[622](index=622&type=chunk) [Environmental](index=139&type=section&id=Environmental) The Group is committed to environmental protection and has set emission reduction targets, with greenhouse gas emissions intensity decreasing by 67.27% year-on-year primarily due to reduced vehicle usage, non-hazardous waste disposal intensity (mainly office paper) decreasing by 50% year-on-year, and total energy consumption intensity decreasing by 84.94% year-on-year, as the Group continues to implement energy-saving and emission reduction measures for sustainable development Environmental Performance Indicators | Environmental Performance Indicator | Unit | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | :--- | | **Total Greenhouse Gas Emissions** | tonnes of CO2 equivalent | 55.92 | 184.26 | 52.96 | | Greenhouse Gas Emissions Intensity | tonnes of CO2 equivalent/employee | 0.90 | 2.75 | 0.96 | | **Total Non-Hazardous Waste Disposed** | tonnes | 0.62 | 1.03 | 0.99 | | Non-Hazardous Waste Disposal Intensity | tonnes/employee | 0.01 | 0.02 | 0.02 | | **Total Energy Consumption** | kWh | 81,166.97 | 582,507.20 | 95,078.50 | | Total Energy Consumption Intensity | kWh/employee | 1,309.14 | 8,694.14 | 1,728.70 | - The Group has set targets to reduce greenhouse gas emissions intensity and energy consumption intensity by FY2026, and to maintain non-hazardous waste disposal intensity at no more than 0.02 tonnes/employee[723](index=723&type=chunk)[750](index=750&type=chunk)[754](index=754&type=chunk) [Social](index=123&type=section&id=Social) In terms of social responsibility, the Group emphasizes sustainable business operations, business ethics, and employee well-being, establishing strict product responsibility, customer service, and privacy protection processes with no significant complaints received during the reporting period, maintaining a zero-tolerance policy for corruption with anti-corruption and anti-money laundering training for employees, and committing to equal opportunities and a safe work environment while encouraging employee development and training, with an employee turnover rate of approximately 46.51% during the reporting period - During the reporting period, the Group received no complaints regarding customer privacy breaches, loss or misuse of customer data, nor any significant product or service-related complaints[633](index=633&type=chunk)[639](index=639&type=chunk) - The Group provided continuous professional training (CPT) courses related to anti-corruption and anti-money laundering (AML) for directors and employees[654](index=654&type=chunk) Employee Metrics | Employee Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Employees (Period End) | 62 | 67 | | Overall Employee Turnover Rate | 46.51% | 32.79% | | Percentage of Employees Trained | 25.00% | 26.44% | | Average Training Hours per Employee | 1.90 hours | 3.04 hours | - The Group strictly adheres to labor standards, prohibiting child and forced labor, and has recorded no work-related fatalities or injuries in the past three years, including the reporting year[698](index=698&type=chunk)[688](index=688&type=chunk) [Independent Auditor's Report](index=163&type=section&id=Independent%20Auditor's%20Report) The auditor, ZHONGHUI ANDA CPA Limited, issued an unqualified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming that the statements present a true and fair view of the Group's financial position and performance - The auditor, ZHONGHUI ANDA CPA Limited, issued an unqualified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming that the statements truly and fairly reflect the Group's financial position and performance[786](index=786&type=chunk) - Key audit matters include: 1. Valuation of investments and art investments measured at fair value using Level 3 fair value measurements 2. Impairment testing of loans and trade receivables[792](index=792&type=chunk)[799](index=799&type=chunk) [Consolidated Financial Statements](index=168&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=168&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This year, the Group's revenue significantly increased year-on-year to HKD 863.40 million, primarily driven by sales of goods, with gross profit rising from HKD 28.74 million to HKD 37.59 million, and the loss for the year substantially narrowed from HKD 30.68 million to HKD 2.53 million, benefiting from a turnaround in fair value changes of investments and effective cost control Consolidated Statement of Profit or Loss and Other Comprehensive Income (HKD Thousand) | Item (HKD Thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 863,400 | 49,456 | | Gross Profit | 37,589 | 28,737 | | Fair Value Changes of Investments | 50,145 | (3,481) | | Loss Before Tax | (1,726) | (30,634) | | **Loss for the Year** | **(2,525)** | **(30,679)** | | Total Comprehensive Expense for the Year | (32,668) | (37,119) | [Consolidated Statement of Financial Position](index=169&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets increased to HKD 4.61 billion, mainly due to a significant increase in investment in associates, total liabilities rose to HKD 686.47 million primarily from new borrowings, and total equity substantially grew from HKD 786.84 million to HKD 3.93 billion due to equity financing and the acquisition of an associate, significantly strengthening the financial structure Consolidated Statement of Financial Position (HKD Thousand) | Item (HKD Thousand) | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | **Non-Current Assets** | **3,770,381** | **228,091** | | Investment in Associates | 2,991,487 | 112,898 | | Art Investments | 443,000 | – | | **Current Assets** | **841,714** | **864,100** | | **Total Assets** | **4,612,095** | **1,092,191** | | **Current Liabilities** | **678,890** | **290,652** | | Borrowings | 415,377 | – | | **Non-Current Liabilities** | **7,582** | **14,696** | | **Total Liabilities** | **686,472** | **305,348** | | **Net Assets** | **3,925,623** | **786,843** | | **Total Equity** | **3,925,623** | **786,843** | [Consolidated Statement of Cash Flows](index=172&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, net cash used in operating activities was HKD 92.99 million, net cash used in investing activities was substantial at HKD 753.66 million, primarily for purchasing art investments and investments at fair value through profit or loss, and net cash from financing activities was HKD 649.13 million, mainly from share issuance and new borrowings, resulting in a net decrease in cash and cash equivalents of HKD 197.53 million, with an ending balance of HKD 92.19 million Consolidated Statement of Cash Flows (HKD Thousand) | Item (HKD Thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (92,989) | (121,718) | | Net Cash Used in Investing Activities | (753,662) | (188,568) | | Net Cash From Financing Activities | 649,126 | 489,729 | | **Net (Decrease)/Increase in Cash and Cash Equivalents** | **(197,525)** | **179,443** | | Cash and Cash Equivalents at Beginning of Year | 289,257 | 111,748 | | **Cash and Cash Equivalents at End of Year** | **92,186** | **289,257** | [Five Years Financial Summary](index=281&type=section&id=Five%20Years%20Financial%20Summary) This section provides a five-year financial summary, presenting key performance indicators such as revenue and loss attributable to owners, alongside asset and liability figures including total assets, total liabilities, and net assets, offering a concise overview of the company's financial trends over the period Five Years Financial Summary (HKD Thousand) | Item (HKD Thousand) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 863,400 | 49,456 | 26,943 | 58,487 | 131,718 | | Loss for the Year Attributable to Owners of the Company | (2,525) | (30,679) | (58,855) | (79,309) | (13,495) | | **Assets and Liabilities** | | | | | | | Total Assets | 4,612,095 | 1,092,191 | 475,761 | 604,610 | 955,444 | | Total Liabilities | (686,472) | (305,348) | (179,292) | (356,751) | (631,136) | | Net Assets | 3,925,623 | 786,843 | 296,469 | 247,859 | 324,308 |

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 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 告 全 部 或 任 何 部 份 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。 Baijin Life Science Holdings Limited 佰金生命科學控股有限公司 （股份代號： 1466） （於開曼群島註冊成立之有限公司） （前稱為錢唐控股有限公司） 截 至2025年3月31日 止 財 政 年 度 之 全 年 業 績 公 告 及 恢 復 買 賣 業 績 佰 金 生 命 科 學 控 股 有 限 公 司（「本 公 司」）董 事 會（「董 事」或「董 事 會」）謹 此 呈 列 本 公 司 及 其 附 屬 公 司（以 下 統 稱「本 集 團」）截 至2025年3月31日 止 年 度 之 綜 合 業 績，連 同 去 年 之 比 較 數 字 如 下： – 1 – 綜 合 損 益 表 截 至2025 ...

[Corporate Information](index=3&type=section&id=Corporate%20Information) This section provides fundamental details about the company's registration, contact information, and key personnel [Five-Year Financial Summary](index=5&type=section&id=Five%20Years%20Financial%20Summary) This section presents a consolidated overview of the company's financial performance and position over the past five fiscal years Five-Year Financial Summary (HKD Thousands) | Metric | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **(Loss) / Profit Attributable to Owners of the Company** | (89,056) | (115,061) | 30,366 | 8,021 | (13,347) | | **Total Assets** | 2,295,609 | 3,115,075 | 4,289,096 | 1,958,318 | 1,896,678 | | **Total Liabilities** | (1,472,538) | (2,211,443) | (3,247,574) | (1,357,946) | (1,334,566) | | **Total Equity** | 823,071 | 903,632 | 1,041,522 | 600,372 | 562,112 | [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's insights into the company's financial performance, business operations, and future outlook [Financial Review](index=6&type=section&id=Financial%20Review) For the year ended March 31, 2025, the Group's total revenue decreased by 33.8% to HKD 580.8 million, while the annual loss narrowed by 36.4% to HKD 72.3 million, primarily due to cost control and reduced revenue from property development and sub-leasing 2025 Fiscal Year Consolidated Results Overview | Metric | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 580.8 million | HKD 877.5 million | -33.8% | | Loss for the Year | HKD 72.3 million | HKD 113.5 million | -36.4% | - The narrowing of the annual loss was primarily due to the implementation of various cost control and expense reduction measures, alongside decreased revenue recognized from property development and property sub-leasing and investment businesses[10](index=10&type=chunk)[14](index=14&type=chunk) [Business Review](index=6&type=section&id=Business%20Review) During the year, the Group's key business segments showed mixed performance, with property sub-leasing and investment expanding losses, property development significantly narrowing losses despite reduced revenue, and financial services remaining largely stagnant [Property Sub-leasing and Investment Business](index=6&type=section&id=Property%20sub-leasing%20and%20investment%20business) This segment's revenue decreased by 15.0% year-on-year to HKD 45.5 million, with the annual loss expanding from HKD 27.9 million to HKD 89.7 million, primarily due to reduced rental income and increased fair value losses on investment properties Property Sub-leasing and Investment Business Performance | Metric | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 45.5 million | HKD 53.5 million | -15.0% | | Segment Loss | HKD 89.7 million | HKD 27.9 million | +221.5% | [Property Development Business](index=7&type=section&id=Property%20development%20business) Property development revenue decreased to HKD 535.4 million, but segment loss significantly narrowed from HKD 124.7 million to HKD 7.6 million, primarily due to reduced delivery recognition from two projects, with approximately 55,000 square meters of GFA recognized during the year Property Development Business Performance | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | HKD 535.4 million | HKD 824.0 million | | Segment Loss | HKD 7.6 million | HKD 124.7 million | - As of March 31, 2025, completed properties held for sale/lease and investment properties accounted for **64.3%** and **4.3%** of total assets, respectively[22](index=22&type=chunk)[25](index=25&type=chunk) [Financial Services Business](index=8&type=section&id=Financial%20Services%20Business) The financial services segment generated no interest income in the current or prior year, as the Group surrendered its securities, futures, and asset management licenses in November 2020 to focus on other core business segments - For the year ended March 31, 2025, no interest income was recognized from the money lending business, consistent with 2024[23](index=23&type=chunk)[26](index=26&type=chunk) - The Group surrendered its securities, futures, and asset management licenses to the SFC in November 2020 to concentrate resources on developing other businesses[24](index=24&type=chunk)[27](index=27&type=chunk) [Outlook](index=9&type=section&id=Outlook) Despite China's economic challenges, the Group anticipates government stabilization policies and will strategically pivot underutilized real estate assets towards tourism for new revenue streams, while optimizing leasing and marketing to strengthen core property businesses and seek new investment opportunities for sustainable growth - Facing a persistently weak property market, the Group has proactively diversified into the tourism sector, leveraging underutilized real estate assets to offer experiential tourism products as a new growth engine[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) - The Group will continue to consolidate and restructure its property development core business, enhancing management efficiency, strengthening internal controls and sales, and actively seeking new investment opportunities within China to diversify revenue streams[32](index=32&type=chunk)[35](index=35&type=chunk) [Directors' Report](index=11&type=section&id=Directors%27%20Report) This report details the company's principal activities, business review, key risks, financial results, and corporate governance matters for the fiscal year [Principal Activities and Business Review](index=11&type=section&id=PRINCIPAL%20ACTIVITIES) As an investment holding company, the Group's core businesses include property sub-leasing and investment, property development, and money lending, with strategic goals to achieve sustainable growth through increased property investments in China, tourism expansion, and stringent cost control - The Group's current and ongoing principal activities include: (i) property sub-leasing and investment business; (ii) property development; and (iii) money lending business[38](index=38&type=chunk)[44](index=44&type=chunk) - The Group's growth strategies encompass: (i) investing in more property sub-leasing and investment projects in China; (ii) diversifying into property development and tourism; and (iii) closely monitoring and implementing cost-saving measures[40](index=40&type=chunk)[46](index=46&type=chunk) [Principal Risks and Uncertainties](index=11&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces key risks including business risks influenced by consumer preferences, market risks dependent on China's economy and policies, operational risks from potential internal failures, financial risks, and legal risks such as contract unenforceability or adverse litigation - Key risks faced by the Group include business risk, market risk, operational risk, financial risk, and legal risk[42](index=42&type=chunk)[48](index=48&type=chunk) [Results and Appropriations](index=13&type=section&id=RESULTS%20AND%20APPROPRIATIONS) For the year ended March 31, 2025, the Board recommended no dividend distribution, consistent with the prior year, to retain capital for business expansion and future investment opportunities - The Directors do not recommend the payment of any dividend for the year ended March 31, 2025 (2024: nil), aiming to retain capital for business expansion[61](index=61&type=chunk)[67](index=67&type=chunk) [Share Option Scheme](index=15&type=section&id=SHARE%20OPTION%20SCHEME) The company's share option scheme adopted on August 30, 2012, expired on December 22, 2023, with all granted but unexercised options, totaling 27,942,462 shares, lapsing as of March 31, 2023 - The company's share option scheme expired on December 22, 2023, resulting in the lapse of all granted but unexercised share options[89](index=89&type=chunk)[92](index=92&type=chunk)[97](index=97&type=chunk) [Substantial Shareholders](index=28&type=section&id=SUBSTANTIAL%20SHAREHOLDERS) As of March 31, 2025, Chairman Mr. Chan Wai Mo held approximately **57.92%** of the company's shares directly and indirectly, making him the controlling shareholder, with other substantial shareholders including Mr. Jiang Dingwei and his controlled entities holding approximately **17.08%** Substantial Shareholders' Holdings (as at March 31, 2025) | Shareholder Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Chan Wai Mo | Beneficial Owner and Controlled Corporation Interest | 1,985,654,977 | 57.92% | | Grand Nice International Limited | Beneficial Owner | 579,806,977 | 16.91% | | Jiang Dingwei / Shenzhen Tangshang Industrial Group / Shenzhen Yaoling Investment | Controlled Corporation Interest / Beneficial Owner | 585,600,000 | 17.08% | [Connected Transactions](index=32&type=section&id=CONNECTED%20TRANSACTIONS) During the year, the Group engaged in significant connected transactions, primarily involving property lease agreements with Beijing Tianan Kechuang Zhiye Co., Ltd. (BTIT), indirectly wholly-owned by Chairman Mr. Chan Wai Mo, and the acquisition of Zhi Rong Holdings Limited shares from Mr. Chan, with total rent paid under lease contracts amounting to RMB 53.287 million for FY2025 - The Group entered into multiple long-term property lease agreements with Beijing Tianan Kechuang Zhiye Co., Ltd. (BTIT), controlled by Chairman Mr. Chan Wai Mo, with total rent paid amounting to **RMB 53.287 million** for FY2025[177](index=177&type=chunk)[184](index=184&type=chunk)[190](index=190&type=chunk) - In October 2022, the company agreed with Chairman Mr. Chan Wai Mo to acquire his equity interest in Zhi Rong Holdings Limited for **RMB 315 million**, settled through the issuance of consideration shares and convertible bonds[191](index=191&type=chunk)[194](index=194&type=chunk) [Financial Review](index=38&type=section&id=FINANCIAL%20REVIEW) This fiscal year saw significant changes in the Group's balance sheet, with current assets decreasing by 23.4% due to reduced completed properties held for sale and cash, and current liabilities decreasing by 40.4% from lower contract liabilities and payables, while the gearing ratio rose to 28.0% and the current ratio improved to 2.4, with no new bank borrowings and a refundable deposit of approximately RMB 362 million paid for an urban renewal project [Assets and Liabilities Analysis](index=38&type=section&id=Assets%20and%20Liabilities) As of March 31, 2025, current assets decreased by 23.4% year-on-year, mainly due to a HKD 482.8 million reduction in completed properties held for sale and a HKD 100 million decrease in cash, while current liabilities fell by 40.4% due to reduced contract liabilities and trade and other payables, and non-current assets declined from lower investment properties and finance lease receivables - Current assets decreased by **HKD 635.1 million** (**-23.4%**) year-on-year, primarily due to reductions in completed properties held for sale and cash and cash equivalents[211](index=211&type=chunk)[214](index=214&type=chunk) - Current liabilities decreased by **HKD 596.9 million** (**-40.4%**) year-on-year, mainly attributable to reduced contract liabilities, no new bank borrowings during the year, and decreased lease liabilities[216](index=216&type=chunk)[219](index=219&type=chunk) [Liquidity and Financial Resources](index=39&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group had no bank borrowings, with its gearing ratio increasing to 28.0% from 6.8% last year, while net current assets were approximately HKD 1.201 billion and the current ratio improved from 1.8 to 2.4 Liquidity Ratios | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 28.0% | 6.8% | | Net Current Assets | HKD 1.201 billion | HKD 1.239 billion | | Current Ratio | 2.4 | 1.8 | [Significant Investments Held, Material Acquisitions and Disposals](index=44&type=section&id=Significant%20investments%20held%2C%20material%20acquisitions%20and%20disposals) During the review period, the Group completed two significant acquisitions: the acquisition of Zhi Rong Holdings Limited in March 2023, indirectly securing a 70% equity interest in Puning Huachuangwen Industrial Development Co., Ltd., and the acquisition of a 55% equity interest in Dongguan Huachuangwen Zhidi Co., Ltd. in July 2022, increasing the Group's stake to 90% - On March 10, 2023, the company completed the acquisition of Zhi Rong Holdings Limited, with consideration paid through the issuance of consideration shares and convertible bonds, thereby indirectly holding a **70%** equity interest in Puning Huachuangwen Industrial Development Co., Ltd[243](index=243&type=chunk)[245](index=245&type=chunk) - On July 6, 2022, the company completed the acquisition of a **55%** equity interest in Huachuangwen Zhidi, increasing the Group's stake to **90%**, with consideration paid through cash, share issuance, and convertible bonds[247](index=247&type=chunk)[253](index=253&type=chunk) [Advance to an Entity](index=48&type=section&id=Advance%20to%20an%20entity) To secure a potential urban renewal project in Puning City, Guangdong, the Group's wholly-owned subsidiary agreed to pay a total refundable deposit of RMB 400 million to an independent third party, with approximately RMB 362 million paid as of the reporting date, which is unsecured, interest-free, and fully refundable if the investment does not proceed or the project is not approved - The Group agreed to pay a total refundable deposit of **RMB 400 million** to secure a potential urban renewal project, with approximately **RMB 362 million** paid as of the reporting date; this amount is unsecured, interest-free, and fully refundable under specific conditions[259](index=259&type=chunk)[262](index=262&type=chunk) [Corporate Governance Report](index=50&type=section&id=Corporate%20Governance%20Report) This report outlines the company's corporate governance practices, including board structure, committee functions, and risk management frameworks [The Board](index=51&type=section&id=THE%20BOARD) The Board is responsible for leading and overseeing the company, comprising five directors—three executive and two independent non-executive directors—meeting the one-third independent director requirement, ensuring effective checks and balances to safeguard shareholder interests - The Board comprises five directors, including Mr. Chan Wai Mo (Chairman), Mr. Zhou Houjie, Mr. Jiang Ruowenhao (Acting Chief Executive Officer) as three executive directors, and Mr. Chan Yau Chun, Ms. Lui Mei Ka, Mr. Zhou Xin as three independent non-executive directors[279](index=279&type=chunk) [Board Committees](index=59&type=section&id=BOARD%20COMMITTEES) The company has established Remuneration, Nomination, and Audit Committees; the Remuneration Committee reviews compensation policies, the Nomination Committee handles board structure and member nominations, and the Audit Committee, composed of three independent non-executive directors, oversees financial reporting, internal controls, and risk management systems - The Remuneration Committee comprises one executive director and two independent non-executive directors, responsible for remuneration-related matters[315](index=315&type=chunk) - The Nomination Committee consists of one executive director and three independent non-executive directors, responsible for director nominations and board composition review[322](index=322&type=chunk) - The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing financial statements, internal control systems, and the relationship with external auditors[333](index=333&type=chunk) [Risk Management and Internal Control](index=66&type=section&id=RISK%20MANAGEMENT%20AND%20INTERNAL%20CONTROL) The Board holds overall responsibility for maintaining sound and effective risk management and internal control systems, with the Group establishing an internal audit function and engaging independent professional advisors for annual reviews, concluding that the systems are effective and adequate - The Board affirms its overall responsibility for maintaining sound and effective risk management and internal control systems, aimed at identifying and managing significant risks and safeguarding assets[360](index=360&type=chunk)[363](index=363&type=chunk) - To enhance risk management, the company engaged independent professional advisors to conduct independent reviews of the risk management and internal control systems of certain subsidiaries, finding no material deficiencies[368](index=368&type=chunk)[369](index=369&type=chunk) [Independent Auditor's Report](index=75&type=section&id=Independent%20Auditor%27s%20Report) This report presents the independent auditor's opinion on the consolidated financial statements and highlights key audit matters [Opinion](index=75&type=section&id=OPINION) The auditor opines that the consolidated financial statements fairly present the Group's financial position as of March 31, 2025, and its financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance disclosure requirements - The auditor issued a standard unqualified opinion, affirming that the financial statements present a true and fair view of the company's financial position and operating results[409](index=409&type=chunk)[410](index=410&type=chunk) [Key Audit Matters](index=76&type=section&id=KEY%20AUDIT%20MATTERS) The auditor identified three key audit matters: revenue recognition from completed property sales due to its materiality, valuation of investment properties given their significant carrying amount and judgment, and impairment loss on completed properties held for sale due to their substantial carrying amount and management's net realizable value estimates - Key audit matters include: - **Revenue recognition from sales of completed properties**: Significant due to accounting for approximately **92%** of total revenue - **Valuation of investment properties**: Significant due to their material carrying amount (**HKD 99.7 million**) and significant judgment involved in fair value determination - **Impairment loss on completed properties held for sale**: Significant due to their substantial carrying amount (**HKD 1.476 billion**, approximately **64%** of total assets) and management judgment in estimating net realizable value[414](index=414&type=chunk)[419](index=419&type=chunk)[428](index=428&type=chunk) [Consolidated Financial Statements](index=86&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive income, financial position, and cash flow statements for the fiscal year [Consolidated Statement of Comprehensive Income](index=86&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2025, the Group reported revenue of HKD 580.8 million, a 33.8% year-on-year decrease, with the annual loss narrowing to HKD 72.26 million from HKD 113.5 million last year, and basic loss per share attributable to owners of the company at **2.598 HK cents** Key Data from Consolidated Statement of Comprehensive Income | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | Revenue | 580,823,418 | 877,472,298 | | Loss Before Income Tax | (120,018,955) | (176,193,139) | | Loss for the Year | (72,258,209) | (113,524,321) | | Loss Attributable to Owners of the Company | (89,056,166) | (115,060,979) | | Basic Loss Per Share (HK cents) | (2.598) | (3.356) | [Consolidated Statement of Financial Position](index=88&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets decreased to HKD 2.296 billion from HKD 3.115 billion last year, total liabilities fell from HKD 2.211 billion to HKD 1.473 billion, and total equity was HKD 823 million, slightly down from HKD 904 million, with net current assets remaining relatively stable at approximately HKD 1.201 billion Key Data from Consolidated Statement of Financial Position | Metric | March 31, 2025 (HKD) | March 31, 2024 (HKD) | | :--- | :--- | :--- | | Total Assets | 2,295,608,718 | 3,115,074,507 | | Total Liabilities | 1,472,538,131 | 2,211,442,966 | | Net Assets | 823,070,587 | 903,631,541 | | Net Current Assets | 1,201,040,611 | 1,239,269,032 | [Consolidated Statement of Cash Flows](index=92&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2025, the Group's net cash outflow from operating activities significantly improved to HKD 16.34 million from HKD 221.8 million last year, with net cash outflow from financing activities at HKD 86.54 million, resulting in a HKD 102.9 million decrease in cash and cash equivalents, ending the period with HKD 39.08 million Key Data from Consolidated Statement of Cash Flows | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (16,343,803) | (221,835,980) | | Net Cash Generated from Investing Activities | 1,101 | 25,660,585 | | Net Cash Used in Financing Activities | (86,540,687) | (59,969,772) | | Decrease in Cash and Cash Equivalents | (102,883,389) | (256,145,167) | | Cash and Cash Equivalents at End of Year | 39,077,064 | 139,009,068 | [Notes to the Consolidated Financial Statements](index=94&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes supporting the consolidated financial statements, offering further insights into accounting policies and specific line items [Segment Reporting](index=151&type=section&id=6.%20SEGMENT%20REPORTING) The Group's operations are categorized into three reportable segments: property sub-leasing and investment, property development, and money lending, with property development being the primary revenue source at HKD 535 million in FY2025, property sub-leasing and investment generating HKD 45.46 million, and all revenue originating from Mainland China FY2025 Revenue and Loss by Business Segment (HKD) | Business Segment | External Revenue | Loss Before Income Tax | | :--- | :--- | :--- | | Property Sub-leasing and Investment | 45,459,654 | (89,682,942) | | Property Development | 535,363,764 | (7,607,848) | | Money Lending Business | — | (11,576) | | **Total** | **580,823,418** | **(97,302,366)** | - Geographically, all of the Group's revenue (**HKD 580.8 million**) in FY2025 was derived from Mainland China[755](index=755&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 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 就 因 本 公 告 全 部或任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 有關截至二零二四年十二月三十一日止年度 之年度報告之補充公告 茲提述建發新勝漿紙有限公司（「本公司」）截至二零二四年十二月三十一日止 年度之年度報告（「二零二四年年報」）。除 文 義 另 有 所 指 外，本 公 告 所 用 詞 彙 與 二 零 二 四 年 年 報 所 界 定 者 具 相 同 涵 義。 除 二 零 二 四 年 年 報 所 披 露 的 資 料 外，本 公 司 董 事 會（「董事會」）謹此向本公司股 東 及 潛 在 投 資 者 提 供 以 下 補 充 資 料。 購股權計劃 於 截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 財 政 年 度 年 初 及 年 末，根 據 購 股 權 計 劃 可 予授出的購股權總數均為114,107,582股 股 份，佔 本 公 司 於 二 零 一 五 年 九 月 十 八 日採納購股權計劃之日已發行 ...

[Financial Highlights](index=7&type=section&id=Financial%20highlights) The Group reported robust financial recovery in FY2025, marked by double-digit growth in revenue, gross profit, and adjusted profit attributable to owners [Financial Performance Highlights](index=7&type=section&id=Financial%20highlights) In FY2025, the Group achieved robust recovery with revenue up 11.7% and gross profit up 15.7%; profit attributable to owners surged 28.4%, with adjusted profit up 27.1%, and basic EPS increased to HKD 0.15, with a proposed final dividend of HKD 0.043 per share, totaling HKD 0.068 for the full year Key Financial Data Comparison for FY2025 | Metric | FY2025 (HKD thousands) | FY2024 (HKD thousands) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | 7,840,043 | 7,016,802 | 11.7% | | **Gross Profit** | 1,832,567 | 1,583,567 | 15.7% | | **Gross Margin** | 23.4% | 22.6% | +0.8pp | | **Profit Attributable to Owners** | 183,891 | 143,175 | 28.4% | | **Adjusted Profit Attributable to Owners*** | 402,351 | 316,471 | 27.1% | | **EBITDA** | 1,057,835 | 1,011,975 | 4.5% | | **Adjusted EBITDA*** | 1,276,295 | 1,185,271 | 7.7% | | **Basic Earnings Per Share (HKD)** | 0.15 | 0.117 | +28.2% | | **Dividend Per Share (HKD)** | 0.068 | 0.057 | +19.3% | - Adjusted profit and adjusted EBITDA figures exclude special restructuring costs incurred due to the relocation of production facilities[23](index=23&type=chunk) [Chairman's Statement](index=8&type=section&id=Chairman%27s%20statement) The Chairman's statement highlights the Group's strategic resilience, achieving growth amidst economic uncertainty through core business focus, innovation, and a commitment to sustainability [Strategic Review and Outlook](index=9&type=section&id=Chairman%27s%20statement%20summary) Despite global economic uncertainties, the Group achieved low double-digit revenue growth in FY2025 through its IDM model and 'focus on core business' strategy, while actively pursuing cost efficiency, financial optimization, and leveraging proprietary Bonding technology for differentiated products, alongside market diversification and strong ESG commitments towards net-zero by 2050 - Leveraging its 'focus on core business and strengthening main operations' strategy, the Group's revenue in FY2025 continued the recovery trend from late FY2024, achieving **low double-digit growth**[29](index=29&type=chunk)[31](index=31&type=chunk) - The company has initiated cost reduction and efficiency enhancement measures, with effects expected to gradually materialize in FY2026, and plans to progressively reduce debt to a reasonable level within the next 2-3 years by strictly controlling capital expenditure[33](index=33&type=chunk)[34](index=34&type=chunk) - Proprietary Bonding process technology, developed in-house, became a core growth driver, leading to **significant revenue growth** in the functional apparel business in FY2025[36](index=36&type=chunk)[37](index=37&type=chunk) - To counter tariff measures initiated by major economies, the Group has engaged in discussions and reached consensus with key brand partners, expecting limited impact on revenue, while accelerating expansion into diversified markets such as China, Europe, and Japan[38](index=38&type=chunk)[40](index=40&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=Management%20discussion%20and%20analysis) This section provides an in-depth analysis of the Group's market performance, business segment results, operating financials, and strategic outlook for future growth and resilience [Market Review](index=15&type=section&id=Market%20Review) In FY2025, despite global economic volatility, the Group achieved stable revenue growth by leveraging its IDM model, technological innovation, and synergistic production capabilities in China and Vietnam, while its joint venture "Victoria's Secret China" demonstrated robust, industry-outperforming growth - Despite global economic volatility and weakened demand, the Group achieved **stable full-year revenue growth** through proactive strategic adjustments and business structure optimization[49](index=49&type=chunk)[52](index=52&type=chunk) - The Group effectively balanced regional market risks by having its Vietnam production base handle global orders and its China capacity focus on the domestic market[50](index=50&type=chunk) - The joint venture 'Victoria's Secret China' continued to achieve **robust, industry-outperforming growth** by leveraging brand value and differentiated product advantages, validating the success of its localization strategy[51](index=51&type=chunk)[52](index=52&type=chunk) [Business Review](index=16&type=section&id=Business%20Review) In FY2025, the Group's total revenue grew 11.7% to HKD 7.84 billion, with net profit up 28.4% to HKD 184 million, driven by strong performance in sports products and consumer electronics accessories, while production optimization saw Vietnam contribute 85% of total revenue Revenue and Gross Profit Performance by Business Segment (FY2025) | Business Segment | Revenue (HKD millions) | YoY Change | Revenue Share | Gross Profit (HKD millions) | Gross Margin | | :--- | :--- | :--- | :--- | :--- | :--- | | **Intimate Wear** | 4,243.4 | +3.0% | 54.2% | 1,047.2 | 24.7% | | **Sports Products** | 2,934.1 | +26.9% | 37.4% | 652.8 | 22.3% | | **Consumer Electronics Accessories** | 408.9 | +43.2% | 5.2% | 79.1 | 19.4% | | **Bra Cups and Other Accessories** | 253.6 | -15.0% | 3.2% | 53.4 | 21.1% | | **Total** | **7,840.0** | **+11.7%** | **100.0%** | **1,832.6** | **23.4%** | - The strong growth in the Sports Products segment was primarily driven by **double-digit growth** in the sports bra business and differentiated functional apparel products developed using proprietary Bonding technology[69](index=69&type=chunk)[76](index=76&type=chunk) - Production layout continues to optimize, with the Shenzhen production base fully relocated to Zhaoqing in October 2024, and the Vietnam production base contributing **85%** of the Group's total revenue[83](index=83&type=chunk)[84](index=84&type=chunk) [The Group's Operating Results Analysis](index=20&type=section&id=The%20Group%27s%20Operating%20Results) The Group's total revenue grew 11.7% to HKD 7.84 billion, driven by strong demand in sports products and consumer electronics accessories, with gross margin improving to 23.4% and adjusted net profit increasing 27.1% to HKD 402 million, despite restructuring costs - Cost of sales as a percentage of revenue decreased from **77.4% to 76.6%**, primarily due to improved production efficiency, partially offset by initial ramp-up costs at the Zhaoqing factory[95](index=95&type=chunk)[97](index=97&type=chunk) - To optimize its China production layout, the Group relocated its Shenzhen production base to Zhaoqing, incurring special restructuring costs of approximately **HKD 218.5 million** this fiscal year, mainly for employee severance and fixed asset write-offs[108](index=108&type=chunk)[111](index=111&type=chunk) Key Financial Ratios | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | **Net Gearing Ratio** | 105.2% | 104.7% | | **Adjusted Net Gearing Ratio** | 79.9% | 87.6% | | **Trade Receivables Turnover Days** | 48 days | 45 days | | **Trade Payables Turnover Days** | 25 days | 25 days | - Total capital expenditure was **HKD 430.7 million**, a significant decrease from HKD 688 million in the previous fiscal year, primarily used for acquiring production lines and constructing Zhaoqing production facilities and staff dormitories[135](index=135&type=chunk)[140](index=140&type=chunk) [Future Prospects and Strategies](index=28&type=section&id=Future%20Prospects%20and%20Strategies) For FY2026, the Group will prioritize product differentiation, cost control, efficiency, and debt reduction to enhance profitability and financial resilience, while expanding market diversification and advancing ESG commitments towards net-zero by 2050 - The core strategy is to implement 'cost reduction, efficiency-driven transformation, and debt reduction,' with incremental cash flow from business optimization prioritized for lowering the gearing ratio to optimize capital structure[153](index=153&type=chunk)[155](index=155&type=chunk) - The Group will fully leverage its leading advantage in Bonding process technology, replicating its success from intimate wear and sports into the apparel business to drive growth through innovative products[157](index=157&type=chunk)[159](index=159&type=chunk) - To address macroeconomic challenges, the company will accelerate market diversification, focusing on expanding partnerships in China, Europe, and Japan to reduce reliance on a single market[158](index=158&type=chunk)[160](index=160&type=chunk) - Regarding ESG, the Group has initiated Science Based Targets initiative (SBTi) validation and plans to set scientific carbon reduction targets within the next one to two years, strategizing for **net-zero carbon emissions by 2050**[161](index=161&type=chunk)[164](index=164&type=chunk) [Profile of Directors, Senior Management and Company Secretary](index=31&type=section&id=Profile%20of%20directors%2C%20senior%20management%20and%20company%20secretary) This section provides detailed professional biographies of the company's directors, senior management, and company secretary, highlighting their extensive experience and qualifications [Directors and Senior Management Profiles](index=31&type=section&id=Profile%20of%20directors%2C%20senior%20management%20and%20company%20secretary) This chapter details the personal profiles of the company's executive directors, independent non-executive directors, senior management, and company secretary, covering their age, positions, responsibilities, industry experience, educational backgrounds, and other public company or social organization appointments, comprehensively showcasing the professional background and qualifications of the company's governance and management team - Founder Mr. YY Hung serves as Chairman and Chief Executive Officer, possessing **over 25 years of experience** in the intimate wear manufacturing industry and acting as a key driver of the Group's business strategy[166](index=166&type=chunk)[170](index=170&type=chunk) - Executive directors have served the Group for many years, responsible for finance, R&D, production operations, and sales and marketing, each possessing **profound industry experience**[169](index=169&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk)[176](index=176&type=chunk) - The independent non-executive directors team comprises seasoned professionals from the finance, apparel trade, and retail industries, providing **strategic advice and guidance** for the Group's business development[177](index=177&type=chunk)[186](index=186&type=chunk)[190](index=190&type=chunk) [Report of the Directors](index=38&type=section&id=Report%20of%20the%20directors) The Directors' Report summarizes the company's FY2025 activities, performance, and dividend proposals, including details on share capital, key business relationships, and governance compliance [Summary of the Report of the Directors](index=38&type=section&id=Report%20of%20the%20directors) This report outlines the company's key activities, performance, and dividend distribution for FY2025, confirming its primary engagement in investment holding and its subsidiaries' focus on manufacturing and trading intimate wear and related products, with a proposed final dividend of HKD 0.043 per share, detailed disclosures on share capital changes, major customers and suppliers (top five customers accounting for 47.7% of sales), related party transactions, and compliance with listing rules - The Board recommends a final dividend of **HKD 0.043 per share** for the year ended March 31, 2025[204](index=204&type=chunk)[209](index=209&type=chunk) - The share option scheme adopted by the company on September 11, 2015, is nearing expiry, with no options granted since its adoption; the company will propose adopting a new share option scheme at the Annual General Meeting[227](index=227&type=chunk)[232](index=232&type=chunk) - This fiscal year, the Group's top five customers accounted for **47.7%** of total sales, with the largest customer contributing **16.5%**; the top five suppliers accounted for **39.7%** of total purchases[249](index=249&type=chunk)[253](index=253&type=chunk) - The report details several continuing connected transactions, including sales agreements with Joyful Profit Group and Float Limited, and property and plant lease agreements with Sun Cheong, Regina Miracle Technology, and Regina Miracle Investment, confirming all transactions were conducted on fair and reasonable commercial terms[275](index=275&type=chunk)[285](index=285&type=chunk)[292](index=292&type=chunk)[300](index=300&type=chunk) [Corporate Governance Report](index=62&type=section&id=Corporate%20governance%20report) The Corporate Governance Report details the company's adherence to high governance standards, board structure, committee functions, risk management, and shareholder communication practices [Corporate Governance Practices](index=62&type=section&id=Corporate%20governance%20report) The company is committed to maintaining high corporate governance standards, complying with listing rules' code, with the only deviation being the combined roles of Chairman and CEO, which the Board believes enhances decision-making efficiency; the report details board composition, committee operations (Audit, Remuneration, Nomination, ESG, Executive), risk management, internal controls, and mechanisms for shareholder rights and investor communication - The company complies with most provisions of the Corporate Governance Code, with the exception of the Chairman and Chief Executive Officer roles being held by the same individual, Mr. YY Hung, an arrangement the Board believes facilitates more efficient business planning and decision-making[368](index=368&type=chunk)[371](index=371&type=chunk) - The Board comprises five executive directors and three independent non-executive directors, with independent non-executive directors accounting for **over one-third**, meeting listing rule requirements[380](index=380&type=chunk)[386](index=386&type=chunk) - The company has five Board committees: Audit, Remuneration, Nomination, Environmental, Social and Governance (ESG), and Executive, each fulfilling distinct roles to assist the Board in its duties[427](index=427&type=chunk)[431](index=431&type=chunk) - The Board has conducted an annual review of the Group's risk management and internal control systems, deeming them effective and adequate, and has established a **three-lines-of-defense** risk governance framework[469](index=469&type=chunk)[477](index=477&type=chunk)[478](index=478&type=chunk) [Independent Auditor's Report](index=84&type=section&id=Independent%20auditor%27s%20report) The Independent Auditor's Report provides an unqualified opinion on the FY2025 financial statements, highlighting revenue recognition as a key audit matter and detailing the audit procedures performed [Audit Opinion and Key Audit Matters](index=84&type=section&id=Independent%20auditor%27s%20report) PricewaterhouseCoopers issued an unqualified audit opinion on the company's FY2025 consolidated financial statements, deeming them to fairly present the Group's financial position and operating results; 'revenue recognition' was identified as a key audit matter due to its volume and significance, with auditors performing various procedures including internal control assessment, sampling, analytical review, and cutoff tests, expressing satisfaction with the findings - The auditors believe that the consolidated financial statements fairly and accurately reflect the Group's consolidated financial position as at March 31, 2025, and its financial performance and cash flows for the year, in accordance with Hong Kong Financial Reporting Standards[509](index=509&type=chunk)[510](index=510&type=chunk) - 'Revenue recognition' was identified as a key audit matter primarily due to the **high volume of transactions**, numerous customers, dispersed distribution locations, and the material impact of revenue on the financial statements[515](index=515&type=chunk)[523](index=523&type=chunk) - To address revenue recognition risks, auditors performed multiple procedures, including assessing internal controls, sampling customer orders and supporting documents (e.g., invoices, delivery records), conducting analytical reviews, and performing cutoff tests on transactions around the fiscal year-end[525](index=525&type=chunk)[527](index=527&type=chunk) [Consolidated Financial Statements](index=92&type=section&id=Consolidated%20financial%20statements) This section presents the Group's comprehensive financial statements, including the income statement, balance sheet, cash flow statement, and a five-year financial data summary [Consolidated Income Statement](index=92&type=section&id=Consolidated%20Income%20Statement) In FY2025, the Group's revenue was HKD 7.84 billion, up 11.7%, with gross profit at HKD 1.83 billion and gross margin improving to 23.4%; operating profit was HKD 536 million, and profit for the year increased 28.4% to HKD 184 million Consolidated Income Statement Key Data (HKD thousands) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | **Revenue** | 7,840,043 | 7,016,802 | | **Gross Profit** | 1,832,567 | 1,583,567 | | **Operating Profit** | 535,642 | 453,669 | | **Profit Before Income Tax** | 220,772 | 152,177 | | **Profit for the Year** | 183,891 | 143,175 | [Consolidated Balance Sheet](index=94&type=section&id=Consolidated%20Balance%20Sheet) As of March 31, 2025, the Group's total assets were HKD 8.89 billion, total liabilities HKD 5.73 billion, and total equity HKD 3.16 billion, with non-current assets primarily property, plant, and equipment, and current assets dominated by inventories and trade receivables Consolidated Balance Sheet Overview (HKD thousands) | Item | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | **Total Assets** | 8,894,096 | 8,602,750 | | Non-current Assets | 5,400,861 | 5,611,111 | | Current Assets | 3,493,235 | 2,991,639 | | **Total Liabilities** | 5,730,181 | 5,232,275 | | Non-current Liabilities | 3,803,586 | 3,730,404 | | Current Liabilities | 1,926,595 | 1,501,871 | | **Total Equity** | 3,163,915 | 3,370,475 | [Consolidated Statement of Cash Flows](index=97&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2025, net cash from operating activities significantly increased to HKD 1.19 billion, while net cash used in investing activities was HKD 396 million and in financing activities was HKD 341 million, resulting in a net increase of HKD 457 million in cash and cash equivalents Consolidated Statement of Cash Flows Overview (HKD thousands) | Item | FY2025 (HKD thousands) | FY2024 (HKD thousands) | | :--- | :--- | :--- | | **Net Cash From Operating Activities** | 1,194,851 | 746,975 | | **Net Cash Used in Investing Activities** | (396,313) | (393,314) | | **Net Cash Used in Financing Activities** | (341,048) | (251,558) | | **Net Increase in Cash and Cash Equivalents** | 457,490 | 102,103 | | **Cash and Cash Equivalents at Year-End** | 907,831 | 623,117 | [Five-Year Financial Information Summary](index=186&type=section&id=Financial%20Information%20Summary) This report provides a summary of key financial data for the past five fiscal years (2021-2025), showing a rebound in revenue, gross profit, and profit attributable to owners in FY2025 after a dip in FY2024, with total assets and equity remaining relatively stable Five-Year Financial Performance Summary (HKD thousands) | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 7,840,043 | 7,016,802 | 7,879,287 | 8,346,728 | 5,974,290 | | **Gross Profit** | 1,832,567 | 1,583,567 | 1,902,111 | 2,045,440 | 1,237,953 | | **Profit Attributable to Owners** | 183,891 | 143,175 | 383,258 | 520,694 | 125,515 | | **Total Assets** | 8,894,096 | 8,602,750 | 8,682,290 | 9,419,772 | 8,737,036 | | **Total Equity** | 3,163,915 | 3,370,475 | 3,547,262 | 3,636,257 | 3,070,355 |

[Company Information](index=2&type=section&id=Company%20Information) This section provides essential corporate information, including registration details and contact points [Core Financial and Operational Data](index=6&type=section&id=Core%20Financial%20and%20Operational%20Data) [FY2025 Performance Overview](index=6&type=section&id=FY2025%20Performance%20Overview) In FY2025, the company's total revenue decreased to RMB 715 million, but annual loss significantly narrowed to RMB 135 million, a 38.9% reduction year-on-year, with improved operating efficiency and expanding YiduCore capabilities Financial Performance Summary | Indicator | FY2024 | FY2025 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | RMB 807.1 million | RMB 715.0 million | -11.4% | | **Annual Loss** | RMB 221 million | RMB 135 million | -38.9% | | **Net Cash Flow from Operating Activities** | -RMB 326 million | -RMB 249 million | +23.8% | Revenue by Business Segment | Business Segment | FY2024 Revenue (RMB million) | FY2025 Revenue (RMB million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Big Data Platform and Solutions | 313.6 | 345.9 | +10.3% | | Life Science Solutions | 324.0 | 247.1 | -23.8% | | Health Management Platform and Solutions | 169.5 | 122.0 | -28.0% | - The company's operating expenses as a percentage of revenue continuously decreased from **105% in FY2023 to 66% in FY2025**, indicating significant improvement in operational efficiency[12](index=12&type=chunk) YiduCore Core Operating Metrics | YiduCore Core Operating Metrics | Data | | :--- | :--- | | Authorized Medical Records Processed | 6 billion+ items | | Patient Visits Covered | 1.15 billion+ | | Professional Training Tokens | 500 billion+ | | Top-tier Hospitals Covered | 110 institutions | | Hospital Network Covered | 4,000+ institutions | | Active Life Science Clients | 132 clients | | Active Health Management Platform Users | Over 24 million people | [Chairman's Statement](index=8&type=section&id=Chairman%27s%20Statement) Chairwoman Gong Yingying emphasized the company's steadfast 'focus' strategy, leveraging its core AI engine YiduCore to deepen AI applications across healthcare, pharmaceuticals, and insurance, significantly narrowing losses despite revenue decline - The company firmly executes its “focus” strategy, building core competitive barriers through a reinforced “data-algorithm-scenario” closed loop[18](index=18&type=chunk) Financial Highlights | Financial Indicator | FY2025 Amount | Year-on-Year Change | | :--- | :--- | :--- | | Total Revenue | RMB 715.0 million | -11.4% | | Annual Loss | RMB 135.2 million | -38.9% (Best in historical comparable period) | | Net Cash Outflow from Operating Activities | Not Applicable | Narrowed by 23.8% year-on-year | - The core engine YiduCore has cumulatively processed **6 billion medical records** for **1.15 billion patient visits** and continues to invest in large model R&D, building full-stack capabilities from underlying computing power to multi-parameter model deployment[19](index=19&type=chunk) - The company focuses on three core areas: **Big Data Platform and Solutions (AI for Medical)**, **Life Science Solutions (AI for Life Science)**, and **Health Management Platform and Solutions (AI for Care)**[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) [Business Review](index=12&type=section&id=Business%20Review) Provides a comprehensive overview of the company's operational performance across its key business segments and strategic initiatives [Financial Highlights](index=12&type=section&id=Financial%20Highlights) For the fiscal year ended March 31, 2025, total revenue was RMB 715 million, a 11.4% decrease, with mixed segment performance, but annual loss significantly narrowed by 38.9% to RMB 135 million Financial Indicators (RMB thousand) | Financial Indicator (RMB thousand) | FY2025 | FY2024 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | **714,979** | **807,076** | **(11.4%)** | | — Big Data Platform and Solutions | 345,888 | 313,634 | 10.3% | | — Life Science Solutions | 247,112 | 324,044 | (23.7%) | | — Health Management Platform and Solutions | 121,979 | 169,398 | (28.0%) | | **Gross Profit** | 239,182 | 339,445 | (29.5%) | | **Operating Loss** | (134,149) | (219,919) | (39.0%) | | **Annual Loss** | (135,223) | (221,242) | (38.9%) | - The Board does not recommend the payment of a final dividend for the fiscal year ended March 31, 2025[28](index=28&type=chunk) [YiduCore Core Technology Platform](index=14&type=section&id=YiduCore%20Core%20Technology%20Platform) YiduCore, the company's 'AI medical brain', serves as the core algorithm engine and technological foundation, with continuous investment in medical vertical large language models and extensive data processing capabilities - YiduCore forms the company's core competitive barrier through a closed loop of “data-driven algorithms, algorithm-empowered scenarios, and scenario-feedback data”[33](index=33&type=chunk) YiduCore Technical Indicators | YiduCore Technical Indicators | Data/Achievements | | :--- | :--- | | Training TOKEN Corpus | 500 billion+ | | Model Parameter Versions | 8B, 13B, 70B, 100B | | Medical Records Processed | 6 billion items (covering 1.15 billion patient visits) | | Disease Knowledge Graph | Basically covers all known diseases | | Specialized Disease Databases | Covers over 90 disease types | | Computing Power Adaptation | First in China's medical field to adapt to full-chain domestic and international high-end chips | | Authoritative Evaluation | Ranked first in the National Health Commission's triage and navigation evaluation | - The AI mid-end platform based on YiduCore has been deployed in **dozens of top-tier Grade A tertiary hospitals** nationwide, and has built an “AI clinical assistant” tool embedded in doctors' diagnostic processes, significantly improving diagnostic efficiency[36](index=36&type=chunk) [Big Data Platform and Solutions (AI for Medical)](index=16&type=section&id=Big%20Data%20Platform%20and%20Solutions%20%28AI%20for%20Medical%29) This segment provides data intelligence platforms and solutions to hospitals and regulatory bodies, achieving **RMB 345.9 million in revenue**, a **10.3% year-on-year increase**, with core product upgrades and widespread AI mid-end deployment Key Metrics | Indicator | Data | | :--- | :--- | | Revenue for the Reporting Period | RMB 345.9 million | | Year-on-Year Growth | 10.3% | | Top-tier Hospital Clients | 110 institutions | | Regulatory Agency Clients | 44 institutions | - Core products have been fully upgraded, with **AI Mid-end 2.0** deployed in **over 30 Grade A tertiary hospitals** within three months of its launch, which can reduce medical record writing time from 5 minutes to 30 seconds[37](index=37&type=chunk) - The company collaborated with top experts (e.g., Academician Teng Gaojun's team) to jointly launch China's first intelligent agent for liver cancer diagnosis and treatment, realizing the digitalization and widespread accessibility of top expert diagnostic capabilities[38](index=38&type=chunk) [Life Science Solutions (AI for Life Science)](index=18&type=section&id=Life%20Science%20Solutions%20%28AI%20for%20Life%20Science%29) This segment provides intelligent support for the entire drug and medical device R&D lifecycle, with **RMB 247.1 million in revenue**, a **23.7% year-on-year decrease**, but **gross margin improved by 1.4 percentage points to 33.5%** Key Metrics | Indicator | Data | | :--- | :--- | | Revenue for the Reporting Period | RMB 247.1 million | | Year-on-Year Change | -23.7% | | Gross Margin | 33.5% (up 1.4 percentage points year-on-year) | | Top 20 Client Revenue Retention Rate | 87.51% | | Multinational Pharmaceutical Client Coverage | Serves 16 of the global Top 20 | - The self-developed i-series solution matrix covers clinical development, research design, and commercialization prediction, driving “cost reduction, speed-up, and quality improvement” in drug R&D[40](index=40&type=chunk) - Significant progress was made in oncology and ophthalmology, winning multiple Phase III clinical trial projects, including an ophthalmology project exceeding **RMB 50 million**[43](index=43&type=chunk)[44](index=44&type=chunk) [Health Management Platform and Solutions (AI for Care)](index=19&type=section&id=Health%20Management%20Platform%20and%20Solutions%20%28AI%20for%20Care%29) This segment offers AI-powered health management solutions, generating **RMB 122.0 million in revenue**, a **28.0% year-on-year decrease**, primarily due to product mix changes, while consolidating 'Huiminbao' business and expanding active user base Key Metrics | Indicator | Data | | :--- | :--- | | Revenue for the Reporting Period | RMB 122.0 million | | Year-on-Year Change | -28.0% | - Core business involves “Huiminbao” project operations, with continuous operation of “Shenzhen Huiminbao” for three consecutive years (**6.09 million participants in 2024**) and “Beijing Huiminbao” for four consecutive years (**over 15 million cumulative participants**)[46](index=46&type=chunk) - AI technology empowers insurance operations, improving claims processing efficiency by **50%-70%** compared to traditional methods, with **over 85% of customer service tasks handled by AI intelligent customer service**[47](index=47&type=chunk) - As of March 31, 2025, the number of active users who completed at least one transaction on the health management platform exceeded **24 million**[50](index=50&type=chunk) [Business Outlook](index=21&type=section&id=Business%20Outlook) The company's future strategy focuses on four key directions: continuous investment in YiduCore, deepening research in core diseases, enhancing customer experience through AI, and enriching the ecosystem via strategic collaborations - Big Data Platform and Solutions will strengthen the “one horizontal, one vertical” strategy, horizontally expanding hospital networks and application scenarios, and vertically deepening research in key disease areas[52](index=52&type=chunk) - Life Science Solutions will continue to iterate i-series intelligent solutions, focusing on the generation and application of Real-World Evidence (RWE), and expanding its high-quality customer base[53](index=53&type=chunk) - Health Management Platform and Solutions will increase active users through diversified channels and explore new models for AI-powered health management services[53](index=53&type=chunk) [Management Discussion and Analysis](index=23&type=section&id=Management%20Discussion%20and%20Analysis) Provides management's perspective on the company's financial performance, liquidity, and capital resources, highlighting key drivers and trends [Financial Performance Analysis](index=23&type=section&id=Financial%20Performance%20Analysis) In FY2025, total revenue decreased by **11.4% to RMB 715 million**, primarily due to declines in life science and health management solutions, but operating and annual losses significantly narrowed by **39.0% and 38.9%**, respectively, driven by reduced operating expenses Financial Performance (RMB million) | Item | FY2024 (RMB million) | FY2025 (RMB million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 807.1 | 715.0 | -11.4% | | **Cost of Sales and Services** | 467.6 | 475.8 | +1.7% | | **Gross Profit** | 339.4 | 239.2 | -29.5% | | **Gross Margin** | 42.1% | 33.5% | -8.6pp | | **Sales and Marketing Expenses** | 208.9 | 139.2 | -33.4% | | **Administrative Expenses** | 171.3 | 146.4 | -14.6% | | **Research and Development Expenses** | 232.9 | 186.5 | -19.9% | | **Operating Loss** | 219.9 | 134.1 | -39.0% | | **Annual Loss** | 221.2 | 135.2 | -38.9% | - The percentage of each operating expense to revenue decreased: sales and marketing expenses from **25.9% to 19.5%**, administrative expenses from **21.2% to 20.5%**, and R&D expenses from **28.9% to 26.1%**[59](index=59&type=chunk)[61](index=61&type=chunk)[63](index=63&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the company maintained ample cash reserves totaling **RMB 3.309 billion**, primarily funded by shareholder contributions and IPO proceeds, with a net cash position and improved capital gearing ratio Cash and Cash Equivalents (RMB million) | Indicator (RMB million) | March 31, 2024 | March 31, 2025 | | :--- | :--- | :--- | | Cash and cash equivalents, time deposits, etc | 3,409.9 | 3,309.1 | - The company committed to investing **USD 40 million** in fund YD Capital I L.P. in October 2022, with **USD 6.6 million** invested as of March 31, 2025, leaving an outstanding investment commitment of **RMB 249 million**[68](index=68&type=chunk)[77](index=77&type=chunk) - As of March 31, 2025, the Group had **823 employees**, with product R&D and technical personnel accounting for the largest proportion at **326 employees**; total remuneration costs for the fiscal year significantly decreased to **RMB 417.6 million** from **RMB 566.3 million** in the previous fiscal year[78](index=78&type=chunk) [Report of the Directors](index=27&type=section&id=Report%20of%20the%20Directors) Details the board's activities, corporate governance practices, and compliance with regulatory requirements, including related party transactions and key business relationships [Continuing Connected Transactions and Contractual Arrangements](index=29&type=section&id=Continuing%20Connected%20Transactions%20and%20Contractual%20Arrangements) Due to foreign investment restrictions in China's value-added telecommunications services, the company controls relevant businesses and derives economic benefits through contractual arrangements with its Variable Interest Entities (VIEs) and their registered shareholders - To circumvent foreign investment restrictions, the company controls Variable Interest Entities (VIEs) through contractual arrangements, thereby gaining actual control and economic benefits from their operations[92](index=92&type=chunk) VIE Financial Contribution | Consolidated Affiliated Entity (VIE) Financial Contribution | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue Contribution to Group's Total Revenue | 66.5% | 80.5% | | Total Assets as Percentage of Group's Total Assets | 15.2% | 15.6% | - Contractual arrangements primarily include exclusive business cooperation agreements, exclusive call option agreements, equity pledge agreements, and powers of attorney, ensuring the Wholly Foreign-Owned Enterprise (WFOE) controls VIEs and obtains all their profits[103](index=103&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk)[111](index=111&type=chunk) [Major Customers and Suppliers](index=37&type=section&id=Major%20Customers%20and%20Suppliers) Customer and supplier concentration remained reasonable during the reporting period, with the largest customer contributing **11.7%** of total revenue and the largest supplier accounting for **12.4%** of total purchases Customer Concentration | Customer Concentration | Percentage of Total Revenue | | :--- | :--- | | Largest Customer | 11.7% | | Top Five Customers | 36.1% | Supplier Concentration | Supplier Concentration | Percentage of Total Purchases | | :--- | :--- | | Largest Supplier | 12.4% | | Top Five Suppliers | 33.1% | [Directors and Senior Management](index=42&type=section&id=Directors%20and%20Senior%20Management) This section details the professional backgrounds and achievements of the company's Board of Directors and senior management, including recent changes in executive director appointments - Board member changes: Dr. Yan Jun resigned as Executive Director on January 27, 2025, and Dr. Xie Li was appointed as Executive Director on the same day, bringing extensive experience in real-world research and health economics to the Board[150](index=150&type=chunk)[151](index=151&type=chunk)[158](index=158&type=chunk) [Environmental, Social and Governance Report](index=48&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) Outlines the company's commitment and performance in environmental protection, social responsibility, and corporate governance, guided by its 'Tech for Good' philosophy [ESG Philosophy and Strategy](index=50&type=section&id=ESG%20Philosophy%20and%20Strategy) Yidu Tech's ESG strategy centers on 'Tech for Good', focusing on environmentally friendly green healthcare, socially responsible technology, and sustainable corporate governance, with the Board actively promoting ESG initiatives - The company's ESG strategy is built on three pillars: environmentally friendly green healthcare, socially responsible technology for good, and sustainable corporate governance[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk) - In FY2025, the company received multiple ESG recognitions, including “Excellent Compliance Management Team” and “ESG Integrated Governance Benchmark Enterprise” awards[184](index=184&type=chunk)[186](index=186&type=chunk) [Sustainable Development Management](index=55&type=section&id=Sustainable%20Development%20Management) The company established a three-tier ESG governance structure and a three-line-of-defense risk management system, identifying key ESG issues through materiality assessment to guide strategy and disclosure - The company established a three-tier ESG governance structure, with the Board making decisions, the ESG working group organizing, and functional departments executing[191](index=191&type=chunk)[193](index=193&type=chunk) - The company identified **8 highly material ESG issues**, including technology development and innovation, protection of customer privacy and data security, and compliance risk management[213](index=213&type=chunk)[214](index=214&type=chunk) [Employee Development and Rights](index=71&type=section&id=Employee%20Development%20and%20Rights) The company is committed to building an inclusive workplace with a higher proportion of female employees, offering comprehensive talent development programs, and ensuring employee rights with 100% feedback resolution rate Employee Diversity and Composition (FY2025) | Employee Diversity and Composition (FY2025) | Data | | :--- | :--- | | Total Number of Employees | 823 people | | Percentage of Female Employees | 55.7% (458 people) | | Total Employee Turnover Rate | 25.39% | Employee Training (FY2025) | Employee Training (FY2025) | Data | | :--- | :--- | | Average Training Hours for Female Employees | 18.61 hours | | Average Training Hours for Male Employees | 8.83 hours | | Training Coverage for Full-time Entry-level Employees | 93.12% | | Training Coverage for Full-time Mid-level Management | 96.88% | [Product Quality and Data Security](index=93&type=section&id=Product%20Quality%20and%20Data%20Security) The company excels in product innovation, with its medical large model topping MedBench evaluations, and maintains a robust information security management system with multiple certifications, ensuring data security and intellectual property protection - Yidu Tech's large model topped the MedBench evaluation list in May 2024 and ranked first in the National Health Commission's triage and navigation scenario competition in September of the same year[311](index=311&type=chunk)[312](index=312&type=chunk) - The company has established a comprehensive data security and privacy protection system, obtaining multiple authoritative information security management system certifications, including **ISO27001** and **ISO27701 (Privacy Information Management)**[352](index=352&type=chunk)[355](index=355&type=chunk) Intellectual Property Data (2025) | Intellectual Property Data (2025) | Quantity | | :--- | :--- | | Domestic Registered Patents | 1,108 items | | Overseas Registered Patents | 101 items | | **Total** | **1,209 items** | [Environmental Management and Performance](index=113&type=section&id=Environmental%20Management%20and%20Performance) The company integrates climate risks and opportunities into its core strategy, achieving significant emission reductions through green office practices and energy efficiency, with a year-on-year decrease in Scope 2 GHG emissions Greenhouse Gas Emissions (tonnes of CO2 equivalent) | Greenhouse Gas Emissions (tonnes of CO2 equivalent) | FY2024 | FY2025 | | :--- | :--- | :--- | | Scope 1 (Direct) | 2.44 | 7.32 | | Scope 2 (Indirect) | 1,010.88 | 993.34 | | **Total (Scope 1+2)** | **1,013.32** | **1,000.66** | Resource Consumption | Resource Consumption | FY2024 | FY2025 | | :--- | :--- | :--- | | Total Water Consumption (cubic meters) | 3,008.6 | 3,998.96 | | Non-hazardous Waste Generated (kilograms) | 3,162.00 | 2,761 | [Other Information](index=129&type=section&id=Other%20Information) Presents additional disclosures including details on share schemes and the utilization of proceeds from the global offering [Share Schemes](index=131&type=section&id=Share%20Schemes) The company operates pre-IPO share option and post-IPO share award schemes, with **21,303,744 unexercised options** under the pre-IPO plan and **12,595,500 shares awarded** under the post-IPO plan during the reporting period - The post-IPO share option scheme was terminated on August 25, 2023, but options granted before termination remain exercisable[426](index=426&type=chunk) - During the reporting period, **12,595,500 shares** were granted under the post-IPO share award scheme, with **839,905 awards revoked** and **4,428,244 awards lapsed**[422](index=422&type=chunk) [Use of Proceeds from Global Offering](index=143&type=section&id=Use%20of%20Proceeds%20from%20Global%20Offering) Of the **RMB 3.825 billion** net proceeds from the global offering, **RMB 2.885 billion** has been utilized as of March 31, 2025, with the remaining funds' expected utilization delayed due to macroeconomic uncertainties Use of Proceeds (RMB million) | Purpose | Allocation Ratio | Net Proceeds (RMB million) | Unutilized as of March 31, 2025 (RMB million) | | :--- | :--- | :--- | :--- | | Strengthening Core Capabilities | 35% | 1,339 | 239 | | Further Business Expansion | 35% | 1,339 | — | | Strategic Partnerships, Investments, and Acquisitions | 20% | 765 | 701 | | Working Capital and General Corporate Purposes | 10% | 382 | — | - Due to the volatile macroeconomic environment, the expected full utilization of net proceeds for “strengthening core capabilities” and “strategic partnerships, investments, and acquisitions” has been delayed to **March 31, 2026**, and **March 31, 2030**, respectively[442](index=442&type=chunk) [Corporate Governance Report](index=144&type=section&id=Corporate%20Governance%20Report) This report details the company's corporate governance practices, confirming compliance with the Corporate Governance Code, with a noted deviation regarding the absence of a dividend policy to retain funds for business development - The company complies with the Corporate Governance Code, with the sole deviation being the absence of a dividend policy, aimed at retaining funds for business development[446](index=446&type=chunk)[496](index=496&type=chunk) - The Board has three committees: Audit, Remuneration, and Nomination, whose composition and responsibilities comply with the Corporate Governance Code requirements[468](index=468&type=chunk) - The Board confirms its responsibility for risk management and internal control systems, having reviewed their effectiveness during the reporting period and deeming them effective and adequate[490](index=490&type=chunk)[492](index=492&type=chunk) [Independent Auditor's Report](index=163&type=section&id=Independent%20Auditor%27s%20Report) PricewaterhouseCoopers issued an unmodified audit opinion, affirming the fair presentation of the consolidated financial statements, while highlighting key audit matters related to revenue recognition for bundled contracts and expected credit loss assessment for trade receivables - The auditor issued an unmodified opinion, stating that the financial statements are true and fair[519](index=519&type=chunk) - Key Audit Matter 1: Revenue recognition for bundled contracts in the Big Data Platform and Solutions segment, due to significant management judgment involved in identifying performance obligations and allocating transaction prices[525](index=525&type=chunk)[528](index=528&type=chunk) - Key Audit Matter 2: Assessment of expected credit losses for trade receivables and contract assets, due to significant management judgment and estimation involved in applying the simplified expected credit loss model[527](index=527&type=chunk)[532](index=532&type=chunk)[534](index=534&type=chunk) [Consolidated Financial Statements](index=171&type=section&id=Consolidated%20Financial%20Statements) Presents the company's complete consolidated financial statements, including the income statement, balance sheet, and cash flow statement, providing a detailed view of financial performance and position [Consolidated Statement of Comprehensive Income](index=171&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2025, the company recorded **RMB 715 million in revenue**, an **11.4% year-on-year decrease**, but significantly narrowed its annual loss to **RMB 135 million** from **RMB 221 million** in the prior year Consolidated Statement of Comprehensive Income (RMB thousand) | Item (RMB thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 714,979 | 807,076 | | Gross Profit | 239,182 | 339,445 | | Operating Loss | (134,149) | (219,919) | | **Loss for the Year** | **(135,223)** | **(221,242)** | | Loss Attributable to Owners of the Company | (117,788) | (194,944) | | Loss Per Share (RMB) | (0.11) | (0.19) | [Consolidated Statement of Financial Position](index=173&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets were **RMB 4.689 billion**, slightly lower than the prior year, with a significant increase in non-current assets and a stable equity base Consolidated Statement of Financial Position (RMB thousand) | Item (RMB thousand) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **4,689,112** | **4,824,198** | | Non-current Assets | 722,140 | 390,124 | | Current Assets | 3,966,972 | 4,434,074 | | **Total Liabilities** | **711,370** | **732,205** | | **Total Equity** | **3,977,742** | **4,091,993** | [Consolidated Statement of Cash Flows](index=176&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2025, net cash used in operating activities narrowed to **RMB 249 million**, with net cash generated from investing activities at **RMB 117 million**, resulting in a net decrease in cash and cash equivalents of **RMB 112 million** Consolidated Statement of Cash Flows (RMB thousand) | Item (RMB thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (248,814) | (326,383) | | Net Cash Generated from Investing Activities | 116,708 | 466,903 | | Net Cash Generated from Financing Activities | 20,043 | 82,208 | | **Net (Decrease)/Increase in Cash and Cash Equivalents** | **(112,063)** | **222,728** | | Cash and Cash Equivalents at Year-End | 1,316,397 | 1,407,620 | [Notes to the Consolidated Financial Statements (Selected)](index=177&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes provide detailed accounting policies and financial data breakdowns, covering revenue recognition, segment information, trade receivables, and share-based compensation, offering deeper insights into the financial figures - Note 5 Segment Information shows that the Big Data Platform and Solutions segment was the only one to achieve revenue growth, increasing by **10.3%** year-on-year[686](index=686&type=chunk) - Note 21 Trade Receivables indicates an increased proportion of receivables over 1 year old, with impairment provisions rising from **RMB 170 million to RMB 205 million**[741](index=741&type=chunk)[745](index=745&type=chunk) - Note 30 Share-based Payment Expenses significantly decreased to **RMB 6.705 million** in the current fiscal year from **RMB 58.71 million** in the previous fiscal year[781](index=781&type=chunk) [Financial Summary](index=268&type=section&id=Financial%20Summary) This section summarizes key financial data for the past five fiscal years (2021-2025), showing a revenue decline after peaking in FY2022, but a continuous narrowing of operating and annual losses for three consecutive years, indicating improving profitability Financial Summary (RMB thousand) | Item (RMB thousand) | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 867,036 | 1,237,200 | 804,700 | 807,076 | 714,979 | | **Operating Loss** | (453,286) | (767,398) | (630,049) | (219,919) | (134,149) | | **Loss for the Year** | (3,694,817) | (766,360) | (632,361) | (221,242) | (135,223) | | **Total Assets** | 5,249,894 | 4,722,810 | 4,911,508 | 4,824,198 | 4,689,112 | | **Total Equity** | 4,752,188 | 4,007,466 | 4,156,151 | 4,091,993 | 3,977,742 |

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 International Housewares Retail Company Limited 國際家居零售有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1373） 截至2025年4月30日止年度 全年業績公告 國際家居零售有限公司（「本公司」）的董事會（「董事會」或「董事」）欣然公佈本公司及其 附屬公司（統稱為「本集團」或「我們」）截至2025年4月30日止年度（「本年度」）之綜合全年 業績，並連同截至2024年4月30日止財政年度之比較數字（「2023/24」或「上年度」）。全年業 績是按照香港聯合交易所有限公司證券上市規則（分別簡稱為「聯交所」及「上市規則」）的相 關規定編製。 業績摘要 附註： - 1 - • 本年度收入達2,536,822,000港元（2023/24：2,687,036,000港元）(1)，較上年度下跌5.6%。 • 本年度之本公司權益持有人應佔利潤為47,727,0 ...

[Supplemental Announcement: Annual Report for the Year Ended June 30, 2024](index=1&type=section&id=%E8%A1%A5%E5%85%85%E5%85%AC%E5%91%8A%EF%BC%9A%E5%85%B3%E4%BA%8E%E6%88%AA%E8%87%B3%E4%BA%8C%E9%9B%B6%E4%BA%8C%E5%9B%9B%E5%B9%B4%E5%85%AD%E6%9C%88%E4%B8%89%E5%8D%81%E6%97%A5%E6%AD%A2%E5%B9%B4%E5%BA%A6%E5%B9%B4%E6%8A%A5) [Use of Proceeds from Share Subscription](index=1&type=section&id=%E8%82%A1%E4%BB%BD%E8%AE%A4%E8%B4%AD%E4%BA%8B%E9%A1%B9%E6%89%80%E5%BE%97%E6%AC%BE%E9%A1%B9%E7%94%A8%E9%80%94) The company utilized HK$72.47 million of the HK$74.71 million net proceeds from the October 2023 share subscription for debt repayment and working capital, with the remainder to be used by year-end - The company completed a share subscription with its controlling shareholder on October 16, 2023, issuing **1,123,500,000 shares** and raising net proceeds of approximately **HK$74.71 million**[3](index=3&type=chunk)[4](index=4&type=chunk) Use of Net Proceeds from Share Subscription (As of June 30, 2024) | Purpose | Planned Use (HKD thousands) | Actual Use (HKD thousands) | Unutilized Amount (HKD thousands) | | :--- | :--- | :--- | :--- | | Repayment of Group Debt | 67,239 | 65,000 | 2,239 | | General Working Capital | 7,471 | 7,471 | – | | **Total** | **74,710** | **72,471** | **2,239** | - The Group expects the remaining unutilized net proceeds of **HK$2.239 million** to be fully utilized by December 31, 2024[4](index=4&type=chunk)