香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公告的內容概不負責，對 其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部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。 JISHENG GROUP HOLDINGS LIMITED 吉盛集團控股有限公司 （於開曼群島註冊成立的有限公司） (股份代號 : 8133) 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 茲提述吉盛集團控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）截至二零二 四年十二月三十一日止年度之年報（「2024 年年度報告」）。除文義另有所指外，本公告所 用詞彙與 2024 年年度報告所界定者具有相同涵義。 除 2024 年年度報告所載資料外，本公司謹此提供以下補充資料。本補充公告應與 2024 年年 度報告內的「管理層討論與分析」一併閱讀。 二零二三年供股所得款項用途 於二零二三年六月五日，本公司公告（其中包括）建議股份合併及按於二零二三年七月二十 六日每持有兩(2)股股份獲發一(1)股供股股份之基準進行供股（「供股」），認購價為每股供 股股份 0.8 港元。供股已於二 ...

[Chairman's Statement](index=7&type=section&id=Chairman's%20Statement) [Performance Report](index=7&type=section&id=I.%20PERFORMANCE%20REPORT) The Group showed strong operational resilience in FY2024/2025, achieving significant profit growth despite a revenue decline Key Performance Indicators for FY2024/2025 | Indicator | FY2024/2025 | YoY Change | | :--- | :--- | :--- | | **Revenue** | Approx. RMB 1.688 billion | -3.3% | | **Operating Profit** | Approx. RMB 36.23 million | +39.4% | | **Net Profit** | Approx. RMB 16.17 million | +20.5% | | **Patient Visits** | 1,970,394 | +0.3% | - As of March 31, 2025, the Group operated 118 locations (107 clinics and 11 hospitals) with 1,566 dental chairs across 15 cities in China, with **over 70% of stores in the stable growth phase** (operating for more than 6 years), providing a solid foundation for profitability[26](index=26&type=chunk)[28](index=28&type=chunk) [Adjustment of Organizational Structure](index=8&type=section&id=II.%20ADJUSTMENT%20OF%20ORGANIZATIONAL%20STRUCTURE) The Group implemented a major organizational restructuring from a dual-brand to a four-region management model to integrate resources and enhance market responsiveness - The core of the organizational adjustment is the shift from dual-brand management to a **four-region management model** to achieve unified resource allocation and deep integration[27](index=27&type=chunk)[29](index=29&type=chunk) - Regional management aims to address consumer segmentation, facilitate natural customer flow between brands, and enable flexible strategy adjustments based on local market characteristics[31](index=31&type=chunk)[33](index=33&type=chunk) [Operation Review](index=9&type=section&id=III.%20OPERATION%20REVIEW) The Group advanced significantly in medical quality, technological innovation, cost efficiency, talent development, and brand building this fiscal year [Keeping the Original Heart and Consolidating the Quality Foundation](index=9&type=section&id=III.%20(I)%20Keeping%20the%20Original%20Heart%20and%20Consolidating%20the%20Quality%20Foundation) The Group enhanced medical quality and service safety through expert committees, specialized studios, and advanced emergency preparedness - The Group strengthened the professional guidance of eight specialist committees, including orthodontics and implantology, through regular case discussions and technical exchanges[32](index=32&type=chunk)[34](index=34&type=chunk) - An orthodontics consultation platform integrating national expert resources was launched to develop precise treatment plans for complex cases[36](index=36&type=chunk) [New Technology Leads Industry Development](index=11&type=section&id=III.%20(II)%20New%20Technology%20Leads%20Industry%20Development) The Group strengthened its technological leadership by applying digital innovations like surgical robots, CAD/CAM, and smart supply chain management - The application of **surgical robot technology** has deepened, with nearly 300 surgeries completed, achieving a precision of 0.05mm and an angular error of 0.71 degrees, becoming a core competency in implantology[40](index=40&type=chunk) - The "Friday" supply chain platform and smart cabinets enabled automated inventory tracking and full-process traceability, effectively reducing inventory backlog and waste[41](index=41&type=chunk)[43](index=43&type=chunk) [Reducing Cost and Increasing Efficiency to Unleash Profit Potential](index=12&type=section&id=III.%20(III)%20Reducing%20Cost%20and%20Increasing%20Efficiency%20to%20Unleash%20Profit%20Potential) The Group implemented comprehensive cost-reduction strategies across procurement and operations to improve profitability amid economic pressures - In procurement, strategies such as **centralized purchasing and multi-sourcing** were implemented to lower costs[42](index=42&type=chunk)[44](index=44&type=chunk) - In operations, refined management was achieved by renegotiating leases, optimizing underperforming stores, adjusting staffing, and introducing digital tools to reduce expenses[42](index=42&type=chunk)[44](index=44&type=chunk) [Talent Cultivation to Achieve Organizational Transition](index=13&type=section&id=III.%20(IV)%20Talent%20Cultivation%20to%20Achieve%20Organizational%20Transition) The Group expanded its professional team by increasing the number of full-time dentists and enhancing its systematic training programs - The number of full-time dentists increased to 999, with **nearly half having served the Group for over five years**, indicating high talent retention[46](index=46&type=chunk)[47](index=47&type=chunk) - This fiscal year, the Group recruited **8 clinic directors and discipline leaders**, including 6 with doctoral degrees, adding high-level academic strength to the team[46](index=46&type=chunk)[47](index=47&type=chunk) [Strengthening our Brand Foundation with Social Responsibilities](index=15&type=section&id=III.%20(V)%20Strengthening%20our%20Brand%20Foundation%20with%20Social%20Responsibilities) The Group reinforced its brand by embedding corporate culture, promoting public health education, and engaging in community service and philanthropy - The corporate culture was refined into a 48-character code of conduct and promoted through training and themed activities to enhance employee identification[50](index=50&type=chunk)[52](index=52&type=chunk) - In partnership with the Chinese Stomatological Association, the Group launched the **"Shining Star Project"** for autistic children, providing professional care, free consultations, and basic treatments[53](index=53&type=chunk)[55](index=55&type=chunk) [Business Outlooks](index=16&type=section&id=IV.%20BUSINESS%20OUTLOOKS) The Group's future strategy focuses on AI and digital integration, a clinic partnership mechanism, dual-brand operations, and enhanced customer channel development - **AI is a key future development strategy**, leveraging a database of over ten million cases for applications in assisted diagnosis, electronic medical records, quality control, and customer service[54](index=54&type=chunk)[56](index=56&type=chunk)[58](index=58&type=chunk) - The Group is actively promoting a **clinic partnership mechanism**, empowering partners with operational decision-making and greater profit sharing to foster an ownership mindset[64](index=64&type=chunk)[65](index=65&type=chunk) - The Group will maintain its **"Arrail Dental" and "Rytime Dental" dual-brand strategy** to target different consumer segments while integrating resources in technology, supply chain, and marketing[66](index=66&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) - Channel development will be strengthened through partnerships with commercial insurance, expanding health insurance coverage, and growing the corporate client market, having already secured a new million-user corporate client this year[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk) [Financial and Business Highlights](index=23&type=section&id=Financial%20and%20Business%20Highlights) The Group achieved profitability for the second consecutive year in FY2024/2025 through cost efficiencies, despite a slight revenue decrease Core Financial and Operational Data for FY2024/2025 | Indicator | FY2024/2025 | YoY Change | | :--- | :--- | :--- | | **Total Revenue** | RMB 1.688 billion | -3.3% | | **Operating Profit** | RMB 36.2 million | +39.4% | | **Net Profit** | RMB 16.2 million | +20.5% | | **Store Scale** | 118 locations | 1 new hospital opened | | **Number of Dentists** | 999 | +27 | | **Patient Visits** | 1.97 million | +0.3% | - Customer loyalty remains high, with a **revisit rate of 47.8%**, and approximately 20.6% of new patients were referred by existing patients[78](index=78&type=chunk) [Management Discussion and Analysis](index=25&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=25&type=section&id=BUSINESS%20REVIEW) The Group operates a dual-brand strategy across 118 locations with 999 dentists, maintaining high patient loyalty and team stability Dual-Brand Operational Data Comparison (For the year ended March 31) | Indicator | Brand | 2025 | 2024 | | :--- | :--- | :--- | :--- | | **Total Patient Visits** | Arrail Dental | 516,868 | 531,894 | | | Rytime Dental | 1,453,526 | 1,433,574 | | **Total Dental Chairs** | Arrail Dental | 505 | 505 | | | Rytime Dental | 1,061 | 1,064 | | **Revenue per Dental Chair (RMB in thousands)** | Arrail Dental | 1,456 | 1,554 | | | Rytime Dental | 898 | 903 | - As of March 31, 2025, the Group had 3,111 full-time employees, including **999 dentists (32.1%)** and **1,048 nursing staff (33.7%)**[131](index=131&type=chunk) - The dentist team demonstrates high stability, with **44.3% serving for over 5 years**, 16.7% for over 10 years, and 6.4% for over 15 years[135](index=135&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk) [Industry Outlook and Future Development](index=33&type=section&id=Industry%20Outlook%20and%20Future%20Development) The Group plans to capitalize on the growing Chinese dental market through seven core strategies, with AI-powered intelligent healthcare at the forefront - According to a Frost & Sullivan report, China's dental service market is projected to grow at a **CAGR of 7.5% from 2024 to 2028**, reaching nearly RMB 200 billion[142](index=142&type=chunk)[146](index=146&type=chunk) - China's dentist density (approx. 175 per million people) and annual per capita dental expenditure (approx. US$44) are **significantly lower than in mature markets like the US**, indicating substantial growth potential[143](index=143&type=chunk)[146](index=146&type=chunk) - The core of the company's future strategy is **AI empowerment**, leveraging its vast case database for applications in assisted diagnosis, case note writing, and intelligent customer service[149](index=149&type=chunk)[151](index=151&type=chunk) [Financial Review](index=41&type=section&id=FINANCIAL%20REVIEW) In FY2024/2025, revenue slightly declined to RMB 1.688 billion, but significant reductions in administrative expenses drove a 39.4% rise in operating profit Revenue by Service Type (RMB in thousands) | Service Type | 2025 | % of Total | 2024 | % of Total | | :--- | :--- | :--- | :--- | :--- | | General Dentistry | 922,607 | 54.6% | 968,150 | 55.5% | | Orthodontics | 367,806 | 21.8% | 382,457 | 21.9% | | Implantology | 309,911 | 18.4% | 357,963 | 20.5% | | Others | 88,067 | 5.2% | 37,212 | 2.1% | | **Total** | **1,688,391** | **100.0%** | **1,745,782** | **100.0%** | Key Expense Changes (RMB in millions) | Expense Item | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Cost of Sales | 1,346.3 | 1,353.1 | -0.5% | | Selling and Distribution Expenses | 125.1 | 140.8 | -11.2% | | Administrative Expenses | 174.5 | 242.8 | -28.1% | | R&D Expenses | 8.7 | 8.2 | +5.0% | - **Administrative expenses decreased by 28.1%**, primarily due to reduced share-based compensation expenses as most restricted share units had vested before the reporting period[199](index=199&type=chunk)[200](index=200&type=chunk) - As of March 31, 2025, the Group held **RMB 537 million in cash and cash equivalents**, with a gearing ratio (total borrowings/total equity) of 24.8%[239](index=239&type=chunk)[251](index=251&type=chunk) [Profiles of Directors and Senior Management](index=52&type=section&id=Profiles%20of%20Directors%20and%20Senior%20Management) This section details the professional backgrounds, responsibilities, and qualifications of the company's directors and senior management team - Founder Mr. Zou Qifang, 71, serves as Chairman and CEO, responsible for the Group's overall strategic planning and business direction, holding an MBA from the Wharton School of the University of Pennsylvania[253](index=253&type=chunk)[254](index=254&type=chunk)[255](index=255&type=chunk) - Mr. Zhang Jincai, 62, serves as Executive Director and Chief Medical Officer, overseeing the Group's medical services and operations, holding a Ph.D. in Clinical Medicine from West China Medical Center of Sichuan University[258](index=258&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk) [Directors' Report](index=58&type=section&id=Directors'%20Report) [Principal Risks and Uncertainties Facing the Group](index=62&type=section&id=PRINCIPAL%20RISKS%20AND%20UNCERTAINTIES%20FACING%20THE%20GROUP) The Group faces key risks related to business expansion, regulatory compliance, talent dependency, medical liabilities, and its contractual (VIE) structure - Key risks include: - Balancing business expansion with profitability - Difficulties in obtaining and renewing medical licenses - **High dependency on dental professionals** and the risk of talent attrition - Complaints, investigations, or legal proceedings related to medical malpractice - Risks associated with the **contractual arrangements (VIE structure)**[327](index=327&type=chunk)[334](index=334&type=chunk) [Share Incentive Scheme](index=78&type=section&id=SHARE%20INCENTIVE%20SCHEME) The company operates two RSU schemes to attract and retain talent, with one plan having granted over 103 million shares to date - The RSU Scheme has a total limit of 119,972,600 shares, and as of March 31, 2025, **103,838,101 shares had been granted** to 747 grantees[440](index=440&type=chunk)[449](index=449&type=chunk) - The 2022 RSU Scheme has a limit of 58,159,195 shares to be satisfied by purchasing existing shares on the market; **no shares had been granted** under this scheme as of the period end[459](index=459&type=chunk)[471](index=471&type=chunk) [Connected Transactions](index=84&type=section&id=CONNECTED%20TRANSACTIONS) The primary connected transaction involved a loan to a company wholly owned by the controlling shareholder, Mr. Zou Qifang, with terms deemed fair by the Board - The company provided a loan to Beier Holdings Limited, wholly owned by controlling shareholder Mr. Zou Qifang, with the principal reduced from US$11 million to **US$7.5 million** and the term extended to 42 months at a 5.5% interest rate[503](index=503&type=chunk)[510](index=510&type=chunk)[512](index=512&type=chunk) - To secure the loan, Mr. Zou and his indirectly held companies have pledged shares representing approximately **9.1% of the company's issued share capital**[510](index=510&type=chunk)[512](index=512&type=chunk) [Contractual Arrangements (VIE Structure)](index=91&type=section&id=CONTRACTUAL%20ARRANGEMENTS) The Group utilizes a VIE structure to control its PRC operations due to foreign ownership restrictions, which the Board has confirmed remains effective - To circumvent foreign ownership restrictions, the Group controls its dental clinic and hospital businesses in China through a series of **contractual arrangements** with Beijing Arrail, Shenzhen Rytime, and their registered shareholders[519](index=519&type=chunk)[561](index=561&type=chunk)[562](index=562&type=chunk) - The Board, including independent non-executive directors, has conducted its annual review and confirmed that the contractual arrangements were **executed effectively** during the reporting period without material changes[579](index=579&type=chunk) [Use of Proceeds from Global Offering](index=112&type=section&id=USE%20OF%20PROCEEDS%20FROM%20GLOBAL%20OFFERING) Of the HK$590 million net proceeds from the 2022 global offering, approximately HK$362 million has been used, primarily for business expansion Use of Proceeds from Global Offering (HK$ in millions) | Purpose | Total Net Proceeds | Unutilized as of Apr 1, 2024 | Utilized during the Period | Unutilized as of Mar 31, 2025 | | :--- | :--- | :--- | :--- | :--- | | **Business Expansion** | 442.4 | 232.1 | 49.2 | 182.9 | | **Build and Optimize IT Infrastructure** | 88.5 | 34.7 | 17.6 | 17.1 | | **Working Capital** | 59.0 | 41.3 | 13.6 | 27.7 | | **Total** | **589.9** | **308.1** | **80.4** | **227.7** | [Corporate Governance Report](index=115&type=section&id=Corporate%20Governance%20Report) The company maintained high corporate governance standards, complying with all code provisions except for the combined role of Chairman and CEO - The company complied with all applicable provisions of the Corporate Governance Code, with the only deviation being the **combined role of Chairman and CEO** held by founder Mr. Zou Qifang, which the Board believes ensures leadership continuity[637](index=637&type=chunk)[648](index=648&type=chunk) - The Board has established Audit, Remuneration, and Nomination committees, all composed of **independent non-executive directors**, ensuring independent and professional decision-making[683](index=683&type=chunk) - The Board is responsible for maintaining a sound and effective internal control and risk management system, reviewing its effectiveness annually with oversight from the Audit Committee[746](index=746&type=chunk)[751](index=751&type=chunk) [Independent Auditor's Report](index=136&type=section&id=Independent%20Auditor's%20Report) PricewaterhouseCoopers issued an unmodified audit opinion, highlighting revenue recognition and goodwill impairment as key audit matters - The auditor issued an **unmodified opinion** on the Group's consolidated financial statements[786](index=786&type=chunk) - Key Audit Matters included: - **Estimation of revenue from orthodontic and implant services**, due to the high degree of estimation uncertainty in recognizing revenue based on the progress of performance obligations - **Goodwill impairment assessment**, which relies on subjective management assumptions in cash flow projections, such as revenue growth and discount rates[797](index=797&type=chunk)[798](index=798&type=chunk)[808](index=808&type=chunk) [Consolidated Financial Statements](index=146&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Income Statement](index=146&type=section&id=Consolidated%20Income%20Statement) For the year ended March 31, 2025, the Group's revenue was RMB 1.688 billion, with net profit increasing by 20.5% to RMB 16.17 million Consolidated Income Statement Summary (RMB in thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 1,688,391 | 1,745,782 | | Gross Profit | 342,090 | 392,676 | | Operating Profit | 36,232 | 25,995 | | Profit before Income Tax | 23,835 | 17,085 | | **Profit for the Year** | **16,168** | **13,416** | | Profit attributable to Owners of the Company | 21,989 | 17,162 | | Basic Earnings per Share (RMB) | 0.05 | 0.04 | [Consolidated Balance Sheet](index=148&type=section&id=Consolidated%20Balance%20Sheet) As of March 31, 2025, the Group's total assets were RMB 3.16 billion and total equity was RMB 1.78 billion, with a strong cash position Consolidated Balance Sheet Summary (RMB in thousands) | Item | As of Mar 31, 2025 | As of Mar 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **3,160,505** | **3,267,927** | | Non-current Assets | 1,403,617 | 1,534,999 | | Current Assets | 1,756,888 | 1,732,928 | | **Total Liabilities** | **1,376,927** | **1,430,670** | | Current Liabilities | 914,770 | 855,232 | | Non-current Liabilities | 462,157 | 575,438 | | **Total Equity** | **1,783,578** | **1,837,257** | | Equity attributable to Owners of the Company | 1,713,865 | 1,755,167 | [Consolidated Statement of Cash Flows](index=152&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group generated RMB 231 million in net cash from operations, with a year-end cash balance of RMB 537 million after investment and financing activities Consolidated Statement of Cash Flows Summary (RMB in thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net cash generated from operating activities | 231,141 | 276,653 | | Net cash used in investing activities | (153,519) | (175,997) | | Net cash used in financing activities | (206,844) | (106,963) | | **Net decrease in cash and cash equivalents** | **(129,222)** | **(6,307)** | | Cash and cash equivalents at beginning of year | 656,280 | 621,860 | | **Cash and cash equivalents at end of year** | **536,864** | **656,280** | [Five Year Financial Summary](index=296&type=section&id=Five%20Year%20Financial%20Summary) This section presents key financial data from FY2021-2025, showing a return to profitability in the last two years and steady asset growth Five Year Financial Data Summary (RMB in thousands) | For the year ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 1,688,391 | 1,745,782 | 1,473,741 | 1,623,553 | 1,515,127 | | **Gross Profit** | 342,090 | 392,676 | 247,084 | 336,557 | 364,420 | | **Operating Profit/(Loss)** | 36,232 | 25,995 | (190,290) | (28,572) | 124,467 | | **Profit/(Loss) for the Year** | 16,168 | 13,416 | (223,348) | (696,400) | (597,762) | | **Total Assets** | 3,160,505 | 3,267,927 | 3,061,636 | 2,990,347 | 2,350,754 | | **Total Liabilities** | 1,376,927 | 1,430,670 | 1,365,746 | 1,379,850 | 4,807,331 | | **Total Equity** | 1,783,578 | 1,837,257 | 1,695,890 | 1,610,497 | (2,456,577) |

2025 年 年 報 2025 ANNUAL REPORT 於開曼群島註冊成立的有限公司 Incorporated in the Cayman Islands with limited liability 股份代號：1933 Stock Code：1933 Contents 目錄 COMPANY SECRETARY LAI Ho Yan (ACG, HKACG) AUTHORISED REPRENSENTATIVES WANG Dongbin LAI Ho Yan (ACG, HKACG) AUDITOR KPMG Certified Public Accountants Public Interest Entity Auditor registered in accordance with the Accounting and Financial Reporting Council INVESTOR CALENDAR 2025 Final Results Announcement: 27 June 2025 Annual General Meeting: 19 September 2025 | Corpor ...

年報 2024/25 股份代號 : 252 Annual Report 2024/25 Stock code : 252 華 信 地 產 財 務 有 限 公 司 Annual Report 2024 / 2 5 年報 目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 董事與高級管理層簡介 | 3 | | 主席報告書 | 6 | | 企業管治報告書 | 14 | | 董事會報告書 | 31 | | 環境、社會及管治報告 | 40 | | 獨立核數師報告 | 68 | | 綜合損益表 | 75 | | 綜合全面收益表 | 76 | | 綜合財務狀況表 | 77 | | 綜合權益變動表 | 79 | | 綜合現金流動表 | 80 | | 綜合財務報告附註 | 81 | | 主要持有作投資物業概要 | 181 | | 主要發展中物業概要 | 182 | | 主要持有作自用物業概要 | 183 | | 五年財務摘要 | 184 | 公司資料 董事會 陳兆庭先生 徐家華先生 陸紹傳博士 甘卓燊先生 審核委員會 陳兆庭先生 （主席） 陳文漢先生 蔡漢榮先生 徐家華先生 陸紹傳博士 甘卓燊先生 ...

股份代號 1742 (於開曼群島註冊成立之有限公司) 中期報告 2024/2025 HPC HOLDINGS LIMITED | 目錄 | | | --- | --- | | 公司資料 | 2 | | 管理層討論及分析 | 4 | | 企業管治及其他資料 | 13 | | 中期簡明綜合財務報表審閱報告 | 19 | | 中期簡明綜合全面收益表 | 21 | | 中期簡明綜合資產負債表 | 22 | | 中期簡明綜合權益變動表 | 24 | | 中期簡明綜合現金流量表 | 25 | | 中期簡明綜合財務報表附註 | 27 | 公司資料 獨立非執行董事 梁偉業先生 鄞雲亮先生 陳力萍女士 審核委員會 梁偉業先生 （主席） 鄞雲亮先生 陳力萍女士 薪酬委員會 鄞雲亮先生 （主席） 王應德先生 陳力萍女士 註冊辦事處 Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands 總部及新加坡主要營業地點 7 Kung Chong Road, HPC Building, Level 6 Singapore 159144 ...

Corporate Information This section provides an overview of the company's corporate structure, including significant changes in its Board of Directors and committees [Directors and Committees](index=4&type=section&id=Directors%20and%20Committees) This section provides company registration details, headquarters, and lists significant changes in the Board of Directors and its committees during the reporting period - The Board of Directors and its sub-committees experienced **significant personnel changes** in 2024-2025, including resignations and new appointments of independent non-executive directors[4](index=4&type=chunk)[7](index=7&type=chunk)[8](index=8&type=chunk) Key Information for Shareholders This section provides essential information for shareholders, including the financial calendar and details of the company's capital structure [Financial Calendar and Capital Structure](index=7&type=section&id=Financial%20Calendar%20and%20Capital%20Structure) This section provides key shareholder information, including the 2025 financial calendar, capital structure, market capitalization, and stock code Key Financial Calendar Dates | Item | Details | | :--- | :--- | | **Financial Year End Date** | March 31, 2025 | | **2024/25 Annual Results Announcement Date** | June 19, 2025 | | **2024/25 Annual General Meeting** | September 5, 2025 | | **Stock Code** | SEHK Main Board 2421 | Capital Structure and Market Capitalization | Capital Information | As of March 31, 2025 | As of June 30, 2025 | | :--- | :--- | :--- | | **Issued Share Capital** | 5,053,648 HKD | 5,053,648 HKD | | **Market Capitalization** | 323,433,472 HKD | 333,540,768 HKD | | **Closing Price** | 0.64 HKD | 0.66 HKD | Financial Highlights This section summarizes the company's key financial performance, highlighting significant declines in revenue and profit while maintaining a robust financial structure [Key Financial Performance](index=9&type=section&id=Key%20Financial%20Performance) The company experienced significant declines in revenue and net profit for FY2025, with deteriorating margins, yet maintained a healthy liquidity and zero gearing ratio Key Financial Performance Indicators | Financial Metric | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 182 million RMB | 227 million RMB | -19.8% | | **Net Profit** | 20 million RMB | 40 million RMB | -50.0% | | **Basic Earnings Per Share** | 4.0 RMB cents | 7.9 RMB cents | -49.4% | | **Gross Profit Margin** | 58.5% | 64.2% | -5.7 percentage points | | **Net Profit Margin** | 11.1% | 17.7% | -6.6 percentage points | | **Final Dividend** | — | 2.0 HK cents | N/A | - Company financial charts indicate that revenue and net profit have **declined for three consecutive years** since peaking in 2022, with FY2025 performance marking a **six-year low**[22](index=22&type=chunk)[25](index=25&type=chunk) - Despite declining profitability, the company's financial structure remains **robust**, with a **current ratio of 2.3 times**, a **quick ratio of 0.4 times**, and a **gearing ratio of 0.0%**, indicating no net debt[29](index=29&type=chunk) Chairman's Statement This statement provides an overview of the Group's business performance, strategic direction, financial management, and human resources initiatives for the reporting period [Business Review and Performance](index=11&type=section&id=Business%20Review%20and%20Performance) The Group's FY2025 revenue and profit declined significantly due to non-cash impairments from real estate market adjustments, despite delivering several residential projects Key Financial Performance Overview | Financial Performance | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 181.7 million RMB | 226.9 million RMB | -20% | | **Profit Attributable to Shareholders** | 20.21 million RMB | 40.07 million RMB | -50% | - The performance decline was primarily due to **RMB 19.04 million in non-cash impairments**, including **RMB 15.58 million** from investment property valuation losses and **RMB 3.46 million** from inventory impairment, reflecting market downturn pressure[31](index=31&type=chunk) Residential Project Delivery Details | Project Delivery Status | Units Delivered | Revenue Recognized (RMB) | Average Selling Price (RMB/sqm) | | :--- | :--- | :--- | :--- | | **Dongguan Jiahui Haoting Phase III** | 13 | 36,570,000 | ~20,200 | | **Dongguan Jiahui Haoting Phase IV** | 59 | 119,649,000 | ~20,600 | | **Dongguan Jiahui Haoting Phase V** | 7 | 21,778,000 | ~23,400 | | **Huizhou Luofu Mansion** | 6 | 3,686,000 | ~7,600 | [Operating Strategies and Outlook](index=13&type=section&id=Operating%20Strategies%20and%20Outlook) The Group adopts a prudent strategy of focused development and diversified integration, maintaining a healthy financial structure while exploring new business models for future growth - Core operating strategies emphasize **stability and focus**, including: - **Focused Development**: Concentrating on core cities in the Greater Bay Area, aligning with urban renewal and rural revitalization - **Solid Stability**: Strengthening internal controls and risk management, improving operational efficiency - **Resilient Growth**: Maintaining healthy cash flow and stable gearing ratio, enhancing liquidity through asset disposal - **Diversified Integration**: Exploring the combination of residential properties with cultural tourism and lifestyle amenities, expanding non-residential businesses[42](index=42&type=chunk) - Future outlook includes evaluating the synergistic potential of residential projects with cultural and tourism facilities, and exploring market opportunities in **trendy culture and creative industries** to diversify business[50](index=50&type=chunk) [Financial Resources and Risk Management](index=16&type=section&id=Financial%20Resources%20and%20Risk%20Management) As of March 31, 2025, the Group maintained a net cash position with sufficient liquidity, while actively monitoring foreign exchange risks and managing bank mortgage guarantees for homebuyers - The company's financial condition is **healthy**, in a **net cash position**, with approximately **RMB 133 million** in cash and bank balances, and no significant borrowings[51](index=51&type=chunk)[52](index=52&type=chunk) - The Group provided bank mortgage guarantees for homebuyers, with total outstanding guarantees of **RMB 242 million** as of March 31, 2025, a decrease from **RMB 348 million** in 2024[60](index=60&type=chunk) [Dividend and Employees](index=18&type=section&id=Dividend%20and%20Employees) The Board decided against a final dividend for FY2025, while the Group maintained an average of 65 employees and implemented talent retention programs - The Board decided **not to recommend a final dividend** for FY2024/25, contrasting with the **2.0 HK cents per share** final dividend paid in FY2023/24[70](index=70&type=chunk)[75](index=75&type=chunk) - The Group prioritizes talent retention, implementing a **'Cooperative Home Ownership Scheme'** to assist high-potential employees with local home purchases[68](index=68&type=chunk)[73](index=73&type=chunk) Corporate Governance Report This report details the company's commitment to high corporate governance standards, including board structure, internal controls, risk management, and shareholder communication policies [Board of Directors and Committees](index=19&type=section&id=Board%20of%20Directors%20and%20Committees) This section details the Board's composition, including its three independent-chaired committees (Remuneration, Audit, Nomination), ensuring compliance with listing rules and robust governance - The Board structure complies with listing rule requirements, with **independent non-executive directors constituting one-third** of the Board, and at least one possessing expertise in accounting or relevant financial management[87](index=87&type=chunk)[119](index=119&type=chunk) - The company has Remuneration, Audit, and Nomination Committees, with **most members being independent non-executive directors**, ensuring decision independence and objectivity[95](index=95&type=chunk)[131](index=131&type=chunk)[138](index=138&type=chunk)[145](index=145&type=chunk) - The company has adopted **Board diversity and nomination policies**, emphasizing consideration of gender, age, cultural background, and professional experience in director selection[97](index=97&type=chunk)[103](index=103&type=chunk) [Accountability, Audit, and Risk Management](index=43&type=section&id=Accountability%2C%20Audit%2C%20and%20Risk%20Management) This section details the company's robust internal control and risk management framework, including annual internal audits, ERM processes for various risks, and anti-corruption policies - The company has established a **comprehensive Enterprise Risk Management (ERM) framework**, conducting bottom-up risk assessments at least annually to identify and address strategic, operational, compliance, and financial reporting risks[176](index=176&type=chunk)[178](index=178&type=chunk)[205](index=205&type=chunk) - The internal audit department reviewed the Group's risk management and internal control systems, which the Board deemed **effective and adequate** during the year[163](index=163&type=chunk) - The company has established **whistleblowing and anti-corruption policies**, providing compliance training to employees, with **no significant fraud or misconduct** identified during the year[213](index=213&type=chunk)[216](index=216&type=chunk) [Shareholder Communication and Rights](index=60&type=section&id=Shareholder%20Communication%20and%20Rights) This section outlines the company's shareholder communication policy and various channels, ensuring timely information dissemination and safeguarding shareholder rights to convene meetings and propose resolutions - The company has adopted a **shareholder communication policy** to ensure timely and equal access to company information, with regular effectiveness reviews[220](index=220&type=chunk)[227](index=227&type=chunk) - Shareholders holding **at least one-tenth of the company's paid-up share capital** have the right to request an extraordinary general meeting in writing[228](index=228&type=chunk) Senior Management Profile This section provides an overview of the company's senior management team, highlighting their extensive professional backgrounds and experience [Management Team Overview](index=65&type=section&id=Management%20Team%20Overview) This section provides detailed profiles of the company's directors and senior management, highlighting their extensive experience across various key functional areas - Executive directors possess **over 10 years of experience** in real estate, finance, or management, providing a solid foundation for the Group's operations and strategic planning[241](index=241&type=chunk)[247](index=247&type=chunk)[249](index=249&type=chunk)[254](index=254&type=chunk) - Non-executive Director and Chairman Mr. Ho Cheuk Fai, founder of Qualipak International Group, brings **over 40 years of business management experience**, with his children also serving on the Board[256](index=256&type=chunk)[259](index=259&type=chunk)[260](index=260&type=chunk) - Independent non-executive directors comprise professionals with backgrounds in **accounting, financial management, business management, and law**, supporting independent Board decision-making[264](index=264&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk) Report of the Directors This report details the Group's business operations, significant transactions, shareholder and director interests, and compliance with public float requirements [Business Operations and Financials](index=73&type=section&id=Business%20Operations%20and%20Financials) This section outlines the Group's core business in residential property development, the Board's decision not to recommend a final dividend, and the status of distributable reserves - The Group's core business is as a **boutique residential property developer** in the Greater Bay Area[286](index=286&type=chunk) - The Board **does not recommend a final dividend** for FY2024/25, contrasting with the **2.0 HK cents per share** paid in the previous fiscal year[288](index=288&type=chunk) - No purchases, sales, or redemptions of the company's shares occurred during the year[301](index=301&type=chunk) [Key Transactions and Corporate Actions](index=77&type=section&id=Key%20Transactions%20and%20Corporate%20Actions) This section details a significant connected transaction involving the sale of a subsidiary and the adoption of new share option and award schemes, with no grants made during the year - In May 2024, the company sold its wholly-owned subsidiary, Dongguan Jiaxuntong Computer Products Co., Ltd., to an associate of the controlling shareholder for **RMB 19.8 million**, constituting a discloseable connected transaction[354](index=354&type=chunk)[380](index=380&type=chunk) - The company adopted new share option and share award schemes, with an authorized limit of **10% of issued shares (50,536,480 shares)**, though no options or awards were granted by year-end[322](index=322&type=chunk)[333](index=333&type=chunk)[341](index=341&type=chunk) [Shareholder and Director Interests](index=91&type=section&id=Shareholder%20and%20Director%20Interests) This section details the significant shareholdings of the controlling shareholder and directors, confirming the controlling shareholder's compliance with non-compete undertakings Major Shareholder Interests | Major Shareholder | Total Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | | **Mr. Ho Cheuk Fai** | 366,667,500 | 72.56% | | **Ms. Ho Po Chu** | 366,667,500 | 72.56% | | **TMF (as Trustee)** | 204,402,000 | 40.45% | - Controlling shareholder Mr. Ho Cheuk Fai collectively controls **72.56% of the company's shares** through personal holdings, spouse's holdings, and a family trust[394](index=394&type=chunk) [Customers, Suppliers, and Public Float](index=98&type=section&id=Customers%2C%20Suppliers%2C%20and%20Public%20Float) This section highlights high supplier concentration and lower customer concentration, while confirming the company's compliance with the minimum 25% public float requirement - Supplier concentration is high: the **top five suppliers accounted for 92%** of total purchases, with the **largest supplier at 75%**[420](index=420&type=chunk) - Customer base is diversified: the **top five customers accounted for less than 30%** of total revenue[420](index=420&type=chunk) - The company confirmed maintaining the **minimum 25% public float** as required by listing rules[425](index=425&type=chunk) Environmental, Social and Governance Report This report details the Group's comprehensive ESG framework, outlining its governance, social responsibility initiatives, and environmental performance metrics [ESG Governance and Strategy](index=101&type=section&id=ESG%20Governance%20and%20Strategy) This section outlines the Group's ESG governance framework, aligned with UNSDGs and HKEX guidelines, identifying 8 material issues including green building and occupational health - The Board oversees ESG matters, authorizing the General Manager to lead relevant departments in executing sustainable development policies[442](index=442&type=chunk)[456](index=456&type=chunk) - The Group identified **8 material ESG issues**, with **occupational health and safety** and **green building development** deemed most impactful for the Group and stakeholders[466](index=466&type=chunk)[469](index=469&type=chunk) - This ESG report has been **verified by independent third-party TÜV Rheinland**, enhancing its credibility[608](index=608&type=chunk) [Social Performance](index=112&type=section&id=Social%20Performance) The Group demonstrates social responsibility through robust product quality control, active community engagement, ethical supply chain management, and comprehensive employee welfare and anti-corruption initiatives - Product responsibility: A **full-process quality control system** from design to after-sales service ensures housing quality and safety[491](index=491&type=chunk)[495](index=495&type=chunk)[496](index=496&type=chunk) - Community investment: **8 community cultural events** were organized during the year, including Mother's Day and Dragon Boat Festival activities, to enhance community cohesion[509](index=509&type=chunk)[512](index=512&type=chunk)[514](index=514&type=chunk) - Employee development and safety: Average employee training hours were **3.3 hours**, with **74.6% coverage**; the Group strictly complies with labor law, with **no fatal accidents or serious injuries**[540](index=540&type=chunk)[544](index=544&type=chunk) - Anti-corruption: The Group has implemented an **anti-corruption system**, providing compliance training to new employees and Board members, and requiring business partners to sign integrity undertakings[526](index=526&type=chunk)[527](index=527&type=chunk) [Environmental Performance](index=126&type=section&id=Environmental%20Performance) The Group demonstrates environmental commitment by targeting 100% green building standards for new projects, implementing resource conservation measures, and disclosing detailed environmental performance data - Green building target: The Group aims for **100% of all new projects to meet basic or higher green building standards** to address climate change and achieve sustainable development[554](index=554&type=chunk) Environmental Performance Indicators (FY2024/25) | Environmental Performance Indicators (FY2024/25) | Data | | :--- | :--- | | **Total Energy Consumption** | 343,045 kWh | | **Total Water Consumption** | 3,781 cubic meters | | **Total Greenhouse Gas Emissions (Scope 1+2)** | 184.92 tonnes of CO2 equivalent | Independent Auditor's Report This report presents the independent auditor's unmodified opinion on the financial statements and highlights key audit matters requiring significant management judgment [Auditor's Opinion and Key Audit Matters](index=154&type=section&id=Auditor's%20Opinion%20and%20Key%20Audit%20Matters) KPMG issued an unmodified audit opinion on the FY2024/25 financial statements, highlighting key audit matters related to Land Appreciation Tax provision and inventory net realizable value assessment - Audit opinion: KPMG issued an **unmodified opinion**, confirming the financial statements are true, fair, and comply with Hong Kong Financial Reporting Standards[653](index=653&type=chunk) - Key Audit Matters (KAMs) include: - **Provision for Land Appreciation Tax (LAT) in mainland China**: Involves uncertainty due to complex tax law interpretation - **Assessment of inventory net realizable value**: Requires significant management judgment and estimation of completion costs and future selling prices, especially in the current market[657](index=657&type=chunk)[670](index=670&type=chunk) Consolidated Financial Statements This section presents the Group's consolidated financial statements, including the statement of profit or loss, financial position, and cash flows for the reporting period [Consolidated Statement of Profit or Loss](index=164&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For FY2025, the Group's revenue and profit significantly declined due to non-cash impairments, despite effective cost control leading to a healthy gross profit Consolidated Statement of Profit or Loss (RMB thousands) | Statement of Profit or Loss Items (RMB thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Revenue** | 181,683 | 226,877 | | **Gross Profit** | 106,289 | 145,724 | | **Operating Profit** | 49,948 | 83,504 | | **Profit Before Tax** | 53,057 | 86,085 | | **Profit for the Year** | 20,207 | 40,069 | [Consolidated Statement of Financial Position](index=166&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets slightly decreased, with inventory as the largest component, while total liabilities reduced and shareholders' equity modestly increased, maintaining a stable financial position Consolidated Statement of Financial Position (RMB thousands) | Statement of Financial Position Items (RMB thousands) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Non-current Assets** | 273,939 | 229,438 | | **Current Assets** | 1,080,029 | 1,158,344 | | **Total Assets** | 1,353,968 | 1,387,782 | | **Current Liabilities** | 473,908 | 518,508 | | **Non-current Liabilities** | 19,915 | 20,051 | | **Total Liabilities** | 493,823 | 538,559 | | **Total Shareholders' Equity** | 860,145 | 849,223 | [Consolidated Cash Flow Statement](index=170&type=section&id=Consolidated%20Cash%20Flow%20Statement) In FY2025, the Group saw a narrowed net cash outflow from operations, a net outflow from investing activities, and a net outflow from financing activities, resulting in a net decrease in cash and cash equivalents Consolidated Cash Flow Statement (RMB thousands) | Cash Flow Statement Items (RMB thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | (5,251) | (79,133) | | **Net Cash (Used in)/From Investing Activities** | (27,341) | 2,636 | | **Net Cash Used in Financing Activities** | (9,452) | (19,367) | | **Net Decrease in Cash and Cash Equivalents** | (42,044) | (95,864) | | **Cash and Cash Equivalents at Year End** | 133,118 | 175,162 | Five-Year Financial Summary This section provides a historical overview of the Group's key financial data and trends over the past five fiscal years [Historical Financial Data](index=262&type=section&id=Historical%20Financial%20Data) This section summarizes the Group's key financial data over the past five fiscal years, showing declining revenue and profit since FY2022, with fluctuating but stable equity Five-Year Financial Summary (RMB thousands) | RMB thousands | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 181,683 | 226,877 | 700,751 | 775,555 | 590,803 | | **Operating Profit** | 49,948 | 83,504 | 449,510 | 549,415 | 381,063 | | **Profit for the Year** | 20,207 | 40,069 | 180,846 | 243,660 | 160,503 | | **Total Assets** | 1,353,968 | 1,387,782 | 1,512,495 | 1,975,199 | 2,200,592 | | **Total Equity** | 860,145 | 849,223 | 828,554 | 748,674 | 430,288 | Properties Held by the Group This section provides an overview of the Group's property portfolio, categorizing its assets into properties under development, completed properties for sale, and investment properties [Property Portfolio Overview](index=264&type=section&id=Property%20Portfolio%20Overview) As of March 31, 2025, the Group's property portfolio includes properties under development, completed properties for sale, and investment properties across various locations Property Portfolio Overview | Property Category | Key Projects | Status/Area | | :--- | :--- | :--- | | **Properties Under Development for Sale** | Foshan Gaoming District Project | Planned Gross Floor Area 131,472 square meters | | **Completed Properties Held for Sale** | Dongguan Jiahui Haoting Phases IV, V; Huizhou Luofu Mansion, etc. | Total Unsold Area Approximately 99,000+ square meters | | **Investment Properties** | Dongguan Fenggang Town Industrial Park and Commercial Buildings | Total Gross Floor Area Approximately 56,890 square meters |

[Corporate Information](index=2&type=section&id=Corporate%20Information) Provides core corporate details including registration, offices, board members, advisors, auditors, and bankers [Chairman's Statement](index=4&type=section&id=Chairman's%20Statement) Reviews FY2025 performance and strategy, noting profit growth from investment property gains despite revenue decline, and new financial services expansion [Business Review and Financial Performance](index=5&type=section&id=Chairman's%20Statement-Business%20Review) Group adjusted business, terminating insurance brokerage and suspending oil trading, while adding electronic product trading; profit surged due to investment property fair value gains - Group business structure adjustment: Insurance brokerage services were terminated in FY2024, and oil and liquid chemical product trading was suspended. Electronic product trading business was added in November 2024[15](index=15&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) Financial Indicators (Continuing Operations) | Financial Indicator (Million HKD) | 2025 Fiscal Year | 2024 Fiscal Year | Year-on-Year Change (Million HKD) | | :--- | :--- | :--- | :--- | | Revenue | 152 | 242 | -90 | | Gross Profit | 135 | 158 | -23 | | Profit for the Year | 467 | 95 | +372 | - The significant profit growth was primarily driven by an approximate **HKD 524 million** increase in fair value gain on investment properties and an approximate **HKD 13 million** contribution from share of results of an associate[27](index=27&type=chunk)[30](index=30&type=chunk) - The Group's core asset, the port and storage facilities in Dongying Port, Shandong, saw a change in its leasing business model. From August 1, 2023, the Group took back and began self-operating 14 gas tanks, while continuing to lease other facilities to existing operators, signing a supplementary agreement in December 2024 to extend the lease until 2030 and increase rent[17](index=17&type=chunk)[18](index=18&type=chunk)[23](index=23&type=chunk) [Prospects](index=7&type=section&id=Chairman's%20Statement-Prospects) Optimistic outlook for core terminal business and new fintech venture, aiming for diversified, sustainable growth and leveraging "new quality productive forces" - The Group expects its core asset, the port and storage facilities, to remain a primary source of revenue and profit, providing sustained growth momentum[31](index=31&type=chunk) - The Group completed a significant acquisition on June 17, 2024, acquiring a **28%** economic interest in a Chinese fintech company (Opco Group) for **RMB 200 million**, officially entering the financial services sector to diversify business and capitalize on China's "new quality productive forces" opportunities[32](index=32&type=chunk) - The newly acquired fintech business contributed approximately **HKD 13 million** in profit to the Group during the year, demonstrating a positive initial return on investment[32](index=32&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) Details operating results, business review, financial position, and future outlook, highlighting profit growth from property revaluation and strategic expansion into fintech [Operating Results](index=8&type=section&id=Management%20Discussion%20and%20Analysis-Operating%20Results) Revenue decreased due to suspended oil trading, but profit significantly increased from investment property fair value gains and associate contributions Revenue Sources (Continuing Operations) | Revenue Source (Continuing Operations) (Million HKD) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Port and Storage Facility Leasing | 151 | 164 | | Electronic Product Trading | 1 | 0 | | Oil and Liquid Chemical Product Trading | 0 | 78 | | **Total** | **152** | **242** | - Despite the revenue decrease, profit for the year from continuing operations increased from **HKD 95 million** to **HKD 467 million**, primarily due to (1) an approximate **HKD 524 million** increase in fair value gain on investment properties; and (2) an approximate **HKD 13 million** share of results from an associate[43](index=43&type=chunk) [Business Review](index=9&type=section&id=Management%20Discussion%20and%20Analysis-Business%20Review) Core business is Shandong liquid chemical terminal leasing; Group increased stake to 85%, launched electronic product trading, and terminated insurance brokerage - In April 2025, the Group further acquired a **29.83%** ordinary equity interest in Shundong Port, the operator of its core asset, for **HKD 300 million**, increasing its total stake from **55.17%** to **85%**[50](index=50&type=chunk)[54](index=54&type=chunk) - The Group commenced a new business line in November 2024, trading electronic products with Chinese e-commerce platforms[51](index=51&type=chunk)[55](index=55&type=chunk) - The Group completed the disposal of Yigao Financial Advisory Limited on October 12, 2023, formally terminating its insurance brokerage services business[52](index=52&type=chunk)[56](index=56&type=chunk) [Financial Review](index=10&type=section&id=Management%20Discussion%20and%20Analysis-Financial%20Review) Robust financial position with increased assets, improved gearing, enhanced liquidity, and significantly reduced borrowings; no assets pledged Financial Indicators | Financial Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Assets | HKD 2.733 billion | HKD 2.165 billion | | Total Liabilities | HKD 933 million | HKD 811 million | | Gearing Ratio | 0.34 | 0.37 | | Current Ratio | 5.57 | 3.14 | | Bank and Other Borrowings | HKD 22 million | HKD 160 million | | Bank Deposits and Cash | HKD 357 million | HKD 591 million | - As of March 31, 2025, the Group had **no pledged assets**. In contrast, as of March 31, 2024, approximately **HKD 1.507 billion** of investment properties were pledged for bank borrowings[62](index=62&type=chunk)[66](index=66&type=chunk) - The Board does not recommend the payment of any dividend for the year ended March 31, 2025[69](index=69&type=chunk)[74](index=74&type=chunk) [Future Plan and Prospects](index=11&type=section&id=Management%20Discussion%20and%20Analysis-Future%20Plan%20and%20Prospects) Plans focus on optimizing core terminal business with extended leases and developing new fintech services for long-term sustainable growth - The Group signed a supplementary agreement with the existing operator on December 20, 2024, extending the port facility lease until July 31, 2030, and gradually increasing the monthly rent from August 1, 2026, to a maximum of **RMB 11.7 million**[80](index=80&type=chunk) - Due to shrinking profit margins from market changes, the Group suspended its oil and liquid chemical product trading business in FY2024, focusing resources on its core port facility leasing business[82](index=82&type=chunk) - The Group acquired a **28%** economic interest in a fintech company (Opco Group) for **RMB 200 million** on June 17, 2024, aiming to enter China's rapidly developing credit assessment fintech solutions market and viewing it as a strategic move towards "new quality productive forces"[85](index=85&type=chunk) [Biographical Details of Directors](index=13&type=section&id=Biographical%20Details%20of%20Directors) Provides detailed professional and personal backgrounds of executive and independent non-executive directors, highlighting their diverse expertise [Executive Directors](index=14&type=section&id=Biographical%20Details%20of%20Directors-Executive%20Directors) Five executive directors, including Chairman and CEO, bring extensive experience in economic management, finance, and investment strategy from diverse backgrounds - Chairman Mr. Cao Sheng, **52 years old**, has many years of management experience in China's shipbuilding, offshore platform engineering, and business consulting industries[88](index=88&type=chunk) - CEO Mr. Liu Yong, **50 years old**, has extensive financial and management experience in Chinese government agencies and private enterprises[89](index=89&type=chunk) [Independent Non-Executive Directors](index=16&type=section&id=Biographical%20Details%20of%20Directors-Independent%20Non-Executive%20Directors) Three independent non-executive directors offer deep expertise in accounting, auditing, and corporate management, providing crucial oversight and advice - Mr. Tang Qingbin, **61 years old**, is a member of the Chinese Institute of Certified Public Accountants, with over **20 years** of experience in accounting and auditing in China[96](index=96&type=chunk) - Mr. Feng Nanshan, **48 years old**, is a practicing accountant of the Hong Kong Institute of Certified Public Accountants and a Certified Practising Accountant in Australia[97](index=97&type=chunk) - Mr. Song Jiahuan, **53 years old**, possesses extensive experience in social services and corporate management, serving as an independent non-executive director for several main board listed companies[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) [Corporate Governance Report](index=17&type=section&id=Corporate%20Governance%20Report) Outlines compliance with the Corporate Governance Code, emphasizing transparency, integrity, and accountability through board structure, committees, and risk controls [Board of Directors](index=20&type=section&id=Corporate%20Governance%20Report-Board%20of%20Directors) Board of eight members, including five executive and three independent non-executive directors, ensures strategic oversight, financial monitoring, and corporate governance - The Board comprises **8 members**, including **5 executive directors** and **3 independent non-executive directors**, complying with listing rule requirements[125](index=125&type=chunk)[126](index=126&type=chunk) - The company has adopted a board diversity policy and, as of the reporting date, ensured at least one director of a different gender on both the Board and the Nomination Committee[136](index=136&type=chunk)[140](index=140&type=chunk) Committee/Meeting Attendance | Committee/Meeting | Board Meetings | Remuneration Committee | Nomination Committee | Audit Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | **Number of Meetings** | 8 | 3 | 3 | 3 | 1 | [Board Committees](index=25&type=section&id=Corporate%20Governance%20Report-Board%20Committees) Established Remuneration, Nomination, and Audit Committees assist the Board in overseeing compensation, director appointments, financial reporting, and internal controls - **Remuneration Committee**: Composed of **three independent non-executive directors** and **one executive director**, responsible for reviewing the remuneration packages of directors and senior management[154](index=154&type=chunk) - **Nomination Committee**: Composed of **three independent non-executive directors** and **two executive directors**, responsible for advising the Board on director appointments and board succession matters[158](index=158&type=chunk) - **Audit Committee**: Composed of **three independent non-executive directors**, responsible for reviewing the Group's accounting principles, internal control procedures, and financial reporting matters. Three meetings were held during the year[164](index=164&type=chunk) [Risk Management and Internal Control](index=27&type=section&id=Corporate%20Governance%20Report-Risk%20Management%20and%20Internal%20Control) Board oversees effective risk management and internal control systems, including anti-fraud and whistleblowing policies, ensuring high ethical standards - The Board, through the Audit Committee, conducts annual reviews of the Group's risk management and internal control systems (including financial, operational, and compliance controls) and considers the existing systems effective and adequate for the year[173](index=173&type=chunk)[175](index=175&type=chunk) - The company has adopted anti-fraud and anti-corruption policies, maintaining a zero-tolerance stance towards any form of fraud and corruption[179](index=179&type=chunk) - The company has established a whistleblowing policy and a dedicated email channel (**whistle-blowing@energyintl.com.hk**) for employees and relevant third parties to report misconduct[180](index=180&type=chunk) [Report of the Directors](index=31&type=section&id=Report%20of%20the%20Directors) Details principal businesses, financial performance, share capital, major transactions, director interests, and corporate governance, noting no dividends and significant concentration risks [Financial Summary and Dividends](index=32&type=section&id=Report%20of%20the%20Directors-Financial%20Summary%20and%20Dividends) Summarizes five-year consolidated results, assets, and liabilities, showing significant profit growth for FY2025; no dividend recommended Financial Indicators (Thousand HKD) | Financial Indicator (Thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 (15 months) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 151,679 | 242,245 | 366,770 | 520,579 | 193,148 | | Profit Attributable to Owners of the Company | 256,330 | 51,990 | 89,308 | 12,762 | 6,726 | | **Assets and Liabilities** | | | | | | | Total Assets | 2,732,952 | 2,164,668 | 1,998,801 | 2,349,270 | 2,264,133 | | Total Liabilities | 933,000 | 810,605 | 825,662 | 1,109,402 | 1,098,804 | | Net Assets | 1,799,952 | 1,354,063 | 1,173,139 | 1,239,868 | 1,165,329 | - The Directors do not recommend the payment of any dividend for the year ended March 31, 2025[213](index=213&type=chunk)[219](index=219&type=chunk) [Major Customers and Suppliers](index=36&type=section&id=Report%20of%20the%20Directors-Major%20Customers%20and%20Suppliers) Reveals high customer and supplier concentration risks, with top five customers accounting for 99.3% of sales and top five suppliers for 76.1% of purchases - High customer concentration: The **top five customers** accounted for **99.3%** of total sales, with the **largest customer** accounting for **75.2%**[246](index=246&type=chunk) - Supplier concentration: The **top five suppliers** accounted for **76.1%** of total purchases, with the **largest supplier** accounting for **52.9%**[246](index=246&type=chunk) [Share Option Scheme](index=40&type=section&id=Report%20of%20the%20Directors-Share%20Option%20Scheme) New ten-year share option scheme adopted in 2023 to incentivize participants; no options granted or outstanding as of March 31, 2025 - The company adopted a new share option scheme on **September 29, 2023**, valid until **September 28, 2033**[280](index=280&type=chunk)[281](index=281&type=chunk) - As of March 31, 2025, no share options were granted or exercised, and there were no outstanding share options[290](index=290&type=chunk) [Contractual Arrangements](index=42&type=section&id=Report%20of%20the%20Directors-Contractual%20Arrangements) Details VIE structure to control 70% economic interest in a Chinese fintech company, addressing foreign investment restrictions and outlining associated risks - The reason for adopting contractual arrangements (VIE structure) is that Chinese law restricts foreign ownership in value-added telecommunications services to no more than **50%**[293](index=293&type=chunk) - The VIE structure allows the Group's affiliated company (Wholly Foreign-Owned Enterprise) to control the Opco Group and obtain **70%** of its economic interests, despite lacking direct equity ownership[299](index=299&type=chunk) - Key risks associated with the VIE structure include: uncertainty regarding future interpretations of China's Foreign Investment Law, potential adverse tax implications, difficulties in contract enforcement, and lack of relevant insurance coverage[318](index=318&type=chunk)[323](index=323&type=chunk)[325](index=325&type=chunk)[328](index=328&type=chunk) Financial Data Affected by Contractual Arrangements | Financial Data Affected by Contractual Arrangements | Amount (Million HKD) | | :--- | :--- | | Revenue for the Period (2024/6/17 - 2025/3/31) | 796.1 | | Total Assets at Period End (2025/3/31) | 737.2 | [Independent Auditor's Report](index=53&type=section&id=Independent%20Auditor's%20Report) Crowe (HK) CPA Limited issued an unqualified opinion on the financial statements, highlighting key audit matters related to fair value measurements [Auditor's Opinion](index=54&type=section&id=Independent%20Auditor's%20Report-Auditor's%20Opinion) Auditor issued an unqualified opinion, affirming the consolidated financial statements fairly reflect the Group's financial position, performance, and cash flows - The auditor issued an **unqualified opinion** on this year's financial statements, indicating that the financial statements are true and fair[372](index=372&type=chunk) [Key Audit Matters](index=55&type=section&id=Independent%20Auditor's%20Report-Key%20Audit%20Matters) Three key audit matters identified, all concerning fair value measurements of investment properties, preference shares, and promissory notes, requiring significant judgment - Key Audit Matter One: Fair value measurement of investment properties. As of March 31, 2025, their carrying amount was approximately **HKD 2.038 billion**, with a fair value change gain of approximately **HKD 541 million** recognized during the year[377](index=377&type=chunk)[379](index=379&type=chunk) - Key Audit Matter Two: Fair value measurement of preference shares classified as financial liabilities at fair value through profit or loss. As of March 31, 2025, their fair value was approximately **HKD 395 million**[386](index=386&type=chunk)[387](index=387&type=chunk) - Key Audit Matter Three: Fair value measurement of promissory notes classified as financial liabilities at fair value through profit or loss. As of March 31, 2025, their fair value was approximately **HKD 81.85 million**[392](index=392&type=chunk)[393](index=393&type=chunk) [Consolidated Financial Statements](index=62&type=section&id=Consolidated%20Financial%20Statements) Presents audited consolidated financial statements for FY2025, including income, comprehensive income, financial position, equity changes, cash flows, and detailed notes [Consolidated Income Statement](index=63&type=section&id=Consolidated%20Income%20Statement) FY2025 revenue decreased, but profit surged due to a substantial fair value gain on investment properties, significantly increasing profit before tax and net profit Items (Thousand HKD) | Item (Thousand HKD) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | **Continuing Operations** | | | | Revenue | 151,679 | 242,234 | | Gross Profit | 135,495 | 158,411 | | Fair Value Gain on Investment Properties | 541,176 | 17,038 | | Profit Before Income Tax | 626,294 | 122,460 | | **Profit for the Year** | **467,381** | **95,237** | | Profit Attributable to Owners of the Company | 256,330 | 51,990 | | Basic Earnings Per Share (HK cents) | 23.72 | 5.58 | [Consolidated Statement of Financial Position](index=65&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Total assets significantly increased due to investment property revaluation; liabilities managed, leading to higher net assets and strong short-term liquidity Items (Thousand HKD) | Item (Thousand HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Investment Properties | 2,038,373 | 1,507,397 | | Interests in Associates | 224,591 | – | | Cash and Cash Equivalents | 14,296 | 590,722 | | **Total Assets** | **2,732,952** | **2,164,668** | | **Liabilities and Equity** | | | | Bank Borrowings | 19,291 | 160,269 | | Preference Shares | 395,457 | 379,015 | | **Total Liabilities** | **933,000** | **810,605** | | **Net Assets** | **1,799,952** | **1,354,063** | | Equity Attributable to Owners of the Company | 1,254,229 | 1,017,351 | [Consolidated Statement of Cash Flows](index=68&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) Net cash inflow from operations, significant outflow from investing activities (associate acquisition, deposits), and outflow from financing, resulting in reduced year-end cash Items (Thousand HKD) | Item (Thousand HKD) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Net Cash from Operating Activities | 90,817 | 346,367 | | Net Cash from Investing Activities | (520,350) | 53,391 | | Net Cash from Financing Activities | (144,605) | 114,005 | | Net (Decrease) / Increase in Cash and Cash Equivalents | (574,138) | 513,763 | | Cash and Cash Equivalents at Beginning of Year | 590,722 | 83,092 | | **Cash and Cash Equivalents at End of Year** | **14,296** | **590,722** | [Notes to the Consolidated Financial Statements](index=70&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) Provides detailed explanations for financial statement items, including segment performance, investment property revaluation, and associate acquisition details [Note 10. Segment Information](index=139&type=section&id=Note%2010.%20Segment%20Information) Oil and liquid chemical terminal business is the core profit driver, while new electronic product trading generated minor revenue and a slight loss Reportable Segments (FY2025) | Reportable Segment (2025 Fiscal Year) | Revenue from External Customers (Thousand HKD) | Segment Profit/(Loss) (Thousand HKD) | | :--- | :--- | :--- | | Oil and Liquid Chemical Terminals | 150,691 | 644,456 | | Trading of Electronic Products | 988 | (537) | | **Total Continuing Operations** | **151,679** | **643,919** | [Note 20. Investment Properties](index=160&type=section&id=Note%2020.%20Investment%20Properties) Fair value of investment properties increased significantly due to revaluation gain; lease extended to 2030 with increased monthly rent Investment Property Fair Value Changes (Thousand HKD) | Investment Property Fair Value Changes (Thousand HKD) | Amount | | :--- | :--- | | Beginning of Year (2024/4/1) | 1,507,397 | | Additions | 9,645 | | Fair Value Adjustment | 541,176 | | Exchange Adjustment | (19,672) | | **End of Year (2025/3/31)** | **2,038,373** | - During the year, the Group extended the lease for investment properties until **2030**, and gradually increased the monthly rent from **RMB 9.6 million** to **RMB 11.7 million**[871](index=871&type=chunk) [Note 21. Interests in Associates](index=161&type=section&id=Note%2021.%20Interests%20in%20Associates) Group acquired 28% economic interest in a fintech company for RMB 200 million, contributing HKD 12.71 million profit since acquisition - The Group completed the acquisition of the Target Group on **June 17, 2024**, with a total investment cost of approximately **HKD 217 million**, including approximately **HKD 253 million** in goodwill[877](index=877&type=chunk)[878](index=878&type=chunk)[879](index=879&type=chunk) - From the acquisition date to March 31, 2025, the associate contributed **HKD 12.71 million** in share of profit to the Group[889](index=889&type=chunk) [Note 44. Events After Reporting Date](index=201&type=section&id=Note%2044.%20Events%20After%20Reporting%20Date) Post-reporting events include further acquisition of Shundong Port equity to 85% and vesting of promissory notes due to associate's profit guarantee - In April 2025, the Group completed a further acquisition of its core asset operator, Shundong Port, increasing its stake by **29.83%** for **HKD 300 million**, bringing the total holding to **85%**[1060](index=1060&type=chunk) - On **June 30, 2025**, the first profit guarantee (not less than **RMB 20 million**) in the associate acquisition agreement was met, triggering the vesting of the first tranche of promissory notes (principal of **RMB 14.546 million**)[1061](index=1061&type=chunk)

Content 目錄 2 E. Bon Holdings Limited Annual Report 2024/25 Financial Highlights I 財 務 摘 要 3 Corporate Information I 公 司 資 料 4 Group Structure I 集 團 架 構 6 Chairman's Statement I 主 席 報 告 書 7 Management Discussion and Analysis I 管 理 層 討 論 與 分 析 14 Directors' Report I 董 事 報 告 26 Corporate Governance Report I 企 業 管 治 報 告 41 Environmental, Social and Governance Report I 環 境 、 社 會 及 管 治 報 告 76 Independent Auditor's Report I 獨 立 核 數 師 報 告 111 Consolidated Statement of Comprehensive Income I 綜 合 全 面 收 益 表 119 Consol ...

香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的公司帶有較高投資風險。有意 投資的人士應了解投資於該等公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買賣之證券承受較大的市場波動風險，同時 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 不會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之任何損失承擔任何責任。 本年報的資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關思博系統控股有限公司（「本公司」） 的資料。本公司董事（「董事」）願就本年報的資料共同及個別地承擔全部責任。各董事在作出一切合理查詢後，確認就彼 等所知及所信，本年報所載資料在各重要方面均屬準確完備，沒有誤導或欺詐成分，且並無遺漏其他事項，足以令致本 年報所載任何陳述或本年報產生誤導。 本年報將自其刊發日期起計至少於聯交所網站www.hkexnew ...

ABLE ENGINEERING HOLDINGS LIMITED 安保工程控股有限公司 1 CONTENTS 目錄 The English text of this annual report shall prevail over the Chinese text in case of inconsistencies or discrepancies. 本年報之中英文版本如有任何歧義或差異，概以英文版本為準。 2 公司資料 Corporate Information 4 五年財務概要 Five-year Financial Summary 7 主席報告 Chairman's Statement 10 重大手頭合約概要 Summary of Substantial Contracts on Hand 12 牌照及資格 Licences and Qualifications 14 管理層討論及分析 Management Discussion and Analysis 25 董事及高級管理層履歷 Biographical Details of Directors and Senior Management 34 ...