东方支付集团控股(08613) - 2025 - 年度业绩

Company Information This section provides an overview of the company's governance structure, including its board composition and contact details Board of Directors and Committees The company's board comprises one executive, one non-executive, and three independent non-executive directors, supported by review, remuneration, and nomination committees for robust governance - The Board members include Executive Director Mr. Tsang Chi Kit (Managing Director), Non-Executive Director Mr. Siu Shu Ming, and Independent Non-Executive Directors Dr. Ng Yu Kei, Mr. Tong Che Chun, and Ms. Tam Yuen Lam (appointed on November 1, 2024)[13] - Mr. Tong Che Chun chairs the Audit Committee, Dr. Ng Yu Kei chairs the Remuneration Committee, and Dr. Ng Yu Kei also chairs the Nomination Committee[13] Company Contact Information The company is registered in the Cayman Islands, with its principal place of business in Hong Kong and headquarters in Thailand, trading under stock code 8613 - The registered office is in the Cayman Islands, with the principal place of business in Hong Kong at 15/F, Tai Hing Centre II, 251 Queen's Road Central[13][14] - The Thailand headquarters is located in Sun Tower (Tower A), Bangkok[14] - The company's stock code is 8613, and its official website is www.ocg.com.hk[15](index=15&type=chunk) Chairman's Statement Annual Review and Financial Performance This year, the Group's revenue grew by 10.7% to 35.1 million HKD, primarily from merchant acquiring transaction fees, while loss attributable to equity holders decreased to 34.2 million HKD due to reduced administrative expenses Annual Financial Performance Comparison | Indicator | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 35.1 | 31.7 | +10.7% | | Loss attributable to equity holders | 34.2 | 37.2 | -8.1% | - The decrease in net loss was primarily due to reduced general administrative expenses, increased selling and distribution costs, higher finance costs, and the net effect of no gain from disposal of subsidiaries[17] Business Outlook and Strategy China's tourism remains a key driver for Thailand's economic recovery, presenting opportunities for the Group, though recent safety concerns have impacted electronic payment transaction volumes; the Group plans regional expansion and targeted promotions to stabilize growth - In 2024, Chinese citizens were Thailand's largest foreign tourist group, with over 6.2 million visitors, boosting consumption in hospitality, retail, and transportation, benefiting the Group's digital payment services[18] - During the 2025 Lunar New Year, safety concerns led to a decline in Chinese tourist bookings to Thailand, resulting in reduced electronic payment transaction volumes for the Group early in the year[18] - The Group plans strategic adjustments, including regional expansion and targeted promotions, to stabilize future growth[18] Management Discussion and Analysis Business Review and Outlook The Group, as a merchant acquirer, primarily provides integrated payment processing services for Chinese tourists in Thailand and the Philippines, with revenue from transaction fees, foreign exchange discounts, and marketing services; despite strong first-half performance, external factors impacted second-half results, and future challenges will be addressed through diversified merchant networks and enhanced security - The Group's primary revenue sources are merchant acquiring transaction fees, foreign exchange discount income, and marketing and distribution service income[22] - The acquisition of bCode scanners, completed on March 30, 2023, will expand the Group's service portfolio into the Philippine market, offering advanced application payment services[24] - The Group plans to diversify its merchant network and enhance safety assurances for tourists to mitigate tourism downturn risks, while focusing on improving business operations and financial position[23] Financial Review This year, the Group's revenue increased, and gross profit and margin significantly improved, primarily due to higher merchant acquiring transaction fees and cost control measures; net loss narrowed, but current and total assets substantially decreased, and the asset-liability ratio deteriorated Annual Financial Data Comparison | Indicator | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 35.1 | 31.7 | +10.7% | | Merchant acquiring transaction fee income | 32.5 | 28.4 | +14.4% | | Foreign exchange discount income | 0.5 | 1.1 | -54.5% | | Gross Profit | 11.6 | 9.2 | +26.1% | | Gross Profit Margin | 32.9% | 29.1% | +3.8 percentage points | | General administrative expenses | 18.2 | 26.0 | -29.9% | | Selling and distribution costs | 22.9 | 21.6 | +6.0% | | Finance costs | 3.7 | 2.7 | +37.0% | | Net Loss | 34.2 | 37.2 | -8.1% | - Gross profit margin increased to 32.9%, mainly due to more transactions with suppliers charging lower network service fees this year[28] - Current assets decreased from 62.0 million HKD to 15.8 million HKD, total assets from 112.7 million HKD to 58.0 million HKD, and the asset-liability ratio deteriorated from 88.3% to -510.6%[35] Revenue and Costs This year's total revenue was approximately 35.1 million HKD, with merchant acquiring transaction fees contributing 32.5 million HKD, a 14.4% year-on-year increase; foreign exchange discount income decreased, and ESG consulting service income became zero due to subsidiary disposal, while cost of services provided increased by 4.7% to 23.6 million HKD, consistent with revenue growth Revenue Composition Comparison | Revenue Source | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Merchant acquiring transaction fee income | 32.5 | 28.4 | +14.4% | | Foreign exchange discount income | 0.5 | 1.1 | -54.5% | | Marketing and distribution service income | 2.1 | 2.2 | -4.5% | | ESG consulting service income | 0.0 | 0.03 | -100% | - The increase in merchant acquiring transaction fee income was primarily due to the rise in Chinese tourists following Thailand's economic recovery[26] - The total cost of services provided was approximately 23.6 million HKD, an increase of 4.7% from last year, consistent with the increase in revenue[27] Profit and Expenses This year, gross profit increased by 25.5% to 11.6 million HKD, and gross profit margin rose to 32.9%, mainly due to lower network service fees; general administrative expenses decreased by 29.8% to 18.2 million HKD, while selling and distribution costs slightly increased to 22.9 million HKD; finance costs increased by 37% to 3.7 million HKD due to higher convertible bond interest, and net loss narrowed to 34.2 million HKD Profit and Expenses Comparison | Indicator | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 11.6 | 9.2 | +26.1% | | Gross Profit Margin | 32.9% | 29.1% | +3.8 percentage points | | General administrative expenses | 18.2 | 26.0 | -29.9% | | Selling and distribution costs | 22.9 | 21.6 | +6.0% | | Finance costs | 3.7 | 2.7 | +37.0% | | Net Loss | 34.2 | 37.2 | -8.1% | - The decrease in general administrative expenses was primarily due to more effective cost control measures implemented this year[30] - The increase in finance costs was mainly attributable to higher interest costs from convertible bonds during the year[33] Liquidity and Financial Resources As of March 31, 2025, the Group's current assets significantly decreased to 15.8 million HKD, total assets fell to 58.0 million HKD, and total liabilities decreased to 63.3 million HKD; the asset-liability ratio deteriorated from 88.3% to -510.6%, indicating challenging financial conditions, with funding primarily from business revenue, public fundraising, and borrowings, managed with a prudent financial approach Liquidity and Financial Resources Comparison | Indicator | March 31, 2025 (million HKD) | March 31, 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Current Assets | 15.8 | 62.0 | -74.5% | | Bank balances and cash | 4.0 | 4.4 | -9.1% | | Total Assets | 58.0 | 112.7 | -48.5% | | Total Liabilities | 63.3 | 89.4 | -29.2% | | Asset-Liability Ratio | -510.6% | 88.3% | -598.9 percentage points | - The deterioration in the asset-liability ratio was primarily due to changes in the proportion of total other long-term liabilities and convertible bonds to total equity[35] - The Group manages credit and liquidity risks through continuous credit assessment and monitoring of its liquidity position[36] Significant Investments and Risks This year, the Group completed the disposal of its subsidiary, Global Principal Investment Limited, to optimize resource allocation; the Group's business faces multiple risks, including reliance on key suppliers and customers, third-party software failures, foreign exchange risk, and regulatory risks in Thailand - The disposal of all issued share capital of Global Principal Investment Limited was completed on April 18, 2023, for a total consideration of 1 HKD, aiming to more effectively allocate resources[40] - Key risks include reliance on China UnionPay, dependence on a single largest merchant, third-party software failures, foreign exchange risk, and regulatory risks in Thailand[45] - The Group faces foreign exchange risk, primarily due to trade receivables denominated in USD, which are hedged by outstanding forward foreign exchange contracts of USD 183,000 (approximately 1.43 million HKD)[44] Significant Investments and Disposals This year, the Group completed the disposal of Global Principal Investment Limited, which primarily engaged in ESG consulting and reporting, to optimize resource allocation; there were no other significant investments, acquisitions, or disposals of subsidiaries and associates during the year - The disposal of all issued share capital of Global Principal Investment Limited was completed on April 18, 2023, for a total consideration of 1 HKD[40] - The disposal of the target company and its subsidiaries (one of which primarily engaged in ESG consulting and reporting) aimed to enable the Group to more effectively allocate resources to other business segments[40] Key Risks and Uncertainties The Group's business involves multiple risks, including reliance on key suppliers (China UnionPay) and a single largest merchant, potential business interruptions from third-party software and equipment failures, foreign exchange risk, and regulatory risks in Thailand; the Group manages foreign exchange risk through forward foreign exchange contracts and continuously conducts risk management activities - Key risks include: cessation of cooperation with China UnionPay, reliance on a single largest merchant, third-party software and equipment failures, foreign exchange risk, and regulatory risks in Thailand[45] - The Group faces foreign exchange risk, as trade receivables are denominated in USD, and has entered into outstanding forward foreign exchange contracts of USD 183,000 (approximately 1.427 million HKD) for hedging[44] - The Group's risk management activities are continuously conducted by the Board, with financial risk management objectives and policies detailed in Note 29 to the consolidated financial statements[43] Use of Proceeds The Group raised funds through a share offer, convertible bonds, and placing of new shares; proceeds from the share offer were fully utilized for working capital, while convertible bond proceeds were mainly used to offset debts and for general working capital; the 2020 convertible bonds underwent multiple amendments, including extensions of maturity dates and adjustments to interest rates and conversion prices - Net proceeds from the share offer were approximately 51.1 million HKD, fully utilized as of the date of this annual report, primarily for working capital[46][49] - Net proceeds from the March 2024 convertible bonds were approximately 2.8 million HKD, used to offset debt and for general working capital[53][54] - Net proceeds from the October 2024 convertible bonds were approximately 2.7 million HKD, used to offset debt and for general working capital[57] - Net proceeds from the placing of new shares were approximately 4.9 million HKD, used to repay current debts and for general working capital[61] - The convertible bonds issued on June 26, 2020, had their maturity date extended to December 24, 2026, through the fourth supplemental agreement[66] Use of Proceeds from Share Offer The company listed on October 16, 2018, with net proceeds from the share offer of approximately 51.1 million HKD; due to changing market conditions and slowing Chinese tourist spending, the Board repeatedly adjusted the use of proceeds, reallocating funds to working capital to maintain business stability and address economic uncertainties; as of the date of this annual report, all net proceeds have been utilized according to the revised plan - Net proceeds from the share offer were approximately 51.1 million HKD, fully utilized as of March 31, 2025, and the date of this annual report[46][49] - The use of proceeds was adjusted multiple times, reallocating funds from improving smart POS terminals and expanding payment processing services to working capital, to cope with unfavorable business conditions and slowing Chinese tourist spending[48] Net Proceeds from Share Offer (as of the date of this annual report) | Intended Use | Net Proceeds (million HKD) | | :--- | :--- | | Continuous improvement of smart POS terminals and enhancement of their functions | 12.8 | | Development of acquiring host system | 8.1 | | Increase and expansion of marketing activities | 1.2 | | Recruitment of new talent | 2.2 | | Expansion of payment processing services to other payment network organizations | 15.1 | | Expansion to Cambodia | 6.6 | | Working capital | 5.1 | | Total | 51.1 | Use of Proceeds from Convertible Bonds During the year, the Group issued two tranches of convertible bonds in March 2024 and October 2024, with net proceeds of approximately 2.8 million HKD and 2.7 million HKD, respectively; these funds were primarily used to offset existing debts and supplement general working capital, strengthening the financial position and meeting cash flow needs - Net proceeds from the March 2024 convertible bonds were approximately 2,829,000 HKD, used to offset debt (313,000 HKD) and for the Group's general working capital (1,199,000 HKD)[53][54] - Net proceeds from the October 2024 convertible bonds were approximately 2,675,000 HKD, used to offset debt (2,382,000 HKD) and for the Group's general working capital (293,000 HKD)[57] - The issuance of convertible bonds aimed to extend debt maturity, raise cash to meet cash flow needs, and maintain positive relationships with subscribers to support bCode operations[52] Use of Proceeds from Placing of New Shares The company completed the placing of 29,610,000 new shares on March 4, 2025, at a placing price of 0.17 HKD per share, generating net proceeds of approximately 4,984,000 HKD; these funds were primarily used to repay the Group's current debts and supplement general working capital, strengthening its financial position and meeting immediate cash flow needs - The placing was completed on March 4, 2025, involving 29,610,000 new shares at a placing price of 0.17 HKD per share[60] - Net proceeds of approximately 4,984,000 HKD were used to repay the Group's current debts (2,356,000 HKD) and for the Group's general working capital (293,000 HKD)[61] - The placing aimed to raise sufficient cash to meet immediate cash flow needs, strengthen the financial position, and serve as general working capital[60] Amendments to 2020 Convertible Bonds The convertible bonds issued by the company on June 26, 2020, have undergone multiple amendments; the fourth supplemental agreement, signed on December 30, 2024, further extended the maturity date by two years to December 24, 2026, with other terms remaining unchanged, and all preconditions for this amendment were met by April 30, 2025 - The convertible bonds issued on June 26, 2020, had a total principal amount of 11,850,000 HKD and an annual interest rate of 7%[63] - The fourth supplemental agreement further extended the maturity date of the convertible bonds by two years to December 24, 2026[66] - All preconditions for this amendment were met by April 30, 2025[66] Employees and Remuneration Policy As of March 31, 2025, the Group employed 21 individuals, with 9 in Hong Kong and 12 in Thailand; total staff costs for the year were approximately 7.6 million HKD, slightly lower than last year; the Group offers market-competitive remuneration and benefits, with rewards based on performance and market conditions, including share options and training programs Employee Count and Costs Comparison | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Employees | 21 | 20 | | Hong Kong Employees | 9 | 8 | | Thailand Employees | 12 | 12 | | Total Staff Costs (million HKD) | 7.6 | 8.1 | - Employee remuneration and benefits are competitive with market levels and are rewarded based on performance, merit, and market conditions[69] - Other benefits, such as share options and training programs, are provided to eligible employees[70] Biographies of Directors and Senior Management Executive Director Mr. Tsang Chi Kit, 44, has served as Executive Director and Managing Director since April 6, 2022, and was appointed Compliance Officer and Authorized Representative on September 30, 2022; he is responsible for the Group's daily management and possesses extensive experience in cross-border M&A, corporate finance, financial accounting, and auditing - Mr. Tsang Chi Kit was re-designated as Executive Director and appointed Managing Director of the Company on April 6, 2022, responsible for the Group's daily management[72] - Mr. Tsang holds a Bachelor of Business Administration (Honours) in Accountancy from Hong Kong Baptist University and is a Fellow of the Association of Chartered Certified Accountants, with extensive experience in cross-border M&A, corporate finance, financial accounting, and auditing[72] Non-Executive Director Mr. Siu Shu Ming, 55, was appointed Non-Executive Director on December 10, 2021, and serves as a member of the Audit Committee; he has over 25 years of experience in corporate finance, M&A, IPOs, and fundraising activities involving listed companies in Hong Kong, China, Malaysia, Singapore, and Indonesia - Mr. Siu Shu Ming was appointed Non-Executive Director on December 10, 2021, and is a member of the Company's Audit Committee[73] - Mr. Siu holds a Bachelor of Accountancy degree from City University of Hong Kong and is a member of the Hong Kong Institute of Certified Public Accountants, with over 25 years of experience in corporate finance, M&A, IPOs, and fundraising activities[73] Independent Non-Executive Directors Dr. Ng Yu Kei, Mr. Tong Che Chun, and Ms. Tam Yuen Lam serve as Independent Non-Executive Directors; Dr. Ng has over 16 years of experience in technology innovation, Mr. Tong is experienced in accounting and corporate governance, and Ms. Tam has over 11 years of investment and asset management experience; together, they provide diverse professional advice to the Board - Dr. Ng Yu Kei was appointed on November 1, 2022, serving as Chairman of the Nomination and Remuneration Committees and a member of the Audit Committee, with over 16 years of business and technology management experience in the technology sector[76] - Mr. Tong Che Chun was appointed on October 20, 2023, serving as Chairman of the Audit Committee and a member of the Nomination and Remuneration Committees; he holds a Master of Business Administration in Finance, is a member of the Association of Chartered Certified Accountants, and a Certified Public Accountant in Hong Kong[77] - Ms. Tam Yuen Lam was appointed on November 1, 2024, with over 11 years of investment and asset management experience, holding a Bachelor of Economics and Finance degree from the University of Hong Kong[80][81] Senior Management Mr. Yu Chun Fai, the Group's founder, is primarily responsible for managing and overseeing overall business operations in Thailand, with extensive experience in the financial and payment industries; Ms. Ching Hui Lin, General Manager of Oriental City Group (Thailand) Co., Limited, is responsible for achieving business objectives, managing and coordinating business and teams, and has extensive experience in IT payment system support - Mr. Yu Chun Fai, the Group's founder, previously served as Executive Director, CEO, and Chairman of the Board, primarily responsible for managing and overseeing overall business operations in Thailand[82] - Mr. Yu has extensive experience in the financial industry and the bank card and payment industry[82] - Ms. Ching Hui Lin is the General Manager of Oriental City Group (Thailand) Co., Limited, responsible for achieving business objectives, managing and coordinating business and teams, with extensive experience in IT payment system support, technical and merchant support, and as an IT Executive Director[83] Company Secretary Mr. Huen Ting Cheung was appointed Company Secretary on March 2, 2022; he possesses extensive experience in accounting and corporate finance and is a licensed person registered under the Securities and Futures Ordinance - Mr. Huen Ting Cheung was appointed Company Secretary of the Company on March 2, 2022[85] - Mr. Huen has extensive experience in accounting and corporate finance and is a licensed person registered under the Securities and Futures Ordinance to carry out Type 6 (advising on corporate finance) regulated activities[85] Corporate Governance Report Corporate Governance Practices and Development The company has adopted and complied with the principles of the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules during the year, with a deviation regarding the non-segregation of Chairman and Managing Director roles; the company is committed to fostering a proactive corporate culture and has established various policies to enhance corporate governance, including shareholder communication, obtaining independent advice, and board diversity policies - The company has adopted and complied with the principles of the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules during the year, with deviations from Code Provisions C.1.6 and C.2.1[87] - The company is committed to creating a proactive culture based on purpose, values, and strategy, aiming to become a leading merchant acquirer in Thailand and the Philippines[88][90] - The Board adopted several policies on January 6, 2023, including a statement of purpose, values, and strategy, a shareholder communication policy, a policy for obtaining independent advice and views, a board diversity policy, a whistleblowing policy, and an anti-corruption policy[89] Corporate Culture and Strategy The company is committed to fostering a proactive corporate culture centered on technological advancement, engagement, excellence, and mutual respect; its strategy includes developing and strengthening core businesses in Thailand and the Philippines, enhancing corporate reputation, accelerating international success, and promoting technology application in business processes; all new employees undergo induction training to understand corporate culture and policies - The company's core values include technological advancement, engagement, excellence, and mutual respect[91][92][93][94] - Strategies include developing and strengthening core businesses in Thailand and the Philippines, enhancing corporate reputation, accelerating international success, and promoting the importance of technology[97] - All new employees are required to attend induction training to understand corporate culture and policies, legal regulations, and raise awareness[95] Board Composition and Responsibilities The Board is responsible for leading and controlling the Group, formulating business plans and strategies, and overseeing business performance, internal control, and risk management; this year, the Board temporarily failed to meet minimum independent non-executive director and gender diversity requirements due to a resignation, but subsequently complied with the appointment of Ms. Tam Yuen Lam; Board members are appointed based on merit, with regular rotation and re-election - The Board is responsible for leading and controlling the Group, formulating overall business plans and strategies, and overseeing business performance, internal control, and risk management[102] - On July 16, 2024, due to the resignation of Independent Non-Executive Director Ms. Liu Pei Er, the Board temporarily did not meet the minimum number of independent non-executive directors as required by GEM Listing Rule 5.05(1) and the board gender diversity requirement under Rule 17.104[100][101] - Following the appointment of Ms. Tam Yuen Lam as an Independent Non-Executive Director on November 1, 2024, the Board once again complied with the minimum number of independent non-executive directors and gender diversity requirements of the GEM Listing Rules[100] Board Diversity The company has adopted a Board Diversity Policy, considering factors such as gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service, to achieve sustainable and balanced board development; the Nomination Committee annually discusses and agrees on measurable objectives for diversity, and has expressed satisfaction with the policy's implementation and effectiveness - The company has adopted a Board Diversity Policy, with factors considered including, but not limited to, gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service[104] - The Nomination Committee annually discusses and agrees on measurable objectives for achieving board diversity, including at least one director with professional qualifications or financial management knowledge, and at least one director with extensive experience in the industry where the Group operates[105] - As of March 31, 2025, the gender ratio of the Group's employees (including senior management) was 52% male to 48% female, and the company considers employee gender diversity to be generally balanced[107] Board Committees The company has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, all complying with the GEM Listing Rules and Corporate Governance Code; each committee is led by independent non-executive directors, responsible for oversight and recommendations in their respective areas, ensuring transparency and effectiveness of company operations; all committees held regular meetings and fulfilled their duties this year - The company has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, all complying with the terms of reference under the GEM Listing Rules and Corporate Governance Code[113][116][121] - The Audit Committee's primary responsibility is to assist the Board in independently reviewing financial reporting procedures, internal control, and risk management systems[113] - The Remuneration Committee's primary responsibilities include providing recommendations on the remuneration policy and structure for directors and senior management, and determining specific remuneration packages[116] - The Nomination Committee's primary responsibility is to review the Board's structure, size, and diversity, and to provide recommendations on proposed changes[121] Audit Committee The Audit Committee comprises three independent non-executive directors and one non-executive director, with Mr. Tong Che Chun serving as Chairman; the committee's primary responsibility is to assist the Board in independently reviewing financial reporting, internal control, and risk management systems; this year, it held two meetings, reviewed financial information, discussed audit scope and results, and provided recommendations on the appointment of external auditors - The Audit Committee comprises Mr. Tong Che Chun (Chairman), Dr. Ng Yu Kei, Ms. Tam Yuen Lam (Independent Non-Executive Directors), and Mr. Siu Shu Ming (Non-Executive Director)[113] - The Committee reviewed the Group's audited consolidated financial information for the year ended March 31, 2024, and the unaudited consolidated financial information for the six months ended September 30, 2024[114] Audit Committee Meeting Attendance | Committee Member | Meetings Attended/Meetings Held | | :--- | :--- | | Mr. Tong Che Chun (Chairman) | 2/2 | | Dr. Ng Yu Kei | 2/2 | | Mr. Siu Shu Ming | 1/2 | | Ms. Tam Yuen Lam (appointed on November 1, 2024) | 0/1 | | Ms. Liu Pei Er (resigned on July 26, 2024) | 1/1 | Remuneration Committee The Remuneration Committee comprises three independent non-executive directors and one executive director, with Dr. Ng Yu Kei serving as Chairman; the committee is responsible for providing recommendations on the remuneration policy for directors and senior management and determining specific remuneration packages; this year, it held two meetings, reviewed the remuneration policy, evaluated the performance of executive directors and senior management, and approved the terms of executive directors' service contracts - The Remuneration Committee comprises Ms. Tam Yuen Lam, Dr. Ng Yu Kei, and Mr. Tong Che Chun (Independent Non-Executive Directors), and Mr. Tsang Chi Kit (Executive Director), with Dr. Ng Yu Kei serving as Chairman[116] - The Committee reviewed the Company's remuneration policy, evaluated the performance of the Group's executive directors and senior management, and approved the terms of the executive directors' service contracts[116] Remuneration Committee Meeting Attendance | Committee Member | Meetings Attended/Meetings Held | | :--- | :--- | | Dr. Ng Yu Kei (Chairman) | 2/2 | | Ms. Liu Pei Er (resigned on July 26, 2024) | 1/1 | | Mr. Tong Che Chun | 2/2 | | Mr. Tsang Chi Kit | 2/2 | | Ms. Tam Yuen Lam (appointed on November 1, 2024) | – | Annual Remuneration Distribution for Executive Directors and Senior Management | Remuneration Range (HKD) | Number of Individuals | | :--- | :--- | | 0 to 1,000,000 | 3 | | 1,000,001 to 1,500,000 | 1 | | 1,500,001 to 2,000,000 | 1 | Nomination Committee The Nomination Committee comprises three independent non-executive directors and one executive director, with Dr. Ng Yu Kei serving as Chairman; the committee's primary responsibility is to review the Board's structure, size, composition, and diversity, and to assess the independence of independent non-executive directors; this year, it held two meetings, reviewed the Board's structure and diversity, and all appointments were based on merit - The Nomination Committee comprises Dr. Ng Yu Kei (Chairman), Mr. Tong Che Chun, Ms. Tam Yuen Lam (Independent Non-Executive Directors), and Mr. Tsang Chi Kit (Executive Director)[121] - The Committee's primary responsibility is to review the Board's structure, size, and diversity (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service), and to provide recommendations on proposed changes[121] Nomination Committee Meeting Attendance | Committee Member | Meetings Attended/Meetings Held | | :--- | :--- | | Dr. Ng Yu Kei (Chairman) | 2/2 | | Mr. Tong Che Chun | 2/2 | | Mr. Tsang Chi Kit | 2/2 | | Ms. Tam Yuen Lam (appointed on November 1, 2024) | – | | Ms. Liu Pei Er (resigned on July 26, 2024) | 1/1 | Board Meetings and Continuous Development This year, the Board held nine meetings to review and approve annual and interim results; the company ensures that Board members receive all relevant information and professional advice in a timely manner and encourages directors to participate in continuous professional development to update their knowledge and skills; appropriate insurance arrangements have been made to cover directors' potential legal liabilities - During the year, the Board held nine meetings to review and approve the Group's annual results and annual report for the year ended March 31, 2024, and the interim results for the period ended September 30, 2024[125] - All directors participate in continuous professional development by attending seminars or reading updated information to refresh their knowledge and skills[129][130] - The company has made appropriate insurance arrangements to cover liabilities related to any legal actions against directors, which are reviewed annually[127] Risk Management and Internal Control The Board is responsible for overseeing and maintaining the Group's risk management and internal control systems, reviewing their effectiveness annually through the Audit Committee; this year, the Group outsourced its internal audit function to an external independent consultant and considers the existing systems adequate and effective, particularly in financial reporting and compliance with GEM Listing Rules - The Board is responsible for overseeing and maintaining the Group's appropriate and effective risk management and internal control systems, and reviews their effectiveness annually[133] - This year, the Group outsourced its internal audit function to an external independent internal control consultant, whose report was submitted to the Audit Committee and the Board for review[133] - The Board considers the Group's risk management and internal control systems for the year to be adequate and effective, particularly in financial reporting and compliance with the GEM Listing Rules[135] Ethics and Compliance Policies The company strictly adheres to the Securities and Futures Ordinance and GEM Listing Rules, ensuring timely and fair disclosure of inside information; it has adopted an anti-corruption policy prohibiting all forms of bribery and established a whistleblowing policy to encourage anonymous reporting of misconduct, upholding high standards of business ethics and transparency - The company strictly fulfills its obligations regarding the handling and disclosure of inside information in accordance with Part XIVA of the Securities and Futures Ordinance and the GEM Listing Rules[136] - The company has adopted an anti-corruption policy, which strictly prohibits any form of bribery, and encourages all directors and management team members to complete annual anti-corruption training[137] - The company has established a whistleblowing policy, encouraging employees and individuals dealing with the Group to report suspected irregularities or misconduct confidentially and anonymously[139] Shareholder Communication and Rights The company values effective communication with shareholders, having established a shareholder communication policy and multiple channels, including annual reports, interim reports, announcements, the company website, and general meetings; shareholders have the right to convene extraordinary general meetings and propose resolutions; the company has appointed dedicated staff for investor relations and ensures all corporate communications are available in both Chinese and English in an easily understandable language - The company has established a shareholder communication policy and multiple channels for communication with shareholders, including annual reports, interim reports, circulars, announcements on the Stock Exchange and the company website[143] - Shareholders have the right to request the Board in writing to convene an extraordinary general meeting to address specific matters[141] - The company has appointed dedicated employees responsible for investor relations, ensuring timely and effective dissemination of information to shareholders, and providing corporate communications in both Chinese and English versions in an easily understandable language[145] Environmental, Social and Governance Report Report Overview and Governance This report outlines the Group's ESG policies, measures, and performance from April 1, 2024, to March 31, 2025, covering core operations in Hong Kong and Thailand; prepared in accordance with Appendix C2 of the GEM Listing Rules, it adheres to principles of materiality, quantification, balance, and consistency; the Group has established an ESG working group, led by the Board, to manage and oversee sustainable development performance and engage with stakeholders through multiple channels - This report describes the Group's environmental and social policies and performance during the period from April 1, 2024, to March 31, 2025 (the Reporting Period)[149] - The report discloses ESG-related policies and initiatives for the Group's core and significant operations in Hong Kong and Thailand, accounting for 99.96% of the Group's total revenue during the Reporting Period[150] - The Group has established an ESG working group to manage and monitor sustainable development performance, reporting directly to the Board[154] Report Scope and Principles This report covers the Group's ESG policies and performance from April 1, 2024, to March 31, 2025, focusing on core operations in Hong Kong and Thailand, which account for 99.96% of total revenue; it is prepared according to Appendix C2 of the GEM Listing Rules' ESG Reporting Guide, based on the four principles of materiality, quantification, balance, and consistency - The reporting period is from April 1, 2024, to March 31, 2025[149] - The report scope covers core and significant operations in Hong Kong and Thailand, accounting for 99.96% of the Group's total revenue during the reporting period[150] - The report is prepared in accordance with the ESG Reporting Guide in Appendix C2 of the GEM Listing Rules, based on the four reporting principles of materiality, quantification, balance, and consistency[151] ESG Governance and Stakeholder Engagement The Group is committed to integrating ESG elements into its operations, having established an ESG working group led by the Board to oversee ESG policy implementation and sustainable development goals; the Group values stakeholder engagement (including shareholders, employees, customers, suppliers, and the community), communicating through various channels such as annual reports, meetings, websites, press releases, customer service hotlines, and community activities to formulate sustainable development strategies - The Group has established an ESG working group to manage and monitor sustainable development performance, reporting directly to the Board[154] - The Board leads and is responsible for overseeing the implementation of ESG policies within the Group and bears ultimate responsibility for ESG reporting[154] - The Group communicates with stakeholders through various channels, including annual reports, general meetings, the company website, press releases, regular meetings, performance appraisals, customer service hotlines, and community activities[156] Materiality Assessment The Group conducted a materiality assessment in 2024/2025 through direct communication with stakeholders to identify and prioritize ESG issues with significant impact on its business and stakeholders; the assessment process involved identifying and categorizing 28 issues, scoring them through an online survey, and then prioritizing them based on a materiality matrix; core issues include employment practices, customer satisfaction, diversity and equal opportunity, intellectual property, employee occupational health and safety, service and product quality, employee development and training, business ethics, customer privacy and confidentiality, and anti-corruption training for management and employees - The Group conducted a materiality assessment through direct communication with stakeholders to identify and prioritize ESG issues with significant impact on its business and stakeholders[157] - The assessment process included identifying 28 issues, scoring them through an online survey, and prioritizing them based on a materiality matrix[159] - The most relevant ESG issues include employment practices, customer satisfaction, diversity and equal opportunity, intellectual property, employee occupational health and safety, service and product quality, employee development and training, business ethics, customer privacy and confidentiality, and anti-corruption training for management and employees[161] Environmental Performance The Group's business operations have minimal environmental impact, yet it strives to enhance resource efficiency and environmental performance; this year, total greenhouse gas emissions increased by 26.4%, primarily from office electricity consumption; total non-hazardous waste decreased by 39%, mainly through technology-driven paper reduction; the Group actively responds to climate change initiatives, setting emission reduction targets and identifying climate-related risks and opportunities - The Group's business operations have no significant adverse environmental impact, but it is committed to improving resource utilization efficiency and environmental performance[167] - Total greenhouse gas emissions increased by 26.4% to 29.68 tonnes of CO2 equivalent, primarily from office electricity consumption[170] - Total non-hazardous waste decreased by 39% to 0.46 tonnes, mainly through technology-driven paper reduction[174] - The Group has set a target to reduce emissions by approximately 3% by 2026 compared to the 2020 baseline, and to ensure compliance with local regulations by 2030 or earlier[181] Environmental Compliance and Emissions The Group strictly complies with all relevant environmental laws and regulations in its operating countries and regions, with no significant violations identified during the reporting period; as operations are primarily office-based, exhaust gas emissions have no significant environmental impact; greenhouse gas emissions mainly originate from purchased office electricity (Scope 2), accounting for 87% of total emissions, with both total emissions and intensity increasing this year - The Group strictly complies with Hong Kong's Waste Disposal Ordinance and Thailand's National Environmental Quality Promotion and Protection Act, with no significant violations identified during the reporting period[168] - The Group's operations are primarily office-based, and exhaust gas emissions have no significant environmental impact[169] Greenhouse Gas Emissions Comparison | Indicator | Unit | 2024/2025 | 2023/2024 | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Scope 2 (Indirect Emissions) | tonnes of CO2 equivalent | 26.98 | 20.52 | +31.5% | | Scope 3 (Other Indirect Emissions) | tonnes of CO2 equivalent | 2.70 | 2.97 | -9.1% | | Total | tonnes of CO2 equivalent | 29.68 | 23.49 | +26.4% | | Intensity | tonnes of CO2 equivalent per employee | 1.41 | 1.17 | +20.5% | Waste Management and Resource Utilization The Group generates no hazardous waste, with non-hazardous waste primarily from paper consumption; through double-sided printing, paper reuse, and electronic document transfer, total non-hazardous waste decreased by 39% this year, and intensity decreased by 42%; the Group is committed to improving energy efficiency, with primary energy consumption from office electricity, where total consumption and intensity increased this year, but energy-saving measures have been implemented; packaging materials do not pose a major issue for the Group's operations - Total non-hazardous waste decreased by 39% to 0.46 tonnes, and intensity decreased by 42%, primarily through technology-driven paper reduction[174] - Energy consumption primarily comes from purchased office electricity, with total consumption increasing by 26.6% to 48,856 kWh this year, and intensity increasing by 20.6%[176][177] - The Group has implemented energy-saving measures, such as maintaining air conditioning at 25 degrees Celsius and switching off unused electronic devices[176] Climate Change Response The Group recognizes climate change as a global challenge and is committed to action; it plans to respond to government initiatives, setting emission reduction targets of approximately 3% by 2026 from a 2020 baseline, and ensuring compliance with local regulations by 2030 or earlier; the Group has integrated climate change response into its business strategy and identified short-term, medium-term, and long-term climate-related risks and opportunities, including extreme weather events, low-carbon policy transition risks, and emerging technology impacts - The Group plans to respond to government initiatives, setting a target to reduce emissions by approximately 3% by 2026 compared to the 2020 baseline, and to ensure compliance with local regulations by 2030 or earlier[181] - Climate change response has been integrated into the Group's business strategy and reflected in its governance and management processes, including the establishment of an ESG working group and assessment of climate-related risks[182][183] - The Group has identified short-term (extreme weather), medium-term (low-carbon policies, supply and demand changes), and long-term (new regulations, emerging technologies, reputational impact) climate-related risks and opportunities[185] Employee Management The Group values its employees as its most precious asset, striving to provide a positive work environment and career development; it strictly complies with relevant employment laws and regulations, with no significant non-compliance issues identified during the reporting period; recruitment is based on experience, skills, and ethics, while promotions are based on performance appraisals; the Group promotes a diverse and inclusive work environment, prohibiting all forms of discrimination; employees enjoy a five-day work week and various paid leaves, along with competitive remuneration and benefits; the Group prohibits child and forced labor and places high importance on occupational health and safety, with no work-related fatalities or injuries reported this year; the Group encourages employee participation in training, with an overall trained employee percentage of 67% this year - The Group regards its employees as its most valuable asset, committed to providing a better working environment and attractive career development paths[188] - The Group strictly complies with relevant employment laws and regulations in Hong Kong and Thailand, with no significant non-compliance issues identified during the reporting period[189] - The Group is committed to fostering a diverse and inclusive work environment, prohibiting any form of discrimination or harassment[191] - The Group offers competitive remuneration packages and various benefits, implementing a remuneration management policy to incentivize employees[193] - The Group prohibits child and forced labor and regularly reviews employment practices to mitigate risks[196] - The Group places high importance on providing a safe and healthy work environment for employees, with no work-related fatalities or injuries reported during the reporting period[197][199] - This year, the overall percentage of trained employees was 67%, with an average training hour of 1.00 hour[202] Employment Management and Diversity The Group's employment management policy covers remuneration, dismissal, recruitment, promotion, working hours, holidays, diversity, equal opportunities, and anti-discrimination; recruitment is based on experience, skills, and ethics, while promotions are based on annual performance appraisals; the Group is committed to creating a diverse and inclusive work environment, prohibiting discrimination based on gender, race, religion, etc.; employees enjoy a five-day work week and various paid leaves; as of March 31, 2025, the Group had 21 employees, with 52% male and 48% female, and an overall turnover rate of 4.55% - The Group's employee handbook details remuneration, dismissal, recruitment, promotion, working hours, holidays, diversity, equal opportunities, anti-discrimination, and other terms and benefits[188] - The Group is committed to fostering a diverse and inclusive work environment, ensuring that no employee is discriminated against in recruitment and promotion based on gender, racial background, religious beliefs, ethnicity, sexual orientation, age, disability, marital status, or family status[191] Employment Profile and Turnover Rate Comparison | Indicator | 2024/2025 | 2023/2024 | | :--- | :--- | :--- | | Total Employees | 21 | 20 | | Male (%) | 52% | 50% | | Female (%) | 48% | 50% | | Full-time (%) | 95% | 100% | | Part-time (%) | 5% | 0% | | Overall Turnover Rate (%) | 4.55% | 9% | Health and Safety The Group's employees primarily work in offices, with relatively low occupational risks, but it still places high importance on providing a safe and healthy work environment; the Group prohibits gambling, alcohol consumption, and drug use in office areas and has established guidelines for extreme weather, computer work, and fire safety; the Group strictly complies with relevant laws and regulations such as the Occupational Safety and Health Ordinance, with no work-related fatalities or injuries reported during the period - The Group places high importance on providing a safe and healthy work environment for employees, striving to minimize potential workplace injuries[197] - Health and safety measures include special work arrangements for extreme weather events, computer work guidelines, and workplace fire safety[197] Safety Performance Comparison | Indicator | 2024/2025 | 2023/2024 | 2022/2023 | | :--- | :--- | :--- | :--- | | Number of Work-Related Fatalities | 0.00% | 0.00% | 0.00% | | Work-Related Fatality Rate | 0.00% | 0.00% | 0.00% | | Number of Work-Related Injuries | 0.00% | 0.00% | 0.00% | | Lost Workdays Due to Work-Related Injuries | 0.00% | 0.00% | 0.00% | Training and Development The Group values continuous employee development, encouraging staff to participate in training programs to enhance skills and knowledge; this