裕丰昌控股(08631) - 2025 - 年度业绩

Announcement Information Disclaimer and GEM Characteristics The Hong Kong Exchange and Stock Exchange disclaim responsibility for this announcement, as GEM targets high-risk SMEs with potentially volatile and illiquid securities - The Hong Kong Exchange and the Stock Exchange are not responsible for the content of this announcement, make no representations, and accept no liability for any loss[1][3] - GEM is positioned for small and medium-sized companies with higher investment risks; investors should understand the potential risks[3] - GEM securities may be subject to significant market volatility, and high liquidity cannot be assured[3] Annual Results Summary For the year ended March 31, 2025, the Group's revenue decreased by 19.6% to 55.5 million HKD, gross margin fell to 0.2%, loss attributable to owners expanded to 38.6 million HKD, and no dividend is recommended Summary of Key Financial Data for FY2025 | Metric | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Revenue | 55.5 | 69.0 | | Gross Margin | 0.2% | 7.9% | | Loss Attributable to Owners | 38.6 | 10.7 | | Dividends | Not recommended | Not recommended | Consolidated Financial Statements Consolidated Statement of Comprehensive Income For the year ended March 31, 2025, the Group's revenue was 55.5 million HKD, gross profit only 107 thousand HKD, leading to an expanded annual loss of 38.6 million HKD, and basic loss per share of 96.43 HK cents Key Data from Consolidated Statement of Comprehensive Income (thousand HKD) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 55,498 | 69,032 | | Cost of Sales | (55,391) | (63,578) | | Gross Profit | 107 | 5,454 | | Other Income | 574 | 260 | | Selling Expenses | (136) | – | | Administrative and Other Operating Expenses | (9,163) | (7,569) | | Impairment Losses Recognized, Net | (29,531) | (8,173) | | Finance Costs | (424) | (634) | | Loss Before Tax | (38,573) | (10,662) | | Loss for the Year | (38,573) | (10,662) | | Basic Loss Per Share (HK cents) | (96.43) | (26.66) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's non-current assets significantly decreased, current assets slightly declined, and current liabilities substantially increased, resulting in net current liabilities of 9.8 million HKD and net liabilities of 9.3 million HKD, with total equity turning into a deficit Key Data from Consolidated Statement of Financial Position (thousand HKD) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Non-current Assets | 477 | 9,310 | | Current Assets | 36,572 | 40,925 | | Current Liabilities | 46,327 | 20,939 | | Net Current (Liabilities) Assets | (9,755) | 19,986 | | Net (Liabilities) Assets | (9,278) | 29,296 | | Share Capital | 4,000 | 4,000 | | Reserves | (13,278) | 25,296 | | Total Equity (Deficit) | (9,278) | 29,296 | Notes to the Consolidated Financial Statements The notes detail company information, accounting standard application, going concern assessment, revenue composition, other income and finance costs, tax policy, expense breakdown, and changes in receivables and payables, highlighting significant going concern uncertainties and management's responses - The Company was incorporated on October 31, 2017, listed on GEM on January 8, 2019, primarily engaged in diesel and related product sales, auxiliary transportation services, and commenced e-commerce business in FY2025[7][8] - Mr. Wang Xinlong became the ultimate controlling party of the Company in September 2024[8][9] - The consolidated financial statements are presented in HKD[10] - This year, the Group first applied amendments to HKFRS 16, HKAS 1, and HKAS 7, which had no significant impact on financial position or performance[11][13] - Significant uncertainties exist that may cast substantial doubt on the Group's ability to continue as a going concern, as FY2025 recorded a net loss of 38.6 million HKD, net cash used in operating activities of 10.7 million HKD, current liabilities exceeding current assets by 9.8 million HKD, and net liabilities of 9.3 million HKD[17] - To address going concern issues, management has taken measures to accelerate trade receivables collection, actively negotiate new financing arrangements, and secured financial support and debt repayment commitments from directors[18][19] - The directors believe that, based on the successful implementation of these plans, the Group will have sufficient cash resources to meet future working capital and financial obligations, thus preparing financial statements on a going concern basis[19] - FY2025 revenue composition diversified, with Hong Kong diesel sales of 41.2 million HKD, China petroleum derivative product sales of 10.9 million HKD, and e-commerce business of 1.9 million HKD[20] - Other income for FY2025 was 574 thousand HKD, primarily from net gain on disposal of property, plant and equipment and government grants[21] - Finance costs for FY2025 were 424 thousand HKD, mainly bank overdraft interest and bank loan interest[21] - Hong Kong profits tax is 16.5%, and Chinese subsidiaries' tax rate is 25%, but the Group had no assessable profits in FY2025 and FY2024, thus no income tax expense[22] Major Components of Loss Before Tax (thousand HKD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Staff Costs | 5,164 | 4,521 | | Auditor's Remuneration (Audit + Non-audit) | 620 | 835 | | Cost of Inventories | 52,368 | 59,765 | | Depreciation of Property, Plant and Equipment | 1,590 | 2,459 | | Amortization of Intangible Assets | 1,059 | 88 | Loss Per Share (HK cents) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Basic Loss Per Share | (96.43) | (26.66) | | Weighted Average Number of Ordinary Shares | 40,000,000 | 40,000,000 | - For the year ended March 31, 2025, the Company neither paid nor proposed any dividends[25] Trade Receivables, Net (thousand HKD) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Trade Receivables - Customer Contracts | 72,728 | 56,709 | | Less: Provision for Credit Losses | (42,274) | (18,783) | | Trade Receivables, Net | 30,454 | 37,926 | Ageing Analysis of Trade Receivables (thousand HKD) | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | Within 30 days | 8,886 | 1,778 | | 31 to 60 days | 5,357 | 1,209 | | 61 to 90 days | 396 | 831 | | 91 to 365 days | 7,368 | 38,982 | | Over 1 year | 50,721 | 13,909 | | Total | 72,728 | 56,709 | Trade Payables (thousand HKD) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Trade Payables | 19,152 | 1,686 | Ageing Analysis of Trade Payables (thousand HKD) | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | Within 30 days | 9,371 | 360 | | 31 to 60 days | 10 | 895 | | 61 to 90 days | 4,592 | 431 | | 91 to 180 days | 4,520 | – | | Over 180 days | 659 | – | | Total | 19,152 | 1,686 | General Information The Company was incorporated on October 31, 2017, listed on GEM on January 8, 2019, primarily engaged in diesel and related product sales, auxiliary transportation services, and commenced e-commerce business in FY2025; Mr. Wang Xinlong became the ultimate controlling party in September 2024, and consolidated financial statements are presented in HKD Application of Accounting Standards This year, the Group first applied amendments to HKFRS 16, HKAS 1, and HKAS 7, which had no significant impact on financial position or performance; these amendments primarily clarify criteria for classifying liabilities as current or non-current, especially those with covenants Basis of Preparation and Going Concern In FY2025, the Group recorded a net loss, net cash outflow from operations, current liabilities exceeding current assets, and net liabilities, raising significant doubt about its going concern ability; management has implemented measures including accelerating receivables collection, seeking new financing, and securing directors' financial support to ensure continued operations Revenue FY2025 revenue diversified, with Hong Kong diesel sales of 41.2 million HKD, China petroleum derivative product sales of 10.9 million HKD, and e-commerce business of 1.9 million HKD Other Income and Finance Costs FY2025 other income was 574 thousand HKD, mainly from net gain on disposal of property, plant and equipment and government grants; finance costs were 424 thousand HKD, primarily bank overdraft and loan interest Income Tax Expense Hong Kong profits tax is 16.5%, Chinese subsidiaries' tax rate is 25%, but the Group had no assessable profits in FY2025 and FY2024, thus no income tax expense Components of Loss Before Tax Loss before tax primarily comprised staff costs, auditor's remuneration, cost of inventories, depreciation of property, plant and equipment, and amortization of intangible assets; FY2025 saw increased staff costs and intangible asset amortization, while inventory costs and depreciation decreased Loss Per Share FY2025 basic loss per share significantly expanded to 96.43 HK cents from 26.66 HK cents in FY2024; no diluted loss per share is presented due to the absence of potential ordinary shares Dividends For the year ended March 31, 2025, the Company neither paid nor proposed any dividends to ordinary shareholders, nor has any dividend been recommended since the end of the reporting period Trade Receivables As of March 31, 2025, net trade receivables were 30.5 million HKD, a decrease from 2024, but credit loss provisions significantly increased; the ageing analysis shows a notable rise in receivables over one year old Trade Payables As of March 31, 2025, trade payables were 19.2 million HKD, a significant increase from 2024; supplier credit terms are generally 1 to 180 days, and the ageing analysis indicates an increase in longer-aged payables Independent Auditor's Report Opinion The auditor believes the consolidated financial statements fairly and truly reflect the Group's financial position as of March 31, 2025, and its financial performance and cash flows for the year then ended, prepared in accordance with HKFRS - The auditor believes the consolidated financial statements truly and fairly reflect the Group's financial position, performance, and cash flows, complying with Hong Kong Companies Ordinance disclosure requirements[33] Material Uncertainty Related to Going Concern The auditor highlights that the Group's FY2025 net loss, net cash outflow from operations, current liabilities exceeding current assets, and net liabilities indicate a material uncertainty that may cast significant doubt on its going concern ability, though the auditor's opinion is not modified in this respect - As of March 31, 2025, the Group recorded a net loss of 38.6 million HKD, net cash outflow from operating activities of 10.7 million HKD, current liabilities exceeding current assets by 9.8 million HKD, and net liabilities of 9.3 million HKD[34] - These events and conditions indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[34] - The auditor's opinion is not modified in respect of this going concern matter[34] Scope of Auditor's Work The figures in this preliminary announcement for the consolidated statement of financial position, consolidated statement of comprehensive income, and related notes have been agreed by auditor Kiu On (Hong Kong) CPA Limited to match the audited consolidated financial statements; however, their work does not constitute an assurance engagement, thus no assurance opinion is expressed - The financial figures in the preliminary announcement have been agreed by auditor Kiu On to be consistent with the audited consolidated financial statements[36] - The work performed by the auditor in this regard does not constitute an assurance engagement, and accordingly, no opinion or assurance conclusion is expressed[36] Management Discussion and Analysis Business Review The Group's business encompasses diesel and petroleum derivative sales and mainland China e-commerce; Hong Kong diesel revenue contracted by 38% to 42.6 million HKD, while new mainland China segments contributed 12.9 million HKD, leading to total revenue of 55.5 million HKD but expanded loss due to increased impairment - The Group's business comprises two strategic segments: diesel and petroleum derivative sales and transportation, and mainland China e-commerce[37] - Revenue from Hong Kong diesel and AdBlue product sales and transportation business was 42.6 million HKD, a significant year-on-year contraction of 38%, primarily due to fluctuations in local market demand in Hong Kong[37] - Petroleum derivative sales and transportation business expanded into mainland China, focusing on polypropylene product supply chain, contributing 10.9 million HKD in revenue during the first reporting period[37] - The Group launched e-commerce operations in January 2025 to penetrate the mainland China market, recording 2.0 million HKD in revenue in the first quarter[38] - In FY2025, diesel and petroleum derivative sales and transportation businesses collectively contributed 53.5 million HKD in revenue (96.4% of total revenue), with traditional diesel business accounting for 76.7%, mainland China petroleum derivative sales 19.7%, and e-commerce business 3.6%[39] - Loss attributable to owners for FY2025 was approximately 38.6 million HKD, primarily due to a twofold increase in impairment losses to 29.5 million HKD[39] Future Outlook Facing persistent headwinds in traditional diesel business, the Group will optimize operational efficiency, seize market recovery opportunities, expand petroleum derivative business, deepen industrial chain layout, and continuously improve e-commerce channel development to achieve diversified growth and risk reduction - The Group will optimize operational efficiency in its traditional diesel business and seize market recovery opportunities[40] - The Group will further expand its petroleum derivative business scale and deepen its industrial chain layout[40] - Continuous improvement of e-commerce channel development and enhancement of end-sales capabilities will provide key avenues for growth and risk reduction[40] Financial Review FY2025 revenue decreased by 19.6% year-on-year to 55.5 million HKD, primarily due to lower Hong Kong diesel sales, though new contributions from mainland China petroleum derivative sales and e-commerce diversified revenue sources; cost of sales decreased with lower volume, but gross margin significantly declined due to unchanged fixed costs, and increased impairment losses led to an expanded net loss - FY2025 revenue was 55.5 million HKD, a 19.6% decrease from 69.0 million HKD in FY2024[41] - Revenue sources significantly diversified, with diesel sales share decreasing from 98.0% to 74.3%, mainland China petroleum derivative sales contributing 10.9 million HKD (19.7%), and e-commerce sales contributing 2.0 million HKD (3.6%)[41][42] - Diesel sales decreased by 33.3% year-on-year to 7.8 million liters, and AdBlue sales decreased by 12.2% to 316.8 thousand liters[43] - Sales volumes for polypropylene, PET chips, and PP toughening and cold-resistant agents were approximately 1,436 tons, 34.1 tons, and 10.0 tons, respectively[43] - Average diesel selling price decreased by 9.3% year-on-year to 5.25 HKD per liter, and average AdBlue selling price fell by 4.8% to 2.98 HKD per liter[44] - FY2025 cost of sales was 55.4 million HKD, a 12.9% year-on-year decrease, primarily due to lower diesel sales volume and a 1.4% decrease in average unit purchase cost[45] - Material costs for polypropylene, PET chips, and PP toughening and cold-resistant agents were 10.7 million HKD, accounting for 19.3% of cost of sales[46] - Gross profit significantly decreased by 98.1% from 5.5 million HKD in FY2024 to 0.1 million HKD in FY2025, with gross margin falling from 7.9% to 0.2%, mainly due to reduced sales volume while fixed operating costs remained unchanged[47] - Administrative and other operating expenses increased from 7.6 million HKD in FY2024 to 9.2 million HKD in FY2025[48] - No income tax expense was incurred in both FY2025 and FY2024[49] - Net loss increased from 10.7 million HKD in FY2024 to 38.6 million HKD in FY2025, primarily due to impairment losses on trade receivables, intangible assets, and property, plant and equipment increasing to 29.6 million HKD[50] Revenue FY2025 revenue decreased by 19.6% year-on-year to 55.5 million HKD; revenue sources significantly diversified, with diesel sales share decreasing from 98.0% to 74.3%, mainland China petroleum derivative sales contributing 10.9 million HKD (19.7%), and e-commerce sales 2.0 million HKD (3.6%) Sales Volume Diesel sales volume decreased by 33.3% year-on-year to 7.8 million liters, and AdBlue sales volume decreased by 12.2% to 316.8 thousand liters; polypropylene, PET chips, and PP toughening and cold-resistant agents' sales volumes were approximately 1,436 tons, 34.1 tons, and 10.0 tons, respectively Selling Price Average diesel selling price decreased by 9.3% year-on-year to 5.25 HKD per liter, and AdBlue average selling price fell by 4.8% to 2.98 HKD per liter, consistent with market downtrend; average selling prices for polypropylene, PET chips, and PP toughening and cold-resistant agents were approximately RMB 6,813, RMB 6,027, and RMB 14,823 per ton, respectively Cost of Sales FY2025 cost of sales was 55.4 million HKD, a 12.9% year-on-year decrease, mainly due to lower diesel sales volume and a 1.4% decrease in average unit purchase cost; material costs for polypropylene, PET chips, and PP toughening and cold-resistant agents were 10.7 million HKD, accounting for 19.3% of cost of sales, with direct labor costs increasing and depreciation decreasing Gross Profit and Gross Margin Gross profit significantly decreased by 98.1% from 5.5 million HKD in FY2024 to 0.1 million HKD in FY2025, with gross margin falling from 7.9% to 0.2%, primarily due to reduced sales volume while fixed operating costs remained unchanged Administrative and Other Operating Expenses Administrative and other operating expenses increased from 7.6 million HKD in FY2024 to 9.2 million HKD in FY2025, primarily including administrative staff costs, professional service fees, rent, and rates Income Tax Expense For the years ended March 31, 2025 and 2024, the Group as a whole incurred no income tax Net Loss Net loss increased from 10.7 million HKD in FY2024 to 38.6 million HKD in FY2025, primarily due to impairment losses on trade receivables, intangible assets, and property, plant and equipment increasing to 29.6 million HKD Liquidity and Capital Resources As of March 31, 2025, the Group recorded net current liabilities of 9.8 million HKD, with the current ratio falling to 0.79 and the gearing ratio rising to 125%, indicating deteriorating liquidity; to improve liquidity, management is accelerating receivables collection, seeking new financing, and has secured directors' financial support and debt deferral commitments - As of March 31, 2025, the Group recorded net current liabilities of approximately 9.8 million HKD[51] Liquidity Ratios | Metric | 2025年3月31日 | 2024年3月31日 | | :--- | :--- | :--- | | Current Assets (million HKD) | 36.6 | 40.9 | | Current Liabilities (million HKD) | 46.3 | 20.9 | | Current Ratio | 0.79 | 2.0 | - Bank borrowings bear interest at a floating annual rate 2.5% below the Hong Kong Prime Rate[52] - To improve liquidity and financial position, the Group has taken measures to accelerate collection of outstanding trade receivables and actively negotiate new financing arrangements[54] - Director Mr. Lo Ming Yik has provided 3.8 million HKD in loans and 8 million HKD in loan financing, and together with Mr. Wang Xinlong, committed to defer repayment of a total of 16.7 million HKD in debts until before June 30, 2026[54] Gearing Ratio | Metric | 2025年3月31日 | 2024年3月31日 | | :--- | :--- | :--- | | Gearing Ratio | 125% | 41.7% | - Gearing ratio is calculated as net debt divided by total assets, where net debt includes total borrowings, amounts due to directors, and trade and other payables[55] Financial Resources and Liquidity As of March 31, 2025, the Group recorded net current liabilities of approximately 9.8 million HKD, with the current ratio at 0.79, a significant decrease from 2.0 in 2024; to address liquidity pressure, management is accelerating receivables collection, seeking new financing, and has secured financial support and debt deferral commitments from directors Mr. Lo Ming Yik and Mr. Wang Xinlong Gearing Ratio As of March 31, 2025, the gearing ratio was 125%, a significant increase from 41.7% in 2024, indicating increased financial leverage and risk for the Group; the gearing ratio is calculated as net debt divided by total assets Segment Information The Group's segment information is disclosed in Note 6 to the consolidated financial statements, providing detailed financial performance for each business segment - The Group's segment information is disclosed in Note 6 to the consolidated financial statements[56] Key Risks and Uncertainties Key risks faced by the Group include incorrect oil and gas price assumptions, diesel transportation disruptions due to a single Hong Kong oil supplier, customer loss from price competition and global economic slowdown, and operational disruptions from difficulty retaining employees - Incorrect oil and gas price assumptions may adversely affect profitability, cash flows, and financial position[58] - Reliance on a single Hong Kong oil supplier may lead to disruptions in diesel transportation services[58] - Price competition and global economic slowdown may result in customer attrition[58] - Difficulty in retaining employees may lead to operational disruptions[58] Foreign Currency Risk The Group primarily operates in Hong Kong and China, with most business and bank borrowings denominated in HKD, thus posing no significant foreign exchange fluctuation risk, and currently has no hedging policy - The Group's principal businesses and bank borrowings are denominated in HKD, thus posing no significant foreign exchange fluctuation risk[59] - The Board expects that fluctuations in RMB exchange rates will not have a material impact on business operations or financial results[59] - The Group currently has no foreign exchange risk hedging policy[59] Pledge of the Group's Assets As of March 31, 2025, the Group had not pledged any assets - As of March 31, 2025, the Group had not pledged any assets[60] Capital Structure As of March 31, 2025, the Group's capital structure included a loss attributable to owners of approximately 9.3 million HKD, with share capital consisting solely of ordinary shares; the Company's shares were listed on January 8, 2019, and a share consolidation was completed on February 19, 2024 - As of March 31, 2025, the Group's capital structure included a loss attributable to owners of approximately 9.3 million HKD[61] - The Company's shares were listed on GEM on January 8, 2019, and a share consolidation of 10 shares into 1 share was completed on February 19, 2024[61] Treasury Policy The Group adopts prudent financial management principles, aiming to maintain a robust liquidity position, continuously assess customer creditworthiness to mitigate credit risk, and closely monitor liquidity to meet funding requirements - The Group adopts prudent financial management principles, aiming to maintain a robust liquidity position[62] - Customer creditworthiness and financial position are continuously assessed to mitigate credit risk[62] - Liquidity is closely monitored to ensure the liquidity structure of assets, liabilities, and other commitments can meet funding requirements[62] Significant Investments, Acquisitions and Disposals For the year ended March 31, 2025, the Group made no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures - For the year ended March 31, 2025, the Group made no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures[63] Capital Commitments and Contingent Liabilities As of March 31, 2025, subsidiaries and associates had unpaid registered capital commitments, but the Group had no other significant capital commitments Unpaid Registered Capital Commitments (thousand HKD) | Entity | 2025年3月31日 | 2024年3月31日 | | :--- | :--- | :--- | | Subsidiaries | 76,133 | – | | Associates | 2,606 | – | - The Group had no other significant capital commitments[64] Capital Expenditure No capital expenditure payments were made during the reporting period, compared to approximately 0.8 million HKD in FY2024 - No capital expenditure payments were made in FY2025, compared to approximately 0.8 million HKD in FY2024[65] Future Plans for Material Investments or Capital Assets Except as disclosed in the prospectus, as of the date of this report, the Group has no future plans for material investments or capital assets - Except as disclosed in the prospectus, the Group has no future plans for material investments or capital assets[66] Dividends The Board does not recommend the payment of any dividends for the years ended March 31, 2024 and 2025 - The Board does not recommend the payment of any dividends for the years ended March 31, 2024 and 2025[67] Events After Reporting Period No significant events occurred from the end of the financial year (March 31, 2025) up to the date of this report - No significant events occurred from the end of the financial year up to the date of this report[68] Other Information Use of Net Proceeds The Company has fully utilized the net proceeds from listing, approximately 34.8 million HKD, for purchasing diesel tank trucks, expanding human resources, upgrading IT systems, and working capital, in accordance with the plans disclosed in the prospectus and subsequent announcements - The net proceeds from the listing, approximately 34.8 million HKD, have been fully utilized[69][70] Actual Use of Net Proceeds (million HKD) | Intended Allocation | Actual Use | | :--- | :--- | | Purchase of diesel tank trucks | (12.4) | | Expansion of human resources | (1.7) | | Upgrade of IT systems | (5.0) | | Working capital | (15.7) | | Total | (34.8) | Employees and Remuneration Policy As of March 31, 2025, the Group's total number of employees increased to 43, with total staff costs of approximately 5.2 million HKD; remuneration policy is based on performance, qualifications, experience, position, and Group business performance, maintained at market levels and regularly reviewed - As of March 31, 2025, the Group's total number of employees was 43 (2024: 15)[71] - Total staff costs for FY2025 were approximately 5.2 million HKD (2024: 4.5 million HKD)[71] - Remuneration and related benefits are determined based on performance, qualifications, experience, position, and Group business performance, and are maintained at market levels[71] Environmental Policy and Performance The Group's operations in Hong Kong are regulated by environmental laws such as the Air Pollution Control Ordinance and Water Pollution Control Ordinance; the Group recognizes the importance of environmental protection and has implemented measures to minimize its operational impact on the environment - The Group's operations are regulated by Hong Kong environmental laws, including the Air Pollution Control Ordinance and Water Pollution Control Ordinance[72] - The Group has implemented various environmental protection measures to minimize the impact of its operations on the environment and natural resources[72] Purchase, Sale or Redemption of the Company's Listed Securities From the listing date up to March 31, 2025, no listed securities of the Company were purchased, sold, or redeemed - From the listing date up to March 31, 2025, no listed securities of the Company were purchased, sold, or redeemed[73] Directors' and Chief Executive's Interests As of March 31, 2025, Chairman and Executive Director Mr. Wang Xinlong held 25,563,000 shares, representing 63.9% of the issued share capital, through controlled corporate interests; no other directors or chief executives held disclosable interests Directors' and Chief Executive's Long Positions in Shares | Name of Director | Capacity/Nature of Interest | Number of Shares | % of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Wang Xinlong | Interest in controlled corporation | 25,563,000 | 63.9% | - Mr. Wang Xinlong is the ultimate shareholder of the Company, holding shares through Hong Kong Yufengchang Co., Limited[76] - Save as disclosed above, no other directors or chief executives held interests or short positions required to be disclosed under the SFO or GEM Listing Rules[75] Interests of Substantial Shareholders and Other Persons As of March 31, 2025, Mr. Wang Xinlong, Yufengchang International Holdings Co., Ltd., and Hong Kong Yufengchang Co., Limited were deemed or beneficially owned 25,563,000 shares of the Company, representing 63.91% of the issued share capital, qualifying them as substantial shareholders Substantial Shareholders' and Other Persons' Long Positions in Shares | Name of Shareholder | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Wang Xinlong | Interest in controlled corporation | 25,563,000 | 63.91% | | Yufengchang International Holdings Co., Ltd. | Beneficial owner | 25,563,000 | 63.91% | | Hong Kong Yufengchang Co., Limited | Beneficial owner | 25,563,000 | 63.91% | - Mr. Wang Xinlong indirectly holds shares through Yufengchang International Holdings Co., Ltd. and Hong Kong Yufengchang Co., Limited[78] - Save as disclosed above, no other persons held interests or short positions required to be disclosed under the SFO[78] Code of Conduct for Securities Transactions by Directors The Company has adopted a code of conduct for directors' securities transactions no less exacting than required by the GEM Listing Rules, and all directors confirmed compliance as of this report date - The Company has adopted a code of conduct for directors' securities transactions no less exacting than required by the GEM Listing Rules[79] - All directors confirmed compliance with the required standards of dealing and code of conduct as of the date of this report[79] Sufficiency of Public Float As of the date of this announcement, the Company has maintained a sufficient public float as required by the GEM Listing Rules - As of the date of this announcement, the Company has maintained a sufficient public float as required by the GEM Listing Rules[80] Audit Committee The Company's Audit Committee comprises three independent non-executive directors, chaired by Mr. He Junlong; the committee has reviewed the audited results for the year ended March 31, 2025, and provided advice and recommendations - The Audit Committee comprises three independent non-executive directors, chaired by Mr. He Junlong[81] - The Audit Committee has reviewed the audited results for the year ended March 31, 2025, and provided advice and recommendations[81] Corporate Governance Practices The Board considers good corporate governance crucial for managing the Group's business, regularly reviews compliance with the Corporate Governance Code, and confirms adherence during the reporting period - The Board considers good corporate governance a key element in managing the Group's business[82] - The Company has complied with the Corporate Governance Code during the reporting period[82] Outlook Facing a challenging market outlook, the Group will strengthen cost control, reallocate resources to enhance service capabilities, expand network layout, and diversify its customer base, while actively seeking potential business developments to broaden revenue streams and increase shareholder value - The Group will strengthen cost control, enhance service capabilities, expand its network layout, and diversify its customer base[84] - The Group will actively seek potential business developments that can broaden revenue streams and increase shareholder value[84] Acknowledgement The Board extends its sincere gratitude to shareholders, business partners, customers, and all management and staff for their support and efforts over the past year - The Board extends its sincere gratitude to shareholders, business partners, customers, and all management and staff for their support and efforts[85] Board Information The Company's executive directors include Mr. Wang Xinlong (Chairman), Mr. Ren Rong (CEO), Mr. Yan Lei, and Mr. Lo Ming Yik; independent non-executive directors are Dr. Wang Junxia, Mr. He Junlong, and Ms. Liang Lina; the Board collectively and individually accepts full responsibility for this announcement's content - The Company's executive directors are Mr. Wang Xinlong (Chairman), Mr. Ren Rong (Chief Executive Officer), Mr. Yan Lei, and Mr. Lo Ming Yik[87] - The Company's independent non-executive directors are Dr. Wang Junxia, Mr. He Junlong, and Ms. Liang Lina[87] - The directors collectively and individually accept full responsibility for this announcement, confirming its accuracy, completeness, and absence of misleading or fraudulent content[87]