Company Information and Important Declarations Disclaimer and GEM Characteristics HKEX and SEHK disclaim responsibility for this announcement's content, accuracy, or completeness, noting GEM's higher investment risks for SMEs - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the content, accuracy, or completeness of this announcement, nor for any losses incurred from reliance on it1 - GEM is positioned for small and medium-sized companies with higher investment risks compared to other companies listed on the Stock Exchange, and securities may be subject to higher market volatility and no guarantee of high liquidity2 Company Overview and Directors' Responsibilities F8 Enterprises (Holdings) Group Limited (8347) released its FY2025 annual results, with directors collectively and individually assuming full responsibility for the accurate and complete information - F8 Enterprises (Holdings) Group Limited (Stock Code: 8347) announced its annual results for the year ended March 31, 202524 - The company's directors collectively and individually assume full responsibility for the information contained in this announcement, confirming it is accurate and complete in all material respects, without misleading or fraudulent content3 Financial Performance Overview Consolidated Statement of Profit or Loss and Other Comprehensive Income For FY2025, revenue increased to HK$345,788 thousand, gross profit to HK$17,371 thousand, and loss for the year significantly narrowed to HK$825 thousand, with basic and diluted loss per share at HK$0.60 cents Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 345,788 | 289,980 | 55,808 | 19.24% | | Cost of sales | (328,417) | (275,705) | (52,712) | 19.12% | | Gross profit | 17,371 | 14,275 | 3,096 | 21.69% | | Other income | 2,019 | 5,494 | (3,475) | -63.25% | | Other gains or losses | (2,592) | (5,267) | 2,675 | -50.79% | | Administrative expenses | (14,938) | (14,266) | (672) | 4.71% | | Other operating expenses | (4,014) | (5,250) | 1,236 | -23.54% | | Provision for expected credit losses on financial assets | 2,619 | (2,621) | 5,240 | -200.00% | | Operating profit/(loss) | 465 | (7,635) | 8,100 | -106.09% | | Finance costs | (1,590) | (2,147) | 557 | -25.94% | | Share of results of an associate | 119 | 921 | (802) | -87.08% | | Loss before tax | (1,006) | (8,861) | 7,855 | -88.65% | | Income tax credit | 181 | 213 | (32) | -15.02% | | Loss for the year | (825) | (8,648) | 7,823 | -90.46% | | Basic and diluted loss per share (HK cents) | (0.60) | (6.29) | 5.69 | -90.46% | Consolidated Statement of Financial Position As of March 31, 2025, total non-current assets were HK$44,819 thousand, net current assets HK$46,695 thousand, and total equity HK$90,670 thousand, reflecting improved liquidity due to reduced current liabilities Consolidated Statement of Financial Position | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | | | | | | Property, plant and equipment | 9,482 | 11,002 | (1,520) | -13.82% | | Investment properties | 12,000 | 14,600 | (2,600) | -17.81% | | Interest in an associate | 17,748 | 17,831 | (83) | -0.47% | | Financial assets at fair value through profit or loss | 5,589 | 5,449 | 140 | 2.57% | | Total non-current assets | 44,819 | 48,882 | (4,063) | -8.31% | | Current assets | | | | | | Inventories | 2,893 | 1,260 | 1,633 | 129.60% | | Trade receivables | 61,734 | 84,211 | (22,477) | -26.69% | | Prepayments, deposits and other receivables | 2,512 | 1,217 | 1,295 | 106.41% | | Amount due from an associate | 11,435 | 11,679 | (244) | -2.09% | | Pledged bank deposits | 6,156 | 6,122 | 34 | 0.56% | | Cash and bank balances | 7,607 | 10,452 | (2,845) | -27.22% | | Total current assets | 92,337 | 114,941 | (22,604) | -19.67% | | Current liabilities | | | | | | Trade payables | 26,413 | 29,411 | (2,998) | -10.19% | | Accruals, other payables and deposits received | 4,677 | 4,500 | 177 | 3.93% | | Bank and other borrowings | 14,552 | 37,190 | (22,638) | -60.87% | | Total current liabilities | 45,642 | 71,101 | (25,459) | -35.81% | | Net current assets | 46,695 | 43,840 | 2,855 | 6.51% | | Net assets | 90,670 | 91,697 | (1,027) | -1.12% | | Total equity | 90,670 | 91,697 | (1,027) | -1.12% | Notes to the Audited Consolidated Financial Statements General Information F8 Enterprises (Holdings) Group Limited is incorporated in the Cayman Islands and listed on GEM. The company primarily sells and transports diesel fuel in Hong Kong, controlled by Macro Rich Limited - The company was incorporated in the Cayman Islands on March 30, 2018, and its shares are listed on GEM of the Stock Exchange of Hong Kong7 - The company is an investment holding company, and its subsidiaries are principally engaged in the sale and transportation of diesel fuel and related products in Hong Kong8 - The company's immediate and ultimate holding company is Macro Rich Limited, controlled by Mr. Fong Chun Man, a director of the company7 Application of Accounting Standards The Group adopted several revised HKFRSs this year, but these new standards had no material impact on its financial position or performance - The Group first applied several revised Hong Kong Financial Reporting Standards this year, including leases liabilities from sale and leaseback transactions and classification of liabilities as current or non-current9 - The application of revised Hong Kong Financial Reporting Standards had no significant impact on the Group's financial position and performance and/or disclosures for the current and prior years9 Standards Effective Mandatory effective accounting standards this year include HKFRS 16 (Amendment) on lease liabilities, HKAS 1 (Amendment) on liability classification, and HKAS 7 & HKFRS 7 (Amendment) on supplier finance arrangements - Standards effective include HKFRS 16 (Amendment) Lease Liabilities in a Sale and Leaseback, HKAS 1 (Amendment) Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants, and HKAS 7 and HKFRS 7 (Amendment) Supplier Finance Arrangements9 Standards Not Yet Effective The Group has not early adopted new and revised HKFRSs not yet effective, and these are not expected to significantly impact the consolidated financial statements in the foreseeable future - The Group has not early adopted several new and revised accounting standards issued but not yet effective, such as HKAS 21 (Amendment) Lack of Exchangeability and HKAS 28 (Amendment) Sale or Contribution of Assets between an Investor and its Associate or Joint Venture10 - The Directors expect that the application of all new and revised Hong Kong Financial Reporting Standards will not have a significant impact on the consolidated financial statements in the foreseeable future10 Basis of Preparation of Financial Statements The consolidated financial statements are prepared under HKFRSs issued by HKICPA, complying with GEM Listing Rules and Hong Kong Companies Ordinance disclosure requirements - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants11 - The financial statements include applicable disclosure requirements of the GEM Listing Rules of the Stock Exchange and the Hong Kong Companies Ordinance11 Revenue For FY2025, total revenue was HK$345,788 thousand, predominantly from diesel sales, with all revenue recognized at a point in time Revenue by Product Type | Product Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Diesel | 340,573 | 284,891 | 55,682 | 19.54% | | Marine diesel | 3,423 | 3,714 | (291) | -7.84% | | Lubricants | 1,792 | 1,375 | 417 | 30.33% | | Total | 345,788 | 289,980 | 55,808 | 19.24% | - All revenue is recognized at a point in time13 Segment Information Directors review the Group's financial performance holistically, thus presenting only entity-wide disclosures, major customers, and geographical information, with business primarily in Hong Kong - The Directors review the Group's financial performance on an overall basis, and no separate operating segment financial information is presented14 - Only entity-wide disclosures, major customers, and geographical information are presented14 Geographical Information The Group's business and external customer revenue are entirely in Hong Kong, while non-current assets are primarily located in Hong Kong and China Geographical Information | Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue from external customers | | | | Hong Kong | 345,788 | 289,980 | | Non-current assets | | | | Hong Kong | 21,482 | 25,602 | | China | 17,748 | 17,831 | | Total | 39,230 | 43,433 | Major Customer Information For FY2025, Customer A and Customer B each contributed over 10% of total revenue, with HK$60,696 thousand and HK$36,906 thousand respectively, all from Hong Kong diesel sales Major Customer Information | Customer | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Customer A | 60,696 | Not applicable | | Customer B | 36,906 | Not applicable | - Revenue from Customer A and Customer B is derived from the sale of diesel and related products in Hong Kong17 Other Income and Gains/Losses Other income decreased to HK$2,019 thousand due to lower transportation and rental fees, while net loss from other gains or losses narrowed to HK$2,592 thousand, mainly from reduced investment property fair value losses Other Income | Other Income Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Bank interest income | 39 | 54 | (15) | -27.78% | | Transportation service fees | 1,686 | 3,464 | (1,778) | -51.33% | | Rental income from diesel vehicles | 26 | 1,060 | (1,034) | -97.55% | | Rental income from investment properties | 86 | 444 | (358) | -80.63% | | Government grants | 141 | 219 | (78) | -35.62% | | Miscellaneous income | 41 | 253 | (212) | -83.79% | | Total Other Income | 2,019 | 5,494 | (3,475) | -63.25% | Other Gains or Losses | Other Gains or Losses Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Unrealized gain on financial assets at fair value through profit or loss | 140 | 152 | (12) | -7.89% | | Loss from fair value changes of investment properties | (2,600) | (4,800) | 2,200 | -45.83% | | Gain on disposal of property, plant and equipment | – | 5 | (5) | -100.00% | | Exchange loss | (132) | (624) | 492 | -78.85% | | Total Other Gains or Losses | (2,592) | (5,267) | 2,675 | -50.79% | Finance Costs For FY2025, total finance costs decreased by 25.94% to HK$1,590 thousand, primarily due to reduced interest expenses on bank and other borrowings Finance Costs | Finance Cost Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest expense on bank borrowings | 1,061 | 1,123 | (62) | -5.52% | | Interest expense on other borrowings | 529 | 1,024 | (495) | -48.34% | | Total | 1,590 | 2,147 | (557) | -25.94% | Loss Before Tax and Income Tax For FY2025, loss before tax significantly narrowed to HK$1,006 thousand, influenced by staff costs, cost of inventories sold, depreciation, and a reversal of expected credit loss allowance, with no Hong Kong profits tax provision due to lack of taxable profits Components of Loss Before Tax | Loss Before Tax Component | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Directors' remuneration | 3,582 | 3,307 | 275 | 8.32% | | Other staff costs | 8,535 | 7,686 | 849 | 11.05% | | Auditor's remuneration | 500 | 600 | (100) | -16.67% | | Cost of inventories sold | 320,512 | 265,315 | 55,197 | 20.80% | | Depreciation of property, plant and equipment | 1,920 | 2,165 | (245) | -11.32% | | Provision for expected credit losses on financial assets (reversal)/recognition | (2,619) | 2,621 | (5,240) | -200.00% | | Expenses relating to short-term leases | 1,771 | 3,806 | (2,035) | -53.47% | - For the years ended March 31, 2025 and 2024, no provision for Hong Kong profits tax was made as the Group had no taxable profits generated in Hong Kong or such taxable profits were fully offset by estimated tax losses brought forward22 Income Tax Credit | Income Tax Credit | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Deferred tax | 181 | 213 | Dividends and Loss Per Share For FY2025, no dividends were recommended, and basic and diluted loss per share significantly narrowed to HK$0.60 cents, reflecting a substantial reduction in the year's loss - For the year ended March 31, 2025, the Directors did not recommend the payment of any dividend (2024: nil)23 Loss Per Share | Indicator | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the year attributable to owners of the company (HK$ thousand) | (825) | (8,648) | 7,823 | -90.46% | | Weighted average number of ordinary shares in issue (thousand shares) | 137,520 | 137,520 | 0 | 0.00% | | Basic and diluted loss per share (HK cents) | (0.60) | (6.29) | 5.69 | -90.46% | - As there were no potential ordinary shares in issue for both years, the diluted loss per share for both years is the same as the basic loss per share24 Trade Receivables As of March 31, 2025, net trade receivables decreased to HK$61,734 thousand, with the Group maintaining strict control over outstanding balances and an average credit period of 3 to 150 days Trade Receivables | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade receivables | 77,764 | 102,975 | (25,211) | -24.48% | | Less: Net allowance for expected credit losses | (16,030) | (18,764) | 2,734 | -14.57% | | Net trade receivables | 61,734 | 84,211 | (22,477) | -26.69% | - The Group's average credit period granted to customers is generally 3 to 150 days, and overdue balances are regularly reviewed25 Ageing Analysis As of March 31, 2025, trade receivables within 30 days were HK$16,059 thousand, while those over 150 days amounted to HK$32,429 thousand, indicating a portion of long-aged receivables Ageing Analysis of Trade Receivables | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 16,059 | 27,749 | | 31 to 60 days | 20,601 | 12,702 | | 61 to 90 days | 4,049 | 14,313 | | 91 to 120 days | – | 10,174 | | 121 to 150 days | 4,626 | 7,218 | | Over 150 days | 32,429 | 30,819 | | Total | 77,764 | 102,975 | Assessment of Expected Credit Losses For FY2025, a reversal of HK$2,734 thousand was made for expected credit loss allowance on trade receivables, indicating an improved credit risk profile compared to the prior year's allowance - For the year ended March 31, 2025, a reversal of approximately HK$2,734,000 was made for expected credit loss allowance on trade receivables (2024: allowance of HK$2,908,000 recognized)26 Trade Payables As of March 31, 2025, total trade payables decreased to HK$26,413 thousand, with suppliers granting an average credit period of up to 3 to 90 days Ageing Analysis of Trade Payables | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 8,550 | 11,389 | | 31 to 60 days | 8,308 | 6,604 | | 61 to 90 days | 315 | 3,286 | | Over 90 days | 9,240 | 8,132 | | Total | 26,413 | 29,411 | - The average credit period granted by suppliers is up to 3 to 90 days27 Events After Reporting Period Post-reporting period, a subsidiary acquired machinery for HK$1,100 thousand to settle HK$1,200 thousand in receivables, waiving HK$100 thousand, and subsequently sold the machinery for the same price - On May 22, 2025, Great Wall (International) Petroleum Limited entered into a settlement agreement with a debtor to acquire machinery for HK$1,100 thousand, offsetting approximately HK$1,200 thousand in receivables and waiving the remaining HK$100 thousand28 - Upon completion of the machinery acquisition, Great Wall immediately sold the machinery to a buyer for HK$1,100 thousand29 Management Discussion and Analysis Business Review The Group primarily sells and transports diesel and related products in Hong Kong to engineering clients, aiming to consolidate its market position and achieve sustainable growth through talent acquisition and market development - The Group is principally engaged in the sale and transportation of diesel and related products (including marine diesel and lubricants) in Hong Kong, with customers mainly being engineering companies30 - The Group owns eight diesel tank trucks, one marine diesel barge, one vessel, and one tugboat30 - The strategic objective is to consolidate its market position in the Hong Kong diesel and marine diesel industry, driving future sustainable growth through talent acquisition, business development, and market promotion strategies30 Industry Review and Future Prospects Hong Kong's economic growth in Q1 2025 boosted petroleum product sales, and the Group is optimistic about the diesel and marine diesel market, planning investments in talent and market expansion - Hong Kong's economy grew steadily in Q1 2025, with a significant increase in goods and services exports and moderate growth in investment expenditure, leading to higher average selling prices and sales volumes of petroleum products33 - Looking ahead, the Group is optimistic about the Hong Kong diesel and marine diesel sales market, primarily benefiting from stable investments in public infrastructure projects (e.g., railway network expansion) and marine engineering projects (e.g., Hong Kong International Airport Three-runway System project)34 - The Group plans to invest more resources in talent acquisition, strengthen business development and market promotion strategies for the diesel segment, and actively seek potential business opportunities to broaden revenue streams and enhance shareholder value34 Financial Review Group revenue grew by 19.2% to HK$345.8 million, driven by increased demand, while loss for the year significantly narrowed to HK$0.8 million, improving the negative net margin - Group revenue increased by 19.2% from HK$290.0 million in 2024 to HK$345.8 million in 202535 - Loss for the year significantly decreased from HK$8.6 million in 2024 to HK$0.8 million in 2025, with negative net margin improving from approximately 3.0% to approximately 0.2%42 - The reduction in loss was primarily due to increased diesel business sales and transportation, reversal of expected credit loss allowance on financial assets, reduced other losses, and lower finance costs42 Revenue Group revenue increased by 19.2% to HK$345.8 million, primarily from diesel sales, driven by increased demand and sales volume from construction and logistics customers Revenue by Source | Revenue Source | 2025 (HK$ million) | Share | 2024 (HK$ million) | Share | | :--- | :--- | :--- | :--- | :--- | | Diesel | 340.6 | 98.5% | 284.9 | 98.2% | | Marine diesel | 3.4 | 1.0% | 3.7 | 1.3% | | Lubricants | 1.8 | 0.5% | 1.4 | 0.5% | | Total | 345.8 | 100% | 290.0 | 100% | - The increase in revenue was primarily attributable to increased demand and sales volume from construction and logistics customers36 Cost of Sales Cost of sales, mainly procurement costs for diesel, marine diesel, and lubricants, increased by 19.1% to HK$328.4 million, consistent with revenue growth - Cost of sales primarily includes procurement costs for diesel, marine diesel, and lubricants, direct labor costs, and depreciation, with procurement costs depending on local purchase prices and referencing Brent crude oil spot prices37 - Cost of sales was approximately HK$328.4 million, an increase of approximately 19.1% from the prior year, consistent with the increase in revenue37 Gross Profit and Gross Margin Group gross profit increased from HK$14.3 million in 2024 to HK$17.4 million in 2025, with gross margin remaining stable between 4.9% and 5.0% Gross Profit and Gross Margin | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Gross profit | 17.4 | 14.3 | 3.1 | 21.68% | | Gross margin | 5.0% | 4.9% | 0.1% | 2.04% | Other Income and Other Gains or Losses Other income decreased to HK$2.0 million due to lower service and rental fees, while net loss from other gains or losses narrowed to HK$2.6 million, mainly from reduced investment property fair value losses - Other income decreased to HK$2.0 million, primarily due to reduced transportation service fee income and diesel vehicle rental income39 - Net loss from other gains or losses decreased to HK$2.6 million, primarily due to a reduced loss from fair value changes of investment properties39 Administrative Expenses Administrative expenses remained stable at approximately HK$14.9 million for FY2025, a slight increase from the prior year Administrative Expenses | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Administrative expenses | 14.9 | 14.3 | 0.6 | 4.20% | Other Operating Expenses Other operating expenses decreased from HK$5.3 million to HK$4.0 million, primarily due to reduced operating costs for vehicles and marine barges Other Operating Expenses | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Other operating expenses | 4.0 | 5.3 | (1.3) | -24.53% | - The decrease in other operating expenses was primarily due to reduced operating expenses for vehicles and marine barges41 Loss for the Year Group loss for the year significantly narrowed to HK$0.8 million, improving the negative net margin to 0.2%, driven by increased sales, credit loss reversal, reduced other losses, and lower finance costs Loss for the Year and Net Margin | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the year | 0.8 | 8.6 | (7.8) | -90.70% | | Negative net margin | 0.2% | 3.0% | (2.8%) | -93.33% | - The reduction in net loss and negative net margin was primarily due to increased diesel business sales and transportation, reversal of expected credit loss allowance on financial assets, reduced other losses, and lower finance costs42 Liquidity and Capital Resources The Group funds operations via cash and borrowings, showing improved net current assets and current ratio, and a significantly reduced gearing ratio, indicating a robust financial position with a stable capital structure - The Group funds its operations through cash generated from operating activities and interest-bearing bank borrowings43 - As of March 31, 2025, net current assets were approximately HK$46.7 million (2024: HK$43.8 million), and the current ratio improved to approximately 2.0 times (2024: 1.6 times)43 - As of March 31, 2025, the gearing ratio was approximately 16.0% (2024: 40.6%), a significant decrease44 Financial Resources and Liquidity As of March 31, 2025, current assets were HK$92.3 million, current liabilities HK$45.6 million, net current assets increased to HK$46.7 million, and the current ratio improved to 2.0 times Financial Resources and Liquidity | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current assets | 92.3 | 114.9 | (22.6) | -19.67% | | Current liabilities | 45.6 | 71.1 | (25.5) | -35.86% | | Net current assets | 46.7 | 43.8 | 2.9 | 6.62% | | Current ratio | 2.0 times | 1.6 times | 0.4 times | 25.00% | Gearing Ratio As of March 31, 2025, interest-bearing borrowings significantly decreased to HK$14.6 million, reducing the gearing ratio to 16.0%, with borrowings secured by various assets and a personal guarantee Gearing Ratio and Borrowings | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest-bearing borrowings | 14.6 | 37.2 | (22.6) | -60.75% | | Unutilized revolving loan facilities | 28.5 | 17.8 | 10.7 | 60.11% | | Gearing ratio | 16.0% | 40.6% | (24.6%) | -60.59% | - Borrowings bear interest at annual rates ranging from 3.0% to 6.75% and are secured by company guarantees, time deposits, investment properties, and Mr. Fong Chun Man's personal guarantee44 Capital Structure For FY2025, the Group's capital structure primarily comprised equity attributable to owners of the company of approximately HK$90.7 million, with no significant changes in share capital Equity Attributable to Owners | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the company | 90.7 | 91.7 | (1.0) | -1.09% | - The Group's share capital consists solely of ordinary shares, and there have been no significant changes in the share capital structure4546 Foreign Exchange Risk and Treasury Policy The Group manages foreign exchange risk from RMB-settled lubricant transactions without hedging, adopting a prudent financial approach with continuous credit assessment and liquidity monitoring - The Group faces foreign exchange risk arising from lubricant distribution transactions settled in RMB but is not involved in any derivative agreements or hedging financial instruments47 - The Group adopts a prudent financial management approach, mitigating credit risk through continuous credit assessment and closely monitoring its liquidity position to manage liquidity risk48 Material Investments, Acquisitions and Disposals For FY2025, the Group held no other material investments and conducted no material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the year ended March 31, 2025, the Group held no other material investments, nor were there any material acquisitions or disposals of subsidiaries, associates, or joint ventures49 Pledged Assets As of March 31, 2025, the Group had pledged bank deposits, investment properties, life insurance policies, and diesel barges as collateral for bank financing Pledged Assets | Pledged Asset | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Pledged bank deposits | 6.2 | 6.1 | 0.1 | 1.64% | | Investment properties | 12.0 | 14.6 | (2.6) | -17.81% | | Life insurance policies | 4.7 | 4.6 | 0.1 | 2.17% | | Diesel barges | 9.0 | 10.8 | (1.8) | -16.67% | | Motor vehicles | 0.0 | 0.2 | (0.2) | -100.00% | - The above assets have been pledged as collateral for the Group's bank financing50 Employees and Remuneration Policy As of March 31, 2025, the Group had 26 employees (including directors), with total staff costs increasing to HK$12.1 million, and remuneration based on qualifications, position, seniority, and annual review Employees and Staff Costs | Indicator | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Number of employees (including directors) | 26 | 28 | (2) | -7.14% | | Total staff costs (HK$ million) | 12.1 | 11.0 | 1.1 | 10.00% | - Remuneration packages include salaries, bonuses, and other cash allowances, determined based on each employee's qualifications, position, and seniority, with an annual review system51 Environmental Policy and Performance The Group operates under Hong Kong environmental regulations, implementing measures to minimize impact and ensure compliance, with no environmental violations reported during the period - The Group's operations are regulated by Hong Kong environmental laws and regulations, including the Air Pollution Control Ordinance and Water Pollution Control Ordinance52 - The Group has implemented various environmental measures to minimize the impact of its operations on the environment and natural resources, and continuously monitors its operations to ensure compliance with all applicable laws and regulations52 - As of the date of this announcement, the Group has not been subject to any prosecutions, fines, or penalties for violating any environmental laws or regulations53 Events After Reporting Period (Management Discussion and Analysis) Beyond the disclosed settlement agreement and machinery sale, the Board is unaware of any other material post-reporting period events requiring disclosure - Save as disclosed in this announcement, the Board is not aware of any other material events that have occurred and require disclosure54 Corporate Governance and Other Information Directors' Interests in Competing Businesses No directors, controlling shareholders, or their close associates had competing interests or conflicts with the Group's business, and independent non-executive directors confirmed proper internal control implementation - No directors, controlling shareholders, or their close associates had any businesses or interests that directly or indirectly competed with the Group's business, nor any other conflicts of interest55 - Independent non-executive directors confirmed that internal control measures regarding the management of actual or potential conflicts of interest of the Group have been properly implemented55 Sufficient Public Float As of the announcement date, 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 Rules56 Audit Committee The Audit Committee, composed of three independent non-executive directors, provides independent oversight on internal controls, risk management, financial statements, and auditor relations, having reviewed the FY2025 financial statements and recommended auditor re-appointment - The Audit Committee comprises three independent non-executive directors: Mr. Cui Zhiren (Chairman), Dr. Lu Zhicong, and Mr. Wang Anyuan57 - The committee's primary responsibilities include providing independent opinions to the Board on the effectiveness of internal control and risk management systems, the integrity of financial statements, and the relationship and independence assessment of external auditors58 - The Audit Committee has reviewed the Group's consolidated financial statements for the year ended March 31, 2025, and recommended the re-appointment of National Alliance CPA Limited as auditor58 Purchase, Sale or Redemption of the Company's Listed Securities For FY2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the year ended March 31, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities59 Directors' Securities Transactions The company adopted a code of conduct for directors' securities transactions, confirming all directors complied with it and GEM Listing Rules' standards as of the announcement date - The company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standards of dealing set out in the GEM Listing Rules60 - The company confirms that all directors have complied with the relevant required standards of dealing and the code of conduct as of the date of this announcement60 Share Option Scheme The company conditionally adopted a share option scheme on March 23, 2017, but no options have been granted, exercised, cancelled, lapsed, or remain outstanding since its adoption - The company conditionally adopted a share option scheme on March 23, 2017, to grant share options to eligible participants to subscribe for shares61 - From the adoption date up to March 31, 2025, no share options have been granted, exercised, cancelled, or lapsed, nor are any outstanding61 Corporate Governance Practices The Board is committed to high corporate governance standards and robust practices, ensuring effective accountability and compliance with all applicable code provisions of the Corporate Governance Code - The Board is committed to establishing and maintaining high standards of corporate governance and has adopted robust corporate governance practices to ensure effective accountability62 - The company has complied with all applicable code provisions of the Corporate Governance Code63 Annual General Meeting The company will hold its Annual General Meeting on Monday, August 11, 2025, with the notice to be dispatched to shareholders in accordance with relevant regulations - The company will hold its Annual General Meeting on Monday, August 11, 202564 - The notice of the meeting will be dispatched to shareholders in accordance with the company's articles of association, GEM Listing Rules, and other applicable laws and regulations64 Communication with Shareholders The company's shareholder communication policy ensures fair and timely information access, encourages active participation, maintains continuous dialogue through general meetings, and mandates poll voting for all resolutions - The company has adopted a shareholder communication policy to ensure shareholders have fair and timely access to information about the company, enabling them to exercise their rights and actively participate in company affairs65 - The company is committed to maintaining continuous communication with shareholders, particularly through Annual General Meetings or other general meetings, and encourages their participation65 - All resolutions proposed at general meetings will be voted by poll, and the poll results will be published on the company's and the Stock Exchange's websites in due course65 Board Information and Disclaimer This announcement, signed by Chairman Fong Chun Man on June 27, 2025, lists the directors, who collectively and individually assume full responsibility for the accuracy and completeness of the information - This announcement was signed by Mr. Fong Chun Man, Chairman and Executive Director of the Board, on June 27, 202567 - The company's executive directors are Mr. Fong Chun Man, Ms. Lau Pui Yee, and Mr. Chan Chi Fai, and independent non-executive directors are Mr. Cui Zhiren, Dr. Lu Zhicong, and Mr. Wang Anyuan68 - The directors collectively and individually assume full responsibility for the information contained in this announcement, confirming it is accurate and complete in all material respects, without misleading or fraudulent content69
F8企业(08347) - 2025 - 年度业绩