智中国际(06063) - 2025 - 年度业绩

Annual Results Announcement Financial Highlights Lotus Horizon Holdings Limited reported audited consolidated annual results for the year ended March 31, 2025, with revenue up 7.1% but slight declines in gross profit, profit before tax, and profit for the year, with no final dividend recommended Financial Summary | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 259,826 | 242,638 | | Gross Profit | 26,184 | 26,393 | | Profit Before Tax | 3,637 | 3,929 | | Profit for the Year | 3,193 | 3,320 | | Basic Earnings Per Share (HK cents) | 0.16 | 0.17 | - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[2] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, revenue increased to HK$259,826 thousand, while gross profit, profit before tax, and profit for the year slightly decreased, with other income and net losses increasing and finance costs significantly reducing Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 259,826 | 242,638 | | Cost of Sales | (233,642) | (216,245) | | Gross Profit | 26,184 | 26,393 | | Other Income and Losses, Net | 2,587 | 1,680 | | Operating and Administrative Expenses | (24,713) | (22,946) | | Finance Costs | (136) | (1,446) | | Profit Before Tax | 3,637 | 3,929 | | Profit for the Year | 3,193 | 3,320 | | Basic Earnings Per Share (HK cents) | 0.16 | 0.17 | - Among other comprehensive expenses for the year, exchange differences arising from the translation of overseas operations resulted in a loss of HK$11 thousand in 2025, with no such item in 2024[3] Consolidated Statement of Financial Position As of March 31, 2025, non-current assets decreased due to lower property and equipment and lease deposits, while a significant reduction in current liabilities improved liquidity, increasing net current assets and total assets less current liabilities Consolidated Statement of Financial Position | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current Assets | | | | Property and Equipment | 2,743 | 4,927 | | Deferred Tax Assets | 3,234 | 3,678 | | Current Assets | | | | Trade and Other Receivables | 20,313 | 41,220 | | Contract Assets | 68,106 | 43,192 | | Bank Balances and Cash | 63,372 | 75,452 | | Current Liabilities | | | | Trade and Other Payables | 24,985 | 22,665 | | Contract Liabilities | 5,557 | 19,319 | | Lease Liabilities | 1,071 | 2,469 | | Net Assets | | | | Total Equity | 128,963 | 125,781 | - Net current assets increased from HK$118,411 thousand in 2024 to HK$123,178 thousand in 2025, indicating improved liquidity[4] Notes to the Consolidated Financial Statements 1. General Information The company, incorporated in the Cayman Islands and listed on the HKEX, primarily provides design, supply, and installation services for curtain wall and architectural metal cladding works, with HKD as its functional currency - The principal activities of the Company are the provision of design, supply and installation services for curtain wall and architectural metal cladding works[5] - The consolidated financial statements are presented in Hong Kong Dollars, which is also the functional currency of the Company[6] 2. Application of New and Revised Hong Kong Financial Reporting Standards Several revised Hong Kong Financial Reporting Standards were first applied this year, but these revisions had no significant impact on the Group's financial position, performance, or disclosures - This year, accounting standards such as HKFRS 16 (Revised), HKAS 1 (Revised), HKAS 7, and HKFRS 7 (Revised) were applied for the first time[7] - The application of the revised Hong Kong Financial Reporting Standards did not have a significant impact on the Group's financial position and performance for the current and prior years and/or the disclosures in these consolidated financial statements[7] 3. Revenue and Segment Information The Group's revenue primarily comes from design, supply, and installation services for curtain wall and architectural metal cladding works in Hong Kong, managed as a single operating segment, with revenue recognized using the input method and major customers being Hong Kong property developers and main contractors - The Group's operating activities are derived from a single operating segment, focusing on providing design, supply, and installation services for curtain wall and architectural metal cladding works[9] - The Group's customers are primarily Hong Kong property developers and main contractors, and contracts are mainly fixed-price contracts[10] 3.3.1 Revenue by Service Type Total revenue for FY2025 was HK$259,826 thousand, with curtain wall works contributing HK$186,452 thousand and architectural metal cladding works contributing HK$73,374 thousand Revenue by Service Type | Service Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Curtain Wall Works | 186,452 | 151,755 | | Architectural Metal Cladding Works | 73,374 | 90,883 | | Total | 259,826 | 242,638 | 3.3.2 Geographical Information All Group revenue and non-current assets, excluding lease deposits and deferred tax assets, are derived from Hong Kong - All of the Group's revenue from external customers is derived from customers located in Hong Kong, and all non-current assets (excluding lease deposits and deferred tax assets) are located in Hong Kong[11] 3.3.3 Major Customer Information In FY2025, contributions from Customer A and B significantly increased, Customer C's contribution substantially decreased, and Customer D was no longer a major customer Major Customer Information | Customer | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Customer A | 81,283 | 37,665 | | Customer B | 59,648 | 31,960 | | Customer C | 49,410 | 125,293 | | Customer D | N/A | 30,535 | - Customer D's revenue contribution did not exceed 10% of the Group's total revenue in FY2025[13] 4. Other Income and Losses, Net Other income and losses, net, increased to HK$2,587 thousand in FY2025, primarily due to higher bank interest income, with FY2024 also including life insurance proceeds Other Income and Losses, Net | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank Interest Income | 2,620 | 1,154 | | Life Insurance Proceeds | – | 526 | | Net Exchange Loss | (33) | – | | Total | 2,587 | 1,680 | 5. Net Impairment Losses (Recognised) Reversal under Expected Credit Loss Model In FY2025, the Group recognized HK$285 thousand in net impairment losses, mainly from impaired retention receivables, contrasting with a HK$248 thousand net impairment loss reversal in FY2024 Net Impairment Losses (Recognised) Reversal under Expected Credit Loss Model | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade Receivables | 35 | (71) | | Contract Assets | (320) | 319 | | Total | (285) | 248 | 6. Finance Costs Finance costs for FY2025 significantly decreased to HK$136 thousand, primarily due to a substantial reduction in interest on bank borrowings Finance Costs | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest on Bank Borrowings | 6 | 1,200 | | Interest on Lease Liabilities | 130 | 246 | | Total | 136 | 1,446 | 7. Items Deducted from Profit Before Tax In FY2025, directors' remuneration and total staff costs decreased, while auditor's remuneration and depreciation of property and equipment slightly increased Items Deducted from Profit Before Tax | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Directors' Remuneration | 4,196 | 5,014 | | Other Staff Costs | 32,738 | 32,232 | | Total Staff Costs | 36,934 | 37,246 | | Auditor's Remuneration | 880 | 1,100 | | Depreciation of Property and Equipment | 3,730 | 3,505 | - Variable lease payments for office equipment not included in lease liabilities were HK$11 thousand in FY2025, compared to zero in FY2024[16] 8. Income Tax Expense Income tax expense for FY2025 was HK$444 thousand, primarily deferred tax expense, with no Hong Kong profits tax provision due to tax loss offsets Income Tax Expense | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Deferred Tax Expense | 444 | 609 | - No Hong Kong profits tax provision was made for the current and prior years due to the full offset of estimated taxable profits against tax losses carried forward[18] 9. Dividends The Company neither paid nor proposed any dividends to ordinary shareholders in both FY2025 and FY2024 - The Company neither paid nor proposed any dividends to ordinary shareholders of the Company during the years ended March 31, 2025, and March 31, 2024[19] - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[20] 10. Earnings Per Share Basic earnings per share for FY2025 was 0.16 HK cents, slightly below 0.17 HK cents in FY2024, with no diluted earnings per share presented due to the absence of potential ordinary shares Earnings Per Share | Item | 2025 | 2024 | | :--- | :--- | :--- | | Profit for the Year for Basic Earnings Per Share Calculation (HK$ thousand) | 3,193 | 3,320 | | Number of Shares (thousand shares) | 200,000 | 200,000 | | Basic Earnings Per Share (HK cents) | 0.16 | 0.17 | - Diluted earnings per share was not presented as the Group had no issued potential ordinary shares in both years[21] 11. Trade and Other Receivables The current portion of trade and other receivables significantly decreased to HK$20,313 thousand in FY2025, primarily due to lower trade receivables and deposits and prepayments, with typical credit terms of 30 to 74 days Trade and Other Receivables | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade Receivables (net of impairment allowance) | 14,971 | 31,098 | | Lease Deposits | 728 | 728 | | Deposits and Prepayments | 4,020 | 9,392 | | Other Receivables | 594 | 730 | | Current Portion of Trade and Other Receivables | 20,313 | 41,220 | - The Group generally grants credit terms ranging from 30 to 74 days to its customers[22] Ageing Analysis of Trade Receivables (net of loss allowance) | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 6,623 | 18,315 | | 31 to 60 days | 7,100 | 11,378 | | 61 to 90 days | 1,248 | 245 | | Over 90 days | – | 1,160 | | Total | 14,971 | 31,098 | 12. Contract Assets and Contract Liabilities Contract assets (net of impairment allowance) significantly increased to HK$68,106 thousand in FY2025, driven by curtain wall works, while contract liabilities substantially decreased to HK$5,557 thousand Contract Assets and Contract Liabilities | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Contract Assets (net of impairment allowance) | | | | Curtain Wall Works | 50,711 | 29,278 | | Architectural Metal Cladding Works | 17,395 | 13,914 | | Total | 68,106 | 43,192 | | Contract Liabilities | | | | Curtain Wall Works | (2,234) | (15,510) | | Architectural Metal Cladding Works | (3,323) | (3,809) | | Total | (5,557) | (19,319) | 13. Trade and Other Payables The current portion of trade and other payables slightly increased to HK$24,985 thousand in FY2025, mainly due to higher trade payables and retention payables, with typical credit terms of 0 to 30 days Trade and Other Payables | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade Payables | 16,509 | 15,287 | | Retention Payables | 5,359 | 5,101 | | Current Portion of Trade and Other Payables | 24,985 | 22,665 | - Credit terms for trade payables generally range from 0 to 30 days[24] 14. Performance Guarantees As of March 31, 2025, total performance guarantees increased to HK$20,735 thousand, with a maximum liability limit of HK$22,830 thousand for parent company guarantees, and management deems claims unlikely - As of March 31, 2025, the aggregate balance of performance guarantees issued by financial institutions in favor of the Group's customers amounted to HK$20,735,000 (2024: HK$11,890,000)[25] - The Company provided guarantees for construction contracts entered into by its wholly-owned subsidiaries with contractors, with a maximum liability limit of HK$22,830,000[26] - The Group's management believes that it is unlikely for the Group to be subject to claims under the aforementioned performance guarantees[27] Management Discussion and Analysis Business Review As a Hong Kong curtain wall and architectural metal cladding subcontractor, the Group had 17 ongoing projects in FY2025, generating HK$259.8 million in revenue, with 10 new projects awarded totaling HK$243.0 million, and a slight decrease in uncompleted project value on hand - As of March 31, 2025, the Group had 17 ongoing projects with an original total contract sum of approximately HK$752.3 million[28] - Total revenue recognized for FY2025 was approximately HK$259.8 million[28] - During the year, 10 new projects were awarded with a total contract sum of approximately HK$243.0 million, and the uncompleted value of projects on hand was approximately HK$323.5 million, a slight decrease from the previous year[28] Outlook and Prospects The Hong Kong economy faces challenges from geopolitical tensions, protectionism, and Federal Reserve interest rate decisions, leading to a cautious local property market, yet the Group anticipates long-term opportunities from Greater Bay Area integration and plans cost control measures - Hong Kong's economic outlook faces uncertainties from geopolitical tensions, protectionism, and Federal Reserve interest rate decisions[29] - High levels of unsold residential units and future private housing supply, coupled with record-high commercial property vacancy rates in Hong Kong, have impacted demand for new construction projects[29] - The Group believes the Hong Kong economy will maintain stable growth through integration with the Greater Bay Area, bringing significant long-term opportunities, and plans to implement further cost control measures[29][30] Financial Review The Group's FY2025 revenue grew 7.1% driven by curtain wall projects, while gross profit and margin slightly declined due to market competition; other income increased, finance costs significantly reduced, but operating and administrative expenses rose, leading to a slight decrease in profit for the year 4.3.1 Revenue Total revenue for FY2025 increased 7.1% to HK$259.8 million, primarily driven by more curtain wall projects, with their contribution rising to 71.8% Revenue by Service Type | Service Type | 2025 (HK$ thousand) | Percentage (%) | 2024 (HK$ thousand) | Percentage (%) | | :--- | :--- | :--- | :--- | :--- | | Curtain Wall Works | 186,452 | 71.8 | 151,755 | 62.5 | | Architectural Metal Cladding Works | 73,374 | 28.2 | 90,883 | 37.5 | | Total | 259,826 | 100.0 | 242,638 | 100.0 | - The Group's revenue increased by approximately HK$17.2 million or 7.1% from approximately HK$242.6 million in FY2024 to approximately HK$259.8 million in FY2025, primarily due to an increase in the number of curtain wall projects awarded and commenced during the year[31] Revenue by Sector | Sector | 2025 (HK$ thousand) | Percentage (%) | 2024 (HK$ thousand) | Percentage (%) | | :--- | :--- | :--- | :--- | :--- | | Residential Properties | 158,357 | 60.9 | 145,974 | 60.2 | | Commercial Properties | 219 | 0.1 | 1,202 | 0.5 | | Public Facilities | 101,250 | 39.0 | 95,462 | 39.3 | | Total | 259,826 | 100.0 | 242,638 | 100.0 | 4.3.2 Gross Profit and Gross Margin Gross profit for FY2025 slightly decreased to HK$26.2 million, with gross margin falling to 10.1%, mainly due to intense market competition impacting new project margins, while commercial property projects maintained higher margins from variation order assessments Gross Profit and Gross Margin by Service Type | Service Type | 2025 (HK$ thousand) | Gross Margin (%) | 2024 (HK$ thousand) | Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Curtain Wall Works | 19,205 | 10.3 | 16,101 | 10.6 | | Architectural Metal Cladding Works | 6,979 | 9.5 | 10,292 | 11.3 | | Total | 26,184 | 10.1 | 26,393 | 10.9 | - The decrease in the Group's gross margin was primarily due to intense market competition in Hong Kong, leading to lower gross margins for newly awarded projects during the year[34] Gross Profit and Gross Margin by Sector | Sector | 2025 (HK$ thousand) | Gross Margin (%) | 2024 (HK$ thousand) | Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Residential Properties | 16,298 | 10.3 | 17,680 | 12.1 | | Commercial Properties | 115 | 52.5 | 951 | 79.1 | | Public Facilities | 9,771 | 9.7 | 7,762 | 8.1 | | Total | 26,184 | 10.1 | 26,393 | 10.9 | 4.3.3 Other Income and Losses, Net Other income and losses, net, increased to HK$2.6 million in FY2025, primarily driven by higher bank interest income - Other income and losses, net, of approximately HK$2.6 million was recognized in FY2025, mainly comprising bank interest income of approximately HK$2.6 million[36] - Other income of approximately HK$1.7 million was recognized in FY2024, including bank interest income of approximately HK$1.2 million and life insurance income of HK$526,000[36] 4.3.4 Net Impairment Losses (Recognised) Reversal under Expected Credit Loss Model Net impairment losses of approximately HK$285,000 were recognized in FY2025, mainly due to impaired retention receivables, contrasting with a net impairment loss reversal of approximately HK$248,000 in FY2024 - The Group recognized an impairment loss of approximately HK$310,000 on the full balance of retention receivables due from a customer, resulting in net impairment losses of approximately HK$285,000 in FY2025[37] - The net impairment loss reversal of approximately HK$248,000 in FY2024 was due to the reversal of impairment losses on contract assets of approximately HK$319,000[37] 4.3.5 Operating and Administrative Expenses Operating and administrative expenses increased 7.7% to HK$24.7 million in FY2025, primarily due to higher staff costs and legal and professional fees - Operating and administrative expenses for FY2025 were approximately HK$24.7 million, an increase of approximately HK$1.8 million or 7.7% from approximately HK$22.9 million in FY2024[38] - This increase was primarily due to an increase in staff costs recognized as operating and administrative expenses of approximately HK$1.4 million and an increase in legal and professional fees of approximately HK$0.3 million in FY2025[38] 4.3.6 Finance Costs Finance costs for FY2025 significantly decreased by approximately HK$1.3 million to HK$136,000, primarily due to reduced bank borrowing interest - Finance costs for FY2025 were approximately HK$136,000, a decrease of approximately HK$1.3 million from approximately HK$1.4 million in FY2024[39] - The decrease in finance costs was primarily due to a reduction in interest on bank borrowings[39] 4.3.7 Income Tax Expense Income tax expense for FY2025 was HK$444,000, primarily from utilizing tax losses previously recognized as deferred tax assets - Income tax expense for FY2025 included deferred tax expense of HK$444,000 (FY2024: HK$609,000)[40] - The deferred tax expense was primarily attributable to the utilization of tax losses recognized as deferred tax assets in prior years[40] 4.3.8 Profit and Total Comprehensive Income for the Year Net profit for FY2025 slightly decreased by approximately HK$0.1 million to HK$3.2 million - The Group's net profit for the current year slightly decreased by approximately HK$0.1 million from approximately HK$3.3 million in the previous year to approximately HK$3.2 million in the current year[41] Liquidity, Financial Resources and Capital Structure The Group's net current assets and current ratio improved, driven by net operating cash flows, with no utilized bank borrowings, a zero gearing ratio, and a prudent liquidity management approach 4.4.1 Liquidity and Financial Resources Net current assets increased to HK$123.2 million in FY2025, with the current ratio rising to 4.9 times, primarily driven by net operating cash flows - As of March 31, 2025, the Group's net current assets amounted to approximately HK$123.2 million (2024: approximately HK$118.4 million)[42] - The Group's current ratio as of March 31, 2025, was approximately 4.9 times (2024: approximately 3.7 times)[42] - The increase in current ratio and bank balances was primarily due to net cash flows from operations during the year[42] 4.4.2 Bank Borrowings The Group has HK$76.5 million in bank financing facilities, with HK$20.7 million used for performance guarantees, but no bank borrowings were drawn, resulting in a zero gearing ratio - As of March 31, 2025, the Group's available banking facilities amounted to approximately HK$76.5 million, of which approximately HK$20.7 million was utilized for performance guarantees[43] - The Group had no utilized bank borrowings under any banking facilities as of March 31, 2025, and March 31, 2024[43] - The Group's gearing ratio was zero as of March 31, 2025, and March 31, 2024[43] 4.4.3 Capital Structure The Group's capital structure, comprising issued share capital and reserves, remained unchanged during the year - The Group's capital structure includes equity attributable to owners of the Company, comprising issued share capital and reserves[44] - The Company's capital structure remained unchanged throughout the year[44] 4.4.4 Pledge of Assets As of March 31, 2025, HK$3.0 million in pledged bank deposits secured bank financing, and HK$0.8 million in lease liabilities were secured by lease deposits - As of March 31, 2025, pledged bank deposits of approximately HK$3.0 million were pledged to secure banking facilities granted to the Group by a bank[45] - As of March 31, 2025, lease liabilities of approximately HK$0.8 million were secured by lease deposits with a carrying amount of approximately HK$0.7 million[45] 4.4.5 Foreign Exchange Risk Operating primarily in Hong Kong, the Group faces RMB-related foreign exchange risk but deemed it insignificant for the year and did not engage in hedging - The Group primarily operates in Hong Kong and is exposed to foreign exchange risk arising from various currency exposures, most of which relate to the procurement of certain raw materials in Renminbi[46] - During the year, the Group considered the currency risk of these monetary liabilities not significant and did not enter into any derivative agreements or financial instruments to hedge foreign exchange risk[46] 4.4.6 Capital Expenditure Capital expenditure for FY2025 increased to HK$1.5 million, primarily related to investments in property and equipment - The Group incurred capital expenditure of HK$1.5 million during the year (FY2024: HK$40,000), primarily related to investments in property and equipment[47] 4.4.7 Capital Commitments and Contingent Liabilities The Group's capital commitments and contingent liabilities primarily consist of performance guarantees, with no other significant undisclosed commitments or liabilities - Details of the Group's performance guarantees as of March 31, 2025, are set out in Note 14 to the consolidated financial statements[48] - Save as disclosed, the Group is not aware of any other capital commitments and contingent liabilities[48] 4.4.8 Significant Investments, Acquisitions and Disposals During the reporting period, the Group held no significant investments, acquisitions, or disposals of subsidiaries and associates - The Group did not hold any significant investments, acquisitions, or disposals of subsidiaries and associates during the reporting period[49] 4.4.9 Future Plans for Material Investments and Capital Assets As of March 31, 2025, the Group had no other plans for material investments or capital assets - Save as disclosed elsewhere in this annual report, the Group had no other plans for material investments or capital assets as of March 31, 2025[50] Employees and Remuneration Policy As of March 31, 2025, full-time employees decreased to 50 due to project staff reductions for cost control; remuneration is performance and qualification-based, with training provided, and total staff costs for FY2025 were HK$36.9 million - As of March 31, 2025, the Group had 50 full-time employees (2024: 57), with the decrease primarily due to a reduction in the number of project staff[51] - The Group has implemented stringent cost controls and adjusted the number of project staff based on the progress of construction works and anticipated workload[51] - Total staff costs for FY2025 were approximately HK$36.9 million (FY2024: approximately HK$37.2 million)[52] Events After Reporting Period Subsequent to the reporting period, the Group entered a joint venture with a Macau company to operate a Northeastern Chinese cuisine restaurant, with no other significant post-reporting period events impacting the Group - Subsequent to the reporting period, the Group entered into a joint venture agreement with a company incorporated in Macau to establish a joint venture company to operate a Northeastern Chinese cuisine restaurant in Macau[53] - Save as disclosed, the Board is not aware of any other material events that occurred after March 31, 2025, and up to the date of this announcement that would have a significant impact on the Group[53] Other Information Purchase, Sale or Redemption of the Company's Listed Securities During the year, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[54] Directors' Interests in Competing Business During the year, neither directors nor controlling shareholders and their close associates held interests in businesses competing or potentially competing with the Group - During the year, neither the directors nor the Company's controlling shareholders and their respective close associates held any interests in any business that directly or indirectly competes or is likely to compete with the Group's business[55] Share Option Scheme The Company adopted a share option scheme on March 5, 2020, to incentivize employees and promote business success; no options have been granted, cancelled, exercised, or lapsed, with 200,000,000 options available, representing 10% of issued share capital - The Company adopted a share option scheme on March 5, 2020, to incentivize employees, attract and retain talent, and promote the success of the Group's business[56] - Since the adoption date of the share option scheme and up to the date of this announcement, no share options have been granted, cancelled, exercised, or lapsed under the share option scheme[56] - As of the date of this annual report, the total number of shares available for issue under the share option scheme is 200,000,000 shares, representing 10% of the Company's total issued share capital[57] Corporate Governance Practices The Company's corporate governance practices adhere to the Listing Rules' Corporate Governance Code, with the Board consistently complying with its provisions throughout the year and committed to continuous review and enhancement - The Company's corporate governance practices are based on the principles and relevant code provisions set out in the Corporate Governance Code in Appendix C1 of the Listing Rules[58] - The Board has complied with the code provisions set out in Part 2 of the Corporate Governance Code throughout the year[58] Chairman and Chief Executive Officer Mr. Zhu Guohuan serves as both Chairman and CEO, an arrangement the Board believes enhances the Group's business planning, decision-making, and implementation efficiency, aligning with the best interests of the Group and shareholders - Mr. Zhu currently serves as both the Chairman of the Board and Chief Executive Officer of the Company, an arrangement the Board believes enhances the Group's overall business planning, decision-making, and implementation efficiency and effectiveness[59] - The Board believes that Mr. Zhu holding both positions is in the overall best interests of the Group and the Company's shareholders[60] Standard Code for Securities Transactions by Directors The Company adopted the Listing Rules' Standard Code for Securities Transactions by Directors, with all directors confirming full compliance throughout the year - The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules[61] - Following specific enquiries with the directors, all directors confirmed their compliance with the requirements of the Standard Code throughout the year[61] Audit Committee The Company's Audit Committee, comprising three independent non-executive directors, reviewed the audited consolidated financial statements for the year, confirming compliance with accounting standards, Listing Rules, and adequate disclosure - The Company has established an Audit Committee, comprising three independent non-executive directors, with Mr. Ma Sze Chun currently serving as the Chairman of the Audit Committee[62] - The Audit Committee has reviewed the Company's audited consolidated financial statements for the year and is of the opinion that they comply with applicable accounting standards, the Listing Rules, and have made adequate disclosures[62] Scope of Work of Deloitte Touche Tohmatsu The Group's auditor, Deloitte Touche Tohmatsu, agreed to the preliminary financial figures, but their work is not an assurance engagement, thus no opinion or assurance conclusion is expressed on the preliminary announcement - The Group's auditor, Deloitte Touche Tohmatsu, has agreed to the preliminary announcement of financial figures[63] - The work performed by Deloitte Touche Tohmatsu in this respect does not constitute an assurance engagement, and accordingly, no opinion or assurance conclusion is expressed on the preliminary announcement[63] Final Dividend The Board does not recommend the payment of a final dividend for the current year - The Board does not recommend the payment of a final dividend for the current year (FY2024: nil)[64] Annual General Meeting The Company's upcoming Annual General Meeting will be held on August 15, 2025, with the relevant notice to be published and dispatched to shareholders in due course - The Company's upcoming Annual General Meeting will be held on Friday, August 15, 2025[65] - The notice of the Annual General Meeting will be published on the Company's website and dispatched to the Company's shareholders in due course as required by the Listing Rules[65] Closure of Register of Members The Company will suspend its register of members from August 12 to August 15, 2025, to determine shareholders eligible to attend and vote at the Annual General Meeting - The Company will suspend its register of members from Tuesday, August 12, 2025, to Friday, August 15, 2025 (both dates inclusive)[66] - To be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares should ensure that all share transfer documents are lodged with the Company's Hong Kong share registrar by 4:30 p.m. on Monday, August 11, 2025[66] Publication of Financial Results and Annual Report This results announcement is published on the Company's and HKEX websites, and the annual report will be dispatched to shareholders and made available online in due course - This results announcement is published on the Company's website (www.lotushorizonholdings.com) and the HKEX website (www.hkexnews.hk)[67](index=67&type=chunk) - The Company's annual report for the year ended March 31, 2025, will be dispatched to the Company's shareholders and made available on the aforementioned websites in due course[67] Acknowledgement The Board extends sincere gratitude to the management team, employees, shareholders, investors, and business partners - The Board takes this opportunity to express its sincere gratitude for the unwavering efforts and contributions of the management team and employees, as well as the trust and support from shareholders, investors, and business partners[68]