御佳控股(03789) - 2025 - 年度业绩

Financial Summary This section provides a concise overview of the company's financial performance for the year ended March 31, 2025, highlighting key metrics such as revenue, gross profit, and net loss Financial Summary for the Year Ended March 31, 2025 | Metric | 2025 (Million HKD) | 2024 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 731.0 | 783.6 | -6.7% | | Gross Profit | 41.5 | 66.5 | -37.5% | | Gross Profit Margin | 5.7% | 8.5% | -2.8 percentage points | | (Loss) / Profit Attributable to Owners of the Company | (6.0) | 9.8 | -161.9% | | Basic (Loss) / Earnings Per Share | (0.50) HK cents | 0.81 HK cents | -161.7% | | Final Dividend | Not Recommended | Nil | - | Consolidated Financial Statements This section presents the company's consolidated financial statements, including the statement of profit or loss and other comprehensive income, and the statement of financial position Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the company's revenue decreased by 6.7% to HKD 731.0 million, gross profit significantly fell by 37.5% to HKD 41.5 million, and gross profit margin declined from 8.5% to 5.7%, resulting in a loss attributable to owners of HKD 6.0 million compared to a profit of HKD 9.8 million in the prior year Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Revenue from Contracts with Customers | 730,955 | 783,575 | | Direct Costs | (689,413) | (717,123) | | Gross Profit | 41,542 | 66,452 | | Other Income, Other Gains and Losses, Net | 16,799 | 10,162 | | Administrative and Other Operating Expenses | (60,527) | (57,141) | | (Loss) / Profit Before Tax | (3,392) | 13,399 | | Income Tax Expense | (2,654) | (3,629) | | (Loss) / Profit and Total Comprehensive (Expense) / Income for the Year Attributable to Owners of the Company | (6,046) | 9,770 | | Basic (Loss) / Earnings Per Share Attributable to Owners of the Company | (0.50) HK cents | 0.81 HK cents | Consolidated Statement of Financial Position As of March 31, 2025, the company's total non-current and current assets slightly decreased, while current liabilities also reduced. Net current assets slightly increased, but net assets saw a small decrease, with stable share capital and a decline in reserves Key Data from Consolidated Statement of Financial Position | Metric | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Non-current Assets | 57,326 | 67,894 | | Current Assets | 409,912 | 412,103 | | Current Liabilities | 155,950 | 162,252 | | Net Current Assets | 253,962 | 249,851 | | Total Assets Less Current Liabilities | 311,288 | 317,745 | | Non-current Liabilities | 707 | 1,118 | | Net Assets | 310,581 | 316,627 | | Share Capital | 12,000 | 12,000 | | Reserves | 298,581 | 304,627 | Notes to the Consolidated Financial Statements This section provides detailed notes to the consolidated financial statements, offering further explanation and breakdown of the figures presented General Information and Basis of Presentation The company is incorporated in the Cayman Islands, listed on the Hong Kong Stock Exchange, and primarily engaged in formwork erection and related services in Hong Kong, with financial statements presented in HKD - The company was incorporated in the Cayman Islands and its shares were listed on the Main Board of the Hong Kong Stock Exchange on February 8, 2017[7] - The Group is principally engaged in the provision of formwork erection and related ancillary services in Hong Kong[8] Application of New and Revised Hong Kong Financial Reporting Standards This year, several HKFRS amendments were applied with no material impact on the Group's financial position or performance, while HKFRS 18, effective January 1, 2027, is expected to change future profit or loss statement presentation and disclosures retrospectively Amendments Mandatorily Effective for the Current Year This year, amendments to HKFRS 16, HKAS 1, HKAS 7, and HKFRS 7 were first applied, but they had no material impact on the Group's financial position or performance - Amendments to HKFRS 16, HKAS 1, HKAS 7, and HKFRS 7 were applied in the current year[9] - These amendments had no material impact on the Group's financial position and performance for the current and prior years[9] New and Revised Standards and Amendments Issued But Not Yet Effective The Group has not early adopted several new and revised HKFRS, with HKFRS 18 "Presentation and Disclosure in Financial Statements" expected to impact future profit or loss statement presentation and disclosures, to be applied retrospectively from January 1, 2027 - HKFRS 18 "Presentation and Disclosure in Financial Statements" will replace HKAS 1, introducing new requirements for designated categories and defined subtotals in the profit or loss statement[12] - The application of the new standard is expected to affect the presentation and disclosures in the profit or loss statement in future financial statements, but will not affect the recognition or measurement of financial statement items[12] - The Group will apply HKFRS 18 from January 1, 2027, and it will be applied retrospectively[12] Revenue and Segment Information The Group's revenue primarily derives from formwork erection and related ancillary services in Hong Kong, with FY2025 revenue decreasing to HKD 731.0 million. The Group operates as a single segment, with all revenue and non-current assets located in Hong Kong, and a significant portion of revenue contributed by its top five customers, notably with increased contribution from Customer A Revenue Disaggregation The Group's revenue primarily comes from providing formwork erection and related ancillary services, totaling HKD 730.955 million in FY2025, a decrease from HKD 781.007 million in FY2024, with renovation services revenue now at zero Revenue from Contracts with Customers | Service Type | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Provision of formwork erection and related ancillary services | 730,955 | 781,007 | | Provision of renovation services | – | 2,568 | | Total Revenue | 730,955 | 783,575 | - All revenue is recognized over time[14] Geographical Information All of the Group's revenue from external customers and all non-current assets are located in Hong Kong, thus no geographical information is presented - All of the Group's revenue from external customers is derived from Hong Kong[15] - All of the Group's non-current assets are located in Hong Kong[15] Information About Major Customers In FY2025, Customer A's revenue contribution significantly increased, while Customer E's contribution became zero. The top four customers contributed approximately 71.8% of total revenue Major Customer Revenue Contribution | Customer | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Customer A | 170,907 | 85,672 | | Customer B | 132,611 | Not Applicable | | Customer C | 118,656 | 98,920 | | Customer D | 102,825 | 157,668 | | Customer E | – | 328,726 | - Revenue contribution from Customer A increased from HKD 85.672 million in 2024 to HKD 170.907 million in 2025[16] - Customer E ceased to be a major customer in 2025, with its revenue contribution decreasing from HKD 328.726 million in 2024 to zero[16] Other Income, Other Gains and Losses, Net Net other income, other gains, and losses increased to HKD 16.799 million this year, primarily due to higher miscellaneous income, increased scrap sales, and government grants Other Income, Other Gains and Losses, Net | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Bank interest income | 1,107 | 1,097 | | Income from sales of scrap materials | 2,444 | 801 | | Government grants | 191 | – | | Miscellaneous income | 13,077 | 8,783 | | Loss on disposal of property, plant and equipment | (20) | (519) | | Total | 16,799 | 10,162 | - In FY2025, the Group successfully applied for funding support under the Technology Voucher Programme, receiving government grants of HKD 191 thousand[17] Finance Costs Finance costs significantly decreased to HKD 19 thousand this year, primarily due to zero interest on bank borrowings, with only interest on lease liabilities remaining Finance Costs | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Interest on bank borrowings | – | 1,183 | | Interest on lease liabilities | 19 | 2 | | Total | 19 | 1,185 | - The Group had no bank borrowings in FY2025, resulting in zero interest on bank borrowings[18] (Loss) / Profit Before Tax This year, the company shifted from a profit to a loss before tax of HKD 3.392 million, mainly influenced by increased employee benefit expenses, provisions for trade and other receivables, and write-offs of retention receivables (Loss) / Profit Before Tax Components | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Total employee benefit expenses | 93,205 | 88,376 | | Auditor's remuneration | 1,000 | 910 | | Depreciation of property, plant and equipment | 9,174 | 10,798 | | Depreciation of right-of-use assets | 1,714 | 1,624 | | Provision for loss allowance on trade and other receivables and contract assets | 1,187 | 2,082 | | Write-off of retention receivables | 537 | – | | Impairment loss on property, plant and equipment | – | 2,807 | | Short-term lease expenses (land and buildings) | 6,001 | 5,150 | | Short-term lease expenses (plant and equipment) | 32,697 | 22,379 | - Total employee benefit expenses, including directors' emoluments, increased from HKD 88.376 million in 2024 to HKD 93.205 million in 2025[18] - A new write-off of retention receivables of HKD 537 thousand was recorded in FY2025[18] Income Tax Expense Income tax expense decreased to HKD 2.654 million this year, but the effective tax rate changed from 27.1% in FY2024 to -78.2% in FY2025, primarily due to unutilized tax losses among different entities within the Group Income Tax Expense | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Current income tax – Hong Kong Profits Tax | 2,169 | 4,906 | | Deferred tax | 485 | (1,277) | | Total income tax expense recognized in profit or loss | 2,654 | 3,629 | - The Group had no assessable income in the Cayman Islands and the British Virgin Islands[19] - The effective tax rate for FY2025 was approximately -78.2%, compared to approximately 27.1% in FY2024, mainly due to unutilized tax losses among different entities within the Group[39] Dividends The Board of Directors does not recommend the payment of any dividend for the year ended March 31, 2025 - The Board of Directors does not recommend the payment of any dividend for the year ended March 31, 2025[21] (Loss) / Earnings Per Share The basic loss per share for the year was 0.50 HK cents, compared to basic earnings per share of 0.81 HK cents in the prior year, reflecting the company's shift from profit to loss. Diluted loss/earnings per share is the same as basic loss/earnings per share due to the absence of potential ordinary shares (Loss) / Earnings Per Share | Metric | 2025 | 2024 | | :--- | :--- | :--- | | (Loss) / Profit for the year attributable to owners of the Company (Thousand HKD) | (6,046) | 9,770 | | Weighted average number of ordinary shares (Thousand shares) | 1,200,000 | 1,200,000 | | Basic (Loss) / Earnings Per Share | (0.50) HK cents | 0.81 HK cents | - As there were no potential ordinary shares outstanding for the years ended March 31, 2025 and 2024, the diluted (loss) / earnings per share is equal to the basic (loss) / earnings per share[23] Trade and Other Receivables As of March 31, 2025, trade receivables significantly increased to HKD 113.907 million, while deposits, other receivables, and prepayments substantially decreased. The Group maintains credit terms of 7 to 45 days and strictly controls overdue balances Trade and Other Receivables | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Trade receivables | 113,907 | 68,177 | | Less: Loss allowance for trade receivables | (645) | (1,229) | | Deposits, other receivables and prepayments | 8,729 | 54,324 | | Less: Loss allowance for deposits and other receivables | (118) | (405) | | Total | 121,873 | 120,867 | Ageing Analysis of Trade Receivables | Ageing | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | 0 to 30 days | 74,574 | 46,947 | | 31 to 60 days | 27,685 | 15,120 | | 91 to 180 days | 3,828 | 6,110 | | Over 180 days | 7,820 | – | - Trade receivables over 180 days increased by HKD 7.820 million in 2025[25] Trade and Other Payables As of March 31, 2025, trade payables significantly increased to HKD 68.636 million, while other payables and accrued expenses decreased. Trade payables generally have credit terms of 30 to 60 days Trade and Other Payables | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Trade payables | 68,636 | 35,463 | | Retention payables | 16,334 | 16,077 | | Other payables and accrued expenses | 51,824 | 60,196 | | Total | 136,794 | 111,736 | Ageing Analysis of Trade Payables | Ageing | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | 0 to 30 days | 34,649 | 29,785 | | 31 to 60 days | 15,397 | 3,479 | | 61 to 90 days | 14,822 | 1,642 | | 91 to 180 days | 3,117 | 557 | | Over 180 days | 651 | – | - Trade payables with ageing of 31 to 60 days and 61 to 90 days significantly increased in 2025[27] Management Discussion and Analysis This section provides a comprehensive review of the Group's business and financial performance, future outlook, liquidity, and capital structure, along with other key operational and financial insights Business and Financial Review The Group, a seasoned formwork engineering subcontractor in Hong Kong, experienced a 6.7% revenue decline and a shift from profit to loss in FY2025, primarily due to project delays and client liquidation, leading to a 37.5% drop in gross profit and a contraction in gross profit margin to 5.7% due to additional project-related expenses, while administrative expenses slightly increased, finance costs significantly decreased due to no borrowings, and income tax expense reduced, resulting in a loss attributable to owners of approximately HKD 6.0 million Business Review The Group, an experienced formwork engineering subcontractor in Hong Kong, primarily focuses on public sector projects and also engages in private sector projects. In FY2025, overall revenue was approximately HKD 730.1 million, a 6.7% decrease year-on-year. Three new projects were awarded with a total contract value of approximately HKD 576.0 million, a 46.0% decrease from the previous year. As of March 31, 2025, the Group had nine ongoing projects with a total remaining contract value of approximately HKD 930.1 million, expected to be completed within one to three years - The Group is a seasoned formwork engineering subcontractor in Hong Kong with over 30 years of operating history, primarily focusing on public sector projects[28] - In FY2025, the Group's overall revenue was approximately HKD 730.1 million, a decrease of approximately 6.7% compared to FY2024[30] - Three new projects were awarded in FY2025, with a total contract value of approximately HKD 576.0 million, a decrease of approximately 46.0% compared to FY2024[30] - As of March 31, 2025, the Group had nine ongoing projects with an estimated total remaining contract value of approximately HKD 930.1 million, expected to be completed within one to three years[30] Financial Review In FY2025, revenue decreased by 6.7% to HKD 731.0 million, mainly due to project delays and client liquidation. Direct costs decreased by 3.9% in line with revenue. Gross profit significantly decreased by 37.5% to HKD 41.5 million, with the gross profit margin falling to 5.7%, primarily due to additional on-site expenses, idle costs, and material damage during project suspensions. Administrative expenses slightly increased by 5.9% to HKD 60.5 million, mainly due to increased salaries for employee retention. Finance costs were almost zero due to no borrowings. Income tax expense decreased, but the effective tax rate was negative 78.2%. The loss attributable to owners of the company was approximately HKD 6.0 million, with the net profit margin turning negative 0.8%. Other payables and accrued expenses decreased, mainly due to reduced construction work - Revenue decreased by approximately 6.7% to HKD 731.0 million, primarily due to delays in site instructions and variation assessments for a major formwork subcontracting project, and the appointment of provisional liquidators for a client, Poly Civil Engineering Group Company Limited, leading to suspension and delays in certain projects[34] - Gross profit significantly decreased by 37.5% to HKD 41.5 million, with the gross profit margin falling from 8.5% to 5.7%, mainly due to additional on-site expenses, idle costs, and material damage incurred during the suspension of certain construction projects[36] - Administrative and other operating expenses slightly increased by 5.9% to HKD 60.5 million, primarily due to increased salaries to enhance employee retention for operations[37] - Finance costs decreased from approximately HKD 1.2 million to approximately HKD 19 thousand, mainly because the Group had no borrowings in FY2025[38] - The loss attributable to owners of the company was approximately HKD 6.0 million, with the net profit margin decreasing by approximately 2.0 percentage points from 1.2% in FY2024 to a net loss margin of approximately 0.8% in FY2025[40] - Other payables and accrued expenses decreased, mainly due to a reduction in accrued construction costs resulting from less construction work performed[41] Future Outlook Facing a volatile Hong Kong property market, skilled labor shortages, and intense competition, the Group will adopt a prudent bidding strategy. Significant increases in annual average expenditure for Northern Metropolis infrastructure projects are anticipated over the next five years, supported by government infrastructure bonds. The upcoming Construction Industry Payment (Protection) Ordinance is expected to enhance cash flow stability. The Group plans to leverage technological innovation and sustainable development strategies, collaborating its patented formwork system with BIM technology to improve design and construction management capabilities and capture new business opportunities - The Hong Kong property market faces volatility, skilled labor shortages, and intense competition, with some large construction companies delisting leading to industry consolidation[42] - The Financial Secretary's budget emphasizes construction industry development, with annual average expenditure on infrastructure projects in the Northern Metropolis expected to increase from approximately HKD 90 billion to HKD 120 billion over the next five years[42] - The Hong Kong government will issue infrastructure bonds ranging from HKD 95 billion to HKD 135 billion annually starting from FY2026 to support infrastructure project expenditures[42] - The Construction Industry Payment (Protection) Ordinance, expected to take effect on August 28, 2025, is anticipated to positively impact the Group's cash flow stability and reduce liquidity risk[42] - The Group will enhance its formwork design and construction management capabilities by strengthening the collaboration between its patented formwork system and Building Information Modeling (BIM) technology to capture more business opportunities[42] Liquidity, Financial Resources and Capital Structure As of March 31, 2025, the Group's current ratio was approximately 2.6, gearing ratio approximately 0.1%, and debt-to-equity ratio indicated a net cash position. The interest coverage ratio changed from 12.3 times to -177.5 times. Total assets and total liabilities both slightly decreased, and bank balances and cash reduced to HKD 48.6 million. The Group has HKD 30.0 million in unutilized and unrestricted bank facilities Liquidity Ratios As of March 31, 2025, the Group's current ratio was approximately 2.6, and its debt-to-equity ratio indicated a net cash position. The interest coverage ratio changed from 12.3 times in FY2024 to -177.5 times in FY2025 Liquidity Ratios | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Current Ratio | 2.6 | 2.5 | | Gearing Ratio | 0.1% | 0.2% | | Debt-to-Equity Ratio | Not Applicable | Not Applicable | | Interest Coverage Ratio | -177.5 times | 12.3 times | - The debt-to-equity ratio indicates that the Group is in a net cash position[43] - The interest coverage ratio changed from approximately 12.3 times in FY2024 to -177.5 times in FY2025[43] Assets and Liabilities Structure As of March 31, 2025, the Group's total assets were approximately HKD 467.2 million, total liabilities approximately HKD 156.7 million, and total equity approximately HKD 310.6 million. Bank balances and cash decreased to HKD 48.6 million, but HKD 30.0 million in unutilized and unrestricted bank facilities remained available Assets and Liabilities Structure | Item | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Total Assets | 467.2 | 480.0 | | Total Liabilities | 156.7 | 163.4 | | Total Equity | 310.6 | 316.6 | | Bank Balances and Cash | 48.6 | 88.2 | | Available Bank Facilities | 30.0 | 50.0 | | Unutilized and Unrestricted Bank Facilities | 30.0 | 20.0 | - The Group's capital structure primarily comprises issued share capital and reserves of approximately HKD 310.6 million[46] Gearing Ratio As of March 31, 2025, the gearing ratio, calculated as total interest-bearing borrowings and lease liabilities divided by total equity, was approximately 0.1%, a decrease from the previous year - As of March 31, 2025, the gearing ratio was approximately 0.1% (March 31, 2024: approximately 0.2%)[47] Capital Commitments As of March 31, 2025, the Group had no significant capital commitments - The Group had no significant capital commitments as of March 31, 2025 (March 31, 2024: approximately HKD 0.1 million)[48] Pledge of Assets As of March 31, 2025, the Group pledged approximately HKD 10.0 million in restricted fixed deposits to banks to secure trade finance and guarantee facilities - The Group pledged approximately HKD 10.0 million in restricted fixed deposits to banks to obtain trade finance and guarantee facilities[49] - The Group has an account of approximately HKD 0.2 million with a bank charged as security for general banking facilities[49] Material Investments Held, Material Acquisitions or Disposals of Subsidiaries and Affiliated Companies, and Plans for Material Investments or Capital Assets In FY2025, the Group held no material investments, made no material acquisitions or disposals of subsidiaries and affiliated companies, and had no other plans for material investments or capital assets - In FY2025, the Group held no material investments, nor did it make any material acquisitions or disposals of subsidiaries and affiliated companies[50] - As of March 31, 2025, there were no other plans for material investments or capital assets[50] Contingent Liabilities The Group faces several claims for personal injuries sustained by employees, but the directors believe these are covered by insurance or other means and will not have a material adverse effect. In FY2025, approximately HKD 30.0 million in contract advance payment guarantees were released and cancelled by banks - The Group faces several claims for personal injuries sustained by employees during their employment, which the directors believe are covered by insurance or other means and will not have a material adverse effect[51] - In FY2025, approximately HKD 30.0 million in contract advance payment guarantees were released and cancelled by banks on March 3, 2025[52] Treasury Policy The Group adheres to a prudent cash management policy, maintaining a robust liquidity position and mitigating credit risk through continuous credit assessments. Internal cash flow and interest-bearing bank borrowings are primary working capital sources, with the Board closely monitoring liquidity to meet funding needs - The Group continues to follow a prudent policy in managing bank balances and cash and maintaining a sound liquidity position[53] - The Group strives to mitigate its credit risk by continuously conducting credit assessments and evaluating the financial standing of its customers[53] Foreign Exchange Risk The Group's fixed deposits and bank balances are primarily denominated in HKD, and the vast majority of its transactions are also in HKD, thus it does not face significant foreign exchange risk. The company's management monitors foreign exchange risk and will consider hedging as appropriate - The Group's fixed deposits and bank balances are primarily denominated in HKD, and the vast majority of its transactions are also denominated in HKD, thus it does not face significant foreign exchange risk[54] - Given the Hong Kong dollar's peg to the US dollar under the Linked Exchange Rate System, the company's management believes there is no significant foreign exchange risk related to the HKD[54] Employees and Remuneration Policy As of March 31, 2025, the Group had 89 full-time employees, a decrease from the previous year. The Group offers competitive remuneration and benefits, including salaries, performance-based bonuses, MPF contributions, and other benefits. Total staff costs, included in administrative and other operating expenses, amounted to approximately HKD 39.8 million - As of March 31, 2025, the Group had 89 full-time employees (March 31, 2024: 93 full-time employees)[55] - Remuneration and benefits include salaries, performance-based bonuses, Mandatory Provident Fund contributions, and other benefits such as leave, staff medical, staff dental, and education allowances[55] - Total staff costs, included in administrative and other operating expenses, amounted to approximately HKD 39.8 million in FY2025[55] Events After Reporting Period Subsequent to the reporting period, the Group renewed framework agreements with Chun Chuen Construction Material Limited and Chun Chuen Scaffolding Equipment Limited for a fixed term until March 31, 2028. These transactions, exceeding the percentage ratios under the Listing Rules, are subject to reporting, annual review, announcement, and independent shareholders' approval, which was obtained at an EGM on June 16, 2025 - On April 16, 2025, the Group renewed a framework agreement with Chun Chuen Construction Material Limited to provide construction materials, with a term until March 31, 2028[56] - The Group also renewed a framework agreement with Chun Chuen Scaffolding Equipment Limited to provide metal scaffolding rental, support equipment, technical support, and transportation services, with a term until March 31, 2028[56] - As the relevant annual caps exceeded 5% of the applicable percentage ratios under the Listing Rules, these transactions are subject to reporting, annual review, announcement, and independent shareholders' approval, which was obtained at an extraordinary general meeting held on June 16, 2025[57] Other Information This section covers additional information including segment data, results and dividends, securities transactions, corporate governance practices, publication of reports, acknowledgements, and board members Segment Information The Group's business is considered a single operating segment, and no geographical segment information was presented in FY2025 - The Group's business is considered a single operating segment[58] - No geographical segment information was presented for the Group in FY2025[58] Results and Dividends The Group recorded a loss in FY2025, and the Board of Directors does not recommend the payment of any final dividend - The Group's results for FY2025 and its state of affairs as of March 31, 2025, are set out in this announcement[59] - The Board of Directors does not recommend the payment of any final dividend for FY2025[60] Purchase, Sale or Redemption of the Company's Listed Securities In FY2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - In FY2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[61] Corporate Governance Practices The company is committed to maintaining high corporate governance standards, having adopted and fully complied with the Corporate Governance Code in Appendix C1 of the Listing Rules for FY2025. The Board has fully complied with the Model Code for directors' securities transactions, and the Audit Committee, comprising three independent non-executive directors, is responsible for reviewing financial information, overseeing internal controls and risk management, and has reviewed this year's results report Directors' Securities Transactions The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules. Following inquiry, all directors fully complied with the Model Code in FY2025 - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules[63] - All directors fully complied with the required standards set out in the Model Code and there were no instances of non-compliance in FY2025[63] Audit Committee The Audit Committee, established on January 17, 2017, is chaired by Mr. Kwong Ping Man, an independent non-executive director, with Mr. Lai Nga Ming and Mr. Siu Kam Shing as members. The committee complies with Listing Rules requirements, primarily reviewing financial information, overseeing financial reporting, internal control, and risk management systems, and has reviewed the Group's FY2025 annual results announcement - The Audit Committee was established on January 17, 2017, chaired by Mr. Kwong Ping Man, an independent non-executive director, with Mr. Lai Nga Ming and Mr. Siu Kam Shing as members[64] - The Audit Committee complies with Listing Rule 3.21, comprising at least three non-executive directors, with a majority being independent non-executive directors, and at least one member possessing appropriate professional qualifications or expertise in accounting or related financial management[65] - The Audit Committee has reviewed the accounting principles adopted by the Group and the consolidated financial statements as part of the Group's annual results announcement for FY2025[66] Publication of Annual Results Announcement and Annual Report The annual results announcement has been published on the HKEX website and the company's website. The company's FY2025 annual report will be dispatched to shareholders and published on the aforementioned websites, with printed copies available free of charge - The annual results announcement is published on the HKEX website (www.hkexnews.hk) and the company's website (www.royal-deluxe.com)[67](index=67&type=chunk) - The company's FY2025 annual report will be dispatched to the company's shareholders and published on the aforementioned websites[67] Acknowledgement Mr. Wong Kei Ming, Chairman of the Board, on behalf of the Board, expresses sincere gratitude to the Group's management, all employees, shareholders, and business partners - Mr. Wong Kei Ming, Chairman of the Board, on behalf of the Board, expresses his sincerest gratitude to the Group's management, all employees, shareholders, and business partners[68] Board of Directors As of the announcement date, the Board of Directors comprises three executive directors (Mr. Wong Kei Ming, Mr. Wong Yu Hin, Ms. Chow Lai Hing) and three independent non-executive directors (Mr. Kwong Ping Man, Mr. Lai Nga Ming, Mr. Siu Kam Shing) - The Board of Directors includes executive directors Mr. Wong Kei Ming, Mr. Wong Yu Hin, and Ms. Chow Lai Hing; and independent non-executive directors Mr. Kwong Ping Man, Mr. Lai Nga Ming, and Mr. Siu Kam Shing[70]