菊福堂生物(08217) - 2025 - 年度业绩

Annual Results Announcement WMHW Holdings Limited's annual results for the year ended March 31, 2025, highlighting GEM market risks and director responsibility Company Information and Disclaimer WMHW Holdings Limited's annual results for the year ended March 31, 2025, emphasizing GEM market investment risks and director responsibility for accuracy - WMHW Holdings Limited (萬民好物控股有限公司) released its annual results announcement for the year ended March 31, 2025[2] - The GEM market is positioned as a listing platform for companies with high investment risk, advising investors to exercise caution[3] - The company's directors jointly and severally bear full responsibility for the accuracy, completeness, and non-misleading nature of this announcement[3] Consolidated Financial Statements Overview of the group's financial performance and position, including income, comprehensive income, and balance sheet data Consolidated Statement of Profit or Loss and Other Comprehensive Income The group's revenue slightly increased, but gross profit declined, leading to a significantly narrowed loss for the year and reduced loss per share Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 36,202 | 35,141 | | Cost of services provided | (35,220) | (33,261) | | Gross profit | 982 | 1,880 | | Other income | 1,392 | 1,188 | | Net other gains/(losses) | 5,349 | (13,287) | | Net impairment losses (recognized)/reversed under expected credit loss model | (3,549) | 1,073 | | Administrative and other operating expenses | (9,353) | (7,567) | | Operating loss | (5,179) | (16,713) | | Loss before tax | (5,899) | (17,433) | | Loss and total comprehensive expense for the year attributable to owners of the Company | (5,899) | (17,433) | | Loss per share (HK cents) | (1.95) | (5.78) | - The loss for the year significantly decreased from HKD 17,433 thousand in 2024 to HKD 5,899 thousand in 2025, primarily due to a swing from net other losses to gains[5] - Basic and diluted loss per share decreased from 5.78 HK cents in 2024 to 1.95 HK cents in 2025[5] Consolidated Statement of Financial Position Total assets and net current assets decreased, while total equity remained stable and current liabilities increased, reflecting minor changes in asset structure Consolidated Statement of Financial Position Key Data | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Property, plant and equipment | 163 | 243 | | Contract assets | 13,558 | 14,680 | | Trade and other receivables | 34,251 | 37,695 | | Financial assets at fair value through profit or loss | 28,059 | 22,710 | | Cash and bank balances | 2,113 | 4,005 | | Total current assets | 80,202 | 81,311 | | Total current liabilities | 53,147 | 48,437 | | Net current assets | 27,055 | 32,874 | | Net assets | 27,218 | 33,117 | | Total equity | 27,218 | 33,117 | - Net current assets decreased from HKD 32,874 thousand in 2024 to HKD 27,055 thousand in 2025[6] - Financial assets at fair value through profit or loss increased from HKD 22,710 thousand in 2024 to HKD 28,059 thousand in 2025[6] Notes to the Consolidated Financial Statements Detailed explanations of the accounting policies, revenue recognition, financial instruments, and other significant items in the consolidated financial statements General Information WMHW Holdings Limited is incorporated in the Cayman Islands, listed on GEM, primarily engaged in construction engineering and investment holding, with financial statements presented in HKD - The Company is incorporated in the Cayman Islands, with its shares listed on GEM of the Stock Exchange of Hong Kong[7] - The Group is principally engaged in the provision of construction engineering services and investment holding[7] - The consolidated financial statements are presented in Hong Kong dollars, with all values rounded to the nearest thousand HKD[7] Summary of Significant Accounting Policies This section outlines the significant accounting policies followed in preparing the consolidated financial statements, covering various aspects from preparation basis to related party transactions - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and the GEM Listing Rules, primarily on a historical cost basis, with certain financial instruments measured at fair value[8] - Revenue is recognized when performance obligations are satisfied, primarily through the output method to measure contract completion progress[11][19] - Impairment of financial assets is assessed using the expected credit loss model and updated based on changes in credit risk[47] Basis of Preparation The consolidated financial statements are prepared under Hong Kong Financial Reporting Standards and GEM Listing Rules, primarily on a historical cost basis - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and the GEM Listing Rules[8] - The statements are primarily prepared on a historical cost basis, except for certain financial instruments measured at fair value[8] Basis of Consolidation The consolidated financial statements include the Company and its controlled subsidiaries, with control assessed based on power, variable returns, and the ability to affect returns - The consolidated financial statements include the Company and its controlled subsidiaries, with control assessed based on power, variable returns, and the ability to affect returns[10] Revenue from Contracts with Customers Revenue is recognized when performance obligations are satisfied, with transaction prices allocated based on standalone selling prices and progress measured by the output method - Revenue is recognized when performance obligations are satisfied, meaning when control of the services is transferred to the customer[11] - For contracts with multiple performance obligations, the transaction price is allocated based on the relative standalone selling prices[18] - Progress towards satisfying performance obligations is primarily measured using the output method, reflecting the transfer of control of services[19] Contract Costs Costs to fulfill a contract are recognized as assets when specific conditions are met and subsequently amortized on a systematic basis - Costs to fulfill a contract are recognized as an asset when specific conditions are met, and subsequently amortized on a systematic basis[20][21] Employee Benefits Payments to mandatory provident fund schemes are recognized as expenses when employees render services, and short-term employee benefits are recognized at undiscounted amounts - Payments to mandatory provident fund schemes are recognized as an expense when employees render services[22] - Short-term employee benefits are recognized as an expense at the undiscounted amount expected to be paid[23] Share-based Payments Share options granted to employees are measured at fair value on the grant date and expensed through profit or loss, while those for non-employees are measured by the fair value of goods or services received - Share options granted to employees are measured at fair value on the grant date and expensed through profit or loss[25] - Share options granted to non-employees are measured by the fair value of the goods or services received[27] Income Tax Expense Income tax expense includes current and deferred tax, calculated using tax rates enacted or substantively enacted at the end of the reporting period - Income tax expense includes current and deferred tax, calculated using tax rates enacted or substantively enacted at the end of the reporting period[28] Property, Plant and Equipment Property, plant and equipment are carried at cost less accumulated depreciation and impairment losses, with depreciation recognized on a straight-line basis over estimated useful lives - Property, plant and equipment are carried at cost less accumulated depreciation and impairment losses[31] - Depreciation is recognized on a straight-line basis over the estimated useful lives and reviewed at each reporting period end[32] - Asset impairment reviews are conducted at the end of the reporting period to determine if there are indications of impairment[34] Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits, and short-term highly liquid investments - Cash and cash equivalents include cash on hand, demand deposits, and short-term highly liquid investments[37][40] Provisions Provisions are recognized when a present legal or constructive obligation arises from past events and the amount can be reliably estimated - Provisions are recognized when a present legal or constructive obligation arises from past events and the amount can be reliably estimated[38] Financial Instruments Financial assets and liabilities are initially measured at fair value and classified based on contractual cash flow characteristics and business model, with impairment assessed using the expected credit loss model - Financial assets and liabilities are initially measured at fair value and classified based on contractual cash flow characteristics and business model[39][41] - Impairment of financial assets is assessed using the expected credit loss model, evaluating lifetime or 12-month expected credit losses[47] - Financial liabilities, including trade and other payables, are subsequently measured at amortized cost using the effective interest method[58] Government Grants Government grants are recognized when there is reasonable assurance of compliance with conditions and receipt, with income-related grants recognized in profit or loss over the period they are receivable - Government grants are recognized when there is reasonable assurance of compliance with conditions and receipt, with income-related grants recognized in profit or loss over the period they are receivable[60] Contingent Liabilities and Contingent Assets Contingent assets are not recognized but continuously assessed, while contingent liabilities are not recognized due to uncertainty or unreliable measurement but their outflow possibility is monitored - Contingent assets are not recognized in the consolidated financial statements but are continuously assessed, and recognized if an inflow of economic benefits is virtually certain[61] - Contingent liabilities are not recognized due to uncertainty or unreliable measurement, but their possibility of economic outflow is continuously assessed[62] Segment Reporting Operating segment information is identified based on financial data regularly reported to the chief executive management - Operating segment information is identified based on financial data regularly reported to the chief executive management[63] Related Parties Related parties include individuals or entities that control or are jointly controlled by the Group, or have significant influence over the Group - Related parties include individuals or entities that control or are jointly controlled by the Group, as well as those with significant influence over the Group[64][66] Revenue The Group's revenue primarily derives from renovation and fitting-out works, with civil engineering revenue at zero in 2025, and all revenue recognized over time Revenue Disaggregation from Contracts with Customers | Service Type | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Provision of civil engineering works | – | 3,810 | | Provision of renovation and fitting-out works | 36,202 | 31,331 | | Revenue from contracts with customers recognized over time | 36,202 | 35,141 | - In 2025, all of the Group's revenue was derived from renovation and fitting-out works, with zero revenue from civil engineering works[68] - Revenue recognition uses the output method, based on the stage of contract completion[69] Segment Information The Group's operations are concentrated in Hong Kong's construction engineering sector, with all revenue and non-current assets originating from Hong Kong, and high reliance on a single major customer - The Group's operating activities are attributable to a single reportable and operating segment: provision of civil engineering and renovation and fitting-out works[71] - All of the Group's operations, revenue, and non-current assets are located in Hong Kong[72] Major Customer Revenue Contribution | Customer | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Customer A | 36,202 | 31,331 | Net Other Gains/(Losses) Net other gains for the year swung from a loss to a profit, primarily influenced by fair value changes in financial assets at fair value through profit or loss Net Other Gains/(Losses) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Fair value changes of financial assets at fair value through profit or loss | 5,349 | (13,287) | - Fair value changes of financial assets at fair value through profit or loss swung from a loss of HKD 13,287 thousand in 2024 to a gain of HKD 5,349 thousand in 2025[76] Net Impairment Losses (Recognized)/Reversed under Expected Credit Loss Model Net impairment losses recognized under the expected credit loss model for the year amounted to HKD 3,549 thousand, mainly from impairment of trade receivables and contract assets Net Impairment Losses | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Impairment loss on trade receivables | (1,285) | 2,589 | | Impairment loss on contract assets | (2,467) | (772) | | Impairment loss on deposits and other receivables | 203 | (364) | | Total net impairment losses | (3,549) | 1,073 | - Net impairment losses of HKD 3,549 thousand were recognized in 2025, compared to a net reversal of impairment losses of HKD 1,073 thousand in 2024[76] Loss Before Tax Loss before tax for the year was HKD 5,899 thousand, a significant reduction from the previous year, influenced by finance costs, staff costs, auditor's remuneration, and depreciation Components of Loss Before Tax | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest on bonds payable | 720 | 720 | | Salaries, wages and other benefits in kind | 4,921 | 5,761 | | Total staff costs | 5,055 | 5,909 | | Auditor's remuneration | 390 | 360 | | Depreciation of property, plant and equipment | 80 | 80 | - Total staff costs (including directors' emoluments) decreased from HKD 5,909 thousand in 2024 to HKD 5,055 thousand in 2025[75] - Finance costs remained stable at HKD 720 thousand for both years[75] Income Tax Expense The Group incurred no Hong Kong profits tax provision in either year due to the absence of assessable profits - No Hong Kong profits tax provision was made for either year as the Group did not generate assessable profits[78] - Hong Kong profits tax is subject to a two-tiered tax rate system, with the first HKD 2 million of profits taxed at 8.25% and the remainder at 16.5%[78] Dividends No dividends were declared or paid by the Company for the year ended March 31, 2025 - The Company neither declared nor paid any dividends during the reporting period or subsequent to the reporting period end[79] Loss Per Share Basic and diluted loss per share attributable to owners of the Company was 1.95 HK cents, a significant reduction from the previous year, with unexercised share options having an anti-dilutive effect Basis for Loss Per Share Calculation | Item | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company (HKD thousands) | (5,899) | (17,433) | | Weighted average number of shares (thousands) | 301,860 | 301,860 | - Basic and diluted loss per share decreased from 5.78 HK cents in 2024 to 1.95 HK cents in 2025[80] - Unexercised share options had an anti-dilutive effect on basic loss per share, thus their exercise was not assumed in calculating diluted loss per share[80] Trade and Other Receivables Total trade and other receivables decreased, credit loss provisions increased, and a significant portion of overdue receivables were overdue for over one year Trade and Other Receivables Details | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Trade receivables from contracts with customers | 41,207 | 47,255 | | Less: Provision for credit losses | (15,142) | (13,857) | | Trade receivables (net of provision) | 26,065 | 33,398 | | Amounts due from securities brokers | 907 | 615 | | Performance bond deposits | 7,215 | 2,812 | | Other receivables, deposits and prepayments | 64 | 870 | | Total | 34,251 | 37,695 | - Trade receivables (net of provision for credit losses) decreased from HKD 33,398 thousand in 2024 to HKD 26,065 thousand in 2025[81] - Provision for credit losses increased from HKD 13,857 thousand in 2024 to HKD 15,142 thousand in 2025[81] - Approximately HKD 19,828 thousand of trade receivables (net of provision) were overdue for more than 365 days, but directors consider them recoverable[81][82] Trade and Other Payables Total trade and other payables increased, primarily due to higher retention payables and amounts due to a subsidiary director Trade and Other Payables Details | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Trade payables | 11,716 | 12,672 | | Retention payables | 13,556 | 12,851 | | Provision for long service payments | 300 | 928 | | Amount due to a director of the Company | 24 | 24 | | Amount due to a director of a subsidiary | 5,378 | – | | Accruals and other payables | 5,765 | 5,554 | | Total | 36,739 | 32,029 | - Retention payables increased from HKD 12,851 thousand in 2024 to HKD 13,556 thousand in 2025[84] - A new amount due to a director of a subsidiary of HKD 5,378 thousand was recorded[84] Share Capital The Company's authorized and issued and fully paid share capital remained unchanged during the reporting period Share Capital Structure | Item | Number of shares (thousands) | Share par value (HKD thousands) | | :--- | :--- | :--- | | Authorized share capital (ordinary shares of HKD 0.16 each) | 500,000 | 500,000 | | Issued and fully paid share capital | 301,860 | 48,298 | - As of March 31, 2025, issued and fully paid share capital was 301,860 thousand shares, with a par value of HKD 48,298 thousand, consistent with the previous year[86] Management Discussion and Analysis Review of the Group's business operations, financial performance, and future outlook, including key investments and financial metrics Business Review The Group has over 25 years of civil engineering subcontracting experience in Hong Kong, with core businesses including road and drainage, structural, site formation, and renovation works - The Group has provided civil engineering services in Hong Kong for over 25 years[87] - Key civil engineering businesses include road and drainage, structural engineering, site formation, and renovation and fitting-out works[87] Prospects The Group anticipates both opportunities from government infrastructure spending and challenges from geological conditions and client changes in 2026, planning to enhance competitiveness, explore eldercare, and expand internationally for diversified growth - Government infrastructure public expenditure is expected to create more business opportunities in 2026[88] - Difficult geological conditions, adverse weather, and client changes may affect subcontractor profits[88] - The Group plans to explore eldercare businesses and assess the feasibility of expanding civil engineering operations into international markets like Japan and Thailand[88] Major Investments The Group holds significant investments in Huilong Holdings Limited and China Integrated Holdings Limited, with financial assets at fair value through profit or loss totaling HKD 28,059 thousand, representing 34.9% of total assets Major Investments in Financial Assets at Fair Value Through Profit or Loss | Major Investment | 2025 Realized and Unrealized Gains (HKD thousands) | 2025 Number of Shares Held (thousands) | 2025 Fair Value (HKD thousands) | 2025 Approximate Percentage of Total Assets | 2024 Fair Value (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | | Huilong Holdings Limited | 5,725 | 381,660 | 14,885 | 18.5% | 9,160 | | China Integrated Holdings Limited | 91 | 9,100 | 8,281 | 10.3% | 8,190 | | Other listed equity securities | – | – | 4,893 | 6.1% | 5,360 | | Total | – | – | 28,059 | 34.9% | 22,710 | - Investments in Huilong Holdings Limited accounted for approximately 18.5% of total assets, and China Integrated Holdings Limited for approximately 10.3%[89] - The Group's investment strategy is a diversified and flexible portfolio to maximize sustained long-term returns[91] Revenue The Group's total revenue slightly increased, primarily from renovation and fitting-out works, with revenue from ongoing contracts recognized based on progress, despite a stable number of projects - Total revenue increased by HKD 1,061 thousand from HKD 35,141 thousand in 2024 to HKD 36,202 thousand in 2025[92] - All revenue was derived from the provision of civil engineering and renovation and fitting-out works[92] - The total value of contracts on hand increased from HKD 333,844 thousand in 2024 to HKD 346,894 thousand in 2025, with the number of projects remaining at 12[92] Gross Profit and Gross Profit Margin Gross profit significantly decreased due to rising material and labor costs under inflationary pressure and limited ability to pass on costs due to industry competition. Gross margin varies by project value, complexity, competition, and cost control - Gross profit decreased from HKD 1,880 thousand in 2024 to HKD 982 thousand in 2025[93] - The decline in gross profit was primarily attributed to rising material and labor costs due to inflationary pressure, and limited ability to pass on costs due to industry competition[93] - Gross profit margin is influenced by project contract value, nature and complexity of civil engineering works, competition level, and cost control measures[93][94][95][96] Other Income Other income increased, primarily due to higher government subsidies and an increase in over-provision for long service payments - Other income increased from HKD 1,188 thousand in 2024 to HKD 1,392 thousand in 2025[98] - The increase was mainly due to higher government subsidies and an increase in over-provision for long service payments[98] Other Gains or Losses Other gains or losses for the year swung from a loss to a profit, primarily from unrealized gains on financial assets at fair value through profit or loss - Other gains or losses swung from a loss of HKD 13,287 thousand in 2024 to a profit of HKD 5,349 thousand in 2025[99] - The primary source of gains was unrealized gains on financial assets at fair value through profit or loss[99] Impairment Losses Recognized under Expected Credit Loss Model, Net of Reversals The Group engaged professional valuers to assess expected credit losses on trade receivables, and directors consider the loss provision adequate after comprehensive consideration of various factors - The Group engaged professional valuers to assist in assessing expected credit losses in accordance with Hong Kong Financial Reporting Standards[100] - The assessment considered the status of receivables, past default history of debtors, business relationships, repayment records, industry, and economic data[100] - Based on the assessment, the directors consider the loss provision adequate[100] Administrative and Other Operating Expenses Administrative and other operating expenses significantly increased, primarily due to higher staff costs, marketing expenses, and severance payments - Administrative and other operating expenses increased by 23.6% from HKD 7,567 thousand in 2024 to HKD 9,353 thousand in 2025[101] - The increase was primarily due to higher staff costs, marketing expenses, and severance payments[101] Finance Costs The Group's finance costs remained stable, primarily consisting of interest on bonds payable - Finance costs remained stable at HKD 720 thousand for both years[102] Income Tax Credit The Group incurred no income tax expense in either of the two reporting periods - The Group incurred no income tax expense for the years ended March 31, 2024, and 2025[103] Loss for the Year Loss for the year significantly decreased, primarily benefiting from increased revenue and other income, and the net effect of other gains or losses swinging from a loss to a profit - Loss for the year decreased by HKD 11,534 thousand from HKD 17,433 thousand in 2024 to HKD 5,899 thousand in 2025[104] - The reduction in loss primarily stemmed from increased revenue and other income, and the net effect of increased gains from other gains or losses[104] Liquidity, Financial Resources and Capital Structure Overview of the Group's liquidity position, financial resources, and capital structure, including changes in liquidity ratio, debt, and equity Liquidity and Financial Resources The Group's current ratio decreased and gearing ratio increased, but it maintains sufficient liquidity with existing bank balances and cash to meet demands, while total interest-bearing debt remained stable - The current ratio decreased from approximately 1.7 times in 2024 to approximately 1.5 times in 2025[105] - Total interest-bearing debt (including bonds payable) remained stable at approximately HKD 12,000 thousand[106] - The gearing ratio increased from approximately 36% in 2024 to approximately 44% in 2025[106] - The Group possesses sufficient liquidity to meet its funding requirements[106] Capital Structure The Group's capital structure remained stable during the reporting period, with issued and fully paid share capital and total equity attributable to owners consistent with the previous year - The Group's capital structure remained unchanged during the reporting period, except for a new share placement completed in September 2020[107] - As of March 31, 2025, issued and fully paid share capital was HKD 48,298 thousand, and total equity attributable to owners of the Company was HKD 27,218 thousand[107] Other Information Additional disclosures on commitments, contingent liabilities, future plans, foreign exchange risk, asset pledges, employees, dividends, post-reporting events, and corporate governance Commitments The Group had no capital commitments as of March 31, 2025 - The Group had no capital commitments as of March 31, 2025[108] Contingent Liabilities The Group had no significant contingent liabilities as of March 31, 2025 - The Group had no significant contingent liabilities as of March 31, 2025[109] Acquisitions and Disposals and Future Plans for Material Investments and Capital Assets The Group made no significant acquisitions or disposals during the reporting period and has no other material investment or capital asset plans beyond those disclosed - The Group did not undertake any significant acquisitions or disposals of subsidiaries and associates during the reporting period[110] - Other than those disclosed in this announcement, the Group had no other plans for material investments or capital assets as of March 31, 2025[110] Exchange Rate Fluctuation Risk The Group faces very low foreign exchange risk due to the Hong Kong dollar's peg to the US dollar - The Group's business operations are conducted in Hong Kong, with transactions, monetary assets, and liabilities denominated in HKD and USD[111] - Due to the HKD's peg to the USD, the Group faces very low foreign exchange risk[111] Pledge of the Group's Assets The Group's total interest-bearing debt remained stable, and it had no general bank financing or lease liabilities - The Group's total interest-bearing debt was approximately HKD 12,000 thousand, consistent with the previous year[112] - The Group had no general bank financing or lease liabilities as of March 31, 2025, and 2024[112] Employees and Remuneration Policy The Group's employee count slightly decreased, leading to lower total staff costs, with remuneration policies based on qualifications, position, and seniority, offering discretionary bonuses and other benefits to attract and retain talent - As of March 31, 2025, the Group employed approximately 22 employees, a decrease from 26 employees in the previous year[113] - Total staff costs (including directors' emoluments) for the reporting period were approximately HKD 5,055 thousand, a decrease from HKD 5,909 thousand in the previous year[113] - Remuneration policy is based on qualifications, position, and seniority, offering discretionary bonuses, retirement benefits, and training subsidies[113] Final Dividend The Board of Directors recommended no final dividend for the reporting period - The Board of Directors recommended no final dividend for the reporting period[114] Events After the Reporting Period The Company announced on June 10, 2025, a proposed change to its English and Chinese names, reflecting potential adjustments to its business direction - The Company announced on June 10, 2025, a proposed change of its English name to "Ju Fu Tang Biotech Holdings Co., Ltd"[115] - The Company's proposed new Chinese dual foreign name is "菊福堂生物控股有限公司"[115] Compliance with Corporate Governance Code The Company has complied with all applicable provisions of the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules - The Company has complied with all applicable provisions of the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules[116] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities from the listing date up to the announcement date - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities from the listing date up to the date of this announcement[117] Competing Interests Directors confirm that no controlling shareholder, director, or their close associates hold interests in any business competing with the Group's operations - The directors confirm that no controlling shareholder, director, or their close associates hold interests in any business directly or indirectly competing with the Group's operations[118] Code of Conduct for Securities Transactions by Directors The Company adopted a code of conduct for directors' securities transactions as required by GEM Listing Rules, and all directors confirmed full compliance - The Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for directors' securities transactions[119] - All directors confirmed full compliance with the dealing standards set out in the code of conduct[119] Share Option Scheme The Company's share option scheme, adopted to attract and retain talent, had 19,842,480 options granted as of March 31, 2025, with some having lapsed - The share option scheme was adopted on March 24, 2016, to attract and retain high-caliber employees and promote business success[120] - As of March 31, 2025, the Company had granted 19,842,480 share options under the scheme[121] Share Option Movements | Category | Balance at April 1, 2024 | Granted during the year | Exercised during the year | Lapsed during the year | Balance at March 31, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Directors | 891,540 | – | – | (891,540) | – | | Other employees | 23,408,480 | – | – | (3,566,160) | 19,842,320 | | Consultants | 2,674,620 | – | – | (2,674,620) | – | | Total | 26,974,800 | – | – | (7,132,320) | 19,842,480 | Sufficiency of Public Float The Company confirms compliance with the GEM Listing Rules' minimum public float requirement of 25% - The Company complies with the minimum public float requirement of 25% under the GEM Listing Rules[124] Audit Committee The Company's Audit Committee, comprising three independent non-executive directors, reviewed the annual results and confirmed compliance with applicable standards and disclosure requirements - The Audit Committee comprises three independent non-executive directors, with Mr Wong Chi Kan as chairman[125] - The Committee reviewed the audited annual results for the year ended March 31, 2025, and confirmed compliance with applicable standards and disclosure requirements[126] Scope of Work of the Company's Auditor The preliminary announcement figures were agreed by the auditor, Zhubaoxinqin Certified Public Accountants Limited, but their work does not constitute an assurance engagement - The figures in the Group's preliminary annual results announcement have been agreed with the auditor, Zhubaoxinqin Certified Public Accountants Limited[127] - The auditor's work does not constitute an assurance engagement, thus no assurance is provided on the preliminary announcement[127] Publication of Information on the Stock Exchange Website This announcement and the annual report will be published on the Stock Exchange and Company websites and dispatched to shareholders in due course - This announcement will be published on the Stock Exchange website (www.hkex.com.hk) and the Company's website (www.todayir.com/en/showcases.php?code=8217)[128](index=128&type=chunk) - The annual report for the reporting period will be published on the Company's and Stock Exchange websites and dispatched to the Company's shareholders in due course[128]