民信国际控股(08456) - 2025 - 年度业绩

Company Information and Disclaimer Company Overview and GEM Features Mansion International Holdings Limited is a Cayman Islands-registered company listed on GEM, a platform for SMEs with higher investment risks and market volatility - Company name: Mansion International Holdings Limited, stock code: 8456[2] - Company registered in the Cayman Islands, shares listed on GEM of the Hong Kong Stock Exchange[2] - GEM market provides a listing platform for small and medium-sized companies, with higher investment risks, securities may be subject to significant market volatility, and high liquidity is not guaranteed[2] Directors' Responsibility Statement Directors jointly and severally assume full responsibility for this announcement, confirming its accuracy, completeness, and absence of misleading or fraudulent elements - The company's directors jointly and severally assume full responsibility for this announcement[3] - Directors confirm that the information in the announcement is accurate, complete, free from misleading or fraudulent elements in all material respects, and without omissions that could lead to misrepresentation[3] Annual Performance Highlights Group revenue decreased by 26.5% to HK$51.4 million, and comprehensive loss attributable to owners increased by 4.1% to HK$4.9 million Key Financial Highlights for FY2025 (HK$ thousands) | Metric | 2025 | 2024 | Change (HK$) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 51,360 | 69,849 | (18,489) | -26.5% | | Total comprehensive loss attributable to owners for the year | (4,874) | (4,684) | (190) | 4.1% | - The Board does not recommend the payment of any dividend for the years ended March 31, 2025 and 2024[5] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For FY2025, Group revenue decreased by 26.5% to HK$51.36 million, gross profit fell 43.7%, and total comprehensive loss attributable to owners increased to HK$4.87 million Consolidated Statement of Profit or Loss and Other Comprehensive Income (HK$ thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 51,360 | 69,849 | | Cost of sales | (43,208) | (55,364) | | Gross profit | 8,152 | 14,485 | | Other income | 104 | 155 | | Other gains and losses, net | – | 144 | | Impairment loss on trade receivables | (156) | (311) | | Selling and distribution costs | (5,409) | (7,285) | | Administrative expenses | (6,969) | (11,244) | | Operating loss | (4,056) | (4,278) | | Finance costs | (556) | (509) | | Loss before tax | (4,565) | (4,834) | | Income tax expense | (40) | (119) | | Total comprehensive loss attributable to owners for the year | (4,684) | (4,874) | | Loss per share (HK$) | (0.18) | (0.18) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's net current liabilities were HK$1.67 million, with total non-current assets at HK$2.59 million, and net assets significantly decreased to HK$0.89 million Consolidated Statement of Financial Position (HK$ thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 1,760 | 2,879 | | Right-of-use assets | 827 | – | | Total non-current assets | 2,587 | 2,879 | | Current assets | | | | Inventories | 482 | 878 | | Trade receivables | 32,773 | 38,847 | | Deposits, prepayments and other receivables | 482 | 1,402 | | Cash and bank balances | 322 | 4,370 | | Total current assets | 34,059 | 45,497 | | Current liabilities | | | | Trade payables | 12,836 | 20,170 | | Accruals and other payables | 10,278 | 10,432 | | Amount due to a director of a subsidiary | – | 163 | | Other borrowings | 11,637 | 11,727 | | Lease liabilities | 819 | – | | Tax payable | 159 | 119 | | Total current liabilities | 35,729 | 42,611 | | Net current (liabilities) / assets | (1,670) | 2,886 | | Total assets less current liabilities | 917 | 5,765 | | Non-current liabilities | | | | Lease liabilities | 26 | – | | Net assets | 891 | 5,765 | | Total equity | 891 | 5,765 | Notes to the Consolidated Financial Statements This section details the basis of preparation, accounting policies, segment information, and financial item changes, noting significant going concern uncertainties General Information - The Company is an investment holding company, and its subsidiaries are principally engaged in the sale of infant and children's apparel[8] Basis of Preparation and Going Concern - The Group incurred a net loss of approximately HK$4.874 million for the year ended March 31, 2025, with net current liabilities of approximately HK$1.67 million, other borrowings of approximately HK$11.637 million, and cash and bank balances of only approximately HK$0.322 million, indicating significant uncertainty about its ability to continue as a going concern[11] - To address going concern risks, the Board has taken measures, including lenders agreeing to defer loan repayments, considering fundraising activities (such as rights issue), and strengthening cost control to improve operating efficiency and cash flow[12][13][15] Adoption of New and Revised HKFRSs - The Group has initially applied several new and revised Hong Kong Financial Reporting Standards for annual periods beginning on or after April 1, 2024, including HKAS 1 (Amendment) regarding classification of liabilities and non-current liabilities with covenants[14] - The adoption of HKAS 1 (Amendment) resulted in a change in accounting policy for the classification of borrowings but did not lead to a reclassification of the Group's borrowings, nor were retrospective adjustments made[16][17] - HKFRS 18 "Presentation and Disclosure in Financial Statements" will replace HKAS 1, introducing significant changes to the statement of profit or loss structure, disclosure of management-defined performance measures, and requirements for aggregated classification information, expected to impact the presentation of financial statements[20][21] Segment Information - The Group has only one operating segment, the sale of infant and children's apparel, covering "Mides" brand, third-party brand peripheral product sales (through self-operated retail stores and department store counters in Hong Kong), and wholesale business in the UK and China (including Hong Kong and Macau)[22][23] Revenue by Customer Location (HK$ thousands) | Region | 2025 | 2024 | | :--- | :--- | :--- | | China (including Hong Kong and Macau) | 51,360 | 67,723 | | United Kingdom | – | 2,126 | | Total | 51,360 | 69,849 | - In 2025, all of the Group's non-current assets were located in Hong Kong[24] Revenue Revenue Analysis (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Sale of infant and children's apparel | 51,360 | 69,849 | - Revenue represents the total net amounts received and receivable during the year, primarily from the sale of infant and children's apparel, recognized at a point in time[26] Other Income Other Income (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Bank interest income | – | 1 | | Miscellaneous income | 104 | 154 | | Total | 104 | 155 | Other Gains and Losses, Net Other Gains and Losses, Net (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Reversal of provision for reinstatement costs | – | 164 | | Write-off of property, plant and equipment | – | (20) | | Total | – | 144 | Finance Costs Finance Costs (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Interest on loan from a director of a subsidiary | – | 5 | | Interest on other borrowings | 502 | 503 | | Interest on lease liabilities | 54 | 1 | | Total | 556 | 509 | Loss Before Tax Components of Loss Before Tax (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Directors' emoluments | 510 | 516 | | Employee benefit expenses (excluding directors' emoluments) | 2,529 | 5,325 | | Contributions to retirement benefit schemes | 118 | 288 | | Total staff costs | 3,157 | 6,129 | | Auditor's remuneration - audit services | 550 | 550 | | Auditor's remuneration - non-audit services | 60 | – | | Cost of inventories recognized as expense | 43,208 | 55,364 | | Depreciation of property, plant and equipment | 1,119 | 1,153 | | Depreciation of right-of-use assets | 778 | 155 | | Expenses relating to short-term leases | – | 298 | | Variable lease payments | 1,022 | 1,992 | | Impairment loss on trade receivables | 156 | 311 | Income Tax Expense Income Tax Expense (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Current tax - provision for the year | 68 | 119 | | Current tax - over-provision in prior years | (28) | – | | Total | 40 | 119 | - Hong Kong profits tax is subject to a two-tiered tax rate system, with the first HK$2 million of assessable profits taxed at 8.25% and the remainder at 16.5%[29] Loss Per Share Calculation of Basic Loss Per Share (HK$ thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company for basic loss per share | (4,874) | (4,684) | | Number of ordinary shares for basic loss per share | 26,440,590 | 26,440,590 | - As there were no outstanding potential ordinary shares during the reporting year, basic loss per share is the same as diluted loss per share, both at HK$0.18[6][31] - For the purpose of calculating loss per share, the share consolidation effective on March 7, 2025, is deemed to have been effective throughout the period from April 1, 2023, to March 31, 2025[31] Trade Receivables Net Trade Receivables (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Trade receivables | 33,913 | 39,831 | | Less: Provision for credit losses | (1,140) | (984) | | Net trade receivables | 32,773 | 38,847 | - The Group's principal transactions with wholesale customers are on credit, with credit terms generally ranging from 30 to 90 days, and strict control is maintained over outstanding receivables[32] Ageing Analysis of Trade Receivables (HK$ thousands) | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | Within 30 days | 9,046 | 8,832 | | 31 to 120 days | 13,093 | 20,899 | | 121 days to one year | 11,604 | 10,100 | | Over one year | 170 | – | | Total | 33,913 | 39,831 | Trade Payables Trade Payables (HK$ thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Trade payables | 12,836 | 20,170 | - The average credit period for trade payables is 30 days[34] Ageing Analysis of Trade Payables (HK$ thousands) | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | Within 30 days | 8,665 | 6,420 | | 31 days to one year | 4,000 | 13,098 | | Over one year | 171 | 652 | | Total | 12,836 | 20,170 | Accruals and Other Payables Accruals and Other Payables (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Other payables | 1,069 | 1,078 | | Accrued expenses | 9,209 | 9,354 | | Total | 10,278 | 10,432 | - All accruals and other payables are denominated in HK$[35] Other Borrowings - As of March 31, 2025, the Group had two unsecured, on-demand borrowings from former directors, totaling approximately HK$11.637 million, with annual interest rates of 4% and 5% respectively[36] - All other borrowings are denominated in HK$[37] Share Capital Changes in Share Capital (HK$ thousands) | Category | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Authorized ordinary shares (par value HK$0.2) | – | 100,000,000 | | Authorized ordinary shares after share consolidation (par value HK$1.6) | 100,000,000 | – | | Issued and fully paid ordinary shares (par value HK$0.2) | – | 42,304,944 | | Issued and fully paid ordinary shares after share consolidation (par value HK$1.6) | 42,304,944 | – | | Number of issued shares (shares) | 26,440,590 | 211,524,720 | - On March 5, 2025, the Company resolved at an EGM to consolidate every eight existing shares of HK$0.2 par value into one consolidated share of HK$1.6 par value, effective March 7, 2025[38] Dividends - No dividends were declared or paid for the years ended March 31, 2025 and 2024[40] Independent Auditor's Report Excerpt The auditor confirmed the consolidated financial statements fairly reflect the Group's financial position and performance, highlighting significant going concern uncertainties without modifying their opinion - The auditor believes the consolidated financial statements truly and fairly reflect the Group's financial position, performance, and cash flows in accordance with HKFRSs, and are properly prepared in compliance with the Hong Kong Companies Ordinance[41] - The auditor draws attention to significant uncertainty regarding going concern, as the Group incurred a net loss, net current liabilities, high other borrowings, and low cash balances in FY2025, raising substantial doubt about its ability to continue as a going concern, but the auditor's opinion is not modified in respect of this matter[42] Management Discussion and Analysis Business Review The Group's infant and children's apparel sales faced significant challenges from a weak Hong Kong economy and changing consumer behavior, resulting in a HK$18.5 million revenue decrease, with strategic measures expected to improve performance - The Group is principally engaged in the sale of infant and children's apparel[43] - The weak Hong Kong economy, low consumer sentiment, cross-border consumption, and changing consumption patterns posed significant challenges to the retail market, leading to a revenue decrease of approximately HK$18.5 million for the year[43] - The Group has implemented strategic measures such as product innovation and streamlined operations, expecting improved business performance[43] Financial Review Group revenue decreased by 26.5% to HK$51.4 million, gross profit fell 43.7% to HK$8.2 million, and gross profit margin declined to 15.9%, with loss before tax increasing 5.9% to HK$4.8 million Revenue Revenue (HK$ millions) | Year | Amount | YoY Change (%) | | :--- | :--- | :--- | | Current Year (2025) | 51.4 | -26.5% | | Corresponding Year (2024) | 69.8 | | - The decrease in revenue was primarily due to a decline in consumer purchasing sentiment[44] Cost of Sales, Gross Profit and Gross Profit Margin Cost of Sales, Gross Profit and Gross Profit Margin (HK$ millions) | Metric | Current Year (2025) | Corresponding Year (2024) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Cost of sales | 43.2 | 55.4 | -22.0% | | Gross profit | 8.2 | 14.5 | -43.7% | | Gross profit margin | 15.9% | 20.8% | -4.9 percentage points | - The decrease in gross profit was due to reduced revenue and a lower gross profit margin[45] Expenses Key Expenses (HK$ millions) | Metric | Current Year (2025) | Corresponding Year (2024) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Selling and distribution costs | 5.4 | 7.3 | -25.8% | | Administrative and other expenses | 7.0 | 11.2 | -38.0% | - The reduction in expenses was mainly attributable to the Group's efforts to control operating costs to improve operational performance[46] Finance Costs Finance Costs (HK$ thousands) | Year | Amount | YoY Change (%) | | :--- | :--- | :--- | | Current Year (2025) | 556 | 9.2% | | Corresponding Year (2024) | 509 | | - The increase in finance costs was due to higher interest on lease liabilities during the year[47] Loss Before Tax Loss Before Tax (HK$ millions) | Year | Amount | YoY Change (%) | | :--- | :--- | :--- | | Current Year (2025) | 4.8 | 5.9% | | Corresponding Year (2024) | 4.6 | | - The increase in loss before tax was primarily due to a decrease in gross profit of approximately HK$6.3 million, partially offset by a reduction in selling and distribution costs and administrative expenses of approximately HK$6.2 million[48] Dividends - The Board has resolved not to declare any dividend for the current year (2024: nil)[49] Outlook The Group anticipates continued pressure from global economic uncertainties, focusing on operational efficiency, cost control, online channel development, and exploring diversification opportunities - Business is expected to remain under pressure in the coming year, with a challenging economic outlook in the short term[50] - The Group will review its existing asset structure and business strategies, potentially making adjustments to integrate resources and respond flexibly to uncertainties[50] - The Group will strictly implement cost control policies and gradually develop online and social media distribution channels to drive future growth[50] - The Group will actively explore investment opportunities to diversify its business and strive to promote overall business development for better shareholder returns[50] Liquidity, Financial Resources and Capital Structure As of March 31, 2025, cash and bank balances significantly decreased to HK$0.3 million, while the gearing ratio surged to 14.0, indicating increased financial leverage Key Liquidity and Capital Structure Metrics (HK$ millions) | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and bank balances | 0.3 | 4.4 | | Other borrowings | 11.6 | 11.7 | | Current ratio | 1.0 | 1.1 | | Gearing ratio | 14.0 | 2.1 | | Share capital | 42.3 | 42.3 | | Equity attributable to owners of the Company | 0.9 | 5.8 | - The Group's funding sources primarily consist of cash generated from operations[51] - Other borrowings are unsecured, repayable on demand, denominated in HK$, and bear interest at annual rates of 4% to 5%[51] Capital Commitments As of March 31, 2025, the Group had no significant capital commitments - As of March 31, 2025, the Group had no significant capital commitments (March 31, 2024: nil)[53] Pledge of Group's Assets As of March 31, 2025, the Group had no pledged assets - As of March 31, 2025, the Group had no pledged assets (March 31, 2024: nil)[54] Acquisitions and Disposals During the current year, the Group had no acquisitions or disposals of subsidiaries, associates, or joint ventures - During the current year, the Group had no acquisitions or disposals of subsidiaries, associates, or joint ventures[55] Share Option Scheme Purpose The Share Option Scheme aims to grant options to selected participants as an incentive or reward for their contributions to the Group - The purpose of the Share Option Scheme is to incentivize or reward selected participants for their contributions to the Group[57] Eligible Participants Eligible participants include directors (including independent non-executive directors) and employees of any member company of the Group - Eligible participants include directors (including independent non-executive directors) and employees of any member company of the Group[58] Total Number of Shares Available for Issue The total number of shares available for issue under the scheme shall not exceed 10% of issued shares as of April 28, 2023, with 2,644,059 shares currently available - The total number of shares available for issue shall not exceed 10% of the total issued shares as of April 28, 2023[59] - As of the date of this announcement, the total number of options available for issue is 2,644,059 shares, representing approximately 10.0% of the total issued shares[69] Maximum Entitlement of Each Participant The total shares issued to any participant upon option exercise in any 12-month period shall not exceed 1% of issued shares, with specific limits for major shareholders requiring approval - The total number of shares issued to any participant upon exercise of options or awards in any 12-month period shall not exceed 1% of the then-issued shares[60] - Granting options exceeding 0.1% of issued shares or with a total value exceeding HK$5 million to a major shareholder or independent non-executive director and their associates requires shareholder approval[61] Option Scheme Period The Share Option Scheme is effective for 10 years from its adoption on December 28, 2017, until December 27, 2027 - The Share Option Scheme is effective for 10 years from its adoption on December 28, 2017, until December 27, 2027[62] Time for Acceptance of Offer Participants may accept the offer of options within 21 days from the date of the offer - Participants may accept the offer of options within 21 days from the date of the offer[63] Minimum Period for which an Option Must be Held The vesting period for options shall not be less than 12 months, though shorter periods may apply under specific performance-based, accelerated, or extended vesting/holding conditions - The vesting period for options shall not be less than 12 months[64] - Shorter vesting periods may apply under specific circumstances, such as performance-based vesting conditions, mixed or accelerated vesting schedules, or where the total vesting and holding period exceeds 12 months[65] Consideration for Options A nominal consideration of HK$1 shall be paid upon acceptance of the granted options - A nominal consideration of HK$1 shall be paid upon acceptance of the granted options[64] Subscription Price of Shares The subscription price shall be determined by the directors, not less than the highest of the closing price on the offer date, the average closing price for the five preceding business days, and the par value per share - The subscription price shall not be less than the highest of the closing price on the offer date, the average closing price for the five business days immediately preceding the offer date, and the par value per share[66] Transferability Options are personal to the grantee and non-transferable, except for estate and/or tax planning purposes to family member beneficiaries with Stock Exchange exemption - Options are personal to the grantee and shall not be transferable or assignable[67] - With a waiver from the Stock Exchange, grantees may transfer options for estate and/or tax planning purposes to an entity whose beneficiaries are their family members[67] Termination of Share Option Scheme The Company may terminate the scheme by shareholder resolution, but unexercised options granted before termination remain valid; no options were granted, exercised, cancelled, or lapsed this year, and none are outstanding - The Company may terminate the Share Option Scheme at any time by a resolution of shareholders, but unexercised options granted before termination remain valid[68] - No options were granted, exercised, cancelled, or lapsed during the current year[68] - As of the date of this announcement, the Company has no outstanding share options, warrants, derivatives, or convertible securities that are convertible into or exchangeable for shares[68] Other Important Information Post-Reporting Period Events As of the announcement date, the Group had no significant post-reporting period events requiring disclosure after the year ended March 31, 2025 - The Group had no significant events after the year ended March 31, 2025[70] - As of the date of this announcement, the Group had no significant post-reporting period events requiring disclosure[84] Foreign Exchange Risk The Group's operations are primarily in Hong Kong, with transactions and monetary assets/liabilities denominated in HKD and USD, and no significant foreign exchange or derivative risks as of March 31, 2025 - The Group's business operations are conducted in Hong Kong, with transactions, monetary assets, and liabilities denominated in HKD and USD[71] - As of March 31, 2025, the Group had no significant risks from foreign exchange contracts, interest, currency swaps, or other financial derivatives[71] Contingent Liabilities As of March 31, 2025, the Group had no significant contingent liabilities - As of March 31, 2025, the Group had no significant contingent liabilities (March 31, 2024: nil)[72] Capital Reorganisation and Rights Issue The Board proposed a capital reorganisation and rights issue to raise approximately HK$30.7 million, approved by shareholders on March 5, 2025, with proceeds allocated for debt repayment, rent, staff salaries, and working capital - The Board proposed a capital reorganisation (including share consolidation, capital reduction, and subdivision) and a rights issue to raise a total of approximately HK$30.7 million[73] - The capital reorganisation and rights issue were approved by shareholders on March 5, 2025, with the share consolidation effective March 7, 2025, but the capital reduction, subdivision, and rights issue are yet to be completed[74] - The net proceeds from the rights issue will be used to repay other borrowings, pay rent and management fees for existing lease commitments, pay staff salaries, and for working capital of existing businesses[74] Future Plans The Group will continue to enhance operational efficiency, implement cost control measures, and actively optimize existing resources to strengthen its core competitiveness - The Group will continue to enhance operational efficiency and implement cost control measures[75] - The Group will actively optimize existing resources to strengthen its core competitiveness[75] Employees and Remuneration Policy As of March 31, 2025, the Group employed approximately 11 staff in Hong Kong, offering competitive remuneration, MPF, medical insurance, statutory holidays, performance bonuses, and training Number of Employees | Year | Number of Employees (Hong Kong) | | :--- | :--- | | March 31, 2025 | 11 | | March 31, 2024 | 34 | - The Group offers competitive remuneration, including salaries, allowances, and performance bonuses, treating employees fairly based on qualifications, experience, duties, and performance[76][77] - Employees enjoy Mandatory Provident Fund schemes, medical insurance, and statutory holidays, with opportunities for rewards through the Share Option Scheme and internal training[77] Retirement Benefit Scheme The Group participates in the MPF Scheme in Hong Kong, with employer and employee contributions at statutory rates; employer contributions for FY2025 were HK$118,000, a decrease from HK$288,000 in FY2024 - The Group participates in the Mandatory Provident Fund Scheme in accordance with the Mandatory Provident Fund Schemes Ordinance in Hong Kong[78] Employer's Defined Contributions (HK$ thousands) | Fiscal Year | Amount | | :--- | :--- | | 2025 | 118 | | 2024 | 288 | Stakeholder Engagement The Group regularly engages with stakeholders to gather feedback, understand their needs, and determine the best ways to contribute resources and expertise to future business and community development - The Group regularly listens to and understands stakeholders' opinions to obtain valuable feedback, understand their needs, and assess the best ways to utilize resources and expertise to contribute to future business and community development[79] Competing Interests During FY2025 and up to the announcement date, no directors, controlling shareholders, or their associates held interests in any business directly or indirectly competing with the Group's business - During FY2025 and up to the date of this announcement, no directors or controlling shareholders or their respective close associates held interests in any business, other than the Group's business, that directly or indirectly competes or may compete with the Group's business[80] Purchase, Sale or Redemption of the Company's Listed Securities During FY2025, the Company did not redeem any of its listed securities, nor did the Company or any of its subsidiaries purchase or sell such securities - During FY2025, the Company did not redeem any of its listed securities, nor did the Company or any of its subsidiaries purchase or sell such securities[81] Compliance with Corporate Governance Code The Company has complied with all code provisions of the Corporate Governance Code in Appendix C1 Part 2 of the GEM Listing Rules, recognizing the importance of good corporate governance for effective accountability - The Company has complied with all code provisions contained in the Corporate Governance Code in Appendix C1 Part 2 of the GEM Listing Rules[82] - The directors recognize the importance of good corporate governance for management and internal procedures to achieve effective accountability[82] Sufficiency of Public Float As of the announcement date, the Company maintained a sufficient public float of not less than 25% of its issued shares, complying with GEM Listing Rules - As of the date of this announcement, the Company's issued shares maintained a sufficient public float of not less than 25%, complying with the requirements of the GEM Listing Rules[83] Directors' Securities Transaction Standard The Company adopted GEM Listing Rules 5.48 to 5.67 as the code for directors' securities dealings; all directors complied with the required standards in FY2025, with no non-compliance found - The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for directors' dealings in the Company's securities[85] - Upon inquiry by the Company, all directors complied with the required standards for dealings during FY2025, and no non-compliance was found by the Company[85] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviews and oversees the Group's financial reporting and internal control systems, confirming compliance with accounting standards and legal requirements - The Company has established an Audit Committee, whose terms of reference comply with the GEM Listing Rules and the Corporate Governance Code[86] - The Audit Committee comprises three independent non-executive directors, with primary responsibilities to review and supervise the Group's financial reporting process and internal control systems[86] - The Committee has reviewed the annual consolidated financial statements and believes they comply with applicable accounting standards, GEM Listing Rules, and other legal requirements, with adequate disclosures made[86] Financial Information Confirmation The financial information in this announcement, extracted from the Group's annual consolidated financial statements, has been reviewed by the Audit Committee, approved by the Board, and reconciled with the consolidated financial statements - The financial information contained in this announcement is extracted from the Group's annual consolidated financial statements, reviewed by the Audit Committee, approved by the Board, and reconciled with the amounts in the consolidated financial statements[87] Scope of Work of Evergreen (Hong Kong) CPA Limited The Group's auditor, Evergreen (Hong Kong) CPA Limited, compared the financial figures in the preliminary announcement with the draft consolidated financial statements, confirming consistency, but this work does not constitute an assurance engagement - The Group's auditor has compared the financial figures in the preliminary announcement with the amounts in the draft consolidated financial statements for the current year and found them to be consistent[88] - The work performed by the auditor does not constitute an assurance engagement, and therefore, the auditor will not express an opinion or assurance conclusion on the preliminary announcement[88]