上善黄金(01939) - 2025 - 年度业绩

Financial Summary and Consolidated Performance Overview Financial Summary The company's revenue increased by 7.3% to HKD 62,051 thousand in FY2025, with gross profit growing by 3.6% to HKD 48,484 thousand; loss before income tax and loss attributable to owners of the company significantly narrowed by 22.8% and 27.6% respectively, while loss per share decreased by 27.7% Key Financial Summary for FY2025 | Metric | 2025 (HKD '000) | 2024 (HKD '000) | Change | | :--- | :--- | :--- | :--- | | Revenue | 62,051 | 57,852 | 7.3% | | Gross Profit | 48,484 | 46,779 | 3.6% | | Loss Before Income Tax | (20,362) | (26,389) | -22.8% | | Loss Attributable to Owners of the Company | (19,461) | (26,890) | -27.6% | | Loss Per Share (HK cents) | (3.89) | (5.38) | -27.7% | | Net Loss Margin | (31.4%) | (46.5%) | | Consolidated Statement of Profit or Loss In FY2025, the company's revenue increased to HKD 62,051 thousand and gross profit to HKD 48,484 thousand; operating loss significantly narrowed to HKD 15,225 thousand, and loss for the year decreased to HKD 19,494 thousand, primarily due to increased net other income and reduced administrative expenses Key Data from Consolidated Statement of Profit or Loss | Metric | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Revenue | 62,051 | 57,852 | | Gross Profit | 48,484 | 46,779 | | Net Other Income or Loss | 5,262 | 7 | | Operating Loss | (15,225) | (25,913) | | Loss Before Income Tax | (20,362) | (26,389) | | Loss for the Year | (19,494) | (26,926) | | Loss Attributable to Owners of the Company | (19,461) | (26,890) | - Operating loss significantly narrowed from HKD 25,913 thousand in 2024 to HKD 15,225 thousand in 2025, with loss for the year also decreasing from HKD 26,926 thousand to HKD 19,494 thousand[5] Consolidated Statement of Comprehensive Income In FY2025, the company's total comprehensive loss for the year significantly decreased to HKD 19,711 thousand, a substantial improvement from HKD 33,509 thousand in 2024, mainly due to a sharp reduction in exchange differences on translation of foreign operations Key Data from Consolidated Statement of Comprehensive Income | Metric | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Loss for the Year | (19,494) | (26,926) | | Exchange Differences on Translation of Foreign Operations | (217) | (6,583) | | Total Comprehensive Loss for the Year | (19,711) | (33,509) | | Total Comprehensive Loss for the Year Attributable to Owners of the Company | (19,688) | (33,048) | - Exchange differences on translation of foreign operations significantly decreased from HKD 6,583 thousand in 2024 to HKD 217 thousand in 2025, being the primary reason for the improvement in comprehensive loss[6] Consolidated Statement of Financial Position As of March 31, 2025, the company's total assets slightly decreased to HKD 394,962 thousand, while current assets increased; cash and cash equivalents significantly grew, non-current assets including property, plant and equipment, right-of-use assets, and intangible assets all decreased, and total liabilities slightly increased, but non-current liabilities decreased Key Data from Consolidated Statement of Financial Position | Metric | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Assets | | | | Non-current Assets | 13,571 | 28,498 | | Current Assets | 381,391 | 368,139 | | Total Assets | 394,962 | 396,637 | | Cash and Cash Equivalents | 76,457 | 48,744 | | Equity | | | | Total Equity | 224,586 | 238,946 | | Liabilities | | | | Non-current Liabilities | 28,539 | 36,674 | | Current Liabilities | 141,837 | 121,017 | | Total Liabilities | 170,376 | 157,691 | - Cash and cash equivalents increased from HKD 48,744 thousand in 2024 to HKD 76,457 thousand in 2025, indicating enhanced liquidity[7] - Non-current assets, including property, plant and equipment, right-of-use assets, and intangible assets, all significantly decreased, reflecting adjustments in asset structure[7] Notes to the Consolidated Financial Statements 1 General Information The company is an investment holding company registered in Hong Kong, with its subsidiaries primarily engaged in art auction and related services and art sales in Hong Kong and Japan; at the end of the reporting period, Mr Ando Shokei was the ultimate controlling party, but post-reporting period, ESSA Financial Group Ltd became the parent company, and Mr Wong Sze Kwan became the ultimate controlling shareholder, executive director, and chairman - The company's principal activities are providing art auction and related services and art sales in Hong Kong and Japan[10] - Post-reporting period, the company's controlling ownership changed, with ESSA Financial Group Ltd becoming the parent company, and Mr Wong Sze Kwan appointed as the ultimate controlling shareholder, executive director, and chairman[9] 2 Basis of Preparation and Changes in Accounting Policies The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and generally accepted accounting principles in Hong Kong, adopting the going concern basis; new and revised HKFRSs applied for the first time this year had no significant impact on the financial position and performance 2.1 Basis of Preparation The financial statements are prepared on a historical cost basis, with certain financial instruments measured at fair value; fair value measurements are categorized into three levels based on the observability of input data - The consolidated financial statements are prepared on a going concern basis and historical cost basis, with certain financial instruments measured at fair value[14] - Fair value measurements are categorized into Level 1, Level 2, or Level 3, based on the observability and significance of input data[15] 2.2 Application of New and Revised Hong Kong Financial Reporting Standards Four revised Hong Kong Financial Reporting Standards mandatorily effective this year had no significant impact on the Group's financial position and performance; new standards issued but not yet effective are not expected to have a material impact in the foreseeable future - The revised Hong Kong Financial Reporting Standards applied for the first time this year had no significant impact on the Group's financial position and performance[16] - New and revised Hong Kong Financial Reporting Standards issued but not yet effective are not expected to have a material impact on the consolidated financial statements in the foreseeable future[17] 3 Segment Information The company identified two operating segments: art auction and related business operations and art sales; in FY2025, revenue from art auction and related businesses increased, and art sales revenue also slightly grew, with significant revenue growth in Hong Kong and a slight decrease in Japan Operating Segment Analysis In FY2025, revenue from art auction and related businesses was HKD 52,194 thousand, and art sales revenue was HKD 9,857 thousand, both showing growth compared to 2024 Operating Segment Revenue and Results | Segment | Revenue 2025 (HKD '000) | Revenue 2024 (HKD '000) | Segment Results 2025 (HKD '000) | Segment Results 2024 (HKD '000) | | :--- | :--- | :--- | :--- | :--- | | Art Auction and Related Business Operations | 52,194 | 48,671 | 47,136 | 44,496 | | Art Sales | 9,857 | 9,181 | 1,348 | 2,283 | | Total | 62,051 | 57,852 | 48,484 | 46,779 | Revenue and Non-current Assets by Geographical Area In FY2025, revenue from Hong Kong significantly increased by 41.2% to HKD 27,474 thousand, while revenue from Japan decreased by 9.9% to HKD 34,577 thousand; non-current assets are primarily located in Hong Kong and Japan, with a small portion in Taiwan Revenue by Geographical Area | Region | Revenue 2025 (HKD '000) | Revenue 2024 (HKD '000) | Change | | :--- | :--- | :--- | :--- | | Hong Kong | 27,474 | 19,459 | 41.2% | | Japan | 34,577 | 38,393 | -9.9% | | Total | 62,051 | 57,852 | 7.3% | Non-current Assets by Geographical Area (excluding deferred income tax assets) | Region | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Hong Kong | 2,837 | 12,765 | | Japan | 8,248 | 9,386 | | Taiwan | 575 | 5,010 | | Total | 11,660 | 27,161 | 4 Revenue Total revenue for FY2025 was HKD 62,051 thousand, comprising HKD 52,194 thousand from art auction and related businesses and HKD 9,857 thousand from art sales; all revenue is recognized at a point in time Revenue Composition | Revenue Category | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Art Auction and Related Business Revenue | 52,194 | 48,671 | | Art Sales | 9,857 | 9,181 | | Total | 62,051 | 57,852 | 5 Net Other Income or Loss Net other income for FY2025 was HKD 5,262 thousand, primarily from fair value gains on financial assets at fair value through profit or loss, with reduced exchange losses Composition of Net Other Income or Loss | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Exchange Loss | (200) | (1,643) | | Fair Value Gains on Financial Assets at Fair Value Through Profit or Loss | 5,462 | 1,650 | | Total | 5,262 | 7 | - Fair value gains on financial assets at fair value through profit or loss significantly increased from HKD 1,650 thousand in 2024 to HKD 5,462 thousand in 2025[23] 6 Other Income Other income for FY2025 was HKD 432 thousand, primarily comprising compensation received, forfeited bidding deposits, and penalties, a decrease from HKD 1,380 thousand in 2024, mainly due to reduced government grants Composition of Other Income | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Government Grants | — | 163 | | Compensation Received | 173 | 528 | | Others | 259 | 689 | | Total | 432 | 1,380 | - There was no government grant income in FY2025, compared to HKD 163 thousand in 2024, leading to a decrease in total other income[24][25] 7 Loss Before Income Tax Loss before income tax for FY2025 narrowed to HKD 20,362 thousand from HKD 26,389 thousand in 2024; key expenses included employee benefit expenses, depreciation, and impairment losses Key Deductions/Additions for Loss Before Income Tax | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Cost of Inventories Sold | 8,509 | 6,898 | | Employee Benefit Expenses | 23,985 | 29,815 | | Depreciation of Property, Plant and Equipment | 1,904 | 1,696 | | Depreciation of Right-of-Use Assets | 4,019 | 3,973 | | Impairment Loss on Non-financial Assets | 4,265 | — | | Provision for Expected Credit Losses on Trade Receivables | 1,693 | 6,778 | - Employee benefit expenses decreased from HKD 29,815 thousand in 2024 to HKD 23,985 thousand in 2025[24] - FY2025 saw new impairment losses on non-financial assets of HKD 4,265 thousand, including impairment of property, plant and equipment and right-of-use assets[24] 8 Net Finance Costs Net finance costs for FY2025 increased to HKD 1,062 thousand from HKD 819 thousand in 2024; finance income primarily came from bank deposit interest and interest on advances to consignors, while finance costs were mainly interest expenses on bank and other borrowings Finance Income and Costs | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Interest Income from Bank Deposits | 520 | 163 | | Interest Income from Advances to Consignors | 180 | 63 | | Interest Expense on Lease Liabilities | (345) | (254) | | Interest Expense on Bank and Other Borrowings | (1,417) | (752) | | Net Finance Costs | (1,062) | (819) | - Interest expense on bank and other borrowings increased from HKD 752 thousand in 2024 to HKD 1,417 thousand in 2025[26] 9 Income Tax (Credit)/Expense Income tax for FY2025 was a credit of HKD 868 thousand, compared to an expense of HKD 537 thousand in 2024, primarily due to over-provision in prior years in Japan and deferred income tax credit Composition of Income Tax (Credit)/Expense | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Total Current Income Tax | — | 342 | | (Over-provision)/Under-provision in Prior Years | (263) | 216 | | Deferred Income Tax | (605) | (21) | | Income Tax (Credit)/Expense | (868) | 537 | - FY2025 recorded an income tax credit of HKD 868 thousand, compared to an expense of HKD 537 thousand in 2024, mainly due to over-provision in prior years in Japan and deferred tax credit[27] (a) Hong Kong Profits Tax Hong Kong profits tax is calculated at 16.5%, and no provision for Hong Kong profits tax was made for either year as the Group did not generate assessable profits - Hong Kong profits tax rate is 16.5%, and no provision was made for 2025 and 2024 due to no assessable profits[28] (b) Japan Corporate Income Tax Japan corporate income tax is calculated at local prevailing rates; no provision was made for FY2025 due to no assessable profits, while the effective statutory income tax rate for 2024 was approximately 36.2% - Japan corporate income tax is calculated at local prevailing rates, and no provision was made for FY2025 due to no assessable profits[29] (c) Taiwan Income Tax Taiwan income tax is calculated at 20%, with provisions made for both years based on estimated assessable profits - Taiwan income tax rate is 20%, calculated based on estimated assessable profits[30] 10 Loss Per Share Basic loss per share for FY2025 was 3.89 HK cents, an improvement from 5.38 HK cents in 2024; diluted loss per share was the same as basic loss per share due to the anti-dilutive effect of share options (a) Basic Loss Per Share Basic loss per share is calculated by dividing the loss attributable to owners of the company by the weighted average number of ordinary shares outstanding Basic Loss Per Share Calculation | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company (HKD '000) | (19,461) | (26,890) | | Weighted Average Number of Ordinary Shares in Issue ('000 shares) | 500,000 | 500,000 | | Basic Loss Per Share (HK cents) | (3.89) | (5.38) | (b) Diluted Loss Per Share For FY2025 and FY2024, diluted loss per share was the same as basic loss per share due to the anti-dilutive effect of unexercised share options - The anti-dilutive effect of share options resulted in diluted loss per share being the same as basic loss per share[33] 11 Dividends The Board does not recommend the payment of any dividends for FY2025 and FY2024 - The Board does not recommend the payment of dividends for FY2025 and FY2024[34] 12 Trade and Other Receivables As of March 31, 2025, total trade and other receivables amounted to HKD 145,435 thousand, a decrease from 2024; net trade receivables decreased, and amounts due from buyers for auction and related businesses and advances to consignors also declined Composition of Trade and Other Receivables | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Net Trade Receivables | 5,263 | 7,417 | | Amounts Due from Buyers for Auction and Related Businesses | 71,351 | 83,835 | | Advances to Consignors | 59,031 | 63,021 | | Total Trade and Other Receivables | 145,435 | 158,160 | Ageing Analysis of Trade Receivables (before provision) | Ageing | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Within 30 days | 5,351 | 5,677 | | Over 1 year | 5,270 | 4,366 | | Total | 10,679 | 11,114 | - Advances to consignors decreased from HKD 63,021 thousand in 2024 to HKD 59,031 thousand in 2025, with some bearing interest at annual rates ranging from 0% to 12%[35][37] Management Discussion and Analysis Business Review Facing global economic uncertainties, the company aims to expand into contemporary art and jewelry, further develop the Taiwan market, meet customer needs, seize growth opportunities, and strengthen brand influence; during the reporting period, the company held 7 auctions in Hong Kong and Japan, successfully selling 2,152 lots with a success rate of 51.7% - The company plans to expand its business scope into contemporary art and jewelry, and further develop the Taiwan market[38] - During the reporting period, the company held 7 auctions in Hong Kong and Japan, offering 4,166 lots and successfully selling 2,152 lots, achieving a success rate of 51.7%[38] Key Auction Data | Metric | FY2025 | | :--- | :--- | | Number of Auctions | 7 | | Number of Lots Offered | 4,166 | | Number of Lots Sold | 2,152 | | Success Rate | 51.7% | | Total Hammer Price in Hong Kong | approx. HKD 92.0 million | | Total Hammer Price in Japan | approx. JPY 2,306.3 million | Financial Review In FY2025, the company's revenue grew by 7.25%, and gross profit by 3.63%, though overall gross margin slightly decreased; net other income significantly increased, and administrative expenses substantially reduced, leading to a narrowed loss attributable to owners of the company Revenue Revenue for FY2025 was approximately HKD 62.1 million, a 7.25% year-on-year increase, primarily driven by increased revenue from art auction and related businesses, especially growth in Hong Kong Revenue Composition and Growth | Revenue Category | 2025 (HKD million) | 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 62.1 | 57.9 | 7.25% | | Art Auction and Related Businesses | 52.2 | 48.7 | 7.2% | | Art Sales | 9.9 | 9.2 | 7.6% | - The increase in art auction and related business revenue was primarily attributable to business growth in Hong Kong[39] Gross Profit Gross profit for FY2025 increased to HKD 48.5 million, a 3.63% year-on-year growth; overall gross margin decreased from 80.8% to 78.1%, mainly due to lower gross margins in both art auction and related businesses and art sales Gross Profit and Gross Margin | Metric | 2025 (HKD million) | 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Gross Profit | 48.5 | 46.8 | 3.63% | | Overall Gross Margin | 78.1% | 80.8% | -2.7% | | Gross Margin for Art Auction and Related Businesses | 90.3% | 91.4% | -1.1% | | Gross Margin for Art Sales | 13.7% | 24.9% | -11.2% | Net Other Loss Net other income for FY2025 was HKD 5.3 million, primarily from fair value gains on financial assets at fair value through profit or loss, a significant increase from HKD 7 thousand in 2024 - Net other income significantly increased from HKD 7 thousand in 2024 to HKD 5.3 million in 2025, primarily due to fair value gains on financial assets at fair value through profit or loss[41] Other Income Other income for FY2025 was HKD 432 thousand, a decrease from HKD 1.4 million in 2024, mainly due to reduced government grants - Other income decreased from HKD 1.4 million in 2024 to HKD 432 thousand in 2025, primarily due to reduced government grants[42] Selling and Distribution Expenses Selling and distribution expenses for FY2025 were approximately HKD 23.6 million, a slight decrease from 2024, remaining stable Selling and Distribution Expenses | Metric | 2025 (HKD million) | 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 23.6 | 23.8 | -0.2 million HKD | Administrative Expenses Administrative expenses for FY2025 decreased by 8.3% to HKD 39.9 million, primarily due to a reduction in equity-settled share-based payments Administrative Expenses | Metric | 2025 (HKD million) | 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Administrative Expenses | 39.9 | 43.5 | -8.3% | - The decrease in administrative expenses was primarily attributable to a reduction in equity-settled share-based payments recognized during the reporting period[44] Net Finance Costs Net finance costs for FY2025 increased to HKD 1.1 million, primarily due to higher interest expenses on bank and other borrowings Net Finance Costs | Metric | 2025 (HKD million) | 2024 (HKD million) | | :--- | :--- | :--- | | Net Finance Costs | 1.1 | 0.819 | Income Tax Expense FY2025 recorded an income tax credit of approximately HKD 1.1 million, primarily comprising over-provision in prior years and deferred tax credit, contrasting with an income tax expense in 2024 - FY2025 income tax was a credit of HKD 868 thousand, compared to an expense of HKD 537 thousand in 2024, mainly due to over-provision in prior years and deferred tax credit[46] Loss Attributable to Owners of the Company Loss attributable to owners of the company for FY2025 narrowed to HKD 19.5 million, primarily benefiting from reduced share-based payments and increased fair value gains on financial assets, though partially offset by increased impairment losses Loss Attributable to Owners of the Company | Metric | 2025 (HKD million) | 2024 (HKD million) | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company | 19.5 | 26.9 | - The narrowed loss was primarily due to reduced equity-settled share-based payments and increased fair value gains on financial assets at fair value through profit or loss[47] - The narrowed loss was partially offset by increased impairment losses on investments accounted for using the equity method and impairment losses on non-financial assets[47] Advances to Consignors As of March 31, 2025, total outstanding advances to consignors amounted to HKD 59.0 million, granted to 28 consignors at annual interest rates ranging from 0% to 12%; these advances are secured by consigned artworks, crucial for attracting quality art suppliers and business development Overview of Advances to Consignors | Metric | As of March 31, 2025 (HKD million) | As of March 31, 2024 (HKD million) | | :--- | :--- | :--- | | Total Outstanding Principal | 59.0 | 63.0 | | Number of Consignors Granted | 28 | Not applicable | | Annual Interest Rate Range | 0% to 12% | 0% to 12% | - Advances to consignors are secured by consigned artworks, aiming to attract art suppliers with long-term relationships and good credit records[49] - As of March 31, 2025, outstanding advances to the largest consignor and the top five consignors accounted for 10.4% and 33.8% of the total, respectively[49] Financial Position and Liquidity As of March 31, 2025, the Group's current assets increased to HKD 381.4 million, and cash and cash equivalents to HKD 76.5 million; interest-bearing bank borrowings decreased to HKD 37.3 million, with HKD 14.5 million repayable within one year, placing the Group in a net cash position Key Financial Position and Liquidity Data | Metric | As of March 31, 2025 (HKD million) | As of March 31, 2024 (HKD million) | | :--- | :--- | :--- | | Current Assets | 381.4 | 368.1 | | Cash and Cash Equivalents | 76.5 | 48.7 | | Interest-bearing Bank Borrowings | 37.3 | 41.6 | | Borrowings Repayable Within One Year | 14.5 | 14.6 | - The Group is in a net cash position, indicating strong liquidity[53] Significant Events Affecting the Group Since March 31, 2025 Post-reporting period, there was a significant change in the company's controlling ownership, with Mr Ando Shokei selling approximately 74.99% of the issued share capital to ESSA Financial Group Ltd and other buyers for a total consideration of HKD 164,985,602.32 - On April 25, 2025, the former controlling shareholder, Mr Ando Shokei, sold approximately 74.99% of the company's issued share capital to ESSA Financial Group Ltd and other buyers[54] - The total consideration for the shares sold was HKD 164,985,602.32, at HKD 0.44 per share[54] Proposed Final Dividend The Board does not recommend the payment of any final dividend for FY2025 and FY2024 - The Board does not recommend the payment of final dividends for FY2025 and FY2024[55] Capital Commitments As of March 31, 2025, the Group had no significant capital commitments, nor any major investment or capital asset plans - The Group had no significant capital commitments or major investment plans as of March 31, 2025[56] Contingent Liabilities and Guarantees As of March 31, 2025, the Group had not provided any guarantees to third parties and had no significant contingent liabilities - The Group had no third-party guarantees or significant contingent liabilities as of March 31, 2025[57] Significant Investments, Material Acquisitions and Disposals of Subsidiaries and Associates During the reporting period, the Group held no significant investments and did not undertake any material acquisitions or disposals of subsidiaries or associates - During the reporting period, the Group did not undertake any significant investments, material acquisitions, or disposals of subsidiaries or associates[58] Treasury Policy The Group adopts a prudent treasury and funding policy, emphasizing risk control, with funds primarily held as short-to-medium term bank deposits for working capital purposes - The Group adopts a prudent treasury policy, with funds primarily denominated in Japanese Yen and Hong Kong Dollars, held as short-to-medium term bank deposits[59] Capital Structure and Foreign Exchange Risk The Group's operations are primarily funded by operations, borrowings, and proceeds from listing; borrowings and cash are mainly denominated in Hong Kong Dollars and Japanese Yen, all borrowings are floating-rate and secured by bank deposits, and the Group faces exchange rate risk, which will be closely monitored and hedged as appropriate - The Group's borrowings, cash, revenue, and costs are primarily denominated in Hong Kong Dollars and Japanese Yen, exposing it to exchange rate risk[60] - All borrowings are floating-rate and secured by bank deposits of approximately HKD 4.0 million[60] Pledge of Assets As of March 31, 2025, the Group had bank deposits of HKD 4.0 million pledged to banks to secure general banking facilities, with no other assets pledged Pledge of Assets | Pledged Assets | As of March 31, 2025 (HKD million) | As of March 31, 2024 (HKD million) | | :--- | :--- | :--- | | Bank Deposits | 4.0 | 4.0 | - The pledged bank deposits are used to secure the Group's general banking facilities[61] Employees and Remuneration Policy As of March 31, 2025, the Group had 33 full-time employees across Japan, Hong Kong, Taiwan, and China; the company regularly reviews its remuneration and benefits policy, offering additional benefits like mandatory provident funds and share options to retain talent Employee Distribution | Region | Number of Employees | | :--- | :--- | | Japan | 21 | | Hong Kong | 9 | | Taiwan | 2 | | China | 1 | | Total | 33 | - The company provides benefits such as mandatory provident funds and share options to retain loyal employees and build a professional team[63] Share Option Scheme As of March 31, 2025, 48,000,000 share options remained unexercised under the 2018 Share Option Scheme, with an exercise price of HKD 0.80; post-reporting period, all share options were surrendered for cancellation on June 20, 2025 Overview of Share Option Scheme (as of March 31, 2025) | Option Holder | Date of Grant | Exercise Period | Exercise Price Per Share (HKD) | Number of Unexercised Options | | :--- | :--- | :--- | :--- | :--- | | Executive Director (Kwok Man Hoi) | April 24, 2023 | April 24, 2024 to April 23, 2029 | 0.80 | 5,000,000 | | Employees | April 24, 2023 | April 24, 2024 to April 23, 2029 | 0.80 | 43,000,000 | | Total | | | | 48,000,000 | - Post-reporting period, all 48,000,000 share options were surrendered for cancellation on June 20, 2025[66] Use of Net Proceeds from Global Offering The company received net proceeds of approximately HKD 110.0 million from its 2018 Global Offering, which were fully utilized as of March 31, 2025; funds were primarily used to strengthen and expand existing auction businesses, marketing, talent acquisition, ERP system development, and online trading platform development Use of Net Proceeds from Global Offering | Intended Use | Amount Disclosed in Prospectus (HKD million) | Re-allocated Amount (HKD million) | Amount Utilized as of March 31, 2025 (HKD million) | | :--- | :--- | :--- | :--- | | Strengthening and Expanding Existing Auction Businesses | 62.7 | (22.8) | (39.9) | | Strengthening Marketing and Promotional Activities | 22.0 | — | (22.0) | | Recruiting High-Caliber Management Talent and Experts | 8.8 | — | (8.8) | | Developing the Group's ERP System | 5.5 | (4.5) | (1.0) | | Replenishing Working Capital and General Corporate Purposes | 11.0 | — | (11.0) | | Developing Art Business for Online Trading and Information Platform | — | 27.3 | (27.3) | | Total | 110.0 | — | (110.0) | - As of March 31, 2025, the net proceeds of HKD 110.0 million from the Global Offering were fully utilized[68] Prospects and Future Plans Facing global economic uncertainties, the company plans to diversify into contemporary art and jewelry, accelerate online system and auction platform development, and explore entry into the Greater Bay Area market; new Executive Director Mr Wong Sze Kwan will leverage his background and network to drive continuous business development and seek synergistic opportunities - The company plans to expand its business scope into contemporary art and jewelry, and accelerate the development of online systems and auction platforms[69] - The Group is exploring the possibility of entering the Greater Bay Area market for auction and related services in the future, and seeking synergistic business opportunities related to the background of the new Executive Director, Mr Wong Sze Kwan[70] Compliance with Laws and Regulations For the year ended March 31, 2025, the company found no instances of non-compliance with relevant laws and regulations that had a material impact on the Group - The company found no material non-compliance with laws and regulations during the reporting period[71] Corporate Governance The company has adopted and complied with the Corporate Governance Code set out in Appendix 14 of the Listing Rules - The company has adopted and complied with the Corporate Governance Code set out in Appendix 14 of the Listing Rules[72] Standard Code for Securities Transactions by Directors The company has adopted a code of conduct no less exacting than the Standard Code set out in Appendix 10 of the Listing Rules, and all directors have confirmed compliance with it during the reporting period - All directors have confirmed compliance with the company's adopted code of conduct for securities transactions by directors during the reporting period[73] Repurchase, Sale or Redemption of the Company's Listed Securities During the reporting period, neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's listed securities - During the reporting period, neither the company nor its subsidiaries engaged in any repurchase, sale, or redemption of listed securities[74] Audit Committee The Audit Committee has been established in accordance with the Listing Rules and has reviewed the Group's accounting principles, internal controls, and annual results - The Audit Committee has reviewed the Group's accounting principles, internal controls, and the annual results for the reporting period[75] Scope of Work of the Auditor The Group's auditor, National Alliance CPA Limited, has agreed the financial figures in this announcement with the consolidated financial statements, but their work does not constitute an assurance engagement - The auditor has agreed the financial figures in this announcement with the consolidated financial statements, but has not performed an assurance engagement[76] Disclosure under Section 436 of the Hong Kong Companies Ordinance The FY2025 financial statements have not yet been reported on by the auditor and will be delivered to the Registrar of Companies in due course; the FY2024 financial statements were delivered and received an unqualified auditor's report - The FY2025 financial statements have not yet been reported on by the auditor, while the FY2024 financial statements received an unqualified auditor's report[77] Publication of Annual Results Announcement and Annual Report This final results announcement has been published on the Stock Exchange and the company's website, and the annual report will be dispatched to shareholders and published on the website in due course - The annual results announcement has been published on the Stock Exchange and the company's website, and the annual report will be released in due course[78] Other Information Acknowledgement The Board expresses gratitude for the efforts and contributions of all staff and is committed to maximizing returns for shareholders - The Board thanks all staff for their efforts and contributions, and is committed to delivering maximum returns to shareholders[79] By Order of the Board The announcement is issued by Mr Wong Sze Kwan, Chairman, on behalf of the Board, and lists the executive, non-executive, and independent non-executive directors as of the announcement date - The announcement is issued by Mr Wong Sze Kwan, Chairman, on behalf of the Board[80] - The announcement lists the Board members as of the announcement date, including executive, non-executive, and independent non-executive directors[81]