Company Basic Information Company Overview China Intelligent Technology Co., Ltd. (Stock Code: 00464) is an investment holding company incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange, primarily engaged in designing, manufacturing, and selling electronic hair care products and providing IT system platform development services in China, with Zhongyun Capital Limited as its direct controlling company and Luckever Holdings Limited as the ultimate controlling company - The company is incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange6 - Main businesses include (i) designing, manufacturing, and selling electronic hair care products; and (ii) providing information technology system platform development services in China6 - Zhongyun Capital Limited is the direct controlling company, and Luckever Holdings Limited is the ultimate controlling company7 Going Concern Basis The Group recorded a loss attributable to company owners of approximately HKD 49.7 million, net current liabilities of HKD 3.6 million, net liabilities of HKD 5.4 million, and net cash outflow from operations of HKD 18.7 million for the year ended March 31, 2025, indicating significant uncertainty regarding its ability to continue as a going concern 2025 Fiscal Year Going Concern Risk Indicators | Indicator | Amount (HKD thousands) | | :--- | :--- | | Loss attributable to company owners | (49,739) | | Net current liabilities | (3,624) | | Net liabilities | (5,437) | | Net cash outflow from operations | (18,709) | - The Board plans to address liquidity issues by negotiating with banks to extend loan terms or refinance, and by seeking new financing arrangements, including placing new shares or rights issues8 - The Group is committed to improving operating performance and cash flow through cost control measures and working capital management to maintain sufficient liquidity8 Financial Performance Overview Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group's revenue significantly decreased by 41.5% to HKD 105,797 thousand, turning from profit to a gross loss of HKD 5,480 thousand, with the loss for the year expanding to HKD 54,209 thousand and basic loss per share increasing to 8.96 HK cents Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 105,797 | 180,995 | | Cost of sales | (111,277) | (145,304) | | Gross (loss)/profit | (5,480) | 35,691 | | Operating (loss)/profit | (53,973) | (2,636) | | Loss before tax | (55,738) | (4,054) | | Loss for the year | (54,209) | (7,840) | | (Loss)/profit for the year attributable to owners of the Company | (49,739) | (15,507) | | Basic and diluted loss per share (HK cents) | (8.96) | (3.16) | - Revenue for the year decreased by 41.5% year-on-year3 - Gross profit turned into a gross loss of HKD 5,480 thousand in 2025 from a gross profit of HKD 35,691 thousand in 20243 Consolidated Statement of Financial Position As of March 31, 2025, the Group's financial position significantly deteriorated, with total assets and total equity substantially decreasing, net current liabilities turning negative, and total equity becoming negative, indicating severe financial pressure Consolidated Statement of Financial Position Summary (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Non-current assets | 1,470 | 18,529 | | Current assets | 78,006 | 130,650 | | Current liabilities | 81,630 | 99,899 | | Net current (liabilities)/assets | (3,624) | 30,751 | | Total assets less current liabilities | (2,154) | 49,280 | | Net (liabilities)/assets | (5,437) | 40,078 | | Equity attributable to owners of the Company | (8,506) | 32,247 | | Total equity | (5,437) | 40,078 | - Current assets decreased by 40.3% year-on-year, from HKD 130,650 thousand to HKD 78,006 thousand5 - Net current assets turned into net current liabilities of HKD 3,624 thousand in 2025 from net assets of HKD 30,751 thousand in 20245 - Total equity turned into negative HKD 5,437 thousand in 2025 from HKD 40,078 thousand in 20245 Notes to the Financial Statements Adoption of Accounting Standards The Group adopted all new and revised Hong Kong Financial Reporting Standards effective April 1, 2024, with no significant changes to accounting policies or reported amounts, and is currently assessing the impact of standards issued but not yet effective - All new and revised Hong Kong Financial Reporting Standards effective April 1, 2024, have been adopted10 - The adoption of new standards did not result in significant changes to accounting policies, financial statement presentation, or reported amounts10 - The Group is assessing the impact of new and revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective11 Composition of Revenue The Group's revenue primarily consists of sales of electronic hair care products and provision of information technology services - Revenue refers to (i) sales of electronic hair care products and (ii) amounts received and receivable for providing information technology services12 Segment Information The Group operates two reportable segments, electronic hair care products and information technology services, both recording losses in 2025, with electronic hair care products segment revenue at HKD 75,246 thousand and IT services segment revenue at HKD 30,551 thousand - The Group has two reportable segments: the electronic hair care products segment and the information technology services segment1314 Segment Revenue and Results (HKD thousands) | Segment | 2025 Revenue | 2025 Result | | :--- | :--- | :--- | | Electronic Hair Care Products | 75,246 | (35,719) | | Information Technology Services | 30,551 | (8,993) | | Total | 105,797 | (44,712) | Electronic Hair Care Products Segment The electronic hair care products segment recorded revenue of HKD 75,246 thousand and a segment loss of HKD 35,719 thousand in 2025, with significant additions to property, plant and equipment, depreciation, and impairment losses recognized Electronic Hair Care Products Segment Key Data (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 75,246 | 115,060 | | Segment result | (35,719) | (16,336) | | Additions to property, plant and equipment | 1,108 | 920 | | Depreciation and amortization | 3,739 | 3,303 | | Impairment loss on property, plant and equipment | 2,365 | – | | Impairment loss on right-of-use assets | 6,257 | – | Information Technology Services Segment The information technology services segment generated revenue of HKD 30,551 thousand and a segment loss of HKD 8,993 thousand in 2025, with depreciation and amortization of HKD 814 thousand and a loss allowance for trade receivables of HKD 3,089 thousand Information Technology Services Segment Key Data (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 30,551 | 65,935 | | Segment result | (8,993) | 15,597 | | Depreciation and amortization | 814 | 1,362 | | Loss allowance for trade receivables | 3,089 | 21 | | Impairment loss on goodwill | – | 142 | Geographical Information The Group's non-current assets are primarily located in Hong Kong and China, with China's non-current assets significantly decreasing to zero in 2025 from HKD 12,736 thousand in 2024 Geographical Distribution of Non-current Assets (HKD thousands) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 936 | 3,766 | | China | – | 12,736 | | Total | 936 | 16,502 | Major Customer Information Customers A and B remained major revenue sources for the electronic hair care products segment, while Customer C's contribution significantly declined, and Customer D was no longer a major IT services customer in 2025 Major Customer Revenue Contribution (HKD thousands) | Customer | Segment | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Customer A | Electronic Hair Care Products | 27,507 | 30,376 | | Customer B | Electronic Hair Care Products | 24,769 | 24,043 | | Customer C | Electronic Hair Care Products | 7,410* | 29,701 | | Customer D | Information Technology Services | –* | 20,517 | - The top five customers of the electronic hair care products segment accounted for approximately 64.0% of the Group's total revenue (2024: 54.8%)48 - The top five customers of the information technology services segment accounted for approximately 74.2% of the segment's revenue and 21.4% of the Group's revenue51 Other Net Income Other net income increased to HKD 4,332 thousand in 2025, primarily driven by a net exchange gain of HKD 2,067 thousand and income from sales of molds of HKD 1,420 thousand Composition of Other Net Income (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Bank interest income | 19 | 56 | | Income from sales of molds | 1,420 | 1,868 | | Net exchange gain/(loss) | 2,067 | (3,245) | | Miscellaneous income | 243 | 869 | | Total | 4,332 | 1,397 | - Net exchange gain turned into a gain of HKD 2,067 thousand in 2025 from a loss of HKD 3,245 thousand in 202419 Income Tax Credit/(Expense) Income tax turned into a credit of HKD 1,529 thousand in 2025 from an expense of HKD 3,786 thousand in 2024, mainly due to deferred tax credits and reversal of previously recognized tax losses, with Chinese subsidiaries benefiting from preferential tax rates and R&D super deductions Income Tax Credit/(Expense) (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Deferred tax | (1,484) | (472) | | PRC enterprise income tax | – | (3,314) | | Reversal of over-provision in prior years | 3,013 | – | | Total | 1,529 | (3,786) | - Chinese subsidiaries qualify as “small-profit enterprises,” taxed at 5% for profits below RMB 3 million (from January 1, 2023, to December 31, 2027)20 - Chinese operations qualify as “High and New Technology Enterprises,” eligible for a preferential enterprise income tax rate of 15%20 - Enterprises engaged in R&D activities are entitled to claim 200% of R&D expenses as deductible expenses (super deduction)20 Composition of Loss for the Year The loss for the year was primarily impacted by various expenses and impairment losses, including auditor's remuneration, depreciation of right-of-use assets, property, plant and equipment, inventory write-downs, loss allowance for trade receivables, and impairment losses on property, plant and equipment, right-of-use assets, and prepayments, with total staff costs increasing to HKD 45,781 thousand Major Deductions in Loss for the Year (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Auditor's remuneration | 800 | 800 | | Depreciation of right-of-use assets | 4,161 | 4,480 | | Depreciation of property, plant and equipment | 392 | 185 | | Write-down of inventories | 260 | 99 | | Loss allowance for trade receivables | 3,724 | 667 | | Impairment loss on property, plant and equipment | 2,365 | – | | Impairment loss on right-of-use assets | 6,257 | – | | Impairment loss on prepayments | 373 | 200 | | Cost of inventories sold | 81,350 | 103,516 | | Total staff costs (including directors' emoluments) | 45,781 | 43,551 | Loss Per Share Basic loss per share for the year was 8.96 HK cents, a significant increase from 3.16 HK cents in the previous fiscal year, with no diluted loss per share presented due to the absence of potential ordinary shares outstanding Loss Per Share Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HKD thousands) | (49,739) | (15,507) | | Weighted average number of ordinary shares for basic loss per share (thousands) | 555,017 | 490,356 | | Basic and diluted loss per share (HK cents) | (8.96) | (3.16) | - Basic loss per share for the year was 8.96 HK cents, an increase of 183.4% year-on-year44 - Diluted loss per share is not presented as there were no potential ordinary shares outstanding26 Dividend Policy The Board did not recommend the payment of any dividends for the years ended March 31, 2025, and 2024 - The Board did not recommend the payment of any dividends for the years ended March 31, 2025, and 202427 Trade Receivables The Group's trade terms primarily involve credit sales with credit periods ranging from 14 to 180 days, with net trade receivables of HKD 36,086 thousand and a significant increase in loss allowance to HKD 5,575 thousand as of March 31, 2025, reflecting unfavorable collection conditions Trade Receivables and Loss Allowance (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Trade receivables | 41,661 | 40,848 | | Less: Loss allowance | (5,575) | (1,851) | | Net | 36,086 | 38,997 | Aging Analysis of Trade Receivables (Net of Allowance, HKD thousands) | Aging | 2025 | 2024 | | :--- | :--- | :--- | | 0 to 60 days | 10,167 | 30,110 | | 61 to 120 days | 12,024 | 5,549 | | 121 to 365 days | 6,266 | 2,073 | | Over 1 year | 7,629 | 1,265 | | Total | 36,086 | 38,997 | - Loss allowance increased from HKD 1,851 thousand in 2024 to HKD 5,575 thousand in 2025, primarily due to unfavorable collection conditions3043 Trade Payables As of March 31, 2025, total trade payables amounted to HKD 14,928 thousand, a decrease from HKD 26,137 thousand in 2024, with credit periods for product purchases ranging from 30 to 120 days Aging Analysis of Trade Payables (HKD thousands) | Aging | 2025 | 2024 | | :--- | :--- | :--- | | 0 to 60 days | 8,410 | 19,528 | | 61 to 120 days | 2,988 | 1,699 | | 121 to 365 days | 336 | 1,464 | | Over 1 year | 3,194 | 3,446 | | Total | 14,928 | 26,137 | - Total trade payables decreased by 42.9% year-on-year32 Related Party Loans As of March 31, 2025, the Group had an unsecured, interest-free loan of HKD 6,328 thousand from its direct controlling company, Zhongyun Capital, repayable within one year from the drawdown date Related Party Loans (HKD thousands) | Related Party | 2025 | 2024 | | :--- | :--- | :--- | | Zhongyun Capital | 6,328 | 6,085 | - The loan is unsecured, interest-free, and repayable within one year from the drawdown date33 Management Discussion and Analysis Financial Review The Group's revenue significantly decreased by 41.5% for the year, turning from gross profit to gross loss, with the loss expanding to HKD 54.2 million due to reduced revenue, increased production costs, and asset impairment losses - Revenue for the year was approximately HKD 105,797 thousand, a 41.5% decrease from the previous fiscal year35 - The Group recorded a gross loss of approximately HKD 5,480 thousand for the year (2024: gross profit of HKD 35,691 thousand), with a gross loss margin of approximately 5.2% (2024: gross profit margin of 19.7%)40 - The loss for the year was approximately HKD 54,209 thousand, an increase of approximately HKD 46,369 thousand from the loss of HKD 7,840 thousand in the previous fiscal year44 Revenue Analysis Total revenue decreased by 41.5% year-on-year, with electronic hair care products revenue down 34.6% due to global economic uncertainty and geopolitical tensions, and IT services revenue down 53.7% due to lower order confirmation volumes Segment Revenue Change (HKD millions) | Segment | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Electronic Hair Care Products | 75.2 | 115.1 | -34.6% | | Information Technology Services | 30.6 | 65.9 | -53.7% | | Total | 105.8 | 181.0 | -41.5% | - The decrease in electronic hair care products revenue was primarily due to global economic uncertainty and geopolitical tensions leading to subdued consumer sentiment, affecting orders from European and Asian markets36 - The decrease in information technology services revenue was mainly due to lower order confirmation volumes in the current year, reflecting unstable success rates in the initial stages of the business36 Cost of Sales Analysis Total cost of sales decreased by 23.4% year-on-year to HKD 111.3 million, but the ratio of cost of sales to revenue increased from 80.3% to 105.2% due to a larger decline in revenue Segment Cost of Sales Change (HKD millions) | Segment | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Electronic Hair Care Products | 81.4 | 103.5 | -21.4% | | Information Technology Services | 29.9 | 41.8 | -28.5% | | Total | 111.3 | 145.3 | -23.4% | - The total cost of sales as a percentage of revenue increased from 80.3% in 2024 to 105.2% in 202538 Gross Profit/(Loss) Analysis The Group turned from gross profit to a gross loss of HKD 5.5 million, with a gross loss margin of 5.2%, as electronic hair care products segment gross loss increased by 153.4% due to rising costs, and IT services segment gross profit declined by 97.1% due to economic uncertainty and increased service costs Segment Gross Profit/(Loss) Change (HKD millions) | Segment | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Electronic Hair Care Products | (6.2) | 11.6 | -153.4% | | Information Technology Services | 0.7 | 24.1 | -97.1% | | Total | (5.5) | 35.7 | -115.4% | Segment Gross Margin Change | Segment | 2025 | 2024 | Change (percentage points) | | :--- | :--- | :--- | :--- | | Electronic Hair Care Products | (8.2%) | 10.0% | -18.2 | | Information Technology Services | 2.3% | 36.7% | -34.4 | | The Group | (5.2%) | 19.7% | -24.9 | - The increase in gross loss for the electronic hair care products segment was primarily due to rising raw material prices (electronic components and copper) and increased labor costs per unit product41 - The decline in gross margin for the information technology services segment was mainly due to reduced demand caused by China's economic uncertainty, customers' preference for reputable suppliers, and increased service costs41 Loss and Asset Impairment Loss before tax for the year increased 12.7 times to HKD 55.7 million, primarily due to reduced revenue, increased costs, and significant asset impairment losses on property, plant and equipment, right-of-use assets, prepayments, trade receivables, and inventories Segment Loss and Impairment (HKD millions) | Segment | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Electronic Hair Care Products | (35.7) | (16.3) | -119.0% | | Information Technology Services | (9.0) | 15.6 | -157.7% | | Unallocated | (9.5) | (7.1) | -33.8% | | Total | (54.2) | (7.8) | -594.9% | - Loss before tax was approximately HKD 55,738 thousand, an increase of approximately 12.7 times compared to the previous fiscal year43 - Impairment losses on property, plant and equipment, right-of-use assets, and prepayments were recognized at HKD 2,365 thousand, HKD 6,257 thousand, and HKD 373 thousand, respectively42 - Loss allowance for trade receivables increased to approximately HKD 3,724 thousand, and inventory allowance increased to approximately HKD 260 thousand43 Loss Per Share and Dividends Basic loss per share for the year was 8.96 HK cents, an increase of approximately 183.4% from the previous fiscal year's loss of 3.16 HK cents, with no dividends declared or paid - Basic loss per share for the year was 8.96 HK cents, an increase of approximately 183.4% compared to the loss of 3.16 HK cents in the previous fiscal year44 - No dividends were declared or paid for the year45 Business Review The Group faced a challenging business environment with global economic uncertainty, geopolitical conflicts, and tariff policies impacting consumer sentiment and demand, leading to reduced orders for electronic hair care products, while IT services benefited from China's digital city policies despite initial order confirmation instability - The Group continues to face adverse factors such as high inflation, high interest rates, geopolitical conflicts, and US tariffs on Chinese imports, leading to subdued demand and weak consumer sentiment47 - The top five customers of the electronic hair care products segment accounted for approximately 64.0% of the Group's total revenue, with Europe and Asia remaining the main revenue sources, despite a decrease in orders48 - The information technology services segment benefits from the Chinese government's active promotion of new policies such as digital cities, data elements, and big data, indicating further growth potential in market demand50 Electronic Hair Care Products Market Review Electronic hair care products are primarily sold via ODM and OEM to leading brands, facing market challenges from global economic uncertainty, geopolitical tensions, tariff policies, and intense competition, resulting in price pressure and reduced orders, though European and Asian markets remain key future revenue sources - Electronic hair care products are primarily sold on an original design manufacturing (ODM) and original equipment manufacturing (OEM) basis, with customers mainly being leading brand owners and importers46 - The market faces challenges such as high inflation, high interest rates, geopolitical conflicts, and US tariffs on Chinese imports, leading to subdued demand and weak consumer sentiment47 - Orders from European and Asian markets have decreased, but these markets are still considered the main revenue sources for the coming years48 Information Technology Services Market Review The Group launched IT system platform development services in China in H2 2023, driven by government digital city initiatives, creating demand for data collection and analysis platforms, and despite initial order confirmation instability, the segment holds promising prospects under government development plans - The Group commenced providing information technology system platform development services in China with business partners in the second half of 202349 - The Chinese government actively promotes new policies such as digital cities, data elements, and big data, driving demand for service platform levels and data information collection and analysis services across various industries50 - Despite unstable success rates in initial customer order confirmations, the Group believes the information technology services segment has good prospects under the Chinese government's development plans51 Operating Review The electronic hair care products segment faces slow export market recovery, labor shortages, and rising manufacturing costs, prompting the Group to optimize product structure and enhance R&D, while the IT services segment provides customized platform development for state-owned and private enterprises in China, leveraging an experienced development team - The electronic hair care products segment faces operating challenges such as slow recovery in export markets, difficulties in recruiting workshop operators, and rising other manufacturing costs52 - The Group is committed to optimizing its product structure, focusing on high-margin products, expanding economies of scale, and strengthening R&D capabilities to enhance market share52 - Xiamen Tianyang (Information Technology Services segment) provides customized platform development services to state-owned and private enterprises in industries such as automotive sales, retail, and online media, primarily including retail systems, supply chain management systems, and digital city systems53 Electronic Hair Care Products Operations The Group's main production center in mainland China faces challenges including slow export market recovery, labor shortages, and rising manufacturing costs, prompting efforts to optimize product structure, focus on high-margin products, expand economies of scale, and strengthen R&D to enhance competitiveness - The main production center in mainland China faces challenges such as slow recovery in export markets, difficulties in recruiting workshop operators, and rising manufacturing costs52 - The Group addresses market competition by optimizing product structure, focusing on high-margin products, and expanding economies of scale52 - Committed to enhancing the competitiveness of quality products and strengthening R&D capabilities to increase market share and build long-term customer relationships52 Information Technology Services Operations Xiamen Tianyang provides customized platform development services in China to state-owned and private enterprises in sectors like automotive sales, retail, and online media, covering retail, supply chain, and digital city systems, supported by an experienced development team that delivers system development and support based on client scenarios and workflow specifications - Xiamen Tianyang provides customized platform development services to state-owned and private enterprises engaged in automotive sales, retail, and online media businesses in China53 - Platforms primarily include retail systems, supply chain management systems, and digital city systems53 - Possesses an experienced development team that develops systems and provides support services to customers based on their specific scenarios and integrated upstream and downstream workflow specifications53 Liquidity and Financial Resources As of March 31, 2025, the Group's bank and cash balances significantly decreased to HKD 11.4 million, total borrowings were HKD 35.0 million, net current liabilities were HKD 3.6 million, and the current ratio dropped to 0.96, indicating liquidity pressure, which the Board is actively monitoring and seeking funding opportunities to address Liquidity and Borrowing Situation (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Bank and cash balances | 11,399 | 39,942 | | Total borrowings | 35,005 | 41,362 | | Net current liabilities | (3,624) | 30,751 | | Current ratio | 0.96 | 1.31 | - The decrease in bank and cash balances was primarily due to increased costs and expenses, reduced proceeds from share subscriptions, and decreased borrowings54 - Borrowings include trade finance, bank borrowings, and related party loans, with interest rates ranging from HIBOR/LIBOR plus 1.8% to 2.0% or prime rate minus 1% and prime rate plus 8%55 - The Board closely monitors the liquidity position and actively explores opportunities to raise funds to ensure sufficient financial resources57 Pledge of Assets, Foreign Exchange Risk, Contractual and Contingent Liabilities As of March 31, 2025, the Group had no pledged assets or significant contingent liabilities, with foreign exchange risk primarily from RMB fluctuations managed through payment and receipt controls, and capital commitments increasing to HKD 912 thousand - As of March 31, 2025, the Group had no pledged assets58 - Foreign exchange risk primarily arises from RMB fluctuations, controlled by managing RMB receipts and payments59 - As of March 31, 2025, the Group's capital commitments were approximately HKD 912 thousand (2024: HKD 774 thousand)60 - As of March 31, 2025, the Group had no significant contingent liabilities61 Pledge of Assets As of March 31, 2025, the Group had no pledged assets - As of March 31, 2025, the Group had no pledged assets58 Foreign Exchange Risk The Group primarily transacts in HKD, USD, and RMB, with no significant exchange risk from HKD/USD peg, and RMB fluctuations managed through payment and receipt controls, while all bank loans are HKD-denominated and bear floating interest rates - The Group primarily conducts business transactions in Hong Kong Dollars, US Dollars, and Renminbi59 - There is no significant exchange risk as the Hong Kong Dollar is pegged to the US Dollar59 - Renminbi fluctuations are controlled by managing Renminbi receipts and payments59 Contractual and Capital Commitments As of March 31, 2025, the Group's capital commitments increased to approximately HKD 912 thousand from HKD 774 thousand in 2024 Capital Commitments (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Capital commitments | 912 | 774 | 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 liabilities61 Employment and Remuneration Policy As of March 31, 2025, the Group had 344 employees, including 22 in Hong Kong, with total employee costs of HKD 45,781 thousand, and a remuneration policy based on fairness, performance, and market-competitive compensation with additional benefits Employment and Remuneration Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total number of employees | 344 | 481 | | Number of Hong Kong employees | 22 | 21 | | Employee costs (including directors' emoluments, HKD thousands) | 45,781 | 43,551 | - The remuneration policy is based on fairness, performance-driven rewards, and offers a market-competitive compensation package62 - Other employee benefits include share options, performance-linked bonuses, MPF contributions, and medical insurance62 Dividends The Board does not recommend the declaration of a final dividend for the current year - The Board does not recommend the declaration of a final dividend for the current year63 Post-Reporting Period Events Subsequent to the reporting period, the company completed a subscription of 46,000,000 new ordinary shares at HKD 0.22 per share on April 30, 2025, raising net proceeds of approximately HKD 10.0 million for loan repayment and general working capital to strengthen its financial position and broaden funding channels - On April 14, 2025, the company entered into subscription agreements with six subscribers to allot and issue a total of 46,000,000 new ordinary shares at HKD 0.22 per share73 - The subscription was completed on April 30, 2025, with net proceeds of approximately HKD 10.0 million7576 - The proceeds have been fully utilized for loan repayment and general working capital, aiming to consolidate the financial position and liquidity, and broaden fundraising channels76 April 2025 Subscription On April 14, 2025, the company signed subscription agreements with six independent individual investors to issue 46,000,000 new shares at HKD 0.22 per share, completed on April 30, 2025, raising net proceeds of approximately HKD 10.0 million for loan repayment and general working capital to improve financial position and liquidity - The subscribers are all independent individual investors with experience in stock investment, some engaged in cloud computing or e-commerce businesses7377 - The subscription price of HKD 0.22 per share was lower than the closing price of HKD 0.27 on the Stock Exchange on the date of the subscription agreement7375 - Upon completion of the subscription, none of the subscribers were considered substantial shareholders or connected persons of the Company75 Prospects The electronic hair care products segment is expected to continue facing negative impacts from economic factors and tariffs, prompting the Group to focus on customer engagement, new client acquisition, and cost control, while the IT services segment's initial volatility is influenced by China's economic growth and cautious client budgets, requiring close market monitoring and business planning, alongside exploring potential investment opportunities for business expansion and new revenue streams - The electronic hair care products segment is expected to continue to be negatively affected by economic factors and US tariffs on Chinese products69 - The Group will continue to communicate with customers, explore new clients, and improve cost control to maintain profit margins69 - The initial volatile performance of the information technology services segment is expected, influenced by China's economic growth and cautious client budgets70 - The Group will closely monitor the business segments, formulate business plans to meet the evolving demand for information technology, and continue to explore potential investment opportunities to expand its business and create new revenue streams70 Corporate Governance and Audit Annual General Meeting and Share Transfer Registration The 2025 Annual General Meeting is scheduled for August 22, 2025, with share transfer registration suspended from August 19 to August 22, 2025, requiring shareholders to complete transfers by 4:30 p.m. on August 18, 2025, to be eligible to attend and vote - The 2025 Annual General Meeting will be held on Friday, August 22, 202564 - Share transfer registration will be suspended from Tuesday, August 19, 2025, to Friday, August 22, 202565 - To be eligible to attend and vote at the meeting, all transfer documents, together with the relevant share certificates, must be lodged with the Hong Kong Share Registrar by 4:30 p.m. on Monday, August 18, 202565 Issue of New Shares (Under General Mandate) On November 4, 2024, the company entered into a subscription agreement with Ms. Chan Wai Yu to allot and issue 60,000,000 new ordinary shares at HKD 0.100 per share, completed on November 19, 2024, with net proceeds of approximately HKD 6.0 million fully used for general working capital to strengthen financial position and broaden funding channels - On November 4, 2024, the company entered into a subscription agreement with Ms. Chan Wai Yu to allot and issue 60,000,000 new ordinary shares at HKD 0.100 per share66 - The subscription was completed on November 19, 2024, with net proceeds of approximately HKD 6.0 million fully utilized for general working capital67 - Ms. Chan was considered a substantial shareholder and connected person of the Company upon completion of the subscription66 Placing of New Shares and Lapse On January 20, 2025, the company entered into a placing agreement with joint placing agents to place up to 46,000,000 new shares at HKD 0.225 per share, but the agreement lapsed as of March 7, 2025, due to unfulfilled conditions precedent, and the placing did not proceed - On January 20, 2025, the company entered into a placing agreement with joint placing agents to place up to 46,000,000 new shares at HKD 0.225 per share68 - The joint placing agents would receive a placing commission equivalent to 3% of the total placing price of the placed shares68 - As of March 7, 2025, the placing agreement lapsed due to the failure to fulfill the conditions precedent, and the placing did not proceed68 Purchase, Redemption or Sale of Listed Securities During the year, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities - Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities during the year71 Material Investments, Acquisitions and Disposals During the year, the Group had no material investments, significant acquisitions, or disposals of subsidiaries, associates, and joint ventures - During the year, the Group had no material investments, significant acquisitions, or disposals of subsidiaries, associates, and joint ventures72 Corporate Governance The Company is committed to developing a corporate governance framework to enhance accountability, transparency, independence, responsibility, and fairness, and the Board believes it has complied with the applicable code provisions of the Corporate Governance Code and Report in Appendix C1 of the Listing Rules during the year - The Company is committed to developing a corporate governance framework suitable for the Group to enhance accountability, transparency, independence, responsibility, and fairness78 - The Board believes that the Company has complied with the applicable code provisions of the Corporate Governance Code and Report in Appendix C1 of the Listing Rules throughout the year78 Compliance with Model Code The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all Directors confirmed their compliance with the required standards during the year - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules79 - All Directors confirmed their compliance with the required standards set out in the Model Code during the year79 Audit Committee The Audit Committee reviewed and discussed the Group's accounting principles, risk management, and internal control systems, and reviewed the consolidated financial statements and this announcement for the year, comprising three independent non-executive directors unrelated to the company's former or current auditors - The Audit Committee reviewed and discussed the accounting principles and practices adopted by the Group, as well as its risk management and internal control systems, with the Company's management80 - The Audit Committee also reviewed the Group's consolidated financial statements and this announcement for the year80 - The Audit Committee comprises three independent non-executive directors who are not employed by or associated with the Company's former or current auditors80 Extract of Independent Auditor's Report The independent auditor, ZHONGHUI ANDA CPA Limited, disclaimed an opinion on the Group's consolidated financial statements due to insufficient appropriate audit evidence to assess the Group's going concern ability, citing significant uncertainties including continuous losses, net current liabilities, and net cash outflow from operations, and management's failure to provide adequate information on loan renewal, new financing, and cost-saving plans - The independent auditor disclaimed an opinion on the Group's consolidated financial statements82 - The basis for the disclaimer of opinion was the inability to obtain sufficient appropriate audit evidence to form an audit opinion on the consolidated financial statements82 - The auditor noted that the Group's continuous losses, net current liabilities, and net cash outflow from operations indicate significant uncertainties that cast substantial doubt on its ability to continue as a going concern83 - Management failed to provide sufficient information regarding intentions to renew and extend borrowings, details of fundraising plans, and specific measures for cost-saving plans, preventing the auditor from assessing the Group's going concern ability8485 Other Information Publication of Results Announcement and Annual Report This announcement has been published on the HKEXnews website and the Company's website, and the annual report for the current year will be published on these websites and dispatched to shareholders in due course - This announcement is published on the HKEXnews website (www.hkexnews.hk) and the Company's website (www.chinaintech464.com)[87](index=87&type=chunk) - The annual report for the current year will be published on the aforementioned websites and dispatched to the Company's shareholders in due course87 Acknowledgements The Chairman of the Board, on behalf of the Directors, extends sincere gratitude to all employees for their diligence, shareholders for their trust, global customers for their confidence and support, and banking partners and business associates for their unwavering support - The Chairman of the Board, on behalf of the Directors, expresses sincere gratitude to all employees, shareholders, global customers, banking partners, and business associates88 Board Composition As of the date of this announcement, the Board comprises three executive directors (Mr. Zhang Huijun, Ms. Cai Dongyan, and Mr. Zhou Liyang) and three independent non-executive directors (Mr. Hu Zhigang, Mr. Zhang Jiayou, and Mr. Ma Youheng) - The Board comprises three executive directors (Mr. Zhang Huijun, Ms. Cai Dongyan, and Mr. Zhou Liyang)90 - The Board comprises three independent non-executive directors (Mr. Hu Zhigang, Mr. Zhang Jiayou, and Mr. Ma Youheng)90
中国智能科技(00464) - 2025 - 年度业绩