中国宝力科技(00164) - 2025 - 年度业绩

Annual Performance Summary The company's financial performance for the year ended March 31, 2025, shows a significant reduction in net loss and total comprehensive loss, despite a revenue decline, while the balance sheet reflects reduced non-current assets and persistent net liabilities Consolidated Income Statement For the year ended March 31, 2025, the company experienced a revenue decrease but a substantial narrowing of net loss, primarily due to gains from financial liability derecognition and reversal of expected credit losses | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 48,246 | 55,294 | (7,048) | -12.75% | | Cost of revenue | (40,801) | (45,856) | 5,055 | -11.02% | | Gross profit | 7,445 | 9,438 | (1,993) | -21.12% | | Other income, gains and losses, net | 355 | 15,679 | (15,324) | -97.74% | | Selling and distribution expenses | (277) | (2,627) | 2,350 | -89.46% | | Administrative expenses | (27,820) | (32,655) | 4,835 | -14.81% | | Impairment loss on intangible assets | (191) | (1,196) | 1,005 | -84.03% | | Reversal of impairment loss (impairment loss) under expected credit loss model | 6,483 | (10,291) | 16,774 | -163.00% | | Impairment loss on goodwill | (5,216) | (1,688) | (3,528) | 209.00% | | Gain on derecognition of financial liabilities | 27,474 | – | 27,474 | - | | Finance costs | (9,674) | (10,338) | 664 | -6.42% | | Loss before tax | (1,435) | (33,704) | 32,269 | -95.74% | | Loss for the year | (1,455) | (33,704) | 32,249 | -95.69% | | Loss for the year attributable to owners of the Company | (533) | (30,775) | 30,242 | -98.27% | | Basic and diluted loss per share | (0.01) HKD | (0.38) HKD | 0.37 HKD | -97.37% | Consolidated Statement of Profit or Loss and Other Comprehensive Income Total comprehensive loss for the year significantly narrowed, mainly due to a reduction in the loss for the year, despite exchange losses arising from the translation of overseas operations | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the year | (1,455) | (33,704) | 32,249 | -95.69% | | Exchange differences arising on translation of overseas operations | (2,606) | 75 | (2,681) | -3574.67% | | Total comprehensive loss for the year | (4,061) | (33,629) | 29,568 | -87.92% | | Total comprehensive loss attributable to owners of the Company | (3,035) | (30,730) | 27,695 | -90.12% | Consolidated Statement of Financial Position As of March 31, 2025, the company's non-current assets decreased, and net current liabilities narrowed, but net liabilities persist, indicating ongoing financial pressure | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) (Restated) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total non-current assets | 3,801 | 10,569 | (6,768) | -64.04% | | Total current assets | 69,917 | 57,721 | 12,196 | 21.13% | | Total current liabilities | 315,911 | 429,321 | (113,410) | -26.42% | | Net current liabilities | (245,994) | (371,600) | 125,606 | -33.80% | | Total non-current liabilities | 118,622 | 13,699 | 104,923 | 765.97% | | Net liabilities | (360,815) | (374,730) | 13,915 | -3.71% | | Equity attributable to owners of the Company | (345,438) | (360,379) | 14,941 | -4.15% | | Total deficit | (360,815) | (374,730) | 13,915 | -3.71% | - Goodwill has been fully impaired to zero, while derivative financial instruments (non-current) significantly increased[6] Notes to the Financial Statements These notes provide detailed information on the company's general background, application of accounting standards, basis of financial statement preparation, and specific financial line items General Information The company is a Bermuda-registered investment holding company, with subsidiaries primarily engaged in dry grinding and dry separation business and integrated media business, and its financial statements are presented in HKD and measured at historical cost - The Company's principal business is investment holding, with subsidiaries primarily engaged in dry grinding and dry separation business and integrated media business[8] - The consolidated financial statements are presented in Hong Kong Dollars and prepared on a historical cost basis, except for derivative financial instruments[9][10] Application of Accounting Standards This year saw the first-time application of several HKFRS amendments, with a significant impact on the statement of financial position due to the reclassification of certain convertible bonds to current liabilities, while other amendments had no material effect - This year, the first-time application of HKAS 1 amendments resulted in the retrospective reclassification of approximately HKD 21,158,000 of convertible bond liabilities from non-current to current liabilities[11][13][14] - Other effective HKAS amendments (such as non-current liabilities with covenants, supplier finance arrangements, and lease liabilities in sale and leaseback transactions) had no material impact on the consolidated financial statements[15][16][19][20][21][22] Amendments to Accounting Standards Effective Several HKFRS amendments became effective this year, notably reclassifying a portion of convertible bonds as current liabilities, while others had no material impact on the financial statements | Amendment Name | Impact Overview | | :--- | :--- | | Amendments to HKAS 1: Classification of Liabilities as Current or Non-current | Led to the reclassification of approximately HKD 21,695,000 (2024: HKD 21,158,000) of the liability component of the convertible bonds issued on June 30, 2023, to current liabilities | | Amendments to HKAS 1: Non-current Liabilities with Covenants | No material impact | | Amendments to HK(IFRIC)-Int 5: Presentation of Financial Statements—Classification by the Borrower of a Term Loan that Contains a Repayment on Demand Clause | No material impact | | Amendments to HKAS 7 and HKFRS 7: Supplier Finance Arrangements | No material impact | | Amendments to HKFRS 16: Lease Liability in a Sale and Leaseback | No material impact | Amendments to Accounting Standards Not Yet Effective The company's directors are evaluating the potential impact of new or revised HKFRS standards issued but not yet effective, though their impact on the consolidated financial statements cannot yet be reasonably estimated - The Company's directors are evaluating the possible impact of several new/revised HKFRS standards issued but not yet effective, but are not yet able to reasonably estimate their impact on the consolidated financial statements[23] Basis of Preparation of Consolidated Financial Statements and Significant Accounting Policies The consolidated financial statements are prepared on a going concern basis, despite significant liquidity challenges and net liabilities, with management implementing various plans to address going concern uncertainties, including financing activities, loan capitalization, loan term extensions, and cost control - As of March 31, 2025, the Group incurred a loss of HKD 1,455,000, with current liabilities exceeding current assets by HKD 245,994,000, and net liabilities of HKD 360,815,000, indicating significant going concern uncertainties[27] - To address going concern challenges, management has implemented several measures, including: - Completing share placements and convertible bond issuances, raising approximately HKD 17,757,000 in net proceeds[28][29] - Actively negotiating with lenders for loan capitalization and extension of loan terms, including converting approximately HKD 139,004,000 of Chongqing Zifeng's loan into convertible bonds[30][31] - Continuing to control administrative costs and unnecessary capital expenditures[32] - Expanding the application of dry grinding and dry separation technology, expected to enhance profitability[33] Going Concern Assumption The group faces significant going concern uncertainties due to a loss for the year, net current liabilities, net liabilities, and limited cash and cash equivalents, necessitating management's strategic actions - The Group recorded a loss of HKD 1,455,000 for FY2025, with net current liabilities of HKD 245,994,000, net liabilities of HKD 360,815,000, and cash and cash equivalents of only HKD 7,542,000, indicating significant going concern uncertainties[27] - Management has undertaken financing activities and debt restructuring, including placing shares, issuing convertible bonds, and reaching a settlement with creditor Chongqing Zifeng to convert loans into convertible bonds[28][30] - The company will continue to control administrative costs and capital expenditures and expand the application of dry grinding and dry separation technology to improve profitability and liquidity[32][33] Revenue For the year ended March 31, 2025, total revenue decreased by 12.75%, with a significant decline in integrated media business revenue offset by growth in the dry grinding and dry separation business | Business Segment | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Integrated Media Business (Multimedia and Advertising Services) | 36,898 | 49,696 | (12,798) | -25.75% | | Dry Grinding and Dry Separation Business (Sale of Goods) | 11,348 | 5,598 | 5,750 | 102.72% | | Total | 48,246 | 55,294 | (7,048) | -12.75% | - Revenue from the integrated media business is recognized "over time," while the dry grinding and dry separation business recognizes revenue "at a point in time"[34] Other Income, Gains and Losses, Net Other income, gains and losses, net, significantly decreased, primarily due to large exchange gains and waiver of other payables in the prior year, while the current year recorded exchange losses | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net fair value gain on derivative component of convertible bonds | 576 | 1,054 | (478) | -45.35% | | Net exchange (loss) gain | (1,225) | 8,105 | (9,330) | -115.11% | | Waiver of other payables | – | 5,972 | (5,972) | -100.00% | | Others | 1,004 | 548 | 456 | 83.21% | | Total | 355 | 15,679 | (15,324) | -97.74% | Finance Costs Finance costs slightly decreased, mainly due to reduced interest on borrowings, though interest on convertible bonds significantly increased | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Placement notes interest at effective interest rate | 1,500 | 1,500 | 0 | 0.00% | | Convertible bonds interest at effective interest rate | 4,726 | 1,730 | 2,996 | 173.18% | | Borrowings | 3,337 | 6,776 | (3,439) | -50.76% | | Lease liabilities | 111 | 332 | (221) | -66.57% | | Total | 9,674 | 10,338 | (664) | -6.42% | Loss Before Tax Loss before tax significantly narrowed, primarily benefiting from changes in staff costs, auditor's remuneration, inventory costs, depreciation, and amortization expenses | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Staff costs | 13,464 | 9,711 | 3,753 | 38.65% | | Auditor's remuneration | 1,440 | 1,400 | 40 | 2.86% | | Cost of inventories | 11,205 | 5,607 | 5,598 | 99.84% | | Depreciation of property, plant and equipment | 208 | 166 | 42 | 25.30% | | Depreciation of right-of-use assets | 1,498 | 1,706 | (208) | -12.19% | | Development costs for iron ore dry grinding and dry separation business | – | 3,084 | (3,084) | -100.00% | | Amortisation of intangible assets | 29 | 29 | 0 | 0.00% | - Staff costs increased, mainly due to higher salaries and other benefits and contributions to retirement benefit schemes[35] Income Tax Expense The current year recorded current tax expense in China, while no tax provision was made for Hong Kong subsidiaries due to tax losses | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Current tax – China | 20 | – | - No Hong Kong profits tax provision was made for Hong Kong subsidiaries due to recorded tax losses[36] Dividends For the year ended March 31, 2025, the company neither paid nor proposed any dividends - No dividends were paid or proposed by the Company during the year and since the end of the reporting period[37] Loss Per Share Basic and diluted loss per share attributable to owners of the company significantly narrowed, primarily due to a reduction in the loss attributable to owners of the company for the year | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company (HKD Thousands) | (533) | (30,775) | | Weighted average number of ordinary shares (Thousands) | 107,191 | 84,017 | | Basic and diluted loss per share (HKD) | (0.01) | (0.38) | - Diluted loss per share is the same as basic loss per share because the potential ordinary shares from convertible bonds had an anti-dilutive effect[40] Trade and Other Receivables Net trade and other receivables increased, with a slight decrease in trade receivables, but a significant reduction in credit loss provision and a notable increase in other receivables and deposits | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade receivables | 28,004 | 35,093 | (7,089) | -20.20% | | Less: Provision for credit losses | (3,904) | (10,911) | 7,007 | -64.22% | | Net trade receivables | 24,100 | 24,182 | (82) | -0.34% | | Other receivables and deposits | 33,381 | 24,726 | 8,655 | 35.00% | | Prepayments | 5,509 | 9,597 | (4,088) | -42.60% | | Net other receivables, prepayments and deposits | 35,885 | 31,842 | 4,043 | 12.69% | | Net trade and other receivables | 59,985 | 56,024 | 3,961 | 7.07% | - The credit period granted for trade receivables generally ranges from 0 to 30 days[42] - The aging analysis of trade receivables shows a significant increase in items over 365 days[41] Trade and Other Payables Total trade and other payables slightly increased, with a decrease in trade payables offset by increases in amounts due to shareholders and directors, accrued staff costs, and interest payables | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 25,736 | 31,896 | (6,160) | -19.31% | | Other payables and accruals | 23,883 | 22,746 | 1,137 | 5.00% | | Accrued staff costs | 14,657 | 11,301 | 3,356 | 29.70% | | Amounts due to shareholders and directors | 79,824 | 81,878 | (2,054) | -2.51% | | Amounts due to employees | 13,735 | 11,885 | 1,850 | 15.57% | | Deposits received | 17,640 | 15,640 | 2,000 | 12.79% | | Interest payable on other borrowings and bank borrowings | 7,658 | 3,901 | 3,757 | 96.31% | | Interest payable on convertible bonds | 1,007 | 527 | 480 | 91.08% | | Interest payable on placement notes | 12,004 | 10,504 | 1,500 | 14.28% | | Total | 196,144 | 190,278 | 5,866 | 3.08% | - The credit period granted by trade creditors generally ranges from 7 to 45 days[43] Share Capital As of March 31, 2025, issued and fully paid share capital increased due to share placements and subscriptions, reflecting the company's equity financing efforts to improve its financial position | Item | 2025 (Thousands of Shares) | 2024 (Thousands of Shares) | Change (Thousands of Shares) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Issued and fully paid shares as at March 31, 2024 | 84,017 | 84,017 | 0 | 0.00% | | Shares issued for placement | 13,418 | – | 13,418 | - | | Shares issued for subscription | 9,756 | – | 9,756 | - | | Issued and fully paid shares as at March 31, 2025 | 107,191 | 84,017 | 23,174 | 27.58% | - The 2024 placement raised net proceeds of approximately HKD 13,757,000, used for debt settlement, business development, and general working capital[45] - The share subscription raised net proceeds of approximately HKD 4,000,000, used for settling outstanding debts and general working capital[45] Independent Auditor's Report Summary This section summarizes the independent auditor's disclaimer of opinion on the consolidated financial statements, primarily due to significant uncertainties regarding the company's ability to continue as a going concern Disclaimer of Opinion The auditor disclaimed an opinion on the group's consolidated financial statements for the year ended March 31, 2025, due to insufficient appropriate audit evidence, particularly concerning significant uncertainties related to going concern - The auditor disclaimed an opinion on the consolidated financial statements due to insufficient appropriate audit evidence[47] Basis for Disclaimer of Opinion The primary reason for the auditor's disclaimer of opinion is the significant uncertainty regarding the company's ability to continue as a going concern, evidenced by recurring losses, net current liabilities, net liabilities, and insufficient cash to cover borrowings - The Group incurred a loss of approximately HKD 1,455,000 for FY2025, with current liabilities exceeding current assets by approximately HKD 245,994,000, and net liabilities of approximately HKD 360,815,000[48] - The Group's total borrowings and convertible bond liabilities amounted to approximately HKD 234,237,000, while cash and cash equivalents were only approximately HKD 7,542,000, indicating significant doubt about its ability to continue as a going concern[48] - The auditor was unable to determine whether the directors' assumption of preparing the consolidated financial statements on a going concern basis was proper and appropriate[48][49] Management Discussion and Analysis This section provides an overview of the company's business performance, strategic direction, financial position, and significant events, highlighting both operational achievements and ongoing challenges Business Review This year, global economic challenges persisted, impacting business activities, leading to a decline in total revenue but a significant narrowing of net loss due to cost control and financial liability derecognition gains, with dry grinding and dry separation business growing and integrated media business facing market contraction - For the year ended March 31, 2025, the Group recorded consolidated revenue of approximately HKD 48,246,000 (2024: HKD 55,294,000) and a gross profit of HKD 7,445,000 (2024: HKD 9,438,000)[50] - Net loss significantly decreased to approximately HKD 1,455,000 (2024: HKD 33,704,000), primarily due to a reversal of expected credit loss of HKD 6,483,000, a gain on derecognition of financial liabilities of HKD 27,474,000, and reduced administrative expenses[51] Dry Grinding and Dry Separation Business The dry grinding and dry separation business saw revenue growth and expanded its application to new ore types, securing strategic partnerships and exclusive mining rights in Mongolia - Revenue from the dry grinding and dry separation business increased to approximately HKD 11,348,000 (2024: HKD 5,598,000), mainly from titanium dioxide distribution[52] - The Group has expanded its dry grinding and dry separation technology application to new ore types like ilmenite and collaborated with technology partners to strengthen its position in mining processing technology[52] - A strategic cooperation agreement was signed with a Mongolian coal mine, granting exclusive mining production rights with a target annual output gradually increasing to 2 million tonnes, ultimately reaching 5 million tonnes[53] Integrated Media Business The integrated media business experienced a revenue decline due to market contraction and increased digital platform competition, prompting expansion into content promotion services across various platforms and advertising contracts - Integrated media business revenue decreased to approximately HKD 36,898,000 (2024: HKD 49,696,000), primarily affected by the shrinking Chinese market and increased competition from digital platforms[54] - The Group has expanded its integrated media business to provide content promotion services for clients, distributing content through platforms like Tencent and Kuaishou, and securing advertising contracts for lightbox ads, outdoor LED mall displays, and promotional video production[54] Other Businesses The group actively monitors market developments to identify suitable opportunities for regional operations and investments - The Group actively monitors market developments and seeks suitable opportunities for regional operations and investments[55] Business Model and Strategies The company's business strategy is founded on diversification, aiming for long-term sustainable growth and enhanced shareholder value, while focusing on attractive investment opportunities and maintaining prudent financial management - Diversification is the cornerstone of the Group's business strategy, committed to long-term sustainable growth and enhancing shareholder value[56] - The Group focuses on identifying attractive investment opportunities to strengthen and broaden its business scope, with prudent financial management as a key focus across all business segments[56] Prospects Looking ahead, the company is cautiously optimistic, pursuing a strategic transformation to prioritize technology-driven businesses in mining processing and digital infrastructure, with plans to expand coal processing technology and explore data center and cryptocurrency mining opportunities using mine-mouth power facilities - The Group is undergoing a strategic transformation, prioritizing scalable technology-driven businesses in mining processing and digital infrastructure[57] - Plans include expanding coal processing technology applications and establishing a presence in Mongolia and other mineral-rich countries, aiming to build a broader international footprint[57] - The company is exploring the use of cost-effective power supply from mine-mouth power facilities for data center development and cryptocurrency mining initiatives, expected to reduce production costs, drive business growth, and enhance profitability[57][58] Liquidity and Financial Resources As of March 31, 2025, the company's bank balances and cash significantly increased, total borrowings slightly decreased, and the liquidity ratio improved, primarily due to effective debt restructuring measures | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Bank balances and cash | 7,542 | 1,697 | 5,845 | 344.43% | | Total borrowings (including convertible bond liabilities) | 234,237 | 246,295 | (12,058) | -4.90% | | Borrowings due within one year | 115,975 | 233,162 | (117,187) | -50.26% | | Gearing ratio (Total borrowings/Total deficit) | 64.9% | 65.7% | -0.8% | -1.22% | | Current ratio (Current assets/Current liabilities) | 22.1% | 13.4% | 8.7% | 64.93% | - The improvement in the liquidity ratio is mainly attributable to effective debt restructuring measures, including placements and extension of loan tenures[60] - Approximately 96.5% of borrowings bear interest at fixed rates (2024: 37.5%)[61] Reversal of Impairment Loss Under Expected Credit Loss Model The year saw a reversal of impairment loss for trade and other receivables under the expected credit loss model, mainly due to a settlement reached with a major customer, improving the credit position | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Reversal of impairment loss (impairment loss) for trade and other receivables under expected credit loss model | 6,483 | (10,291) | - The reversal of impairment loss was primarily due to a settlement reached with a major customer during the year and the recognition of settlement arrangements after the reporting period[63] - An impairment loss of HKD 2,255,000 was recognized for receivables from a licensee, with related litigation ongoing[63] Capital Commitments As of March 31, 2025, the group's capital commitments contracted but not provided for in the consolidated financial statements slightly increased | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Capital commitments contracted but not provided for | 152,801 | 152,114 | Pledge of Assets As of March 31, 2025, the group had not pledged any assets to secure borrowings - The Group had no assets pledged to secure borrowings as at March 31, 2025 and 2024[65] Contingent Liabilities Apart from litigation matters, the group had no other significant contingent liabilities as of March 31, 2025 - Apart from litigation, the Group had no other significant contingent liabilities as at March 31, 2025[66] Events After Reporting Period Subsequent to the reporting period, the company proposed a rights issue to raise funds, but as of the date of the consolidated financial statements, the rights issue had not been completed and subscription rates were low - The Company proposed a rights issue on the basis of four rights shares for every one existing share to raise gross proceeds of up to HKD 171,505,000 or HKD 202,545,000[67] - As of May 19, 2025, the subscription rate for rights shares received was approximately 1.571%[67] - The rights issue has not yet been completed, and the final placement period has been extended multiple times[68] Litigation The company is involved in two major lawsuits: one for debt recovery related to placement notes and another for a contract dispute concerning an advertising franchise agreement, both of which are ongoing without final judgments - The Company is involved in a lawsuit initiated by a creditor for debt recovery related to placement notes, seeking HKD 10 million in principal and HKD 1.26 million in outstanding interest, with the trial scheduled for March 2026[69][70] - The Company has a contract dispute with a licensee regarding an advertising franchise agreement, with multiple lawsuits filed in both Chinese and Hong Kong courts concerning refunds and damages, but no final judgments have been rendered yet[71][72][73][74] Other Information This section covers various corporate governance aspects, including dividend policy, compliance with listing rules, directors' securities transactions, audit committee functions, auditor's scope of work, and board composition Dividends The Board of Directors does not recommend the payment of a final dividend for the year ended March 31, 2025 - The Board of Directors does not recommend the payment of a final dividend for the year ended March 31, 2025[75] Corporate Governance The company is committed to maintaining high standards of corporate governance, having complied with the Corporate Governance Code in Appendix C1 of the Listing Rules and adopted a code of conduct for directors' securities transactions - The Company has complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules and regularly reviews its corporate governance practices[76] - The Company has adopted a code of conduct for directors' securities transactions, and all directors have confirmed compliance with the relevant provisions[77] Standard Code for Securities Transactions by Directors The company has adopted a code of conduct for directors' securities transactions no less exacting than the Listing Rules' standard code, and all directors have confirmed compliance - The Company has adopted a code of conduct for directors' securities transactions whose terms are no less exacting than the Standard Code set out in Appendix C3 of the Listing Rules[77] - All directors confirmed compliance with the Standard Code and the Company's code of conduct for directors' securities transactions throughout the review period and up to the date of this announcement[77] Purchase, Sale or Redemption of the Company's Listed Securities For the year ended March 31, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[78] Audit Committee The Audit Committee, comprising three independent non-executive directors, has reviewed the company's consolidated financial statements for the year ended March 31, 2025 - The Audit Committee comprises three independent non-executive directors and is responsible for reviewing and overseeing the Group's financial reporting process and internal controls[79] - The Audit Committee has reviewed the Company's consolidated financial statements for the year ended March 31, 2025[80] Scope of Work of Mazars CPA Limited The auditor confirmed the consistency of financial figures in the preliminary results announcement with the draft consolidated financial statements, but this work did not constitute an assurance engagement, thus no assurance conclusion was expressed - The auditor has agreed the financial figures in the preliminary results announcement with the draft consolidated financial statements[81] - The work performed by the auditor does not constitute an assurance engagement, and therefore no assurance conclusion has been expressed on the preliminary results announcement[81] Publication of Annual Results and 2024/25 Annual Report The annual results announcement has been published on the HKEX and the company's website, with the annual report to be dispatched to shareholders and published by the end of July 2025 - The annual results announcement has been published on the HKEX and the Company's website[82] - The Company's 2024/25 Annual Report will be dispatched to shareholders and published on the HKEX and the Company's website by the end of July 2025[82] Board of Directors As of the announcement date, the Board of Directors comprises four executive directors and three independent non-executive directors - Executive Directors include Mr. Wang Bin (Chairman), Mr. Zhang Yi (Vice Chairman), Ms. Zhu Weining (Chief Executive Officer), and Ms. Lin Shimin[84] - Independent Non-executive Directors include Mr. Chan Fong Kong, Francis, Mr. Chan Kee Huen, Michael, and Mr. Fung Man[84]