浩德控股(08149) - 2025 - 年度财报

Company Information This section provides an overview of the company's board structure, key committees, registration details, and principal contacts. Board Composition The company's Board of Directors comprises three executive directors, including Chairman Mr. Yip Tin Chi, and three independent non-executive directors, supported by audit, remuneration, and nomination committees. - The Board of Directors consists of three executive directors and three independent non-executive directors, with Mr. Yip Tin Chi as Chairman[4] - Established an Audit Committee (Chairman Mr. Chan Sun Kwong), a Remuneration Committee (Chairman Mr. Lee Shu Yin), and a Nomination Committee (Chairman Mr. Chiu Tin Ngok)[4] Company Basic Information Hauting Holdings Limited is registered in the Cayman Islands with its headquarters and principal place of business in Hong Kong, listed under stock code 8149, with details of its principal bankers and auditor. - The company's registered office is in the Cayman Islands, with its Hong Kong headquarters and principal place of business at 21 Wing Wo Street, Central[4] - Stock code is 8149, and the auditor is Shinewing (HK) CPA Limited[4][6] - Principal bankers include Dah Sing Bank, Bank of China (Hong Kong) Limited, Mizuho Bank, Kumamoto Daiichi Credit Bank, and Fukuoka Bank[6] Chairman's Statement The Chairman's statement highlights the Group's significant progress in advisory and asset management platforms despite the impact of property revaluation on financial performance, maintaining a robust proprietary investment portfolio and exploring expanded asset management services to navigate market volatility. - Advisory and consulting businesses demonstrated resilience, with sustained demand for regulatory-driven projects and special situation advisory services[7] - Successfully launched the first self-managed fund in over a decade, marking a crucial step in revitalizing the asset management platform and laying a foundation for long-term growth[7] - The proprietary investment portfolio is supported by solid fundamentals, with the Sapporo Tommy House Hiragishi redevelopment project progressing as planned, expected to enhance future revenue streams[7] - Looking ahead, the Group will explore expanding asset management services and aims to be a flexible partner for clients in the evolving financial landscape[8] Financial Highlights The Group experienced a decline in revenue, a pre-tax loss, and an annual loss attributable to owners of the company in FY2025, while total assets and net assets remained relatively stable, and total liabilities slightly increased. Past Five Financial Years' Performance Summary (thousand HKD) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 48,314 | 51,983 | 47,791 | 55,709 | 59,266 | | (Loss) Profit Before Tax | (5,893) | 19,782 | 15,524 | 12,148 | 11,790 | | Annual (Loss) Profit Attributable to Owners of the Company – Reported | (8,474) | 12,626 | 9,878 | 6,980 | 6,294 | | Annual (Loss) Profit Attributable to Owners of the Company – Basic | 5,892 | 8,978 | 7,001 | 9,829 | 12,686 | Past Five Financial Years' Assets and Liabilities Summary (thousand HKD) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 586,267 | 586,300 | 630,020 | 663,240 | 713,478 | | Total Liabilities | 202,277 | 193,331 | 207,715 | 222,630 | 249,315 | | Net Assets | 383,990 | 392,969 | 422,305 | 440,610 | 464,163 | - FY2025 revenue decreased by 7.0% year-on-year, with pre-tax results shifting from profit to loss, and reported profit attributable to owners of the company turning into a loss of 8,474 thousand HKD[10] Operations and Financial Review Operations Review The Group focuses on corporate finance, asset management, advisory services, and proprietary investments, with FY2025 basic profit declining due to Hong Kong property vacancy, JPY weakness, and Japanese property redevelopment, while reported loss was primarily driven by a significant decrease in investment property fair value. - The Group's business encompasses financial advisory, compliance advisory, IPO sponsorship, special situation advisory, asset management, and investment advisory services, as well as proprietary investments in Japanese and Hong Kong real estate and securities[12] Basic Profit Attributable to Owners of the Company Basic profit (excluding fair value changes of investment properties) decreased to 5.9 million HKD in FY2025, primarily due to the vacancy of a Hong Kong investment property, the weak JPY against HKD, and lost rental income from the Tommy House Hiragishi redevelopment in Japan. Basic Profit Change (thousand HKD) | Financial Year | Basic Profit | | :--- | :--- | | 2025 | 5,900 | | 2024 | 9,000 | - Fee income from advisory, corporate finance, asset management, and consulting services remained stable, with the acquisition of Rakuyukan Kitago property in Japan increasing rental income[13] - Hong Kong investment property has been vacant since July 2024, leading to a reduction in rental income[13] - The Japanese Yen depreciated by approximately 5% against the HKD, reducing the value of income from Japanese investments[13] - The Tommy House Hiragishi redevelopment resulted in lost rental income and increased associated costs during the period[13] Reported Loss Attributable to Owners of the Company The Group recorded a net loss of 8.5 million HKD in FY2025, mainly due to a 15.1 million HKD fair value loss on investment properties, including an 11 million HKD revaluation loss from the weak Hong Kong commercial property market. Reported Profit/Loss Change (thousand HKD) | Financial Year | Reported Profit/Loss | | :--- | :--- | | 2025 | (8,500) | | 2024 | 12,600 | - Fair value loss on investment properties totaled 15.1 million HKD, primarily reflecting the weak Hong Kong commercial property market[15] - A significant revaluation loss of 11 million HKD was recorded for Hong Kong commercial units[15] - The overall valuation of the Japanese property portfolio remained stable, but the Tommy House Hiragishi redevelopment led to a fair value loss[15] Corporate Finance, Asset Management and Other Advisory Services Revenue from corporate finance, asset management, and other advisory services remained stable in FY2025, with increased regulatory-driven advisory activities offsetting a decline in special situation advisory income, and asset management revenue growing due to new fund establishments. Corporate Finance, Asset Management and Other Advisory Services Revenue Breakdown (thousand HKD) | Service Type | 2025 Revenue | 2025 % of Total | 2025 Number of Engagements | 2024 Revenue | 2024 % of Total | 2024 Number of Engagements | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Regulatory-driven | 19,402 | 89% | 99 | 16,882 | 77% | 85 | | Special Situation Advisory | 1,692 | 8% | 7 | 4,748 | 22% | 4 | | Asset Management and Other | 781 | 3% | 3 | 246 | 1% | 2 | | Total | 21,875 | 100% | 109 | 21,876 | 100% | 91 | - Regulatory-driven financial advisory work increased, with the number of active engagements rising from 85 to 99[17] - Asset management income increased, primarily due to serving as investment manager for two funds, including Nippon Fudosan Fund (NFF)[17] Proprietary Investments Proprietary investment rental income declined in FY2025, primarily affected by Hong Kong property vacancy, the Tommy House Hiragishi redevelopment in Japan, the sale of Wisteria-S, and JPY depreciation, though the average occupancy rate of the Japanese property portfolio remained stable, and Rakuyukan Kitago was acquired to mitigate some impact. Proprietary Investment Rental Income Change (thousand HKD) | Financial Year | Rental Income | | :--- | :--- | | 2025 | 26,400 | | 2024 | 30,100 | - The decline in income was mainly due to the vacancy of Hong Kong investment property, lost rental income during the Tommy House Hiragishi redevelopment, the sale of Wisteria-S, and the weakening JPY against HKD[18] - The average occupancy rate of the Japanese property portfolio remained stable at 94.9% in FY2025, despite leasing challenges at KD Shinshigai Building[21] - The acquisition of Rakuyukan Kitago in November 2024 partially offset rental income losses from other properties[19][21] - The Hong Kong Central office unit has been vacant since its lease expired in July 2024, with a valuation of 58 million HKD[23] - Nippon Fudosan Fund (NFF) was established in September 2024, with the Group subscribing to 17.11% of shares and acting as fund manager, recording a fair value loss of 100 thousand HKD and an exchange loss of 200 thousand HKD on the investment[25] Financial Review In FY2025, the Group's revenue decreased by 7.0%, primarily due to reduced rental income from proprietary investments, coupled with a net decrease of 15.1 million HKD in investment property fair value and a 3.9% increase in administrative and operating expenses, resulting in an annual loss of 7.8 million HKD, an increase in net current liabilities, and a rise in the gearing ratio to 40.9%. Review of Operating Results FY2025 revenue decreased by 7.0% to 48.3 million HKD, mainly due to reduced rental income from proprietary investments; corporate finance and asset management services revenue remained stable, but a net decrease of 15.1 million HKD in investment property fair value and a 3.9% increase in administrative and operating expenses ultimately led to an annual loss of 7.8 million HKD. Revenue Change (thousand HKD) | Financial Year | Revenue | | :--- | :--- | | 2025 | 48,300 | | 2024 | 51,983 | - Proprietary investment segment revenue declined, with rental income decreasing by 12.2% from 30.1 million HKD to 26.4 million HKD[28] - Corporate finance, asset management, and other advisory services revenue remained stable, with the number of regulatory-driven financial advisory engagements increasing to 99[29] - Rental income from the Hong Kong office unit decreased from 1.5 million HKD to 400 thousand HKD due to vacancy[30] - Japanese rental income decreased by 4.2% in JPY terms and 9.4% in HKD terms, affected by a 5.0% depreciation of JPY against HKD[30] - Net decrease in investment property fair value of 15.1 million HKD, primarily due to the weak Hong Kong office market and cautious valuation of Tommy House Hiragishi redevelopment[32] - Property expenses increased by 2.3%, mainly due to compensation and demolition costs incurred for the Tommy House Hiragishi redevelopment[33] - Administrative and operating expenses increased by 3.9% to 24.9 million HKD, primarily due to increased staff remuneration and exchange losses[34] - Finance costs decreased to 4.4 million HKD, partly due to the conversion of Hong Kong HKD borrowings to lower-interest JPY borrowings and the impact of JPY depreciation[36] Annual (Loss) Profit and Basic Profit (thousand HKD) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Annual (Loss) Profit Attributable to Owners of the Company | (8,474) | 12,626 | | Exclude: Net decrease (increase) in fair value of investment properties | 15,182 | (5,627) | | Less: Deferred tax paid | (816) | 1,979 | | Adjusted Annual Profit Attributable to Owners of the Company | 5,892 | 8,978 | Liquidity, Financial Resources and Capital Structure The Group's net current liabilities increased to 21 million HKD in FY2025, with the current ratio decreasing to 0.7 times and the gearing ratio rising to 40.9%; cash and bank balances remained sufficient, and total bank borrowings increased, mainly for Japanese property acquisitions and redevelopment projects. Liquidity and Capital Structure Indicators (thousand HKD) | Indicator | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Current Assets | 54,752 | 59,007 | | Current Liabilities | 75,745 | 74,363 | | Current Ratio (times) | 0.7 | 0.8 | | Total Debt | 157,192 | 146,700 | | Total Equity | 383,990 | 392,969 | | Gearing Ratio (%) | 40.9 | 37.3 | - Net current liabilities increased to 21 million HKD, primarily due to a decrease in current assets and a slight increase in current liabilities[42] - Total cash and bank balances exceeded 51.2 million HKD, sufficient to cover total Hong Kong bank borrowings[43] - The depreciation of JPY against HKD resulted in a reduction in JPY-denominated assets and liabilities when translated to HKD[46] - Total bank borrowings increased to 157.2 million HKD, mainly due to new loans drawn in Japan for the acquisition of Rakuyukan Kitago and the Tommy House Hiragishi redevelopment[49] - Basic interest coverage ratio decreased from 3.7 times to 3.1 times[50] - Two properties in Hong Kong and most Japanese properties are pledged to banks and financial institutions as collateral for loans[51] Capital Commitments As of March 31, 2025, the Group's contracted but unprovided capital commitments primarily relate to capital expenditure for the construction of investment properties under redevelopment, amounting to 9.76 million HKD. Capital Commitments (thousand HKD) | Item | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Capital expenditure for acquisition of investment properties | – | 8,375 | | Capital expenditure for construction of investment properties under redevelopment | 9,760 | – | - Capital expenditure for the construction of investment properties as of March 31, 2025, relates to the redevelopment of Tommy House Hiragishi[53] Post-Reporting Period Events Subsequent to the reporting period, the company repurchased and cancelled 590,000 ordinary shares for a total consideration of 64,000 HKD, reducing the number of issued shares to 828,420,000. - The company repurchased 590,000 ordinary shares for a total consideration of 64,000 HKD[57] - The repurchased shares were cancelled on June 16, 2025, reducing the number of issued and fully paid ordinary shares to 828,420,000[57] Key Risks and Uncertainties The Group faces multiple risks, including volatility in corporate finance business performance, reliance on key management, challenges in talent recruitment and retention, regulatory compliance risks, and the impact of economic and exchange rate fluctuations on property income and values in proprietary investments. - Corporate finance, asset management, and advisory businesses face financial performance volatility due to project nature and reliance on executive and senior management[59] - Risks exist in retaining and recruiting licensed personnel, and non-compliance with or changes in regulatory requirements may affect business operations and financial results[59] - In proprietary investment activities, property income and value may be adversely affected by economic downturns, tenant payment timeliness, property damage and maintenance, JPY exchange rate fluctuations, and changes in Japanese laws and regulations[59] Outlook and Strategies The Group anticipates a continued sluggish IPO SME sector but will leverage its strengths in independent financial advisory to secure more regulatory-driven consulting mandates, while expanding asset management services, adopting a flexible leasing strategy for Hong Kong office properties, and expecting stability in the Japanese residential property portfolio. - The IPO SME sector is expected to remain sluggish, but the Group will leverage its track record as a leading independent financial advisor to secure more regulatory-driven advisory engagements[60] - The Group will continue to strengthen regulatory-driven advisory services, asset management services providing more stable recurring fee income, and high-margin special situation advisory work[61] - A flexible rental and rent-free period strategy will be adopted for the Hong Kong Central office unit to attract tenants, with an intention for long-term holding[62] - The Japanese investment portfolio will continue to be optimized, with active tenant recruitment for Tommy House Hiragishi upon completion, KD Shinshigai Building fully leased, and the residential property portfolio expected to remain stable[63][64] Corporate Governance Report Introduction The company is committed to establishing and maintaining sound corporate governance practices to achieve high standards of corporate governance, maximizing shareholder value while considering the overall interests of other stakeholders. - The company aims to establish and maintain sound corporate governance practices and is committed to achieving high standards of corporate governance[66] - The objective is to maximize shareholder value while considering the overall interests of other stakeholders[66] Corporate Governance Practices The company adopted and complied with the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules for FY2025, ensuring its governance aligns with relevant regulations. - The company adopted and complied with the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules for FY2025[67] Code for Securities Transactions by Directors The company adopted a code of conduct for directors' securities transactions as required by the GEM Listing Rules, and all directors confirmed full compliance during FY2025 with no breaches. - The company adopted the required standards of dealing set out in Rules 5.48 to 5.67 of the GEM Listing Rules as its code of conduct for directors' securities transactions[68] - All directors confirmed full compliance with the code of conduct during FY2025, with no breaches[68] Board of Directors The Board of Directors, composed of three executive and three independent non-executive directors, oversees the Group's overall management and strategic planning, ensuring actions are in the best interests of shareholders, and the company has purchased directors' and officers' liability insurance. - The Board of Directors consists of three executive directors and three independent non-executive directors, ensuring independence in decision-making[69][72] - The Board is responsible for overall development, strategic planning, review and monitoring of business performance, approval of financial statements, internal control, and risk management[70] - The company has purchased directors' and officers' liability insurance, covering legal litigation liabilities[71] - Chairman Mr. Yip Tin Chi is responsible for leading the Board and daily management of the Group's business, while Executive Directors Mr. Tsang Hin Pui and Ms. Leung Cheuk Yin are responsible for overall development and strategic planning[72] Independent Non-Executive Directors The company appointed three independent non-executive directors, comprising over one-third of the Board, with one possessing professional accounting or financial management expertise; all independent non-executive directors confirmed their independence and complied with GEM Listing Rules guidelines. - The company appointed three independent non-executive directors, comprising over one-third of the Board, with one possessing appropriate professional qualifications or expertise in accounting or related financial management[74] - All independent non-executive directors confirmed their independence in accordance with Rule 5.09 of the GEM Listing Rules and are considered independent by the company[74] Board Committees The Board established three committees—Audit, Remuneration, and Nomination—to oversee specific matters, each adequately resourced and reporting regularly to the Board; the Audit Committee handles financial reporting and internal control, the Remuneration Committee manages compensation policies, and the Nomination Committee addresses board structure and diversity. - The Board established an Audit Committee, a Remuneration Committee, and a Nomination Committee to oversee specific aspects of the Group's affairs[75] - All Board committees are provided with sufficient resources to discharge their duties and may seek independent professional advice when reasonably required[75] Corporate Governance Functions The Board is responsible for formulating and reviewing corporate governance policies, overseeing director and senior management training, reviewing compliance policies and codes of conduct, and monitoring adherence to the corporate governance code. - The Board is responsible for formulating and reviewing corporate governance policies and practices, and overseeing the training and continuous professional development of directors and senior management[77] - Reviewing and monitoring the Group's policies and practices on compliance with legal and regulatory requirements, as well as codes of conduct and compliance manuals applicable to employees and directors[77] - The Board reviewed and was satisfied with its effectiveness in FY2025[76] Audit Committee The Audit Committee, composed of three independent non-executive directors and chaired by Mr. Chan Sun Kwong, is primarily responsible for reviewing relationships with external auditors, scrutinizing financial statements, overseeing internal control and risk management systems, and monitoring ESG reporting. - The Audit Committee comprises three independent non-executive directors, with Mr. Chan Sun Kwong as Chairman, possessing the professional qualifications required by the GEM Listing Rules[78] - Key responsibilities include reviewing the relationship with external auditors, scrutinizing financial statements, overseeing internal control and risk management systems, and monitoring climate-related and other ESG reports and disclosures[78] - In FY2025, the committee reviewed unaudited and audited financial statements, the effectiveness of internal controls, and ESG reports[80] Remuneration Committee The Remuneration Committee, comprising one executive director and three independent non-executive directors and chaired by Mr. Lee Shu Yin, is primarily responsible for reviewing and recommending to the Board the overall remuneration policy and structure for directors, senior management, and general employees, and determining performance-based remuneration. - The Remuneration Committee comprises Executive Director Mr. Yip Tin Chi and three independent non-executive directors, with Mr. Lee Shu Yin as Chairman[82] - Key responsibilities include reviewing and recommending to the Board the overall remuneration policy and structure for all directors, senior management, and general employees, and determining performance-based remuneration[82] - In FY2025, the committee deliberated on bonus payments and remuneration packages for directors and senior management, and reviewed remuneration policies and share awards[82] Nomination Committee The Nomination Committee, comprising one executive director and three independent non-executive directors and chaired by Mr. Chiu Tin Ngok, is primarily responsible for regularly reviewing the Board's structure, size, composition, and diversity, identifying qualified candidates, and assessing the independence of independent non-executive directors. - The Nomination Committee comprises Executive Director Mr. Yip Tin Chi and three independent non-executive directors, with Mr. Chiu Tin Ngok as Chairman[85] - Key responsibilities include regularly reviewing the Board's structure, size, composition, and diversity, identifying qualified candidates, and assessing the independence of independent non-executive directors[84] - In FY2025, the committee deliberated on director retirement and re-election, assessment of independent non-executive directors' independence, and the Board diversity policy[85] Nomination Policy The nomination policy is based on objective criteria, including gender, age, cultural and educational background, professional experience, and considers the benefits of board diversity to ensure a broad and suitable composition of board members. - Nominations are based on objective criteria, including gender, age, cultural and educational background, professional experience, integrity, and reputation, with careful consideration of the benefits of diversity[86] Board Diversity The Board adopted a diversity policy, and its composition reflects differences in skills, regional and industry experience, background, gender, and other qualities; currently, the Board consists of five male and one female member, which the Nomination Committee deems sufficiently diverse without setting measurable targets. - The Board adopted a diversity policy, and its composition reflects differences in skills, regional and industry experience, background, gender, and other qualities[87] - Currently, the Board comprises five male members and one female member, which the Nomination Committee considers sufficiently diverse, without setting measurable targets[87] Workforce Diversity In FY2025, male employees constituted 44.4% and female employees 55.6% of the Group's total workforce, a gender ratio considered reasonable by the company. - In FY2025, male employees constituted 44.4% and female employees 55.6% of the Group's total workforce[88] Terms of Appointment and Re-election of Directors Service agreements for executive directors and letters of appointment for independent non-executive directors are for an initial three-year term, continuing thereafter, and directors are subject to retirement by rotation at least once every three years as per the company's articles of association. - Executive directors' service agreements are for an initial term of three years, continuing thereafter, terminable with not less than three months' written notice[90] - Independent non-executive directors' letters of appointment are for a term of three years, continuing thereafter, terminable with at least three months' written notice[90] - In accordance with the company's articles of association, one-third of the directors (or the number closest to but not less than one-third) must retire by rotation, with each director retiring at least once every three years[90] Board Meetings The Board holds at least four meetings annually to ensure active director participation, with the Company Secretary facilitating meeting processes and communication among directors, who can also seek independent professional advice. - The Board holds at least four meetings annually, approximately once per quarter, requiring active participation from directors[91] - The Company Secretary is responsible for facilitating Board proceedings and communication among Board members[91] - Directors with conflicts of interest or material interests in matters under discussion will not be counted in the quorum and will abstain from voting[91] Shareholders' Meetings The company's most recent shareholders' meeting was held on August 8, 2024, providing a platform for communication between the Board and shareholders, with good attendance from Board members. - The most recent shareholders' meeting was held on August 8, 2024, providing an occasion for communication between the Board and shareholders[93] Training and Continuous Professional Development for Directors and Company Secretary All directors participate in continuous professional development training to update their knowledge and skills, ensuring relevant contributions to the Board, and Company Secretary Mr. Tam Ho Kei also complied with relevant training requirements. - All directors participate in continuous professional development, covering topics such as the Corporate Governance Code and ongoing responsibilities of GEM listed companies and directors[94] - Company Secretary Mr. Tam Ho Kei complied with the relevant training requirements under Rule 5.15 of the GEM Listing Rules[94] Auditor's Remuneration In FY2025, the Group's total remuneration paid/payable to the auditor amounted to 733,000 HKD, comprising 680,000 HKD for audit services and 53,000 HKD for non-audit services. Auditor's Remuneration (HKD) | Services Provided | Amount | | :--- | :--- | | Audit Services | 680,000 | | Non-Audit Services | 53,000 | | Total | 733,000 | - Non-audit services include tax-related services and other services[95] Directors' Responsibilities for Financial Statements The Board is responsible for preparing financial statements that give a true and fair view of the Group's affairs, adopting appropriate accounting policies and the going concern basis, while external auditors are responsible for expressing an independent opinion on these statements. - Directors are aware of their responsibility to prepare financial statements for FY2025 that give a true and fair view of the Group's affairs[98] - The Board selected and consistently applied appropriate accounting policies, making fair and reasonable judgments and estimates[98] - Directors continue to adopt the going concern basis for preparing consolidated financial statements, as no material uncertainties were identified[98] - The external auditor's responsibility is to express an independent opinion on the consolidated financial statements prepared by the Board, based on their audit work[98] Remuneration of Executive Directors and Senior Management Details of the Group's executive directors' and senior management's remuneration are disclosed, with the majority of compensation falling between 1,000,001 HKD and 2,000,000 HKD. Remuneration Distribution of Executive Directors and Senior Management (HKD) | Remuneration Range | Number of Individuals | | :--- | :--- | | HKD 0 to HKD 1,000,000 | 2 | | HKD 1,000,001 to HKD 2,000,000 | 4 | | HKD 2,000,001 to HKD 2,500,000 | 1 | | Total | 7 | Shareholders' Rights and Investor Relations The company holds annual general meetings and provides updated information via its website to facilitate communication with shareholders, who can request extraordinary general meetings, and the company has established dividend and shareholder communication policies. - The company holds annual general meetings to provide a forum for communication between the Board and shareholders, and provides updated information on its website[102] - Shareholders holding not less than one-tenth of the paid-up share capital have the right to request an extraordinary general meeting to address any matters specified in the notice[102] - The company's dividend policy aims to balance capital required for business development with shareholder returns, considering the Group's financial position, operations, liquidity, and future cash needs[104] - The company established a shareholder communication policy, which was reviewed for implementation and effectiveness in FY2025 and deemed properly executed and effective[106] Risk Management and Internal Control The Board is responsible for ensuring sound and effective risk management and internal control systems, which were annually reviewed in FY2025 and deemed adequate and effective; the company has engaged an independent internal control consultant to perform internal audit functions. - The Board is responsible for ensuring the maintenance of sound and effective risk management and internal control systems to safeguard shareholders' interests[109] - In FY2025, the Board conducted an annual review of the effectiveness of the risk management and internal control systems, deeming them adequate and effective[109] - The Group engaged an independent internal control consultant to review the effectiveness of internal control systems and perform internal audit functions, reporting directly to the Audit Committee[109] Inside Information The company incorporated procedures and internal controls for handling and disseminating inside information into its compliance manual, ensuring prompt disclosure in accordance with the Securities and Futures Ordinance and GEM Listing Rules. - The company incorporated procedures and internal controls for handling and disseminating inside information into its compliance manual[110] - This ensures disclosure of inside information as soon as reasonably practicable in accordance with the Securities and Futures Ordinance and GEM Listing Rules[110] Biographical Details of Directors and Senior Management Executive Directors Mr. Yip Tin Chi, Chairman of the Group, leads the management team, drives industry expansion, and maintains key stakeholder relationships, holding SFC licenses for various regulated activities; Mr. Tsang Hin Pui assists the Chairman with investor relations and new project initiation; Ms. Leung Cheuk Yin oversees compliance and is responsible for revenue-generating projects. - Mr. Yip Tin Chi (aged 62) founded the Group in September 2000, responsible for leading the management team, industry expansion, and maintaining key stakeholder relationships[113] - Mr. Yip is licensed by the SFC as a Responsible Officer for regulated activities including dealing in securities, advising on securities, advising on corporate finance, and asset management[114] - Mr. Tsang Hin Pui (aged 53) joined the Group in February 2001, assisting the Chairman with investor relations, new project initiation, and overseeing project execution[116] - Ms. Leung Cheuk Yin (aged 60) was appointed as a Director in March 2016, overseeing the Group's compliance matters and responsible for initiating revenue-generating projects and supervising the execution of fee-generating projects[117] Independent Non-Executive Directors Mr. Chiu Tin Ngok, Mr. Chan Sun Kwong, and Mr. Lee Shu Yin serve as independent non-executive directors, bringing extensive experience in law, accounting and corporate governance, and real estate and finance, respectively, providing professional advice to the Board. - Mr. Chiu Tin Ngok (aged 70) is the Chairman of the Nomination Committee and a member of the Audit and Remuneration Committees, with over thirty years of experience in the legal field[120] - Mr. Chan Sun Kwong (aged 58) is the Chairman of the Audit Committee and a member of the Remuneration and Nomination Committees, with over 30 years of experience in accounting, auditing, banking, company secretarial, and corporate governance[120] - Mr. Lee Shu Yin (aged 58) is the Chairman of the Remuneration Committee and a member of the Nomination and Audit Committees, with over twenty years of experience in real estate, corporate finance, investment, and management[121] Relationship Disclosure Except for Executive Director Mr. Yip and Senior Management Ms. Ho, who are spouses, all directors and senior management are independent of each other and have no other relationships. - Executive Director Mr. Yip and Senior Management Ms. Ho are spouses[123] - Other than this, all directors and senior management are independent of each other and have no other relationships[123] Senior Management Senior management includes Ms. Ho Suk Yee (supporting investment strategy and investor management), Ms. Yau Wing Pui (assisting in overall strategy and driving strategic initiatives), Mr. Tam Ho Kei (Company Secretary, supporting Japanese real estate investment strategy and talent development), and Ms. Yeung Suet Ling (Financial Controller, overseeing finance and accounting functions). - Ms. Ho Suk Yee (aged 61) supports the Group Chairman in formulating investment strategies and advises on investor management, with 31 years of experience in the financial industry[124] - Ms. Yau Wing Pui (aged 36) assists the Chairman in formulating overall strategy, driving strategic initiatives, leading deal origination, and overseeing project execution[127] - Mr. Tam Ho Kei (aged 40) has served as Company Secretary since February 14, 2025, supporting Japanese real estate investment strategy and talent development[128] - Ms. Yeung Suet Ling (aged 33) joined the Group in April 2025 as Financial Controller, responsible for overseeing finance and accounting functions[128] Directors' Report Principal Activities The company's principal business is investment holding, with the Group primarily engaged in providing corporate finance and other advisory services, as well as proprietary investments; there were no significant changes in the nature of the Group's principal activities in FY2025. - The company's principal business is investment holding, with the Group primarily engaged in providing corporate finance and other advisory services, as well as proprietary investments[132] - There were no significant changes in the nature of the Group's principal activities in FY2025[132] Results and Dividends The Board recommends a final dividend of 0.08 HK cents per ordinary share for FY2025, totaling 663,000 HKD, and an interim dividend of 0.08 HK cents per share was paid on January 17, 2025. - The Board recommends a final dividend of 0.08 HK cents per ordinary share for FY2025 (FY2024: 0.08 HK cents), totaling 663,000 HKD[135] - An interim dividend of 0.08 HK cents per ordinary share for the six months ended September 30, 2024, was paid on January 17, 2025[135] Annual General Meeting and Closure of Register of Members The upcoming Annual General Meeting will be held on August 8, 2025; to determine shareholders' rights to attend and vote, the share transfer register will be closed from August 4 to August 8, 2025, and to qualify for the proposed final dividend, it will be closed from September 1 to September 4, 2025. - The upcoming Annual General Meeting will be held at 11:00 a.m. on Friday, August 8, 2025[137] - To determine shareholders' rights to attend and vote, the share transfer register will be closed from Monday, August 4, 2025, to Friday, August 8, 2025[137] - To qualify for the proposed final dividend, the share transfer register will be closed from Monday, September 1, 2025, to Thursday, September 4, 2025[138] Distributable Reserves As of March 31, 2025, the company's distributable reserves amounted to 91.3 million HKD, a slight increase from 90.9 million HKD in 2024. Distributable Reserves (thousand HKD) | Financial Year | Distributable Reserves | | :--- | :--- | | 2025 | 91,300 | | 2024 | 90,900 | Purchase, Sale or Redemption of the Company's Listed Securities In FY2025, the company repurchased 1,250,000 ordinary shares on the Stock Exchange for a total consideration of 136,000 HKD, which were cancelled on October 31, 2024, aiming to enhance net asset value per share and/or earnings per share. FY2025 Share Repurchase Details (thousand HKD) | Month | Number of Ordinary Shares Repurchased | Highest Price Paid Per Share (HKD) | Lowest Price Paid Per Share (HKD) | Total Consideration Paid (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | August 2024 | 390,000 | 0.11 | 0.105 | 42 | | September 2024 | 630,000 | 0.11 | 0.106 | 69 | | October 2024 | 230,000 | 0.11 | 0.109 | 25 | | Total | 1,250,000 | | | 136 | - Share repurchases aim to enhance net asset value per share and/or earnings per share, benefiting the company and shareholders as a whole[150] - The repurchased shares were cancelled on October 31, 2024, with the total consideration of 136,000 HKD paid from the company's reserves[150] Directors The Board of Directors includes Executive Directors Mr. Yip Tin Chi, Mr. Tsang Hin Pui, Ms. Leung Cheuk Yin, and Independent Non-Executive Directors Mr. Chiu Tin Ngok, Mr. Chan Sun Kwong, Mr. Lee Shu Yin; Ms. Leung Cheuk Yin and Mr. Chan Sun Kwong will retire by rotation and offer themselves for re-election at the upcoming Annual General Meeting. - The Board of Directors comprises three executive directors and three independent non-executive directors[152] - Ms. Leung Cheuk Yin and Mr. Chan Sun Kwong will retire by rotation and offer themselves for re-election at the upcoming Annual General Meeting[152] - The company received annual independence confirmations from each independent non-executive director in accordance with Rule 5.09 of the GEM Listing Rules[153] Directors' Service Contracts Executive directors' service contracts are for an initial three-year term, continuing thereafter, terminable with three months' written notice; independent non-executive directors' letters of appointment are also for a three-year term, continuing thereafter, terminable with three months' written notice, and no director has a service agreement not terminable within one year without compensation. - Executive directors' service contracts are for an initial term of three years, continuing thereafter, terminable with not less than three months' written notice[155] - Independent non-executive directors' letters of appointment are for a term of three years, continuing thereafter, terminable with at least three months' written notice[155] - No director proposed for re-election at the Annual General Meeting has entered into a service agreement with the company that is not terminable within one year without payment of compensation[155] Contractual Arrangements The Group utilizes the tokumei kumiai (TK) structure for its Japanese property investments, a contractual arrangement defined under Japanese commercial law, primarily for tax benefits, non-recourse loan advantages, control over property acquisition and disposal, and limited legal liability. - The Group utilizes the tokumei kumiai (TK) structure for its Japanese property investments, which is a contractual arrangement defined under Japanese commercial law[159] - The TK structure is primarily used for tax benefits, non-recourse loan advantages, control over property acquisition and disposal, and limited legal liability[159] Employees and Remuneration Policy As of March 31, 2025, the Group had 18 employees; the remuneration policy considers duties, experience, skills, and Group performance, benchmarked against market levels, offering benefits such as monthly salary, discretionary bonuses, share awards, provident fund contributions, and medical insurance. - As of March 31, 2025, the Group had 18 employees[161] - The remuneration policy considers the duties, responsibilities, experience, skills, time commitment, and performance of the Group for directors or senior management members, and is benchmarked against remuneration paid by comparable companies[161] - Employee benefits include monthly salary, discretionary bonuses, share awards, provident fund contributions, medical insurance, and other allowances[161] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations As of March 31, 2025, Mr. Yip held 67.21% of the company's shares through a trust beneficiary interest, while Mr. Tsang and Ms. Leung also held beneficial shares; Mr. Yip was also deemed to have interests in associated corporations KHHL, I Corporation, and Residence Motoki Investment Limited. Directors' Interests or Short Positions in the Company's Shares (As at March 31, 2025) | Director's Name | Capacity and Nature of Interest | Number of Shares Interested (L) | Approximate Percentage of Total Issued Share Capital of the Company (%) | | :--- | :--- | :--- | :--- | | Mr. Yip | Beneficiary of a trust | 557,200,000 | 67.21 | | | Beneficial owner | 1,250,000 | 0.15 | | | Spouse's interest | 1,250,000 | 0.15 | | Mr. Tsang | Beneficial owner | 22,400,000 | 2.70 | | Ms. Leung | Beneficial owner | 9,400,000 | 1.13 | Directors' Interests in Associated Corporations of the Company (As at March 31, 2025) | Name | Name of Associated Corporation | Capacity and Nature of Interest | Number of Shares Interested (L) | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | :--- | | Mr. Yip | KHHL | Beneficiary of a trust | 204 | 80.0 | | | I Corporation | Spouse's interest | 14 | 20.0 | | | Residence Motoki Investment Limited | Spouse's interest | 648 | 10.8 | | Ms. Leung | Residence Motoki Investment Limited | Beneficial owner | 20 | 0.33 | | Mr. Tsang | Residence Motoki Investment Limited | Beneficial owner | 10 | 0.17 | Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company and Interests in Other Group Entities As of March 31, 2025, Flying Castle Limited, KHHL, the Trustee, Ms. Chan, Mr. Yip, and Ms. Yip were deemed to have interests in approximately 67.21% of the company's shares; Ms. Ho held approximately 67.36% of shares through spouse's interest; and Yuanta Asia Investment Limited held 5.34% of shares. Substantial Shareholders' Interests or Short Positions in the Company's Shares (As at March 31, 2025) | Shareholder Name/Name | Capacity and Nature of Interest | Number of Shares Interested (L) | Approximate Percentage of Total Issued Share Capital of the Company (%) | | :--- | :--- | :--- | :--- | | Flying Castle Limited | Beneficial owner | 557,200,000 | 67.21 | | KHHL | Interest of controlled corporation | 557,200,000 | 67.21 | | Trustee | Trustee | 557,200,000 | 67.21 | | Ms. Chan | Founder of a discretionary trust | 557,200,000 | 67.21 | | | Beneficial owner | 1,250,000 | 0.15 | | Mr. Yip | Beneficiary of a trust | 557,200,000 | 67.21 | | | Beneficial owner | 1,250,000 | 0.15 | | | Spouse's interest | 1,250,000 | 0.15 | | Ms. Yip | Beneficiary of a trust | 557,200,000 | 67.21 | | | Beneficial owner | 1,250,000 | 0.15 | | Ms. Ho | Spouse's interest | 558,450,000 | 67.36 | | | Beneficial owner | 1,250,000 | 0.15 | | Yuanta Asia Investment Limited | Beneficial owner | 44,250,000 | 5.34 | Substantial Shareholders' Interests or Short Positions in Other Group Entities (As at March 31, 2025) | Shareholder Name | Name of Group Entity | Capacity and Nature of Interest | Number of Shares Interested (L) | Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | :--- | | Ms. Ho | I Corporation | Beneficial owner | 14 | 20.0 | | | Residence | Beneficial owner | 648 | 10.8 | | Mr. Sze Hei Lai | Smart Tact Property Investment Limited | Beneficial owner | 922 | 10.0 | | | Residence | Beneficial owner | 600 | 10.0 | | | Lynton Gate Limited | Beneficial owner | 1 | 10.0 | | | EXE Rise Shimodori Investor Limited | Beneficial owner | 12 | 10.0 | Share Scheme The company adopted a share scheme in 2023 to recognize and reward employee contributions, and to attract, retain, and motivate talent; in FY2025, 8,740,000 share awards were granted, and a grant of 3,000,000 share awards to two executive directors is proposed. - The 2023 Share Scheme aims to recognize and reward past contributions of Group employees, and to attract, retain, and motivate employees[173] - The maximum number of shares that can be issued under the scheme shall not exceed 81,250,000 shares (10% of issued shares at adoption date)[173] - As of the report date, the total number of shares available for issue under the 2023 Share Scheme is 55,990,000 shares, representing approximately 6.8% of the issued shares[173] - The vesting period for share options or share awards should generally not be less than 12 months[175] Share Awards In FY2025, the company granted 8,740,000 share awards and vested 10,960,000 shares under the 2023 Share Scheme; as of March 31, 2025, 5,800,000 share awards remained unvested. FY2025 Share Award Movements (number of shares) | Item | 2025 | | :--- | :--- | | Outstanding at April 1 | 8,640,000 | | Granted during the year | 8,740,000 | | Vested during the year | (10,960,000) | | Forfeited during the year | (620,000) | | Outstanding at March 31 | 5,800,000 | - In FY2025, a total of 8,740,000 share awards were granted, and 10,960,000 shares vested[180][181] - As of March 31, 2025, the number of shares available for grant under the 2023 Share Scheme was 58,990,000[181] Proposed Grant of Share Awards to Executive Directors under the 2023 Share Scheme The company proposes to award 1,500,000 shares each to Executive Directors Mr. Tsang Hin Pui and Ms. Leung Cheuk Yin, totaling 3,000,000 shares, as an incentive bonus, to be vested in tranches, subject to independent shareholders' approval. Proposed Share Award Details to Executive Directors (number of shares) | Grantee Name | Position in the Company | Total Shares Awarded | Vested on August 31, 2025 | Vested on January 31, 2026 | | :--- | :--- | :--- | :--- | :--- | | Mr. Tsang Hin Pui | Executive Director | 1,500,000 | 500,000 | 1,000,000 | | Ms. Leung Cheuk Yin | Executive Director | 1,500,000 | 500,000 | 1,000,000 | | Total | | 3,000,000 | 1,000,000 | 2,000,000 | - A total of 3,000,000 shares are proposed to be awarded to two executive directors (Mr. Tsang Hin Pui and Ms. Leung Cheuk Yin) as an incentive bonus[182] - The proposed grant was approved by independent non-executive directors on January 21, 2025, but is subject to approval by independent shareholders at the upcoming Annual General Meeting[185] Non-Competition Undertaking The controlling shareholders entered into a non-competition undertaking on September 26, 2016, pledging not to directly or indirectly engage in any business competing with the Group's operations, and independent non-executive directors confirmed that the controlling shareholders have fulfilled all commitments. - The controlling shareholders (KHHL, Ms. Chan, Mr. Yip, and Ms. Yip) entered into a non-competition undertaking, pledging not to directly or indirectly engage in any business competing with the Group's operations[189] - Independent non-executive directors reviewed and confirmed that, as of the report date, the controlling shareholders have fulfilled all commitments made under the non-competition undertaking[189] Loan Agreement with Covenants Related to Controlling Shareholder's Specific Performance The Group entered into a loan agreement with Dah Sing Bank Limited containing specific performance covenants from the controlling shareholder, requiring Mr. Yip to remain as Chairman of the Board and control management and business, and maintain his beneficial interest in the company at no less than 60.0%. - The Group entered into a loan agreement with Dah Sing Bank Limited, which includes specific performance covenants from the controlling shareholder[190] - The covenants require Mr. Yip to remain as Chairman of the Board and continue to control the company's management and business[190] - Mr. Yip's beneficial interest in the company should be maintained at no less than 60.0%[190] Major Customers In FY2025, the Group's top five customers were all corporate finance, asset management, and other advisory services clients, collectively accounting for 12.1% of total revenue, with the largest customer contributing 4.2% of total revenue. Major Customer Contribution (thousand HKD) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total revenue from top five customers | 5,800 | 8,600 | | Percentage of total revenue from top five customers | 12.1% | 16.6% | | Total revenue from largest customer | 2,000 | - | | Percentage of total revenue from largest customer | 4.2% | - | - Major customers are all clients of corporate finance, asset management, and other advisory services[191] - No director, their close associates, or any shareholder holding more than 5.0% of the company's share capital had any interest in the Group's aforementioned customers[191] Major Tenants and Suppliers The Group leases properties to individuals and corporations in Japan and Hong Kong; in FY2025, rental income from Hong Kong office units accounted for approximately 0.7% of total revenue, and the Group engages Japanese property and asset managers, with the largest supplier accounting for approximately 7.0% of property expenses. - In FY2025, rental income from Hong Kong office units accounted for approximately 0.7% of total revenue (FY2024: 2.8%), with the lease agreement expiring in July 2024 and the property becoming vacant[193] - The Group engages Japanese property and asset managers, with the largest supplier's service fees accounting for approximately 7.0% of property expenses (FY2024: 5.7%)[193] - No director, their close associates, or any shareholder holding more than 5.0% of the company's share capital had any interest in the Group's aforementioned tenants and suppliers[193] Post-Reporting Period Events Subsequent to the reporting period, the company repurchased and cancelled 590,000 ordinary shares for a total consideration of 64,000 HKD, reducing the number of issued shares to 828,420,000. - The company repurchased 590,000 ordinary shares for a total consideration of 64,000 HKD[195] - The repurchased shares were cancelled on June 16, 2025, reducing the number of issued and fully paid ordinary shares to 828,420,000[195] Independent Auditor's Report Opinion The auditor believes that the consolidated financial statements truly and fairly reflect the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance. - The auditor believes the consolidated financial statements truly and fairly reflect the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards[202] - The consolidated financial statements have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[202] Key Audit Matters The auditor identified the valuation of investment properties as a key audit matter due to its significant impact on the consolidated financial statements and reliance on significant judgments and assumptions, questioning the valuation process, methodology, key assumptions, and accuracy of input data. - The valuation of investment properties was identified as a key audit matter due to its significant impact on the consolidated financial statements and reliance on significant judgments and assumptions[206] - The auditor challenged the valuation process, the valuation methods used, and the reasonableness of key assumptions (including capitalization rates, recent market transactions, rents, and occupancy rates)[206] - The auditor sampled and checked the accuracy and relevance of the input data used[206] Responsibilities of the Directors and Those Charged with Governance for the Consolidated Financial Statements The company's directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards, implementing necessary internal controls to prevent material misstatement, and assessing the Group's ability to continue as a going concern. - The company's directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards[210] - Directors are responsible for implementing necessary internal controls to ensure the preparation of consolidated financial statements free from material misstatement, whether due to fraud or error[210] - Directors are also required to assess the Group's ability to continue as a going concern and disclose related matters[210] Auditor's Responsibilities for the Audit of the Consolidated Financial Statements The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement, exercising professional judgment and skepticism, identifying and assessing risks, understanding internal controls, evaluating accounting policies and estimates, and concluding on the going concern ability. - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error[212] - The auditor exercises professional judgment, maintains professional skepticism, identifies and assesses risks of material misstatement, and designs and performs audit procedures to respond to those risks[212] - The auditor evaluates the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures[216] - The auditor concludes on the appropriateness of the directors' use of the going concern basis of accounting and whether a material unc