域能控股(00442) - 2025 - 年度财报

Corporate Information Corporate Structure and Key Personnel The board of directors of Domain Energy Holdings Limited comprises two executive, two non-executive, and three independent non-executive directors, with Dr. Su Shu-hui as Chairman and Mr. Tse Kei-cheung as CEO - The Board of Directors consists of seven directors, including two executive directors, two non-executive directors, and three independent non-executive directors[7][40][45] - Dr. Su Shu-hui serves as Chairman and Executive Director, while Mr. Tse Kei-cheung serves as Chief Executive Officer[7][41][43][46][47] - The Audit, Remuneration, and Nomination Committees include independent non-executive directors, ensuring corporate governance independence[8][10] - Ernst & Young is the company's auditor, with principal bankers including Bank of Communications (Hong Kong), Bank of China (Hong Kong), and The Hongkong and Shanghai Banking Corporation[9][10][12][13] Financial Highlights Key Financial Metrics for FY2025 For the year ended March 31, 2025, revenue decreased by 18.2% to HKD 185.5 million, gross profit fell by 36.9% to HKD 1.9 million, and gross margin declined to 1.0%, while loss attributable to owners significantly narrowed by 53.2% to HKD 8.3 million, and basic loss per share decreased by 60% to HKD 0.04, with no final dividend recommended FY2025 Key Financial Data | Indicator | 2025 (HKD million) | 2024 (HKD million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 185.5 | 226.8 | -18.2% | | Gross Profit | 1.9 | 3.0 | -36.9% | | Gross Margin | 1.0% | 1.3% | -0.3pp | | Loss Attributable to Owners | (8.3) | (17.7) | -53.2% | | Basic Loss Per Share | (0.04) | (0.10) | -60.0% | - The Board does not recommend a final dividend for the year ended March 31, 2025[19] Chairman's Statement FY2025 Performance Overview For the year ended March 31, 2025, the Group's revenue was approximately HKD 185.5 million, an 18.2% year-on-year decrease, with gross profit of approximately HKD 1.9 million and a gross margin of approximately 1.0%, resulting in a loss attributable to owners of approximately HKD 8.3 million, and no final dividend is recommended FY2025 Key Financial Data | Indicator | Amount (HKD million) | | :--- | :--- | | Revenue | 185.5 | | Gross Profit | 1.9 | | Gross Margin | 1.0% | | Loss Attributable to Owners | (8.3) | - Revenue decreased by approximately 18.2% compared to FY2024[20] - The Board does not recommend a final dividend for the year ended March 31, 2025[20] Business Overview and Strategic Focus In 2024, rising gold prices due to central bank reserves, geopolitical tensions, macroeconomic uncertainties, declining consumer sentiment, and RMB depreciation significantly impacted the Group's sales performance, leading to a reallocation of business resources towards high-end art jewelry, gold products, and online sales in mainland China, alongside enhanced online brand promotion and digital marketing - In 2024, factors such as increased central bank gold reserves, geopolitical tensions, macroeconomic uncertainty, decreased consumer sentiment, and RMB depreciation drove gold prices higher[21][25] - The Group reallocated business resources to high-end art jewelry, gold products and materials, and online sales of gold jewelry in mainland China, despite lower profit margins[21][25] - The Group is committed to expanding the high-end art jewelry market by establishing relationships with international and Hong Kong renowned auction houses and jewelry retailers, and utilizing online platforms for promotion[23][26] - Emphasis is placed on online brand promotion and digital marketing to enhance brand awareness and influence through online platforms and social media[22][25] Prospects and Future Initiatives Facing macroeconomic uncertainties and cautious consumer sentiment, the Group will adjust its strategy to launch more high-margin products, planning to acquire memberships in the Hong Kong Gold Exchange and registered refiner status, and considering establishing a gold refinery to build a comprehensive gold industry chain, while also expanding sales channels for high-end art jewelry, exploring AR and blockchain technology for service platforms, and continuously investing in human resource management to attract talent and enhance competitiveness - Facing macroeconomic uncertainty and cautious consumer sentiment, the Group will adjust its strategy to launch more high-margin products[28][34] - Plans include acquiring memberships in the Hong Kong Gold Exchange Limited and registered refiner status, and actively considering establishing a local gold refinery to form an upstream, midstream, and downstream gold industry chain[29][34] - Expansion of high-end art jewelry sales channels will include auction houses and collaborations with renowned jewelry retailers, alongside active development of online sales channels[30][34] - Exploration of augmented reality (AR) and blockchain technology to develop a service platform, providing a one-stop virtual platform for gold jewelry sales, primarily funded by company reserves[31][35] - Focus on human resource management and development, inviting jewelry industry professionals and blockchain technology talents to join the team to enhance the company's overall competitiveness[32][35] Appreciation The Chairman, on behalf of the Board, extends sincere gratitude to all shareholders, customers, suppliers, business partners, the management team, and all employees for their support, trust, collective efforts, and contributions - Sincere thanks are extended to customers, suppliers, business partners, and all stakeholders[38][39] - Heartfelt appreciation is given to the management team and all colleagues for their collective efforts and contributions[38][39] Directors and Senior Management Board Composition As of March 31, 2025, the Board of Directors consists of seven members, including two executive directors, two non-executive directors, and three independent non-executive directors, one of whom is a female independent non-executive director - The Board of Directors consists of seven directors, including two executive directors, two non-executive directors, and three independent non-executive directors (one of whom is a female independent non-executive director)[40][45] Executive Directors Dr. Su Shu-hui (74), Chairman and Executive Director since December 2021, holds a Bachelor of Science and a Doctor of Management degree, with extensive experience in corporate governance and property development; Mr. Tse Kei-cheung (75), CEO since December 2021, holds a Master of Gemology degree and has twenty years of experience in jewelry business management and operations, responsible for major operational decisions and oversight - Dr. Su Shu-hui (74) has served as Chairman and Executive Director since December 2021, holding a Bachelor of Science and a Doctor of Management degree, with extensive experience in corporate governance and property development[41][42][46][47] - Mr. Tse Kei-cheung (75) has served as Chief Executive Officer since December 2021, holding a Master of Gemology degree, with twenty years of experience in jewelry business management and operations, responsible for major operational decisions and oversight of the Group[43][44][47][48] Non-Executive Directors Mr. Chan Wai-tuen (72) has served as a Non-Executive Director since November 2021, with over 40 years of experience in finance, particularly in auditing and taxation, despite past reprimands from the Hong Kong Institute of Certified Public Accountants; Mr. Ning Rui (49) was re-designated from Independent Non-Executive Director to Non-Executive Director on September 1, 2024, possessing over 15 years of investment and financial advisory experience and familiarity with mainland China and Hong Kong capital markets - Mr. Chan Wai-tuen (72) has served as a Non-Executive Director since November 2021, possessing over 40 years of experience in finance, particularly in auditing and taxation[49][50] - Mr. Chan was twice reprimanded by the Hong Kong Institute of Certified Public Accountants in 2010 and 2022 for deficiencies in auditing procedures for clients, but the Board considers him suitable to continue as a Non-Executive Director[53][54][55][56][57][58][59][60] - Mr. Ning Rui (49) was re-designated from Independent Non-Executive Director to Non-Executive Director on September 1, 2024, possessing over 15 years of investment and financial advisory experience and familiarity with mainland China and Hong Kong capital markets[62][63][65][66] Independent Non-Executive Directors Mr. Yau Pak-yu (56) has served as an Independent Non-Executive Director since May 2021, with over 30 years of experience in M&A transaction support and financial due diligence; Mr. Chung Wai-man (66) has served as an Independent Non-Executive Director since May 2021, with over 25 years of financial and business advisory experience; Ms. Lam Wing (49) was appointed as an Independent Non-Executive Director on September 1, 2024, with over 20 years of experience in auditing, taxation, and financial advisory, and familiarity with the business environment in mainland China - Mr. Yau Pak-yu (56) has served as an Independent Non-Executive Director since May 2021, possessing over 30 years of experience in M&A transaction support and financial due diligence[64][67] - Mr. Chung Wai-man (66) has served as an Independent Non-Executive Director since May 2021, possessing over 25 years of experience in financial and business advisory[69][72] - Ms. Lam Wing (49) was appointed as an Independent Non-Executive Director on September 1, 2024, possessing over 20 years of experience in auditing, taxation, and financial advisory, and familiarity with the business environment in mainland China[74][76][77] Senior Management The company's senior management includes executive directors, Company Secretary Ms. Lai Wai-sheung, Chief Operating Officer Mr. Tao Hongbo, Deputy Chief Operating Officer Mr. Zhang Chen, and Deputy Financial Controller Mr. Feng Haoxian, with Ms. Lai having over 20 years of finance, audit, and company secretarial experience, Mr. Tao and Mr. Zhang possessing extensive expertise in the jewelry industry, and Mr. Feng responsible for financial reporting and control - Executive directors are considered part of the Group's senior management, directly responsible for overseeing the company's strategic objectives and business operations[79][83] - Ms. Lai Wai-sheung has served as Company Secretary, Authorized Representative, and Agent for Service of Process since June 1, 2022, possessing over 20 years of experience in finance, audit, and company secretarial matters[80][83] - Mr. Tao Hongbo has served as Chief Operating Officer since June 2022, holding a Master of Gemology degree, with over 20 years of experience in jewelry industry training, internal control, and internal audit[81][84] - Mr. Zhang Chen has served as Deputy Chief Operating Officer since August 2022, holding a Master of Gemology degree, and is an experienced gold trader who has managed the gold trading department for nearly ten years[85][88] - Mr. Feng Haoxian has served as the Group's Deputy Financial Controller since January 2024, possessing over 15 years of work experience, primarily responsible for financial reporting, financial control, and company secretarial matters[86][87][88][89] Management Discussion and Analysis Business Overview As a premium jewelry integrated supplier and original design manufacturer in Hong Kong, the Group primarily engages in premium jewelry design, manufacturing, processing, and export, and in 2024, influenced by rising gold prices and macroeconomic factors, it reallocated business resources to high-end art jewelry, gold products, and online sales in mainland China, enhancing online brand promotion and digital marketing to cater to high-end consumer demand - The Group primarily engages in premium jewelry design, manufacturing, processing, and export, with customers mainly comprising jewelry wholesalers, retailers, and high-net-worth individuals in Hong Kong and mainland China[90][95] - In 2024, influenced by increased central bank gold reserves, geopolitical tensions, macroeconomic uncertainty, decreased consumer sentiment, and RMB depreciation, the Group reallocated business resources to high-end art jewelry, gold products and materials, and online sales of gold jewelry in mainland China[92][95] - The Group focuses on high-end art jewelry, establishing relationships with international and Hong Kong renowned auction houses and jewelry retailers, and utilizing online platforms and social media for brand promotion and digital marketing[93][94][96] Prospects The Group plans to actively expand its gold business by acquiring memberships in the Hong Kong Gold Exchange and registered refiner status, considering establishing a gold refinery to build a complete gold industry chain, while also extending sales channels for high-end art jewelry, exploring AR and blockchain technology for service platforms, and continuously investing in human resource management to attract talent and enhance competitiveness - The Group plans to acquire memberships in the Hong Kong Gold Exchange Limited and registered refiner status, and actively consider establishing a local gold refinery to form an upstream, midstream, and downstream gold industry chain[99][103] - Expansion of high-end art jewelry sales channels will include auction houses and collaborations with renowned jewelry retailers, alongside active development of online sales channels[100][103] - Exploration of augmented reality (AR) and blockchain technology to develop a service platform, providing a one-stop virtual platform for gold jewelry sales, primarily funded by company reserves[101][104] - Focus on human resource management and development, inviting jewelry industry professionals and blockchain technology talents to join the team to enhance the company's overall competitiveness[102][104] Financial Review For the year ended March 31, 2025, the Group's revenue decreased by 18.2% to HKD 185.5 million, primarily due to a significant reduction in precious metals and jewelry raw material supply in the Hong Kong market, despite a 37.5% increase in sales revenue in mainland China; gross profit decreased by 36.9% to HKD 1.9 million, with gross margin falling to 1.0%, mainly due to an increased proportion of lower-margin gold jewelry products sold in mainland China; both selling and administrative expenses decreased, and loss attributable to owners narrowed by 53.2% to HKD 8.3 million, primarily benefiting from enhanced cost control and increased fair value gains on financial assets FY2025 Key Financial Data Comparison | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 185,477 | 226,754 | -18.2% | | Gross Profit | 1,905 | 3,020 | -36.9% | | Gross Margin | 1.0% | 1.3% | -0.3pp | | Loss Attributable to Owners | (8,297) | (17,724) | -53.2% | | Basic Loss Per Share | (0.04) | (0.10) | -60.0% | - Revenue decrease was primarily due to a significant reduction in precious metals and jewelry raw material supply in the Hong Kong market (down 99.8%), while mainland China sales revenue increased by 37.5%[107][111] - Gross margin decreased to 1.0%, mainly due to an increased proportion of lower-margin gold jewelry products and materials sold to the mainland China market[108][112] - Selling expenses decreased by 43.1% to HKD 1.5 million, and administrative expenses decreased by 8.9% to HKD 16.6 million, primarily due to cost control and resource optimization[109][110][113][114] - Loss attributable to owners decreased by 53.2%, primarily due to enhanced cost control and increased fair value gains on financial assets measured at fair value through profit or loss[116][123] - As of March 31, 2025, net current assets were approximately HKD 52.6 million, the current ratio was approximately 7.8, and the gearing ratio was not applicable (cash and bank balances exceeded interest-bearing borrowings)[120][121][127][128] Business Strategies The Group aims to become a premium art jewelry supplier in Hong Kong by enhancing brand awareness, product quality, strengthening sales and marketing, and consolidating market share, investing more resources in sourcing precious gemstones to attract high-net-worth clients, utilizing online marketing and trade exhibitions for brand and product promotion, adjusting production resources and capacity to meet diverse market demands, and expanding into new markets under the "Belt and Road" initiative - The Group aims to develop into a premium art jewelry supplier in Hong Kong by enhancing brand awareness, product quality, strengthening sales and marketing, and consolidating market share[130][134] - More resources will be invested in sourcing precious gemstones to attract high-net-worth clients, and online marketing and participation in trade exhibitions will be utilized to promote the brand and products[131][134] - Production resources and capacity will be adjusted to meet varying product delivery times, consumer preferences, and festive shopping habits[131][134] - Leveraging the "Belt and Road" initiative and the increasing wealth of Chinese individuals, the Group is committed to expanding into new markets that can provide strong growth momentum[132][135] Financial Management and Capital Structure The Group adopts a prudent financial management strategy, maintaining a sound liquidity position and mitigating credit risk through credit insurance and continuous assessment of customer creditworthiness; it primarily faces RMB foreign exchange risk but does not anticipate significant changes in the HKD to USD exchange rate; as of March 31, 2025, there were no changes in the company's capital structure, no capital commitments, and no recommendation for a final dividend - The Group adopts a prudent financial management strategy, maintaining a sound liquidity position and mitigating credit risk through credit insurance and continuous assessment of customer creditworthiness[129][133] - The Group primarily faces RMB foreign exchange risk, but as HKD is pegged to USD, no significant changes in the HKD to USD exchange rate are anticipated[136][142] - As of March 31, 2025, there were no changes in the company's capital structure, no capital commitments, and no recommendation for a final dividend for the year ended March 31, 2025[138][139][140][144][145][146] Human Resources As of March 31, 2025, the Group had 9 employees, with total staff costs of approximately HKD 8.8 million, a decrease from the previous year; remuneration is determined based on market conditions and individual performance; the company adopted the 2023 Share Scheme to provide equity incentives and granted share awards and share options to directors and employees on March 28, 2024 FY2025 Employee Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees | 9 | 10 | | Total Staff Costs (HKD million) | 8.8 | 10.2 | - The company adopted the 2023 Share Scheme to provide equity incentives, aiming to attract, reward, motivate, retain, compensate, and/or provide benefits to eligible participants[151][156][392][395] - On March 28, 2024, the Board resolved to grant 100,000 share awards and 1,000,000 share options to Mr. Tse Kei-cheung, 500,000 share options to Mr. Chan Wai-tuen, and 1,050,000 share options to five other employee participants[153][157][390][395] Investments and Disposals As of March 31, 2025, the Group held approximately HKD 19.481 million in financial assets at fair value through profit or loss (primarily a life insurance policy), accounting for 23.6% of total assets; in November 2024, the company disposed of 69,202,000 shares of Lisi Group (Holdings) Limited for a total consideration of approximately HKD 11.958 million, recognizing a gain of approximately HKD 6.6 million, with proceeds intended for general working capital or suitable investment opportunities; at the end of the reporting period, there were no significant future investment or capital asset acquisition plans, no major subsidiary acquisitions or disposals, no pledged assets, and no significant contingent liabilities - As of March 31, 2025, the Group held approximately HKD 19.481 million in financial assets at fair value through profit or loss (a life insurance policy), accounting for 23.6% of total assets[159][165] - Between November 4 and 22, 2024, the company disposed of 69,202,000 shares of Lisi Group (Holdings) Limited for a total consideration of approximately HKD 11.958 million, recognizing an audited gain of approximately HKD 6.6 million[161][166][169][176] - The proceeds from the disposal are intended for general working capital or other suitable investment opportunities[168][175] - As of March 31, 2025, the Group had no significant future plans for investments or capital asset acquisitions, no major subsidiary acquisitions or disposals, no pledged assets, and no significant contingent liabilities[170][171][173][174][178][179][180][181] Event After the Reporting Period On May 2, 2025, the Board approved and submitted a request to surrender a life insurance policy with a surrender value of approximately HKD 19.344 million, which had reached break-even, and the net proceeds are expected to be used to increase working capital and develop gold jewelry products - On May 2, 2025, the Board approved and submitted a request to surrender a life insurance policy with a surrender value of approximately HKD 19.344 million, which had reached break-even[182][184][188][190] - The net proceeds from the surrender are expected to be used to increase working capital and develop gold jewelry products[185][191] Corporate Governance Report Corporate Governance Practices The company is committed to adopting and complying with recognized standards of corporate governance principles and practices, having adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules as the basis for its corporate governance practices, and has complied with the code provisions for the year ended March 31, 2025 - The company is committed to adopting and complying with recognized standards of corporate governance principles and practices, having adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules as the basis for its corporate governance practices[194][195][198] - For the year ended March 31, 2025, the company has consistently complied with the code provisions[195][198] Board of Directors The Board of Directors comprises seven directors, including two executive, two non-executive, and three independent non-executive directors, meeting Listing Rules requirements, and is responsible for overseeing and managing company affairs, with some duties delegated to board committees; all directors participate in continuous professional development, and the roles of Chairman and CEO are clearly separated to ensure power balance, with clear procedures for director appointment, re-election, and removal, adhering to a board diversity policy - The Board of Directors consists of seven directors, including two executive directors, two non-executive directors, and three independent non-executive directors, meeting the requirements of the Listing Rules[197][200][216][222] - The Board is primarily responsible for overseeing and managing company affairs, including adopting long-term strategies and appointing and supervising senior management, with some responsibilities delegated to various Board committees[203][206][208][212] - All directors participate in continuous professional development, with training courses focusing on the roles, functions, and responsibilities of directors of listed companies[228][231][233][234] - The division of responsibilities between the Chairman and Chief Executive Officer is clearly defined to ensure a balance of power[235][236] - Procedures for the appointment, re-election, and removal of directors are set out in the company's articles of association and adhere to a board diversity policy, based on meritocracy and fully considering the benefits of board diversity[238][244][251][255] Board Committees The Board has established Nomination, Remuneration, and Audit Committees to oversee specific areas of company affairs; the Nomination Committee reviews board structure, identifies suitable director candidates, and assesses independence; the Remuneration Committee advises on remuneration policies and structures for directors and senior management, and reviews share schemes; the Audit Committee advises on the appointment of external auditors, reviews financial statements, and monitors the company's financial reporting, risk management, and internal control systems - The Board has established Nomination, Remuneration, and Audit Committees to oversee specific areas of company affairs, each with clear written terms of reference[242][245] - The Nomination Committee's primary duties include reviewing the board structure, identifying qualified director candidates, assessing the independence of independent non-executive directors, and providing recommendations on director appointments or re-appointments[247][253] - The Remuneration Committee's primary duties include making recommendations on the remuneration policy and structure for directors and senior management, ensuring directors do not determine their own remuneration, and reviewing and/or approving matters related to share schemes[257][259] - The Audit Committee's primary duties include making recommendations on the appointment of external auditors, reviewing financial statements and significant opinions on financial reporting, and monitoring the company's financial reporting, risk management, and internal control systems[265][269][270][275] - Mr. Yau Pak-yu, Chairman of the Audit Committee, possesses the appropriate professional qualifications required by the Listing Rules[272][274] Financial Reporting and Audit The Board is responsible for preparing financial statements that truly and fairly reflect the Group's financial position, ensuring compliance with relevant accounting standards and disclosure requirements; the total remuneration for external auditor Ernst & Young is approximately HKD 1.5 million; the Board is committed to presenting a fair, clear, and understandable financial assessment - The Board is responsible for preparing financial statements that truly and fairly reflect the Group's financial position, ensuring compliance with relevant accounting standards and disclosure requirements[278][283] - The total remuneration for external auditor Ernst & Young is approximately HKD 1.5 million, entirely for annual audit services[285][286][288] - The Board is responsible for presenting a fair, clear, and understandable assessment of annual and interim reports, inside information announcements, and other financial disclosures[279][284] Internal Control and Risk Management The Board bears overall responsibility for the Group's risk management and internal control systems, having adopted a Whistleblowing Policy to encourage employees and third parties to report misconduct; the Internal Audit Department is responsible for reviewing the effectiveness of internal control systems; for the fiscal year ended March 31, 2025, the directors consider the Group's risk management and internal control systems to be effective and adequate - The Board bears overall responsibility for the Group's risk management and internal control systems, aiming to provide reasonable assurance against material misstatement or loss[297][302] - The Group has adopted a Whistleblowing Policy, encouraging employees and business associates to report any suspected misconduct, fraud, and irregularities confidentially[299][303][308][313] - The Internal Audit Department is responsible for reviewing the effectiveness of internal control systems and developing an annual audit plan based on business nature and risks[306][311] - For the fiscal year ended March 31, 2025, the directors consider the Group's risk management and internal control systems to be effective and adequate[305][310] Shareholder and Investor Relations The company values good communication with shareholders, providing updated business developments and financial performance information through annual reports, announcements, and its website; shareholders can request extraordinary general meetings in accordance with the company's articles of association and have the right to choose the language and method of receiving company communications; the company has adopted a dividend policy aimed at allowing shareholders to share in company profits while retaining sufficient reserves for future development - The company values good communication with shareholders, providing updated business developments and financial performance information through annual reports, announcements, and its website[322][323][324] - Shareholders holding not less than one-tenth of the paid-up capital can submit a requisition to convene an extraordinary general meeting, in accordance with the company's articles of association[309][314][315] - Shareholders have the right to choose the language (English or Chinese) or method (printed or electronic) of receiving company communications[316][319] - The company has adopted a dividend policy aimed at allowing shareholders to share in company profits while retaining sufficient reserves for future development, though the dividend policy does not constitute a legally binding commitment[318][321] Report of the Directors Business Overview and Financial Performance The Group primarily engages in premium jewelry design, manufacturing, processing, and export, and is committed to developing high-end art jewelry and service platform businesses; for the year ended March 31, 2025, the Group's financial performance and position are presented in the consolidated financial statements; the Board does not recommend a final dividend - The Group primarily engages in premium jewelry design, manufacturing, processing, and export, with customers mainly comprising jewelry wholesalers, retailers, and high-net-worth individuals in Hong Kong and mainland China[328][333] - Management is committed to the development of high-end art jewelry and service platform (asset-light) businesses, and the provision of gold products and materials[329][333] - The Board does not recommend a final dividend for the year ended March 31, 2025[336][343] Capital and Reserves As of March 31, 2025, details of changes in the company's share capital are provided in Note 23 to the consolidated financial statements; details of changes in the Group's and company's reserves are presented in the consolidated statement of changes in equity and Note 24 to the consolidated financial statements, respectively; the company's distributable reserves are approximately HKD 72.9 million - Details of changes in the company's share capital during the year are set out in Note 23 to the consolidated financial statements[338][345] - Details of changes in the Group's and company's reserves during the year are set out in the consolidated statement of changes in equity and Note 24 to the consolidated financial statements, respectively[339][346] - As of March 31, 2025, the company's distributable reserves were approximately HKD 72.9 million[340][347] Operations and Stakeholders No donations were made by the Group during the year; for the year ended March 31, 2025, the largest customer accounted for 85.1% of the Group's total sales, and the top five customers accounted for 99.8%; the largest supplier accounted for 98.0% of total purchases, and the top five suppliers accounted for 100.0%; the Group has diversified its customer base to reduce concentration; as of March 31, 2025, the Group had no borrowings - No donations were made during the year[341][348] FY2025 Key Customer and Supplier Concentration | Category | Sales (%) | Purchases (%) | | :--- | :--- | :--- | | Largest Customer | 85.1% | - | | Top Five Customers (Total) | 99.8% | - | | Largest Supplier | - | 98.0% | | Top Five Suppliers (Total) | - | 100.0% | - The company believes customer revenue concentration is a short-term phenomenon, and customer sources will naturally expand with the development of high-end art jewelry and online jewelry businesses[353][354] - As of March 31, 2025 and 2024, the Group had no borrowings[361][366] Directors and Corporate Governance As of March 31, 2025, the Board members included Dr. Su Shu-hui (Chairman) and Mr. Tse Kei-cheung (CEO); all executive directors have three-year service contracts, while non-executive and independent non-executive directors have two-year service contracts, all subject to re-election; the company has received annual confirmations of independence from all independent non-executive directors; during the year, there were no material contracts with significant interests between the company or its subsidiaries and directors or controlling shareholders - As of March 31, 2025, the Board members included Dr. Su Shu-hui (Chairman), Mr. Tse Kei-cheung (Chief Executive Officer), Mr. Chan Wai-tuen, Mr. Ning Rui (re-designated as Non-Executive Director), Mr. Yau Pak-yu, Mr. Chung Wai-man, and Ms. Lam Wing (appointed as Independent Non-Executive Director)[362][367] - All executive directors have service contracts for a term of three years, while non-executive directors and independent non-executive directors have service contracts for a term of two years, all subject to re-election[369][370][371][376] - The company has received annual confirmations of independence from each independent non-executive director, and all of them are considered independent under the Listing Rules[374][377] - During the year, neither the company nor its holding company or any of its subsidiaries entered into any material transactions, arrangements, or contracts in which a director or controlling shareholder had a significant interest[375][378][380][386] Share Schemes and Interests The company adopted the 2023 Share Scheme on September 14, 2023, to provide equity incentives, and on March 28, 2024, granted share awards and share options to directors and employees; as of March 31, 2025, Dr. Su Shu-hui held 74.90% of the company's shares through controlled corporations, Mr. Tse Kei-cheung held 1,100,000 shares (including vested share awards and options), and Mr. Chan Wai-tuen held 500,000 share options; Ms. Cheng Miu-bing is deemed to hold Dr. Su Shu-hui's share interests due to spousal relationship - The company adopted the 2023 Share Scheme on September 14, 2023, to provide equity incentives, and on March 28, 2024, granted share awards and share options to directors and employees[383][388][390][395] Interests and Short Positions of Directors and Chief Executive in Shares, Underlying Shares, and Debentures (as of March 31, 2025) | Director Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Company's Equity | | :--- | :--- | :--- | :--- | | Dr. Su Shu-hui | Interest in controlled corporation | 129,349,494 | 74.90% | | Mr. Tse Kei-cheung | Beneficial owner | 1,100,000 | 0.64% | | Mr. Chan Wai-tuen | Beneficial owner | 500,000 | 0.29% | Interests and/or Short Positions of Substantial Shareholders and Other Persons in the Company's Shares and Underlying Shares (as of March 31, 2025) | Shareholder Name/Person | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Company's Equity | | :--- | :--- | :--- | :--- | | KTL Group Limited | Beneficial owner | 129,349,494 | 74.90% | | Ms. Cheng Miu-bing | Interest of spouse | 129,349,494 | 74.90% | Other Statutory Disclosures The Group has made contributions to pension schemes and mandatory provident fund schemes; as of the date of this annual report, the company maintains the public float stipulated by the Listing Rules; during the year, no directors or substantial shareholders engaged in businesses competing with the Group's business or had other conflicts of interest; the company renewed directors' liability insurance; during the year, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities; the company has complied with relevant laws and regulations that have a significant impact on its operations; this annual report and financial results have been reviewed by the Audit Committee; the Annual General Meeting will be held on August 28, 2025, and Ernst & Young will be re-appointed as auditor - The Group has made contributions to pension schemes and mandatory provident fund schemes[433][440] - As of the date of this annual report, the company maintains the public float stipulated by the Listing Rules[434][441] - During the year, no directors or substantial shareholders engaged in businesses competing with the Group's business or had other conflicts of interest[435][442] - The company renewed directors' liability insurance, which was effective throughout the fiscal year[437][443] - During the year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[438][444] - The company has complied with relevant laws and regulations that have a significant impact on its operations[448][456] - The Annual General Meeting will be held on August 28, 2025, and Ernst & Young will be re-appointed as auditor[460][461][462][464][465] Environmental, Social and Governance Report About the Report This report is Domain Energy Holdings Limited's ninth Environmental, Social and Governance (ESG) report, disclosing the Group's environmental and social performance from April 1, 2024, to March 31, 2025, covering jewelry product manufacturing and sales operations in Hong Kong and China, prepared in accordance with the ESG Reporting Guide in Appendix C2 of the HKEX Listing Rules, complying with mandatory disclosure requirements and "comply or explain" provisions - This report is Domain Energy Holdings Limited's ninth Environmental, Social and Governance (ESG) report[467][471] - The report discloses the Group's environmental and social performance from April 1, 2024, to March 31, 2025, covering jewelry product manufacturing and sales operations in Hong Kong and China[468][472] - The report is prepared in accordance with the ESG Reporting Guide in Appendix C2 of the HKEX Listing Rules, complying with mandatory disclosure requirements and "comply or explain" provisions[469][473] ESG Governance The Board is responsible for overseeing the Group's overall ESG policies and performance, integrating ESG issues into its risk management strategy; through extensive stakeholder engagement, the Group identifies and prioritizes material ESG issues, including emissions management, environmental compliance, customer satisfaction, economic performance, product and service quality management, and supply chain management; the Board confirms that this report covers all material issues and fairly reflects the Group's ESG approach and performance - The Board recognizes its responsibility for the Group's sustainable development and is committed to overseeing the Group's overall ESG policies and performance, integrating ESG issues into its risk management strategy[475][479] - Through extensive stakeholder engagement, the Group identifies and prioritizes material ESG issues, including emissions management, environmental compliance, customer satisfaction, economic performance, product and service quality management, and supply chain management[476][479][484][485][487][488] - The Board confirms that this report covers all material issues and fairly reflects the Group's ESG approach and performance[478][480] Our Environment The Group is committed to integrating sustainable development principles into its strategic planning and operational processes, taking proactive measures to reduce environmental impact; it monitors energy consumption and greenhouse gas emissions, and has developed a climate change policy and energy-saving targets; in resource management, the Group recycles production water and uses FSC-certified paper; exhaust gas emissions are strictly controlled through bag dust collectors and desulfurization devices, and wastewater undergoes tertiary treatment; the Group has also implemented waste reduction measures and controls noise through shock absorbers and sound insulation systems; additionally, the Group is dedicated to factory greening to improve air quality - The Group is committed to integrating sustainable development principles into its strategic planning and operational processes, taking proactive measures to reduce negative environmental impact[489][490][495][496] - The Group has developed a comprehensive climate change policy and identifies and assesses climate-related risks and opportunities by referencing the climate-related disclosure guidance of IFRS S2[493][494][497] FY2025 Energy Consumption and Greenhouse Gas Emissions | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total Energy Consumption (GJ) | 168.71 | 166.89 | | Energy Intensity (GJ/person) | 18.75 | 16.69 | | Total GHG Emissions (tonnes CO2e) | 17.97 | 19.34 | | Scope 1 Emissions (tonnes CO2e) | 10.49 | 8.85 | | Scope 2 Emissions (tonnes CO2e) | 7.49 | 10.49 | | Emissions Intensity (tonnes CO2e/person) | 2.00 | 1.93 | - The Group implements the "Green Office" initiative, adopting energy-saving measures such as LED lighting, turning off lights during lunch breaks, setting air conditioning to 25°C, and using energy-efficient appliances[507][508][512][513] - The Group recycles and reuses production water, uses FSC-certified paper, and regularly inspects water pipes to prevent leaks[518][519][520] - Jewelry polishing dust emissions from the China factory are strictly controlled through bag dust collectors and desulfurization devices, with third-party emission testing to ensure compliance with national standards[524][527] - Domestic wastewater undergoes tertiary treatment before discharge to meet strict emission standards and is reused for central air conditioning system cooling[526][528] - Waste reduction measures are implemented, including recycling old furniture, digital promotion, and setting up recycling bins[529][533] - Shock absorbers and sound insulation systems are installed to control noise, and regular audits are conducted by local noise monitoring units[531][534] - The Group is committed to factory greening, engaging professionals to cultivate and maintain plants and greenery to improve air quality[532][535] Sustainable Operations The Group integrates excellent product quality into its operations, implements a robust quality management system, and values customer feedback; it conducts comprehensive evaluations and regular reviews of suppliers to ensure supply chain quality; regarding data privacy and intellectual property protection, the Group has strict policies and only procures software from authorized vendors; the Group maintains a zero-tolerance policy towards corruption and has a whistleblowing mechanism to ensure fairness, trust, and integrity - The Group is committed to providing jewelry products that meet the highest quality standards, supervising production processes through a quality organization, and conducting annual evaluations[537][539] - All employees are required to obtain necessary technical skill certifications, and products undergo strict two-stage quality inspection, with non-compliant products returned for correction[541][542] - The Group values customer feedback, has established standardized customer complaint handling procedures, and implements product recall procedures for non-compliant products[543][544][545][547] - The Procurement Department conducts comprehensive evaluations and regular reviews of suppliers (at least twice annually) to ensure compliance with quality expectations, with non-compliant suppliers removed from the approved list[546][548][551][552] - The Group has established strict policies prohibiting unauthorized disclosure of confidential information and only procures all office software from authorized vendors to protect data privacy and intellectual property[553][554][557][558] - The Group maintains a strict zero-tolerance policy towards any form of corruption (including bribery, extortion, fraud, and money laundering) and has established anti-corruption guidelines[559][563] - The Group has a robust whistleblowing policy, encouraging employees and third parties to report misconduct, ensuring anonymity and protection from retaliation for whistleblowers[561][562][564] People-Focused Values As of March 31, 2025, the Group employed 9 full-time staff, with 3 in mainland China and a male-to-female ratio of 5:4; the Group is committed to fostering a diverse and inclusive work environment, implementing comprehensive internal regulations to protect employee rights, and providing competitive compensation and benefits; the Group prioritizes employee training and development, with all employees receiving training in FY2025, averaging 37.8 hours per employee; the Group places employee safety and well-being first, implementing strict safety management systems and regular training, and establishing an emergency response team for unforeseen incidents FY2025 Employee Profile | Indicator | Quantity | | :--- | :--- | | Total Employees | 9 | | Employees in Mainland China | 3 | | Employees in Hong Kong | 6 | | Male Employees | 5 | | Female Employees | 4 | | Employees aged 31-50 | 7 (78%) | | Employees over 50 | 2 (22%) | | Management Staff | 6 (67%) | | General Staff | 3 (33%) | - The Group is committed to creating a diverse and inclusive work environment, adopting a zero-tolerance policy towards any form of discrimination or harassment, and implementing comprehensive internal regulations to protect employee rights[573][574][580] - Recruitment and promotion processes are transparent and fair, focusing on individual strengths, educational background, work performance, and professional experience, with annual evaluations conducted[576][581] - A competitive compensation and benefits package is provided, including medical insurance, maternity leave, paternity leave, marriage leave, festive and birthday gifts, as well as free health checks and social labor insurance in mainland China[577][578][582] - A structured incentive program is implemented, providing performance bonuses and long-service awards to employees who make outstanding contributions[579][582] - In FY2025, all employees received training, with an average of 37.8 hours per employee, covering technical professional knowledge, management skills, and gemstone jewelry classification[588][592][622] - The Group prioritizes employee safety and well-being, implementing strict safety management systems, procedures, and regular training, and establishing an emergency response team to address natural and man-made incidents[595][596][598][600][601] - Multiple safety measures are implemented in the workplace, including providing personal protective equipment, posting safety warnings, handling flammable and explosive materials according to statutory regulations, and conducting regular third-party safety assessments[603][604][605][606] - Annual occupational health checks are provided to employees, and detailed occupational health records are maintained, with timely medical treatment and correction of unsafe workplace practices[607][608] Community Engagement Adhering to the principle of "giving back to society," the Group is committed to supporting its communities through charitable activities and donations, and will continue to fulfill its social responsibilities to contribute to the development and well-being of local communities in the future - The Group adheres to the principle of "giving back to society," committed to supporting local communities through charitable activities and donations[612][614] - In the future, the Group will continue to fulfill its social responsibilities, contributing to the development and well-being of the local communities in which it operates[612][614] Laws and Regulations Compliance The Group has established and implemented management policies to ensure strict compliance with all applicable laws and regulations, covering environmental protection, employment and labor standards, health and safety, product responsibility, and anti-corruption; during the reporting period, no significant violations were identified - The Group has established and implemented management policies to ensure strict compliance with all applicable laws and regulations, covering environmental protection, employment and labor standards, health and safety, product responsibility, and anti-corruption[616][617] - During the reporting year, the Group found no significant violations of laws regarding exhaust and greenhouse gas emissions, discharges to water and land, or the generation of hazardous and non-hazardous waste[617] - During the reporting year, the Group found no significant legal or regulatory issues concerning remuneration and dismissal, recruitment and promotion, working hours, holidays, equal opportunities, diversity, anti-discrimination, other treatment and benefits, or the prevention of child and forced labor[617] - During the reporting year, the Group found no violations of laws or regulations related to occupational health and safety standards[617] - During the reporting year, the Group was not aware of any sanctions or significant adverse liabilities incurred due to violations of laws and regulations concerning products, services, operations, sales and promotion, or other business practices[618] - During the reporting year, the Group found no significant legal or regulatory acts related to bribery, extortion, fraud, or money laundering[618] Performance Data Summary This section provides a summary of the Group's key environmental and social performance data for FY2025 and FY2024, including energy consumption, greenhouse gas emissions, water consumption, packaging material usage, exhaust gas emissions, total employee count, employee turnover rate, percentage of trained employees, and average training hours FY2025 Environmental Performance Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Electricity (kWh) | 11,696.00 | 16,670.43 | | Gasoline (liters) | 3,942.00 | 3,327.82 | | Total Energy Consumption (GJ) | 168.71 | 166.89 | | Energy Intensity (GJ/person) | 18.75 | 16.69 | | Water Consumption (cubic meters) | 38.00 | 85.56 | | Water Intensity (cubic meters/person) | 4.22 | 8.56 | | Paper Packaging Materials (kg) | 48.18 | 85.84 | | Sulfur Oxides (kg) | 0.058 | 0.049 | | Nitrogen Oxides (kg) | 1.233 | 1.233 | | Suspended Particulates (kg) | 0.091 | 0.091 | | Total GHG Emissions (tonnes CO2e) | 17.98 | 19.34 | | GHG Intensity (tonnes CO2e/person) | 2.00 | 1.93 | FY2025 Social Performance Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total Employees | 9 | 10 | | Employees in Hong Kong | 6 | 7 | | Employees in Mainland China | 3 | 3 | | Male Employees | 5 | 6 | | Female Employees | 4 | 4 | | Employee Turnover Rate (31-50 years old) | 14% | 0% | | Male Employee Turnover Rate | 20% | 0% | | Hong Kong Employee Turnover Rate | 17% | 0% | | Percentage of Trained Employees (Male/Female/Management/General Staff) | 100% | 100% | | Average Training Hours (Male) | 30 | 25 | | Average Training Hours (Female) | 48 | 53 | | Average Training Hours (Management Staff) | 37 | 34 | | Average Training Hours (General Staff) | 40 | 40 | | Work-related Injury Cases | 0 | 0 | | Lost Days Due to Work-related Injuries | 0 | 0 | | Work-related Fatalities | 0 | 0 | HKEX ESG Content Index This section provides a content index of the HKEX ESG Reporting Guide requirements, detailing the Group's disclosures on governance structure, reporting principles, reporting scope, environmental aspects (emissions, resource use, environment and natural resources, climate change), and social aspects (employment, health and safety, development and training, labor standards, supply chain management, product responsibility, anti-corruption, community investment), along with their corresponding sections in the report - This section provides a content index of the HKEX ESG Reporting Guide requirements, detailing the Group's disclosures on governance structure, reporting principles, reporting scope, environmental aspects, and social aspects[623][624] - The report adheres to the reporting principles of materiality, quantification, balance, and consistency, and complies with the HKEX Listing Rules Appendix C2 ESG Reporting Guide[626][627][628] Independent Auditor's Report Auditor's Opinion Ernst & Young has audited the consolidated financial statements of Domain Energy Holdings Limited and its subsidiaries, concluding that they present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance - Ernst & Young has audited the consolidated financial statements of Domain Energy Holdings Limited and its subsidiaries[639][642] - The audit opinion states that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance[640][642] Key Audit Matters One of the key audit matters for the consolidated financial statements is revenue recognition from customer contracts; for the year ended March 31, 2025, the Group's revenue was HKD 185.5 million, primarily from the sale of jewelry products, precious metals, and jewelry raw materials; the aud