思博系统(08319) - 2025 - 年度财报

Company Information Board of Directors and Committee Composition This section outlines the company's board composition, including executive, non-executive, and independent non-executive directors, along with its committees and auditor - The Board of Directors includes Mr. Wong Chu Ki (Chairman and Non-executive Director), Mr. Lau Wai Kwok (CEO and Executive Director), other executive directors, non-executive directors, and independent non-executive directors[6] - The company has an Audit Committee (Chairman: Mr. Au Yu Chiu), Remuneration Committee (Chairman: Mr. Ko Man Fu), Nomination Committee (Chairman: Mr. Mak Wai Sing), and Corporate Governance Committee (Chairman: Mr. Chan Kin Mei)[6] - PricewaterhouseCoopers is the company's auditor[6] Registration and Contact Information Key contact information is provided, including the registered office, Hong Kong principal place of business, main bank, GEM stock code, and company website - The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in Hong Kong at 22/F, Yuen Shing Centre, 64 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong[8] - The company's principal bankers are China Construction Bank (Asia) Corporation Limited[8] - The GEM stock code is 8319, and the company website is **www.expertsystems.com.hk**[8](index=8&type=chunk) Executive Summary FY2025 Financial Highlights FY2025 revenue decreased 9.1% to HKD 900.7 million, with profit attributable to owners down 9.2% to HKD 14.0 million; gross profit margin improved to 16.7% amid investments in AI R&D and NOC/SOC FY2025 Key Financial Data (Year-on-Year) | Metric | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 900.7 | 991.0 | -9.1% | | Gross Profit | 150.7 | 152.7 | -1.3% | | Gross Profit Margin | 16.7% | 15.4% | +1.3 pp | | Profit Attributable to Owners of the Company | 14.0 | 15.4 | -9.2% | | Basic Earnings Per Share | 1.74 HK cents | 1.91 HK cents | -8.9% | - Total operating expenses were approximately HKD 132.2 million, with HKD 8.3 million invested in generative AI R&D and establishing a Network and Security Operations Center (NOC/SOC), reflecting the company's commitment to technological innovation for future growth[10] Chairman's Statement FY2025 Performance and Strategic Direction The Chairman's Statement highlights challenging FY2025 results with decreased revenue and profit, yet emphasizes continued investment in AI and cybersecurity, strong margins, and a proposed final dividend FY2025 Key Financial Data | Metric | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 900.7 | 991.0 | -9.1% | | Profit Attributable to Owners of the Company | 14.0 | 15.4 | -9.2% | | Basic Earnings Per Share | 1.74 HK cents | 1.91 HK cents | -8.9% | - The Board proposed a final dividend of HKD 0.75 cents per ordinary share for FY2025 (FY2024: HKD 0.82 cents), totaling HKD 6,025,000 (FY2024: HKD 6,587,000)[12] - The company continues to advance its vision of becoming a leading regional provider of advanced technology solutions, making progress in AI and cybersecurity infrastructure investments[12] Strategic Technology Investments and Market Expansion The company advanced AI capabilities and cybersecurity infrastructure, developing proprietary AI applications and establishing NOC/SOC, while expanding market presence in Hong Kong, Greater Bay Area, and Southeast Asia - Significant progress has been made in integrating AI into various services, developing proprietary AI applications that have brought substantial benefits to clients across multiple sectors[13] - Successful establishment of the Network Operations Center (NOC) and Security Operations Center (SOC) has significantly enhanced enterprise-grade cybersecurity protection and network management service capabilities[14] - Maintaining a strong presence in Hong Kong and the Greater Bay Area, the company is actively expanding into Southeast Asian markets, creating a balanced geographical footprint to capture new opportunities[15] Outlook and Stakeholder Commitment The company maintains cautious optimism, prioritizing innovation for long-term success, committed to sustainable shareholder value, partner collaboration, customer innovation, and employee recognition, with a long-term goal of main board listing and strong ESG focus - The company firmly believes that investing in innovative technologies is crucial for its long-term success, driving progress, seizing new opportunities, and enhancing its competitive position[18] - Transitioning to the Main Board of the Stock Exchange remains a long-term goal, with current priorities focused on building a robust and scalable business, maintaining a strong corporate governance framework, and creating long-term shareholder value[18] - Committed to sustainable and responsible business practices, the company integrates Environmental, Social, and Governance (ESG) considerations into its operations and maintains a strong ESG track record[19] Management Discussion and Analysis Business Review and Operating Environment The Group provides IT infrastructure solutions, managed services, and AI products in Asia Pacific, anticipating continued challenging business conditions due to geopolitical tensions, economic slowdown, and high interest rates impacting revenue and costs - The Group primarily engages in providing IT infrastructure solutions, IT infrastructure managed services, and developing and offering AI products and solutions to enterprise and institutional clients in the Asia Pacific region[21] - The medium-to-short-term business environment is expected to remain challenging due to Sino-US geopolitical tensions, economic slowdown in mainland China and Hong Kong, and a high interest rate environment, potentially impacting revenue and cost structures[22] Strategic Response and Core Business Development The Group adopted flexible strategies to enhance gross margin through product optimization and cost management, prioritizing cybersecurity, AI, and managed services, while developing GenAI products and expanding NOC/SOC capabilities - Gross profit margin has steadily improved through product portfolio optimization and efficient cost management[23] - Resources are strategically prioritized towards three high-growth potential product lines: (i) Cybersecurity, (ii) Automation and Artificial Intelligence (AI), and (iii) Managed Services[23][24] - In IT infrastructure solutions, the focus is on providing one-stop cybersecurity services and generative AI (GenAI) application solutions, covering end-to-end services from infrastructure to applications[25] - For IT infrastructure managed services, key initiatives include establishing AI-driven Network Operations Centers (NOC) and Security Operations Centers (SOC), and completing the expansion and relocation of the Guangzhou service desk[26] - The AI business continues to deepen its GenAI strategy, successfully developing the ChatSeries GenAI product line based on Large Language Models (LLMs), and has secured customer orders[27] Growth and Investment Strategy and Conclusion Technological innovation remains a core strategy, with recent investments in AI and service centers; the Group plans a 'steady progress' approach, optimizing costs and increasing R&D in IT solutions, managed services, and AI to drive digital transformation and shareholder value - Technological innovation is a long-term core development strategy for the Group, with continuous increased investment in technology, including the establishment of AI company Expert Smart in 2022, expansion of the Kuala Lumpur service center, and the official launch of the Network and Security Operations Center (NOC/SOC) in April 2025[28] - The Group will adopt a 'steady progress' strategy: prudently optimizing cost structures to enhance risk resilience, while increasing investment in innovation and R&D, focusing on three core businesses: IT infrastructure solutions, managed services, and AI[29] Financial Review FY2025 revenue decreased 9.1% to HKD 900.7 million, with profit attributable to owners down 9.2% to HKD 14.0 million; gross margin improved to 16.7% due to product mix and cost control, despite increased operating and finance costs FY2025 Key Financial Metrics Change | Metric | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 900.7 | 991.0 | -9.1% | | Gross Profit | 150.7 | 152.7 | -1.3% | | Gross Profit Margin | 16.7% | 15.4% | +1.3 pp | | Other Income and Net Gains | 7.7 | 6.2 | +24.1% | | Total Operating Expenses | 132.2 | 129.4 | +2.1% | | Technology and Innovation Investment | 8.3 | 7.0 | +18.5% | | Finance Costs | 6.7 | 6.4 | +4.5% | | Income Tax Expense | 4.8 | 5.8 | -16.2% | | Profit Attributable to Owners of the Company | 14.0 | 15.4 | -9.2% | | Basic Earnings Per Share | 1.74 HK cents | 1.91 HK cents | -8.9% | Liquidity, Financial Resources, and Other Financial Information As of March 31, 2025, the company held HKD 245.1 million in cash, with a capital gearing ratio of 0.46, no major investments or contingent liabilities, and managed currency risks, employing 1,006 staff with total costs of HKD 240.0 million FY2025 Liquidity and Financial Resources | Metric | March 31, 2025 (million HKD) | March 31, 2024 (million HKD) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 245.1 | 218.9 | | Bank Facilities Granted | 10.0 | 10.0 | | Bank Facilities Utilized | 1.5 | 3.5 | | Capital Gearing Ratio | 0.46 | 0.43 | - The Group has no other plans for significant investments or capital assets, nor were there any major acquisitions or disposals of subsidiaries or associates during the reporting year, and no significant contingent liabilities[41][42][43][44] - The Group's sales and cost transactions are primarily denominated in HKD, USD, and RMB, exposing it to foreign exchange risk from currency fluctuations, which is actively monitored[45] - As of March 31, 2025, the Group employed a total of 1,006 staff, with total staff costs (including directors' emoluments) of approximately HKD 240.0 million[47] Biographies of Directors and Senior Management Biographies of Board Members This section details the biographies of the Board of Directors, including the Chairman, CEO, executive, non-executive, and independent non-executive directors, highlighting their extensive experience across IT, finance, legal, and management fields - Mr. Wong Chu Ki (Chairman and Non-executive Director) has over 39 years of experience in the IT industry, leading the Board and advising on business strategy[48][49] - Mr. Lau Wai Kwok (Chief Executive Officer and Executive Director) has extensive experience in the IT and telecommunications industries, overseeing the Group's business, corporate strategy, and daily operations[50][51] - Mr. Chan Kin Mei (Executive Director) has approximately 34 years of experience in accounting, finance, and human resources; Ms. Lau Tsz Yan (Executive Director) has over 27 years of experience in IT infrastructure solution sales and promotion; Mr. So Cheuk Wah (Executive Director) has over 25 years of experience in the IT industry[52][53] - Mr. Chu Siu Sum (Non-executive Director) has over 39 years of experience in the IT industry, assisting the Group with strategic planning[54][55] - Independent Non-executive Directors Mr. Au Yu Chiu (accounting and finance), Mr. Ko Man Fu (legal), and Mr. Mak Wai Sing (trading business) each possess over 35 years of professional experience, providing independent judgment[56][57][58] Biographies of Senior Management This section presents the biographies of senior management, including the General Manager of Business Development, Financial Controller, and General Manager of Finance, highlighting their extensive experience crucial to the company's operations and financial management - Mr. Yan Tsz Yin (General Manager of Business Development) has approximately 26 years of experience in IT solution and service sales and marketing[59] - Ms. Yung Pik Man (Financial Controller) has approximately 20 years of experience in senior financial leadership roles, overseeing the Group's financial strategy and operations[59] - Ms. Wong Yuk Lam (General Manager of Finance) has approximately 27 years of experience in accounting and finance, overseeing the Group's overall accounting and treasury functions[59][60] Corporate Governance Report Corporate Governance Practices and Culture The company upholds strong corporate governance, largely complying with GEM Listing Rules, with a vision to be a preferred IT ecosystem partner, a mission to enable valuable IT solutions, and core values of enterprise, excellence, partnership, ecosystem, reliability, and trust - The company is committed to establishing and maintaining sound corporate governance practices and procedures, complying with the Corporate Governance Code in Appendix C1 of the GEM Listing Rules throughout the reporting year, except for the company secretary not being an employee[61] - The company's vision is to be the preferred partner in the IT ecosystem, with a mission to enable clients to effectively adopt the most valuable and innovative IT solutions and services[62][63] - Core values include Enterprise, Excellence, Partnership, Ecosystem, Reliability, and Trust[64] Board Operations and Composition The Board oversees overall business management, strategy, performance, internal control, and risk, comprising executive, non-executive, and independent directors to ensure balanced skills and independence, with three-year service contracts and distinct Chairman/CEO roles to prevent power concentration - The Board is responsible for the overall management of the Group's business, focusing on formulating overall business strategies, reviewing and monitoring the Group's business performance, internal control systems, and risk management[66] - The Board comprises three independent non-executive directors (representing no less than one-third of the Board members), whose composition reflects the necessary balance of skills and experience for the Group's business development and effective leadership[67] - The service contracts for executive directors and letters of appointment for non-executive and independent non-executive directors are for a three-year term from March 15, 2025, subject to retirement by rotation and re-election in accordance with the Articles of Association[69] - The roles of Chairman and Chief Executive Officer are segregated and not held by the same individual, preventing concentration of power in any single person[71] Director Training and Committee Functions All directors engage in continuous professional development, receiving regular updates on business, operations, risk, internal control, and governance; the Board established Audit, Remuneration, Nomination, and Corporate Governance Committees with clear mandates to ensure effective oversight, with meeting attendance detailed for FY2025 - All directors uphold their responsibilities to the company, regularly receiving briefings and updates on the Group's business, operations, risk management, internal control, corporate governance matters, and relevant laws and regulations[73] - The Board has established an Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee, each with clear written terms of reference and adequate resources to perform their duties[74][76] - The Audit Committee's primary responsibilities include recommending the appointment, reappointment, and removal of external auditors, and monitoring the fairness of the company's financial statements[78] - The Remuneration Committee's main function is to make recommendations to the Board regarding the remuneration policy and structure for all directors and senior management of the company[80] - The Nomination Committee's primary functions include annually reviewing the Board's structure, size, and composition in accordance with the Board Diversity Policy, and identifying suitable and qualified individuals for Board membership[83] - The Corporate Governance Committee's main responsibilities include formulating and reviewing the company's corporate governance policies and practices, and reviewing and monitoring the training and continuous professional development of the Group's directors and senior management[87] FY2025 Board and Committee Meeting Attendance | | Board Meetings (Attended/Eligible) | AGM (Attended/Eligible) | Audit Committee (Attended/Eligible) | Remuneration Committee (Attended/Eligible) | Nomination Committee (Attended/Eligible) | CG Committee (Attended/Eligible) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Executive Directors: | | | | | | | | Mr. Lau Wai Kwok | 4/4 | 1/1 | N/A | N/A | 1/1 | 1/1 | | Mr. Chan Kin Mei | 4/4 | 1/1 | N/A | N/A | N/A | 1/1 | | Ms. Lau Tsz Yan | 4/4 | 1/1 | N/A | N/A | N/A | N/A | | Mr. So Cheuk Wah | 4/4 | 1/1 | N/A | N/A | N/A | N/A | | Non-executive Directors: | | | | | | | | Mr. Wong Chu Ki | 4/4 | 1/1 | N/A | N/A | N/A | 1/1 | | Mr. Chu Siu Sum | 4/4 | 1/1 | N/A | 1/1 | 1/1 | N/A | | Independent Non-executive Directors: | | | | | | | | Mr. Au Yu Chiu | 4/4 | 1/1 | 3/3 | 1/1 | 1/1 | 1/1 | | Mr. Ko Man Fu | 4/4 | 1/1 | 3/3 | 1/1 | 1/1 | N/A | | Mr. Mak Wai Sing | 4/4 | 1/1 | 3/3 | 1/1 | 1/1 | N/A | Securities Transactions, Company Secretary, and Auditor The company adopted a code for directors' securities transactions, with no non-compliance reported; Mr. Lau Siu Ki serves as Company Secretary, supported by Ms. Yung Pik Man, and PricewaterhouseCoopers is the independent auditor, with fees disclosed for FY2025, and both directors and auditors acknowledge financial statement responsibilities - The company has adopted a code of conduct for directors' securities transactions, confirming no non-compliance with relevant trading standards during the reporting year[92] - Mr. Lau Siu Ki serves as Company Secretary, with Ms. Yung Pik Man (Financial Controller) as the primary contact person; Mr. Lau confirmed completing no less than 15 hours of relevant professional training[93][94] FY2025 Independent Auditor's Remuneration | Service Type | Amount (HKD) | | :--- | :--- | | Audit Services | 1,090,000 | | Non-audit Services | 60,000 | - Directors acknowledge their responsibility for preparing financial statements that present a true and fair view of the Group's affairs, and external auditors also bear responsibility for reporting on the consolidated financial statements[97] Internal Control, Risk Management, and Board Diversity The Board ensures robust internal control and risk management, with independent review confirming effectiveness; the Group's risk policy manages business risks and insider information, while its board diversity policy considers various factors, resulting in an eight-male, one-female board and diverse workforce - The Board is responsible for ensuring the Group maintains a sound and effective internal control system, having appointed an independent internal control consultant for review, with management confirming the effectiveness of measures[98] - The Group has established risk management policies and measures aimed at managing, rather than eliminating, risks to achieving business objectives, and has implemented measures to enhance awareness of insider information confidentiality[99][100] - The company has a Board Diversity Policy that considers various factors including gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service[101] - The Board currently consists of eight male directors and one female director, with the overall workforce comprising approximately 70.2% male and 29.8% female employees[102][103] Dividend Policy and Shareholder Relations The Board may declare dividends at its discretion, ensuring sufficient cash for operations and growth, with a proposed FY2025 final dividend of HKD 0.75 cents per share (43% payout ratio); the company maintains shareholder communication via various channels, safeguarding rights, and made no charter amendments in FY2025 - The Board may, at its discretion, declare and pay dividends to the company's shareholders, subject to compliance with the company's Articles of Association and all applicable laws and regulations, and maintaining sufficient cash reserves[105] - The Board has resolved to recommend a final dividend of HKD 0.75 cents per share for the 2025 financial