万顺瑞强集团(08427) - 2025 - 年度业绩

Disclaimer and Company Information This section provides the disclaimer from the Hong Kong Exchanges and Clearing Limited and an overview of WS-SK TARGET GROUP LIMITED, including its listing on GEM Disclaimer The Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the content of this announcement and disclaim any liability for losses arising from its contents - HKEX and the Stock Exchange bear no responsibility for the accuracy or completeness of this announcement's content[1][3] - The Directors confirm that the information in this announcement is accurate, complete, and free from misleading or fraudulent statements in all material aspects[4] Company Overview WS-SK TARGET GROUP LIMITED, incorporated in the Cayman Islands with stock code 8427, is listed on GEM, a market for small and medium-sized companies with higher investment risks - The company name is WS-SK TARGET GROUP LIMITED, stock code 8427[2] - The company is listed on GEM of The Stock Exchange of Hong Kong Limited (SEHK), a market for small and medium-sized companies with higher investment risks[2] Consolidated Financial Statements This section presents the Group's consolidated financial performance, position, and changes in equity for the year ended May 31, 2025 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended May 31, 2025, the Group saw a slight revenue increase but a decrease in profit for the year, with a shift from exchange gain to loss resulting in total comprehensive expense Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (RM thousand) | 2024 (RM thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 31,555 | 30,681 | 2.85% | | Cost of sales | (22,168) | (22,122) | 0.21% | | Gross profit | 9,387 | 8,559 | 9.67% | | Profit before tax | 1,695 | 1,632 | 3.86% | | Profit for the year from continuing operations | 481 | 493 | -2.43% | | Loss from discontinued operations | (399) | (385) | 3.64% | | Profit for the year | 82 | 108 | -24.07% | | Exchange differences arising from translation of overseas operations | (909) | 410 | -321.71% | | Total comprehensive (expense)/income for the year | (827) | 518 | -259.65% | | Basic earnings per share (continuing operations) | 3.00 cents | 3.63 cents | -17.36% | | Basic loss per share (discontinued operations) | (2.49) cents | (2.83) cents | -12.01% | | Basic earnings per share (continuing and discontinued operations) | 0.51 cents | 0.80 cents | -36.25% | Consolidated Statement of Financial Position As of May 31, 2025, total non-current assets significantly increased, while total current assets decreased, leading to a slight growth in net current assets and total equity despite increased liabilities Summary of Consolidated Statement of Financial Position | Indicator | 2025 (RM thousand) | 2024 (RM thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 22,395 | 8,006 | 179.73% | | Total current assets | 32,768 | 42,601 | -23.08% | | Total current liabilities | 12,095 | 14,214 | -14.89% | | Net current assets | 20,673 | 28,387 | -27.17% | | Total non-current liabilities | 6,360 | 95 | 6594.74% | | Net assets | 36,708 | 36,298 | 1.13% | | Share capital | 7,265 | 6,028 | 20.52% | | Reserves | 29,443 | 30,270 | -2.73% | | Total equity | 36,708 | 36,298 | 1.13% | Consolidated Statement of Changes in Equity For the year ended May 31, 2025, share capital increased due to new ordinary share issuance, but exchange reserves significantly decreased, resulting in a negative total comprehensive expense for the year and a slight increase in total equity Summary of Consolidated Statement of Changes in Equity | Indicator | 2025 (RM thousand) | 2024 (RM thousand) | | :--- | :--- | :--- | | Share capital | 7,265 | 6,028 | | Share premium | 28,074 | 28,074 | | Other reserves | 8,579 | 8,579 | | Exchange reserve | (449) | 460 | | Accumulated losses | (6,761) | (6,843) | | Total equity | 36,708 | 36,298 | | Profit for the year | 82 | 108 | | Exchange differences arising from translation of overseas operations | (909) | 410 | | Total comprehensive (expense)/income for the year | (827) | 518 | | Subscription of shares through issuance of new ordinary shares | 1,237 | 605 | Notes to the Consolidated Financial Statements This section provides detailed notes to the consolidated financial statements, covering general information, accounting standards, revenue, segment data, and various financial items General Information The company, incorporated in the Cayman Islands and listed on GEM, operates in Malaysia (precast concrete products, crane rental) and China (e-commerce platform), having terminated its Hong Kong healthcare product sales in 2024 - The company was incorporated in the Cayman Islands on October 28, 2016, and listed on GEM of SEHK on July 19, 2017[10] - Principal activities include manufacturing and trading of precast concrete joint boxes, trading of accessories and pipes, and mobile crane rental services in Malaysia[11] - The Group commenced e-commerce platform business in China from January 2025 and terminated its healthcare product sales business in Hong Kong in 2024[11] Application of Revised IFRS Accounting Standards This year, the Group applied revised IFRS standards, including IFRS 16, IAS 1, IAS 7, and IFRS 7 amendments, which had no significant impact on the financial position or performance - Revised IFRS standards, including IFRS 16 (amendments), IAS 1 (amendments), and IAS 7 and IFRS 7 (amendments), were applied this year[12] - These amendments had no significant impact on the Group's financial position or performance for the current and prior years[12] Revenue and Segment Information Group revenue primarily derives from Malaysian manufacturing and trading, and other construction materials, with new contributions from China's e-commerce platform in FY2025, while healthcare product sales ceased Revenue by Customer Contracts | Business Type | 2025 (RM thousand) | 2024 (RM thousand) | | :--- | :--- | :--- | | Sales of manufactured goods | 29,468 | 29,287 | | Sales of other construction materials and services | 1,760 | 1,394 | | E-commerce platform | 327 | – | | Total | 31,555 | 30,681 | | By geographical market | | | | Malaysia | 31,228 | 30,681 | | China | 327 | – | | Total | 31,555 | 30,681 | | Timing of revenue recognition | | | | At a point in time | 31,555 | 30,681 | - Revenue from sales of manufactured goods and construction materials is recognized when products are transferred to customers, while e-commerce platform revenue is recognized upon completion of each sales transaction[14][16] - The Group commenced e-commerce platform operations in FY2025, forming a new segment, while procurement services and healthcare product sales businesses were terminated[18][19] Segment Results (Continuing Operations) | Segment | 2025 Revenue (RM thousand) | 2025 Segment Results (RM thousand) | 2024 Revenue (RM thousand) | 2024 Segment Results (RM thousand) | | :--- | :--- | :--- | :--- | :--- | | Manufacturing and trading | 29,468 | 8,764 | 29,287 | 8,245 | | Other construction materials and services | 1,760 | 320 | 1,394 | 314 | | E-commerce platform | 327 | 303 | – | – | | Total | 31,555 | 9,387 | 30,681 | 8,559 | Segment Assets and Liabilities (May 31, 2025) | Segment | Non-current assets (RM thousand) | Current assets (RM thousand) | Non-current liabilities (RM thousand) | Current liabilities (RM thousand) | | :--- | :--- | :--- | :--- | :--- | | Manufacturing and trading | 6,647 | 29,108 | (2,720) | (7,956) | | Other construction materials and services | 19 | 1,301 | – | (1,107) | | E-commerce platform | 151 | 293 | (73) | (456) | | Total segments | 6,817 | 30,702 | (2,793) | (9,519) | | Unallocated | 15,578 | 1,391 | (3,567) | (1,069) | | Discontinued operations | – | 675 | – | (1,507) | | Consolidated total | 22,395 | 32,768 | (6,360) | (12,095) | - Non-current asset additions in FY2025 amounted to RM 12,238 thousand, primarily from the manufacturing and trading segment[24] - No single customer contributed more than 10% of the Group's total sales in FY2025[27] Finance Costs For the year ended May 31, 2025, the Group's finance costs slightly increased, primarily driven by interest expenses on bills payable Breakdown of Finance Costs | Item | 2025 (RM thousand) | 2024 (RM thousand) | | :--- | :--- | :--- | | Interest expense on lease liabilities | 24 | 24 | | Commitment fees | 9 | 10 | | Interest expense on bills payable | 110 | 99 | | Total | 143 | 133 | Profit Before Tax Profit before tax is determined by deducting or including various expenses and income, such as auditor's remuneration, inventory costs, staff costs, depreciation, and net credit loss provisions Profit Before Tax Adjustments | Item | 2025 (RM thousand) | 2024 (RM thousand) | | :--- | :--- | :--- | | Auditor's remuneration — audit services | 471 | 498 | | Cost of inventories recognized as expense | 14,130 | 15,995 | | Total staff costs | 4,078 | 3,791 | | Short-term lease payments not included in lease liabilities | 384 | 50 | | Total depreciation and amortization | 1,814 | 1,257 | | Net provision for credit losses | 666 | 526 | | Interest income from bank deposits | (910) | (764) | Taxation The Group's taxation primarily consists of Malaysian corporate income tax at 24%, with no Hong Kong profits tax provision due to the absence of taxable profit, and reconciliation shows the impact of non-deductible expenses and unrecognized tax losses Breakdown of Taxation | Item | 2025 (RM thousand) | 2024 (RM thousand) | | :--- | :--- | :--- | | Malaysian corporate income tax — current year | 1,242 | 1,099 | | Malaysian corporate income tax — (over)/under provision in prior years | (44) | 76 | | Deferred tax | 16 | (36) | | Total | 1,214 | 1,139 | - Malaysian corporate income tax is calculated at a statutory rate of 24%, while Hong Kong profits tax is 16.5% (or 8.25% for the first HKD 2 million), with no Hong Kong profits tax provision for the current year[30][31] Reconciliation of Tax for the Year to Profit Before Tax | Item | 2025 (RM thousand) | 2024 (RM thousand) | | :--- | :--- | :--- | | Profit before tax — from continuing operations | 1,695 | 1,632 | | Tax at applicable statutory tax rate of 24% | 407 | 392 | | Tax effect of non-deductible expenses | 279 | 234 | | Tax effect of non-taxable income | (59) | (283) | | Tax effect of unrecognized tax losses | 365 | 518 | | Tax for the year | 1,214 | 1,139 | Earnings Per Share For the year ended May 31, 2025, basic earnings per share from continuing operations decreased to 3.00 Malaysian cents, while basic loss per share from discontinued operations was 2.49 Malaysian cents, with diluted EPS equal to basic EPS due to no potential ordinary shares Breakdown of Earnings (Loss) Per Share | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Continuing operations | | | | Profit for the year attributable to owners of the Company (RM thousand) | 481 | 493 | | Weighted average number of ordinary shares in issue | 16,008,173 | 13,575,591 | | Basic earnings per share (Malaysian cents per share) | 3.00 | 3.63 | | Discontinued operations | | | | Loss for the year attributable to owners of the Company (RM thousand) | (399) | (385) | | Weighted average number of ordinary shares in issue | 16,008,173 | 13,575,591 | | Basic loss per share (Malaysian cents per share) | (2.49) | (2.83) | | Continuing and discontinued operations | | | | Profit for the year attributable to owners of the Company (RM thousand) | 82 | 108 | | Weighted average number of ordinary shares in issue | 16,008,173 | 13,575,591 | | Basic earnings per share (Malaysian cents per share) | 0.51 | 0.80 | - Diluted earnings per share is equal to basic earnings per share as there are no potential ordinary shares in issue[33] Dividends The company's directors do not recommend the payment of dividends for the years ended May 31, 2024, and 2025 - The Directors do not recommend the payment of dividends for the years ended May 31, 2024, and 2025[34] Inventories As of May 31, 2025, the Group's total inventories slightly decreased, primarily due to a reduction in finished goods Breakdown of Inventories | Item | 2025 (RM thousand) | 2024 (RM thousand) | | :--- | :--- | :--- | | Raw materials and consumables | 891 | 883 | | Finished goods | 844 | 917 | | Total | 1,735 | 1,800 | Trade and Other Receivables, Deposits and Prepayments As of May 31, 2025, the Group's trade receivables (net of credit loss provision) and other receivables and deposits both decreased, with trade receivables having credit terms ranging from 30 to 120 days Breakdown of Trade and Other Receivables, Deposits and Prepayments | Item | 2025 (RM thousand) | 2024 (RM thousand) | | :--- | :--- | :--- | | Trade receivables (net of provision for credit losses) | 5,381 | 8,584 | | Other receivables and deposits (net of provision for credit losses) | 1,869 | 3,184 | | Prepayments | 807 | 717 | | Total | 8,057 | 12,485 | Aging Analysis of Trade Receivables (Net of Provision for Credit Losses) | Aging | 2025 (RM thousand) | 2024 (RM thousand) | | :--- | :--- | :--- | | 1 to 30 days | 2,434 | 3,694 | | 31 to 60 days | 1,090 | 1,051 | | 61 to 90 days | 682 | 492 | | 91 to 120 days | 195 | 414 | | Over 120 days | 980 | 2,933 | | Total | 5,381 | 8,584 | - Trade receivables are unsecured and non-interest bearing, with credit terms ranging from 30 to 120 days[35] Short-term Bank Deposits, Cash and Bank Balances As of May 31, 2025, the Group's total short-term bank deposits, cash, and bank balances decreased, with a significant increase in deposits pledged as security Breakdown of Short-term Bank Deposits, Cash and Bank Balances | Item | 2025 (RM thousand) | 2024 (RM thousand) | | :--- | :--- | :--- | | Short-term bank deposits | 18,676 | 21,089 | | Cash and bank balances | 4,054 | 7,142 | | Total | 22,730 | 28,231 | | Less: Deposits pledged as security | (1,176) | (212) | | Cash and cash equivalents | 21,554 | 28,019 | - The Group's deposits earn an average annual interest rate ranging from 3.65% to 3.8% (2024: 2.30% to 3.81%)[37] - Total pledged deposits amounted to approximately RM 1,176,000 (2024: RM 212,000), serving as security for general banking facilities granted to the Group[37] Trade and Other Payables and Accruals As of May 31, 2025, the Group's total trade and other payables and accruals increased, mainly due to higher other payables and accruals, with an average credit period for purchases of 30 to 75 days Breakdown of Trade and Other Payables and Accruals | Item | 2025 (RM thousand) | 2024 (RM thousand) | | :--- | :--- | :--- | | Trade payables | 2,876 | 2,818 | | Other payables and accruals | 4,051 | 4,698 | | Contract liabilities | 2,555 | 1,485 | | Total | 11,280 | 10,145 | Aging Analysis of Trade Payables | Aging | 2025 (RM thousand) | 2024 (RM thousand) | | :--- | :--- | :--- | | 1 to 30 days | 991 | 1,071 | | 31 to 60 days | 818 | 899 | | 61 to 90 days | 771 | 734 | | 91 to 120 days | 294 | 112 | | Over 120 days | 2 | 2 | | Total | 2,876 | 2,818 | - The average credit period for purchases is 30 to 75 days, and the Group expects to settle contract liabilities within its normal operating cycle[38][40] Share Capital As of May 31, 2025, the company's issued and fully paid share capital increased due to new share issuance, following a share consolidation where ten HKD 0.08 shares merged into one HKD 0.8 share, with no options granted under the share option scheme Breakdown of Share Capital Changes | Item | Number of Shares (thousand shares) | Par Value Per Share (HKD) | Share Capital (HKD thousand) | Share Capital (RM thousand) | | :--- | :--- | :--- | :--- | :--- | | Issued and fully paid as at June 1, 2023 | 123,876 | 0.08 | 9,910 | 5,438 | | Subscription of shares through issuance of new ordinary shares (a) | 12,388 | 0.08 | 991 | 590 | | As at May 31, 2024 and June 1, 2024 | 136,264 | 0.08 | 10,901 | 6,028 | | Subscription of shares through issuance of new ordinary shares (b) | 27,253 | 0.08 | 2,180 | 1,237 | | Share consolidation (c) | (147,165) | – | – | – | | As at May 31, 2025 | 16,352 | 0.80 | 13,081 | 7,265 | - A share consolidation resolution was passed on August 2, 2024, merging every ten existing shares of HKD 0.08 into one consolidated share of HKD 0.8, effective August 6, 2024[41] - The company has a share option scheme, but no share options have been granted as of the date of this announcement[42][43] Management Discussion and Analysis This section provides a comprehensive review of the Group's business operations, financial performance, key risks, and future outlook Business Review and Outlook The Group, a registered supplier for major Malaysian telecommunication and power companies, saw a slight revenue increase in FY2025 driven by other construction materials and new businesses, maintaining cautious optimism despite labor shortages and rising costs - The Group's primary business is the manufacturing and sale of “Target” brand precast concrete telecommunication and electrical joint boxes in Malaysia[44] - The Group is a registered or approved supplier for Celcom Axiata Berhad, Telekom Malaysia, and Tenaga National Bhd (TNB)[45] - Revenue for FY2025 increased slightly by approximately 2.85%, mainly due to increased revenue from other construction materials and services and contributions from new businesses[45] - The Group faces pressures from labor shortages, reliance on foreign labor, and rising production and transportation costs, but maintains cautious optimism regarding its business outlook[45] Financial Review In FY2025, Group revenue grew 2.85% to RM 31.6 million, with gross profit up 9.67% to RM 9.4 million due to focus on high-margin products and cost control, while administrative expenses decreased and sales and distribution expenses increased, leading to a 24.07% decline in profit for the year to RM 82,000 - Revenue increased by approximately 2.85% from approximately RM 30.7 million in FY2024 to approximately RM 31.6 million in FY2025[46] - Revenue from other construction materials and services increased by approximately 26.26%, and the e-commerce platform business contributed approximately RM 327,000 in revenue[47] - The healthcare product sales and material procurement services businesses have been terminated, with management reallocating resources to develop precast concrete joint box manufacturing and trading and other potential businesses[47] - Gross profit increased from approximately RM 8.6 million in FY2024 to approximately RM 9.4 million in FY2025, primarily due to management's focus on higher-margin precast joint boxes and better cost control[48] - Administrative expenses decreased by approximately RM 0.4 million or 6.69% to approximately RM 5.5 million, mainly due to significant efforts in cost control[49] - Sales and distribution expenses increased by approximately RM 0.5 million or 36.95% to approximately RM 1.9 million, primarily due to increased bonuses, commissions, entertainment and travel expenses, and expenses from new businesses[50] - Net profit for the year was approximately RM 82,000 (2024: RM 108,000), influenced by increased revenue, higher sales and distribution expenses, reduced administrative expenses, and share of results of an associate[51] Principal Risks and Uncertainties The Group faces operational risks from raw material price volatility, uncertainty of new orders from non-recurring infrastructure projects, and potential cash flow mismatches, alongside financial risks including credit and liquidity risks with trade receivables exceeding credit terms - Operational risks include the adverse impact of fluctuations in major raw material prices on financial performance[53] - Revenue primarily derives from non-recurring infrastructure upgrade and construction projects, with uncertainty regarding new business purchase orders[53] - Cash flow mismatches (timing differences between customer and supplier payments) could worsen cash flow position[53] - Financial risks include credit and liquidity risks, with trade receivables turnover days of approximately 81 days as of May 31, 2025, exceeding credit terms[54] Liquidity and Financial Resources As of May 31, 2025, the Group's cash and cash equivalents decreased to approximately RM 22.7 million, but with no borrowings, a current ratio of 2.71 times, and zero gearing ratio, its financial position remains strong with ample liquidity - As of May 31, 2025, cash and cash equivalents were approximately RM 22.7 million (2024: RM 28.2 million)[55] - The Group has no borrowings, a current ratio of 2.71 times (2024: 3.00 times), and a gearing ratio of zero[56] - The Group's financial position is strong and robust, with ample liquidity to meet its funding requirements[56] Capital Structure The Group's capital structure remained unchanged during the year, consisting solely of ordinary shares, with share capital and share premium approximately RM 7.3 million and RM 29.4 million respectively as of May 31, 2025 - The Group's capital structure remained unchanged during the year, with share capital consisting solely of ordinary shares[57] - As of May 31, 2025, share capital was approximately RM 7.3 million (2024: RM 6.0 million), and share premium was approximately RM 29.4 million (2024: RM 30.3 million)[57] Capital Commitments As of May 31, 2025, the Group's capital commitments for the acquisition of property, plant, and equipment amounted to approximately RM 0.5 million, a significant decrease from the previous year - As of May 31, 2025, capital commitments for the acquisition of property, plant, and equipment were approximately RM 0.5 million (2024: RM 7.2 million)[58] Foreign Exchange Fluctuation Risk The Group's revenue and profit are mostly denominated in Malaysian Ringgit, making it susceptible to Ringgit fluctuations against HKD or other currencies, which could impact dividend payments, foreign exchange gains/losses, and financial position, necessitating close monitoring and potential hedging - The majority of the Group's revenue and profit are denominated in Malaysian Ringgit, and fluctuations in the Ringgit's value against HKD or other currencies could adversely affect HKD-denominated dividends and foreign exchange gains or losses[59] - Foreign exchange controls may impact the value of net assets, earnings, or dividends when converted to HKD[59] - The Group will closely monitor foreign currency risks and consider hedging when necessary[59] Pledge of Assets As of May 31, 2025, the Group's bank deposits pledged to banks totaled approximately RM 1.2 million, serving as security for general banking facilities - As of May 31, 2025, bank deposits pledged to banks amounted to approximately RM 1.2 million (2024: RM 0.2 million)[60] - These deposits are pledged as security for general banking facilities granted to the Group[60] Significant Investments Held As of May 31, 2025, the company did not hold any significant investments - As of May 31, 2025, the company did not hold any significant investments[61] Material Acquisitions and Disposals and Plans for Major Investments or Capital Assets In August 2024, the company acquired Shenzhen Wanshunfu Smart Life Service Co., Ltd. for HKD 5.5 million, and in August 2025, acquired 1% of Shenzhen Wanshun Jiaoche Cloud Information Technology Co., Ltd. for HKD 34.874 million through new share issuance, with no other material acquisitions or investment plans disclosed - In August 2024, the company acquired the entire equity interest in Shenzhen Wanshunfu Smart Life Service Co., Ltd. for HKD 5.5 million (paid via bills payable), venturing into the e-commerce platform business[62] - In August 2025, the company acquired 1% of the registered capital of Shenzhen Wanshun Jiaoche Cloud Information Technology Co., Ltd. for HKD 34.874 million through the issuance of 1,215,630 new shares, constituting a discloseable transaction[64] - Save for the disclosures above, there are no specific future plans for major investments or capital assets as of the date of this announcement[65] Use of Proceeds from Share Offer The company's 2017 share offer generated net proceeds of approximately HKD 29.6 million, with some reallocated by May 31, 2025, and HKD 3.4 million remaining unutilized for the development of a self-use plant and equipment purchase in Selangor, expected to be fully utilized by May 31, 2026 - The company's listing generated net proceeds of approximately HKD 29.6 million, which were not fully utilized as of May 31, 2025[66] - The Board resolved to reallocate the unutilized proceeds from the share offer to adapt to the latest business environment and development needs[66] Use and Allocation of Proceeds from Share Offer | Planned Use | Net Proceeds from Share Offer (HKD million) | Actual Use as at May 2, 2024 (HKD million) | Unutilized Proceeds as at May 2, 2024 (HKD million) | Reallocated Unutilized Proceeds (HKD million) | Amount Utilized after Reallocation as at May 31, 2024 (HKD million) | Proceeds Utilized as at May 31, 2024 (HKD million) | Actual Use as at May 31, 2025 (HKD million) | Unutilized Proceeds as at May 31, 2025 (HKD million) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Expansion of production capacity (i) Expansion of existing Selangor plant | 7.0 | (6.0) | 1.0 | – | – | – | – | – | | Expansion of production capacity (ii) Completion of new Kulai Jaya plant | 7.3 | (2.4) | 4.9 | – | – | – | – | – | | Expansion of production capacity (iii) Recruitment of new staff | 2.6 | (2.2) | 0.4 | 0.8 | (0.2) | 0.6 | (0.6) | – | | Acquisition of land parcel in Southern Malaysia | 8.4 | – | 8.4 | – | – | – | – | – | | Vertical expansion of business in the precast concrete joint box industry supply chain through M&A | 2.7 | – | 2.7 | – | – | – | – | – | | Expansion of sales and marketing team | 0.8 | (0.8) | 0.0 | – | – | – | – | – | | General working capital | 0.8 | (0.8) | 0.0 | – | – | – | – | – | | Acquisition of land use rights for a land parcel in Selangor, Malaysia | – | – | 0.0 | 13.2 | (1.3) | 11.9 | (11.9) | – | | Development costs for self-use plant and purchase of equipment and machinery on the land parcel | – | – | 0.0 | 3.4 | – | 3.4 | – | 3.4 | | Total | 29.6 | (12.2) | 17.4 | 17.4 | (1.5) | 15.9 | (12.5) | 3.4 | - As of May 31, 2025, HKD 3.4 million of unutilized proceeds are earmarked for development costs of a self-use plant and equipment purchase on the Selangor land parcel, expected to be fully utilized by May 31, 2026[68] Contingent Liabilities As of May 31, 2024, and May 31, 2025, the Group had no significant contingent liabilities - As of May 31, 2024, and May 31, 2025, the Group had no significant contingent liabilities[71] Corporate Governance and Other Information This section details the Group's corporate governance practices, employee policies, fundraising activities, and other relevant information Employees and Remuneration Policy As of May 31, 2025, the Group employed 73 staff across Malaysia, Hong Kong, and China, offering a remuneration package including salary, bonuses, allowances, and medical benefits, with annual assessments for adjustments and a share option scheme for long-term incentives - As of May 31, 2025, the Group had 73 employees across Malaysia, Hong Kong, and China[72] - Remuneration packages include salaries, bonuses, allowances, and medical benefits, determined based on employee qualifications, experience, capabilities, and market compensation levels[72] - The Group has an annual appraisal system for salary adjustments, bonuses, and promotions, and a share option scheme for long-term incentives[72] Fund Raising Activities in Past 12 Months On June 27, 2024, the company raised net proceeds of HKD 2.10 million through a new share subscription under general mandate, partially used to repay bills payable, with the remainder unutilized Fund Raising Activities in Past 12 Months | Announcement Date | Fund Raising Activity | Net Proceeds (approx.) | Intended Use | Actual Use | | :--- | :--- | :--- | :--- | :--- | | June 27, 2024 (completed on July 17, 2024) | Subscription of new shares under general mandate granted on November 22, 2023 | HKD 2.10 million | To repay bills payable | Partially (HKD 1.5 million) used for intended purpose and the remainder unutilized | Purchase, Sale or Redemption of Listed Securities For the year ended May 31, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the year ended May 31, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[74] Directors' Securities Transactions The company has adopted a code of conduct for directors' securities transactions, and all directors confirmed compliance with it and the GEM Listing Rules' required standards throughout FY2025 - The company has adopted a code of conduct for directors' securities transactions, and all directors confirmed compliance with relevant regulations throughout FY2025[75] Directors' Interests in Transactions, Arrangements and Contracts Neither the company nor its subsidiaries entered into any material transactions, arrangements, or contracts in which a director had a significant direct or indirect interest, remaining effective at year-end or any time during FY2025 - Neither the company nor any of its subsidiaries entered into any material transactions, arrangements, or contracts in which a director had a significant interest[76] Competing Business of Directors and Controlling Shareholders As of May 31, 2025, no directors, controlling shareholders, or their close associates held business interests that compete or may compete with the Group's business, and controlling shareholders confirmed compliance with non-competition undertakings - As of May 31, 2025, no directors, controlling shareholders, or their close associates held business interests that constitute or may constitute direct or indirect competition with the Group's business[77] - Controlling shareholders confirmed compliance with non-competition undertakings throughout FY2024[78] Sufficiency of Public Float Based on public information and directors' knowledge, the company maintains a sufficient public float, with at least 25% of its shares held by the public as of the announcement date - As of the announcement date, the company maintains a sufficient public float, with at least 25% of its shares held by the public[79] Corporate Governance Functions The Group has not established a corporate governance committee, with the Board of Directors assuming responsibility for corporate governance, including policy review, practice development, director training, and legal compliance, ensuring all directors receive timely information and access to company secretary services - The Group has not established a corporate governance committee, with the Board of Directors responsible for corporate governance functions[80] - The Board is responsible for reviewing and determining corporate governance policies and practices, director and senior management training, and legal and regulatory compliance[80] - The Board ensures all directors receive appropriate briefings and timely information, and have full access to the advice and services of the company secretary[81] Chairman and Chief Executive Officer Mr. Loh Swee Keong serves as both Chairman and Chief Executive Officer, a deviation from the Corporate Governance Code, which the Board deems appropriate for effective management and business development given his extensive experience since 1993 - Mr. Loh Swee Keong serves as both Chairman and Chief Executive Officer, deviating from Code Provision A.2.1 of the Corporate Governance Code[83][86] - The Board believes that Mr. Loh's dual role is in the Group's best interest for effective management and business development, given his continuous operation and management of the Group's operating subsidiaries since 1993[83][86] Corporate Governance Practices The Group's Board and senior management are committed to high corporate governance standards, implementing good practices for accountability, transparency, and enhanced internal controls, and complied with the Corporate Governance Code throughout the year, except for the combined roles of Chairman and CEO - The Group is committed to high standards of corporate governance, enhancing accountability and transparency through good practices, and strengthening internal control and risk management systems[84] - Except for the combined roles of Chairman and Chief Executive Officer, the Group complied with the code provisions of the Corporate Governance Code throughout the year[85][86] Compliance with Relevant Laws and Regulations Throughout the year, the Group consistently complied with relevant laws and regulations that significantly impact its business operations - Throughout the year, the Group consistently complied with relevant laws and regulations that significantly impact its business operations[87] Environmental Policy and Performance The company acknowledges its environmental responsibility in business activities, committing to environmental and social sustainability, and adhering to environmental laws and regulations through effective policies - The company is committed to achieving environmental and social sustainability, complying with environmental laws and regulations, and adopting effective environmental policies[88] Relationship with Stakeholders The Group considers employees, customers, and suppliers as key stakeholders for success, striving for corporate sustainability by motivating employees, providing quality products, collaborating with suppliers, and supporting community development - The Group considers employees, customers, and suppliers as key stakeholders for its success[89] - The Group is committed to achieving corporate sustainability by motivating employees, providing quality products and services, collaborating with suppliers, and supporting community development[89] Events After the Reporting Period Subsequent to the reporting period, on August 1, 2025, the company acquired 1% of Shenzhen Wanshun Jiaoche Cloud Information Technology Co., Ltd. for HKD 34.874 million through new share issuance, and the trading lot size for ordinary shares will change from 1,200 to 400 shares effective August 22, 2025 - On August 1, 2025, the company acquired 1% of the registered capital of Shenzhen Wanshun Jiaoche Cloud Information Technology Co., Ltd. for HKD 34.874 million through the issuance of new shares[90] - The board lot size for the company's ordinary shares traded on the Stock Exchange will change from 1,200 shares to 400 shares effective August 22, 2025[91] Results and Dividends The Group's results for the year ended May 31, 2025, are presented in the consolidated statement of profit or loss and other comprehensive income, with the Board not recommending a final dividend and no arrangements for shareholders to waive or agree to waive any dividends - The Group's results for the year ended May 31, 2025, are presented in the consolidated statement of profit or loss and other comprehensive income[92] - The Board does not recommend a final dividend (2024: nil), and there are no arrangements for shareholders to waive or agree to waive any dividends[93][94] Annual General Meeting and Closure of Register of Members The 2025 Annual General Meeting will be held on November 21, 2025, with the register of members closed from November 18 to November 21, 2025, to determine eligibility for attending and voting - The 2025 Annual General Meeting will be held on Friday, November 21, 2025[95] - To determine eligibility for attending and voting at the meeting, the company's register of members will be closed from November 18 to November 21, 2025 (both dates inclusive)[96] Audit Committee The Group established an Audit Committee on June 27, 2017, comprising three independent non-executive directors chaired by Mr. Yau Ka Hei, with written terms of reference in compliance with GEM Listing Rules and the Corporate Governance Code - The Group established an Audit Committee on June 27, 2017, comprising three independent non-executive directors, chaired by Mr. Yau Ka Hei[97] - The Audit Committee has written terms of reference in compliance with the GEM Listing Rules and the Corporate Governance Code[97] Publication of Annual Results and Annual Report This announcement has been published on the SEHK and company websites, and the 2025 Annual Report will also be available on these sites and dispatched to shareholders in due course - This announcement and the 2025 Annual Report will be published on the SEHK website www.hkexnews.hk and the company's website www.sktargetgroup.com[98](index=98&type=chunk)[99]