Financial Summary This section provides an overview of the Group's key financial performance indicators for the year, including revenue, adjusted earnings, and losses. Annual Key Financial Data The Group's revenue for FY2024 was approximately HKD 649 million, with adjusted revenue of approximately HKD 14.7 million, but recorded a full-year loss of approximately HKD 58.5 million, with loss attributable to owners of the Company of approximately HKD 30.6 million, and basic loss per share of 2.48 HK cents 2024 Key Financial Data | Indicator | Amount (HKD) | | :--- | :--- | | Revenue | 648,700,000 | | Earnings before finance costs, income tax expense, depreciation, amortization and reversal of prepaid lease payments | 14,700,000 | | Loss for the year | 58,500,000 | | Loss for the year attributable to owners of the Company | 30,600,000 | | Basic loss per share | 2.48 HK cents | Chairman's Report to Shareholders This section reviews the Group's financial performance, operating environment, and future outlook, highlighting challenges and strategic responses Annual Performance Review The Group's financial performance in FY2024 was unsatisfactory, with product revenue increasing but gross margin declining due to global monetary policy tightening, while the US-China trade war negatively impacted some business segments - The Group's financial performance in FY2024 was unsatisfactory, with product revenue increasing but gross margin declining, mainly due to the tightening of global monetary policies4 - The ongoing US-China trade war had a negative impact on certain business segments of the Group4 Operating Environment and Response Strategies To counter adverse impacts, the Group adopted diversified procurement to improve gross margin and avoid tariffs, prudently managed cash flow, and actively explored new market and industry opportunities - The Group has taken measures, including sourcing from different suppliers to improve gross margins and from Southeast Asian suppliers to avoid additional US tariffs on Chinese products4 - The Group will continue to adopt a prudent approach to managing its cash flow position and will strive to identify potential opportunities in the manufacturing segment of emerging markets and other industries to expand its revenue streams4 - Since 2018, the Group has outsourced production to Vietnamese suppliers and gradually closed its own production facilities in Tanzhou Town, Zhongshan City, China, with the land currently being redeveloped in cooperation with Huasuan into a precision intelligent manufacturing and R&D innovation center6 Future Outlook The Board acknowledges the Group is still seeking effective business growth avenues and remains committed to innovation and exploring opportunities to strengthen its revenue base and long-term profitability - The Board recognizes that the Group is still seeking effective avenues for business growth and will continue to focus on driving innovation6 - The Group will actively explore opportunities to strengthen its revenue base and long-term profitability6 Business Overview and Management Discussion and Analysis This section provides an overview of the Group's overall financial performance, segment-wise business performance, geographical results, and future prospects Overall Financial Performance The Group's gross margin decreased from 13.10% in 2023 to 9.90% in 2024, mainly due to rising material costs and global chip shortages, though adjusted earnings before specific costs turned profitable - The Group's gross margin decreased from approximately 13.10% in 2023 to approximately 9.90% in 2024, primarily due to rising material costs and global shortages of chips and integrated circuits8 Adjusted Revenue Comparison | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Earnings before finance costs, income tax expense, depreciation, amortization and reversal of prepaid lease payments | 14,682 | (95,074) | Segment Business Performance The Group's main business segments include media entertainment platform-related products, other multimedia products, and satellite TV equipment and antenna products, with varying performance across segments Media Entertainment Platform-Related Products This segment explored new opportunities in emerging markets, achieving approximately 73.69% year-on-year revenue growth, significantly improving segment operating results and profit margins, and remaining unaffected by the US-China trade war - Revenue from the media entertainment platform-related products segment increased by approximately 73.69% compared to 2023, as new business opportunities were explored in emerging markets9 - This segment has no US customers, and the US-China trade war is not expected to have a significant adverse impact10 Media Entertainment Platform-Related Products Segment Performance | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Segment Revenue | 169,268,000 | 97,454,000 | | Segment Operating Results | 12,330,000 | 3,552,000 | | Segment Profit Margin | 7.28% | 3.64% | Other Multimedia Products This segment's profitability was below expectations, impacted by rising material and freight costs, with revenue growing approximately 2.41% year-on-year but a significant decline in segment profit margin - The profitability of the other multimedia products segment was below expectations, mainly due to rising material costs and freight charges12 - The US-China trade war had some impact on this segment, and the Group is mitigating this by sourcing from regions outside China (e.g., Southeast Asia) and adjusting its logistics structure13 Other Multimedia Products Segment Performance | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Segment Revenue | 102,752,000 | 100,332,000 | | Segment Operating Results | 6,091,000 | 15,690,000 | | Segment Profit Margin | 5.93% | 15.64% | Satellite TV Equipment and Antenna Products This segment saw approximately 3.41% year-on-year revenue growth, but segment operating results decreased by approximately 38.23%, and profit margins declined, influenced by the US-China trade war - The profit margin of the satellite TV equipment and antenna products segment declined, despite economic recovery in North America14 - The Group is exploring business opportunities in other regions, such as cross-selling LNBs to existing customers in South Asia, and is committed to developing new products for next-generation radio and antenna communication modes16 Satellite TV Equipment and Antenna Products Segment Performance | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Segment Revenue | 376,669,000 | 364,249,000 | | Segment Operating Results | 18,773,000 | 30,393,000 | | Segment Profit Margin | 4.98% | 8.34% | Geographical Segment Performance Revenue in Asia significantly increased by 149.86%, substantially raising its proportion of total revenue, while North America's revenue decreased by 13.66% but remained the largest source Geographical Segment Revenue Comparison | Region | 2024 Revenue (HKD) | 2023 Revenue (HKD) | Year-on-Year Growth Rate | 2024 % of Total Revenue | 2023 % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | :--- | | Asia | 235,542,000 | 94,271,000 | 149.86% | 36.31% | 16.77% | | Europe | 81,932,000 | 80,972,000 | 1.19% | 12.63% | 14.41% | | Middle East | 13,678,000 | 8,510,000 | 60.73% | 2.11% | 1.51% | | North America | 299,419,000 | 346,801,000 | -13.66% | 46.16% | 61.70% | | South America | 17,449,000 | 30,185,000 | -42.19% | 2.69% | 5.37% | Outlook The Group will continue to focus on the Asian, European, and North American markets in the future, as these regions contribute the majority of its revenue - The Group will continue to focus on the Asian, European, and North American regions in the future, as their businesses account for the majority of the Group's revenue24 Consolidated Financial Statements This section presents the Group's consolidated statement of profit or loss and other comprehensive income, and consolidated statement of financial position Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's revenue grew to HKD 649 million in FY2024, but gross profit declined; the loss for the year significantly narrowed to HKD 58.5 million, with loss attributable to owners of the Company also substantially reduced, positively impacted by fair value gains on investment properties Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Revenue | 648,689 | 562,035 | | Cost of Sales | (584,490) | (488,427) | | Gross Profit | 64,199 | 73,608 | | Other Income, Gains and Losses | 35,281 | 19,069 | | Fair Value Gain / (Loss) on Investment Properties | 72,878 | (636) | | Loss Before Income Tax | (36,232) | (140,759) | | Income Tax (Expense) / Credit | (22,304) | 4,126 | | Loss for the Year | (58,536) | (136,633) | | Loss for the Year Attributable to Owners of the Company | (30,571) | (126,566) | | Basic Loss Per Share (HK cents) | (2.48) | (14.75) | Consolidated Statement of Financial Position As of the end of 2024, the Group's total non-current assets increased, mainly due to a significant rise in investment properties; however, total current liabilities substantially increased, leading to an expanded net current liabilities and net liabilities, indicating increased liquidity pressure Summary of Consolidated Statement of Financial Position | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Total Non-Current Assets | 430,257 | 345,657 | | Investment Properties | 307,084 | 197,471 | | Total Current Assets | 430,014 | 501,099 | | Total Current Liabilities | 665,502 | 489,183 | | Net Current (Liabilities) / Assets | (235,488) | 11,916 | | Net Liabilities | (69,160) | (36,963) | | Capital Deficiency Attributable to Owners of the Company | (64,402) | (58,360) | Notes This section provides detailed notes on the Group's general information, accounting policies, financial performance, and financial position General Information The Company is incorporated in Bermuda, listed on the Main Board of the Hong Kong Stock Exchange, and primarily engaged in the manufacturing and trading of satellite TV equipment and other electronic products - The Company is a limited company incorporated in Bermuda, and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited30 - The Group is principally engaged in the manufacturing and trading of satellite TV equipment products and other electronic products31 Adoption of Hong Kong Financial Reporting Standards The Group adopted several HKFRS amendments with no material impact on current or prior period results, while HKFRS 18, effective in 2027, is expected to have a broad impact on financial statement presentation and disclosure - The amendments to Hong Kong Financial Reporting Standards applied for the first time in the current year had no material impact on the Group's results and financial position32 - HKFRS 18 (Presentation and Disclosure in Financial Statements), effective January 1, 2027, is expected to have a broad impact on presentation and disclosure, particularly regarding statements of financial performance and management-defined performance measures36 Basis of Preparation The consolidated financial statements are prepared on a historical cost basis, except for investment properties, with the Board deeming the going concern basis appropriate despite significant uncertainties due to net loss and net current liabilities - The consolidated financial statements are prepared on a historical cost basis, except for investment properties which are measured at fair value38 - The Group recorded a net loss of HKD 58,536,000 for FY2024, and as of that date, had net current liabilities and net liabilities of HKD 235,488,000 and HKD 69,160,000 respectively, indicating a material uncertainty that may cast significant doubt on its ability to continue as a going concern3840 - The Board has considered various plans and measures, including the renewal of bank and other borrowings, extension of loan repayment dates, and unutilized bank credit facilities, and believes that the preparation of the consolidated financial statements on a going concern basis is appropriate3842 - The Company's functional currency is US Dollars, and the consolidated financial statements are presented in Hong Kong Dollars41 Segment Information The Group's operating segments include media entertainment platform-related products, other multimedia products, and satellite TV equipment and antenna products, with media entertainment products showing significant revenue growth in 2024 - The Group's operating segments include media entertainment platform-related products, other multimedia products, and satellite TV equipment and antenna products444546 Revenue and Results by Segment | Segment | 2024 Revenue (HKD Thousands) | 2023 Revenue (HKD Thousands) | 2024 Segment Results (HKD Thousands) | 2023 Segment Results (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | Media Entertainment Platform-Related Products | 169,268 | 97,454 | 12,330 | 3,552 | | Other Multimedia Products | 102,752 | 100,332 | 6,091 | 15,690 | | Satellite TV Equipment and Antenna Products | 376,669 | 364,249 | 18,773 | 30,393 | | Total | 648,689 | 562,035 | 37,194 | 49,635 | Income Tax Expense / (Credit) The Group recorded an income tax expense of HKD 22.3 million in 2024, compared to a credit in 2023, with applicable tax rates varying by region, including 25% in China, 16.5% in Hong Kong (tax-exempt due to losses), and 21% federal plus 6% state tax in the US Income Tax Expense / (Credit) | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Current Tax | 2,421 | 3,142 | | Over-provision in Prior Years | (1,991) | (983) | | Deferred Tax | 21,874 | (6,285) | | Total | 22,304 | (4,126) | - The corporate income tax rate applicable to subsidiaries in China is 25%50 - Hong Kong profits tax rate is 16.5%, but no tax is payable as entities operating in Hong Kong generated tax losses51 - US subsidiaries are subject to federal income tax at 21% and state income tax at 6%52 Loss for the Year The loss for the year includes various expenses such as employee benefits, cost of inventories sold, expected credit loss provisions for financial assets, and depreciation, notably with zero inventory write-downs and a reversal of inventory provision in 2024 Major Deductions / (Additions) to Loss for the Year | Item | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Total Employee Benefit Expenses | 75,374 | 84,783 | | Cost of Inventories Recognized as Expense | 584,490 | 488,427 | | Write-down of Inventories | – | 3,423 | | Reversal of Inventory Provision | (4,445) | (675) | | Expected Credit Loss Provision for Financial Assets | 12,406 | 11,886 | | Depreciation of Property, Plant and Equipment | 9,408 | 9,441 | | Depreciation of Right-of-Use Assets | 11,580 | 7,191 | | Amortization of Intangible Assets | 536 | 376 | Dividends The Board resolved not to recommend the payment of interim and final dividends for the year ended December 31, 2024 - The Board resolved not to recommend the payment of interim and final dividends for the year ended December 31, 2024 (2023: nil)56 Loss Per Share The Company's basic and diluted loss per share for 2024 was 2.48 HK cents, a significant reduction from 14.75 HK cents in 2023, with diluted loss per share being the same as basic due to no potential dilutive ordinary shares Loss Per Share | Indicator | 2024 (HK cents) | 2023 (HK cents) | | :--- | :--- | :--- | | Basic Loss Per Share | (2.48) | (14.75) | | Diluted Loss Per Share | (2.48) | (14.75) | - The weighted average number of ordinary shares used in the calculation of basic loss per share increased in 2023 due to a rights issue57 - As there were no potential dilutive ordinary shares for both years, the diluted loss per share was the same as the basic loss per share60 Amounts Due from an Associate / Loans to an Associate The Group's loans to and trade receivables from an associate both decreased, with corresponding expected credit loss provisions recognized, and the loans are unsecured, fixed-rate, while trade receivables are unsecured and non-interest bearing Amounts Due from an Associate and Loans | Item | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Loans to an Associate | 14,617 | 19,579 | | Trade Receivables | 25,595 | 33,923 | | Interest Receivable on Loans | 2,698 | 2,761 | | Total Amounts Due from an Associate | 28,293 | 36,684 | - The Group recognized an expected credit loss provision of HKD 9,834,000 (2023: HKD 2,105,000) for trade receivables due from an associate and HKD 4,962,000 (2023: HKD 1,224,000) for loans to an associate61 - The loans to an associate are unsecured, bear interest at a fixed annual rate of 4.75%, and are due on December 31, 202562 Trade and Bills Receivables and Other Receivables The Group's total trade and other receivables decreased, with a significant portion of receivables outstanding for over 180 days, and a reversal of expected credit loss provision for trade receivables was recognized in 2024 Trade and Bills Receivables and Other Receivables | Item | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Trade and Bills Receivables | 90,244 | 107,777 | | Other Receivables | 133,358 | 137,820 | | Total | 223,602 | 245,597 | | Less: Loss Allowance | (118,759) | (131,204) | Aging Analysis of Trade and Bills Receivables | Aging | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | 0 to 30 days | 82,038 | 15,873 | | 31 to 90 days | 9,097 | 59,862 | | 91 to 180 days | 2,454 | 28,496 | | Over 180 days | 115,414 | 134,750 | - The Group recognized a reversal of expected credit loss provision for trade receivables of HKD 2,390,000 for the current year (2023: expected credit loss provision of HKD 8,557,000)63 Trade and Bills Payables and Other Payables The Group's total trade and other payables increased, with an average credit period of 90 days, and the largest proportion of payables falling within the 0 to 30-day aging category Trade and Bills Payables and Other Payables | Item | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Trade Payables | 174,898 | 174,406 | | Bills Payables | 823 | 1,489 | | Deposits Received | 64,795 | 66,211 | | Other Payables and Accruals | 147,983 | 100,844 | | Total | 388,499 | 342,950 | Aging Analysis of Trade and Bills Payables | Aging | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | 0 to 30 days | 123,310 | 112,037 | | 31 to 90 days | 8,281 | 10,970 | | 91 to 360 days | 15,255 | 30,042 | | Over 360 days | 28,875 | 22,846 | - The average credit period for goods purchased is 90 days64 Other Disclosures This section covers the Group's financial condition review, contingent liabilities, litigation, dividends, human resources, significant investments, corporate governance, and audit-related matters Review of Financial Position The Group's cash and cash equivalents slightly decreased, while the current ratio and gearing ratio deteriorated, with a significant increase in short-term borrowings, and assets are extensively pledged to secure bank facilities Liquidity and Financial Resources | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 64,600,000 | 69,400,000 | | Current Ratio | 0.65 | 1.02 | | Total Borrowings | 398,100,000 | 421,600,000 | | Borrowings Due Within One Year | 219,000,000 | 87,200,000 | | Gearing Ratio | 46.28% | 49.79% | - Approximately 44.0% of the Group's bank and other borrowings are denominated in US Dollars, with the remainder in RMB, Vietnamese Dong, and New Taiwan Dollars, bearing effective annual interest rates ranging from 2.00% to 12.00%65 - The Group's general banking facilities are secured by bank deposits, property, plant and equipment, investment properties, trade receivables, inventories, and equity interests in Bo Bai Technology Co, Ltd66 - The Group faces foreign currency exchange risk, but management believes the recent depreciation pressure on RMB is manageable and will continue to assess foreign exchange risk67 Contingent Liabilities The Group provides bank guarantees for property buyers' mortgage arrangements, with the guaranteed amount significantly increasing, but the directors consider the fair value and expected credit loss of these guarantees to be immaterial Contingent Liabilities (Bank Guarantees) | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Guaranteed Amount | 136,230,000 | 42,493,000 | - The directors believe that the fair value of these financing guarantees given to buyers was not material at initial recognition, and the expected credit loss at the end of the reporting period is not material68 Litigation The Group faces a lawsuit in India from a minority shareholder alleging oppression or mismanagement, but the Board, after legal consultation, believes the likelihood of significant loss is low, thus no provision has been made - Aggressive Digital Systems Private Ltd., a non-wholly owned subsidiary of the Company, faces a lawsuit in India initiated by a minority shareholder alleging oppression or mismanagement69 - After consulting legal counsel, the Board believes that the likelihood of the Group incurring any significant loss from this litigation is low, and therefore no provision has been made69 Final Dividend The Board resolved not to declare a final dividend for the year ended December 31, 2024 - The Board resolved not to declare a final dividend for the year ended December 31, 2024 (2023: nil)70 Human Resources and Remuneration Policy As of the end of 2024, the Group's full-time employee count increased to 1,116, with remuneration based on performance and responsibilities, and directors' and senior management's remuneration is regularly reviewed Number of Full-time Employees | Year | Number of Employees | | :--- | :--- | | 2024 | 1,116 | | 2023 | 1,054 | - Employee remuneration is determined based on employee performance and responsibilities, and training related to workplace health and safety is provided71 - Directors and senior management receive remuneration in the form of salaries, benefits in kind, and/or discretionary bonuses linked to the Group's performance, which are regularly reviewed71 Significant Investments Held and Future Plans for Material Investments or Capital Assets The Company has no significant investment plans beyond disclosed matters; following the MyHD equity sale, substantial overdue loans and guarantees remain, and the Zhongshan industrial land is being redeveloped with Huasuan involving equity and land pledges Disposal of Entire Interest in MyHD and Continuation of Loans and Guarantees The Company disposed of its 51% interest in MyHD for a nominal consideration in 2019 but remains obligated for existing loans to the target company and MyHD, with overdue loans totaling USD 132.02 million fully impaired, and a maximum guarantee of USD 3.5 million - The Company disposed of its 51% interest in MyHD in 2019 but remains obligated to advance loans to the target company and MyHD under existing arrangements7374 MyHD Related Overdue Loans (as of December 31, 2024) | Item | Amount (USD) | | :--- | :--- | | Outstanding Principal Amount | 71,298,000 | | Accrued Interest | 60,725,000 | | Total | 132,023,000 | - The Company fully impaired these receivables with a provision of HKD 646,366,000 as of December 31, 2019, and no interest income has been recognized due to the extremely low recoverability75 - The Company provided a guarantee to MyHD for a maximum amount of USD 3,500,000 (approximately HKD 27,332,000), and a financial guarantee provision has been recognized75 Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the year ended December 31, 2024, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures other than those disclosed - For the year ended December 31, 2024, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures76 Cooperation Agreement and Joint Venture Agreement for Redevelopment The Group is collaborating with Huasuan to redevelop Zhongshan industrial land into a precision intelligent manufacturing and R&D innovation center, with Huasuan providing RMB 60 million as a cooperation deposit and collateral, and the joint venture allocating new building areas based on agreed proportions - The Group entered into a cooperation agreement with Huasuan to redevelop industrial land in Zhongshan City, China, into a landmark precision intelligent manufacturing center and R&D innovation center7779 - Huasuan has paid the Group a cooperation deposit of RMB 60,000,000 as a guarantee, secured by 100% equity interest in Zhongshan Sandmartin and one of the three land parcels within the land78 - The Group and Huasuan established an unincorporated joint venture, with the Group providing the land and Huasuan responsible for funding all redevelopment costs, and the new building areas are allocated at a ratio of 20% for the Group and 80% for Huasuan (with additional special allocation terms)7981 - For the year ended December 31, 2024, a fair value change of HKD 87,880,000 was recognized in profit or loss for investment properties under joint operation82 Compliance with Corporate Governance Code The Company has applied and complied with the mandatory disclosure requirements and code provisions of the Corporate Governance Code, with a deviation noted due to non-executive directors' absence from the AGM - The Company has applied and complied with the mandatory disclosure requirements and code provisions of the Corporate Governance Code84 - Mr. Kwok Yan Ho, the Non-executive Director and Chairman of the Board, and Mr. Ng Ka Ming and Mr. Lo Ming Hin, the Independent Non-executive Directors, were unable to attend the Company's Annual General Meeting held on June 7, 2024, due to their respective other commitments84 Purchase, Sale or Redemption of Shares For the year ended December 31, 2024, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and the Company held no treasury shares - For the year ended December 31, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities85 - As of December 31, 2024, the Company held no treasury shares86 Compliance with the Model Code for Securities Transactions by Directors The Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed compliance with its standards for the year ended December 31, 2024 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as the code of conduct for directors' dealings in the Company's securities87 - Following specific enquiries, all directors confirmed that they had complied with the required standards set out in the Model Code regarding securities transactions for the year ended December 31, 202487 Review of Annual Results The auditor has confirmed the consistency of the consolidated financial results in this announcement with the audited consolidated financial statements, which have also been reviewed by the Audit Committee - The auditor, BDO Limited, has confirmed that the consolidated financial results of the Group for the year ended December 31, 2024, as set out in this announcement, are consistent with the amounts in the audited consolidated financial statements88 - The Company's Audit Committee has reviewed the Group's audited consolidated financial statements for the year ended December 31, 202489 Excerpt from Independent Auditor's Report The auditor issued a true and fair opinion on the Group's consolidated financial statements but highlighted significant uncertainties related to going concern Opinion The auditor believes the consolidated financial statements fairly present the Group's consolidated financial position as of December 31, 2024, and its consolidated financial performance and cash flows for the year then ended, in accordance with HKFRS - The auditor believes that the consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Group as of December 31, 2024, and its consolidated financial performance and consolidated cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants91 Material Uncertainty Related to Going Concern The auditor drew attention to the Group's HKD 58.5 million net loss for 2024, HKD 235.5 million net current liabilities, and HKD 69.2 million net liabilities, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, without modifying their opinion - The Group incurred a net loss of HKD 58,536,000 for the year ended December 31, 2024, and as of that date, the Group's current liabilities exceeded its current assets by HKD 235,488,000 and had net liabilities of HKD 69,160,00092 - These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern92 - The auditor did not modify their opinion in respect of this matter92 Delay in Publication of 2024 Annual Results Announcement The Company's delay in publishing the 2024 annual results announcement was primarily due to audit procedure delays at overseas subsidiary Yongchen Technology, caused by staff turnover, information delays, and changes in audit methodology - The Company was unable to publish its 2024 annual results announcement on time, primarily due to delays in the audit procedures of certain overseas subsidiaries (Yongchen Technology Co, Ltd)9394 - The reasons for the delay include staff turnover in the component's finance department, failure to recruit suitable personnel in a timely manner, and the growth of the Indian subsidiary's business leading to a change in audit methodology from high-level analytical review to a more comprehensive audit procedure95 - The delay in the Group's audit process is procedural in nature and does not indicate any substantive accounting or financial reporting issues within the Group95 Publication of Annual Results Announcement This annual results announcement has been published on the Company's website and the Stock Exchange website - This annual results announcement is published on the Company's website (www.sandmartin.com.hk) and the Stock Exchange website (www.hkexnews.hk)[96](index=96&type=chunk) Delay in Despatch of 2024 Annual Report and Publication of Environmental, Social and Governance Report Due to the delayed publication of the 2024 annual results announcement, the despatch and publication dates for the 2024 annual report and Environmental, Social and Governance Report will be postponed - Due to the delay in publishing the 2024 annual results announcement, the Company's 2024 annual report and Environmental, Social and Governance Report will not be despatched or published before April 30, 202597 Delay in Publication of 2025 Interim Results Announcement and Despatch of 2025 Interim Report As the 2024 annual results announcement has not yet been published, the publication and despatch dates for the 2025 interim results announcement and interim report will also be postponed until late September 2025 or later - As the 2024 annual results announcement has not yet been published, the Company will not publish its preliminary announcement of 2025 interim results before August 31, 2025, and it is expected to be postponed until on or before the end of September 202598 - The despatch of the 2025 interim report will also be delayed until after September 30, 202598 Continued Suspension of Trading in Shares Trading in the Company's shares has been suspended on the Stock Exchange since April 1, 2025, and will remain suspended until the resumption guidance is fulfilled - Trading in the Company's shares on the Stock Exchange has been suspended since 9:00 a.m. on April 1, 2025, and will continue to be suspended until further notice, pending the Company''s fulfillment of the resumption guidance99 Board of Directors The Company's Board of Directors includes executive directors Mr. Hung Chung Chun and Mr. Chan Wai Kwan, non-executive director and Chairman Mr. Kwok Yan Ho, and independent non-executive directors Mr. Lo Ming Hin, Ms. Chan Wai Hei, and Mr. Ng Ka Ming - Executive Directors: Mr. Hung Chung Chun and Mr. Chan Wai Kwan102 - Non-executive Director: Mr. Kwok Yan Ho (Chairman)102 - Independent Non-executive Directors: Mr. Lo Ming Hin, Ms. Chan Wai Hei and Mr. Ng Ka Ming102
圣马丁国际(00482) - 2025 - 年度业绩