瓦普思瑞元宇宙(08093) - 2025 - 年度业绩

Cover and Disclaimer Announcement Overview and GEM Characteristics This announcement presents the annual results of WAPS Metaverse Limited for the year ended June 30, 2025, highlighting the higher investment risks associated with GEM-listed companies - This announcement is the annual results announcement of WAPS Metaverse Limited (Stock Code: 8093) for the year ended June 30, 2025[1] - The GEM market provides a listing platform for small and medium-sized companies with higher investment risks compared to other listed companies on the Stock Exchange, and investors should understand the potential risks[1] - Securities of GEM-listed companies may be subject to greater market volatility risks, and high liquidity cannot be guaranteed[2] Directors' Responsibility Statement The Company's directors jointly and individually assume full responsibility for the information in this announcement, confirming its accuracy, completeness, and absence of misleading or fraudulent content - The Company's directors jointly and individually assume full responsibility for the information contained in this announcement[3] - The directors confirm that the information in the announcement is accurate and complete in all material respects, without misleading or fraudulent content, and without any omissions[3] Financial Results Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended June 30, 2025, the Group's revenue significantly decreased by 64.3% to HK$44,450 thousand, gross profit turned from loss to a profit of HK$1,302 thousand, and the year's profit of HK$17,535 thousand turned into a loss of HK$20,300 thousand, resulting in a basic loss per share of 2.76 HK cents | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 44,450 | 124,541 | | Cost of goods and services sold | (43,148) | (136,911) | | Gross profit/(loss) | 1,302 | (12,370) | | Other income, gains and losses, net | (14,392) | 39,084 | | Selling and distribution expenses | (1,110) | (864) | | Administrative expenses | (6,046) | (8,135) | | Finance costs | (30) | (1,283) | | (Loss)/profit before tax | (20,276) | 16,432 | | Income tax expense/(credit) | (24) | 1,103 | | (Loss)/profit for the year attributable to owners of the Company | (20,300) | 17,535 | | Basic (loss)/earnings per share (HK cents) | (2.76) | 3.06 | - Total other comprehensive (expense)/income for the year turned from a gain of HK$6,351 thousand in 2024 to an expense of (HK$2,950) thousand in 2025, primarily due to exchange differences on foreign operations[5] Consolidated Statement of Financial Position As at June 30, 2025, the Group's total assets less current liabilities were HK$45,826 thousand, a decrease from 2024; net current assets were HK$45,631 thousand, and total equity decreased to HK$45,766 thousand despite an increase in share capital | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 6 | – | | Right-of-use assets | – | 195 | | Total non-current assets | 6 | 195 | | Current assets | | | | Trade receivables | 21,811 | 5,655 | | Prepayments and other receivables | 79,281 | 87,306 | | Cryptocurrencies | – | 10 | | Restricted bank deposits | – | 101 | | Bank balances and cash | 8,104 | 4,146 | | Total current assets | 109,196 | 97,218 | | Current liabilities | | | | Trade payables | 24,569 | 6,577 | | Accruals and other payables | 27,707 | 23,248 | | Borrowings | 7,402 | 1,856 | | Loan from a shareholder and a director | 114 | 705 | | Loan from a shareholder | – | 716 | | Loan from directors | 1,816 | 219 | | Loan from a ultimate beneficial owner | 1,793 | 4,508 | | Lease liabilities | – | 139 | | Current tax liabilities | 25 | – | | Total current liabilities | 63,565 | 37,829 | | Net current assets | 45,631 | 59,389 | | Total assets less current liabilities | 45,826 | 59,395 | | Non-current liabilities | | | | Lease liabilities | 60 | – | | Total non-current liabilities | 60 | – | | Net assets | 45,766 | 59,395 | | Capital and reserves | | | | Share capital | 8,246 | 6,872 | | Reserves | 37,520 | 52,523 | | Total equity | 45,766 | 59,395 | Notes to the Financial Statements General Information WAPS Metaverse Limited is incorporated in the Cayman Islands with its principal place of business in Hong Kong, primarily engaged in internet advertising services and digital industry empowerment platform business, with its shares suspended from trading in October 2021 and resumed in September 2022 - The Company is incorporated in the Cayman Islands and has its principal place of business in Hong Kong[8] - The principal activities of the Company's subsidiaries are the provision of internet advertising services and digital industry empowerment platform business[8] - The Company's shares were suspended from trading on October 4, 2021, and resumed trading on September 26, 2022[9] Basis of Preparation of Financial Statements The consolidated financial statements are prepared on a historical cost basis and a going concern basis, despite significant uncertainties arising from net cash outflow from operating activities and demand loans in FY2025, which the Board addresses through financing and strategic adjustments - The consolidated financial statements are prepared on a historical cost basis[10] - The Group recorded a net cash outflow from operating activities of approximately HK$9,354,000 in FY2025, and has several loans repayable on demand, with total bank balances and cash of approximately HK$8,104,000, indicating a material uncertainty regarding going concern[11][39] - The Board plans to support going concern through equity financing, long-term debt financing, negotiating repayment extensions with creditors, developing business strategies to generate cash flow, and agreements from shareholders/directors/ultimate beneficial owners not to demand repayment of loans[12][14] Application of New and Revised Hong Kong Financial Reporting Standards The Group has adopted new and revised Hong Kong Financial Reporting Standards effective for the current year, with no significant impact expected on its financial performance or position - The Group has initially applied several new and revised Hong Kong Financial Reporting Standards, including HKFRS 16 (Amendments) and HKAS 1 (Amendments)[15] - The application of new and revised Hong Kong Financial Reporting Standards in the current year has no significant impact on the Group's financial performance and position[15][17] Revenue The Group's revenue, derived from internet advertising services and digital industry empowerment platform business, significantly decreased to HK$44,450 thousand in 2025 from HK$124,541 thousand in 2024, primarily due to a sharp decline in internet advertising services revenue - The Group's reportable segments are internet advertising services and digital industry empowerment platform business[19] | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Internet advertising services | 57 | 124,339 | | Digital industry empowerment platform business | 44,393 | 202 | | Total Revenue | 44,450 | 124,541 | - In 2025, all revenue was recognized at a point in time, while in 2024, HK$28,419 thousand of revenue was recognized over time[19] Other Income, Gains and Losses, Net Net other income, gains, and losses for the year turned from a net gain of HK$39,084 thousand in 2024 to a net loss of HK$14,392 thousand in 2025, mainly due to a significant increase in impairment losses on trade and other receivables | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank interest income | 1 | 37 | | Gain on disposal of subsidiaries | 18,664 | 1,651 | | Gain on disposal of assets and liabilities related to assets held for sale | – | 2,321 | | Impairment loss recognized on trade receivables, prepayments and other receivables | (37,314) | (5,103) | | Reversal of impairment loss recognized on trade receivables, prepayments and other receivables | 1,479 | 40,053 | | Miscellaneous income | 2 | 344 | | Net exchange gains/(losses) | 2,776 | (219) | | Total | (14,392) | 39,084 | - The significant increase in impairment losses on trade and other receivables to HK$37,314 thousand in 2025 was the primary reason for the net loss[20] Finance Costs Finance costs for the year significantly decreased to HK$30 thousand, a 97.7% reduction from HK$1,283 thousand in 2024, primarily due to a substantial decrease in interest expenses from shareholder, director, and other borrowings | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest on other borrowings | – | 26 | | Interest on loan from a shareholder and a director | 24 | 704 | | Interest on loan from a shareholder | – | 550 | | Interest on lease liabilities | 6 | 3 | | Total | 30 | 1,283 | - The significant reduction in finance costs is primarily attributable to a substantial decrease in interest on loans from shareholders and directors[22] Income Tax Expense/(Credit) Income tax expense for the year was HK$24 thousand, compared to a credit of HK$1,103 thousand in 2024, primarily comprising China corporate income tax (25%) and Hong Kong profits tax (8.25% for the first HK$2 million, 16.5% thereafter), with no income tax in the Cayman Islands and BVI | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | China corporate income tax — current tax | 24 | – | | Hong Kong profits tax — over-provision in prior years | – | (1,103) | | Total | 24 | (1,103) | - China corporate income tax is provided at a rate of 25%[24] - Hong Kong profits tax adopts a two-tiered system, with a tax rate of 8.25% on the first HK$2,000,000 of assessable profits and 16.5% on the remaining assessable profits[23] Dividends For the year ended June 30, 2025, the Company neither paid nor proposed any dividends to ordinary shareholders, and no dividends have been proposed since the end of the reporting period - For the year ended June 30, 2025, no dividends were paid or proposed (2024: HK$nil)[26] Loss/Earnings Per Share For the year ended June 30, 2025, the loss attributable to owners of the Company was HK$20,300 thousand, resulting in a basic loss per share of 2.76 HK cents, with no diluted loss or earnings per share presented due to the absence of potential ordinary shares | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | (Loss)/profit for the purpose of calculating basic (loss)/earnings per share | (20,300) | 17,535 | | Weighted average number of ordinary shares for the purpose of calculating basic (loss)/earnings per share (thousand shares) | 736,528 | 573,596 | - Diluted loss per share and diluted earnings per share are not presented as the Company had no potential ordinary shares in issue for both years[28] Trade Receivables As at June 30, 2025, net trade receivables increased significantly to HK$21,811 thousand from HK$5,655 thousand in 2024, with the Group generally granting credit terms of no more than 60 days and having made an impairment provision of HK$4,360 thousand for estimated uncollectible amounts | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables | 26,171 | 7,746 | | Less: Provision for impairment loss | (4,360) | (2,091) | | Net | 21,811 | 5,655 | - The Group generally grants credit terms of no more than 60 days to its customers and holds no collateral for these balances[29] | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 17,251 | – | | 31 to 60 days | – | 4,560 | | 61 to 90 days | – | 3 | | 91 to 180 days | 846 | – | | 181 to 365 days | 4,806 | – | | Total | 21,811 | 5,655 | Trade Payables As at June 30, 2025, trade payables increased significantly to HK$24,569 thousand from HK$6,577 thousand in 2024, with most payables aged within 30 days and normal credit terms ranging from 0 to 90 days | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables | 24,569 | 6,577 | | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 21,108 | 4 | | 31 to 60 days | – | – | | 61 to 90 days | – | – | | 91 to 180 days | – | – | | Over 180 days | 3,461 | 6,573 | | Total | 24,569 | 6,577 | - The normal credit period for purchases of goods ranges from 0 to 90 days, with longer credit periods granted by certain suppliers based on specific circumstances[32] Share Capital As at June 30, 2025, the Company's issued and fully paid share capital increased to HK$8,246 thousand, primarily through three share subscriptions, with the most recent completion on March 7, 2025, issuing 137,440,000 new shares for HK$9,620,800 | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Authorized share capital (4,000,000,000 shares of HK$0.01 par value each) | 40,000 | 40,000 | | Issued and fully paid: beginning of year | 6,872 | 5,080 | | Ordinary shares issued under share subscription | 1,374 | 1,792 | | Issued and fully paid: end of year | 8,246 | 6,872 | - On February 20, 2025, the Company entered into subscription agreements with two independent third parties to allot and issue 137,440,000 new shares at HK$0.07 per share, completed on March 7, 2025, generating proceeds of HK$9,620,800[36] - The Board believes that the terms of the subscription agreements, including the subscription price, are fair and reasonable and in the overall interests of the Company and its shareholders[37] Extracts from Independent Auditor's Report Opinion The independent auditor believes that the consolidated financial statements fairly present the Group's consolidated financial position as at June 30, 2025, and its consolidated financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards - The auditor believes that the consolidated financial statements truly and fairly reflect the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards[38] Material Uncertainty Related to Going Concern The auditor highlights a material uncertainty regarding the Group's ability to continue as a going concern due to net cash outflow from operating activities and demand loans in FY2025, despite which the auditor's opinion remains unmodified after considering the Board's actions - The Group recorded a net cash outflow from operating activities of approximately HK$9,354,000 in FY2025, and has several loans repayable on demand, with total bank balances and cash of approximately HK$8,104,000[39] - The aforementioned conditions indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[39] - The auditor's opinion is not modified in respect of this going concern uncertainty, as the Board's measures have been considered[39] Final Dividend The Board does not recommend the payment of any final dividend for the year ended June 30, 2025 - The Board does not recommend the payment of any final dividend for the year ended June 30, 2025 (2024: HK$nil)[40] Management Discussion and Analysis Introduction The Group is primarily engaged in the construction and operation of internet advertising services and digital industry empowerment platforms - The Group is primarily engaged in the construction and operation of internet advertising services and digital industry empowerment platforms[41] Business Review The Group provides global internet advertising services and actively expands digital industry platform services, offering integrated solutions to connect online and offline resources for efficient, collaborative digital business support - The Group provides global internet advertising services, including advertising design, agency, production, publishing, big data support, and integrated marketing solutions[42] - The Group actively expands its digital industry platform services, offering integrated solutions such as smart equipment procurement, offline event planning, technical operation and maintenance support, and online-offline procurement, sales, and consulting[42] - The service system aims to connect online and offline resources, providing customers with efficient, collaborative, and fully digital business support[42] Outlook Facing declining growth potential in traditional internet advertising, the Group plans to optimize its business model by expanding into internet derivative product promotion, enhancing data-driven precision marketing, integrating AI tools, developing cultural tourism projects and IP content, and adopting Web3 technologies to create sustainable shareholder value - Traditional internet advertising business faces challenges of declining growth potential and widening gap with customer expectations[43] - The Group will optimize its business model, expand into internet derivative product promotion, strengthen data-driven precision marketing capabilities, and introduce AI tools to optimize advertising creativity and placement strategies[43] - The Group will actively develop new areas such as cultural tourism project operations and IP content development, and continuously introduce cutting-edge technologies like Web3, deeply integrating intelligent algorithms and IoT capabilities to enhance intelligence[43][45] Financial Review The Group's FY2025 revenue significantly declined due to traditional internet advertising challenges, despite strong digital platform performance; gross margin improved, but other income turned to a net loss, administrative expenses decreased, and finance costs sharply dropped, ultimately leading to a loss primarily from increased credit loss provisions Revenue The Group's FY2025 revenue was approximately HK$44.5 million, a decrease of about 64.3% from FY2024, primarily reflecting structural challenges in traditional internet advertising and reduced client budgets, which growth in digital industry empowerment platform business could not fully offset | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Year-on-year change | | :--- | :--- | :--- | :--- | | Revenue | 44.5 | 124.5 | -64.3% | - The decrease in revenue primarily reflects the structural challenges faced by the traditional internet advertising business, including industry competition and reduced client budgets[47] - The digital industry empowerment platform business performed strongly, recording significant growth and gradually becoming a new growth driver, but its revenue contribution has not yet fully offset the decline in the traditional advertising business[47] Cost of Sales and Gross Profit FY2025 cost of sales was approximately HK$43.1 million, a 68.5% year-on-year decrease, mainly due to scaling back high-cost traditional internet advertising, leading to a significant gross margin improvement from a 9.9% gross loss rate in 2024 to a 2.9% gross profit rate | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Year-on-year change | | :--- | :--- | :--- | :--- | | Cost of sales | 43.1 | 136.911 | -68.5% | | Gross margin | 2.9% | -9.9% | +12.8 percentage points | - The decrease in cost of sales primarily resulted from the Group's proactive business restructuring, significantly reducing the scale of its high-cost traditional internet advertising business[49] - The significant improvement in gross margin is mainly attributed to the reduction in high-cost internet advertising business, optimizing the overall cost structure[49] Other Income, Gains and Losses, Net Net other income, gains, and losses for FY2025 turned from a net gain of approximately HK$39.1 million in 2024 to a net loss of approximately HK$14.4 million, primarily due to increased credit loss provisions for other receivables and prepayments in light of overall market risk changes | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | | :--- | :--- | :--- | | Other income, gains and losses, net | -14.4 | 39.1 | - The loss for the year primarily resulted from the Group's increased credit loss provisions for other receivables and prepayments, in view of overall market risk changes[50] Selling and Distribution Expenses Selling and distribution expenses for FY2025 were approximately HK$1.1 million, an increase from HK$0.9 million in 2024, mainly due to marketing expenses incurred by the digital industry empowerment platform business for new business development | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | | :--- | :--- | :--- | | Selling and distribution expenses | 1.1 | 0.9 | - The increase in selling and distribution expenses was primarily due to marketing expenses incurred by the digital industry empowerment platform business for new business development[51] Administrative Expenses Administrative expenses for FY2025 were approximately HK$6.0 million, a decrease of about 25.9% from HK$8.1 million in 2024, mainly due to cost compression and streamlining of personnel costs | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Year-on-year change | | :--- | :--- | :--- | :--- | | Administrative expenses | 6.0 | 8.1 | -25.9% | - The decrease in administrative expenses was primarily due to cost compression and streamlining of personnel costs[52] Finance Costs Finance costs for FY2025 significantly decreased to HK$30 thousand from HK$1.3 million in 2024, primarily due to reduced interest expenses paid to shareholders, directors, and third parties | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | | :--- | :--- | :--- | | Finance costs | 0.03 | 1.3 | - The decrease in finance costs was primarily due to reduced interest expenses paid to shareholders, directors, and third parties[53] Income Tax Expense Income tax expense primarily refers to Hong Kong profits tax paid by the Company's Hong Kong subsidiaries at a 16.5% rate and China corporate income tax paid by its China subsidiaries at a 25% rate - Income tax refers to Hong Kong profits tax paid by Hong Kong subsidiaries at a 16.5% rate and China corporate income tax paid by China subsidiaries at a 25% rate[54] Loss/Profit for the Year The Group recorded a loss of approximately HK$20.3 million in FY2025, compared to a profit of approximately HK$17.5 million in FY2024, primarily due to increased credit loss provisions for other receivables and prepayments in light of current overall market risks | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | | :--- | :--- | :--- | | Loss/profit for the year | -20.3 | 17.5 | - The turn from profit to loss was primarily due to increased credit loss provisions for other receivables and prepayments[55] Financial Position, Liquidity and Financial Resources The Group maintains prudent cash and financial management policies; as at June 30, 2025, total cash and bank balances increased to approximately HK$8.1 million, outstanding borrowings rose to HK$7.4 million, the total debt-to-equity ratio increased to 16.2%, and trade receivables expanded to HK$21.8 million due to digital business growth - The Group adopts prudent cash and financial management policies, with cash centrally managed and deposited in banks in Hong Kong and mainland China[56] | Indicator | June 30, 2025 (HK$ million) | June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Total cash and bank balances | 8.1 | 4.2 | | Outstanding borrowings | 7.4 | 1.9 | | Total debt-to-equity ratio | 16.2% | 3.1% | | Trade receivables | 21.8 | 5.7 | - The increase in cash and bank balances was primarily due to cash inflows from operating activities, borrowings, and equity financing[56] - The growth in trade receivables primarily stemmed from the rapid expansion of the digital industry empowerment platform business[58] Financial Management Policies The Group faces currency and interest rate risks, but foreign exchange risk is minimal as major transaction currencies align with operating and reporting currencies; no interest rate hedging contracts are in place due to low current rates, but interest rate risk is closely monitored - The Group faces currency risk and interest rate risk, with risk management policies aimed at minimizing adverse impacts[59] - Foreign exchange risk has minimal impact on the Group, as major transaction currencies (RMB, HKD, USD) are linked to operating and reporting currencies[59] - The Group has not entered into any interest rate hedging contracts or derivative financial instruments but closely monitors interest rate risk[60] Use of Proceeds The Company completed a share subscription on March 7, 2025, issuing 137,440,000 new shares for net proceeds of HK$9,520,800, intended for debt repayment, general working capital, and business expansion, with a portion utilized by June 30, 2025, and the remaining balance to be used as planned - The Company completed a share subscription on March 7, 2025, issuing 137,440,000 new shares, with net proceeds of HK$9,520,800[61] - The net proceeds are intended for repayment of borrowings, general working capital, and the Group's business expansion[61] | Allocation of Net Proceeds | Amount Utilized (HK$) | Net Balance (HK$) | | :--- | :--- | :--- | | Repayment of certain borrowings | 1,904,160 | – | | General working capital | 3,760,400 | 1,000,000 | | Business expansion | 962,240 | 1,894,000 | Pledge of Assets As at June 30, 2025, the Group had no pledged bank deposits to secure its bank facilities - As at June 30, 2025, the Group had no pledged bank deposits to secure its bank facilities[65] Capital Commitments As at June 30, 2025, the Group had no significant capital commitments - As at June 30, 2025, the Group had no significant capital commitments[66] Contingent Liabilities As at June 30, 2025, the Group had no significant contingent liabilities - As at June 30, 2025, the Group had no significant contingent liabilities[67] Risk Management and Uncertainties The Board considers risk management essential for the Group's effective operations, with management assisting in regular assessment of key risks and implementation of appropriate risk management and internal control measures - The Board considers risk management essential for the Group's effective operations[68] - Management assists the Board in regularly assessing key risks and formulating appropriate risk management and internal control measures[68] Significant Acquisitions and Disposals For the year ended June 30, 2025, the Group had no significant acquisitions or disposals - For the year ended June 30, 2025, the Group had no significant acquisitions or disposals[69] Events After Reporting Period Subsequent to the reporting period, the Company proposed a share consolidation (20 existing shares into 1 consolidated share) and a change in board lot size from 5,000 existing shares to 2,000 consolidated shares, and entered into a subscription agreement with Invengo Technology Pte. Ltd. to subscribe for 8,246,400 consolidated shares at HK$1.60 per consolidated share - The Company proposed a share consolidation on the basis of 20 existing shares into 1 consolidated share[70] - Upon the share consolidation becoming effective, the board lot size will be changed from 5,000 existing shares to 2,000 consolidated shares[70] - The Company entered into a subscription agreement with Invengo Technology Pte. Ltd. to subscribe for 8,246,400 consolidated shares at HK$1.60 per consolidated share[72] Employees and Remuneration Policy As at June 30, 2025, the Group had 12 employees with total staff costs of approximately HK$1.5 million; remuneration policy is set by the Remuneration Committee based on responsibilities, experience, and capabilities, including salaries, discretionary bonuses, and pension scheme contributions, with training provided and MPF for Hong Kong employees and government retirement benefits for China employees | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of employees | 12 | 14 | | Total staff costs (HK$ million) | 1.5 | 2.0 | - The employee remuneration policy is determined by the Remuneration Committee with reference to employees' responsibilities, duties, experience, and capabilities, including salaries, discretionary bonuses, and contributions to pension schemes[74] - The Group provides MPF for Hong Kong employees and government retirement benefit schemes for China employees[76][77] Changes in Directors' Information Since the publication of the latest annual report, two executive directors have resigned: Ms. Liu Qin effective June 16, 2025, and Mr. Gan Xiaohua effective July 8, 2025 - Ms. Liu Qin resigned as an executive director of the Company, effective June 16, 2025[78] - Mr. Gan Xiaohua resigned as an executive director of the Company, effective July 8, 2025[78] Directors' and Controlling Shareholders' Interests in Competing Business For the year ended June 30, 2025, the directors were unaware of any competing business interests held by directors or controlling shareholders, nor any other conflicts of interest - The directors are unaware of any business or interest held by directors or controlling shareholders that competes or may compete with the Group's business[79] - No other conflicts of interest between any such persons and the Group are known or may exist[79] Purchase, Sale or Redemption of Listed Securities of the Company For the year ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the year ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[80] Standard Code for Securities Transactions The Company has adopted a code of conduct no less exacting than the required standard set out in the GEM Listing Rules, and all directors confirmed compliance with both the standard code and the code of conduct for the year ended June 30, 2025 - The Company has adopted a code of conduct with terms no less exacting than the required standard set out in the GEM Listing Rules[81] - All directors have confirmed compliance with the standard code and the code of conduct for the year ended June 30, 2025[81] Corporate Governance Code The Group complied with the Corporate Governance Code in Appendix C1 of the GEM Listing Rules for FY2025, except for a deviation from provision D.1.2 where management did not provide monthly financial updates to the Board, though Board members were kept informed through other channels - The Group complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules for FY2025[82] - There was a deviation from Corporate Governance Code provision D.1.2, where management failed to provide updated financial information to the Board on a monthly basis[82] - Board members were still informed of the latest information regarding the Company's performance and future business plans by management from time to time via email, WeChat, or telephone[82] Audit Committee and Review of Financial Statements The Audit Committee, established under the GEM Listing Rules and comprising independent non-executive directors Mr. Chan Chak (Chairman), Ms. Chu Man Lai, and Ms. Chu Hiu Lam (appointed January 20, 2025), has reviewed this announcement, accounting principles, and financial reporting matters, and made recommendations to the Board - The Audit Committee has been established in accordance with the GEM Listing Rules, with members including Mr. Chan Chak (Chairman), Ms. Chu Man Lai, and Ms. Chu Hiu Lam (appointed on January 20, 2025), all of whom are independent non-executive directors[83] - The Audit Committee has reviewed this announcement, the accounting principles and practices adopted by the Group, and financial reporting matters with management, and made recommendations to the Board[83] Auditor's Scope of Work The consolidated financial statement figures in this results announcement have been agreed with the independent auditor, Pacia CPA Limited, whose work does not constitute an assurance engagement, thus no assurance has been issued on this results announcement - The figures in the consolidated financial statements contained in this results announcement have been agreed with the independent auditor, Pacia CPA Limited[84] - The auditor's work does not constitute an assurance engagement, and therefore no assurance has been issued on this results announcement[85] Chairman's Signature and Announcement Publication Announcement Signature and Publication Details This announcement was signed and published by Mr. Zeng Jin, Chairman and Executive Director, on September 26, 2025; as of the announcement date, the Board includes two executive directors and three independent non-executive directors, and the announcement will be posted on the Stock Exchange and Company websites - This announcement was signed and published by Mr. Zeng Jin, Chairman and Executive Director, on September 26, 2025[86][87] - As of the announcement date, the Board comprises executive directors Mr. Zeng Jin and Ms. Tian Yuan, and independent non-executive directors Mr. Chan Chak, Ms. Chu Man Lai, and Ms. Chu Hiu Lam[87] - This announcement will be published on the Stock Exchange website and the Company's website[87]