Financial Summary The Group experienced a significant decline in revenue, profit before income tax, and profit attributable to owners of the Company, leading to a substantial reduction in proposed final dividends | Indicator | 2025 (HKD) | 2024 (HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 74,400,000 | 94,800,000 | -21.5% | | Profit before income tax | 22,400,000 | 39,200,000 | -42.8% | | Profit attributable to owners of the Company | 17,500,000 | 30,900,000 | -43.3% | | Proposed final dividend (per ordinary share) | 1.50 HK cents | 2.50 HK cents | -40.0% | Financial Performance The Group's financial performance for the year showed a significant decline in profitability, despite some positive movements in other comprehensive income and an increase in total equity Consolidated Statement of Profit or Loss The Group's revenue, operating profit, and net profit significantly decreased this year, with revenue falling by 21.5% and net profit by 43.3%, leading to a substantial decline in earnings per share | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 74,404 | 94,787 | -21.5% | | Operating profit | 24,138 | 40,722 | -40.7% | | Profit before income tax | 22,429 | 39,229 | -42.8% | | Profit for the year | 17,541 | 30,919 | -43.3% | | Basic earnings per share (HK cents) | 4.38 | 7.73 | -43.3% | | Diluted earnings per share (HK cents) | 4.37 | 7.73 | -43.4% | Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's net profit declined this year, but a reversal from loss to gain in fair value changes of equity instruments through other comprehensive income kept total comprehensive income relatively stable | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Profit for the year | 17,541 | 30,919 | | Exchange differences on translation | (51) | (6) | | Fair value changes of equity instruments at fair value through other comprehensive income (net of tax) | 13,038 | (352) | | Total comprehensive income for the year | 30,528 | 30,561 | - Fair value changes of equity instruments at fair value through other comprehensive income turned from a loss of HKD 352 thousands in 2024 to a gain of HKD 13,038 thousands in 2025, significantly boosting total comprehensive income5 Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets and liabilities slightly decreased, with significant growth in non-current assets offset by reductions in current assets and liabilities, while total equity increased | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Assets | | | | | Non-current assets | 237,216 | 190,070 | +24.8% | | Current assets | 78,683 | 127,992 | -38.5% | | Total assets | 315,899 | 318,062 | -0.7% | | Equity and Liabilities | | | | | Total equity | 229,363 | 218,326 | +5.1% | | Non-current liabilities | 739 | 34 | +2073.5% | | Current liabilities | 85,797 | 99,702 | -13.9% | | Total liabilities | 86,536 | 99,736 | -13.2% | | Total equity and liabilities | 315,899 | 318,062 | -0.7% | - Non-current assets increased significantly by 24.8%, primarily due to a substantial rise in financial assets at fair value through other comprehensive income6 - Current assets decreased by 38.5% and current liabilities decreased by 13.9%67 Consolidated Statement of Changes in Equity The Group's total equity increased this year, primarily driven by the contribution from total comprehensive income, despite a reduction in dividend payments and an increase in share award scheme-related expenses | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Profit for the year | 17,541 | 30,919 | | Total comprehensive income/(expense) for the year | 30,528 | 30,561 | | Dividends paid | (20,123) | (35,123) | | Share award scheme related | 668 | 568 | | Total equity at end of year | 229,363 | 218,326 | - Total equity increased from HKD 218,326 thousands in 2024 to HKD 229,363 thousands in 2025, mainly due to the contribution from total comprehensive income, despite a decrease in dividends paid8 Notes to the Consolidated Financial Statements This section provides detailed disclosures on the Group's accounting policies, financial instruments, and other relevant financial information General Information and Basis of Preparation This section outlines the Group's principal business activities, registration details, ultimate controlling party, listing venue, and the basis and functional currency for financial statement preparation - The Group's principal activities include providing healthcare staffing solutions, outreach case assessment related services, vaccination services, sale of goods, and clinic services9 - The Company is incorporated in the Cayman Islands and listed on the Main Board of The Stock Exchange of Hong Kong, with Ms. Xi Xiaozhu as the ultimate controlling party1011 - The consolidated financial statements are presented in HKD and prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants1213 Application of New and Revised Hong Kong Financial Reporting Standards This year, the Group adopted several new and revised Hong Kong Financial Reporting Standards, but their application had no material impact on the financial position or performance for the current and prior periods - Several new and revised Hong Kong Financial Reporting Standards, including those related to lease liabilities in a sale and leaseback transaction and classification of liabilities, were first applied this year14 - The application of these new standards had no material impact on the Group's financial position, performance, and/or disclosures in the consolidated financial statements for the current and prior periods14 - The Directors anticipate that the future application of new standards already issued but not yet effective will also not have a material impact on the consolidated financial statements15 Segment Information Management reviews the Group's operations as a single segment, with all revenue derived from external customers in Hong Kong, and this section details the composition and changes in revenue from various services - Management reviews the operating results as one segment, concluding there is only one segment for making strategic decisions16 - The Group primarily operates in Hong Kong, with all revenue derived from external customers in Hong Kong1619 | Revenue Source | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Healthcare Staffing Solutions Services | 61,654 | 77,346 | -20.3% | | Outreach Case Assessment Related Services | 3,759 | 5,420 | -30.7% | | Vaccination Services | 2,659 | 2,794 | -4.9% | | Sale of Goods | 3,701 | 9,171 | -59.7% | | Clinic Services | 2,631 | 56 | +4600% | | Total Revenue | 74,404 | 94,787 | -21.5% | - Healthcare Staffing Solutions Services generated the largest share of revenue but decreased by 20.3% year-on-year, while Clinic Services revenue increased significantly by 4600% from a low base18 Other Income and Expenses This section details the Group's non-core income, operating expenses, finance income and costs, and income tax expense, reflecting specific aspects of non-primary business activities and cost control Other Income The Group's other income slightly increased, primarily driven by rental income | Income Source | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Dividend income | 172 | 563 | | Sale of goods | 463 | 640 | | Advertising income | 102 | 99 | | Rental income | 500 | – | | Others | 386 | 206 | | Total | 1,623 | 1,508 | - Rental income emerged as a significant component of other income in 2025, contributing HKD 500 thousands from zero in the prior year20 Net Other Gains/(Losses) The Group's net other gains shifted from a loss in 2024 to a gain in 2025, primarily influenced by fair value changes of financial assets and exchange gains | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net fair value gains/(losses) on financial assets at fair value through profit or loss | 240 | (2,271) | | Net exchange gains | 770 | 949 | | Total | 1,010 | (1,322) | - The net fair value change on financial assets at fair value through profit or loss shifted from a loss of HKD 2,271 thousands in 2024 to a gain of HKD 240 thousands in 2025, which was the primary driver for the positive shift in net other gains21 Other Expenses The Group's total other expenses increased, mainly due to higher postage, utilities, general office expenses, and advertising and promotion costs | Expense Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Auditor's remuneration | 950 | 900 | | Postage, utilities and general office expenses | 2,555 | 1,788 | | Legal and professional fees | 867 | 934 | | Operating lease rentals | 25 | 32 | | Travel and transportation expenses | 673 | 542 | | Rates and management fees | 727 | 958 | | Printing expenses | 532 | 427 | | Insurance expenses | 337 | 427 | | Bank charges | 699 | 588 | | Advertising and promotion expenses | 544 | 337 | | Donations | 200 | 25 | | Other expenses | 1,386 | 1,069 | | Total | 9,495 | 8,027 | - Postage, utilities, and general office expenses significantly increased from HKD 1,788 thousands to HKD 2,555 thousands21 - Advertising and promotion expenses and donations also showed notable increases21 Employee Benefit Expenses The Group's employee benefit expenses increased, primarily due to higher wages, salaries, performance-related bonuses, and an increase in equity-settled share-based payments | Expense Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Wages, salaries, other benefits and performance-related bonuses | 24,944 | 23,398 | | Pension costs - defined contribution plans | 1,330 | 1,219 | | Equity-settled share-based payments to directors and employees | 668 | 568 | | Other staff benefits | 698 | 834 | | Total | 27,640 | 26,019 | - Wages, salaries, and bonuses constitute the largest component of employee benefit expenses, increasing by HKD 1,546 thousands year-on-year22 - Equity-settled share-based payments also increased, reflecting the impact of the share award scheme22 Finance Income and Finance Costs The Group's finance income increased, but the rise in interest expense on borrowings was greater, leading to an expanded net finance cost | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest income from bank deposits | 1,584 | 1,313 | | Interest expense on lease liabilities | (16) | (81) | | Interest expense on borrowings | (3,277) | (2,725) | | Net finance income | (1,713) | (1,493) | - While interest income from bank deposits increased, the larger increase in interest expense on borrowings resulted in an expanded net finance cost22 Income Tax Expense The Group's income tax expense significantly decreased year-on-year, primarily due to a reduction in Hong Kong Profits Tax, despite a slight increase in the effective tax rate | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong Profits Tax | 4,774 | 8,344 | -42.8% | | Deferred income tax expense/(credit) | 114 | (34) | N/A | | Total income tax expense | 4,888 | 8,310 | -41.2% | - Total income tax expense decreased significantly by 41.2%, primarily driven by a reduction in Hong Kong Profits Tax24 - Hong Kong Profits Tax applies a two-tiered rate system, with 8.25% for the first HKD 2 million of assessable profits and 16.5% for profits exceeding this threshold, while Chinese subsidiaries are taxed at 25%23 Earnings Per Share The Group's basic and diluted earnings per share both significantly decreased this year due to a decline in net profit, with no significant dilutive effect from share options | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Basic earnings per share (HK cents) | 4.38 | 7.73 | -43.3% | | Diluted earnings per share (HK cents) | 4.37 | 7.73 | -43.5% | | Weighted average number of ordinary shares for basic earnings per share (shares) | 400,274,011 | 400,000,000 | +0.07% | | Weighted average number of ordinary shares for diluted earnings per share (shares) | 400,956,910 | 400,137,388 | +0.21% | - The decline in earnings per share is consistent with the decrease in profit for the year26 - Share options were not assumed to be exercised as their exercise price was higher than the average market price of the shares, resulting in no significant dilutive effect27 Dividends The Group's declared and paid interim dividends and proposed final dividends both decreased compared to the prior year, leading to a significant reduction in total annual dividends | Dividend Type | Declaration Date | Payment Date | Per Ordinary Share (HK cents) | Total Amount (HKD thousands) | Financial Year | | :--- | :--- | :--- | :--- | :--- | :--- | | 2023 Final Dividend | September 26, 2023 | Paid in FY2024 | 3.75 | 15,000 | 2024 | | 2024 Interim Dividend | February 27, 2024 | Paid in FY2024 | 5.00 | 20,123 | 2024 | | 2024 Final Dividend | September 26, 2024 | Paid in FY2025 | 2.50 | 10,061.5 | 2025 | | 2025 Interim Dividend | February 26, 2025 | Paid in FY2025 | 2.50 | 10,061.5 | 2025 | | 2025 Final Dividend (Proposed) | September 26, 2025 | Subject to approval | 1.50 | 6,036.9 | 2025 | - The proposed final dividend for FY2025 is 1.50 HK cents per share, a decrease from 2.50 HK cents per share in FY202429 - The total dividend for FY2025 (interim + proposed final) is 4.00 HK cents per share, lower than 7.50 HK cents per share in FY2024101 Property, Plant and Equipment The carrying amount of the Group's property, plant and equipment slightly decreased, primarily because depreciation charges for the year exceeded new additions | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Total cost | 28,033 | 26,222 | | Total accumulated depreciation and impairment | 13,758 | 11,652 | | Total carrying amount | 14,275 | 14,570 | - The carrying amount of property, plant and equipment slightly decreased, mainly due to depreciation charges for the year exceeding new additions30 Leases The Group's right-of-use assets primarily consist of leasehold land and office premises, with an increase in total lease liabilities and the emergence of non-current lease liabilities | Type of Leased Asset | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Office premises | 1,040 | 547 | | Leasehold land | 146,749 | 153,312 | | Total right-of-use assets | 147,789 | 153,859 | | Type of Lease Liability | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Current | 339 | 611 | | Non-current | 706 | – | | Total lease liabilities | 1,045 | 611 | - Total lease liabilities increased, and non-current lease liabilities emerged from zero, reflecting changes in the leasing structure32 Financial Assets The Group significantly adjusted its financial asset investment strategy, with listed equity securities at fair value through profit or loss being eliminated, while those at fair value through other comprehensive income substantially increased | Type of Financial Asset (FVTPL) | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Listed bonds | 303 | 327 | | Listed equity securities | – | 5,070 | | Total FVTPL | 303 | 5,397 | | Type of Financial Asset (FVOCI) | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Listed equity securities | 74,849 | 15,285 | - Listed equity securities at fair value through profit or loss were eliminated, while listed equity securities at fair value through other comprehensive income significantly increased, indicating a major shift in investment strategy3435 Trade Receivables The Group's total trade receivables significantly decreased, with notable reductions across all ageing categories, and the Group assessed the expected credit loss rate as extremely low | Ageing | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Less than 61 days | 16,077 | 28,277 | -43.1% | | 61 to 90 days | 1,750 | 5,117 | -65.8% | | 91 to 180 days | 1,589 | 3,317 | -52.1% | | Over 180 days | 1,748 | 2,196 | -20.4% | | Total | 21,164 | 38,907 | -45.6% | - Total trade receivables decreased significantly by 45.6%, with notable reductions across all ageing categories37 - The Group assessed the expected credit loss rate for trade receivables as extremely low, and no additional loss allowance was recognized37 Prepayments, Deposits and Other Receivables The Group's total prepayments, deposits, and other receivables significantly decreased, primarily due to a substantial reduction in deposits | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Prepayments | 934 | 492 | +89.8% | | Deposits | 1,276 | 5,539 | -77.0% | | Other receivables | 340 | 514 | -33.9% | | Total | 2,550 | 6,545 | -61.0% | - Deposits decreased substantially by 77.0%, which was the primary reason for the significant decline in this category's total amount37 Share Capital The Group's authorized share capital remained unchanged, while issued and fully paid share capital slightly increased due to the issuance under the share award scheme in the previous financial year | Indicator | 2025 (shares) | 2024 (shares) | | :--- | :--- | :--- | | Number of authorised shares | 2,000,000,000 | 2,000,000,000 | | Number of issued and fully paid shares | 402,460,000 | 402,460,000 | - In FY2024, 2,460,000 ordinary shares were issued under the share award scheme, leading to a slight increase in issued share capital38 Trade Payables The Group's total trade payables decreased, mainly due to a reduction in costs payable to healthcare professionals, although payables aged over 90 days increased | Ageing | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Less than 31 days | 11,116 | 15,472 | -28.2% | | 31 to 60 days | – | 253 | -100% | | 61 to 90 days | – | 24 | -100% | | Over 90 days | 6,264 | 5,069 | +23.6% | | Total | 17,380 | 20,818 | -16.6% | - Total trade payables decreased by 16.6%, primarily due to the elimination of payables aged 31-90 days, but payables aged over 90 days increased41 - Most healthcare professionals are paid within 30 days40 Borrowings The Group's total secured bank borrowings slightly decreased, but granted and unutilised bank facilities significantly reduced, and the weighted average effective annual interest rate on borrowings increased | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total secured bank borrowings | 61,088 | 63,119 | -3.2% | | Total bank facilities granted | 63,000 | 108,396 | -41.9% | | Unutilised bank facilities | 1,912 | 45,277 | -95.8% | | Weighted average effective annual interest rate | 5.27% | 4.25% | +1.02pp | - Total bank borrowings slightly decreased, but unutilised bank facilities significantly reduced, indicating a tightening of financing availability43 - The weighted average effective annual interest rate on bank borrowings increased from 4.25% to 5.27%42 - Bank facilities are secured by legal charges over certain buildings and right-of-use assets and guaranteed by the Company43 Share-based Payments This section details the Group's share option scheme and share award scheme, including their terms, number of shares granted and outstanding, and changes during the year Share Option Scheme The Group's share option scheme expired on July 8, 2024, with no new options granted this year, but a significant number of unexercised options remain outstanding - The share option scheme expired on July 8, 2024, and no further share options will be granted thereafter45 | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of share options at end of year | 8,900,000 | 8,900,000 | | Number of exercisable share options | 8,900,000 | 8,900,000 | | Weighted average remaining contractual life of outstanding share options at year end | 4.48 years | 5.48 years | - No share options were granted, exercised, or forfeited during the year47 Share Award Scheme The Group's share award scheme, adopted in 2022, saw 2,460,000 awarded shares granted in 2023, with some shares vested and forfeited this year, and corresponding share-based payment expenses recognized - The share award scheme was adopted on June 1, 2022, with a 10-year validity, aiming to recognize contributions and attract talent48 - On December 1, 2023, 2,460,000 awarded shares were granted to 21 grantees49 | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of outstanding awarded shares at end of year | 1,730,000 | 2,380,000 | | Number of shares vested during the year | 474,000 | – | | Number of shares forfeited during the year | 176,000 | 80,000 | | Equity-settled share-based payment expense recognised under the Share Award Scheme | HKD 668,000 | HKD 568,000 | Contingent Liabilities The Group's contingent liabilities primarily consist of performance guarantees requested by customers, with the outstanding amount decreasing from the prior year, and no other significant contingent liabilities or legal proceedings - As of June 30, 2025, outstanding performance guarantees amounted to HKD 8,485,000, a decrease from HKD 11,490,000 in 202452 - The Group has no other significant contingent liabilities and is not involved in any material legal proceedings78 Management Discussion and Analysis This section provides an overview of the Group's operational and financial performance, strategic outlook, and risk management approaches for the reporting period Business Review and Outlook This year, the Group experienced a significant decline in revenue and profit, but the number of registered healthcare professionals increased; the Group invested in SPDR Gold ETF to enhance idle cash efficiency and plans to strengthen core businesses, seek diversification, and maintain a prudent treasury policy amidst market uncertainties - The Group primarily provides healthcare staffing solutions to hospitals, social service organizations, and clinics in Hong Kong, along with outreach case assessment and clinic services53 | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | HKD 74,400,000 | HKD 94,800,000 | -21.5% | | Profit attributable to owners of the Company | HKD 17,500,000 | HKD 30,900,000 | -43.3% | | Number of registered healthcare professionals | 32,000 | 29,800 | +7.4% | - Approximately HKD 42,170,000 of idle cash was used to acquire SPDR Gold ETF this year, aiming to enhance cash utilization efficiency, balance and diversify the investment portfolio, and hedge against currency depreciation and inflation55 | Investment Name | Investment Cost (HKD millions) | Fair Value (HKD millions) | % of Total Assets | Gain on Change (HKD millions) | | :--- | :--- | :--- | :--- | :--- | | SPDR Gold ETF | 42.17 | 48.97 | 65.4 | 6.8 | - The Group remains optimistic about the medium-to-long-term sustainable growth of its core businesses, committing to strengthening and consolidating them while actively seeking new business opportunities and strategic collaborations for diversified development5758 - In response to capital market uncertainties, the Group will adopt a prudent treasury policy to safeguard shareholders' financial interests58 Financial Review This section provides a detailed analysis of the Group's financial performance for the year, including changes in revenue, various expenses, finance income and costs, income tax, and overall profitability, along with their key drivers Revenue The Group's total revenue decreased by 21.5% year-on-year, primarily due to a decline in revenue from healthcare staffing solutions services, particularly institutional and private nursing services | Revenue Source | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 74,400 | 94,800 | -21.5% | | Revenue from Healthcare Staffing Solutions Services | 61,700 | 77,300 | -20.2% | | - Institutional Staffing Solutions Services | 35,200 | 47,700 | -26.2% | | - Private Nursing Staffing Services | 26,500 | 29,600 | -10.5% | - Healthcare Staffing Solutions Services accounted for 82.9% of total revenue, and its decline was the primary reason for the overall revenue decrease60 - The percentage of total fees derived from providing healthcare staffing solutions services slightly increased from 26.4% to 27.6%61 Other Income and Net Other Gains The Group's other income slightly increased, driven by rental income, while net other gains shifted from a loss to a gain, primarily due to fair value changes of financial assets and exchange gains - Other income slightly increased to approximately HKD 1,600,000, mainly driven by rental income62 - Net other gains shifted from a loss of HKD 1,300,000 in 2024 to a gain of HKD 1,000,000 in 2025, primarily attributable to net fair value changes of financial assets at fair value through profit or loss (approximately HKD 200,000) and net exchange gains (approximately HKD 800,000)62 Expenses The Group's employee benefit expenses and other operating expenses both increased, while depreciation-related expenses slightly decreased - Employee benefit expenses increased to approximately HKD 27,600,00063 - Total operating lease rentals, depreciation of property, plant and equipment, and right-of-use assets slightly decreased to approximately HKD 9,300,00063 - Other operating expenses increased to approximately HKD 9,500,000, mainly due to higher general office, advertising, and promotion expenses64 Finance Income The Group's finance income increased, primarily from interest income on short-term bank deposits - Finance income increased to approximately HKD 1,600,000, mainly from interest income on short-term bank deposits65 Income Tax Expense The Group's income tax expense significantly decreased by 41.2%, primarily related to the decline in profit before income tax, despite a slight increase in the effective tax rate | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Income tax expense | HKD 4,900,000 | HKD 8,300,000 | -41.2% | | Effective tax rate | 21.8% | 21.2% | +0.6pp | - Income tax expense decreased by 41.2%, primarily related to the decline in profit before income tax66 Profit for the Year and Net Profit Margin The Group's profit for the year significantly decreased by 43.3%, and the net profit margin also fell from 32.6% to 23.6%, primarily attributable to reduced revenue and operating performance | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Profit for the year | HKD 17,500,000 | HKD 30,900,000 | -43.3% | | Net profit margin | 23.6% | 32.6% | -9.0pp | - The 43.3% decrease in profit was mainly due to a 21.5% reduction in revenue and overall operating performance67 Trade Receivables The Group's trade receivables significantly decreased by 45.5%, reflecting good collection performance, with no expected credit loss allowance recognized | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables | HKD 21,200,000 | HKD 38,900,000 | -45.5% | - Trade receivables decreased by HKD 17,700,000, primarily reflecting customer payment patterns68 - The Group generally does not grant credit periods to customers and has not recognized any expected credit loss allowance for trade receivables68 Trade Payables The Group's trade payables decreased by 16.4%, primarily due to a reduction in costs payable to healthcare professionals | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | HKD 17,400,000 | HKD 20,800,000 | -16.4% | - The decrease in trade payables was mainly due to a reduction in costs payable to healthcare professionals placed by the Group during the year69 Liquidity and Financial Resources The Group's liquidity position significantly deteriorated, with a substantial decrease in cash and cash equivalents, a shift from net current assets to net current liabilities, and a sharp reduction in bank facility limits - The Group maintains a sound liquidity position, with working capital requirements met through shareholders' equity and cash generated from operating activities70 | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | HKD 43,500,000 | HKD 81,100,000 | -46.3% | | Net current liabilities/(Net current assets) | HKD 7,100,000 (Net liabilities) | HKD 28,300,000 (Net assets) | N/A (Shift to net liabilities) | | Bank facilities granted | HKD 63,000,000 | HKD 108,400,000 | -41.9% | | Unutilised bank facilities | HKD 1,900,000 | HKD 45,300,000 | -95.8% | - The liquidity position significantly deteriorated, with cash and cash equivalents substantially decreasing, and a shift from net current assets to net current liabilities71 Foreign Exchange Risk The Group's foreign exchange risk is not significant, as its primary operating transactions are denominated in HKD, and no hedging instruments were used - The Group's foreign currency risk is not significant, as its principal operating transactions are denominated and settled in HKD72 - Cash and cash equivalents are primarily denominated in HKD, JPY, EUR, and USD72 - No futures contracts, currency borrowings, derivative financial instruments, or other means were used to hedge foreign exchange risk during the year72 Capital Structure The Group's funding sources primarily rely on equity, internal cash flows, and short-term bank borrowings, with a slight decrease in total outstanding borrowings - The Group primarily relies on its equity, internal cash flows, and bank borrowings to fund its operations73 | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total outstanding borrowings | HKD 61,100,000 | HKD 63,100,000 | -3.2% | - All outstanding borrowings are short-term loans73 Treasury Policy The Group invests surplus funds in bank deposits and financial instruments, primarily denominated in HKD, USD, and JPY, in accordance with the treasury policy approved by the Board of Directors - The Group utilizes surplus funds for investment purposes in accordance with the treasury policy approved by the Board of Directors from time to time74 - Bank deposits and financial assets measured at amortized cost and fair value are primarily denominated in HKD, USD, and JPY74 Gearing Ratio The Group's gearing ratio significantly increased to 4.0% this year from zero in the prior year, reflecting an increase in net debt - The gearing ratio is calculated as net debt divided by total capital75 | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing ratio | 4.0% | 0% | Significant increase | - Net debt is calculated as total borrowings (including bank loans and lease liabilities) less cash and cash equivalents75 Capital Commitments As of the end of the reporting period, the Group had no significant capital commitments - As of June 30, 2025, the Group had no significant capital commitments76 Pledge of Assets The Group's bank facilities are secured by legal charges over certain buildings and right-of-use assets and guaranteed by the Company - The Group's bank facilities are secured by legal charges over certain buildings and right-of-use assets with a total carrying amount of HKD 158,100,000, and guaranteed by the Company77 Contingent Liabilities The Group's contingent liabilities primarily consist of performance guarantees requested by customers, with the outstanding amount decreasing from the prior year, and no other significant contingent liabilities or legal proceedings - Outstanding performance guarantees amounted to HKD 8,485,000, a decrease from the previous year78 - Apart from performance guarantees, the Group has no other significant contingent liabilities and is unaware of any pending or potential material legal proceedings78 Segment Information Management reviews the Group's operations as a single segment, primarily operating in Hong Kong, with all revenue derived from external customers in Hong Kong - The Group is primarily engaged in providing healthcare staffing solutions services to individuals and institutional clients, as well as outreach case assessment, vaccination, sale of goods, and clinic services79 - Management reviews the operating results as one segment, with all revenue earned from external customers in Hong Kong80 Future Plans for Material Investments or Capital Assets As of the end of the reporting period, the Group had no future plans for material investments or capital assets - As of June 30, 2025, the Group had no other material investment or capital asset plans81 Employees and Remuneration Policy The Group's employee headcount and staff costs both increased, with remuneration policies based on individual performance and market conditions, and a share award scheme in place to incentivize employees | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total number of employees | 80 | 55 | +45.5% | | Total staff costs | HKD 27,600,000 | HKD 26,000,000 | +6.2% | - Employee remuneration packages, including salaries and discretionary bonuses, are determined based on individual qualifications, experience, rank, responsibilities, and market conditions82 - The Company has a share award scheme and an expired share option scheme to incentivize employees83 Material Investments, Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies During the year, the Group did not undertake any material investments, acquisitions, or disposals of subsidiaries and affiliated companies - During the year, the Group did not hold any material investments, material acquisitions, or disposals of subsidiaries and affiliated companies85 Share Option Scheme The Group's share option scheme expired on July 8, 2024, and no share options were granted, exercised, or forfeited during the year - The share option scheme expired on July 8, 2024, and no further share options will be granted or offered thereafter86 - No share options were granted or exercised during the year, and the Company did not forfeit any share options87 Share Award Scheme The Group's share award scheme, adopted in 2022, aims to incentivize employees; this year saw some awarded shares vested and forfeited, but no new shares were granted - The share award scheme was adopted on June 1, 2022, with a 10-year validity, aiming to recognize contributions, retain talent, and attract suitable individuals89 - On December 1, 2023, the Board resolved to grant a total of 2,460,000 awarded shares to 21 selected eligible participants90 - During the year, 176,000 awarded shares were forfeited by the Company, and 474,000 awarded shares vested91 Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of its listed securities during the year or up to the announcement date - During the year and up to the date of this announcement, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's securities listed on the Stock Exchange93 Compliance with the Model Code for Securities Transactions by Directors The Directors have confirmed compliance with the Model Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules for the year and up to the announcement date - The Directors have confirmed that they have complied with the Model Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules throughout the year and up to the date of this announcement94 Compliance with the Corporate Governance Code The Company is committed to high standards of corporate governance and complies with the Corporate Governance Code, though the roles of Chairman and Chief Executive Officer are combined, which the Board believes contributes to efficient decision-making and business development - The Company is committed to ensuring and maintaining high standards of corporate governance, transparency, and business practices95 - The Company has complied with the applicable code provisions of the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer (held by Ms. Xi Xiaozhu)9596 - The Board believes that Ms. Xi Xiaozhu's dual role as Chairman and Chief Executive Officer facilitates efficient and consistent business decisions and coordination, contributing to the Group's effective management and business development96 - The Board will continue to review the effectiveness of the corporate governance structure to assess whether a separation of the Chairman and Chief Executive Officer roles is necessary97 Audit Committee and Review of Annual Results The Audit Committee, comprising three independent non-executive Directors, has reviewed the annual results, approved the scope of the statutory audit, implemented internal control measures, and adopted risk management policies - The Audit Committee is composed of three independent non-executive Directors, with Mr. Wong Kon Man as Chairman98 - The Audit Committee has reviewed the annual results and is satisfied that they comply with applicable accounting policies and standards, and that adequate disclosures have been made98 - The Audit Committee has implemented internal control measures, reviewed internal control reports, and adopted risk management policies98 Scope of Work of National Alliance CPA Limited The auditor, National Alliance CPA Limited, has reconciled the figures in the preliminary announcement with the audited consolidated financial statements, but their work does not constitute an assurance engagement, and no opinion was expressed on the preliminary announcement - The auditor, National Alliance CPA Limited, has reconciled the figures presented in the Group's consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity, and related notes in the preliminary announcement for the year with those in the Group's audited consolidated financial statements for the year99 - The auditor's work in this regard does not constitute an assurance engagement, and therefore, National Alliance CPA Limited has not expressed any opinion or assurance conclusion on the preliminary announcement99 Annual General Meeting The Company intends to hold its upcoming Annual General Meeting on November 28, 2025, and the notice of meeting will be published and dispatched in due course - The Company intends to hold its upcoming Annual General Meeting on Friday, November 28, 2025100 Final Dividend The Board recommends a final dividend of 1.50 HK cents per share, a decrease from the prior year, resulting in a total dividend of 4.00 HK cents per share for the current year | Indicator | 2025 (HK cents/share) | 2024 (HK cents/share) | Change (%) | | :--- | :--- | :--- | :--- | | Proposed final dividend | 1.50 | 2.50 | -40.0% | | Interim dividend | 2.50 | 5.00 | -50.0% | | Total dividend for the year | 4.00 | 7.50 | -46.7% | - The proposed final dividend is subject to shareholders' approval at the Annual General Meeting and is expected to be paid in cash on or about December 18, 2025101 Closure of Register of Members The Company will suspend its register of members twice to determine shareholders' eligibility to attend the Annual General Meeting and to receive the final dividend, respectively - To determine eligibility to attend the Annual General Meeting, the register of members will be closed from November 21 to November 28, 2025102 - To determine eligibility to receive the final dividend, the register of members will be closed from December 5 to December 8, 2025103 Publication of Annual Results Announcement and Annual Report The annual results announcement has been published on the Stock Exchange and the Company's website, and the annual report will be dispatched to shareholders and made available online in due course - The annual results announcement has been published on the Stock Exchange website and the Company's website104 - The annual report for the year, containing all information required by the Listing Rules, will be dispatched to shareholders and published on the aforementioned websites in due course104 By Order of the Board This section lists the members of the Board of Directors as of the announcement date, including executive and independent non-executive directors - Ms. Xi Xiaozhu serves as Chairman, with Ms. Xi Xiaozhu and Mr. Cheng Sau Kong as Executive Directors105 - Dr. Chan Kai Yu, Mr. Wong Kon Man, and Mr. Tang Yee Hoi are Independent Non-executive Directors105
百本医护(02293) - 2025 - 年度业绩