寰宇娱乐文化(01046) - 2025 - 年度业绩

Company Information and Financial Summary General Information Universe Entertainment and Culture Group, listed on HKEX, operates in film distribution, property rental, securities investment, and financial printing services - The Group's principal businesses include video distribution, film distribution and exhibition, licensing and sub-licensing of film rights, investment property leasing, securities investment, trading, wholesale and retail of optical and watch products, and financial printing services[8] - The Company's shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited[9] - The consolidated financial statements are presented in thousand Hong Kong Dollars (HKD)[10] Consolidated Statement of Comprehensive Income Total revenue increased, but loss for the year significantly expanded, primarily due to substantial impairment losses on film rights Key Data from Consolidated Statement of Comprehensive Income | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | | | | | Sales of goods | 11,957 | 19,590 | -39.0% | | Film distribution business income | 421,433 | 309,579 | +36.1% | | Other business income | 39,202 | 36,088 | +8.6% | | Total Revenue | 472,592 | 365,257 | +29.4% | | Total cost of revenue | (404,499) | (302,292) | +33.8% | | Selling expenses | (7,382) | (8,043) | -8.2% | | Administrative expenses | (52,144) | (59,341) | -12.1% | | Reversal of impairment loss on film-related deposits/(Impairment loss) | 223 | (5,122) | -104.3% | | Impairment loss on film rights and films in progress | (69,067) | (17,032) | +305.5% | | Impairment loss on trading securities | (1,350) | – | N/A | | Loss before tax | (58,454) | (26,009) | +124.7% | | Income tax expense | (4,976) | (5,187) | -4.1% | | Loss for the year | (63,430) | (31,196) | +103.3% | | Total comprehensive expense for the year | (63,432) | (31,171) | +103.5% | | Loss attributable to owners of the Company | (63,190) | (30,441) | +107.6% | | Loss attributable to non-controlling interests | (240) | (755) | -68.2% | Consolidated Statement of Financial Position As of June 30, 2025, total assets and liabilities decreased significantly, mainly due to reduced film rights, while the current ratio improved to 1.4 Key Data from Consolidated Statement of Financial Position | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Assets | | | | | Property, plant and equipment | 34,643 | 38,473 | -9.9% | | Investment properties | 28,740 | 29,840 | -3.7% | | Film rights and films in progress | 40,778 | 409,116 | -90.0% | | Film-related deposits | 58,538 | 57,809 | +1.3% | | Total non-current assets | 167,111 | 540,507 | -69.1% | | Inventories | 1,234 | 2,716 | -54.6% | | Trade and other receivables | 90,570 | 27,170 | +233.3% | | Cash and cash equivalents | 135,245 | 132,324 | +2.2% | | Total current assets | 268,593 | 196,905 | +36.4% | | Total Assets | 435,704 | 737,412 | -40.9% | | Equity | | | | | Equity attributable to owners of the Company | 241,304 | 306,824 | -21.4% | | Non-controlling interests | (3,548) | (4,436) | -20.0% | | Total Equity | 237,756 | 302,388 | -21.4% | | Liabilities | | | | | Total non-current liabilities | 2,865 | 6,163 | -53.5% | | Trade and other payables | 10,189 | 11,102 | -8.3% | | Contract liabilities | 58,350 | 305,088 | -80.9% | | Total current liabilities | 195,083 | 428,861 | -54.5% | | Total Liabilities | 197,948 | 435,024 | -54.5% | | Total Equity and Liabilities | 435,704 | 737,412 | -40.9% | | Net current assets/(liabilities) | 73,510 | (231,956) | N/A | | Gearing ratio | 3.0% | 3.7% | -0.7% | | Current ratio | 1.4 | 0.5 | +0.9 | - Total assets significantly decreased by 40.9%, primarily due to the book value of film rights and films in progress falling from HKD 409.1 million to HKD 40.8 million[6] - The current ratio significantly improved from 0.5 to 1.4, indicating enhanced short-term solvency[55] Income Tax Expense Income tax expense for the year was HKD 4.976 million, a slight decrease from last year, primarily comprising PRC Enterprise Income Tax and PRC Withholding Tax Income Tax Expense | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | PRC Enterprise Income Tax (expense for the year) | 2,746 | – | | PRC Enterprise Income Tax (over-provision for the year) | (46) | (367) | | PRC Withholding Tax (expense for the year) | 2,262 | 5,568 | | PRC Withholding Tax (under-provision for the year) | 28 | – | | Deferred tax (origination and reversal of temporary differences) | (14) | (14) | | Income Tax Expense | 4,976 | 5,187 | - Provision for Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profit for the year[24] - Provision for PRC Enterprise Income Tax is calculated at 25% of the estimated assessable profit for the year[25] - Net income derived from film distribution and exhibition, licensing and sub-licensing of film rights in the PRC is subject to a 10% PRC Withholding Tax[25] Loss Per Share Basic and diluted loss per share for the year expanded to HKD 0.0697, up from HKD 0.0336 last year, due to increased loss for the year with an unchanged weighted average number of ordinary shares outstanding Loss Per Share | Metric | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Loss attributable to owners of the Company (thousand HKD) | (63,190) | (30,441) | | Weighted average number of ordinary shares in issue | 906,632,276 | 906,632,276 | | Basic loss per ordinary share | (0.0697) | (0.0336) | | Diluted loss per ordinary share | (0.0697) | (0.0336) | - Diluted loss per share is the same as basic loss per share because there were no potential dilutive ordinary shares in issue during the year[27] Dividends The Board does not recommend the payment of a final dividend for the year ended June 30, 2025, consistent with the prior year - The Board does not recommend the payment of a final dividend for the year ended June 30, 2025 (2024: nil)[28] Trade and Other Receivables As of June 30, 2025, net trade and other receivables significantly increased by 233.3% to HKD 90.57 million, with a notable rise in receivables over 180 days old Ageing Analysis of Trade and Other Receivables | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | 1 to 90 days | 60,402 | 14,655 | | 91 to 180 days | 2,317 | 7,922 | | Over 180 days | 27,851 | 4,593 | | Net | 90,570 | 27,170 | - Net trade and other receivables increased by 233.3% year-on-year to HKD 90.57 million[29] - Trade receivables over 180 days old increased more than 5 times from HKD 4.593 million to HKD 27.851 million[30] - The Company grants credit periods ranging from 0 to 180 days for sales of video products, film exhibition, licensing and sub-licensing of film rights, trading and wholesale of optical and watch products, and financial printing services, with regular credit assessments of customers[30] Trade and Other Payables As of June 30, 2025, total trade and other payables were HKD 10.189 million, a slight decrease from the prior year, with all amounts expected to be settled within one year Ageing Analysis of Trade and Other Payables | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | 1 to 90 days | 5,060 | 5,738 | | 91 to 180 days | 636 | 1,436 | | Over 180 days | 4,493 | 3,928 | | Total | 10,189 | 11,102 | - Total trade and other payables decreased by 8.2% year-on-year to HKD 10.189 million[31] - All trade and other payables are expected to be settled or recognized as income within one year or are repayable on demand[31] Accounting Policies and Segment Information Basis of Preparation The Group's consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, generally accepted accounting principles, and the Hong Kong Companies Ordinance, adhering to HKEX Listing Rules - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, Hong Kong Generally Accepted Accounting Principles, and the disclosure requirements of the Hong Kong Companies Ordinance, and comply with the Listing Rules of the Stock Exchange[11] - The statements are prepared on a historical cost basis, modified for the fair value revaluation of other equity investments and investment properties[11] Accounting Policies The Group adopted all new and revised Hong Kong Financial Reporting Standards effective July 1, 2024, without significant changes to accounting policies or financial statement presentation, and is currently assessing the impact of new standards not yet in effect - The Group has adopted all new and revised Hong Kong Financial Reporting Standards effective for accounting periods beginning on July 1, 2024[12] - The adoption of these new and revised Hong Kong Financial Reporting Standards has not resulted in significant changes to the Group's accounting policies, the presentation of the consolidated financial statements, or the reported amounts for the current and prior years[12] - The Group has commenced an assessment of the impact of new and revised Hong Kong Financial Reporting Standards that are not yet effective but is not yet in a position to state whether they will have a significant impact[12] Segment Information The Group is organized into six reportable segments based on business (products and services), with management independently monitoring each segment's performance and assessing it based on loss before tax - The Group is organized into departments based on business (products and services) and manages its businesses in a manner consistent with how information is reported internally to the chief operating decision-maker[13] - The Group has presented the following reportable segments: video distribution, film distribution and exhibition, licensing and sub-licensing of film rights; trading, wholesale and retail of optical and watch products; rental of investment properties; securities investment; financial printing services; and others (i.e., entertainment business)[14] - Segment performance is assessed based on reported segment loss, which is a measure of loss before tax, but excludes other income, unallocated finance income, unallocated finance costs, and unallocated corporate expenses[15] Segment Revenue, Results, Assets, and Liabilities In 2025, film distribution revenue significantly increased by 36.2%, but segment loss expanded due to impairment losses; optical and watch product revenue decreased by 42.6% but loss narrowed; financial printing services revenue grew by 9.6% with improved loss; and the securities investment segment recorded an HKD 1.35 million impairment loss 2025 Segment Revenue and Results | Segment | Revenue (thousand HKD) | Results (thousand HKD) | | :--- | :--- | :--- | | Video distribution, film distribution and exhibition, licensing and sub-licensing of film rights | 422,505 | (52,532) | | Trading, wholesale and retail of optical and watch products | 10,885 | (2,088) | | Rental of investment properties | 645 | (717) | | Securities investment | – | (1,350) | | Financial printing | 36,608 | (323) | | Others | 1,949 | 956 | | Total | 472,592 | (56,054) | 2025 Segment Assets and Liabilities | Segment | Assets (thousand HKD) | Liabilities (thousand HKD) | | :--- | :--- | :--- | | Video distribution, film distribution and exhibition, licensing and sub-licensing of film rights | 230,391 | 158,366 | | Trading, wholesale and retail of optical and watch products | 3,371 | 5,148 | | Rental of investment properties | 28,799 | 153 | | Securities investment | – | – | | Financial printing | 19,219 | 14,513 | | Others | 9,035 | 1,577 | | Total Segment | 290,815 | 179,757 | | Consolidated Total | 435,704 | 197,948 | - Amortization of film rights and films in progress amounted to HKD 315.824 million, and impairment loss on film rights and films in progress was HKD 69.067 million[16] Geographical Information The Group's operations are primarily located in Hong Kong and the PRC, with the PRC and other Asian countries contributing 87.0% of revenue in 2025, and non-current assets mainly concentrated in Hong Kong Geographical Revenue and Non-Current Assets | Region | 2025 Revenue (thousand HKD) | 2025 Non-current Assets (thousand HKD) | 2024 Revenue (thousand HKD) | 2024 Non-current Assets (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 56,515 | 139,757 | 70,703 | 512,502 | | PRC and other Asian countries | 411,370 | 24,952 | 286,926 | 24,793 | | Others | 4,707 | – | 7,628 | – | | Total | 472,592 | 164,709 | 365,257 | 537,295 | - The PRC and other Asian countries (excluding Hong Kong and Macau) contributed 87.0% (HKD 411.37 million) of the total revenue for the year[21] - Non-current assets (excluding financial instruments and deferred tax assets) in Hong Kong amounted to HKD 139.757 million, representing 84.8% of total non-current assets[21] Major Customer Information In 2025, one customer in the video distribution and film distribution business segment contributed 10% or more of the Group's revenue, totaling approximately HKD 168.07 million, a significant increase from the prior year - For the year ended June 30, 2025, one customer in the video distribution, film distribution and exhibition, licensing and sub-licensing of film rights segment contributed 10% or more of the Group's revenue, amounting to approximately HKD 168.07 million (2024: approximately HKD 88.45 million)[22] Business and Operations Review Overall Group Performance The Group's revenue for the year was approximately HKD 472.6 million, a 29.4% increase year-on-year, but loss for the year expanded to approximately HKD 63.4 million, primarily due to an increase of approximately HKD 46.7 million in impairment losses on film rights, films in progress, and film-related deposits Overall Group Performance Overview | Metric | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 472.6 | 365.3 | +29.4% | | Loss for the year | 63.4 | 31.2 | +103.2% | - The increase in loss was primarily due to an increase of approximately HKD 46.7 million in impairment losses on film rights, films in progress, and film-related deposits compared to the prior year, driven by changes in comparable market conditions and lower-than-expected box office performance[37] Video Distribution, Film Distribution and Exhibition, Licensing and Sub-licensing of Film Rights Revenue for this segment grew 36.2% to HKD 422.5 million, accounting for 89.4% of total Group revenue, mainly due to more Group-produced films premiering in cinemas, but segment loss expanded 205.2% to HKD 52.5 million due to increased impairment losses on film rights - Revenue for this business segment increased by approximately 36.2% to approximately HKD 422.5 million (last year: approximately HKD 310.2 million), primarily due to a greater number of Group-produced films premiering in cinemas during the year[38] - This segment now accounts for approximately 89.4% of the Group's total revenue (last year: approximately 84.9%)[38] - The segment recorded a loss of approximately HKD 52.5 million, an increase of 205.2% compared to a loss of approximately HKD 17.2 million last year, mainly due to an increase of approximately HKD 46.7 million in impairment losses on film rights, films in progress, and film-related deposits compared to the prior year[38] - Impairment losses on film rights of approximately HKD 69.067 million (2024: HKD 17.032 million) were recognized, and a reversal of impairment loss on film-related deposits of approximately HKD 223,000 (2024: impairment loss of approximately HKD 5.122 million) was recorded[40] - The PRC film market saw a 22.6% decrease in total box office in 2024 but a 22.9% year-on-year increase in the first half of 2025[41] - Looking ahead, the Group plans to address market challenges by focusing on high-quality content creation, adopting more stringent investment strategies, and strict cost control, with plans to produce and distribute new films including "Shock Wave 3", "Ah Lung", and "The Birth of a Department"[42][44] Trading, Wholesale, and Retail of Optical and Watch Products Revenue for this segment decreased by 42.6% to HKD 10.9 million due to a weak Hong Kong retail market, accounting for 2.3% of total Group revenue, but segment loss decreased by 62.5% to HKD 2.1 million after terminating PRC watch product business and closing unprofitable Hong Kong stores - The sustained pressure on the Hong Kong retail market led to a decrease in revenue for this business segment by approximately 42.6% to approximately HKD 10.9 million (last year: approximately HKD 19.0 million)[43] - This segment now accounts for approximately 2.3% of the Group's revenue for the year (last year: approximately 5.2%)[43] - To address challenges, the Group terminated its trading, wholesale, and retail business of watch products in the PRC and closed several unprofitable stores in Hong Kong[43] - The segment loss for this business segment for the year was approximately HKD 2.1 million, a decrease of approximately 62.5% compared to approximately HKD 5.6 million last year[43] - Looking ahead, the Group will maintain strict cost control measures and adjust its business scale to further reduce losses in this segment[43] Rental of Investment Properties Rental income for the year was approximately HKD 645,000, a 25.3% year-on-year decrease, accounting for 0.1% of Group revenue, with an impairment loss on investment properties of approximately HKD 1.1 million leading to a segment loss of approximately HKD 717,000 - Rental income for the year was approximately HKD 645,000 (last year: approximately HKD 863,000), a year-on-year decrease of 25.3%[45] - Fair value loss on investment properties was approximately HKD 1.1 million (2024: HKD 1.6 million)[45] - The Group recorded a segment loss from investment properties of approximately HKD 717,000 for the year (last year: approximately HKD 1.1 million)[45] Financial Printing Services Revenue for the financial printing segment increased by 9.6% to HKD 36.6 million, driven by IPO projects and accounting for 7.7% of total Group revenue, with segment loss improving to HKD 323,000 as the Group transitions to electronic filing services amid a strong IPO market recovery - The Group provides one-stop financial printing services, including typesetting, translation, printing, design, distribution services, and other related services[46] - Segment revenue for the year increased by 9.6% to approximately HKD 36.6 million (last year: approximately HKD 33.4 million), primarily driven by increased revenue from initial public offering projects[47] - This segment now accounts for approximately 7.7% of the Group's total revenue (last year: approximately 9.2%)[47] - The financial printing segment's loss for the year was approximately HKD 323,000, an improvement from a loss of approximately HKD 361,000 last year[47] - The Hong Kong IPO market showed a strong recovery in the first half of 2025, with 42 listing transactions raising approximately HKD 107.1 billion, a 700% increase compared to the same period last year[49] - The Group is accelerating its transition from paper-based filing services to electronic filing services and leveraging its team's expertise and experience to seize new opportunities in the booming IPO market[50] Geographical Contribution Overseas markets contributed approximately 88.0% of the Group's revenue for the year, an increase from the prior year, highlighting their growing importance to the Group's revenue - Overseas markets accounted for approximately 88.0% of the Group's revenue for the year (2024: approximately 80.6%)[51] Selling Expenses Selling expenses decreased by 7.5% year-on-year to HKD 7.4 million, primarily due to the Group's scaling down of its optical and watch product trading, wholesale, and retail business Selling Expenses | Metric | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Selling expenses | 7.4 | 8.0 | -7.5% | - Selling expenses decreased by approximately 7.5% year-on-year, primarily due to the Group's scaling down of its optical and watch product trading, wholesale, and retail business[52] Administrative Expenses Administrative expenses decreased by 12.1% year-on-year to HKD 52.1 million, mainly attributable to the implementation of cost control measures Administrative Expenses | Metric | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Administrative expenses | 52.1 | 59.3 | -12.1% | - The decrease in administrative expenses was due to the implementation of cost control measures during the year[53] Outlook The Group remains cautiously optimistic about the prospects of its video distribution, film distribution, and financial printing businesses, managing these segments with a restrained and prudent strategy, while scaling down its optical and watch retail business to control costs and actively seeking new investment opportunities to diversify revenue streams - The Group remains cautiously optimistic about the prospects of its video distribution, film distribution and exhibition, film rights licensing, and financial printing businesses, and will maintain a restrained and prudent strategy in managing these segments[54] - Due to the shrinking Hong Kong retail market, the Group is scaling down its optical and watch retail business to control costs and conserve cash[54] - The Group will prudently seek and identify new potential investments and business opportunities to diversify its revenue sources[54] Financial Resources, Liquidity, and Capital Structure Financial Position As of June 30, 2025, the Group had cash and cash equivalents of approximately HKD 135.2 million and total assets of approximately HKD 435.7 million, with the gearing ratio decreasing to 3.0% and the current ratio improving to 1.4, indicating enhanced liquidity Key Financial Position Indicators | Metric | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Cash and cash equivalents | 135.2 | 132.3 | | Total assets | 435.7 | 737.4 | | Gearing ratio | 3.0% | 3.7% | | Current ratio | 1.4 | 0.5 | - Management closely monitors the Group's current and anticipated liquidity position and believes the Group will have sufficient financial resources to meet its future working capital and other financing requirements in the foreseeable future[56] Finance Costs and Currency Risk Finance costs for the year were approximately HKD 552,000, primarily interest on lease liabilities, and the Group faces foreign exchange risk from transactions denominated in HKD, RMB, and USD, particularly RMB, which it actively monitors Finance Costs | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Finance costs | 552 | 535 | - The Group is exposed to foreign exchange risk arising from various currency risks, primarily related to RMB, and will continue to take proactive measures and monitor closely[56] Fundraising Activities and Asset Pledges The Company did not undertake any fundraising activities through the issuance of new shares during the year, nor were any assets pledged to secure liabilities - The Company did not undertake any fundraising activities through the issuance of new shares during the year (2024: nil)[57] - As of June 30, 2025, no assets of the Group were pledged to secure any liabilities (2024: nil)[60] Significant Acquisitions and Disposals of Assets The Group did not engage in any significant acquisitions or disposals of assets during the year - The Group did not undertake any significant acquisitions or disposals of assets during the year (2024: nil)[59] Pending Litigation The Group faces several pending lawsuits, including claims from Star Overseas Limited regarding film revenue sharing and copyright infringement for "Shaolin Soccer", and a patent infringement claim from Koninklijke Philips Electronics N.V. (KPE) concerning video compact discs, with the Board deeming it premature to predict outcomes and thus no provisions made for potential liabilities - Independent third party Star Overseas Limited filed a lawsuit against Universe Entertainment Limited, an indirect wholly-owned subsidiary of the Company, alleging payment of USD 935,872 (approximately HKD 7,299,799) as revenue share for the film "Shaolin Soccer"[32] - Universe Entertainment has paid Star Overseas HKD 5,495,700 plus related interest and fees, but a claim balance of approximately HKD 1,804,099 remains[33] - Universe Entertainment and Universe Laser & Digital Company Limited also filed counterclaims against Star Overseas, alleging improper use of jointly owned film rights and infringement of licensed rights[34][35] - Koninklijke Philips Electronics N.V. (KPE) previously filed claims against the Company, Universe Laser, and Mr. Lam Siu Ming concerning video compact disc patent infringement, with the lawsuits against the Company and Mr. Lam Siu Ming terminated, and the claim against Universe Laser settled by agreement[35] - Based on legal counsel's advice, the Board believes it is premature to predict the outcome of the aforementioned claims and that they will not have a significant financial impact on the Group, thus no provisions have been made in the consolidated financial statements for any potential liabilities[35] Corporate Governance and Internal Control Employees and Remuneration Policy As of June 30, 2025, the Group had 116 employees, an increase of 9 from the prior year, with remuneration reviewed annually and employee benefits including discretionary bonuses, medical insurance, and a Mandatory Provident Fund Number of Employees | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of employees | 116 | 107 | - Remuneration is reviewed annually, and certain employees may receive commissions; in addition to basic salaries, employee benefits also include discretionary bonuses, medical insurance plans, and a Mandatory Provident Fund[61] Share Option Scheme The Company adopted a new share option scheme on December 4, 2023, to recognize and incentivize eligible participants' contributions and performance, with terms governing subscription price, maximum share numbers (10% scheme mandate limit, 3% sub-limit for service providers), vesting periods, and performance targets, with no share options issued or outstanding during the year - The Company adopted a new share option scheme on December 4, 2023, to replace the old share option scheme which expired on December 1, 2023[62] - The new share option scheme aims to recognize and acknowledge the contributions of eligible participants (including employees, connected entities, and service providers) to the Group, incentivize them to optimize performance, and maintain or attract favorable business relationships[63][65] - The subscription price for share options must be at least the highest of the closing price of the shares on the date of grant, the average closing price of the shares for the five (5) business days immediately preceding the date of grant, and the nominal value of the shares[67] - The total number of shares subject to all options granted under the new share option scheme and any other share option schemes of the Company shall not exceed 10% of the total issued shares at the adoption date (scheme mandate limit)[68] - The sub-limit for service providers shall not exceed 3% of the total issued shares, unless approved by shareholders[68] - The vesting period for share options shall not be less than 12 months from the date of acceptance of the offer, but may be shortened at the discretion of the Board under specific circumstances (e.g., new joiners, termination of employment, or performance-based vesting conditions)[73] - The Board may specify performance targets, including financial and management objectives, for each offer to be achieved by the grantee to provide meaningful incentives[75] - Share options will automatically lapse upon the grantee's serious misconduct, bankruptcy, breach of service contract, or conviction of a criminal offense[76] - No share options under the old and new share option schemes were issued or outstanding during the year (last year: nil)[79] Dividend Policy The Company adopted a dividend policy on September 27, 2019, to allow shareholders to share in profits while retaining liquidity for growth opportunities, with the Board considering various factors before recommending dividends, subject to legal and regulatory compliance, and without guaranteeing any specific dividend amount - The Board adopted a dividend policy on September 27, 2019, aiming to allow shareholders to participate in the Company's profits through dividend distributions while preserving the Company's liquidity to seize future growth opportunities[80] - The Board shall consider factors such as the Company's operational and financial performance, liquidity position, capital requirements and future funding needs, contractual restrictions, available reserves, and the prevailing economic climate before recommending and declaring dividends[81][82] - Dividend declarations are subject to any restrictions under the Bermuda Companies Act, the Listing Rules, the Bye-laws, and any applicable laws, rules, and regulations[81] - No guarantee is given that dividends will be paid for any specified period or at any particular amount[81] Corporate Governance Code and Report The Company is committed to maintaining a high-quality Board, effective risk management, and internal control systems, and strictly adheres to disclosure practices, having complied with the Corporate Governance Code during the year with two deviations: the roles of Chairman and Chief Executive are not separated (Mr. Lam Siu Ming holds both), and the Chairman did not meet with non-executive directors without executive directors present - The Company has adopted and applied a set of corporate governance principles aimed at maintaining a high-quality Board, implementing effective risk management and internal control systems, strictly enforcing disclosure practices, transparent mechanisms, and accountability[83] - The Company has complied with the code provisions set out in the Corporate Governance Code during the year, with the following two exceptions: (i) code provision C.2.1 of the Corporate Governance Code regarding the separation of the roles of Chairman and Chief Executive; and (ii) code provision C.2.7 of the Corporate Governance Code requiring the Chairman to meet with non-executive directors[84] - Mr. Lam Siu Ming, the founder and Chairman of the Company, also performs the duties of the Chief Executive Officer, and the Board believes the current structure is more suitable for the Group[84] - As Chairman Mr. Lam Siu Ming is also an executive director, the Company deviated from the code provision requiring the Chairman to meet with non-executive directors at least annually without the presence of executive directors[85] Risk Management and Internal Control System The Board is responsible for establishing, maintaining, and reviewing the Group's risk management and internal control systems, designed to manage rather than eliminate risk, based on the COSO framework, and annually reviewed for effectiveness; the Group engages external consultants for annual risk assessments and internal control reviews, and the Board considers the systems effective and adequate - The Board is responsible for establishing, maintaining, and reviewing the Group's risk management and internal control systems, which are designed to manage rather than eliminate risk, and to provide reasonable rather than absolute assurance[86] - The risk management and internal control systems are largely based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)[86] - The Group does not have a separate internal audit department but engages external consultants to assist the Board and the Audit Committee in evaluating the risk management and internal control systems[87][88] - External consultants assist in conducting annual risk assessments and developing a three-year rolling internal audit plan using a risk-based approach[88] - The Group has adopted an inside information disclosure policy to ensure insiders comply with confidentiality requirements and fulfill inside information disclosure obligations[88] - For the year, the Board considered the risk management and internal control systems to be effective and adequate[89] Standard Code for Securities Transactions by Directors The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance during the year - The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules as the code for directors to deal in the Company's securities[90] - All directors confirmed compliance with the Standard Code during the year[90] Audit Committee The Company's Audit Committee, established on October 11, 1999, comprises three independent non-executive directors and meets at least twice annually with external auditors to oversee auditor appointments, financial information review, financial and accounting practices, internal controls, and risk management, and has reviewed the audited consolidated financial statements for the year - The Company established an Audit Committee on October 11, 1999, comprising three independent non-executive directors: Mr. Choi Wing Kwun (Chairman), Ms. Pang Suet Hing, and Mr. Tang Yiu Wing[91] - The Audit Committee meets with external auditors at least twice a year and is primarily responsible for appointing, re-appointing, and removing external auditors, reviewing the Group's financial information, and overseeing the Group's financial and accounting practices, internal controls, and risk management[91] - The audited consolidated financial statements for the year have been reviewed by the Audit Committee[92] Purchase, Sale, or Redemption of Listed Securities Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year - The Company did not redeem any of its shares during the year; neither the Company nor any of its subsidiaries purchased or sold any of the Company's listed securities during the year[93] Auditor's Scope of Work and Report Publication Auditor's Scope of Work The Group's auditor, ZHONGHUI ANDA CPA Limited, has reconciled the amounts in the consolidated statement of financial position, consolidated statement of comprehensive income, and related notes in the preliminary results announcement with the audited consolidated financial statements, noting that this work does not constitute an assurance engagement and thus no assurance has been issued on the preliminary results announcement - The Group's auditor, ZHONGHUI ANDA CPA Limited, has reconciled the amounts presented in the consolidated statement of financial position, consolidated statement of comprehensive income, and related notes in the Group's preliminary results announcement for the year ended June 30, 2025, with the amounts presented in the Group's audited consolidated financial statements for the year ended June 30, 2025[94] - The work performed by ZHONGHUI ANDA CPA Limited in this regard does not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements, or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants, and therefore no assurance has been issued on the preliminary results announcement[94] Publication of Annual Results Announcement and Annual Report This announcement has been published on the websites of the Stock Exchange and the Company, and the Company's 2025 Annual Report will be dispatched to shareholders and uploaded to the aforementioned websites in due course - This announcement has been published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.uih.com.hk)[95](index=95&type=chunk) - The Company's 2025 Annual Report will be dispatched to shareholders and uploaded to the aforementioned websites in due course[95]