[Company Information](index=3&type=section&id=Company%20Information) The report details core company information including executive and non-executive directors, committee members, legal advisors, auditors, and principal places of business, noting changes in the board of directors during the period - The report provides detailed core company information, including executive and non-executive directors, committee members, legal advisors, auditors, and principal places of business, with changes in board members during the reporting period, as Mr. Xu Xinyu and Mr. Zhang Quan resigned, and Mr. Tan Ning and Mr. Hao Qinggui were appointed[6](index=6&type=chunk)[7](index=7&type=chunk)[9](index=9&type=chunk) [Financial Summary](index=5&type=section&id=Financial%20Summary) This section provides an overview of the company's financial performance and key ratios, highlighting net revenue, profit, assets, liabilities, and equity changes [Performance Overview](index=5&type=section&id=Performance%20Overview) For the six months ended June 30, 2025, the company reported a slight decrease in net revenue and profit, with minor declines in total assets and liabilities Financial Performance (Thousand Euro) | Metric | Six Months Ended June 30, 2025 (Thousand Euro) | Six Months Ended June 30, 2024 (Thousand Euro) | Change | | :--- | :--- | :--- | :--- | | Net Revenue | 638,269 | 646,416 | (1.3)% | | Profit Before Tax | 63,350 | 63,835 | (0.8)% | | Profit for the Period | 43,569 | 44,047 | (1.1)% | Financial Position (Thousand Euro) | Metric | As of June 30, 2025 (Thousand Euro) | As of December 31, 2024 (Thousand Euro) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 1,643,284 | 1,661,444 | (1.1)% | | Total Liabilities | (739,400) | (763,208) | (3.1)% | | Equity Attributable to Company Shareholders | 902,717 | 897,155 | 0.6% | [Key Financial Ratios](index=5&type=section&id=Key%20Financial%20Ratios) The company's profitability ratios, including return on equity and total asset return, slightly decreased, while the quick ratio declined and the debt-to-capital ratio marginally increased Key Financial Ratios | Ratio Category | Metric | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | :--- | | Profitability Ratios | Return on Equity | 9.7% | 10.2% | | | Return on Total Assets | 5.3% | 5.4% | | Liquidity Ratios | Current Ratio | 1.3 | 1.3 | | | Quick Ratio | 0.6 | 0.7 | | Capital Adequacy Ratios | Debt-to-Capital Ratio | 4.0% | 3.7% | [Chairman's Report](index=6&type=section&id=Chairman's%20Report) The Chairman's report reviews the group's operational performance, strategic initiatives, and future outlook, emphasizing growth drivers and ESG commitments [Operational Review](index=6&type=section&id=Operational%20Review) In H1 2025, the group achieved growth in new yacht net revenue and adjusted EBITDA, driven by custom-made and superyachts, alongside strong ESG commitments - New yacht net revenue increased by **1.5%** year-on-year to approximately **€620.4 million**; adjusted EBITDA grew by **2.5%** year-on-year to **€99.1 million**, with the margin improving from **15.8%** to **16.0%**[15](index=15&type=chunk) H1 2025 New Yacht Net Revenue by Type (Million Euro) | Yacht Type | H1 2025 New Yacht Net Revenue (Million Euro) | Y-o-Y Change | | :--- | :--- | :--- | | Composite Yachts | 234.4 | -11.6% | | Custom-Made Yachts | 253.1 | +8.6% | | Superyachts | 104.4 | +26.6% | - The group emphasizes its ESG commitments, including collaboration with Rolls-Royce on hybrid solutions, launching the first full-electric Riva El-Iseo speedboat, and exploring hydrogen energy applications in yachts with Weichai Group[20](index=20&type=chunk)[21](index=21&type=chunk) [Outlook and Prospects](index=8&type=section&id=Outlook%20and%20Prospects) The group remains optimistic about the luxury yacht industry's resilience and plans to strengthen its market position through five strategic pillars, focusing on product expansion, sustainable innovation, and service growth - The group's future plans are based on five strategic pillars: - **Product Expansion**: Consolidating leadership in composite and custom-made yachts - **Sustainable Innovation**: Investing in eco-friendly materials and processes - **Superyacht Development**: Developing new alloy-bodied superyachts under brands like Riva and Pershing - **Service Expansion**: Expanding yacht brokerage, charter, management, and after-sales services - **Vertical Integration**: Investing in the internalization of high-value-added activities to support growth[22](index=22&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed review of the group's business operations, significant events, and financial performance, including order trends, revenue drivers, cost management, and financial position [Principal Activities and Business Review](index=9&type=section&id=Principal%20Activities%20and%20Business%20Review) Ferretti Group, a global leader in luxury yachts with seven iconic brands, achieved strong H1 2025 results with increased net revenue and adjusted EBITDA, driven by successful commercial strategies and pricing power - The group is a recognized global leader in the luxury yacht industry, owning seven major brands including Riva, Wally, Ferretti Yachts, Pershing, Itama, CRN, and Custom Line, designing, producing, and selling luxury yachts from **8 to 95 meters**[23](index=23&type=chunk) - In H1 2025, new yacht net revenue increased by **1.5%** year-on-year to **€620.4 million**, adjusted EBITDA grew by **2.5%** year-on-year to **€99.1 million**, and the adjusted EBITDA margin improved by **20 basis points** to **16.0%**[24](index=24&type=chunk) [Significant Events in H1 2025](index=10&type=section&id=Significant%20Events%20in%20H1%202025) In H1 2025, the group actively participated in major international boat shows, launched a new interior design project, and distributed a dividend of €0.10 per share - From January to May 2025, the group actively participated in several major international boat shows held in Düsseldorf, Miami, Dubai, Palm Beach, Singapore, and Venice[27](index=27&type=chunk)[28](index=28&type=chunk) - On June 18, 2025, the company distributed a dividend of **€0.10 per share**, totaling **€33,848,265.40**[26](index=26&type=chunk) [Financial Review](index=11&type=section&id=Financial%20Review) Despite macroeconomic uncertainties, the group maintained robust financial performance with stable order backlog, increased new yacht net revenue, improved adjusted EBITDA margin, and a strong net cash position [New Orders](index=11&type=section&id=New%20Orders) New orders for the six months ended June 30, 2025, decreased by 9.2% to €467.3 million, primarily due to fewer custom-made and superyacht orders, despite strong growth in the Asia Pacific region New Orders by Product Type (Million Euro) | Product Type | H1 2025 New Orders (Million Euro) | Y-o-Y Change | | :--- | :--- | :--- | | Composite Yachts | 160.9 | -0.4% | | Custom-Made Yachts | 237.8 | -7.2% | | Superyachts | 64.9 | -32.7% | | **Total** | **467.3** | **-9.2%** | New Orders by Region (Million Euro) | Region | H1 2025 New Orders (Million Euro) | Y-o-Y Change | | :--- | :--- | :--- | | Europe | 181.1 | -0.5% | | Middle East & Africa | 130.6 | -21.9% | | Asia Pacific | 12.8 | +82.9% | | Americas | 142.8 | -9.7% | | **Total** | **467.3** | **-9.2%** | [Order Backlog](index=13&type=section&id=Order%20Backlog) As of June 30, 2025, the group's order backlog slightly decreased by 3.3% to €1,446 million, with superyachts becoming the most significant segment due to a 32.0% increase Order Backlog by Product Type (Million Euro) | Product Type | Order Backlog (Million Euro) | Share | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Composite Yachts | 225.2 | 15.6% | -31.5% | | Custom-Made Yachts | 490.8 | 33.9% | -16.7% | | Superyachts | 689.0 | 47.7% | +32.0% | | Other Businesses | 41.0 | 2.8% | -26.5% | | **Total** | **1,446.0** | **100.0%** | **-3.3%** | [Net Revenue](index=15&type=section&id=Net%20Revenue) Total net revenue for H1 2025 slightly decreased by 1.3% to €638.3 million, mainly due to lower pre-owned yacht sales, while new yacht net revenue grew, driven by custom-made and superyachts H1 2025 New Yacht Net Revenue by Product Type (Thousand Euro) | Product Type | H1 2025 New Yacht Net Revenue (Thousand Euro) | Y-o-Y Change | | :--- | :--- | :--- | | Composite Yachts | 234,403 | -11.6% | | Custom-Made Yachts | 253,134 | +8.6% | | Superyachts | 104,444 | +26.6% | | **Total New Yacht Net Revenue** | **620,439** | **+1.5%** | H1 2025 New Yacht Net Revenue by Region (Million Euro) | Region | H1 2025 New Yacht Net Revenue (Million Euro) | Y-o-Y Change | | :--- | :--- | :--- | | Europe | 250.7 | -19.9% | | Middle East & Africa | 219.9 | +94.9% | | Asia Pacific | 9.7 | -59.4% | | Americas | 140.1 | -13.1% | [Cost and Expense Analysis](index=17&type=section&id=Cost%20and%20Expense%20Analysis) During the reporting period, the group effectively managed costs, with decreases in raw material consumption and significant reductions in provisions and impairments, while contractor and personnel costs saw moderate increases - Raw materials and consumables used decreased by **13.3%** year-on-year to **€288.8 million**, primarily due to adjustments in procurement volumes for production needs[58](index=58&type=chunk) - Contractor costs increased by **8.1%** year-on-year to **€142.4 million**, mainly due to a different mix of raw material purchases[59](index=59&type=chunk) - Personnel costs increased by **4.1%** year-on-year to **€77.5 million**, primarily due to an increase in average employee headcount to support business growth[63](index=63&type=chunk) [Non-IFRS Measures](index=19&type=section&id=Non-IFRS%20Measures) The group's adjusted EBITDA increased by 2.5% to €99.1 million, with the adjusted EBITDA margin improving by 20 basis points to 16.0%, indicating enhanced profitability Non-IFRS Measures (Thousand Euro) | Metric (Thousand Euro) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Profit After Tax | 43,569 | 44,047 | | EBITDA | 99,458 | 96,997 | | **Adjusted EBITDA** | **99,073** | **96,716** | | **Adjusted EBITDA Margin** | **16.0%** | **15.8%** | [Selected Balance Sheet Items](index=22&type=section&id=Selected%20Balance%20Sheet%20Items) As of June 30, 2025, the group's balance sheet remained robust, with a slight increase in inventories to support deliveries and reductions in trade and other receivables and payables - Inventories slightly increased from **€443.6 million** to **€453.9 million** to build sufficient stock for deliveries[74](index=74&type=chunk) - Trade and other receivables decreased by **20.5%** from **€74.6 million** to **€59.3 million**[75](index=75&type=chunk) - Trade and other payables decreased by **8.6%** from **€479.1 million** to **€438.2 million**[78](index=78&type=chunk) [Other Financial Information](index=24&type=section&id=Other%20Financial%20Information) The group maintains a healthy financial position with €76.7 million in cash flow from operations and a net cash position of €101.6 million as of June 30, 2025, despite dividend payouts and capital investments - Cash flow generated from operating activities was **€76.7 million**, an increase year-on-year (compared to **€58.6 million** in H1 2024)[80](index=80&type=chunk) - Capital expenditure amounted to **€42.3 million**, with **€25.4 million** allocated to business expansion[81](index=81&type=chunk) - The net financial position was a net cash of **€101.6 million**, remaining robust despite **€33.8 million** in dividends paid and **€51.4 million** in investments[82](index=82&type=chunk) [Capital Structure](index=25&type=section&id=Capital%20Structure) The group's capital structure is robust with extremely low debt levels, evidenced by total bank and other borrowings of approximately €36 million and a debt-to-capital ratio of only 4.0% as of June 30, 2025 - Total bank and other borrowings amounted to approximately **€36 million**[84](index=84&type=chunk) - The debt-to-capital ratio was **4.0%** (3.7% at year-end 2024), indicating extremely low debt levels and a robust financial position[85](index=85&type=chunk) [Risk Factors](index=26&type=section&id=Risk%20Factors) The group continuously monitors various risks, including competition, regulatory changes, and market developments, while managing Euro-USD exchange rate exposure through hedging strategies - The group identifies and assesses risks arising from competition, regulatory changes, personnel changes, and market developments[89](index=89&type=chunk)[90](index=90&type=chunk) - The group primarily faces Euro-USD exchange rate fluctuation risk and uses foreign currency forward contracts for hedging, though no such contracts were held at the end of the reporting period[92](index=92&type=chunk) [Human Resources](index=26&type=section&id=Human%20Resources) As of June 30, 2025, the group had 2,127 employees, a slight increase from year-end 2024, with total staff costs rising by 4.1% due to increased average headcount supporting business growth Employee Statistics and Costs (Million Euro) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Employees | 2,127 | 2,118 | | H1 Staff Costs (Million Euro) | 77.5 | 74.4 (H1 2024) | [Events After Reporting Period](index=26&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, the group increased its stake in Sea Lion S.r.l. to 100% in July 2025, achieving full control of the "Wally" brand, and also divested its entire equity in Ferretti Tech S.r.l. - In July 2025, the group increased its equity interest in Sea Lion S.r.l. (the "Wally" brand) to **100%**[95](index=95&type=chunk) - In July 2025, the group disposed of its entire equity interest in Ferretti Tech S.r.l[96](index=96&type=chunk) [Outlook](index=27&type=section&id=Outlook) The group believes the global yachting industry remains resilient despite uncertainties and will continue executing its strategic pillars to enhance its market leadership, value proposition, and overall resilience - The group reiterates its five strategic pillars for future development, aiming to consolidate market leadership, enhance value proposition, and strengthen overall resilience[98](index=98&type=chunk) [Corporate Governance and Other Information](index=28&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section outlines the company's adherence to corporate governance codes in Hong Kong and Italy, including compliance with listing rules and the audit committee's review of interim financial statements [Corporate Governance](index=28&type=section&id=Corporate%20Governance) The company is committed to complying with corporate governance codes in Hong Kong and Italy, having adhered to relevant HKEX Listing Rules provisions during the reporting period, with the audit committee reviewing interim financial statements - The company has been listed on the Hong Kong Stock Exchange since **March 31, 2022**, and dual-listed on Euronext Milan since **June 27, 2023**[99](index=99&type=chunk) - During the reporting period, the company complied with the Corporate Governance Code provisions set out in Appendix C1 to the Hong Kong Listing Rules[101](index=101&type=chunk) [Disclosure of Interests](index=29&type=section&id=Disclosure%20of%20Interests) As of June 30, 2025, Director Piero Ferrari held approximately 4.63% of the company's shares, while Shandong Heavy Industry Group held 37.54% and Azúr a.s. and its associates held 14.07% Shareholder Interests | Shareholder Name | Capacity | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Piero Ferrari | Controlled Corporations and Beneficial Owner | 15,680,983 | 4.63% | | Shandong Heavy Industry Group | Interest in Controlled Corporations | 127,070,120 | 37.54% | | Azúr a.s. | Beneficial Owner | 47,625,748 | 14.07% | [Use of Net Proceeds from HK Listing](index=32&type=section&id=Use%20of%20Net%20Proceeds%20from%20HK%20Listing) As of June 30, 2025, the group fully utilized the HK$1.863 billion net proceeds from its Hong Kong global offering, primarily for product portfolio expansion, operational efficiency, enhanced ancillary services, and brand promotion Use of Net Proceeds (Million HKD) | Purpose | Net Proceeds Available (Million HKD) | Net Proceeds Utilized (Million HKD) | Net Proceeds Unutilized (Million HKD) | | :--- | :--- | :--- | :--- | | Expanding Product Portfolio and Enhancing Operational Excellence | 1,266.7 | 1,853.0 | (586.2) | | Strengthening Ancillary Services Portfolio | 447.1 | 0 | 447.1 | | Brand Promotion and General Corporate Purposes | 149.0 | 9.9 | 139.1 | | **Total** | **1,862.9** | **1,862.9** | **0** | - The group has fully utilized the net proceeds from the Hong Kong global offering for the purposes stated in the prospectus[113](index=113&type=chunk) [Independent Auditor's Review Report](index=32&type=section&id=Independent%20Auditor's%20Review%20Report) This section presents the independent auditor's review report on the interim condensed consolidated financial statements, confirming no material issues were found in their preparation [Review Conclusion](index=33&type=section&id=Review%20Conclusion) Independent auditor EY S.p.A. reviewed the group's interim condensed consolidated financial statements for the six months ended June 30, 2025, concluding that no matters indicated non-compliance with IAS 34 - Auditor EY S.p.A. issued a review conclusion on the interim condensed consolidated financial statements, finding no material issues[114](index=114&type=chunk)[116](index=116&type=chunk) [Interim Condensed Consolidated Financial Statements](index=33&type=section&id=Interim%20Condensed%20Consolidated%20Financial%20Statements) This section presents the group's interim condensed consolidated financial statements, including the statement of profit or loss, financial position, and cash flows [Interim Condensed Consolidated Statement of Profit or Loss](index=34&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the group reported net revenue of €638 million, profit before tax of €63.35 million, and profit for the period of €43.57 million, with basic and diluted earnings per share at €0.13 Interim Condensed Consolidated Statement of Profit or Loss (Thousand Euro) | Metric (Thousand Euro) | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net Revenue | 638,269 | 646,416 | | Profit Before Tax | 63,350 | 63,835 | | Profit for the Year | 43,569 | 44,047 | | Profit Attributable to Company Shareholders | 43,454 | 43,859 | | Earnings Per Share (Euro) | 0.13 | 0.13 | [Interim Condensed Consolidated Statement of Financial Position](index=36&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the group's total assets were €1.643 billion, total liabilities €739 million, and total equity €904 million, indicating a sound financial position with good liquidity Interim Condensed Consolidated Statement of Financial Position (Thousand Euro) | Metric (Thousand Euro) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | 1,643,284 | 1,661,444 | | Total Liabilities | 739,400 | 763,208 | | Total Equity | 903,884 | 898,236 | [Interim Condensed Consolidated Statement of Cash Flows](index=38&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) In H1 2025, net cash inflow from operating activities significantly improved to €76.67 million, with net cash outflows from investing and financing activities, resulting in €134 million cash and cash equivalents at period-end Interim Condensed Consolidated Statement of Cash Flows (Thousand Euro) | Cash Flow Activities (Thousand Euro) | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Cash Flow from Operating Activities | 76,667 | 58,615 | | Cash Flow Used in Investing Activities | (52,645) | (58,651) | | Cash Flow (Used in)/from Financing Activities | (41,258) | (40,499) | | **Net Decrease in Cash and Cash Equivalents** | **(17,236)** | **(40,535)** | | **Cash and Cash Equivalents at End of Period** | **133,982** | **273,657** | [Notes to the Interim Condensed Consolidated Financial Statements](index=40&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the interim condensed consolidated financial statements, covering financial risk management, net revenue breakdown, intangible assets, and related party transactions [Note 4. Financial Risk Management](index=44&type=section&id=Note%204.%20Financial%20Risk%20Management) The group manages liquidity, market (currency and interest rate), and credit risks through cash flow planning, fair sales policies, and monitoring, with credit risk deemed immaterial due to customer types and commercial policies - The group primarily faces exchange rate risk related to the US Dollar and conducted a sensitivity analysis on Euro/USD exchange rate changes, where a **-5%** change would increase profit before tax by **€0.812 million** and equity by **€14.07 million**[167](index=167&type=chunk)[168](index=168&type=chunk) - Credit risk is considered immaterial as commercial policy requires payment of the balance before or upon vessel delivery; as of June 30, 2025, approximately **€10.72 million** of the **€35.33 million** in trade receivables were overdue by more than **90 days**[172](index=172&type=chunk)[173](index=173&type=chunk) - The group manages liquidity risk by weekly planning of expected cash flows, with most transactions requiring full payment upon delivery and advance payments collected based on production progress[161](index=161&type=chunk) [Note 5. Net Revenue](index=56&type=section&id=Note%205.%20Net%20Revenue) This note details the composition of net revenue, with H1 2025 total net revenue at €638 million, primarily from new yacht sales, with custom-made yachts contributing the most by product and Europe by region Net Revenue by Product Type (Thousand Euro) | Product Type (Thousand Euro) | H1 2025 Net Revenue | H1 2024 Net Revenue | | :--- | :--- | :--- | | Composite Yachts | 234,403 | 265,048 | | Custom-Made Yachts | 253,134 | 233,144 | | Superyachts | 104,444 | 82,496 | | Other Businesses | 28,458 | 30,352 | | Pre-owned Yachts | 17,829 | 35,376 | | **Total Net Revenue** | **638,269** | **646,416** | - As of June 30, 2025, the transaction price allocated to unsatisfied performance obligations (i.e., net order backlog) was **€761 million**, of which **€469 million** is expected to be recognized as revenue within one year[196](index=196&type=chunk) [Note 29. Intangible Assets](index=75&type=section&id=Note%2029.%20Intangible%20Assets) As of June 30, 2025, the group's intangible assets had a net book value of €282 million, with trademarks, including core brands like Ferretti Yachts and Riva, being the largest component at €245 million Key Intangible Assets (Thousand Euro) | Key Intangible Assets (Thousand Euro) | Net Book Value as of June 30, 2025 | | :--- | :--- | | Trademarks | 245,045 | | Concessions | 14,350 | | Intellectual Property Rights | 15,257 | | Goodwill | 7,097 | | **Total Intangible Assets** | **282,406** | [Note 45. Related Party Transactions](index=93&type=section&id=Note%2045.%20Related%20Party%20Transactions) The group engages in related party transactions on fair terms with entities like Weichai Power (sponsoring Ferrari F1 team helmets) and Shandong Weichai Import & Export (yacht sales), as well as other affiliates for design services and brand sponsorship - The balance of payables to fellow subsidiary Weichai Power Co., Ltd. was **€0.645 million**, related to sponsoring the "Riva" brand helmet for the Ferrari F1 team[307](index=307&type=chunk)[308](index=308&type=chunk) - Receivables from Shandong Weichai Import & Export Co., Ltd. amounted to **€1.4 million**, related to the sale of a yacht[309](index=309&type=chunk) [Declaration on Interim Condensed Consolidated Financial Statements as per Article 154-BIS, Paragraph 5 of Legislative Decree 58/98 (as amended and supplemented) concerning the Interim Condensed Consolidated Financial Statements as of June 30, 2025](index=97&type=section&id=Declaration%20on%20Interim%20Condensed%20Consolidated%20Financial%20Statements%20as%20per%20Article%20154-BIS%2C%20Paragraph%205%20of%20Legislative%20Decree%2058%2F98%20(as%20amended%20and%20supplemented)%20concerning%20the%20Interim%20Condensed%20Consolidated%20Financial%20Statements%20as%20of%20June%2030%2C%202025) This section contains the management's declaration affirming that the interim condensed consolidated financial statements were prepared in accordance with IFRS and accurately reflect the company's financial position and operating results [Management Declaration](index=97&type=section&id=Management%20Declaration) CEO Alberto Galassi and Financial Reporting Officer Marco Zammarchi jointly declared that the interim condensed consolidated financial statements were prepared following appropriate administrative and accounting procedures, comply with IFRS, and fairly represent the company's financial position and operating results - The Chief Executive Officer and the Financial Reporting Officer certified that the interim condensed consolidated financial statements comply with International Financial Reporting Standards, correspond to the accounting records, and truly and fairly represent the company's financial position[320](index=320&type=chunk) [Definitions](index=98&type=section&id=Definitions) This section provides clear definitions for key terms and abbreviations used throughout the report, ensuring consistent understanding for readers [Key Term Definitions](index=98&type=section&id=Key%20Term%20Definitions) This section provides detailed definitions for key terms and abbreviations used in the report, such as "the Company," "the Group," "Controlling Shareholder" (Shandong Heavy Industry Group), "Dual Listing" (HKEX and Euronext Milan), and various geographical regions, ensuring consistent reader understanding - Clear definitions are provided for professional terms, company entities, regulatory rules, and currency units used in the report[322](index=322&type=chunk)[324](index=324&type=chunk)[326](index=326&type=chunk)[327](index=327&type=chunk)

[Corporate Information](index=4&type=section&id=CORPORATE%20INFORMATION) The report details core company information including board members, committee structures, registered office, principal bankers, and auditors - The report provides comprehensive corporate information, including the **Board of Directors**, various **committee compositions**, **registered office**, **principal bankers**, and **auditors**[12](index=12&type=chunk)[13](index=13&type=chunk)[15](index=15&type=chunk) [Chairman's Statement](index=6&type=section&id=CHAIRMAN'S%20STATEMENT) The Chairman's statement reviews performance, strategic adjustments, and future initiatives amidst market challenges Annual Performance Overview (As of March 31) | Indicator | FY2025 (12 months) | FY2024 (15 months) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **approximately HK$164.9 million** | **approximately HK$208.6 million** | **-20.9%** | | Electronic Business Revenue | approximately HK$163.6 million | approximately HK$206.4 million | -20.7% | | Architectural Design Business Revenue | approximately HK$1.3 million | approximately HK$2.2 million | -40.9% | - Despite a decrease in total revenue due to a shorter reporting period, the **average monthly revenue remained stable** compared to the previous fiscal year, indicating operational stability[19](index=19&type=chunk)[21](index=21&type=chunk) - To address US export controls on high-performance AI chips, the Group plans to **gradually exit the accelerated computing business** and further focus on its **Vietnam production base** to meet overseas order demands[20](index=20&type=chunk)[21](index=21&type=chunk) - To enhance business performance, the Group continues to invest in R&D for new energy storage and electric vehicle wiring harness applications in its electronic business, while actively exploring emerging markets like Southeast Asia and South America; in architectural design, it is collaborating with an AI R&D team to build an **AI platform for architects** to reduce costs and improve efficiency[24](index=24&type=chunk)[25](index=25&type=chunk) [Message from Lead Independent Director](index=9&type=section&id=MESSAGE%20FROM%20LEAD%20INDEPENDENT%20DIRECTOR) The Lead Independent Director addresses stock trading suspension, ongoing operations, and efforts to strengthen internal controls - During the reporting period, the company faced **stock trading suspension** (effective July 2, 2024) and a challenging operating environment, with the Board diligently fulfilling **resumption guidance** from the Stock Exchange and releasing all overdue financial results[32](index=32&type=chunk)[33](index=33&type=chunk) - The company's principal businesses are **electronic products** and **architectural design**, having divested its financial services business in 2023; despite the share trading suspension, the Group's business operations continue in all material aspects[34](index=34&type=chunk)[37](index=37&type=chunk) - To resolve audit issues causing financial report delays, the company engaged an **independent professional consulting firm** for a comprehensive review, aiming to identify root causes and strengthen the **internal control framework** to mitigate risks and enhance decision-making transparency and flexibility[42](index=42&type=chunk) [Management Discussion and Analysis](index=11&type=section&id=MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS) Management discusses business segments, financial performance, and strategic outlook, including operational adjustments [Business Review](index=11&type=section&id=BUSINESS%20REVIEW) The Group's primary businesses are electronics and architectural design, with plans to phase out accelerated computing due to export controls - The Group primarily engages in **electronic business** (connectors, wiring harnesses, etc.) and **architectural design business**[46](index=46&type=chunk) - Due to escalating US export control measures on high-performance AI chips, the Group plans to **gradually terminate its accelerated computing business** in the future[46](index=46&type=chunk)[48](index=48&type=chunk) [Financial Review](index=11&type=section&id=FINANCIAL%20REVIEW) Total turnover decreased by **20.9%** to **HK$164.9 million**, gross profit fell **34.0%**, and net loss attributable to owners widened to **HK$57 million** Financial Performance Summary (As of March 31) | Indicator | FY2025 (12 months) | FY2024 (15 months) | Change | | :--- | :--- | :--- | :--- | | **Total Turnover** | **HK$164.9 million** | **HK$208.6 million** | **-20.9%** | | Electronic Business Revenue | HK$163.6 million | HK$206.4 million | -20.7% | | Architectural Design Business Revenue | HK$1.3 million | HK$2.2 million | -40.9% | | **Gross Profit** | **HK$13.4 million** | **HK$20.3 million** | **-34.0%** | | Administrative Expenses | HK$55.0 million | HK$72.1 million | -23.7% | | **Net Loss Attributable to Owners** | **HK$57.0 million** | **HK$0.693 million** | **Loss Widened** | | **Basic Loss Per Share** | **8.10 HK cents** | **0.10 HK cents** | **Loss Widened** | Key Financial Position Indicators (As of March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Net Current Assets | HK$41.8 million | HK$85.8 million | | Cash and Bank Balances | HK$26.3 million | HK$75.2 million | | Current Ratio | 1.34 | 1.53 | | Gearing Ratio | 1.79 | 1.35 | - The decrease in gross profit is primarily attributed to **higher raw material procurement prices** for the electronic business and the **accelerated computing services business**, which had a low gross profit margin of only **2.4%**, dragging down the overall gross margin[55](index=55&type=chunk)[59](index=59&type=chunk) [Outlook](index=15&type=section&id=OUTLOOK) The Group plans to diversify electronic business production in Vietnam and enhance architectural design services with lifestyle aesthetics consulting - The electronic business will achieve **production and product diversification** through new production facilities in Vietnam and expansion into new product lines like advanced semiconductors, addressing the impact of US-China technology decoupling[86](index=86&type=chunk)[90](index=90&type=chunk) - The architectural design business will strengthen its "**lifestyle aesthetics consulting service**," which integrates interior design with the sale of self-branded electronic interior accessories, with initial R&D for electronic accessory design and production processes already underway[87](index=87&type=chunk)[91](index=91&type=chunk) [Biographical Details of Directors and Senior Management](index=16&type=section&id=BIOGRAPHICAL%20DETAILS%20OF%20DIRECTORS%20AND%20SENIOR%20MANAGEMENT) Detailed biographies of executive, non-executive, and independent non-executive directors, along with senior management, are provided - The report provides detailed biographies of **executive directors**, **non-executive directors**, **independent non-executive directors**, and **senior management members**, including their age, position, professional background, and industry experience[92](index=92&type=chunk)[94](index=94&type=chunk)[101](index=101&type=chunk) [Directors' Report](index=20&type=section&id=DIRECTORS'%20REPORT) The Directors' Report covers key operational aspects, including supplier/customer concentration, dividend policy, and directors' shareholdings [Major Suppliers and Customers](index=21&type=section&id=MAJOR%20SUPPLIERS%20AND%20CUSTOMERS) The Group shows high dependency on its top five suppliers and customers, accounting for **57.8%** of total purchases and **57.6%** of total turnover Supplier and Customer Concentration | Category | Percentage | | :--- | :--- | | Largest Supplier | 28.3% | | Top Five Suppliers | 57.8% | | Largest Customer | 16.8% | | Top Five Customers | 57.6% | [Results and Appropriations](index=21&type=section&id=RESULTS%20AND%20APPROPRIATIONS) The Board does not recommend a final dividend for the year ended March 31, 2025, due to the unstable external business environment - The Board does not recommend a **final dividend** for the reporting period[139](index=139&type=chunk)[146](index=146&type=chunk) [Directors' Interests and Short Positions in Shares and Underlying Shares](index=24&type=section&id=DIRECTORS'%20INTERESTS%20AND%20SHORT%20POSITIONS%20IN%20SHARES%20AND%20UNDERLYING%20SHARES) Chairman Mr. Wang Lifeng holds significant interests in the company's shares as of March 31, 2025, through controlled corporations and as a beneficial owner Directors' Shareholding Details (Mr. Wang Lifeng) | Capacity | Number of Shares Held (Long Position) | Percentage of Issued Share Capital | | :--- | :--- | :--- | | Interest in Controlled Corporation | 355,620,000 | 50.51% | | Beneficial Owner | 52,595,000 | 7.47% | [Corporate Governance Report](index=31&type=section&id=CORPORATE%20GOVERNANCE%20REPORT) The Corporate Governance Report details the Board's composition and functions, along with its committees, ensuring compliance with governance principles [The Board](index=32&type=section&id=THE%20BOARD) The Board comprises six directors: one executive, one non-executive (Chairman), and four independent non-executive directors, with no inter-relationships - The Board consists of **six directors**: one executive director, one non-executive director (Chairman), and four independent non-executive directors[223](index=223&type=chunk) - The company has not had a Chief Executive Officer since December 29, 2022, with daily operations managed by the executive director and senior management; the separation of Chairman and management functions complies with corporate governance codes[231](index=231&type=chunk)[232](index=232&type=chunk)[235](index=235&type=chunk) [Audit Committee](index=34&type=section&id=AUDIT%20COMMITTEE) The Audit Committee, composed of four independent non-executive directors, reviews financial reports, assesses internal controls, and oversees external auditors - The Audit Committee is composed of **four independent non-executive directors**, with Ms. Yang Chen and Dr. Yan Ka Sing serving as co-chairpersons[236](index=236&type=chunk) Auditor's Remuneration | Service Type | FY2024/25 (HKD) | FY2023/24 (HKD) | | :--- | :--- | :--- | | Audit Services | 1,150,000 | 1,150,000 | [Independent Auditor's Report](index=45&type=section&id=INDEPENDENT%20AUDITOR'S%20REPORT) The independent auditor issued an unmodified opinion on the consolidated financial statements, highlighting receivables valuation as a key audit matter - The auditor, BDO Limited, issued an **unmodified opinion** on the company's consolidated financial statements for the year ended March 31, 2025, affirming that the statements present a true and fair view of the Group's financial position, performance, and cash flows[287](index=287&type=chunk)[288](index=288&type=chunk) - A key audit matter in the report is the "**valuation of loans, trade and other receivables**," as the assessment of Expected Credit Losses (ECL) involves significant management judgment and potential for management bias[291](index=291&type=chunk)[294](index=294&type=chunk)[296](index=296&type=chunk) [Consolidated Financial Statements](index=52&type=section&id=CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section presents the Group's consolidated financial statements, including profit or loss, financial position, and cash flows [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=53&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS%20AND%20OTHER%20COMPREHENSIVE%20INCOME) For the year ended March 31, 2025, the Group reported **HK$164.9 million** revenue, **HK$13.37 million** gross profit, and a net loss attributable to owners of **HK$57.03 million** Consolidated Income Statement Key Data (For the Year Ended March 31) | Indicator | FY2025 (12 months) | FY2024 (15 months) | | :--- | :--- | :--- | | Revenue | HK$164.9 million | HK$208.6 million | | Gross Profit | HK$13.37 million | HK$20.34 million | | (Loss)/Profit from Continuing Operations | (HK$57.08 million) | HK$4.09 million | | **Loss for the Year/Period** | **(HK$57.08 million)** | **(HK$4.27 million)** | | Loss Attributable to Owners of the Company | (HK$57.03 million) | (HK$0.69 million) | | Basic Loss Per Share (Continuing Operations) | (8.10) HK cents | 0.70 HK cents (Profit) | [Consolidated Statement of Financial Position](index=56&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20FINANCIAL%20POSITION) As of March 31, 2025, total assets were **HK$217.6 million**, total liabilities **HK$139.6 million**, and net assets **HK$78 million**, with cash significantly reduced Consolidated Statement of Financial Position Key Data (As of March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | **Total Assets** | **HK$217.6 million** | **HK$317.9 million** | | Non-Current Assets | HK$54.02 million | HK$70.96 million | | Current Assets | HK$163.6 million | HK$247.0 million | | **Total Liabilities** | **HK$139.6 million** | **HK$182.7 million** | | Current Liabilities | HK$121.8 million | HK$161.2 million | | Non-Current Liabilities | HK$17.84 million | HK$21.55 million | | **Net Assets** | **HK$78.0 million** | **HK$135.2 million** | | Cash and Cash Equivalents | HK$26.31 million | HK$75.20 million | [Consolidated Statement of Cash Flows](index=61&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) For the year ended March 31, 2025, the Group experienced a net cash outflow from operating activities of **HK$59 million**, resulting in a net decrease in cash of **HK$48.87 million** Cash Flow Statement Summary (For the Year Ended March 31) | Indicator | FY2025 (12 months) | FY2024 (15 months) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | (HK$58.95 million) | (HK$23.43 million) | | Net Cash Flow from Investing Activities | (HK$2.59 million) | HK$51.90 million | | Net Cash Flow from Financing Activities | HK$12.67 million | (HK$59.22 million) | | **Net Decrease in Cash and Cash Equivalents** | **(HK$48.87 million)** | **(HK$30.76 million)** | | Cash and Cash Equivalents at End of Period | HK$26.31 million | HK$75.20 million | [Notes to the Consolidated Financial Statements](index=64&type=section&id=NOTES%20TO%20THE%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) These notes provide detailed explanations of accounting policies, key estimates, segment information, and specific financial statement line items [Note 5: Revenue](index=109&type=section&id=5.%20REVENUE) Total revenue for FY2025 was **HK$164.9 million**, primarily from connector product sales, with the US, Mainland China, and Japan as key markets FY2025 Revenue Breakdown (Million HKD) | By Business Type | Amount | By Geographical Market | Amount | | :--- | :--- | :--- | :--- | | Sales of Connector Products | 163.7 | United States | 55.1 | | Comprehensive Architectural Services | 1.3 | China | 54.6 | | **Total** | **164.9** | Japan | 29.4 | | | | South Korea | 14.9 | | | | Taiwan | 7.5 | | | | Others | 3.5 | | | | **Total** | **164.9** | [Note 6: Segment Information](index=112&type=section&id=6.%20SEGMENT%20INFORMATION) In FY2025, the connector products segment generated **HK$163.7 million** revenue with **HK$1.1 million** profit, while architectural services had **HK$1.3 million** revenue and a **HK$1.6 million** loss FY2025 Segment Performance (Million HKD) | Segment | Revenue | Segment Result | | :--- | :--- | :--- | | Connector Products | 163.7 | 1.1 | | Comprehensive Architectural Services | 1.3 | (1.6) | [Note 13: Discontinued Operations](index=127&type=section&id=13.%20DISCONTINUED%20OPERATIONS) The Group divested its financial services business in 2023, which incurred a **HK$8.36 million** loss in the prior fiscal year and is classified as discontinued operations - The Group completed the disposal of its financial services business between March and October 2023, which incurred a **HK$8.36 million** loss in FY2024 (15 months)[672](index=672&type=chunk)[673](index=673&type=chunk)[679](index=679&type=chunk) [Note 27: Trade and Other Receivables](index=155&type=section&id=27.%20TRADE%20AND%20OTHER%20RECEIVABLES) Net trade receivables increased slightly to **HK$28.2 million** as of March 31, 2025, with **HK$2.85 million** overdue by more than 180 days Trade Receivables Aging Analysis (Net) | Aging | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | 0-30 days | 14,607 | 23,606 | | 31-120 days | 10,012 | 3,150 | | 121-180 days | 722 | 100 | | Over 180 days | 2,853 | – | | **Total** | **28,194** | **26,856** |

Performance Overview [Financial Highlights](index=1&type=section&id=%E8%8B%A5%E5%B9%B2%E8%B4%A2%E5%8A%A1%E6%91%98%E8%A6%81) For FY2025, the Group's revenue grew 4.2% to HK$213 million, while annual profit fell 6.4% to HK$16 million FY2025 Key Financial Data Summary | Metric | FY2025 | FY2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | **Revenue** | HK$213,116,000 | HK$204,545,000 | +4.2% | | **Technology-related Revenue** | HK$206,776,000 | HK$197,368,000 | +4.8% | | **Profit for the Year** | HK$15,954,000 | HK$17,051,000 | -6.4% | | **Total Assets** | HK$624,905,000 | HK$620,828,000 | +0.7% | | **Net Assets** | HK$562,100,000 | HK$546,512,000 | +2.9% | | **Gearing Ratio** | 0.08 | 0.10 | -20% | [Company Profile and Strategy](index=1&type=section&id=%E5%85%AC%E5%8F%B8%E7%B0%A1%E4%BB%8B) The company is a global technology firm providing integrated software, platforms, and IT services to bridge business goals with tech execution - The company provides integrated software, business technology platforms, IT services, and strategic consulting to optimize operations and accelerate digital adoption[7](index=7&type=chunk) - The company's strategy is evolving from "Business-led Technology" to "Business Hyper-intelligence" by integrating AI for smarter, autonomous business outcomes[8](index=8&type=chunk) Industry Overview and Strategic Focus [Industry Overview](index=2&type=section&id=%E8%A1%8C%E4%B8%9A%E6%A6%82%E5%86%B5) The global tech services industry is driven by BI, AI integration, and cloud migration, with strong investment in foundational capabilities expected to persist - Key industry trends for 2024-2025 are **AI-driven operating models**, cloud ecosystems, and digital proficiency, sustaining robust enterprise digital spending[11](index=11&type=chunk) - AI's business applications center on data analysis, automation, predictive analytics, and enhanced customer experiences for faster, more accurate decision-making[12](index=12&type=chunk)[13](index=13&type=chunk)[14](index=14&type=chunk)[17](index=17&type=chunk) - Despite economic headwinds, **investment in AI-related infrastructure remains strong** as enterprises view AI as a key competitive differentiator[50](index=50&type=chunk)[51](index=51&type=chunk) [Strategic Priorities and Product Layout](index=12&type=section&id=%E6%88%98%E7%95%A5%E9%87%8D%E7%82%B9%E4%B8%8E%E4%BA%A7%E5%93%81%E5%B8%83%E5%B1%80) The company is transitioning to "Business Hyper-intelligence" by upgrading capabilities in data, software, AI, and human roles while expanding internationally [Business Hyper-intelligence Transformation](index=12&type=section&id=%E4%B8%9A%E5%8A%A1%E8%B6%85%E6%99%BA%E8%83%BD%E5%8C%96%E8%BD%AC%E5%9E%8B) The company is shifting from providing "Business-led Technology" to enabling "intelligent business outcomes" through strategic investments in AI and data science - The technology business is advancing to a **"Business Hyper-intelligence" phase**, merging human expertise with AI agents, software, and data to drive superior business results[52](index=52&type=chunk) - To lead this transformation, the company is refining its product framework, evaluating strategic investments, and innovating delivery models aligned with client outcomes[55](index=55&type=chunk) [Core Technology Framework](index=13&type=section&id=%E6%A0%B8%E5%BF%83%E6%8A%80%E6%9C%AF%E6%A1%86%E6%9E%B6) The technology framework is being upgraded across four core domains: data, software, AI roles, and human roles to enable more adaptive and autonomous systems - The technology framework covers four domains: **data** (multi-modal integration), **software** (adaptive systems), **AI roles** (strategic autonomy), and **human roles** (strategic coordination)[54](index=54&type=chunk) - In AI roles, the company is developing autonomous workflows and hyper-personalization engines to enable AI to handle more complex strategic tasks[56](index=56&type=chunk) [Key Solutions](index=14&type=section&id=%E5%85%B3%E9%94%AE%E8%A7%A3%E5%86%B3%E6%96%B9%E6%A1%88) The company delivers solutions through three core products: FringeBacker Events, TeamSoft for mobile enterprise, and Greenie EdTech for corporate training - Subsidiary Claman Global's **FringeBacker Events** platform provides SaaS, EventTech, and FinTech solutions for large-scale events, integrating BI, VR, and AR[57](index=57&type=chunk) - Subsidiary TeamTech's **TeamSoft** platform is evolving into an AI-powered enterprise SaaS platform for mobile teams in industries like construction and logistics[58](index=58&type=chunk) - The **Greenie EdTech** division is integrating AI into its remote learning platforms to offer personalized corporate training and develop a future-ready workforce[59](index=59&type-chunk)[62](index=62&type=chunk) [International Market Expansion](index=15&type=section&id=%E5%9B%BD%E9%99%85%E5%B8%82%E5%9C%BA%E6%89%A9%E5%BC%A0) The company is accelerating growth in the UK, EU, and other international markets, leveraging the UK as a strategic hub for European operations - The company is accelerating growth in international markets, including the **UK and EU**, with the UK serving as a strategic hub for European clients[63](index=63&type=chunk) - The expansion strategy includes cross-border expertise transfer, localized innovation, regulatory compliance, and customer-centric engagement models[66](index=66&type=chunk) Financial Performance [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=%E7%BB%BC%E5%90%88%E6%8D%9F%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) Revenue for the year ended April 30, 2025, rose 4.2% to HK$213 million, but profit for the year declined 6.4% to HK$16 million due to valuation losses Consolidated Statement of Profit or Loss Highlights (Year ended April 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 213,116 | 204,545 | | Profit before income tax | 15,506 | 21,126 | | Profit for the year | 15,954 | 17,051 | | Profit attributable to owners of the Company | 10,524 | 21,123 | | Basic and diluted earnings per share | 3.89 HK cents | 8.21 HK cents | - The decline in profit was mainly due to an increased **fair value loss on investment properties** (to HK$17.7 million) and a higher **impairment loss on financial assets** (to HK$5.1 million)[19](index=19&type=chunk) [Consolidated Statement of Financial Position](index=4&type=section&id=%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5%E8%A1%A8) As of April 30, 2025, total assets were stable at HK$625 million, while net assets grew 2.9% to HK$562 million with reduced debt levels Consolidated Statement of Financial Position Highlights (As of April 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | **Non-current Assets** | 334,996 | 355,090 | | Investment properties | 210,620 | 228,330 | | **Current Assets** | 289,909 | 265,738 | | **Total Assets** | 624,905 | 620,828 | | **Current Liabilities** | 56,392 | 66,481 | | Interest-bearing borrowings | 42,825 | 53,012 | | **Non-current Liabilities** | 6,413 | 7,835 | | **Net Assets (Total Equity)** | 562,100 | 546,512 | [Notes to the Financial Statements](index=5&type=section&id=%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E9%99%84%E6%B3%A8) The financial statements are prepared under HKFRS, with the technology segment being the primary revenue source and no dividends declared for the year [Segment Information](index=5&type=section&id=3.%20%E5%88%86%E7%B1%BB%E8%B5%84%E6%96%99) The Group operates three segments: Technology, Property, and Financial, with Technology contributing the vast majority of revenue and operating profit - The Group has three reportable operating segments: **Technology** (technology and related business), **Property** (real estate), and **Financial** (consumer finance, securities trading)[25](index=25&type=chunk)[27](index=27&type=chunk) Performance by Business Segment (Year ended April 30) | Segment (HK$'000) | Revenue (2025) | Revenue (2024) | Segment Results (2025) | Segment Results (2024) | | :--- | :--- | :--- | :--- | :--- | | **Technology** | 206,776 | 197,368 | 44,686 | 42,938 | | **Property** | 4,614 | 5,499 | (13,617) | (820) | | **Financial** | 1,726 | 1,678 | 195 | 97 | | **Consolidated** | 213,116 | 204,545 | 31,264 | 42,215 | Revenue and Non-current Assets by Geography | Region (HK$'000) | Revenue (2025) | Revenue (2024) | Non-current Assets (2025) | Non-current Assets (2024) | | :--- | :--- | :--- | :--- | :--- | | **Hong Kong** | 180,719 | 166,951 | 315,244 | 334,108 | | **Mainland China** | 2,920 | 4,560 | 5,960 | 6,390 | | **Others** | 29,477 | 33,034 | 12,200 | 13,000 | | **Total** | 213,116 | 204,545 | 333,404 | 353,498 | [Revenue Analysis](index=8&type=section&id=4.%20%E6%94%B6%E7%9B%8A) Total revenue reached HK$213 million, with technology and related services accounting for 97% of the total at HK$207 million, a 4.8% increase Revenue Composition (Year ended April 30) | Revenue Source (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | Provision of technology and related services | 206,776 | 197,368 | | Provision of property leasing services | 4,614 | 5,499 | | Provision of financial and related services | 1,726 | 1,678 | | **Total** | **213,116** | **204,545** | [Key Expense Items](index=9&type=section&id=6.%20%E9%99%A4%E6%89%80%E5%BE%97%E7%A8%85%E5%89%8D%E6%BA%A2%E5%88%A9) R&D expenses decreased to HK$22.8 million, while impairment losses on financial assets, primarily from receivables, increased significantly to HK$5.1 million Major Expenses and Impairment Items (Year ended April 30) | Item (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | R&D expenses | 22,780 | 29,000 | | Engagement fees | 125,665 | 122,329 | | Staff costs | 8,837 | 8,530 | | Net impairment losses on financial assets | 5,083 | 30 | [Dividend Policy](index=10&type=section&id=8.%20%E8%82%A1%E6%81%AF) The Board does not recommend the payment of a final dividend for the year ended April 30, 2025, consistent with the prior year - The Board of Directors **does not recommend a final dividend** for the year ended April 30, 2025, consistent with the previous year's policy[41](index=41&type=chunk) [Trade Receivables](index=10&type=section&id=10.%20%E6%87%89%E6%94%B6%E8%B3%AC%E6%AC%BE) Net trade receivables increased to HK$145 million, with a notable rise in balances aged over 180 days, indicating extended collection cycles Ageing Analysis of Trade Receivables (by invoice date) | Ageing | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Within 90 days | 39,335 | 35,050 | | 91 to 180 days | 33,238 | 43,926 | | Over 180 days | 72,784 | 47,016 | | **Total** | **145,357** | **125,992** | Business Review and Outlook [Business Review](index=15&type=section&id=%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%BE) The Group's revenue grew 4.2% to HK$213 million, driven by a 4.8% increase in the technology business, while the property segment faced market headwinds - Total revenue for the year **grew 4.2% to HK$213 million**, driven by demand for technology platforms and core business resilience[65](index=65&type=chunk) Performance by Business Segment (Year ended April 30) | Segment | Revenue (HK$'000) | Profit/(Loss) (HK$'000) | Key Dynamics | | :--- | :--- | :--- | :--- | | **Technology Business** | 206,776 (+4.8%) | 44,686 | Stable growth with continued investment in platform innovation and AI integration | | **Property Business** | 4,614 (-16.1%) | (13,617) | Rental income and property valuation declined due to high interest rates and market weakness | | **Financial Services** | 1,726 (+2.9%) | 195 | Recorded modest growth | [Future Growth Prospects](index=15&type=section&id=%E6%9C%AA%E6%9D%A5%E5%A2%9E%E9%95%B7%E5%89%8D%E6%99%AF) Future growth will be pursued through strategic investments and partnerships focused on AI, enterprise automation, and vertical SaaS to build a robust ecosystem - The company will accelerate its transformation through **strategic investments, acquisitions, and technology partnerships** focusing on AI, enterprise automation, and vertical SaaS platforms[64](index=64&type=chunk)[69](index=69&type=chunk) - The company aims to drive **ecosystem-led growth** to expand its market footprint, integrate next-gen AI tools, accelerate product innovation, and deliver localized services globally[67](index=67&type=chunk) Risk Management and Financial Position [Risks and Uncertainties](index=17&type=section&id=%E9%A3%8E%E9%99%A9%E5%8F%8A%E4%B8%8D%E6%98%8E%E6%9C%97%E5%9B%A0%E7%B4%A0) The Group faces risks from economic volatility and market uncertainties, which could adversely impact revenue and asset valuations - The Group's primary risks include **economic fluctuations and financial and property market uncertainty**, which could negatively affect revenue and asset valuations[73](index=73&type=chunk) - The Group is exposed to foreign exchange risk as its assets, liabilities, and cash flows are mainly denominated in HKD, USD, and RMB, with no current hedging[81](index=81&type=chunk) [Liquidity and Financial Resources](index=17&type=section&id=%E6%B5%81%E5%8A%A8%E8%B5%84%E9%87%91%E4%B8%8E%E8%B4%A2%E5%8A%A1%E8%B5%84%E6%BA%90) The Group maintained a sound financial position, with the current ratio improving to 5.1 and the gearing ratio decreasing to 0.08 Key Financial Ratios (As of April 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Cash and bank balances | HK$23,176,000 | HK$53,104,000 | | Current ratio | 5.1 | 4.0 | | Gearing ratio | 0.08 | 0.10 | [Treasury Policy and Pledge of Assets](index=18&type=section&id=%E5%BA%93%E5%8A%A1%E6%94%BF%E7%AD%96%E4%B8%8E%E8%B5%84%E4%BA%A7%E6%8A%B5%E6%8A%BC) The Group funds its operations through internal resources and bank facilities, with investment properties and land pledged as collateral for borrowings - The Group relies on internal resources and bank financing, with total bank borrowings and overdraft facilities of approximately **HK$42.9 million** as of April 30, 2025[82](index=82&type=chunk) - Bank facilities are secured by **investment properties** (net book value of HK$168 million), **leasehold land and buildings** (HK$9.5 million), and an unlimited corporate guarantee[84](index=84&type=chunk)[89](index=89&type=chunk) Other Disclosures [Material Acquisitions and Investments](index=17&type=section&id=%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B4%AD%E5%8F%8A%E5%87%BA%E5%94%AE) The proposed acquisition of a 40% stake in Rosarini International Limited, initiated in May 2021, remains uncompleted as of the reporting date - In May 2021, the company agreed to acquire a **40% stake in Rosarini International Limited for HK$22 million**, with an option to increase to 51%; the transaction is not yet complete[75](index=75&type=chunk)[76](index=76&type=chunk) - As of the reporting date, the Group had **no significant investments** accounting for 5% or more of its total assets[78](index=78&type=chunk) [Employees and Remuneration Policy](index=18&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E9%85%AC%E9%87%91%E6%94%BF%E7%AD%96) As of April 30, 2025, the Group employed 34 staff, with total employee costs for the year amounting to approximately HK$8.8 million Employee Data | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of employees | 34 | 38 | | Total staff costs | Approx. HK$8,800,000 | Approx. HK$8,500,000 | [Corporate Governance](index=18&type=section&id=%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB%E6%8A%A5%E5%91%8A) The company complied with most Corporate Governance Code provisions but deviated on three points, including the combined role of Chairman and CEO - The company complied with the Corporate Governance Code during the reporting period, with **three noted deviations**[88](index=88&type=chunk) - Deviations include: **no directors' liability insurance** (C.1.7), the **Chairman and CEO roles are held by the same individual** (C.2.1), and **no specific term for INEDs** (B.2.2)[88](index=88&type=chunk)[90](index=90&type=chunk)

[Company Information](index=3&type=section&id=Company%20Information) The report details core company information including board members, company secretary, principal bankers, auditors, legal advisors, and registered office - The report provides detailed core company information, including board members, company secretary, principal bankers, auditors, legal advisors, and registered office[5](index=5&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman%27s%20Statement) [Group Performance and Dividends](index=4&type=section&id=Group%20Performance%20and%20Dividends) The Group's FY2025 performance significantly declined with a **33%** year-on-year decrease in turnover, turning from profit to loss, with a loss of **HKD 64 million** from continuing operations, while prior year's profit was primarily from one-off gains from discontinued operations, and the Board does not recommend a final dividend FY2025 Performance Overview (Continuing Operations) | Indicator | Year Ended March 31, 2025 | Year Ended March 31, 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Turnover | HKD 99 million | HKD 148 million | -33% | | Gross Profit | HKD 5 million | HKD 9 million | -44% | | Annual (Loss)/Profit | (HKD 64 million) | HKD 592 million | From Profit to Loss | - The high profit in FY2024 was primarily due to a one-off gain of **HKD 596 million** from deconsolidation of discontinued operations and **HKD 78 million** from deconsolidation of a subsidiary, not from core business operations[6](index=6&type=chunk) - The Board does not recommend a final dividend for the financial year ended March 31, 2025[7](index=7&type=chunk) [Business Review](index=4&type=section&id=Business%20Review) The Group's core business is proprietary brand notebooks and tablets, transitioning from in-house manufacturing to outsourced ODM/OEM, which, despite generating gross profit, faces a challenging business environment and financial difficulties, necessitating new product and market development and reliance on capital market financing for operations - The core business involves developing and selling proprietary brand notebooks and tablets[8](index=8&type=chunk) - The company is transitioning from in-house manufacturing to outsourced ODM and OEM models, which has generated gross profit, but the overall financial condition remains challenging[8](index=8&type=chunk) - The company will continue to rely on capital markets for fundraising to address financial challenges and seek a stable and profitable operating model[8](index=8&type=chunk) [Outlook](index=5&type=section&id=Outlook) The Group maintains cautious optimism for the future, focusing on strategic objectives including optimizing operational efficiency, exploring business collaborations to enhance competitiveness, and planning capital market financing through rights issues to support strategic investments and future growth - Operational Optimization: Continued implementation of headcount reductions, process improvements, and cost control measures to enhance efficiency[11](index=11&type=chunk) - Business Collaboration: Actively exploring strategic partnerships, technological innovation, and product diversification to seize new market opportunities[11](index=11&type=chunk) - Capital Market Financing: Plans to explore financing options such as rights issues to raise funds for strategic investments and growth initiatives[11](index=11&type=chunk) [Biographical Details of Directors](index=5&type=section&id=Biographical%20Details%20of%20Directors) [Directors' Biographies](index=5&type=section&id=Directors%27%20Biographies) This section provides detailed personal backgrounds, professional experience, and industry qualifications of the company's executive, non-executive, and independent non-executive directors, who collectively possess extensive experience across banking, investment, finance, accounting, corporate management, and information technology - Executive Director Ms. Liu Li Ping possesses over **27 years** of experience in banking, investment, and education[12](index=12&type=chunk) - Non-Executive Director Mr. Bian Wenbin has over **15 years** of financial experience and has led intelligent transformation in financial and legal services[14](index=14&type=chunk)[15](index=15&type=chunk) - The independent non-executive director team possesses diverse professional backgrounds in accounting, corporate finance, business administration, and engineering, with several members holding directorships in other listed companies[16](index=16&type=chunk)[17](index=17&type=chunk)[22](index=22&type=chunk)[24](index=24&type=chunk) [Corporate Governance Report](index=10&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=10&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company is committed to high standards of corporate governance and has complied with the Corporate Governance Code; the Board, comprising eight members (two executive, two non-executive, and four independent non-executive directors), is responsible for the Group's business and strategic decisions, holding 20 meetings during the reporting period with disclosed attendance - The company has complied with all applicable code provisions of the Corporate Governance Code during the year[25](index=25&type=chunk) - The Board currently comprises **8 members**: **2** executive directors, **2** non-executive directors, and **4** independent non-executive directors[27](index=27&type=chunk) Board Meeting Attendance (Year Ended March 31, 2025) | Director Name | Position | Attended/Eligible to Attend | | :--- | :--- | :--- | | Ms. Liu Li Ping | Executive Director | 19/19 | | Mr. He Ze Yu | Executive Director | 20/20 | | Mr. Tian Yi | Non-Executive Director | 5/5 | | Mr. Zhu Kai Qin | Independent Non-Executive Director | 20/20 | | Mr. Lin Zhi Ying | Independent Non-Executive Director | 20/20 | | Mr. Deng She Jian | Independent Non-Executive Director | 20/20 | | Mr. Deng Chao Wen | Independent Non-Executive Director | 20/20 | [Board Committees](index=13&type=section&id=Board%20Committees) The company has established Remuneration, Audit, and Nomination Committees, all chaired by independent non-executive directors; the report details each committee's responsibilities, composition, and annual meeting attendance, ensuring independent and professional corporate governance - The Remuneration Committee, composed of **four** independent non-executive directors, held **four** meetings this year, responsible for reviewing remuneration policies for directors and senior management[36](index=36&type=chunk) - The Audit Committee, composed of **four** independent non-executive directors, held **three** meetings this year, responsible for overseeing the financial reporting process, internal controls, and risk management systems[38](index=38&type=chunk)[40](index=40&type=chunk) - The Nomination Committee, composed of **four** independent non-executive directors, held **four** meetings this year, responsible for reviewing the Board structure, identifying, and nominating director candidates[43](index=43&type=chunk)[44](index=44&type=chunk) [Auditor's Disclaimer of Opinion](index=16&type=section&id=Auditor%27s%20Disclaimer%20of%20Opinion) The auditor, Highlink CPA Limited, issued a "Disclaimer of Opinion" on the Group's consolidated financial statements primarily due to multiple material uncertainties related to the Group's ability to continue as a going concern, including significant annual losses, substantial net current liabilities, bank loan defaults, and severe cash flow deficiencies, as the auditor could not obtain sufficient audit evidence regarding the effectiveness of management's plans to mitigate liquidity pressure - The auditor issued a **'Disclaimer of Opinion'** on the Group's consolidated financial statements for FY2025[49](index=49&type=chunk)[126](index=126&type=chunk) - The core reason for the disclaimer of opinion is the existence of material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern[50](index=50&type=chunk)[127](index=127&type=chunk) Key Financial Issues Leading to Going Concern Uncertainty (As at March 31, 2025) | Indicator | Amount | | :--- | :--- | | Annual Loss from Continuing Operations | Approximately HKD 64.27 million | | Net Current Liabilities | Approximately HKD 142.65 million | | Defaulted Outstanding Bank Borrowings | Approximately HKD 47.53 million | | Bank Balances and Cash | Only Approximately HKD 10.06 million | | Financial Guarantees Provided for Former Subsidiary | Approximately HKD 108.47 million | - Management proposed a series of plans to address the crisis, including bank loan restructuring, shareholder loan extension, accounts payable restructuring, and improving operating cash flow, but the auditor found insufficient evidence to support the success of these plans[51](index=51&type=chunk)[52](index=52&type=chunk)[59](index=59&type=chunk) [Risk Management and Internal Control](index=21&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board holds ultimate responsibility for the Group's risk management and internal control systems, aiming to manage rather than eliminate risks, with the Audit Committee overseeing the system and outsourcing this year's internal control review to a third-party consulting firm, while the Group maintains strict procedures for insider information confidentiality and disclosure - The Board bears ultimate responsibility for the risk management and internal control systems and reviews their effectiveness[67](index=67&type=chunk) - This year's internal control review was outsourced to a third-party consulting firm[67](index=67&type=chunk) [Directors' Report](index=23&type=section&id=Directors%27%20Report) [Business and Financial Review](index=23&type=section&id=Business%20and%20Financial%20Review) During the reporting period, the Group primarily engaged in investment holding, with subsidiaries involved in designing and selling consumer electronic products; the Group recorded a total deficit of **HKD 65 million**, with cash and bank balances of only **HKD 10 million** and net borrowings as high as **HKD 184 million**, indicating extreme liquidity strain, though the company raised approximately **HKD 95.25 million** net proceeds from two placings, mainly used for debt repayment and working capital Financial Position Summary (As at March 31, 2025) | Indicator | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Total Deficit | 65 million | 88 million | | Bank Balances and Cash | 10 million | 24 million | | Bank and Other Borrowings | 48 million | 48 million | | Financial Guarantees | 108 million | 124 million | | Shareholder Loans | 38 million | 38 million | | Net Borrowings | 184 million | 186 million | - The company completed two placings in March 2024 and November 2024, raising net proceeds of approximately **HKD 30.05 million** and **HKD 65.20 million** respectively, primarily used for loan repayment and settlement of external debts[88](index=88&type=chunk)[90](index=90&type=chunk) [Major Suppliers and Customers](index=26&type=section&id=Major%20Suppliers%20and%20Customers) The Group exhibits high concentration in its suppliers and customers; during the year, the largest supplier accounted for **25%** of total purchases, with the top five suppliers collectively accounting for **82%**, while the largest customer accounted for **28%** of total sales, and the top five customers collectively accounting for **71%** Supplier and Customer Concentration | Category | Percentage | | :--- | :--- | | Largest Supplier | 25% | | Top Five Suppliers Total | 82% | | Largest Customer | 28% | | Top Five Customers Total | 71% | [Independent Auditor's Report](index=32&type=section&id=Independent%20Auditor%27s%20Report) [Disclaimer of Opinion](index=32&type=section&id=Disclaimer%20of%20Opinion) The auditor explicitly stated a disclaimer of opinion on the Group's consolidated financial statements due to the materiality of multiple uncertainties related to going concern, indicating an inability to obtain sufficient appropriate audit evidence to form an opinion on the true and fair view of the financial statements - We do not express an opinion on your Group's consolidated financial statements; due to the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we were unable to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these consolidated financial statements[126](index=126&type=chunk) - The basis for the disclaimer of opinion stems from multiple uncertainties related to going concern, including significant losses, high net current liabilities, defaulted bank borrowings, and severe cash shortages[127](index=127&type=chunk) - The auditor could not be satisfied with the success of management's plans to improve liquidity, such as debt restructuring and extension of repayment periods, thus unable to confirm the appropriateness of using the going concern basis of accounting[128](index=128&type=chunk) [Consolidated Financial Statements](index=36&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=36&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) The financial statements show the Group's FY2025 turnover from continuing operations was **HKD 99.31 million**, a **33%** year-on-year decrease, resulting in a pre-tax loss of **HKD 64.27 million** due to ineffective cost control and high expenses, a significant deterioration from the prior year's profit primarily driven by one-off gains from discontinued operations Consolidated Statement of Profit or Loss Summary (Continuing Operations) | Item (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Turnover | 99,313 | 148,422 | | Gross Profit | 5,121 | 8,864 | | Administrative Expenses | (46,787) | (50,295) | | Finance Costs | (9,961) | (9,458) | | Loss Before Income Tax | (64,270) | (3,070) | | Loss for the Year from Continuing Operations | (64,270) | (3,070) | - The **HKD 595 million** profit from discontinued operations recorded in FY2024 was a one-off event, masking the core business's loss-making status[141](index=141&type=chunk) - Basic loss per share was **HKD 0.63**, compared to earnings per share of **HKD 9.79** in the prior year (primarily impacted by discontinued operations)[143](index=143&type=chunk) [Consolidated Statement of Financial Position](index=39&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's financial position is extremely severe, with net current liabilities reaching **HKD 143 million** and a total deficit (total liabilities exceeding total assets) of **HKD 64.69 million**, indicating severe solvency pressure as current assets cannot cover current liabilities Consolidated Statement of Financial Position Summary (As at March 31, 2025) | Item (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 91,069 | 95,337 | | Current Assets | 88,425 | 87,073 | | *Of which: Bank Balances and Cash* | *10,056* | *23,855* | | **Liabilities and Equity** | | | | Current Liabilities | 231,076 | 256,444 | | *Of which: Bank and Other Borrowings* | *47,528* | *47,528* | | *Of which: Financial Guarantees Provided* | *108,468* | *123,532* | | Non-current Liabilities | 13,111 | 13,493 | | **Net Current Liabilities** | **(142,651)** | **(169,371)** | | **Total Deficit** | **(64,693)** | **(87,527)** | [Consolidated Statement of Cash Flows](index=42&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group's FY2025 operating activities resulted in a net cash outflow of **HKD 96.56 million**, indicating the core business's inability to generate positive cash flow; despite raising **HKD 78.63 million** from share issuance, cash and cash equivalents at year-end decreased from **HKD 23.86 million** to **HKD 10.06 million**, reflecting a continuous deterioration in cash position Consolidated Statement of Cash Flows Summary (Year Ended March 31, 2025) | Item (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (96,557) | (69,473) | | Net Cash (Used in)/Generated from Investing Activities | (2,054) | 3,645 | | Net Cash Generated from Financing Activities | 78,625 | 96,068 | | Net Decrease in Cash and Cash Equivalents | (19,986) | 30,240 | | Cash and Cash Equivalents at Beginning of Year | 23,855 | 2,392 | | Cash and Cash Equivalents at End of Year | 10,056 | 23,855 | [Notes to the Consolidated Financial Statements](index=44&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Note 1: General Information and Basis of Preparation](index=44&type=section&id=Note%201%3A%20General%20Information%20and%20Basis%20of%20Preparation) This note reiterates the severe going concern issues faced by the Group, including annual losses, net current liabilities, and bank loan defaults; the Board believes that preparing financial statements on a going concern basis is appropriate given a series of plans (e.g., debt restructuring, shareholder loan extension, improving operating cash flow), but also acknowledges that the Group may not be able to continue as a going concern if these plans fail - The Board has carefully considered the Group's future liquidity, acknowledging an approximate **HKD 64.27 million** loss from continuing operations and approximate **HKD 143 million** net current liabilities[161](index=161&type=chunk) - Measures taken by management to maintain going concern include negotiating debt restructuring with banks, discussing loan extensions with the estate administrator of the deceased former chairman, negotiating extended repayment periods with creditors, and implementing measures to achieve positive operating cash inflows[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[166](index=166&type=chunk) [Note 6: Turnover and Segment Information](index=77&type=section&id=Note%206%3A%20Turnover%20and%20Segment%20Information) All of the Group's continuing operations turnover, totaling **HKD 99.31 million**, is derived from notebook products; geographically, Asia is the primary market, accounting for all turnover, with high customer concentration where Customer A and Customer B collectively contribute nearly half of the revenue - All **HKD 99.31 million** of turnover from continuing operations is derived from the sale of notebook products[285](index=285&type=chunk) - Geographically, the Asian market contributed **all** turnover, while sales in the European market decreased from **HKD 38 million** last year to **zero**[289](index=289&type=chunk) Major Customer Turnover (HKD thousands) | Customer | 2025 | 2024 | | :--- | :--- | :--- | | Customer A | 21,053 | 42,700 | | Customer B | 27,437 | 33,134 | [Note 11: Discontinued Operations](index=82&type=section&id=Note%2011%3A%20Discontinued%20Operations) This note details the discontinued Dongguan production line business (disposal group); due to a winding-up petition, the Group lost control of its wholly-owned subsidiary, Alco Electronics Ltd., on June 28, 2023, and deconsolidated it, resulting in a one-off gain of approximately **HKD 596 million** recognized in FY2024 - In August 2022, the Board decided to cease operations of the Dongguan production line[298](index=298&type=chunk) - Due to a winding-up petition, the Group lost control of its subsidiary, Alco Electronics Group, on **June 28, 2023**, and deconsolidated it[299](index=299&type=chunk) - The deconsolidation of Alco Electronics Group generated a gain of **HKD 596 million** in FY2024, which was the primary reason for the Group's high profit that year[300](index=300&type=chunk)[301](index=301&type=chunk) [Note 27: Bank and Other Borrowings](index=106&type=section&id=Note%2027%3A%20Bank%20and%20Other%20Borrowings) As of March 31, 2025, the Group had secured bank borrowings of **HKD 47.53 million** and issued **HKD 12 million** in 10-year bonds; notably, all **HKD 47.53 million** of bank borrowings are in default and can be immediately called for repayment by the bank, posing a severe liquidity risk - The Group has **HKD 47.53 million** in secured bank borrowings and has issued an additional **HKD 12 million** in 10-year bonds[358](index=358&type=chunk) - Significant Risk: The Group has defaulted on **HKD 47.53 million** in bank loan repayments, and if lenders exercise their rights, this borrowing will become immediately due and payable[360](index=360&type=chunk) [Five Year Financial Summary](index=117&type=section&id=Five%20Year%20Financial%20Summary) [Five Year Financial Data](index=117&type=section&id=Five%20Year%20Financial%20Data) The five-year financial summary shows the Group's turnover sharply contracted from **HKD 1.279 billion** in FY2021 to less than **HKD 100 million** in FY2025; except for FY2024, which recorded a profit due to one-off gains, the other four fiscal years incurred significant losses, with total assets continuously shrinking and total equity turning negative (total deficit), reflecting an increasingly severe insolvent position Five-Year Performance and Balance Sheet Summary (HKD thousands) | Financial Year | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Performance** | | | | | | | Turnover | 99,313 | 148,422 | 89,321 | 542,408 | 1,278,686 | | (Loss)/Profit Attributable to Owners of the Company | (64,043) | 600,692 | (510,242) | (594,575) | (360,463) | | **Assets and Liabilities** | | | | | | | Total Assets | 179,494 | 182,410 | 283,288 | 833,777 | 1,363,113 | | Total Liabilities | (244,187) | (269,937) | (1,077,958) | (1,106,700) | (1,032,927) | | Total (Deficit)/Equity | (64,693) | (87,527) | (794,670) | (272,923) | 330,186 |

ELEGANCE OPTICAL INTERNATIONAL HOLDINGS LIMITED 高 雅 光 學 國 ANNUAL REPORT 2024/2025 年 報 際 集 團 有 限 公 司 Contents 目錄 | Corporate Information | 2–3 | | --- | --- | | 公司資料 | | | Management Discussion and Analysis | 4–8 | | 管理層討論及分析 | | | Environmental, Social and Governance Report | 9–25 | | 環境、社會及管治報告 | | | Profiles of Directors | 26–27 | | 董事簡介 | | | Corporate Governance Report | 28–51 | | 企業管治報告 | | | Report of the Directors | 52–62 | | 董事會報告 | | | Independent Auditor's Report | 63–73 | | 獨立核數師報告 | | | Consolid ...

[Performance Summary](index=1&type=section&id=%E6%A5%AD%E7%B8%BE%E6%91%98%E8%A6%81) [Financial Summary](index=1&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) Net revenue slightly decreased to €638.3 million, while Adjusted EBITDA grew 2.5% to €99.1 million Key Financial Indicators for H1 2025 | Indicator | Six Months Ended June 30, 2025 | Change vs. H1 2024 | | :--- | :--- | :--- | | Net Revenue | €638.3 million | -1.3% | | Profit for the Period | €43.6 million | -1.1% | | Profit Attributable to Shareholders | - | -0.9% | | Adjusted EBITDA | €99.1 million | +2.5% | [Business Summary](index=1&type=section&id=%E6%A5%AD%E5%8B%99%E6%91%98%E8%A6%81) The Group expanded business through a Flexjet collaboration, a dividend distribution, and global boat show participation - On June 27, 2025, the company partnered with Flexjet Limited to launch the exclusive "Riva Volare" interior design project, integrating Riva yacht style into Flexjet aircraft cabins[5](index=5&type=chunk) - On June 18, 2025, the company completed a dividend distribution totaling **€33,848,265.40**, with a dividend of **€0.10 per share**[6](index=6&type=chunk) - In H1 2025, the Group actively participated in major international boat shows in Düsseldorf, Miami, Dubai, Palm Beach, Singapore, and Venice[7](index=7&type=chunk) [Interim Condensed Consolidated Financial Statements](index=3&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Interim Condensed Consolidated Statement of Profit or Loss](index=3&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%94%B6%E7%9B%8A%E8%A1%A8) Net revenue slightly decreased to €638.3 million, while profit for the period remained stable at €43.6 million Summary of Interim Condensed Consolidated Statement of Profit or Loss (in thousands of EUR) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 676,999 | 678,471 | | Net Revenue | 638,269 | 646,416 | | Profit before tax | 63,350 | 63,835 | | Profit for the period | 43,569 | 44,047 | | Profit attributable to shareholders of the Company | 43,454 | 43,859 | | Basic and diluted earnings per share (EUR) | 0.13 | 0.13 | [Interim Condensed Consolidated Statement of Comprehensive Income](index=4&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) Total comprehensive income decreased to €38.6 million, mainly due to losses from foreign operation translation Summary of Interim Condensed Consolidated Statement of Comprehensive Income (in thousands of EUR) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Profit for the period | 43,569 | 44,047 | | Other comprehensive income/(loss) for the period | (4,978) | 700 | | Total comprehensive income for the period | 38,591 | 44,747 | [Interim Condensed Consolidated Statement of Financial Position](index=5&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) Total assets stood at €1.64 billion and total equity increased to €904 million, reflecting a stable financial structure Summary of Interim Condensed Consolidated Statement of Financial Position (in thousands of EUR) | Item | As of June 30, 2025 (Unaudited) | As of December 31, 2024 (Audited) | | :--- | :--- | :--- | | Total Assets | 1,643,284 | 1,661,444 | | Total Liabilities | 739,400 | 763,208 | | Total Equity | 903,884 | 898,236 | [Interim Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) Cash flow from operations improved to €76.7 million, with period-end cash decreasing to €134.0 million Summary of Interim Condensed Consolidated Statement of Cash Flows (in thousands of EUR) | Item | H1 2025 (Unaudited) | H1 2024 (Unaudited) | | :--- | :--- | :--- | | Cash flows from operating activities | 76,667 | 58,615 | | Cash flows used in investing activities | (52,645) | (58,651) | | Cash flows (used in)/from financing activities | (41,258) | (40,499) | | Net increase/(decrease) in cash and cash equivalents | 17,236 | (40,535) | | Cash and cash equivalents at end of period | 133,982 | 273,657 | [Notes to the Interim Condensed Consolidated Financial Statements](index=9&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) [Corporate Information and Basis of Preparation](index=9&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99%E8%88%87%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) Financials are prepared under IAS 34, with management assessing no material ESG impact and initiating ESRS alignment - The company is primarily engaged in the design, construction, and marketing of yachts and pleasure boats, headquartered in Italy[15](index=15&type=chunk)[16](index=16&type=chunk) - The financial statements are prepared in accordance with **International Accounting Standard 34 (IAS 34)**, with accounting policies consistent with the 2024 annual report, and no early adoption of new effective standards[18](index=18&type=chunk)[19](index=19&type=chunk) - Management assesses that **Environmental, Social, and Governance (ESG) related risks do not have a material impact** on the Group's financial position and has initiated alignment with the European Sustainability Reporting Standards (ESRS)[23](index=23&type=chunk)[25](index=25&type=chunk) [Notes to Selected Financial Statement Items](index=12&type=section&id=%E9%81%B8%E5%AE%9A%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%A0%85%E7%9B%AE%E9%99%84%E8%A8%BB) This section details key items like income, costs, receivables, and payables, with EPS stable at €0.13 [Other Income (Note 3)](index=12&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%20(%E9%99%84%E8%A8%BB3)) Other income rose 13% YoY to €11.3 million, driven by increased income from supplier relationships Details of Other Income (in thousands of EUR) | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Income from relationships with suppliers | 5,212 | 3,039 | | Reversal of excess provisions for costs | 2,932 | 2,848 | | Total Other Income | 11,257 | 9,968 | [Costs and Expenses (Notes 4-8)](index=12&type=section&id=%E6%88%90%E6%9C%AC%E8%88%87%E9%96%8B%E6%94%AF%20(%E9%99%84%E8%A8%BB4-8)) Raw material costs decreased, while subcontractor and staff costs rose due to business growth - Cost of raw materials and consumables used decreased from **€333 million to €289 million**[27](index=27&type=chunk) - Costs for subcontractors increased from **€132 million to €142 million**[28](index=28&type=chunk) - Staff costs increased from **€74.4 million to €77.5 million**[31](index=31&type=chunk) [Trade and Other Receivables (Note 11)](index=15&type=section&id=%E8%B2%A1%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85%20(%E9%99%84%E8%A8%BB11)) Total trade and other receivables decreased to €59.3 million, with no significant credit risk concentration Trade and Other Receivables (in thousands of EUR) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade receivables | 35,333 | 36,437 | | Other receivables | 23,948 | 38,137 | | Total | 59,281 | 74,574 | [Trade and Other Payables (Note 12)](index=18&type=section&id=%E8%B2%A1%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85%20(%E9%99%84%E8%A8%BB12)) Total trade and other payables decreased to €438 million, mainly comprising amounts due to suppliers Trade and Other Payables (in thousands of EUR) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade payables | 384,531 | 427,026 | | Other payables | 53,648 | 52,121 | | Total | 438,179 | 479,147 | [Earnings Per Share (Note 13)](index=20&type=section&id=%E6%AF%8F%E8%82%A1%E7%9B%88%E5%88%A9%20(%E9%99%84%E8%A8%BB13)) Basic and diluted earnings per share remained unchanged YoY at €0.13 Calculation of Earnings Per Share | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit attributable to shareholders of the Company (in thousands of EUR) | 43,454 | 43,859 | | Weighted average number of shares | 338,482,654 | 338,482,654 | | Basic and diluted earnings per share (EUR) | 0.13 | 0.13 | [Management Discussion and Analysis](index=21&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) [Principal Activities and Business Review](index=21&type=section&id=%E4%B8%BB%E7%87%9F%E6%A5%AD%E5%8B%99%E5%8F%8A%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group leveraged its seven iconic brands to drive performance through pricing power and custom yacht sales - The Group is a global leader in the luxury yacht industry, owning seven iconic brands including **Riva, Wally, and Ferretti Yachts**, and is regarded as an ambassador of Italian nautical excellence[52](index=52&type=chunk) - Strong performance confirmed the advantages of the company's industrial strategy, including **strong pricing power**, integration of the high-margin made-to-measure yacht segment, and effective cost absorption[53](index=53&type=chunk) [Outlook](index=23&type=section&id=%E5%B1%95%E6%9C%9B) Future strategy focuses on market leadership, sustainable innovation, and expansion into superyachts and services - Future strategic pillars include: - Consolidating market leadership in composite and made-to-measure yachts - Investing in sustainable materials and process innovation - Developing new alloy-hull superyachts under brands like Riva and Pershing - Expanding brokerage, charter, after-sales, and brand extension activities - Investing in the internalization of high-value-added activities[58](index=58&type=chunk) [Financial Review](index=24&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The order backlog stood at €1.45 billion, with Adjusted EBITDA margin improving to 16.0% and net cash at €102 million [Order Backlog](index=24&type=section&id=%E7%B4%AF%E7%A9%8D%E8%A8%82%E5%96%AE) The order backlog was €1.45 billion, with a significant mix shift as superyacht orders grew 32.0% Order Backlog by Product Type (in millions of EUR) | Product Type | H1 2025 | Share | H1 2024 | Share | Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Composite yachts | 225.2 | 15.6% | 328.7 | 22.0% | -31.5% | | Made-to-measure yachts | 490.8 | 33.9% | 589.4 | 39.4% | -16.7% | | Super yachts | 689.0 | 47.7% | 521.9 | 34.9% | +32.0% | | Other businesses | 41.0 | 2.8% | 55.8 | 3.7% | -26.5% | | Total | 1,446.0 | 100.0% | 1,495.8 | 100.0% | -3.3% | [Net Revenue](index=25&type=section&id=%E6%B7%A8%E6%94%B6%E7%9B%8A) New yacht net revenue grew 1.5% to €620 million, driven by strong performance in the MEA region Net Revenue from New Yachts by Product Type (in thousands of EUR) | Product Type | H1 2025 | Share | H1 2024 | Share | | :--- | :--- | :--- | :--- | :--- | | Composite yachts | 234,403 | 37.8% | 265,048 | 43.4% | | Made-to-measure yachts | 253,134 | 40.8% | 233,144 | 38.2% | | Super yachts | 104,444 | 16.8% | 82,496 | 13.5% | | Total Net Revenue from New Yachts | 620,439 | 100.0% | 611,041 | 100.0% | - By geography, the **MEA region's share of net revenue from new yachts grew significantly to 35.4%** from 18.5% YoY, while Europe's share decreased from 51.2% to 40.4%[74](index=74&type=chunk) [Non-IFRS Measures](index=30&type=section&id=%E9%9D%9E%E5%9C%8B%E9%9A%9B%E8%B2%A1%E5%8B%99%E5%A0%B1%E5%91%8A%E6%BA%96%E5%89%87%E8%A8%88%E9%87%8F) Adjusted EBITDA increased 2.5% to €99.1 million, with the margin improving to 16.0% Adjusted EBITDA Reconciliation (in thousands of EUR) | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit for the period | 43,569 | 44,047 | | Add: Income tax | 19,780 | 19,788 | | Add: Net financial expenses, depreciation & amortization, etc. | 36,118 | 32,862 | | EBITDA | 99,458 | 96,997 | | Adjusted EBITDA | 99,073 | 96,716 | | Adjusted EBITDA Margin | 16.0% | 15.8% | [Liquidity and Financial Resources](index=33&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E8%88%87%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The Group maintained a robust net cash position of €101.6 million and a low gearing ratio of 4.0% - As of June 30, 2025, the Group's net financial position was **net cash of €101.6 million**[94](index=94&type=chunk) - Capital expenditure for H1 was **€42.3 million**, with approximately €25.4 million allocated to business expansion[93](index=93&type=chunk) - The **gearing ratio (total debt/total equity) was approximately 4.0%**, a slight increase from 3.7% at the end of 2024, indicating a very low debt level[97](index=97&type=chunk) [Risk Factors and Human Resources](index=35&type=section&id=%E9%A2%A8%E9%9A%AA%E5%9B%A0%E7%B4%A0%E8%88%87%E4%BA%BA%E5%8A%9B%E8%B3%87%E6%BA%90) The Group manages currency risk via hedging and increased its headcount to 2,127 to support growth - The Group's main foreign exchange risk arises from **EUR/USD exchange rate fluctuations**, which it hedges using foreign currency forward contracts[103](index=103&type=chunk) Human Resources Overview | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 2,127 | 2,118 | | H1 Staff Costs | €77.5 million | €74.4 million (H1 2024) | [Other Disclosures](index=35&type=section&id=%E5%85%B6%E4%BB%96%E6%8A%AB%E9%9C%B2%E4%BA%8B%E9%A0%85) [Dividend and Share Repurchase](index=35&type=section&id=%E8%82%A1%E6%81%AF%E8%88%87%E8%82%A1%E4%BB%BD%E5%9B%9E%E8%B3%BC) The Board does not recommend an interim dividend, and no share repurchases occurred during the period - The Board of Directors **does not recommend the payment of an interim dividend**[105](index=105&type=chunk) - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[107](index=107&type=chunk) [Corporate Governance and Compliance](index=36&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E8%88%87%E5%90%88%E8%A6%8F) The company maintained full corporate governance compliance, with its interim results reviewed by the Audit Committee - The net proceeds from the Hong Kong listing, approximately **HK$1.863 billion**, were fully utilized as of June 30, 2025, in accordance with the purposes stated in the prospectus[108](index=108&type=chunk) - The company has complied with the code provisions of the **Corporate Governance Code** as set out in Appendix C1 of the Hong Kong Listing Rules during the reporting period[110](index=110&type=chunk) - The **Audit Committee has reviewed the unaudited interim financial statements** and concurs that they were prepared in compliance with applicable accounting standards and regulatory requirements[112](index=112&type=chunk) [Events After the Reporting Period](index=37&type=section&id=%E6%9C%89%E9%97%9C%E6%9C%9F%E9%96%93%E5%BE%8C%E4%BA%8B%E9%A0%85) Post-period, the Group acquired full ownership of the 'Wally' brand and divested Ferretti Tech S.r.l - In July 2025, the Group increased its shareholding in **Sea Lion S.r.l. (owner of the "Wally" brand) to 100%**[113](index=113&type=chunk) - In July 2025, the Group **disposed of its entire equity interest in Ferretti Tech S.r.l.**[114](index=114&type=chunk)

[Corporate Information](index=2&type=section&id=Corporate%20Information) This section details the company's core corporate information, including board members, committees, legal advisors, and auditors, noting significant board and committee changes during and after the reporting period - The report details core corporate information including board members, committee structures, authorized representatives, legal advisors, registered office, principal bankers, and auditors, noting multiple changes in board and committee members, including chairman succession and director resignations and appointments, during and after the reporting period[3](index=3&type=chunk)[4](index=4&type=chunk)[5](index=5&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The company experienced a **34.5%** revenue decrease and a shift from profit to loss attributable to owners, primarily due to reduced gross profit and increased gross loss, yet maintains cautious optimism for the future Financial Performance Summary | Metric | FY2024/25 (HKD) | FY2023/24 (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | Approx. **405 million** | Approx. **618 million** | -34.5% | | (Loss)/Profit Attributable to Owners | Loss approx. **81.5 million** | Profit approx. **17.3 million** | Shift from profit to loss | - The shift from profit to loss was primarily due to decreased gross profit and increased gross loss. Despite international economic uncertainties, the Group maintains cautious optimism for future prospects, driven by sustained government investment in infrastructure, and actively seeks new investment opportunities to enhance profitability[16](index=16&type=chunk)[17](index=17&type=chunk)[21](index=21&type=chunk) [Directors and Senior Management](index=7&type=section&id=Directors%20and%20Senior%20Management) This section details the backgrounds and responsibilities of executive and independent non-executive directors, noting significant board changes during and after the reporting period with new appointments aimed at strengthening strategic, operational, and compliance capabilities - This chapter details the backgrounds, experience, and responsibilities of the company's executive and independent non-executive directors, noting significant board personnel changes during and after the reporting period, with multiple new directors appointed across construction, finance, and capital management to strengthen the company's strategic, operational, and compliance capabilities[25](index=25&type=chunk)[35](index=35&type=chunk)[59](index=59&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=Management%20Discussion%20and%20Analysis) [Industry Overview](index=14&type=section&id=Industry%20Overview) Despite economic slowdown and labor shortages, Hong Kong's construction and foundation industry benefits from government-driven land development and infrastructure projects, with labor import schemes supporting future growth - Hong Kong's economic slowdown led to decreased demand for residential and commercial properties, but active government land development and surging infrastructure projects present opportunities for the foundation industry[84](index=84&type=chunk) - The construction industry faces severe labor shortages, with a projected deficit of **48,500 to 55,000 workers by 2027**. To address this, the government approved **12,840 quotas** through a supplementary labor scheme to ease labor constraints[86](index=86&type=chunk)[87](index=87&type=chunk) [Business Review and Outlook](index=15&type=section&id=Business%20Review%20and%20Outlook) As a Hong Kong foundation contractor, the Group's revenue primarily came from non-residential projects this year, incurring significant gross losses due to cost pressures, change order disputes, and payment delays on the HKIA Three-Runway System project; the Group plans to leverage industry experience and favorable government policies for future growth - The Group incurred significant gross losses on the Hong Kong International Airport Three-Runway System project due to: - Contractor denying original contract rates and suppressing prices - Accelerated work requested by the contractor not being recognized, with the Group instead accused of delays - Change orders for additional costs not being approved - Contractor delaying payments by understating work progress, impacting the Group's cash flow and revenue recognition[92](index=92&type=chunk)[102](index=102&type=chunk) - The Hong Kong government's 2024 Policy Address prioritizes housing and land issues, planning to increase public housing supply and advance major transport infrastructure projects, which is expected to generate substantial business opportunities for the construction industry[91](index=91&type=chunk) [Extract of Independent Auditor's Report](index=16&type=section&id=Extract%20of%20Independent%20Auditor's%20Report) The independent auditor issued a "qualified opinion" on the consolidated financial statements due to insufficient audit evidence for the opening balance of a construction contract deposit of RMB4,754,500 (approx. HKD5,153,000), a scope limitation from the prior auditor; the audit committee confirmed this relates only to the opening balance, does not affect current year financials or internal controls, and the deposit has been fully recovered - The auditor issued a qualified opinion due to insufficient audit evidence for the opening balance of a construction contract deposit of approximately **HKD5.153 million**, making it impossible to determine its transaction nature, commercial substance, and appropriate accounting treatment, which could significantly impact the corresponding figures for the year ended March 31, 2024[103](index=103&type=chunk)[105](index=105&type=chunk) - Although the deposit was fully refunded in July 2024, the auditor could not determine if the opening balance required adjustment due to audit scope limitations[104](index=104&type=chunk)[107](index=107&type=chunk) - The Audit Committee confirmed that the qualified opinion stemmed from scope limitations encountered by the previous auditor, relating solely to the opening balance, and has no impact on the current year's consolidated statement of financial position or consolidated profit[112](index=112&type=chunk)[117](index=117&type=chunk) [Financial Review](index=19&type=section&id=Financial%20Review) This fiscal year, the Group's financial performance significantly declined, with total revenue down **34.5% to HKD405 million** due to fewer large construction projects; gross profit shifted from a **HKD34.8 million profit to a HKD60 million loss**, and administrative expenses surged **157.0%** due to increased staff welfare, resulting in a **HKD81.5 million loss** attributable to owners compared to a **HKD17.3 million profit** last year Financial Performance Metrics | Financial Metric | FY2024/25 (HKD million) | FY2023/24 (HKD million) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 405.0 | 618.2 | -34.5% | | Cost of Sales | 464.9 | 583.4 | -20.3% | | Gross (Loss)/Profit | (60.0) | 34.8 | Shift from profit to loss | | Gross (Loss)/Profit Margin | (14.8)% | 5.6% | -20.4 percentage points | | Administrative and Other Operating Expenses | 29.3 | 11.4 | +157.0% | | (Loss)/Profit Attributable to Owners | (81.5) | 17.3 | -571.1% | - The decrease in revenue was primarily attributable to a reduction in the number of large contract construction and renovation projects undertaken during the year[123](index=123&type=chunk) - The significant increase in administrative expenses was mainly due to an increase of approximately **HKD11.7 million** in staff welfare expenses, including directors' and senior management's remuneration[132](index=132&type=chunk) [Use of Proceeds](index=22&type=section&id=Use%20of%20Proceeds) The Group raised approximately **HKD35.6 million** net from a new share placement on August 30, 2024, with all proceeds fully utilized as general working capital by March 31, 2025 Proceeds Utilization | Use | Planned Allocation (HKD million) | Utilized as of March 31, 2025 (HKD million) | Unutilized Balance (HKD million) | | :--- | :--- | :--- | :--- | | General Working Capital | 35.6 | 35.6 | 0 | [Principal Risks and Uncertainty](index=23&type=section&id=Principal%20Risks%20and%20Uncertainty) Key risks include industry slowdowns in Hong Kong's property market reducing foundation projects, compliance risks from regulatory changes increasing costs, construction uncertainties from unforeseen geological conditions leading to cost overruns, and client concentration risk from over-reliance on a few customers - Industry Risk: The Group's business is highly dependent on the continued development of the Hong Kong property market, and any market slowdown could have a significant adverse impact on its business and financial condition[150](index=150&type=chunk) - Construction Uncertainty: Foundation projects face risks from unforeseen geological or subsoil conditions, which could increase project complexity and lead to cost overruns, adversely affecting business operations and financial condition[156](index=156&type=chunk) - Customer Concentration Risk: A significant portion of the Group's revenue is derived from a few customers; a substantial reduction in projects awarded by major clients, without securing alternative projects from others, would materially and adversely affect the financial condition[157](index=157&type=chunk) [Liquidity, Financial Position and Capital Structure](index=26&type=section&id=Liquidity%2C%20Financial%20Position%20and%20Capital%20Structure) As of March 31, 2025, the Group's financial position showed improved liquidity, with issued share capital increasing to **HKD12 million** and cash and cash equivalents to **HKD33.9 million** through a new share placement; the current ratio rose from **3.1x to 4.3x**, and the gearing ratio significantly decreased from **11.1% to 2.4%** due to reduced bonds and bank loans, while maintaining a conservative treasury policy with immaterial foreign exchange exposure - On August 30, 2024, the company successfully placed **200 million new shares**, increasing the total number of issued shares to **1.2 billion**[173](index=173&type=chunk) Key Financial Ratios | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | Approx. **HKD33.9 million** | Approx. **HKD25.1 million** | | Current Ratio | Approx. **4.3x** | Approx. **3.1x** | | Gearing Ratio | Approx. **2.4%** | Approx. **11.1%** | - The increase in the current ratio was primarily due to a decrease in trade payables, retention payables, bonds, secured bank loans, and current tax liabilities; the decrease in the gearing ratio was mainly due to a reduction in bonds and secured bank loans[176](index=176&type=chunk)[181](index=181&type=chunk) [Significant Investment and Disposals](index=28&type=section&id=Significant%20Investment%20and%20Disposals) During the reporting period, the Group actively diversified its business by forming a joint venture in digital assets in November 2024, acquiring a money lending business in February 2025, and disposing of its subsidiary, Shenzhen Guanglianxing - Joint Venture Formation: A joint venture was established with Ding Shi Capital Limited, with a registered capital of **HKD25 million**, to engage in digital asset businesses including virtual real estate and decentralized finance, with the Group holding a **60% stake**[189](index=189&type=chunk) - Acquisition of Money Lending Business: On February 5, 2025, the Group acquired **100% equity** in Ling Feng International Finance Limited for **HKD200,000** in cash, aiming to diversify business and broaden its revenue base[190](index=190&type=chunk) - Disposal of Subsidiary: The Group disposed of its **100%-owned** subsidiary, Shenzhen Guanglianxing[191](index=191&type=chunk) [Environmental, Social and Governance Report](index=30&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [Environmental](index=33&type=section&id=Environmental) The Group is committed to environmental compliance, holding ISO 14001:2015 certification, and implemented various measures for emissions, waste, and resource use; while construction soil disposal significantly increased, NOx and SOx emissions decreased, with a target to reduce greenhouse gas emissions and energy consumption by **5% by 2027** - The Group's environmental management system has received independent **ISO 14001:2015** certification, and a waste management policy has been established to reduce environmental impact[235](index=235&type=chunk) Environmental Performance | Environmental Metric | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Nitrogen Oxides (NOx) Emissions | kg | 75.1 | 86.3 | | Sulfur Oxides (SOx) Emissions | kg | 0.3 | 0.8 | | Construction Waste: Soil | tonnes | 92,464 | 18,289 | | Electricity Consumption | kWh | 15,510 | 10,560 | - The Group has set a target to reduce greenhouse gas emissions and energy consumption by **5% by 2027**, using 2022 as the baseline[239](index=239&type=chunk)[256](index=256&type=chunk) - The Group has identified physical risks (e.g., extreme weather) and transition risks (e.g., stricter environmental regulations) from climate change, and has developed corresponding risk management policies and response measures[264](index=264&type=chunk)[269](index=269&type=chunk) [Social](index=38&type=section&id=Social) The Group adheres to employment and labor laws, providing a safe, healthy, and equitable work environment, with its occupational health and safety management system compliant with OHSAS 18001; employee count decreased from **197 to 156**, with a **41% full-time staff turnover rate**, while emphasizing training, robust supply chain, product responsibility, anti-corruption, and whistleblowing policies for transparent governance - As of March 31, 2025, the Group had **156 employees**, comprising **123 males and 33 females**, with a full-time employee turnover rate of approximately **41%** for the year[278](index=278&type=chunk) - The Group's occupational health and safety management system is certified to **OHSAS 18001** international standards; no workplace accidents occurred during the reporting period, compared to **1 incident** resulting in **229 lost labor days** in the prior year[272](index=272&type=chunk)[290](index=290&type=chunk) - The Group maintains an approved list of suppliers and subcontractors to ensure service and procurement quality; during the reporting period, the Group collaborated with **172 suppliers and subcontractors**, of which **170 were located in Hong Kong**[298](index=298&type=chunk)[301](index=301&type=chunk) - The Group has established a strict anti-corruption policy and a whistleblowing policy, allowing employees and relevant third parties to report any suspected misconduct directly to designated personnel[309](index=309&type=chunk)[311](index=311&type=chunk) [Corporate Governance Report](index=46&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=46&type=section&id=Corporate%20Governance%20Practices) The company maintains high corporate governance standards, complying with Appendix C1 of the Listing Rules' Corporate Governance Code, except for a deviation where the Chairman and Chief Executive roles are not separate, with executive directors collectively performing CEO duties; the Board will continuously review this structure's effectiveness - The company has complied with the Corporate Governance Code, with one deviation: the roles of Chairman and Chief Executive are not separate; currently, the company has no Chief Executive Officer, and the responsibilities are jointly undertaken by the executive directors[321](index=321&type=chunk)[328](index=328&type=chunk) [Board of Directors](index=46&type=section&id=Board%20of%20Directors) The Board of Directors leads and oversees company affairs in shareholders' best interests, undergoing multiple member changes during the period; three independent non-executive directors, comprising over one-third of the Board, were appointed as required, with **18 board meetings** held and attendance records provided - During the reporting period, the composition of the Board of Directors underwent multiple changes, including resignations and appointments of the Chairman, executive directors, and independent non-executive directors[332](index=332&type=chunk) Board and Committee Meeting Attendance | Meeting Type | Number of Meetings | | :--- | :--- | | Board Meetings | 18 | | Audit Committee | 7 | | Nomination Committee | 5 | | Remuneration Committee | 4 | | General Meetings | 2 | [Board Committees](index=52&type=section&id=Board%20Committees) The company established Audit, Remuneration, and Nomination Committees to assist the Board; the Audit Committee reviews financial statements and internal controls, the Remuneration Committee sets director and executive compensation, and the Nomination Committee reviews board structure and diversity, recommending appointments, with independent non-executive directors forming the majority in each - The Audit Committee, comprising three independent non-executive directors, held **seven meetings** during the year, reviewing annual and interim financial results, risk management, and the effectiveness of internal control systems[361](index=361&type=chunk)[362](index=362&type=chunk) - The Nomination Committee, consisting of four members with an independent non-executive director as Chairman, held **five meetings** during the year, assessing the independence of independent non-executive directors and recommending new director appointments[363](index=363&type=chunk)[368](index=368&type=chunk) - The Remuneration Committee, comprising four members with an independent non-executive director as Chairman, held **four meetings** during the year, reviewing the remuneration policies and packages for all directors and senior management[376](index=376&type=chunk)[377](index=377&type=chunk) [Risk Management and Internal Control](index=59&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for establishing, maintaining, and reviewing the Group's risk management and internal control systems; due to a relatively simple company structure, no internal audit department exists, with the Board and Audit Committee directly overseeing these functions; this year, the Board reviewed internal control effectiveness and engaged an independent consultant to address delayed annual results and prior audit qualifications - The Group has not established an internal audit department, with related functions directly overseen by the Board and Audit Committee[413](index=413&type=chunk) - In response to the qualified opinion in the FY2023/24 audit report and the delay in this year's results announcement, the Board engaged an internal control consultant for an independent review and implemented corresponding remedial measures[115](index=115&type=chunk)[419](index=419&type=chunk) [Directors' Report](index=64&type=section&id=Directors'%20Report) [Principal Activities and Business Review](index=64&type=section&id=Principal%20Activities%20and%20Business%20Review) The company's principal business is investment holding, with subsidiaries primarily engaged in foundation engineering subcontracting in Hong Kong; detailed business review, financial performance, key risks, and future outlook are elaborated in the Chairman's Statement and Management Discussion and Analysis - The company is an investment holding company, with its principal subsidiaries engaged in construction services[443](index=443&type=chunk) [Dividends and Reserves](index=66&type=section&id=Dividends%20and%20Reserves) The Board resolved not to recommend any final dividend for the year ended March 31, 2025; the company's dividend policy considers the Group's financial position, capital levels, and future cash requirements - The Board resolved not to recommend a final dividend for the current year (FY2023/24: nil)[462](index=462&type=chunk) [Share Option Scheme](index=67&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on February 19, 2021, to incentivize contributors, with a total authorization of **100 million shares**; no options have been granted under the scheme as of the report date - The share option scheme was adopted on February 19, 2021, with a ten-year validity period and an authorized limit of **100 million shares**[473](index=473&type=chunk)[481](index=481&type=chunk) - As of the report date, the company has not granted any share options[490](index=490&type=chunk) [Major Customers and Suppliers](index=69&type=section&id=Major%20Customers%20and%20Suppliers) This year, the Group experienced high customer concentration, with the largest customer contributing **60%** of sales and the top five **91%**; supplier concentration was lower, with the largest accounting for **11%** of purchases and the top five for **35%** Customer and Supplier Concentration | Category | Percentage of Total (%) | | :--- | :--- | | **Sales** | | | Largest Customer | 60% | | Top Five Customers | 91% | | **Purchases** | | | Largest Supplier | 11% | | Top Five Suppliers | 35% | [Disclosure of Interests](index=70&type=section&id=Disclosure%20of%20Interests) As of March 31, 2025, only Mr. Yang Zhenwei among directors and chief executives held company shares, approximately **0.06%** of issued capital; Arena Investment Management (Singapore) Pte Ltd and its associates collectively held approximately **24.95%**, making them the largest shareholders - Executive Director Mr. Yang Zhenwei held **675,000 shares**, representing approximately **0.06%** of the company's issued share capital[504](index=504&type=chunk) - Principal shareholder Arena Investment Management (Singapore) Pte Ltd and its associates are deemed to have an interest in **299,400,000 shares**, representing **24.95%** of the company's issued share capital[506](index=506&type=chunk) [Independent Auditor's Report](index=77&type=section&id=Independent%20Auditor's%20Report) [Qualified Opinion](index=77&type=section&id=Qualified%20Opinion) Linksfield CPA Limited issued a qualified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, solely due to insufficient audit evidence for the opening balance of a construction contract deposit of RMB4,754,500 (approx. HKD5.153 million), a scope limitation from the prior auditor, preventing determination of its nature, commercial rationale, and accounting treatment - The auditor issued a qualified opinion, stating that, except for the possible effects of not being able to verify the opening balance of a deposit, the financial statements present a true and fair view of the Group's financial position[552](index=552&type=chunk) - The basis for the qualified opinion concerns a construction contract deposit of approximately **HKD5.153 million**; as the auditor was appointed only on November 18, 2024, and the previous auditor had already raised a qualified opinion on this item, the current auditor could not obtain sufficient audit evidence for the opening balance of this amount[555](index=555&type=chunk)[556](index=556&type=chunk) [Key Audit Matters](index=79&type=section&id=Key%20Audit%20Matters) Beyond the qualified opinion, the auditor identified three key audit matters: 1) recognition of construction service revenue and contract assets due to significant management judgment and estimation; 2) impairment of trade receivables and contract assets due to material carrying amounts and high estimation in determining impairment provisions; and 3) impairment of deposits due to material carrying values and significant judgment required for assessment - Recognition of construction service revenue and contract assets: This is considered a key audit matter due to the significant amounts involved and the reliance on management's significant judgments and estimates regarding progress towards completion and total costs[571](index=571&type=chunk)[572](index=572&type=chunk) - Impairment of trade receivables and contract assets: This constitutes a key audit matter due to the material carrying amounts and the high degree of estimation and judgment involved in determining expected credit loss (ECL) provisions[575](index=575&type=chunk)[577](index=577&type=chunk) - Impairment of deposits: This is considered a key audit matter because the carrying value of deposits is material to the financial statements, and their impairment assessment requires significant management judgment and estimation[581](index=581&type=chunk) [Consolidated Financial Statements](index=90&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=90&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group reported **HKD405 million** in revenue, a **34.5% YoY decrease**, resulting in a **HKD59.96 million gross loss** due to higher cost of sales; after expenses and tax credits, the total annual loss was **HKD81.52 million**, with **HKD81.516 million** attributable to owners, and basic and diluted loss per share of **7.30 HK cents** Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (HKD '000) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 404,950 | 618,193 | | Gross (Loss)/Profit | (59,955) | 34,759 | | (Loss)/Profit Before Income Tax | (86,646) | 21,163 | | Total (Loss)/Profit for the Year | (81,524) | 17,260 | | (Loss)/Profit Attributable to Owners of the Company | (81,516) | 17,260 | | Basic and Diluted (Loss)/Earnings Per Share (HK cents) | (7.30) | 1.73 | [Consolidated Statement of Financial Position](index=91&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were **HKD299 million**, total liabilities **HKD66.76 million**, and net assets **HKD232 million**, both total and net assets decreasing YoY; net current assets of **HKD206 million** indicate strong short-term solvency, with **HKD222 million** in equity attributable to owners Consolidated Statement of Financial Position | Item (HKD '000) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Non-Current Assets | 30,294 | 52,025 | | Total Current Assets | 268,319 | 329,147 | | **Total Assets** | **298,613** | **381,172** | | Total Current Liabilities | 62,155 | 106,961 | | Total Non-Current Liabilities | 4,601 | 7,830 | | **Total Liabilities** | **66,756** | **114,791** | | **Net Assets** | **231,857** | **266,381** | | **Total Equity** | **231,857** | **266,381** | [Consolidated Statement of Cash Flows](index=94&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, the Group reported a **HKD11.48 million** net cash outflow from operating activities, a **HKD8.24 million** net cash inflow from investing activities, and a **HKD12.01 million** net cash inflow from financing activities, resulting in a net increase of **HKD8.77 million** in cash and cash equivalents, with an ending balance of **HKD33.92 million** Consolidated Statement of Cash Flows | Item (HKD '000) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (11,476) | (28,330) | | Net Cash From Investing Activities | 8,236 | 2,667 | | Net Cash From Financing Activities | 12,012 | 25,450 | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | **8,772** | **(213)** | | Cash and Cash Equivalents at Beginning of Year | 25,148 | 25,361 | | **Cash and Cash Equivalents at End of Year** | **33,920** | **25,148** | [Financial Summary](index=189&type=section&id=Financial%20Summary) This section provides a five-year overview (FY2021-2025) of key financial data, including revenue, gross profit, profit before tax, profit attributable to owners, total assets, total liabilities, and total equity, for quick reference and trend analysis Five-Year Financial Summary | Item (HKD '000) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 481,710 | 548,839 | 338,318 | 618,193 | 404,950 | | **Gross Profit** | 60,823 | 46,167 | 11,910 | 34,759 | (59,955) | | **Profit/(Loss) Before Income Tax** | 40,013 | 28,261 | (153) | 21,163 | (86,646) | | **Profit/(Loss) for the Year Attributable to Owners of the Company** | 31,134 | 23,519 | 1,001 | 17,260 | (81,524) | | **Total Assets** | 115,041 | 282,668 | 292,714 | 381,172 | 298,613 | | **Total Liabilities** | 34,219 | 58,067 | 43,593 | 114,791 | 66,756 | | **Total Equity** | 80,822 | 224,601 | 249,121 | 266,381 | 231,857 |

[Annual Results Announcement](index=1&type=section&id=%E5%85%A8%E5%B9%B4%E6%A5%AD%E7%B8%BE%E5%85%AC%E5%91%8A) [Financial Highlights](index=2&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) The company's revenue grew 6.6% to HK$40.6 million, with net loss narrowing significantly to HK$5.9 million Financial Summary | Metric | For the year ended April 30, 2025 | For the year ended April 30, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HK$40.6 million | Approx. HK$38.1 million | +6.6% | | Net Loss | Approx. HK$5.9 million | Approx. HK$11.4 million | -48.2% | | Basic Loss Per Share | 2.39 HK cents | 4.63 HK cents | -48.4% | | Final Dividend | Not Recommended | Nil | - | [Consolidated Financial Statements](index=3&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) The company's gross profit doubled and operating loss narrowed while maintaining a debt-free balance sheet [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) Revenue grew 6.3% to HK$40.55 million, with gross profit surging 137% and net loss narrowing to HK$5.888 million Key P&L Items | Item (HK$ '000) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 40,550 | 38,132 | | Gross Profit | 1,716 | 724 | | Operating Loss | (5,888) | (11,409) | | Total Loss for the Year | (5,888) | (11,409) | | Basic Loss Per Share (HK cents) | (2.39) | (4.63) | [Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) Total assets stood at HK$77.6 million and net assets at HK$58.9 million, with a notable decrease in cash reserves Key Balance Sheet Items | Item (HK$ '000) | 2025 | 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 3,776 | 3,836 | | Current Assets | 73,848 | 80,071 | | Including: Cash and Bank Balances | 3,074 | 10,487 | | **Liabilities and Equity** | | | | Current Liabilities | 18,725 | 19,120 | | Net Assets | 58,899 | 64,787 | | Total Equity | 58,899 | 64,787 | [Summary of Notes to the Financial Statements](index=5&type=section&id=%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) The company operates as a single segment in Hong Kong construction, with high customer concentration and no dividend paid - The Group is principally engaged in site formation and renovation works in Hong Kong, operating as a single segment[7](index=7&type=chunk)[18](index=18&type=chunk) - **No dividend was declared or paid** by the company during the year[24](index=24&type=chunk) Revenue from Major Customers | Major Customer | Revenue (HK$ '000) - 2025 | Revenue (HK$ '000) - 2024 | | :--- | :--- | :--- | | Customer A | 29,048 | 19,655 | | Customer B | 4,827 | 18,477 | | Customer C | 6,675 | – | [Management Discussion and Analysis](index=12&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) Management highlights revenue growth and improved profitability amid market challenges, supported by a sound financial position [Business Review and Outlook](index=12&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%B1%95%E6%9C%9B) The company faces a challenging market but sees opportunities in government spending, planning to diversify into property - The core business comprises site formation and renovation works in Hong Kong[31](index=31&type=chunk) - Market outlook: The company faces challenges from rising operating costs and intense competition, but opportunities exist from government infrastructure investment[31](index=31&type=chunk) - Future strategy: The company will focus on its core business while seeking diversification into areas like property development and investment[31](index=31&type=chunk) [Financial Review](index=12&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) Revenue grew 6.6% to HK$40.6 million and gross margin doubled, while net loss narrowed due to higher other income Financial Performance | Financial Metric | FY2025 | FY2024 | Reason for Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HK$40.6 million | Approx. HK$38.1 million | Increase in site formation and renovation projects | | Gross Profit Margin | Approx. 4.2% | Approx. 1.9% | Increased revenue from high-margin contracts | | Administrative Expenses | Approx. HK$6.0 million | Approx. HK$3.9 million | Increase in legal fees and staff costs | | Net Loss | Approx. HK$5.9 million | Approx. HK$11.4 million | Increased other income and reduced impairment losses | [Liquidity and Financial Resources](index=14&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The Group's cash position decreased to HK$3.1 million due to operating activities, while maintaining a zero gearing ratio - **Cash and bank balances decreased** from approximately HK$10.5 million to approximately HK$3.1 million, primarily due to cash used in operations[38](index=38&type=chunk)[40](index=40&type=chunk) - As of April 30, 2025, the Group's **gearing ratio was zero**, and it had no pledged assets[39](index=39&type=chunk)[42](index=42&type=chunk) [Analysis of Significant Investments](index=16&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E5%88%86%E6%9E%90) The Group holds listed equity investments of HK$21.2 million, representing 27.3% of total assets - The Group mitigates investment risk by maintaining a diversified portfolio across various business sectors and will adjust its strategy as needed[52](index=52&type=chunk) Listed Equity Investments | Company Name | Fair Value (HK$ '000) | Approx. % of Total Assets | | :--- | :--- | :--- | | Hao Wen Holdings Limited | 3,888 | 5.0% | | China Smarter Energy Group Holdings Limited | 5,410 | 7.0% | | Other listed securities | 11,878 | 15.3% | | **Total** | **21,176** | **27.3%** | [Corporate Governance and Other Information](index=17&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%8F%8A%E5%85%B6%E4%BB%96%E4%BF%A1%E6%81%AF) The company has complied with the Corporate Governance Code, with the Audit Committee having reviewed the annual results - The company complied with the Corporate Governance Code, with a deviation where some board meeting notices were less than 14 days to facilitate timely decisions[54](index=54&type=chunk) - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[57](index=57&type=chunk) - The Audit Committee has reviewed the annual results and confirmed that this announcement provides adequate disclosure[63](index=63&type=chunk)

股份代號 : 213 二 0 二 五年度年報 目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 主席報告書 | 3 | | 管理層討論與分析 | 6 | | 董事及高級管理層 | 8 | | 董事會報告書 | 10 | | 企業管治報告 | 15 | | 環境、社會及管治報告 | 30 | | 獨立核數師報告 | 31 | | 綜合損益表 | 37 | | 綜合損益及其他全面收益表 | 38 | | 綜合財務狀況表 | 39 | | 綜合權益變動表 | 41 | | 綜合現金流量表 | 42 | | 綜合財務報表附註 | 44 | | 本集團所持主要物業一覽表 | 134 | | 財務摘要 | 136 | 1 NATIONAL ELECTRONICS HOLDINGS LIMITED 公司資料 執行董事 李源清 主席 李本智 董事總經理 李源初 衛光遠 非執行董事 李源鉅 李源如 獨立非執行董事 陳國偉 孫大為 Pius Ho 核數師 國衛會計師事務所有限公司 香港執業會計師 律師 孖士打律師行 公司秘書 黃錦基 主要銀行 香港上海滙豐銀行有限公司 恒生銀行有限公司 中國銀行（ ...

[Corporate Information](index=2&type=section&id=Corporate%20Information) [Overview of Corporate Information](index=2&type=section&id=Corporate%20Information) This chapter provides fundamental company information, including board members, committee structures, registered office, principal place of business, share registrar, auditor, and principal bankers, noting significant changes in board composition during and after the reporting period - The company's board of directors underwent significant restructuring during and after the FY2025 reporting period, with changes in executive, non-executive, and independent non-executive directors, including the appointment of Mr. Yang Rong as the new Chairman on March 25, 2025[5](index=5&type=chunk)[6](index=6&type=chunk) - The company's auditor is SFAI (HK) CPA Limited, and its principal banker is Bank of Communications Co, Ltd[10](index=10&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman%27s%20Statement) [Chairman's Statement](index=4&type=section&id=Chairman%27s%20Statement) The Chairman's Statement highlights the Group's commitment to strategic priorities amidst challenging operating conditions, noting delays in oral insulin commercialization due to clinical trial setbacks and active exploration of strategic investments in emerging technologies like blockchain and Web 3.0 for business diversification - The commercialization timeline for the core product, oral insulin (in Phase III clinical trials), has been further delayed to **Q3 2028**, primarily due to unexpected challenges in expanding sample size and introducing new hospitals[13](index=13&type=chunk)[17](index=17&type=chunk) - The Group is actively exploring strategic investments in emerging technologies, particularly focusing on blockchain and Web 3.0, recognizing their disruptive potential across supply chain, healthcare, finance, and data security[14](index=14&type=chunk)[19](index=19&type=chunk) - The Group is optimistic about the significant potential of the diabetes market in mainland China and plans to secure sufficient funding for the final development and commercialization phases of the oral insulin product through collaborations with research institutions, expanding clinical trial partners, and seeking strategic financing[15](index=15&type=chunk)[16](index=16&type=chunk)[18](index=18&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=7&type=section&id=Business%20Review) This fiscal year, the Group turned from profit to loss, primarily due to a significant impairment loss on intangible assets related to the oral insulin project, a substantial decline in beauty equipment trading revenue, and the postponement of the oral insulin commercialization timeline to Q3 2028 due to clinical trial setbacks, alongside the issuance and amendment of convertible bonds with a major shareholder [Group Results](index=7&type=section&id=Group%20Results) This fiscal year, the Group's revenue significantly decreased by **68.3%** year-on-year, primarily due to reduced beauty equipment and product trading, resulting in a shift from profit to loss mainly driven by an approximately **HKD 297 million** impairment loss on intangible assets | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | Approx. 2,091,000 | Approx. 6,593,000 | -68.3% | | **(Loss) / Profit attributable to owners of the Company** | Approx. (345,937,000) | Approx. 103,403,000 | Turned from profit to loss | - The primary reason for the shift from profit to loss was an approximately **HKD 297 million** impairment loss on intangible assets recorded this fiscal year[27](index=27&type=chunk)[32](index=32&type=chunk) [Research and Development Progress](index=7&type=section&id=Research%20and%20development) The commercialization timeline for the core oral insulin R&D project has been postponed from Q1 2026 to Q3 2028 due to challenges in clinical trial recruitment and sample size expansion, leading to an approximately **HKD 297 million** impairment loss on intangible assets due to this delay and a shift from in-house manufacturing to outsourcing, while the company secured capital support from a major shareholder and renewed its cooperation agreement with Tsinghua University until June 2027 - The commercialization timeline for oral insulin products has been delayed from **Q1 2026** to **Q3 2028** due to clinical trial progress challenges[36](index=36&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk) - Due to commercialization delays and changes in production plans (shifting to subcontracted manufacturing to save startup costs), the company assessed the **HKD 1.37 billion** intangible assets under development, recognizing an impairment loss of approximately **HKD 297 million**[46](index=46&type=chunk)[49](index=49&type=chunk) - To ensure project advancement, the Group committed to investing no less than **HKD 12 million** annually in product R&D starting April 2025, securing a major shareholder's capital support pledge to compensate for asset value loss if the product is not successfully commercialized by **Q3 2028**[47](index=47&type=chunk)[48](index=48&type=chunk) - The Group's cooperation agreement with Tsinghua University for oral insulin products has been renewed, with the new term extending to **June 30, 2027**[50](index=50&type=chunk)[54](index=54&type=chunk) [Convertible Bonds Issued](index=11&type=section&id=Convertible%20bonds%20issued%20by%20the%20Company) During the reporting period, the company agreed with major shareholder Dr. Mao Yumin to issue new convertible bonds totaling **HKD 55.5 million** to offset an equivalent amount of shareholder loans, while also amending terms for some existing convertible bonds held by Dr. Mao and his associates, including extending maturity dates to twenty years post-issuance and adjusting conversion prices, with these transactions completed on June 21, 2024 - The company issued new convertible bonds with a principal amount of **HKD 55.5 million** to major shareholder Dr. Mao Yumin, used to offset an equivalent amount of shareholder loans[51](index=51&type=chunk)[52](index=52&type=chunk) - The company amended certain terms of the **HKD 360 million** outstanding convertible bonds held by major shareholder Dr. Mao and his associates, extending the maturity date for some bonds to twenty years after issuance and reducing the conversion price for others from **HKD 0.40** to **HKD 0.202**[56](index=56&type=chunk)[60](index=60&type=chunk)[65](index=65&type=chunk) [Prospects](index=14&type=section&id=Prospects) Despite challenges, the company remains optimistic about its prospects, continuing to advance the commercialization of oral insulin products with significant potential in the Chinese market, while also planning to expand into blockchain technology by developing infrastructure and key technologies to explore new business models and revenue streams for diversification - The company will continue to collaborate closely with Contract Research Organizations (CROs) and strengthen its project team to ensure the oral insulin R&D project completes commercialization as planned by **Q3 2028**[68](index=68&type=chunk)[73](index=73&type=chunk) - The company plans to expand its business into the blockchain technology sector, focusing on the research and development of underlying infrastructure and key technologies to enhance transparency, security, and efficiency in digital and commercial transactions, seeking new growth opportunities[70](index=70&type=chunk)[73](index=73&type=chunk) [Financial Review](index=15&type=section&id=Financial%20Review) As of March 31, 2025, the Group's bank and cash balances were approximately **HKD 3.7 million**, with total borrowings around **HKD 1.049 billion**, while the current ratio decreased from **0.03** to **0.01** and the debt-to-equity ratio increased from **0.77** to **0.98**, indicating increased liquidity pressure and higher financial leverage, with no significant investments or asset pledges this fiscal year, and a total of **20** employees with decreased staff costs year-on-year | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Bank and Cash Balances** | Approx. HKD 3.7 million | Approx. HKD 3.1 million | | **Total Borrowings** | Approx. HKD 1.0492 billion | Approx. HKD 1.0542 billion | | **Current Ratio** | 0.01 | 0.03 | | **Debt-to-Equity Ratio** | 0.98 | 0.77 | - As of March 31, 2025, the Group had **20** full-time employees, with total staff costs (including directors' emoluments) for the fiscal year approximately **HKD 5.5 million**, a decrease from **HKD 6.1 million** in the previous fiscal year[85](index=85&type=chunk)[86](index=86&type=chunk)[92](index=92&type=chunk) [Management Profile](index=17&type=section&id=Management%20Profile) [Management Profile](index=17&type=section&id=Management%20Profile) This chapter details the backgrounds and professional experiences of the company's executive, non-executive, independent non-executive directors, and senior management, notably highlighting new members like Dr. Long Fan and Dr. Wu Ming, whose deep academic and research backgrounds in computer science, system security, and blockchain align with the company's strategic expansion into blockchain technology - New Executive Director Dr. Long Fan holds a Ph.D. in Computer Science from MIT, with research interests in system security and blockchain, and is the founder and president of Conflux Research Institute[106](index=106&type=chunk)[107](index=107&type=chunk) - New Executive Director Dr. Wu Ming holds a Ph.D. from the Institute of Computing Technology, Chinese Academy of Sciences, is the co-founder and CTO of Conflux Research Institute, and previously served as a Senior Researcher at Microsoft Research Asia[108](index=108&type=chunk)[110](index=110&type=chunk)[112](index=112&type=chunk) - New Executive Director Mr. Zhang Shen and Non-Executive Director Mr. Zhang Yi possess extensive experience in FinTech, blockchain technology integration, and software development, serving as CEO and CTO of Mercury Labs Pty Ltd, respectively[113](index=113&type=chunk)[115](index=115&type=chunk) [External Consultant Profile](index=22&type=section&id=External%20Consultant%20Profile) [External Consultant Profile](index=22&type=section&id=External%20Consultant%20Profile) This chapter outlines the profile of Dr. Mao Yumin, the company's Chief Scientific Advisor and Honorary Chairman, who, as a major shareholder, possesses extensive experience in bio- and genetic engineering, providing consulting services for the Group's gene testing products and other scientific technology R&D - Major shareholder Dr. Mao Yumin serves as Chief Scientific Advisor and Honorary Chairman, providing consulting services for the Group's gene testing products and other scientific research projects[134](index=134&type=chunk)[135](index=135&type=chunk) [Corporate Governance Report](index=23&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=24&type=section&id=Corporate%20Governance%20Practices) This report outlines the company's corporate governance structure and practices, noting compliance with most code provisions during the period, except for the non-separation of Chairman and CEO roles, and highlights the auditor's disclaimer of opinion on the company's going concern ability due to significant losses and net current liabilities, detailing management's mitigating plans [Board of Directors and Committees](index=24&type=section&id=Board%20of%20Directors%20and%20Committees) This section describes the composition, responsibilities, and annual activities of the Board of Directors and its Remuneration, Nomination, and Audit Committees, noting the Board's oversight of financial performance and strategy, and the committees' roles in remuneration policies, director nominations, financial reporting review, and internal controls, while highlighting non-compliance with the code provision requiring separate roles for Chairman and CEO, with the CEO position remaining vacant - The company failed to comply with the corporate governance code provision requiring the separation of Chairman and Chief Executive Officer roles, with the CEO position remaining vacant as of the reporting date[152](index=152&type=chunk)[153](index=153&type=chunk) - The Audit Committee held **four** meetings this fiscal year, reviewing annual and interim results, the effectiveness of risk management and internal control systems, and considering the re-appointment of external auditors[182](index=182&type=chunk)[184](index=184&type=chunk) [Auditor's Disclaimer of Opinion](index=33&type=section&id=Disclaimer%20of%20Opinion) The auditor issued a 'Disclaimer of Opinion' on the Group's consolidated financial statements for this fiscal year, primarily due to significant uncertainties regarding the Group's going concern ability, evidenced by substantial losses, large net current liabilities, and net current liabilities, as management's mitigating plans (e.g., debt restructuring, new financing, cost control) are preliminary and lack definitive written agreements, preventing the auditor from obtaining sufficient evidence to assess their success or the appropriateness of the going concern assumption - The auditor explicitly issued a 'Disclaimer of Opinion' as they were unable to form an audit opinion on the consolidated financial statements[190](index=190&type=chunk)[363](index=363&type=chunk) - Key factors leading to the disclaimer include a fiscal year loss of approximately **HKD 346 million**, net current liabilities of approximately **HKD 963 million**, and a deficit attributable to owners of the company of approximately **HKD 681 million** as of March 31, 2025[193](index=193&type=chunk)[364](index=364&type=chunk) - Management has formulated several plans to address liquidity issues, including convertible bond restructuring, new capital and financing initiatives (such as share placements and rights issues), and stringent cost control measures, supported by financial commitments from major shareholders[208](index=208&type=chunk)[211](index=211&type=chunk) [Report of the Directors](index=45&type=section&id=Report%20of%20the%20Directors) [Report of the Directors](index=45&type=section&id=Report%20of%20the%20Directors) This report covers statutory disclosures including the company's principal activities, business review, key risks, financial position, share capital movements, directors' and major shareholders' interests, and connected transactions, noting no dividend proposals or share repurchases during the period, and highlighting significant interests of major shareholder Dr. Mao Yumin and his associates in convertible bond issuance and amendments, as well as his ongoing connected transactions as Chief Scientific Advisor - The Board does not recommend the payment of a final dividend for this fiscal year[270](index=270&type=chunk) | Shareholder Name | Capacity | Number of Shares / Relevant Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Dr. Mao Yumin | Beneficial Owner / Interest of Controlled Corporation | 1,804,955,947 (L) / 102,374,770 (L) | 99.05% / 5.62% | | Zhou Yaoting | Beneficial Owner | 364,355,000 (L) | 19.99% | - During and after the reporting period, the company engaged in multiple connected transactions with major shareholder Dr. Mao Yumin, including the issuance of **HKD 55.5 million** convertible bonds to offset shareholder loans and the amendment of terms for his existing convertible bonds[312](index=312&type=chunk)[314](index=314&type=chunk) - The company has ongoing connected transactions with major shareholder Dr. Mao Yumin, engaging him as Chief Scientific Advisor with a monthly service fee of **HKD 56,000**, and the agreement has been renewed until **2025**[325](index=325&type=chunk) [Independent Auditor's Report](index=58&type=section&id=Independent%20Auditor%27s%20Report) [Independent Auditor's Report](index=58&type=section&id=Independent%20Auditor%27s%20Report) Independent auditor SFAI (HK) CPA Limited issued a 'Disclaimer of Opinion' on the company's consolidated financial statements for the year ended March 31, 2025, primarily due to significant uncertainties related to going concern, including substantial group losses and large net current liabilities, as management's liquidity improvement plans are preliminary and lack sufficient supporting evidence, preventing the auditor from forming an opinion on the appropriateness of the going concern assumption - The auditor explicitly issued a 'Disclaimer of Opinion' as they were unable to form an audit opinion on the consolidated financial statements[363](index=363&type=chunk) - The basis for the disclaimer is a scope limitation related to the 'appropriateness of the going concern accounting basis,' specifically due to the Group incurring a loss of approximately **HKD 346 million** for the year ended March 31, 2025, along with net current liabilities of approximately **HKD 963 million** and a deficit attributable to owners of the company of approximately **HKD 681 million**[364](index=364&type=chunk)[366](index=366&type=chunk) - Although management has formulated multiple plans to improve liquidity, the auditor could not obtain sufficient evidence to assess the likelihood of these plans' success or confirm the appropriateness of the going concern assumption, as their implementation is in preliminary stages and lacks supporting documentation like written agreements[372](index=372&type=chunk) [Consolidated Financial Statements](index=63&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=63&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This fiscal year, the Group's revenue was **HKD 2.091 million**, a **68.3%** year-on-year decrease, resulting in an annual loss of **HKD 570 million** (compared to a **HKD 98.707 million** profit last fiscal year) due to an **HKD 297 million** intangible asset impairment loss and **HKD 260 million** in finance costs, with a loss attributable to owners of **HKD 346 million** and basic loss per share of **20.01 HK cents** | Item (HKD thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Revenue** | 2,091 | 6,593 | | **Gross Profit** | 188 | 840 | | **Impairment Loss on Intangible Assets** | (296,984) | — | | **Finance Costs** | (260,099) | (218,097) | | **(Loss) / Profit for the Year** | (570,346) | 98,707 | | **(Loss) / Profit attributable to owners of the Company** | (345,937) | 103,403 | | **Basic (Loss) / Earnings Per Share (HK cents)** | (20.01) | 6.77 | [Consolidated Statement of Financial Position](index=65&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were **HKD 1.085 billion**, total liabilities **HKD 1.060 billion**, and net assets significantly reduced to **HKD 25.341 million**, with net current liabilities expanding from **HKD 382 million** to **HKD 963 million**, indicating increased short-term solvency pressure, while intangible assets decreased from **HKD 1.373 billion** to **HKD 1.076 billion** due to impairment, and the deficit attributable to owners of the company expanded from **HKD 612 million** to **HKD 681 million** | Item (HKD thousands) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Non-current Assets (primarily Intangible Assets)** | 1,076,240 | 1,373,224 | | **Current Assets** | 8,889 | 9,799 | | **Current Liabilities** | 972,065 | 391,601 | | **Net Current Liabilities** | (963,176) | (381,802) | | **Non-current Liabilities** | 87,723 | 671,991 | | **Net Assets** | 25,341 | 319,431 | | **Deficit attributable to owners of the Company** | (681,193) | (611,512) | [Consolidated Statement of Cash Flows](index=69&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This fiscal year, the Group's net cash outflow from operating activities was **HKD 10.555 million**, largely consistent with **HKD 8.279 million** in the prior year, while financing activities generated a net cash inflow of **HKD 11.19 million**, primarily from loans from former associates and major shareholders, resulting in a net increase in cash and cash equivalents of **HKD 0.635 million** and an ending balance of **HKD 3.703 million** | Item (HKD thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | (10,555) | (8,279) | | **Net Cash From Financing Activities** | 11,190 | 10,321 | | **Net Increase in Cash and Cash Equivalents** | 635 | 2,042 | | **Cash and Cash Equivalents at End of Period** | 3,703 | 3,075 | [Notes to the Consolidated Financial Statements](index=71&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed notes to the financial statements, explaining accounting policies, key judgments, and estimates, with highlights including a detailed discussion on the going concern assumption (Note 3), segment information (Note 6), specifics and assumptions of intangible asset impairment tests (Note 16), and terms, changes, and accounting treatment of convertible bonds (Note 22), offering crucial context for understanding the company's financial position, operating results, and auditor's opinion - Note 3 elaborates on management's rationale for preparing financial statements on a going concern basis despite significant uncertainties, listing various mitigating measures including shareholder financial support, debt restructuring, and new financing plans[428](index=428&type=chunk)[429](index=429&type=chunk)[434](index=434&type=chunk) - Note 16 discloses changes in key assumptions for the impairment test of oral insulin R&D intangible assets, including commercialization delayed to **Q3 2028**, discount rate increased from **26.78%** to **31.53%**, and gross margin reduced from **56%** to **39%**, directly leading to an **HKD 297 million** impairment loss[696](index=696&type=chunk)[705](index=705&type=chunk)[709](index=709&type=chunk) - Note 22 details the terms, changes, and accounting treatment of multiple convertible bonds issued by the company, noting significant term modifications to Convertible Bond One related to a major shareholder and the new issuance of Convertible Bond Six during and after the reporting period[750](index=750&type=chunk)[761](index=761&type=chunk)[815](index=815&type=chunk) [Financial Summary](index=184&type=section&id=Financial%20Summary) [Five-Year Financial Summary](index=184&type=section&id=Financial%20Summary) This chapter presents key performance and financial position data for the Group's past five fiscal years, showing a continuous decline in revenue since FY2021, significant fluctuations in profitability with the largest loss recorded in FY2025, and a consistent reduction in net assets over the past five years, indicating a weakening overall financial strength | Fiscal Year Ended March 31 (HKD thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 2,091 | 6,593 | 8,075 | 11,145 | 15,189 | | **(Loss) / Profit for the Year** | (570,346) | 98,707 | (254,671) | 36,431 | (212,155) | | **Net Assets** | 25,341 | 140,562 | 140,562 | 395,266 | 358,706 |