[Company Information](index=4&type=section&id=Company%20Information) The report details core company information including board members, committee compositions, legal advisors, principal bankers, and share registrars - The report comprehensively lists the company's board of directors, committee structures, legal advisors, principal bankers, and share registrars[10](index=10&type=chunk)[11](index=11&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) The Chairman's Statement outlines the Group's significant strategic transformation, including the cessation of all Hong Kong restaurant operations by October 2024 and a pivot towards the mainland China market due to the persistent downturn in Hong Kong's catering sector - The Group has ceased all Hong Kong restaurant operations by the end of October 2024, shifting its business focus entirely to mainland China due to the prolonged downturn in the Hong Kong catering market[14](index=14&type=chunk) - New business initiatives in mainland China include establishing self-operated high-end private restaurants, operating a liquor supply business focused on Chinese Baijiu (brand management, customization, distribution), and collaborating with e-commerce platforms for food sales and distribution[15](index=15&type=chunk)[16](index=16&type=chunk) - Management expresses optimism for the Chinese market, anticipating synergistic effects between catering-related businesses and food and liquor distribution, while actively seeking potential opportunities to expand revenue streams[16](index=16&type=chunk)[18](index=18&type=chunk) [Financial Highlights](index=8&type=section&id=Financial%20Highlights) This chapter summarizes the Group's consolidated results, assets, and liabilities for the year ended March 31, 2025, indicating a significant revenue decline, substantial loss reduction, but negative total equity and increased net current liabilities Consolidated Results Summary | Metric | Year Ended March 31, 2025 (Thousand HKD) | Year Ended March 31, 2024 (Thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 26,727 | 51,729 | -48.4% | | Loss Before Tax | (1,917) | (29,409) | -93.5% | | Total Comprehensive Loss for the Year Attributable to Owners of the Company | (3,661) | (30,382) | -87.9% | Consolidated Assets and Liabilities Summary | Metric | As at March 31, 2025 (Thousand HKD) | As at March 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 16,491 | 18,858 | -12.5% | | Total Liabilities | 30,504 | 29,893 | +2.0% | | Total Equity | (14,013) | (11,035) | -27.0% | | Net Current Liabilities | (14,214) | (8,064) | +76.3% | [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) This chapter provides an in-depth analysis of the Group's business transformation, financial performance, liquidity, key risks, and human resources strategy, highlighting the strategic shift to mainland China and its impact on various aspects [Business Review and Outlook](index=9&type=section&id=Business%20Review%20and%20Outlook) This fiscal year, the Group's business focus has shifted to mainland China, primarily engaging in liquor supply (especially B2B sales of Chinese Baijiu), online food sales and distribution, and expanding catering services, aiming to solidify its position as a food and liquor supplier and catering operator in China, with plans to open a new restaurant in Nanjing by September 2025, while its Hong Kong money lending business generated no interest income - The Group has shifted its business focus to China, with new business areas including brand management, customization, marketing, and distribution of premium liquor, especially Chinese Baijiu[25](index=25&type=chunk) - The Group has expanded into online food sales and distribution and plans to open a new restaurant in Nanjing, China, expected to commence operations around September 2025[25](index=25&type=chunk)[29](index=29&type=chunk) - The Group's Hong Kong money lending business recognized no interest income this fiscal year, compared to approximately **HKD 0.2 million** in the prior year[29](index=29&type=chunk) [Financial Review](index=10&type=section&id=Financial%20Review) This fiscal year, revenue decreased by **48.4%** year-on-year to **HKD 26.7 million** primarily due to the termination of Hong Kong restaurant operations, resulting in a **48.5%** decline in gross profit while maintaining a stable gross profit margin of **59.0%**, with other net income significantly increasing due to **HKD 6.38 million** in lease termination gains, and various expenses like staff costs, property rentals, and depreciation notably decreasing due to business contraction, leading to a substantial narrowing of net loss for the year from **HKD 32.1 million** to **HKD 2.8 million** Financial Performance Overview (Year-on-Year) | Financial Metric | FY2025 (Million HKD) | FY2024 (Million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 26.7 | 51.7 | -48.4% | | Cost of Inventories Sold | 11.0 | 21.0 | -47.6% | | Gross Profit | 15.8 | 30.7 | -48.5% | | Gross Profit Margin | 59.0% | 59.4% | -0.4 p.p. | | Staff Costs | 11.5 | 21.1 | -45.5% | | Loss for the Year | 2.8 | 32.1 | -91.3% | - Other income and net gains increased from **HKD 0.9 million** to **HKD 6.5 million**, primarily due to the recognition of **HKD 6.38 million** in lease termination gains[35](index=35&type=chunk) - No significant asset impairment losses were recognized this year, compared to **HKD 12.6 million** in impairment losses (including property, plant and equipment, right-of-use assets, and intangible assets) recognized in the prior year[42](index=42&type=chunk) [Liquidity and Financial Resources](index=15&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's liquidity significantly tightened, with cash and cash equivalents sharply decreasing by **96.7%** to **HKD 0.3 million** at fiscal year-end, primarily due to increased working capital needs, Hong Kong restaurant closure costs, and bank loan repayments, while total interest-bearing borrowings decreased from **HKD 15.6 million** to **HKD 5 million**, and the debt-to-equity ratio is not applicable due to the Group's equity deficit - Cash and cash equivalents significantly decreased by **96.7%** from **HKD 9.1 million** in the prior year to **HKD 0.3 million**[57](index=57&type=chunk) - Total interest-bearing borrowings, including bank borrowings and lease liabilities, decreased from **HKD 15.6 million** to **HKD 5 million**[58](index=58&type=chunk) - The debt-to-equity ratio is not applicable as the Group is in an equity deficit position[61](index=61&type=chunk) [Key Risks and Uncertainties](index=14&type=section&id=Key%20Risks%20and%20Uncertainties) The Group's key risks include high reliance on the Chinese market (approximately **58.8%** of revenue from China), potential impacts from China's economic fluctuations or policy changes, volatility in food and liquor costs, rising labor costs, and commercial property rental expenses - Business is highly concentrated in the Chinese market, with approximately **58.8%** of revenue derived from food and liquor sales and distribution in China, making it susceptible to China's economic conditions[53](index=53&type=chunk) - Cost control faces uncertainties, including volatile food and liquor prices, rising wage levels, and high commercial property rental costs[53](index=53&type=chunk)[54](index=54&type=chunk) [Employees and Remuneration Policy](index=19&type=section&id=Employees%20and%20Remuneration%20Policy) Following business restructuring, the Group's employee count significantly decreased from **93** to **12**, with total staff costs falling from **HKD 20.8 million** to **HKD 11.5 million**, and its remuneration policy aims to offer market-competitive compensation to attract and retain talent, reviewed based on company performance, market conditions, and individual contributions Employee and Cost Changes | Metric | As at March 31, 2025 | As at March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees | 12 | 93 | -87.1% | | Total Staff Costs (Million HKD) | 11.5 | 20.8 | -44.7% | [Biographical Details of Directors and Senior Management](index=21&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This chapter provides detailed biographical information for executive directors, independent non-executive directors, and senior management, including their age, positions, responsibilities, industry experience, and shareholdings, noting that Chairman Mr. Zhou Feng is the controlling shareholder and spouse of Executive Director Ms. Zhang Miao - The report provides detailed biographies of executive directors, independent non-executive directors, and senior management, including their age, positions, responsibilities, industry experience, and shareholdings, noting that Chairman Mr. Zhou Feng is the controlling shareholder and spouse of Executive Director Ms. Zhang Miao[84](index=84&type=chunk)[85](index=85&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) [Corporate Governance Report](index=24&type=section&id=Corporate%20Governance%20Report) This chapter outlines the company's corporate governance practices regarding board structure, committee operations, risk management, internal controls, and shareholder communication, emphasizing its compliance with the Corporate Governance Code [Board and Committees](index=24&type=section&id=Board%20and%20Committees) The company complied with the Corporate Governance Code this fiscal year, maintaining a balanced board comprising three executive and three independent non-executive directors, with the report detailing board responsibilities, meeting attendance, and the composition, terms of reference, and annual work of the Audit, Remuneration, Nomination, and Investment Committees, where independent non-executive directors play key roles to ensure independence and effective oversight - The company has adopted and complied with the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[93](index=93&type=chunk) - The Board has established four committees: Audit Committee, Remuneration Committee, Nomination Committee, and Investment Committee, with detailed explanations of their membership and responsibilities[108](index=108&type=chunk) Board Meeting Attendance (FY2024/25) | Director Name | Position | Meetings Attended/Held | | :--- | :--- | :--- | | Mr. Zhou Feng | Chairman, Executive Director | 18/18 | | Ms. Zhang Miao | Chief Executive Officer, Executive Director | 18/18 | | Ms. Shen Wenchai | Executive Director | 14/14 | | Mr. Ho Lik Kwan | Independent Non-Executive Director | 18/18 | | Mr. Lam Lap Sing | Independent Non-Executive Director | 18/18 | | Ms. Lau Wai Hing | Independent Non-Executive Director | 18/18 | [Risk Management and Internal Control](index=38&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for reviewing the effectiveness of the Group's risk management and internal control systems annually, with the Audit Committee and Board completing their review this fiscal year, deeming existing systems adequate and effective across financial, operational, compliance, and risk management aspects, and the Group has engaged external professional consultants for an independent internal control review - The Board considers the Group's risk management and internal control systems adequate and effective, and external consultants have been engaged for an independent internal control review[138](index=138&type=chunk)[139](index=139&type=chunk) [Shareholder Rights and Communication](index=40&type=section&id=Shareholder%20Rights%20and%20Communication) The company has adopted a shareholder communication policy, maintaining engagement through various channels including general meetings, corporate communications, and its website, with the report clarifying shareholders' rights and procedures for convening an extraordinary general meeting, requiring shareholders holding at least one-tenth of the voting rights to request such a meeting - The company communicates with shareholders through annual general meetings, its website, annual reports, and announcements, ensuring information transparency[148](index=148&type=chunk)[152](index=152&type=chunk) - Pursuant to the company's articles of association, shareholders holding not less than **10%** of the voting rights are entitled to request an extraordinary general meeting[155](index=155&type=chunk) [Directors' Report](index=44&type=section&id=Directors%27%20Report) This chapter outlines the Group's principal activities and performance for the fiscal year, details several continuing connected transactions, and explains the terms of the share option scheme and the interests of directors and substantial shareholders in the company's shares [Principal Activities and Results](index=44&type=section&id=Principal%20Activities%20and%20Results) This fiscal year, the Group primarily engaged in catering and related businesses in Hong Kong and China, along with food and liquor sales and distribution, and the Board resolved not to recommend a final dividend for the year ended March 31, 2025 - The Group's principal activities are catering and related businesses in Hong Kong and China, as well as food and liquor sales and distribution[163](index=163&type=chunk) - The Board does not recommend the payment of a final dividend for the current year[165](index=165&type=chunk) [Connected Transactions](index=44&type=section&id=Connected%20Transactions) The report discloses three continuing connected transactions: a platform service framework agreement with Nanjing Zeruilongxiang, a lease agreement for property with a company controlled by former Executive Director Mr. Wang Wenwei (terminated early in October 2024), and a master agreement for kitchen operations and food supply with Rex Top Group, all reviewed and confirmed by independent non-executive directors as being in the overall interest of the company and shareholders - Disclosed a platform service framework agreement with Nanjing Zeruilongxiang (controlled by Executive Director Ms. Zhang Miao), with an annual cap of approximately **HKD 1.65 million** and actual transactions of approximately **HKD 3,010**[170](index=170&type=chunk) - Disclosed a property lease agreement with Mingde Capital (controlled by former Executive Director Mr. Wang Wenwei), which was terminated early in October 2024[174](index=174&type=chunk)[177](index=177&type=chunk) - Disclosed a master agreement with Rex Top Group for kitchen operations and food supply, noting that this counterparty ceased to be a connected person after November 27, 2024[178](index=178&type=chunk)[180](index=180&type=chunk) [Share Option Scheme](index=51&type=section&id=Share%20Option%20Scheme) The company adopted a 10-year share option scheme in July 2016, with the report detailing its objectives, eligible participants, share limits, and exercise price determination, noting that as of the fiscal year-end and report date, no options had been granted, exercised, or lapsed under the scheme, with **140 million** options remaining available for grant - The Share Option Scheme was adopted on July 21, 2016, with a 10-year validity period and approximately **1** year remaining[198](index=198&type=chunk)[207](index=207&type=chunk) - As at March 31, 2025, the number of share options available for grant under the scheme was **140,000,000**, representing approximately **5.30%** of the issued shares[207](index=207&type=chunk) - No share options were granted, exercised, cancelled, or lapsed during the current fiscal year or up to the report date[207](index=207&type=chunk) [Directors' and Substantial Shareholders' Interests](index=56&type=section&id=Directors%27%20and%20Substantial%20Shareholders%27%20Interests) The report discloses the interests of directors and substantial shareholders in the company's shares, indicating that Chairman Mr. Zhou Feng, through his wholly-owned Tian Dun Investment Limited and in his personal capacity, is deemed to hold approximately **71.10%** of the company's shares, making him the controlling shareholder, with his spouse Ms. Zhang Miao deemed to possess the same interests Major Directors' Shareholding (As at March 31, 2025) | Director Name | Capacity | Number of Ordinary Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Zhou Feng | Interest in Controlled Corporation and Beneficial Owner | 1,879,540,000 | 71.10% | | Ms. Zhang Miao | Spouse's Interest | 1,879,540,000 | 71.10% | - Tian Dun Investment Limited, wholly-owned by Mr. Zhou Feng, holds **65.46%** of the company's shares and is a substantial shareholder[220](index=220&type=chunk) [Environmental, Social and Governance Report](index=62&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This chapter details the Group's commitments and practices in environmental protection, social responsibility, and corporate governance, covering performance in key areas such as energy consumption, water usage, waste management, employee welfare, supply chain management, and community engagement [Environment](index=68&type=section&id=Environment) The Group is committed to reducing its environmental impact, focusing on energy, water, and waste management, with significant reductions in total energy consumption, greenhouse gas emissions, and waste generation due to the substantial downsizing of Hong Kong restaurant operations this fiscal year, and while environmental targets have been set, they will be re-evaluated in light of major business structural changes Key Environmental Performance Indicators (Year-on-Year) | Metric | Unit | FY2024-2025 | FY2023-2024 | | :--- | :--- | :--- | :--- | | Total Energy Consumption | Gigajoules | 1,898 | 5,208 | | Total Greenhouse Gas Emissions | Tonnes of CO2 equivalent | 201 | 586 | | Daily Non-Hazardous Waste (Restaurants) | Liters | 321,300 | 1,183,896 | | Water Consumption | Cubic meters | 281 | 11,959 | - Due to business transformation, the Group's environmental performance has significantly changed, limiting comparability with prior years, thus environmental targets will be re-evaluated in the coming year[286](index=286&type=chunk) [Social](index=76&type=section&id=Social) Regarding social responsibility, the Group values employees as assets, striving to provide a safe and equitable work environment, though business restructuring led to a significant reduction in staff from **93** to **12** and a high turnover rate of **370%**, with the report outlining policies and practices in employment and remuneration, health and safety, development and training, supply chain management, product responsibility, anti-corruption, and community engagement - As at March 31, 2025, the Group's total number of employees was **12**, a significant reduction from **93** in the prior year[295](index=295&type=chunk) - During the reporting period, the employee turnover rate was as high as **370%**, reflecting the drastic personnel changes resulting from business restructuring[301](index=301&type=chunk) - The Group emphasizes supply chain management, with **69** suppliers in total, of which **92%** are located in Hong Kong and **8%** in mainland China[326](index=326&type=chunk)[327](index=327&type=chunk) - The Group strictly adheres to labor standards, prohibiting child and forced labor, with no related violations identified during the reporting period[331](index=331&type=chunk)[334](index=334&type=chunk) [Independent Auditor's Report](index=89&type=section&id=Independent%20Auditor%27s%20Report) Independent auditor Crowe (HK) CPA Limited issued an unmodified opinion on the consolidated financial statements but highlighted a material uncertainty related to going concern, noting that the Group's net loss and net current liabilities raise significant doubt about its ability to continue as a going concern, and identified the provision for expected credit losses on trade receivables as a key audit matter - Auditor Crowe (HK) CPA Limited issued an unmodified opinion on the consolidated financial statements[346](index=346&type=chunk) - The report specifically highlighted 'material uncertainty related to going concern,' noting that the Group recorded a net loss of approximately **HKD 2.8 million** for the year and its current liabilities exceeded its total assets by approximately **HKD 13.9 million**, which casts significant doubt on the Group's ability to continue as a going concern[349](index=349&type=chunk) - A key audit matter was 'provision for expected credit losses on trade receivables,' involving significant management judgment in assessing the recoverability of approximately **HKD 15.3 million** in receivables[351](index=351&type=chunk)[352](index=352&type=chunk) [Consolidated Financial Statements](index=95&type=section&id=Consolidated%20Financial%20Statements) This chapter presents the Group's consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, and consolidated statement of cash flows as at March 31, 2025, comprehensively reflecting its financial performance, asset and liability structure, equity changes, and cash flow position [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=95&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The financial statement shows the Group's revenue for the current fiscal year was **HKD 26.73 million**, a **48.4%** year-on-year decrease, and despite a corresponding decline in gross profit, annual loss significantly narrowed from **HKD 32.06 million** to **HKD 2.83 million** due to cost control and one-off gains, with loss attributable to owners of the company at **HKD 3.52 million** Key Data from Consolidated Statement of Profit or Loss | Metric (Thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 26,727 | 51,729 | | Gross Profit | 15,776 | 30,702 | | Operating Loss | (1,479) | (28,503) | | Loss Before Tax | (1,917) | (29,409) | | Loss for the Year | (2,832) | (32,064) | | Loss Attributable to Owners of the Company | (3,515) | (30,374) | [Consolidated Statement of Financial Position](index=97&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As at March 31, 2025, the Group's financial position further deteriorated, with total assets decreasing to **HKD 16.49 million** and total liabilities at **HKD 30.50 million**, resulting in a negative total equity of **HKD 14.01 million**, and net current liabilities expanding from **HKD 8.06 million** to **HKD 14.21 million**, indicating significant short-term repayment pressure Key Data from Consolidated Statement of Financial Position | Metric (Thousand HKD) | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 16,491 | 18,858 | | Total Liabilities | 30,504 | 29,893 | | Net Current Liabilities | (14,214) | (8,064) | | Total Equity | (14,013) | (11,035) | [Consolidated Statement of Changes in Equity](index=99&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This fiscal year, total equity further decreased from a deficit of **HKD 11.04 million** at the beginning of the period to a deficit of **HKD 14.01 million** at the end, primarily due to the **HKD 2.98 million** total comprehensive expense recorded for the year - Equity attributable to owners of the company deteriorated from a deficit of **HKD 9.34 million** at the beginning of the period to a deficit of **HKD 13 million** at the end[370](index=370&type=chunk) [Consolidated Statement of Cash Flows](index=100&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group's cash flow position is severe, with net cash outflow from operating activities at **HKD 7.98 million** and from financing activities at **HKD 0.8 million**, resulting in a net decrease in cash and cash equivalents of **HKD 8.8 million** for the year, leaving an ending balance of only **HKD 0.3 million**, significantly lower than the opening balance of **HKD 9.11 million** Consolidated Statement of Cash Flows Summary | Metric (Thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (7,978) | (8,097) | | Net Cash Used in Investing Activities | (22) | (1,794) | | Net Cash Used in Financing Activities | (803) | (7,691) | | Net Decrease in Cash and Cash Equivalents | (8,803) | (17,582) | | Cash and Cash Equivalents at End of Period | 300 | 9,114 | [Notes to the Consolidated Financial Statements](index=102&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This chapter provides detailed notes to the consolidated financial statements, specifically addressing material uncertainties related to going concern, financial performance of business segments, and significant related party transactions, offering supplementary information for understanding the Group's financial position and operating risks [Note 3: Going Concern](index=105&type=section&id=Note%203%3A%20Going%20Concern) This note reiterates the material uncertainty regarding going concern, as the Group recorded a net loss of **HKD 2.83 million** and net current liabilities exceeded total assets by **HKD 13.85 million** at fiscal year-end, with its ability to continue as a going concern dependent on ongoing financial support from executive directors and a new loan from a related party - The Group's ability to continue as a going concern depends on the ongoing financial support committed by the executive directors (pledging not to demand repayment of approximately **HKD 6.19 million** owed within the next 12 months) and a new loan of **RMB 8 million** provided by a related party in June 2025[386](index=386&type=chunk) [Note 6: Segment Information](index=141&type=section&id=Note%206%3A%20Segment%20Information) This fiscal year, the Group's business was divided into four segments: catering and related businesses generated **HKD 11.01 million** in revenue and **HKD 5.60 million** in segment profit (primarily due to lease termination gains), while food and liquor sales and distribution generated **HKD 15.72 million** in revenue and **HKD 2.92 million** in segment profit, with luxury watch trading and money lending businesses having minimal impact on results Segment Revenue and Profit/(Loss) (FY2025) | Segment | Revenue (Thousand HKD) | Segment Profit/(Loss) (Thousand HKD) | | :--- | :--- | :--- | | Catering and Related Businesses | 11,009 | 5,596 | | Food and Liquor Sales and Distribution Businesses | 15,718 | 2,923 | | Luxury Watch Trading Business | – | (34) | | Money Lending Business | – | 51 | [Note 32: Significant Related Party Transactions](index=164&type=section&id=Note%2032%3A%20Significant%20Related%20Party%20Transactions) This note details transactions with related parties, including **HKD 0.692 million** in rental expenses paid to a related company beneficially owned by Director Ms. Zhang Miao and **HKD 0.709 million** to a related company beneficially owned by former Director Mr. Wang during the current fiscal year Lease-Related Transactions with Related Companies | Related Party Relationship | Nature of Transaction | FY2025 (Thousand HKD) | FY2024 (Thousand HKD) | | :--- | :--- | :--- | :--- | | Company beneficially owned by Director Ms. Zhang Miao | Rental expenses | 692 | 217 | | Company beneficially owned by former Director Mr. Wang | Rental expenses | 709 | 1,430 | [Financial Summary](index=172&type=section&id=Financial%20Summary) This chapter provides a five-year financial summary of the Group's key financial data, including revenue, loss before tax, loss for the year, total assets, total liabilities, and total equity, comprehensively illustrating its long-term financial trends Five-Year Financial Summary | Metric (Thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 26,727 | 51,729 | 29,744 | 36,206 | 42,707 | | Loss Before Tax | (1,917) | (29,409) | (22,281) | (10,138) | (5,161) | | Loss for the Year | (2,832) | (32,064) | (22,310) | (10,178) | (3,475) | | **Assets and Liabilities** | | | | | | | Total Assets | 16,491 | 18,858 | 53,587 | 74,354 | 89,922 | | Total Liabilities | (30,504) | (29,893) | (32,550) | (31,307) | (36,697) | | Total Equity | (14,013) | (11,035) | 21,037 | 43,047 | 53,225 |

Kato (Hong Kong) Holdings Limited 嘉濤（香港）控股有限公司 股份代號 ： 2189 （於開曼群島註冊成立的有限公司） 2025 年 度 報 告 2025 ANNUAL REPORT Kato (Hong Kong) Holdings Limited 嘉濤（香港）控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 2189 C M Y CM MY CY CMY K ai1753344233125_Kato HK Holdings AR2025 Cover V03A 16mm OP.pdf 1 24/7/2025 下午4:03 | 目 | 錄 | | | --- | --- | --- | | 公司資料 | | 2 | | 主席報告 | | 4 | | 管理層討論及分析 | | 7 | | 董事及高級管理層履歷詳情 | | 17 | | 企業管治報告 | | 20 | | 董事會報告 | | 36 | | 獨立核數師報告 | | 58 | | 綜合損益表 | | 62 | | ...

Contents 目錄 | | | 頁碼 | | --- | --- | --- | | Corporate Information | 公司資料 | 2 | | Management Discussion and Analysis | 管理層討論及分析 | 5 | | Directors and Senior Management | 董事及高級管理層 | 23 | | Directors' Report | 董事會報告 | 26 | | Corporate Governance Report | 企業管治報告 | 36 | | Environmental, Social and Governance Report | 環境、社會及管治報告 | 46 | | Independent Auditor's Report | 獨立核數師報告 | 63 | | Consolidated Statement of Profit or Loss and | 綜合損益及其他全面收益表 | 68 | | Other Comprehensive Income | | | | Consolidated Statement of ...

RICHLY FIELD CHINA DEVELOPMENT LIMITED 裕田中國發展有限 公 司 (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) ( 於開曼群島註冊成立及於百慕達持續經營之有限公司 ) (Stock Code 股份代號 : 313) 2025 Annual Report 年報 Annual R eport 年 報 2 0 2 5 RIC HLY FIELD C HIN A D E V ELO P M E N T LIMIT E D 裕 田 中 國 發 展 有 限 公 司 二零二五年年報 裕田中國發展有限公司 01 Contents 目錄 | 2 | CORPORATE INFORMATION | | --- | --- | | | 公司資料 | | 5 | PROPERTY PORTFOLIO | | | 物業組合 | | 6 | MANAGEMENT DISCUSSION AND ANALYSIS | | | 管理層討論與分析 | | 28 | REPORT OF ...

[Company Information](index=3&type=section&id=Company%20Information) [Financial Summary](index=5&type=section&id=Financial%20Summary) During the reporting period, the Group's operating performance switched from profit to loss, with a pre-tax loss of HKD 20.912 million despite a 6.4% revenue increase, compared to a profit of HKD 7.873 million in the prior period, while total assets slightly increased, total liabilities significantly rose, turning net current assets from positive to negative, indicating increased liquidity pressure Consolidated Results Summary | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 97,763 | 91,852 | +6.4% | | Profit/(Loss) Before Tax | (20,912) | 7,873 | Switched from profit to loss | | Profit/(Loss) Attributable to Owners of the Company | (20,853) | 8,247 | Switched from profit to loss | Assets and Liabilities Summary | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Assets | 74,095 | 69,713 | +6.3% | | Total Liabilities | 56,590 | 35,269 | +60.5% | | Total Equity | 17,505 | 34,444 | -49.2% | | Net Current Assets/(Liabilities) | (12,468) | 790 | Switched from positive to negative | - By business segment, aircraft engine stand maintenance and related services generated **HKD 77.531 million** in revenue for FY2025, becoming the primary income source, while the total revenue from catering businesses (including Thai Lane, Ma Suan Le, Baba Nyonya) and food ingredient sales was approximately **HKD 20.232 million**[9](index=9&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) [Industry Overview](index=9&type=section&id=Industry%20Overview) During the reporting period, Hong Kong's catering and construction industries showed divergent performance, with catering revenue slightly declining by 0.6% in Q1 2025 due to changing consumption patterns, while the total value of construction works nominally grew by 1.9%, driven by public sector projects despite a decline in private sector initiatives - Catering Business: The provisional estimated value of total restaurant receipts in Q1 2025 was **HKD 28 billion**, a **0.6% year-on-year decrease**, primarily influenced by changing consumption patterns and external uncertainties[13](index=13&type=chunk)[14](index=14&type=chunk) - Engineering Business: The total value of construction works performed by main contractors in Q1 2025 nominally increased by **1.9% to HKD 70.5 billion**, with public sector works nominally increasing by **17.4%** and private sector works decreasing by **10.7%**[15](index=15&type=chunk) [Business Overview](index=10&type=section&id=Business%20Overview) The Group primarily operates in casual dining and aircraft engine stand maintenance, with the latter becoming the core revenue source, accounting for 79.31% of total revenue as of March 31, 2025, while Thai cuisine brands "Thai Lane" and "555 Thai Fusion" saw a 40.17% revenue increase, Chinese noodle "Ma Suan Le" and Malaysian "Baba Nyonya" experienced significant declines of 52.34% and 94.56% respectively due to market downturns and business termination Revenue Performance by Business Segment (Year Ended March 31, 2025) | Business Segment/Brand | Revenue (HKD Million) | Proportion of Total Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Aircraft Engine Stand Maintenance and Related Services | 77.53 | 79.31% | N/A | | Thai Lane / 555 Thai Fusion | 9.70 | 9.92% | +40.17% | | Ma Suan Le / Ma Sun Le | 8.96 | 9.17% | -52.34% | | Baba Nyonya | 1.25 | 1.28% | -94.56% | | Food Ingredients and Beverages | 0.32 | 0.33% | -66.67% | [Financial Review](index=11&type=section&id=Financial%20Review) In FY2025, the Group's total revenue increased by 6.43% year-on-year to HKD 97.76 million, primarily driven by engineering business, yet the loss attributable to owners of the company reached HKD 20.85 million, compared to a profit of HKD 8.25 million in the prior year, mainly due to decreased catering revenue, a 43.37% surge in raw material and consumable costs, and a HKD 9 million goodwill impairment loss, while staff costs significantly decreased by 34.89% Key Financial Item Changes | Item | 2025 (HKD Million) | 2024 (HKD Million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 97.76 | 91.85 | +6.43% | | Raw Materials and Consumables Used | 47.54 | 33.16 | +43.37% | | Staff Costs | 21.03 | 32.30 | -34.89% | | Goodwill Impairment Loss | 9.00 | 0 | N/A | | Profit/(Loss) Attributable to Owners of the Company | (20.85) | 8.25 | Switched from profit to loss | [Future Outlook and Strategies](index=11&type=section&id=Future%20Outlook%20and%20Strategies) Facing operational challenges, the Group will adopt a conservative and prudent approach, focusing on enhancing core capabilities and improving business performance through cost control, new product line expansion, and refining operating strategies to deliver shareholder returns - Key measures planned by the Group include: - Minimizing staff costs and reducing headcount[21](index=21&type=chunk) - Negotiating more favorable terms with landlords and suppliers[21](index=21&type=chunk) - Expanding takeaway product lines (e.g., packaged food, ready-to-eat products) and enhancing marketing[21](index=21&type=chunk) - Collaborating with food delivery companies to expand delivery coverage[21](index=21&type=chunk) - Refining operating strategies to address ongoing challenges[21](index=21&type=chunk) [Liquidity and Capital Resources](index=13&type=section&id=Liquidity%20and%20Capital%20Resources) The Group maintains a prudent treasury policy to manage cash balances and ensure robust liquidity, with no significant capital commitments, contingent liabilities, or pledged assets as of March 31, 2025 - The Group's operations are primarily transacted in Hong Kong in HKD, thus not facing significant foreign exchange risk[34](index=34&type=chunk) - As of March 31, 2025, the Group had no outstanding capital commitments, significant contingent liabilities, or pledged assets[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) [Key Risks and Uncertainties](index=14&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces key risks including reliance on leased properties, central kitchen operational disruptions, supplier delivery issues, business license acquisition and renewal, rising labor costs, and the potential impact of infectious disease outbreaks on the catering industry - Key risk areas include: - **Lease Risk**: All restaurants are leased properties, with uncertainties and potential cost increases related to lease renewals or finding new locations[42](index=42&type=chunk) - **Supply Chain Risk**: Reliance on central kitchens and external suppliers means any disruption could adversely affect operations[42](index=42&type=chunk) - **Compliance Risk**: Catering businesses require various licenses, and failure to obtain or renew them could significantly impact operations[42](index=42&type=chunk) - **Human Resources Risk**: Labor shortages or rising costs would erode profitability[42](index=42&type=chunk) [Directors and Senior Management](index=14&type=section&id=Directors%20and%20Senior%20Management) This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, professional experience, academic background, and roles in other listed companies [Corporate Governance Report](index=16&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=17&type=section&id=Corporate%20Governance%20Practices) The Group is committed to maintaining high corporate governance standards and has adopted the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules, consistently complying with all applicable code provisions throughout the reporting period - The company has adopted and complied with the Corporate Governance Code of the GEM Listing Rules throughout the year[49](index=49&type=chunk) [Board of Directors](index=17&type=section&id=Board%20of%20Directors) The Board of Directors, comprising two executive and three independent non-executive directors, is responsible for the Group's overall leadership and strategic decisions, with its composition complying with GEM Listing Rules and a board diversity policy adopted during the reporting period, and this report also discloses directors' attendance at general and board meetings Board and General Meeting Attendance (Year Ended March 31, 2025) | Director's Name | Position | Attendance at General Meetings/Total Meetings Held | Attendance at Board Meetings/Total Meetings Held | | :--- | :--- | :--- | :--- | | Mr. Choi Pun Lap | Executive Director | 3/3 | 6/6 | | Mr. Leung Wai Tai | Executive Director | 3/3 | 6/6 | | Mr. Lo Cheuk Fei | Independent Non-Executive Director | 3/3 | 6/6 | | Mr. Cheung Hiu Fung | Independent Non-Executive Director | 3/3 | 6/6 | | Mr. Wong Wing Kin (Retired) | Independent Non-Executive Director | 1/1 | 1/1 | | Ms. Yip Sin Lam (Appointed) | Independent Non-Executive Director | 2/2 | 1/1 | [Board Committees](index=22&type=section&id=Board%20Committees) The Board has established Remuneration, Nomination, and Audit Committees to oversee various company matters, with each committee chaired by an independent non-executive director and predominantly composed of independent non-executive directors to ensure independence, and the report details their responsibilities, composition, and annual meeting attendance - The Remuneration Committee comprises five members, chaired by Independent Non-Executive Director Mr. Cheung Hiu Fung, and held two meetings during the year[74](index=74&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) - The Nomination Committee comprises five members, chaired by Executive Director Mr. Choi Pun Lap, with most members being independent non-executive directors, and held two meetings during the year[79](index=79&type=chunk)[80](index=80&type=chunk)[82](index=82&type=chunk) - The Audit Committee comprises three independent non-executive directors, chaired by Mr. Lo Cheuk Fei, and held four meetings during the year, reviewing the annual and interim consolidated financial statements[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) [Internal Control and Risk Management](index=29&type=section&id=Internal%20Control%20and%20Risk%20Management) The Board is fully responsible for formulating and overseeing the Group's internal control measures and risk management systems, and while no internal audit department is currently established given the Group's business scale, the Board has reviewed and expressed satisfaction with the effectiveness of the existing internal control system - The Group currently has no internal audit department, and the Board considers the existing management structure and internal control system to be appropriate and adequate[92](index=92&type=chunk) [Directors' Report](index=31&type=section&id=Directors'%20Report) [Results and Dividends](index=32&type=section&id=Results%20and%20Dividends) The Group's detailed results for the current fiscal year are presented in the financial statements section, and the Board does not recommend paying any dividends for the year ended March 31, 2025, consistent with the previous year - The Board does not recommend the payment of any dividend for the year ended March 31, 2025 (2024: Nil)[109](index=109&type=chunk) [Financial Resources, Liquidity and Capital Structure](index=32&type=section&id=Financial%20Resources%2C%20Liquidity%20and%20Capital%20Structure) As of March 31, 2025, the Group's current assets were HKD 33.9 million and current liabilities were HKD 46.4 million, resulting in a current ratio of 0.73 times, down from 1.03 times last year, while the gearing ratio increased from 14.0% to 30.3%, reflecting increased financial leverage Liquidity and Gearing Ratios | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Current Ratio | 0.73 times | 1.03 times | | Quick Ratio | 0.69 times | 0.87 times | | Gearing Ratio | 30.3% | 14.0% | [Use of Proceeds](index=33&type=section&id=Use%20of%20Proceeds) The company completed a placing on December 17, 2024, raising net proceeds of approximately HKD 3.8 million, of which HKD 3.211 million had been utilized for the Group's general working capital as of March 31, 2025, with the remaining balance expected to be fully utilized by June 2025 Use of Proceeds from 2024 Placing | Purpose | Net Proceeds (HKD Thousand) | Amount Utilized (HKD Thousand) | Unutilized Amount (HKD Thousand) | | :--- | :--- | :--- | :--- | | General Working Capital | 3,800 | 3,211 | 589 | [Share Option Scheme](index=35&type=section&id=Share%20Option%20Scheme) To comply with amendments to the GEM Listing Rules, the company terminated its former share option scheme and adopted a new share scheme on January 18, 2024, designed to incentivize and reward contributors to the company, with a 10-year validity period - The company adopted a new share scheme on January 18, 2024, replacing the previous scheme terminated due to amendments to the GEM Listing Rules[125](index=125&type=chunk) [Major Customers and Suppliers](index=38&type=section&id=Major%20Customers%20and%20Suppliers) During the current fiscal year, the Group experienced high customer and supplier concentration, with the largest customer accounting for 66% of total revenue and the top five customers for 79%, while the largest supplier accounted for 43% of total purchases and the top five suppliers for 75% - Customer Concentration: The largest customer accounted for **66%** of total revenue, and the top five customers accounted for **79%**[139](index=139&type=chunk) - Supplier Concentration: The largest supplier accounted for **43%** of total purchases, and the top five suppliers accounted for **75%**[139](index=139&type=chunk) [Events After Reporting Date](index=40&type=section&id=Events%20After%20Reporting%20Date) Subsequent to the reporting period, the company implemented and completed a capital reorganization on May 16, 2025, involving a share consolidation (20-for-1), capital reduction, and subdivision of unissued shares - The company completed a capital reorganization on May 16, 2025, which included share consolidation, capital reduction, and share subdivision[152](index=152&type=chunk)[153](index=153&type=chunk) [Independent Auditor's Report](index=41&type=section&id=Independent%20Auditor's%20Report) Independent Auditor Fan Chan & Co. Limited issued an unmodified opinion on the Group's consolidated financial statements, but highlighted "Material Uncertainty Related to Going Concern," noting that the Group's net loss, net current liabilities, and cash position may cast significant doubt on its ability to continue as a going concern, with key audit matters including impairment assessments of property, plant and equipment, right-of-use assets, intangible assets, and goodwill - The auditor's opinion is unmodified, stating that the financial statements present a true and fair view of the Group's financial position and performance[159](index=159&type=chunk) - The report emphasized "Material Uncertainty Related to Going Concern," primarily due to the Group recording a net loss of approximately **HKD 20.853 million**, being in a net current liabilities position of approximately **HKD 12.468 million**, and having cash and cash equivalents of only **HKD 6.728 million**[161](index=161&type=chunk) - Key audit matters include: - Impairment assessment of property, plant and equipment, and right-of-use assets[163](index=163&type=chunk) - Impairment assessment of intangible assets and goodwill[165](index=165&type=chunk) [Consolidated Financial Statements](index=47&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=47&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement presents the Group's financial performance for the year ended March 31, 2025, showing a shift from a profit of HKD 8.247 million in the prior year to a loss of HKD 20.853 million in the current year, with basic loss per share at HKD 0.3448 [Consolidated Statement of Financial Position](index=48&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) This statement reflects the Group's financial position as of March 31, 2025, with total assets of HKD 74.095 million, total liabilities of HKD 56.590 million, and total equity of HKD 17.505 million, a significant decrease from HKD 34.444 million in the prior year [Consolidated Statement of Changes in Equity](index=50&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement illustrates the changes in shareholders' equity during the year, with total equity decreasing from HKD 34.444 million at the beginning of the year to HKD 17.505 million at year-end, primarily due to an annual loss of HKD 20.853 million, partially offset by HKD 3.914 million from share placement proceeds [Consolidated Statement of Cash Flows](index=51&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This statement summarizes cash inflows and outflows during the year, with net cash generated from operating activities of HKD 12.681 million, but net cash outflows from investing and financing activities of HKD 10.885 million and HKD 3.598 million respectively, resulting in a net decrease in cash and cash equivalents of HKD 1.802 million to HKD 6.728 million at year-end [Notes to the Consolidated Financial Statements](index=53&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Note 3: Basis of Preparation and Going Concern](index=55&type=section&id=Note%203%3A%20Basis%20of%20Preparation%20and%20Going%20Concern) While the financial statements are prepared on a going concern basis, the note explicitly highlights significant uncertainties faced by the Group, including a net loss of approximately HKD 20.853 million and net current liabilities of HKD 12.468 million as of March 31, 2025, yet directors believe the Group can continue as a going concern through improved business performance and a HKD 20 million loan facility obtained in June 2025 - Despite significant going concern doubts, directors consider the preparation of financial statements on a going concern basis appropriate, based on improvement plans and a newly obtained **HKD 20 million** loan facility[189](index=189&type=chunk)[190](index=190&type=chunk) [Note 6: Revenue and Segment Information](index=70&type=section&id=Note%206%3A%20Revenue%20and%20Segment%20Information) This note details revenue composition and segment performance, identifying aircraft engine stand maintenance and related services as the primary source of revenue and profit, while all catering segments (Chinese, Thai, Malaysian cuisine) recorded losses, and revenue from the largest customer accounted for 66% of total revenue, indicating high customer concentration Segment Revenue and Profit/(Loss) (Year Ended March 31, 2025) | Segment | Revenue (HKD Thousand) | Segment Profit/(Loss) (HKD Thousand) | | :--- | :--- | :--- | | Chinese Cuisine | 8,959 | (1,677) | | Thai Cuisine | 9,699 | (1,981) | | Malaysian Cuisine | 1,251 | (4,537) | | Food Ingredients and Beverages Business | 323 | (860) | | Aircraft Engine Stand Maintenance and Repair Services | 77,531 | 3,165 | - Revenue from Customer A was **HKD 64.143 million**, accounting for **66%** of the Group's total revenue, a significant increase from **HKD 39.372 million** last year[267](index=267&type=chunk) [Note 17: Goodwill](index=88&type=section&id=Note%2017%3A%20Goodwill) This note discloses the goodwill impairment test results, where an annual impairment assessment for the aircraft engine stand maintenance and repair services segment resulted in a HKD 9 million goodwill impairment loss recognized this year, as the recoverable amount was below the carrying value, reducing the net carrying amount of goodwill from HKD 20.722 million to HKD 11.722 million - A goodwill impairment loss of **HKD 9 million** was recognized as the recoverable amount of the aircraft engine stand maintenance and repair services cash-generating unit was below its carrying amount[291](index=291&type=chunk)[293](index=293&type=chunk) [Note 28: Share Capital](index=97&type=section&id=Note%2028%3A%20Share%20Capital) This note explains the changes in share capital during the year, primarily including the completion of a placing of 230,160,000 new shares on December 17, 2024, and a share consolidation (20 shares into 1) implemented on January 3, 2025 - On December 17, 2024, the company completed a placing of **230,160,000** new shares at a price of **HKD 0.017** per share[320](index=320&type=chunk) - On January 3, 2025, the company implemented a share consolidation, combining every **20** shares of HKD 0.01 par value into **1** share of HKD 0.20 par value[320](index=320&type=chunk) [Note 39: Events After Reporting Date](index=116&type=section&id=Note%2039%3A%20Events%20After%20Reporting%20Date) This note reiterates the capital reorganization completed after the reporting period on May 16, 2025, which involved a share consolidation, capital reduction (reducing the par value of each issued consolidated share from HKD 0.20 to HKD 0.0001), and subdivision of authorized but unissued shares - The company completed a capital reorganization on May 16, 2025, which included share consolidation, capital reduction, and share subdivision[374](index=374&type=chunk) [Financial Summary](index=116&type=section&id=Financial%20Summary) This section provides a five-year financial performance and balance sheet summary, indicating fluctuating revenue and significant volatility in profitability, alternating between profit and loss, while total assets remained relatively stable, total liabilities substantially increased in FY2025, leading to shareholder equity dropping to its lowest point in five years Five-Year Financial Summary | Year Ended March 31 (HKD Thousand) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 97,421 | 85,585 | 68,702 | 91,852 | 97,763 | | Profit/(Loss) for the Year | 8,751 | 4,020 | (34,625) | 8,247 | (20,853) | | **Assets and Liabilities** | | | | | | | Total Assets | 100,157 | 96,787 | 85,227 | 69,713 | 74,095 | | Total Liabilities | (61,410) | (53,996) | (71,053) | (35,269) | 56,590 | | Total Equity | 38,747 | 42,791 | 14,174 | 34,444 | 17,505 |

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部份內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 YUE DA INTERNATIONAL HOLDINGS LIMITED 悅 達國際控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：629） 截至二零二五年六月三十日止六個月 之中期業績公告 中期業績 悅達國際控股有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈，本公 司及其附屬公司（統稱「本集團」）截至二零二五年六月三十日止六個月（「期內」） 的未經審核中期業績。 1 簡明綜合損益及其他全面收入表 截至二零二五年六月三十日止六個月 截至以下日期止六個月 | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | | 六月三十日 | 六月三十日 | | | 附註 | 人民幣千元 | 人民幣千元 | | | | （未經審核） | （未經審核） | | 收入 | 3 | | | | 傳統保理業務產生的收入 | | 25,578 | 21 ...

目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 3 | | 管理層討論及分析 | 4 | | 董事及高級管理層履歷 | 8 | | 董事會報告 | 12 | | 企業管治報告 | 24 | | 環境、社會及管治報告 | 39 | | 獨立核數師報告 | 57 | | 綜合損益及其他全面收益表 | 63 | | 綜合財務狀況表 | 64 | | 綜合權益變動表 | 66 | | 綜合現金流量表 | 67 | | 綜合財務報表附註 | 69 | | 五年財務概要 | 134 | SHEUNG YUE GROUP HOLDINGS LIMITED 2025 年 報 公司資料 2 董事會 執行董事 陳立緯先生 陳立銓先生 陳千瑩女士 獨立非執行董事 李漢雄先生 銅紫荊星章、榮譽勳章、太平紳士 鄭志洪先生 黃業光先生 審核委員會 鄭志洪先生 李漢雄先生 銅紫荊星章、榮譽勳章、太平紳士 黃業光先生 薪酬委員會 長青（香港）會計師事務所有限公司 執業會計師 香港 灣仔 駱克道188號 兆安中心24樓 法律顧問 張岱樞律師事務所 主要往來銀行 香港上海滙豐銀行有限公司 東亞銀行有限公司 中國銀行 ...

| 公司資料 � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �2 | | --- | | 董事會函件 � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �3 | | 董事及高級管理層簡歷 � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 11 | | 董事會報告書 � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � ...

[Performance Highlights](index=1&type=section&id=Annual%20Performance%20Summary) The company achieved a 7.4% revenue growth and a significant increase in annual profit to HK$5.4 million in FY2025, with no dividends proposed FY2025 Performance Highlights | Metric | Performance | | :--- | :--- | | Revenue Growth | Increased by approximately 7.4% YoY | | Annual Profit | Approximately HK$5.4 million (HK$1.3 million in prior year) | | Dividend | No dividend proposed | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements present the company's profit or loss, comprehensive income, and financial position, highlighting significant growth in net profit and cash reserves [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended April 30, 2025, the company reported revenue of HK$77.224 million, a 7.4% increase, with profit attributable to owners significantly rising to HK$5.416 million due to substantial reductions in selling, distribution, and administrative expenses Consolidated Statement of Profit or Loss (For the year ended April 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 77,224 | 71,854 | +7.4% | | Gross Profit | 22,357 | 41,460 | -46.1% | | Selling and Distribution Costs | (9,361) | (21,100) | -55.6% | | Administrative Expenses | (8,134) | (18,015) | -54.9% | | Profit Before Tax | 6,940 | 4,544 | +52.7% | | Profit for the Year Attributable to Owners of the Company | 5,416 | 1,281 | +322.8% | | Earnings Per Share (HK Cents) | 0.68 | 0.16 | +325.0% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of April 30, 2025, total assets increased to HK$209 million and total equity to HK$20.424 million, driven by a significant rise in cash and cash equivalents to HK$127 million, while trade and other payables also increased Consolidated Statement of Financial Position Summary (As of April 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 1,751 | 1,768 | | Cash and Cash Equivalents | 127,130 | 65,837 | | Inventories | 7,298 | 4,523 | | Trade and Other Receivables and Prepayments | 72,739 | 100,962 | | **Total Assets** | **208,918** | **173,090** | | **Equity and Liabilities** | | | | Total Equity | 20,424 | 15,371 | | Trade and Other Payables | 142,112 | 110,540 | | Amount Due to Ultimate Holding Company | 46,074 | 46,095 | | **Total Liabilities** | **188,494** | **157,719** | | **Total Equity and Liabilities** | **208,918** | **173,090** | [Notes to the Consolidated Financial Statements](index=4&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed notes on the company's operations, accounting policies, and specific financial statement line items [Company Information and Accounting Policies](index=4&type=section&id=Company%20Information%20and%20Accounting%20Policies) The company, an investment holding entity registered in the Cayman Islands, primarily engages in watch wholesale, compound fertilizer manufacturing and sales, and trading agency for fertilizer-related products, with no significant impact from newly applied HKFRS amendments this year - Company's principal activities include **watch wholesale in Hong Kong**, **compound fertilizer manufacturing and sales in Mainland China**, and **trading agency for fertilizer raw materials and products**[7](index=7&type=chunk) - Newly applied accounting standards concerning sale and leaseback, liability classification, and supplier finance arrangements had **no material impact on the financial statements** after assessment[9](index=9&type=chunk)[10](index=10&type=chunk)[12](index=12&type=chunk) [Revenue](index=6&type=section&id=3.%20Revenue) Total revenue for the year was HK$77.224 million, a 7.4% year-on-year increase, primarily driven by a significant rise in compound fertilizer sales, which offset a substantial decline in commission income Revenue Composition | Revenue Source | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Sales of Watches | 1,162 | 1,771 | -34.4% | | Sales of Compound Fertilizer | 58,099 | 30,960 | +87.7% | | Service Income | 9 | 10 | -10.0% | | Commission Income | 17,954 | 39,113 | -54.1% | | **Total Revenue** | **77,224** | **71,854** | **+7.4%** | [Segment Information](index=7&type=section&id=4.%20Segment%20Information) The Group's operations are categorized into wholesale, trading, and manufacturing segments, with the manufacturing segment (compound fertilizer) becoming the primary contributor to revenue and profit this year, while most revenue originated from Mainland China Performance by Business Segment (2025) | Segment | Revenue (HK$ Thousand) | Segment (Loss)/Profit (HK$ Thousand) | | :--- | :--- | :--- | | Wholesale (Watches) | 1,171 | (905) | | Trading (Fertilizer Agency) | 17,954 | 7,175 | | Manufacturing (Compound Fertilizer) | 58,099 | 2,342 | | **Total** | **77,224** | **8,612** | Performance by Business Segment (2024) | Segment | Revenue (HK$ Thousand) | Segment (Loss)/Profit (HK$ Thousand) | | :--- | :--- | :--- | | Wholesale (Watches) | 1,781 | (5,361) | | Trading (Fertilizer Agency) | 39,113 | 16,261 | | Manufacturing (Compound Fertilizer) | 30,960 | 1,471 | | **Total** | **71,854** | **12,371** | Revenue by Geographical Location of Customers | Region | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Mainland China | 76,053 | 70,073 | | Hong Kong | 1,171 | 1,781 | | **Total** | **77,224** | **71,854** | [Other Income and Losses Net](index=10&type=section&id=5.%20Other%20Income%20and%20Losses%20Net) Net other income and losses for the year amounted to HK$2.087 million, a slight decrease from HK$2.37 million last year, primarily due to a significant reduction in net exchange gains offset by new commission income from wine sales Other Income and Losses Net Details | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net Exchange Gain | 55 | 1,939 | | Interest Income | 99 | 281 | | Gain on Disposal of Property, Plant and Equipment | 285 | — | | Commission Income from Sales of Wine | 1,607 | — | | **Total** | **2,087** | **2,370** | [Finance Costs and Profit Before Tax](index=10&type=section&id=6.%20Finance%20Costs%20and%207.%20Profit%20Before%20Tax) Finance costs significantly decreased to HK$9 thousand this year, and profit before tax reached HK$6.94 million, largely attributable to a substantial reduction in total staff costs from HK$18.692 million to HK$9.697 million - Finance costs decreased from **HK$0.171 million to HK$0.009 million**, mainly due to reduced interest on lease liabilities[30](index=30&type=chunk) Profit Before Tax Deductions | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total Staff Costs | 9,697 | 18,692 | | Freight Costs | 2,079 | 13,646 | | Carrying Amount of Inventories Sold | 53,931 | 30,002 | [Income Tax Expense](index=11&type=section&id=8.%20Income%20Tax%20Expense) Income tax expense for the year was HK$1.524 million, a notable decrease from HK$3.263 million last year, primarily due to a reduction in current tax for China enterprise income tax Income Tax Expense Composition | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current Tax (China) | 1,512 | 3,440 | | Over-provision in Prior Years (China) | (203) | (166) | | Deferred Tax | 215 | (11) | | **Total** | **1,524** | **3,263** | [Dividends and Earnings Per Share](index=11&type=section&id=9.%20Dividends%20and%2010.%20Earnings%20Per%20Share) The company did not propose or pay any dividends for FY2025 or FY2024, while basic and diluted earnings per share significantly increased to 0.68 HK cents this year, driven by higher net profit - The Board did not recommend the payment of any dividend for the years ended April 30, 2025 and 2024[33](index=33&type=chunk) Earnings Per Share Calculation | Item | 2025 | 2024 | | :--- | :--- | :--- | | Profit Attributable to Owners (HK$ Thousand) | 5,416 | 1,281 | | Weighted Average Number of Ordinary Shares | 800,000,000 | 800,000,000 | | **Basic and Diluted Earnings Per Share (HK Cents)** | **0.68** | **0.16** | [Key Assets and Liabilities](index=12&type=section&id=Key%20Assets%20and%20Liabilities) This year, the Group's prepayments decreased from HK$100 million to HK$72.225 million, mainly for fertilizer raw material purchases, while trade payables significantly increased from HK$15.487 million to HK$70.257 million, and the amount due to the ultimate holding company remained at HK$46.074 million, being unsecured, interest-free, and repayable on demand [Trade and Other Receivables and Prepayments](index=12&type=section&id=11.%20Trade%20and%20Other%20Receivables%20and%20Prepayments) As of April 30, 2025, total trade and other receivables and prepayments amounted to HK$72.739 million, a decrease from HK$100.962 million in the prior year, with prepayments for fertilizer-related product purchases in China constituting the majority Receivables and Prepayments Details | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Receivables | 363 | 545 | | Prepayments | 72,225 | 100,215 | | **Total** | **72,739** | **100,962** | - Trade receivables overdue by more than 90 days amounted to **HK$0.146 million**, which management believes has **significantly reduced credit risk** and requires no provision[38](index=38&type=chunk) [Trade and Other Payables](index=13&type=section&id=12.%20Trade%20and%20Other%20Payables) As of April 30, 2025, total trade and other payables increased to HK$142 million from HK$111 million in the prior year, primarily due to a substantial rise in trade payables from HK$15.487 million to HK$70.257 million, while contract liabilities (customer advances) decreased Trade and Other Payables Details | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Payables | 70,257 | 15,487 | | Other Accruals and Payables | 33,895 | 36,357 | | Contract Liabilities | 37,960 | 58,696 | | **Total** | **142,112** | **110,540** | - The amount due to the ultimate holding company is approximately **HK$46.074 million**, which is **unsecured, interest-free, and repayable on demand**[43](index=43&type=chunk)[6](index=6&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business and financial performance, liquidity, human resources, and future outlook [Business Review](index=15&type=section&id=Business%20Review) Despite a challenging operating environment with stagnant watch wholesale and significantly reduced fertilizer trading due to price declines and export policy tightening, the Group achieved overall revenue and profit growth by leveraging its compound fertilizer manufacturing and sales business and implementing strict cost controls - Urea export volume significantly decreased by approximately **94.3% year-on-year** due to tightening export policies[45](index=45&type=chunk) - Compound fertilizer trading volume decreased by approximately **45.4% year-on-year**, but increased domestic urea trading volume partially offset the impact[45](index=45&type=chunk) - The compound fertilizer manufacturing business produced **27,486 tons** and sold **26,339 tons** for the year, becoming the primary driver of performance growth[46](index=46&type=chunk) [Financial Review](index=16&type=section&id=Financial%20Review) Total revenue increased by 7.4% to HK$77.2 million this year, primarily driven by an 87.4% growth in compound fertilizer manufacturing and sales revenue, which offset a 54.0% decline in trading business revenue, leading to increased profit before tax and profit attributable to owners despite a 46.0% decrease in gross profit due to significant reductions in operating expenses like freight and staff costs Key Financial Item Changes | Item | 2025 (HK$ Million) | 2024 (HK$ Million) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 77.2 | 71.9 | +7.4% | | Gross Profit | 22.4 | 41.5 | -46.0% | | Selling and Distribution Costs | 9.4 | 21.1 | -55.5% | | Administrative Expenses | 8.1 | 18.0 | -55.0% | | Profit Before Tax | 6.9 | 4.5 | +53.3% | | Profit Attributable to Owners | 5.4 | 1.3 | +315.4% | [Financial Position and Liquidity](index=17&type=section&id=Financial%20Position%20and%20Liquidity) The Group maintains a robust financial position, primarily funded by operating cash flow and loans from its ultimate holding company, with total cash and cash equivalents increasing to HK$127 million at the reporting period end, a current ratio of approximately 1.1 times, and a net cash position without capital gearing - As of April 30, 2025, total cash and cash equivalents were approximately **HK$127.1 million**, a significant increase from **HK$65.8 million** in the prior year[54](index=54&type=chunk) - The current ratio (current assets/current liabilities) remained at approximately **1.1 times** in both years[54](index=54&type=chunk) - The Group maintains a **net cash position**, thus the capital gearing ratio is not applicable[54](index=54&type=chunk) [Human Resources](index=17&type=section&id=Employees%20and%20Remuneration%20Policy) As of April 30, 2025, the Group's total number of employees decreased to 57 from 62, and total remuneration costs significantly declined to approximately HK$9.7 million from HK$18.7 million, reflecting the Group's cost control measures Employee and Remuneration Overview | Item | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees (Period End) | 57 | 62 | | Total Remuneration Costs (HK$ Million) | 9.7 | 18.7 | [Debts and Charges on Assets](index=18&type=section&id=Debts%20and%20Charges%20on%20Assets) At the reporting period end, the Group had no bank borrowings, asset charges, bank facilities, or financial derivative instruments, indicating a simple financial structure - As of April 30, 2025 and 2024, the Group had **no bank borrowings or any charges on assets**[58](index=58&type=chunk) [Significant Investments and Commitments](index=18&type=section&id=Significant%20Investments%20and%20Capital%20Commitments) At the reporting period end, the Group had no significant investments, major investment plans, significant capital commitments, or significant contingent liabilities - As of April 30, 2025, the Group had **no significant investments, major capital asset plans, significant capital commitments, or significant contingent liabilities**[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Outlook](index=18&type=section&id=Outlook) Looking ahead, domestic fertilizer demand is expected to grow, though prices will fluctuate due to various factors, and environmental policies may increase production costs, while export policies are unlikely to ease in the short term, continuing to impact export business; the Group will focus on strengthening production management, developing environmentally friendly and efficient fertilizer products, and optimizing sales channels to enhance competitiveness - Domestic fertilizer demand is expected to grow, but **export policies are unlikely to ease in the short term**, which will continue to affect export business[64](index=64&type=chunk) - The Group's future strategic focus is on **strengthening production management**, developing **environmentally friendly and high-efficiency fertilizer products**, and **optimizing sales channels**[65](index=65&type=chunk) [Corporate Governance and Other Information](index=18&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section details the company's corporate governance practices, compliance statements, and other relevant shareholder information [Annual General Meeting and Dividends](index=19&type=section&id=Annual%20General%20Meeting%20and%20Dividends) The Board has resolved not to recommend any final dividend for the year, and the company's upcoming Annual General Meeting is expected to be held on October 17, 2025 - The Board does not recommend the payment of any final dividend for the year ended April 30, 2025[63](index=63&type=chunk) - The Annual General Meeting is expected to be held on **October 17, 2025**[66](index=66&type=chunk) [Compliance Statement](index=19&type=section&id=Compliance%20Statement) During the year, the company and its directors complied with the Model Code for Securities Transactions by Directors of Listed Issuers, did not purchase, sell, or redeem any listed securities, and maintained sufficient public float - All Directors confirmed compliance with the **Model Code for Securities Transactions by Directors of Listed Issuers** throughout the year[69](index=69&type=chunk) - The company did not repurchase any securities during the year and maintained a **sufficient public float** as required by the Listing Rules[70](index=70&type=chunk)[72](index=72&type=chunk) [Corporate Governance Practices](index=20&type=section&id=Corporate%20Governance%20Practices) The company has adopted and largely complied with the Corporate Governance Code, with three deviations: the Board did not meet quarterly, the Chairman and Chief Executive Officer roles are combined, and the Chairman was unable to attend the 2024 AGM - Deviation from Code Provision C.5.1: The Board held **two regular meetings** during the year, not quarterly, due to the Group's relatively simple operations[74](index=74&type=chunk) - Deviation from Code Provision C.2.1: Mr. Liu Guoqing holds both Chairman and Chief Executive Officer roles, which the Board believes enhances management efficiency[75](index=75&type=chunk) - Deviation from Code Provision F.2.2: The Chairman was **unable to attend the 2024 Annual General Meeting** due to business commitments[76](index=76&type=chunk) [Audit Committee Review](index=21&type=section&id=Audit%20Committee%20Review%20of%20Annual%20Results) The Audit Committee has reviewed the Group's annual results and audited consolidated financial statements, deeming them prepared in compliance with applicable accounting standards and Listing Rules with adequate disclosures, and the independent auditor, Fan Chan & Co. CPA Limited, confirmed consistency with the audited statements - The Audit Committee has reviewed the **audited consolidated financial statements and annual results** for the year[77](index=77&type=chunk) - Independent auditor Fan Chan & Co. CPA Limited confirmed that the financial data in this announcement is **consistent with the amounts in the audited consolidated financial statements**[78](index=78&type=chunk)

Contents 目錄 Contents 目錄 | Corporate Information 公司資料 Corporate Information公司資料 | 2 2 | | --- | --- | | Financial Highlights 財務摘要 Financial Highlights財務摘要 | 7 6 | | Directors' Statement 董事述言 Directors' Statement董事述言 | 9 8 | | Management Discussion and Analysis 管理層討論與分析 Management Discussion and Analysis管理層討論與分析 | 12 13 | | Biographical Details of Directors and Senior Management Biographical Details of Directors and Senior Management | 26 25 | | 董事及高層管理人員之履歷詳情 董事及高層管理人員之履歷詳情 | | | Corporate Governance Report企 ...