[Financial Performance](index=1&type=section&id=Financial%20Performance) [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended June 30, 2025, the company's revenue significantly increased, but it still recorded a substantial loss, with basic and diluted loss per share narrowing Key Financial Data from Consolidated Statement of Profit or Loss | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 111,895 | 67,319 | +66.22% | | Gross Profit | 40,967 | 27,436 | +49.32% | | Operating Loss | (41,142) | (259,484) | -84.15% | | Loss for the Year | (73,087) | (274,610) | -73.40% | | Loss Attributable to Owners of the Company | (72,363) | (271,967) | -73.47% | | Basic and Diluted Loss Per Share (HKD) | (0.47) | (1.76) | -73.29% | [Consolidated Statement of Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended June 30, 2025, the company's total comprehensive expenses significantly decreased, primarily due to a narrower loss for the year and improved currency exchange differences Key Data from Consolidated Statement of Comprehensive Income | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Year | (73,087) | (274,610) | -73.40% | | Gain (Loss) on Revaluation of Owner-Occupied Property | 675 | (625) | +208.00% | | Currency Translation Differences | 1,305 | (7,486) | +117.43% | | Total Other Comprehensive Expenses for the Year | 1,980 | (8,111) | +124.41% | | Total Comprehensive Income/(Expenses) for the Year | (71,107) | (282,721) | -74.84% | | Comprehensive Expenses Attributable to Owners of the Company | (70,375) | (280,081) | -74.87% | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's total assets and current assets increased, but current liabilities and total liabilities also rose significantly, leading to a further expansion of net liabilities and equity deficiency Key Data from Consolidated Statement of Financial Position | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 157,557 | 114,600 | +37.48% | | Current Assets | 142,593 | 100,056 | +42.51% | | Current Liabilities | 621,701 | 508,019 | +22.38% | | Net Current Liabilities | (479,108) | (407,963) | +17.44% | | Net Liabilities | (491,415) | (420,308) | +16.92% | | Equity Deficiency | (491,415) | (420,308) | +16.92% | [Notes](index=6&type=section&id=Notes) [General Information](index=6&type=section&id=General%20Information) The company is incorporated in Bermuda, primarily engaged in technology and operational services for China's public welfare lottery industry, R&D, production, and sales of natural and healthy foods, and eco-tourism project development and operation - The Group is principally engaged in (i) providing technology and operational services for lottery systems, terminal equipment, and game products in China's public welfare lottery industry; (ii) research and development, processing, production, and sales of natural and healthy foods; and (iii) development and operation of eco-tourism projects[8](index=8&type=chunk) [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, measured at historical cost, with some assets and liabilities stated at revalued amounts or fair value. Significant uncertainties exist regarding the company's ability to continue as a going concern, and management has formulated multiple measures to address liquidity needs - For the year ended June 30, 2025, the Group incurred a net loss of approximately **HKD 73,087,000**, and as of that date, the Group's current liabilities exceeded its current assets by approximately **HKD 479,108,000**, and net liabilities exceeded total assets by approximately **HKD 491,415,000**, indicating significant uncertainties that may cast substantial doubt on the Group's ability to continue as a going concern[11](index=11&type=chunk) - Management has identified several initiatives to address the Group's liquidity needs, including formulating debt restructuring plans, securing working capital support from new investors, accelerating accounts receivable collection, and controlling administrative costs[12](index=12&type=chunk)[13](index=13&type=chunk) - Revisions to Hong Kong Financial Reporting Standards and Interpretations applied in the current year had no significant impact on the Group's financial position and performance for the current and prior years, and/or the disclosures in these consolidated financial statements[14](index=14&type=chunk) [Revenue](index=9&type=section&id=Revenue) For the year ended June 30, 2025, the Group's revenue significantly increased by **66.22%**, primarily driven by sales of lottery terminals and related equipment, while sales of natural and healthy foods decreased substantially Revenue Analysis | Business Type | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of Lottery Terminals and Related Equipment | 71,550 | 22,715 | +215.00% | | Sales of Natural and Healthy Foods | 30 | 2,464 | -98.78% | | Provision of Technical and Maintenance Services | 37,656 | 39,432 | -4.49% | | Provision of Eco-Tourism Operation and Management Services | 2,659 | 2,708 | -1.79% | | **Total Revenue** | **111,895** | **67,319** | **+66.22%** | [Segment Information](index=9&type=section&id=Segment%20Information) The Group is divided into three reportable segments: lottery systems, natural and healthy foods, and eco-tourism. The lottery systems segment achieved significant revenue and profit growth in 2025, while natural and healthy foods and eco-tourism segments saw relatively stable or declining revenue, though the eco-tourism segment's loss narrowed. Both assets and liabilities of the lottery systems segment increased significantly - The Group's reportable segments include: 1. Lottery systems, terminal equipment, and related products; 2. Natural and healthy foods; 3. Eco-tourism[17](index=17&type=chunk) Segment Revenue and Income/(Loss) | Segment | 2025 Revenue (HKD Thousands) | 2024 Revenue (HKD Thousands) | 2025 Segment Income/(Loss) (HKD Thousands) | 2024 Segment Loss (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | Lottery Systems, Terminal Equipment, and Related Products | 109,206 | 62,147 | 13,544 | (14,308) | | Natural and Healthy Foods | 30 | 2,464 | (133) | (81) | | Eco-Tourism | 2,659 | 2,708 | 785 | (9,322) | | **Total** | **111,895** | **67,319** | **14,196** | **(23,711)** | Segment Assets and Liabilities | Segment | 2025 Assets (HKD Thousands) | 2024 Assets (HKD Thousands) | 2025 Liabilities (HKD Thousands) | 2024 Liabilities (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | Lottery Systems, Terminal Equipment, and Related Products | 94,102 | 63,308 | 132,219 | 73,277 | | Natural and Healthy Foods | 808 | 911 | 11,833 | 11,152 | | Eco-Tourism | 2,220 | 1,849 | 6,162 | 5,464 | | **Total Segments** | **97,130** | **66,068** | **150,214** | **89,893** | [Operating Loss](index=12&type=section&id=Operating%20Loss) The operating loss for the year significantly narrowed, primarily due to increased recognition of inventory costs within cost of sales and services, and a reduction in impairment losses on non-financial assets Components of Operating Loss | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Cost of Sales and Services | 70,928 | 39,883 | | Legal and Professional Fees | 4,039 | 5,307 | | Auditor's Remuneration | 828 | 1,000 | | Depreciation of Property, Plant and Equipment | 853 | 2,076 | | Depreciation of Right-of-Use Assets | 761 | 7,283 | | Inventory Write-off | － | 6,443 | | Impairment of Non-Financial Assets | － | 6,677 | | Research and Development Expenses | 3,149 | 6,169 | [Finance Costs](index=13&type=section&id=Finance%20Costs) Finance costs for the year significantly increased, primarily due to a substantial rise in effective interest expenses on unlisted bonds Components of Finance Costs | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Interest Expense on Bank and Other Borrowings | 6,997 | 9,417 | | Interest Expense on Lease Liabilities | 476 | 543 | | Interest Expense on Amounts Due to a Shareholder | 1,313 | 3,669 | | Interest Expense on Amounts Due to Key Management Personnel of the Group | 1,422 | 2,285 | | Other Interest Expenses | 2,832 | － | | Effective Interest Expense on Unlisted Bonds | 18,257 | 5,458 | | **Total Finance Costs** | **31,297** | **21,372** | [Income Tax Expense/(Credit)](index=13&type=section&id=Income%20Tax%20Expense%2F%28Credit%29) Income tax expense was recorded for the current year, compared to an income tax credit last year, primarily due to changes in deferred tax Income Tax Expense/(Credit) | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Current Tax - China Corporate Income Tax | 1,170 | 80 | | Deferred Tax - Origination and Reversal of Temporary Differences | (522) | (6,326) | | **Income Tax Expense/(Credit)** | **648** | **(6,246)** | - Hong Kong profits tax rate is **16.5%**, and the Group had no assessable profits in both years, thus no Hong Kong profits tax provision. Chinese subsidiaries are subject to a corporate income tax rate of **25%**, with high-tech enterprises enjoying a preferential tax rate of **15%**[23](index=23&type=chunk) [Loss Per Share](index=14&type=section&id=Loss%20Per%20Share) Basic and diluted loss per share attributable to owners of the company was **HKD 0.47**, a significant narrowing from last year, with basic and diluted losses being identical due to the absence of potentially dilutive ordinary shares Loss Per Share | Indicator | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Basic Loss Per Share | (0.47) | (1.76) | | Diluted Loss Per Share | (0.47) | (1.76) | - Loss per share is calculated by dividing the loss attributable to owners of the company by the weighted average number of ordinary shares outstanding during the reporting period, which was **154,422,109 shares** (2024: **154,422,009 shares**)[25](index=25&type=chunk) - No diluted loss per share is presented for both years as there were no potentially dilutive ordinary shares outstanding[26](index=26&type=chunk) [Trade and Other Receivables](index=14&type=section&id=Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables significantly increased, primarily driven by growth in trade receivables, while loss allowance substantially decreased Analysis of Trade and Other Receivables | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Lease Receivables | - | 924 | | Trade Receivables – Goods and Services | 19,797 | 16,761 | | Less: Loss Allowance | (3,480) | (12,649) | | **Total Trade and Other Receivables** | **16,317** | **5,036** | Ageing Analysis of Trade and Other Receivables | Ageing | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Less than 3 months | 15,167 | 3,176 | | More than 3 months but less than 1 year | 1,150 | 1,860 | | **Total** | **16,317** | **5,036** | [Trade and Other Payables](index=15&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables significantly increased from last year, primarily concentrated in the less than three months ageing category Ageing Analysis of Trade and Other Payables | Ageing | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Less than 3 months | 4,567 | 971 | | More than 3 months but less than 1 year | － | 247 | | More than 1 year | 1,352 | 1,267 | | **Total** | **5,919** | **2,485** | [Share Capital](index=15&type=section&id=Share%20Capital) As of June 30, 2025, the number and amount of the company's authorized ordinary shares and issued and fully paid ordinary shares remained unchanged Share Capital Structure | Item | Number of Shares | HKD Thousands | | :--- | :--- | :--- | | Authorized Ordinary Share Capital (HKD 0.50 par value per share) | 250,000,000 | 125,000 | | Issued and Fully Paid Ordinary Share Capital (HKD 0.50 par value per share) | 154,422,109 | 77,211 | [Dividends](index=15&type=section&id=Dividends) The Board does not propose to declare a final dividend for the year ended June 30, 2025, consistent with the prior year - The Board does not propose to declare a final dividend for the year ended June 30, 2025 (2024: nil)[30](index=30&type=chunk) [Management Discussion and Analysis](index=16&type=section&id=Management%20Discussion%20and%20Analysis) [China Lottery Market](index=16&type=section&id=China%20Lottery%20Market) China's lottery market performed well from H2 2024 to H1 2025, with sales revenue reaching a record high, driven by significant growth in sports betting lottery, and increases in both welfare and sports lotteries - In the first half of 2025, national lottery sales revenue reached approximately **RMB 317.9 billion**, setting a new historical high for the same period[31](index=31&type=chunk) National Lottery Sales from July 2024 to June 2025 | Indicator | Amount (RMB 100 Million) | Year-on-Year Growth (%) | | :--- | :--- | :--- | | Total National Lottery Sales | 6,328.62 | +3.0% | | Welfare Lottery Sales | 2,100.47 | +0.2% | | Sports Lottery Sales | 4,228.15 | +4.5% | | Lotto-type Lottery Sales | 1,781.32 | -2.4% | | Instant Lottery Sales | 1,204.30 | -8.5% | | Sports Betting Lottery Sales | 2,931.45 | +13.4% | | Keno-type Lottery Sales | 411.54 | -1.4% | [China Eco-Tourism Market](index=16&type=section&id=China%20Eco-Tourism%20Market) China's tourism market size is projected to exceed **RMB 7.3 trillion** in 2025, with 6.07 billion tourist trips, characterized by "total growth and structural differentiation." The market faces challenges like rationalized consumption and over-reliance on ticket revenue, necessitating a future focus on high-end customization, technological efficiency, and policy alignment - China's tourism industry market size is projected to exceed **RMB 7.3 trillion** in 2025, with a year-on-year growth of approximately **8.7%**; tourist trips are expected to reach **6.07 billion**, an **8.1%** year-on-year increase[33](index=33&type=chunk) - Consumption characteristics show a slowdown in per capita consumption growth to **5%-6%**, reflecting a trend towards rationalized consumption[33](index=33&type=chunk) - The tourism market will exhibit "total growth and structural differentiation," with growth momentum shifting from "traffic expansion" to "value cultivation," requiring enterprises to focus on high-end customization, cost-effective county markets, technological efficiency (AI+smart tourism), and policy alignment[34](index=34&type=chunk) [Business Review and Outlook](index=17&type=section&id=Business%20Review%20and%20Outlook) The Group continues to develop its lottery business, maintaining an advantage in computer-based lottery and winning multiple provincial projects. Overseas operations launched new game products in the Philippines, and smart retail solutions are developed. Video lottery business faces legal disputes. Eco-tourism projects have been terminated. Natural health food business operates steadily, adjusting product and operational strategies to meet market challenges and seize "diamond era" opportunities [Lottery Business](index=17&type=section&id=Lottery%20Business) The Group maintains steady development in the computer-based lottery business, with its subsidiaries recognized in the industry for lottery terminal equipment and technical systems, consistently winning provincial lottery agency terminal procurement and system software maintenance/development projects - The Group's services for Guangdong Welfare Lottery achieved sales of **RMB 24.16 billion**, a **7.2%** year-on-year increase, securing its position as the top provincial welfare lottery seller[36](index=36&type=chunk) - In the sports lottery sector, the Group successively won terminal procurement projects in Guizhou, Guangxi, Shaanxi, Inner Mongolia, Henan, Sichuan, Guangdong, Shanxi, Zhejiang, and other provinces, also providing terminal maintenance services[36](index=36&type=chunk) - In June 2025, the Group again won the maintenance and development project for the Guangdong Welfare Lottery computer-based lottery sales management system[36](index=36&type=chunk) [Overseas Business](index=18&type=section&id=Overseas%20Business) The Group is deeply rooted in the Philippine market, having completed development of two digital game products; due to the mid-term elections, project launch is adjusted to September 2025, with plans for market promotion via local payment platforms - The Group has completed the development of two digital game products based on popular local games, which have passed testing and verification by designated professional institutions[37](index=37&type=chunk) - Due to the 2025 Philippine government mid-term elections, the project launch date has been adjusted to September 2025[37](index=37&type=chunk) [Smart Retail](index=18&type=section&id=Smart%20Retail) The Group pioneered the new lottery retail concept, having completed a comprehensive smart retail solution that applies innovative technology to the operation, management, and marketing of lottery sales channels - The Group has completed the development of a comprehensive smart retail solution, including various smart terminal products, as well as systems for smart store management, smart payment, smart marketing, and big data services[38](index=38&type=chunk) [Video Lottery](index=18&type=section&id=Video%20Lottery) The Group's subsidiary, Tianyi Company, was the exclusive equipment provider for China Welfare Lottery's video lottery "Zhongfu Online" and is currently pursuing civil litigation against Zhongcai Online Company for continued use of its terminals after contract expiry without compensation - Tianyi Company filed a civil lawsuit with the Beijing High People's Court in 2016, demanding Zhongcai Online Company pay compensation for the continued use of Tianyi Company's terminals after the contract expired[39](index=39&type=chunk) [China Eco-Tourism Business](index=19&type=section&id=China%20Eco-Tourism%20Business) The Group's cooperation with Jiyuan City Culture and Tourism Group on the Wangwushan and Wulongkou scenic area projects terminated on June 30, 2025 - The services provided by the Group to Jiyuan City Culture and Tourism Group terminated on June 30, 2025[40](index=40&type=chunk) [Natural Health Food Business](index=19&type=section&id=Natural%20Health%20Food%20Business) China's "medicine and food homology" industry has exceeded **RMB 265 billion**, with the Group's natural health food business operating steadily, actively exploring customer needs and expanding online/offline sales channels. The market faces challenges like false advertising, lack of standards, and homogeneous competition; future plans include enhancing competitiveness through brand traceability and private domain marketing - In 2024, China's "medicine and food homology" industry market size exceeded **RMB 265 billion**, becoming one of the largest natural health food markets globally[41](index=41&type=chunk) - The Group's natural health food business adopts a dual online and offline approach, promoting sales through e-commerce platforms, mini-programs, and community partnerships[41](index=41&type=chunk) - The market is transitioning from "niche high-end" to "mass health consumption"; the Group will establish health brand labels by combining forest food certification and blockchain traceability technology, and expand cooperation channels such as private communities, distribution leaders, and Xiaohongshu influencers[42](index=42&type=chunk) [Outlook](index=20&type=section&id=Outlook) Global capital is flowing into the Chinese market, demonstrating strong economic resilience, proactive policy efforts, and accelerated growth of new quality productive forces. The lottery industry continues healthy development, and the Group will focus on core lottery businesses, expand overseas markets, and integrate resources to drive eco-tourism and natural health food business development - In the first half of 2025, China's economy withstood external pressures to achieve a **5.3%** GDP growth, with northbound funds seeing a net inflow exceeding **RMB 80 billion**, reflecting international capital's confidence in China's economic transformation and upgrading[43](index=43&type=chunk) - China's lottery industry is transitioning from "quantity pursuit" to "quality enhancement," with national lottery sales revenue in the first half of 2025 reaching a historical high for the same period[44](index=44&type=chunk) - The Group will continue to focus on its core lottery business, deepen its presence in key regions and areas, develop overseas lottery businesses, and integrate resources to promote the development of China's eco-tourism and natural health food businesses[44](index=44&type=chunk) [Annual Results Review](index=21&type=section&id=Annual%20Results%20Review) For the year ended June 30, 2025, the Group's operating revenue was approximately **HKD 111.9 million**, a year-on-year increase of approximately **66%**, and loss attributable to owners of the company was approximately **HKD 73.1 million**, a significant narrowing from last year Annual Performance Overview | Indicator | 2025 (HKD Million) | 2024 (HKD Million) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 111.9 | 67.3 | +66.27% | | Loss Attributable to Owners of the Company | 73.1 | 272.0 | -73.12% | [Liquidity, Financial Resources, Gearing Ratio and Capital Structure](index=21&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20Gearing%20Ratio%20and%20Capital%20Structure) As of June 30, 2025, the Group's equity deficiency and net current liabilities both increased, with a gearing ratio as high as **411.9%**. The company previously faced a winding-up petition due to convertible bond default, later issuing new bonds through an exchange proposal - As of June 30, 2025, the Group's total equity deficiency was approximately **HKD 491.4 million** (2024: approximately **HKD 420.3 million**)[50](index=50&type=chunk) - The Group's net current liabilities were approximately **HKD 479.1 million** (2024: approximately **HKD 408.0 million**)[50](index=50&type=chunk) - The Group's gearing ratio (total liabilities divided by total assets) was approximately **411.9%** (2024: **466.8%**)[50](index=50&type=chunk) - The New Option 1 Bonds defaulted on November 10, 2023, and the company received a winding-up petition, which was later withdrawn on November 13, 2024. On July 9, 2025, the New Option 1 Bonds were cancelled and written down through an exchange proposal, with new bonds issued for a principal amount of approximately **HKD 195.4 million**[48](index=48&type=chunk)[49](index=49&type=chunk) [Foreign Exchange Risk](index=22&type=section&id=Foreign%20Exchange%20Risk) All of the Group's assets, liabilities, and transactions are denominated in HKD, USD, or RMB, and the Group believes its current operations are minimally affected by foreign exchange risk - All of the Group's assets, liabilities, and transactions are denominated in HKD, USD, or RMB, and the Group believes its current operations are minimally affected by foreign exchange risk[51](index=51&type=chunk) [Contingent Liabilities](index=22&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities (2024: nil)[52](index=52&type=chunk) [Employees](index=22&type=section&id=Employees) As of June 30, 2025, the Group employed **204** full-time employees, an increase from last year. The company offers diverse compensation, benefits, and training programs, and has adopted a share option scheme - As of June 30, 2025, the Group employed **204** full-time employees (2024: **196**)[53](index=53&type=chunk) - Employee remuneration is based on performance and experience, with benefits including performance bonuses, provident funds, medical insurance, and social welfare benefits mandated by the Chinese government. The Group has also adopted a share option scheme[53](index=53&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=22&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the year ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - Save as disclosed in this announcement, for the year ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[54](index=54&type=chunk) [Other Information](index=22&type=section&id=Other%20Information) [Summary of Independent Auditor's Report](index=22&type=section&id=Summary%20of%20Independent%20Auditor%27s%20Report) The auditor disclaimed an opinion on the Group's consolidated financial statements, primarily due to significant uncertainties regarding the company's ability to continue as a going concern, including continuous losses, liabilities exceeding assets, loan defaults, and winding-up petitions, and an inability to assess the reasonableness of management's cash flow forecasts - The auditor disclaimed an opinion on the Group's consolidated financial statements due to insufficient and inappropriate audit evidence[55](index=55&type=chunk) - Significant uncertainties exist that may cast substantial doubt on the Group's ability to continue as a going concern, including net losses, current liabilities exceeding current assets, total liabilities exceeding total assets, default on secured loans and convertible bonds, and a winding-up petition[56](index=56&type=chunk) - The auditor was unable to assess whether the assumptions used in the Group's cash flow forecasts were appropriate or reasonable to support the use of the going concern basis in preparing these consolidated financial statements[57](index=57&type=chunk) [Audit Committee's View on Disclaimer of Opinion](index=24&type=section&id=Audit%20Committee%27s%20View%20on%20Disclaimer%20of%20Opinion) The Audit Committee reviewed and agreed with management's view on going concern and its action plan, believing the plan will address the auditor's disclaimer of opinion - The Audit Committee reviewed the disclaimer of opinion related to going concern and discussed the Group's financial position and measures taken by the company with the auditor[58](index=58&type=chunk) - The Audit Committee agreed with management's view on going concern and the Group's action plan, believing the action plan will resolve the disclaimer of opinion[58](index=58&type=chunk) [Changes in Directors](index=24&type=section&id=Changes%20in%20Directors) From July 1, 2024, to the announcement date, there were multiple changes in Board members, including resignations, re-designations, and appointments of independent non-executive directors and executive directors, as well as changes in Chairman and CEO positions - Mr. Chen Minghui resigned as an independent non-executive director, Chairman of the Audit and Remuneration Committees, and member of the Nomination Committee on **July 19, 2024**[60](index=60&type=chunk) - Dr. Meng Zhijun was re-designated as Chairman of the Audit Committee, Chairman of the Remuneration Committee, and member of the Nomination Committee, later re-designated as Chairman of the Nomination Committee[60](index=60&type=chunk) - Mr. Di Ling resigned as Chairman of the Board and Chairman of the Nomination Committee on **September 4, 2024**[60](index=60&type=chunk) - Ms. Zhu Xinxin was appointed as Chief Executive Officer and member of the Nomination Committee effective **November 22, 2024**[60](index=60&type=chunk) [Change of Bermuda Share Registrar](index=24&type=section&id=Change%20of%20Bermuda%20Share%20Registrar) Effective **December 31, 2024**, the company's principal share registrar in Bermuda changed to Appleby Global Corporate Services (Bermuda) Limited - Effective **December 31, 2024**, the company's principal share registrar in Bermuda changed to Appleby Global Corporate Services (Bermuda) Limited[59](index=59&type=chunk) [Change of Head Office and Principal Place of Business](index=25&type=section&id=Change%20of%20Head%20Office%20and%20Principal%20Place%20of%20Business) Effective **May 19, 2025**, the company's head office and principal place of business in Hong Kong changed to Unit 1202, 12/F, Landmark South, 39 Yip Kan Street, Wong Chuk Hang, Hong Kong - Effective **May 19, 2025**, the company's head office and principal place of business in Hong Kong changed to Unit 1202, 12/F, Landmark South, 39 Yip Kan Street, Wong Chuk Hang, Hong Kong[61](index=61&type=chunk) [Corporate Governance](index=25&type=section&id=Corporate%20Governance) For the year ended June 30, 2025, the company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules, with deviations regarding the Chairman's rotation and the undifferentiated roles of Chairman and CEO - For the year ended June 30, 2025, the company complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules, except for a deviation where the Chairman did not retire by rotation as required by the code provisions[62](index=62&type=chunk) - Effective **November 22, 2024**, Executive Director Ms. Zhu Xinxin was appointed as Chief Executive Officer, but the company has not appointed a Chairman, leading to an undifferentiated role between Chairman and CEO; the Board is currently seeking a suitable candidate[62](index=62&type=chunk) [Required Standard for Securities Transactions by Directors](index=25&type=section&id=Required%20Standard%20for%20Securities%20Transactions%20by%20Directors) The company has adopted the Model Code as the code of conduct for directors' securities transactions, and all directors confirmed compliance with this standard for the year ended June 30, 2025 - The company adopted the Model Code as the code of conduct for its directors' securities transactions, and all directors confirmed their compliance with the required standards set out in the Model Code for the year ended June 30, 2025[63](index=63&type=chunk) [Audit Committee](index=25&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviewed and discussed the Group's accounting principles, internal controls, and financial reporting matters with management, and approved the audited consolidated results - The Audit Committee currently comprises three independent non-executive directors of the company: Dr. Meng Zhijun, Mr. Duan Xinxiao, and Mr. Liu Fei[64](index=64&type=chunk) - The Audit Committee reviewed and discussed the Group's adopted accounting principles and practices, as well as audit, internal control, and financial reporting matters with management. These audited consolidated results were reviewed by the Audit Committee and approved by the Board[64](index=64&type=chunk) [Annual Results Review (Auditor's Agreement)](index=26&type=section&id=Annual%20Results%20Review%20%28Auditor%27s%20Agreement%29) The information contained in this announcement regarding the consolidated financial statements and related notes for the year ended June 30, 2025, has been agreed by the Group's auditor, Evergreen (Hong Kong) CPA Limited, to be consistent with the amounts in the audited consolidated financial statements - The information contained in this announcement regarding the company's consolidated statement of profit or loss, consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, and related notes for the year ended June 30, 2025, has been agreed by the Group's auditor, Evergreen (Hong Kong) CPA Limited, to be consistent with the amounts in the company's audited consolidated financial statements for the year ended June 30, 2025[65](index=65&type=chunk)

[Disclaimer](index=1&type=section&id=%E5%85%8D%E8%B2%AC%E8%81%B2%E6%98%8E) Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited disclaim responsibility for the accuracy or completeness of this announcement - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the content of this announcement, make no statement as to its accuracy or completeness, nor accept any liability for any loss arising from reliance on its contents[1](index=1&type=chunk) [Consolidated Financial Statements](index=1&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the group's consolidated financial statements, including statements of profit or loss, financial position, and changes in equity [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&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) For the year ended June 30, 2025, group revenue significantly decreased by **27.3%** to **HK$578,819 thousand**, leading to a near halving of gross profit, with loss for the year expanding to **HK$142,908 thousand** and basic and diluted loss per share at **HK$1.20** | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 578,819 | 795,700 | -27.3% | | Cost of sales | (543,406) | (728,476) | -25.4% | | Gross profit | 35,413 | 67,224 | -47.3% | | Loss before tax | (150,036) | (110,956) | +35.2% | | Loss for the year | (142,908) | (89,247) | +60.1% | | Loss attributable to owners of the Company | (142,306) | (88,516) | +60.8% | | Loss per share (HK$) | (1.20) | (0.75) | +60.0% | - Net loss from fair value changes of investment properties significantly decreased from **HK$86,834 thousand** in 2024 to **HK$28,511 thousand** in 2025, but impairment loss on intangible assets reversed from a **HK$1,087 thousand** write-back in 2024 to a **HK$87,693 thousand** loss in 2025[2](index=2&type=chunk) [Consolidated Statement of Financial Position](index=3&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the group's total net assets were **HK$616,501 thousand**, a **22.8%** decrease year-on-year, primarily due to reductions in investment properties and intangible assets | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 617,366 | 1,008,628 | -38.8% | | Investment properties | 281,822 | 586,369 | -51.9% | | Intangible assets | 308,171 | 395,849 | -22.2% | | Total current assets | 293,442 | 358,687 | -18.1% | | Total current liabilities | 260,910 | 404,822 | -35.6% | | Net current assets/(liabilities) | 32,532 | (46,135) | Improved | | Total net assets | 616,501 | 798,726 | -22.8% | - Net trade receivables decreased from **HK$84,113 thousand** in 2024 to **HK$46,076 thousand** in 2025, reflecting lower sales or improved collection efficiency[4](index=4&type=chunk)[53](index=53&type=chunk) [Consolidated Statement of Changes in Equity](index=5&type=section&id=%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) For the year ended June 30, 2025, equity attributable to owners of the Company decreased from **HK$800,489 thousand** to **HK$619,073 thousand**, mainly due to expanded loss for the year and negative foreign exchange reserve movements | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company (beginning of period) | 800,489 | 889,204 | -88,715 | | Loss for the year | (142,306) | (88,516) | -53,790 | | Movement in exchange reserve | (41,314) | (432) | -40,882 | | Disposal of a subsidiary (property revaluation reserve transferred out) | – | – | -56,759 (transferred out) | | Share option payments | 2,204 | 233 | +1,971 | | Equity attributable to owners of the Company (end of period) | 619,073 | 800,489 | -181,416 | - Disposal of a subsidiary resulted in a transfer out of **HK$56,759 thousand** from property revaluation reserve, reducing accumulated losses by the same amount, with no net impact on total equity[6](index=6&type=chunk) [Notes to the Consolidated Financial Statements](index=6&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section provides detailed notes and explanations supporting the consolidated financial statements, covering accounting policies, segment information, and other financial disclosures [Organization and Operations](index=6&type=section&id=%E7%B5%84%E7%B9%94%E5%8F%8A%E7%B6%93%E7%87%9F) Star Properties Group (Holdings) Limited is incorporated in Bermuda with shares listed on the Hong Kong Stock Exchange, primarily engaged in cable and wire manufacturing, copper rod trading, property holding, financial services, and mining rights - The Company is an investment holding company, with subsidiaries primarily engaged in cable and wire manufacturing and trading, copper rod trading, property holding, providing financial services, and holding mining rights[7](index=7&type=chunk) [Adoption of Hong Kong Financial Reporting Standards](index=6&type=section&id=%E6%8E%A1%E7%B4%8D%E9%A6%99%E6%B8%AF%E8%B2%A1%E5%8B%99%E5%A0%B1%E5%91%8A%E6%BA%96%E5%89%87%E6%9C%83%E8%A8%88%E6%BA%96%E5%89%87) The Group adopted several new or revised HKFRS accounting standards effective July 1, 2024, with no material impact on current or prior year results, and anticipates significant presentation and disclosure impacts from HKFRS 18 in the future - New or revised Hong Kong Financial Reporting Standards accounting standards effective July 1, 2024, had no material impact on the Group's results or financial position for the current or prior years[9](index=9&type=chunk) - HKFRS 18 "Presentation and Disclosure in Financial Statements" will replace HKAS 1, with significant updates to the presentation requirements of the consolidated statement of profit or loss, expected to have a material impact on the presentation and disclosure of certain items[11](index=11&type=chunk) [Basis of Preparation](index=8&type=section&id=%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) The consolidated financial statements are prepared in accordance with HKFRS and Hong Kong Companies Ordinance disclosure requirements, on a historical cost basis, with certain financial instruments and investment properties measured at fair value; despite losses and cash outflows, the directors deem the going concern basis appropriate due to planned improvements - The consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments and investment properties which are measured at fair value[14](index=14&type=chunk) - Despite the Group recording a loss of **HK$142,908 thousand** in 2025, net cash outflow from operating activities of **HK$81,265 thousand**, and borrowings of **HK$178,405 thousand**, the directors consider the preparation of financial statements on a going concern basis appropriate, given measures to enhance profitability, streamline headcount, control expenses, extend financing terms, and secure additional financing[15](index=15&type=chunk) [Revenue](index=9&type=section&id=%E6%94%B6%E7%9B%8A) For the year ended June 30, 2025, the Group's total revenue was **HK$578,819 thousand**, a **27.3%** decrease year-on-year, with revenue from sales of goods at **HK$564,028 thousand** and rental income at **HK$14,791 thousand** | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of goods | 564,028 | 785,198 | -28.2% | | Rental income | 14,791 | 10,502 | +40.8% | | **Total Revenue** | **578,819** | **795,700** | **-27.3%** | [Segment Information](index=9&type=section&id=%E5%88%86%E9%A1%9E%E8%B3%87%E6%96%99) The Group has three reportable segments: cable and wire manufacturing and trading, copper rod trading, and investment properties; in 2025, cable and wire revenue was **HK$187,092 thousand**, copper rod revenue was **HK$376,936 thousand**, and investment property rental income was **HK$14,791 thousand**, all from external customers - The Group has three reportable segments: cable and wire manufacturing and trading, copper rod trading, and investment properties, with mining operations not constituting a business segment due to no activity[17](index=17&type=chunk)[20](index=20&type=chunk) Revenue by Business Segment | Business Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | Change (%) | % of Total Turnover (2025) | | :--- | :--- | :--- | :--- | :--- | | Wire and Cable | 187,092 | 248,137 | -24.6% | 32.3% | | Copper Rod | 376,936 | 537,061 | -29.8% | 65.1% | | Investment Properties (Rental Income) | 14,791 | 10,502 | +40.8% | 2.6% | | **Total** | **578,819** | **795,700** | **-27.3%** | **100%** | Revenue by Geographical Region | Region | 2025 External Customer Revenue (HK$ thousand) | 2024 External Customer Revenue (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | China | 459,079 | 675,323 | -32.0% | | Americas | 27,111 | 30,439 | -10.9% | | Europe | 48,338 | 42,039 | +15.0% | | Hong Kong | 13,555 | 15,116 | -10.3% | | Others | 30,736 | 32,783 | -6.2% | | **Total** | **578,819** | **795,700** | **-27.3%** | - In 2025, customers A and B in the copper rod segment contributed **HK$110,358 thousand** and **HK$70,270 thousand** in revenue respectively, representing a significant proportion of the Group's total revenue[32](index=32&type=chunk) [Loss Before Tax](index=15&type=section&id=%E7%A8%85%E5%89%8D%E虧%E6%90%8D) For the year ended June 30, 2025, the Group's loss before tax expanded to **HK$150,036 thousand**, with major expenses including cost of inventories sold of **HK$543,406 thousand**, staff costs of **HK$37,055 thousand**, and research and development expenses of **HK$16,851 thousand** | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Auditor's remuneration | 2,410 | 2,160 | +11.6% | | Depreciation of property, plant and equipment | 3,554 | 3,695 | -3.8% | | Depreciation of right-of-use assets | 1,633 | 1,357 | +20.3% | | Carrying amount of inventories sold | 542,288 | 728,825 | -25.6% | | Write-down of inventories/(reversal of write-down) | 1,118 | (349) | Turned to write-down | | Research and development expenses | 16,851 | 29,490 | -42.9% | | Staff costs (including directors' emoluments) | 37,055 | 44,043 | -15.9% | - In 2025, the Group recognized an inventory write-down of **HK$1,118 thousand**, compared to a write-back of **HK$349 thousand** in 2024, indicating challenges in inventory value management[33](index=33&type=chunk) [Finance Costs](index=15&type=section&id=%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) For the year ended June 30, 2025, the Group's total finance costs decreased by **29.0%** to **HK$13,966 thousand**, primarily comprising interest on borrowings, overdue trade and other payables | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on borrowings | 11,918 | 15,818 | -24.6% | | Interest on lease liabilities | 90 | 171 | -47.4% | | Interest on overdue trade and other payables | 1,880 | 3,519 | -46.6% | | Others | 78 | 145 | -46.2% | | **Total** | **13,966** | **19,653** | **-29.0%** | [Income Tax Credit](index=16&type=section&id=%E6%89%80%E5%BE%97%E7%A8%85%E6%8A%B5%E5%85%8D) For the year ended June 30, 2025, the Group recorded an income tax credit of **HK$7,128 thousand**, mainly from deferred tax, with no Hong Kong profits tax provision due to absence of assessable profits, and a Chinese subsidiary enjoying a **15%** preferential income tax rate as a high-tech enterprise | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current tax for the year | – | – | | Deferred tax for the year | (7,128) | (21,709) | | **Total** | **(7,128)** | **(21,709)** | - No provision for Hong Kong profits tax was made due to the absence of assessable profits[35](index=35&type=chunk) - A Chinese subsidiary was recognized as a high-tech enterprise in December 2022, entitling it to a **15%** preferential income tax rate for a three-year period[36](index=36&type=chunk) [Dividends](index=16&type=section&id=%E8%82%A1%E6%81%AF) The directors do not recommend the payment of any dividends for the years ended June 30, 2025 and 2024 - The Board of Directors does not recommend the payment of any dividends for the years ended June 30, 2025 and 2024[37](index=37&type=chunk) [Loss Per Share](index=17&type=section&id=%E6%AF%8F%E8%82%A1%E虧%E6%90%8D) For the year ended June 30, 2025, basic and diluted loss per share attributable to owners of the Company expanded to **HK$1.20**, compared to **HK$0.75** in the prior year, with diluted loss per share being the same as basic loss per share due to anti-dilutive unexercised share options | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company (HK$ thousand) | (142,306) | (88,516) | Expanded | | Weighted average number of ordinary shares | 118,726,617 | 118,726,617 | No change | | Basic and diluted loss per share (HK$) | (1.20) | (0.75) | Expanded | - The calculation of diluted loss per share for the year ended June 30, 2025, did not assume the exercise of the Company's outstanding unexercised share options, as they had an anti-dilutive effect[39](index=39&type=chunk) [Investment Properties](index=17&type=section&id=%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD) As of June 30, 2025, total investment properties were **HK$281,822 thousand**, a significant **51.9%** decrease year-on-year, primarily due to the disposal of a subsidiary reducing investment properties by **HK$298,248 thousand** and a fair value loss of **HK$28,511 thousand** | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Balance at beginning of period | 586,369 | 669,164 | -82,795 | | Additions | 10,846 | 7,023 | +3,823 | | Fair value changes | (28,511) | (86,834) | +58,323 (loss reduced) | | Disposal of a subsidiary | (298,248) | – | -298,248 | | Exchange adjustments | 11,366 | (2,984) | +14,350 | | **Balance at end of period** | **281,822** | **586,369** | **-304,547** | - Net loss from fair value changes of investment properties significantly decreased from **HK$86,834 thousand** in 2024 to **HK$28,511 thousand** in 2025[40](index=40&type=chunk) [Leases](index=18&type=section&id=%E7%A7%9F%E8%B3%83) As a lessee, the Group leases office buildings and vehicles, with total right-of-use assets of **HK$5,426 thousand** and lease liabilities of **HK$687 thousand**; as a lessor, the Group leases investment properties, with total future rental receivables significantly increasing to **HK$34,698 thousand** - As a lessee, the Group's total right-of-use assets decreased from **HK$6,965 thousand** in 2024 to **HK$5,426 thousand** in 2025, and lease liabilities decreased from **HK$1,797 thousand** to **HK$687 thousand**[42](index=42&type=chunk)[43](index=43&type=chunk) Future Rental Receivables as Lessor | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | **As Lessor: Future Rental Receivables** | | | | | Within one year | 10,292 | 3,994 | +157.7% | | Second year | 10,292 | 1,753 | +487.1% | | Third year | 10,292 | 1,867 | +451.2% | | Fourth year | 3,032 | 1,867 | +62.4% | | Fifth year | 790 | 1,867 | -57.7% | | Over five years | – | 933 | -100.0% | | **Total** | **34,698** | **12,281** | **+182.5%** | [Intangible Assets](index=20&type=section&id=%E7%84%A1%E5%BD%A2%E8%B3%87%E7%94%A2) Intangible assets primarily consist of mining rights in Mongolia, with a net book value of **HK$308,171 thousand** as of June 30, 2025, a **22.2%** decrease year-on-year, due to an impairment loss of **HK$87,693 thousand** recognized this year from lower copper price forecasts and increased operating costs | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net book value of mining rights | 308,171 | 395,849 | -22.2% | | Impairment loss/(reversal) | 87,693 | (1,087) | Turned to loss | - For the year ended June 30, 2025, the Group recognized an impairment loss of approximately **HK$87,693 thousand** on the mining rights cash-generating unit, primarily due to a decrease in forecast copper prices and an increase in forecast operating costs resulting from higher inflation rates in Mongolia[48](index=48&type=chunk) - The mining rights pertain to extraction activities in Nergui, Delgerkhangai Soum, Dundgovi Province, Mongolia, for a period of 30 years expiring on November 23, 2039, renewable twice for 20 years each time[46](index=46&type=chunk) [Interests in Associates](index=21&type=section&id=%E6%96%BC%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E4%B9%8B%E6%AC%8A%E7%9B%8A) As of June 30, 2025, the Group's interest in associate Idea Advertising Holdings Ltd. (and its indirectly held Artland Advertising Hong Kong Limited) was **HK$745 thousand**, with a **49%** equity interest | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Share of net assets | 745 | 745 | - The Group holds a **49%** effective interest in Idea Advertising Holdings Ltd., which is principally engaged in investment holding[50](index=50&type=chunk) [Interests in Joint Ventures](index=22&type=section&id=%E6%96%BC%E5%90%88%E7%87%9F%E4%BC%81%E6%A5%AD%E4%B9%8B%E6%AC%8A%E7%9B%8A) As of June 30, 2025, the Group's interests in joint ventures amounted to **HK$1,370 thousand**, a **55.9%** decrease year-on-year, primarily including Venture Max Limited (investment holding) and Mongolian Copper Mining LLC (mining business, not yet commenced) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Interests in joint ventures | 1,370 | 3,106 | -55.9% | - The Group has joint control over Venture Max Limited and Mongolian Copper Mining LLC, with a **10%** equity interest in both; Mongolian Copper Mining LLC's mining operations have not yet commenced[52](index=52&type=chunk) [Trade and Other Receivables, Loans Receivable, Deposits and Prepayments](index=22&type=section&id=%E6%87%89%E6%94%B6%E8%B3%A6%E9%A0%85%E3%80%81%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E8%B2%B8%E6%AC%BE%E5%8F%8A%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85%E3%80%81%E6%8C%89%E9%87%91%E5%8F%8A%E9%A0%90%E4%BB%98%E6%AC%BE%E9%A0%85) As of June 30, 2025, total trade and other receivables, loans receivable, deposits, and prepayments amounted to **HK$164,625 thousand**, a **27.5%** decrease year-on-year, with net trade receivables significantly declining by **45.2%** to **HK$46,076 thousand** | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net trade receivables | 46,076 | 84,113 | -45.2% | | Net loans receivable | 104,042 | 114,431 | -9.0% | | Prepayments | 6,052 | 7,567 | -20.0% | | Net deposits and other receivables | 2,983 | 11,241 | -73.5% | | Recoverable VAT | 5,472 | 9,665 | -43.4% | | **Total** | **164,625** | **227,017** | **-27.5%** | - The aging analysis of trade receivables shows that amounts due within 30 days decreased from **HK$43,936 thousand** in 2024 to **HK$16,063 thousand** in 2025[54](index=54&type=chunk) - The Group's sales are primarily made on a cash-on-delivery basis and with credit terms of 30 to 120 days (30 to 90 days in 2024)[54](index=54&type=chunk) [Trade and Other Payables, Contract Liabilities and Accruals](index=23&type=section&id=%E6%87%89%E4%BB%98%E8%B3%A6%E9%A0%85%E3%80%81%E5%85%B6%E4%BB%96%E9%A0%90%E6%94%B6%E6%AC%BE%E9%A0%85%E5%8F%8A%E6%87%89%E8%A8%88%E8%B2%BB%E7%94%A8) As of June 30, 2025, total trade and other payables, contract liabilities, and accruals presented under current liabilities amounted to **HK$89,923 thousand**, a significant **63.6%** decrease year-on-year, with trade payables decreasing by **52.0%** to **HK$56,590 thousand** and contract liabilities by **87.1%** to **HK$1,281 thousand** | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 56,590 | 117,763 | -52.0% | | Contract liabilities | 1,281 | 9,935 | -87.1% | | Construction payables | 8,268 | 54,105 | -84.7% | | Other payables and accruals | 14,057 | 61,645 | -77.2% | | **Amount shown under current liabilities** | **89,923** | **247,108** | **-63.6%** | - For the year ended June 30, 2025, contract liabilities of **HK$8,826 thousand** as of July 1, 2024, were recognized as revenue as the related performance obligations were satisfied during the year[57](index=57&type=chunk) [Disposal of a Subsidiary](index=24&type=section&id=%E5%87%BA%E5%94%AE%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8) On November 20, 2024, the Group entered into an agreement to dispose of its entire equity interest in Dongguan Huayi Copper Co., Ltd., a wholly-owned subsidiary, for cash consideration of RMB70,000,000 (approximately HK$76,670,000), with the transaction completed on March 6, 2025, generating a gain of **HK$23,219 thousand** and net cash inflow of **HK$76,638 thousand** - The Group disposed of its entire equity interest in Dongguan Huayi Copper Co., Ltd., a wholly-owned subsidiary, for cash consideration of RMB70,000,000 (approximately **HK$76,670,000**), with the transaction completed on March 6, 2025[58](index=58&type=chunk) Disposal of a Subsidiary Details | Item | Amount (HK$ thousand) | | :--- | :--- | | Net assets disposed of | 85,117 | | Cumulative exchange differences reclassified to profit or loss | (31,666) | | **Gain on disposal** | **23,219** | | Total consideration | 76,670 | | Net cash inflow | 76,638 | [Management Discussion and Analysis](index=25&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) This section provides an overview of the group's financial performance, business operations, future outlook, and key financial management aspects [Financial Performance](index=25&type=section&id=%E8%B2%A1%E5%8B%99%E6%A5%AD%E7%B8%BE) For the year under review, the Group's total turnover was approximately **HK$578,819 thousand**, a **27.3%** decrease year-on-year, with loss attributable to owners of the Company expanding to **HK$142,306 thousand** and loss per share at **HK$1.20** | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total turnover | 578,819 | 795,700 | -27.3% | | Loss attributable to owners of the Company | 142,306 | 88,516 | +60.8% | | Loss per share (HK$) | 1.20 | 0.75 | +60.0% | [Business Review](index=25&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's total turnover decreased by **27.3%** year-on-year, with both wire and cable and copper rod businesses declining due to a weak Chinese economy, while rental income significantly grew by **40.8%** from new factory leases, and mining operations recorded no revenue due to inactivity [Overall Business Performance](index=25&type=section&id=%E6%95%B4%E9%AB%94%E6%A5%AD%E5%8B%99%E8%A1%A8%E7%8F%BE) The Group's total turnover was approximately **HK$578,819 thousand**, a **27.3%** decrease from the prior year, with wire and cable business accounting for **32.3%**, copper rod business for **65.1%**, and rental business for **2.6%** of total turnover | Business Segment | 2025 Turnover (HK$ thousand) | 2024 Turnover (HK$ thousand) | Change (%) | % of Total Turnover (2025) | | :--- | :--- | :--- | :--- | :--- | | Wire and Cable | 187,092 | 248,137 | -24.6% | 32.3% | | Copper Rod Business | 376,936 | 537,061 | -29.8% | 65.1% | | Rental Income | 14,791 | 10,502 | +40.8% | 2.6% | | **Total** | **578,819** | **795,700** | **-27.3%** | **100%** | - By geographical region, turnover from Mainland China and Hong Kong businesses decreased by **31.5%** to **HK$472,634 thousand**, accounting for **81.6%** of total turnover, while European business turnover increased by **15.0%** to **HK$48,338 thousand**[62](index=62&type=chunk) [Wire and Cable Business](index=26&type=section&id=%E9%9B%BB%E7%B7%9A%E5%8F%8A%E9%9B%BB%E7%BA%9C%E6%A5%AD%E5%8B%99) Wire and cable business turnover was approximately **HK$187,092 thousand**, a **24.6%** decrease year-on-year, primarily impacted by weak domestic demand and low consumer confidence in China, leading to soft demand in the home appliance market and reduced customer orders - Wire and cable business turnover decreased by **24.6%** year-on-year, primarily affected by weak domestic demand in China, low consumer confidence, and soft demand in the home appliance market[63](index=63&type=chunk) [Copper Rod Business](index=26&type=section&id=%E9%8A%85%E6%A1%BF%E6%A5%AD%E5%8B%99) Copper rod business turnover was approximately **HK$376,936 thousand**, a **29.8%** decrease year-on-year; despite a steady rise in international copper prices, weak economic conditions in China led to manufacturing contraction, suppressing market demand for copper rods - Copper rod business turnover decreased by **29.8%** year-on-year, primarily due to weak economic conditions in China leading to manufacturing contraction and suppressed market demand[64](index=64&type=chunk) - International copper prices steadily rose during the year under review, with LME 3-month copper prices slightly increasing from approximately **US$9,800** at the beginning of the year to approximately **US$9,845** at year-end[64](index=64&type=chunk) [Rental Income](index=26&type=section&id=%E7%A7%9F%E9%87%91%E6%94%B6%E5%85%A5) Rental income was approximately **HK$14,791 thousand**, a **40.8%** increase year-on-year, mainly due to the Group leasing out its new factory premises in Dongguan, which were subsequently disposed of on March 6, 2025, along with Dongguan Huayi Copper Co., Ltd. - Rental income increased by **40.8%** year-on-year, primarily due to leasing out the new factory premises in Dongguan[65](index=65&type=chunk) - The property was disposed of on March 6, 2025, along with Dongguan Huayi Copper Co., Ltd., as the Group decided to realize the asset given the sluggish local real estate market and capital commitments for the second phase of construction[65](index=65&type=chunk)[66](index=66&type=chunk) [Mining Business](index=27&type=section&id=%E7%A4%A6%E7%94%A2%E6%A5%AD%E5%8B%99) The Group's mineral resources are located in Mongolia, but no revenue was recorded during the year under review as the project has not commenced any production; the Group will continue to monitor local policies, market conditions, and international commodity price trends to prudently formulate strategies - The mining business is located in Mongolia, but no revenue was recorded during the year under review due to no production activities[67](index=67&type=chunk) - The Group focuses on maintaining mining rights compliance and completing necessary maintenance work, but has not yet initiated large-scale capital investments, continuously monitoring policy trends, market conditions, and international commodity price trends[67](index=67&type=chunk) [Outlook](index=27&type=section&id=%E5%B1%95%E6%9C%9B) The Group will focus on its core businesses, consolidating traditional strengths in power and home appliance cables, actively expanding into electric vehicle, robotics, and new energy cable applications, implementing a key account strategy, increasing R&D investment, and optimizing management systems to achieve product upgrades, technological breakthroughs, market share expansion, and sustainable development - The Group will focus on its core businesses, consolidating traditional strengths in power and home appliance cables, and actively expanding into electric vehicle, robotics, and new energy application cable sectors[68](index=68&type=chunk) - Implement a key account strategy, deepening cooperation with core customers to jointly explore industry transformation paths[68](index=68&type=chunk) - Strengthen the technical team, increase independent R&D investment, enhance new product development capabilities, and improve operational efficiency through lean management[69](index=69&type=chunk) - Seize opportunities in new energy and intelligent development to open up new growth points and achieve business diversification and sustainable development[69](index=69&type=chunk) [Final Dividend](index=28&type=section&id=%E6%9C%AB%E6%9C%9F%E8%82%A1%E6%81%AF) The Board of Directors resolved not to declare any final dividend for the year ended June 30, 2025 - The Board of Directors resolved not to declare any final dividend for the year ended June 30, 2025[70](index=70&type=chunk) [Annual General Meeting](index=28&type=section&id=%E8%82%A1%E6%9D%B1%E9%80%B1%E5%B9%B4%E5%A4%A7%E6%9C%83) The Company's 2025 Annual General Meeting will be held on Friday, December 5, 2025 - The 2025 Annual General Meeting will be held on Friday, December 5, 2025[71](index=71&type=chunk) [Closure of Register of Members](index=28&type=section&id=%E6%9A%AB%E5%81%9C%E8%BE%A6%E7%90%86%E8%82%A1%E4%BB%BD%E9%81%8E%E6%88%B6%E7%99%BB%E8%A8%98%E6%89%8B%E7%BA%8C) To determine shareholders' eligibility to attend and vote at the 2025 Annual General Meeting, the Company will suspend its register of members from December 2 to December 5, 2025 (both dates inclusive) - The register of members will be closed from December 2 to December 5, 2025, to determine shareholders' eligibility to attend and vote at the 2025 Annual General Meeting[72](index=72&type=chunk) [Employees and Remuneration Policy](index=29&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of June 30, 2025, the Group employed approximately **350** staff globally, with remuneration policies reviewed periodically based on market levels, company performance, and individual employee performance, and benefits including medical plans, MPF, and state-managed retirement schemes - As of June 30, 2025, the Group employed approximately **350** staff globally, consistent with the prior year[73](index=73&type=chunk) - Remuneration policies are reviewed and determined periodically with reference to market remuneration levels, company performance, and individual employee qualifications and performance[73](index=73&type=chunk) - Employee benefits include medical plans, the Hong Kong Mandatory Provident Fund Scheme, and the China state-managed retirement scheme[73](index=73&type=chunk)[74](index=74&type=chunk) [Liquidity, Financial Resources and Gearing Ratio](index=29&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B2%A0%E5%82%B5%E6%AF%94%E7%8E%87) As of June 30, 2025, the Group's cash and bank balances were approximately **HK$109,000 thousand**, with net current assets of approximately **HK$33,000 thousand** (compared to net current liabilities last year), and a gearing ratio of **0.29**, showing improvement; the Group will continue to prudently manage its financial position and closely monitor liquidity | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Cash and bank balances | 109,000 | 103,000 | +5.8% | | Net current assets/(liabilities) | 33,000 | (46,000) | Improved | | Total borrowings | 178,000 | 262,000 | -32.1% | | Shareholders' funds | 619,000 | 800,000 | -22.6% | | Gearing ratio | 0.29 | 0.33 | Improved | - The Group's business operations are primarily funded by cash generated from operations and bank borrowings, and it will continue to obtain working capital from net cash generated from operating activities, additional bank borrowings, capital operations, and/or disposal of non-core assets[76](index=76&type=chunk) - The Group continues to actively monitor RMB exchange rate fluctuations and foreign exchange risks, as the vast majority of its business is located in China[77](index=77&type=chunk) [Pledge of Group Assets](index=30&type=section&id=%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of June 30, 2025, the Group had pledged property, plant and equipment of **HK$4,778 thousand**, investment properties of **HK$281,822 thousand**, and right-of-use assets of **HK$4,816 thousand** as security for general banking facilities | Pledged Assets | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Property, plant and equipment | 4,778 | 5,929 | -19.4% | | Investment properties | 281,822 | 552,538 | -49.0% | | Right-of-use assets | 4,816 | 0 | New | [Contingent Liabilities](index=30&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025 and 2024, the Company had not issued any guarantees for loans granted to its subsidiaries - As of June 30, 2025 and 2024, the Company had not issued any guarantees for loans granted to its subsidiaries[79](index=79&type=chunk) [Financial Instruments for Hedging Purposes](index=30&type=section&id=%E4%BD%9C%E5%B0%8D%E6%B2%96%E7%94%A8%E9%80%94%E4%B9%8B%E9%87%91%E8%9E%8D%E5%B7%A5%E5%85%B7) The Group entered into forward copper contracts to manage copper price risk, recording a net gain from derivative financial instruments of approximately **HK$182 thousand** during the year under review - The Group entered into forward copper contracts (derivative financial instruments) to manage copper price risk[80](index=80&type=chunk) Net Gain from Derivative Financial Instruments | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net gain from derivative financial instruments | 182 | 148 | +23.0% | [Share Capital Structure](index=30&type=section&id=%E8%82%A1%E6%9C%AC%E7%B5%90%E6%A7%8B) During the year under review, the Company did not undertake any fundraising or capital reorganization, and as of the announcement date, there were no other fundraising plans - During the year under review, the Company did not undertake any fundraising or capital reorganization, and as of the announcement date, there were no other fundraising plans[81](index=81&type=chunk) [Very Substantial Disposal of 100% Equity Interest in Dongguan Huayi Copper Co., Ltd.](index=31&type=section&id=%E6%9C%89%E9%97%9C%E5%87%BA%E5%94%AE%E6%9D%B1%E8%8E%9E%E8%8F%AF%E8%97%9D%E9%8A%85%E6%A5%AD%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8100%25%E8%82%A1%E6%AC%8A%E4%B9%8B%E9%9D%9E%E5%B8%B8%E9%87%8D%E5%A4%A7%E5%87%BA%E5%94%AE%E4%BA%8B%E9%A0%85) On November 20, 2024, the Group entered into an agreement to dispose of its entire equity interest in Dongguan Huayi Copper Co., Ltd., a wholly-owned subsidiary, for cash consideration of RMB70,000,000 (approximately HK$77,000,000), with the transaction completed on March 6, 2025, aiming to improve the Group's financial position, mitigate real estate market risks, and reallocate financial resources [Transaction Details](index=31&type=section&id=%E4%BA%A4%E6%98%93%E8%A9%B3%E6%83%85) On November 20, 2024, the Group entered into an equity transfer agreement to dispose of its **100%** equity interest in Dongguan Huayi Copper Co., Ltd., an indirect wholly-owned subsidiary, for cash consideration of RMB70,000,000 (approximately HK$77,000,000); the target company is primarily engaged in copper product trading and property holding, possessing industrial land use rights in Dongguan - The Group disposed of its **100%** equity interest in Dongguan Huayi Copper Co., Ltd., an indirect wholly-owned subsidiary, for cash consideration of RMB70,000,000 (approximately **HK$77,000,000**)[82](index=82&type=chunk) - The target company is primarily engaged in copper product trading and property holding, possessing industrial land use rights in Dongguan, Guangdong, China, with a term expiring in 2055[83](index=83&type=chunk) [Parties to the Transaction](index=31&type=section&id=%E4%BA%A4%E6%98%93%E6%96%B9) The vendor is Huayang Enterprise Limited, an indirect wholly-owned subsidiary of the Company, with vendor guarantors including the Company, Chow's Electric (Overseas) Limited, Mr. Chow Lai Him, and Mr. Chow Chi Ho; the purchaser is Dongguan Yinhua Industrial Investment Co., Ltd., whose equity is held by various companies and individuals, with Mr. Fang Yanjun as the purchaser guarantor, and all purchasers and their affiliates are independent third parties - The vendor is Huayang Enterprise Limited, an indirect wholly-owned subsidiary of the Company[84](index=84&type=chunk) - The purchaser is Dongguan Yinhua Industrial Investment Co., Ltd., whose equity is held by various companies and individuals, and all purchasers and their affiliates are independent third parties[85](index=85&type=chunk)[86](index=86&type=chunk) [Basis for Determining Consideration](index=33&type=section&id=%E8%AD%98%E5%AE%9A%E4%BB%A3%E5%83%B9%E4%B9%8B%E5%9F%BA%E6%BA%96) The consideration of RMB70,000,000 was determined through arm's length negotiations between the Company and the purchaser, referencing an independent valuer's preliminary valuation of the target company's **100%** equity interest (approximately RMB76,500,000) and current market conditions for industrial properties in China, representing a discount of approximately **8.50%** to the valuation - The consideration of RMB70,000,000 was determined through arm's length negotiations between the Company and the purchaser, referencing an independent valuer's preliminary valuation of approximately RMB76,500,000[88](index=88&type=chunk) - The consideration represents a discount of approximately **8.50%** to the assessed value in the enterprise valuation, which the Board considers fair and reasonable given the current sentiment in the Chinese property market[89](index=89&type=chunk)[90](index=90&type=chunk) [Reasons for and Benefits of the Disposal](index=33&type=section&id=%E9%80%B2%E8%A1%8C%E5%87%BA%E5%94%AE%E4%BA%8B%E9%A0%85%E4%B9%8B%E7%90%86%E7%94%B1%E5%8F%8A%E裨%E7%9B%8A) The disposal aims to improve the Group's current liability position, relieve capital commitments for the future development of the second phase of the industrial complex (estimated RMB260,000,000), mitigate real estate market risks, and obtain immediate cash flow to meet financial needs; the Board believes this is in the overall best interests of the Company and its shareholders - The disposal aims to improve the Group's current liability position and relieve capital commitments for the future development of the second phase of the industrial complex (estimated **RMB260,000,000**)[91](index=91&type=chunk)[92](index=92&type=chunk) - Given the sluggish local real estate market, weak demand for industrial properties, and high construction costs for the second phase, the disposal of the property presents a valuable opportunity to realize assets and obtain immediate cash flow[92](index=92&type=chunk)[93](index=93&type=chunk) - The disposal will help the Group save significant maintenance and development costs, reduce real estate market risks, improve liquidity and financial position, and reallocate financial resources to better uses[94](index=94&type=chunk) [Implications under the Listing Rules](index=34&type=section&id=%E4%B8%8A%E5%B8%82%E8%A6%8F%E5%89%87%E4%B9%8B%E6%B6%B5%E7%BE%A9) As the highest applicable percentage ratio for the disposal exceeds **75%**, it constitutes a very substantial disposal under Chapter 14 of the Listing Rules, subject to reporting, announcement, circular, and shareholder approval requirements - The disposal constitutes a very substantial disposal under Chapter 14 of the Listing Rules, subject to reporting, announcement, circular, and shareholder approval requirements[95](index=95&type=chunk) [Extraordinary General Meeting and Shareholder Approval](index=34&type=section&id=%E8%82%A1%E6%9D%B1%E7%89%B9%E5%88%A5%E5%A4%A7%E6%9C%83%E5%8F%8A%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%82%A1%E6%9D%B1%E6%89%B9%E5%87%86) An Extraordinary General Meeting was held on February 17, 2025, where shareholders of the Company duly passed an ordinary resolution by poll to approve the equity transfer agreement and the transactions contemplated thereunder - An Extraordinary General Meeting was held on February 17, 2025, where shareholders duly passed an ordinary resolution by poll to approve the equity transfer agreement and the transactions contemplated thereunder[96](index=96&type=chunk) [Completion](index=34&type=section&id=%E5%AE%8C%E6%88%90) All conditions precedent to the equity transfer agreement have been fulfilled, and the disposal was completed on March 6, 2025, after which the target company ceased to be a subsidiary of the Company - The disposal was completed on March 6, 2025, and the target company ceased to be a subsidiary of the Company[97](index=97&type=chunk) [Use of Proceeds](index=35&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) After deducting transaction costs and expenses, the total net proceeds from the disposal amounted to approximately RMB68,500,000 (approximately HK$75,350,000), of which RMB60,000,000 was used to repay bank loans and RMB8,500,000 for general working capital | Use | Amount (RMB) | Amount (HK$) | | :--- | :--- | :--- | | Total net proceeds | 68,500,000 | 75,350,000 | | Repayment of bank loans | 60,000,000 | (approx. 65,850,000) | | General working capital | 8,500,000 | (approx. 9,350,000) | [Material Investments](index=35&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87) The Group made no material investments during the year under review, and as of the announcement date, there were no other plans for material investments, capital assets, or disposals - The Group made no material investments during the year under review, and as of the announcement date, there were no other plans for material investments, capital assets, or disposals[99](index=99&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=35&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B9%8B%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) For the year ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and the Company held no treasury shares - For the year ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and the Company held no treasury shares[100](index=100&type=chunk) [Litigation Involving an Indirect Non-Wholly Owned Subsidiary of the Company](index=35&type=section&id=%E6%B6%89%E5%8F%8A%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B8%80%E5%AE%B6%E9%96%93%E6%8E%A5%E9%9D%9E%E5%85%A8%E8%B3%87%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E7%9A%84%E8%A8%B4%E8%A8%9F) Lianjiang Zhoushi Stone Co., Ltd., an indirect non-wholly owned subsidiary of the Company, is facing a claim from a contractor for construction fees; the first instance judgment ordered Zhoushi Stone to pay approximately RMB21,000,000, but Zhoushi Stone has appealed, and the case has been remanded for retrial, with no retrial judgment yet issued - Lianjiang Zhoushi Stone Co., Ltd. suspended construction of its land development project since 2020 due to unfavorable prospects in the stone industry and the pandemic[101](index=101&type=chunk) - The contractor filed a claim against Zhoushi Stone, and the first instance judgment ordered Zhoushi Stone to pay approximately **RMB21,000,000**; Zhoushi Stone has appealed, and the case has been remanded for retrial, with no retrial judgment yet issued[101](index=101&type=chunk) - The Company will publish further announcements in due course to inform shareholders and potential investors of any material developments and reminds them to exercise caution when dealing in the Company's securities[103](index=103&type=chunk) [Corporate Governance](index=36&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB) This section details the company's adherence to corporate governance principles, including compliance with the Corporate Governance Code and board composition [Compliance with Corporate Governance Code](index=36&type=section&id=%E9%81%B5%E5%AE%88%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) The Company has adopted the principles of the Corporate Governance Code set out in Appendix C1 to the Listing Rules and has complied with all code provisions and recommended best practices, except for deviations from code provisions B.2.3, B.2.4(b), C.2.1, and F.1.3 - The Company has adopted and complied with the Corporate Governance Code in Appendix C1 to the Listing Rules, except for deviations from code provisions B.2.3, B.2.4(b), C.2.1, and F.1.3[104](index=104&type=chunk) [Code Provision B.2.3](index=36&type=section&id=%E5%AE%88%E5%89%87%E6%A2%9D%E6%96%87%E7%AC%ACB.2.3%E6%A2%9D) Mr. Chung Kam Kwong, Mr. Lo Wai Ming, and Mr. Lok Chiu Ming, three independent non-executive directors, have each served for over nine years; the Nomination Committee and the Board believe their long service does not affect their independent judgment, and separate resolutions for their re-election will be proposed at the 2025 Annual General Meeting - Mr. Chung Kam Kwong, Mr. Lo Wai Ming, and Mr. Lok Chiu Ming, three independent non-executive directors, have each served for over nine years[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) - The Nomination Committee and the Board believe their long service does not affect their independent judgment and are confident they possess the character, integrity, and experience necessary to continue fulfilling their duties[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) - The Company will propose separate resolutions for the re-election of Mr. Chung Kam Kwong and Mr. Lo Wai Ming at the 2025 Annual General Meeting[106](index=106&type=chunk)[107](index=107&type=chunk) [Code Provision B.2.4(b)](index=37&type=section&id=%E5%AE%88%E5%89%87%E6%A2%9D%E6%96%87%E7%AC%ACB.2.4(b)%E6%A2%9D) According to the code provision, if all independent non-executive directors have served for more than nine years, the issuer should appoint a new independent non-executive director; Ms. Dou Bi Ling was appointed as an independent non-executive director on December 18, 2024, bringing the Company into compliance with this provision and gender diversity requirements - Ms. Dou Bi Ling was appointed as an independent non-executive director on December 18, 2024, bringing the Company into compliance with code provision B.2.4(b) and Listing Rule 13.92 regarding gender diversity on the Board[109](index=109&type=chunk)[110](index=110&type=chunk) [Code Provision C.2.1](index=38&type=section&id=%E5%AE%88%E5%89%87%E6%A2%9D%E6%96%87%E7%AC%ACC.2.1%E6%A2%9D) The roles of Chairman and Chief Executive should be separate and not held by the same individual; Mr. Chow Lai Him serves as both Chairman and Managing Director of the Company, an arrangement the Board believes is in the Group's best interests, and the effectiveness of the corporate governance structure will continue to be reviewed - Mr. Chow Lai Him serves as both Chairman and Managing Director of the Company, an arrangement the Board believes is in the Group's best interests, and the current management structure is effective for the Group's development and business strategy implementation[111](index=111&type=chunk) - The Board will continue to review the effectiveness of the Group's corporate governance structure to assess whether changes, such as separating the roles of Chairman and Chief Executive, are necessary[111](index=111&type=chunk) [Code Provision F.1.3](index=38&type=section&id=%E5%AE%88%E5%89%87%E6%A2%9D%E6%96%87%E7%AC%ACF.1.3%E6%A2%9D) The Chairman of the Board should attend the Company's Annual General Meeting; during the year under review, Chairman Mr. Chow Lai Him attended the 2024 Annual General Meeting via electronic means, which was chaired by Vice Chairman Mr. Chow Chi Ho - Chairman Mr. Chow Lai Him attended the 2024 Annual General Meeting via electronic means, which was chaired by Vice Chairman Mr. Chow Chi Ho[112](index=112&type=chunk) [Audit Committee and Review of Accounts](index=38&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83%E5%8F%8A%E8%B3%A6%E7%9B%AE%E5%AF%A9%E9%96%B1) The Audit Committee, comprising four independent non-executive directors, has reviewed the Group's full-year results and risk management and internal control systems for the year under review; the auditors have confirmed the consistency of the financial figures in this announcement with the audited consolidated financial statements - The Audit Committee, comprising four independent non-executive directors, has reviewed the Group's full-year results and risk management and internal control systems for the year under review[113](index=113&type=chunk)[114](index=114&type=chunk) - The auditors, BDO Limited, have confirmed that the financial figures contained in this announcement are consistent with the audited consolidated financial statements[114](index=114&type=chunk) [Compliance with Model Code](index=39&type=section&id=%E9%81%B5%E5%AE%88%E6%A8%99%E6%BA%96%E5%AE%88%E5%89%87) The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules, and all directors have confirmed compliance with the code during the year under review - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules, and all directors have confirmed compliance with the code during the year under review[115](index=115&type=chunk) [Acknowledgement](index=39&type=section&id=%E8%87%B4%E8%AC%9D) The Board expresses gratitude to business partners, shareholders, employees, and management for their support and contributions - The Board sincerely thanks business partners, shareholders, employees, and management for their efforts, service, and support over the past year[116](index=116&type=chunk)

[Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) [Overview of Profit or Loss and Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income_Summary) For the fiscal year ended June 30, 2025, the Group's revenue significantly decreased by **66.2%** to **97,408 thousand Ringgit**, with the loss for the year narrowing to **31,173 thousand Ringgit** and loss per share improving to **2.83 sen Ringgit** Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 97,408 | 288,093 | -66.2% | | Cost of sales | (91,064) | (283,206) | -67.9% | | Gross profit | 6,344 | 4,887 | +29.8% | | Loss before tax | (30,726) | (37,829) | -18.7% | | Loss for the year | (31,173) | (37,906) | -17.7% | | Loss for the year attributable to owners of the Company | (28,338) | (32,744) | -13.5% | | Loss per share (sen Ringgit) | (2.83) | (3.27) | -13.5% | - Net other comprehensive expenses for the year amounted to **(1,475) thousand Ringgit**, primarily due to exchange differences arising from the translation of foreign operations of **(1,571) thousand Ringgit**[5](index=5&type=chunk) [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) [Overview of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position_Summary) As of June 30, 2025, the Group's total net assets were **74,584 thousand Ringgit**, a **30.4%** decrease from the prior year, with net current assets at **64,863 thousand Ringgit** and a current ratio of **1.9 times**, indicating decreased but still stable liquidity Key Data from Consolidated Statement of Financial Position | Metric | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 10,581 | 15,807 | -33.0% | | Current assets | 135,652 | 165,712 | -18.2% | | Current liabilities | 70,789 | 73,891 | -4.2% | | Net current assets | 64,863 | 91,821 | -29.3% | | Net assets | 74,584 | 107,232 | -30.4% | | Equity attributable to owners of the Company | 80,671 | 110,919 | -27.3% | - Trade and other receivables decreased from **76,830 thousand Ringgit** to **60,602 thousand Ringgit**, and contract assets decreased from **49,918 thousand Ringgit** to **35,214 thousand Ringgit**, reflecting collection challenges in the Group's China operations[6](index=6&type=chunk) - Assets classified as held for sale increased by **4,689 thousand Ringgit**, primarily due to the disposal of freehold land in Johor, Malaysia[6](index=6&type=chunk)[28](index=28&type=chunk) [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [1. General Information](index=5&type=section&id=1.%20General%20Information) TBK & Sons Holdings Limited is incorporated in the Cayman Islands, primarily engaged in civil and structural engineering in Malaysia and China, and trading of petroleum and related products in China, with its functional currency in HKD and financial statements presented in Malaysian Ringgit - The Company is an investment holding company, with subsidiaries primarily engaged in civil and structural engineering in Malaysia and China, and trading of petroleum and related products in China[9](index=9&type=chunk) - The Company's functional currency is HKD, but financial statements are presented in Malaysian Ringgit to better reflect how management monitors the Group's performance[9](index=9&type=chunk) [2. Application of New and Revised IFRSs](index=5&type=section&id=2.%20Application%20of%20New%20and%20Revised%20IFRSs) This year, the Group first applied certain amendments to International Financial Reporting Standards issued by the IASB, including those on classification of liabilities as current or non-current, which had no significant impact on the financial position or performance for the current or prior years - This year marked the first application of IAS 1 (Amendments) Classification of Liabilities as Current or Non-current and IAS 1 (Amendments) Non-current Liabilities with Covenants[10](index=10&type=chunk)[11](index=11&type=chunk) - The application of new accounting policies retrospectively reclassified liabilities as current or non-current, but had no significant impact on the consolidated financial statements[11](index=11&type=chunk) - New IFRSs issued but not yet effective include IFRS 18 "Presentation and Disclosure in Financial Statements", expected to be effective on or after January 1, 2027[13](index=13&type=chunk)[15](index=15&type=chunk) [3. Basis of Preparation of Consolidated Financial Statements](index=7&type=section&id=3.%20Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements) The consolidated financial statements are prepared in accordance with International Financial Reporting Standards issued by the IASB and comply with applicable disclosure requirements of the HKEX Listing Rules and the Hong Kong Companies Ordinance - The consolidated financial statements are prepared in accordance with International Financial Reporting Standards issued by the IASB[14](index=14&type=chunk) - The statements also include applicable disclosure information required by the HKEX Listing Rules and the Hong Kong Companies Ordinance[14](index=14&type=chunk) [4. Operating Segments](index=8&type=section&id=4.%20Operating%20Segments) The Group's operating segments include earthworks, civil engineering, building construction, building and renovation works, and trading of petroleum and related products; in FY2025, civil engineering projects contributed the highest revenue, while petroleum and related products trading revenue significantly decreased - The Group's reportable segments include earthworks projects, civil engineering projects, building construction projects, building and renovation works projects, and trading of petroleum and related products[18](index=18&type=chunk) Segment Revenue and Gross Profit (2025) | Segment | Revenue (thousand Ringgit) | Gross Profit (thousand Ringgit) | | :--- | :--- | :--- | | Earthworks projects | 600 | 39 | | Civil engineering projects | 79,324 | 5,792 | | Building construction projects | 1,285 | 96 | | Building and renovation works projects | 15,847 | 65 | | Trading of petroleum and related products | 352 | 352 | | **Total** | **97,408** | **6,344** | - In FY2025, civil engineering projects were the largest source of revenue, while revenue from trading of petroleum and related products significantly decreased from **179,640 thousand Ringgit** in 2024 to **352 thousand Ringgit**[17](index=17&type=chunk)[19](index=19&type=chunk) [5. Revenue](index=9&type=section&id=5.%20Revenue) The Group's revenue primarily derives from civil and structural engineering services and trading of petroleum and related products, with total revenue for FY2025 at **97,408 thousand Ringgit**, a significant decrease from **288,093 thousand Ringgit** in 2024, mainly due to a sharp decline in petroleum and related products trading revenue - Revenue represents amounts received and receivable by the Group for providing civil and structural engineering and trading of petroleum and related products to customers[20](index=20&type=chunk) Revenue by Recognition Timing and Business Type | Business Type | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | **Recognized over time (Engineering projects)** | | | | Earthworks projects | 600 | 2,922 | | Civil engineering projects | 79,324 | 51,522 | | Building construction projects | 1,285 | 1,525 | | Building and renovation works projects | 15,847 | 52,484 | | Subtotal | 97,056 | 108,453 | | **Recognized at a point in time** | | | | Trading of petroleum and related products | 352 | 179,640 | | **Total** | **97,408** | **288,093** | - Revenue from trading of petroleum and related products significantly decreased from **179,640 thousand Ringgit** in 2024 to **352 thousand Ringgit** in 2025, which is the primary reason for the decline in total revenue[21](index=21&type=chunk) [6. Finance Costs](index=10&type=section&id=6.%20Finance%20Costs) Finance costs for the fiscal year amounted to **470 thousand Ringgit**, an increase from the prior year, primarily due to interest on bank and other borrowings Finance Costs Breakdown | Item | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Interest on bank and other borrowings | 431 | 282 | | Interest on lease liabilities | 39 | 77 | | **Total** | **470** | **359** | - Finance costs increased by **30.9%** from **359 thousand Ringgit** in 2024 to **470 thousand Ringgit** in 2025[21](index=21&type=chunk) [7. Loss Before Tax](index=11&type=section&id=7.%20Loss%20Before%20Tax) Loss before tax for the fiscal year narrowed to **30,726 thousand Ringgit** from **37,829 thousand Ringgit** last year, primarily influenced by expected credit losses, employee benefit expenses, and subcontracting fees Key Deductions/Additions to Loss Before Tax | Item | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Auditor's remuneration | 545 | 906 | | Amortisation of intangible assets | 127 | 164 | | Depreciation of property, plant and equipment | 653 | 1,156 | | Depreciation of right-of-use assets | 960 | 2,093 | | Impairment loss under ECL model, net of reversal | 17,437 | 22,120 | | Cost of inventories | 17,259 | 195,481 | | Subcontracting fees included in cost of sales | 48,510 | 60,082 | | Total employee costs | 26,737 | 30,022 | - Net impairment loss under the expected credit loss model decreased from **22,120 thousand Ringgit** in 2024 to **17,437 thousand Ringgit** in 2025[22](index=22&type=chunk) - Cost of inventories significantly decreased from **195,481 thousand Ringgit** in 2024 to **17,259 thousand Ringgit** in 2025, mainly related to the contraction of the petroleum trading business[22](index=22&type=chunk) [8. Income Tax Expense](index=12&type=section&id=8.%20Income%20Tax%20Expense) Income tax expense for the fiscal year significantly increased to **447 thousand Ringgit** from **77 thousand Ringgit** last year, primarily due to increased revenue and profit from civil and structural engineering in Malaysia Income Tax Expense Breakdown | Item | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Malaysia corporate income tax | 423 | 57 | | China corporate income tax | – | 14 | | Deferred tax | 24 | (25) | | **Total Income Tax Expense** | **447** | **77** | - The increase in income tax expense is primarily due to increased revenue and profit from the Group's civil and structural engineering operations in Malaysia during the fiscal year[70](index=70&type=chunk) [9. Loss Per Share](index=12&type=section&id=9.%20Loss%20Per%20Share) Basic and diluted loss per share for the fiscal year was **2.83 sen Ringgit**, an improvement from **3.27 sen Ringgit** last year, mainly due to a reduction in loss attributable to owners of the Company Loss Per Share Calculation Data | Metric | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company | (28,338) | (32,744) | | Weighted average number of ordinary shares | 1,000,000,000 | 1,000,000,000 | | **Loss per share (Ringgit)** | **(0.0283)** | **(0.0327)** | - The calculation of diluted loss per share did not assume the exercise of share options because the exercise price was higher than the average market price of the shares[24](index=24&type=chunk) [10. Dividends](index=12&type=section&id=10.%20Dividends) The Company has not paid or proposed to declare any dividends for the year ended June 30, 2025, or since the end of the reporting period - The Company has not paid or proposed to declare any dividends to ordinary shareholders for the fiscal year or since the end of the reporting period[25](index=25&type=chunk) [11. Trade and Other Receivables](index=13&type=section&id=11.%20Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables amounted to **60,602 thousand Ringgit**, a decrease from **76,830 thousand Ringgit** last year, with a significant increase in credit loss provisions, especially for trade receivables Trade and Other Receivables Breakdown | Item | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Trade receivables (net of provision) | 40,138 | 53,958 | | Advances to subcontractors and suppliers | 475 | 17,291 | | Other receivables (net of provision) | 20,385 | 22,172 | | Prepayments | 79 | 700 | | **Total** | **60,602** | **76,830** | - Credit loss provision for trade receivables increased from **22,987 thousand Ringgit** in 2024 to **34,808 thousand Ringgit** in 2025[26](index=26&type=chunk) Ageing Analysis of Trade Receivables (Gross) | Ageing | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | 1 to 90 days | 12,981 | 34,155 | | 91 to 180 days | 8,508 | 22,782 | | 181 to 270 days | 10,253 | 1,591 | | 271 to 360 days | 4,394 | 2,750 | | Over 360 days | 38,810 | 15,667 | | **Total** | **74,946** | **76,945** | [12. Assets Classified as Held for Sale](index=14&type=section&id=12.%20Assets%20Classified%20as%20Held%20for%20Sale) New assets classified as held for sale amounted to **4,689 thousand Ringgit** for the fiscal year, primarily freehold land in Johor, Malaysia, for which a sale and purchase agreement has been entered into with an independent third party - In April 2025, the Company's indirect wholly-owned subsidiary entered into a sale and purchase agreement to dispose of four parcels of freehold land in Johor, Malaysia, for approximately **11,462 thousand Ringgit**[28](index=28&type=chunk) - As of June 30, 2025, approximately **4,689 thousand Ringgit** of freehold land was classified as assets held for sale, with no impairment loss recognized[28](index=28&type=chunk) [13. Trade and Other Payables](index=14&type=section&id=13.%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables amounted to **65,650 thousand Ringgit**, a slight decrease from **67,964 thousand Ringgit** last year, with trade payables aged over 90 days significantly increasing Trade and Other Payables Breakdown | Item | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Trade payables | 49,028 | 53,864 | | Retention money payable | 2,080 | 1,222 | | Accrued expenses | 7,640 | 3,965 | | Other payables | 6,902 | 8,913 | | **Total** | **65,650** | **67,964** | Ageing Analysis of Trade Payables | Ageing | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Within 30 days | 12,336 | 31,358 | | 31 to 60 days | 4,623 | 2,297 | | 61 to 90 days | 5,710 | 2,601 | | Over 90 days | 26,359 | 17,608 | | **Total** | **49,028** | **53,864** | - Trade payables aged over 90 days increased from **17,608 thousand Ringgit** in 2024 to **26,359 thousand Ringgit** in 2025, indicating delays in some payments[30](index=30&type=chunk) [14. Comparative Figures](index=15&type=section&id=14.%20Comparative%20Figures) To enhance the relevance of the consolidated financial statements, certain comparative figures presented in the prior year's consolidated financial statements have been reclassified to align with the current year's presentation - To enhance presentation relevance, certain comparative figures in the prior year's consolidated financial statements have been reclassified[31](index=31&type=chunk) Example of Comparative Figures Restatement | Item | Previously Reported (thousand Ringgit) | Reclassification (thousand Ringgit) | Restated (thousand Ringgit) | | :--- | :--- | :--- | :--- | | Net impairment loss on trade receivables and contract assets | (21,244) | 21,244 | – | | Impairment loss under ECL model, net of reversal | – | (22,120) | 22,120 | | Current liabilities - bank and other borrowings | 2,988 | 579 | 3,567 | | Non-current liabilities - bank and other borrowings | 975 | (579) | 396 | [Management Discussion and Analysis](index=16&type=section&id=Management%20Discussion%20and%20Analysis) [Overall Economic Environment and Group Performance](index=16&type=section&id=Overall%20Economic%20Environment%20and%20Group%20Performance) The global economy faces complex challenges, including geopolitical uncertainties, inflationary pressures, and weak productivity growth, compounded by a persistent downturn in China's property market, adversely impacting the Group's overall performance, with revenue significantly decreasing by **66.2%** to **97.4 million Ringgit** in the fiscal year - The global economy faces a complex and challenging environment, marked by heightened geopolitical uncertainties, persistent inflationary pressures, and sluggish productivity growth[32](index=32&type=chunk) - The ongoing weakness in China's property market further constrained economic activity, adversely impacting the Group's overall performance[32](index=32&type=chunk) - The Group's revenue for the fiscal year decreased by approximately **190.7 million Ringgit** or **66.2%** from approximately **288.1 million Ringgit** to approximately **97.4 million Ringgit**[32](index=32&type=chunk) [Civil and Structural Engineering in Malaysia](index=16&type=section&id=Civil%20and%20Structural%20Engineering%20in%20Malaysia) Amid a favorable economic backdrop in Malaysia, the Group's civil and structural engineering business remained stable and showed an upward trend, with revenue growing **45.0%** to **81.2 million Ringgit** and gross profit margin improving to **7.3%**, despite rising costs and increased competition - Malaysia's GDP grew by **5.1%**, foreign exchange reserves increased, and the Ringgit appreciated against the US Dollar, creating a more favorable economic backdrop[33](index=33&type=chunk) - The civil and structural engineering business in Malaysia remained relatively stable and showed a positive upward trend, but faced headwinds from rising costs, tightening profit margins, and intense price competition[34](index=34&type=chunk) Financial Performance of Civil and Structural Engineering in Malaysia | Metric | 2025 (million Ringgit) | 2024 (million Ringgit) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 81.2 | 56.0 | +45.0% | | Gross profit | 5.9 | 3.6 | +63.9% | | Gross profit margin | 7.3% | 6.4% | +0.9pp | [Civil and Structural Engineering in China](index=17&type=section&id=Civil%20and%20Structural%20Engineering%20in%20China) The weak property market in China posed significant challenges for the Group's civil and structural engineering business in the country, including intense competition, extended payment terms, and declining profit margins, leading to a **69.9%** revenue decrease to **15.8 million Ringgit** and a gross profit margin drop to **0.4%**; the Group has slowed new project negotiations, focused on collections, and shifted towards smaller building and renovation works - The economic situation in China did not improve, with the persistent weakness in the property market leading to intense contract competition, extended payment terms, delayed progress certifications, customer payment delays, and declining profit margins for the Group's civil and structural engineering business in China[35](index=35&type=chunk) - The Group has slowed new project negotiations, focused on completing ongoing projects, prioritized the recovery of trade receivables and contract assets, and strategically shifted towards smaller building and renovation works projects[35](index=35&type=chunk) Financial Performance of Civil and Structural Engineering in China | Metric | 2025 (million Ringgit) | 2024 (million Ringgit) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 15.8 | 52.5 | -69.9% | | Gross profit | 0.1 | 0.8 | -87.5% | | Gross profit margin | 0.4% | 1.5% | -1.1pp | [Trading of Petroleum and Related Products in China](index=17&type=section&id=Trading%20of%20Petroleum%20and%20Related%20Products%20in%20China) The persistent sluggish market sentiment in China, weak demand for refined petroleum products due to the property downturn, and volatile international oil prices led to a **99.8%** revenue decrease to **0.4 million Ringgit** for the Group's petroleum trading business in China, prompting a cautious operating approach and revenue recognition on a net basis - The persistent sluggish market sentiment in China, coupled with the downturn in the property sector and reduced infrastructure projects, led to weak demand for refined petroleum products and falling prices[37](index=37&type=chunk) - The ongoing Russia-Ukraine war and Israel-Palestine conflict exacerbated volatility in the international oil market, making it difficult for the Group to fully pass on increased supplier costs to customers[37](index=37&type=chunk) Financial Performance of Trading of Petroleum and Related Products in China | Metric | 2025 (million Ringgit) | 2024 (million Ringgit) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 0.4 | 179.6 | -99.8% | | Gross profit | Not presented | 0.6 | -100% | | Gross profit margin | Not presented | 0.3% | -100% | [Loss Attributable to Owners of the Company](index=18&type=section&id=Loss%20Attributable%20to%20Owners%20of%20the%20Company) The loss attributable to owners of the Company for the fiscal year was approximately **28.3 million Ringgit**, an improvement from **32.7 million Ringgit** last year, primarily due to increased gross profit, a significant reduction in net expected credit losses, and substantially lower administrative expenses - The loss attributable to owners of the Company for the fiscal year was approximately **28.3 million Ringgit**, an improvement from **32.7 million Ringgit** last year[38](index=38&type=chunk) - The improved financial results were primarily due to increased gross profit, a significant reduction in net impairment loss on expected credit losses for trade receivables, contract assets, and other receivables, and a substantial decrease in administrative expenses[38](index=38&type=chunk) [Business Review](index=18&type=section&id=Business%20Review) [Civil and Structural Engineering in Malaysia](index=18&type=section&id=Business%20Review_Civil%20and%20Structural%20Engineering%20in%20Malaysia) The Group's civil and structural engineering business in Malaysia maintained stable growth, with revenue increasing **45.0%** to **81.2 million Ringgit**; civil engineering projects were the main growth driver, while earthworks and building construction project revenues declined, and as of June 30, 2025, the Group had 7 projects on hand - The Group holds CE, B, and ME Class G7 qualifications in Malaysia, the highest contractor licenses under the Construction Industry Development Board, allowing it to undertake civil and structural engineering projects with unlimited tender/contract value[39](index=39&type=chunk) Malaysia Civil and Structural Engineering Revenue Breakdown | Nature of Works | 2025 (thousand Ringgit) | Approx. % (2025) | 2024 (thousand Ringgit) | Approx. % (2024) | | :--- | :--- | :--- | :--- | :--- | | Earthworks projects | 600 | 0.7 | 2,922 | 5.2 | | Civil engineering projects | 79,324 | 97.7 | 51,522 | 92.1 | | Building construction projects | 1,285 | 1.6 | 1,525 | 2.7 | | **Total** | **81,209** | **100.0** | **55,969** | **100.0** | - Revenue from civil engineering projects increased by approximately **54.0%** to **79.3 million Ringgit**, driven by new and ongoing projects[42](index=42&type=chunk) - As of June 30, 2025, the Group had **7** projects on hand in Malaysia, primarily civil engineering projects[45](index=45&type=chunk) [Civil and Structural Engineering in China](index=21&type=section&id=Business%20Review_Civil%20and%20Structural%20Engineering%20in%20China) The Group's civil and structural engineering business in China faced severe challenges, with revenue significantly decreasing by **69.9%** to **15.8 million Ringgit**; the Group has slowed new project negotiations, focused on completing ongoing projects and collecting receivables, and strategically shifted towards smaller building and renovation works to mitigate payment delays - In April 2022, the Group acquired a **75%** equity interest in Qingdao Xinhongyao Construction Technology Co., Ltd., which engages in building and renovation works projects in China and has obtained relevant qualification certificates and management system certifications[46](index=46&type=chunk) - The China business faces significant challenges including intense contract competition, extended payment terms, delayed progress certifications, customer payment delays, and declining profit margins[47](index=47&type=chunk) - The Group has slowed new project negotiations, focused on completing ongoing projects, prioritized the recovery of trade receivables and contract assets, and strategically shifted towards smaller building and renovation works projects[47](index=47&type=chunk) - As of June 30, 2025, the Group had **10** projects on hand in China, primarily involving building and renovation works[49](index=49&type=chunk) [Trading of Petroleum and Related Products in China](index=23&type=section&id=Business%20Review_Trading%20of%20Petroleum%20and%20Related%20Products%20in%20China) Affected by the sluggish Chinese market, weak property sector, and volatile international oil prices, the Group's revenue from trading of petroleum and related products in China significantly decreased by **99.8%** to **0.4 million Ringgit**, leading the Group to adopt a cautious operating approach and enter into only one petroleum trading agency agreement this fiscal year - The persistent sluggish market sentiment in China, coupled with the downturn in the property sector and reduced infrastructure projects, led to weak demand for refined petroleum products and falling prices[50](index=50&type=chunk) - The ongoing Russia-Ukraine war and Israel-Palestine conflict exacerbated volatility in the international oil market, making it difficult for the Group to fully pass on increased supplier costs to customers[50](index=50&type=chunk) - Only one petroleum trading agency agreement was entered into during the fiscal year, resulting in a significant **99.8%** decrease in revenue to approximately **0.4 million Ringgit**[50](index=50&type=chunk) [Outlook and Financial Review](index=23&type=section&id=Outlook%20and%20Financial%20Review) [Outlook](index=23&type=section&id=Outlook) The Group anticipates facing similar challenges in the 2025/2026 fiscal year as the previous year, including slowing global growth, geopolitical uncertainties, high interest rates, and a depressed Chinese property market; the Group will adopt a cautious approach, explore new opportunities, expand its customer base, and diversify into new energy-related processing and logistics businesses - Global growth is decelerating, representing one of the weakest five-year outlooks in decades, impacted by persistent structural challenges such as slowing productivity growth, escalating geopolitical uncertainties, rising financing costs, and increasing trade tensions[51](index=51&type=chunk) - The Group expects to face similar challenges in the 2025/2026 fiscal year, including difficulties in securing new projects, pressure on profit margins, a depressed Chinese property market, and slowing infrastructure projects[51](index=51&type=chunk) - The Group will adopt a cautious and risk-aware approach, exploring business opportunities in Malaysia, China, and neighboring countries, actively seeking new projects, expanding its customer base and supply sources, and exploring business diversification, including new energy-related processing and logistics businesses[51](index=51&type=chunk) [Financial Review](index=24&type=section&id=Financial%20Review) This section provides a detailed review of the Group's revenue, cost of sales, gross profit, selling and distribution expenses, administrative expenses, impairment losses, finance costs, income tax expense, and loss and loss per share, along with an analysis of the reasons for changes in each item [Revenue](index=24&type=section&id=Financial%20Review_Revenue) Revenue from civil and structural engineering in Malaysia increased by **45.0%** to **81.2 million Ringgit** in the fiscal year - For the fiscal year, revenue from civil and structural engineering in Malaysia increased by approximately **45.0%** from approximately **56.0 million Ringgit** for the year ended June 30, 2024, to approximately **81.2 million Ringgit** for the current fiscal year[53](index=53&type=chunk) [Cost of Sales](index=24&type=section&id=Financial%20Review_Cost%20of%20Sales) Cost of sales for civil and structural engineering in Malaysia increased by **43.7%** to **75.3 million Ringgit**, consistent with revenue growth; cost of sales for civil and structural engineering in China decreased in line with declining revenue; the China petroleum trading business recorded zero cost of sales due to a shift to an agency model Malaysia Civil and Structural Engineering Direct Costs Breakdown | Item | 2025 (thousand Ringgit) | Approx. % (2025) | 2024 (thousand Ringgit) | Approx. % (2024) | | :--- | :--- | :--- | :--- | :--- | | Direct materials | 16,559 | 22.0 | 16,178 | 30.9 | | Subcontracting fees | 35,237 | 46.8 | 11,533 | 22.0 | | Direct labor | 16,090 | 21.4 | 15,887 | 30.3 | | Machinery and equipment rental | 1,041 | 1.3 | 1,457 | 2.8 | | Depreciation | 814 | 1.1 | 1,470 | 2.8 | | Other costs | 5,541 | 7.4 | 5,884 | 11.2 | | **Total** | **75,282** | **100.0** | **52,409** | **100.0** | - Cost of sales for civil and structural engineering in Malaysia increased by approximately **43.7%** to **75.3 million Ringgit**, consistent with the increase in revenue[55](index=55&type=chunk) - Cost of sales for civil and structural engineering in China was approximately **15.8 million Ringgit** (2024: **51.7 million Ringgit**), consistent with the decrease in revenue, primarily due to reduced construction work subcontracted to subcontractors[60](index=60&type=chunk) - The China petroleum and related products trading business recorded no cost of sales (2024: approximately **179.1 million Ringgit**) as the Group acted as an agent and recognized revenue on a net basis[64](index=64&type=chunk) [Gross Profit and Gross Margin](index=25&type=section&id=Financial%20Review_Gross%20Profit%20and%20Gross%20Margin) Gross profit for civil and structural engineering in Malaysia increased by **63.9%** to **5.9 million Ringgit**, with the gross profit margin improving to **7.3%**; gross profit for civil and structural engineering in China significantly decreased to **0.1 million Ringgit**, with the gross profit margin falling to **0.4%**; the China petroleum trading business did not present gross profit due to its agency model - Gross profit for civil and structural engineering in Malaysia increased by approximately **63.9%** to **5.9 million Ringgit**, with the gross profit margin increasing from approximately **6.4%** to approximately **7.3%**[56](index=56&type=chunk) - Gross profit for civil and structural engineering in China was approximately **0.1 million Ringgit** (2024: **0.8 million Ringgit**), with a gross profit margin of approximately **0.4%** (2024: **1.5%**), primarily due to decreased gross profit from newly provided construction labor projects and reduced subcontracted work[61](index=61&type=chunk) - The China petroleum and related products trading business did not present gross profit or gross profit margin as the Group acted as an agent and recognized revenue on a net basis[64](index=64&type=chunk) [Selling and Distribution Expenses](index=27&type=section&id=Financial%20Review_Selling%20and%20Distribution%20Expenses) Selling and distribution expenses for the fiscal year were approximately **0.4 million Ringgit**, a decrease from **0.7 million Ringgit** last year, primarily due to reduced employee and related expenses resulting from lower revenue - Selling and distribution expenses were approximately **0.4 million Ringgit** (2024: **0.7 million Ringgit**), with the decrease primarily due to reduced employee and related expenses resulting from lower revenue[65](index=65&type=chunk) [Administrative Expenses](index=28&type=section&id=Financial%20Review_Administrative%20Expenses) Administrative expenses for the fiscal year were approximately **18.3 million Ringgit**, a decrease from **20.8 million Ringgit** last year, primarily due to reduced employee and related expenses - Administrative expenses were approximately **18.3 million Ringgit** (2024: **20.8 million Ringgit**), with the decrease primarily due to reduced employee and related expenses[66](index=66&type=chunk) - Employee benefit expenses were the main component of administrative expenses, accounting for approximately **57.7%** (2024: **63.7%**) of administrative expenses[66](index=66&type=chunk) [Net Impairment Loss on Trade Receivables, Contract Assets and Other Receivables](index=28&type=section&id=Financial%20Review_Net%20Impairment%20Loss%20on%20Trade%20Receivables,%20Contract%20Assets%20and%20Other%20Receivables) Net impairment loss recognized for the fiscal year was approximately **17.4 million Ringgit**, a decrease from **22.1 million Ringgit** last year; however, impairment provisions for trade receivables and contract assets still significantly increased, mainly due to customer payment delays - Net impairment loss on expected credit losses for trade receivables, contract assets, and other receivables recognized for the fiscal year was approximately **17.4 million Ringgit** (2024: **22.1 million Ringgit**)[67](index=67&type=chunk) Impairment Loss Provisions | Item | 2025 (million Ringgit) | 2024 (million Ringgit) | | :--- | :--- | :--- | | Trade receivables | 34.8 | 23.0 | | Contract assets | 6.4 | 3.0 | | Other receivables | 0.6 | 0.9 | - The increase in expected credit losses was primarily due to customer payment delays, reflecting negative changes in credit risk associated with outstanding trade receivables and contract assets[67](index=67&type=chunk) - The Group has established monitoring procedures, actively communicates with customers, and has slowed new project negotiations in China to focus on collection procedures[68](index=68&type=chunk) [Finance Costs](index=29&type=section&id=Financial%20Review_Finance%20Costs) Finance costs for the fiscal year were approximately **0.5 million Ringgit**, an increase from **0.4 million Ringgit** last year, primarily due to interest on bank and other borrowings - Finance costs refer to interest on bank overdrafts, bank and other borrowings, and lease liabilities[69](index=69&type=chunk) - For the years ended June 30, 2025 and 2024, the Group recorded finance costs of approximately **0.5 million Ringgit** and **0.4 million Ringgit**, respectively[69](index=69&type=chunk) [Income Tax Expense](index=29&type=section&id=Financial%20Review_Income%20Tax%20Expense) Income tax expense for the fiscal year was approximately **447,000 Ringgit**, a significant increase from **77,000 Ringgit** last year, primarily due to increased revenue and profit from civil and structural engineering in Malaysia - Income tax expense for the fiscal year was approximately **447,000 Ringgit** (2024: **77,000 Ringgit**)[70](index=70&type=chunk) - The increase was primarily due to increased revenue and profit from the Group's civil and structural engineering operations in Malaysia during the fiscal year[70](index=70&type=chunk) [Loss and Loss Per Share](index=29&type=section&id=Financial%20Review_Loss%20and%20Loss%20Per%20Share) The loss attributable to owners of the Company for the fiscal year was approximately **28.3 million Ringgit**, with a loss per share of approximately **2.83 sen Ringgit**, both showing improvement from last year, primarily due to increased gross profit and a significant reduction in net impairment losses - The loss attributable to owners of the Company for the fiscal year was approximately **28.3 million Ringgit** (2024: **32.7 million Ringgit**)[71](index=71&type=chunk) - The loss per share for the fiscal year was approximately **2.83 sen Ringgit** (2023: **3.27 sen Ringgit**)[71](index=71&type=chunk) - The improved financial results were primarily due to increased gross profit and a significant reduction in net impairment loss on expected credit losses for trade receivables, contract assets, and other receivables[71](index=71&type=chunk) [Key Financial Ratios](index=29&type=section&id=Key%20Financial%20Ratios) [Overview of Key Financial Ratios](index=29&type=section&id=Key%20Financial%20Ratios_Summary) As of June 30, 2025, the Group's current ratio and quick ratio both decreased, the debt-to-asset ratio increased, and return on equity and return on total assets remained negative but improved, while interest coverage ratio remained negative Key Financial Ratios | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Current ratio (times) | 1.9 | 2.3 | | Quick ratio (times) | 1.9 | 2.3 | | Debt-to-asset ratio (%) | 5.5 | 4.5 | | Debt-to-equity ratio (%) | Not applicable | Not applicable | | Return on equity (%) | (41.8) | (35.4) | | Return on total assets (%) | (21.3) | (20.9) | | Interest coverage ratio (times) | (64.4) | (104.4) | - Both the current ratio and quick ratio decreased from **2.3 times** to **1.9 times**, indicating weakened liquidity[72](index=72&type=chunk)[73](index=73&type=chunk) - The debt-to-asset ratio increased from **4.5%** to **5.5%**, indicating an increased proportion of debt to total equity[72](index=72&type=chunk)[74](index=74&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=30&type=section&id=Liquidity,%20Financial%20Resources%20and%20Capital%20Structure) [Financial Policy](index=30&type=section&id=Financial%20Policy) The Group has adopted a prudent financial management policy aimed at ensuring proper fund recovery and allocation, maintaining sufficient funds to meet commitments, preserving adequate liquidity for operating expenses, and streamlining operational processes to save costs - The Group has adopted a prudent financial management policy to ensure proper and effective recovery and allocation of funds, maintain sufficient funds to meet capital commitments, preserve adequate liquidity to cover operating cash flows, project expenditures, and administrative expenses, and streamline operational processes to save construction-related costs[75](index=75&type=chunk) - The Board closely monitors the Group's liquidity position to ensure that the liquidity structure of assets, liabilities, and other commitments can meet its funding needs[75](index=75&type=chunk) [Dividends](index=30&type=section&id=Dividends_Liquidity) The Board does not recommend the payment of a final dividend for the fiscal year - The Board does not recommend the payment of a final dividend for the fiscal year (2024: nil)[76](index=76&type=chunk) [Capital and Reserves](index=30&type=section&id=Capital%20and%20Reserves) As of June 30, 2025, the Company's issued share capital was **5.3 million Ringgit**, with total equity of approximately **80.7 million Ringgit**, primarily comprising share capital and reserves; the Group's cash and cash equivalents were approximately **25.2 million Ringgit**, and total lease liabilities and bank borrowings were approximately **4.1 million Ringgit** - The Company's issued share capital is **5.3 million Ringgit**, with **1,000,000,000** ordinary shares in issue[77](index=77&type=chunk) Cash and Borrowings Situation | Item | 2025 (million Ringgit) | 2024 (million Ringgit) | | :--- | :--- | :--- | | Pledged fixed deposits | 6.8 | 6.6 | | Cash and cash equivalents | 25.2 | 28.9 | | Lease liabilities | 1.1 | 0.8 | | Bank and other borrowings | 3.0 | 4.0 | - Total equity attributable to owners of the Company was approximately **80.7 million Ringgit** (2024: **110.9 million Ringgit**), primarily comprising share capital and reserves[77](index=77&type=chunk) [Other Information](index=31&type=section&id=Other%20Information) [Significant Investments, Acquisitions or Disposals of Subsidiaries and Associates](index=31&type=section&id=Significant%20Investments,%20Acquisitions%20or%20Disposals) Except for the property disposal disclosed in this announcement, the Group had no other significant investments, acquisitions, or disposals of subsidiaries and associates during the fiscal year - Save as disclosed in this announcement, the Group had no significant investments, significant acquisitions or disposals of subsidiaries and associates during the fiscal year[78](index=78&type=chunk) [Capital Commitments](index=31&type=section&id=Capital%20Commitments) As of June 30, 2025 and 2024, the Group had no significant capital commitments - As of June 30, 2025 and 2024, the Group had no significant capital commitments[79](index=79&type=chunk) [Discloseable Transaction - Disposal of Property](index=31&type=section&id=Discloseable%20Transaction%20-%20Disposal%20of%20Property) In April 2025, the Group disposed of certain freehold land in Johor, Malaysia, for a total consideration of approximately **11.46 million Ringgit**; this transaction constituted a discloseable transaction but was not timely reported and announced due to management oversight, resulting in non-compliance with the Listing Rules - In April 2025, the Group disposed of certain freehold land in Johor, Malaysia, for a total consideration of approximately **11.46 million Ringgit**[80](index=80&type=chunk) - This disposal constituted a discloseable transaction, but due to unintentional oversight by management, it was not reported and announced in a timely manner, constituting non-compliance with Chapter 14 of the Listing Rules[80](index=80&type=chunk) [Pledge of Assets](index=31&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, certain freehold land, right-of-use assets for leasehold land and buildings, and fixed deposits of the Group were pledged as security for bank financing - As of June 30, 2025, certain freehold land with a net book value of **4.7 million Ringgit**, right-of-use assets for certain leasehold land and buildings with a total net book value of approximately **1.6 million Ringgit**, and fixed deposits of approximately **6.8 million Ringgit** were pledged as security for bank financing granted to the Group[81](index=81&type=chunk) [Future Plans for Material Investments and Capital Assets](index=31&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) Except as disclosed in this announcement, the Group has no specific plans for any material investments or capital assets in the coming year - Save as disclosed in this announcement, the Group has no specific plans for any material investments or capital assets in the coming year[82](index=82&type=chunk) [Contingent Liabilities](index=31&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities or pending litigations - As of June 30, 2025, the Group had no significant contingent liabilities or pending litigations[83](index=83&type=chunk) [Post-Reporting Period Event - Issuance of Promissory Notes](index=31&type=section&id=Post-Reporting%20Period%20Event%20-%20Issuance%20of%20Promissory%20Notes) On July 8, 2025, the Company's direct wholly-owned subsidiary entered into an agreement with an independent third party for the issuance of promissory notes with a total principal amount of up to **9.5 million USD**, which was fully completed in August 2025 - On July 8, 2025, the Company's direct wholly-owned subsidiary entered into an agreement with an independent third-party subscriber for the issuance of promissory notes with a total principal amount of up to **9.5 million USD**[84](index=84&type=chunk) - The notes are secured by a charge over the entire issued share capital of TBKS Holding Sdn. Bhd., an indirect wholly-owned subsidiary held by the Company through the issuer, and the subscription was fully completed in August 2025[84](index=84&type=chunk) [Other Corporate Information](index=32&type=section&id=Other%20Corporate%20Information) [Pledge of Shares](index=32&type=section&id=Pledge%20of%20Shares) A total of **600,000,000** shares held by TBKS International were pledged to an independent third party on September 28, 2021, as collateral for a loan facility of **180,000,000 HKD** provided to TBKS International, representing **60%** of the Company's issued share capital - A total of **600,000,000** shares held by TBKS International were pledged to an independent third party on September 28, 2021, as collateral for a loan facility of **180,000,000 HKD** provided to TBKS International[85](index=85&type=chunk) - The pledged shares represent **60%** of the Company's issued share capital as of the date of this announcement[85](index=85&type=chunk) [Foreign Currency Risk](index=32&type=section&id=Foreign%20Currency%20Risk) The Group primarily operates in Malaysia, and fluctuations in the value of the Malaysian Ringgit against other currencies may adversely affect the Group's business, financial condition, and operating results; management will monitor foreign currency risk and consider hedging activities - The Group primarily operates in Malaysia, and fluctuations in the value of the Malaysian Ringgit against other currencies will generate foreign currency exchange gains or losses and may adversely affect the Group's business, financial condition, and operating results[86](index=86&type=chunk) - Management will monitor the Group's foreign currency risk and will consider undertaking foreign exchange hedging activities to mitigate the impact of foreign currency exchange rate movements[86](index=86&type=chunk) - The Group did not use any derivative financial instruments during the fiscal year[86](index=86&type=chunk) [Employees and Remuneration Policy](index=32&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had **460** employees; the Group values human capital management, providing continuous training and competitive remuneration packages including basic salaries, discretionary bonuses, and allowances, with total employee costs for the fiscal year amounting to approximately **26.7 million Ringgit** - As of June 30, 2025, the Group had **460** employees (2024: **513** employees)[87](index=87&type=chunk) - The Group provides employees with induction training programs, continuous training and development, and competitive remuneration packages including basic salaries, discretionary bonuses, and allowances[87](index=87&type=chunk) - For the fiscal year, the Group's employee costs (including directors' remuneration) were approximately **26.7 million Ringgit** (2024: **30.0 million Ringgit**)[87](index=87&type=chunk) [Comparison of Business Objectives and Strategies with Actual Business Progress](index=32&type=section&id=Comparison%20of%20Business%20Objectives%20and%20Strategies%20with%20Actual%20Business%20Progress) The Group's business objectives and strategies include reserving funds, expanding the workforce, acquiring machinery, funding upfront expenses for new projects, acquiring businesses, reserving working capital, expanding petroleum trading, and seeking future investment opportunities; as of June 30, 2025, most of the net proceeds have been utilized, with the remaining **5.0 million HKD** to be used for general working capital and fully utilized by June 30, 2026 - The Group's business objectives and strategies include reserving funds to meet performance bond requirements, expanding the workforce, acquiring machinery, funding upfront expenses for new projects, acquiring businesses, reserving for working capital purposes, expanding and developing the petroleum trading business, and seeking future investment opportunities[88](index=88&type=chunk)[89](index=89&type=chunk) Use of Net Proceeds and Progress | Item | Original Allocation (million HKD) | Revised Allocation (million HKD) | Utilized as of June 30, 2024 (million HKD) | Utilized in Current Fiscal Year (million HKD) | Unutilized as of June 30, 2025 (million HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | | Performance bonds | 8.9 | (8.9) | – | – | – | | Workforce expansion | 13.4 | (13.4) | – | – | – | | Machinery acquisition | 17.8 | (17.8) | – | – | – | | Upfront expenses for new projects | 26.7 | (14.8) | (11.9) | – | – | | Business acquisitions | 13.4 | (13.4) | – | – | – | | Working capital | 4.8 | 24.1 | (16.9) | (7.0) | 5.0 | | Petroleum trading business | – | 40.0 | (40.0) | – | – | | Future investment opportunities | – | 4.2 | (4.2) | – | – | | **Total** | **85.0** | **–** | **(73.0)** | **(7.0)** | **5.0** | - As of June 30, 2025, the unutilized net proceeds were approximately **5.0 million HKD**, which will be used for general working capital and fully utilized by June 30, 2026[90](index=90&type=chunk)[91](index=91&type=chunk) - The reasons for changing the use of proceeds include the impact of the pandemic, geopolitical tensions, inflation, and high interest rates on global economic activity, as well as the weak real estate market in China, leading the Group to adopt a cautious approach for more effective allocation of financial resources[92](index=92&type=chunk) [Share Option Scheme](index=35&type=section&id=Share%20Option%20Scheme) The Company has adopted a share option scheme to incentivize and reward eligible persons; as of June 30, 2025, **10,000,000** share options remained unexercised with an exercise price of **0.35 HKD** per share, valid until May 11, 2026, and no share options were granted, exercised, cancelled, or lapsed during the fiscal year - The share option scheme aims to grant share options to employees, suppliers, customers, technical support personnel, shareholders, or other participants as incentives or rewards[93](index=93&type=chunk) - On May 12, 2021, the Company granted a total of **10,000,000** share options to two eligible persons, with an exercise price of **0.35 HKD** per share, valid until May 11, 2026[94](index=94&type=chunk) - As of June 30, 2025, the total number of securities available for issue under the share option scheme was **90,000,000** shares, representing **9%** of the issued share capital, with no changes in share options during the fiscal year[94](index=94&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=36&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) Save for the share option scheme, no arrangements were entered into by the Company or its subsidiaries during the fiscal year that would enable directors to acquire benefits by acquiring shares or debentures of the Company or any other body corporate - Save for the share option scheme, no arrangements were entered into by the Company or its subsidiaries during the fiscal year that would enable directors to acquire benefits by acquiring shares or debentures of the Company or any other body corporate[96](index=96&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=37&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the fiscal year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the fiscal year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[97](index=97&type=chunk) [Directors' Securities Transactions](index=37&type=section&id=Directors'%20Securities%20Transactions) The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all Directors have confirmed compliance with its requirements throughout the fiscal year - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules[98](index=98&type=chunk) - Following specific enquiries made to the Directors, all Directors have confirmed their compliance with the requirements of the Model Code throughout the fiscal year[98](index=98&type=chunk) [Corporate Governance](index=37&type=section&id=Corporate%20Governance) The Company is committed to implementing good corporate governance, has adopted the Corporate Governance Code as set out in Appendix C1 of the Listing Rules, and has complied with the applicable code throughout the fiscal year - The Company is committed to fulfilling its responsibilities to shareholders by safeguarding and enhancing shareholder value through good corporate governance[99](index=99&type=chunk) - The Company has adopted the Corporate Governance Code as set out in Appendix C1 of the Listing Rules and has complied with the applicable Corporate Governance Code throughout the fiscal year[99](index=99&type=chunk) [Audit Committee](index=37&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors with Mr. Chu Ho Tin as Chairman, has reviewed the audited consolidated financial statements for the year ended June 30, 2025, and found them to be in compliance with applicable accounting standards and requirements - The Audit Committee was established on September 5, 2019, and comprises three independent non-executive directors, with Mr. Chu Ho Tin as Chairman[100](index=100&type=chunk) - The Audit Committee has reviewed the audited consolidated financial statements for the year ended June 30, 2025, and is of the opinion that the results were prepared in accordance with applicable accounting standards and requirements and the Listing Rules, and that adequate disclosures have been made[100](index=100&type=chunk) [Auditor's Scope of Work](index=38&type=section&id=Auditor's%20Scope%20of%20Work) The Company's auditor, Kuan & Co. (Hong Kong) CPA Limited, has agreed to the consolidated financial statement data contained in the preliminary announcement, but its work does not constitute an assurance engagement, and therefore no opinion or assurance conclusion is issued on the preliminary announcement - The Company's auditor, Kuan & Co. (Hong Kong) CPA Limited, has agreed to the data in the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes for the Group for the year ended June 30, 2025, as contained in the preliminary announcement[101](index=101&type=chunk) - The work performed by the auditor in this regard does not constitute an assurance engagement, and therefore no opinion or assurance conclusion is issued on this preliminary announcement[101](index=101&type=chunk) [Publication on Company and HKEX Websites](index=38&type=section&id=Publication%20on%20Company%20and%20HKEX%20Websites) This annual results announcement has been published on the Company's website and the HKEX website; the Company's annual report for the year ended June 30, 2025, will be dispatched to shareholders in due course and will be available on the same websites - This annual results announcement has been published on the Company's website (www.tbkssb.com.my) and the HKEX website (www.hkexnews.hk)[102](index=102&type=chunk) - The Company's annual report for the year ended June 30, 2025, will be dispatched to shareholders in due course and will be available on the same websites[102](index=102&type=chunk)

[Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Consolidated revenue grew **62.5%** to **HK$585,835 thousand**, but the loss for the year expanded to **HK$330,606 thousand** due to fair value changes and impairment losses Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | **Revenue** | 585,835 | 360,402 | | **Gross Profit/(Loss)** | 110,858 | (42,757) | | **Loss Before Income Tax** | (335,672) | (294,149) | | **Loss for the Year** | (330,606) | (300,314) | | **Loss Attributable to Owners of the Company** | (259,112) | (257,302) | | **Basic Loss Per Share** | (37.93) HK cents | (37.67) HK cents | - Revenue growth was primarily attributable to **HK$221,300,000** from property sales[42](index=42&type=chunk) - Loss for the year was mainly due to a **HK$276,100,000** loss from fair value changes in investment properties and a **HK$26,600,000** impairment loss on mining rights[42](index=42&type=chunk) [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Total assets decreased, and net current liabilities expanded to **HK$388,543 thousand**, indicating liquidity pressure from reduced investment properties and mining rights Consolidated Statement of Financial Position Summary | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | **Non-current Assets** | 2,255,813 | 2,595,092 | | **Investment Properties** | 1,714,400 | 1,990,400 | | **Mining Rights** | 469,307 | 484,054 | | **Current Assets** | 573,266 | 771,813 | | **Properties Under Development and For Sale** | 279,398 | 485,123 | | **Cash and Cash Equivalents** | 36,358 | 49,156 | | **Current Liabilities** | (961,809) | (995,596) | | **Bank Loans (Current)** | (796,081) | (882,506) | | **Net Current Liabilities** | (388,543) | (223,783) | | **Net Assets** | 1,648,862 | 1,980,659 | | **Total Equity** | 1,648,862 | 1,980,659 | - As of June 30, 2025, the Group's current liabilities exceeded current assets by approximately **HK$388,543,000**, with **HK$796,081,000** in bank loans classified as current liabilities, while cash and cash equivalents were only **HK$36,358,000**[8](index=8&type=chunk) [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section details the basis of preparation, accounting policies, financial item composition and changes, and post-reporting events, focusing on going concern, revenue, segment performance, finance costs, tax, EPS, receivables, payables, and bank loans [Basis of Preparation](index=5&type=section&id=Basis%20of%20Preparation) Despite a **HK$259,112,000** loss and **HK$388,543,000** net current liabilities, the Board maintains a going concern basis, supported by asset sales, loan renewals, and shareholder credit lines - The Group incurred a **HK$259,112,000** loss and had **HK$388,543,000** in net current liabilities in FY2025, yet the Board believes it can continue as a going concern[8](index=8&type=chunk) - Some properties held for sale have been sold, with remaining units expected to sell within the forecast period, generating profits for bank loan repayment[8](index=8&type=chunk) - A bank loan of approximately **HK$654,694,000** was successfully renewed for three years, with **HK$606,500,000** expected to be repaid after June 30, 2026[8](index=8&type=chunk) - The controlling shareholder provided a **HK$60,000,000** credit facility for working capital, with an intention to extend it if needed[8](index=8&type=chunk) - An associated company agreed not to demand repayment of approximately **HK$38,396,000** in loans until all other third-party liabilities of the Group are settled[12](index=12&type=chunk) - The Group is considering selling certain assets to enhance liquidity and reduce debt, including the sale of all shares in its wholly-owned subsidiary, Daying Limited, for **RMB33,370,000** (approximately **HK$36,470,073**)[12](index=12&type=chunk) [Adoption of Hong Kong Financial Reporting Standards](index=7&type=section&id=Adoption%20of%20HKFRS) The Group adopted revised HKFRS effective July 1, 2024, including amendments on lease liabilities and liability classification, with no material impact on current or prior period financial performance or position - Revised Hong Kong Financial Reporting Standards, effective July 1, 2024, have been adopted, including HKFRS 16 (Revised) on lease liabilities in a sale and leaseback and HKAS 1 (Revised) on classification of liabilities as current or non-current[13](index=13&type=chunk) - These amendments had no material impact on the Group's performance or financial position for the current or prior periods[13](index=13&type=chunk) - New and amended HKFRS issued but not yet effective are listed, including HKFRS 18 Presentation and Disclosure in Financial Statements (effective January 1, 2027)[14](index=14&type=chunk) [Revenue and Segment Information](index=8&type=section&id=Revenue%20and%20Segment%20Information) Group revenue surged **62.5%** to **HK$585,835 thousand**, driven by property sales, with the property segment's loss expanding due to fair value changes, while Hong Kong revenue significantly increased [Revenue Composition](index=8&type=section&id=Revenue%20Composition) In FY2025, revenue was primarily from **HK$340,100 thousand** in goods sales and **HK$221,331 thousand** in property sales, with property sales being the main growth driver Revenue by Source | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Goods Sales | 340,100 | 333,897 | | Property Sales | 221,331 | – | | Rental Income | 23,074 | 22,320 | | Interest Income | 421 | 1,833 | | Dividend Income from Investments | 909 | 2,352 | | **Total Revenue** | 585,835 | 360,402 | - Property sales contributed **HK$221,331 thousand** in FY2025, up from zero in 2024, marking the primary driver of revenue growth[15](index=15&type=chunk) [Business Segment Performance](index=9&type=section&id=Business%20Segment%20Performance) Jewellery revenue slightly increased and became profitable, property investment and development segment revenue surged but loss expanded, mining continued losses with impairment, and investment revenue and results declined Segment Revenue and Results | Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | 2025 Results (HK$ thousand) | 2024 Results (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Jewellery Business | 340,100 | 333,897 | 19,857 | (23,692) | | Property Investment and Development | 244,405 | 22,320 | (313,174) | (266,588) | | Mining Business | – | – | (40,211) | (1,919) | | Investments | 1,330 | 4,185 | 1,832 | 2,518 | | **Consolidated** | 585,835 | 360,402 | (331,696) | (289,681) | - The jewellery business segment returned to profitability, recording a profit of **HK$19,857 thousand**, primarily due to streamlined operations and strategic cost control measures[19](index=19&type=chunk)[44](index=44&type=chunk) - The property investment and development segment's loss expanded to **HK$313,174 thousand**, mainly due to a **HK$276,058 thousand** loss from fair value changes in investment properties[19](index=19&type=chunk)[22](index=22&type=chunk) - The mining business recorded a **HK$40,211 thousand** loss and recognized an impairment loss on mining rights of **HK$26,599 thousand**[19](index=19&type=chunk)[22

Financial Performance - Revenue for the six months ended June 30, 2025, was HKD 148,849,000, representing an increase of 59% compared to HKD 93,698,000 for the same period in 2024[7] - Gross profit decreased to HKD 11,836,000, down 62.7% from HKD 31,705,000 year-over-year[7] - Operating loss for the period was HKD 68,914,000, compared to a loss of HKD 7,305,000 in the previous year, indicating a significant decline in operational performance[7] - The net loss attributable to the company’s owners was HKD 6,099,000, an improvement from a loss of HKD 25,808,000 in the same period last year[7] - The company reported a total comprehensive loss of HKD 60,896,000 for the period, compared to a loss of HKD 64,575,000 in the previous year[8] - The company reported a total loss of HKD 61,983,000 for the six months ended June 30, 2025, compared to a loss of HKD 36,813,000 in the same period of 2024[25] - The group reported a loss of approximately HKD 6,099,000 for the six months ended June 30, 2025, compared to a loss of HKD 25,808,000 for the same period in 2024[32] Assets and Liabilities - Total assets decreased to HKD 1,939,651,000 as of June 30, 2025, down from HKD 2,141,537,000 at the end of 2024[9][10] - Current liabilities decreased to HKD 794,834,000 from HKD 884,723,000, reflecting improved liquidity management[9] - Non-current assets decreased to HKD 1,553,850,000 from HKD 1,612,055,000, reflecting a reduction in long-term investments[9] - The company’s equity attributable to owners decreased to HKD 217,198,000 from HKD 238,345,000, indicating a decline in shareholder value[10] - The company’s current liabilities as of June 30, 2025, amounted to HKD 409,033,000, indicating significant liquidity concerns[14] - The group’s total liabilities amounted to HKD 1,270,872,000 as of June 30, 2025[26] Cash Flow and Liquidity - Cash and cash equivalents increased to HKD 67,928,000 from HKD 43,969,000, indicating a stronger cash position[9] - Cash flow from operating activities increased significantly to HKD 84,457,000 compared to HKD 31,555,000 in the same period last year[12] - The total cash and cash equivalents at the end of the period rose to HKD 67,928,000 from HKD 35,369,000 year-on-year[12] - The company experienced a net cash outflow from financing activities of HKD 72,094,000, an increase from HKD 31,362,000 in the previous year[12] - The group’s interest-bearing borrowings totaled approximately HKD 540,321,000 as of June 30, 2025, compared to HKD 577,328,000 as of December 31, 2024[64] - The group has maintained an appropriate level of liquidity throughout the reporting period, adhering to a prudent treasury policy[70] Revenue Sources - Revenue from property sales was HKD 135,702,000, up from HKD 76,007,000, indicating an increase of 78.5%[23] - The property development segment generated revenue of HKD 135,702,000, while the property investment segment reported a loss of HKD 91,272,000 for the six months ended June 30, 2025[25] - The company’s total customer contract revenue was HKD 141,496,000 for the six months ended June 30, 2025, compared to HKD 83,320,000 in the same period of 2024[23] - Rental income and sales from business apartments and office buildings in Shenzhen accounted for 5% and 91% of total revenue, respectively[59] Strategic Plans and Market Conditions - The company plans to accelerate the pre-sale of major property development projects to alleviate cash flow pressure[14] - The company plans to continue expanding its existing business and exploring new business opportunities, including seeking acquisition deals to enter new markets[76] - The company is focusing on transforming the real estate business from "selling space" to "empowering industries" and from "re-development" to "re-management"[58] - The real estate market in China is facing significant pressure and structural differentiation, with ongoing debt issues and market confidence affecting investment and sales[55] - The company plans to transform the Xuzhou Jin Gang Wan Plaza into a regional tourist accommodation center, aiming to sell the remaining property inventory within the next two years[57] Shareholder and Governance Information - Major shareholders include Rhenfield Development Corp. with a 55.06% stake and other individuals holding significant shares, including a total of 38,834,266 shares attributed to certain beneficial owners[81] - The company has complied with all corporate governance codes except for the separation of the roles of Chairman and CEO, which remains unfilled[88] - The audit committee is responsible for overseeing the integrity of the company's financial reports and has reviewed the accounting principles and practices adopted by the group[91] Employee and Management Costs - Employee costs for the reporting period were approximately HKD 8,491,000, a decrease of 12.4% compared to the previous year, primarily due to reduced administrative activities related to specific projects[74] - The total remuneration for the board of directors for the six months ended June 30, 2025, was HKD 1,032,000, slightly up from HKD 1,028,000 in the previous year[48] - For the six months ended June 30, 2025, the salaries and allowances paid to major shareholders were HKD 329,000 and HKD 299,000, respectively, compared to HKD 338,000 and HKD 308,000 for the same period in 2024[48] Other Financial Metrics - The average expected loss rate for trade receivables was 4% for amounts over 365 days as of June 30, 2025, compared to 15% for the same category as of December 31, 2024[37] - The group’s convertible bonds had a fair value of HKD 105,341,000 as of June 30, 2025, down from HKD 113,566,000 at the beginning of the year[41] - The group has contractual commitments of HKD 30,710,000 for investment properties and properties under development as of June 30, 2025, compared to HKD 34,983,000 at the end of 2024[46] - No dividends were declared or proposed for the six months ended June 30, 2025, consistent with the previous year[34]

Financial Performance - The group recorded total revenue of approximately HKD 49,791,000 for the year ended June 30, 2025, a decrease of about 14.95% compared to HKD 58,541,000 for the year ended June 30, 2024[3]. - Gross profit for the year ended June 30, 2025, was approximately HKD 7,685,000, down from HKD 14,922,000 in the previous year[3]. - The company reported a loss attributable to owners of approximately HKD 8,907,000, resulting in a basic loss per share of HKD 1.11[3]. - Total comprehensive expenses for the year amounted to HKD 9,491,000, compared to HKD 1,556,000 in the previous year[5]. - The company reported a segment profit of HKD 2,720,000 for the year ended June 30, 2024, compared to a loss of HKD 4,594,000 for the year ended June 30, 2025[23]. - The company reported a basic loss per share of HKD 0.0111 for the year ended June 30, 2025, compared to HKD 0.0015 for the year ended June 30, 2024[33]. - The company incurred a total cost of goods sold of HKD 33,313,000 in 2025, compared to HKD 32,432,000 in 2024[31]. Assets and Liabilities - Total assets decreased from HKD 60,827,000 in 2024 to HKD 57,559,000 in 2025, while total liabilities increased from HKD 29,600,000 to HKD 35,823,000 during the same period[24]. - Current assets decreased to HKD 55,471,000 from HKD 59,218,000 year-over-year[6]. - Current liabilities increased to HKD 34,907,000 from HKD 29,600,000 in the previous year[6]. - The company's equity attributable to owners decreased to HKD 41,715,000 from HKD 51,207,000 year-over-year[6]. - The current ratio decreased to approximately 1.59 from 2.00, and the debt-to-equity ratio increased to 110% from 40%[50]. Revenue Segmentation - The group reported total revenue from external customers of HKD 49,791,000, with contributions from swimwear and apparel (HKD 19,989,000), e-commerce and online shopping (HKD 28,858,000), and lending (HKD 944,000)[21]. - The swimwear and apparel segment generated revenue of approximately HKD 19,989,000, down from HKD 32,312,000, with a gross profit margin decreasing to 29.76% from 40.20% due to a reduction in higher-margin orders[46]. - The e-commerce and online shopping segment saw revenue increase to approximately HKD 28,858,000 from HKD 25,092,000, but gross profit margin decreased to 2.74% from 3.16% due to increased procurement costs from market competition[47]. - The lending segment generated revenue and gross profit of approximately HKD 944,000, maintaining a gross profit margin of 100%[48]. Cash and Bank Balances - The group had cash and bank balances of approximately HKD 11,883,000 as of June 30, 2025, with no short-term or long-term borrowings[3]. - As of June 30, 2025, total assets were approximately HKD 57,559,000, down from HKD 60,827,000, with cash and bank balances at approximately HKD 11,883,000 compared to HKD 17,038,000 in the previous year[50]. Accounting Policies and Standards - The application of the revised Hong Kong Financial Reporting Standards did not have a significant impact on the group's financial position and performance[11]. - The group has adopted the revised Hong Kong Accounting Standards for classifying liabilities as current or non-current, which clarifies the assessment of deferred settlement rights[12]. - The group has implemented new disclosure requirements regarding supplier financing arrangements, allowing users to assess the impact on liabilities and cash flows[15]. - The group has not early adopted any new accounting standards that have been issued but are not yet effective, indicating no significant expected impact on future financial statements[18]. - The group’s accounting policies for operating segments are consistent with the overall accounting policies, ensuring uniformity in financial reporting[20]. - The group’s financial statements reflect the impact of new accounting policies retrospectively, ensuring compliance with the latest standards[14]. Employee and Operational Costs - Employee benefits expenses increased to approximately HKD 14,530,000 from HKD 13,367,000, with a total of 88 full-time employees as of June 30, 2025, down from 95[57]. - The company’s employee costs accrued were HKD 15,260,000 in 2025, compared to HKD 14,802,000 in 2024, reflecting an increase of 3.1%[40]. - The company’s financial costs for the year ended June 30, 2025, were HKD 233,000, a decrease from HKD 200,000 in 2024[29]. Risks and Future Outlook - The company identified significant risks, including reliance on five major suppliers for 77% of total procurement and five major customers accounting for 94% of total revenue[51][52]. - The group expects stable performance in the production and sale of swimwear and apparel, with plans to regain reasonable order shares from its largest customer in the coming year[60]. - The group will continue to implement cost-cutting measures and prepare to seize opportunities arising from market recovery[60]. - In the e-commerce and online shopping segment, the group faces increasing market competition and high procurement costs, alongside a decline in demand for high-quality mobile phones[60]. - The group will maintain and develop its lending business, allocating sufficient resources to meet business demands[61]. Dividends and Share Capital - The board does not recommend the payment of any dividend for the year ended June 30, 2025[3]. - The company did not declare or propose any dividends for the year ended June 30, 2025, consistent with the previous year[32]. - The company’s total issued and paid-up share capital remained stable at HKD 1,050,000,000 for both 2025 and 2024[15]. Audit and Compliance - The audit committee has reviewed the group's audited performance for the year[64]. - The company has adopted a code of conduct for directors' securities trading, which complies with GEM listing rules[67]. - The group's auditors have agreed that the preliminary financial data aligns with the draft financial statements for the year[68]. - The annual report will be sent to shareholders and will be available on the company's website at an appropriate time[69]. - The board of directors confirms the accuracy and completeness of the information disclosed in the announcement[71].

Unisound AI Technology Co., Ltd. 雲知聲智能科技股份有限公司 （於中華人民共和國註冊成立的股份有限公司） 股份代號：9678 2025 中期報告 2025 Interim Report Stock Code: 9678 Unisound AI Technology Co., Ltd. 雲知聲智能科技股份有限公司 u nd AI Te c h n olo gy U nis o C o., Lt d. 雲知聲 智 能 科 技 股 份 有 限 公 司 2025 Interim Report 中期報告 (A joint stock company incorporated in the People's Republic of China with limited liability) 目錄 | 釋義 | 2 | | | --- | --- | --- | | 公司資料 | 5 | | | 財務摘要 | 7 | | | 8 | | 管理層討論與分析 | | 24 | | 企業管治及其他資料 | | 獨立核數師報告 | 33 | | | 35 | | 中期簡明合併全面收益表 | | 37 ...

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 佈 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 就 因 本 公 佈 全 部 或 任 何 部 分 內 容 而 產 生 或因倚賴該等內容而引致的任何損失承擔任何責任。 KINGWELL GROUP LIMITED 京維集團有限公 司 （於開曼群島註冊成立之有限公司） （股份代號：1195） 截至二零二五年六月三十日止年度 全年業績公佈 業績 京維集團有限公司（「本公司」或「京維」）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年度（「本年度」）之初步綜合業績，連 同截至二零二四年六月三十日止年度同期之比較數字。 – 1 – – 2 – 綜合損益及其他全面收益表（續） 截至二零二五年六月三十日止年度 | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | 附註 | 人民幣千元 | 人民幣千元 | | 下列應佔（虧損）／收入︰ ...

[Financial Summary](index=1&type=section&id=Financial%20Summary) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended June 30, 2025, the company's revenue grew by 7.4%, but gross profit significantly decreased by 41.8%, leading to a slight narrowing of loss for the year by 0.2%; EBITDA declined by 57.2%, and basic and diluted loss per share improved Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | % Change (approx) | | :--- | :--- | :--- | :--- | | Revenue | 86,632 | 80,644 | 7.4% | | Gross Profit | 12,376 | 21,248 | (41.8%) | | Loss for the Year | (24,495) | (24,550) | (0.2%) | | EBITDA | 5,054 | 11,813 | (57.2%) | | Basic and Diluted Loss Per Share (RMB cents) | (7.24) | (7.98) | (9.3%) | [Consolidated Statement of Financial Position](index=1&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's cash and cash equivalents significantly increased by 390.6%, while inventory and trade receivables notably decreased; total borrowings reduced, but net liabilities increased by 7.0% Consolidated Statement of Financial Position Key Data | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | % Change (approx) | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 23,527 | 4,796 | 390.6% | | Inventory | 3,614 | 36,616 | (90.1%) | | Trade Receivables | 2,637 | 4,315 | (38.9%) | | Borrowings | (187,786) | (211,436) | (11.2%) | | Net Liabilities | (270,163) | (252,543) | 7.0% | [Business Review and Outlook](index=2&type=section&id=Business%20Review%20and%20Outlook) [Overall Business Performance](index=2&type=section&id=Overall%20Business%20Performance) During the reporting period, the Group's revenue increased by 7.4% to RMB 86,632,000, primarily driven by increased sales of frozen concentrated orange juice and not-from-concentrate orange juice to B2B clients; however, gross profit margin decreased from 26.3% to 14.3% due to higher procurement costs from reduced orange yields and external sourcing, with the Group continuing to focus on core businesses and maintaining proprietary brand product sales - During the reporting period, the Group's revenue was approximately **RMB 86,632,000**, representing a year-on-year increase of approximately **7.4%**[5](index=5&type=chunk) - Revenue growth was primarily due to focusing on producing and expanding sales of frozen concentrated orange juice and not-from-concentrate orange juice to B2B clients[5](index=5&type=chunk) - Gross profit was approximately **RMB 12,376,000**, with a gross profit margin of approximately **14.3%** (26.3% in the same period last year), mainly due to increased procurement costs from reduced orange yields and external sourcing of concentrated orange juice[5](index=5&type=chunk) - The Group will refocus on the frozen concentrated orange juice and related products business, while maintaining sales of "Summi" fresh squeezed orange juice, "Be Juice" fresh squeezed fruit juice series, "Kokonut" coconut juice series, and Summi low-sugar juice series products[6](index=6&type=chunk) [Auditor's Opinion and Management's Response](index=2&type=section&id=Auditor's%20Opinion%20and%20Management's%20Response) The company's auditor, Elite Partners CPA Limited, was unable to form an audit opinion on the consolidated financial statements, primarily due to significant uncertainties regarding going concern; management and the audit committee concur with the auditor's opinion and have implemented several measures to improve liquidity, including reaching a preliminary restructuring agreement with banks on overdue borrowings, confident that the restructuring will enhance financial stability - The auditor, Elite Partners, was unable to form an audit opinion on the Group's consolidated financial statements, with reasons detailed in the "Independent Auditor's Report" section[7](index=7&type=chunk) - The Board and Audit Committee agree with the auditor's opinion, and management is committed to improving the liquidity position[8](index=8&type=chunk) - The company has reached a preliminary restructuring agreement with banks, including extending repayment terms to **48 months** (extendable to **72 months**), with interest calculated at **1% plus RFR per annum**, and a suspension of winding-up petitions[8](index=8&type=chunk) - Management believes that the preparation of consolidated financial statements on a going concern basis is appropriate[8](index=8&type=chunk) [Operating Performance](index=3&type=section&id=Operating%20Performance) During the reporting period, sales of frozen concentrated orange juice and related products increased by 22.1%, accounting for 92.4% of total revenue and becoming the primary revenue source, while Summi branded product sales significantly decreased by 56.4% Revenue Breakdown by Product Category | Product Category | 2025 (RMB thousands) | % of Total Revenue | 2024 (RMB thousands) | % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Summi Branded Products and Other Products | 6,551 | 7.6% | 15,031 | 18.6% | | Frozen Concentrated Orange Juice and Related Products | 80,081 | 92.4% | 65,613 | 81.4% | | **Total** | **86,632** | **100.0%** | **80,644** | **100.0%** | - Sales of Summi products decreased by approximately **56.4%** from approximately **RMB 15,031,000** last year to approximately **RMB 6,551,000** in the current period[10](index=10&type=chunk) - Sales of frozen concentrated orange juice and related products increased by approximately **22.1%** from approximately **RMB 65,613,000** in the same period last year to approximately **RMB 80,081,000** in the current period, primarily due to the strategy of focusing on B2B clients[11](index=11&type=chunk) [Selling, Distribution Costs, and Administrative Expenses](index=4&type=section&id=Selling,%20Distribution%20Costs,%20and%20Administrative%20Expenses) During the reporting period, distribution costs significantly decreased by 43.4%, while administrative expenses slightly increased by 2.1% - Distribution costs decreased by approximately **43.4%** from approximately **RMB 4,058,000** in the same period last year to approximately **RMB 2,298,000** in the current period[13](index=13&type=chunk) - Administrative expenses increased by approximately **2.1%** from approximately **RMB 28,835,000** in the same period last year to approximately **RMB 29,440,000** in the current period[13](index=13&type=chunk) [Finance Costs](index=4&type=section&id=Finance%20Costs) During the reporting period, the Group's finance costs decreased by approximately 14.2% - Finance costs decreased by approximately **14.2%** from approximately **RMB 19,606,000** in the same period last year to approximately **RMB 16,828,000** in the current period[14](index=14&type=chunk) [Net Loss](index=4&type=section&id=Net%20Loss) During the reporting period, the Group's net loss was approximately RMB 24,495,000, remaining largely stable compared to RMB 24,550,000 in the same period last year - During the reporting period, the Group's net loss was approximately **RMB 24,495,000**, compared to approximately **RMB 24,550,000** in the same period last year[15](index=15&type=chunk) [Liquidity, Financial Resources, Capital Gearing, and Capital Structure](index=5&type=section&id=Liquidity,%20Financial%20Resources,%20Capital%20Gearing,%20and%20Capital%20Structure) [Liquidity](index=5&type=section&id=Liquidity) As of June 30, 2025, the Group's net current liabilities increased, indicating persistent liquidity pressure - As of June 30, 2025, net current liabilities were approximately **RMB 345,810,000** (2024: net current liabilities approximately **RMB 335,134,000**)[16](index=16&type=chunk) [Financial Resources](index=5&type=section&id=Financial%20Resources) As of June 30, 2025, the Group's cash and cash equivalents significantly increased, while total bank and other borrowings and corporate bonds decreased; inventory substantially declined, and trade and other receivables slightly increased Financial Resources Key Data | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 23,527 | 4,796 | | Total Bank and Other Borrowings | 187,786 | 211,436 | | Corporate Bonds | 39,021 | 40,456 | | Trade and Other Receivables | 9,483 | 8,166 | | Inventory | 3,614 | 36,616 | [Capital Gearing](index=5&type=section&id=Capital%20Gearing) The Group's quick ratio and current ratio are both low, and the capital gearing ratio is not applicable due to negative total equity, indicating challenges in its capital structure Capital Gearing Ratios | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Quick Ratio (times) | 0.09 | 0.03 | | Current Ratio (times) | 0.10 | 0.13 | | Capital Gearing Ratio | Not Applicable | Not Applicable | - The Board's approach to working capital management is to ensure the Group has sufficient liquid assets to meet its liabilities as they fall due[18](index=18&type=chunk) [Foreign Exchange Risk](index=5&type=section&id=Foreign%20Exchange%20Risk) The Group faces foreign exchange risk primarily from USD-pegged currencies, as most revenue is denominated in RMB while some borrowings are in USD; the Group has established a foreign exchange risk management policy, utilizing forward contracts and various derivative instruments to mitigate this risk - The Group's foreign exchange risk primarily arises from currencies pegged to the US Dollar, as revenue is denominated in RMB, while some borrowings are denominated in US Dollars[20](index=20&type=chunk) - The Group has established a foreign exchange risk management policy, utilizing forward contracts and various derivative instruments to mitigate related risks[20](index=20&type=chunk) [Pledge of Assets](index=6&type=section&id=Pledge%20of%20Assets) As of the end of the reporting period, the Group had pledged certain property, plant and equipment, and right-of-use assets to lenders as collateral for credit facilities, with the total pledged assets increasing Total Pledged Assets | Asset Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Property, Plant and Equipment | 52,414 | 52,917 | | Right-of-Use Assets | 15,201 | 11,652 | | **Total** | **67,615** | **64,569** | - The issued shares of certain subsidiaries of the Company have also been pledged to secure the Group's borrowings[87](index=87&type=chunk) [Contingent Liabilities](index=6&type=section&id=Contingent%20Liabilities) The Group has fully provided for a former employee's claim for unpaid wages; the directors believe that other civil litigation cases, being in early stages or having a high probability of success, will not adversely affect the Group's results and financial position, and adequate provisions have been made - The Company received a claim from a former employee for unpaid wages and year-end payments totaling **HKD 2,520,000** (approximately **RMB 2,298,000**), for which full provision has been made[22](index=22&type=chunk) - The directors believe that several civil litigation cases in which the Group is involved are in early stages and/or have a high probability of success, and will not adversely affect the Group's results and financial position[22](index=22&type=chunk) [Capital Expenditure](index=6&type=section&id=Capital%20Expenditure) During the reporting period, the Group's capital expenditure significantly increased, primarily for the acquisition of property, plant and equipment - During the reporting period, the Group's capital expenditure was approximately **RMB 7,318,000** (2024: approximately **RMB 2,213,000**), primarily for the acquisition of property, plant and equipment[23](index=23&type=chunk) [Human Resources and Remuneration Policy](index=6&type=section&id=Human%20Resources%20and%20Remuneration%20Policy) As of June 30, 2025, the Group's number of employees slightly decreased; the Group offers competitive remuneration, discretionary bonuses, and social insurance benefits, while emphasizing employee training and development - As of June 30, 2025, the Group had **93 employees** (2024: **98 employees**)[24](index=24&type=chunk) - The Group provides employees with competitive remuneration packages, discretionary bonuses, and social insurance benefits, along with appropriate employee training and development[24](index=24&type=chunk) [Events After Reporting Period](index=6&type=section&id=Events%20After%20Reporting%20Period) Apart from matters disclosed in this annual results announcement, the Group had no other significant events after the reporting period - Except for disclosures contained elsewhere in this annual results announcement, the Group had no other significant events after the reporting period[25](index=25&type=chunk) [Consolidated Financial Statements](index=7&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income (Detailed)](index=7&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income%20(Detailed)) For the year ended June 30, 2025, the Group's revenue increased to RMB 86,632 thousand, but cost of sales grew more significantly, leading to a decrease in gross profit; despite an increase in other income and expenses, net, administrative expenses and finance costs remained major expenditures, resulting in a loss for the year of RMB 24,495 thousand, largely consistent with the prior year Consolidated Statement of Profit or Loss and Other Comprehensive Income (RMB thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 86,632 | 80,644 | | Cost of Sales | (74,256) | (59,396) | | Gross Profit | 12,376 | 21,248 | | Other Income and Expenses, Net | 13,517 | 10,425 | | Selling and Distribution Expenses | (2,298) | (4,058) | | Administrative Expenses | (29,440) | (28,835) | | Finance Costs | (16,828) | (19,606) | | Loss Before Tax | (24,495) | (24,550) | | Loss for the Year | (24,495) | (24,550) | | Loss for the Year Attributable to Owners of the Company | (24,660) | (24,545) | | Basic and Diluted Loss Per Share (RMB cents) | (7.24) | (7.98) | [Consolidated Statement of Financial Position (Detailed)](index=8&type=section&id=Consolidated%20Statement%20of%20Financial%20Position%20(Detailed)) As of June 30, 2025, the Group's non-current assets slightly decreased, while inventory within current assets significantly reduced, and cash and cash equivalents notably increased; total current liabilities remained stable, but net current liabilities and deficit attributable to owners of the Company both expanded, reflecting ongoing financial pressure Consolidated Statement of Financial Position (RMB thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Property, Plant and Equipment | 58,663 | 64,790 | | Right-of-Use Assets | 16,984 | 17,998 | | **Total Non-Current Assets** | **75,647** | **82,788** | | Inventory | 3,614 | 36,616 | | Trade and Other Receivables | 9,483 | 8,166 | | Cash and Cash Equivalents | 23,527 | 4,796 | | **Total Current Assets** | **36,624** | **50,467** | | Trade and Other Payables | 155,435 | 133,184 | | Borrowings | 187,786 | 211,436 | | Corporate Bonds | 39,021 | 40,456 | | **Total Current Liabilities** | **382,434** | **385,601** | | Net Current Liabilities | (345,810) | (335,134) | | Deficit Attributable to Owners of the Company | (270,163) | (252,362) | [Notes to the Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [General Information](index=9&type=section&id=General%20Information) Summi (Group) Holdings Limited is an investment holding company incorporated in the Cayman Islands with shares listed on the Hong Kong Stock Exchange; the Group primarily engages in the manufacturing and sale of frozen concentrated orange juice and related products, as well as Summi 100% fresh squeezed orange juice and other products, with the Company's functional currency being HKD, but consolidated financial statements presented in RMB - The Company is an investment holding company incorporated in the Cayman Islands, with its shares listed on the Hong Kong Stock Exchange[28](index=28&type=chunk)[29](index=29&type=chunk) - The Group is principally engaged in the manufacturing and sale of frozen concentrated orange juice and other related products, as well as Summi 100% fresh squeezed orange juice and other products[29](index=29&type=chunk) - The Company's functional currency is HKD, but the consolidated financial statements are presented in RMB[29](index=29&type=chunk) [Basis of Presentation of Consolidated Financial Statements](index=9&type=section&id=Basis%20of%20Presentation%20of%20Consolidated%20Financial%20Statements) Despite facing continuous losses, increasing net current liabilities and shareholder deficit, and instances of borrowing defaults and winding-up petitions, the Board believes the Group can continue as a going concern based on several plans and measures, and has prepared the financial statements on this basis - For the year ended June 30, 2025, the Group incurred a loss attributable to owners of the Company of approximately **RMB 24,660,000**[30](index=30&type=chunk) - As of June 30, 2025, the Group had net current liabilities of approximately **RMB 345,810,000** and a deficit attributable to owners of the Company of approximately **RMB 270,163,000**[30](index=30&type=chunk) - Certain of the Group's borrowings and corporate bonds were in default due to late or overdue principal and/or interest payments, resulting in approximately **RMB 90,130,000** and **RMB 39,021,000** becoming immediately repayable[32](index=32&type=chunk) - The Company received a winding-up petition against it, with the hearing adjourned to October 6, 2025[32](index=32&type=chunk) [Going Concern Assessment](index=9&type=section&id=Going%20Concern%20Assessment) The directors reasonably expect the Group to have sufficient resources to continue operating in the foreseeable future, thus adopting the going concern basis of accounting for the consolidated financial statements, despite significant uncertainties - The directors reasonably expect the Group to have sufficient resources to continue operating in the foreseeable future, and therefore continue to adopt the going concern basis of accounting in preparing the consolidated financial statements[30](index=30&type=chunk) - The aforementioned conditions indicate the existence of material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern[32](index=32&type=chunk) [Plans and Measures](index=10&type=section&id=Plans%20and%20Measures) To alleviate liquidity pressure, the Group has formulated several plans, including identifying potential fundraising opportunities, negotiating overdue borrowing restructuring with banks, communicating with other lenders for loan renewal and extension, and strictly controlling operating costs and capital expenditures - The Company continues to identify potential fundraising opportunities and evaluate appropriate fundraising mechanisms (Fundraising Plan)[34](index=34&type=chunk) - Regarding overdue bank borrowings, management has met with bank representatives to negotiate repayment extensions and reach settlement agreements to facilitate the withdrawal of winding-up petitions (Overdue Borrowings Restructuring Plan)[34](index=34&type=chunk) - The Group has also maintained active communication with other relevant lenders regarding the renewal and extension of existing borrowings and corporate bonds with planned repayment dates within twelve months (Other Borrowings Restructuring Plan)[34](index=34&type=chunk) - The Group has continued to take measures to control operating and administrative costs, and to control capital expenditure through strict investment decision governance (Strict Management Plan)[34](index=34&type=chunk) [Application of New and Revised International Financial Reporting Standards ('IFRSs')](index=10&type=section&id=Application%20of%20New%20and%20Revised%20International%20Financial%20Reporting%20Standards%20('IFRSs')) This year, the Group first applied several amendments to IFRSs, which had no significant impact on the financial position and performance of the current and prior years; concurrently, the Group is evaluating new standards issued but not yet effective, particularly IFRS 18, which is expected to affect the presentation and disclosure of the statement of profit or loss but not materially impact the consolidated financial position and performance - The application of the revised IFRSs in the current year had no significant impact on the Group's financial position and performance for the current and prior years, and/or the disclosures contained in these consolidated financial statements[33](index=33&type=chunk) - IFRS 18 "Presentation and Disclosure in Financial Statements" will replace IAS 1 and is expected to affect the presentation of the statement of profit or loss and future disclosures in the consolidated financial statements, but is not expected to have a significant impact on the Group's consolidated financial position and performance[36](index=36&type=chunk) [Revenue](index=12&type=section&id=Revenue) The Group's revenue primarily derives from the manufacturing and sale of frozen concentrated orange juice and related products, which accounted for 92.4% of total revenue in 2025, with food and beverage manufacturers as key customers; revenue from Summi fresh squeezed orange juice and other products decreased, and all revenue is recognized at a point in time, mainly from the Mainland China market Disaggregation of Revenue from Contracts with Customers (RMB thousands) | Product Category | 2025 | 2024 | | :--- | :--- | :--- | | Frozen Concentrated Orange Juice | 80,081 | 65,613 | | Summi Fresh Squeezed Orange Juice | 6,551 | 14,482 | | Summi Branded Products | – | 549 | | **Total** | **86,632** | **80,644** | Revenue by Sales Channel/Customer Type (RMB thousands) | Sales Channel/Customer Type | 2025 | 2024 | | :--- | :--- | :--- | | Food and Beverage Manufacturers | 80,081 | 65,613 | | Retail | 6,476 | 14,481 | | Restaurants | 75 | 550 | | **Total** | **86,632** | **80,644** | Revenue by Geographical Market (RMB thousands) | Geographical Market | 2025 | 2024 | | :--- | :--- | :--- | | Mainland China | 86,557 | 79,471 | | Hong Kong | 75 | 1,173 | | **Total** | **86,632** | **80,644** | - All revenue contracts have a duration of one year or less[50](index=50&type=chunk) [Disaggregation of Revenue from Contracts with Customers](index=12&type=section&id=Disaggregation%20of%20Revenue%20from%20Contracts%20with%20Customers) The Group's revenue primarily stems from frozen concentrated orange juice and related products, mainly sold to food and beverage manufacturers, with all revenue recognized at a point in time; Mainland China is the Group's primary market - The Group is principally engaged in the manufacturing and sale of frozen concentrated orange juice and other related products, as well as Summi fresh squeezed orange juice and other products[38](index=38&type=chunk) - Revenue from frozen concentrated orange juice and related products accounted for **92.4%** of total revenue, primarily sold to food and beverage manufacturers[39](index=39&type=chunk) - All revenue from contracts with customers is recognized at a point in time[40](index=40&type=chunk) - Mainland China is the Group's primary source of revenue, contributing **RMB 86,557 thousand** in 2025[43](index=43&type=chunk) [Performance Obligations and Revenue Recognition Policies for Contracts with Customers](index=14&type=section&id=Performance%20Obligations%20and%20Revenue%20Recognition%20Policies%20for%20Contracts%20with%20Customers) The Group recognizes revenue when the amount can be reliably measured, future economic benefits are probable to flow to the entity, and specific business activity criteria are met; for frozen concentrated orange juice and related products, revenue is recognized when control of the goods transfers (i.e., upon shipment to the customer's designated location), while for Summi fresh squeezed orange juice and other products, revenue is recognized upon shipment to the customer and transfer of control - The Group recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity, and specific criteria for each business activity have been met[46](index=46&type=chunk) - Revenue from the sale of frozen concentrated orange juice and other related products is recognized when control of the goods has transferred, which is when the goods are shipped to the customer's designated location[47](index=47&type=chunk) - Revenue from the sale of Summi fresh squeezed orange juice and other products is recognized when the goods are shipped to the customer and control of the goods has transferred, which is at the point in time when the customer purchases the goods[48](index=48&type=chunk) [Operating Segment Information](index=15&type=section&id=Operating%20Segment%20Information) The Group's business is divided into two segments: manufacturing and sale of frozen concentrated orange juice and related products, and manufacturing and sale of Summi fresh squeezed orange juice and other products; the frozen concentrated orange juice segment achieved revenue growth in 2025 but turned to a loss, while the Summi fresh squeezed orange juice segment saw revenue decline but turned to profit, with the Group's main operations located in Mainland China and a high reliance on major customer A - The Group's business is divided into two segments: (1) manufacturing and sale of frozen concentrated orange juice and other related products business segment; and (2) manufacturing and sale of Summi fresh squeezed orange juice business and other products business segment[51](index=51&type=chunk) Segment Revenue and Results (RMB thousands) | Segment | 2025 Revenue | 2025 Results | 2024 Revenue | 2024 Results | | :--- | :--- | :--- | :--- | :--- | | Frozen Concentrated Orange Juice and Related Products | 80,081 | (3,359) | 65,613 | 16,020 | | Summi Fresh Squeezed Orange Juice and Other Products | 6,551 | 1,860 | 15,031 | (11,998) | | **Consolidated Revenue** | **86,632** | **(1,499)** | **80,644** | **4,022** | - The Group's business is primarily located in Hong Kong and Mainland China, with Mainland China contributing the vast majority of revenue[57](index=57&type=chunk) - Customer A contributed **RMB 44,109 thousand** in revenue in 2025, representing a significant proportion of total sales in the frozen concentrated orange juice and related products business segment[58](index=58&type=chunk) [Segment Revenue and Results](index=16&type=section&id=Segment%20Revenue%20and%20Results) In 2025, the frozen concentrated orange juice and related products segment saw an increase in external sales but its segment results shifted from profit to loss, while the Summi fresh squeezed orange juice and other products segment experienced a decrease in external sales but its segment results turned from loss to profit | Segment | 2025 External Customer Sales | 2025 Segment Results | 2024 External Customer Sales | 2024 Segment Results | | :--- | :--- | :--- | :--- | :--- | | Manufacturing and Sale of Frozen Concentrated Orange Juice and Other Related Products Business | 80,081 | (3,359) | 65,613 | 16,020 | | Manufacturing and Sale of Summi Fresh Squeezed Orange Juice and Other Products Business | 6,551 | 1,860 | 15,031 | (11,998) | | **Consolidated Revenue** | **86,632** | **(1,499)** | **80,644** | **4,022** | [Segment Assets and Liabilities](index=17&type=section&id=Segment%20Assets%20and%20Liabilities) As of June 30, 2025, the Group's total segment assets increased, but corporate and other unallocated assets were negative; total segment liabilities slightly decreased, but corporate and other unallocated liabilities increased, keeping total liabilities at a high level | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Segment Assets | 153,439 | 122,129 | | Corporate and Other Unallocated Assets | (41,168) | 11,126 | | **Total Assets** | **112,271** | **133,255** | | Segment Liabilities | 221,974 | 234,950 | | Corporate and Other Unallocated Liabilities | 160,460 | 150,848 | | **Total Liabilities** | **382,434** | **385,798** | [Other Segment Information](index=18&type=section&id=Other%20Segment%20Information) In 2025, the Group's depreciation expenses decreased, but capital expenditure for additions to non-current assets significantly increased; reversal of impairment losses on inventory decreased, and finance costs were reduced | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Depreciation | 12,722 | 16,764 | | Additions to Non-Current Assets | 7,318 | 2,823 | | Reversal of Impairment Losses Recognized on Inventory | (2,854) | (8,709) | | Finance Costs | 16,828 | 19,606 | [Geographical Information and Major Customer Information](index=19&type=section&id=Geographical%20Information%20and%20Major%20Customer%20Information) The Group's revenue primarily originates from Mainland China, with a significant decrease in Hong Kong market revenue; within the frozen concentrated orange juice and related products business segment, Customer A is a major client, whose revenue contribution significantly increased Revenue by Business Location (RMB thousands) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Mainland China | 86,557 | 79,471 | | Hong Kong | 75 | 1,173 | | **Total** | **86,632** | **80,644** | Major Customer Revenue (RMB thousands) | Customer | 2025 | 2024 | | :--- | :--- | :--- | | Customer A | 44,109 | 23,819 | | Customer B | 11,631 | 10,558 | | Customer C* | Not Applicable | 12,053 | | Customer D | – | 8,635 | *Relevant revenue did not account for 10% of the Group's total annual revenue. [Other Income and Expenses, Net](index=20&type=section&id=Other%20Income%20and%20Expenses,%20Net) In 2025, the Group's other income and expenses, net, increased, primarily benefiting from the waiver of accrued interest payable and the reversal of accrued fees payable to third parties; government grants significantly decreased, losses were incurred from the disposal of property, plant and equipment, but gains arose from the redemption of corporate bonds Other Income and Expenses, Net (RMB thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Bank Interest Income | 1 | 7 | | Government Grants | 200 | 1,749 | | Loss on Disposal of Property, Plant and Equipment and Right-of-Use Assets | (1,247) | (12) | | Gain on Redemption/Settlement of Corporate Bonds | 449 | – | | Reversal of Accrued Fees Payable to Third Parties | 4,137 | – | | Waiver of Accrued Interest Payable | 9,034 | 10,264 | | **Total** | **13,517** | **10,425** | - Government grants decreased from **RMB 1,749,000** in 2024 to **RMB 200,000** in 2025[59](index=59&type=chunk) - On September 24, 2024, the Group redeemed/settled corporate bonds with an outstanding principal amount of **HKD 1,000,000** for a consideration of **HKD 550,000**, resulting in a gain of approximately **RMB 449,000**[59](index=59&type=chunk) [Finance Costs](index=21&type=section&id=Finance%20Costs) In 2025, the Group's total finance costs decreased, primarily due to reduced interest and default interest expenses on bank and other borrowings Finance Costs Breakdown (RMB thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest and Default Interest Expenses on Corporate Bonds | 4,154 | 3,422 | | Interest and Default Interest Expenses on Bank and Other Borrowings | 12,633 | 16,149 | | Interest on Lease Liabilities | 41 | 35 | | **Total** | **16,828** | **19,606** | [Loss Before Tax](index=21&type=section&id=Loss%20Before%20Tax) In 2025, the Group's loss before tax remained largely stable compared to the prior year; staff costs slightly decreased, inventory costs significantly increased, and depreciation expenses reduced Loss Before Tax Components (RMB thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Staff Costs | 5,577 | 5,810 | | Cost of Inventories Recognized as Expense | 74,256 | 59,396 | | Reversal of Impairment Losses Recognized on Inventory | (2,854) | (8,709) | | Depreciation | 12,722 | 16,764 | | Auditor's Remuneration | 555 | 1,110 | | **Loss Before Tax** | **(24,495)** | **(24,550)** | [Income Tax](index=22&type=section&id=Income%20Tax) The Group generated no assessable profits in the Cayman Islands, British Virgin Islands, Hong Kong, Mainland China, and Malaysia, thus no income tax provision was made for either year - The Group is not subject to any income tax in the Cayman Islands and the British Virgin Islands[62](index=62&type=chunk) - No provision for PRC corporate income tax has been made for both years as no assessable profits were generated[65](index=65&type=chunk) - No provision for Malaysia income tax has been made for both years as no assessable profits were generated[67](index=67&type=chunk) [Dividends](index=22&type=section&id=Dividends) The Board does not recommend the payment of any dividends for the years ended June 30, 2025, and June 30, 2024 - The directors do not recommend the payment of any dividends for the years ended June 30, 2025, and June 30, 2024[68](index=68&type=chunk) [Loss Per Share](index=23&type=section&id=Loss%20Per%20Share) Basic and diluted loss per share for 2025 was RMB 7.24 cents, an improvement from RMB 7.98 cents in 2024; the weighted average number of ordinary shares was adjusted due to the subscription of new shares and share consolidation Loss Per Share Calculation (RMB thousands/thousands of shares/RMB cents) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the Year Attributable to Owners of the Company Used for Basic and Diluted Loss Per Share Calculation | (24,660) | (24,545) | | Weighted Average Number of Ordinary Shares Used for Basic and Diluted Loss Per Share Calculation (thousands of shares) | 340,558 | 307,713 | | Loss Per Share - Basic and Diluted (RMB cents) | (7.24) | (7.98) | - The weighted average number of ordinary shares used for calculating basic and diluted loss per share for the year ended June 30, 2024, has been adjusted due to the subscription of new shares and share consolidation[71](index=71&type=chunk) - As there were no potential dilutive ordinary shares outstanding for both years, the diluted earnings per share amount is the same as the basic earnings per share amount[72](index=72&type=chunk) [Trade and Other Receivables](index=24&type=section&id=Trade%20and%20Other%20Receivables) The Group's trade receivables decreased in 2025, primarily concentrated in the 0 to 30-day aging category; Group management considers credit risk to be very low, and no impairment provision has been made Aging Analysis of Trade Receivables (RMB thousands) | Aging | 2025 | 2024 | | :--- | :--- | :--- | | 0 to 30 days | 1,968 | 3,679 | | 31 to 60 days | 314 | 202 | | 61 to 90 days | – | 86 | | Over 90 days | 355 | 348 | | **Total** | **2,637** | **4,315** | - The Group generally grants credit terms to customers ranging from **30 to 120 days**[73](index=73&type=chunk) - The Group's management has assessed that the expected credit losses for all trade receivables are not material, and therefore no impairment provision has been made for both years[75](index=75&type=chunk) [Trade and Other Payables](index=24&type=section&id=Trade%20and%20Other%20Payables) The Group's trade payables significantly decreased in 2025, primarily concentrated in the over 365-day aging category; the Group has established financial risk management policies to ensure all payables are settled within credit terms Aging Analysis of Trade Payables (RMB thousands) | Aging | 2025 | 2024 | | :--- | :--- | :--- | | 0 to 90 days | – | 1,808 | | Over 365 days | 67 | 378 | | **Total** | **67** | **2,186** | - The credit period for purchases of goods ranges from **90 to 150 days**[77](index=77&type=chunk) [Share Capital](index=25&type=section&id=Share%20Capital) In fiscal year 2024, the company's authorized share capital increased, and issued share capital expanded through new share subscriptions, followed by a share consolidation where every 10 shares were merged into 1; as of June 30, 2025, the authorized and issued share capital remained unchanged Changes in Authorized and Issued Share Capital (Number of Shares/RMB thousands) | Item | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | **Authorized Share Capital** | | | | Number of Shares | 500,000,000 | 500,000,000 | | Share Capital (RMB thousands) | 44,976 | 44,976 | | **Issued and Fully Paid Share Capital** | | | | Number of Shares | 340,558,265 | 340,558,265 | | Share Capital (RMB thousands) | 29,842 | 29,842 | - On October 16, 2023, **1,123,500,000 subscription shares** were issued to the subscriber wholly owned by the controlling person at a subscription price of **HKD 0.067 per share**, with net proceeds of approximately **RMB 69,824,000**[82](index=82&type=chunk)[83](index=83&type=chunk) - On February 22, 2024, an ordinary resolution was passed at the Company's extraordinary general meeting to consolidate every **10 ordinary shares** into **1 consolidated share**[85](index=85&type=chunk) [Subscription of New Shares and Increase in Authorised Share Capital](index=25&type=section&id=Subscription%20of%20New%20Shares%20and%20Increase%20in%20Authorised%20Share%20Capital) On July 10, 2023, the Company entered into a subscription agreement with a subscriber wholly owned by the controlling person to issue 1,123,500,000 subscription shares at HKD 0.067 per share and increase the authorized share capital; this was approved by shareholders and completed on October 16, 2023, with net proceeds of approximately RMB 69,824,000 - On July 10, 2023, the Company entered into a subscription agreement with the subscriber, whereby the subscriber conditionally agreed to subscribe for and the Company conditionally agreed to allot and issue **1,123,500,000 subscription shares** at a subscription price of **HKD 0.067 per share**[79](index=79&type=chunk) - The subscriber is the controlling shareholder, wholly owned by Mr. Wu, the controlling person[79](index=79&type=chunk) - The Board proposed to increase the Company's authorized share capital from **HKD 30,000,000** to **HKD 50,000,000** by creating an additional **2,000,000,000 new unissued shares**[81](index=81&type=chunk) - The gross proceeds and net proceeds from the subscription shares, after deducting related fees and expenses, were approximately **HKD 75,274,500** (approximately **RMB 70,349,000**) and **HKD 74,710,000** (approximately **RMB 69,824,000**), respectively[82](index=82&type=chunk) [Share Consolidation](index=27&type=section&id=Share%20Consolidation) Pursuant to the announcement on January 12, 2024, the Board proposed to consolidate every ten (10) existing shares in the issued and unissued share capital of the Company into one (1) consolidated share; this proposal was approved by shareholders on February 22, 2024, with the authorized share capital remaining unchanged but the par value of shares altered - The Board proposed to consolidate every **ten (10) existing shares** in the issued and unissued share capital of the Company into **one (1) consolidated share**[85](index=85&type=chunk) - Upon the share consolidation becoming effective, there would be **340,558,265 issued consolidated shares** fully paid or credited as fully paid[85](index=85&type=chunk) - The Company's authorized share capital would remain at **HKD 50,000,000**, but would be divided into **500,000,000 consolidated shares** of **HKD 0.1 par value each**[85](index=85&type=chunk) [Pledge of Assets (Notes)](index=27&type=section&id=Pledge%20of%20Assets%20(Notes)) As of the end of the reporting period, the Group had pledged property, plant and equipment, and right-of-use assets to lenders as collateral for credit facilities; additionally, the issued shares of certain subsidiaries were also pledged Pledged Assets (RMB thousands) | Asset Category | 2025 | 2024 | | :--- | :--- | :--- | | Property, Plant and Equipment | 52,414 | 52,917 | | Right-of-Use Assets | 15,201 | 11,652 | | **Total** | **67,615** | **64,569** | - The issued shares of certain subsidiaries of the Company have also been pledged to secure the Group's borrowings[87](index=87&type=chunk) [Other Information](index=28&type=section&id=Other%20Information) [Purchase, Sale or Redemption of the Company's Listed Securities](index=28&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[88](index=88&type=chunk) [Corporate Governance Practices](index=28&type=section&id=Corporate%20Governance%20Practices) The Company is committed to good corporate governance and has adopted the Corporate Governance Code set out in Appendix 14 of the Listing Rules; the Board confirms that the Company has complied with the Code throughout the reporting period - The Company has adopted and complied with the Corporate Governance Code set out in Appendix 14 of the Listing Rules throughout the reporting period[89](index=89&type=chunk) [Model Code for Securities Transactions by Directors](index=28&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted a code of conduct for directors' securities transactions no less exacting than the Model Code, and all directors have confirmed full compliance during the reporting period - The Company has adopted a code of conduct for directors' securities transactions, the terms of which are no less exacting than the required standards set out in the Model Code[90](index=90&type=chunk) - All directors have confirmed full compliance with the Model Code and the Company's code of conduct during the reporting period[90](index=90&type=chunk) [Audit Committee](index=28&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing financial information, examining risk management and internal controls, and overseeing external auditors; the Committee has reviewed the annual final results for the current year - The Audit Committee comprises three independent non-executive directors, whose primary responsibilities include reviewing the Company's financial information, and reviewing and supervising the Company's financial reporting procedures, risk management system, and internal control procedures[91](index=91&type=chunk) - The Audit Committee has reviewed the accounting principles and practices adopted by the Group with management, and discussed internal control and financial reporting matters, including the review of this announcement and the Group's final results for the reporting period[91](index=91&type=chunk) [Scope of Work of Elite Partners CPA Limited](index=29&type=section&id=Scope%20of%20Work%20of%20Elite%20Partners%20CPA%20Limited) The auditor, Elite Partners CPA Limited, confirmed that the consolidated financial statement figures in this announcement align with the audited consolidated financial statements, but their work does not constitute an assurance engagement, thus no assurance opinion was issued - The figures in this announcement regarding the Group's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes for the year ended June 30, 2025, are consistent with the amounts contained in the Group's audited consolidated financial statements for the current year[92](index=92&type=chunk) - Elite Partners CPA Limited has not issued any assurance opinion on this announcement, as their work does not constitute an assurance engagement[92](index=92&type=chunk) [Extract of Independent Auditor's Report](index=29&type=section&id=Extract%20of%20Independent%20Auditor's%20Report) The auditor disclaims an opinion on the Group's consolidated financial statements, primarily due to a scope limitation regarding the appropriateness of the going concern basis of accounting; despite management's plans and measures to improve liquidity, the auditor could not obtain sufficient audit evidence to assess the likelihood of these plans' success - The auditor did not express an opinion on the Group's consolidated financial statements, as they were unable to form an audit opinion due to the significant matters described in the "Basis for Disclaimer of Opinion" section of their report[94](index=94&type=chunk) [Disclaimer of Opinion](index=29&type=section&id=Disclaimer%20of%20Opinion) The auditor was unable to form an audit opinion on the Group's consolidated financial statements, primarily due to the significant matters described in the "Basis for Disclaimer of Opinion" section of the report - We did not express an opinion on your Group's consolidated financial statements; due to the significant matters described in the "Basis for Disclaimer of Opinion" section of our report, we were unable to form an audit opinion on these consolidated financial statements[94](index=94&type=chunk) [Basis for Disclaimer of Opinion](index=29&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) The basis for the auditor's disclaimer of opinion is a scope limitation regarding the appropriateness of the going concern basis of accounting; the Group faces continuous losses, increasing net current liabilities and shareholder deficit, borrowing defaults, and winding-up petitions, and despite the Board's plans and measures to improve liquidity, the auditor could not obtain sufficient and appropriate audit evidence to assess the likelihood of these plans' success - For the year ended June 30, 2025, the Group incurred a loss attributable to owners of approximately **RMB 24,660,000**, net current liabilities of approximately **RMB 345,810,000**, and a deficit attributable to owners of approximately **RMB 270,163,000**[95](index=95&type=chunk) - The Group defaulted on borrowings and corporate bonds, resulting in approximately **RMB 90,130,000** and **RMB 39,021,000** becoming immediately repayable, and received a winding-up petition[95](index=95&type=chunk) - The auditor was unable to obtain sufficient and appropriate audit evidence to assess the likelihood of success of the plans and measures currently implemented by the Group, and therefore could not be satisfied with the appropriateness of the directors' use of the going concern basis of accounting[97](index=97&type=chunk) - If the Group fails to achieve the aforementioned plans and measures, it may not be able to continue as a going concern, potentially requiring adjustments to the carrying amounts of assets, reclassification of liabilities, or recognition of additional liabilities, which are not reflected in the consolidated financial statements[98](index=98&type=chunk) [Final Dividend](index=31&type=section&id=Final%20Dividend) The Board does not recommend the payment of a final dividend for the year ended June 30, 2025 - The Board does not recommend the payment of a final dividend for the year ended June 30, 2025 (2024: nil)[100](index=100&type=chunk) [Publication of 2025 Annual Results and Annual Report](index=31&type=section&id=Publication%20of%202025%20Annual%20Results%20and%20Annual%20Report) This announcement has been published on the HKEX website and the Company's website, and the annual report will be dispatched to shareholders and published on the websites at the appropriate time - This announcement is published on the HKEX website (www.hkexnews.hk) and the Company's website (https://hksummi.com)[101](index=101&type=chunk) - The Company's annual report for the current year, containing all information required by the Listing Rules, will be dispatched to shareholders and published on the aforementioned websites at the appropriate time[101](index=101&type=chunk) [By Order of the Board](index=31&type=section&id=By%20Order%20of%20the%20Board) This announcement is issued by Mr. Wu Liantao, Chairman and Executive Director of Summi (Group) Holdings Limited; the Board members include Executive Directors Mr. Wu Shaohao and Mr. Wu Liantao, and Independent Non-executive Directors Ms. Zhong Yingyi, Mr. Peng Weihao, and Ms. Yang Xuping - This announcement is issued by Mr. Wu Liantao, Chairman and Executive Director of Summi (Group) Holdings Limited[102](index=102&type=chunk) - The Board members include Executive Directors Mr. Wu Shaohao and Mr. Wu Liantao; and Independent Non-executive Directors Ms. Zhong Yingyi, Mr. Peng Weihao, and Ms. Yang Xuping[103](index=103&type=chunk)

Healthcare Network and User Base - As of June 30, 2025, the platform has connected over 44,800 healthcare institutions, including more than 14,500 hospitals and over 30,300 grassroots healthcare institutions[10]. - The registered individual users on the platform reached 56.9 million, with an average of 3.3 million monthly active users in the six months ending June 30, 2025[10]. - The company collaborates with over 904,500 healthcare professionals, including approximately 46,700 registered doctors, to enrich its medical resources[10]. - The company has developed a digital healthcare service platform that integrates online and offline healthcare services, significantly expanding its service reach to over 260 cities nationwide[10]. - The company has established 11 regional operation centers in key areas such as Shenzhen, Beijing, Shanghai, and Guangzhou to enhance local service coverage[11]. Financial Performance - Total revenue for the six months ended June 30, 2025, was RMB 290.7 million, representing a year-on-year increase of 6.2%[16]. - Revenue from pharmaceutical health products sales reached RMB 211.4 million, up 7.4% year-on-year[19]. - The company reported an operating loss of RMB 18.0 million, a significant improvement of 77.8% compared to the previous year's loss of RMB 81.2 million[16]. - The adjusted net loss (non-IFRS measure) was RMB 5.1 million, a reduction of 83.7% from RMB 31.0 million in the prior year[16]. - Revenue from digital healthcare solutions was RMB 79.3 million, reflecting a year-on-year growth of 2.9%[20]. Cost Management and Expenses - Sales and marketing expenses decreased by 45.5% from approximately RMB 64.9 million to approximately RMB 35.4 million, primarily due to reduced employee benefits expenses and improved cost control measures[32]. - Administrative expenses fell by 46.5% from approximately RMB 51.5 million to approximately RMB 27.5 million, mainly due to a reduction in share-based payment expenses and travel costs[33]. - Research and development expenses decreased by 30.5% from approximately RMB 25.1 million to approximately RMB 17.5 million, reflecting a reduction in employee benefits expenses[35]. - The gross margin for pharmaceutical health products sales decreased from 1.9% to 1.3%, while the retail model's gross margin increased from 13.1% to 16.2% due to strategic adjustments in product selection and promotional activities[31]. Cash Flow and Liquidity - The operating cash flow for the six months ended June 30, 2025, was a net outflow of RMB 5.4 million, an improvement from a net outflow of RMB 40.7 million in the same period of 2024[44]. - The company reported a net cash inflow from financing activities of RMB 12.3 million for the six months ended June 30, 2025, compared to RMB 36.7 million in the same period of 2024[44]. - As of June 30, 2025, the company's cash and cash equivalents amounted to approximately RMB 66.8 million, an increase from RMB 58.3 million as of December 31, 2024[43]. - The company’s total liabilities exceeded current assets by RMB 107,091,000 as of June 30, 2025, highlighting potential liquidity challenges[111]. Shareholder and Equity Information - The total number of issued shares is 336,452,810[68]. - Major shareholders include Mr. Luo, holding approximately 30.59% of the company's shares[73]. - The company approved a pre-IPO share option plan on August 31, 2023, aimed at attracting and retaining senior management and employees[79]. - A total of 14,487,990 new shares and 16,696,595 existing shares can be issued under the pre-IPO share option plan, representing 4.31% and 4.96% of the total issued shares post-split and global offering, respectively[81]. - The company aims to align the interests of option holders with those of shareholders through the share option plan[79]. Future Plans and Investments - The company plans to adopt new accounting standards effective January 1, 2026, but does not expect significant impacts on its financial position or performance[113]. - The company plans to list its shares on the Hong Kong Stock Exchange on September 17, 2025[162]. - The company has no specific future plans for significant investments or capital assets as of June 30, 2025[50]. - The company continues to expand its market presence and promote its digital hospital solutions to enhance service levels and reach more regions[18]. Guarantees and Related Party Transactions - The company provided a revolving credit loan of RMB 60 million to its controlling shareholder, Mr. Luo, with an interest rate between 3.45% and 6%[151]. - The company has guaranteed loans totaling RMB 28,000,000 as of June 30, 2025, with various related parties providing collateral[152]. - The company has a loan guarantee of RMB 5,000,000 from Bank H, guaranteed by Mr. Luo, with a start date of January 13, 2025, and an end date of January 12, 2026[154].