（於開曼群島註冊成立之有限公司） ANNUAL REPORT 2025 年報 ANNUAL REPORT 2025 AUDIT COMMITTEE 年報 Contents 目錄 | CORPORATE INFORMATION | | CONSOLIDATED STATEMENT OF PROFIT OR | | | --- | --- | --- | --- | | 公司資料 | 2 | LOSS AND OTHER COMPREHENSIVE INCOME | | | | | 綜合損益及其他全面收益表 | 95 | | STATEMENT OF CHAIRMAN | | | | | 主席報告書 | 4 | CONSOLIDATED STATEMENT OF | | | | | FINANCIAL POSITION | | | MANAGEMENT DISCUSSION AND ANALYSIS | | 綜合財務狀況表 | 97 | | 管理層討論及分析 | 5 | | | | | | CONSOLIDATED STATEMENT OF | | | DIRECTORS' REPORT | | CHANGES ...

香港聯合交易所有限公司GEM（分別為「聯交所」及「GEM」）的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的公司帶有較高投資風險。有意 投資的人士應了解投資於該等公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣之證券承受較大的市場波動風險， 同時無法保證在GEM買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概 不就因本報告全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 民信國際控股有限公司（「本公司」）董事（「董事」）就本報告共同及個別承擔全部責任。本報告載有遵照GEM證券上市規則 （「GEM上市規則」）提供的詳情，旨在提供有關本公司的資料。董事在作出一切合理查詢後，確認就其深知及確信，本報 告所載資料在各重大方面均屬準確及完整，並無誤導或欺詐成分，且本報告並無遺漏任何其他事項，致使本報告所載任 何陳述或本報告產生誤導。 1 民信國際控股有限公司 2024/25年度報告 目 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準 確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產 生或因倚賴該等內容而引致的任何損失承擔任何責任。 SING TAO NEWS CORPORATION LIMITED 星島新聞集團有限公司 * （於百慕達註冊成立之有限公司） （股份代號：1105） 有關二零二四年年報之補充公告 茲提述星島新聞集團有限公司（「本公司」）於二零二五年四月二十二日刊發的截至二零二 四年十二月三十一日止年度的年報（「二零二四年年報」）。除另有界定外，本公告所用詞彙 與二零二四年年報所界定者具有相同涵義。本公告為二零二四年年報提供補充資料，並應 與二零二四年年報一併閱讀。 本公司謹此向本公司股東及潛在投資者提供以下有關於二零二三年五月十二日採納的購股 權計劃（「二零二三年計劃」）之額外資料。 二零二三年計劃 本公司於二零二三年五月十二日（「採納日期」）採納二零二三年計劃，由二零二三年五月 十二日起計為期十年，除非另行根據二零二三年計劃的條款終止。 二零二三年計劃概要如下： (a) 目的 二零二三年計劃旨在吸引及挽留本集團最優秀 ...

[Company Information](index=2&type=section&id=Company%20Information) During the reporting period, the company's board and committee members underwent several changes, including appointments and resignations of the Chairman, independent non-executive directors, and company secretary - During the reporting period, the company's board and committee members underwent several changes, including appointments and resignations of the Chairman, independent non-executive directors, and company secretary[8](index=8&type=chunk) [Chairman's Statement and Management Discussion and Analysis](index=4&type=section&id=Chairman%27s%20Statement%20and%20Management%20Discussion%20and%20Analysis) The Group achieved a turnaround to profit this year, primarily due to the reversal of expected credit losses on loans and interest receivables, with the lending business showing continuous growth and becoming the main profit contributor, while the jewelry design and marketing business declined due to macroeconomic uncertainties, maintaining a robust financial position with enhanced liquidity and a low gearing ratio [Financial Review](index=4&type=section&id=Financial%20Review) For the year ended March 31, 2025, the Group's total revenue slightly increased by 1.86% to HKD 67.28 million, gross profit grew by 15.6% to HKD 34.53 million with gross margin improving to 51.32%, and the most significant change was achieving an annual profit of HKD 30.39 million, a turnaround from a loss of HKD 18.51 million in the prior year, primarily driven by a reversal of expected credit losses of approximately HKD 16.31 million compared to a provision of HKD 30.72 million in the previous year Key Financial Indicators for FY2025 | Indicator | 2025 Fiscal Year ('000 HKD) | 2024 Fiscal Year ('000 HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 67,280 | 66,050 | +1.86% | | - Jewelry Design and Marketing | 34,430 | 37,900 | -9.16% | | - Lending Business | 32,860 | 28,150 | +16.73% | | **Gross Profit** | 34,530 | 29,870 | +15.6% | | **Gross Margin** | 51.32% | 45.22% | +6.1 pp | | **Annual Profit/(Loss)** | 30,390 | (18,510) | Turnaround to Profit | | **Expected Credit Loss Reversal/(Provision)** | 16,310 | (30,720) | N/A | [Business Review](index=4&type=section&id=Business%20Review) The Group primarily operates in jewelry design and marketing and lending businesses, with the jewelry segment experiencing revenue decline and a shift from profit to loss due to economic uncertainties in mainland China, while the lending business demonstrated strong performance with increased interest income, borrower numbers, and total loan principal, becoming the main driver of the Group's results, supported by strict compliance with moneylenders ordinances and a robust credit assessment and risk monitoring system [Jewelry Design and Marketing Business](index=4&type=section&id=Jewelry%20Design%20and%20Marketing%20Business) This year, jewelry business revenue decreased to HKD 34.43 million, resulting in a pre-tax operating loss of HKD 1.13 million, compared to a profit of HKD 0.28 million in the prior year, primarily due to consumer conservatism on non-essential spending amid economic uncertainties in mainland China after the lifting of pandemic restrictions Jewelry Business Performance | Indicator | 2025 Fiscal Year ('000 HKD) | 2024 Fiscal Year ('000 HKD) | | :--- | :--- | :--- | | Revenue | 34,430 | 37,900 | | Operating Profit/(Loss) Before Tax | (1,130) | 280 | - Despite the lifting of COVID-19 restrictions in mainland China, economic, employment, and income uncertainties led consumers to be more conservative in spending on non-essential items like jewelry, impacting business performance[17](index=17&type=chunk) [Lending Business](index=5&type=section&id=Lending%20Business) The lending business, operated by wholly-owned subsidiary Wai Cheung Finance in Hong Kong, generated significant year-on-year growth in interest income to HKD 32.86 million, with total loan principal increasing to approximately HKD 343 million and borrower numbers rising to 142 by year-end, supported by stringent credit assessment, due diligence, and loan monitoring mechanisms, and benefiting from a reversal of expected credit losses on loans and interest receivables of approximately HKD 24.26 million due to reduced global economic risk factors, with no actual bad debts incurred this year Lending Business Operating Data (as of Fiscal Year-End) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Interest Income (Annual) | HKD 32.86 million | HKD 28.15 million | | Number of Borrowers | 142 | 122 | | Total Loan Principal | HKD 342.88 million | HKD 311.14 million | | Average Annual Interest Rate | 10.70% | 10.58% | | Loan Tenor | 1 to 3 years | 1 to 4 years | | Expected Credit Loss Provision | HKD 46.54 million | HKD 63.10 million | - The Group has established a comprehensive policy and procedure manual covering loan approval, renewal, recovery, compliance monitoring, and anti-money laundering, conducting detailed credit assessments and due diligence on potential clients before granting loans[19](index=19&type=chunk)[20](index=20&type=chunk) - This year's reversal of expected credit losses on loans and interest receivables amounted to approximately **HKD 24.26 million**, primarily due to reduced global economic risk factors, with the Group incurring no actual bad debts during the year[23](index=23&type=chunk) [Liquidity and Financial Resources](index=8&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's net current assets significantly increased to approximately HKD 269 million from HKD 115 million in the prior year, with total interest-bearing borrowings at approximately HKD 32.97 million, and the gearing ratio (net debt/total equity + net debt) slightly rising from 6.77% to 9.03%, remaining at a healthy level Liquidity and Financial Position (as of Fiscal Year-End) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Net Current Assets | HKD 268.67 million | HKD 114.86 million | | Cash and Cash Equivalents | HKD 0.22 million | HKD 0.35 million | | Total Interest-Bearing Borrowings | HKD 32.97 million | HKD 26.26 million | | Gearing Ratio | 9.03% | 6.77% | [Prospects and Other Matters](index=8&type=section&id=Prospects%20and%20Other%20Matters) Looking ahead, the Board will continue to review the existing business portfolio and seek suitable investment opportunities to broaden revenue streams and diversify the business, with no significant acquisition, disposal, or major investment plans during the reporting period, and no annual dividend recommended, while the Group's employee count significantly decreased to 7 from 25 in the prior year - The Directors will continue to review the existing business portfolio and seek suitable investment opportunities to broaden revenue streams and achieve business portfolio diversification[28](index=28&type=chunk) - The Board does not recommend the payment of a dividend for the year ended March 31, 2025[36](index=36&type=chunk) - As of March 31, 2025, the Group's employee count was **7**, a significant reduction from **25** in the prior year[38](index=38&type=chunk) [Corporate Governance Report](index=10&type=section&id=Corporate%20Governance%20Report) The Company is committed to maintaining high levels of corporate transparency and accountability, having adopted the principles of the HKEX Corporate Governance Code and complied with its code provisions throughout the reporting period, with the report detailing the Board's structure and responsibilities, the composition and work of various committees (Executive, Remuneration, Audit, Nomination), risk management and internal control systems, and communication mechanisms with shareholders to protect their rights [Board of Directors](index=10&type=section&id=A.%20Board%20of%20Directors) The Board is responsible for leading, controlling, and managing the Company, overseeing the Group's business, strategy, and performance, and is composed of executive, non-executive, and independent non-executive directors in compliance with Listing Rules, having reviewed corporate governance policies, director training, securities dealing code compliance, and board diversity policy during the reporting period, deeming them appropriate and effective - The Board believes that the Company has complied with the code provisions set out in the Corporate Governance Code for the year ended March 31, 2025[42](index=42&type=chunk) - The Board currently comprises **7** members, including **3** executive directors, **1** non-executive director, and **3** independent non-executive directors, complying with Listing Rules regarding the number and professional qualifications of independent non-executive directors[47](index=47&type=chunk) - During the reporting period, attendance at Board and committee meetings was generally high, and all directors confirmed compliance with continuous professional development requirements[53](index=53&type=chunk)[54](index=54&type=chunk) [Board Committees](index=15&type=section&id=B.%20Board%20Committees) The Board has four committees: Executive, Remuneration, Audit, and Nomination, with the Executive Committee handling daily management, the Remuneration Committee reviewing compensation policies and director/senior management remuneration, the Audit Committee overseeing financial reporting, internal controls, and risk management, and the Nomination Committee reviewing board structure and nominating directors, all composed of directors with relevant expertise and fulfilling their duties during the reporting period - The Audit Committee, composed of **three** independent non-executive directors, is primarily responsible for reviewing financial statements, assessing internal control and risk management systems, and recommending the appointment of external auditors to the Board[65](index=65&type=chunk)[66](index=66&type=chunk) - The Remuneration Committee, with a majority of independent non-executive directors, is responsible for recommending the Company's remuneration policy and the compensation of executive directors and senior management to the Board[63](index=63&type=chunk) - The Nomination Committee, with a majority of independent non-executive directors, is responsible for regularly reviewing the Board's structure, size, and composition, and recommending the appointment or re-appointment of directors to the Board[70](index=70&type=chunk) [Risk Management and Internal Control](index=18&type=section&id=D.%20Risk%20Management%20and%20Internal%20Control) The Board bears ultimate responsibility for the Group's risk management and internal control systems, which are designed to manage rather than eliminate risks, with a top-down and bottom-up risk management framework encompassing identification, assessment, internal control, mitigation, and monitoring, and an annual independent evaluation by external consultants, leading the Board to conclude the system was effective and sound as of the fiscal year-end - The Board confirms its responsibility to continuously review the effectiveness of the risk management and internal control systems, which are designed to manage rather than eliminate the risk of failing to achieve business objectives[74](index=74&type=chunk) - The Group engaged external consultants to conduct an annual independent assessment of the risk management and internal control systems, with the Board concluding that the system was effective and sound as of the fiscal year-end[81](index=81&type=chunk) [Communication with Shareholders and Investors](index=22&type=section&id=H.%20Communication%20with%20Shareholders%20and%20Investors) The Company prioritizes effective communication with shareholders, disclosing information promptly through its website, general meetings, announcements, and financial reports, and clearly outlining shareholders' rights and procedures for convening extraordinary general meetings, proposing resolutions, and nominating director candidates to safeguard their interests - The Company maintains a website (www.dufu.com.hk) as a communication platform with shareholders and investors, providing contact information for written inquiries[88](index=88&type=chunk) - The report details the specific procedures and requirements for shareholders to convene extraordinary general meetings, propose resolutions, and nominate directors, safeguarding shareholder rights[89](index=89&type=chunk)[90](index=90&type=chunk) [Environmental, Social and Governance Report](index=24&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report outlines the Group's Environmental, Social, and Governance (ESG) strategies, initiatives, and performance, with a governance structure overseen by the Board and executed by the ESG working group, demonstrating commitment to reducing emissions and resource consumption with set targets, and addressing employee rights, health and safety, supply chain management, product responsibility, and anti-corruption through relevant policies to fulfill corporate social responsibility [A. Environment](index=28&type=section&id=A.%20Environment) The Group is committed to sustainable development and has set environmental targets, achieving year-on-year reductions in greenhouse gas emissions and total energy consumption intensity, meeting its goals, while waste gas emissions decreased, but non-hazardous waste intensity did not meet targets, and the Group has implemented an Environmental Protection Policy covering emissions management, resource use, environmental protection, and climate change response, continuously monitoring relevant performance Key Environmental Performance Indicators | Indicator | Unit | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tonnes of CO2e | 10.83 | 13.58 | | Greenhouse Gas Emissions Intensity | tonnes of CO2e/HKD million revenue | 0.16 | 0.21 | | Total Non-Hazardous Waste | kg | 385.28 | 387.28 | | Non-Hazardous Waste Intensity | kg/HKD million revenue | 5.73 | 5.86 | | Total Energy Consumption | MWh | 30.95 | 38.78 | | Energy Consumption Intensity | MWh/HKD million revenue | 0.46 | 0.59 | - The Group has formulated a Climate Change Policy to assess and address physical risks like extreme weather and transition risks such as tightening climate-related regulations, integrating these considerations into business planning[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) [B. Society](index=36&type=section&id=B.%20Society) In terms of social responsibility, the Group prioritizes employee equality, health, and safety, providing training and development opportunities, with a significant reduction in employee numbers by year-end, but an increase in the percentage of trained employees to 100%, strictly adhering to labor standards, prohibiting child and forced labor, assessing environmental and social risks of suppliers, focusing on product quality, customer privacy protection, and intellectual property, and establishing an anti-corruption policy and whistleblowing mechanism with relevant training for directors and employees Employee Profile (as of Fiscal Year-End) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Employees | 7 | 25 | | Overall Employee Turnover Rate | 19% | 64% | | Percentage of Trained Employees | 100% | 28% | | Average Training Hours per Employee | 8.29 hours | 2.32 hours | - The Group has formulated Sales and Procurement Policy and Sustainable Supply Chain Policy to regularly assess suppliers' performance in environmental, social, corporate governance, and business ethics aspects[143](index=143&type=chunk) - The Group has established an anti-corruption system, including a Code of Conduct, Anti-Fraud Policy, and Whistleblowing Policy, providing approximately **3.5 hours** of anti-corruption training to **5** directors and **1** employee[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) [Directors' Report](index=54&type=section&id=Directors%27%20Report) This report outlines the Company's statutory disclosures for the year ended March 31, 2025, covering principal activities, business review, a five-year financial summary, compliance, director and senior management information, major customers and suppliers, share capital structure, and public float, noting that the Group's top five customers accounted for 35.6% of total sales, and top five suppliers accounted for 100% of total purchases, with the Company complying with Listing Rules regarding public float [Financial Summary](index=54&type=section&id=Financial%20Summary) The report provides a summary of results, assets, and liabilities for the past five fiscal years, showing the Group achieved an annual profit of HKD 30.39 million in FY2025, a significant improvement from losses in the preceding two years, and net assets increased from HKD 332 million in FY2024 to HKD 367 million Five-Year Financial Summary (Continuing Operations) | For the Year Ended March 31 ('000 HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 67,283 | 66,052 | 68,472 | 108,907 | 105,651 | | **Profit/(Loss) for the Year** | 30,386 | (18,513) | (14,461) | 604 | 4,447 | | **Net Assets** | 367,133 | 332,004 | 366,564 | 374,153 | 309,437 | [Major Customers and Suppliers](index=56&type=section&id=Major%20Customers%20and%20Suppliers) During the reporting period, the Group's customer concentration was relatively moderate, with the top five customers accounting for 35.6% of total sales and the largest customer at 8.5%, while supplier concentration was extremely high, with the top five suppliers accounting for 100% of total purchases and the largest supplier at 78.5% - The top five customers accounted for approximately **35.6%** of total sales, with the largest customer accounting for approximately **8.5%**[187](index=187&type=chunk) - The top five suppliers accounted for approximately **100.00%** of total purchases, with the largest supplier accounting for approximately **78.5%**[189](index=189&type=chunk) [Independent Auditor's Report](index=62&type=section&id=Independent%20Auditor%27s%20Report) Longview (Hong Kong) CPA Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming they present a true and fair view of the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards and the Companies Ordinance, highlighting three key audit matters: inventory valuation, impairment assessment of trade receivables, and impairment assessment of loans and interest receivables [Audit Opinion](index=62&type=section&id=Opinion) The auditor believes that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, and have been properly prepared in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance - The auditor issued a standard unmodified opinion on the Group's consolidated financial statements[213](index=213&type=chunk) [Key Audit Matters](index=63&type=section&id=Key%20Audit%20Matters) The auditor identified three matters as most significant to the current period's audit: inventory valuation due to its materiality and judgment involved in determining provisions, impairment assessment of trade receivables due to their significant balance and the substantial judgment required for Expected Credit Loss (ECL) determination, and impairment assessment of loans and interest receivables due to their materiality and the significant judgments and estimates required in the ECL model - Key audit matters include: - **Inventory Valuation**: Involves judgment and estimation of the net realizable value of inventory, with the auditor engaging a professional valuation firm for assistance[216](index=216&type=chunk) - **Impairment Assessment of Trade Receivables**: Requires significant judgment in determining Expected Credit Loss (ECL) provisions, with the auditor engaging a professional valuation firm for assistance[219](index=219&type=chunk) - **Impairment Assessment of Loans and Interest Receivables**: Due to the materiality of the balance and the significant judgments and estimates involved in the ECL model, the auditor also engaged a professional valuation firm for assistance[222](index=222&type=chunk) [Audited Consolidated Financial Statements](index=67&type=section&id=Audited%20Consolidated%20Financial%20Statements) This section contains the Group's detailed financial statements for the year ended March 31, 2025, including the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows, and detailed notes to these statements, comprehensively presenting the Group's operating results, financial position, and cash flows [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=68&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This year, the Group recorded revenue of HKD 67.28 million, a slight year-on-year increase, and achieved a pre-tax profit of HKD 32.01 million, with a final annual profit of HKD 30.39 million, successfully turning around from a loss, primarily due to a reversal of expected credit losses compared to a large provision last year, resulting in basic earnings per share of 2.35 HK cents Consolidated Statement of Profit or Loss Summary | Indicator ('000 HKD) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | 67,283 | 66,052 | | Gross Profit | 34,527 | 29,874 | | Profit/(Loss) Before Tax | 32,010 | (18,587) | | **Profit/(Loss) for the Year** | **30,386** | **(18,513)** | | Total Comprehensive Income/(Expense) for the Year | 35,129 | (34,560) | | Basic Earnings/(Loss) Per Share (HK cents) | 2.35 | (1.43) | [Consolidated Statement of Financial Position](index=69&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HKD 439 million, total liabilities were HKD 72.08 million, and net assets (total equity) increased to HKD 367 million from HKD 332 million in the prior year, with loans and interest receivables and inventories being the main components of the asset structure Consolidated Statement of Financial Position Summary | Indicator ('000 HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Non-current Assets** | 125,114 | 229,381 | | **Current Assets** | 314,098 | 158,037 | | **Total Assets** | **439,212** | **387,418** | | **Current Liabilities** | 54,372 | 43,181 | | **Non-current Liabilities** | 17,707 | 12,233 | | **Total Liabilities** | **72,079** | **55,414** | | **Net Assets (Total Equity)** | **367,133** | **332,004** | [Consolidated Statement of Cash Flows](index=72&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, the Group experienced a net cash outflow of HKD 3.58 million from operating activities, a net cash inflow of HKD 0.12 million from investing activities, and a net cash inflow of HKD 3.32 million from financing activities, resulting in a net decrease of HKD 0.14 million in cash and cash equivalents, with an ending balance of HKD 0.22 million Consolidated Statement of Cash Flows Summary | Indicator ('000 HKD) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (3,579) | (4,187) | | Net Cash Generated from Investing Activities | 123 | 2 | | Net Cash Generated from Financing Activities | 3,318 | 3,186 | | **Net Decrease in Cash and Cash Equivalents** | **(138)** | **(999)** | | Cash and Cash Equivalents at Beginning of Period | 354 | 1,353 | | Cash and Cash Equivalents at End of Period | 216 | 354 | [Notes to the Consolidated Financial Statements](index=74&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations and supplementary information for each item, including significant accounting policies adopted, key accounting estimates and judgments, financial risk management, segment information, detailed composition of various assets and liabilities, and related party transactions, serving as the foundation for understanding the financial statements - Note 8 discloses that the Group's revenue primarily derived from jewelry sales (**HKD 34.43 million**) and lending interest income (**HKD 32.86 million**)[363](index=363&type=chunk) - Note 9's segment information indicates that the lending business was the primary source of profit this year, with segment results of **HKD 47.50 million**, while the jewelry business recorded a loss of **HKD 1.13 million**[365](index=365&type=chunk) - Note 35 on capital risk management shows that the Group's capital gearing ratio (net debt/capital and net debt) increased from **7.35%** last year to **8.42%**[424](index=424&type=chunk)

[Performance Summary](index=1&type=section&id=Performance%20Summary) [H1 2025 Performance Highlights](index=1&type=section&id=H1%202025%20Performance%20Highlights) HKT achieved robust H1 2025 growth in key financials, driven by expanding broadband, 5G, and strong enterprise business performance H1 2025 Key Financial and Operational Metrics | Metric | H1 2025 Performance | | :--- | :--- | | **Total Revenue** | HKD 17.322 billion (4% growth) | | **Total Revenue (excluding mobile product sales)** | HKD 16.311 billion (4% growth) | | **Total EBITDA** | HKD 6.380 billion (>3% growth) | | **Adjusted Funds Flow** | HKD 2.562 billion (3% growth) | | **Profit Attributable to Stapled Unitholders** | HKD 2.070 billion (4% growth) | | **Basic Earnings Per Stapled Unit** | 27.32 HK cents | | **Interim Distribution Per Stapled Unit** | 33.80 HK cents | | **Total Fiber-to-the-Home Connections** | 1.055 million lines (3% growth) | | **5G Customer Base** | 1.894 million (21% growth) | - Enterprise business achieved **11% revenue growth** and secured over **HKD 2.2 billion** in new project orders during the first half[3](index=3&type=chunk) [Letter to Stapled Unitholders](index=2&type=section&id=Letter%20to%20Stapled%20Unitholders) [Operating Environment and Overall Performance](index=2&type=section&id=Operating%20Environment%20and%20Overall%20Performance) Despite geopolitical instability and weak local consumption, the company achieved robust 4% total revenue and over 3% EBITDA growth, with adjusted funds flow expected to accelerate Key Financial Performance (H1 2025) | Financial Metric | Amount (HKD) | YoY Growth | | :--- | :--- | :--- | | Total Revenue | 17.322 billion | 4% | | EBITDA | 6.380 billion | >3% | | Adjusted Funds Flow | 2.562 billion | 3% | [AI Innovation Drives Growth](index=2&type=section&id=AI%20Innovation%20Drives%20Growth) AI integration across operations enhances efficiency, optimizes costs, and drives productivity, achieving 7% annual cost savings - The company is integrating AI into business operations to deliver superior services, expand enterprise offerings, and optimize internal processes, driving future growth[5](index=5&type=chunk) - By reshaping workflows with AI technologies like intelligent automation and predictive analytics, productivity has significantly improved, leading to **7% annual cost savings** overall[10](index=10&type=chunk) [Core Business Growth Drivers](index=2&type=section&id=Core%20Business%20Growth%20Drivers) Core businesses saw significant 5G and fiber subscriber growth, alongside strong enterprise performance with over HKD 2.2 billion in new orders Key Core Business Metrics | Business Metric | Performance | YoY Growth | | :--- | :--- | :--- | | 5G Mobile Customers | 1.894 million | 21% | | 2.5G Fiber Service Customers | N/A | 141% | - HKT Enterprise Solutions secured new project orders totaling over **HKD 2.2 billion** in the first half[9](index=9&type=chunk) - The company assisted mainland Chinese enterprises in establishing footholds in Southeast Asian markets like Thailand, Malaysia, Indonesia, and Vietnam via SD-WAN solutions[9](index=9&type=chunk) [Outlook](index=3&type=section&id=Outlook) Continued investment in AI innovation and global network connectivity will support Hong Kong's digital economy and create long-term value - The company plans to participate in developing the Pan Asia Express and Asia-Africa-Europe-2 submarine cable systems, expanding its global network through low-earth orbit satellite connectivity[9](index=9&type=chunk) - The company is committed to continuous investment in AI innovation to drive HKT's growth and enable customer success[12](index=12&type=chunk) [Financial and Operational Review](index=5&type=section&id=Financial%20and%20Operational%20Review) [Financial Summary](index=5&type=section&id=Financial%20Summary) The Group achieved 4% revenue growth and over 3% EBITDA increase in H1 2025, with profit attributable to unitholders also rising 4% due to lower finance costs Group Financial Summary | Metric (HKD million) | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 17,322 | 16,669 | 4% | | Total EBITDA | 6,380 | 6,168 | 3% | | Profit Before Tax | 2,712 | 2,334 | 16% | | Adjusted Funds Flow | 2,562 | 2,495 | 3% | [Operating Data Summary](index=6&type=section&id=Operating%20Data%20Summary) As of June 2025, total broadband lines slightly increased, postpaid mobile subscribers grew 1%, and The Club membership expanded 3% Key Operating Data | Operating Item (thousand) | June 30, 2025 | June 30, 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Telephone Lines | 2,070 | 2,168 | (5)% | | Total Broadband Lines | 1,657 | 1,646 | 1% | | Mobile Customers | 4,875 | 4,884 | ‒ | | - Postpaid Customers | 3,478 | 3,433 | 1% | | - Prepaid Customers | 1,397 | 1,451 | (4)% | | Installed Pay TV Customers | 1,448 | 1,430 | 1% | | The Club Members | 4,070 | 3,939 | 3% | [Segment Performance](index=8&type=section&id=Segment%20Performance) Both core telecommunications and mobile segments achieved year-on-year revenue and EBITDA growth, driven by local data services, roaming recovery, and 5G upgrades [Telecommunications Services](index=8&type=section&id=Telecommunications%20Services) Telecommunications services revenue grew 4% to HKD 12.527 billion and EBITDA 3% to HKD 4.421 billion, driven by local data services and strong enterprise business Telecommunications Services Segment Performance | Metric (HKD million) | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Local Telecommunications Services Revenue | 8,714 | 8,289 | 5% | | International Telecommunications Services Revenue | 3,813 | 3,774 | 1% | | **Total Telecommunications Services Revenue** | **12,527** | **12,063** | **4%** | | **EBITDA** | **4,421** | **4,296** | **3%** | - Local data services revenue increased **8%** year-on-year to **HKD 6.867 billion**, primarily driven by broadband and enterprise business growth[18](index=18&type=chunk)[19](index=19&type=chunk) - Fiber-to-the-home (FTTH) connections reached **1.055 million**, a **3%** year-on-year increase, while the 2.5G service customer base grew **141%** year-on-year[20](index=20&type=chunk) - Enterprise business local data revenue grew **11%** year-on-year, with new orders totaling over **HKD 2.2 billion** in the first half[21](index=21&type=chunk)[22](index=22&type=chunk) [Mobile](index=11&type=section&id=Mobile) Mobile business revenue grew 5% to HKD 5.200 billion and EBITDA 5% to HKD 2.412 billion, driven by roaming recovery, 5G upgrades, and enterprise solution demand Mobile Segment Performance | Metric (HKD million) | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Mobile Services Revenue | 4,189 | 3,990 | 5% | | Mobile Product Sales | 1,011 | 986 | 3% | | **Total Mobile Revenue** | **5,200** | **4,976** | **5%** | | **EBITDA** | **2,412** | **2,302** | **5%** | - Total roaming revenue increased **7%** year-on-year, with personal outbound roaming revenue reaching **141%** of pre-pandemic levels[26](index=26&type=chunk) - 5G postpaid subscribers reached **1.894 million**, a **21%** year-on-year increase, accounting for over **54%** of the postpaid customer base[26](index=26&type=chunk) - Postpaid ARPU increased to **HKD 193** (YoY +1%), with core business postpaid churn remaining low at **0.7%**[27](index=27&type=chunk) [Other Businesses and Cost Analysis](index=12&type=section&id=Other%20Businesses%20and%20Cost%20Analysis) Other business revenue slightly increased by 3%, while operating costs excluding depreciation and amortization decreased 4% year-on-year through AI and streamlined structures - Other business revenue increased **3%** to **HKD 570 million**, with The Club membership expanding **3%** to **4.07 million** members[28](index=28&type=chunk) - Cost of sales increased **6%** to **HKD 9.021 billion** due to changes in revenue mix[30](index=30&type=chunk) - Operating costs excluding depreciation and amortization decreased **4%** year-on-year to **HKD 1.921 billion** through measures like AI-driven workflow re-engineering[31](index=31&type=chunk) [Key Financial Metrics Analysis](index=13&type=section&id=Key%20Financial%20Metrics%20Analysis) Total EBITDA grew over 3% due to business expansion and cost optimization, while net finance costs significantly decreased 19%, leading to a 4% increase in profit attributable to unitholders - Total EBITDA increased over **3%** to **HKD 6.380 billion**, with the overall EBITDA margin remaining stable at **37%**[32](index=32&type=chunk) - Net finance costs significantly decreased **19%** from **HKD 1.092 billion** to **HKD 885 million**[33](index=33&type=chunk) - Profit attributable to stapled unitholders increased **4%** to **HKD 2.070 billion**[36](index=36&type=chunk) [Capital Management and Liquidity](index=13&type=section&id=Capital%20Management%20and%20Liquidity) [Capital Structure and Liquidity](index=13&type=section&id=Capital%20Structure%20and%20Liquidity) As of June 30, 2025, the Group maintained ample liquidity with HKD 1.940 billion cash and HKD 15.973 billion undrawn facilities, alongside investment-grade credit ratings Capital Structure and Liquidity Overview | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Debt | HKD 43.433 billion | HKD 41.723 billion | | Cash and Short-Term Deposits | HKD 1.940 billion | HKD 2.145 billion | | Undrawn Bank Facilities | HKD 15.973 billion | N/A | - The company maintains investment-grade credit ratings of Moody's "Baa2" and S&P "BBB"[38](index=38&type=chunk) [Capital Expenditure](index=14&type=section&id=Capital%20Expenditure) H1 2025 capital expenditure was HKD 1.075 billion (6.2% of revenue), a year-on-year decrease, focused on enterprise solutions and network efficiency - Capital expenditure was **HKD 1.075 billion**, a year-on-year decrease, with its revenue ratio falling from **6.6%** in the prior period to **6.2%**[39](index=39&type=chunk) [Adjusted Funds Flow Analysis](index=14&type=section&id=Adjusted%20Funds%20Flow%20Analysis) Adjusted funds flow increased 3% year-on-year to HKD 2.562 billion, with operating adjusted funds flow growing 8% due to expanded EBITDA and improved capital efficiency - Total adjusted funds flow increased **3%** from **HKD 2.495 billion** in the prior period to **HKD 2.562 billion**[40](index=40&type=chunk) - Operating adjusted funds flow (excluding tax paid, net finance costs paid, and working capital changes) increased **8%** in H1 2025[40](index=40&type=chunk) [Other Important Matters](index=15&type=section&id=Other%20Important%20Matters) [Risk Management and Human Resources](index=15&type=section&id=Risk%20Management%20and%20Human%20Resources) The Group manages foreign currency and interest rate risks with derivatives, has no material asset pledges, reduced contingent liabilities, and over 12,500 global employees - The Group manages foreign currency exchange rate and interest rate risks through forward and swap contracts, deeming their impact immaterial[41](index=41&type=chunk)[42](index=42&type=chunk) - As of June 30, 2025, the Group had no pledged assets, and contingent liabilities amounted to **HKD 799 million**[43](index=43&type=chunk)[44](index=44&type=chunk) - As of June 30, 2025, the Group employed over **12,500** staff globally[45](index=45&type=chunk) [Interim Distribution and Shareholder Matters](index=16&type=section&id=Interim%20Distribution%20and%20Shareholder%20Matters) The Board declared an interim distribution of 33.80 HK cents per stapled unit, with no purchases, sales, or redemptions of listed securities during the period - An interim distribution of **33.80 HK cents** per stapled unit was declared[46](index=46&type=chunk) - During the reporting period, neither HKT Trust, the company, nor its subsidiaries purchased, sold, or redeemed any stapled units[48](index=48&type=chunk) [Corporate Governance](index=16&type=section&id=Corporate%20Governance) The company maintains high corporate governance standards, largely complying with the Code, with the Audit Committee reviewing interim financial information - The Audit Committee reviewed the accounting policies adopted by the Group and the Trustee-Manager, as well as the unaudited condensed consolidated interim financial information[49](index=49&type=chunk) - During the reporting period, the company applied the principles of the Corporate Governance Code and complied with all relevant code provisions, except for those related to establishing independent remuneration and nomination committees due to its unique trust structure[50](index=50&type=chunk) [Condensed Consolidated Financial Statements](index=18&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Consolidated Income Statement](index=18&type=section&id=Consolidated%20Income%20Statement) For H1 2025, profit for the period increased 15.4% to HKD 2.298 billion, with basic earnings per stapled unit rising to 27.32 HK cents Consolidated Income Statement Summary | Metric (HKD million) | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Revenue | 17,322 | 16,669 | | Profit Before Tax | 2,712 | 2,334 | | Profit for the Period | 2,298 | 1,992 | | Profit Attributable to Stapled Unitholders | 2,070 | 1,990 | | Basic Earnings Per Stapled Unit | 27.32 HK cents | 26.27 HK cents | [Consolidated Statement of Comprehensive Income](index=19&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) Other comprehensive loss for the period was HKD 579 million, primarily due to fair value changes in financial assets and cash flow hedges, decreasing total comprehensive income - Other comprehensive loss for the period was **HKD 579 million**, mainly due to fair value changes in financial assets (loss of **HKD 225 million**) and net losses on cash flow hedges[53](index=53&type=chunk) [Consolidated Statement of Financial Position](index=20&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets were HKD 118.499 billion, total liabilities HKD 80.619 billion, and net assets HKD 37.880 billion Consolidated Statement of Financial Position Summary | Metric (HKD million) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **118,499** | **116,813** | | - Non-Current Assets | 107,812 | 105,928 | | - Current Assets | 10,687 | 10,885 | | **Total Liabilities** | **80,619** | **77,168** | | - Non-Current Liabilities | 58,369 | 51,347 | | - Current Liabilities | 22,250 | 25,821 | | **Net Assets** | **37,880** | **39,645** | [Notes to the Financial Statements](index=22&type=section&id=Notes%20to%20the%20Financial%20Statements) Financial statements are prepared under HKAS 34 on a going concern basis, with detailed disclosures on segments, taxation, dividends, and receivables/payables aging - The financial statements are prepared on a going concern basis, as management believes the Group can meet its obligations maturing within the next 12 months, considering operating cash inflows and undrawn bank facilities[63](index=63&type=chunk) - The Group's operations are managed and assessed across three main segments: Telecommunications Services, Mobile, and Other Businesses[66](index=66&type=chunk) - The Group has assessed the impact of the Global Anti-Base Erosion (GloBE) rules (Pillar Two) and determined there are no significant tax risks as of the reporting date[71](index=71&type=chunk)

年 報 Contents 目錄 | FINANCIAL HIGHLIGHTS | 財務重點 | 2 | | --- | --- | --- | | CORPORATE INFORMATION | 公司資料 | 4 | | CHAIRMAN'S STATEMENT | 主席致辭 | 6 | | MANAGEMENT DISCUSSION AND ANALYSIS | 管理層討論及分析 | 11 | | PROFILE OF DIRECTORS AND SENIOR MANAGEMENT | 董事及高級管理層履歷 | 19 | | DIRECTORS' REPORT | 董事會報告 | 23 | | CORPORATE GOVERNANCE REPORT | 企業管治報告 | 36 | | ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT | 環境、社會及管治報告 | 47 | | INDEPENDENT AUDITOR'S REPORT | 獨立核數師報告 | 88 | | AUDITED CONSOLIDATED FINANCIAL STATEMENTS | 經審核綜合財 ...

C157924 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Main Board of the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. Given that the companies listed o ...

Incorporated in the Cayman Islands with limited liability 於開曼群島註冊成立之有限公司 (Stock Code 股份代號 ：8143) A N N U A L R E P O R T 年 報 2 0 2 4 / 2 5 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies a ...

[Company Information](index=4&type=section&id=Company%20Information) [Company Overview](index=4&type=section&id=Company%20Overview) This section outlines Novelty Asia Holdings Limited's fundamental corporate details, including its board, key personnel, and operational contacts - The company's Board of Directors comprises **four executive directors** and **four independent non-executive directors**, with Mr. Wong Wai Yu as Chairman and Mr. Man Yu Hin as Chief Executive Officer[6](index=6&type=chunk) - PricewaterhouseCoopers is the company's auditor[8](index=8&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) The Chairman's Statement reviews the 2025 fiscal year, highlighting the Group's business resilience, stable core knitting operations, growing contributions from diversified segments, and strategic expansion in Vietnam | Indicator | FY2025 (million HKD) | Change | | :--- | :--- | :--- | | **Total Revenue** | 4,352.1 | -0.6% | | **Gross Profit** | 781.8 | +1.0% | | **Gross Profit Margin** | 18.0% | +0.3pp | | **Operating Profit** | 449.9 | -3.8% | | **Profit for the Year** | 355.4 | -6.6% | - Sales volume of men's and women's knitwear decreased by **9.6% to 29.1 million pieces** due to delayed seasonal shifts, but revenue only slightly declined by **4.2%** due to increased average selling prices from cashmere sweater orders[14](index=14&type=chunk) - Business diversification strategy shows initial success with stable cashmere yarn sales and significant improvement in fabric business, contributing increasingly to Group revenue[13](index=13&type=chunk) - To address order shifts from mainland China, the Group strategically expanded its production capacity in Vietnam, leveraging cost advantages and robust infrastructure to establish it as a key production base[12](index=12&type=chunk)[17](index=17&type=chunk) - The Board declared a second interim dividend of **1.5 HK cents per share**, bringing the full-year dividend payout ratio to **75%** including the first interim dividend of **9.8 HK cents per share**[15](index=15&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review](index=11&type=section&id=Financial%20Review) This fiscal year's financial review highlights a slight revenue decrease, improved gross profit margin driven by fabric business, and a decline in profit attributable to owners due to reduced other income and increased administrative expenses | Financial Indicator (Year ended March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | Change | | :--- | :--- | :--- | :--- | | **Revenue** | 4,352,130 | 4,378,888 | -0.6% | | **Gross Profit** | 781,815 | 774,239 | +1.0% | | **Gross Profit Margin** | 18.0% | 17.7% | +0.3pp | | **Operating Profit** | 449,910 | 467,497 | -3.8% | | **Profit for the Year Attributable to Owners of the Company** | 342,327 | 361,672 | -5.4% | | **Adjusted Net Profit** | 342,753 | 396,471 | -13.5% | - Sales volume of men's and women's knitwear decreased from **32.2 million pieces to 29.1 million pieces**, partially offset by an increase in average selling price from **HKD 109.1 to HKD 115.6**[23](index=23&type=chunk) - Net other income significantly decreased from **HKD 78.2 million to HKD 41.2 million**, primarily due to a **HKD 21.0 million** reduction in exchange gains and a **HKD 16.4 million** decrease in gains from disposal of property, plant, and equipment[27](index=27&type=chunk) - No impairment loss was recorded for the Myanmar production base in FY2025, compared to an impairment loss of **HKD 34.0 million** in FY2024[30](index=30&type=chunk) [Consolidated Cash Flow Statement Analysis](index=16&type=section&id=Consolidated%20Cash%20Flow%20Statement%20Analysis) This fiscal year saw a net decrease in cash and cash equivalents, primarily driven by a significant reduction in net cash from operating activities due to increased inventory, and expanded net cash outflows from investing and financing activities | Cash Flow Item (Year ended March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | **Net Cash Generated from Operating Activities** | 222,940 | 582,949 | | **Net Cash Used in Investing Activities** | (238,307) | (145,057) | | **Net Cash Used in Financing Activities** | (272,114) | (435,922) | | **Cash and Cash Equivalents at Year End** | 430,818 | 717,404 | - Net cash from operating activities significantly decreased, primarily due to a **HKD 280.1 million** increase in inventories[40](index=40&type=chunk) [Liquidity, Financial Resources and Risk Management](index=17&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Risk%20Management) The Group's gearing ratio significantly increased, with cash and cash equivalents primarily denominated in USD and RMB, while comprehensive policies are in place to manage foreign currency, interest rate, credit, and liquidity risks - The gearing ratio (net debt/total capital) increased from **8.9%** as of March 31, 2024, to **20.1%** as of March 31, 2025[44](index=44&type=chunk) - As of March 31, 2025, total bank borrowings and lease liabilities amounted to **HKD 1,095.1 million**, with **80.4%** denominated in HKD[45](index=45&type=chunk) - The Group's foreign currency exposure primarily stems from RMB (operating expenses) and USD (sales revenue), with USD risk considered minimal due to the HKD peg, while RMB-USD exchange rate risk is closely monitored[47](index=47&type=chunk) - To mitigate interest rate risk, the Group entered into HKD interest rate swap contracts during the year[48](index=48&type=chunk) [Capital Expenditure and Human Resources](index=18&type=section&id=Capital%20Expenditure%20and%20Human%20Resources) This fiscal year, the Group incurred significant capital expenditure primarily for new production facilities in Vietnam and machinery, while maintaining a substantial global workforce with associated annual employee costs - Capital expenditure amounted to approximately **HKD 466.9 million**, primarily for the new production base in Vietnam and machinery procurement[51](index=51&type=chunk) - As of March 31, 2025, the Group's capital commitments were approximately **HKD 157.1 million**[52](index=52&type=chunk) - As of March 31, 2025, the Group employed approximately **15,400 full-time staff**, with total annual employee costs (including directors' emoluments) of **HKD 1,023.9 million**[60](index=60&type=chunk) [Biographies of Directors and Senior Management](index=20&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) [Biographies of Directors and Senior Management](index=20&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, covering their roles, responsibilities, and professional backgrounds - The executive director team includes Chairman Mr. Wong Wai Yu, CEO Mr. Man Yu Hin, Chief Production Officer Mr. Wong Ting Chun, and Chief Operating Officer Mr. Li Po Sing, overseeing corporate strategy, daily operations, production, and knitwear business respectively[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk) - The independent non-executive director team comprises Ms. Fanny Law Fan Chiu Fun, Mr. Kan Chung Shun, Mr. Fan Chun Wah Andrew, and Mr. Yip Shue Kwong, possessing extensive experience in public administration, law, accounting, and finance[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[71](index=71&type=chunk) - Senior management includes Chief Financial Officer and Company Secretary Mr. To Chi Keung, responsible for key functions such as financial planning, reporting, and risk management[73](index=73&type=chunk) [Corporate Governance Report](index=25&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=25&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company maintains high corporate governance standards, complying with all mandatory code provisions, with a diverse Board of Directors comprising executive and independent non-executive members, ensuring separation of Chairman and CEO roles, and achieving full attendance at all board meetings - The company confirmed compliance with all mandatory code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules for the year ended March 31, 2025[76](index=76&type=chunk) - The Board comprises **4 executive directors and 4 independent non-executive directors**, meeting the Listing Rules' requirement for at least one-third independent non-executive directors[81](index=81&type=chunk)[83](index=83&type=chunk) - The roles of Chairman (Mr. Wong Wai Yu) and Chief Executive Officer (Mr. Man Yu Hin) are separate with clear responsibilities[93](index=93&type=chunk) - Four Board meetings were held during the reporting year, with **100% attendance** from all directors[91](index=91&type=chunk)[92](index=92&type=chunk) [Board Committees](index=31&type=section&id=Board%20Committees) This section outlines the responsibilities, composition, and annual work of the Executive, Audit, Remuneration, and Nomination Committees, highlighting their roles in financial oversight, remuneration policy, and board structure - The Audit Committee consists of **three independent non-executive directors**, chaired by Mr. Fan Chun Wah Andrew, who possesses accounting qualifications, and held **two meetings** during the year[95](index=95&type=chunk)[96](index=96&type=chunk) - The Remuneration Committee comprises **one executive director and two independent non-executive directors**, held **one meeting** during the year, and reviewed directors' and senior management's remuneration[97](index=97&type=chunk)[98](index=98&type=chunk) - The Nomination Committee consists of **one executive director and two independent non-executive directors**, held **one meeting** during the year, and reviewed the Board's structure, size, and composition[99](index=99&type=chunk)[101](index=101&type=chunk) - In FY2025, audit service fees paid to external auditor PricewaterhouseCoopers amounted to **HKD 2.3 million**, and non-audit service fees were **HKD 0.6 million**[102](index=102&type=chunk) [Internal Control and Risk Management](index=36&type=section&id=Internal%20Control%20and%20Risk%20Management) The Group employs a 'three lines of defense' risk governance framework, with internal controls based on the COSO framework, and the Board has reviewed its effectiveness in managing significant risks such as global trade, geopolitical events, raw material prices, supply chain, customer concentration, and compliance - The Group's risk governance framework is guided by the 'three lines of defense' model, with internal control systems developed in reference to the COSO framework[116](index=116&type=chunk)[117](index=117&type=chunk) - The Board confirmed that it reviewed the risk management and internal control systems for the current fiscal year and deemed them adequate and effective[129](index=129&type=chunk)[135](index=135&type=chunk) - Key risks faced by the Group include volatile global trade conditions, geopolitical impacts, fluctuating raw material prices (e.g., cashmere), supply chain instability, high customer concentration, and multi-jurisdictional legal and regulatory compliance risks[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) [Directors' Report](index=43&type=section&id=Directors%27%20Report) [Business and Financial Overview](index=43&type=section&id=Business%20and%20Financial%20Overview) This section provides an overview of the Group's stable knitwear manufacturing business, FY2025 performance, dividend distribution, charitable contributions, and distributable reserves - The Group's principal business is knitwear manufacturing, with no significant changes during the year[147](index=147&type=chunk) - The Board declared a second interim dividend of **1.5 HK cents per share**, bringing the total full-year dividend to **11.3 HK cents** including the interim dividend of **9.8 HK cents** already paid[149](index=149&type=chunk) - As of March 31, 2025, the company's distributable reserves were approximately **HKD 2,148.6 million**[151](index=151&type=chunk) - High concentration of major customers and suppliers: the top five customers accounted for **68.9%** of sales, and the top five suppliers accounted for **68.5%** of purchases[157](index=157&type=chunk) [Connected Transactions](index=46&type=section&id=Connected%20Transactions) This section discloses the Group's non-exempt continuing connected transactions during the reporting period, including a significant raw material procurement agreement, a joint venture for cashmere yarn production in Vietnam, and property lease renewals, all in compliance with Listing Rules - A raw material procurement agreement was entered into with connected person Hebei Yuteng Cashmere Products Co., Ltd., with an annual cap of **RMB 710 million** for the year ended March 31, 2025[166](index=166&type=chunk) - A joint venture agreement was entered into with Hebei Yuteng for cashmere yarn production in Vietnam, requiring a **USD 4.4 million** capital injection from the company's subsidiary Nan Guan (representing **55% equity interest**)[171](index=171&type=chunk) - The independent non-executive directors and auditor have reviewed these continuing connected transactions, confirming they were conducted on normal commercial terms and are in the overall interest of shareholders[167](index=167&type=chunk) [Directors' and Shareholders' Interests](index=48&type=section&id=Directors%27%20and%20Shareholders%27%20Interests) This section discloses the interests of directors, chief executives, and substantial shareholders in the company's shares as of March 31, 2025, details the outstanding share option scheme, and confirms the full utilization of IPO net proceeds - The controlling shareholder (Novelty Asia Investment Limited, controlled by Ting Wai Trust) holds **1,500,000,000 shares**, representing approximately **65.81%** of the issued share capital[198](index=198&type=chunk) Share Option Scheme Status (As of March 31, 2025) | Share Option Scheme Status (As of March 31, 2025) | Quantity | | :--- | :--- | | **Balance at Beginning of Year** | 48,538,000 | | **Granted During Year** | 0 | | **Exercised During Year** | 0 | | **Cancelled During Year** | (1,032,000) | | **Balance at End of Year** | 47,506,000 | - Net proceeds from the initial public offering of approximately **HKD 635.4 million** have been fully utilized, with the last portion allocated to the construction and equipment procurement for the Dak Lak factory in Vietnam[202](index=202&type=chunk)[203](index=203&type=chunk) [Environmental, Social and Governance (ESG)](index=57&type=section&id=Environmental%2C%20Social%20and%20Governance%20%28ESG%29) This section outlines the Group's policies and practices across environmental protection, compliance, workplace quality, health and safety, employee development, and stakeholder relations, confirming no material non-compliance issues during the year - The Group is committed to implementing environmental policies, complying with environmental laws and regulations in its factory locations, and minimizing environmental impact[213](index=213&type=chunk) - The Board confirmed that for the year ended March 31, 2025, it was unaware of any material non-compliance or breaches that would significantly impact the Group's operations[214](index=214&type=chunk) - The Group values its employees, offering competitive remuneration, on-the-job training, equal promotion opportunities, and a safe and healthy working environment[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) [Independent Auditor's Report](index=59&type=section&id=Independent%20Auditor%27s%20Report) [Independent Auditor's Report](index=59&type=section&id=Independent%20Auditor%27s%20Report) PricewaterhouseCoopers issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming their fair presentation and compliance with disclosure requirements, with 'Tax Provisions' highlighted as a key audit matter due to complex cross-jurisdictional judgments - Auditor PricewaterhouseCoopers issued an **unmodified opinion** (Clean Opinion) on the consolidated financial statements[222](index=222&type=chunk) - A key audit matter is 'Tax Provisions,' noted due to the Group's multi-jurisdictional operations in Hong Kong, mainland China, and Vietnam, involving complex cross-border arrangements and diverse tax regulations requiring significant management judgment and estimation[228](index=228&type=chunk) [Consolidated Financial Statements](index=65&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=65&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) This fiscal year, the Group reported a slight decrease in revenue, with gross profit at HKD 781.8 million and a profit for the year of HKD 355.4 million, resulting in basic earnings per share of 15.02 HK cents | Item (Year ended March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | **Revenue** | 4,352,130 | 4,378,888 | | **Gross Profit** | 781,815 | 774,239 | | **Operating Profit** | 449,910 | 467,497 | | **Profit for the Year** | 355,414 | 380,704 | | **Profit for the Year Attributable to Owners of the Company** | 342,327 | 361,672 | | **Basic Earnings Per Share (HK cents)** | 15.02 | 15.87 | [Consolidated Statement of Financial Position](index=67&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets stood at HKD 4,778.6 million, with total liabilities of HKD 2,140.9 million, resulting in total equity of HKD 2,637.7 million and net current assets of HKD 814.6 million | Item (As of March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | **Total Assets** | 4,778,595 | 4,448,103 | | **Total Liabilities** | 2,140,890 | 1,849,144 | | **Total Equity** | 2,637,705 | 2,598,959 | | **Non-current Assets** | 2,550,769 | 2,399,172 | | **Current Assets** | 2,227,826 | 2,048,931 | | **Net Current Assets** | 814,592 | 787,853 | [Consolidated Statement of Cash Flows](index=70&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This fiscal year, net cash generated from operating activities significantly decreased, while net cash outflows from investing and financing activities led to a net reduction in cash and cash equivalents, ending the period at HKD 430.8 million | Item (Year ended March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | **Net Cash Generated from Operating Activities** | 222,940 | 582,949 | | **Net Cash Used in Investing Activities** | (238,307) | (145,057) | | **Net Cash Used in Financing Activities** | (272,114) | (435,922) | | **Net Decrease in Cash and Cash Equivalents** | (287,481) | 1,970 | | **Cash and Cash Equivalents at Year End** | 430,818 | 717,404 | [Notes to the Consolidated Financial Statements](index=71&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and supplementary information to the consolidated financial statements, covering accounting policies, key estimates, segment information, asset/liability details, related party transactions, capital commitments, and financial instrument risk management [Financial Summary](index=136&type=section&id=Financial%20Summary) [Five-Year Financial Summary](index=136&type=section&id=Five-Year%20Financial%20Summary) This section provides a summary of the Group's key performance and financial position data for the past five fiscal years, showing stable revenue around HKD 4 billion and a recovery in profit attributable to owners after a FY2023 low Results (Year ended March 31) | Results (Year ended March 31) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue (thousand HKD)** | 4,352,130 | 4,378,888 | 4,602,307 | 4,040,472 | 3,848,554 | | **Profit for the Year Attributable to Owners of the Company (thousand HKD)** | 342,327 | 361,672 | 134,844 | 263,302 | 313,677 | Assets and Liabilities (As of March 31) | Assets and Liabilities (As of March 31) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets (thousand HKD)** | 4,778,595 | 4,448,103 | 4,429,101 | 4,814,257 | 4,655,610 | | **Total Equity (thousand HKD)** | 2,637,705 | 2,598,959 | 2,477,674 | 2,602,894 | 2,416,135 | | **Total Liabilities (thousand HKD)** | 2,140,890 | 1,849,144 | 1,951,427 | 2,211,363 | 2,239,475 |

[Performance Highlights](index=1&type=section&id=%E6%A5%AD%E7%B8%BE%E6%A6%82%E8%A6%81) The company achieved robust financial growth in the first half of 2025, marked by increased revenue and net profit, alongside a declared interim dividend [Financial Summary](index=1&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) The company reported robust performance for the six months ended June 30, 2025, with total revenue increasing 9.9% to $62.94 million and net profit rising 13.4% to $21.67 million, alongside an interim dividend declaration Key Financial Indicators for H1 2025 | Indicator | H1 2025 (Million USD) | YoY Growth | | :--- | :--- | :--- | | Revenue | 62.943 | +9.9% | | Net Profit | 21.665 | +13.4% | | Basic Earnings Per Share | 0.0196 | +12.6% | - The Board decided to declare an interim dividend of **HK$0.1234 per share** for the six months ended June 30, 2025[3](index=3&type=chunk) [Consolidated Financial Statements](index=2&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) The consolidated financial statements provide a comprehensive overview of the company's financial position, performance, and cash flows for the period [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%B0%A1%E6%98%8E%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 six months ended June 30, 2025, the company's revenue grew to $62.94 million, gross profit reached $34.96 million with a stable gross margin of 55.5%, and profit attributable to owners of the parent increased 13.4% to $21.67 million Summary of Profit or Loss Statement (For the six months ended June 30, Thousand USD) | Item | 2025 | 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 62,943 | 57,298 | +9.9% | | Gross Profit | 34,963 | 31,745 | +10.1% | | Profit Before Tax | 26,577 | 22,710 | +17.0% | | Profit for the Period Attributable to Owners of the Parent | 21,665 | 19,103 | +13.4% | | Basic Earnings Per Share (US cents) | 1.96 | 1.74 | +12.6% | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the company's total assets stood at $107 million and net assets at $51.56 million, with a decrease in cash and cash equivalents, a significant increase in trade receivables, and a reduction in inventory levels compared to year-end 2024 Key Items from Statement of Financial Position (Thousand USD) | Item | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Net Assets | 51,557 | 56,299 | -8.4% | | Cash and Cash Equivalents | 55,666 | 65,933 | -15.6% | | Trade Receivables | 25,869 | 15,497 | +66.9% | | Inventories | 13,619 | 16,160 | -15.7% | | Interest-bearing Bank Borrowings | 3,085 | 8,516 | -63.8% | [Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) During the period, net cash inflow from operating activities was $22.27 million, but net cash outflow from financing activities, primarily due to $26.90 million in dividend payments, resulted in a net decrease of $10.27 million in cash and cash equivalents Summary of Cash Flow Statement (For the six months ended June 30, Thousand USD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 22,270 | 31,843 | | Net Cash Flow from Investing Activities | 486 | 138 | | Net Cash Flow Used in Financing Activities | (33,030) | (15,370) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (10,274) | 16,611 | - The primary reason for the cash outflow from financing activities was the payment of **$26.90 million in dividends**, significantly higher than the **$17.40 million** in the same period last year[8](index=8&type=chunk) [Management Discussion and Analysis](index=19&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) Management discusses the company's operating performance, business developments, and financial resources, outlining strategic initiatives and future outlook [Operating Results](index=19&type=section&id=%E7%B6%93%E7%87%9F%E6%A5%AD%E7%B8%BE) The company's overall operating performance was robust, with total revenue growing 9.9%, primarily driven by mobile network priority connectivity products and software license sales, while gross margin remained stable at 55.5% and total operating expenses increased modestly by 4.2% due to higher R&D investment [Revenue Analysis](index=19&type=section&id=%E6%94%B6%E5%85%A5%E5%88%86%E6%9E%90) Total revenue increased to $62.94 million, with mobile network priority connectivity product sales growing 14.4% and software license sales increasing 33.8%, while EMEA and Asia regions showed strong growth of 39.2% and 44.3% respectively, and North America experienced a slight decline due to high base effect Revenue by Product/Service Category (Thousand USD) | Product/Service Category | H1 2025 | H1 2024 | YoY Growth | | :--- | :--- | :--- | :--- | | Mobile Network Priority Connectivity | 36,831 | 32,194 | +14.4% | | Software Licenses | 5,055 | 3,777 | +33.8% | | Warranty and Support Services | 13,441 | 12,575 | +6.9% | | Fixed Network Priority Connectivity | 7,616 | 8,752 | -13.0% | Revenue by Region (Thousand USD) | Region | H1 2025 | H1 2024 | YoY Growth | | :--- | :--- | :--- | :--- | | Europe, Middle East and Africa (EMEA) | 20,497 | 14,725 | +39.2% | | Asia | 5,862 | 4,061 | +44.3% | | North America | 34,394 | 36,761 | -6.4% | [Recurring Sales](index=20&type=section&id=%E7%B6%93%E5%B8%B8%E6%80%A7%E9%8A%B7%E5%94%AE) Recurring sales increased 12.5% year-over-year to $17.70 million, raising their proportion of total revenue from 27.5% to 28.1%, with healthy growth in the number of subscribed devices and usage rates indicating a strong future recurring revenue pipeline Revenue by Nature (Thousand USD) | Revenue Type | H1 2025 | % of Total | H1 2024 | % of Total | YoY Growth | | :--- | :--- | :--- | :--- | :--- | :--- | | One-off Sales | 45,245 | 71.9% | 41,566 | 72.5% | +8.9% | | Recurring Sales | 17,698 | 28.1% | 15,732 | 27.5% | +12.5% | [Gross Profit and Expenses](index=22&type=section&id=%E6%AF%9B%E5%88%A9%E5%8F%8A%E9%96%8B%E6%94%AF) Overall gross margin remained stable at 55.5%, with warranty and support services and software licensing businesses maintaining high gross margins exceeding 90%, while total operating expenses increased 4.2% to $10.15 million, primarily due to a 9.9% rise in R&D expenses driven by increased salaries - Gross margin was approximately **55.5%**, consistent with the prior year period, with warranty and support services and software licenses achieving high gross margins of **94.5%** and **90.6%** respectively[49](index=49&type=chunk)[50](index=50&type=chunk) - Total operating expenses increased by **4.2%** year-over-year to **$10.15 million**, primarily due to a **9.9%** increase in research and development, consulting, and other expenses driven by higher salaries[56](index=56&type=chunk)[58](index=58&type=chunk) [Business Review and Outlook](index=25&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%89%8D%E6%99%AF) Management expresses confidence in future growth, deepening collaboration with Starlink and establishing a new partnership with Iridium to expand the low-earth orbit satellite communication market, launching the SpeedFusion Connect mobile application, and planning to accelerate subscription business growth by optimizing partner experience and developing targeted regional strategies for price-sensitive EMEA and APAC markets - Expansion of collaboration with low-earth orbit satellite providers: The scope of cooperation with Starlink has been extended to all Starlink devices, and a new marketing partnership has been established with Iridium[66](index=66&type=chunk) - Launch of SpeedFusion Connect application: A new application has been launched on iOS and Android platforms, aiming to combine mobile data and WiFi for more stable network experience on mobile devices and to explore new markets[67](index=67&type=chunk) - Acceleration of subscription business growth: The subscription rate increased from **34.1% to 36.5%** during the period, and the company plans to further boost it by adding new features and removing partner obstacles[68](index=68&type=chunk) - Development of regional strategies: Plans are underway to develop specialized products and strategies for the EMEA and Asia-Pacific regions to address the price-sensitive nature of these markets[64](index=64&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=27&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E6%94%BF%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The company maintains a healthy financial position, with the gearing ratio significantly decreasing from 15.1% at the end of 2024 to 6.0%, and the group primarily funds its operations through cash generated from its own business activities without facing liquidity issues - As of June 30, 2025, the gearing ratio (total borrowings/total equity) was approximately **6.0%**, a significant decrease from **15.1%** at the end of 2024[70](index=70&type=chunk) [Other Disclosures](index=28&type=section&id=%E5%85%B6%E4%BB%96%E6%8A%AB%E9%9C%B2%E4%BA%8B%E9%A0%85) This section details additional corporate information including dividend declarations, share option schemes, and corporate governance practices [Dividends](index=28&type=section&id=%E8%82%A1%E6%81%AF) The Board declared an interim dividend of HK$0.1234 per share for the six months ended June 30, 2025, payable on August 26, 2025, to shareholders on record as of August 15, 2025 - An interim dividend of **HK$0.1234 per share** was declared, higher than **HK$0.1083 per share** for the same period in 2024[27](index=27&type=chunk)[78](index=78&type=chunk) [Share Option Scheme](index=30&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) As of June 30, 2025, a total of 12,274,000 unexercised share options remained, with 647,000 options exercised and 400,000 forfeited due to resignation during the period, and no new options granted - As of June 30, 2025, **12,274,000 share options** remained unexercised under the share option scheme[84](index=84&type=chunk) - Equity-settled share-based payment expenses for the period amounted to approximately **$153,000**[39](index=39&type=chunk)[57](index=57&type=chunk) [Corporate Governance](index=32&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB) The company has adopted and complied with all applicable provisions of the Corporate Governance Code, and the Audit Committee has reviewed these interim results - During the reporting period, the company complied with all applicable code provisions set out in the Corporate Governance Code[91](index=91&type=chunk) - The Audit Committee has reviewed the Group's interim results and discussed audit, internal control, and financial reporting matters with management[93](index=93&type=chunk)