（於開曼群島註冊成立的有限公司） 股份代號: 2132 2025 中期報告 公司資料 LANDRICH HOLDING LIMITED 譽燊豐控股有限公司 董事會 執行董事 徐繼光先生 （主席） 徐子揚先生 （行政總裁） 徐慧揚女士 獨立非執行董事 李殷傑先生 李建基先生 鄺炳文先生 董事委員會 審核委員會 李建基先生 （主席） 李殷傑先生 鄺炳文先生 薪酬委員會 李殷傑先生 （主席） 李建基先生 鄺炳文先生 徐繼光先生 提名委員會 合規顧問 鄺炳文先生 （主席） 李殷傑先生 李建基先生 徐繼光先生 徐慧揚女士 （於二零二五年六月二十四日獲委任） 富比資本有限公司 香港 灣仔 駱克道188號 兆安中心 26樓 投資委員會 1 譽燊豐控股有限公司 二零二五年中期報告 公司資料 徐子揚先生 （主席） （於二零二五年十一月二十一日獲委任） 鄺炳文先生 （於二零二五年十一月二十一日獲委任） 李建基先生 （於二零二五年十一月二十一日獲委任） 公司秘書 吳愷盈女士 授權代表 徐繼光先生 吳愷盈女士 核數師 國衛會計師事務所有限公司 執業會計師 香港 中環 畢打街11號 置地廣場 告羅士打大廈 31樓 公司資料 香港總部及 ...

Financial Performance - The group's revenue for the six months ended September 30, 2025, was approximately HKD 83.7 million, a decrease of about 29.1% compared to HKD 118.0 million in the same period of 2024[7]. - Profit attributable to owners of the company for the period was approximately HKD 4.3 million, down from HKD 4.7 million in 2024[7]. - Basic earnings per share for the period was approximately HKD 5.05, compared to HKD 5.44 (restated) in 2024[8]. - The total comprehensive income for the period was HKD 4,341,000, a decrease from HKD 4,683,000 in the same period of 2024[11]. - The company reported a pre-tax profit of HKD 5,001,000 for the six months ended September 30, 2025, compared to HKD 4,683,000 in the previous year[19]. - For the six months ended September 30, 2025, the company reported a pre-tax profit of approximately 4,341,000 HKD, a decrease from 4,683,000 HKD in the same period of 2024, representing a decline of about 7.3%[30]. - The company's attributable profit for the six months ended September 30, 2025, was approximately HKD 4.3 million, compared to approximately HKD 4.7 million for the same period in 2024[42]. Revenue Breakdown - The revenue from renovation projects significantly declined to HKD 3,940,000, down 86.7% from HKD 29,514,000 in the previous year[17]. - The company's total revenue from clients for renovation projects in 2025 was 22,157,000 HKD, compared to 51,605,000 HKD in 2024, indicating a significant drop of approximately 57.1%[23]. - Revenue from renovation projects for the six months ended September 30, 2025, was approximately HKD 3.9 million, down about 86.7% compared to approximately HKD 29.5 million for the same period in 2024[38]. Assets and Liabilities - Total assets less current liabilities as of September 30, 2025, amounted to HKD 60.1 million, compared to HKD 56.2 million as of March 31, 2025[9]. - The company's total assets as of September 30, 2025, amounted to HKD 56,085,000, reflecting a slight increase from HKD 50,521,000 as of the same date in 2024[11]. - Current liabilities increased to HKD 134.0 million from HKD 104.9 million, indicating a rise in financial obligations[10]. - The company reported total liabilities of 60,820,000 HKD as of September 30, 2025, compared to 40,861,000 HKD as of March 31, 2025, indicating an increase of approximately 48.9%[34]. - The company's total equity as of September 30, 2025, was HKD 56.1 million, up from HKD 51.7 million[10]. - The company’s total equity attributable to owners increased to HKD 56,085,000 as of September 30, 2025, from HKD 50,521,000 in the previous year[11]. Cash Flow - The net cash outflow from operating activities for the six months ended September 30, 2025, was HKD 5,453,000, compared to HKD 731,000 in the same period of 2024[13]. - The company experienced a net cash inflow from financing activities of HKD 3,215,000, a turnaround from a net outflow of HKD 4,435,000 in the previous year[13]. - The company’s cash and cash equivalents decreased to HKD 9,010,000 from HKD 9,305,000 at the end of the previous period[13]. Costs and Expenses - The total employee costs for the six months ended September 30, 2025, were 9,659,000 HKD, down from 11,496,000 HKD in 2024, reflecting a decrease of about 15.9%[26]. - Administrative expenses for the six months ended September 30, 2025, were approximately HKD 11.4 million, down about 15.5% from approximately HKD 13.4 million for the same period in 2024[41]. - Direct costs decreased from approximately HKD 98.6 million for the six months ended September 30, 2024, to approximately HKD 65.6 million for the current period, a reduction of about 33.5%[39]. Shareholder Information - The board of directors did not recommend any dividend payment for the period[7]. - The company plans to conduct a rights issue at a subscription price of 0.110 HKD per share, with the completion expected in December 2025[35]. - The company announced a proposed rights issue on September 4, 2025, offering 160,000,000 shares at a subscription price of HKD 0.110 per share, with estimated net proceeds of approximately HKD 16.4 million[86]. - The net proceeds from the rights issue are intended to be used for HKD 13.7 million in financial resources for contracting services and approximately HKD 2.7 million for general working capital[86]. Corporate Governance - The audit and risk management committee, chaired by an independent non-executive director, has reviewed the company's financial reporting and internal controls[90]. - The company has adhered to the corporate governance code as per GEM Listing Rules, with a noted deviation regarding the roles of the chairman and CEO being held by the same individual[89]. - The financial information presented in the report has not been audited, and the directors have confirmed their responsibility for the preparation of the financial statements[85]. Future Plans - The company aims to expand its business in the public housing sector due to anticipated growth in land supply from the government[43]. - The company plans to optimize project milestone settings and simplify client acceptance processes to achieve more timely revenue recognition in the future[43].

Revenue and Profitability - Revenue for the six months ended September 30, 2025, increased by approximately 13.6% from HK$1,046,126,000 to HK$1,188,138,000 compared to the same period last year [13] - Gross profit for the same period decreased from HK$112,417,000 to HK$89,982,000 [13] - The Group's revenue for the six months ended 30 September 2025 was approximately HK$1,188.1 million, representing an increase of approximately 13.6% compared to HK$1,046.1 million in the same period last year [52][53] - The automobile segment contributed HK$1,035.9 million, accounting for 87.2% of total revenue, with a 26.3% increase from HK$819.9 million in the previous year [54] - Gross profit decreased by approximately 20.0% to HK$90.0 million, with a gross profit margin of 7.6%, down from 10.8% in the previous year [55][59] - The operating loss for the period was HK$25,474,000, significantly improved from an operating loss of HK$542,494,000 in the previous year [153] - The loss before income tax was HK$46,537,000, compared to a loss of HK$576,370,000 in the same period last year [153] - The total comprehensive loss for the period was HK$26,850,000, a substantial reduction from HK$552,549,000 in 2024 [155] Costs and Expenses - Selling and distribution costs decreased by approximately 23.8% compared to the same period last year [14] - Administrative expenses decreased by approximately 61.2% compared to the same period last year [14] - Financing costs decreased by approximately 37.8% to HK$21.1 million, down from HK$33.9 million in the same period last year [63] - The company experienced a decrease in selling and distribution costs to HK$92,635,000 from HK$121,522,000 in the previous year, reflecting a 23.8% reduction [153] - Employee benefit expenses totaled HK$29,359 for the period, slightly down from HK$30,530 in the previous year, reflecting cost management efforts [199] Assets and Liabilities - Total assets increased to HK$1,760,784,000 in the interim period of 2025/2026, compared to HK$1,907,834,000 for FY2025 [22] - Total liabilities rose to HK$780,506,000 in the interim period of 2025/2026, up from HK$937,559,000 for FY2025 [22] - As of September 30, 2025, the Group's total assets were approximately HK$1,760.8 million, a decrease from approximately HK$1,907.8 million as of March 31, 2025 [71] - The Group's borrowings decreased by approximately 39.7% to HK$317.6 million as of September 30, 2025, down from HK$526.8 million as of March 31, 2025 [74] - The gearing ratio improved to approximately 32.4% as of September 30, 2025, compared to 54.3% as of March 31, 2025 [75] - The Group's inventories decreased by approximately 39.2% to HK$338.4 million as of September 30, 2025, from HK$556.9 million as of March 31, 2025 [80] Share Capital and Dividends - No interim dividend was declared for the six months ended September 30, 2025 [16] - The Board resolved not to recommend the payment of an interim dividend for the six months ended September 30, 2025 [137] - The Company issued 74,879,418 shares at a subscription price of HK$0.64 each on July 31, 2024, raising net proceeds of approximately HK$46.4 million [91] - The Company issued 93,800,301 shares at a subscription price of HK$0.402 each on May 19, 2025, raising net proceeds of approximately HK$36.8 million [99] Legal and Compliance Matters - The Company faced a petition for winding up on April 15, 2024, which was later set aside on May 15, 2024 [102] - The total amount claimed by joint provisional liquidators is approximately US$1.4 million, subject to court assessment [103] - The Company lodged an application with the Supreme Court of Bermuda for leave to appeal against the Costs Decision on 13 December 2024 [106] - The Company participated in legal action in the High Court of Hong Kong regarding indemnity claims against former directors for costs related to Bermuda Proceedings, totaling HK$58.0 million [108] - The High Court ordered the Former EDs to indemnify the Company for legal costs and damages related to the Bermuda Proceedings [109] Employee and Training Initiatives - The Company provided training to employees for future advancement, emphasizing the importance of employee development [94] - The Group had a total of 282 employees as of September 30, 2025, down from 319 employees as of March 31, 2025 [93] Market and Economic Conditions - The global economy faces challenges such as slowing growth and persistent inflation, impacting consumer sentiment in luxury goods and automobile sectors [25] - The China Luxury Consumer Forecast Report predicts the luxury market in China will exceed RMB1 trillion, driven by evolving consumer expectations and technological advancements [26]

HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED 香港智雲科技建設有限公司 （於開曼群島註冊成立之有限公司） 股份代號：9900 中期報告 Interim Report 2025-26 2025-26 (Incorporated in the Cayman Islands with limited liability) Stock Code : 9900 HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED 香港智雲科技建設有限公司 2025-26 INTERIM REPORT HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED 香港智雲科技建設有限公司 目錄 中 期 報 告 3 公司資料 5 管理層討論及分析 13 簡明綜合損益及其他全面收益表 14 簡明綜合財務狀況表 16 簡明綜合權益變動表 17 簡明綜合現金流量表 18 簡明綜合中期財務報表附註 34 其他資料 簡稱 於本中報內，除文義另有所指外，下列簡稱具有以下涵義： | 「細則」 | 指 | 本公司組織章程細則 ...

Financial Performance - Revenue for the six months ended September 30, 2025, was HKD 17,883,000, an increase of 10.7% compared to HKD 16,150,000 for the same period in 2024[4] - Gross profit decreased to HKD 1,395,000, down 36.5% from HKD 2,203,000 year-on-year[4] - The company reported a loss before tax of HKD 761,000, an improvement from a loss of HKD 993,000 in the previous year[4] - Basic and diluted loss per share improved to HKD 0.09 from HKD 0.11 year-on-year[5] - The total loss for the period was HKD 804,000, a decrease from a loss of HKD 993,000 in the previous year, reflecting an improvement of 19.1%[30] - The lending business recorded a revenue of HKD 500,000 for the period, with a positive outlook for continued market demand and contribution to overall performance[50] Assets and Liabilities - Current assets increased to HKD 63,307,000 from HKD 55,032,000, reflecting a growth of 15.6%[6] - Cash and cash equivalents at the end of the period rose to HKD 9,005,000, up from HKD 5,877,000, marking a 53.9% increase[6] - Total liabilities increased to HKD 51,351,000 from HKD 47,772,000, a rise of 7.4%[6] - The net asset value decreased to HKD 6,456,000 from HKD 7,260,000, a decline of 11.1%[6] - As of September 30, 2025, the net asset value decreased by 11% to HKD 6,500,000 from HKD 7,300,000 as of March 31, 2025[52] - Cash and cash equivalents increased to HKD 9,000,000 from HKD 5,900,000 as of March 31, 2025[53] - The debt-to-equity ratio rose to 64.1% from 46.4% due to an increase in bonds payable[53] Operational Efficiency - Operating cash flow for the period was a net outflow of HKD 1,982,000, compared to a net inflow of HKD 403,000 in the previous year[11] - Operating expenses decreased by 30.4% to HKD 1,600,000 from HKD 2,300,000 in the previous year, mainly due to reduced operational costs[47] - The cost of inventory recognized as an expense was HKD 16,488,000, compared to HKD 13,947,000, marking an increase of 18.2%[30] - The cost of goods sold increased to HKD 16,500,000 from HKD 13,900,000, reflecting the rise in revenue[46] - The overall gross profit decreased by 36.4% to HKD 1,400,000 compared to HKD 2,200,000 in the previous year, primarily due to sales of low-margin products[46] Investments and Financing - Financing activities generated a net cash inflow of HKD 5,110,000, contrasting with a net outflow of HKD 195,000 in the same period last year[11] - The company issued unsecured bonds totaling HKD 5,500,000 with an interest rate of 6% on September 25, 2025[40] - The group achieved an unrealized net gain of HKD 2,100,000 from securities investments, up from HKD 1,200,000 in the previous year[51] - The group held financial assets at fair value of approximately HKD 13,500,000, with significant investments in New Tech Company and China Investment Group[55] Corporate Governance - The company did not recommend any dividends for the six months ended September 30, 2025, consistent with the previous year[44] - The company did not acquire any property, plant, and equipment during the six months ended September 30, 2025[32] - The company has adopted a code of conduct for securities trading by directors, which complies with GEM Listing Rules[73] - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited condensed consolidated interim financial statements for the six months ending September 30, 2025[76] - The company has complied with the Corporate Governance Code throughout the six months ending September 30, 2025, with minor exceptions regarding the notice period for board meetings[74] - The board will continue to monitor and review corporate governance principles and practices to ensure compliance[75] - No related party transactions were identified that require disclosure in this report[70] Shareholder Information - As of September 30, 2025, the total number of issued ordinary shares is 890,722,800[66] - Ms. Lin Shuo holds 2,790,000 shares, representing approximately 0.31% of the total issued shares[66] - Mr. Yuan Xiaotong holds 186,820,000 shares, representing approximately 20.97% of the total issued shares[66] - No other individuals, apart from the disclosed parties, hold any interests or positions that require disclosure under the Securities and Futures Ordinance as of September 30, 2025[67] - The company did not purchase, sell, or redeem any of its listed securities during the six months ending September 30, 2025[71] Market Outlook and Strategy - The company plans to expand its sales channels and offer flexible credit terms to attract distributors and maximize profits[49] - The group plans to continue developing its existing business through organic growth or acquisitions, aiming to diversify and enhance shareholder returns[60] - The group maintains a conservative inventory policy and actively assesses credit risk to mitigate potential losses[57] - There were no significant acquisitions or disposals during the reporting period[54] - No significant contingent liabilities or asset pledges were reported as of September 30, 2025[58]

Financial Performance - The company reported a revenue of RMB 429,763,000 for the fiscal year ending August 31, 2024, a significant increase from RMB 81,305,000 in 2023[9] - The gross profit for the fiscal year 2024 was RMB 204,899,000, compared to RMB 11,919,000 in 2023, indicating a recovery in profitability[9] - The company experienced a net loss of RMB 40,308,000 in 2024, an improvement from a profit of RMB 51,047,000 in 2023[9] - The total revenue for the fiscal year ending August 31, 2025, was approximately RMB 378.8 million, with a net loss of RMB 197.0 million, an increase in loss of RMB 156.7 million compared to the previous year[13] - Total revenue decreased by approximately RMB 51.0 million (or 11.9%) from RMB 429.8 million in the year ended August 31, 2024, to RMB 378.8 million in the year ended August 31, 2025[48] - Gross profit margin decreased from approximately 47.7% for the year ended August 31, 2024, to 38.2% for the year ended August 31, 2025, a decline of about 9.5 percentage points[51] - Net loss increased to RMB 197.0 million for the year ended August 31, 2025, from a loss of RMB 40.3 million for the year ended August 31, 2024, an increase of approximately RMB 156.7 million or 388.8%[60] Enrollment and Student Statistics - The total number of enrolled students reached 28,932 as of September 1, 2025, with 2,265 employees, including over 1,620 full-time teachers[3] - As of September 1, 2025, the total number of enrolled students reached 28,932, reflecting the company's strong reputation in the private education sector in Sichuan Province[14] - Enrollment in vocational schools decreased by 2,405 students, representing a 7.9% decline compared to 2024, while high school enrollment fell by 69 students, a 6.4% decrease[23] - The number of enrolled students decreased by 2,495 (or 7.9%) to 28,932 as of September 1, 2025, compared to 31,427 as of September 1, 2024[62] Acquisitions and Expansion - The company completed the acquisition of Wenxuan Vocational College and Zhengzhuo Vocational School on August 31, 2023, marking its entry into the private vocational education sector[4] - The company completed the acquisition of 51% of two vocational schools, gaining control and economic benefits from these entities[14] - The vocational college's campus construction is nearing completion, with plans to gradually expand enrollment in the coming years[17] - The new campus of Wenxuan Vocational College is fully operational, with plans to enroll 14,000 students in 2026 and aim for 40,000 students by 2028[37] Financial Health and Ratios - The current ratio decreased to 0.33 in 2024 from 0.40 in 2023, indicating a decline in short-term financial health[10] - The debt-to-equity ratio rose significantly to 290.6% in 2024, up from 276.4% in 2023, reflecting increased leverage[10] - The company's debt-to-equity ratio rose from approximately 290.6% as of August 31, 2024, to about 613.0% as of August 31, 2025[68] - As of August 31, 2025, the total borrowings of the company amounted to approximately RMB 1,949.4 million, an increase of about RMB 452.6 million from RMB 1,496.8 million as of August 31, 2024[63] Operational Strategies and Goals - The company aims to enhance its market position in the private education sector in Sichuan Province, driven by increasing demand for quality private education[5] - The company aims to enhance its market position as a quality private education operator in Southwest China, focusing on high school and vocational education expansion[16] - The company plans to optimize its curriculum and professional training programs to align with regional industry needs, thereby improving student quality and increasing revenue from vocational schools[17] - The company aims to innovate talent cultivation models and enhance vocational education to meet market demands, focusing on quality as a lifeline[29] Tuition and Fees - Tuition fees for vocational schools increased slightly for the 2024/2025 academic year, ranging from RMB 13,500 to 14,800, while boarding fees range from RMB 1,400 to 3,300[26] - High school tuition remains at RMB 42,000 per student per year, with boarding fees unchanged at RMB 1,200[26] - The kindergarten tuition for the 2024/2025 academic year is adjusted to range from RMB 45,360 to 46,560, compared to RMB 44,160 to 46,560 in the previous year[26] Compliance and Regulatory Matters - The company is committed to complying with Chinese laws and regulations while actively developing new business opportunities in independent high schools and private vocational education institutions[16] - The company has completed adjustments to its control structure in compliance with the latest regulations and has terminated the consolidation of affected businesses[45] - The company will continue to monitor policy developments to ensure compliance and assess potential impacts on its operations[45] - The company has completed classification registration for its kindergartens and high schools, while other schools are still pending[47] Employee and Management Information - The company has 2,265 employees as of August 31, 2025, compared to 2,240 employees in the previous year[85] - The employee cost for the year ended August 31, 2025, was approximately RMB 142.0 million, an increase from RMB 132.1 million in 2024[85] - The company has established a remuneration committee to review the compensation policies for directors and senior management, considering the company's performance and market practices[117] Related Party Transactions and Governance - The company has disclosed related party transactions involving significant shareholders, including Mr. Wang Jinglei, who holds over 30% of Chengdu Junxian[191] - The independent non-executive directors confirmed that transactions conducted under the contractual arrangements for the year ending August 31, 2025, resulted in most profits remaining within the group[197] - The independent auditor found no issues regarding the structural contracts and ongoing related party transactions for the year ending August 31, 2025[198] Strategic Partnerships and Collaborations - The company has established partnerships with over 1,000 medium and large enterprises to improve its vocational education offerings and student employability[17] - The group has initiated collaborations to export its educational management services, including partnerships with schools to enhance their educational systems and teacher training[41] Educational Quality and Infrastructure - The group is focused on improving educational quality through modern teaching methods, optimizing classroom efficiency, and enhancing infrastructure[39] - The group aims to create a vocational education ecosystem that integrates secondary and higher education, deepens industry-education integration, and promotes regional collaborative development[38] Structural Contracts and Compliance - The structural contracts are in place due to the prohibition of foreign ownership in primary and junior high schools in China, with control exercised through these contracts[180] - The board will review the compliance of structural contracts at least annually to ensure adherence to regulations and address any significant issues[184] - The group has established structural contracts with Sichuan Higher Education and Sichuan Zhengzhuo to gain control over their respective subsidiaries following acquisition events[188]

Financial Performance - The group's revenue for the six months ended September 30, 2025, was approximately HKD 12.8 million, an increase of about 2.2% compared to the same period in 2024[11] - The loss attributable to the owners of the company for the six months ended September 30, 2025, was approximately HKD 1.9 million, a decrease of about 45.5% compared to the same period in 2024[11] - The basic and diluted loss per share for the six months ended September 30, 2025, was HKD 0.98, compared to HKD 1.80 for the same period in 2024[12] - For the six months ended September 30, 2025, the company reported a net loss of approximately HKD 1,886,000, compared to a net loss of HKD 3,456,000 for the same period in 2024, indicating an improvement in performance[26] - The company recorded a total comprehensive expense of HKD 1,876,000 for the six months ended September 30, 2025, compared to HKD 3,522,000 for the same period in 2024[26] - The group reported a pre-tax loss of HKD 2,942,000 for the six months ended September 30, 2025, compared to a loss of HKD 4,654,000 in 2024, showing an improvement of about 36.7%[37] Assets and Liabilities - Total assets less current liabilities as of September 30, 2025, amounted to HKD 14.9 million, compared to HKD 14.3 million as of March 31, 2025[15] - The company's net assets as of September 30, 2025, were HKD 12.1 million, down from HKD 14.0 million as of March 31, 2025[15] - The total liabilities as of September 30, 2025, were HKD 17.7 million, compared to HKD 15.0 million as of March 31, 2025[15] - The company has a net current liability of approximately HKD 1,121,000 as of September 30, 2025, raising concerns about its ability to continue as a going concern[26] - The company’s total equity attributable to owners decreased to HKD 14,261,000 as of September 30, 2025, down from HKD 22,212,000 as of April 1, 2024[26] Cash Flow - The company's cash and cash equivalents as of September 30, 2025, were HKD 8.99 million, an increase from HKD 6.80 million as of March 31, 2025[15] - The cash and cash equivalents increased by HKD 2,184,000 during the reporting period, rising from HKD 6,804,000 at the beginning to HKD 8,990,000 at the end[20] - Operating activities generated a net cash inflow of HKD 1,393,000, a significant recovery from a cash outflow of HKD 4,773,000 in the previous year[20] - The company’s financing activities generated a net cash inflow of HKD 753,000, a recovery from a net cash outflow of HKD 2,010,000 in the previous year[20] Operational Efficiency - The company reported a decrease in employee costs to HKD 2.94 million for the six months ended September 30, 2025, from HKD 4.65 million in the same period in 2024[12] - Employee costs decreased by approximately 36.8%, from HKD 4.7 million for the six months ended September 30, 2024, to HKD 2.9 million for the same period in 2025, representing a reduction in employee costs as a percentage of revenue from 37.2% to 23.0%[54] - Other operating expenses decreased by approximately HKD 1.0 million or 21.9% to about HKD 3.5 million for the six months ended September 30, 2025, primarily due to cost control measures implemented by the company[57] - The group plans to enhance cost control measures on inventory and operational expenses to improve operational efficiency and cash flow generation[28] Shareholder Information - The board of directors did not recommend the payment of any dividends for the six months ended September 30, 2025 (2024: none)[11] - The major shareholder, Jinshi No. 1 Limited Partnership Fund, holds 21,155,000 shares, representing 10.99% of the company's equity[77] - Jinshi Wealth Management Limited and Lin Yuzuo also hold 21,155,000 shares each, equivalent to 10.99% of the equity, as they are deemed to have interests in the shares held by Jinshi No. 1 Limited Partnership Fund[77] - No major or significant shareholders, other than those disclosed, hold or are deemed to hold interests that require disclosure under the Securities and Futures Ordinance as of September 30, 2025[78] Compliance and Governance - The company has adhered to the corporate governance code as stipulated in the GEM Listing Rules during the six months ending September 30, 2025[82] - An audit committee has been established to review financial data, internal controls, and risk management systems, ensuring compliance with applicable accounting standards and regulations[84] - All directors confirmed compliance with the trading standards and code of conduct for securities transactions during the six months ending September 30, 2025[81]

2025 中期報告 目 錄 2 公司資料 4 簡明綜合損益及其他全面收益表 5 簡明綜合財務狀況表 6 簡明綜合權益變動表 7 簡明綜合現金流量表 8 簡明綜合中期財務報表附註 24 管理層討論與分析 30 企業管治及其他資料 VICON HOLDINGS LIMITED 中期報告2025 公司資料 董事會 執行董事 鄒國俊先生 （主席及行政總裁） 梁慶威先生 獨立非執行董事 葉家麒先生 謝嘉政先生 陳偉傑先生 譚鈺渝女士 董事委員會 審核委員會 謝嘉政先生 （主席） 葉家麒先生 陳偉傑先生 譚鈺渝女士 提名委員會 鄒國俊先生 （主席） 葉家麒先生 謝嘉政先生 薪酬委員會 葉家麒先生 （主席） 鄒國俊先生 陳偉傑先生 譚鈺渝女士 公司秘書 註冊辦事處 Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands 股份過戶登記總處 Conyers Trust Company (Cayman) Limited Cricket Square Hutchins Drive PO Box 2681 Grand Cayman ...

Financial Performance - Revenue for the fiscal year 2025 was approximately HKD 37.5 million, a decrease of about 1.6 million or 4.0% from HKD 40.1 million in 2024[35]. - Gross profit decreased by approximately HKD 4.8 million or 25.2% to HKD 14.4 million in 2025, with a gross margin of 38.4% compared to 48.0% in 2024[39]. - The company recorded a net loss of approximately HKD 12.0 million in 2025, compared to a net loss of about HKD 7.3 million in 2024, primarily due to decreased revenue and gross profit[45]. - The total asset return rate for 2025 was approximately -15.8%, compared to -10.2% in 2024[48]. - The equity return rate for 2025 was approximately -31.5%, compared to -14.5% in 2024[49]. - The liquidity ratio for 2025 was 2.3 times, down from 3.5 times in 2024, reflecting a decrease in cash reserves[51]. - As of September 30, 2025, the group's cash and cash equivalents amounted to approximately HKD 30.4 million, a decrease from HKD 60.2 million in 2024, with no bank borrowings[55]. - Current assets as of September 30, 2025, were approximately HKD 62.1 million, down from HKD 71.5 million in 2024, while current liabilities increased to approximately HKD 27.3 million from HKD 20.3 million in 2024, resulting in a current ratio of 2.3 times compared to 3.5 times in 2024[55]. - The total employee cost for the year was approximately HKD 23.2 million, an increase from HKD 22.9 million in 2024, with 59 employees as of September 30, 2025, compared to 58 in 2024[61]. - The company has a distributable reserve of approximately HKD 26.3 million as of September 30, 2025[103]. Business Expansion and Strategy - The company is expanding its business into event management and insurance sectors, leveraging the stable cash flow from its core financial printing business[23]. - The company aims to enhance service levels and deepen customer relationships in both existing and emerging business areas[24]. - The company has expanded its main business to include entertainment program production and event planning services, in addition to financial printing services[84]. - The company has entered into a cooperation agreement with Macau Star Entertainment, with a total payment of approximately HKD 1,165,000 for managing an event[92]. - The FIBA cooperation agreement with Macau Star involves a budget limit of HKD 4 million for related expenses associated with the FIBA 3x3 World Tour event in Macau[134]. Customer and Supplier Relationships - The top five customers accounted for approximately 22.3% and 14.6% of total revenue in 2024 and 2025, respectively, indicating no excessive reliance on any major customer[31]. - The top five customers accounted for approximately 14.6% of the total revenue for the year, down from 22.3% in 2024, with the largest customer contributing about 4.6% of total revenue[141]. - The top five suppliers represented around 30.8% of the total service costs for the year, an increase from 27.3% in 2024, with the largest supplier accounting for approximately 12.1% of total service costs[141]. - The company has established stable relationships with major suppliers, expecting no procurement difficulties or production interruptions[90]. Governance and Compliance - The company complies with multiple Hong Kong laws and regulations, ensuring operational adherence to applicable legal requirements[87]. - The company has adopted a share option scheme as a reward for eligible participants[153]. - The company has complied with all applicable corporate governance codes as per GEM listing rules during the year[157]. - The board consists of six directors, with independent non-executive directors making up 50% of the board[169]. - The company has established a board committee to delegate certain responsibilities, enhancing governance and oversight[166]. - The Audit Committee consists entirely of independent non-executive directors, ensuring objectivity in financial oversight[184]. - The company is committed to maintaining effective risk management and internal control systems[187]. - The board has adopted a diversity policy and discussed measurable targets for its implementation[178]. Shareholder Information - The company decided not to recommend a final dividend for the fiscal year 2025, consistent with 2024[50]. - The company did not declare a final dividend for the year[97]. - The public shareholding ratio was restored to 25% on December 6, 2024, after the sale of 2,670,000 shares by the controlling shareholder[155]. - On October 8, 2024, Achiever Choice Limited sold 560,000,000 shares, representing 56.0% of the company's issued share capital, making the buyer the new controlling shareholder[91]. Management and Employee Relations - The company has a well-experienced management team and emphasizes employee training and team-building activities[89]. - Directors received formal training upon appointment to understand their responsibilities under various regulations and company policies[172]. - The company encourages directors to participate in training courses to enhance their professional development[172]. - The Compensation Committee held one meeting during the year to determine the compensation for the company's directors and senior management, and to review the annual performance bonuses for directors and senior management[192]. Environmental and Social Responsibility - The company is committed to environmental sustainability and has implemented various policies to conserve resources, save energy, and reduce waste[86]. - The company did not make any charitable donations during the year, compared to HKD 10,000 in 2024[154].

Financial Performance - The company achieved a revenue of RMB 329.79 million for the fiscal year ending August 31, 2025, reflecting a slight decrease of 0.4% compared to RMB 331.14 million in 2024[7]. - Gross profit decreased to RMB 141.54 million, down 10.1% from RMB 157.53 million in the previous year, resulting in a gross margin of 42.9%[7][9]. - Net profit attributable to shareholders was RMB 76.33 million, a decline of 29.6% from RMB 108.42 million in 2024, leading to a net profit margin of 23.1%[7][9]. - Current assets decreased significantly to RMB 497.93 million from RMB 777.55 million in 2024, while current liabilities increased to RMB 264.37 million from RMB 222.09 million[8]. - Total equity rose to RMB 1.89 billion, up from RMB 1.82 billion in 2024, indicating a stable financial position despite the drop in profitability[8]. - Tuition revenue for the fiscal year was approximately RMB 301.0 million, down RMB 1.4 million or 0.5% from RMB 302.4 million in 2024, primarily due to a decrease in student enrollment[37]. - The company's cost of sales for the fiscal year was approximately RMB 188.2 million, an increase of about RMB 14.6 million or 8.4% from RMB 173.6 million in 2024, driven by higher personnel costs and maintenance expenses[38]. - Other income and gains for the group amounted to approximately RMB 12.7 million, a decrease of about RMB 6.7 million compared to the previous year[40]. - Administrative expenses for the year were approximately RMB 69.3 million, an increase of about RMB 1.9 million, primarily due to increased personnel costs and maintenance expenses[43]. - The group's profit for the year was approximately RMB 76.3 million, a decrease of about RMB 32.1 million or approximately 29.6% compared to the previous year[48]. Enrollment and Academic Performance - Total enrollment for the 2024/2025 academic year is 19,276 students, a decrease of 0.7% from 19,416 in 2023/2024[18]. - New student enrollment for the 2024/2025 academic year is 5,255, down 6.8% from 5,639 in 2023/2024[18]. - The graduation placement rate for the college's students is approximately 94.99% for the 2024/2025 academic year[17]. Strategic Initiatives - The company plans to enhance talent acquisition and training to improve educational quality and competitiveness in the market[12][13]. - Focus will be placed on strengthening research capabilities and promoting collaboration with industry to align educational offerings with market demands[13]. - The company aims to solidify employment foundations for graduates, enhancing career education systems to improve job placement rates[13]. - The college plans to expand its facilities to increase capacity and improve the teaching and living environment[24]. - The college aims to enhance its curriculum and training programs to better equip students with practical skills[24]. - The college is exploring expansion through acquisitions to enhance operational capabilities[24]. Regulatory and Compliance Issues - The college's application to operate a degree-granting institution in California was denied, but it is actively seeking new agents to resolve the issue[26]. - The company is subject to various government approvals and compliance regulations for campus construction and operations[88]. - The company has confirmed that it has fulfilled its responsibilities to maintain effective risk management and internal control systems[97]. - The company has not faced any significant adverse impacts on its overall operations due to non-compliance issues related to construction and building safety[94]. Shareholder and Governance Matters - The board emphasizes a commitment to high-quality educational development and aims to contribute significantly to societal needs[14]. - The board of directors includes experienced members with extensive backgrounds in education and finance, enhancing governance and strategic oversight[70][74][75]. - The company has established strict independent financial functions and systems that report directly to the board, ensuring no involvement from major shareholders in financial matters[140]. - The company has appointed Baker Tilly as an internal control advisor to oversee activities related to major shareholders and conduct annual independent reviews[140]. Capital and Investment Activities - Capital expenditures for the year were RMB 415.5 million, an increase from RMB 272.1 million in the previous year[55]. - The group has entered into a loan agreement for RMB 500 million for the construction of a new campus, with the tuition and accommodation fee collection rights pledged as collateral[61]. - The company raised approximately RMB 385.1 million from its IPO on July 16, 2021, with RMB 38.6 million remaining unutilized as of August 31, 2024[108]. - The total allocation of the IPO proceeds as of August 31, 2025, includes RMB 39.3 million for a teaching building, RMB 134.0 million for a library, and RMB 96.3 million for acquiring or investing in private educational institutions[111]. Risk Factors - The company faces significant competition in the Chinese education sector, which may impact its market position and financial performance[88]. - Regulatory changes regarding private higher education in China could affect the company's business operations and financial outlook[88]. - The company relies heavily on its reputation, which is critical for attracting students and maintaining enrollment numbers[88]. - The company relies on contractual arrangements to operate its education business in China, which may face significant risks due to regulatory changes[174]. Environmental and Social Responsibility - The company has adopted environmental policies and has not identified any significant environmental or social risks that could impact its operations[89]. - The group made charitable donations amounting to RMB 55,000 during the fiscal year ending August 31, 2025[197]. Future Outlook - The company is actively seeking new agents to resolve issues related to its application for a degree-granting institution in California, which was rejected on January 30, 2024[182]. - The company has submitted an application for a temporary license for a school in California, which is part of its strategy to expand its education network internationally[181].