香港聯合交易所有限公司（「聯交所」）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 資者應了解投資於此類公司的潛在風險，並應經審慎周詳考慮後方作出投資決定。 由於GEM上市的公司普遍為中小型公司，在GEM買賣的證券可能會承受較於聯交所主板買賣的證券為高的市場波動風險， 同時亦無法保證在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 對因本報告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本報告遵照聯交所GEM證券上市規則（「GEM上市規則」）的規定提供有關醫匯集團有限公司（「本公司」，連同附屬公司統稱「本 集團」）的資料。本公司各董事（「董事」）對本報告所載資料共同及個別承擔全部責任。董事在作出一切合理查詢後確認，就彼 等深知及確信，本報告所載資料在各重大方面均屬準確及完整，且無誤導或欺詐成分，亦無遺漏其他事項，致使本報告或當 中任何陳述有所誤導。 本報告將由刊登日期起計至少一連七天刊載於聯交所網站www.hk ...

[Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) This fiscal year, the company faced severe challenges, with consolidated revenue decreasing to **HKD 110 million**, gross profit significantly shrinking, and loss attributable to owners expanding to **HKD 56.68 million**, while actively pursuing a 'Film IP + AI Technology' dual-driven strategy to enhance efficiency and explore IP value Key Financial Indicators | Indicator | FY2025 (HKD Thousands) | FY2024 (HKD Thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Consolidated Revenue | 110,344 | 117,836 | -6.4% | | Gross Profit | 11,123 | 56,599 | -80.4% | | Loss Attributable to Owners of the Company | 56,682 | 21,449 | +164.3% | - The decline in gross profit and expansion of loss were primarily due to: - **Decreased channel business and film licensing revenue**: Attributed to concessions provided during platform operator contract renewals and fewer films delivered after phased contract completion - **Underperforming new content releases**: Some films and musicals released during the year did not meet expectations, resulting in losses - **Asset impairment**: Impairment provisions were made for property, plant, equipment, and right-of-use assets related to the Group's cinema business - **Property revaluation losses**: Increased revaluation losses on investment properties due to market trends[10](index=10&type=chunk) - The company established a "**Film and Audiovisual Production IP + AI Technology**" dual-driven strategy, aiming to create a new entertainment ecosystem, with AI technology applied across various stages, including script development, virtual shooting, and post-production, to enhance efficiency, reduce costs, and re-explore the potential of classic IPs[38](index=38&type=chunk)[42](index=42&type=chunk)[48](index=48&type=chunk) Financial Position (As of March 31, 2025) | Financial Item (As of March 31, 2025) | Amount (HKD Thousands) | | :--- | :--- | | Available Bank Facilities | 33,200 | | Total Bank and Other Borrowings | 127,654 | | Shareholders' Funds | 249,421 | | Gearing Ratio | 51% | [Directors' and Senior Management's Profile](index=13&type=section&id=Directors%27%20and%20Senior%20Management%27s%20Profile) This section details the backgrounds of the company's executive directors, independent non-executive directors, and senior management, highlighting the core leadership's extensive experience and the diverse expertise of independent non-executive directors in providing governance guidance - The core executive team includes: - **Mr. Li Kwok Hing**: Group founder, Chairman, and major shareholder, responsible for corporate strategy and development - **Mr. Li Tang Yuk**: Chief Executive Officer, son of the Chairman, responsible for the Group's daily operations - **Dr. Dong Ming**: Chief Operating Officer, with over 25 years of experience in investment banking, asset management, and corporate management[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) - Senior management member **Mr. Chan Lun Ho** serves as Company Secretary and Financial Controller, responsible for all Group financial and accounting matters, possessing over **30 years** of auditing and accounting experience[76](index=76&type=chunk) [Corporate Governance Report](index=18&type=section&id=Corporate%20Governance%20Report) This report confirms the company's compliance with the Corporate Governance Code during the fiscal year, detailing the board's structure, diversity policy, and the composition and work of its audit, remuneration, and nomination committees, ensuring checks and balances and transparent communication with shareholders - The company confirms compliance with the Corporate Governance Code under the Listing Rules for the fiscal year ended March 31, 2025[79](index=79&type=chunk) Board Composition (As of March 31, 2025) | Board Member Type (As of March 31, 2025) | Number | | :--- | :--- | | Executive Directors | 3 | | Independent Non-Executive Directors | 6 | | **Total** | **9** | | Male Directors | 8 | | Female Directors | 1 | - The Board has three committees to fulfill its responsibilities: - **Audit Committee**: Composed of three independent non-executive directors, responsible for reviewing financial statements, internal controls, and risk management systems - **Remuneration Committee**: Composed of three independent non-executive directors, responsible for formulating remuneration policies for directors and senior management - **Nomination Committee**: Composed of two executive directors and three independent non-executive directors, responsible for reviewing the Board's structure and nominating director candidates[109](index=109&type=chunk)[115](index=115&type=chunk)[121](index=121&type=chunk) - For FY2025, audit service fees paid to PricewaterhouseCoopers amounted to approximately **HKD 1.868 million**, with non-audit service fees of **HKD 20 thousand**[133](index=133&type=chunk) [Report of the Directors](index=31&type=section&id=Report%20of%20the%20Directors) This report outlines the company's FY2025 business activities, financial performance, and share capital changes, including the adoption of a new share option scheme, disclosure of directors' and major shareholders' equity interests, and confirmation of moderate supplier/customer concentration and sufficient public float - The Board does not recommend the payment of any dividend for the fiscal year ended March 31, 2025[178](index=178&type=chunk) - The company adopted a new share option scheme ("**2024 Share Option Scheme**") on September 27, 2024, to incentivize eligible participants, including employees, related entity participants, and service providers, who contribute to the Group[196](index=196&type=chunk)[197](index=197&type=chunk) Directors' Shareholding (As of March 31, 2025) | Director's Shareholding (As of March 31, 2025) | Number of Shares Held (Long Position) | Percentage of Issued Share Capital | | :--- | :--- | :--- | | Mr. Li Kwok Hing (Aggregate of personal, family, and corporate interests) | 3,349,248,800 | 56.54% | | Mr. Li Tang Yuk (Personal interest) | 1,940,000 | 0.03% | | Dr. Dong Ming (Personal interest) | 5,000,000 | 0.08% | FY2025 Major Supplier and Customer Concentration | FY2025 Major Supplier and Customer Concentration | Percentage | | :--- | :--- | | Purchases from Largest Single Supplier | 10% | | Total Purchases from Top Five Suppliers | 29% | | Sales to Largest Single Customer | 12% | | Total Sales to Top Five Customers | 30% | - The company confirms that as of the report date, at least **25%** of its issued shares are held by the public, complying with Listing Rules requirements[293](index=293&type=chunk) [Independent Auditor's Report](index=57&type=section&id=Independent%20Auditor%27s%20Report) PricewaterhouseCoopers issued an unmodified opinion on the consolidated financial statements for the year ended March 31, 2025, highlighting two key audit matters: impairment assessments of film and program rights and films in progress, and equipment and right-of-use assets for the Tianjin cinema business, both involving significant management judgment - PricewaterhouseCoopers issued an unmodified opinion, stating that the consolidated financial statements present a true and fair view of the Group's financial position[309](index=309&type=chunk) - The report identified two key audit matters: - **Impairment of film and program rights and films in progress**: Due to lower-than-expected box office performance for some films, management assessed film rights for impairment, recognizing an impairment of **HKD 6.206 million** - **Impairment of equipment and right-of-use assets for Tianjin cinema business**: Given the Tianjin cinema's continuous losses and failure to meet budgets in recent years, management assessed its related assets for impairment, recognizing a total impairment of **HKD 13.184 million**[319](index=319&type=chunk)[328](index=328&type=chunk)[351](index=351&type=chunk) [Consolidated Financial Statements](index=69&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Income Statement](index=70&type=section&id=Consolidated%20Income%20Statement) This fiscal year, consolidated revenue slightly decreased to **HKD 110 million**, while a significant increase in cost of sales to **HKD 99.22 million** sharply reduced gross profit to **HKD 11.12 million**, ultimately expanding loss attributable to owners to **HKD 56.68 million** and basic loss per share to **HKD 0.96 cents** Consolidated Income Statement Summary | Item (HKD Thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 110,344 | 117,836 | | Cost of Sales | (99,221) | (61,237) | | **Gross Profit** | **11,123** | **56,599** | | Operating Loss | (51,392) | (17,110) | | **Loss for the Year** | **(59,758)** | **(23,435)** | | **Loss Attributable to Owners of the Company** | **(56,682)** | **(21,449)** | | Basic and Diluted Loss Per Share (HK cents) | (0.96) | (0.36) | [Consolidated Statement of Comprehensive Income](index=71&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) Building on a loss for the year of **HKD 59.76 million**, total comprehensive loss for this fiscal year significantly increased to **HKD 61.67 million** (compared to **HKD 25.18 million** last year), primarily due to other comprehensive losses from building revaluation Consolidated Statement of Comprehensive Income Summary | Item (HKD Thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | Loss for the Year | (59,758) | (23,435) | | Other Comprehensive Loss for the Year | (1,914) | (1,748) | | **Total Comprehensive Loss for the Year** | **(61,672)** | **(25,183)** | [Consolidated Balance Sheet](index=72&type=section&id=Consolidated%20Balance%20Sheet) As of March 31, 2025, total assets decreased to **HKD 588.18 million** from **HKD 661.14 million** last year, primarily due to reduced carrying values of non-current assets like property, plant, equipment, investment properties, and film rights, while total liabilities remained stable at **HKD 334.80 million**, and total equity declined to **HKD 253.38 million** due to losses Consolidated Balance Sheet Summary | Item (HKD Thousands) | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **588,178** | **661,142** | | Non-current Assets | 489,663 | 559,481 | | Current Assets | 98,515 | 101,661 | | **Total Liabilities** | **334,799** | **346,091** | | Non-current Liabilities | 197,034 | 202,060 | | Current Liabilities | 137,765 | 144,031 | | **Total Equity** | **253,379** | **315,051** | [Consolidated Statement of Changes in Equity](index=74&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This fiscal year, total equity decreased from **HKD 315.05 million** at the beginning of the year to **HKD 253.38 million** at year-end, a reduction of **HKD 61.67 million**, primarily due to the total comprehensive loss for the year, including **HKD 56.68 million** in net loss attributable to owners and other comprehensive losses - Shareholders' funds decreased from **HKD 309 million** to **HKD 249 million**, primarily due to a net loss of **HKD 56.68 million** and other comprehensive losses of **HKD 2.44 million** recorded during the year[394](index=394&type=chunk)[395](index=395&type=chunk) [Consolidated Cash Flow Statement](index=76&type=section&id=Consolidated%20Cash%20Flow%20Statement) This fiscal year, the Group generated a net cash inflow of **HKD 45.38 million** from operating activities, a significant improvement from last year's **HKD 22.36 million**, resulting in a net increase in cash and cash equivalents of **HKD 15.53 million** at year-end, with a closing balance of **HKD 23.43 million**, despite net cash outflows from investing and financing activities Consolidated Cash Flow Statement Summary | Item (HKD Thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 45,377 | 22,355 | | Net Cash Used in Investing Activities | (19,239) | (25,032) | | Net Cash Used in Financing Activities | (10,605) | (14,400) | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | **15,533** | **(17,077)** | | Cash and Cash Equivalents at Year-End | 23,431 | 8,181 | [Notes to the Consolidated Financial Statements](index=78&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the company's accounting policies, key estimates, and financial data, focusing on business segment performance, financial risk management strategies for liquidity, credit, and market risks, and impairment tests and fair value assessments for significant assets like film rights, investment properties, and fixed assets [Note 3: Financial Risk Management](index=122&type=section&id=Note%203%3A%20Financial%20Risk%20Management) This note details the Group's primary financial risks, including market, credit, and liquidity risks, managed through diversified investments, credit approvals, and sufficient credit facilities, with the gearing ratio increasing to **51.2%** at year-end from **40.9%** last year - The Group's gearing ratio (calculated as total bank and other borrowings divided by total equity) increased from **40.9%** in FY2024 to **51.2%** in FY2025[728](index=728&type=chunk) [Note 5: Revenue and Segment Information](index=140&type=section&id=Note%205%3A%20Revenue%20and%20Segment%20Information) This fiscal year, the Group's revenue primarily came from five business segments, with film exhibition and licensing contributing the most revenue at **HKD 30.38 million** but also the largest loss at **HKD 20.76 million**, while only processing services achieved profitability FY2025 Segment Performance (HKD Thousands) | Item | Revenue | (Loss)/Profit | | :--- | :--- | :--- | | Channel Operations | 23,558 | (5,800) | | Film Exhibition and Film Rights Licensing and Sub-licensing | 30,382 | (20,759) | | Cinema Business | 21,408 | (13,342) | | Concerts and Event Organization | 29,069 | (7,285) | | Consumer Product Manufacturing and Sales Processing Services | 5,927 | 441 | | Property Investment | – | (12,000) | [Note 12: Property, Plant and Equipment](index=161&type=section&id=Note%2012%3A%20Property%2C%20Plant%20and%20Equipment) Due to the Tianjin cinema's persistent losses and underperformance, the Group recognized an impairment loss of **HKD 4.034 million** on its related property, plant, and equipment this fiscal year, alongside a revaluation loss of **HKD 1.961 million** on buildings held at fair value - Due to the underperformance of the Tianjin cinema business, the Group recognized an impairment provision of **HKD 4.034 million** for its property, plant, and equipment[852](index=852&type=chunk) [Note 14: Investment Properties](index=172&type=section&id=Note%2014%3A%20Investment%20Properties) The Group's investment property portfolio recorded a fair value revaluation loss of **HKD 16.765 million** this fiscal year, reducing its total carrying value from **HKD 194 million** at the beginning of the year to **HKD 177 million** at year-end, while generating **HKD 6.57 million** in rental income Investment Property Fair Value Changes (HKD Thousands) | Item | FY2025 | | :--- | :--- | | Fair Value at Beginning of Year | 193,901 | | Fair Value Loss on Revaluation | (16,765) | | Exchange Differences | (178) | | **Fair Value at End of Year** | **176,958** | [Note 15: Film and Program Rights, Films in Progress and Deposits for Film and Program Rights](index=177&type=section&id=Note%2015%3A%20Film%20and%20Program%20Rights%2C%20Films%20in%20Progress%20and%20Deposits%20for%20Film%20and%20Program%20Rights) The net carrying value of film and program rights significantly decreased from **HKD 97.88 million** at the beginning of the year to **HKD 66.77 million** at year-end, primarily due to **HKD 36.12 million** in amortization expenses and **HKD 6.21 million** in impairment provisions, reflecting underperforming expected revenue from some films Film and Program Rights Changes (HKD Thousands) | Item | FY2025 | | :--- | :--- | | Net Carrying Amount at Beginning of Year | 97,883 | | Additions | 10,225 | | Amortization | (36,115) | | Impairment | (6,206) | | **Net Carrying Amount at End of Year** | **66,768** | [Five Year Financial Summary](index=227&type=section&id=Five%20Year%20Financial%20Summary) This summary presents key financial data for the Group's past five fiscal years (2021-2025), showing continuous losses attributable to owners ranging from **HKD 39.23 million** to **HKD 58.25 million**, alongside a consistent downward trend in total assets and total equity Five Year Financial Summary Table | Item (HKD Thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Loss Attributable to Owners of the Company | (56,682) | (21,449) | (48,915) | (39,232) | (58,249) | | Total Assets | 588,178 | 661,142 | 688,100 | 757,196 | 780,897 | | Total Liabilities | (334,799) | (346,091) | (348,394) | (388,318) | (397,140) | | Total Equity | 253,379 | 315,051 | 339,706 | 368,878 | 383,757 | [Schedule of Principal Investment Properties](index=228&type=section&id=Schedule%20of%20Principal%20Investment%20Properties) This schedule lists the Group's principal investment properties, including commercial, industrial, and residential types located in Hong Kong and mainland China (Guangzhou, Xiamen), with the Group holding **100%** interest in most properties and **70%** in one commercial property in Xiamen - The Group's principal investment properties include commercial, industrial, and residential units located in Hong Kong, as well as commercial and residential units in Guangzhou and Xiamen, mainland China[1076](index=1076&type=chunk)[1078](index=1078&type=chunk)

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 and should make the decision to invest only after due and careful consideration. Given that the companies listed on GEM are generally small ...

WONDERFUL SKY FINANCIAL GROUP HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) Stock Code: 01260 2025 ANNUAL REPORT 年度報告 皓天財經集團控股有限公司 （於開曼群島註冊成立之有限公司） 股份代號：01260 ANNUAL 2025 2025 REPORT 年度 報告 | 財務摘要 | 2 | | --- | --- | | 公司資料 | 4 | | 主席報告 | 6 | | 本公司董事之履歷 | 13 | | 董事會報告 | 16 | | 企業管治報告 | 27 | | 環境、社會及管治報告 | 34 | | 獨立核數師報告 | 39 | | 綜合損益及其他全面收入表 | 45 | | 綜合財務狀況表 | 47 | | 綜合權益變動表 | 49 | | 綜合現金流量表 | 52 | | 綜合財務報表附註 | 55 | 財務摘要 | | 二零二一年 | 二零二二年 | 二零二三年 | 二零二四年 | 二零二五年 | | --- | --- | ...

浩柏國際（開曼）有限公司 2 2024/25 年報 3 公司資料 4 致股東函件 6 管理層討論與分析 12 企業管治報告 27 環境、社會及管治報告 56 董事履歷 58 董事會報告 72 獨立核數師報告 78 綜合損益及其他全面收益表 79 綜合財務狀況表 81 綜合權益變動表 82 綜合現金流量表 83 綜合財務報表附註 164 財務概要 2024/25 香港聯合交易所有限公司（「聯交所」）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 資者應了解投資於該等公司的潛在風險，並應經過審慎周詳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，於GEM買賣的證券可能會較於聯交所主板買賣的證券承受較大的市場波動風險， 同時無法保證於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的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不 就因本報告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本報告的資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載， ...

[Chairman's Report](index=6&type=section&id=Chairman%27s%20Report) [Summary of Chairman's Report](index=6&type=section&id=Summary%20of%20Chairman%27s%20Report) The Chairman's Report details the Group's strategic responses to FY2025 challenges, including revenue decline from economic volatility and changing consumer habits, and outlines future growth plans leveraging Greater Bay Area advantages and digital infrastructure - Facing challenges from slow economic recovery and outward consumer spending in Hong Kong, the Group implemented a series of strategies including brand expansion and operational cost control[9](index=9&type=chunk)[11](index=11&type=chunk) Annual Business Performance | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 194.6 million | HKD 208.1 million | -6% | - Looking ahead, the Group anticipates that close ties between Hong Kong and the Greater Bay Area will bring advantages in cost optimization and talent acquisition, planning to drive long-term sustainable growth through value-added services and digital infrastructure development[12](index=12&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=7&type=section&id=Business%20Review) The Group primarily operates four chain bar and restaurant brands—"Pacific Bar," "Form," "Moon Ocean," and "Pacific"—in Hong Kong and Mainland China, with 58 outlets as of March 31, 2025, and four new "Pacific Bar" branches opened this year - As of March 31, 2025, the Group operated 58 bars and restaurants in Hong Kong and Mainland China, having opened four new branches during the year[15](index=15&type=chunk) [Financial Review](index=7&type=section&id=Financial%20Review) In FY2025, the Group's total revenue decreased by 6.4% to HKD 194 million, primarily due to consumer downgrading in Hong Kong, resulting in a pre-tax loss from a prior-year profit, despite a stable gross profit margin of 73.6%, and leading to impairment losses totaling HKD 11.1 million on property, plant and equipment and right-of-use assets, while staff costs decreased by 4.8% and finance costs increased by 4.2%, with the gearing ratio significantly rising to 1,026% Operating Restaurant and Bar Performance | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 194.0 million | HKD 207.3 million | -6.4% | | Gross Profit | HKD 142.7 million | HKD 150.9 million | -5.4% | | Gross Profit Margin | 73.6% | 72.8% | +0.8pp | - Due to consumer downgrading and continuous sales decline in Hong Kong, the Group adopted a cautious approach to its bar and restaurant business, recognizing impairment losses of approximately **HKD 4.4 million** on property, plant and equipment and approximately **HKD 6.7 million** on right-of-use assets this year[24](index=24&type=chunk) Total Asset Impairment Provision | Asset Category | Impairment Provision Amount (HKD '000) | | :--- | :--- | | Property, Plant and Equipment | 4,443 | | Right-of-Use Assets | 6,680 | | **Total** | **11,123** | Liquidity and Capital Structure | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | HKD 2.0 million | HKD 2.1 million | | Bank Borrowings | HKD 54.5 million | HKD 51.7 million | | Gearing Ratio | 1,026% | 458% | [Outlook](index=13&type=section&id=Outlook) Looking ahead, the Group will continue to focus on its core bar business, leveraging its four existing brands to target the mass market and further expand its market share in Hong Kong, with management confident in the business outlook and planning continued network expansion in the coming year - The Group plans to maintain its existing brand strategy, focusing on the mass market, and intends to further expand its business network in the coming year[51](index=51&type=chunk) [Biographies of Directors and Senior Management](index=14&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) [Summary of Biographies of Directors and Senior Management](index=14&type=section&id=Summary%20of%20Biographies%20of%20Directors%20and%20Senior%20Management) This section details the personal resumes, professional backgrounds, and industry experience of the company's executive directors, non-executive directors, independent non-executive directors, and senior management, noting the family relationships among board members, such as Executive Director Ms. Chan Ching being the aunt of Non-Executive Director Ms. Chan Tsz Kiu and Executive Director Ms. Chan Tsz Tung, who are sisters - Ms. Chan Ching was appointed Chairman of the Board and Chief Executive Officer on January 28, 2025[52](index=52&type=chunk) - Significant family relationships exist among board members: Ms. Chan Ching (Chairman and CEO) is the aunt of Ms. Chan Tsz Tung (Executive Director) and Ms. Chan Tsz Kiu (Non-Executive Director), who are sisters[53](index=53&type=chunk)[55](index=55&type=chunk) [Corporate Governance Report](index=17&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=17&type=section&id=Corporate%20Governance%20Practices) During the reporting period, the company complied with all applicable code provisions of the GEM Listing Rules' Corporate Governance Code, with one deviation: the roles of Chairman and Chief Executive Officer are not segregated, both held by Ms. Chan Ching, which the Board believes ensures leadership consistency and effective strategy implementation, and will continue to review its effectiveness - The company deviated from the Corporate Governance Code's provision requiring separation of Chairman and Chief Executive Officer roles, with Ms. Chan Ching currently holding both positions, which the Board believes helps ensure leadership consistency and efficient strategy execution[66](index=66&type=chunk) [Board and Committees](index=17&type=section&id=Board%20and%20Committees) The Board comprises six directors, including three independent non-executive directors, accounting for 50% and meeting independence requirements, with Audit, Remuneration, and Nomination Committees established under the Board, all chaired by independent non-executive directors, who held multiple meetings during the reporting period to fulfill responsibilities such as reviewing financial statements, assessing remuneration, evaluating director independence, and nominating the new Chairman, while the company also adopted a Board Diversity Policy, achieving 50% female director representation - The Board comprises six directors, including three independent non-executive directors, accounting for **50%**, exceeding the GEM Listing Rules' requirements[69](index=69&type=chunk) - The company adopted a Board Diversity Policy, with female directors accounting for **50%** (three out of six directors) as of March 31, 2025, a relatively high level[95](index=95&type=chunk) - The Audit Committee reviewed the annual financial statements and made recommendations to the Board regarding the appointment of auditors and internal controls[98](index=98&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - The Nomination Committee reviewed the Board's composition this year and recommended the appointment of Ms. Chan Ching as the new Chairman[93](index=93&type=chunk) [Internal Control and Risk Management](index=28&type=section&id=Internal%20Control%20and%20Risk%20Management) The Board bears ultimate responsibility for the Group's risk management and internal control systems, regularly reviewing their effectiveness, with the Audit Committee assisting in overseeing system implementation and having jointly reviewed relevant systems with an independent internal audit service provider this year, finding no significant issues, and the Group has engaged an independent professional consultant for annual review of risk management and internal control systems, which the Board is satisfied adequately meet business needs - The Board is fully responsible for risk management and internal control systems, having engaged an independent professional consultant for annual review, and the Audit Committee also conducted a review, finding no material issues[108](index=108&type=chunk) [Directors' Responsibilities for Financial Statements](index=28&type=section&id=Directors%27%20Responsibilities%20for%20Financial%20Statements) The Directors acknowledge their responsibility for preparing the financial statements, noting that as of March 31, 2025, the Group's current liabilities exceeded current assets by HKD 96.642 million and a bank borrowing covenant of HKD 41.75 million was breached; despite the independent auditor's emphasis of a "material uncertainty related to going concern" in their report, the Directors consider the going concern basis appropriate given plans to improve liquidity and financial support from the major shareholder - As of March 31, 2025, the Group's current liabilities exceeded current assets by **HKD 96.642 million**, and a bank borrowing covenant amounting to **HKD 41.75 million** was breached[106](index=106&type=chunk) - Despite significant uncertainties that may cast substantial doubt on the ability to continue as a going concern, the Directors believe that preparing the financial statements on a going concern basis is appropriate, based on a series of improvement measures and shareholder support[106](index=106&type=chunk)[107](index=107&type=chunk) [Directors' Report](index=31&type=section&id=Directors%27%20Report) [Key Risks and Uncertainties](index=31&type=section&id=Key%20Risks%20and%20Uncertainties) The Board identified several key risks that could significantly impact the Group's operations, including the inability to obtain or renew critical licenses (such as liquor licenses), failure to renew property leases on favorable terms, reliance on key suppliers, rising alcohol and labor costs, and dependence on key employees - The Group's primary operational risks include license renewal, lease negotiations, supplier reliance, rising costs, and loss of key personnel[124](index=124&type=chunk) [Results and Dividends](index=32&type=section&id=Results%20and%20Dividends) The Group's performance for the current year is detailed in the consolidated statement of profit or loss, and the Board has resolved not to recommend any final dividend for the year, consistent with the previous year - The Board resolved not to recommend a final dividend for the financial year ended March 31, 2025[127](index=127&type=chunk) [Disclosure of Interests](index=34&type=section&id=Disclosure%20of%20Interests) As of March 31, 2025, Moment to Moment Company Limited held approximately 49.62% of the company's shares, serving as the major controlling shareholder, a company wholly owned by Harneys Trustees Limited as trustee of the Pacific Bar Trust, with Ms. Chan Tsz Kiu, Ms. Chan Tsz Tung, Ms. Chan Ching, and Ms. Tse deemed to have interests in these shares due to their roles (beneficiaries or protectors) in the trust Directors' and Major Shareholders' Interests in Shares | Name/Entity | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Moment to Moment | Beneficial Owner | 431,543,700 | 49.62% | | Harneys | Trustee | 431,543,700 | 49.62% | | Ms. Chan Tsz Kiu | Trust Beneficiary | 431,543,700 | 49.62% | | Ms. Chan Tsz Tung | Trust Beneficiary | 431,543,700 | 49.62% | | Ms. Chan Ching | Interest in Controlled Corporation | 431,543,700 | 49.62% | [Share Scheme](index=37&type=section&id=Share%20Scheme) The company adopted a new share scheme on September 29, 2023, to incentivize directors and eligible employees, with an authorized limit of 10% of the issued shares on the adoption date, under which 28,896,000 share awards were granted to three directors on September 29, 2023, with 9,632,000 shares vested during the current fiscal year and 19,264,000 shares remaining unvested Share Award Movement (As of March 31, 2025) | Grantee Name | Position | Unvested at Beginning of Period | Vested During the Year | Unvested at End of Period | | :--- | :--- | :--- | :--- | :--- | | Ms. Chan Ching | Executive Director | 9,632,000 | (3,210,666) | 6,421,334 | | Ms. Chan Tsz Tung | Executive Director | 9,632,000 | (3,210,667) | 6,421,333 | | Ms. Chan Tsz Kiu | Non-Executive Director | 9,632,000 | (3,210,667) | 6,421,333 | | **Total** | | **28,896,000** | **(9,632,000)** | **19,264,000** | [Specific Performance Obligations of Controlling Shareholder](index=43&type=section&id=Specific%20Performance%20Obligations%20of%20Controlling%20Shareholder) The Group's existing bank financing includes specific performance obligations requiring controlling shareholder Ms. Chan Tsz Kiu to maintain her status as the sole major shareholder, Ms. Chan Ching to continue as CEO and actively participate in management, and the company's tangible net worth to be maintained at a minimum of HKD 30 million at all times - Existing bank financing includes specific performance clauses requiring the controlling shareholder to maintain their shareholder status, key management stability, and the company's tangible net worth to be no less than **HKD 30 million**[178](index=178&type=chunk) [Environmental, Social and Governance Report](index=46&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [Environmental Performance](index=53&type=section&id=Environmental%20Performance) In terms of environmental performance, the Group is committed to reducing its operational impact, with total greenhouse gas emissions of approximately 1,518 tons in FY2024/25, a 5% year-on-year decrease and a significant 10% reduction in emission intensity, while total electricity consumption remained stable with an 8% decrease in per-location density, gas consumption significantly decreased by 27%, and water consumption decreased by 13% year-on-year, demonstrating the Group's ongoing environmental responsibility through green office practices, energy-saving measures, and waste management Greenhouse Gas Emissions | Metric | FY2024/25 | FY2023/24 | YoY Change | | :--- | :--- | :--- | :--- | | Total GHG Emissions | Approx. 1,518 tons | Approx. 1,604 tons | -5% | | GHG Emission Intensity | Approx. 26 tons/location | Approx. 29 tons/location | -10% | Resource Usage | Metric | FY2024/25 | FY2023/24 | YoY Change | | :--- | :--- | :--- | :--- | | Total Electricity Consumption | Approx. 3,542 MWh | Approx. 3,562 MWh | Stable | | Total Gas Consumption | Approx. 450,000 MJ | Approx. 613,000 MJ | -27% | | Total Water Consumption | Approx. 26,316 cubic meters | Approx. 30,091 cubic meters | -13% | [Social Performance](index=59&type=section&id=Social%20Performance) Regarding social responsibility, the Group prioritizes employee well-being, health and safety, and community contributions, with the workforce increasing to 622 persons by year-end, 60% of whom are female, strictly adhering to labor laws, providing equal opportunities, and maintaining an average monthly turnover rate of 6.6%, while reporting 5 work-related injuries, offering onboarding and in-service training, rigorously managing the supply chain, maintaining an anti-corruption whistleblowing policy with no concluded corruption lawsuits during the year, and engaging in community investment through entrepreneurship programs and charitable services Employee Profile (As of March 31, 2025) | Category | Data | | :--- | :--- | | Total Employees | 622 persons (2024: 564 persons) | | Gender Ratio (Male:Female) | 40% : 60% | | Average Monthly Turnover Rate | 6.6% (2024: 4.7%) | - This fiscal year, **5 cases** of work-related injuries were reported, resulting in approximately **1,700 workdays** lost, with no work-related fatalities[243](index=243&type=chunk) - The Group strictly adheres to anti-corruption regulations, with no concluded corruption lawsuits against the Group or its employees during the year[262](index=262&type=chunk) - The Group continues to promote community investment, including an entrepreneurship program to help aspiring business owners open stores, and organized employee participation in charitable services, totaling approximately **600 hours**[264](index=264&type=chunk) [Independent Auditor's Report](index=68&type=section&id=Independent%20Auditor%27s%20Report) [Summary of Independent Auditor's Report](index=68&type=section&id=Summary%20of%20Independent%20Auditor%27s%20Report) Independent auditor BDO Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, deeming them to present a true and fair view of the Group's financial position and performance, but included an emphasis of matter paragraph on "material uncertainty related to going concern," highlighting that the Group's current liabilities exceeded current assets and a bank borrowing covenant was breached, which may cast significant doubt on the Group's ability to continue as a going concern, and also listed the impairment assessment of property, plant and equipment and right-of-use assets as a key audit matter - The auditor issued an unmodified opinion but specifically drew attention to a "material uncertainty related to going concern"[265](index=265&type=chunk)[267](index=267&type=chunk) - The material uncertainty primarily stems from the Group's current liabilities exceeding current assets by **HKD 96.642 million** as of March 31, 2025, and the breach of a bank borrowing covenant amounting to **HKD 41.75 million**[267](index=267&type=chunk) - A key audit matter was the "impairment of property, plant and equipment and right-of-use assets," as determining their recoverable amounts involves significant management judgment and estimation uncertainty[269](index=269&type=chunk) [Consolidated Financial Statements](index=73&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=73&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue was HKD 194.6 million, a 6.5% decrease from HKD 208.1 million in the previous year, resulting in a pre-tax loss of HKD 18.234 million, compared to a pre-tax profit of HKD 0.623 million in the prior year, due to significant asset impairment losses and fair value losses on investment properties, leading to a net loss of HKD 18.047 million, versus a net profit of HKD 0.791 million in the previous year Annual Performance Summary | Metric (HKD '000) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 194,640 | 208,085 | | (Loss)/Profit Before Income Tax | (18,234) | 623 | | (Loss)/Profit for the Year | (18,047) | 791 | | (Loss)/Profit Attributable to Owners of the Company | (17,777) | 604 | [Consolidated Statement of Financial Position](index=74&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HKD 156.1 million, a 15% decrease from HKD 183.8 million in the previous year, while total liabilities were HKD 143.9 million, slightly lower than HKD 154.5 million in the previous year, and net assets significantly decreased by 58% to HKD 12.234 million, with net current liabilities expanding from HKD 94.924 million to HKD 96.642 million Financial Position Summary | Metric (HKD '000) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 139,745 | 167,439 | | Current Assets | 16,354 | 16,399 | | **Total Assets** | **156,099** | **183,838** | | Current Liabilities | 112,996 | 111,323 | | Non-current Liabilities | 30,869 | 43,153 | | **Total Liabilities** | **143,865** | **154,476** | | **Net Assets** | **12,234** | **29,362** | [Consolidated Statement of Cash Flows](index=77&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2025, the Group generated net cash from operating activities of HKD 49.585 million, a decrease from HKD 57.649 million in the previous year, with net cash outflow from investing activities of HKD 9.122 million primarily for purchasing property, plant and equipment, and net cash outflow from financing activities of HKD 38.893 million mainly for repaying bank borrowings and lease liabilities, resulting in cash and cash equivalents of HKD 0.752 million at year-end Cash Flow Summary | Metric (HKD '000) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 49,585 | 57,649 | | Net Cash Used in Investing Activities | (9,122) | (11,831) | | Net Cash Used in Financing Activities | (38,893) | (45,804) | | Cash and Cash Equivalents at Year-End | 752 | (869) | [Notes to the Consolidated Financial Statements](index=79&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Note 3.2: Going Concern Assumption](index=83&type=section&id=Note%203.2%3A%20Going%20Concern%20Assumption) This note details the management's basis for adopting the going concern assumption despite the Group's current liabilities exceeding current assets by HKD 96.642 million and a bank borrowing covenant of HKD 41.75 million being breached, outlining management's plans including communication with banks for rectification by June 19, 2026, potential asset sales, application for additional SME financing, and financial support commitments from the major shareholder, based on which the Directors believe the Group has sufficient working capital - To address liquidity pressure and default issues, management has formulated multiple measures, including reaching agreements with banks, preparing asset sale plans, and securing financial support commitments from the major shareholder[299](index=299&type=chunk)[301](index=301&type=chunk) [Note 21: Bank Borrowings](index=128&type=section&id=Note%2021%3A%20Bank%20Borrowings) As of March 31, 2025, the Group's total bank borrowings amounted to HKD 54.503 million, with the note disclosing that the Group failed to comply with certain bank financing covenants requiring tangible net worth to be maintained above HKD 30 million, involving total defaulted bank borrowings of HKD 41.75 million at the reporting period end, for which the relevant bank subsequently agreed to grant the Group a grace period until June 19, 2026, or earlier to rectify the non-compliance - The Group failed to comply with bank financing covenants requiring tangible net worth to be no less than **HKD 30 million**, with total defaulted borrowings amounting to **HKD 41.75 million**[447](index=447&type=chunk) - Subsequent to the reporting period, the bank agreed to grant a grace period, requiring the Group to rectify the default by June 19, 2026, or earlier[448](index=448&type=chunk) [Note 25: Impairment Assessment of Property, Plant and Equipment and Right-of-Use Assets](index=131&type=section&id=Note%2025%3A%20Impairment%20Assessment%20of%20Property%2C%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) Due to underperforming bar and restaurant operations, management conducted an impairment assessment of property, plant and equipment and right-of-use assets, based on value-in-use calculations using cash flow forecasts from management-approved financial budgets and a pre-tax discount rate of 11.7%, which revealed that the recoverable amounts of certain cash-generating units were below their carrying values, leading to the recognition of impairment losses of HKD 4.443 million for property, plant and equipment and HKD 6.68 million for right-of-use assets, respectively - Based on underperforming store operations, the Group recognized total asset impairment losses of **HKD 11.123 million**[456](index=456&type=chunk)[457](index=457&type=chunk) - Key assumptions in the impairment test included cash flow forecasts based on financial budgets and a pre-tax discount rate of **11.7%**[456](index=456&type=chunk) [Five-Year Financial Summary](index=145&type=section&id=Five-Year%20Financial%20Summary) [Summary of Five-Year Financial Summary](index=145&type=section&id=Summary%20of%20Five-Year%20Financial%20Summary) The Five-Year Financial Summary presents the Group's key performance and financial position from FY2021 to FY2025, showing that revenue significantly recovered in FY2023 and FY2024 but declined in FY2025, while profitability saw the Group return to profit in FY2023 after two years of losses, only to record a substantial loss again in FY2025, and net assets significantly decreased to a five-year low in FY2025 Five-Year Performance Trends (HKD '000) | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 57,839 | 95,733 | 174,933 | 208,085 | 194,640 | | Profit (Loss) for the Year | (38,445) | (10,450) | 10,910 | 791 | (18,047) | | Total Assets | 160,925 | 196,039 | 204,263 | 183,838 | 156,099 | | Total Liabilities | (133,524) | (179,088) | (176,402) | (154,476) | (143,865) | | Total Equity | 27,401 | 16,951 | 27,861 | 29,362 | 12,234 |

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不會就本公佈全部或任何部分內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：8366） 截至二零二五年四月三十日止年度之 年度業績公佈 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為相比起其他在聯交所上市的公司帶有較高投資風險的小型及中型公司 提供一個上市的市場。有意投資者應瞭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上市公司一般為小型及中型公司，在GEM買賣的證券可能會較於聯交所主板 買賣的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。 本公佈乃遵照GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關浙江聯合投 資控股集團有限公司（「本公司」）的資料，而本公司董事（「董事」）願就本公佈共同及個別 承擔全部責任。董事在作出一切合理查詢後確認，就其所深知及確信，本公佈所載資料 在各重要方面均屬準確完整，並無誤導或欺詐成分，且本公佈並無 ...

(Stock Code 股份代號 : 00474) (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） 2024/25 ANNUAL REPORT 年報 Annual Report 2024/25 年報 Contents 目 錄 2 Corporate Information 公司資料 4 Director's Statement 董事報告書 6 Management Discussion and Analysis 管理層討論及分析 32 Biographical Details of Directors and Senior Management 董事及高級管理層履歷詳情 35 Corporate Governance Report 企業管治報告 53 Report of Directors 董事會報告 72 Independent Auditor's Report 獨立核數師報告 76 Consolidated Statement of Profit or Loss and Other Comprehen ...

[Company Overview](index=4&type=section&id=Company%20Information) This section outlines the company's fundamental information, including board and committee members, key addresses, and auditor details, noting personnel changes during the reporting period [Company Information](index=4&type=section&id=Company%20Information) This section outlines the company's fundamental information, including board and committee members, key addresses, and auditor details, noting personnel changes during the reporting period - Mr. Xu Qiang serves as the Chairman, Chief Executive Officer, and Executive Director of the company[5](index=5&type=chunk) - The company's independent auditor is Evergreen (Hong Kong) Certified Public Accountants Limited[7](index=7&type=chunk) - During and after the reporting period, there were personnel changes among executive directors, authorized representatives, and the company secretary[5](index=5&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Group achieved a profit turnaround this year, driven by one-off gains from subsidiary dissolution and debt restructuring, while expanding its catering business and facing macroeconomic challenges in financial services [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Group achieved a profit turnaround this year, driven by one-off gains from subsidiary dissolution and debt restructuring, while expanding its catering business and facing macroeconomic challenges in financial services | Indicator | Year Ended March 31, 2025 | Year Ended March 31, 2024 | | :--- | :--- | :--- | | Total Revenue | Approx. **7.4 million HKD** | Approx. **16.1 million HKD** | | Profit/(Loss) Attributable to Owners of the Company | Profit of approx. **49.7 million HKD** | Loss of approx. **19.5 million HKD** | - Annual profit primarily resulted from a gain of approximately **26.8 million HKD** from the dissolution of a subsidiary and approximately **35.2 million HKD** from debt restructuring[9](index=9&type=chunk) - The Group's principal businesses include catering supply and financial institution cooperation services; with the receding impact of the pandemic, the company opened a new Chinese restaurant and plans to expand into mainland China and Asian markets[10](index=10&type=chunk) - Food ingredient sales (frozen meat) generated approximately **6.0 million HKD** in revenue this year, and the Group will continue to seek long-term partnerships to maintain stable income[10](index=10&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's operational and financial performance, liquidity, and future outlook, highlighting key drivers and risks [Business Review](index=8&type=section&id=Business%20Review) The Group focused on catering supply and financial institution cooperation services this year, with catering expanding through new ventures and frozen meat sales, while financial services were significantly impacted by a sluggish macroeconomic environment - Catering supply services: Frozen meat sales business has consistently generated stable revenue since its launch in November 2022, with approximately **6.0 million HKD** in revenue this year; additionally, a new Chinese restaurant began trial operations in February 2025, receiving enthusiastic market response[15](index=15&type=chunk) - Financial institution cooperation services: Affected by the sluggish macroeconomic environment in China and globally, no new loans were facilitated this year, resulting in revenue of approximately **0.9 million HKD**[16](index=16&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) The Group's total revenue decreased to **7.4 million HKD** this year, but it achieved a **49.7 million HKD** annual profit, turning losses into gains, primarily due to significant one-off gains from subsidiary dissolution and debt restructuring, alongside changes in expenses | Business Segment | 2025 Revenue (thousand HKD) | % of Total Revenue | 2024 Revenue (thousand HKD) | % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Catering Supply Services | **6,511** | **88.1%** | **11,992** | **74.5%** | | Provision of Financial Institution Cooperation Services | **883** | **11.9%** | **4,094** | **25.5%** | | **Total** | **7,394** | **100.0%** | **16,086** | **100.0%** | - Catering supply services revenue decreased by **45.8%** year-on-year, primarily due to market sluggishness caused by the COVID-19 pandemic[21](index=21&type=chunk) - Revenue from financial institution cooperation services significantly decreased, mainly due to an unfavorable macroeconomic environment in China, with no new loans facilitated during the year[22](index=22&type=chunk) - This year, a debt restructuring gain of approximately **35.2 million HKD** was recorded, primarily from the extension of interest-free advances and loans from related parties and former directors[26](index=26&type=chunk) - This year, other net income of approximately **27.0 million HKD** was recorded, mainly due to the dissolution of a subsidiary with net liabilities of approximately **26.8 million HKD**[28](index=28&type=chunk) - Profit attributable to owners of the company was approximately **49.7 million HKD**, compared to a loss of **19.5 million HKD** in the prior year, successfully turning losses into profits, primarily from gains on dissolution of a subsidiary and debt restructuring[31](index=31&type=chunk) [Liquidity and Financial Resources](index=11&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's liquidity remained tight with negative working capital of **23.5 million HKD**, but showed improvement from the prior year, and the gearing ratio significantly decreased to **209.1%**, indicating eased financial leverage | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Assets | Approx. **128.0 million HKD** | Approx. **122.2 million HKD** | | Cash and Cash Equivalents | Approx. **171 thousand HKD** | Approx. **1.3 million HKD** | | Working Capital | Approx. **negative 23.5 million HKD** | Approx. **negative 91.0 million HKD** | | Current Ratio | **0.63** | **0.31** | | Gearing Ratio | Approx. **209.1%** | Approx. **792.5%** | [Outlook and Risks](index=11&type=section&id=Outlook) The Group is optimistic about its catering business, supported by tourism recovery and a new restaurant, and will continue frozen meat sales for stable income, while managing key risks including market, credit, liquidity, and compliance - Outlook: The Group is optimistic about the recovery of its catering business, having opened a new Chinese restaurant in Hong Kong, and will continue to invest in the frozen meat sales business to drive sustainable growth[35](index=35&type=chunk) - Key Risks: The Group faces principal risks and uncertainties including market risk, credit risk, liquidity risk, and compliance risk[36](index=36&type=chunk) - Dividends: The Board resolved not to recommend the payment of any final dividend for the year ended March 31, 2025[40](index=40&type=chunk) - Post-reporting period events: The company agreed to appoint a placing agent to place up to **13,650,000** shares and changed its principal place of business and head office in Hong Kong[47](index=47&type=chunk) [Biographical Details of Directors](index=14&type=section&id=Biographical%20Details%20of%20Directors) This section details the personal backgrounds and professional experience of the company's executive and independent non-executive directors, highlighting Mr. Xu Qiang's financial expertise, Ms. Wu Liyu's food industry experience, and the independent non-executive directors' diverse professional backgrounds [Biographical Details of Directors](index=14&type=section&id=Biographical%20Details%20of%20Directors) This section details the personal backgrounds and professional experience of the company's executive and independent non-executive directors, highlighting Mr. Xu Qiang's financial expertise, Ms. Wu Liyu's food industry experience, and the independent non-executive directors' diverse professional backgrounds - Executive Director Mr. Xu Qiang, **41** years old, serves as Chairman and Chief Executive Officer, graduated from Zhongnan University of Economics and Law, and possesses extensive experience in asset management, risk management, and private equity[48](index=48&type=chunk) - Executive Director Ms. Wu Liyu, **39** years old, has extensive experience in the food industry and production management, familiar with export health registration and production license applications[49](index=49&type=chunk) - Independent Non-executive Directors Mr. Xu Hongqun, Mr. Bian Hongjiang, and Mr. Chen Wenrui possess professional backgrounds in company secretarial, financial management, and investment banking fields, respectively[50](index=50&type=chunk)[51](index=51&type=chunk) [Corporate Governance Report](index=15&type=section&id=Corporate%20Governance%20Report) This report details the company's adherence to corporate governance principles, including board structure, committee functions, risk management, and shareholder communication practices [Corporate Governance Practices and Structure](index=15&type=section&id=Corporate%20Governance%20Practices) The Board maintains high corporate governance standards, adhering to GEM Listing Rules with one deviation where the Chairman and CEO roles are combined, which the Board believes provides strong leadership, supported by established Audit, Remuneration, and Nomination Committees - The company complied with all applicable code provisions in the Corporate Governance Code during the reporting year, except for a deviation from code provision C.2.1[55](index=55&type=chunk) - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Xu Qiang, which the Board believes provides strong and consistent leadership, and the current structure does not undermine the balance of power[62](index=62&type=chunk) - The corporate governance structure includes the Audit Committee, Remuneration Committee, and Nomination Committee under the Board, each with clear terms of reference[56](index=56&type=chunk) [Board of Directors](index=16&type=section&id=Board%20of%20Directors) The Board comprises five directors, including two executive and three independent non-executive members, with attendance records detailed, and the company has adopted a board diversity policy, considering its current composition sufficiently diverse in gender, professional background, and skills | Director | Board Meetings | Audit Committee Meetings | Remuneration Committee Meetings | Nomination Committee Meetings | | :--- | :--- | :--- | :--- | :--- | | Mr. Xu Qiang | 9/9 | N/A | 1/1 | 1/1 | | Ms. Wu Liyu | 9/9 | N/A | N/A | N/A | | Mr. Xu Hongqun | 9/9 | 2/2 | 1/1 | 1/1 | | Mr. Bian Hongjiang | 9/9 | 2/2 | 1/1 | 1/1 | | Mr. Chen Wenrui | 9/9 | 2/2 | 1/1 | 1/1 | - The company has three independent non-executive directors, meeting GEM Listing Rules requirements, and all have confirmed their independence[60](index=60&type=chunk) - The company has adopted a board diversity policy and considers the current board composition, including one female director, to be sufficiently diverse; as of the reporting date, approximately **20%** of the company's directors and **28.6%** of its employees are female[66](index=66&type=chunk)[69](index=69&type=chunk) [Board Committees](index=20&type=section&id=Board%20Committees) This section details the composition and responsibilities of the Remuneration, Nomination, and Audit Committees, which respectively oversee executive compensation, director nominations, and financial reporting, internal controls, and risk management, including communication with the independent auditor - The Remuneration Committee comprises one executive director and three independent non-executive directors, responsible for recommending remuneration policies and terms to the Board[73](index=73&type=chunk)[75](index=75&type=chunk) - The Nomination Committee consists of two executive directors and three independent non-executive directors, responsible for reviewing the Board's composition and nominating directors[77](index=77&type=chunk)[78](index=78&type=chunk) - The Audit Committee comprises three independent non-executive directors, with Chairman Mr. Xu Hongqun possessing appropriate professional qualifications; during the year, the committee reviewed annual and interim results and approved the terms of appointment and remuneration of the independent auditor[79](index=79&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) [Risk Management and Internal Control](index=22&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board oversees the Group's risk management and internal control systems, employing a three-tier approach without an internal audit department, which is deemed effective and adequate given the company's current scale - The Group employs a three-tier risk management approach but has not established an internal audit department; the Board will periodically review the need for such a function[83](index=83&type=chunk) - The Board has discussed and reviewed the Group's risk management and internal control systems and considers them effective and adequate[84](index=84&type=chunk) | Service Type | Fees Paid/Payable (thousand HKD) | | :--- | :--- | | Audit Services | **1,000** | | Non-audit Services | – | | **Total** | **1,000** | [Shareholder Rights and Communication](index=25&type=section&id=Shareholder%20Rights) The company has established policies for dividends, whistleblowing, anti-corruption, and shareholder communication to protect shareholder rights and enhance engagement, detailing procedures for shareholder meetings and nominations, and utilizing various communication channels - The company has adopted a dividend policy, but the declaration of dividends is at the sole discretion of the Board and is not guaranteed[94](index=94&type=chunk)[97](index=97&type=chunk) - The company has established whistleblowing and anti-corruption policies, maintaining a zero-tolerance stance on corruption, bribery, and similar acts[98](index=98&type=chunk)[99](index=99&type=chunk) - The report clarifies shareholders' right to convene extraordinary general meetings: shareholders holding not less than one-tenth of the paid-up share capital may submit a written request[107](index=107&type=chunk) - Shareholders may submit written inquiries to the Board via email at cosec@lifeconcepts.hk or by post[110](index=110&type=chunk) [Directors' Report](index=30&type=section&id=Directors'%20Report) This report provides an overview of the Group's annual performance, business activities, share capital changes, and key personnel information for the year ended March 31, 2025 [Business and Performance](index=30&type=section&id=Principal%20Businesses) This report outlines the Group's annual performance for the year ended March 31, 2025, focusing on its catering supply and financial institution cooperation services, with detailed results in the financial statements and no final dividend recommended by the Board - The company is an investment holding company, and its subsidiaries are principally engaged in (i) catering supply business and (ii) provision of financial institution cooperation services[114](index=114&type=chunk) - The Board resolved not to recommend the payment of any final dividend for the year ended March 31, 2025[125](index=125&type=chunk) [Share Capital and Placing](index=31&type=section&id=Share%20Capital) During the year, the company completed a share placing of **370 million** shares, raising **5.1 million HKD** for debt repayment and working capital, followed by a **1-for-20** share consolidation in September 2024 - On August 2, 2024, the placing of **370,000,000** shares was completed, with net proceeds of approximately **5.1 million HKD**[138](index=138&type=chunk) | Use of Proceeds | Planned Net Amount (million HKD) | Actual Utilized Net Amount (million HKD) | Unutilized Net Amount (million HKD) | | :--- | :--- | :--- | :--- | | Repayment of Group Debts | **4.0** | **4.0** | – | | Replenishment of Group Working Capital | **1.1** | **1.1** | – | | **Total** | **5.1** | **5.1** | **–** | - On September 3, 2024, the company completed a share consolidation of **one** share for every **twenty** shares[140](index=140&type=chunk) [Directors' and Shareholders' Interests](index=34&type=section&id=Directors'%20and%20Chief%20Executives'%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20and%20its%20Associated%20Corporations) As of March 31, 2025, no directors, chief executives, or substantial shareholders held disclosable share interests or short positions under the SFO, nor did they engage in any competing businesses with the Group - As of March 31, 2025, no directors, chief executives, or substantial shareholders had any interests or short positions in the shares of the company disclosable under Part XV of the Securities and Futures Ordinance[141](index=141&type=chunk)[142](index=142&type=chunk) - No directors or substantial shareholders engaged in any business that competes with the Group's business[143](index=143&type=chunk) [Major Customers, Suppliers and Share Option Scheme](index=35&type=section&id=Major%20Customers%20and%20Suppliers) This year, the Group's procurement was highly concentrated, with the largest supplier accounting for **90%** of total purchases, and employee count halved to **14**; no share options have been granted since listing, and several director and senior management changes occurred during and after the reporting period | Supplier | % of Total Purchases | | :--- | :--- | | Largest Supplier | **90%** | | Top Five Suppliers Total | **94%** | - As of March 31, 2025, the Group's total number of employees was **14** persons, a significant decrease from **28** persons last year[148](index=148&type=chunk)[41](index=41&type=chunk) - Since its listing, the company has never granted any share options under its share option scheme, thus there were no outstanding share options at the end of the reporting period[165](index=165&type=chunk) - The independent auditor changed from PricewaterhouseCoopers to Evergreen (Hong Kong) Certified Public Accountants Limited, effective April 3, 2023[167](index=167&type=chunk) [Environmental, Social and Governance (ESG) Report](index=41&type=section&id=Environmental,%20Social%20and%20Governance%20Report) This report details the Group's commitment and performance across environmental, social, and governance aspects, adhering to relevant guidelines and addressing key material issues [Reporting Framework and Governance](index=41&type=section&id=Reporting%20Standards) This ESG report adheres to the HKEX ESG Reporting Guide, covering the year ended March 31, 2025, with the Board overseeing ESG strategy and performance, identifying occupational health and safety, service responsibility, and anti-corruption as key material issues - This report has complied with the 'Environmental, Social and Governance Reporting Guide' in Appendix C2 of the GEM Listing Rules of the Stock Exchange[175](index=175&type=chunk) - The Board is responsible for overseeing ESG-related matters and reviews them at least once annually; the Audit Committee is authorized to implement sustainability strategies[179](index=179&type=chunk) - Through materiality assessment, the Group identified the most material ESG issues as: occupational health and safety, development and training, service responsibility and quality management, anti-corruption, and supply chain management[181](index=181&type=chunk)[185](index=185&type=chunk) [Environmental Performance](index=43&type=section&id=Environmental%20Performance) This year, the Group's environmental indicators, including greenhouse gas emissions, energy, and water usage, significantly decreased due to restaurant sales and limited new restaurant operations, with the Group progressing well towards its 2026 reduction targets | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions (Scope 1&2) | tonnes of CO2 equivalent | **9.7** | **283.6** | | Total Energy Consumption | kWh | **16,137.0** | **412,123.1** | | Water Usage | cubic meters | **244.1** | **7,620.0** | - The significant decrease in environmental indicator data is primarily due to the sale of restaurants in 2024 and limited operating time of new restaurants in 2025[188](index=188&type=chunk)[193](index=193&type=chunk)[195](index=195&type=chunk) - The Group has set targets to reduce greenhouse gas emissions, electricity consumption, and water consumption by **3%** by 2026, using 2024 as the baseline[188](index=188&type=chunk)[193](index=193&type=chunk)[195](index=195&type=chunk) - Regarding climate change risks, the Group identified physical risks such as typhoons and transition risks like tightening regulations, and has formulated response measures[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk) [Social Performance](index=48&type=section&id=Social%20Performance) The Group prioritizes good employment practices, employee health, and development, despite a halved workforce and high turnover, strictly adhering to labor standards; operationally, it emphasizes supply chain management, service quality, customer privacy, and anti-corruption, with reported compliance | Employee Statistics (March 31, 2025) | Value | | :--- | :--- | | Total Employees | **14** persons | | By Geographical Location (Hong Kong/Mainland China) | **6** / **8** persons | | By Gender (Male/Female) | **10** / **4** persons | | Annual Turnover Rate | Approx. **114%** | - Health and Safety: During the reporting period, **0** lost workdays due to work-related injuries or occupational diseases were recorded, with no work-related fatalities in the past three years[206](index=206&type=chunk) - Labor Standards: The Group strictly prohibits the employment of child and forced labor, and reviews identity documents during recruitment to prevent risks[208](index=208&type=chunk) - Supply Chain Management: The Group has a total of **34** suppliers, of which **30** are located in Hong Kong; the Group evaluates suppliers' hygiene, compliance, and sustainability performance when selecting them[209](index=209&type=chunk) - Anti-corruption: The Group maintains a zero-tolerance stance on bribery and corruption, with no concluded legal cases related to these matters during the reporting period[218](index=218&type=chunk) [Independent Auditor's Report](index=60&type=section&id=Independent%20Auditor's%20Report) This report presents the independent auditor's opinion on the Group's consolidated financial statements, highlighting key audit matters and a material uncertainty related to going concern [Independent Auditor's Report](index=60&type=section&id=Independent%20Auditor's%20Report) Independent auditor Evergreen (Hong Kong) Certified Public Accountants Limited issued an unmodified opinion on the Group's consolidated financial statements, while highlighting a 'Material Uncertainty Related to Going Concern' due to net shareholders' deficit and current liabilities exceeding current assets, with key audit matters including non-financial asset impairment and guarantee liability measurement - Audit Opinion: The auditor believes the consolidated financial statements fairly present the Group's financial position and performance and have been properly prepared (unmodified opinion)[225](index=225&type=chunk) - Material Uncertainty Related to Going Concern: The auditor draws attention to the Group's net shareholders' deficit of **62.70 million HKD** and current liabilities exceeding current assets by **23.50 million HKD** as of March 31, 2025, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[227](index=227&type=chunk) - Key Audit Matters: - Impairment assessment of non-financial assets: Involves evaluating the recoverable amounts of property, plant and equipment, and right-of-use assets, requiring significant management estimates[230](index=230&type=chunk) - Measurement of guarantee liabilities: Pertains to financial institution cooperation services, requiring significant judgment, assumptions, and complex models for measurement[234](index=234&type=chunk) [Consolidated Financial Statements](index=65&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive financial performance, position, equity changes, and cash flows for the reporting period [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=65&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue significantly decreased to **7.394 million HKD**, but it achieved a profit before tax of **49.415 million HKD**, reversing last year's loss, primarily due to **26.969 million HKD** in other income and **35.242 million HKD** in debt restructuring gains | Item (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | **7,394** | **16,086** | | Other income/(loss) – net | **26,969** | **(5,764)** | | Gain on debt restructuring | **35,242** | – | | Profit/(Loss) before income tax | **49,415** | **(19,319)** | | **Profit/(Loss) for the year** | **49,286** | **(19,469)** | | Profit/(Loss) attributable to owners of the company | **49,668** | **(19,558)** | | Basic earnings/(loss) per share (HKD) | **0.46** | **(0.21)** | [Consolidated Statement of Financial Position](index=66&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group reported total assets of **128.0 million HKD** and total liabilities of **191.0 million HKD**, resulting in an equity deficit of **62.70 million HKD**, an improvement from the prior year, though current liabilities still exceeded current assets | Item (thousand HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | **87,542** | **82,069** | | Current assets | **40,480** | **40,172** | | **Total assets** | **128,022** | **122,241** | | **Equity and Liabilities** | | | | Total equity (deficit) | **(62,696)** | **(117,725)** | | Non-current liabilities | **126,741** | **10,589** | | Current liabilities | **63,977** | **229,377** | | **Total liabilities** | **190,718** | **239,966** | | **Total equity and liabilities** | **128,022** | **122,241** | [Consolidated Statement of Changes in Equity](index=68&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) The equity deficit attributable to owners of the company improved from **123.0 million HKD** to **67.53 million HKD** this year, driven by an annual profit of **49.67 million HKD** and **5.30 million HKD** from share placing proceeds, with a slight decrease in non-controlling interests - The equity attributable to owners of the company, a deficit of **122,702 thousand HKD** at the beginning of the year, adjusted by total comprehensive income of **49,873 thousand HKD** and share placing of **5,298 thousand HKD** during the year, resulted in a deficit of **67,531 thousand HKD** at year-end[248](index=248&type=chunk) [Consolidated Statement of Cash Flows](index=69&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, the Group experienced a net cash outflow of **9.71 million HKD** from operating activities and **5.07 million HKD** from investing activities, offset by a **13.61 million HKD** net cash inflow from financing, resulting in a net decrease of **1.16 million HKD** in cash and cash equivalents, ending at **0.171 million HKD** | Item (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | **(9,707)** | **12,210** | | Net cash (used in)/generated from investing activities | **(5,065)** | **834** | | Net cash generated from/(used in) financing activities | **13,610** | **(13,830)** | | **Net decrease in cash and cash equivalents** | **(1,162)** | **(786)** | | Cash and cash equivalents at beginning of year | **1,343** | **2,214** | | **Cash and cash equivalents at end of year** | **171** | **1,343** | [Notes to the Consolidated Financial Statements](index=71&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the consolidated financial statements, covering accounting policies, segment information, related party transactions, and compliance risks [Note 2.1: Basis of Preparation and Going Concern](index=71&type=section&id=2.1%20Basis%20of%20Preparation) While prepared on a going concern basis, the financial statements highlight material uncertainties due to a **62.70 million HKD** net shareholders' deficit and **23.50 million HKD** in excess current liabilities as of March 31, 2025, with directors implementing measures like debt extensions and capital raising to improve the financial position - Material Uncertainty: As of March 31, 2025, the Group's net shareholders' deficit was **62,696,000 HKD**, and current liabilities exceeded current assets by **23,497,000 HKD**, which may cast significant doubt on its ability to continue as a going concern[257](index=257&type=chunk) - The directors have taken several countermeasures, including: - Successfully extending interest-free loans from former directors and related parties totaling over **130 million HKD**[259](index=259&type=chunk) - Completing a share placing, raising net proceeds of approximately **5.1 million HKD**[259](index=259&type=chunk) - Obtaining a **30 million HKD** credit facility from directors[259](index=259&type=chunk) - Actively negotiating with other lenders and seeking new funding sources[259](index=259&type=chunk) - Despite these measures, the ability to continue as a going concern remains dependent on successfully obtaining additional funding and negotiating repayment extensions with lenders[260](index=260&type=chunk)[262](index=262&type=chunk) [Note 5: Segment Information](index=100&type=section&id=5%20Segment%20Information) The Group's operations are segmented into catering supply, financial institution cooperation, and other services; catering supply contributed the majority of revenue at **6.511 million HKD** but incurred a loss, while financial services generated **0.883 million HKD** in profit, with segment results excluding unallocated head office expenses and one-off gains | Year Ended March 31, 2025 (thousand HKD) | Catering Supply Services | Provision of Financial Institution Cooperation Services | Total | | :--- | :--- | :--- | :--- | | Revenue from external customers | **6,511** | **883** | **7,394** | | Segment results | **(3,054)** | **520** | **(2,534)** | - Geographically, the vast majority of revenue came from Hong Kong (**6.511 million HKD**), with mainland China contributing **0.883 million HKD**[367](index=367&type=chunk) [Note 27: Related Party Transactions](index=127&type=section&id=27%20Related%20Party%20Transactions) This year, the Group engaged in significant related party transactions, primarily debt restructuring, by extending repayment terms on interest-free loans from former directors, current directors, and a related party, generating approximately **35.242 million HKD** in debt restructuring gains, a key driver of profitability - Loans of approximately **36.95 million HKD** from a related party (non-controlling shareholder of a subsidiary) had their repayment period extended to 2028, generating a debt restructuring gain of approximately **10.00 million HKD**[423](index=423&type=chunk)[424](index=424&type=chunk) - Interest-free loans of approximately **98.29 million HKD** from former directors (Mr. Fu and his wife Ms. Li) had their repayment period extended to 2028, generating a debt restructuring gain of approximately **23.03 million HKD**[425](index=425&type=chunk) - Interest-free credit of approximately **9.20 million HKD** obtained from directors during the year also underwent debt restructuring, generating a gain of approximately **2.21 million HKD**[426](index=426&type=chunk) [Note 30: Compliance Risk](index=133&type=section&id=30%20Compliance%20Risk) The Group's financial cooperation services in mainland China face potential compliance risks regarding implicit financial guarantees, which may violate Chinese regulations and lead to operational prohibition or fines; however, based on legal advice, directors deem the likelihood of significant penalties low and are adjusting business arrangements - The Group's guarantee arrangements in its financial cooperation services business in China may not comply with regulations issued by the China Banking and Insurance Regulatory Commission in 2019[429](index=429&type=chunk) - Potential consequences include prohibition of operations, fines (RMB **0.5 million** to **1.0 million**), and confiscation of illegal gains[429](index=429&type=chunk) - After consulting external legal advice, the directors believe it is unlikely for the Group to be penalized, and the potential adverse impact is not material; the Group is adjusting its business arrangements[430](index=430&type=chunk) [Financial Summary](index=134&type=section&id=Financial%20Summary) This section provides a concise overview of the Group's key financial performance and position indicators over the past five fiscal years [Five-Year Financial Summary](index=134&type=section&id=Financial%20Summary) This section summarizes the Group's five-year financial performance, assets, and liabilities, showing a continuous revenue decline since 2021 but the first annual profit in 2025, with relatively stable total assets and a significant decrease in total liabilities, improving the overall equity deficit | Year Ended March 31 (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **7,394** | **16,086** | **61,358** | **162,832** | **214,325** | | **Profit/(Loss) for the year attributable to owners of the company** | **49,668** | **(19,558)** | **(28,883)** | **(40,848)** | **(64,432)** | | As of March 31 (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total assets** | **128,022** | **122,241** | **139,252** | **150,809** | **251,134** | | **Total liabilities** | **(190,718)** | **(239,966)** | **(239,067)** | **(261,224)** | **(311,088)** | | **Total equity (deficit) attributable to owners of the company** | **(67,531)** | **(122,702)** | **(104,966)** | **(119,925)** | **(74,914)** |

This report, for which the directors of Great World Company Holdings Ltd (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this report is accurate an ...