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布的內容概不負責，對其準確性或完整性亦 不發表任何聲明，並明確表示，概不對因本公布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。 恒隆地產有限公司 HANG LUNG PROPERTIES LIMITED ﹙於香港註冊成立之有限公司﹚ ﹙股份代號︰00101﹚ 2025 年度中期業績 2025 年度中期業績 目錄 | | 頁 | | --- | --- | | 財務摘要 | 1 | | 業務回顧 | 2 | | 綜合財務報表 | 23 | | 綜合財務報表附註 | 26 | | 其他資料 | 36 | | 詞彙 | 38 | 2025 年度中期業績 財務摘要 以港幣百萬元計算（除另有註明） 業績 截至 6 月 30 日止六個月 | | | 2025 | | | | 2024 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 物業 | 物業 | | | 物業 | 物業 | | | | | 租賃 | 銷售 | 酒店 | 總額 | 租賃 | 銷售 | 酒店 ...

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文件的內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對因本文件全部或任何部份內容而產生或因倚賴該等內 容而引致的任何損失承擔任何責任。 2025 年 7 月 30 日 (香港股份代號 : 5) HSBC Holdings plc 滙豐控股有限公司 2025年中期業績 隨附之公告現正於 HSBC Holdings plc 滙豐控股有限公司上市之證券交易所發布。 代表 滙豐控股有限公司 公司秘書長 戴愛蘭 於本公告發表之日，滙豐控股有限公司董事會成員包括：杜嘉祺爵士*、艾橋智、鮑哲鈺†、段小纓†、 范貝恩女爵士†、傅偉思†、高安賢†、古肇華†、郭珮瑛、麥浩智博士†、莫佩娜†、梅愛苓†、利伯特†及 張瑞蓮†。 * 集團非執行主席 滙豐控股有限公司 2025年中期業績 集團⾏政總裁艾橋智表⽰： 「我們致⼒發揮集團核⼼優勢，建立架構精簡、靈活敏銳、聚焦重點的機構，⽬前正取得積極進展。上半年，我們繼續以嚴格紀律執⾏集團策略， 旗下四⼤業務均保持盈利勢頭，收入同⾒增⻑。這令我們對實現集團⽬標的能⼒充滿信⼼。我們將繼續憑藉雄厚實⼒，應對這個經濟前景不明 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不發表任何聲明， 並明確表示，概不對因本公告全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 股份代號: 11（港幣櫃台）及 80011（⼈⺠幣櫃台） 2025 年中期業績 恒生銀行今日宣佈 2025 年上半年的財務業績。儘管宏觀經濟環境充滿挑戰，本行在拓展多元化業 務方面仍取得顯著進展。 在財富管理及投資服務強勁增⻑的驅動下，服務費和其他收入按年上升 34%，佔總收入 31.6%。 本行多元化發展收益的策略發展重點，令扣除預期信貸損失前之營業收入淨額增⻑ 3%，至 港幣 209.75 億元。 由於市場的不確定性持續，貿易關稅的威脅、持續利率高企以及商業房地產市場⻑期低迷，本行 審慎增加撥備，預期信貸損失錄得港幣 48.61 億元。於 2025 年 6 月 30 日，總減值貸款為 港幣 550 億元。 期內除稅前溢利為港幣 80.97 億元（2024 年上半年為港幣 113.07 億元）。每股盈利為港幣 3.34 元， 而平均普通股股東權益回報率為 7.9%。本行維持穩健資本基礎，於 2025 年 ...

仍志集團控股有限公司 Wisdomcome Group Holdings Limited 於百慕達存續之有限公司 股份代號：8079 2024/25 年 報 仍志集團控股有限公司 Wisdomcome Group Holdings Limited Continued in Bermuda with limited liability Stock Code: 8079 WISDOMCOME GROUP HOLDINGS LIMITED 仍志集團控股有限公司 ANNUAL REPORT 2024/25 年報 ANNUAL REPORT 2024/25 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）GEM之特色 GEM之 定 位 乃 為 相 比 起 其 他 在 聯 交 所 上 市 之 公 司 帶 有 較 高 投 資 風 險 之 中 小 型 公 司 提 供 一 個 上 市 之 市 場。有 意 投 資 之 人 士 應 了 解 投 資 於 該 等 公 司 之 潛 在 風 險，並 應 經 過 審 慎 周 詳 之 考 慮 後 方 作 出 投 資 決 定。 由 於GEM上 市 之 公 司 一 般 為 中 小 型 ...

Contents 目錄 2 Corporate Information 企業資料 6 Highlights and Financial Calendar 摘要及財務日誌 9 Chairman's Statement 主席報告 11 Management Discussion and Analysis 管理層討論與分析 25 Corporate Governance Report 企業管治報告 41 Environmental, Social and Governance Report 環境、社會及管治報告 77 Biographies of Directors and Senior Management 董事及高級管理層履歷 87 Report of the Directors 董事會報告 113 Independent Auditor's Report 獨立核數師報告 120 Consolidated Statement of Profit or Loss 綜合損益表 121 Consolidated Statement of Comprehensive Income 綜合全面收益表 122 Consoli ...

Company Information [Company Overview](index=2&type=section&id=公司資料) This section outlines the company's fundamental information, including its governance structure, key personnel, and principal professional partners - The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with three sub-committees: Audit, Remuneration, and Nomination[6](index=6&type=chunk) - The company's auditor is PricewaterhouseCoopers[7](index=7&type=chunk) - The company's principal bankers include Asian Development Bank, Bank of East Asia, and China Construction Bank[7](index=7&type=chunk) [Business Segments](index=4&type=section&id=業務分佈) The company operates across multiple Chinese provinces, focusing on urban water supply, piped direct drinking water, and environmental protection, serving millions of people - Urban water supply is the company's core business, estimated to serve over **30 million people** with approximately **151,000 kilometers** of pipelines[9](index=9&type=chunk) - Piped direct drinking water supply, a growth area, is estimated to serve approximately **12 million people**[9](index=9&type=chunk) - Environmental protection business covers wastewater treatment operations and construction, as well as drainage operations[9](index=9&type=chunk) Financial Summary [Overall Financial Performance](index=5&type=section&id=財務摘要) For the year ended March 31, 2025, the Group experienced a revenue decline of 9.4% and a 29.9% decrease in profit attributable to owners, yet maintained stable dividends per share Performance Summary (For the year ended March 31) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 11,655,565 | 12,858,515 | -9.4% | | Gross Profit | 4,404,978 | 4,775,964 | -7.8% | | Profit for the Year | 2,028,078 | 2,591,357 | -21.7% | | Profit Attributable to Owners of the Company | 1,074,633 | 1,533,543 | -29.9% | | Basic Earnings Per Share | 0.66 HKD | 0.94 HKD | -29.8% | | Total Dividend Per Share | 28 HK cents | 28 HK cents | – | Balance Sheet Summary and Ratios (As at March 31) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 65,891,643 | 63,242,070 | 4.2% | | Total Liabilities | 44,018,957 | 41,789,528 | 5.3% | | Net Assets | 21,872,686 | 21,452,542 | 2.0% | | Gearing Ratio | 66.8% | 66.1% | | [Segment Performance Analysis](index=6&type=section&id=分部業績分析) Urban water supply remained the core revenue and profit driver, while environmental protection business saw significant growth, contrasting with a substantial decline in piped direct drinking water supply Revenue and Profit Contribution by Business Segment in 2025 | Business Segment | Revenue Contribution | Profit Contribution | | :--- | :--- | :--- | | Urban Water Supply Business | 64.3% | 64.0% | | Piped Direct Drinking Water Supply Business | 5.6% | 6.2% | | Environmental Protection Business | 13.1% | 14.3% | | General Contracting Construction and Others | 17.0% | 15.5% | [Urban Water Supply Business Analysis](index=7&type=section&id=1.%20城市供水業務分析) Urban water supply revenue decreased by 9.4% due to reduced construction, but segment profit slightly increased by 0.1% due to cost control, with operating revenue becoming more prominent Urban Water Supply Business Financial Performance | Indicator | 2025 (HKD millions) | 2024 (HKD millions) | Change | | :--- | :--- | :--- | :--- | | Revenue | 7,498.1 | 8,276.4 | -9.4% | | Profit | 2,492.9 | 2,490.2 | +0.1% | - The increase in profit was primarily due to cost control over sales costs and the net effect of reduced overall installation, maintenance, and construction projects during the year[40](index=40&type=chunk) [Piped Direct Drinking Water Supply Business Analysis](index=8&type=section&id=2.%20管道直飲水供應業務分析) Piped direct drinking water supply business experienced significant adjustments this year, with revenue decreasing by 61.9% to HKD 0.66 billion and segment profit declining by 58.9% to HKD 0.24 billion, mainly due to reduced installation, maintenance, and construction projects Piped Direct Drinking Water Supply Business Financial Performance | Indicator | 2025 (HKD millions) | 2024 (HKD millions) | Change | | :--- | :--- | :--- | :--- | | Revenue | 656.8 | 1,721.9 | -61.9% | | Profit | 243.2 | 591.7 | -58.9% | - The decline in performance was primarily due to an overall decrease in installation, maintenance, and construction projects during the year[41](index=41&type=chunk) [Environmental Protection Business Analysis](index=9&type=section&id=3.%20環保業務分析) Environmental protection business was a growth highlight this year, with revenue increasing by 42.2% to HKD 1.52 billion and segment profit rising significantly by 56.9% to HKD 0.56 billion, driven by increased operating services from new wastewater treatment projects Environmental Protection Business Financial Performance | Indicator | 2025 (HKD millions) | 2024 (HKD millions) | Change | | :--- | :--- | :--- | :--- | | Revenue | 1,523.5 | 1,071.5 | +42.2% | | Profit | 555.8 | 354.2 | +56.9% | - The performance growth was primarily due to increased wastewater treatment operating services from new projects during the year[42](index=42&type=chunk) Chairman's Statement [Financial and Business Performance](index=10&type=section&id=財務表現) During the reporting period, the Group strategically optimized its development, prioritizing project returns, which led to a 9.4% decrease in total revenue to HKD 11.66 billion and a 29.9% decrease in profit attributable to owners to HKD 1.07 billion, while maintaining a stable dividend policy with a payout ratio increasing to 42.4% - The Group strategically slowed down construction business, prioritizing projects with better returns, leading to a decrease in related construction revenue[33](index=33&type=chunk)[39](index=39&type=chunk) Annual Key Financial Indicators | Indicator | Amount | Year-on-Year Change | | :--- | :--- | :--- | | Revenue | HKD 11.66 billion | -9.4% | | Gross Profit | HKD 4.41 billion | -7.8% | | Profit Attributable to Owners | HKD 1.08 billion | -29.9% | | Basic Earnings Per Share | HKD 0.66 | -29.8% | - Total annual dividend remained at **28 HK cents per share**, with the dividend payout ratio increasing from approximately **29.8%** to approximately **42.4%**[35](index=35&type=chunk) - In January 2025, the company successfully issued **RMB 1 billion** of 3.45% secured blue bonds for offshore debt repayment and projects under the blue-green financing framework[45](index=45&type=chunk) [Future Outlook](index=13&type=section&id=未來展望) Looking ahead, the Group anticipates benefiting from domestic water price marketization reforms and declining financing costs, continuing to deepen the synergistic development of its "water supply + direct drinking water" dual core businesses, and expanding value-added services to consolidate its industry leadership - Accelerated market-oriented water pricing mechanisms are expected to improve the company's profitability, with reforms in Guangzhou and Shenzhen serving as catalysts[47](index=47&type=chunk) - The core strategy is to strengthen the synergistic development of water supply and direct drinking water dual core businesses, promoting a quality leap from "safe water" to "healthy water"[47](index=47&type=chunk) - The Group aims to seize green and low-carbon transformation opportunities, expand value-added services like direct drinking water, and cultivate new sustainable growth drivers[47](index=47&type=chunk) [Liquidity and Financial Resources](index=14&type=section&id=流動資金及財務資源) The Group maintained a healthy liquidity position with HKD 5.45 billion in cash and equivalents at year-end, and despite a net current liability of HKD 3.79 billion, the directors believe the Group has sufficient working capital to meet its financial obligations for the next 12 months Liquidity and Financial Position (As at March 31, 2025) | Indicator | Amount | | :--- | :--- | | Cash and cash equivalents and pledged deposits | Approximately HKD 5.45 billion | | Gearing Ratio | 66.8% | | Net current liabilities | HKD 3.79 billion | | Total outstanding borrowings | HKD 25.19 billion | | Undrawn loan facilities | HKD 13.35 billion | - The Group manages foreign exchange risk arising from RMB exchange rate fluctuations through measures such as entering into currency swap contracts with banks[54](index=54&type=chunk) - The Group has various assets pledged as collateral for loan financing, including water supply concession rights, shares in subsidiaries, property, plant and equipment, and investment properties[55](index=55&type=chunk) Biographies of Directors and Senior Management [Directors and Senior Management Profiles](index=17&type=section&id=董事及高級管理人員履歷) This section details the backgrounds, qualifications, and industry experience of the company's executive directors, non-executive directors, independent non-executive directors, and senior management, highlighting the core management team's extensive experience in water affairs, financial management, investment, and corporate governance - Mr. Duan Chuanliang, Chairman and Executive Director, is the founder of the Group's water business and possesses over **30 years** of experience in China's water industry[61](index=61&type=chunk) - The executive director team members have professional backgrounds in financial management, infrastructure project investment and operation, smart water solutions, and corporate management[62](index=62&type=chunk)[63](index=63&type=chunk) - Non-executive and independent non-executive directors come from diverse backgrounds, including financial services, insurance, securities, and accounting, bringing varied professional perspectives to the Board[64](index=64&type=chunk)[65](index=65&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) Corporate Governance Report [Corporate Governance Practices](index=21&type=section&id=企業管治常規) The company is committed to maintaining high standards of corporate governance, having complied with most provisions of the Corporate Governance Code during the reporting period, with explained deviations regarding the roles of Chairman and CEO and directors' retirement by rotation - The company complied with all applicable provisions of the Corporate Governance Code, with deviations only from Rule C.2.1 (roles of Chairman and Chief Executive), B.2.2 (Chairman's retirement by rotation), and C.1.6 (some directors' attendance at general meetings)[73](index=73&type=chunk)[74](index=74&type=chunk) - The company explained that the structure where Chairman and Chief Executive duties are jointly undertaken by executive directors contributes to strong and consistent leadership, and the Chairman's re-election provides consistent leadership for executing long-term strategies[73](index=73&type=chunk)[74](index=74&type=chunk) - The Group's core values are "Water as the Foundation, Achieving Social Good," embodying virtues of fairness, resilience, and purity, guiding the company's relationships with stakeholders[76](index=76&type=chunk) [Board and Committees](index=23&type=section&id=董事會及董事委員會) The Board comprises twelve directors, including four executive, four non-executive, and four independent non-executive directors, meeting listing rule requirements, with Audit, Remuneration, and Nomination Committees predominantly or entirely composed of independent non-executive directors to ensure independence and professionalism - The Board consists of **12 members**, including **4 independent non-executive directors**, complying with Listing Rules requirements[79](index=79&type=chunk) - The Audit Committee and Remuneration Committee members are all independent non-executive directors, while the Nomination Committee comprises one executive director and three independent non-executive directors[83](index=83&type=chunk)[85](index=85&type=chunk)[89](index=89&type=chunk) - The company has adopted a Board Diversity Policy, considering factors such as gender, age, and professional experience; as of the reporting period end, there are **four female members** on the Board[91](index=91&type=chunk) Board Meeting Attendance Record (Partial) | Director Name | Board | Audit Committee | Remuneration Committee | Nomination Committee | | :--- | :--- | :--- | :--- | :--- | | Mr. Duan Chuanliang (Chairman) | 4/(4) | Not Applicable | Not Applicable | 3/(3) | | Mr. Zhou Jinrong (Independent Director) | 4/(4) | 2/(2) | 3/(3) | 3/(3) | | Mr. Shao Ziming (Independent Director) | 4/(4) | 2/(2) | 3/(3) | 3/(3) | | Ms. He Ping (Independent Director) | 4/(4) | 2/(2) | 3/(3) | 3/(3) | [Risk Management and Internal Control](index=28&type=section&id=風險管理及內部監控) The Board holds ultimate responsibility for the Group's risk management and internal control systems, continuously reviewing their effectiveness, with a structured framework involving the Board, Audit Committee, management, and internal audit team, which was deemed effective and sufficient during the reporting period - The Group's risk management framework is structured into four levels: the Board (strategy formulation), Audit Committee (oversight), management (design and implementation), and internal audit team (evaluation and reporting)[104](index=104&type=chunk)[105](index=105&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[111](index=111&type=chunk) - The Board has reviewed the effectiveness of the risk management and internal control systems for the current year and deemed them effective and sufficient[109](index=109&type=chunk) - The Group has an anti-corruption and whistleblowing system, allowing employees and other stakeholders to report misconduct via hotline or email to the internal audit department or Audit Committee[110](index=110&type=chunk) [Shareholder Rights and Communication](index=30&type=section&id=股東權利及與股東溝通) The company communicates with shareholders through various channels, including reports and announcements, and has an investor relations team, allowing shareholders to exercise rights through general meetings, with a dividend policy targeting a payout ratio of no less than 30% of basic earnings per share - Shareholders holding not less than **10%** of the paid-up capital may request the Board to convene an extraordinary general meeting[114](index=114&type=chunk) - The company has adopted a dividend policy, targeting a dividend payout ratio of no less than **30%** of basic earnings per share for each financial year[118](index=118&type=chunk) Directors' Report [Principal Risks and Uncertainties](index=33&type=section&id=主要風險及不明朗因素) The Group faces principal risks including operational, liquidity, and legal and regulatory compliance risks, which are managed through established mechanisms such as standardized operating procedures, close monitoring of cash flow and compliance status, and regular risk assessments - Operational risk refers to the risk of loss resulting from inadequate internal processes, people, or systems, or from external events, managed through standardized operating procedures across functional divisions and departments[129](index=129&type=chunk) - Liquidity risk refers to the risk of being unable to meet loan agreement obligations, mitigated by closely monitoring compliance and cash flow levels[130](index=130&type=chunk) - Legal and regulatory compliance risk refers to risks arising from changes in government laws and regulations, addressed by closely monitoring market regulatory developments and consulting external advisors[131](index=131&type=chunk) [Share Repurchases](index=35&type=section&id=購買、贖回或出售本公司之上市證券) During the year ended March 31, 2025, the company repurchased a total of 4,774,000 ordinary shares on the Stock Exchange for approximately HKD 27.52 million, all held as treasury shares Details of Share Repurchases During the Year | Year/Month | Number of Shares Repurchased | Highest Price Per Share (HKD) | Lowest Price Per Share (HKD) | Total Consideration (HKD) | | :--- | :--- | :--- | :--- | :--- | | October 2024 | 380,000 | 5.17 | 4.90 | 1,918,000 | | February 2025 | 2,160,000 | 6.05 | 5.78 | 12,948,000 | | March 2025 | 2,234,000 | 5.80 | 5.45 | 12,649,000 | | **Total for the Year** | **4,774,000** | | | **27,515,000** | [Major Shareholders](index=40&type=section&id=主要股東) As of March 31, 2025, the company's major shareholders included Chairman Mr. Duan Chuanliang (approximately 27.29% stake) and ORIX Corporation (approximately 27.27% stake), with Qingdao Haifa State-owned Capital Investment and Operation Group Co., Ltd. and Great Wall Life Insurance Co., Ltd. also holding over 5% Major Shareholder Holdings (As at March 31, 2025) | Shareholder Name | Approximate Percentage of Shareholding | | :--- | :--- | | Mr. Duan Chuanliang | 27.29% | | ORIX Corporation | 27.27% | | Qingdao Haifa State-owned Capital Investment and Operation Group Co., Ltd. | 7.52% | | Great Wall Life Insurance Co., Ltd. | 5.02% | [Connected Transactions](index=41&type=section&id=關連交易) During the reporting period, the Group engaged in a continuing connected transaction involving the purchase of piped direct drinking water system equipment and services from Jiangxi Yinli Direct Drinking Water Equipment Co., Ltd., a connected subsidiary, with the transaction amount of approximately HKD 27.79 million falling below the annual cap and confirmed by independent non-executive directors as fair and reasonable - The Group entered into a framework agreement with Jiangxi Yinli, a connected subsidiary, for the procurement of piped direct drinking water equipment and services[176](index=176&type=chunk) Continuing Connected Transactions with Jiangxi Yinli | Period | Annual Cap | Actual Transaction Amount for the Year | | :--- | :--- | :--- | | April 1, 2024 to March 31, 2025 | RMB 80,000,000 | Approximately RMB 25,563,000 | - Independent non-executive directors and the company's auditor have reviewed these transactions and confirmed they were conducted on normal commercial terms, are fair and reasonable, and comply with Listing Rules requirements[179](index=179&type=chunk)[181](index=181&type=chunk) Independent Auditor's Report [Opinion](index=44&type=section&id=意見) PricewaterhouseCoopers, the auditor, issued an unmodified opinion on the Group's consolidated financial statements, affirming they present a true and fair view of the Group's consolidated financial position as at March 31, 2025, and its financial performance and cash flows for the year then ended, in compliance with the disclosure requirements of the Hong Kong Companies Ordinance - PricewaterhouseCoopers, the auditor, believes that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[192](index=192&type=chunk) [Key Audit Matters](index=45&type=section&id=關鍵審計事項) The auditor identified three key audit matters due to significant management judgment and estimation uncertainty: accounting for concession service arrangements, impairment testing of goodwill and other intangible assets, and net realizable value assessment of properties under development and properties held for sale, for which appropriate audit procedures were performed - Key Audit Matter 1: Accounting for concession service arrangements, as determining the appropriateness of accounting treatment requires significant management judgment and assumptions, especially regarding revenue recognition for construction services[199](index=199&type=chunk)[202](index=202&type=chunk) - Key Audit Matter 2: Impairment testing of goodwill and other intangible assets, due to high uncertainty in significant assumptions applied when calculating recoverable amounts, such as usage growth, water tariffs, and discount rates[205](index=205&type=chunk)[207](index=207&type=chunk) - Key Audit Matter 3: Net realizable value assessment of properties under development and properties held for sale, as determining net realizable value involves inherent estimation uncertainty regarding future selling prices and completion costs[215](index=215&type=chunk) Consolidated Financial Statements [Consolidated Statement of Profit or Loss](index=53&type=section&id=綜合損益表) For the year ended March 31, 2025, the Group recorded revenue of HKD 11.66 billion, a 9.4% decrease from HKD 12.86 billion last year, with operating profit at HKD 3.53 billion, down 12.9% year-on-year, and profit for the year at HKD 2.03 billion, of which profit attributable to owners was HKD 1.07 billion, a 29.9% decrease Consolidated Statement of Profit or Loss Summary | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 11,655,565 | 12,858,515 | | Gross Profit | 4,404,978 | 4,775,964 | | Profit from operations | 3,527,513 | 4,050,171 | | Profit before income tax | 2,750,145 | 3,369,658 | | Profit for the year | 2,028,078 | 2,591,357 | | Profit attributable to owners of the Company | 1,074,663 | 1,533,543 | [Consolidated Statement of Financial Position](index=55&type=section&id=綜合財務狀況表) As at March 31, 2025, the Group's total assets were HKD 65.89 billion, total liabilities were HKD 44.02 billion, and net assets were HKD 21.87 billion, with non-current assets comprising the majority at HKD 48.27 billion, primarily other intangible assets (mainly concession rights) at HKD 34.16 billion, and a net current liability of HKD 3.79 billion Consolidated Statement of Financial Position Summary (As at March 31) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 48,271,896 | 46,366,408 | | Current assets | 17,619,747 | 16,875,662 | | **Total Assets** | **65,891,643** | **63,242,070** | | **Liabilities and Equity** | | | | Current liabilities | 21,409,424 | 20,747,409 | | Non-current liabilities | 22,609,533 | 21,042,119 | | **Total Liabilities** | **44,018,957** | **41,789,528** | | **Total Equity** | **21,872,686** | **21,452,542** | [Consolidated Statement of Cash Flows](index=59&type=section&id=綜合現金流量表) For the current year, the Group generated net cash from operating activities of HKD 3.39 billion, an increase from the previous year, while net cash used in investing activities was HKD 2.87 billion, significantly lower than last year, and net cash used in financing activities was HKD 0.44 billion, resulting in a net increase in cash and cash equivalents of HKD 82.26 million, with a year-end balance of HKD 4.77 billion Consolidated Statement of Cash Flows Summary | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net cash generated from operating activities | 3,393,646 | 2,777,301 | | Net cash used in investing activities | (2,873,195) | (5,433,838) | | Net cash (used in) / generated from financing activities | (438,196) | 605,348 | | Net increase / (decrease) in cash and cash equivalents | 82,255 | (2,051,189) | | Cash and cash equivalents at end of year | 4,771,795 | 4,804,799 |

MODERN INNOVATIVE DIGITAL TECHNOLOGY COMPANY LIMITED 新質數字科技有限公司 (formerly known as Hong Kong ChaoShang Group Limited 香港潮商集團有限公司) (Incorporated in Bermuda with limited liability) (Stock Code 股份代號 : 2322) （ 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ） （前稱 Hong Kong ChaoShang Group Limited 香港潮商集團有限公司） Annual Report 年報 2025 新質數字科技有限公司 Annual Report 2025 年報 MODERN INNOVATIVE DIGITAL 新質數字科技有限公司 TECHNOLOGY COMPANY LIMITED Modern Innovative Digital Technology Company Limited 新質數字科技有限公司 （前稱香港潮商集團有限公司） Contents 目錄 | Corporate Informa ...

[Corporate Information](index=4&type=section&id=Corporate%20Information) This report provides basic corporate information for Global Printing Holdings Limited, including key contacts for the board, committees, legal advisors, bankers, auditor, and share registrar[5](index=5&type=chunk)[6](index=6&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) [Business Review and Prospects](index=6&type=section&id=Business%20Review%20and%20Prospects) The Group achieved a significant turnaround in FY2025 with a 134.4% revenue increase and a return to profitability, driven by successful overseas expansion that offset local market challenges FY2025 Performance Highlights | Indicator | FY2025 | FY2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HK$163.9 million | Approx. HK$69.9 million | ▲ 134.4% | | Total comprehensive income/(loss) attributable to equity holders | Income approx. HK$0.5 million | Loss approx. HK$28.4 million | Turnaround to profit | - To counter price competition and high production costs in Hong Kong, the Board terminated the final construction phase of the new Tsing Yi production base to ensure the company's operational continuity and long-term stability[9](index=9&type=chunk) - Despite challenges in the Hong Kong market, the company's overseas expansion in Mainland China, Taiwan, and the US progressed well, enhancing overall profitability and diversifying revenue streams[11](index=11&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review](index=8&type=section&id=Financial%20Review) In FY2025, the Group's financial performance rebounded strongly, with revenue soaring 134.4% to HK$164 million and achieving a turnaround to profitability through market expansion and cost control Key Financial Indicators for FY2025 | Financial Indicator | FY2025 (HK$ million) | FY2024 (HK$ million) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Revenue | 163.9 | 69.9 | ▲ 134.4% | | Cost of Sales | 128.9 | 60.5 | ▲ 113.1% | | Gross Profit | 35.0 | 9.4 | ▲ 272.3% | | Gross Profit Margin | 21.3% | 13.5% | ▲ 7.8pp | | Administrative and Other Expenses | 25.3 | 32.3 | ▼ 14.4% | | Comprehensive Income/(Loss) Attributable to Equity Holders | 0.5 | (28.4) | Turnaround to profit | - The substantial revenue growth was primarily attributed to the Group's expansion into new geographic segments and the introduction of business in selling printing-related raw materials and machinery[15](index=15&type=chunk) - Trade receivables increased from HK$4.6 million to HK$58.2 million, leading to a higher impairment loss of HK$2.5 million; however, most receivables were settled post-reporting date, and the loss is expected to be reversed[21](index=21&type=chunk)[29](index=29&type=chunk) - Cash and cash equivalents decreased from HK$9.8 million to HK$1.8 million, mainly due to the utilization of proceeds from the rights issue[33](index=33&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=12&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) As of 31 March 2025, the Group recorded net current liabilities of approximately HK$8.0 million and improved its current ratio to 0.91, while undertaking a capital reorganization to optimize its structure Liquidity and Capital Structure Indicators (as at 31 March) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Net Current Liabilities | Approx. HK$8.0 million | Approx. HK$6.8 million | | Cash and Cash Equivalents | Approx. HK$1.8 million | Approx. HK$9.8 million | | Current Ratio | 0.91 | 0.77 | | Gearing Ratio | 3.8 | 4.8 | - On 18 March 2025, the company implemented a share consolidation, combining every five shares of HK$0.05 each into one consolidated share of HK$0.25[39](index=39&type=chunk) - On 29 May 2025, the company further implemented a capital reduction and share subdivision as part of its capital reorganization[40](index=40&type=chunk) [Principal Risks and Uncertainties](index=13&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces key risks including reliance on customer retention, concentration on a single largest customer (31.93% of revenue), cost volatility, and macroeconomic changes in key markets - The Group's largest customer accounted for **31.93% of total revenue** in FY2025, indicating a customer concentration risk[47](index=47&type=chunk) - Profitability is affected by fluctuating costs of raw materials and subcontracting services, which are subject to uncontrollable factors like government policies and market competition[48](index=48&type=chunk) - The business is susceptible to economic conditions in key markets such as Hong Kong, Mainland China, Taiwan, and the US, including recessions, inflation, and trade policies[51](index=51&type=chunk) [Use of Proceeds](index=15&type=section&id=Use%20of%20Proceeds) The Group fully utilized the HK$24.0 million net proceeds from the 2018 share offer in FY2025 and has used most of the HK$32.7 million from the 2023 rights issue, with HK$1.0 million remaining - The net proceeds of HK$24.0 million from the 2018 share offer were fully utilized during FY2025 after two changes in their intended use[56](index=56&type=chunk)[58](index=58&type=chunk) Use of Proceeds from 2023 Rights Issue (HK$ million) | Intended Use | Planned Amount (Approx.) | Utilized in FY2025 (Approx.) | Unutilized Balance (Approx.) | Expected Full Utilization Date | | :--- | :--- | :--- | :--- | :--- | | Repayment of trade and other payables | 8.6 | 8.6 | – | Completed | | Partial repayment of a shareholder's loan | 16.2 | 16.2 | – | Completed | | Settlement of additional staff salaries | 4.6 | 3.6 | 1.0 | Before 31 March 2026 | | Settlement of rental payments | 3.3 | 3.3 | – | Completed | | **Total** | **32.7** | **31.7** | **1.0** | | [Biographical Details of Directors and Senior Management](index=20&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) [Profiles of Directors and Senior Management](index=20&type=section&id=Profiles%20of%20Directors%20and%20Senior%20Management) This section details the professional backgrounds of the company's directors and senior management, led by Chairman and CEO Mr. Lam Shing Tai, who has extensive industry experience - Mr. Lam Shing Tai, aged 58, serves as Executive Director, Chairman, and CEO, responsible for the Group's overall management and strategic planning, holding approximately **65.54%** of the company's shares[65](index=65&type=chunk)[66](index=66&type=chunk) - The Board members possess diverse industry backgrounds, including expertise in import/export, financial leasing, printing, accounting, and information technology[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) - The three Independent Non-executive Directors provide professional oversight in accounting, business advisory, and corporate governance[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) [Report of the Directors](index=23&type=section&id=Report%20of%20the%20Directors) [Business and Financial Position](index=23&type=section&id=Business%20and%20Financial%20Position) The Group's principal activities are general printing services and trading of printing equipment; the Board does not recommend a dividend for the year ended 31 March 2025 - The Group's principal activities are providing general printing services and trading printing equipment and consumables[75](index=75&type=chunk) - The Board does not recommend the payment of a final dividend for FY2025[78](index=78&type=chunk)[41](index=41&type=chunk) - During the year, the company implemented a share consolidation, merging every five shares of HK$0.05 each into one share of HK$0.25[80](index=80&type=chunk) [Directors' and Shareholders' Interests](index=26&type=section&id=Directors'%20and%20Shareholders'%20Interests) Chairman Mr. Lam Shing Tai holds a combined interest of approximately 65.54% of the company's shares through controlled corporations and concert party arrangements Equity Distribution of Major Directors and Shareholders as at 31 March 2025 | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held (Post-Consolidation) | Approx. Shareholding Percentage | | :--- | :--- | :--- | :--- | | Mr. Lam Shing Tai | Interest in controlled corporations and jointly held | 65,410,466 | 65.54% | | New Metro Inc. | Beneficial owner and jointly held | 65,410,466 | 65.54% | | Mr. Chow Man Keung | Beneficial owner and jointly held | 65,410,466 | 65.54% | | Mr. Koh Ching Her | Beneficial owner and jointly held | 65,410,466 | 65.54% | [Supplier, Customer, and Employee Relations](index=30&type=section&id=Supplier%2C%20Customer%2C%20and%20Employee%20Relations) The Group has a highly concentrated supplier and customer base, with its top supplier and customer accounting for 77.0% of purchases and 31.9% of sales, respectively - Supplier concentration is very high, with the **largest supplier accounting for 77.0%** of total purchases[102](index=102&type=chunk) - Customer concentration is high, with the **largest customer representing 31.9%** of total revenue[102](index=102&type=chunk) Employee Information | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 39 | 39 | | Staff Costs | Approx. HK$14.9 million | Approx. HK$20.3 million | [Corporate Governance Report](index=35&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=35&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company complied with the Corporate Governance Code, with the sole deviation being the combined role of Chairman and CEO, a structure the Board deems beneficial for strategic execution - During the reporting period, the company complied with all applicable provisions of the Corporate Governance Code except for one deviation: the roles of Chairman and CEO are both held by Mr. Lam Shing Tai, which does not conform to code provision C.2.1[122](index=122&type=chunk)[134](index=134&type=chunk) - The Board believes that despite this deviation, the balance of power is adequately ensured by the presence of three Independent Non-executive Directors and collective decision-making processes[134](index=134&type=chunk) - The Board composition is diverse, with members possessing professional experience in printing, corporate governance, accounting, business advisory, and information technology[130](index=130&type=chunk)[131](index=131&type=chunk) [Board Committees](index=39&type=section&id=Board%20Committees) The Board has established four committees—Audit, Remuneration, Nomination, and Risk Management—each chaired by and composed of Independent Non-executive Directors to ensure effective oversight - The Audit Committee, chaired by Mr. Wong Chun Kwok, oversees financial reporting processes, internal controls, and risk management systems[139](index=139&type=chunk) - The Remuneration Committee, chaired by Mr. Ho Ka Ming, is responsible for recommending remuneration policies for directors and senior management[141](index=141&type=chunk)[143](index=143&type=chunk) - The Nomination Committee, chaired by Ms. So Shuk Yan, reviews the Board's structure and makes recommendations on director appointments[145](index=145&type=chunk)[146](index=146&type=chunk) - The Risk Management Committee, chaired by Mr. Wong Chun Kwok, is responsible for overseeing the risk management framework[155](index=155&type=chunk)[156](index=156&type=chunk) [Risk Management and Internal Control](index=47&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is ultimately responsible for the Group's risk management and internal control systems, which it reviews annually and considered effective and adequate for the year ended 31 March 2025 - The Board has overall responsibility for establishing, implementing, monitoring, and reviewing the Group's internal control systems, assessing their effectiveness at least annually[172](index=172&type=chunk) - The Group's risk management system aims to identify potential risks, conduct assessments, develop mitigation measures, and continuously review internal control procedures[175](index=175&type=chunk) - The Board considers the risk management and internal control policies and procedures executed during the year ended 31 March 2025 to be effective and adequate[174](index=174&type=chunk) [Environmental, Social and Governance Report](index=50&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [ESG Governance and Strategy](index=51&type=section&id=ESG%20Governance%20and%20Strategy) The Board holds full responsibility for the Group's ESG strategy, identifying six material ESG issues that form the foundation of its sustainability initiatives - The Board assumes full responsibility for the Group's ESG strategy and reporting, with oversight and execution managed by a Sustainability Committee and an ESG Taskforce[183](index=183&type=chunk)[185](index=185&type=chunk) - The Group has identified six material ESG issues as the focus of its sustainability strategy, including compliant operations, resource utilization, waste management, supply chain management, talent development, and occupational health and safety[186](index=186&type=chunk) [Operating Practices](index=53&type=section&id=Operating%20Practices) The Group implements comprehensive supply chain management, strict product quality controls, and robust anti-corruption measures, with no legal cases related to corruption during the year - The Group implements a stringent supplier selection and annual review mechanism and promotes green procurement, such as using FSC-certified paper[187](index=187&type=chunk)[189](index=189&type=chunk) - During the reporting period, there were **1,311 product re-execution incidents**, 79% of which were caused by human error, prompting ongoing reviews of production processes[197](index=197&type=chunk) - The Group has established an anti-corruption policy and whistle-blowing channels, with no material non-compliance or corruption-related legal cases identified during the period[204](index=204&type=chunk) [Employment and Labour Practices](index=58&type=section&id=Employment%20and%20Labour%20Practices) The Group is committed to an equal and diverse workplace for its 39 employees, strictly prohibiting child and forced labor, and recorded no work-related injuries during the reporting period Employee Structure as at 31 March 2025 | Category | Breakdown | Percentage/Number | | :--- | :--- | :--- | | **Total Headcount** | | **39** | | **By Gender** | Male | 46% | | | Female | 54% | | **By Age Group** | 18-29 | 10% | | | 30-50 | 64% | | | Above 50 | 26% | | **By Job Function** | Management | 21% | | | Staff | 79% | - The Group strictly prohibits the use of child and forced labor, verifying applicants' identities during recruitment to ensure compliance with legal age requirements[208](index=208&type=chunk) - During the reporting period, the Group had **no work-related fatalities** and received no reports of lost days due to work injury[218](index=218&type=chunk) [Environmental Performance](index=61&type=section&id=Environmental%20Performance) The Group focuses on reducing its environmental impact from electricity and paper consumption, with total GHG emissions of 357 tonnes of CO2e and a low assessed risk from climate change Key Environmental Performance Indicators for FY2025 | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes CO2e | 357 | 357 | | - Scope 2 (Indirect) | tonnes CO2e | 560 | 311 | | Electricity Consumption | kWh | 800,464 | 444,782 | | Paper Consumption | kg | 0 | 45,682 | - To reduce energy consumption, the Group has implemented several energy-saving measures, including zoned lighting, restricted air conditioning use, and energy-efficient office practices[220](index=220&type=chunk)[222](index=222&type=chunk) - The Group assesses its physical and transition risks related to climate change as low overall but acknowledges market opportunities and challenges from customer expectations for environmental responsibility[226](index=226&type=chunk)[228](index=228&type=chunk) [Independent Auditor's Report](index=67&type=section&id=Independent%20Auditor's%20Report) [Auditor's Opinion](index=67&type=section&id=Auditor's%20Opinion) The auditor issued an unqualified opinion on the financial statements but highlighted a material uncertainty related to going concern due to the Group's net current liability position - The auditor issued an **unqualified opinion**, stating that the financial statements give a true and fair view of the Group's financial position[236](index=236&type=chunk) - **Material Uncertainty Related to Going Concern**: The auditor drew attention to the Group's net current liabilities of HK$7,980,974 as of 31 March 2025, which indicates a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, though the opinion is not modified in this respect[238](index=238&type=chunk) - **Key Audit Matter**: The auditor identified the "Impairment assessment of property, plant and equipment, intangible assets and right-of-use assets" as a key audit matter due to the significant management estimates and judgments involved in future cash flow projections[240](index=240&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk) [Consolidated Financial Statements](index=72&type=section&id=Consolidated%20Financial%20Statements) [Financial Statement Summary](index=72&type=section&id=Financial%20Statement%20Summary) The audited financial statements show the Group achieved revenue of HK$164 million and returned to a profit of approximately HK$0.68 million for the fiscal year Core Financial Data from FY2025 Statements (HK$) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | **Consolidated Statement of Comprehensive Income** | | | | Revenue | 163,861,815 | 69,930,379 | | Profit/(Loss) for the year | 677,089 | (28,670,570) | | Basic earnings/(loss) per share | 0.62 HK cents | (48.00) HK cents | | **Consolidated Statement of Financial Position** | | | | Total Assets | 109,352,000 | 52,515,843 | | Total Liabilities | 101,614,120 | 45,377,187 | | Total Equity | 7,737,868 | 7,138,656 | | **Consolidated Statement of Cash Flows** | | | | Net cash from operating activities | 6,153,316 | (32,839,105) | | Cash and cash equivalents at year end | 1,769,519 | 9,778,940 | [Consolidated Statement of Comprehensive Income](index=72&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) [Consolidated Statement of Financial Position](index=73&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) [Consolidated Statement of Changes in Equity](index=75&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) [Consolidated Statement of Cash Flows](index=76&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) [Notes to the Financial Statements](index=77&type=section&id=Notes%20to%20the%20Financial%20Statements) [Financial Summary](index=122&type=section&id=Financial%20Summary) [Five-Year Financial Summary](index=122&type=section&id=Five-Year%20Financial%20Summary) This section summarizes key financial data from FY2021 to FY2025, showing a return to profitability in the latest year after four consecutive years of losses Five-Year Summary of Results (HK$ thousand) | For the year ended 31 March | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 163,861 | 69,930 | 95,474 | 113,652 | 103,133 | | Gross Profit | 34,973 | 9,417 | 14,692 | 24,396 | 20,298 | | Profit/(Loss) for the year | 606 | (28,671) | (20,503) | (4,447) | (12,536) | Five-Year Summary of Assets, Liabilities, and Equity (HK$ thousand) | As at 31 March | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 109,352 | 52,516 | 32,814 | 49,358 | 54,641 | | Total Liabilities | 101,614 | 45,377 | 33,495 | 29,536 | 30,372 | | Total Equity | 7,738 | 7,139 | (681) | 19,822 | 24,269 |

[Company Information](index=4&type=section&id=Company%20Information) Provides essential corporate details and contact information [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Group achieved a significant turnaround this fiscal year with substantial revenue growth and a return to profitability, driven by stringent cost control and successful overseas market expansion despite intense local competition and the termination of a new production base project Key Performance for FY2025 | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HKD 163.9 million | Approx. HKD 69.9 million | +134.4% | | Total Comprehensive Income Attributable to Equity Holders | Income Approx. HKD 0.5 million | Loss Approx. HKD 28.4 million | Turnaround to Profit | - To address intense price competition and unfeasible local production costs in the Hong Kong market, the Board decided to terminate the final construction phase of the Tsing Yi new production base to ensure the company's continued operation[10](index=10&type=chunk) - Despite challenges in the Hong Kong market, the company achieved positive results from overseas expansion in Mainland China, Taiwan, and the US, diversifying revenue streams and enhancing overall profitability by supplying printed materials, raw materials, and machinery[12](index=12&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) Provides a comprehensive review of the Group's financial performance, liquidity, capital structure, key risks, and the utilization of proceeds from fundraising activities [Financial Review](index=8&type=section&id=Financial%20Review) The Group achieved a strong financial turnaround in FY2025, with total revenue surging 134.4% due to new regional expansion and diversified sales, significantly improving gross profit margin and administrative cost control, leading to a return to profitability for equity holders Comparison of Key Income Statement Items for FY225 and FY2024 | Item | FY2025 (HKD million) | FY2024 (HKD million) | Reason for Change | | :--- | :--- | :--- | :--- | | **Revenue** | 163.9 | 69.9 | Expansion into new geographical segments and introduction of new businesses | | **Cost of Sales** | 128.9 | 60.5 | In line with revenue growth | | **Gross Profit** | 35.0 | 9.4 | Significant revenue growth and stable fixed costs | | **Gross Profit Margin** | 21.3% | 13.5% | Improved operational efficiency and economies of scale | | **Administrative and Other Expenses** | 25.3 | 32.3 | Decrease in staff costs and depreciation of right-of-use assets | | **Total Comprehensive Income Attributable to Equity Holders** | 0.5 (Profit) | -28.4 (Loss) | Increased turnover, improved operational efficiency, and cost reduction | Comparison of Key Balance Sheet Items for FY2025 and FY2024 | Item | As at March 31, 2025 (HKD million) | As at March 31, 2024 (HKD million) | Reason for Change | | :--- | :--- | :--- | :--- | | **Trade Receivables** | 58.2 | 4.6 | Increase in revenue and expansion into new business segments | | **Trade Payables** | 62.3 | 4.9 | Expansion into new business segments and increase in subcontracting services | | **Cash and Cash Equivalents** | 1.8 | 9.8 | Utilization of rights issue proceeds | [Liquidity, Financial Resources and Capital Structure](index=12&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2025, the Group reported a net current liability of approximately HKD 8.0 million and a current ratio of 0.91, with a gearing ratio of 3.8, following a capital restructuring including share consolidation and subsequent capital reduction Key Financial Ratios as at March 31, 2025 | Metric | Value | | :--- | :--- | | Net Current Liabilities | Approx. HKD 8.0 million | | Current Ratio | Approx. 0.91 | | Gearing Ratio | Approx. 3.8 | - The company implemented a share consolidation in March 2025, merging every five shares of HKD 0.05 par value into one consolidated share of HKD 0.25 par value[40](index=40&type=chunk) - The company implemented capital reduction and share subdivision in May 2025 as part of its capital restructuring[41](index=41&type=chunk) [Key Risks and Uncertainties](index=13&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces key risks including challenges in client retention, high reliance on its largest customer (31.93% of total revenue), volatility in raw material and subcontracting costs, dependence on subcontractors, and macroeconomic changes in key markets - The Group has a high dependency on its largest customer, which accounted for approximately **31.93% of total revenue** in FY2025[48](index=48&type=chunk) - Profitability is affected by fluctuations in raw material procurement and subcontracting service costs, with no guarantee of effectively passing on cost increases to customers[49](index=49&type=chunk) - Business is susceptible to changes in economic conditions in key markets such as Hong Kong, Mainland China, Taiwan, and the US, including recessions, inflation, and trade policies[52](index=52&type=chunk) [Use of Proceeds](index=15&type=section&id=Use%20of%20Proceeds) This section reviews the utilization of proceeds from the 2018 share offer and 2024 rights issue, with the HKD 24.0 million net proceeds from the share offer fully utilized and the HKD 32.7 million net proceeds from the rights issue largely used for debt repayment and rent settlement - The net proceeds of **HKD 24.0 million** from the 2018 share offer were fully utilized during FY2025[59](index=59&type=chunk) Summary of Use of Proceeds from 2024 Rights Issue (HKD million) | Estimated Use | Planned Amount (Approx.) | Utilized in FY2025 (Approx.) | Unutilized Balance (Approx.) | Expected Full Utilization Time | | :--- | :--- | :--- | :--- | :--- | | Repayment of trade and other payables | 8.6 | 8.6 | 0 | Completed | | Partial repayment of loan from a shareholder | 16.2 | 16.2 | 0 | Completed | | Settlement of additional staff salaries | 4.6 | 3.6 | 1.0 | Before March 31, 2026 | | Settlement of rental payments | 3.3 | 2.8 | 0 | Completed | | **Total** | **32.7** | **31.2** | **1.0** | | [Biographical Details of Directors and Senior Management](index=20&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides detailed biographical information for the company's executive directors, independent non-executive directors, and senior management, highlighting their diverse professional backgrounds and extensive experience in various fields - Mr. Lam Shing Tat, Chairman and CEO, is primarily responsible for the Group's overall management and strategic planning, holding approximately **65.54% of the company's share interest** through his controlled corporations and parties acting in concert as of the reporting date[66](index=66&type=chunk)[67](index=67&type=chunk) - Board members possess diverse professional backgrounds, encompassing the printing industry, import and export trade, finance leasing, accounting and finance, corporate governance, and information technology[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) - Mr. So Hang Fung, Financial Controller and Company Secretary, has over **16 years of experience** in financial and accounting management, holding multiple professional accountant and corporate governance qualifications[74](index=74&type=chunk) [Directors' Report](index=23&type=section&id=Directors'%20Report) Details the Group's business activities, financial performance, dividend policy, changes in share capital, and interests of directors and major shareholders, alongside compliance and related party matters [Business and Results](index=23&type=section&id=Business%20and%20Results) The Group primarily provides general printing services and trades printing equipment and consumables, with no dividends recommended for the year ended March 31, 2025, and no purchases, sales, or redemptions of listed securities by the company or its subsidiaries - The Board does not recommend the payment of a dividend for the year ended March 31, 2025[79](index=79&type=chunk) - On March 18, 2025, the company implemented a share consolidation, merging every five existing shares of HKD 0.05 par value into one consolidated share of HKD 0.25 par value[81](index=81&type=chunk) [Directors' and Shareholders' Interests](index=26&type=section&id=Directors'%20and%20Shareholders'%20Interests) This section discloses the interests of directors and major shareholders in the company's shares, including significant holdings by Chairman Mr. Lam Shing Tat, and confirms no material interests of directors in significant transactions or arrangements for profit from share acquisitions Directors' Interests in the Company's Shares (as at March 31, 2025) | Director's Name | Capacity / Nature of Interest | Number of Shares Held | Percentage of Shareholding (Approx.) | | :--- | :--- | :--- | :--- | | Mr. Lam Shing Tat | Interest in controlled corporation / Jointly held with others | 65,410,466 | 65.54% | | Mr. Yip Tsz Man | Spouse's interest | 950,000 | 0.95% | Concentration of Major Suppliers and Customers (for the year ended March 31, 2025) | Category | Percentage | | :--- | :--- | | Purchases from five largest suppliers as % of total purchases | Approx. 91.3% | | Purchases from largest supplier as % of total purchases | Approx. 77.0% | | Sales to five largest customers as % of total revenue | Approx. 44.6% | | Sales to largest customer as % of total revenue | Approx. 31.9% | [Compliance and Other Matters](index=31&type=section&id=Compliance%20and%20Other%20Matters) This section outlines the Group's stakeholder relationships, related party transactions, remuneration policy, and compliance, confirming no disclosable related party transactions, adherence to non-competition undertakings, and sufficient public float, with a post-period capital reduction and share subdivision completed - There were no disclosable connected transactions under Chapter 20 of the GEM Listing Rules during the year[107](index=107&type=chunk)[108](index=108&type=chunk) - Directors and controlling shareholders have confirmed compliance with non-competition undertakings, which have been reviewed by independent non-executive directors[112](index=112&type=chunk)[113](index=113&type=chunk) - Subsequent to the reporting period, the company's capital reduction and share subdivision officially became effective on May 29, 2025[119](index=119&type=chunk) [Corporate Governance Report](index=35&type=section&id=Corporate%20Governance%20Report) Details the company's corporate governance practices, board structure, committee functions, shareholder rights, and risk management and internal control systems, emphasizing adherence to governance codes [Corporate Governance Practices and the Board](index=35&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company maintains high corporate governance standards, adhering to all applicable code provisions with the sole deviation being the combined roles of Chairman and CEO, a structure deemed beneficial for strategy execution and balanced by a diverse board with sufficient independent non-executive directors - During the reporting period, the company complied with the Corporate Governance Code, with the only deviation being the combined roles of Chairman and Chief Executive Officer held by Mr. Lam Shing Tat (deviation from Code Provision C.2.1), which the Board believes enhances execution efficiency and is balanced by the Board's independence[123](index=123&type=chunk)[135](index=135&type=chunk) - The Board comprises **8 directors**, including **5 executive directors** and **3 independent non-executive directors**, meeting the Listing Rules' requirements for the number of independent non-executive directors[126](index=126&type=chunk)[136](index=136&type=chunk) - All directors have participated in continuous professional development to update their knowledge and skills[134](index=134&type=chunk) [Board Committees](index=39&type=section&id=Board%20Committees) The Board has four committees—Audit, Remuneration, Nomination, and Risk Management—all chaired by independent non-executive directors, overseeing financial reporting, remuneration policies, director nominations, and risk management, respectively, with each committee holding meetings and fulfilling its duties during the year - The Audit Committee, composed of **three independent non-executive directors** and chaired by Mr. Wong Chun Kwok with appropriate professional qualifications, held **two meetings** during the year to review financial statements and results announcements[140](index=140&type=chunk)[141](index=141&type=chunk) - The Remuneration Committee, comprising **three independent non-executive directors**, held **one meeting** during the year to review the remuneration structure and make recommendations[144](index=144&type=chunk) - The Nomination Committee, consisting of **three independent non-executive directors**, held **one meeting** during the year to review directors' independence and re-appointment matters[147](index=147&type=chunk) - The Risk Management Committee, composed of **three independent non-executive directors**, held **one meeting** during the year to review the risk management and internal control systems[157](index=157&type=chunk)[158](index=158&type=chunk) [Shareholders' Rights and Communication](index=45&type=section&id=Shareholders'%20Rights%20and%20Communication) The company prioritizes shareholder communication through a dedicated policy, outlining rights and procedures for convening extraordinary general meetings (requiring at least 10% voting rights), making inquiries, and submitting proposals, with all resolutions at general meetings decided by poll - One or more shareholders holding not less than **one-tenth of the voting rights** in the company's shares have the right to request the Board to convene an extraordinary general meeting[166](index=166&type=chunk) - The company communicates with shareholders through various channels, including annual reports, interim reports, announcements, circulars, and the company website, ensuring equal access to information for all shareholders[169](index=169&type=chunk) [Risk Management and Internal Control](index=47&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board holds ultimate responsibility for the Group's risk management and internal control systems, reviewing their effectiveness at least annually, and has established policies to safeguard assets, ensure financial reporting reliability, and comply with regulations, deeming the systems effective and adequate for the year ended March 31, 2025 - The Board confirms its responsibility for the Group's risk management and internal control systems, reviewing their effectiveness at least annually[173](index=173&type=chunk) - The Group's risk management and internal control systems are designed to manage rather than eliminate risk, providing reasonable rather than absolute assurance[173](index=173&type=chunk) - Upon review, the Board considers the risk management and internal control systems for the current fiscal year to be effective and adequate[175](index=175&type=chunk) [Environmental, Social and Governance Report](index=50&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) Outlines the Group's commitment to sustainable development, detailing its ESG governance structure, key material issues, operating practices, employment policies, and environmental performance metrics [ESG Governance and Strategy](index=50&type=section&id=ESG%20Governance%20and%20Strategy) The Group is committed to sustainable development, with the Board overseeing ESG strategy and reporting through dedicated committees, identifying six material ESG issues—including compliant operations, energy consumption, and talent attraction—as cornerstones for its sustainability initiatives - The Board assumes full responsibility for the Group's ESG strategy, materiality assessment, policies, and reporting, overseeing and executing initiatives through the Sustainability Committee and ESG Working Group[184](index=184&type=chunk)[186](index=186&type=chunk) - The Group has identified **six material ESG issues**: compliant operations, energy consumption, waste management, supply chain management, talent attraction, and occupational health and safety[187](index=187&type=chunk) [Operating Practices](index=53&type=section&id=Operating%20Practices) The Group implements stringent operating practices, including supply chain management with over 95% of raw materials sourced from China and preference for FSC-certified paper, comprehensive product quality control, customer service, privacy protection, and a strict anti-corruption policy with no related legal cases reported - The Group implements stringent supplier screening mechanisms and emphasizes green procurement, such as using Forest Stewardship Council (FSC) certified paper[188](index=188&type=chunk)[190](index=190&type=chunk) - A total of **1,311 product re-execution incidents** occurred during the reporting period, with **79% caused by human error**, and no product recalls due to copyright or health and safety reasons[198](index=198&type=chunk)[200](index=200&type=chunk) - The Group prohibits all forms of corruption and has established an anti-corruption policy and whistleblowing procedures, with no corruption-related legal cases against the Group or its employees during the reporting period[205](index=205&type=chunk) [Employment and Labor Practices](index=58&type=section&id=Employment%20and%20Labor%20Practices) The Group values its employees as key assets, fostering an equal and diverse work environment with strict prohibitions against child and forced labor, providing competitive remuneration and training for its 39 full-time employees, and prioritizing occupational health and safety with no reported work-related injuries Employee Structure (as at March 31, 2025) | Category | Breakdown | Percentage | | :--- | :--- | :--- | | **Total Headcount** | | 39 employees | | **By Gender** | Male | 46% | | | Female | 54% | | **By Age Group** | 18-29 years | 10% | | | 30-50 years | 64% | | | Over 50 years | 26% | | **By Function** | Management | 21% | | | Staff | 79% | - The Group strictly prohibits the use of child and forced labor, verifying identities during recruitment to ensure compliance with legal age requirements[209](index=209&type=chunk) - During the reporting period, the Group recorded **no work-related injuries** and no lost days due to work injuries[219](index=219&type=chunk) [Environmental Performance and Climate Change](index=61&type=section&id=Environmental%20Performance%20and%20Climate%20Change) The Group is committed to environmental protection, focusing on reducing its carbon footprint through energy-saving measures and responsible waste management, assessing climate-related risks as low but continuously monitoring them, and reporting detailed environmental KPIs for emissions and resource consumption Key Environmental Performance Indicators for FY2025 | Indicator | Unit | FY2025 Value | Intensity (per HKD million revenue) | | :--- | :--- | :--- | :--- | | **Total GHG Emissions** | tonnes of CO2 equivalent | 357 | 2.18 | | Scope 2 (Indirect Emissions) | tonnes of CO2 equivalent | 560 | 3.42 | | **Electricity Consumption** | kWh | 800,464 | 4,884.15 | - The Group has implemented various energy-saving measures, including zoning lighting, maintaining eco-friendly office temperatures (**24-26℃**), and switching off non-essential equipment during lunch breaks, to reduce electricity consumption[221](index=221&type=chunk)[223](index=223&type=chunk) - Based on the assessment of climate-related risks, the Board believes the Group faces low substantive risks, but customer expectations regarding environmental image may present market and reputational risks and opportunities[227](index=227&type=chunk)[229](index=229&type=chunk) [Independent Auditor's Report](index=67&type=section&id=Independent%20Auditor's%20Report) The independent auditor, BDO Limited, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, while highlighting a material uncertainty related to going concern due to net current liabilities and identifying impairment assessment of property, plant, equipment, intangible assets, and right-of-use assets as a key audit matter - The auditor issued an **unmodified opinion** on the consolidated financial statements, deeming them to present fairly the Group's financial position and performance[237](index=237&type=chunk) - The report specifically draws attention to a **"material uncertainty related to going concern"** as the Group recorded **net current liabilities of HKD 7,980,974** as of March 31, 2025[239](index=239&type=chunk) - A key audit matter is the **"impairment assessment of property, plant and equipment, intangible assets, and right-of-use assets"**, due to significant estimates and judgments made by management regarding cash flow forecasts[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) [Financial Statements and Summary](index=72&type=section&id=Financial%20Statements%20and%20Summary) Presents the Group's consolidated financial statements, including income, balance sheet, and cash flow summaries, along with selected notes detailing accounting policies, segment reporting, and capital changes, concluding with a five-year financial overview [Consolidated Financial Statements](index=72&type=section&id=Consolidated%20Financial%20Statements) The Group's consolidated financial statements for the year ended March 31, 2025, show a significant turnaround from loss to profit, with revenue growing 134.4% to HKD 163.9 million, resulting in a profit of HKD 0.677 million for the year, and positive net cash flow from operations Summary of Consolidated Statement of Comprehensive Income | Item (HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 163,861,815 | 69,930,379 | | Gross Profit | 34,972,964 | 9,416,776 | | Operating Profit / (Loss) | 3,273,320 | (28,298,538) | | Profit / (Loss) for the Year | 677,089 | (28,670,570) | | Basic Earnings / (Loss) Per Share | 0.62 HK cents | (48.00) HK cents | Summary of Consolidated Statement of Financial Position | Item (HKD) | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 109,352,988 | 52,515,843 | | Total Liabilities | 101,614,120 | 45,377,187 | | **Total Equity** | **7,737,868** | **7,138,656** | | Current Assets | 83,282,613 | 22,879,705 | | Current Liabilities | 91,263,587 | 29,727,855 | | **Net Current Liabilities** | **(7,980,974)** | **(6,848,150)** | Summary of Consolidated Statement of Cash Flows | Item (HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash From / (Used In) Operating Activities | 6,153,316 | (32,839,105) | | Net Cash (Used In) / From Investing Activities | (5,315,337) | 2,000,875 | | Net Cash (Used In) / From Financing Activities | (8,890,806) | 35,658,315 | | Cash and Cash Equivalents at Year End | 1,769,519 | 9,778,940 | [Notes to the Financial Statements (Selected)](index=77&type=section&id=Notes%20to%20the%20Financial%20Statements%20(Selected)) Selected notes to the financial statements detail accounting policies and key estimates, including the going concern assumption despite net current liabilities, segment reporting for general printing services and trading of equipment, and significant changes in share capital and related party transactions during the year - Despite **net current liabilities of HKD 7.98 million**, the directors consider the preparation of financial statements on a going concern basis appropriate, based on plans to improve liquidity, including a **HKD 15 million loan facility** granted by controlling shareholder Mr. Lam Shing Tat[266](index=266&type=chunk)[267](index=267&type=chunk) - The Group's business has been reorganized into two reportable segments: **"Provision of general printing services"** (revenue **HKD 147 million**) and **"Trading of printing equipment and consumables"** (revenue **HKD 16.96 million**)[316](index=316&type=chunk)[317](index=317&type=chunk) - Multiple capital reorganizations occurred during the year, including the 2023 share consolidation, rights issue, and 2025 share consolidation, significantly altering the number of issued shares and par value[366](index=366&type=chunk) [Financial Summary](index=122&type=section&id=Financial%20Summary) This section provides a five-year financial summary, showing the Group's revenue reaching a five-year high in FY2025 and a return to profitability after four consecutive years of losses, with total equity recovering to positive values for two consecutive years Five-Year Financial Summary (HKD thousand) | For the Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 163,861 | 69,930 | 95,474 | 113,652 | 103,133 | | **Profit / (Loss) for the Year** | 606 | (28,671) | (20,503) | (4,447) | (12,536) | | **Total Assets** | 109,352 | 52,516 | 32,814 | 49,358 | 54,641 | | **Total Liabilities** | 101,614 | 45,377 | 33,495 | 29,536 | 30,372 | | **Total Equity** | 7,738 | 7,139 | (681) | 19,822 | 24,269 |

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不對因本公告全部或任何部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。 二零二五年中期業績公告 合 併 營 業 收 入： 人民幣1,120.32億 元 歸 屬 於 本 公 司 權 益 持 有 者 的 淨 利 潤： 人民幣95.78億 元 每 股 收 益： 人民幣0.52元 中期業績 華 能 國 際 電 力 股 份 有 限 公 司（「本公司」或「公 司」）董 事 會 在 此 宣 佈 其 截 至 二零二五年六月三十日止六個月未經審計的經營結果以及與上年同期 之 經 營 結 果 的 比 較。截 至 二 零 二 五 年 六 月 三 十 日 止 的 六 個 月，本 公 司 及 其子公司取得合併營業收入人民幣1,120.32億 元，同 比 下 降5.70%；歸 屬 於本公司權益持有者的淨利潤人民幣95.78億 元，同 比 增 長23.19%；每 股 收益為人民幣0.52元，每 股 淨 資 產（不 含 少 數 股 東 權 ...