(Incorporated in the Cayman Islands with limited liability) 於開曼群島註冊成立的有限公司 STOCK CODE 股份代號 : 2080 ANNUAL REPORT 年度報告 Contents 目錄 2 Corporate Information 公司資料 4 Chairman's Statement 主席報告 8 Management Discussion and Analysis 管理層討論與分析 15 Biographical Details of Directors and Senior Management 董事及高級管理層之簡歷 19 Corporate Governance Report 企業管治報告 37 Environmental, Social and Governance Report 環境、社會及管治報告 98 Report of the Directors 董事會報告 114 Independent Auditor's Report 獨立核數師報告 122 Consolidated Statement of Profit or ...

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依賴該等內容而引致的任何損失承擔任何責任。 HISENSE HOME APPLIANCES GROUP CO., LTD. 海信家電集團股份有限公司 （在中華人民共和國註冊成立的股份有限公司） （ 股份代號： 00921） 二零二五年中期業績公告 海信家電集團股份有限公司（「公司」、「本公司」）董事會（「董事會」）謹此 公佈本公司及其附屬公司（統稱「本集團」）截至2025年6月30日止六個月（「本報 告期」）未經審計之中期業績，及2024年同期的比較數字，本報告期未經審計之中 期業績已經本公司第十二屆董事會審計委員會（「審計委員會」）審閱。 按照中國企業會計準則編制的財務數據 （除特別注明外，金額單位為人民幣元） 合併資產負債表 | 項 目 | 附注 | 2025 年 6 月 30 日 | 2025 年 1 月 日 | 1 | | --- | --- | --- | --- | --- | | | | （未經審計） | （經審計） | | | 流 ...

[Company Profile](index=14&type=section&id=Company%20Profile) The group is a comprehensive fintech entity focusing on digital banking, payments, and lottery, aiming to be a global leader leveraging Macau's strategic advantages for financial digitalization and blockchain innovation [About the Group](index=14&type=section&id=About%20the%20Group) AGTech is a comprehensive fintech group with core businesses in digital banking, digital payments, local consumer services, and lottery, serving as the exclusive lottery platform for Alibaba and Ant Group - The company's core businesses are categorized into four segments: **Digital Banking**, **Digital Payments**, **Local Consumer Services**, and **Lottery Operations**[28](index=28&type=chunk) - The Group serves as the exclusive lottery platform for Alibaba Group and Ant Group, and is an associate member of the World Lottery Association (WLA) and Asia Pacific Lottery Association (APLA)[27](index=27&type=chunk) [Corporate Strategy and Objectives](index=15&type=section&id=Corporate%20Strategy%20and%20Objectives) AGTech aims to be a leading global comprehensive fintech group, focusing on digital banking, payments, and local consumer services, leveraging Macau's strategic advantages to drive financial digitalization and blockchain finance in the Web 3.0 era - The company's strategic goal is to become a leading global comprehensive fintech group, meeting market demands in **digital banking, payments, local services, and lottery**[30](index=30&type=chunk) - Future plans include leveraging Macau's strategic advantages (free port, independent currency system, open financial innovation) to promote **blockchain finance development** in the Greater Bay Area through a one-stop digital life and financial platform, cross-border fintech, and blockchain technology[30](index=30&type=chunk) [Chairman's Statement](index=20&type=section&id=Chairman%27s%20Statement) Chairman Mr. Sun Hao reported the Group's adherence to its fintech strategy, building a digital business ecosystem through the acquisition of Ant Bank (Macau), achieving significant growth in digital banking clients and payments, empowering Macau's cultural tourism, and planning to advance blockchain finance - Acquired a controlling stake in Ant Bank (Macau) in September 2024, establishing a digital business ecosystem encompassing **digital banking, digital payments, and digital local consumer services**[41](index=41&type=chunk) Key Operating Data for the Review Period | Metric | Data | | :--- | :--- | | Total Digital Banking Customers | Doubled growth compared to previous fiscal year-end | | Total Digital Banking Deposits | Increased by approximately **2.8 times** compared to previous fiscal year-end | | MPay E-wallet Registered Users | Nearly **1.5 million** | | MPay Cross-border Payment Service User Growth | Approximately **148%** | | Macau Pass Card Cumulative Issuance | Over **5 million** cards | - Launched the 'Macau Pass - National Pass Card', supporting public transportation in over **300 cities** across Hong Kong, Macau, and mainland China, promoting Greater Bay Area connectivity[42](index=42&type=chunk) - Through the 'Ticketing+' diversified service system, supported over **200 major performances and events** in Macau, deeply empowering Macau's cultural tourism industry[44](index=44&type=chunk) - Future plans include leveraging Macau's strategic advantages (free port + independent currency system + open financial innovation) to launch the 'Macau Web 3.0 Think Tank', focusing on blockchain financial policy research and RWA technical standard setting to promote **blockchain finance development**[47](index=47&type=chunk) [Corporate Governance Report](index=26&type=section&id=Corporate%20Governance%20Report) The report details the company's commitment to high corporate governance standards, adherence to GEM Listing Rules, board structure, committee functions, diversity initiatives, and shareholder rights [Corporate Governance Practices](index=26&type=section&id=Corporate%20Governance%20Practices) The company is committed to high corporate governance standards, largely complying with GEM Listing Rules' Code, though noting deviations like the Chairman and CEO roles being combined, which the company believes ensures stable leadership - The company has adopted the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, applying its principles to board meetings, composition, and director appointments[52](index=52&type=chunk) - The report disclosed seven deviations from the Code provisions, including the **Chairman and CEO roles being combined**, the **Chairman being exempt from retirement by rotation**, and the **absence of a dividend policy**[54](index=54&type=chunk)[57](index=57&type=chunk)[59](index=59&type=chunk) [Board and Committees](index=30&type=section&id=Board%20and%20Committees) The Board is the company's highest decision-making body, supported by five committees—Remuneration, Nomination, Corporate Governance, Audit, and Risk Management & Internal Control—to oversee corporate policy, business strategy, and risk management [Board of Directors](index=30&type=section&id=Board%20of%20Directors) The Board is responsible for the Group's strategic planning and major financial matters, with membership changes during the review period maintaining independent non-executive directors and ensuring their independence - The Board is the highest decision-making body, responsible for **corporate policy formulation, business strategy planning, risk management, and major capital transactions**[62](index=62&type=chunk) - During the review period, Board membership changes included the resignation of Mr. Dong Benhong, retirement of Mr. Zou Liang, and appointment of Mr. Chan Ka Leung and Ms. Yuen Kit Ming as **independent non-executive directors**[63](index=63&type=chunk) [Board Committees](index=41&type=section&id=Board%20Committees) The company has five Board committees: Remuneration, Nomination, Corporate Governance, Audit, and Risk Management & Internal Control, each responsible for specific areas such as compensation policy, director nominations, governance oversight, financial reporting, and risk identification and monitoring - **Remuneration Committee**: Composed of independent non-executive directors, responsible for setting remuneration policies and recommending director compensation packages, holding four meetings during the review period to deliberate on director remuneration and award share grants[92](index=92&type=chunk)[94](index=94&type=chunk) - **Nomination Committee**: Composed of the Chairman and independent non-executive directors, responsible for formulating nomination policies, reviewing Board composition, and assessing director independence, holding two meetings during the review period to review director tenure and independence, and nominate new directors[96](index=96&type=chunk)[97](index=97&type=chunk) - **Audit Committee**: Composed of independent non-executive directors, responsible for reviewing financial reporting processes and risk management and internal control systems, holding three meetings during the review period to review interim and annual results and meet with external auditors[106](index=106&type=chunk) - **Risk Management and Internal Control Committee**: Composed of the CEO, CFO/Company Secretary, and Head of Internal Audit, responsible for implementing risk management and internal control systems, holding two meetings during the review period to confirm the effectiveness and adequacy of the Group's risk management and internal control systems[109](index=109&type=chunk)[111](index=111&type=chunk)[116](index=116&type=chunk) [Diversity](index=56&type=section&id=Diversity) The company has adopted a Board diversity policy with measurable targets for gender, age, nationality, and tenure, achieving these goals, and also focuses on employee gender diversity Board Diversity Target Achievement (As of Reporting Date) | Category | Composition | Measurable Target | Achieved | | :--- | :--- | :--- | :--- | | **Gender** | 4 Male (57%), 3 Female (43%) | Both male and female participation | ✓ | | **Age** | 40-49 years (43%), 50-69 years (57%) | Age range spanning at least ten years | ✓ | | **Nationality/Region** | Mainland China (43%), Hong Kong (43%), Macau (14%) | More than one nationality or regional identity | ✓ | | **Tenure** | <3 years (43%), 3-6 years (29%), >7 years (29%) | Different lengths of service | ✓ | | **Designated Roles** | Executive (29%), Non-executive (29%), Independent Non-executive (43%) | Significant proportion of non-executive directors | ✓ | - As of March 31, 2025, the Group's total workforce was **368 employees**, with **217 males (approximately 59%)** and **151 females (approximately 41%)**[140](index=140&type=chunk)[141](index=141&type=chunk) [Shareholder Rights](index=66&type=section&id=Shareholder%20Rights) The report clarifies key shareholder rights, including procedures for convening extraordinary general meetings, proposing resolutions, and nominating directors, with clear channels for shareholder inquiries - Shareholders holding not less than **one-tenth of the company's paid-up capital** have the right to request the Board to convene an extraordinary general meeting to consider proposals in their written request[154](index=154&type=chunk) - Shareholders can submit inquiries to the Company Secretary via mail, phone, or email, or directly ask questions to the Board at general meetings[157](index=157&type=chunk) [Management Discussion and Analysis of Group Performance and Business](index=72&type=section&id=Management%20Discussion%20and%20Analysis%20of%20Group%20Performance%20and%20Business) This section provides an overview of the industry landscape, a detailed review of the Group's business segments, and an analysis of its financial performance during the reporting period [Industry Overview](index=74&type=section&id=Industry%20Overview) The report analyzes the macroeconomic environment of Macau's banking, digital payment, local consumer, and China's lottery industries, noting stable financial growth, record digital payment transactions, and booming lottery sales - **Macau Banking Sector**: As of March 2025, total assets reached **MOP2.4 trillion**, with 2024 profits decreasing by **21.3%** year-on-year, yet capital adequacy and liquidity remain above regulatory requirements, indicating overall stability[172](index=172&type=chunk) - **Macau Digital Payment Market**: In 2024, transaction volume increased by **17.9%** year-on-year to **355 million transactions**, with total transaction value rising by **7.8%** to **MOP30.3 billion**, facing challenges such as low tourist spending, intense competition, and consumer outflow[174](index=174&type=chunk)[175](index=175&type=chunk) - **China Lottery Market**: In 2024, national lottery sales reached **RMB623.486 billion**, a year-on-year increase of **7.6%**, surpassing the **RMB600 billion** mark for the first time[178](index=178&type=chunk) [Business Review](index=78&type=section&id=Business%20Review) This year, all Group business segments made significant progress, with digital banking and payments achieving substantial growth, local consumer services integrating into Macau's cultural tourism, and the lottery business winning tenders despite a decline in offline sales - **Digital Banking Business**: Ant Bank (Macau) saw its total customer base **double** and total deposits increase by approximately **2.8 times** compared to the previous fiscal year-end, establishing full-chain services for deposits, loans, wealth management, and investments, maintaining industry-leading capital adequacy[180](index=180&type=chunk)[210](index=210&type=chunk) - **Digital Payment Business**: Macau Pass card cumulative issuance exceeded **5 million**, with the launch of the 'National Pass Card'; MPay e-wallet registered users reached approximately **1.5 million**, and cross-border payment user growth was **148%**; acquiring business covered approximately **90%** of local merchants in Macau[182](index=182&type=chunk)[200](index=200&type=chunk)[202](index=202&type=chunk) - **Local Consumer Services Business**: Leveraging MPay and Macau Pass networks, value was created for merchants through the mCoin and mPass platforms, strategic cooperation was achieved with Huawei, and over **200 major performances and events** were supported via the 'Ticketing+' model[203](index=203&type=chunk)[204](index=204&type=chunk) - **Lottery Business**: Won **17 lottery hardware tenders**, with offline lottery agency sales revenue of approximately **HKD75.65 million**, a year-on-year decrease of approximately **28%**, primarily due to insufficient supply of instant tickets[205](index=205&type=chunk)[211](index=211&type=chunk) [Financial Performance Review](index=89&type=section&id=Financial%20Performance%20Review) For the 12-month period ended March 31, 2025, the Group recorded revenue of approximately **HKD615 million**, with operating loss expanding to **HKD71.8 million** and a net loss of **HKD98.6 million**, primarily due to fair value loss on a loan and decreased finance income, while maintaining a sound financial position - Due to a change in fiscal year-end, the current reporting period is **12 months** (ended March 31, 2025), while the comparative period was **15 months** (ended March 31, 2024), making the data not directly comparable[212](index=212&type=chunk) Annual Financial Performance Summary (HKD) | Metric | Year Ended March 31, 2025 | Fifteen Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Revenue** | **615 million** | **767 million** | | **Operating Loss** | **71.8 million** | **44.8 million** | | **(Loss)/Profit for the Year/Period** | **(98.6 million)** | **30.7 million** | - Key reasons for the shift from profit to loss during the year include: **fair value loss of approximately HKD70.9 million** on a convertible term loan to an Indian joint venture, a **decrease in finance income of approximately HKD32.2 million**, and a **one-off loss provision of approximately HKD10.3 million** for a trade receivable[218](index=218&type=chunk) - As of March 31, 2025, the Group's total assets were approximately **HKD6.245 billion**, with a current ratio of approximately **1.3**, indicating sufficient financial resources, and Ant Bank (Macau)'s capital adequacy ratio was approximately **56.0%**, significantly above the **8%** minimum regulatory requirement[220](index=220&type=chunk) [Directors' Report](index=106&type=section&id=Directors%27%20Report) This report details the Group's connected transactions, share option and award schemes, and provides a comprehensive review of business operations and key risk factors [Connected Transactions and Continuing Connected Transactions](index=109&type=section&id=Connected%20Transactions%20and%20Continuing%20Connected%20Transactions) The report details significant transactions with connected parties, primarily Alibaba and Ant Group, including capital injection into Ant Bank (Macau) and various continuing connected transactions for services, all with annual caps and reviewed by independent non-executive directors - **Connected Transactions**: The Group's indirect wholly-owned subsidiary, mFinance, along with connected parties including Alipay (Macau) Holdings, jointly injected capital into Ant Bank (Macau) to maintain their respective equity proportions and meet funding needs, with mFinance's subscription constituting a connected transaction for the company[269](index=269&type=chunk)[272](index=272&type=chunk) - **Continuing Connected Transactions with Alibaba Group**: Includes the **2023 Retail Link Cooperation Agreement** for lottery sales (ceased to be a continuing connected transaction in March 2024) and a **Technology Service Framework Agreement** for procuring cloud computing and e-commerce technology services from Alibaba Cloud with annual caps until March 31, 2027[274](index=274&type=chunk)[279](index=279&type=chunk)[281](index=281&type=chunk)[286](index=286&type=chunk) - **Continuing Connected Transactions with Ant Group**: Includes **Macau Pass acquiring services** for Alipay entities, **Macau Pass payment and related services** (mutual provision of technology, clearing, user referral), **Ant Bank (Macau) Framework Agreement** for resource sharing and technology services from Ant Group, and **Deposit Service Framework Agreement** allowing the Group to place deposits with Ant Bank (Macau) with a maximum daily deposit limit[290](index=290&type=chunk)[297](index=297&type=chunk)[307](index=307&type=chunk)[315](index=315&type=chunk) [Share Option and Share Award Schemes](index=139&type=section&id=Share%20Option%20and%20Share%20Award%20Schemes) The company operates share option and award schemes to incentivize employees, with the 2014 Share Option Scheme terminated and replaced by the 2024 scheme, and significant share awards granted, vested, and forfeited during the review period - **2014 Share Option Scheme**: Terminated on September 9, 2024, with no share options granted, exercised, cancelled, or lapsed during the review period[347](index=347&type=chunk)[351](index=351&type=chunk) - **2024 Share Option Scheme**: Adopted on September 9, 2024, with a ten-year validity, and no share options granted as of March 31, 2025[352](index=352&type=chunk)[357](index=357&type=chunk) - **Share Award Scheme**: During the review period, a total of **104,247,421 award shares** were granted to **104 eligible persons**, including directors and employees[366](index=366&type=chunk) Share Award Scheme Movements (Year Ended March 31, 2025) | Item | Number of Shares | | :--- | :--- | | Outstanding as of April 1, 2024 | **106,565,450** | | Granted during the year | **104,247,421** | | Vested during the year | **(39,239,020)** | | Forfeited during the year | **(22,400,000)** | | **Outstanding as of March 31, 2025** | **149,173,851** | [Business Review and Risk Factors](index=161&type=section&id=Business%20Review%20and%20Risk%20Factors) This section provides a comprehensive review of the Group's business and identifies key risks, including regulatory dependence and market competition in digital banking and payments, policy uncertainties in China's lottery business, and geopolitical impacts on overseas investments, with risk mitigation through internal controls and stakeholder engagement - Key risks faced by the Group include: **Digital banking and payment business risks** (reliance on Macau Monetary Authority licenses, intense market competition, and economic downturn impact on asset quality); **China regulatory uncertainties** (potential policy restrictions on lottery products, changes in issuance fee ratios, and uncertain opening of mobile/internet lottery agency channels); and **Geopolitical risks** (potential adverse impacts on overseas investments, such as in India, due to geopolitical tensions)[409](index=409&type=chunk)[411](index=411&type=chunk) - The Group formulates risk management measures through its Risk Management and Internal Control Committee, regularly consulting with the Corporate Compliance and Legal Department to ensure compliance with relevant laws and regulations in mainland China and Macau[412](index=412&type=chunk) - The report emphasizes relationships with key stakeholders including **shareholders, business partners, employees, suppliers, customers, regulators, and the community**, outlining specific measures to maintain these relationships[423](index=423&type=chunk)[424](index=424&type=chunk) [Financial Summary](index=172&type=section&id=Financial%20Summary) This section provides a summary of the Group's performance, assets, and liabilities for the past five financial years/reporting periods, showing revenue of HKD615 million and total assets increasing to HKD6.245 billion in FY2025 (12 months), primarily due to the consolidation of assets after the acquisition of Ant Bank (Macau) Five-Year Financial Summary (HKD '000) | Metric | Year Ended March 31, 2025 | Fifteen Months Ended March 31, 2024 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **614,968** | **766,583** | **351,414** | **253,242** | **161,649** | | **Operating Loss** | **71,826** | **44,778** | **129,715** | **65,785** | **131,087** | | **(Loss)/Profit Attributable to Owners** | **(90,432)** | **31,860** | **(126,700)** | **(63,633)** | **(121,372)** | | **Total Assets** | **6,244,605** | **3,729,660** | **6,422,104** | **3,081,673** | **3,148,432** | | **Total Liabilities** | **(3,484,010)** | **(1,076,846)** | **(3,759,265)** | **(195,533)** | **(205,118)** | | **Net Assets** | **2,760,595** | **2,652,814** | **2,662,839** | **2,886,140** | **2,943,314** | [Financial Statements](index=175&type=section&id=Financial%20Statements) This section presents the independent auditor's report, the Group's consolidated financial statements, and detailed notes explaining accounting policies and financial performance [Independent Auditor's Report](index=175&type=section&id=Independent%20Auditor%27s%20Report) PricewaterhouseCoopers issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, identifying goodwill impairment assessment as a key audit matter due to significant judgment - PricewaterhouseCoopers issued an **unmodified audit opinion**[440](index=440&type=chunk) - A key audit matter is **goodwill impairment assessment**; as of March 31, 2025, the Group's goodwill was **HKD1.546 billion**, a significant carrying amount with considerable estimation uncertainty, warranting auditor focus[446](index=446&type=chunk)[447](index=447&type=chunk) [Consolidated Financial Statements](index=180&type=section&id=Consolidated%20Financial%20Statements) This section includes the Group's four core financial statements, showing a net loss for the review period but a significant increase in total assets due to the Ant Bank (Macau) acquisition, and positive operating cash flow Consolidated Statement of Profit or Loss Summary (HKD '000) | Item | Year Ended March 31, 2025 | Fifteen Months Ended March 31, 2024 | | :--- | :--- | :--- | | Revenue | **614,968** | **766,583** | | Operating Loss | **(71,826)** | **(44,778)** | | **(Loss)/Profit for the Year/Period** | **(98,567)** | **30,716** | | Attributable to Owners of the Company | **(90,432)** | **31,860** | Consolidated Statement of Financial Position Summary (HKD '000) | Item | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **6,244,605** | **3,729,660** | | Non-current Assets | **2,059,709** | **1,998,092** | | Current Assets | **4,184,896** | **1,731,568** | | **Total Liabilities** | **3,484,010** | **1,076,846** | | Current Liabilities | **3,346,898** | **950,123** | | **Total Equity** | **2,760,595** | **2,652,814** | Consolidated Statement of Cash Flows Summary (HKD '000) | Item | Year Ended March 31, 2025 | Fifteen Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | **1,169,540** | **(2,584,140)** | | Net Cash Used in Investing Activities | **(459,883)** | **(214,564)** | | Net Cash from Financing Activities | **16,532** | **(48,367)** | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | **726,189** | **(2,847,071)** | [Notes to the Consolidated Financial Statements](index=189&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations of accounting policies, key estimates, and financial statement items, highlighting business combinations, goodwill impairment, financial instrument risk management, segment information, and connected party transactions - **Business Combination**: On September 2, 2024, the Group completed the acquisition of a controlling interest in Ant Bank (Macau), with a total consideration transferred at fair value of **HKD275 million**, recognizing identifiable net assets at fair value of **HKD365 million**, resulting in **goodwill of HKD87.04 million**[737](index=737&type=chunk)[738](index=738&type=chunk)[739](index=739&type=chunk) - **Goodwill Impairment Assessment**: The Group performs annual impairment tests on goodwill; the recoverable amounts for the lottery and digital payment cash-generating units are determined using the market approach (EV/S ratio), while the digital banking business uses the value-in-use method (discounted cash flows), with management concluding no impairment was necessary as of March 31, 2025[643](index=643&type=chunk)[644](index=644&type=chunk)[646](index=646&type=chunk) - **Segment Information**: The Group reports across three segments: digital payment and related businesses, digital banking business, and lottery business; for the year ended March 31, 2025, the lottery business recorded the highest segment result of **HKD53.46 million**, while both digital payment and digital banking businesses recorded losses[604](index=604&type=chunk)[605](index=605&type=chunk) - **Fair Value Changes of Financial Assets**: A fair value loss of approximately **HKD70.92 million** was recognized during the year on a convertible term loan provided to an Indian joint venture, with its fair value decreasing from approximately **HKD81.91 million** to approximately **HKD10.99 million**[703](index=703&type=chunk)[706](index=706&type=chunk)

(於開曼群島註冊成立的有限公司) 股份代號: 1653 年 報 MOS HOUSE GROUP LIMITED ANNUAL REPORT 2025 年報 ANNUAL REPORT Stock Code: 1653 (Incorporated in the Cayman Islands with limited liability) 目 錄 | | | | | | | | | | 2 | | | | 公司資料 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 主 | 席 | 報 | | | | | | | 3 | | | | | 告 | | | | | 管 | 理 | | 論 | 及 | 析 | | | | 5 | | | | | 層 討 | | | 分 | | 董 | 事 | | 級 | 管 | 層 | 的 | 履 | 歷 | 0 | 詳 | 情 | 1 | | 及 高 | | | 理 | | 企 | 業 | | ...

LISI GROUP (HOLDINGS) LIMITED 利時集團 ( 控 股 ) 有限公司 Annual Report 2025年報 (Incorporated in Bermuda with limited liability) ( 於百慕達註冊成立之有限公司 ) Stock Code 股份代號 : 526 目 錄 | 公司資料 | 2 | | --- | --- | | 董事及高級管理人員簡介 | 3 | | 主席報告書 | 6 | | 管理層討論及分析 | 8 | | 企業管治報告 | 13 | | 董事會報告 | 24 | | 獨立核數師報告 | 34 | | 綜合損益表 | 40 | | 綜合損益及其他全面收益表 | 41 | | 綜合財務狀況表 | 42 | | 綜合權益變動表 | 44 | | 綜合現金流量表 | 45 | | 財務報表附註 | 47 | | 投資物業列表 | 112 | | 金融產品列表 | 113 | | 五年財政年度之撮要 | 114 | 公司資料 公司資料 董事會 執行董事 李立新先生 （主席） 程建和先生 金亞雪女士 獨立非執行董事 冼易先生 何誠穎先生 鄺焜堂先生 ...

[Corporate Information](index=2&type=section&id=Corporate%20Information) The company's board includes executive and independent directors, supported by audit, remuneration, and nomination committees, with key banking and auditing relationships - The company's Board of Directors comprises one executive director, one non-executive director, and three independent non-executive directors, supported by Audit, Remuneration, and Nomination and Corporate Governance Committees[3](index=3&type=chunk)[4](index=4&type=chunk) - The company's principal bankers are Agricultural Bank of China, China Construction Bank, Industrial and Commercial Bank of China, and Bank of Communications, with HLB Hodgson Impey Cheng Limited as its auditor[8](index=8&type=chunk) [Management's Statement](index=5&type=section&id=Management's%20Statement) This section details the company's annual performance, strategic adjustments, and future outlook amidst challenging economic conditions and market changes [Results for the Year](index=6&type=section&id=Results%20for%20the%20Year) For FY2025, the Group significantly narrowed its annual loss despite revenue and gross profit declines, driven by strategic cost controls and a refund of overcharged dialysis fees amidst economic challenges FY2025 Performance Overview (HKD) | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change (HKD) | | :--- | :--- | :--- | :--- | | Total Revenue | Approx. 161.7 million | Approx. 181.1 million | ▼ Approx. 19.4 million | | Gross Profit | Approx. 50.35 million | Approx. 54.74 million | ▼ Approx. 4.39 million | | Loss for the Year Attributable to Owners of the Company | Approx. 6.62 million | Approx. 39.98 million | ▼ Approx. 33.36 million (Loss narrowed) | - The Group's loss for the year was primarily attributed to the refund of certain overcharged fees related to hemodialysis treatment to relevant county medical insurance bureaus[14](index=14&type=chunk)[16](index=16&type=chunk) - To address market changes, the Group implemented several business strategy adjustments, including streamlining China market operations for cost control, effective cash flow management, and a more cautious approach to business expansion plans[13](index=13&type=chunk) [Outlook and Future Prospects](index=7&type=section&id=Outlook%20and%20Future%20Prospects) The Group plans to focus resources on expanding its hemodialysis treatment and consulting services through new self-operated centers and hospital consulting, aiming to capitalize on the significant unmet market demand in China and enhance shareholder returns - The Group's core future strategy is to concentrate resources on developing hemodialysis treatment and consulting services, planning expansion through both organic growth and acquisitions[17](index=17&type=chunk) - Specific expansion measures include establishing new self-operated hemodialysis treatment centers in China and providing hemodialysis consulting services to hospitals to expand operational scale and market penetration[18](index=18&type=chunk) - The Group will continue to monitor various investment opportunities to identify suitable businesses and projects for shareholders, aiming to enhance shareholder returns[20](index=20&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed analysis of the Group's financial performance, business segments, liquidity, and key risks for the reporting period [Financial Highlights](index=9&type=section&id=Financial%20Highlights) In FY2025, the Group's total revenue and gross profit declined, but operating and annual losses significantly narrowed due to cost control and no goodwill impairment, with increased cash and cash equivalents FY2025 Financial Highlights (HKD) | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 161.7 million | 181.1 million | -10.71% | | Gross Profit | 50.35 million | 54.74 million | -8.03% | | Operating Loss | 4.09 million | 39.44 million | -89.63% | | Loss for the Year Attributable to Owners of the Company | 6.62 million | 39.98 million | -83.45% | | Basic and Diluted Loss Per Share | 1.18 HK cents | 7.14 HK cents | -83.47% | | Cash and Cash Equivalents | 24.08 million | 18.23 million | +32.12% | | Final Dividend | Not Recommended | Nil | - | [Business Review](index=10&type=section&id=Business%20Review) In FY2025, the Group's total revenue declined due to economic slowdown and reduced medical insurance rates, with pharmaceutical wholesale slightly down and hemodialysis revenue significantly lower, yet the latter achieved profitability through cost control Segment Revenue and Results (HKD) | Business Segment | FY2025 Revenue (HKD) | YoY Change | FY2025 Result (HKD) | | :--- | :--- | :--- | :--- | | Pharmaceutical Wholesale and Distribution | 50.49 million | -2.03% | Loss 1.2 million | | Hemodialysis Treatment and Consulting | 111.2 million | -14.17% | Profit 7.36 million | - The primary reason for the decline in hemodialysis business revenue was the reduction in fixed payment rates for hemodialysis treatment services by relevant county medical insurance bureaus[31](index=31&type=chunk)[45](index=45&type=chunk) - The hemodialysis business segment achieved profitability primarily due to no goodwill impairment loss provision required this year and the implementation of stringent cost control measures[44](index=44&type=chunk) [Financial Review](index=12&type=section&id=Financial%20Review) In FY2025, the Group significantly narrowed its annual loss to HKD6.616 million through effective cost controls across sales, administrative, and finance expenses, with the loss primarily due to a HKD5.5 million refund of overcharged hemodialysis fees - Sales and distribution expenses decreased by **10.39%** year-on-year, primarily due to reduced marketing and logistics costs[47](index=47&type=chunk) - Administrative expenses decreased by **20.29%** year-on-year, mainly due to reductions in general office expenses such as depreciation, staff costs, and share-based payments[52](index=52&type=chunk) - One primary reason for the annual loss was the Group's hemodialysis centers refunding approximately **HKD5.5 million** in overcharged service fees for hemodialysis treatment collected between 2021 and 2024, as requested by the medical insurance bureau, which legal opinion deemed a refund request and not a violation[59](index=59&type=chunk) [Liquidity and Financial Resources](index=15&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group maintained a stable financial position with increased cash and cash equivalents, improved liquidity ratio, and a reduced debt-to-asset ratio, with no significant contingent liabilities or capital commitments Liquidity and Financial Position Indicators | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | 24.083 million HKD | 18.228 million HKD | | Current Ratio | 1.95 | 1.92 | | Debt-to-Asset Ratio | Zero | 0.08 | - As of March 31, 2025, the Group had no significant capital commitments or contingent liabilities[63](index=63&type=chunk)[64](index=64&type=chunk) [Principal Risks and Uncertainties](index=16&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces market, foreign exchange, goodwill impairment, and liquidity risks, managed through proactive policy interpretation, controlled currency exposure, careful cash flow monitoring, and prudent assumptions for impairment tests - Market Risk: Primarily stems from changes in Chinese government policies, with the Group maintaining a management team responsible for collecting, interpreting, and formulating response measures[73](index=73&type=chunk) - Foreign Exchange Risk: Controllable as the vast majority of the Group's transactions are denominated in RMB and HKD, with no formal hedging policy implemented[74](index=74&type=chunk) - Goodwill Impairment Risk: Goodwill impairment tests are based on forecasts of future cash flows, involving management's assumptions and judgments, and are subject to risks from future cash flow and market changes[75](index=75&type=chunk) - Liquidity Risk: Managed by monitoring levels of cash and cash equivalents, utilization of borrowings, and adequacy of bank financing[80](index=80&type=chunk) [Employees and Remuneration Policy](index=17&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had 180 full-time employees with total staff costs of approximately HKD21.38 million, implementing a remuneration policy based on performance and qualifications, including discretionary bonuses and retirement schemes Employee Distribution | Region | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Hong Kong | 8 | 6 | | Mainland China | 172 | 187 | | **Total** | **180** | **193** | - For the year ended March 31, 2025, staff costs (including directors' emoluments) were approximately **HKD21.379 million**, a decrease from **HKD22.481 million** in the previous year[83](index=83&type=chunk) [Environmental, Social and Governance Report](index=17&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report details the Group's commitment to sustainable governance, ethical business practices, employee welfare, and environmental protection initiatives [Sustainable Governance and Business Ethics](index=23&type=section&id=Sustainable%20Governance%20and%20Business%20Ethics) The Group's board oversees ESG risk management, supported by professional consultants, and maintains strict anti-corruption policies with comprehensive employee training and no reported corruption cases - The Board of Directors assumes key oversight responsibilities for ESG risk management, evaluating and managing significant ESG issues, and collaborates with Riskory Consultancy Limited for professional support[118](index=118&type=chunk) - The Group has established clear employee codes of conduct and whistleblowing policies, strictly prohibiting improper behaviors such as bribery and fraud, and has dedicated investigation and handling procedures[126](index=126&type=chunk)[127](index=127&type=chunk) - During the reporting period, the Group provided anti-corruption training to all directors and employees, with no legal cases related to corruption occurring[128](index=128&type=chunk)[129](index=129&type=chunk) [Operating Practices](index=30&type=section&id=Operating%20Practices) The Group prioritizes product safety and efficacy through stringent quality management, annual supplier evaluations, and dedicated quality control, resulting in no product recalls or customer complaints during the reporting period - During the reporting period, the Group collaborated with **32** pharmaceutical and consumable suppliers located in China, and all suppliers were evaluated[150](index=150&type=chunk) - The Group has a Quality Management Department responsible for setting and implementing quality objectives and monitoring departmental performance; no sold or delivered products required recall due to safety and health reasons during the reporting period[160](index=160&type=chunk)[161](index=161&type=chunk) - The Group has established a customer complaint management system, but no product or service-related complaints were received during the reporting period[165](index=165&type=chunk)[166](index=166&type=chunk) [Caring for Employees](index=35&type=section&id=Caring%20for%20Employees) The Group had 180 employees with a significantly reduced turnover rate of 17%, maintaining fair employment practices, ensuring occupational safety with zero incidents, and providing continuous development and training opportunities Employee Overview and Turnover Rate | Metric | 2024/25 Period | 2023/24 Period | | :--- | :--- | :--- | | Total Employees | 180 | 193 | | Total Employee Turnover Rate | 17% | 28% | - The Group is committed to providing a safe working environment, with zero work-related injury and fatality rates, and no work-related fatalities during the reporting period[202](index=202&type=chunk) Employee Training Data Overview (2024/25 Period) | Category | Percentage of Employees Trained | Average Training Hours Per Employee | | :--- | :--- | :--- | | **By Gender** | | | | Male | 98% | 50 hours | | Female | 66% | 25 hours | | **By Employee Category** | | | | Senior Management | 100% | 17 hours | | Middle Management | 100% | 52 hours | | General Staff | 69% | 28 hours | [Environmental Protection](index=44&type=section&id=Environmental%20Protection) The Group actively engages in environmental protection through climate change initiatives, achieving a slight decrease in greenhouse gas emissions, while maintaining stable energy, waste, and water consumption, and ensuring compliant waste and wastewater management Greenhouse Gas Emissions (Scope 1 & 2) | Metric | 2024/25 Period | 2023/24 Period | | :--- | :--- | :--- | | Total Emissions (tonnes CO2e) | 680.11 | 690.08 | Energy and Resource Consumption | Category | Unit | 2024/25 Period | 2023/24 Period | | :--- | :--- | :--- | :--- | | Total Energy Consumption | MWh | 1,289.41 | 1,308.99 | | Total Hazardous Waste | tonnes | 21.03 | 20.55 | | Total Non-Hazardous Waste | tonnes | 14.13 | 13.53 | | Total Water Consumption | cubic meters | 57,117.61 | 57,176.00 | - The Group reduces greenhouse gas emissions by utilizing carbon offsets from the Hebei Cheng'an Biomass Cogeneration Project, which generates electricity using local cotton stalks[227](index=227&type=chunk) [Corporate Governance Report](index=67&type=section&id=Corporate%20Governance%20Report) This report outlines the Group's corporate governance framework, including the board's structure, committee functions, and internal control systems, ensuring effective oversight and risk management [The Board of Directors](index=69&type=section&id=The%20Board%20of%20Directors) The Board, comprising executive, non-executive, and independent non-executive directors, is responsible for overall management and strategic decisions, with changes in membership and ongoing professional development provided - The Board currently consists of five directors: one executive director (Mr. Wang Jiajun), one non-executive director (Dr. Xiao Zhixin), and three independent non-executive directors (Dr. Liu Yongping, Ms. Chen Yongshan, Ms. Xu Wei)[310](index=310&type=chunk)[311](index=311&type=chunk) - During the reporting period, Mr. He Min resigned and Mr. Huang Hanjie retired as independent non-executive directors, while Ms. Chen Yongshan and Ms. Xu Wei were newly appointed as independent non-executive directors[311](index=311&type=chunk)[312](index=312&type=chunk) - All directors participated in continuous professional development activities during FY2025, including attending conferences, courses, or reading professional articles[323](index=323&type=chunk)[325](index=325&type=chunk) [Board Committees](index=74&type=section&id=Board%20Committees) The company has established Audit, Remuneration, and Nomination and Corporate Governance Committees, predominantly composed of independent non-executive directors, to oversee financial reporting, executive compensation, and board structure, holding regular meetings throughout the year - The Audit Committee, comprising three independent non-executive directors, oversees the integrity of financial reporting, the independence of external auditors, and the internal control system, holding **3** meetings during the year[346](index=346&type=chunk)[348](index=348&type=chunk) - The Remuneration Committee is responsible for advising the Board on the remuneration policies and structures for directors and senior management, holding **3** meetings during the year[352](index=352&type=chunk)[355](index=355&type=chunk) - The Nomination and Corporate Governance Committee is responsible for regularly reviewing the Board's structure, size, and composition, and advising on director nominations and corporate governance matters, holding **2** meetings during the year[360](index=360&type=chunk)[367](index=367&type=chunk) [Internal Control and Risk Management](index=83&type=section&id=Internal%20Control%20and%20Risk%20Management) The Board is responsible for maintaining effective risk management and internal control systems, which were reviewed and deemed adequate, supported by a clear management structure, policies, risk self-assessments, and an internal audit function - The Board confirms its responsibility for maintaining effective risk management and internal control systems, which are designed to manage rather than eliminate risks, providing reasonable but not absolute assurance[381](index=381&type=chunk) - During the year, the Board reviewed the Group's risk management and internal control systems, covering all significant financial, operational, compliance controls, and risk management functions, deeming the systems adequate and effective[387](index=387&type=chunk) - The Group has established an internal audit function and implemented a whistleblowing policy for employees to raise concerns about any potential improprieties, thereby enhancing monitoring awareness and system effectiveness[395](index=395&type=chunk) [Report of the Directors](index=92&type=section&id=Report%20of%20the%20Directors) This report details the company's principal activities, business review, financial results, dividend policy, major customer and supplier relationships, and share option schemes [Principal Activities and Business Review](index=93&type=section&id=Principal%20Activities%20and%20Business%20Review) The company operates as an investment holding company, with subsidiaries primarily engaged in pharmaceutical wholesale distribution and hemodialysis treatment and consulting services in China, with detailed reviews provided in the Management Discussion and Analysis section - The company's principal activities are pharmaceutical wholesale and distribution, and providing hemodialysis treatment and consulting services in China[431](index=431&type=chunk) [Results and Dividends](index=94&type=section&id=Results%20and%20Dividends) The company's annual results are detailed in the financial statements, and in line with its dividend policy adopted in 2018, the Board does not recommend any final dividend for the year ended March 31, 2025 - The Board does not recommend the payment of any final dividend for the year ended March 31, 2025 (2024: Nil)[448](index=448&type=chunk) [Major Customers and Suppliers](index=97&type=section&id=Major%20Customers%20and%20Suppliers) During the fiscal year, the Group maintained a diversified customer and supplier base, with the largest customer accounting for 8.44% of total revenue and the largest supplier for 7.20% of total purchases Customer and Supplier Concentration | Category | Concentration | Percentage of Total | | :--- | :--- | :--- | | Customers | Largest Customer | 8.44% | | Customers | Top Five Customers | 19.21% | | Suppliers | Largest Supplier | 7.20% | | Suppliers | Top Five Suppliers | 25.14% | [Share Option Scheme](index=107&type=section&id=Share%20Option%20Scheme) The company terminated its 2013 Share Option Scheme and adopted a new 2023 scheme, with 80.79 million options outstanding under the old plan and 56.02 million shares available under the new scheme, though no new options were granted during the reporting period - The '2013 Share Option Scheme' was terminated on September 15, 2023, but previously granted options remain valid; as of March 31, 2025, **80,793,054** share options remain unexercised[518](index=518&type=chunk)[523](index=523&type=chunk) - The company adopted a new '2023 Share Option Scheme' on September 15, 2023, with a total of **56,022,213** shares available for issue, representing **10%** of the issued share capital; no share options were granted under this new scheme as of the end of the reporting period[1184](index=1184&type=chunk)[1189](index=1189&type=chunk) [Financial Statements](index=119&type=section&id=Financial%20Statements) This section presents the Group's audited financial statements, including the independent auditor's report, consolidated statements of profit or loss, financial position, and cash flows, providing a comprehensive view of its financial performance and health [Independent Auditors' Report](index=119&type=section&id=Independent%20Auditors'%20Report) HLB Hodgson Impey Cheng Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, with key audit matters focusing on goodwill and trade receivables impairment assessments - The auditors opined 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 and are properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[579](index=579&type=chunk) - Key audit matters include: - **Goodwill Impairment Assessment**: Involves the impairment test of approximately **HKD24.24 million** goodwill related to the hemodialysis treatment and consulting services business, with management concluding no impairment loss needed to be recognized - **Impairment Assessment of Trade Receivables**: Involves the assessment of expected credit losses for approximately **HKD25.07 million** trade receivables, where management applied judgment and estimation[587](index=587&type=chunk)[595](index=595&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=129&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group reported total revenue of HKD161.7 million, a 10.7% decrease, but significantly narrowed its operating loss to HKD4.09 million and total annual loss to HKD6.57 million due to effective cost control Consolidated Statement of Profit or Loss Summary (HKD '000) | Item | FY2025 (HKD '000) | FY2024 (HKD '000) | | :--- | :--- | :--- | | Revenue | 161,693 | 181,092 | | Gross Profit | 50,347 | 54,740 | | Operating Loss | (4,089) | (39,438) | | Loss Before Tax | (5,492) | (41,149) | | Loss for the Year | (6,573) | (40,295) | | **Loss Attributable to Owners of the Company** | **(6,616)** | **(39,977)** | - Basic and diluted loss per share significantly narrowed to **1.18 HK cents** from **7.14 HK cents** in the previous year[628](index=628&type=chunk) [Consolidated Statement of Financial Position](index=131&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HKD106.8 million, with total liabilities of HKD38.19 million and net assets of HKD68.63 million, reflecting an increase in cash and cash equivalents and a decrease in trade and other receivables Consolidated Statement of Financial Position Summary (HKD '000) | Item | As of March 31, 2025 (HKD '000) | As of March 31, 2024 (HKD '000) | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 50,208 | 58,709 | | Current Assets | 56,614 | 58,392 | | **Total Assets** | **106,822** | **117,101** | | **Liabilities and Equity** | | | | Current Liabilities | 29,002 | 30,361 | | Non-current Liabilities | 9,187 | 11,545 | | **Total Liabilities** | **38,189** | **41,906** | | **Net Assets** | **68,633** | **75,195** | | **Total Equity** | **68,633** | **75,195** | [Consolidated Statement of Cash Flows](index=135&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2025, the Group generated HKD10.65 million in net cash from operating activities, primarily due to reduced trade receivables, resulting in a net increase of HKD6.25 million in cash and cash equivalents, bringing the year-end balance to HKD24.08 million Consolidated Statement of Cash Flows Summary (HKD '000) | Item | FY2025 (HKD '000) | FY2024 (HKD '000) | | :--- | :--- | :--- | | Net Cash From Operating Activities | 10,652 | 9,302 | | Net Cash (Used in)/From Investing Activities | (697) | 674 | | Net Cash Used in Financing Activities | (3,708) | (1,042) | | **Net Increase in Cash and Cash Equivalents** | **6,247** | **8,934** | | Cash and Cash Equivalents at Beginning of Year | 18,228 | 9,876 | | **Cash and Cash Equivalents at End of Year** | **24,083** | **18,228** | [Five Years Financial Summary](index=260&type=section&id=Five%20Years%20Financial%20Summary) This section provides a five-year summary of the Group's key financial performance indicators, including revenue, gross profit, net profit/loss, total assets, total liabilities, and total equity, offering a historical perspective on its financial trends Five Years Financial Summary (HKD '000) | For the Year Ended March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 161,693 | 181,092 | 173,702 | 154,823 | 114,086 | | Gross Profit | 50,347 | 54,740 | 56,936 | 54,234 | 41,336 | | (Loss)/Profit for the Year | (6,573) | (40,295) | 1,938 | (50,937) | (4,477) | | **Assets and Liabilities** | | | | | | | Total Assets | 106,822 | 117,101 | 173,448 | 191,818 | 223,587 | | Total Liabilities | (38,189) | (41,906) | (53,221) | (63,722) | (52,512) | | Total Equity | 68,633 | 75,195 | 120,227 | 128,096 | 171,075 |

股份代號： （於開曼群島註冊成立的有限公司） 2024/2025 年 報 目錄 2 公司資料 3 致股東的話 5 管理層討論及分析 10 董事及高級管理層履歷 13 企業管治報告 26 環境、社會及管治報告 50 董事會報告 59 獨立核數師報告 62 綜合損益及其他全面收益表 63 綜合財務狀況表 65 綜合權益變動表 66 綜合現金流量表 68 綜合財務報表附註 113 財務摘要 114 釋義 2024 ╱2025年報 2 審核委員會 霍志權先生 （主席） 楊文豪先生 陳秋燕女士 薪酬委員會 陳秋燕女士 （主席） 楊文豪先生 霍志權先生 Daniel Tay先生 黃志達先生 提名委員會 楊文豪先生 （主席） 陳秋燕女士 霍志權先生 公司資料 董事會 執行董事 Daniel Tay先生 黃志達先生 （行政總裁） 獨立非執行董事 霍志權先生 （主席） 楊文豪先生 陳秋燕女士 公司秘書 董穎怡女士 授權代表 黃志達先生 董穎怡女士 註冊辦事處 Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands 總部 ...

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。 PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED 盈科大衍地產發展有限公司* （於百慕達註冊成立的有限公司） （股份代號：00432） 截至2025年6月30日止六個月中期業績公告 盈科大衍地產發展有限公司（「本公司」）董事會（「董事會」）欣然宣佈本公司及其附屬公司（「本集團」）截 至2025年6月30日止六個月之未經審核綜合業績。本中期財務資料乃未經審核，惟已經由本公司的審核 委員會及本公司獨立核數師根據香港會計師公會頒佈的《香港審閱委聘準則》2410號「由實體獨立核數師 執行中期財務資料審閱工作」審閱。 摘要 日本的物業發展 日本北海道二世古花園柏悅居至今已售出或預留一百一十一個單位。 截至2025年6月30日止六個月，本集團自日本的物業發展錄得港幣1.02億元收入，而2024年同期並無同類 收入。 泰國的物業發展及高爾夫球業務 – 1 – ‧ 綜合收入增加百分 ...

Company Information [Company and Board Members](index=3&type=section&id=Company%20and%20Board%20Members) This section details the company's registration, principal business locations, banking relationships, and lists Board and committee members with their changes - The company's Board of Directors and various committees experienced significant personnel changes during the reporting period, including appointments, retirements, and resignations of multiple directors[5](index=5&type=chunk) - The company's headquarters are in Hong Kong, with principal operations in Jiaxing, Zhejiang, China, and maintains banking relationships in Hong Kong and mainland China[6](index=6&type=chunk) Financial Highlights [Financial Highlights](index=4&type=section&id=Financial%20Highlights) In FY2025, group revenue surged **87.0%** to **HKD 117 million** driven by new smartphone distribution, but gross profit declined, margin dropped from **39.6% to 13.6%**, and loss attributable to owners widened **82.6% to HKD 32.5 million** Financial Highlights (Year Ended March 31) | Metric (Year Ended March 31) | 2025 | 2024 | | :--- | :--- | :--- | | **Performance** | | | | Revenue (HKD Thousands) | 116,933 | 62,581 | | Gross Profit (HKD Thousands) | 15,909 | 24,757 | | Gross Margin (%) | 13.6 | 39.6 | | Loss for the Year (HKD Thousands) | (35,831) | (17,768) | | Basic Loss Per Share (HKD) | (0.08) | (0.06) | | **Liquidity and Gearing Ratio (As of March 31)** | | | | Current Ratio | 1.3 | 1.3 | | Gearing Ratio (%) | 30.5 | 12.4 | | **Operating Cash Flow** | | | | Net Cash Used in Operating Activities (HKD Thousands) | (38,192) | (17,478) | - Group revenue increased **87.0%** year-on-year, from approximately **HKD 62.6 million** to approximately **HKD 116.9 million**[10](index=10&type=chunk) - Group gross profit decreased by approximately **HKD 8.9 million** year-on-year to **HKD 15.9 million**, with gross margin falling from **39.6% to 13.6%**[10](index=10&type=chunk) - Loss attributable to owners of the company increased **82.6%** year-on-year, from approximately **HKD 17.8 million** to **HKD 32.5 million**[10](index=10&type=chunk) Chairman's Statement [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) Despite macroeconomic challenges, the Group achieved **87% revenue growth** driven by smartphone distribution, contributing **73.4%** of total revenue, though new and building intelligence segments incurred losses due to competition, while control systems remained profitable, with future focus on strategic investments and fundraising for international development - In FY2025, group revenue reached approximately **HKD 116.9 million**, a significant increase from the previous fiscal year, primarily driven by the smartphone distribution segment, which contributed **HKD 85.8 million** in revenue, accounting for **73.4%** of total revenue[12](index=12&type=chunk) - The smartphone distribution and building intelligence segments recorded losses due to intense market competition, while the control systems segment remained profitable[13](index=13&type=chunk) - The Group will continue to explore fundraising opportunities, focusing on potential international development to deliver long-term sustainable returns to shareholders[13](index=13&type=chunk) Management Discussion and Analysis [Business Review](index=7&type=section&id=Business%20Review) The Group operates four businesses: control systems, building intelligence, data centers, and smartphone distribution; in FY2025, smartphone distribution became the main revenue source but incurred losses, building intelligence sales declined turning to loss, control systems profit grew due to credit loss reversal, and data center operations scaled down with reduced losses [Control Systems Business](index=7&type=section&id=Control%20Systems%20Business) The control systems business provides automation solutions across various industries; in FY2025, external revenue decreased to **HKD 29.5 million**, but segment profit significantly increased from **HKD 0.5 million to HKD 8.7 million**, primarily due to the reversal of expected credit loss provisions Control Systems Business Performance | Metric | FY2025 (HKD Millions) | FY2024 (HKD Millions) | | :--- | :--- | :--- | | External Revenue | 29.5 | 38.0 | | Segment Profit | 8.7 | 0.5 | [Building Intelligence Business](index=7&type=section&id=Building%20Intelligence%20Business) The building intelligence business offers visual intercom, surveillance, and smart home systems; in FY2025, sales revenue plummeted from **HKD 24.3 million to HKD 1.6 million** due to weak consumer spending and operating cost pressures, with segment results shifting from a **HKD 3.6 million profit to a HKD 11.9 million loss** Building Intelligence Business Performance | Metric | FY2025 (HKD Millions) | FY2024 (HKD Millions) | | :--- | :--- | :--- | | Revenue | 1.6 | 24.3 | | Segment (Loss)/Profit | (11.9) | 3.6 | [Data Center Business](index=8&type=section&id=Data%20Center%20Business) The data center business provides IT infrastructure leasing and hosting services; due to strategic resource reallocation towards smartphone distribution, its scale reduced, with FY2025 revenue dropping to **HKD 12,000** and segment loss significantly narrowing from **HKD 11.7 million to HKD 18,000** Data Center Business Performance | Metric | FY2025 (HKD) | FY2024 (HKD Millions) | | :--- | :--- | :--- | | Revenue | 12,000 | 0.2 | | Segment Loss | 18,000 | 11.7 | [Smartphone Distribution Business](index=8&type=section&id=Smartphone%20Distribution%20Business) Launched in July 2024, this new business primarily distributes Xiaomi products, achieving **HKD 85.9 million** in sales revenue in FY2025, but recorded a segment loss of **HKD 9.3 million** due to its early development stage and intense market competition Smartphone Distribution Business Performance | Metric | FY2025 (HKD Millions) | | :--- | :--- | | Revenue | 85.9 | | Segment Loss | 9.3 | [Business Outlook and Strategies](index=8&type=section&id=Business%20Outlook%20and%20Strategies) The Group anticipates ongoing macroeconomic challenges, with building intelligence and control systems affected by weak demand and competition, and smartphone distribution not yet profitable; strategies include cost control, leveraging technology, exploring manufacturing relocation to Australia to mitigate geopolitical risks, and seeking new ICT business opportunities - China's economy faces adverse factors such as high inflation, high interest rates, and strained Sino-US relations, suppressing consumer demand and business investment, impacting the Group's overall performance[22](index=22&type=chunk) - The Group is actively exploring the possibility of relocating manufacturing operations back to Australia to address geopolitical tensions and US tariff impacts, thereby accessing markets cautious of Chinese products[23](index=23&type=chunk) - The Group will continue to explore other business activities in the information and communication technology sector, preparing for future recovery and growth through stringent cost control and exploring potential industries like 5G and IoT[25](index=25&type=chunk) [Financial Review](index=9&type=section&id=Financial%20Review) In FY2025, total group revenue increased **87.0%** year-on-year to **HKD 116.9 million**, primarily due to the new smartphone distribution business; however, its low gross margin led to an overall group gross margin decline from **39.6% to 13.6%**, while loss attributable to owners expanded from **HKD 17.8 million to HKD 32.5 million** Revenue by Business Segment | Business Segment | 2025 Revenue (HKD Thousands) | Proportion (%) | 2024 Revenue (HKD Thousands) | Proportion (%) | | :--- | :--- | :--- | :--- | :--- | | Control Systems | 29,499 | 25.2 | 38,030 | 60.8 | | Building Intelligence | 1,553 | 1.4 | 24,305 | 38.8 | | Data Center | 12 | – | 246 | 0.4 | | Smartphone Distribution | 85,869 | 73.4 | – | – | | **Total** | **116,933** | **100.0** | **62,581** | **100.0** | - Gross profit decreased from **HKD 24.8 million** to **HKD 15.9 million**, with gross margin falling from **39.6% to 13.6%**, primarily due to the lower gross margin of the newly launched smartphone distribution business[29](index=29&type=chunk) - Loss attributable to owners of the company increased **82.6%** from **HKD 17.8 million** to **HKD 32.5 million**, mainly due to approximately **HKD 9.2 million** in fair value losses on financial assets and approximately **HKD 4.9 million** in share-based payment expenses[37](index=37&type=chunk) - Administrative and other operating expenses increased from **HKD 27.5 million** to **HKD 36.0 million**, primarily due to higher staff costs and increased share-based payment expenses[33](index=33&type=chunk) [Capital Structure, Liquidity, and Financial Resources](index=11&type=section&id=Capital%20Structure%2C%20Liquidity%2C%20and%20Financial%20Resources) To support operations and business expansion, the Group completed two fundraising activities in FY2025: a share placement in March 2024 raising approximately **HKD 23.8 million** net for general working capital, and a subscription in November 2024 raising approximately **HKD 20.7 million** net for smartphone inventory and administrative operations; as of year-end, the current ratio remained at **1.3**, but the gearing ratio increased from **15.3% to 30.5%** - A placement of **60,000,000** shares was completed in March 2024, raising net proceeds of approximately **HKD 23.8 million**, fully utilized for general working capital, including staff salaries, leases, and professional fees[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - A subscription for **74,176,000** shares was completed in November 2024, raising net proceeds of approximately **HKD 20.7 million**, fully utilized for purchasing smartphone inventory for the distribution business and the Group's administrative working capital[41](index=41&type=chunk)[43](index=43&type=chunk) - As of March 31, 2025, the Group's current ratio was **1.3** (2024: **1.3**), and the gearing ratio (net debt/total equity) was **30.5%** (2024: **15.3%**)[43](index=43&type=chunk) - As of March 31, 2025, approximately **HKD 43.0 million** of the Group's outstanding bank borrowings were overdue[44](index=44&type=chunk) [Employees and Remuneration Policy](index=14&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had **82** employees, an increase of **9** year-on-year, with annual staff costs of approximately **HKD 24.6 million**, up **33.7%**, primarily due to increased headcount and **HKD 4.9 million** in share-based payment expenses; the Group's remuneration policy is based on individual performance, experience, and industry practice, with performance-linked bonuses and share option schemes to incentivize staff, and **25.04 million** share options were granted to executive directors and employees during the reporting period Employee Data | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees (As of March 31) | 82 | 73 | | Staff Costs (HKD Millions) | 24.6 | 18.4 | - Staff costs increased **33.7%**, primarily due to an increase in the number of employees and approximately **HKD 4.9 million** in share-based payment expenses[50](index=50&type=chunk) - On April 26, 2024, the company granted a total of **25,043,200** share options under the share option scheme[52](index=52&type=chunk) Directors' Report [Principal Activities and Risks](index=19&type=section&id=Principal%20Activities%20and%20Risks) This report outlines the Group's principal activities, including automatic control systems, intelligent systems, IT leasing and hosting services, and smartphone distribution; it highlights key risks, particularly the limited profit margins in the highly competitive smartphone distribution business, alongside operational, financial (exchange rate, interest rate, liquidity), and compliance risks, detailing corresponding monitoring and management measures - The Group's principal activities include (i) automatic control systems, (ii) intelligent systems, (iii) IT infrastructure leasing and hosting, and (iv) smartphone distribution business[66](index=66&type=chunk) - The primary business risk stems from the smartphone distribution business, a highly competitive market with limited profit margins, exerting pressure on gross margins[69](index=69&type=chunk) [Major Suppliers and Customers](index=22&type=section&id=Major%20Suppliers%20and%20Customers) In the current fiscal year, the Group exhibited high reliance on major customers and suppliers; the largest customer accounted for **64.5%** of total revenue, with the top five customers collectively representing **88.5%**, while the largest supplier accounted for **84.0%** of total purchases, and the top five suppliers collectively **92.3%**, indicating significant concentration risk in both customer and supply chains Customer and Supplier Concentration | Concentration | Percentage of Total | | :--- | :--- | | Largest Customer as % of Total Revenue | 64.5% | | Top Five Customers as % of Total Revenue | 88.5% | | Largest Supplier as % of Total Purchases | 84.0% | | Top Five Suppliers as % of Total Purchases | 92.3% | [Directors and Shareholding Structure](index=23&type=section&id=Directors%20and%20Shareholding%20Structure) The Board of Directors experienced multiple changes during the reporting period; Executive Director Mr. Han Weining holds significant equity through his controlled corporations, and other major shareholders include Infinity Holding Resources Limited, the largest single shareholder with **16.53%**; the company did not purchase, redeem, or sell any listed securities during the period - Executive Director Mr. Han Weining is deemed to be interested in approximately **12.3%** of the company's shares through his wholly-owned Excel Time Investments Limited and Hong Kong Able Group Enterprise Limited[101](index=101&type=chunk)[102](index=102&type=chunk) - Major shareholder Infinity Holding Resources Limited holds **16.53%** of the company's shares, making it the largest shareholder[104](index=104&type=chunk)[105](index=105&type=chunk) [Share Option Scheme](index=27&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme in September 2022; on April 26, 2024, a total of **25,043,200** share options were granted to eligible participants at an exercise price of **HKD 0.49**; as of fiscal year-end, **14,252,800** options were exercised, with **10,790,400** remaining unexercised, and the total number of shares available for issue under the scheme represents approximately **2.41%** of issued shares - On April 26, 2024, the company granted a total of **25,043,200** share options, of which **3,596,800** were granted to Executive Director Mr. You Yiyang[110](index=110&type=chunk) - As of March 31, 2025, a total of **14,252,800** share options were exercised during the year, with **10,790,400** share options remaining unexercised[110](index=110&type=chunk)[111](index=111&type=chunk) Corporate Governance Report [Corporate Governance Practices](index=31&type=section&id=Corporate%20Governance%20Practices) The company adopted the Code Provisions of the Corporate Governance Code but had two deviations during the reporting period: the Chairman position has been vacant since January 2020 (deviation from Code Provision C.2), and consequently, the Chairman was absent from the 2024 Annual General Meeting (deviation from Code Provision F.2.2); the company is actively seeking a suitable candidate to fill the Chairman vacancy - The company deviated from Corporate Governance Code Provision C.2, as the position of Chairman of the Board has been vacant since January 3, 2020[129](index=129&type=chunk) - The company deviated from Corporate Governance Code Provision F.2.2, as the Chairman was absent from the 2024 Annual General Meeting[130](index=130&type=chunk) [Board of Directors](index=32&type=section&id=Board%20of%20Directors) As of the reporting period end, the Board comprised three executive directors, one non-executive director, and three independent non-executive directors, aligning with diversity policy; the Board held **7** meetings during the period to discuss group strategy, policies, and performance, with the company having purchased liability insurance for directors and ensured the independence of independent non-executive directors - The Board of Directors comprises seven directors, including three executive directors, one non-executive director, and three independent non-executive directors[132](index=132&type=chunk) - A total of **7** Board meetings were held during the reporting period, with generally high attendance rates from all directors[138](index=138&type=chunk) [Board Committees](index=37&type=section&id=Board%20Committees) The company established three Board committees—Audit, Remuneration, and Nomination—all chaired by independent non-executive directors; the Audit Committee oversees financial reporting, risk management, and internal controls; the Remuneration Committee sets compensation policies for directors and senior management; and the Nomination Committee reviews Board structure and nominates director candidates; all committees held meetings and fulfilled their respective duties during the reporting period - The Audit Committee, composed of three independent non-executive directors, held **2** meetings during the year, reviewing the annual and interim financial statements[151](index=151&type=chunk)[152](index=152&type=chunk) - The Remuneration Committee, composed of three independent non-executive directors, held **4** meetings during the year, reviewing the remuneration policies for directors and senior management[153](index=153&type=chunk)[154](index=154&type=chunk) - The Nomination Committee, composed of three independent non-executive directors, held **4** meetings during the year, fulfilling duties such as reviewing Board composition and assessing the independence of independent non-executive directors[155](index=155&type=chunk)[156](index=156&type=chunk) [Internal Control and Risk Management](index=41&type=section&id=Internal%20Control%20and%20Risk%20Management) The Board is ultimately responsible for the Group's risk management and internal control systems, reviewing their effectiveness at least annually; the Group has established a four-tier risk management framework involving the Board, Audit Committee, management, and risk owners, with external consultants engaged for review; the internal control system is based on the COSO framework; currently, the company has no internal audit function, as the Board deems external expert engagement more cost-effective, and will continuously assess the need for an internal audit department - The Board confirms its responsibility for risk management and internal control systems, reviewing their effectiveness at least annually, covering financial, operational, and compliance controls[167](index=167&type=chunk) - The company engaged external consultants to review the effectiveness of its risk management and internal control systems for the year ended March 31, 2025[172](index=172&type=chunk) - The company currently has no internal audit function, as the Board believes engaging external independent professionals for review is more cost-effective, and will annually assess the need for establishing an internal audit department[182](index=182&type=chunk) Environmental, Social and Governance Report [ESG Governance and Strategy](index=47&type=section&id=ESG%20Governance%20and%20Strategy) The Group established an ESG governance framework with the Board fully responsible and a working group assisting implementation; through stakeholder engagement and materiality assessment, **17** significant ESG issues were identified, including GHG emissions, waste management, employee welfare, product quality, and anti-corruption; based on this, new environmental targets were set, integrating ESG principles into daily operations and risk management - The Group has established a two-tier ESG governance framework comprising the Board and an ESG working group, with the Board bearing overall responsibility for ESG strategy and reporting[192](index=192&type=chunk)[195](index=195&type=chunk) - Through materiality assessment, the Group identified **17** significant ESG issues, with the most critical being waste management, greenhouse gas emissions, energy consumption, customer satisfaction, and product quality control[201](index=201&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk) [A. Environmental](index=52&type=section&id=A.%20Environmental) Due to reduced production scale, the Group's main operating entity, Vankos, saw decreases in total GHG emissions, non-hazardous waste, energy consumption, and water usage; however, due to fixed consumption, resource consumption densities failed to meet original FY2025 reduction targets; consequently, new targets were set using FY2025 as the baseline to reduce GHG emission, non-hazardous waste, energy, and water consumption densities by FY2030 or earlier; the Group identified and addressed climate change-related physical and transition risks - The Group failed to achieve its targets of reducing greenhouse gas emission density, non-hazardous waste density, energy consumption density, and water consumption density by FY2025, using FY2022 as the baseline year[208](index=208&type=chunk)[213](index=213&type=chunk)[220](index=220&type=chunk)[223](index=223&type=chunk) - The Group set new environmental targets: to reduce Vankos' greenhouse gas emission density, non-hazardous waste density, energy consumption density, and water consumption density by FY2030 or earlier, using FY2025 as the new baseline year[209](index=209&type=chunk)[213](index=213&type=chunk)[220](index=220&type=chunk)[224](index=224&type=chunk) Environmental Performance (Vankos) | Environmental Performance (Vankos) | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes of CO2 equivalent | 52.43 | 133.92 | | GHG Emission Density | tonnes CO2e/total annual production | 0.02 | 0.02 | | Total Non-Hazardous Waste | tonnes | 3.00 | 6.80 | | Non-Hazardous Waste Density | kg/total annual production | 0.94 | 0.91 | | Total Energy Consumption | kWh | 93,334.00 | 234,823.00 | | Energy Consumption Density | kWh/total annual production | 29.21 | 31.31 | | Total Water Consumption | cubic meters | 2,645.00 | 3,704.00 | | Water Consumption Density | cubic meters/total annual production | 0.83 | 0.49 | [B. Social](index=58&type=section&id=B.%20Social) Regarding social responsibility, the Group is committed to providing a fair, safe work environment and development opportunities for employees; as of fiscal year-end, total employees were **82**, with annual turnover rate decreasing from **57.5% to 28.1%**; the Group strictly adheres to labor standards, prohibiting child and forced labor; in supply chain management, stringent screening and evaluation standards are applied to suppliers, focusing on their environmental and social performance; for product quality, the Group follows ISO9001 standards, with no product recalls or major complaints during the year; additionally, an anti-corruption policy and whistleblowing mechanism are in place, with relevant training provided to directors and staff Employee Data | Employee Data (As of March 31) | 2025 | 2024 | | :--- | :--- | :--- | | Total Number | 82 | 73 | | Total Turnover Rate | 28.05% | 57.53% | - During the reporting period, the Group recorded no work-related injuries or fatalities among employees, nor any lost workdays due to work-related injuries[243](index=243&type=chunk) - The Group rigorously screens suppliers and encourages them to obtain international certifications such as ISO9001 and ISO14001, fostering a green supply chain[256](index=256&type=chunk)[257](index=257&type=chunk) - In FY2025, the Group had no goods recalled due to product quality, safety, or health reasons, nor did it receive any customer complaints regarding product quality or services[260](index=260&type=chunk)[262](index=262&type=chunk) - During the year, the Group provided anti-corruption training to **3** directors and **7** employees, with no corruption lawsuits or whistleblowing cases identified[268](index=268&type=chunk) Independent Auditor's Report and Financial Statements [Independent Auditor's Report](index=73&type=section&id=Independent%20Auditor's%20Report) Auditor Pacon CPA Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming they present a true and fair view of the Group's financial position and performance; a key audit matter was "Provision for Expected Credit Losses on Trade Receivables," where the auditor reviewed management's assessment methods, assumptions, and estimates, finding them supported by evidence; the report also noted that the prior year's financial statements were audited by a different auditor - The auditor issued an unmodified opinion on the consolidated financial statements[277](index=277&type=chunk) - A key audit matter was "Provision for Expected Credit Losses on Trade Receivables"; as of year-end, total trade receivables were approximately **HKD 53.46 million**, with expected credit loss provisions of approximately **HKD 22.64 million**[280](index=280&type=chunk)[281](index=281&type=chunk)[282](index=282&type=chunk) - The auditor was changed during the reporting period from National Alliance CPA Limited to Pacon CPA Limited[53](index=53&type=chunk)[125](index=125&type=chunk) [Consolidated Financial Statements](index=78&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show the Group's total revenue in FY2025 was **HKD 116.9 million**, but recorded a loss for the year of **HKD 35.83 million**, with loss attributable to owners at **HKD 32.49 million**; as of year-end, total assets were **HKD 221.4 million**, total liabilities **HKD 113.7 million**, and total equity **HKD 107.7 million**; net cash used in operating activities was **HKD 38.20 million**, while net cash from financing activities was **HKD 17.59 million**, resulting in a net decrease in cash and cash equivalents Consolidated Financial Summary | Metric (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | **Consolidated Statement of Profit or Loss** | | | | Revenue | 116,933 | 62,581 | | Gross Profit | 15,909 | 24,757 | | Operating Loss | (33,460) | (11,883) | | Loss for the Year | (35,831) | (17,768) | | Loss Attributable to Owners of the Company | (32,488) | (17,840) | | **Consolidated Statement of Financial Position (As of Year-End)** | | | | Total Assets | 221,444 | 223,095 | | Total Liabilities | 113,728 | 106,884 | | Total Equity | 107,716 | 116,211 | | **Consolidated Statement of Cash Flows** | | | | Net Cash Used in Operating Activities | (38,202) | (17,478) | | Net Cash Used in Investing Activities | (676) | (2,657) | | Net Cash Generated from Financing Activities | 17,587 | 50,784 | [Notes to the Consolidated Financial Statements (Selected)](index=85&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements%20(Selected)) The notes to the financial statements detail accounting policies and specific item information; key points include the Group's four business segments—building intelligence, control systems, data centers, and smartphone distribution—with smartphone distribution contributing **73.4%** of revenue but incurring losses; goodwill is primarily attributed to the control systems segment and passed impairment tests; trade receivables have a long aging profile with significant expected credit loss provisions; additionally, **HKD 43.03 million** in bank borrowings are in default, but are expected to be discharged through a post-year-end subsidiary disposal [Note 13: Segment Reporting](index=127&type=section&id=Note%2013%3A%20Segment%20Reporting) In FY2025, the Group's operations were divided into four reporting segments; smartphone distribution, a new business, contributed **HKD 85.87 million** in revenue but incurred a **HKD 9.31 million** loss; the control systems segment achieved **HKD 8.66 million** in profit; the building intelligence segment shifted from profit to a **HKD 11.87 million** loss; data center business losses significantly narrowed; segment assets are primarily concentrated in building intelligence and control systems Segment Performance (Year Ended March 31, 2025) | Segment (Year Ended March 31, 2025) | External Revenue (HKD Thousands) | Segment (Loss)/Profit (HKD Thousands) | | :--- | :--- | :--- | | Building Intelligence | 1,553 | (11,870) | | Control Systems | 29,499 | 8,657 | | Data Center | 12 | (18) | | Smartphone Distribution | 85,869 | (9,312) | [Note 16: Goodwill](index=137&type=section&id=Note%2016%3A%20Goodwill) As of March 31, 2025, the Group's goodwill carrying amount was **HKD 21.91 million**, entirely attributable to the control systems cash-generating unit; management performed an impairment test on this unit, calculating its value in use using a five-year cash flow forecast and a pre-tax discount rate of **15.40%**, with the assessment indicating no impairment - Goodwill carrying amount was **HKD 21.91 million** (2024: **HKD 22.17 million**), entirely attributable to the control systems cash-generating unit[457](index=457&type=chunk)[459](index=459&type=chunk) - Key assumptions used in the impairment test included a long-term growth rate of **2.0%** and a pre-tax discount rate of **15.40%**; based on the assessment, no impairment was recognized[461](index=461&type=chunk) [Note 20: Trade and Other Receivables](index=142&type=section&id=Note%2020%3A%20Trade%20and%20Other%20Receivables) As of March 31, 2025, total trade receivables amounted to **HKD 53.46 million**, with a loss allowance of **HKD 22.64 million**, representing approximately **42%**; aging analysis shows a high proportion of receivables over **181** days, with **HKD 21.32 million** over **365** days, for which a **100%** individually assessed provision has been made Aging Analysis of Trade Receivables (HKD Thousands) | Trade Receivables Aging Analysis (HKD Thousands) | 2025 | | :--- | :--- | | Not yet overdue | 12,227 | | 1 to 180 days | 7,423 | | 181 to 365 days | 12,493 | | Over 365 days | 21,315 | | **Total** | **53,458** | | Less: Loss allowance | (22,643) | | **Net amount** | **30,815** | [Note 25: Bank Borrowings](index=146&type=section&id=Note%2025%3A%20Bank%20Borrowings) As of March 31, 2025, **HKD 43.03 million** in secured bank borrowings of the Group were in default; these borrowings are secured by the Group's buildings, plant and equipment, right-of-use assets, and a director's property; the Group expects to discharge these defaulted borrowings through the post-year-end disposal of a non-wholly owned subsidiary - As of March 31, 2025, approximately **HKD 43.03 million** of the Group's bank borrowings were in default[481](index=481&type=chunk) - Subsequent to the year-end, the Group received a legally binding offer letter for a potential disposal, and upon completion, the defaulted bank borrowings are expected to be fully discharged[482](index=482&type=chunk) Five-Year Summary [Five-Year Financial Summary](index=171&type=section&id=Five-Year%20Financial%20Summary) The five-year financial summary indicates the Group consistently recorded losses over the past five years; FY2025 revenue significantly rebounded from the prior two years but remained below FY2022 levels; annual losses widened in FY2023 and FY2025, while total assets and total equity showed a declining trend over the period Five-Year Financial Summary (HKD Thousands) | Year Ended March 31 (HKD Thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Performance** | | | | | | | Revenue | 116,933 | 62,581 | 60,538 | 114,165 | 90,281 | | Loss for the Year | (35,831) | (17,768) | (43,679) | (113,773) | (16,891) | | Loss Attributable to Owners of the Company | (32,488) | (17,840) | (40,971) | (109,678) | (15,133) | | **Assets and Liabilities** | | | | | | | Total Assets | 221,444 | 223,095 | 226,023 | 271,452 | 309,714 | | Total Liabilities | (113,728) | (106,884) | (157,654) | (166,017) | (147,072) | | Equity Attributable to Owners of the Company | 107,992 | 113,173 | 69,126 | 102,893 | 156,218 |

[Company Information](index=4&type=section&id=Company%20Information) This section outlines fundamental company information for Savour of Life Holdings Limited, covering governance, audit, and banking details - This report provides fundamental information on Savour of Life Holdings Limited (Stock Code: 8096), covering its board of directors, committee structures, company secretary, auditor, registered office, and principal bankers[9](index=9&type=chunk)[10](index=10&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Key Risks](index=5&type=section&id=Business%20Review%20and%20Key%20Risks) The Group operates Hong Kong restaurants and licenses brands, facing risks in quality control, labor costs, and rental market volatility - The Group's core business is operating catering services in Hong Kong, including ramen restaurants and Chinese restaurants[12](index=12&type=chunk)[13](index=13&type=chunk) - Business also includes brand licensing to Macau franchisees and trademark usage rights to licensees for royalty fees[12](index=12&type=chunk) - Key operational risks include failure to maintain effective quality control systems, labor shortages or increased costs, and fluctuations in the commercial property rental market[18](index=18&type=chunk) [Financial Review](index=6&type=section&id=Financial%20Review) FY2025 revenue declined 19.3% to HKD 30.9 million, but cost controls narrowed the loss to HKD 6.1 million, despite a 104.7% increase in rent Financial Performance Summary | Financial Metric | FY2025 (thousand HKD) | FY2024 (thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 30,916 | 38,288 | -19.3% | | Loss for the year | (6,156) | (8,135) | Loss narrowed 24.3% | | Staff costs | (8,882) | (16,096) | -44.8% | | Rent and related expenses | (3,941) | (1,925) | +104.7% | | Other operating expenses | (9,399) | (11,197) | -16.1% | - Revenue decline primarily attributed to overall economic downturn, weakened consumer purchasing power, and reduced local customer base due to extensive outbound travel by local consumers[19](index=19&type=chunk) - Staff costs as a percentage of revenue decreased from **42.0% to 28.7%**, primarily due to strict cost control measures including staff reduction and benefit cuts[23](index=23&type=chunk) - Annual loss narrowed mainly due to decreased operating costs, partially offset by revenue decline[33](index=33&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=8&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2025, the Group faced liquidity pressure with HKD 6.8 million cash, a 0.9 current ratio, and net current liabilities, primarily funded by internal cash and rights issue proceeds Key Financial Position Indicators | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Bank balances and cash | 6.8 million HKD | 13.3 million HKD | | Total current assets | 12.6 million HKD | 20.9 million HKD | | Total current liabilities | 14.7 million HKD | 16.8 million HKD | | Current ratio | 0.9 times | 1.2 times | | Gearing ratio (bank borrowings) | 0% | 0% | - The Group faces multiple lawsuits and claims related to overdue rent, with corresponding liabilities recognized in other payables and provisions[38](index=38&type=chunk) - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[40](index=40&type=chunk) [Use of Rights Issue Proceeds and Outlook](index=11&type=section&id=Use%20of%20Rights%20Issue%20Proceeds%20and%20Outlook) The Group fully utilized HKD 26.5 million rights issue proceeds for restaurant expansion and working capital, and plans new restaurant openings and business diversification despite industry challenges - As of March 31, 2025, the **HKD 26.5 million** net proceeds from the rights issue have been fully utilized as intended, with **HKD 17 million** for expanding the restaurant network and **HKD 9.5 million** for general working capital[50](index=50&type=chunk) - Future strategy involves expanding the restaurant network by seeking suitable locations in Hong Kong to open new restaurants offering diverse culinary styles[51](index=51&type=chunk) - Facing industry challenges, the Group will focus on cost control, enhancing service offerings, capitalizing on emerging consumption trends, and actively seeking other potential business opportunities to expand revenue streams[51](index=51&type=chunk)[52](index=52&type=chunk) [Directors and Governance](index=12&type=section&id=Directors%20and%20Governance) [Biographical Details of Directors](index=12&type=section&id=Biographical%20Details%20of%20Directors) This section outlines the professional backgrounds of the company's directors, including an Executive Director and three Independent Non-Executive Directors with diverse expertise - Executive Director Ms. Song Junyuan, 59, is responsible for formulating the Group's business strategies, with years of experience in import-export trade and corporate operations management[53](index=53&type=chunk) - Independent Non-Executive Directors include Ms. Li Mingrong (marketing strategy expert), Mr. Lu Sihao (accounting and finance expert, member of HKICPA), and Ms. Kanlaya Bunphor (catering service industry expert)[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) [Report of the Directors](index=13&type=section&id=Report%20of%20the%20Directors) The Board Report covers the company's restaurant operations, dividend policy, key supplier concentration, major shareholder holdings, and compliance with public float requirements - The Company is an investment holding company, with its subsidiaries primarily engaged in restaurant operations in Hong Kong[59](index=59&type=chunk) - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[67](index=67&type=chunk) - During the year, the largest supplier accounted for approximately **36%** of total procurement costs, with the top five suppliers collectively accounting for approximately **49%**[79](index=79&type=chunk) - As of March 31, 2025, the major shareholder, Jinshi No. 1 Limited Partnership Fund, held **10.99%** of the Company's equity[95](index=95&type=chunk) [Corporate Governance Report](index=22&type=section&id=Corporate%20Governance%20Report) The company maintains high corporate governance, complying with GEM Listing Rules, with an independent Board and established committees, ensuring effective risk management and internal controls - The Company has complied with the code provisions of the Corporate Governance Code and adopted a code of conduct for directors' securities transactions[110](index=110&type=chunk)[111](index=111&type=chunk) - The Board comprises four members, including one Executive Director and three Independent Non-Executive Directors, with Independent Non-Executive Directors accounting for over one-third, meeting GEM Listing Rules requirements[116](index=116&type=chunk) - The Company has established an Audit Committee, Remuneration Committee, and Nomination Committee, all chaired by Independent Non-Executive Directors[136](index=136&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - The Audit Committee has reviewed the annual results, internal control, and risk management systems, deeming them effective and adequate; the Company currently has no internal audit function but reviews its necessity annually[141](index=141&type=chunk)[154](index=154&type=chunk) [Independent Auditor's Report](index=35&type=section&id=Independent%20Auditor%27s%20Report) [Auditor's Opinion and Material Uncertainty Related to Going Concern](index=35&type=section&id=Auditor%27s%20Opinion%20and%20Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor issued an unmodified opinion but highlighted a material uncertainty regarding going concern due to a HKD 6.156 million loss and HKD 2.126 million net current liabilities - The auditor believes the consolidated financial statements truly and fairly reflect the Group's financial position and performance, complying with relevant accounting standards and disclosure requirements[164](index=164&type=chunk) - The report specifically highlights a **'material uncertainty related to going concern'**, noting that as of March 31, 2025, the Group recorded an annual loss of approximately **HKD 6.156 million** and net current liabilities of approximately **HKD 2.126 million**, which may cast significant doubt on its ability to continue as a going concern[166](index=166&type=chunk) [Key Audit Matters](index=36&type=section&id=Key%20Audit%20Matters) The auditor identified 'impairment of non-financial assets' as a key audit matter, involving significant judgment in testing property, equipment, and right-of-use assets due to restaurant losses - The key audit matter is **'impairment of non-financial assets'**, involving property and equipment (carrying amount approximately **HKD 12.76 million**) and right-of-use assets (carrying amount approximately **HKD 1.60 million**)[168](index=168&type=chunk) - Due to losses at certain restaurants and decreased market demand, management engaged an independent professional valuer to perform impairment tests; this matter is considered key due to significant judgment and estimates involved[168](index=168&type=chunk) - Based on the impairment test results, no impairment loss was recognized for property and equipment or right-of-use assets during the year[168](index=168&type=chunk) [Consolidated Financial Statements](index=40&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=40&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For FY2025, Group revenue decreased to HKD 30.916 million, but cost control narrowed the annual loss to HKD 6.156 million, with basic and diluted loss per share at HKD 3.15 cents Consolidated Profit or Loss and Other Comprehensive Income | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 30,916 | 38,288 | | Loss before tax | (6,156) | (8,135) | | Loss for the year | (6,156) | (8,126) | | Loss for the year attributable to owners of the Company | (6,073) | (8,133) | | Basic and diluted loss per share | (3.15) HK cents | (7.53) HK cents | [Consolidated Statement of Financial Position](index=41&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group reported total assets of HKD 16.405 million and net assets of HKD 14.003 million, shifting to HKD 2.126 million in net current liabilities Consolidated Financial Position | Item | March 31, 2025 (thousand HKD) | March 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Non-current assets | 16,405 | 16,251 | | Current assets | 12,617 | 20,859 | | Current liabilities | 14,743 | 16,757 | | **Net current (liabilities) / assets** | **(2,126)** | **4,102** | | Non-current liabilities | 276 | 192 | | **Net assets** | **14,003** | **20,161** | | Equity attributable to owners of the Company | 16,137 | 22,212 | [Consolidated Statement of Changes in Equity](index=42&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2025, equity attributable to owners decreased from HKD 22.212 million to HKD 16.137 million, primarily due to the HKD 6.073 million loss for the year - Equity attributable to owners of the Company decreased from **HKD 22.212 million** as of March 31, 2024, to **HKD 16.137 million** as of March 31, 2025[184](index=184&type=chunk) - The primary reasons for the decrease in equity were the loss for the year of **HKD 6.073 million** and other comprehensive expenses of **HKD 2,000**[184](index=184&type=chunk) [Consolidated Statement of Cash Flows](index=44&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group's net cash and cash equivalents decreased by HKD 6.451 million, with minor operating cash inflow, and outflows from investing and financing activities, ending with HKD 6.804 million Consolidated Cash Flows | Cash Flow Activities | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Net cash generated from / (used in) operating activities | 63 | (1,543) | | Net cash used in investing activities | (2,836) | (12,372) | | Net cash (used in) / generated from financing activities | (3,678) | 20,601 | | **Net (decrease) / increase in cash and cash equivalents** | **(6,451)** | **6,686** | | Cash and cash equivalents at end of period | 6,804 | 13,257 | [Notes to the Consolidated Financial Statements (Summary)](index=45&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements%20%28Summary%29) Notes provide detailed accounting policies and item explanations, emphasizing going concern uncertainty, revenue sources, impairment assessments, legal proceedings, and a post-reporting operational transfer - Note 2 re-emphasizes that the annual loss and net current liabilities constitute a **material uncertainty** that may cast significant doubt on the Group's ability to continue as a going concern; management has formulated countermeasures, including obtaining shareholder financial support and new loan financing[190](index=190&type=chunk)[191](index=191&type=chunk)[193](index=193&type=chunk) - Note 15 discloses that due to operating losses at certain restaurants, management performed impairment assessments on property and equipment and right-of-use assets, concluding that recoverable amounts exceeded carrying values, thus no impairment loss was recognized[281](index=281&type=chunk) - Note 24 states that the Company completed a rights issue in October 2023, raising net proceeds of approximately **HKD 26.5 million**[302](index=302&type=chunk) - Note 36 discloses a post-reporting period event: effective April 1, 2025, the operation of a Japanese ramen restaurant was granted to an independent third-party management company to enhance operational efficiency[331](index=331&type=chunk) [Financial Summary](index=93&type=section&id=Financial%20Summary) [Five-Year Financial Data Summary](index=93&type=section&id=Five-Year%20Financial%20Data%20Summary) This section summarizes the Group's five-year financial performance and position, showing continuous revenue decline, consecutive annual losses, and a decrease in total assets and equity in FY2025 Five-Year Financial Data Summary | Item (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 30,916 | 38,288 | 42,273 | 41,876 | 51,872 | | Loss for the year | (6,156) | (8,126) | (9,739) | (15,802) | (13,384) | | **Assets and Liabilities** | | | | | | | Total assets | 29,022 | 37,110 | 29,080 | 21,945 | 52,465 | | Total liabilities | 15,019 | 16,949 | 27,349 | 16,428 | 31,120 | | Total equity | 14,003 | 20,161 | 1,731 | 5,517 | 21,345 |