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

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

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

（ 於 開 曼 群 島 註 冊 成 立 並 於 百 慕 達 存 續 之 有 限 公 司 ） （股份代號：1400） 有關截至二零二四年十二月三十一日止年度的 年度業績公告 補充公告 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。 Moody Technology Holdings Limited 滿地科技股份有限公司 (ii) 未來集資活動 茲提述滿地科技股份有限公司（「本公司」）及其附屬公司（統稱「本集團」）日期為二 零二五年三月三十一日的公告，內容有關本集團截至二零二四年十二月三十一日 止年度的年度業績（「二零二四年年度業績公告」），以及本集團截至二零二四年 十二月三十一日止年度的年報（「二零二四年年報」）。除另有界定者外，本公告所 用詞彙與二零二四年年度業績公告及二零二四年年報所界定者具有相同涵義。 除二零二四年年度業績公告及二零二四年年報中提供的資料外，本公司謹此就本 公司處理審核保留意見的行動計劃提供進一步資料。 行動計劃的進展 (i) 出 ...

[Chairman's Statement](index=4&type=section&id=Chairman%27s%20Statement) Despite macroeconomic instability, the Group's sales increased to HKD 153.8 million, with losses narrowing to HKD 6 million, driven by strong growth in apparel supply and explosive expansion in institutional catering Financial Performance Summary | Indicator | FY2025 | Change | | :--- | :--- | :--- | | Sales | HKD 153.8 million | Increase | | Annual Loss | HKD 6 million | Decrease | - Apparel supply business revenue recorded a **17.9% growth**, indicating a stable core business[6](index=6&type=chunk) - Institutional catering business, as a new growth driver, saw revenue increase by **489.5%**, with the Group confident in its future development as a true business model transformation[6](index=6&type=chunk) - Future strategy will focus on strengthening customized integrated apparel design and procurement services, optimizing the supplier base, and prudently exploring suitable investment opportunities[7](index=7&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This chapter reviews the Group's business and financial performance, highlighting revenue growth across all segments, improved gross margin, and a significantly narrowed net loss, while discussing liquidity, capital structure, and future outlook [Business Review](index=5&type=section&id=Business%20Review) The Group's three business segments—traditional apparel sourcing, new retail, and institutional catering—all achieved significant growth this year, with new retail and institutional catering showing particularly strong expansion Business Segment Revenue | Business Segment | FY2025 Revenue (HKD million) | FY2024 Revenue (HKD million) | YoY Growth | | :--- | :--- | :--- | :--- | | Traditional Segment | 97.2 | 91.8 | +5.9% | | New Retail Segment | 45.4 | 29.2 | +55.5% | | Institutional Catering Segment | 11.2 | 1.9 | +489.5% | - Growth in traditional business primarily stemmed from increased orders from a major UK client and a new US client[10](index=10&type=chunk) - New retail business growth was driven by optimized influencer collaboration series and more precise product offerings to clients[10](index=10&type=chunk) [Financial Review](index=5&type=section&id=Financial%20Review) The Group's financial performance significantly improved this fiscal year, with total revenue growing 25.1% to HKD 153.8 million, gross profit increasing 65.6%, and annual loss narrowing substantially to HKD 6 million Key Financial Indicators | Financial Indicator | FY2025 (HKD million) | FY2024 (HKD million) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 153.8 | 122.9 | +25.1% | | Gross Profit | 30.3 | 18.3 | +65.6% | | Gross Profit Margin | 19.7% | 14.9% | +4.8pp | | Loss for the Year | (6.0) | (17.1) | -64.9% | | Basic Loss Per Share (HKD) | (0.189) | (0.536) | -64.7% | - Gross profit margin improvement primarily resulted from continuous optimization of client and supplier portfolios[17](index=17&type=chunk) - Administrative expenses decreased by **2.9%** year-on-year, mainly due to optimized back-office teams and reduced rental expenses, reflecting effective cost control measures[20](index=20&type=chunk) - Selling and distribution expenses increased by **11.0%** year-on-year, primarily due to higher staff costs to support enhanced apparel design, procurement, and institutional catering services[21](index=21&type=chunk) [Liquidity and Financial Resources](index=8&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintained a sound financial position at year-end with net current assets of HKD 63.6 million and cash of HKD 30.4 million, despite a decrease in liquidity ratio and an increase in gearing ratio Liquidity and Financial Resources Summary | Indicator | April 30, 2025 | April 30, 2024 | | :--- | :--- | :--- | | Net Current Assets | HKD 63.6 million | HKD 64.3 million | | Bank Balances and Cash | HKD 30.4 million | HKD 32.4 million | | Current Ratio | 2.9 | 5.8 | | Gearing Ratio | 0.1684 | 0.0716 | [Capital Structure, Significant Investments and Commitments](index=8&type=section&id=Capital%20Structure%2C%20Significant%20Investments%20and%20Commitments) The Group's capital structure remained stable this fiscal year with issued share capital of HKD 0.32 million, reporting no significant investments, acquisitions, disposals, capital commitments, or contingent liabilities - As of April 30, 2025, the company's issued share capital was **HKD 320,000**, divided into **32,000,000 shares**[29](index=29&type=chunk) - During the year, the Group had no significant investments, major acquisitions or disposals, capital commitments, or contingent liabilities[30](index=30&type=chunk)[31](index=31&type=chunk)[28](index=28&type=chunk)[33](index=33&type=chunk) [Employees and Remuneration Policy](index=9&type=section&id=Employees%20and%20Remuneration%20Policy) At fiscal year-end, the Group employed 49 staff, an increase of 3, with total employee benefit expenses of approximately HKD 14.3 million, and remuneration policy based on market conditions and individual performance Employee and Remuneration Data | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Employees | 49 people | 46 people | | Total Employee Benefit Expenses | HKD 14.3 million | HKD 11.2 million | [Future Outlook](index=10&type=section&id=Future%20Outlook) The Group plans to deepen customized apparel design and procurement services while expanding institutional catering to achieve sustainable growth, with the Board prudently seeking investment opportunities - The Group will continue to strengthen customized integrated apparel design and procurement services and explore new business opportunities with clients[41](index=41&type=chunk) - The Group plans to gradually expand the scale of its institutional catering business, aiming for sustainable profitable growth[42](index=42&type=chunk) - The Board will continue to prudently explore suitable investment opportunities from time to time to enhance the interests of the company and its shareholders[42](index=42&type=chunk) [Key Risks and Uncertainties](index=11&type=section&id=Key%20Risks%20and%20Uncertainties) Key risks include reliance on major clients without long-term contracts, intense market competition, client credit risk, raw material price fluctuations, and the inability to offset sales losses from UK client order reductions - **Reliance on Major Clients**: The Group relies on certain major clients without long-term contracts, leading to revenue uncertainty[43](index=43&type=chunk) - **Market and Operational Risks**: These include the ability to adapt to changes in end-customer preferences, risk of reduced orders from the UK market, intense market competition, client credit risk, and raw material price fluctuations[43](index=43&type=chunk) - **Supplier Compliance Risk**: Some clients are sensitive to social responsibility standards, and non-compliance by suppliers could impact the Group's reputation and client relationships[43](index=43&type=chunk) [Biographies of Directors and Senior Management](index=11&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the backgrounds of the company's executive directors, independent non-executive directors, and senior management, covering their positions, responsibilities, industry experience, and academic qualifications Directors and Senior Management Profiles | Name | Position | Key Responsibilities/Background | | :--- | :--- | :--- | | Mr. Choi King Ting | Executive Director, Chairman and CEO | Responsible for overall Group management, operations, and strategy, with over twenty years of industry experience | | Mr. Choi Ching Sing | Executive Director, Head of Design and Development Team | Responsible for overall Group management and apparel product design and development, with over sixteen years of industry experience | | Ms. Li Lai Mei | Executive Director, Administration and Human Resources Manager | Responsible for Group administration and human resources management, with over twenty years of bookkeeping and administrative experience | | Mr. Lai Kwok Hung | Independent Non-executive Director | Chairman of the Audit and Risk Management Committee, experienced in corporate governance and financial advisory | | Mr. Yeung Chuen Chau | Independent Non-executive Director | Chairman of the Remuneration Committee, with over eighteen years of experience in the garment industry | | Mr. Cüneyt Bülent Bilâloğlu | Independent Non-executive Director | Member of the Audit, Remuneration, and Nomination Committees, with approximately sixteen years of experience in the legal profession | | Ms. Lau Wai Ching | Accounting Manager | Responsible for Group financial management, with approximately thirty years of accounting experience | | Mr. Yu Yuk Ming | Quality Assurance Manager | Responsible for overall quality control procedures, with approximately thirty-six years of experience in the garment industry | | Mr. Chu Pui Ki | Company Secretary | Responsible for overseeing company secretarial matters, a member of the Hong Kong Institute of Certified Public Accountants | [Corporate Governance Report](index=14&type=section&id=Corporate%20Governance%20Report) This report outlines the company's corporate governance structure and practices, confirming compliance with most code provisions, detailing the Board's composition, committee operations, risk management, and shareholder communication [Corporate Governance Practices](index=15&type=section&id=Corporate%20Governance%20Practices) The company adheres to the HKEX Corporate Governance Code, with the only deviation being the combined Chairman and CEO roles, which the Board believes ensures effective management and balanced power - The company complies with all provisions of the Corporate Governance Code, with the only deviation being Code Provision C.2.1, where the roles of Chairman and Chief Executive Officer are combined and held by Mr. Choi King Ting[56](index=56&type=chunk) - The Board believes that combining the roles of Chairman and Chief Executive Officer allows for efficient management and business development, with the Board, including three independent non-executive directors, ensuring a balance of power[56](index=56&type=chunk) [Board and Committees](index=15&type=section&id=Board%20and%20Committees) The Board comprises three executive and three independent non-executive directors, supported by three specialized committees—Audit and Risk Management, Remuneration, and Nomination—all maintaining excellent attendance records Board Committee Responsibilities | Committee Name | Chairman | Key Responsibilities | | :--- | :--- | :--- | | Audit and Risk Management Committee | Mr. Lai Kwok Hung | Oversees relationship with external auditors, reviews financial information, and monitors risk management and internal control systems | | Remuneration Committee | Mr. Yeung Chuen Chau | Advises the Board on remuneration policies and structures for directors and senior management | | Nomination Committee | Mr. Choi King Ting | Reviews Board structure, size, and composition, assesses independence of independent non-executive directors, and recommends director appointments | - The Board has adopted a "Board Diversity Policy," currently includes one female director, and will continue to seek opportunities to increase the proportion of female members[68](index=68&type=chunk)[69](index=69&type=chunk) - During the reporting year, all directors maintained a **100% attendance rate** at Board meetings, general meetings, and relevant committee meetings (where applicable)[88](index=88&type=chunk) [Risk Management and Internal Control](index=25&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board annually reviews the Group's risk management and internal control systems, engaging external independent professionals for internal control review and adopting a "three lines of defense" governance framework based on COSO - The Board annually reviews the effectiveness of the risk management and internal control systems, covering financial, operational, and compliance controls[95](index=95&type=chunk) - The Group does not have an internal audit department but has appointed external independent professional APEC RISK MANAGEMENT LIMITED (ARML) to assist in identifying and assessing risks and independently reviewing internal control systems[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) - The Group has established a "three lines of defense" corporate governance framework for risk monitoring: (i) operational management monitoring, (ii) financial team risk management monitoring, and (iii) outsourced independent internal audit[101](index=101&type=chunk) [Communication with Shareholders and Investors](index=28&type=section&id=Communication%20with%20Shareholders%20and%20Investors) The company prioritizes effective shareholder communication via its website, hotline, and email, encouraging general meeting attendance, and outlining procedures for shareholders to convene extraordinary general meetings and propose resolutions - The company communicates with shareholders and investors through various channels, including its website (www.jcfash.com), telephone hotline, and email address[111](index=111&type=chunk) - Pursuant to Article 64 of the Articles of Association, shareholders holding not less than **10%** of the paid-up share capital have the right to request an extraordinary general meeting[112](index=112&type=chunk) [Environmental, Social and Governance (ESG) Report](index=30&type=section&id=Environmental%2C%20Social%20and%20Governance%20%28ESG%29%20Report) This ESG report details the Group's environmental, social, and governance policies, measures, and performance, covering emissions, resource use, climate strategies, employee welfare, and supply chain management, demonstrating commitment to sustainable development [Environmental](index=36&type=section&id=Environmental) The Group is committed to reducing its environmental impact, with total greenhouse gas emissions of 220.155 tonnes of CO2e, re-integrating 36.4 tonnes of fabric waste, and adopting the TCFD framework for climate-related disclosures Greenhouse Gas Emissions | Greenhouse Gas Emissions (tonnes of CO2e) | FY2025 | | :--- | :--- | | Scope 1 (Direct Emissions) | 0.310 | | Scope 2 (Indirect Emissions - Energy) | 142.925 | | Scope 3 (Indirect Emissions - Value Chain) | 76.920 | | **Total Emissions** | **220.155** | - The Group utilizes the innovative blockchain platform TT Green for greenhouse gas inventory management and carbon emission calculation to ensure data accuracy and completeness[140](index=140&type=chunk) - In fabric waste management, **36.4 tonnes** of non-hazardous fabric waste were re-integrated into the production process during the reporting period, demonstrating circular economy practices[155](index=155&type=chunk) - The report incorporates recommendations from the Task Force on Climate-related Financial Disclosures (TCFD) for the first time, comprehensively outlining climate-related risks and opportunities, governance structure, strategies, and scenario analysis[178](index=178&type=chunk)[199](index=199&type=chunk) [Social](index=70&type=section&id=Social) The Group focuses on employee welfare, supply chain ethics, and product safety, reporting 49 employees, 100% training coverage, zero fatalities, zero lost workdays, zero product recalls, zero customer complaints, and zero corruption cases, while rigorously managing 13 key suppliers - In employment, the Group has **49 employees**, with **69% female**; the highest turnover rate was in Hong Kong (**20%**) and among the **20-29 age group (27%)**[255](index=255&type=chunk)[257](index=257&type=chunk)[258](index=258&type=chunk) - In health and safety, the reporting period saw **zero work-related fatalities** and **zero lost workdays due to work-related injuries**[265](index=265&type=chunk)[268](index=268&type=chunk) - In development and training, **100% of employees** received training, with middle management having the highest average training hours (**3.75 hours**)[278](index=278&type=chunk)[280](index=280&type=chunk) - In product responsibility, there were **zero product recalls** due to safety and health reasons and **zero related complaints** during the reporting period[305](index=305&type=chunk)[306](index=306&type=chunk) - In anti-corruption, there were **no concluded corruption-related cases** during the reporting period, and anti-corruption training was provided to all directors and employees[312](index=312&type=chunk)[314](index=314&type=chunk) - In supply chain management, the Group conducts rigorous environmental and social risk assessments for suppliers located in Hong Kong (**8 suppliers**) and Mainland China (**5 suppliers**)[289](index=289&type=chunk)[290](index=290&type=chunk) [Directors' Report](index=91&type=section&id=Directors%27%20Report) This report outlines the Board's work for the fiscal year, covering principal business, performance, and share capital, confirming no final dividend recommendation, disclosing major client and supplier concentrations, and affirming compliance with non-competition undertakings and public float requirements - The Board does not recommend the payment of a final dividend for the current year[324](index=324&type=chunk) Customer and Supplier Concentration | Concentration Analysis | Percentage of Total | | :--- | :--- | | Sales to Largest Customer | 29.3% | | Sales to Top Five Customers | 82.2% | | Purchases from Largest Supplier | 34.0% | | Purchases from Top Five Suppliers | 85.6% | - Chairman Mr. Choi King Ting, through his wholly-owned JC Fashion International Group Limited, collectively holds a **74.91% equity interest** in the company[349](index=349&type=chunk)[351](index=351&type=chunk) - During the reporting period and up to the date of this report, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[358](index=358&type=chunk) - The company confirms that it maintained a public float of at least **25%** during the current year and up to the date of this report, in compliance with Listing Rules requirements[364](index=364&type=chunk) [Independent Auditor's Report](index=99&type=section&id=Independent%20Auditor%27s%20Report) This report by Debo CPA Limited provides an unmodified opinion on the consolidated financial statements, affirming they present a true and fair view, and highlights key audit matters including revenue recognition, trade receivables impairment, and asset impairment - The auditor issued an **unmodified opinion** on the Group's consolidated financial statements (true and fair view)[370](index=370&type=chunk) - Key audit matters include: - **Revenue Recognition for Apparel Products Supply**: Due to its significant contribution to total revenue and management's judgment on recognition timing - **Impairment Assessment of Trade Receivables**: Due to its significance to the consolidated financial position and subjective judgment and estimation of expected credit losses - **Impairment of Property, Plant and Equipment, Intangible Assets and Right-of-Use Assets**: Due to its significance to the consolidated financial statements and high level of management judgment in determining recoverable amounts[372](index=372&type=chunk)[373](index=373&type=chunk)[375](index=375&type=chunk)[377](index=377&type=chunk) [Consolidated Financial Statements](index=107&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's audited consolidated financial statements for the year ended April 30, 2025, including key statements and notes, showing annual revenue of HKD 153.8 million, a loss of HKD 6.041 million, total assets of HKD 116.5 million, and net assets of HKD 83.11 million [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=107&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This fiscal year, the Group recorded revenue of HKD 153.8 million, a 25.1% increase, and gross profit of HKD 30.35 million, up 65.6%, leading to a significant reduction in loss for the year to HKD 6.04 million Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (HKD thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 153,766 | 122,905 | | Gross Profit | 30,347 | 18,319 | | Loss Before Tax | (6,255) | (17,359) | | Loss for the Year | (6,041) | (17,147) | | Total Comprehensive Expense for the Year | (6,234) | (17,631) | | Basic Loss Per Share (HKD) | (0.189) | (0.536) | [Consolidated Statement of Financial Position](index=108&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of April 30, 2025, the Group's total assets increased to HKD 116.5 million, total liabilities rose to HKD 33.38 million due to new borrowings, and total equity decreased to HKD 83.11 million Consolidated Statement of Financial Position | Item (HKD thousand) | April 30, 2025 | April 30, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 20,032 | 26,662 | | Current Assets | 96,460 | 77,635 | | **Total Assets** | **116,492** | **104,297** | | **Liabilities and Equity** | | | | Current Liabilities | 32,872 | 13,349 | | Non-current Liabilities | 510 | 1,604 | | **Total Liabilities** | **33,382** | **14,953** | | **Total Equity** | **83,110** | **89,344** | [Consolidated Statement of Cash Flows](index=111&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This fiscal year, the Group experienced a net cash outflow from operating activities of HKD 12.74 million, net cash inflow from investing activities of HKD 3.82 million, and net cash inflow from financing activities of HKD 7.12 million, resulting in a year-end cash balance of HKD 30.44 million Consolidated Statement of Cash Flows | Item (HKD thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | (12,738) | 1,479 | | Net Cash from Investing Activities | 3,820 | 237 | | Net Cash from Financing Activities | 7,117 | (3,008) | | Net Decrease in Cash and Cash Equivalents | (1,801) | (1,292) | | Cash and Cash Equivalents at Year-End | 30,439 | 32,430 | [Financial Summary](index=175&type=section&id=Financial%20Summary) This summary provides key performance and financial position data for the Group over the past five fiscal years, showing fluctuating revenue, three consecutive years of pre-tax losses, and a declining net asset value Five-Year Financial Summary | Item (HKD thousand) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 153,766 | 122,905 | 149,362 | 168,888 | 120,932 | | (Loss) Profit Before Tax | (6,255) | (17,359) | (16,517) | 1,230 | 1,051 | | Net Assets | 83,110 | 89,344 | 106,975 | 126,194 | 125,960 |

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，並明確表示概不就因本公告全部或任何部分內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 SG Group Holdings Limited 樺欣控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1657） 1 樺欣控股有限公司 截至二零二五年四月三十日止年度的全年業績公告 樺欣控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公司及其附屬公 司截至二零二五年四月三十日止年度之綜合業績。本公告列載本公司截至二零二五年 四月三十日止年度的二零二五年年報全文，乃符合香港聯合交易所有限公司（「聯交所」） 證券上市規則（「上市規則」）中有關全年業績初步公告附載的資料之相關要求。 承董事會命 樺欣控股有限公司 主席、行政總裁兼執行董事 蔡敬庭 香港，二零二五年七月二十九日 於本公告日期，執行董事為蔡敬庭先生、蔡清丞先生及李麗美女士；而獨立非執行董事 為黎國鴻先生、楊存洲先生及 Cüneyt Bülent Bilâloˇglu 先生。 目錄 | 公司資料 | 2 | | --- ...

Financial Summary [Financial Summary](index=3&type=section&id=Financial%20Summary) The Group's revenue plummeted, resulting in a significant net loss driven by a sharp decline in Mainland China revenue Five-Year Financial Data Summary (HK$ million) | Financial Item (HK$ million) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | 2,408 | 2,644 | 3,945 | 4,416 | 3,956 | | **Total Liabilities** | 1,344 | 1,448 | 2,688 | 2,941 | 2,482 | | **Total Equity** | 1,064 | 1,196 | 1,257 | 1,475 | 1,474 | | **Revenue** | 280 | 862 | 1,217 | 155 | 226 | | **(Loss)/Profit Attributable to Owners** | (138) | 40 | 5 | (101) | 43 | | **(Loss)/Earnings Per Share (HK cents)** | (17.05) | 5.43 | 0.63 | (13.77) | 5.84 | | **Dividend** | – | – | – | – | – | - In fiscal year 2025, revenue from Mainland China was **HK$279.7 million**, a sharp decrease from HK$862.2 million in fiscal year 2024, which was the primary reason for the decline in the Group's total revenue[7](index=7&type=chunk) Corporate Information [Corporate Information](index=4&type=section&id=Corporate%20Information) This section outlines the company's core organizational structure, key personnel, and professional advisors - The Board of Directors comprises Executive, Non-executive, and Independent Non-executive Directors, with **Mr. Yue Ying as Chairman** and **Mr. Su Xiaonong as Chief Executive Officer**[11](index=11&type=chunk)[12](index=12&type=chunk) - The company has established Audit, Remuneration, and Nomination Committees, chaired by Independent Non-executive Director Mr. Chow Siu Hang or Non-executive Director Mr. Yue Ying to ensure governance independence[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) - The company's auditor is **Pan-China International CPA Limited**, and its shares are listed on The Stock Exchange of Hong Kong Limited under the stock code **508**[11](index=11&type=chunk)[15](index=15&type=chunk) Chairman's Statement [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Group reported a net loss due to property business decline but is diversifying through acquisitions and exploring new investments - The net loss for the year was mainly caused by a combination of factors: - Decreased sales recognized from the property development business in China - Impairment loss provisions for loans and interest receivable - Write-downs of properties under development and properties held for sale - The loss was partially offset by gains on fair value changes of financial assets[19](index=19&type=chunk)[21](index=21&type=chunk) - On March 31, 2025, the Group completed the acquisition of Savor Dining Collective Limited, re-entering the high-end catering business and now holds **six restaurants in prime locations in Shenzhen**[24](index=24&type=chunk)[27](index=27&type=chunk) - The Group will continue to explore investment opportunities in sectors such as **new energy, finance, marine industries, and property development**[25](index=25&type=chunk)[27](index=27&type=chunk) Management Discussion and Analysis [Business Review](index=9&type=section&id=Business%20Review) The Group's revenue fell 67.5% leading to a net loss, driven by property business decline, despite a turnaround in securities trading Performance by Business Segment (HK$ million) | Business Segment | 2025 Revenue | 2024 Revenue | 2025 (Loss)/Profit | 2024 (Loss)/Profit | | :--- | :--- | :--- | :--- | :--- | | **Securities Trading** | - | - | 31 | (5) | | **Loan Financing** | 56 | 71 | 44 | 152 | | **Property Development** | 223 | 791 | (187) | (12) | - As of March 31, 2025, the total principal amount of loans receivable was approximately **HK$882 million** (2024: HK$854 million), with annual interest rates ranging from **6% to 8%**[45](index=45&type=chunk)[49](index=49&type=chunk) - The acquisition of the catering service business was completed on March 31, 2025, marking the Group's re-entry into the restaurant industry with **six high-end restaurants in Shenzhen**[83](index=83&type=chunk)[86](index=86&type=chunk) [Financial Review](index=17&type=section&id=Financial%20Review) The Group's financial position weakened with decreased revenue and cash reserves, though gross profit margin improved Key Financial Indicators (HK$ million) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | **Revenue** | 280 | 862 | | **Gross Profit** | 60 | 108 | | **Gross Profit Margin** | 21.4% | 12.5% | | **Shareholders' Funds** | 1,064 | 1,196 | | **Cash and Bank Balances** | 51 | 114 | - The total debt-to-equity ratio increased from **0.82** in 2024 to **0.92** in 2025, and the net debt-to-equity ratio rose from **0.72** to **0.87**[103](index=103&type=chunk)[108](index=108&type=chunk) - As of March 31, 2025, the fair value of the Group's listed equity securities was approximately **HK$41 million**, with a recorded fair value gain of about **HK$31 million**[94](index=94&type=chunk)[100](index=100&type=chunk) [Strategy and Outlook](index=19&type=section&id=Strategy%20and%20Outlook) The Group will maintain core operations while actively seeking new investment opportunities in strategic growth sectors - The Group will continue to explore new investment opportunities beyond its existing businesses to strengthen its core operations and enhance shareholder value[116](index=116&type=chunk)[121](index=121&type=chunk) - Key investment areas of focus include **resource and energy projects, property development, fintech, pharmaceuticals, and marine industries**[116](index=116&type=chunk)[121](index=121&type=chunk) Directors and Senior Management Profile [Directors and Senior Management Profile](index=19&type=section&id=Directors%20and%20Senior%20Management%20Profile) This section details the extensive professional backgrounds and diverse expertise of the company's directors and senior management - Executive Directors **Mr. Su Xiaonong** and **Mr. Zeng Shan** possess decades of experience in investment management, corporate restructuring, and venture capital[122](index=122&type=chunk)[123](index=123&type=chunk) - Non-executive Director and Chairman **Mr. Yue Ying** has over 30 years of experience in banking, finance, and risk management, having held senior positions at several major banks[127](index=127&type=chunk) - The team of Independent Non-executive Directors comprises professionals with backgrounds in **audit, accounting, law, and banking**, providing independent oversight for corporate governance[133](index=133&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) Corporate Governance Report [Corporate Governance Framework](index=25&type=section&id=Corporate%20Governance%20Framework) The company adheres to high corporate governance standards, with separate Chairman and CEO roles, despite some minor code deviations - During the reporting period, the company complied with all code provisions of the Corporate Governance Code, with some deviations such as **the notice period for seven board meetings being less than 14 days**[146](index=146&type=chunk)[176](index=176&type=chunk) - A director of a subsidiary, **Mr. Li Guangyu**, inadvertently conducted two share transactions during a blackout period, breaching the Model Code; the company has taken remedial actions[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - Since October 15, 2024, the roles of **Chairman (Mr. Yue Ying)** and **Chief Executive Officer (Mr. Su Xiaonong)** have been held by different individuals, in compliance with the code[184](index=184&type=chunk) [Board Committees](index=33&type=section&id=Board%20Committees) The company's governance is supported by Audit, Remuneration, and Nomination committees to ensure oversight and accountability - The Audit Committee comprises three Independent Non-executive Directors, with Chairman **Mr. Chow Siu Hang** holding professional accounting qualifications; it held **3 meetings** to review financial reports and internal controls[195](index=195&type=chunk)[201](index=201&type=chunk)[203](index=203&type=chunk) - The Remuneration Committee, consisting of three Independent Non-executive Directors and one Executive Director, held **3 meetings** to review the remuneration packages for directors and senior management[205](index=205&type=chunk)[208](index=208&type=chunk) - The Nomination Committee reviews the Board's structure and composition and has adopted a board diversity policy; as of March 31, 2025, the Board included **one female director**[213](index=213&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) [Risk Management and Internal Control](index=42&type=section&id=Risk%20Management%20and%20Internal%20Control) The Group maintains a COSO-based risk management and internal control system, which was deemed effective by the Board - The Group's risk management system involves risk identification, assessment, and management, while its internal control system is based on the **COSO 2013 framework**[239](index=239&type=chunk)[240](index=240&type=chunk) - The Board, through the Audit Committee, conducted an annual review of the risk management and internal control systems and concluded they were **effective and adequate**[253](index=253&type=chunk)[261](index=261&type=chunk) - The Group's internal audit function is outsourced to an independent professional firm, whose annual review found the systems to be **generally satisfactory with no major control deficiencies identified**[247](index=247&type=chunk)[254](index=254&type=chunk) [Shareholders' Rights](index=46&type=section&id=Shareholders'%20Rights) This section outlines procedures for shareholders to convene meetings, make inquiries, and propose resolutions - Shareholders holding not less than **one-tenth of the paid-up capital** of the company may request the Board to convene a special general meeting[270](index=270&type=chunk) - The company has established multiple channels, including email, mail, and general meetings, to ensure two-way communication with shareholders[272](index=272&type=chunk) - The company adopted a dividend policy in March 2019, but dividend declaration is not guaranteed and depends on various factors including financial condition and future capital needs[277](index=277&type=chunk)[278](index=278&type=chunk) Environmental, Social and Governance Report [A. Environmental Aspects](index=54&type=section&id=A.%20Environmental%20Aspects) The Group reduced its environmental footprint, primarily due to the completion of property projects, and is managing climate-related risks Environmental Performance Data | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | **Total GHG Emissions** | tonnes CO2e | 49.5 | 146 | | **Total Energy Consumption** | MWh | 84 | 254 | | **Total Water Consumption** | m³ | 4,216 | 3,833 | | **Non-hazardous Waste** | tonnes | 0.25 | 0.25 | - The significant reduction in greenhouse gas emissions and energy consumption was mainly attributable to the **completion of projects in the property development business**[326](index=326&type=chunk)[327](index=327&type=chunk) - The Group has identified climate-related risks, including transition risks like stricter building regulations and physical risks like extreme weather, and has developed corresponding mitigation strategies[357](index=357&type=chunk)[359](index=359&type=chunk)[360](index=360&type=chunk) [B. Social Aspects](index=63&type=section&id=B.%20Social%20Aspects) The Group expanded its workforce through acquisition while maintaining strong labor standards, product responsibility, and anti-corruption measures - As of March 31, 2025, the total number of employees increased significantly to **264** (2024: 49), with an annual employee turnover rate of **16%**[367](index=367&type=chunk)[368](index=368&type=chunk)[369](index=369&type=chunk) - Over the past three years, the Group recorded **no lost days due to work injury** and **no work-related fatalities**[376](index=376&type=chunk) - The Group strictly adheres to anti-corruption regulations with established reporting policies; there were **no legal cases regarding corrupt practices** against the Group or its employees during the period[400](index=400&type=chunk)[401](index=401&type=chunk) - During the reporting period, the Group received **no complaints regarding its products and services** and identified **no violations of customer data protection regulations**[393](index=393&type=chunk)[399](index=399&type=chunk) Report of the Directors [Business and Financial Overview](index=79&type=section&id=Business%20and%20Financial%20Overview) The Group's principal activities are investment holding and its subsidiaries' operations, with no final dividend proposed for the year - The Board **does not recommend the payment of a final dividend** for the year ended March 31, 2025[427](index=427&type=chunk)[433](index=433&type=chunk) - Revenue from the five largest customers accounted for approximately **4%** of total revenue, while purchases from the five largest suppliers accounted for about **86%** of total purchases[439](index=439&type=chunk)[444](index=444&type=chunk) - As of March 31, 2025, the Group had **264** full-time employees worldwide (2024: 49), with total annual staff costs of approximately **HK$10 million**[440](index=440&type=chunk)[445](index=445&type=chunk) [Directors' and Shareholders' Interests](index=82&type=section&id=Directors'%20and%20Shareholders'%20Interests) This section discloses the shareholding interests of directors and major shareholders, identifying Mr. Li Guangyu as the ultimate controlling party Interests of Directors and Chief Executive | Name of Director | Capacity | Number of Shares Held | Approx. % of Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Su Xiaonong | Beneficial owner | 1,465,500 | 0.17% | | Mr. Zeng Shan | Beneficial owner | 20,546,500 | 2.42% | Substantial Shareholders' Interests | Name of Substantial Shareholder | Capacity | Number of Shares Held | Approx. % of Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Li Guangyu | Beneficial owner & interest of controlled corporation | 326,071,540 | 38.33% | | Winner Zone Capital Investment Limited | Beneficial owner | 297,967,040 | 35.03% | | China State Shipbuilding Corporation Limited | Interest of controlled corporations | 90,868,500 | 10.68% | [Share Option Scheme](index=86&type=section&id=Share%20Option%20Scheme) The company's old share option scheme expired, and a new scheme was adopted in November 2023 with no options granted yet - The remaining **60,950,000 options** under the old share option scheme lapsed after April 10, 2024, leaving no outstanding options under that scheme as of March 31, 2025[492](index=492&type=chunk)[497](index=497&type=chunk) - The company adopted a new 10-year share option scheme on November 3, 2023, with a total of **73,567,830 shares** available for issue, representing approximately **8.65%** of the issued shares[499](index=499&type=chunk)[503](index=503&type=chunk) - As of the date of this report, **no options have been granted** under the new share option scheme[505](index=505&type=chunk)[515](index=515&type=chunk) Independent Auditor's Report [Auditor's Opinion and Key Audit Matters](index=96&type=section&id=Auditor's%20Opinion%20and%20Key%20Audit%20Matters) The auditor issued an unqualified opinion, highlighting impairment of loans receivable and property valuation as key audit matters - The auditor issued an **unqualified opinion** on the Group's consolidated financial statements[556](index=556&type=chunk)[558](index=558&type=chunk) - Key Audit Matter 1: **Impairment assessment of loans and interest receivable**, which had a carrying amount of approximately HK$852 million with a loss allowance of HK$96.29 million, involving significant management judgment on the ECL model[561](index=561&type=chunk)[564](index=564&type=chunk)[565](index=565&type=chunk) - Key Audit Matter 2: **Net realizable value assessment of properties under development and held for sale**, with a combined carrying amount of approximately HK$1.049 billion and a write-down of HK$140 million, requiring high-level management judgment[570](index=570&type=chunk)[572](index=572&type=chunk)[573](index=573&type=chunk) Consolidated Financial Statements [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=104&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group's revenue declined sharply, leading to a net loss attributable to owners of HK$138 million for the fiscal year Key Data from Consolidated Statement of Profit or Loss (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | **Revenue** | 279,708 | 862,189 | | **Gross Profit** | 59,947 | 108,018 | | **(Loss)/Profit Before Tax** | (127,354) | 116,547 | | **(Loss)/Profit Attributable to Owners** | (138,195) | 39,984 | | **Basic and Diluted (Loss)/Earnings Per Share (HK cents)** | (17.05) | 5.43 | [Consolidated Statement of Financial Position](index=105&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) The Group's total assets and equity decreased, primarily due to a reduction in the value of property assets Key Data from Consolidated Statement of Financial Position (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | **Total Assets** | 2,408,279 | 2,644,228 | | Non-current Assets | 135,185 | 54,074 | | Current Assets | 2,273,094 | 2,590,154 | | **Total Liabilities** | 1,344,370 | 1,448,363 | | Current Liabilities | 1,315,450 | 1,447,262 | | Non-current Liabilities | 28,920 | 1,101 | | **Total Equity** | 1,063,909 | 1,195,865 | [Consolidated Statement of Cash Flows](index=110&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group experienced a net cash outflow from operating activities, resulting in a decrease in cash and cash equivalents Key Data from Consolidated Statement of Cash Flows (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | **Net Cash From Operating Activities** | (79,699) | 225,786 | | **Net Cash From Investing Activities** | 553 | 361 | | **Net Cash From Financing Activities** | 30,115 | (314,292) | | **Net Decrease in Cash and Cash Equivalents** | (49,031) | (88,145) | | **Cash and Cash Equivalents at End of Year** | 51,473 | 113,981 | [Notes to the Consolidated Financial Statements](index=112&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail the basis of preparation, segmental performance, and the acquisition of a new catering business - Despite the Group's loss, the ultimate controlling party, **Mr. Li Guangyu**, has committed not to demand repayment of his HK$980 million loan before March 31, 2026, thus supporting the going concern basis of the financial statements[621](index=621&type=chunk)[623](index=623&type=chunk) Segment Assets and Liabilities for FY2025 (HK$'000) | Business Segment | Segment Assets | Segment Liabilities | | :--- | :--- | :--- | | **Securities Trading** | 40,665 | – | | **Loan Financing** | 851,696 | – | | **Property Development** | 1,401,713 | 127,082 | | **Catering Services** | 78,804 | 56,867 | - On March 31, 2025, the Group acquired Savor Group for a base consideration of **HK$22 million**, which resulted in goodwill of HK$63,000 that was **fully impaired** within the year[913](index=913&type=chunk)[916](index=916&type=chunk)[918](index=918&type=chunk)

年 報 2024/2025 目錄 | 公司資料 | 2 | | --- | --- | | 公司簡介 | 3-4 | | 集團架構 | 5 | | 董事及高級管理層履歷 | 6-9 | | 主席報告 | 10 | | 管理層討論及分析 | 11-16 | | 財務概要 | 17 | | 企業管治報告 | 18-28 | | 董事會報告 | 29-40 | | 獨立核數師報告 | 41-45 | 經審核財務報表 | 綜合損益表 | 46 | | --- | --- | | 綜合全面收益表 | 47 | | 綜合財務狀況表 | 48-49 | | 綜合權益變動報表 | 50-51 | | 綜合現金流量表 | 52-54 | | 財務報表附註 | 55-151 | | 物業詳情 | 152 | 附註： 本年報中英版本如有歧異，概以英文版為準。 公司 資料 執行董事 黃良柏先生，銅紫荊星章 （主席） 黃焯安先生 （行政總裁） 盧文波先生 （首席財務官） 獨立非執行董事 陳炳煥先生，銀紫荊星章，太平紳士 方文傑先生 陳方剛先生 張嘉尹女士（於二零二四年十二月一日獲委任） 審核委員會 陳炳煥先生，銀紫荊星章，太平紳士 （ ...

Palasino Holdings Limited 百樂皇宮控股有限公司 (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：2536 2025 中 期 報 告 Palasino Holdings Limited 百 ANNUAL REPORT 年報 INTERIM REP ORT 2 024-25 樂 皇 宮 控 股 有 限 公 司 目錄 2 公司資料 3 財務及營運摘要 4 主席報告書 5 行政總裁報告書 7 董事及高級管理層簡介 14 五年財務概要 15 管理層討論及分析 29 非香港財務報告準則財務計量 30 董事會報告 40 企業管治報告書 53 獨立核數師報告書 57 綜合損益及其他全面收益表 58 綜合財務狀況表 60 綜合權益變動表 61 綜合現金流量表 63 綜合財務報表附註 116 主要物業一覽表 118 字彙 2 百樂皇宮控股有限公司 廖毅榮（主席） 林錦才 吳先僑 焦捷（於二零二四年七月一日獲委任） 提名委員會 公司資料 於 ...

公司資料 董事會 執行董事 陳龍先生 （主席） 謝海州先生（於二零二四年十一月一日辭任） 陳紹嘉先生 （執行總裁） 獨立非執行董事 年 報 Annual Report Annual Report 2024/25 年報 目錄 2 公司資料 4 主席報告書 6 五年財務摘要 7 管理層討論及分析 14 董事履歷 17 企業管治報告 30 董事會報告 42 環境、社會及管治報告 62 獨立核數師報告 66 綜合損益及其他全面收益表 67 綜合財務狀況報表 68 綜合權益變動表 70 綜合現金流量表 71 綜合財務報表附註 袁偉健先生 劉耀傑先生（於二零二四年十一月一日辭任） 馬世欽先生 紀鈴子女士（於二零二四年十一月一日獲委任） 審核委員會 袁偉健先生 （主席） 紀鈴子女士 馬世欽先生 薪酬委員會 馬世欽先生 （主席） 陳龍先生 袁偉健先生 紀鈴子女士 提名委員會 袁偉健先生 （主席） 陳龍先生 紀鈴子女士 馬世欽先生 公司秘書 王潤輝先生 授權代表 陳龍先生 王潤輝先生 註冊辦事處 Clarendon House 2 Church Street Hamilton HM 11 Bermuda 主要營業地點 香港九龍 ...