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[Performance Highlights](index=1&type=section&id=Annual%20Performance%20Summary) The company achieved a 7.4% revenue growth and a significant increase in annual profit to HK$5.4 million in FY2025, with no dividends proposed FY2025 Performance Highlights | Metric | Performance | | :--- | :--- | | Revenue Growth | Increased by approximately 7.4% YoY | | Annual Profit | Approximately HK$5.4 million (HK$1.3 million in prior year) | | Dividend | No dividend proposed | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements present the company's profit or loss, comprehensive income, and financial position, highlighting significant growth in net profit and cash reserves [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended April 30, 2025, the company reported revenue of HK$77.224 million, a 7.4% increase, with profit attributable to owners significantly rising to HK$5.416 million due to substantial reductions in selling, distribution, and administrative expenses Consolidated Statement of Profit or Loss (For the year ended April 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 77,224 | 71,854 | +7.4% | | Gross Profit | 22,357 | 41,460 | -46.1% | | Selling and Distribution Costs | (9,361) | (21,100) | -55.6% | | Administrative Expenses | (8,134) | (18,015) | -54.9% | | Profit Before Tax | 6,940 | 4,544 | +52.7% | | Profit for the Year Attributable to Owners of the Company | 5,416 | 1,281 | +322.8% | | Earnings Per Share (HK Cents) | 0.68 | 0.16 | +325.0% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of April 30, 2025, total assets increased to HK$209 million and total equity to HK$20.424 million, driven by a significant rise in cash and cash equivalents to HK$127 million, while trade and other payables also increased Consolidated Statement of Financial Position Summary (As of April 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 1,751 | 1,768 | | Cash and Cash Equivalents | 127,130 | 65,837 | | Inventories | 7,298 | 4,523 | | Trade and Other Receivables and Prepayments | 72,739 | 100,962 | | **Total Assets** | **208,918** | **173,090** | | **Equity and Liabilities** | | | | Total Equity | 20,424 | 15,371 | | Trade and Other Payables | 142,112 | 110,540 | | Amount Due to Ultimate Holding Company | 46,074 | 46,095 | | **Total Liabilities** | **188,494** | **157,719** | | **Total Equity and Liabilities** | **208,918** | **173,090** | [Notes to the Consolidated Financial Statements](index=4&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed notes on the company's operations, accounting policies, and specific financial statement line items [Company Information and Accounting Policies](index=4&type=section&id=Company%20Information%20and%20Accounting%20Policies) The company, an investment holding entity registered in the Cayman Islands, primarily engages in watch wholesale, compound fertilizer manufacturing and sales, and trading agency for fertilizer-related products, with no significant impact from newly applied HKFRS amendments this year - Company's principal activities include **watch wholesale in Hong Kong**, **compound fertilizer manufacturing and sales in Mainland China**, and **trading agency for fertilizer raw materials and products**[7](index=7&type=chunk) - Newly applied accounting standards concerning sale and leaseback, liability classification, and supplier finance arrangements had **no material impact on the financial statements** after assessment[9](index=9&type=chunk)[10](index=10&type=chunk)[12](index=12&type=chunk) [Revenue](index=6&type=section&id=3.%20Revenue) Total revenue for the year was HK$77.224 million, a 7.4% year-on-year increase, primarily driven by a significant rise in compound fertilizer sales, which offset a substantial decline in commission income Revenue Composition | Revenue Source | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Sales of Watches | 1,162 | 1,771 | -34.4% | | Sales of Compound Fertilizer | 58,099 | 30,960 | +87.7% | | Service Income | 9 | 10 | -10.0% | | Commission Income | 17,954 | 39,113 | -54.1% | | **Total Revenue** | **77,224** | **71,854** | **+7.4%** | [Segment Information](index=7&type=section&id=4.%20Segment%20Information) The Group's operations are categorized into wholesale, trading, and manufacturing segments, with the manufacturing segment (compound fertilizer) becoming the primary contributor to revenue and profit this year, while most revenue originated from Mainland China Performance by Business Segment (2025) | Segment | Revenue (HK$ Thousand) | Segment (Loss)/Profit (HK$ Thousand) | | :--- | :--- | :--- | | Wholesale (Watches) | 1,171 | (905) | | Trading (Fertilizer Agency) | 17,954 | 7,175 | | Manufacturing (Compound Fertilizer) | 58,099 | 2,342 | | **Total** | **77,224** | **8,612** | Performance by Business Segment (2024) | Segment | Revenue (HK$ Thousand) | Segment (Loss)/Profit (HK$ Thousand) | | :--- | :--- | :--- | | Wholesale (Watches) | 1,781 | (5,361) | | Trading (Fertilizer Agency) | 39,113 | 16,261 | | Manufacturing (Compound Fertilizer) | 30,960 | 1,471 | | **Total** | **71,854** | **12,371** | Revenue by Geographical Location of Customers | Region | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Mainland China | 76,053 | 70,073 | | Hong Kong | 1,171 | 1,781 | | **Total** | **77,224** | **71,854** | [Other Income and Losses Net](index=10&type=section&id=5.%20Other%20Income%20and%20Losses%20Net) Net other income and losses for the year amounted to HK$2.087 million, a slight decrease from HK$2.37 million last year, primarily due to a significant reduction in net exchange gains offset by new commission income from wine sales Other Income and Losses Net Details | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net Exchange Gain | 55 | 1,939 | | Interest Income | 99 | 281 | | Gain on Disposal of Property, Plant and Equipment | 285 | — | | Commission Income from Sales of Wine | 1,607 | — | | **Total** | **2,087** | **2,370** | [Finance Costs and Profit Before Tax](index=10&type=section&id=6.%20Finance%20Costs%20and%207.%20Profit%20Before%20Tax) Finance costs significantly decreased to HK$9 thousand this year, and profit before tax reached HK$6.94 million, largely attributable to a substantial reduction in total staff costs from HK$18.692 million to HK$9.697 million - Finance costs decreased from **HK$0.171 million to HK$0.009 million**, mainly due to reduced interest on lease liabilities[30](index=30&type=chunk) Profit Before Tax Deductions | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total Staff Costs | 9,697 | 18,692 | | Freight Costs | 2,079 | 13,646 | | Carrying Amount of Inventories Sold | 53,931 | 30,002 | [Income Tax Expense](index=11&type=section&id=8.%20Income%20Tax%20Expense) Income tax expense for the year was HK$1.524 million, a notable decrease from HK$3.263 million last year, primarily due to a reduction in current tax for China enterprise income tax Income Tax Expense Composition | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current Tax (China) | 1,512 | 3,440 | | Over-provision in Prior Years (China) | (203) | (166) | | Deferred Tax | 215 | (11) | | **Total** | **1,524** | **3,263** | [Dividends and Earnings Per Share](index=11&type=section&id=9.%20Dividends%20and%2010.%20Earnings%20Per%20Share) The company did not propose or pay any dividends for FY2025 or FY2024, while basic and diluted earnings per share significantly increased to 0.68 HK cents this year, driven by higher net profit - The Board did not recommend the payment of any dividend for the years ended April 30, 2025 and 2024[33](index=33&type=chunk) Earnings Per Share Calculation | Item | 2025 | 2024 | | :--- | :--- | :--- | | Profit Attributable to Owners (HK$ Thousand) | 5,416 | 1,281 | | Weighted Average Number of Ordinary Shares | 800,000,000 | 800,000,000 | | **Basic and Diluted Earnings Per Share (HK Cents)** | **0.68** | **0.16** | [Key Assets and Liabilities](index=12&type=section&id=Key%20Assets%20and%20Liabilities) This year, the Group's prepayments decreased from HK$100 million to HK$72.225 million, mainly for fertilizer raw material purchases, while trade payables significantly increased from HK$15.487 million to HK$70.257 million, and the amount due to the ultimate holding company remained at HK$46.074 million, being unsecured, interest-free, and repayable on demand [Trade and Other Receivables and Prepayments](index=12&type=section&id=11.%20Trade%20and%20Other%20Receivables%20and%20Prepayments) As of April 30, 2025, total trade and other receivables and prepayments amounted to HK$72.739 million, a decrease from HK$100.962 million in the prior year, with prepayments for fertilizer-related product purchases in China constituting the majority Receivables and Prepayments Details | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Receivables | 363 | 545 | | Prepayments | 72,225 | 100,215 | | **Total** | **72,739** | **100,962** | - Trade receivables overdue by more than 90 days amounted to **HK$0.146 million**, which management believes has **significantly reduced credit risk** and requires no provision[38](index=38&type=chunk) [Trade and Other Payables](index=13&type=section&id=12.%20Trade%20and%20Other%20Payables) As of April 30, 2025, total trade and other payables increased to HK$142 million from HK$111 million in the prior year, primarily due to a substantial rise in trade payables from HK$15.487 million to HK$70.257 million, while contract liabilities (customer advances) decreased Trade and Other Payables Details | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Payables | 70,257 | 15,487 | | Other Accruals and Payables | 33,895 | 36,357 | | Contract Liabilities | 37,960 | 58,696 | | **Total** | **142,112** | **110,540** | - The amount due to the ultimate holding company is approximately **HK$46.074 million**, which is **unsecured, interest-free, and repayable on demand**[43](index=43&type=chunk)[6](index=6&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business and financial performance, liquidity, human resources, and future outlook [Business Review](index=15&type=section&id=Business%20Review) Despite a challenging operating environment with stagnant watch wholesale and significantly reduced fertilizer trading due to price declines and export policy tightening, the Group achieved overall revenue and profit growth by leveraging its compound fertilizer manufacturing and sales business and implementing strict cost controls - Urea export volume significantly decreased by approximately **94.3% year-on-year** due to tightening export policies[45](index=45&type=chunk) - Compound fertilizer trading volume decreased by approximately **45.4% year-on-year**, but increased domestic urea trading volume partially offset the impact[45](index=45&type=chunk) - The compound fertilizer manufacturing business produced **27,486 tons** and sold **26,339 tons** for the year, becoming the primary driver of performance growth[46](index=46&type=chunk) [Financial Review](index=16&type=section&id=Financial%20Review) Total revenue increased by 7.4% to HK$77.2 million this year, primarily driven by an 87.4% growth in compound fertilizer manufacturing and sales revenue, which offset a 54.0% decline in trading business revenue, leading to increased profit before tax and profit attributable to owners despite a 46.0% decrease in gross profit due to significant reductions in operating expenses like freight and staff costs Key Financial Item Changes | Item | 2025 (HK$ Million) | 2024 (HK$ Million) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 77.2 | 71.9 | +7.4% | | Gross Profit | 22.4 | 41.5 | -46.0% | | Selling and Distribution Costs | 9.4 | 21.1 | -55.5% | | Administrative Expenses | 8.1 | 18.0 | -55.0% | | Profit Before Tax | 6.9 | 4.5 | +53.3% | | Profit Attributable to Owners | 5.4 | 1.3 | +315.4% | [Financial Position and Liquidity](index=17&type=section&id=Financial%20Position%20and%20Liquidity) The Group maintains a robust financial position, primarily funded by operating cash flow and loans from its ultimate holding company, with total cash and cash equivalents increasing to HK$127 million at the reporting period end, a current ratio of approximately 1.1 times, and a net cash position without capital gearing - As of April 30, 2025, total cash and cash equivalents were approximately **HK$127.1 million**, a significant increase from **HK$65.8 million** in the prior year[54](index=54&type=chunk) - The current ratio (current assets/current liabilities) remained at approximately **1.1 times** in both years[54](index=54&type=chunk) - The Group maintains a **net cash position**, thus the capital gearing ratio is not applicable[54](index=54&type=chunk) [Human Resources](index=17&type=section&id=Employees%20and%20Remuneration%20Policy) As of April 30, 2025, the Group's total number of employees decreased to 57 from 62, and total remuneration costs significantly declined to approximately HK$9.7 million from HK$18.7 million, reflecting the Group's cost control measures Employee and Remuneration Overview | Item | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees (Period End) | 57 | 62 | | Total Remuneration Costs (HK$ Million) | 9.7 | 18.7 | [Debts and Charges on Assets](index=18&type=section&id=Debts%20and%20Charges%20on%20Assets) At the reporting period end, the Group had no bank borrowings, asset charges, bank facilities, or financial derivative instruments, indicating a simple financial structure - As of April 30, 2025 and 2024, the Group had **no bank borrowings or any charges on assets**[58](index=58&type=chunk) [Significant Investments and Commitments](index=18&type=section&id=Significant%20Investments%20and%20Capital%20Commitments) At the reporting period end, the Group had no significant investments, major investment plans, significant capital commitments, or significant contingent liabilities - As of April 30, 2025, the Group had **no significant investments, major capital asset plans, significant capital commitments, or significant contingent liabilities**[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Outlook](index=18&type=section&id=Outlook) Looking ahead, domestic fertilizer demand is expected to grow, though prices will fluctuate due to various factors, and environmental policies may increase production costs, while export policies are unlikely to ease in the short term, continuing to impact export business; the Group will focus on strengthening production management, developing environmentally friendly and efficient fertilizer products, and optimizing sales channels to enhance competitiveness - Domestic fertilizer demand is expected to grow, but **export policies are unlikely to ease in the short term**, which will continue to affect export business[64](index=64&type=chunk) - The Group's future strategic focus is on **strengthening production management**, developing **environmentally friendly and high-efficiency fertilizer products**, and **optimizing sales channels**[65](index=65&type=chunk) [Corporate Governance and Other Information](index=18&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section details the company's corporate governance practices, compliance statements, and other relevant shareholder information [Annual General Meeting and Dividends](index=19&type=section&id=Annual%20General%20Meeting%20and%20Dividends) The Board has resolved not to recommend any final dividend for the year, and the company's upcoming Annual General Meeting is expected to be held on October 17, 2025 - The Board does not recommend the payment of any final dividend for the year ended April 30, 2025[63](index=63&type=chunk) - The Annual General Meeting is expected to be held on **October 17, 2025**[66](index=66&type=chunk) [Compliance Statement](index=19&type=section&id=Compliance%20Statement) During the year, the company and its directors complied with the Model Code for Securities Transactions by Directors of Listed Issuers, did not purchase, sell, or redeem any listed securities, and maintained sufficient public float - All Directors confirmed compliance with the **Model Code for Securities Transactions by Directors of Listed Issuers** throughout the year[69](index=69&type=chunk) - The company did not repurchase any securities during the year and maintained a **sufficient public float** as required by the Listing Rules[70](index=70&type=chunk)[72](index=72&type=chunk) [Corporate Governance Practices](index=20&type=section&id=Corporate%20Governance%20Practices) The company has adopted and largely complied with the Corporate Governance Code, with three deviations: the Board did not meet quarterly, the Chairman and Chief Executive Officer roles are combined, and the Chairman was unable to attend the 2024 AGM - Deviation from Code Provision C.5.1: The Board held **two regular meetings** during the year, not quarterly, due to the Group's relatively simple operations[74](index=74&type=chunk) - Deviation from Code Provision C.2.1: Mr. Liu Guoqing holds both Chairman and Chief Executive Officer roles, which the Board believes enhances management efficiency[75](index=75&type=chunk) - Deviation from Code Provision F.2.2: The Chairman was **unable to attend the 2024 Annual General Meeting** due to business commitments[76](index=76&type=chunk) [Audit Committee Review](index=21&type=section&id=Audit%20Committee%20Review%20of%20Annual%20Results) The Audit Committee has reviewed the Group's annual results and audited consolidated financial statements, deeming them prepared in compliance with applicable accounting standards and Listing Rules with adequate disclosures, and the independent auditor, Fan Chan & Co. CPA Limited, confirmed consistency with the audited statements - The Audit Committee has reviewed the **audited consolidated financial statements and annual results** for the year[77](index=77&type=chunk) - Independent auditor Fan Chan & Co. CPA Limited confirmed that the financial data in this announcement is **consistent with the amounts in the audited consolidated financial statements**[78](index=78&type=chunk)

Contents 目錄 Contents 目錄 | Corporate Information 公司資料 Corporate Information公司資料 | 2 2 | | --- | --- | | Financial Highlights 財務摘要 Financial Highlights財務摘要 | 7 6 | | Directors' Statement 董事述言 Directors' Statement董事述言 | 9 8 | | Management Discussion and Analysis 管理層討論與分析 Management Discussion and Analysis管理層討論與分析 | 12 13 | | Biographical Details of Directors and Senior Management Biographical Details of Directors and Senior Management | 26 25 | | 董事及高層管理人員之履歷詳情 董事及高層管理人員之履歷詳情 | | | Corporate Governance Report企 ...

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。 Bright Future Technology Holdings Limited 輝煌明天科技控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1351） 承董事會命 輝 煌明天科技 控 股有限公司 主 席、行 政 總 裁 兼 執 行 董 事 董 暉 中 華 人 民 共 和 國，深 圳，2025年7月31日 截 至2024年12月31日止年度之年報補充公告 本公告由 輝 煌 明 天 科 技 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）就 本公司於2025年4月24日刊發之截至2024年12月31日 止 年 度 年 報（「2024年年報」） 內 容 之 若 干 補 充 資 料 而 作 出。除 另 有 指 明 外，本 公 告 所 用 詞 彙 與 年 報 所 界 定 者 具 有 相 同 涵 義。 以下載列2024年 ...

2025 年報 ANNUAL REPORT OUR MISSION We have highlighted the mission of "invest for a better life", integrated the success of the culture of our management team into current operations, and adhered to the "customer-first, all wins, harmony- oriented, environmental friendly, result driven" philosophy, thus promoting sustainable corporate development. This proves that we proactively responded to stakeholders' concerns and, in particular, persisted with repaying investors' trust with increasing returns and lookin ...

香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM之定位乃為相比起其他在聯交所上市之公司帶有較高投資風險之中小型公司提供一個上市之市場。有意投資者應了 解投資於該等公司之潛在風險，並應經過審慎周詳之考慮後方可作出投資決定。 鑒於GEM上市公司通常為中小型公司，在GEM買賣之證券可能會較在主板買賣之證券承受較大之市場波動風險，且無法 保證在GEM買賣之證券會有高流通量之市場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概 不就因本報告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本報告包括之資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）之規定而提供有關亮晴控股有限公司（「本公司」， 連同其附屬公司統稱「本集團」或「我們」）之資料。本公司各董事（「董事」）願就本報告共同及個別承擔全部責任，並在作 出一切合理查詢後確認，就彼等所深知及確信，本報告所載資料在各重大方面均屬準確完整，且無誤導或欺詐成分；本 報告亦無遺漏其他事項，致使本報告或其所載任何陳述產生誤導。 | | 目錄 | | --- | --- | | | ...

（於開曼群島註冊成立之有限公司） ANNUAL REPORT 2025 年報 ANNUAL REPORT 2025 AUDIT COMMITTEE 年報 Contents 目錄 | CORPORATE INFORMATION | | CONSOLIDATED STATEMENT OF PROFIT OR | | | --- | --- | --- | --- | | 公司資料 | 2 | LOSS AND OTHER COMPREHENSIVE INCOME | | | | | 綜合損益及其他全面收益表 | 95 | | STATEMENT OF CHAIRMAN | | | | | 主席報告書 | 4 | CONSOLIDATED STATEMENT OF | | | | | FINANCIAL POSITION | | | MANAGEMENT DISCUSSION AND ANALYSIS | | 綜合財務狀況表 | 97 | | 管理層討論及分析 | 5 | | | | | | CONSOLIDATED STATEMENT OF | | | DIRECTORS' REPORT | | CHANGES ...

香港聯合交易所有限公司GEM（分別為「聯交所」及「GEM」）的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的公司帶有較高投資風險。有意 投資的人士應了解投資於該等公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣之證券承受較大的市場波動風險， 同時無法保證在GEM買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概 不就因本報告全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 民信國際控股有限公司（「本公司」）董事（「董事」）就本報告共同及個別承擔全部責任。本報告載有遵照GEM證券上市規則 （「GEM上市規則」）提供的詳情，旨在提供有關本公司的資料。董事在作出一切合理查詢後，確認就其深知及確信，本報 告所載資料在各重大方面均屬準確及完整，並無誤導或欺詐成分，且本報告並無遺漏任何其他事項，致使本報告所載任 何陳述或本報告產生誤導。 1 民信國際控股有限公司 2024/25年度報告 目 ...

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。 SING TAO NEWS CORPORATION LIMITED 星島新聞集團有限公司 * （於百慕達註冊成立之有限公司） （股份代號：1105） 有關二零二四年年報之補充公告 茲提述星島新聞集團有限公司（「本公司」）於二零二五年四月二十二日刊發的截至二零二 四年十二月三十一日止年度的年報（「二零二四年年報」）。除另有界定外，本公告所用詞彙 與二零二四年年報所界定者具有相同涵義。本公告為二零二四年年報提供補充資料，並應 與二零二四年年報一併閱讀。 本公司謹此向本公司股東及潛在投資者提供以下有關於二零二三年五月十二日採納的購股 權計劃（「二零二三年計劃」）之額外資料。 二零二三年計劃 本公司於二零二三年五月十二日（「採納日期」）採納二零二三年計劃，由二零二三年五月 十二日起計為期十年，除非另行根據二零二三年計劃的條款終止。 二零二三年計劃概要如下： (a) 目的 二零二三年計劃旨在吸引及挽留本集團最優秀 ...

[Company Information](index=2&type=section&id=Company%20Information) During the reporting period, the company's board and committee members underwent several changes, including appointments and resignations of the Chairman, independent non-executive directors, and company secretary - During the reporting period, the company's board and committee members underwent several changes, including appointments and resignations of the Chairman, independent non-executive directors, and company secretary[8](index=8&type=chunk) [Chairman's Statement and Management Discussion and Analysis](index=4&type=section&id=Chairman%27s%20Statement%20and%20Management%20Discussion%20and%20Analysis) The Group achieved a turnaround to profit this year, primarily due to the reversal of expected credit losses on loans and interest receivables, with the lending business showing continuous growth and becoming the main profit contributor, while the jewelry design and marketing business declined due to macroeconomic uncertainties, maintaining a robust financial position with enhanced liquidity and a low gearing ratio [Financial Review](index=4&type=section&id=Financial%20Review) For the year ended March 31, 2025, the Group's total revenue slightly increased by 1.86% to HKD 67.28 million, gross profit grew by 15.6% to HKD 34.53 million with gross margin improving to 51.32%, and the most significant change was achieving an annual profit of HKD 30.39 million, a turnaround from a loss of HKD 18.51 million in the prior year, primarily driven by a reversal of expected credit losses of approximately HKD 16.31 million compared to a provision of HKD 30.72 million in the previous year Key Financial Indicators for FY2025 | Indicator | 2025 Fiscal Year ('000 HKD) | 2024 Fiscal Year ('000 HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 67,280 | 66,050 | +1.86% | | - Jewelry Design and Marketing | 34,430 | 37,900 | -9.16% | | - Lending Business | 32,860 | 28,150 | +16.73% | | **Gross Profit** | 34,530 | 29,870 | +15.6% | | **Gross Margin** | 51.32% | 45.22% | +6.1 pp | | **Annual Profit/(Loss)** | 30,390 | (18,510) | Turnaround to Profit | | **Expected Credit Loss Reversal/(Provision)** | 16,310 | (30,720) | N/A | [Business Review](index=4&type=section&id=Business%20Review) The Group primarily operates in jewelry design and marketing and lending businesses, with the jewelry segment experiencing revenue decline and a shift from profit to loss due to economic uncertainties in mainland China, while the lending business demonstrated strong performance with increased interest income, borrower numbers, and total loan principal, becoming the main driver of the Group's results, supported by strict compliance with moneylenders ordinances and a robust credit assessment and risk monitoring system [Jewelry Design and Marketing Business](index=4&type=section&id=Jewelry%20Design%20and%20Marketing%20Business) This year, jewelry business revenue decreased to HKD 34.43 million, resulting in a pre-tax operating loss of HKD 1.13 million, compared to a profit of HKD 0.28 million in the prior year, primarily due to consumer conservatism on non-essential spending amid economic uncertainties in mainland China after the lifting of pandemic restrictions Jewelry Business Performance | Indicator | 2025 Fiscal Year ('000 HKD) | 2024 Fiscal Year ('000 HKD) | | :--- | :--- | :--- | | Revenue | 34,430 | 37,900 | | Operating Profit/(Loss) Before Tax | (1,130) | 280 | - Despite the lifting of COVID-19 restrictions in mainland China, economic, employment, and income uncertainties led consumers to be more conservative in spending on non-essential items like jewelry, impacting business performance[17](index=17&type=chunk) [Lending Business](index=5&type=section&id=Lending%20Business) The lending business, operated by wholly-owned subsidiary Wai Cheung Finance in Hong Kong, generated significant year-on-year growth in interest income to HKD 32.86 million, with total loan principal increasing to approximately HKD 343 million and borrower numbers rising to 142 by year-end, supported by stringent credit assessment, due diligence, and loan monitoring mechanisms, and benefiting from a reversal of expected credit losses on loans and interest receivables of approximately HKD 24.26 million due to reduced global economic risk factors, with no actual bad debts incurred this year Lending Business Operating Data (as of Fiscal Year-End) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Interest Income (Annual) | HKD 32.86 million | HKD 28.15 million | | Number of Borrowers | 142 | 122 | | Total Loan Principal | HKD 342.88 million | HKD 311.14 million | | Average Annual Interest Rate | 10.70% | 10.58% | | Loan Tenor | 1 to 3 years | 1 to 4 years | | Expected Credit Loss Provision | HKD 46.54 million | HKD 63.10 million | - The Group has established a comprehensive policy and procedure manual covering loan approval, renewal, recovery, compliance monitoring, and anti-money laundering, conducting detailed credit assessments and due diligence on potential clients before granting loans[19](index=19&type=chunk)[20](index=20&type=chunk) - This year's reversal of expected credit losses on loans and interest receivables amounted to approximately **HKD 24.26 million**, primarily due to reduced global economic risk factors, with the Group incurring no actual bad debts during the year[23](index=23&type=chunk) [Liquidity and Financial Resources](index=8&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's net current assets significantly increased to approximately HKD 269 million from HKD 115 million in the prior year, with total interest-bearing borrowings at approximately HKD 32.97 million, and the gearing ratio (net debt/total equity + net debt) slightly rising from 6.77% to 9.03%, remaining at a healthy level Liquidity and Financial Position (as of Fiscal Year-End) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Net Current Assets | HKD 268.67 million | HKD 114.86 million | | Cash and Cash Equivalents | HKD 0.22 million | HKD 0.35 million | | Total Interest-Bearing Borrowings | HKD 32.97 million | HKD 26.26 million | | Gearing Ratio | 9.03% | 6.77% | [Prospects and Other Matters](index=8&type=section&id=Prospects%20and%20Other%20Matters) Looking ahead, the Board will continue to review the existing business portfolio and seek suitable investment opportunities to broaden revenue streams and diversify the business, with no significant acquisition, disposal, or major investment plans during the reporting period, and no annual dividend recommended, while the Group's employee count significantly decreased to 7 from 25 in the prior year - The Directors will continue to review the existing business portfolio and seek suitable investment opportunities to broaden revenue streams and achieve business portfolio diversification[28](index=28&type=chunk) - The Board does not recommend the payment of a dividend for the year ended March 31, 2025[36](index=36&type=chunk) - As of March 31, 2025, the Group's employee count was **7**, a significant reduction from **25** in the prior year[38](index=38&type=chunk) [Corporate Governance Report](index=10&type=section&id=Corporate%20Governance%20Report) The Company is committed to maintaining high levels of corporate transparency and accountability, having adopted the principles of the HKEX Corporate Governance Code and complied with its code provisions throughout the reporting period, with the report detailing the Board's structure and responsibilities, the composition and work of various committees (Executive, Remuneration, Audit, Nomination), risk management and internal control systems, and communication mechanisms with shareholders to protect their rights [Board of Directors](index=10&type=section&id=A.%20Board%20of%20Directors) The Board is responsible for leading, controlling, and managing the Company, overseeing the Group's business, strategy, and performance, and is composed of executive, non-executive, and independent non-executive directors in compliance with Listing Rules, having reviewed corporate governance policies, director training, securities dealing code compliance, and board diversity policy during the reporting period, deeming them appropriate and effective - The Board believes that the Company has complied with the code provisions set out in the Corporate Governance Code for the year ended March 31, 2025[42](index=42&type=chunk) - The Board currently comprises **7** members, including **3** executive directors, **1** non-executive director, and **3** independent non-executive directors, complying with Listing Rules regarding the number and professional qualifications of independent non-executive directors[47](index=47&type=chunk) - During the reporting period, attendance at Board and committee meetings was generally high, and all directors confirmed compliance with continuous professional development requirements[53](index=53&type=chunk)[54](index=54&type=chunk) [Board Committees](index=15&type=section&id=B.%20Board%20Committees) The Board has four committees: Executive, Remuneration, Audit, and Nomination, with the Executive Committee handling daily management, the Remuneration Committee reviewing compensation policies and director/senior management remuneration, the Audit Committee overseeing financial reporting, internal controls, and risk management, and the Nomination Committee reviewing board structure and nominating directors, all composed of directors with relevant expertise and fulfilling their duties during the reporting period - The Audit Committee, composed of **three** independent non-executive directors, is primarily responsible for reviewing financial statements, assessing internal control and risk management systems, and recommending the appointment of external auditors to the Board[65](index=65&type=chunk)[66](index=66&type=chunk) - The Remuneration Committee, with a majority of independent non-executive directors, is responsible for recommending the Company's remuneration policy and the compensation of executive directors and senior management to the Board[63](index=63&type=chunk) - The Nomination Committee, with a majority of independent non-executive directors, is responsible for regularly reviewing the Board's structure, size, and composition, and recommending the appointment or re-appointment of directors to the Board[70](index=70&type=chunk) [Risk Management and Internal Control](index=18&type=section&id=D.%20Risk%20Management%20and%20Internal%20Control) The Board bears ultimate responsibility for the Group's risk management and internal control systems, which are designed to manage rather than eliminate risks, with a top-down and bottom-up risk management framework encompassing identification, assessment, internal control, mitigation, and monitoring, and an annual independent evaluation by external consultants, leading the Board to conclude the system was effective and sound as of the fiscal year-end - The Board confirms its responsibility to continuously review the effectiveness of the risk management and internal control systems, which are designed to manage rather than eliminate the risk of failing to achieve business objectives[74](index=74&type=chunk) - The Group engaged external consultants to conduct an annual independent assessment of the risk management and internal control systems, with the Board concluding that the system was effective and sound as of the fiscal year-end[81](index=81&type=chunk) [Communication with Shareholders and Investors](index=22&type=section&id=H.%20Communication%20with%20Shareholders%20and%20Investors) The Company prioritizes effective communication with shareholders, disclosing information promptly through its website, general meetings, announcements, and financial reports, and clearly outlining shareholders' rights and procedures for convening extraordinary general meetings, proposing resolutions, and nominating director candidates to safeguard their interests - The Company maintains a website (www.dufu.com.hk) as a communication platform with shareholders and investors, providing contact information for written inquiries[88](index=88&type=chunk) - The report details the specific procedures and requirements for shareholders to convene extraordinary general meetings, propose resolutions, and nominate directors, safeguarding shareholder rights[89](index=89&type=chunk)[90](index=90&type=chunk) [Environmental, Social and Governance Report](index=24&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report outlines the Group's Environmental, Social, and Governance (ESG) strategies, initiatives, and performance, with a governance structure overseen by the Board and executed by the ESG working group, demonstrating commitment to reducing emissions and resource consumption with set targets, and addressing employee rights, health and safety, supply chain management, product responsibility, and anti-corruption through relevant policies to fulfill corporate social responsibility [A. Environment](index=28&type=section&id=A.%20Environment) The Group is committed to sustainable development and has set environmental targets, achieving year-on-year reductions in greenhouse gas emissions and total energy consumption intensity, meeting its goals, while waste gas emissions decreased, but non-hazardous waste intensity did not meet targets, and the Group has implemented an Environmental Protection Policy covering emissions management, resource use, environmental protection, and climate change response, continuously monitoring relevant performance Key Environmental Performance Indicators | Indicator | Unit | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tonnes of CO2e | 10.83 | 13.58 | | Greenhouse Gas Emissions Intensity | tonnes of CO2e/HKD million revenue | 0.16 | 0.21 | | Total Non-Hazardous Waste | kg | 385.28 | 387.28 | | Non-Hazardous Waste Intensity | kg/HKD million revenue | 5.73 | 5.86 | | Total Energy Consumption | MWh | 30.95 | 38.78 | | Energy Consumption Intensity | MWh/HKD million revenue | 0.46 | 0.59 | - The Group has formulated a Climate Change Policy to assess and address physical risks like extreme weather and transition risks such as tightening climate-related regulations, integrating these considerations into business planning[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) [B. Society](index=36&type=section&id=B.%20Society) In terms of social responsibility, the Group prioritizes employee equality, health, and safety, providing training and development opportunities, with a significant reduction in employee numbers by year-end, but an increase in the percentage of trained employees to 100%, strictly adhering to labor standards, prohibiting child and forced labor, assessing environmental and social risks of suppliers, focusing on product quality, customer privacy protection, and intellectual property, and establishing an anti-corruption policy and whistleblowing mechanism with relevant training for directors and employees Employee Profile (as of Fiscal Year-End) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Employees | 7 | 25 | | Overall Employee Turnover Rate | 19% | 64% | | Percentage of Trained Employees | 100% | 28% | | Average Training Hours per Employee | 8.29 hours | 2.32 hours | - The Group has formulated Sales and Procurement Policy and Sustainable Supply Chain Policy to regularly assess suppliers' performance in environmental, social, corporate governance, and business ethics aspects[143](index=143&type=chunk) - The Group has established an anti-corruption system, including a Code of Conduct, Anti-Fraud Policy, and Whistleblowing Policy, providing approximately **3.5 hours** of anti-corruption training to **5** directors and **1** employee[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) [Directors' Report](index=54&type=section&id=Directors%27%20Report) This report outlines the Company's statutory disclosures for the year ended March 31, 2025, covering principal activities, business review, a five-year financial summary, compliance, director and senior management information, major customers and suppliers, share capital structure, and public float, noting that the Group's top five customers accounted for 35.6% of total sales, and top five suppliers accounted for 100% of total purchases, with the Company complying with Listing Rules regarding public float [Financial Summary](index=54&type=section&id=Financial%20Summary) The report provides a summary of results, assets, and liabilities for the past five fiscal years, showing the Group achieved an annual profit of HKD 30.39 million in FY2025, a significant improvement from losses in the preceding two years, and net assets increased from HKD 332 million in FY2024 to HKD 367 million Five-Year Financial Summary (Continuing Operations) | For the Year Ended March 31 ('000 HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 67,283 | 66,052 | 68,472 | 108,907 | 105,651 | | **Profit/(Loss) for the Year** | 30,386 | (18,513) | (14,461) | 604 | 4,447 | | **Net Assets** | 367,133 | 332,004 | 366,564 | 374,153 | 309,437 | [Major Customers and Suppliers](index=56&type=section&id=Major%20Customers%20and%20Suppliers) During the reporting period, the Group's customer concentration was relatively moderate, with the top five customers accounting for 35.6% of total sales and the largest customer at 8.5%, while supplier concentration was extremely high, with the top five suppliers accounting for 100% of total purchases and the largest supplier at 78.5% - The top five customers accounted for approximately **35.6%** of total sales, with the largest customer accounting for approximately **8.5%**[187](index=187&type=chunk) - The top five suppliers accounted for approximately **100.00%** of total purchases, with the largest supplier accounting for approximately **78.5%**[189](index=189&type=chunk) [Independent Auditor's Report](index=62&type=section&id=Independent%20Auditor%27s%20Report) Longview (Hong Kong) 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, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards and the Companies Ordinance, highlighting three key audit matters: inventory valuation, impairment assessment of trade receivables, and impairment assessment of loans and interest receivables [Audit Opinion](index=62&type=section&id=Opinion) The auditor believes that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, and have been properly prepared in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance - The auditor issued a standard unmodified opinion on the Group's consolidated financial statements[213](index=213&type=chunk) [Key Audit Matters](index=63&type=section&id=Key%20Audit%20Matters) The auditor identified three matters as most significant to the current period's audit: inventory valuation due to its materiality and judgment involved in determining provisions, impairment assessment of trade receivables due to their significant balance and the substantial judgment required for Expected Credit Loss (ECL) determination, and impairment assessment of loans and interest receivables due to their materiality and the significant judgments and estimates required in the ECL model - Key audit matters include: - **Inventory Valuation**: Involves judgment and estimation of the net realizable value of inventory, with the auditor engaging a professional valuation firm for assistance[216](index=216&type=chunk) - **Impairment Assessment of Trade Receivables**: Requires significant judgment in determining Expected Credit Loss (ECL) provisions, with the auditor engaging a professional valuation firm for assistance[219](index=219&type=chunk) - **Impairment Assessment of Loans and Interest Receivables**: Due to the materiality of the balance and the significant judgments and estimates involved in the ECL model, the auditor also engaged a professional valuation firm for assistance[222](index=222&type=chunk) [Audited Consolidated Financial Statements](index=67&type=section&id=Audited%20Consolidated%20Financial%20Statements) This section contains the Group's detailed financial statements for the year ended March 31, 2025, including the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows, and detailed notes to these statements, comprehensively presenting the Group's operating results, financial position, and cash flows [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=68&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This year, the Group recorded revenue of HKD 67.28 million, a slight year-on-year increase, and achieved a pre-tax profit of HKD 32.01 million, with a final annual profit of HKD 30.39 million, successfully turning around from a loss, primarily due to a reversal of expected credit losses compared to a large provision last year, resulting in basic earnings per share of 2.35 HK cents Consolidated Statement of Profit or Loss Summary | Indicator ('000 HKD) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Revenue | 67,283 | 66,052 | | Gross Profit | 34,527 | 29,874 | | Profit/(Loss) Before Tax | 32,010 | (18,587) | | **Profit/(Loss) for the Year** | **30,386** | **(18,513)** | | Total Comprehensive Income/(Expense) for the Year | 35,129 | (34,560) | | Basic Earnings/(Loss) Per Share (HK cents) | 2.35 | (1.43) | [Consolidated Statement of Financial Position](index=69&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HKD 439 million, total liabilities were HKD 72.08 million, and net assets (total equity) increased to HKD 367 million from HKD 332 million in the prior year, with loans and interest receivables and inventories being the main components of the asset structure Consolidated Statement of Financial Position Summary | Indicator ('000 HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Non-current Assets** | 125,114 | 229,381 | | **Current Assets** | 314,098 | 158,037 | | **Total Assets** | **439,212** | **387,418** | | **Current Liabilities** | 54,372 | 43,181 | | **Non-current Liabilities** | 17,707 | 12,233 | | **Total Liabilities** | **72,079** | **55,414** | | **Net Assets (Total Equity)** | **367,133** | **332,004** | [Consolidated Statement of Cash Flows](index=72&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, the Group experienced a net cash outflow of HKD 3.58 million from operating activities, a net cash inflow of HKD 0.12 million from investing activities, and a net cash inflow of HKD 3.32 million from financing activities, resulting in a net decrease of HKD 0.14 million in cash and cash equivalents, with an ending balance of HKD 0.22 million Consolidated Statement of Cash Flows Summary | Indicator ('000 HKD) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (3,579) | (4,187) | | Net Cash Generated from Investing Activities | 123 | 2 | | Net Cash Generated from Financing Activities | 3,318 | 3,186 | | **Net Decrease in Cash and Cash Equivalents** | **(138)** | **(999)** | | Cash and Cash Equivalents at Beginning of Period | 354 | 1,353 | | Cash and Cash Equivalents at End of Period | 216 | 354 | [Notes to the Consolidated Financial Statements](index=74&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations and supplementary information for each item, including significant accounting policies adopted, key accounting estimates and judgments, financial risk management, segment information, detailed composition of various assets and liabilities, and related party transactions, serving as the foundation for understanding the financial statements - Note 8 discloses that the Group's revenue primarily derived from jewelry sales (**HKD 34.43 million**) and lending interest income (**HKD 32.86 million**)[363](index=363&type=chunk) - Note 9's segment information indicates that the lending business was the primary source of profit this year, with segment results of **HKD 47.50 million**, while the jewelry business recorded a loss of **HKD 1.13 million**[365](index=365&type=chunk) - Note 35 on capital risk management shows that the Group's capital gearing ratio (net debt/capital and net debt) increased from **7.35%** last year to **8.42%**[424](index=424&type=chunk)