Corporate Information

CORPORATE GOVERNANCE REPORT

The Board is committed to maintaining high standards of corporate governance practices at all times. The Board believes that good corporate governance helps the Company to safeguard the interests of the Shareholders and to enhance the performance of the Group. The Company has adopted the CG Code as its own code of corporate governance.

CORPORATE GOVERNANCE

The Company complied with all the applicable code provisions (the “Code Provision(s)”) of the CG Code throughout FY2025, save for Code Provision C.2.1 of the CG Code. Details of the deviation with reason are set out in the section headed “Chairman and Chief Executive Officer” on page 28 of this annual report.

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Under Code Provision C.2.1 of the CG Code, the roles of chairman and chief executive officer should be separate and should not be performed by the same individual.

The CEO is responsible for day-to-day management of the business of the Group, whilst the Chairman provides leadership for the Board to ensure that the Board acts diligently and in the best interests of the Group, and that meetings are planned and conducted effectively. The Chairman is also responsible for approving the agenda for each Board meeting, taking into account, where appropriate, matters proposed by the Directors. The Chairman also actively encourages the Directors to make full contributions and actively participate in the Board’s affairs. It is also the responsibility of the Chairman to ensure that good corporate governance practices and procedures are established.

During FY2025, Mr. Wu Zhanming was the Chairman and acting CEO. The Board believes that the holding of both positions of the Chairman and CEO by the same individual will not impair the balance of power and authority between the Board and the management of the Group because the balance of power and authority is governed by the operations of the Board which comprises experienced and high caliber individuals with demonstrated integrity. The Board will review the current structure from time to time and shall make necessary changes when appropriate and inform the Shareholders accordingly.

MODEL CODE FOR SECURITIES TRANSACTION BY DIRECTORS

The Company has adopted the Model Code as set out in Appendix C3 to the Listing Rules as its own code of conduct regarding securities transactions by the Directors. Having made specific enquiries with the Directors, all Directors have confirmed that they had complied with the required standards as set out in the Model Code during FY2025.

BOARD OF DIRECTORS

The Board is responsible for the leadership and control of the Company. The Board reviews and approves the business objectives, strategies, direction and policies of the Group, the annual budget, annual and interim results, the management structure of the Company as well as other significant policy and financial matters. The Board has delegated the responsibility of day-to-day operations of the Group to the management of the Company.

DIRECTORS

The Directors during FY2025 and up to the date of this annual report were:

EXECUTIVE DIRECTORS
  • Mr. Wu Zhanming (Chairman and Acting CEO)
  • Mr. Wu Tao
NON-EXECUTIVE DIRECTOR:
  • Dr. Chan Kin Keung Eugene SBS, BBS, JP
INDEPENDENT NON-EXECUTIVE DIRECTORS
  • Mr. Jiang Pengzhi (appointed on 13 September 2024)
  • Mr. Yang Ye (appointed on 13 September 2024)
  • Ms. Tsang Fung Chu JP (appointed on 30 December 2024)
  • Mr. Yu Tat Chi, Michael (resigned on 30 December 2024)

The Company has received from each of the independent non-executive Directors an annual confirmation of his/her independence pursuant to Rule 3.13 of the Listing Rules. The Company considers all independent non-executive Directors to be independent in accordance with the independence guidelines set out in the Listing Rules. Biographical details of the Directors are set out in the section headed “Biographies of Directors and Senior Management” on pages 16 to 20 of this annual report.

Save as disclosed in this annual report, there is no other financial, business, family or other material/relevant relationship among members of the Board.

The Company will provide a comprehensive, formal and tailored induction to each newly appointed Director on his/her first appointment in order to enable him/her to have an appropriate understanding of the business and operations of the Company and that he/she is fully aware of his/her responsibilities and obligations under the Listing Rules and relevant regulatory requirements.

All Directors are encouraged to participate in continuous professional development to develop and refresh their knowledge and skills. Directors are continuously updated on developments in the relevant statutory and regulatory regime and the business environment to facilitate the discharge of their responsibilities. The Company has provided timely technical updates, including the briefing on the amendments to the Listing Rules published by the Stock Exchange to the Directors. Continuing briefing and professional development for Directors are arranged where necessary.

During FY2025, all Directors developed their knowledge and skills through (1) conducting focused discussions on issues relating to the business and operations of the Company at meetings; and (2) researching, reading and studying relevant regulations and standards in order to strengthen the related skills and knowledge relevant for their respective roles. Each of the Directors has complied with Code Provision C.1.4, and the table below summarises the participation of each of the Directors in continuous professional development during FY2025:

Name of Director Participated in continuous professional development
Executive Directors
Mr. Wu Zhanming (Chairman and Acting CEO)
Mr. Wu Tao
Non-executive Director
Dr. Chan Kin Keung Eugene SBS, BBS, JP
Independent Non-executive Directors
Mr. Jiang Pengzhi (appointed on 13 September 2024)
Mr. Yang Ye (appointed on 13 September 2024)
Mr. Zhu Xinhui (resigned on 13 September 2024)
Ms. Tsang Fung Chu JP (appointed on 30 December 2024)
Mr. Yu Tat Chi, Michael (resigned on 30 December 2024)
BOARD MEETINGS

The Company adopts the practices of holding Board meetings regularly, at least four times a year, and at approximately quarterly intervals. Notices of no less than fourteen days (or shorter notice period as agreed by the Directors) are given for all regular Board meetings to provide all Directors with an opportunity to attend and discuss matters in the agenda for a regular meeting.

For other Board meetings and Board committee meetings, reasonable notice is generally given by the Company. The agenda and accompanying Board papers are dispatched to the Directors or Board committee members at least three days before the Board meetings or Board committee meetings to ensure that the Directors have sufficient time to review the relevant papers and are adequately prepared for the Board meetings or Board committee meetings. When Directors or Board committee members are unable to attend a meeting, they will be advised of the matters to be discussed and given an opportunity to make their views known to the Chairman prior to the meeting. Minutes of meetings shall be kept by the company secretary of the Company.

Minutes of the Board meetings and Board committee meetings are recorded in sufficient detail on the matters considered by the Board and the Board committees and the decisions reached, including any concerns raised by the Directors. Draft minutes of each Board meeting and Board committee meeting are sent to the Directors for their comments within a reasonable time after the date on which the meeting is held. The minutes of the Board meetings are open for inspection by all Directors.

During FY2025, a total of 5 times Board meetings and 2 times general meetings were held and the attendance of each Director is set out as follows:

Number of attendance
Board meetings General meetings
Executive Directors
Mr. Wu Zhanming (Chairman and Acting CEO) 5/5 2/2
Mr. Wu Tao 5/5 2/2
Non-executive Director
Dr. Chan Kin Keung Eugene SBS, BBS, JP 5/5 2/2
Independent Non-executive Directors
Mr. Jiang Pengzhi (appointed on 13 September 2024) 4/4 2/2
Mr. Yang Ye (appointed on 13 September 2024) 4/4 2/2
Mr. Zhu Xinhui (resigned on 13 September 2024) 0/0 N/A
Ms. Tsang Fung Chu JP (appointed on 30 December 2024) 3/3 1/1
Mr. Yu Tat Chi, Michael (resigned on 30 December 2024) 2/2 1/1
INDEPENDENT NON-EXECUTIVE DIRECTORS

All non-executive Directors (including independent non-executive Directors) are appointed for a fixed term of three years and are subject to retirement by rotation in accordance with the Bye-laws.

The independent non-executive Directors play a significant role on the Board as they bring an impartial view of the Group’s strategies, performance and control, as well as ensure that the interests of all Shareholders are considered. All independent non-executive Directors possess appropriate academic, professional qualifications or related financial management experience.

None of the independent non-executive Directors held any other offices in the Company or any of its subsidiaries or is interested in any Shares.

The Company has adopted the Board independence assessment mechanism (the “Board Independence Assessment Mechanism”). The Board Independence Assessment Mechanism aims to ensure that the Board has strong independent elements, so that the Board can effectively make independent judgments and better protect the interests of the Shareholders.

In order to ensure that independent views and input of the independent non-executive Directors are made available to the Board, the Nomination Committee and the Board are committed to assessing the independence of the independent non-executive Directors annually with regards to all relevant factors involving the following:

  • required character, integrity, expertise, experience and stability to fulfill their roles;
  • time commitment and attention to the Company’s affairs;
  • firm commitment to their independent roles and to the Board;
  • declaration of conflict of interest in their roles as independent non-executive Directors;
  • no involvement in the daily management of the Company nor in any relationship or circumstances which would affect the exercise of their independent judgement; and
  • the Chairman meets with the independent non-executive Directors regularly without the presence of the executive Directors.

In addition, according to the Board Independence Assessment Mechanism, Directors are allowed to seek independent professional advice when performing their duties and are encouraged to independently contact and consult the senior management of the Company.

REMUNERATION COMMITTEE

The Remuneration Committee has specific written terms of reference as set out in the CG Code. As at the date of this annual report, the Remuneration Committee comprises three members, including two independent non-executive Directors, namely Mr. Yang Ye (he has been appointed as the chairman of the Remuneration Committee since 13 September 2024) and Ms. Tsang Fung Chu JP (she has been appointed as a member of the Remuneration Committee since 30 December 2024), and one executive Director, namely Mr. Wu Zhanming. Mr. Yang Ye is the chairman of the Remuneration Committee.

The Remuneration Committee is mainly responsible for making recommendations to the Board on the Company’s policy and structure for all Directors’ and senior management’s remuneration; determining the remuneration packages of individual executive Directors and senior management; and making recommendations to the Board on the remuneration of non-executive Directors. The full terms of reference are available on the Company’s website and the Stock Exchange’s website.

The Remuneration Committee met 2 times during FY2025 to review the remuneration of the Directors. The attendance of each member is set out as follows:

Members Number of attendance
Mr. Yang Ye (appointed on 13 September 2024) 1/1
Mr. Wu Zhanming 2/2
Ms. Tsang Fung Chu JP (appointed on 30 December 2024) 0/0
Mr. Zhu Xinhui (resigned on 13 September 2024) 0/0
Mr. Yu Tat Chi, Michael (resigned on 30 December 2024) 1/1
TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE
Directors’ Remuneration Policy

The Directors’ remuneration policy comprises primarily a fixed component (in the form of a base salary) and a variable component (which includes discretionary bonus and other merit payments), considering other factors such as their experience, level of responsibility, individual performance, the profit performance of the Group and with reference to market terms.

The Remuneration Committee will meet at least once for each year to discuss remuneration-related matters (including the remuneration of the Directors and the senior management and assessing the performance of the Directors) and review the remuneration policy of the Group. It has been decided that the Remuneration Committee would determine, with delegated responsibility, the remuneration packages of individual executive Directors and the senior management.

Remuneration of Directors and Senior Management

Particulars of the remuneration of the Directors and the five highest paid individuals for FY2025 are set out in note 11 to the consolidated financial statements. Pursuant to Code Provision E.1.5 of the CG Code, the remuneration of the members of the senior management (other than the Directors) whose particulars are contained in the section headed “Biographies of Directors and Senior Management” in this annual report for FY2025 by band is set out below:

Remuneration band Number of individual
Nil to HK$1,000,000 2
HK$1,000,001 to HK$1,500,000 3
HK$1,500,001 to HK$2,000,000 0
HK$2,000,001 to HK$2,500,000 1
NOMINATION COMMITTEE

The Nomination Committee has specific written terms of reference as set out in the CG Code. As at the date of this annual report, the Nomination Committee comprises three members, including two independent non-executive Directors, namely Mr. Jiang Pengzhi (he has been appointed as a member of the Nomination Committee since 13 September 2024) and Ms. Tsang Fung Chu JP (she has been appointed as a member of the Nomination Committee since 30 December 2024), and one executive Director, namely Mr. Wu Zhanming. Mr. Wu Zhanming is the chairman of the Nomination Committee.

The Nomination Committee is mainly responsible for making recommendations to the Board on the appointment of Directors, evaluation of Board composition, assessment of the independence of the independent non-executive Directors and the management of Board succession. The full terms of reference are available on the Company’s website and the Stock Exchange’s website.

The Nomination Committee met 3 times during FY2025 to review the structure, size and composition of the Board; assess the independence of the independent non-executive Directors; and review and make recommendations to the Board on the re-election of the Directors. The attendance of each member is set out as follows:

Members Number of attendance
Mr. Wu Zhanming 3/3
Mr. Jiang Pengzhi (appointed on 13 September 2024) 2/2
Ms. Tsang Fung Chu JP (appointed on 30 December 2024) 0/0
Mr. Zhu Xinhui (resigned on 13 September 2024) 0/0
Mr. Yu Tat Chi, Michael (resigned on 30 December 2024) 2/2
TERMS OF REFERENCE OF THE NOMINATION COMMITTEE
BOARD DIVERSITY POLICY

The Company is committed to equality of opportunity in all aspects of its business and does not discriminate on the grounds of race, gender, disability, nationality, religious or philosophical belief, age, sexual orientation, family status or any other factor.

The Company continuously seeks to enhance the effectiveness of its Board and to maintain the highest standards of corporate governance and enhance the benefits of diversity in the boardroom. The Company sees diversity as a wide concept and believes that a diversity of perspectives can be achieved through consideration of a number of factors, including but not limited to skills, regional and industrial experience, background, race, gender and other qualities. In infusing its perspective on diversity, the Company will also take into account facts based on its own business model and specific needs from time to time.

For the purpose of implementation of the board diversity policy of the Company (the “Board Diversity Policy”), the following measurable objectives were adopted:

  • at least 1/3 of the members of the Board shall be independent non-executive Directors;
  • at least one of the members of the Board shall have obtained accounting or relevant financial management professional qualifications; and
  • at least one of the members of the Board shall be female.

The Company endeavors to ensure that its Board has the appropriate balance of skills, experience and diversity of perspectives that are required to support the execution of its business strategy and in order for the Board to be effective.

The appointments of the members of the Board will continue to be made on a merit basis, and candidates will be considered against objective criteria, with due regard for the benefits of diversity on the Board. The Board believes that such merit-based appointments of the Directors will best enable the Company to make sure that the Board is able to act in the best interests of the Company and its Shareholders going forward.

The Nomination Committee is primarily responsible for identifying suitably qualified candidates to become members of the Board and, in carrying out this responsibility, will give adequate consideration to the Company’s diversity policy.

The Company will review the policy on a regular basis to ensure its continued effectiveness. The Nomination Committee and the Board have reviewed the membership, structure and composition of the Board, and are of the opinion that the structure of the Board is reasonable, and the experiences and skills of the Directors in various aspects and fields can enable the Company to maintain a high standard of operation.

WORKFORCE DIVERSITY

The Company is committed to ensuring that gender diversity is achieved in the workforce. As at 30 June 2025, the Group’s overall workforce comprises 54% males and 46% females. For the purpose of implementing gender diversity in the Group’s workforce, the Company will organise more trainings, workshops or seminars on gender equality for employees. The ESG Working Group of the Company will regularly report the situation on gender diversity in the Group’s workforce to the Board for further enhancement. Based on the Board’s review, there was no mitigating factor or circumstance which makes achieving gender diversity across the workforce (including senior management) more challenging or less relevant.

Existing gender diversity in the Group’s workforce is considered to be well-balanced, and the Company anticipates this diverse workforce will be maintained going forward.

DIRECTOR NOMINATION POLICY

The Company has adopted a Director nomination policy, pursuant to which in evaluating and selecting any candidate for directorship, the following criteria should be considered:

  • Character and integrity.
  • Qualifications including professional qualifications, skills, knowledge and experience and diversity aspects under the Board Diversity Policy that are relevant to the Company’s business and corporate strategy.
  • Any measurable objectives adopted for achieving diversity on the Board.
  • Requirement for the Board to have independent non-executive Directors in accordance with the Listing Rules and whether the candidate would be considered independent with reference to the independence guidelines set out in the Listing Rules.
  • Any potential contributions the candidate can bring to the Company and/or the Board in terms of qualifications, skills, experience, independence, gender and race diversity.
  • Willingness and ability to devote adequate time to discharge duties as a member of the Board and/or Board committee(s) of the Company.
  • Such other perspectives that are appropriate to the Company’s business and succession plan and where applicable, may be adopted and/or amended by the Board and/or the Nomination Committee from time to time for the nomination of the Directors and succession planning.

As regards selection and appointment of new Director:

  • The Nomination Committee and/or the Board should, upon receipt of a proposal on the appointment of a new Director and the biographical information (or relevant details) of the candidate, evaluate such candidate based on the criteria as set out above to determine whether such candidate is qualified for directorship.
  • The Nomination Committee should then recommend the Board to appoint the most appropriate candidate for directorship, as applicable.
  • For any person that is nominated by a Shareholder for election as a Director at a general meeting of the Company, the Nomination Committee and/or the Board should evaluate such candidate based on the criteria as set out above to determine whether such candidate is qualified for directorship.

Where appropriate, the Nomination Committee and/or the Board should make recommendations to the Shareholders with respect to the proposed election of Directors at a general meeting.

As regards the re-election of the Director(s) at the general meeting:

  • The Nomination Committee and/or the Board should review the overall contribution and service to the Company of each Director and his/her level of participation and performance on the Board.
  • The Nomination Committee and/or the Board should also review and determine whether the Director continues to meet the criteria as set out in the nomination policy above.

Where the Board proposes a resolution to elect or re-elect a candidate as Director at a general meeting, the relevant information of the candidate will be disclosed in the circular to the Shareholders and/or the explanatory statement that accompanies the notice of the relevant general meeting in accordance with the Listing Rules and/or applicable laws and regulations.

The Nomination Committee will also monitor and review this policy regularly with reference to the structure, size and composition of the Board to ensure that this policy meets the current regulatory requirements and the business needs of the Company. During FY2025, the Nomination Committee and the Board have reviewed the Director nomination policy and considered it to be effective.

AUDITOR AND AUDITOR’S REMUNERATION

The statement of the external auditor of the Company about its responsibilities on the Company’s consolidated financial statements for FY2025 is set out in the “Independent Auditor’s Report” on pages 72 to 78 of this annual report.

For FY2025, remuneration payable to the Company’s auditor, Forvis Mazars CPA Limited, for the provision of audit services was HK$920,000. During FY2025, HK$138,000 was paid as remuneration to Forvis Mazars CPA Limited for the provision of non-audit services including professional services for the interim results.

AUDIT COMMITTEE

The Audit Committee has specific written terms of reference as set out in the CG Code. As at the date of this annual report, the Audit Committee comprises three independent non-executive Directors, namely Mr. Jiang Pengzhi, Mr. Yang Ye (both Mr. Jiang and Mr. Yang have been appointed as the members of the Audit Committee since 13 September 2024) and Ms. Tsang Fung Chu JP (she has been appointed as the chairman of the Audit Committee since 30 December 2024). Ms. Tsang Fung Chu JP is the chairman of the Audit Committee.

The Audit Committee is mainly responsible for assisting the Board in applying financial reporting and internal control principles and in maintaining an appropriate relationship with the Company’s auditor. The Audit Committee is also delegated the corporate governance function of the Board to monitor, procure and manage corporate governance compliance within the Group. The full terms of reference are available on the Company’s website and the Stock Exchange’s website.

The Audit Committee met twice during FY2025 and the attendance of each member is set out as follows:

Members Number of attendance
Mr. Yu Tat Chi, Michael (resigned on 30 December 2024) 1/1
Mr. Jiang Pengzhi (appointed on 13 September 2024) 2/2
Mr. Zhu Xinhui (resigned on 13 September 2024) 0/0
Mr. Yang Ye (appointed on 13 September 2024) 2/2
Ms. Tsang Fung Chu JP (appointed on 30 December 2024) 1/1
TERMS OF REFERENCE OF THE AUDIT COMMITTEE

The following is a summary of work performed by the Audit Committee during FY2025:

  • reviewed and discussed the audited financial statements of the Group for the year ended 30 June 2024 and recommended to the Board for approval;
  • reviewed and discussed the unaudited financial statements of the Group for the six months ended 31 December 2024 and recommended to the Board for approval;
  • reviewed and discussed with the management and auditor of the Company the accounting policies and practices which may affect the Group and the scope of the audit;
  • reviewed the effectiveness of risk management and the internal control systems of the Group and the effectiveness of the Group’s internal audit function; and
  • reviewed and approved the remuneration and the terms of engagement of the Company’s auditor; and reviewed and made recommendations to the Board on the re-appointment of the Company’s auditor.
DIRECTORS’ RESPONSIBILITIES FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The Board is responsible for presenting a balanced, clear and understandable assessment of annual and interim reports, price-sensitive information announcements and other financial disclosures required under the Listing Rules and other regulatory requirements.

The Directors acknowledge their responsibilities for preparing the consolidated financial statements of the Company for FY2025.

The management has provided to the Board with such explanation and information as are necessary to enable the Board to carry out an informed assessment of the Company’s financial statements, which are put to the Board for approval. The Company has provided all members of the Board with monthly updates on the Company’s performance, positions and prospects.

The Directors were not aware of any material uncertainties relating to events or conditions which may cast significant doubt upon the Group’s ability to continue as a going concern.

CORPORATE GOVERNANCE FUNCTIONS

The Board is responsible for determining the policy for the corporate governance of the Company and performing the corporate governance duties as below:

  • to develop and review the Group’s policies and practices on corporate governance and make recommendations;
  • to review and monitor the training and continuous professional development of the Directors and senior management;
  • to review and monitor the Group’s policies and practices on compliance with all legal and regulatory requirements;
  • to develop, review and monitor the code of conduct and compliance manual applicable to the employees of the Group and the Directors; and
  • to review the Group’s compliance with the CG Code and disclosure requirements in the corporate governance report.
RISK MANAGEMENT AND INTERNAL CONTROL

RISK MANAGEMENT STRUCTURE

Board
The Board acknowledges that it is the responsibility of the Board to maintain adequate risk management and internal control systems and to review the effectiveness of such systems on an on-going basis. Such risk management and internal control systems are designed for managing risks rather than eliminating the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board oversees the risk management and internal control systems and determines the nature and extent of the risks the Group is willing to accept in achieving the Group’s strategic objectives. The Board assesses, evaluates and monitors on an on-going and annual basis the Group’s risk management and internal control systems covering all material controls, including financial, operational and compliance controls, to ensure they are appropriate and effective.

Audit Committee
The Audit Committee assists the Board in overseeing the Group’s risk management and internal control systems (including environmental, social and governance risks) by providing support and advice, including on-going monitoring of the execution of risk management processes and reviewing and approving the internal control review plan and results.

Management
The management is responsible for identifying and monitoring the risks from the daily operations of the Group. The management reports to the Board and the Audit Committee on the risks identified, including strategic, operational, financial, reporting and compliance risks and related changes. The management is also responsible for developing appropriate internal control measures to mitigate the risk and identify and resolve material internal control defects.

Independent internal control consultant
Internal audit function is in place within the Group as required under Code Provision D.2.5 of the CG code. During FY2025, to strengthen the risk management and internal control of the Group, the Company has engaged an independent internal control consultant (the “IC consultant”) to perform independent appraisal of the adequacy and effectiveness of certain subsidiaries’ risk management and internal control systems for FY2025. The IC consultant reports directly to the Audit Committee on all internal audit matters. The Audit Committee is, therefore, able to monitor the internal control deficiencies and remediate the internal control deficiencies effectively. The auditor is also able to communicate to the Audit Committee directly on the internal control issues they noticed during their audit.

RISK MANAGEMENT PROCESS

The Group’s risk management process is embedded into its day-to-day operation. Through regular discussion with each operating function, the Group strengthens the understanding of risk management for all employees such that they could report various risks they identified to the management in a timely manner. Management communicates with each operating function to identify, assess, respond and monitor significant risks and their changes.

Significant risk factors are collected from bottom to top, including strategic, operational, financial, reporting and compliance risks. After identifying all relevant risks, management assesses the potential impact and possibilities of the risks and prioritizes the risks, develops appropriate internal control measures to mitigate the risks identified and monitors the changes of risks in an on-going manner.

MAIN FEATURES OF THE COMPANY’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS

MAINTAIN AN EFFECTIVE INTERNAL CONTROL SYSTEM AT THE OPERATIONAL LEVEL

  • Establish clear internal control policies and procedures, clearly define the responsibilities, authorities and accountabilities of each key positions;
  • Establish a code of conduct, explain the Group’s requirements on integrity and ethical value to all staffs;
  • Establish a whistle-blowing mechanism, encourage employees to report incidents of misconduct or fraud;
  • Establish an appropriate level of information technology access rights, avoid leakage of price sensitive information; and
  • Establish insider information handling and disclosure policy, including reporting channel and responsible person of disclosure, unified response to external enquiries and obtain advice from professionals or the Stock Exchange, if necessary.

During FY2025, the Board has reviewed the effectiveness of internal control policies and procedures, including those related to financial reporting and the Listing Rules compliance. The Board has considered the adequacy of resources, staff qualifications and experience, training programs for the staff and budget of the accounting, internal audit and financial reporting functions during the evaluation of the effectiveness of risk management and internal control systems.

On-going risk monitoring at risk management level
The management communicates with each operating function, collects significant risk factors that will affect the Group from bottom to top. The management assesses the related potential impact and possibilities of the risks, develops appropriate internal control measures to mitigate the risks identified and reports to the Board and the Audit Committee so as to effectively monitor and mitigate the major risks of the Group.

Independent review
The Group has appointed the IC consultant to conduct an internal control review1 during FY2025, and the review covered the period from 1 July 2024 to 30 June 2025. An internal control review report has been provided to the Audit Committee.

The management has established remediation and improvement plan for internal control weaknesses identified. Nothing has come to the Audit Committee’s or the Board’s attention to believe that the risk management and internal control systems of the Group are inadequate or ineffective.

Such risks mentioned therein would include, amongst others, material risks relating to the environmental, social and governance risks.

1The internal control review performed by the IC consultant does not constitute an assurance engagement made in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants.

COMMUNICATION WITH SHAREHOLDERS AND INVESTOR RELATIONS

SHAREHOLDERS’ RIGHTS AND INVESTOR RELATIONS

The rights of the Shareholders and the procedures for demanding a poll on resolutions at the general meeting are contained in the Bye-laws. The Bye-laws have been made available on the website of the Stock Exchange and the Company’s website. The Company has taken various steps to ensure compliance with the requirements about voting by poll and arrangements have been made for the voting of each of the resolutions being put to the meetings to be dealt with by means of poll pursuant to the Listing Rules.

Pursuant to Bye-law 58 of the Bye-laws, Shareholders holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the company secretary of the Company, to require a special general meeting to be called by the Board for the transaction of any business specified in such requisition. The purposes of convening the meeting must be stated in the relevant requisition, signed by all the Shareholders concerned in one or more documents in like form and deposited at the Company’s head office and principal place of business in Hong Kong.

Pursuant to Section 79 of the Companies Act of Bermuda, Shareholders representing not less than one-twentieth of the total voting rights or not less than 100 Shareholders, may at their expense, unless the Company otherwise resolves, propose any resolution at a general meeting of the Company. A written request signed by the requisitionists containing a description of the proposed resolution to be put forward at the meeting, together with a sum reasonably sufficient to meet the expenses in giving effect thereto, must be deposited at the registered office of the Company not less than six weeks before the meeting.

The AGMs provide an opportunity for the Shareholders to communicate directly with the Directors. At the AGMs, the Chairman and the chairmen of the Audit Committee, the Remuneration Committee and the Nomination Committee are responsible for answering questions raised by the Shareholders. The auditor of the Company will also attend the AGMs to answer questions raised by the Shareholders on the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies and auditor’s independence.

In order to provide detailed and up-to-date information of the Company to the Shareholders, the Company has a wide range of communication channels to ensure its Shareholders are kept well-informed. These comprise communication by way of general meetings, annual reports, multiples notices, announcements and circulars. Investors are welcome to make enquiries to the Company at its office in Hong Kong or visit the Company’s website (www.applieddev.com) directly for updated corporate and financial information on the Group.

During FY2025, the Company has reviewed the implementation and its effectiveness of the Shareholders’ communication policy. The Board is of the view that the Shareholders’ communication policy of the Company has facilitated sufficient Shareholders’ communication and considered this policy is effective and adequate.

DIVIDEND POLICY

The Company has formulated and adopted a dividend policy which aims to set out guidelines for declaring and recommending dividends to the Shareholders.

The Board has the discretion to declare and distribute dividends to the Shareholders subject to the requirements of the Bye-laws, any applicable laws, rules and regulations and the consideration factors set out below.

The Board shall consider the following factors of the Group before declaring or recommending dividends:

  • the Company’s actual and expected financial performance;
  • the Group’s liquidity position;
  • retained earnings and distributable reserves of the Company and each of the members of the Group;
  • the level of the Group’s debts to equity ratio, return on equity and the relevant financial ratios;
  • any restrictions on payment of dividends that may be imposed by the Group’s lenders;
  • the Group’s expected working capital requirements and future expansion plans;
  • general economic conditions and other internal or external factors that may have an impact on the business or financial performance and position of the Company; and
  • any other factors that the Board deem appropriate.

The Company does not have any pre-determined dividend payout ratio. For the avoidance of doubt, this dividend policy shall in no way constitute a legally binding commitment by the Company in respect of its future dividend and/or in no way obligate the Company to declare a dividend at any time or from time to time.

The Board will review this policy as appropriate from time to time. During FY2025, the Board has reviewed the Company’s dividend policy and considered it to be effective.

COMPANY SECRETARY

During FY2025, Ms. Luk Shan has undertaken not less than 15 hours of relevant professional training in compliance with Rule 3.29 of the Listing Rules.

CHANGE IN CONSTITUTIONAL DOCUMENTS

During FY2025, there was no significant change in constitutional documents of the Company.