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ISP Global Limited Annual Report 2025

Sep 30, 2025

51468_rns_2025-09-30_7c255fb5-995b-4c1e-a6e7-e7f98232a9ca.pdf

Annual Report

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Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

ISP GLOBAL LIMITED

(Incorporated in Cayman Islands with limited liability)
(Stock Code: 8487)

ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 30 JUNE 2025

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE")

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

This announcement, for which the directors (the "Directors") of ISP Global Limited (the "Company", together with its subsidiaries, the "Group" or "We") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the "GEM Listing Rules") for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

1


CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 30 June 2025

Notes 2025 RMB'000 2024 RMB'000
Revenue 3 231,746 218,611
Costs of sales/services (164,291) (143,607)
Gross profit 67,455 75,004
Other income 4 335 176
Other gains/(losses), net 4 - (39)
Provision for allowance for expected credit loss
on trade receivables (1,375) (507)
Impairment of goodwill (902) -
Share-based payment expenses - (5,550)
Selling and administrative expenses (46,205) (60,870)
Staff costs for selling and administrative (34,320) (34,555)
Finance costs 5 (4,288) (4,196)
Loss before income tax 7 (19,300) (30,537)
Income tax expense 6 (310) (1,029)
Loss for the year (19,610) (31,566)
Other comprehensive income/(loss)
Item that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations 4,071 (191)
Other comprehensive income/(loss) for the year 4,071 (191)
Total comprehensive loss for the year (15,539) (31,757)
Loss for the year attributable to:
- Owners of the Company (14,920) (24,960)
- Non-controlling interest (4,690) (6,606)
(19,610) (31,566)
Total comprehensive loss for the year attributable to:
- Owners of the Company (10,754) (25,117)
- Non-controlling interest (4,785) (6,640)
(15,539) (31,757)
Loss per share attributable to the owners of the Company
Basic and diluted (Expressed in RMB cents per share) 8 (1.43) (2.54)

As at 30 June 2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Notes 30 June 2025 RMB'000 30 June 2024 RMB'000
ASSETS AND LIABILITIES
Non-current assets
Property, plant and equipment 9 28,976 25,979
Goodwill 10 74 901
Deposits 12 144 -
Pledged bank deposits 14 213 -
29,407 26,880
Current assets
Inventories 11 23,075 61,932
Trade receivables 12 15,898 22,980
Other receivables, deposits and prepayments 12 11,600 27,663
Contract assets 13 2,275 2,755
Bank balances and cash 14 55,977 44,053
108,825 159,383
Current liabilities
Trade and other payables 15 23,805 20,584
Contract liabilities 13 6,021 4,774
Lease liabilities 9 2,106 1,557
Borrowings 16 24,186 60,613
Income tax payable 986 1,214
57,104 88,742
Net current assets 51,721 70,641
Total assets less current liabilities 81,128 97,521
Non-current liabilities
Lease liabilities 9 1,608 1,939
Borrowings 16 17,161 17,613
Deferred tax liabilities 17 37 37
18,806 19,589
Net assets 62,322 77,932
EQUITY
Share capital 18 8,999 8,999
Reserves 63,442 77,839
Equity attributable to the owners of the Company 72,441 86,838
Non-controlling interest (10,119) (8,906)
Total equity 62,322 77,932

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2025

  1. GENERAL

ISP Global Limited (the “Company”) was incorporated and registered as an exempted company in the Cayman Islands with limited liability on 21 July 2017 and its registered office is situated at the offices of Ocorian Trust (Cayman) Limited, Windward 3, Regatta Office Park, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands. The Company was registered with the Registrar of Companies in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance (Chapter 622 of the laws of Hong Kong) (the “Companies Ordinance”) on 8 September 2017. The head office and principal place of business of the Group is at Room 4302, 43rd Floor, Center Plaza, 18 Harbour Road, Wan Chai, Hong Kong. The shares of the Company have been listed on GEM of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) with effect from 16 January 2018.

The Company is an investment holding company and the principal activities of its operating subsidiaries are sale of networking, sound and communication systems, provision of integrated services of networking, sound and communication systems in Singapore and the People’s Republic of China (the “PRC”) and e-commerce operation in the PRC and Malaysia.

The consolidated financial statements are presented in Renminbi (“RMB”), unless otherwise stated. All values are rounded to the nearest thousand except when otherwise indicated.

  1. APPLICATION OF AMENDMENTS TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRSs”)

In the preparation of the consolidated financial statements for the year ended 30 June 2025, the Group has applied the following amendments to IFRS Accounting Standards, for the first time, which are mandatorily effective for the annual periods beginning on or after 1 January 2024:

Amendments to IAS 1 Classification of Liabilities as Current or Non-current and related amendments to International Interpretation 5 (2020)
Amendments to IAS 1 Non-current Liabilities with Covenants
Amendments to IAS 16 Lease Liability in a Sale and Leaseback
Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements

The application of the above amendments to IFRS Accounting Standards has had no material impact on the Group’s financial performance and position for the current and prior periods and/or the disclosures set out in these consolidated financial statements.

4


5

2. APPLICATION OF AMENDMENTS TO INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRSs") (Continued)

New amendments to IFRS Accounting Standards in issue but not yet effective

The Group has not adopted the early application of the following new amendments to IFRS Accounting Standards that have been issued but are not yet effective:

Effective for annual periods beginning on or after
Amendments to IAS 21 Lack of Exchangeability 1 January 2025
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments 1 January 2026
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature – dependent Electricity 1 January 2026
Amendments to IFRS Accounting Standards Annual improvements to IFRS Accounting Standards – Volume 11 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture To be determined

IFRS 18 Presentation and Disclosure of Financial Statements

This standard introduces the following three sets of new requirements to improve entities’ reporting of financial performance and give investors a better basis for analysing and comparing entities:

  • Presentation of new defined subtotals in the statement of profit or loss;
  • Disclosures about management-defined performance measures; and
  • Enhanced requirements for grouping (aggregation and disaggregation) of information.

IFRS 18 supersedes IAS 1 “Presentation of Financial Statements”. Requirements in IAS 1 that are unchanged have been transferred to IFRS 18 and other IFRSs. IFRS 18 is effective for annual periods beginning on or after 1 January 2027 with earlier application permitted. The Group is still currently assessing the impact that IFRS 18 will have on the Group.

The Group is in the process of making an assessment of the impact of other developments in the period of initial adoption. So far, the directors of the Group have concluded that the adoption of them is unlikely to have a significant impact on the consolidated financial statements.


  1. REVENUE AND SEGMENT INFORMATION

Revenue represents the consideration to which the Group expects to be entitled to from (1) sale of networking, sound and communication systems; (2) provision of integrated services of networking, sound and communication systems, includes installation and customisation of networking, sound and communication systems and technical support services; and (3) e-commerce operation. The Group’s operations are mainly derived from Singapore and the PRC.

Information is reported to the executive directors of the Company, being the chief operating decision maker (“CODM”) of the Group, for the purposes of resource allocation and performance assessment. The CODM reviews revenue by nature of revenue, i.e. (1) sale of networking, sound and communication systems; (2) provision of integrated services of networking, sound and communication systems, includes installation and customisation of networking, sound and communication systems and technical support services; and (3) e-commerce operation. The Group’s operating businesses are structured and managed separately according to the nature of their operations and the products and services they provide. Each of the Group’s operating segments represents a strategic business unit that offers products and services which are subject to risks and returns that are different from those of other operating segments. The Group currently has three operating segments:

(a) Sale and provision of integrated services of networking, sound and communication systems in Singapore & PRC, which includes points (1) and (2) as mentioned above; and

(b) E-commerce operation, which mainly includes sale of consumer products on e-commerce platforms.

Segment results represent the profit earned/(loss incurred) by each segment without allocation of certain administration costs, directors’ emoluments, other income, other gains/(losses), share-based payment expenses, impairment of goodwill and finance costs and income tax expenses. This is the measure reported to the CODM for the purposes of resource allocation and performance assessment.

6


7

  1. REVENUE AND SEGMENT INFORMATION (Continued)

Segment revenue and results

For the year ended 30 June 2025

Sale and provision of integrated services of networking, sound and communication systems in Singapore RMB'000 Sale and provision of integrated services of networking, sound and communication systems in the PRC RMB'000 E-commerce operation RMB'000 Total RMB'000
Gross segment revenue 49,139 28,962 153,645 231,746
Inter-segment revenue - - - -
Revenue 49,139 28,962 153,645 231,746
Timing of revenue recognition
At a point in time 39,360 19,915 153,645 212,920
Over-time 9,779 9,047 - 18,826
49,139 28,962 153,645 231,746
Segment results 7,043 1,441 (12,311) (3,827)
Other income 335
Other gains, net -
Unallocated depreciation (229)
Unallocated expenses (10,389)
Impairment of goodwill (902)
Finance costs (4,288)
Income tax expense (310)
Loss for the year (19,610)
Segment results include:
Reversal of/(provision for) allowance for
ECL on trade receivables 136 (1,035) (476) (1,375)
Write-down of inventories - - (2,640) (2,640)
Loss on disposal of property, plant and equipment - - (34) (34)
Depreciation (938) (5) (2,046) (2,989)

  1. REVENUE AND SEGMENT INFORMATION (Continued)

Segment revenue and results (Continued)

For the year ended 30 June 2024

Sale and provision of integrated services of networking, sound and communication systems in Singapore RMB'000 Sale and provision of integrated services of networking, sound and communication systems in the PRC RMB'000 E-commerce operation RMB'000 Total RMB'000
Gross segment revenue 43,181 23,194 152,236 218,611
Inter-segment revenue - - - -
Revenue 43,181 23,194 152,236 218,611
Timing of revenue recognition
At a point in time 34,421 18,660 152,236 205,317
Over-time 8,760 4,534 - 13,294
43,181 23,194 152,236 218,611
Segment results 5,434 7,256 (23,357) (10,667)
Other income 176
Other losses, net (39)
Unallocated depreciation (8)
Share-based payment expenses (5,550)
Unallocated expenses (10,253)
Finance costs (4,196)
Income tax expense (1,029)
Loss for the year (31,566)
Segment results include:
Provision for allowance for ECL on trade receivables (144) (231) (132) (507)
Write-down of inventories - - (497) (497)
Depreciation (950) (8) (2,828) (3,786)

8


9

  1. REVENUE AND SEGMENT INFORMATION (Continued)

Segment revenue and results (Continued)

An analysis of the Group’s revenue for the year is as follows:

| | 2025
RMB’000 | 2024
RMB’000 |
| --- | --- | --- |
| At a point in time: | | |
| Sale of networking, sound and communication systems | 59,275 | 53,081 |
| Sale of consumer products from E-commerce operation | 153,645 | 152,236 |
| Over-time: | | |
| Provision of integrated services of networking, sound and communication systems | 18,826 | 13,294 |
| | 231,746 | 218,611 |

Revenue from customers of the corresponding years contributing over 10% of the total revenue of the Group is as follows:

| | 2025
RMB’000 | 2024
RMB’000 |
| --- | --- | --- |
| Customer I* | 143,528 | 87,884 |

  • Revenue from E-commerce operation

10

  1. REVENUE AND SEGMENT INFORMATION (Continued)

Segment assets and liabilities

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Segment assets | | |
| Sale and provision of integrated services of networking,
sound and communication systems in Singapore | 90,662 | 79,785 |
| Sale and provision of integrated services of networking,
sound and communication systems in the PRC | 13,882 | 8,012 |
| E-commerce operation | 31,945 | 97,742 |
| Total segment assets | 136,489 | 185,539 |
| Unallocated corporate assets | | |
| - Property, plant and equipment | 665 | - |
| - Deposits and other receivables | 909 | 191 |
| - Cash and cash equivalents | 169 | 533 |
| Total assets | 138,232 | 186,263 |
| Segment liabilities | | |
| Sale and provision of integrated services of networking,
sound and communication systems in Singapore | (11,644) | (10,474) |
| Sale and provision of integrated services of networking,
sound and communication systems in the PRC | (9,906) | (4,235) |
| E-commerce operation | (44,097) | (92,579) |
| Total segment liabilities | (65,647) | (107,288) |
| Unallocated corporate liabilities | | |
| - Other payables | (7,051) | (1,043) |
| - Lease liabilities | (675) | - |
| - Borrowings | (2,537) | - |
| Total liabilities | (75,910) | (108,331) |

These assets and liabilities are allocated based on the operations of the segment.


11

  1. REVENUE AND SEGMENT INFORMATION (Continued)

Geographical information

Information by geographical location on the Group’s revenue from customers and non-current assets are detailed below:

| | | 2025
RMB’000 | 2024
RMB’000 |
| --- | --- | --- | --- |
| a) | Revenue from external customers | | |
| | - Singapore | 44,184 | 41,499 |
| | - The PRC | 182,298 | 175,430 |
| | - Malaysia | 5,264 | 1,682 |
| | | 231,746 | 218,611 |
| b) | Non-current assets | | |
| | - Singapore | 23,411 | 22,475 |
| | - The PRC | 2,283 | 3,991 |
| | - Others | 3,713 | 414 |
| | | 29,407 | 26,880 |


12

4. OTHER INCOME AND OTHER GAINS/(LOSSES), NET

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Government grants (Note a) | 59 | 121 |
| Interest income | 225 | 16 |
| Others | 51 | 39 |
| | 335 | 176 |
| Loss on early termination and modification of leases | – | (61) |
| Loss on disposal of property, plant and equipment | (34) | – |
| Foreign exchange gain, net | 19 | 23 |
| Gain on disposal a subsidiary (Note b) | 15 | – |
| Others | – | (1) |
| | – | (39) |

Notes:

(a) During the year ended 30 June 2025, the amount mainly included Singapore Government's foreign worker tax refund and government subsidy based on a vocational training plan for Internet industry introduced by Shanghai government. All incentives were granted in the form of cash payout and there were no unfulfilled conditions or contingencies relating to these grants and recognised as other income upon incentive amounts confirmed by the Singapore and the PRC governments and cash received.

(b) This amount represents gain arising from the disposal of a subsidiary named “藕丁科技(上海)有限公司” (the “上海藕丁”) to an independent third party on 22 April 2025 for a consideration of RMB15,000. On the disposal date, 上海藕丁 had net liabilities of approximately RMB0.

5. FINANCE COSTS

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Interest on bank and other borrowings | 4,087 | 3,862 |
| Interest on lease liabilities (Note 9) | 201 | 334 |
| | 4,288 | 4,196 |


6. INCOME TAX EXPENSE

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Current tax: | | |
| - Singapore corporate income tax (“CIT”) | 691 | 1,033 |
| - The PRC Enterprise income tax (“EIT”) | 230 | - |
| - Over provision in prior years | (609) | - |
| | 312 | 1,033 |
| Deferred tax (Note 17) | (2) | (4) |
| | 310 | 1,029 |

The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdiction in which members of the Group are domiciled and operated.

Pursuant to the rules and regulations of the Cayman Islands and the British Virgin Islands ("BVI"), the Group is not subject to any income tax under these jurisdictions during the years ended 30 June 2025 and 2024.

No provision for Hong Kong Profits Tax has been recognised in the consolidated financial statements during the year ended 30 June 2025 as the Group does not have income which arises in or derived from Hong Kong (2024: Nil).

Singapore CIT is calculated at 17% (2024: 17%) of the estimated assessable profit. Singapore incorporated companies can enjoy 75% tax exemption on the first S$10,000 (equivalent to approximately RMB54,000) of normal chargeable income and a further 50% tax exemption on the next S$190,000 (equivalent to approximately RMB1,018,000) of normal chargeable income for the year of assessment 2025 (2024: Same).

The PRC EIT has been provided at the rate of 25% (2024: 25%) on the taxable profits of the Group's subsidiaries in the PRC during the year ended 30 June 2025.

The income tax expense for the year can be reconciled to the loss before income tax per the consolidated statement of profit or loss and other comprehensive income as follows:

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Loss before income tax | (19,300) | (30,537) |
| Tax at domestic income tax rate | (4,383) | (6,604) |
| Tax effect of expenses not deductible for tax purpose | 2,440 | 401 |
| Tax effect of tax losses not recognised | 4,957 | 9,340 |
| Effect of tax concessions and partial tax exemptions | (278) | (169) |
| Tax effect of utilisation of tax losses not previously recognised | (1,817) | (1,939) |
| Over provision in prior years | (609) | - |
| | 310 | 1,029 |


  1. LOSS BEFORE INCOME TAX

Loss before income tax has been arrived at after charging:

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Auditor’s remuneration | 750 | 763 |
| Expense relating to short-term and low-value leases (Note 9) | 487 | 425 |
| Depreciation of property, plant and equipment (Note (a)) | 3,218 | 3,794 |
| Directors’ remuneration, including share-based payment expenses of
approximately RMBNil (2024: RMB290,000) | 12,131 | 11,836 |
| Other staff costs: | | |
| – Salaries, wages and other benefits including share-based payment expenses
of approximately RMBNil (2024: RMB5,260,000) | 32,352 | 40,593 |
| – Defined contribution plans, including retirement benefits | 2,518 | 3,007 |
| – Foreign worker levy and skill development levy | 763 | 1,095 |
| Total staff costs (Note (b)) | 47,764 | 56,531 |
| Cost of materials recognised as costs of sales/services | 149,326 | 126,685 |
| Write-down of inventories (Note (c)) | 2,640 | 497 |
| Marketing and promotion expenses (Note (d)) | 21,211 | 28,600 |
| Service fees to e-commerce platforms (Note (d)) | 4,859 | 8,387 |
| Subcontractor costs recognised as costs of sales/services | 4,207 | 6,947 |

Notes:

(a) No depreciation was included in costs of sales/services (2024: Nil).

(b) Staff costs of approximately RMB10,169,000 (2024: RMB9,479,000) were included in costs of sales/services.

(c) Write-down of inventories were included in costs of sales/services (2024: Same).

(d) These expenses were included in selling and administrative expenses (2024: Same).

(e) There were no forfeited contributions utilised by or available for the Group to reduce existing level of contributions for each of the years.

14


15

8. LOSS PER SHARE

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Loss for the year attributable to the owners of the Company | (14,920) | (24,960) |

The calculation of basic loss per share is based on the loss for the year attributable to the owners of the Company and the weighted average number of shares in issue. Weighted average number of ordinary shares for the purpose of basic loss per share is set out below:

2025 2024
Number of ordinary shares 1,046,628,000 980,794,000

The computation of diluted loss per share for the year ended 30 June 2025 did not assume the exercise of the Company's outstanding share options since it would result in a decrease in the loss per share (2024: Same). Therefore, the amount of diluted loss per share is the same as the amount of basic loss per share during the years ended 30 June 2025 and 2024.


  1. PROPERTY, PLANT AND EQUIPMENT AND LEASE LIABILITIES

Property, plant and equipment

| | Computers
RMB'000 | Office equipment
RMB'000 | Furniture, fixtures and fittings
RMB'000 | Motor vehicles
RMB'000 | Leasehold land and property
RMB'000 | Right-of-use assets
RMB'000 | Total
RMB'000 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Cost | | | | | | | |
| At 1 July 2023 | 784 | 339 | 950 | 1,429 | 26,482 | 9,010 | 38,994 |
| Disposal | (78) | - | - | - | - | (952) | (1,030) |
| Written off | - | - | - | - | - | (2,098) | (2,098) |
| Additions | 91 | 23 | 54 | - | - | - | 168 |
| Exchange realignment | - | - | (1) | (3) | (14) | 4 | (14) |
| At 30 June 2024 and 1 July 2024 | 797 | 362 | 1,003 | 1,426 | 26,468 | 5,964 | 36,020 |
| Disposal | (43) | - | - | - | - | (1,902) | (1,945) |
| Additions | 44 | 26 | 143 | - | - | 2,414 | 2,627 |
| Additions from acquisition of a subsidiary | 2,404 | 4 | 37 | - | - | - | 2,445 |
| Exchange realignment | 87 | 18 | 54 | 86 | 1,328 | 8 | 1,581 |
| At 30 June 2025 | 3,289 | 410 | 1,237 | 1,512 | 27,796 | 6,484 | 40,728 |
| Accumulated Depreciation | | | | | | | |
| At 1 July 2023 | 708 | 318 | 911 | 863 | 4,050 | 1,255 | 8,105 |
| Depreciation for the year | 112 | 10 | 34 | 147 | 467 | 3,024 | 3,794 |
| Disposal | (78) | - | - | - | - | (952) | (1,030) |
| Written off | - | - | - | - | - | (828) | (828) |
| Exchange realignment | - | - | - | (1) | (2) | 3 | - |
| At 30 June 2024 and 1 July 2024 | 742 | 328 | 945 | 1,009 | 4,515 | 2,502 | 10,041 |
| Depreciation for the year | 288 | 18 | 59 | 121 | 475 | 2,257 | 3,218 |
| Disposal | (9) | - | - | - | - | (1,902) | (1,911) |
| Exchange realignment | 28 | 16 | 50 | 60 | 243 | 7 | 404 |
| At 30 June 2025 | 1,049 | 362 | 1,054 | 1,190 | 5,233 | 2,864 | 11,752 |
| Carrying amount | | | | | | | |
| At 30 June 2025 | 2,240 | 48 | 183 | 322 | 22,563 | 3,620 | 28,976 |
| At 30 June 2024 | 55 | 34 | 58 | 417 | 21,953 | 3,462 | 25,979 |

16


17

  1. PROPERTY, PLANT AND EQUIPMENT AND LEASE LIABILITIES (Continued)

Property, plant and equipment (Continued)

The above items of property, plant and equipment are depreciated on a straight-line basis at the following useful lives after taking into account the residual values:

Computers 1 year
Office equipment 3 years
Furniture, fixtures and fittings 3 years
Motor vehicles 6 years
Leasehold land and property Over the lease term, which is 680 months
Right-of-use assets Over the lease terms, which ranges from 24 to 48 months

As at 30 June 2025, leasehold land and property were pledged to a bank for a bank borrowing (Note 16) (2024: Same).

The Group as a lessee

The Group has entered into lease contracts for various office premises used in its operations. Leases of office premises generally have lease terms between 2 and 4 years (2024: 2 and 3 years). The Group’s obligations under its leases are secured by the lessor’s title to the leased assets. Generally, the Group is restricted from assigning and subleasing the leased assets. There are several lease contracts that include termination options which the directors of the Company considered reasonably certain not to exercise.

The Group has also entered into certain leases of office premises with lease terms of 12 months or less and leases of office equipment and dormitories with low value. The Group applies the “short-term lease” and “lease of low-value assets” recognition exemptions for these leases.

As at 30 June 2025 and 2024, lease commitments for the Group for short-term leases are as follows:

2025 2024
RMB’000 RMB’000
Within one year 326 120

18

  1. PROPERTY, PLANT AND EQUIPMENT AND LEASE LIABILITIES (Continued)

The Group as a lessee (Continued)

The carrying amount and the movements of lease liabilities during the year are as follows:

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Carrying amount at 1 July | 3,496 | 7,670 |
| New leases | 2,414 | – |
| Write-off of leases liabilities | – | (1,209) |
| Accretion of interest recognised during the year | 201 | 334 |
| Payments | (2,403) | (3,302) |
| Exchange realignment | 6 | 3 |
| Carrying amount at 30 June | 3,714 | 3,496 |
| Lease liabilities payable: | | |
| – Within one year | 2,107 | 1,558 |
| – Within a period of more than one year but not exceeding two years | 1,522 | 1,067 |
| – Within a period of more than two years but not exceeding five years | 85 | 871 |
| | 3,714 | 3,496 |
| Less: Amounts due for settlement within twelve months from the end of the reporting period (shown under current liabilities) | (2,106) | (1,557) |
| Amounts due for settlement after twelve months from the end of the reporting period (shown under non-current liabilities) | 1,608 | 1,939 |


19

9. PROPERTY, PLANT AND EQUIPMENT AND LEASE LIABILITIES (Continued)

The Group as a lessee (Continued)

The followings are the amounts recognised in the consolidated profit or loss:

| | 2025
RMB’000 | 2024
RMB’000 |
| --- | --- | --- |
| Depreciation of right-of-use assets (as per above) | 2,257 | 3,024 |
| Interest on lease liabilities (Note 5) | 201 | 334 |
| Expense relating to short-term and low-value leases (Note 7) | 487 | 425 |
| | 2,945 | 3,783 |
| Within financing cash flow – fixed payments | 2,403 | 3,302 |
| Within operating cash flow – expenses relating to short-term lease | 487 | 425 |
| Total cash outflow for leases | 2,890 | 3,727 |

10. GOODWILL

RMB’000
At 1 July 2023 901
Exchange realignment -*
At 30 June 2024 and 1 July 2024 901
Additions from acquisition of subsidiary (Note) 74
Provision for impairment of goodwill (902)
Exchange realignment 1
At 30 June 2025 74
  • Amount less than RMB1,000

Note:

On 12 February 2025, the Group acquired an e-commerce company with carrying amount of about RMB2,446,000 of property, plant and equipment, RMB7,000 of other receivables, RMB166,000 of cash and cash equivalents, RMB2,765,000 of trade and other payables, from an independent third party during the current year at zero consideration. The acquired company has been accounted for as subsidiary of the Group since the acquisition date. The excess of the consideration transferred and the amount of non-controlling interests in the acquirees over the fair value of the identifiable net assets acquired is recorded as goodwill.

Goodwill arose from the acquisition of subsidiaries which had been allocated to e-commerce operation business. The goodwill recognised is not expected to be deductible for the income tax purpose.


20

  1. GOODWILL (Continued)

E-commerce operation CGU

The recoverable amount of the e-commerce operation CGU as at 30 June 2025 has been determined based on a value-in-use calculation (2024: value-in-use calculation) using cash flow forecast derived from the most recent financial budgets approved by senior management based on their best estimates covering 5-year projected period. The pre-tax discount rate and terminal growth rate adopted in the forecast were 15.20% (2024: 15.67%) and 3.0% (2024: 3.0%), respectively. Management has calculated that the value-in-use of the operating subsidiaries located in the PRC and concluded that the recoverable amount is less than (2024: greater than) their total carrying amount of the assets of the e-commerce operation CGU including allocated goodwill. As a result of this analysis, the management recorded an impairment charge of in the current year (2024: no impairment).

  1. INVENTORIES

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Finished goods | 23,075 | 61,932 |

During the year ended 30 June 2025, write-down of inventories of approximately RMB2,640,000 (2024:RMB497,000) were made based on prevailing market conditions.

  1. TRADE RECEIVABLES, OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Trade receivables, gross | 18,271 | 23,972 |
| Less: Allowance for ECL | (2,373) | (992) |
| Trade receivables, net (Note (a)) | 15,898 | 22,980 |
| Deposits (Note (b)) | 2,749 | 2,884 |
| Prepayments (Note (c)) | 7,222 | 20,151 |
| Other receivables (Note (d)) | 1,773 | 4,403 |
| Advances to staff | - | 225 |
| | 11,744 | 27,663 |
| Less: amount classified as non-current – rental deposits on lease agreement expiring after one year (Note (b)) | (144) | - |
| Current portion | 11,600 | 27,663 |


21

12. TRADE RECEIVABLES, OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS (Continued)

As at 1 July 2023, the carrying amount of trade receivables from contracts with customers was approximately RMB16,287,000.

Notes:

(a) During the year ended 30 June 2025, the Group granted credit terms to its customers in the segment of sale and provision of integrated services of networking, sound and communication systems, typically 30-90 days for the Singapore segment and 30-180 days for the PRC segment (2024: 30-180 days). For the e-commerce operation, no credit term (2024: Nil) is granted to individual customers and relevant trading or settlement platform for online sale, while the Group generally grants credit terms ranging from 15 to 180 days (2024: 15 to 180 days) to those corporate customers with good credit records. The Group does not charge interest nor hold any collateral over these balances.

As at 30 June 2025, included in the Group’s trade receivables balance are debtors with aggregate carrying amount of approximately RMB10,051,000 (2024: RMB6,606,000) which are past due as at the reporting date. Out of the past due balances, approximately RMB4,535,000 (2024: RMB1,746,000) has been past due 90 days or more and is not considered as in default due to having on-going relationship and no default repayment record from these customers. The Group seeks to maintain strict control over its outstanding receivables to minimise credit risk.

The following table details the risk profile of trade receivables with customers based on the Group’s provision matrix which is derived from the ageing based on past due days.

Not yet past due RMB’000 Less than 30 days RMB’000 31-90 days RMB’000 91-120 days RMB’000 121-365 days RMB’000 Over 365 days RMB’000 Total RMB’000
30 June 2025
Effective ECL rate 0% 4% 7% 15% 37% 100%
Trade receivables, gross 5,863 3,336 2,481 3,629 2,303 659 18,271
Lifetime ECL (16) (120) (181) (556) (842) (658) (2,373)
15,898
30 June 2024
Effective ECL rate 1% 1% 1% 7% 26% 98%
Trade receivables, gross 16,533 3,233 1,690 588 1,613 315 23,972
Lifetime ECL (159) (48) (15) (40) (421) (309) (992)
22,980

The ECL on trade receivables is measured at an amount equal to lifetime ECL. The ECL on trade receivables are estimated using a provision matrix by reference to past default experience of the debtors and an analysis of the debtors’ current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.


22

12. TRADE RECEIVABLES, OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS (Continued)

Notes: (Continued)

(a) (Continued)

There has been no change in the estimation techniques or significant assumptions made during the current reporting period.

An ageing analysis of the Group's trade receivables at the end of the reporting period, net of impairment, based on invoice date is as follows:

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| 0-30 days | 9,199 | 19,766 |
| 31-90 days | 2,481 | 1,690 |
| 91-120 days | 3,629 | 588 |
| 121-365 days | 2,303 | 1,613 |
| Over 365 days | 659 | 315 |
| Less: Allowance for ECL | (2,373) | (992) |
| | 15,898 | 22,980 |

The table below shows the movement in lifetime ECL that has been recognised for trade receivables in accordance with the simplified approach set out in IFRS 9.

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| At beginning of year | 992 | 486 |
| Provision for allowance for ECL on trade receivables, net | 1,375 | 507 |
| Exchange realignment | 6 | (1) |
| At end of year | 2,373 | 992 |

(b) As at 30 June 2025, the balances mainly included deposits paid for lease agreements in the PRC and Hong Kong and deposits paid to online platform providers to become merchants of e-shop or e-channel (2024: Same).

(c) As at 30 June 2025, prepayments mainly represented payment in advances to the e-commerce suppliers which amounted to approximately RMB4,347,000 (2024: RMB13,681,000). Up to the date of this announcement, prepayments amounted to approximately RMB4,294,000 (2024: RMB13,622,000) have been utilised by subsequent purchases made by the Group.

(d) As at 30 June 2025, the balance mainly included value-added-tax ("VAT") recoverable amounted to approximately RMB784,000 (2024: RMB3,732,000).


23

13. CONTRACT ASSET AND CONTRACT LIABILITIES

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Contract assets | | |
| Retention receivables | 2,275 | 2,755 |
| Contract liabilities | | |
| Advance billing to customers | 6,021 | 4,774 |

Contract assets

Contract assets include retention receivables which represent monies withheld by customers of contract works that will be released after the end of warranty period of the relevant contracts, and are classified as current as they are expected to be received within the Group's normal operating cycle. Any amount previously recognised as a contract asset is reclassified to trade receivables at the point at which it becomes unconditional and is invoiced to the customer.

Contract liabilities

Contract liabilities are arising from sale and provision of integrated services of networking, sound and communication systems business. The Group typically receives a deposit from customers when they sign the contracts with the Group. In the opinion of the directors of the Company, contract liabilities are expected to be recognised as revenue within one year.


24

14. PLEDGED BANK DEPOSITS, BANK BALANCE AND CASH

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Bank balances and cash (Note a) | 55,977 | 44,053 |
| Pledged bank deposits (Note b) | 213 | – |

Notes:

(a) Bank balances carry interest at floating rates based on daily bank deposit rate. The bank balances are deposited with creditworthy banks with no recent history of default. As at 30 June 2025, there was approximately RMB7,010,000 (2024: RMB3,275,000) denominated in RMB and deposited with banks in the PRC. RMB is not freely convertible into other currencies, however, under Foreign Exchange Control Regulations and Administration of Settlement, Sale and Payment of Foreign Exchange Regulations in the PRC, the Group is permitted to exchange RMB for other currencies through authorised banks to conduct foreign exchange business.

(b) The balances represent deposits placed to a bank in the PRC for corresponding amounts of performance guarantee granted to the Group in favour of a customer with a maturity term of 49 months ended in December 2028. The balances carry interest rate of 1.5% per annum and the balance will be fully released subsequently in December 2028.

15. TRADE AND OTHER PAYABLES

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Trade payables (Note a) | 7,643 | 11,701 |
| Other taxes payable | 792 | 685 |
| Accrued operating expenses | 6,984 | 5,627 |
| Accrued payroll costs | 4,090 | 2,571 |
| Amount due to a director of the Company (Note b) | 4,296 | – |
| | 23,805 | 20,584 |


25

15. TRADE AND OTHER PAYABLES (Continued)

Notes:

(a) The credit period on purchases from suppliers and subcontractors is between 30 to 60 days (2024: 30 to 60 days) or payable upon delivery (2024: Same). The following is an aged analysis of trade payables presented based on the invoice date at the end of the reporting date:

| | 2025
RMB'000 | 2024
RMB'000 |
| --- | --- | --- |
| Within 30 days | 3,756 | 6,617 |
| 31 to 90 days | 2,016 | 3,614 |
| 91 to 180 days | 618 | 647 |
| Over 180 days | 1,253 | 823 |
| | 7,643 | 11,701 |

(b) As at 30 June 2025, the amount due to a director of the Company, Mr. Cao, which was non-trade in nature, unsecured, non-interest bearing and repayable on demand.

16. BORROWINGS

| | Notes | 2025
Current
RMB'000 | 2025
Non-Current
RMB'000 | 2024
Current
RMB'000 | 2024
Non-Current
RMB'000 |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| Secured | | | | | |
| Bank borrowings | (a) | 17,345 | 14,453 | 5,352 | 17,613 |
| Total secured borrowings | | 17,345 | 14,453 | 5,352 | 17,613 |
| Unsecured | | | | | |
| Bank borrowings | (b) | 3,084 | 171 | 4,400 | - |
| Other borrowings | (c) | 3,757 | 2,537 | 50,861 | - |
| Total unsecured borrowings | | 6,841 | 2,708 | 55,261 | - |
| Total borrowings | | 24,186 | 17,161 | 60,613 | 17,613 |


26

16. BORROWINGS (Continued)

The Group's borrowings at the end of reporting period were repayable as follows:

Bank borrowings Other borrowings
2025 2024 2025 2024
RMB'000 RMB'000 RMB'000 RMB'000
Within one year or on demand 20,429 9,752 3,757 50,861
More than one year, but not exceeding two years 10,749 12,701 2,537
More than two years, but not exceeding five years 3,875 4,912
35,053 27,365 6,294 50,861

Notes:

(a) As at 30 June 2025, the balances include,

Two secured bank borrowings with carrying amounts of RMB11,672,000 (2024: RMB11,893,000) in aggregate which was interest bearing at 2.85% (2024: 3.85%) per annum and repayable in May 2027 (2024: May 2026). These borrowings were guaranteed by Mr. Cao's spouse and a residential property of Mr. Cao (2024: Same).

A secured term loan with carrying amount of approximately S$559,695 (equivalent to approximately RMB3,150,000) (2024: S$732,000 (equivalent to approximately RMB3,924,000)) which bear fixed interest rates with weighted average effective interest rate at 3.98% (2024: 2.88%) per annum. The borrowing was secured by the Group's leasehold land and property with carrying amount of approximately RMB22,563,000 (2024: RMB21,953,000) (Note 9) and corporate guarantee provided by the Company (2024: Same). The loan has a term of 15 years which is repayable by instalment and the final maturity date of the loan will be due on 11 June 2028.

Two secured bank borrowings with carrying amount of approximately RMB5,916,000 (2024: one secured bank borrowing with carrying amount of approximately RMB RMB2,973,000) with interest rate ranging from 1.50% to 2.50% (2024: 3.75%) per annum and repayable within one year from drawdown date. The borrowing is guaranteed by a PRC financing guarantee company, an independent third party of the Company.

Four secured bank borrowings with carrying amount of RMB9,600,000 (2024: Nil) with interest rate ranging from 2.35% to 3.80% per annum and repayable within one year from drawdown date. These borrowings are guaranteed by a director of a subsidiary of the Company.

Six secured bank borrowings with carrying amount of RMB1,460,000 (2024: one secured bank borrowing with carrying amount of RMB300,000) with interest rate ranging from 1.8% to 4.83% (2024: 4.25%) per annum and repayable within one year from drawdown date. These borrowings are guaranteed by a director of a subsidiary of the Company.


27

16. BORROWINGS (Continued)

Notes: (Continued)

(b) As at 30 June 2025, balance represents two (2024: two) unsecured bank borrowings which bear interest at rates of 3.00% and 6.51% (2024: 2.05% and 3.55%) per annum and repayable in August 2025 and March 2028, respectively.

(c) The Group entered into a receivable transfer arrangement (the “Arrangement”) with one (2024: three) financial institutions in the PRC to transfer existing or future trade receivables of a customer with full recourse to the financial institution for financing purpose. In the event of default by the customer, the Group is obliged to pay the financial institution the amount in default. The proceeds of the Arrangement were included in borrowings as asset-backed financing until the trade debts were collected or the Group settled any losses suffered by the financial institution. As at 30 June 2025, carrying amount of proceeds received under the Arrangement is amounting to approximately RMB1,756,000 (2024: RMB48,861,000) which bear interest at a range from 8.5% to 9.0% (2024: 8.5% to 9.0%) per annum. As at 30 June 2025, the amount of existing or future trade receivables pledged under the Arrangement is amounting to approximately RMB1,756,000 (2024: RMB48,861,000) and repayable in September 2025.

Other borrowings also include two (2024: one) unsecured other borrowing with carrying amount of RMB2,000,000 and HKD2,779,000 (equivalent to approximately RMB2,538,000) (2024: RMB2,000,000) with interest rate of 8.0% and 6.0% (2024: 8.0%) per annum and repayable in March 2026 and 2027.

17. DEFERRED TAX LIABILITIES

Accelerated tax depreciation RMB'000
At 1 July 2023 41
Credited to consolidated profit or loss (Note 6) (4)
Exchange realignment -*
At 30 June 2024 and 1 July 2024 37
Credited to consolidated profit or loss (Note 6) (2)
Exchange realignment 2
At 30 June 2025 37
  • Amount less than RMB1,000

28

17. DEFERRED TAX LIABILITIES (Continued)

As at 30 June 2025, the Group had unused tax losses of approximately RMB61,876,000 (2024: RMB37,091,000) available to offset against future profits sourced in the PRC. The impact on the current period's income tax expense, resulting from the utilization of previously unrecognized tax losses, amounted to approximately RMB1,817,000. Such unused tax losses are subject to the approval of the PRC tax authorities and can be carried forward for five years from the year when the corresponding loss was incurred. No deferred tax asset has been recognised due to unpredictability of future profit streams.

The deferred tax liabilities resulted from temporary taxable differences arising from accelerated depreciation in relation to capital allowance claims on qualified assets in accordance with prevailing tax laws in Singapore.

18. SHARE CAPITAL

The Company
Number of shares Amount HK$’000 Amount RMB’000
Ordinary shares of HK$0.01 each
Authorised share capital:
At 1 July 2023, 30 June 2024, 1 July 2024 and 30 June 2025 1,500,000,000 15,000 13,387
Number of shares Amount RMB’000
Issued and paid-up:
At 1 July 2023 904,000,000 7,665
Issuance of shares upon placing, net of transaction costs (Note) 142,628,000 1,334
At 30 June 2024, 1 July 2024 and 30 June 2025 1,046,628,000 8,999

Fully paid ordinary shares carry one vote per share and a right to dividends as and when declared by the Company.

Notes:

On 31 October 2023, the Company completed the placing of 142,628,000 placing shares (the "Placing") representing approximately $13.63\%$ of the enlarged issued share capital of the Company as at the date of this announcement. The gross and net proceeds (after deducting the placing commission and other related expenses) from the Placing amounted to HK$28,811,000 (equivalent to approximately RMB26,875,000) and HK$28,221,000 (equivalent to approximately RMB26,669,000), respectively.


29

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS OUTLOOK

Outlook of E-commerce in the People’s Republic of China (the “PRC”)

Overview of China’s Brand E-commerce Operation Service Market

Brand e-commerce operation refers to third-party services provided to brand owners, mainly including brand market analysis, marketing and promotion, online store operation, consumer management, customer service and warehousing logistics services.

With professional operating experience, brand e-commerce operation service providers can help brand clients to promote brand culture and improve customer experience, carry out promotional activities through diversified online distribution channels to expand customer base, and constantly optimise marketing strategies based on accurate consumer analysis, so as to ultimately enhance their brand influence.

As a link between brand owners, e-commerce platforms and consumers, brand e-commerce operation service providers create value for all parties in the industry chain. With the increasing importance of online sales channels, operation service providers have gradually built a dynamic and virtuous ecosystem with brand owners and e-commerce platforms.

img-0.jpeg


Brand owners enter e-commerce platforms to explore online sales channels and tap into the traffic resources of e-commerce platforms; aided by the professional operation of e-commerce operation service providers, brand owners fully reach target customers and continuously improve the conversion rate which would in turn ultimately increase sales of products for the brands. Brand operation service providers cater to needs of the brand owners, obtain authorisation, and generate business revenue through operations. E-commerce platforms, while providing traffic platforms for brand owners and operating service providers, also reaping benefits in turn. In expanding online channels for brand owners, operation service providers also introduces premium brands to the platform, thereby enhancing the reputation and traffic of the platform. The GMV created by operation service providers for brand owners also serves as a vital support for the platform's transaction volume. Therefore, operation service providers play an indispensable role in promoting a thriving platform ecosystem.

Industry Overview of Brand E-commerce Service Market in the PRC

The rapid growth of e-commerce in China opens up vast market space for the development of the brand e-commerce service market

Brand e-commerce operation service is a service industry that grows with the development of e-commerce in the PRC. It proliferates with the rapid growth and deeper penetration of the e-commerce industry in the PRC. According to the 2025 China Branding E-Commerce Service Provider Industry Research Report of iiMedia Research, the size of the brand e-commerce service market in the PRC reached RMB446.85 billion in 2024, representing a year-on-year increase of 9.6%. It is expected to reach RMB586.23 billion by 2028.

In the future, with the construction of service providers' digital intelligence capability and the improvement of full-chain service system, the intelligent retail model, O2O model, intelligent services and government policy support will boost the continuous expansion of the brand e-commerce service market.

30


According to the Report on Development of the Online Retail Market in China, the China's online retail market maintained steady growth and the scale of the market reached a new high. In 2024, national online retail sales reached RMB16.96 trillion, representing a year-on-year growth of $10.0\%$ . The contribution of online retail to the consumer market saw a continuous increase, and online retail sales of physical goods in 2024 was RMB14.32 trillion, representing a year-on-year increase of $9.0\%$ and accounting for $28.1\%$ of the total retail sales of consumer goods in society, increasing by 0.5 percentage point compared with the share of $27.6\%$ in 2023. China has been the largest global online retail market for twelve consecutive years. With online retail sales of physical goods accounting for over one quarter of the total retail sales of consumer goods in society, e-commerce has become one of the main consumption channels for Chinese residents.

img-0.jpeg
China's Total Online Retail Transaction Amount in 2011-2024


The e-commerce service industry is a service industry that has gradually emerged with the development of e-commerce. It is a general term for various professional services provided for the development of e-commerce activities. According to the classification of the e-commerce service industry in the 2022 Report on E-commerce in China issued by the Ministry of Commerce, the e-commerce service industry includes three categories: transaction services, support services and derivative services, of which transaction services mainly include business-to-business transaction services, business-to-consumer transaction services and consumer-to-consumer transaction services, with e-commerce platforms as the main entities. Support services mainly include electronic payment services, logistics services and information technology services; while derivative services refer to various professional services, such as e-commerce operation services, e-commerce brand services, e-commerce consultation services, e-commerce education and training services and e-commerce security services.

The vigorous development of cross-border e-commerce has generated more demand for e-commerce operation from international brands

For foreign brand owners, factors such as complicated rules for e-commerce operation in China, large differences between online and offline markets, limited capacity for devoting attention to operation and low cost-effectiveness of proprietary operation have prompted foreign brands to become more willing to acquire e-commerce operation services.

According to the statistics of China's General Administration of Customs, China's total cross-border e-commerce imports and exports reached RMB2.71 trillion in 2024, representing an increase of 14.0% compared with 2023. Specifically, exports amounted to RMB2.15 trillion, representing an increase of 16.9%; and imports amounted to RMB555.25 billion, representing an increase of 4.1%. The cross-border e-commerce of China is still under a rapid growth, and its cross-border products are gradually moving towards a development pattern of branding, high-value, and overseas warehousing.

The rise of live streaming e-commerce and social e-commerce provides branded e-commerce operators with new market growth opportunities

Amid the sluggish growth of traditional e-commerce traffic, innovative online consumption models such as social e-commerce and live streaming e-commerce, can meet the diversified needs of consumers and have become a crucial element of online consumption. Social e-commerce operators, such as Pinduoduo, Xiaohongshu and Youzan, have produced efficient multi-node exchanges in social e-commerce between individual merchants, individual users as well as between both merchants and users, effectively triggering the consumption potential of consumers. In addition, the COVID-19 epidemic has fully triggered live streaming marketing, and the live streaming industry has entered a stage of broad popularity and development. Short videos, live streaming and e-commerce are mutually beneficial, and platforms such as Kuaishou and Douyin have become strongholds for e-commerce traffic.

32


According to the estimation of iResearch, the market size of China's live-streaming e-commerce reached RMB4.9 trillion in 2023, representing a year-on-year increase of 35.2%. According to the 2022 China E-commerce Market Data Report and relevant data from www.Chyxx.com (智研咨询), for social e-commerce, the market size reached RMB2.76 trillion, representing a year-on-year increase of 9.17%, and further expanded to RMB3.42 trillion in 2023.

While social e-commerce and live-streaming e-commerce have become essential channels for diversified brand marketing, the new e-commerce model has also increased the complexity of e-commerce operation, such as the interactions between brand owners and institutions, including but not limited to the content platforms, key opinion leaders, multi-channel networks, and the use of paid tools of platforms to precisely reach target customers, capture consumer demand preferences and changes and quickly identify and profile consumers. All of the above have brought great challenges to brands and thus the value of professional services for e-commerce operators has become increasingly prominent.

Prospect of the Business of E-commerce Operation of the Company

The business of e-commerce operation is one of the main business lines of the Company. As at the date of this announcement, it has established a complete operation team and achieved a certain scale in its operation. Currently, brands that the Company is operating and has newly added include domestically and internationally renowned brands such as Philips Home Audio & Video, Ecovacs, Supor, Changhong, Haier, Royalstar, Skyworth, Narwal, Culligan, ASUS, Wuling, Changan and NIU.

Faced with the intensely competitive environment of brand operations, we proactively adjusted our business focus from distribution business to agency operation business, reducing operating costs and improving operational efficiency.

We will: (1) on the basis of shifting our operational focus, continuously optimize the brand structure of our operations, gradually eliminate brands with low operational efficiency, and introduce higher-quality brands; (2) prioritize JD.com platform as our key channel and consolidate our operational advantages in this channel; (3) optimize our operational team to reduce costs and enhance our own operational efficiency.

In addition, we will actively explore the e-commerce operation service market in other countries, and have established a team in Malaysia to develop e-commerce operation-related businesses: (1) as the official authorized partner of AllValue Cross-border (Youzan International) in Malaysia, we provide small and medium-sized merchants with services including e-commerce SaaS systems, content-driven e-commerce, Xiaohongshu store setup, brand building and AI-powered operation tools; (2) leveraging the local operation team in Malaysia, we offer cross-border e-commerce operation services to Chinese brands served by the Company, helping them to achieve promotion and sales in Malaysia.

We are confident that with the adjustment of the operating structure, the optimization of the operating team and the expansion of new markets in Malaysia will drive renewed growth in the e-commerce operation business.

33


Industry Outlook of Sale and Provision of Integrated Services of Networking, Sound and Communication Systems Solutions in Singapore and Malaysia

During the Year, we continue to pursue organic growth strategy NCS Segment in Singapore, Malaysia and Vietnam, but faced macroeconomic headwinds stemming not only from weakened near-term outlook attributed to trade tensions slowing growth forecasts but also from inflation on purchases originating from countries affected by the global trade tariff. Although the Group experienced some profit erosion through higher costs of logistics and purchases, we continue to grow our revenues through developing value-added integration engineering solutions for interoperable NCS within our strong business network in the healthcare sector in Singapore and Malaysia.

In our established market in Singapore, we achieve constant growth through (i) providing quality post-installation maintenance and (ii) development and expansion of new integrations and product offerings. As a developed country with an aging population, Singapore continues to face the challenges of higher impact of chronic disease and of increasing medical infrastructure utility rates. Being one of the countries which spends most annually in healthcare on a per capita basis amongst member countries in the Association of South East Asian Nation (“ASEAN”), Singapore’s Ministry of Health expects Singapore’s national health expenditure to increase to RMB168.8 billion in 2030. Therefore, we continue to monitor the public and private healthcare infrastructure plans in existing markets and participate in requests for proposal in both private and public tenders. We continue to look for opportunities to work together with potential and existing customers to expand our sales pipeline through expanding our product offerings to include cloud-based network solutions to enhance both wired and wireless communication systems within healthcare institutions.

In potential growth markets such as Malaysia and Vietnam, we expect the rapid growth to require significant investments from both the public and private sectors to continue to upgrade their existing facilities, improve operational efficiency, and provide better services by equipping their facilities with advanced medical devices. The Malaysian healthcare sector is at a precipice for growth in the coming years, due to higher government healthcare budget allocation of RMB70.5 billion and rising demand for private healthcare from domestic sources and medical tourists. Healthcare expenditure within Malaysia is anticipated to grow at a compound annual growth rate (“CAGR”) of 8.7% during the forecast period of 2023 to 2028. We continue to work closely with our strategic business partners in both Malaysia and Vietnam to expand our outreach and provide our customised NCS solutions to our clients.

We expect to retain our competitive edge in the Singapore market in the public and private healthcare sectors through research and development in NCS integrations and engineering, and continue to grow our presence through business partnering and marketing activities in other high growth markets such as Malaysia and Vietnam private healthcare sectors.

In the face of general challenges such as geopolitical uncertainty and higher inflation, we believe that with our healthy level of project and maintenance pipeline, we are poised to continue to create and share value amongst the stakeholders in our industry chain through developing mutually beneficial relationships. We stand ready and are committed to serving our clients in the education, private healthcare and public housing sectors. Through iterative and constructive feedback from our stakeholders, we continue to create value for our clients through constant innovation and integration with existing or new systems to formulate the relevant solution to address the end-users’ needs.

34


Outlook of Sale and Provision of Integrated Services of Networking, Sound and Communication Systems in the PRC

The Chinese government sets “Accelerating Digitalization and Building Digital China” as a standalone chapter in the 14th five-year plan, proposing to “transform the pattern of production, lifestyle, and governance models through digital transformation”. Digital economy and digital transformation will become important strategies and development drivers for China in the coming years.

In February 2023, the Chinese government promulgated the “Plan for the Overall Layout of Building a Digital China”, which pointed out that building a digital China is an important engine for promoting Chinese-style modernization in the digital era. The plan stipulates that the construction of digital China will be carried out in accordance with the “2522” overall framework. The promulgation of this plan by the Chinese government will surely lead to the development of China’s digital economy.

It is anticipated that the Chinese government will speed up the construction of digital infrastructure represented by data centers and intelligent computing centers. According to China’s Digital Transformation Market Forecast, 2021-2026: Practicing a Digital Priority Strategy through Application Scenarios, a study report published by IDC in June 2022, it is forecasted that the Chinese government’s total investment in digital economy during the 14th Five-Year Plan period will reach RMB15-20 trillion, with the government and large and medium state-owned enterprises accounting for 70% of digital transformation spending.

We continue to focus on serving state-owned and large and medium-sized enterprises and tap into the market potential of these industries.

As the Company’s key focus industry, the railway industry secured a number of projects during the reporting period, such as the “Xiaoliu Railway” project, the “East Coast Rail Link (ECRL) in Malaysia” project, the “Jakarta-Bandung High-Speed Railway” project, and the “Sichuan-Tibet Railway” project. We have also signed several projects with the China Academy of Railway Sciences and local railway bureaus.

In addition, we have expanded new clients beyond the railway industry, such as Sinopharm Group and Chongqing Rural Commercial Bank.

We will continue to adhere to our current strategy on this business, and continue to serve state-owned enterprises and large and medium-sized corporate clients, continuously improving service quality and operational efficiency to ensure the sustainable growth of this business segment.

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BUSINESS REVIEW

Our principal businesses are:

(i) Sale and provision of integrated services of networking, sound and communication systems, which includes (1) the sale of networking, sound and communication systems; and (2) provision of integrated services of networking, sound and communication systems, includes installation and customisation of networking, sound and communication systems and technical support services to customers in Singapore, Malaysia and the PRC; and

(ii) provision of e-commerce operation services (including digital marketing services, online agency operation services, online retailing and distribution services) in the Malaysia and the PRC.

For the year ended 30 June 2025 (“Year”), the Group recorded revenue of approximately RMB231.7 million representing an approximately RMB13.1 million increase in revenue from approximately RMB218.6 million for year ended 30 June 2024. The increase was mainly due to the contribution from sale and provision of integrated services of networking, sound and communication systems in Singapore and PRC. The Group recorded a total comprehensive loss attributable to the owners of the Company of approximately RMB10.8 million, representing an decrease of RMB14.3 million compared with total comprehensive loss attributable to owners of the Company of approximately RMB25.1 million for the year ended 30 June 2024. The following table sets forth the breakdown of our revenue by segment for the years indicated:

For year ended 30 June
2025 2024
RMB’000 RMB’000
Revenue from:
Sale and provision of integrated services of networking, sound and communication systems 78,101 66,375
E-commerce operation 153,645 152,236
231,746 218,611

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Sale and provision of integrated services of networking, sound and communication systems (the "NSC Segment")

Our revenue generated from the NSC segment was approximately RMB78.1 million and RMB66.4 million for the years ended 30 June 2025 and 2024, respectively, which represents approximately 33.7% and 30.4% of our total revenue for the same period, respectively.

Revenue from the NSC segment increased by approximately 17.7% as certain contracts with high value contract sums were completed in the prior financial year. For the years ended 30 June 2025 and 2024, the number of contracts completed decreased to 98 from 89; and there were tenders of 103 projects in railway, financial and other industries in the PRC successfully bidded, serving customers such as Beijing Jingwei Information (北京經緯信息), SSBT (北京聖世博泰科技), China Harbour Engineering (中國港灣工程), Railway Engineering Research Institute of CARS, in the railway industry, in the PRC.

The Group endeavours to continue developing value-added and long-term relationship with customers in the long run with contracts for the provision of maintenance and related services for networking, sound and communication systems.

E-commerce operation (the "EC Segment")

For the years ended 30 June 2025 and 2024, our revenue from the EC Segment was RMB153.6 million and RMB152.2 million, respectively, representing 66.3% and 69.6% of our total revenue for the same period, respectively.

The reasons for the increase in revenues from the EC Segment by approximately 0.9% are as follows:

(1) The continuous enhancement and expansion of our service brands with introduction of multiple well-known domestic brands with market influence, thereby significantly increasing the sales scale of our e-commerce operation business.

(2) The continuous enhancement and expansion of our brand operation team and the accumulation of operation experience also bolstered an upsurge in online sales of our service brands.

Brand e-commerce operation service is a service industry that grows with the development of e-commerce. It grows continuously with the expansion and deeper penetration of the e-commerce industry. Brand operation service providers, as a link between brand owners, e-commerce platforms and consumers, create value for all parties in the industry chain and have established a beneficial ecosystem with e-commerce platforms and brand owners.


Considering the market size and development potential of the industry, the management of the Company marked this business as a key area of investment for the Company. The Company has formed a front-office business system comprising digital marketing services, online agency operation services, online retailing (2C) and distribution (2B) services, as well as a back-office support service system comprising the supply chain, customer service and warehousing services.

Digital marketing services include the provision of brand building, online marketing, reputation management, public opinion management and event planning services for brand owners.

Online agency operation services include the provision by the Company of various operating services for the sales of online stores opened by brand owners, including visual design, store operations, marketing campaigns and customer service.

Online retailing and distribution services include the online sales of products purchased by the Company from brand owners or their agents to consumers (2C) or other distribution channels (2B) through brand flagship stores or franchise stores operated on third-party platforms such as Tmall and JD.com as an authorised distributor for the brand owners.

FINANCIAL REVIEW

Revenue

Our revenue increased by approximately RMB13.1 million or 6.0% to approximately RMB231.7 million for the Year, from approximately RMB218.6 million for the year ended 30 June 2024. This was principally due to the increased revenue contribution from NSC Segment in the PRC and Singapore during the Year, contributing to approximately RMB6.0 million and RMB5.7 million, respectively. The increase was due to achieving more percentage of completion of certain high value contracts in the PRC, and delivering more products in NSC Segment in Singapore.

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Costs of sales/services

Our costs of sales/services increased by approximately RMB20.7 million or 14.4% to approximately RMB164.3 million for the Year from approximately RMB143.6 million for the year ended 30 June 2024. The increase in costs was mainly due to passthrough electronics and software cost inflation from our suppliers in the NSC and EC Segments in the PRC, causing an approximately RMB11.4 million and RMB6.6 million increase in cost of sales/services provided during the Year.

Gross profit

Our gross profit decreased by approximately RMB7.5 million or 10.1% to approximately RMB67.5 million for the Year from approximately RMB75.0 million for the year ended 30 June 2024 due to gross profit contributions from our NSC Segment in the PRC. The Group's gross profit margin decreased to 29.1% for the Year, from approximately 34.3% for the year ended 30 June 2024. The decrease in gross profit margin was due to the higher products and service costs with vendors in our NSC Segment during the Year.

Other income

Our other income increased by approximately RMB159 thousand or 90.3% to approximately RMB335 thousand for the Year from approximately RMB176 thousand for the year ended 30 June 2024. The increase was mainly attributed to the increase of approximately RMB209 thousand in the interest income, but was slightly offset by a decrease of approximately RMB62 thousand in government grants.

Other gains/(losses), net

Other losses decreased by approximately RMB39 thousand from other losses of approximately RMB39 thousand for the year ended 30 June 2024. The decrease of other loss for the Year was mainly attributable to the absence of the one-off impacts from the loss on early termination and modification of leases for the year ended 30 June 2024.


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Selling and administrative expenses

The selling and administrative expenses decreased by approximately RMB14.7 million or 24.1% from approximately RMB60.9 million for the year ended 30 June 2024 to approximately RMB46.2 million for the Year. The significant decrease was mainly due to the decrease of approximately RMB13.2 million in administrative costs related to the reduction of service fees, marketing and promotion expenses and transportation fees the operations of the Group’s EC Segment in the PRC.

Selling and administrative staff costs

Payroll expenses decreased by approximately RMB0.3 million or 0.9%, from approximately RMB34.6 million for the year ended 30 June 2024, to approximately RMB34.3 million for the Year. The decrease was mainly attributed to the decrease of payroll expenses related to operation in the Group’s EC Segment in the PRC contributing an increase of approximately RMB1.0 million. The decrease in payroll expenses are slightly offset by increase in headcount to 145 for the Year from 137 for the year ended 30 June 2024, resulting in an increase in staff costs of approximately RMB0.7 million.

Finance costs

Our finance costs increased to approximately RMB4.3 million for the Year, by approximately RMB0.1 million or 2.2%, from approximately RMB4.2 million for the year ended 30 June 2024. The was mainly due to an increase in the interest accrued from short-term interest-bearing loans from bank and other institutions in the Group’s EC Segment during the Year.

Income tax expense

Our income tax expense decreased to approximately RMB0.3 million for the Year, by approximately RMB0.7 million or 70% from approximately RMB1.0 million for the year ended 30 June 2024. The decrease was primarily due to a decrease in taxable profits in the Group’s NSC Segment in Singapore for the Year.

Loss and other comprehensive loss for the Year attributable to the owners of the Company

The Group recorded total comprehensive loss for the Year attributable to the owners of the Company of approximately RMB10.8 million for the Year. Compared to the total comprehensive loss of approximately RMB25.1 million for the year ended 30 June 2024, the decrease was principally caused by decreasing selling and administrative expenses for EC Segment in the PRC during the Year.


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DIVIDEND

The Board does not recommend the payment of final dividend for the Year (2024: Nil).

LIQUIDITY AND FINANCIAL RESOURCES

The Group financed our operations primarily through cash generated from our operating activities and financing activities.

Cash and cash equivalents

As at 30 June 2025 and 2024, our Group's bank balances and cash are denominated in the following currencies:

For year ended 30 June
2025 2024
RMB'000 RMB'000
Denominated in:
CNY 7,010 3,231
HKD 469 512
MYR 2,501 1,364
SGD 41,251 37,296
USD 4,724 1,650
VND 22 -
55,977 44,053

Net current assets

As at 30 June 2025, the Group had net current assets of approximately RMB51.7 million (2024: approximately RMB70.6 million).

Total equity

The equity of the Group mainly comprises share capital, share premium and reserves. The Group's total equity attributable to the owners of the Company amounted to approximately RMB72.4 million (2024: approximately RMB86.8 million).


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Borrowings

Our borrowings decreased by approximately RMB36.9 million or 47.1% to approximately RMB41.3 million as at 30 June 2025 from approximately RMB78.2 million as at 30 June 2024. The decrease was primarily due to the reduction of drawdown of unsecured bank borrowings in the PRC during the Year.

CAPITAL STRUCTURE

On 31 October 2023, the Company completed the placing of 142,628,000 new shares under General Mandate (the "Placing") representing approximately 13.63% of the issued share capital of the Company as at 30 June 2024. The gross and net proceeds (after deducting the placing commission and other related expenses) from the Placing amounted to HK$28,811,000 (equivalent to approximately RMB26,875,000) and approximately HK$28,221,000 (equivalent to approximately RMB26,669,000), respectively. The Company intends to apply 30% of the net proceeds to expand its suite of integrated services and systems; 20% of the net proceeds to develop new markets in Asia; 30% of the net proceeds to repay certain outstanding indebtedness of the Group; and 20% of the net proceeds to general working capital of the Group.

Details of the Placing are set out in the announcements of the Company dated 6 October 2023, 23 October 2023 and 31 October 2023.

Other than as disclosed above, there has been no further change in the capital structure of the Group during the Year and up to the date of this announcement.

As at the date of this announcement, the Company's issued capital was 1,046,628,000 Shares of HK$0.01 each.

TREASURY POLICY

The Group has adopted a conservative approach towards its treasury policies and thus maintained a healthy liquidity position throughout the Year. The Group strives to reduce exposure to credit risk by performing ongoing credit assessments and evaluations of the financial status of its customers. To manage liquidity risk, the Board closely monitors the Group's liquidity position to ensure that the liquidity structure of the Group's assets, liabilities and other commitments can meet its funding requirements from time to time.


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CAPITAL EXPENDITURES AND COMMITMENTS

During the Year, the Group acquired items of property, plant and equipment of approximately RMB2.6 million (2024: approximately RMB0.2 million).

As at 30 June 2025, the Group did not have any capital commitments (30 June 2024: nil).

LEASE COMMITMENTS

Our lease commitments represent the minimum lease payments for short-term leases which would be payable under operating lease in respect of staff dormitories and warehouse, amounting to approximately RMB0.3 million (2024: approximately RMB0.2 million).

CONTINGENT LIABILITIES

As at 30 June 2025, the Group did not have any contingent liabilities (30 June 2024: nil).

OFF BALANCE SHEET ARRANGEMENTS

As at 30 June 2025, the Group did not enter into any material off-balance sheet arrangements (30 June 2024: Nil).

PLEDGED ASSETS

As at 30 June 2025, the leasehold land and property with carrying amount of approximately RMB22.6 million (2024: approximately RMB22.0 million) was pledged to a bank for a bank borrowing.

EMPLOYEES AND REMUNERATION POLICY

As at 30 June 2025, including our Directors, the Group had a total of 145 employees (30 June 2024: 137).


The Group recognises employees as valuable assets and our success is underpinned by our people. In line with our human resource policies, we are committed to providing attractive remuneration packages, and a fair and harmonious working environment to safeguard the legitimate rights and interests of our employees. The Group regularly reviews our human resource policies which outline the Group's compensation, working hours, rest periods and other benefits and welfare, to ensure compliance with laws and regulations. We always place emphasis on attracting qualified applicants by offering competitive remuneration packages. These packages are reviewed based on employees' performance and reference to prevailing market conditions, and are adjusted in a timely manner to keep them in line with market benchmarking.

The Group operates the retirement schemes for employees in Singapore outlined in the Central Provident Fund Act (Chapter 36 of Singapore), in Malaysia outlined in the Employee's Provident Fund Act 1991 and Employment Insurance System Act 2018 Laws of Malaysia, in Hong Kong outlined in the Mandatory Provident Fund Schemes Ordinance (Cap. 485), and in the PRC in accordance to Labour Law and Labour Contract Law of the PRC.

In addition, the Company has conditionally adopted a share option scheme (the "Share Option Scheme") on 14 December 2017 and a share award scheme (the "Share Award Scheme") on 18 February 2021 so as to motivate, attract and retain the right employees. On 16 May 2024, the Board has resolved to terminate the Share Award Scheme with immediate effect. Please refer to the sub-section below headed "Share Award Scheme" and the announcement of the Company dated 16 May 2024 for details.

SIGNIFICANT INVESTMENT, MATERIAL ACQUISITIONS OR DISPOSAL OF SUBSIDIARIES AND AFFILIATED COMPANIES

The Group did not have any significant investments or any material acquisition and disposal of subsidiary or affiliated company during the Year (30 June 2024: Nil).

CAPITAL RISK MANAGEMENT AND FINANCIAL RISK MANAGEMENT

Capital management

Our Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance.

The capital structure of the Group consists of debt, which includes borrowings, net of bank balances and cash and equity attributable to owners of the Group, comprising share capital and other reserves.

The management of the Group reviews the capital structure from time to time. As a part of this review, the management considers the cost of capital and the risks associated with each class of capital. Based on recommendations of the management, the Group will balance its overall capital structure through the payment of dividends, the issue of new shares and new debts.

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Financial risk management

Our Group’s major financial instruments include trade and other receivables, bank balances and cash, trade and other payables, and borrowings. The risks associated with these financial instruments include market risk (interest rate risk and currency risk), credit risk and liquidity risk.

KEY FINANCIAL RATIOS

For year ended 30 June
2025 2024
Times Times
Liquidity ratios
Current ratio 1.9 1.8
Quick ratio 1.5 1.1
% %
Capital adequacy ratios
Gearing ratio 66.3% 100.4%

The calculation of current ratio is based on current assets divided by current liabilities.

The calculation of quick ratio is based on current assets less inventories divided by current liabilities.

The calculation of gearing ratio is based on interest-bearing liabilities divided by the total equity and multiplied by 100%.

Quick and current ratios

The quick ratio increased by 36.7% and current ratio increased by 6.1%, respectively during the Year. The quick ratio increased primarily due to (i) reduced drawdown of unsecured borrowings and receivable transfer arrangements and (ii) improved and faster inventory turnover during the Year in the EC Segment in the PRC. The current ratio increased slightly due to better strategic management of inventory and working capital flow in the NSC Segment in the PRC.

Gearing ratio

The decrease of gearing ratio is due to scheduled partial redemption and regular amortisation of unsecured bank borrowings in the EC Segment in the PRC during the Year.


USE OF PROCEEDS FROM LISTING AND COMPARISON OF BUSINESS OBJECTIVES WITH ACTUAL BUSINESS PROGRESS

The net proceeds raised from the listing of the shares of the Company (the "Shares") on GEM, after deducting the related expenses, were approximately HK$44.0 million. Up to 30 June 2025, the net proceeds raised from the Listing have been utilised in accordance with the designated uses set out in the prospectus issued by the Company on 29 December 2017 (the "Prospectus"), the supplemental announcement issued on 31 July 2020 (the "Supplemental Announcement") and announcement in relation to further change in use of net proceeds issued on 6 September 2023 (the "Further change in use of net proceeds") as follows:

Description Amount designated in the Prospectus HK$ million Net movement designated in the announcement dated on 6 September 2023 HK$ million (Note) Revised allocation of the total net proceeds as at 30 June 2025 HK$ million Actual use of proceeds as at 30 June 2025 HK$ million Unutilised amount as at 30 June 2025 HK$ million % utilised as at 30 June 2025 % Expected date to fully utilise the unutilised amount
Strengthen our marketing efforts in the sound and communication industry in Singapore 1.4 1.5 2.9 1.6 1.3 55.2% 30 June 2026
Expand and train our sales and marketing, technical and support workforce 11.6 9.0 20.6 18.3 2.3 88.8% 30 June 2026
Purchase transportation vehicles 3.0 Nil 3.0 1.0 2.0 33.3% 30 June 2026
Setting up of a new sales office in Singapore 10.0 (8.0) 2.0 1.0 1.0 50.0% 30 June 2026
Partial repayment of bank loan 10.0 Nil 10.0 10.0 Nil 100.0% N/A
Resources for the provision of performance bonds 2.0 Nil 2.0 2.0 Nil 100.0% N/A
Take steps to obtain higher grade level under our current mechanical and electrical workhead 2.5 (2.5) Nil Nil Nil 0.0% N/A
General working capital and general corporate purposes 3.5 Nil 3.5 3.5 Nil 100.0% N/A
Grand total 44.0 Nil 44.0 37.4 6.6 85.0%

Note: Net movement amount is calculated as the revised use of remaining balance of the unutilised net proceeds minus the unutilised amount of net proceeds as stated in the announcement dated 6 September 2023.

The unutilised balance of net proceeds of each designated uses set out above is expected to be fully utilised by 30 June 2026. Please refer to the announcements of the Company dated 31 July 2020 and 6 September 2023 for the details of the delay in the use of the net proceeds and change in the use of proceeds, respectively.


The expected timeline for fully utilise the unutilised proceeds disclosed above is based on the best estimation from the Board with latest information as at the date of this announcement. The Board confirms that the Group continues to be invited for tender and be awarded projects from its customers during the relevant periods and therefore considers that the delay in use of proceeds and business expansion does not have any material adverse impacts on the operation of the Group. The Board will continue closely monitoring the situation and evaluate the impacts on the timeline to utilise the unutilised proceeds and will keep shareholders and potential investors informed if there are any material changes.

The following table sets forth the designated and actual implementation plan up to 30 June 2025:

Purpose Implementation Plan Actual implementation activities
Strengthen our marketing efforts in the sound and communication industry in Singapore • Implement corporate branding and identity for our sound and communication services solution operations in Singapore which includes printing of marketing materials and advertisement
• Maintain and update our corporate websites by the external consultant for customised website development
• Participate in trade show(s) • Maintained and improved our corporate websites, by using in-house resources to develop and maintain the Group’s website instead of engaging external website designers
• Sought more opportunities to conduct new trade shows to further reach out to potential customers in healthcare industry in Singapore

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Purpose Implementation Plan Actual implementation activities
Expand and train our sales and marketing, technical and support workforce Staff cost for retaining the approximately one project manager, two engineers and 10 technicians to be recruited by February 2018, and the associated staff accommodation costs New headcount of 8 engineers and 25 technicians were recruited as at 30 June 2025
Staff cost for retaining the approximately one sales manager, two sales and marketing executives and 10 technicians to be recruited by July 2018, and taking into account potential increase in wage level, and the associated staff accommodationcosts New headcount of 2 sales and marketing executives, 1 marketing manager and 1 sales manager were recruited as at 30 June 2025
To provide internal and external trainings and workshops to our sales and technical staff Provided internal and external trainings and workshops to our technical staff
In the process to seek suitable candidates to the remaining positions
Purchase transportation vehicles Purchase of three vans for maintenance operations and, transportation of relevant equipment and/or labour Purchased of two vans for maintenance operations and, transportation of relevant equipment and/or labour
Purchase of two lorries for delivery and transportation of larger equipment and/or labour Considered and monitored Group’s current project portfolio but postponed the purchase of two lorries due to current different project requirements

Purpose Implementation Plan Actual implementation activities
Setting up a new sales office in Singapore Purchase of one new property to be used by our sales and contract department and act as a demonstration facility for our sound and communication systems Considered and monitored the Group’s project tenders and plan was postponed due to current observed industry customers’ requirements and the property prices in Singapore were surged up higher than expected which the Group requires additional time to identify the suitable premises in order to meet the Group’s financial budget
The Group revised the use of net proceeds for renovation of new sales office space
Partial repayment of bank loan Partial repayment for the bank loan in relation to the mortgage loan secured for the purchase of our head office in Singapore The mortgage loan was partially repaid on 11 July 2018
Expansion of our sound and communication services solution business To explore, evaluate and tender for potential integrated services of sound and communication systems projects in Singapore, particularly larger scale projects which may be required for the provision of performance bonds Postponed due to performance bond not required in recent awarded tenders to the Group
In the process of exploring large scale potential projects which requires the provision of performance bonds
Take steps to obtain higher grade level under our current mechanical and electrical workhead Satisfy the minimum financial requirements for “L6” grade under our current mechanical and electrical workhead Considered and monitored the Group’s project portfolio and considered adverse impacts on Singapore economy, the unutilised amount were reallocated to other categories

Use of proceeds from the placing of new shares of the Company and comparison of business objectives with actual business progress

The net proceeds raised from the placing of new shares under General Mandate first announced on 6 October 2023 and completed on 31 October 2023 (the “Placing”) amounted to approximately HK$28.2 million.

HK$ million Approximate percentage of allocation
(i) Expand its suite of integrated service and systems 8.5 30.0%
(ii) Develop new markets in Asia 5.6 20.0%
(iii) Repay certain outstanding indebtedness of the Group 8.5 30.0%
(iv) General working capital of the Group 5.6 20.0%
Total 28.2 100.0%
Actual use of proceeds as at 30/06/2025 % utilised as at 30 June 2025 Expected timeline to fully utilise the unutilised amount (Note)
(i) Expand its suite of integrated service and systems 8.5 100.0%
(ii) Develop new markets in Asia 2.8 50.0%
(iii) Repay certain outstanding indebtedness of the Group 8.5 100.0%
(iv) General working capital of the Group 5.6 100.0%
Total 25.4 90.1%

Note: The expected timeline for fully utilising the unutilised proceeds of the Placing is determined based on the Group’s best estimate of future market conditions, and is subject to change depending on future developments.

The unutilised balance of net proceeds of developing new markets in Asia set out above is expected to be fully utilised by 30 June 2026. The management of the Company is continuously exploring new business opportunities in Asia market.

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EVENTS AFTER THE REPORTING PERIOD

The Group had no significant events from the end of the reporting period to the date of this announcement.

DISCLOSURE OF INTERESTS

INTERESTS AND SHORT POSITIONS OF THE DIRECTORS AND CHIEF EXECUTIVE OF THE COMPANY IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY ASSOCIATED CORPORATION

As at 30 June 2025, the interests and short positions of the Directors or chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO")) which were notified to the Company and the Stock Exchange under Divisions 7 and 8 of Part XV of the SFO or were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors, were as follows:

I. Long position in the ordinary shares of the Company

Name of Directors Capacity/Nature of interest Number of shares held/ interested Approximate percentage of shareholding in the Company
Mr. Cao Chunmeng
("Mr. Cao") Beneficial owner 117,764,000 11.25%
Mr. Yuan Shuangshun
(Note) Beneficial owner/Interest of spouse 5,086,000 0.49%
Mr. Han Bing Beneficial owner 1,000,000 0.10%
Mr. Qiu Yingming Beneficial owner 46,044,000 4.40%

Note: Ms. Zeng Xiu Hua, the spouse of Mr. Yuan Shuangshun, holds 1,420,000 ordinary shares of the Company. By virtue of the SFO, Mr. Yuan Shuangshun is deemed to be interested in the 1,420,000 ordinary shares.


II. Long position in underlying shares or equity derivatives of the Company

Name Capacity/Nature of interest Share options Approximate percentage of shareholding in the Company Approximate percentage of shareholding in the Company assuming all the share options granted under Share Option Scheme were exercised
Mr. Yuan Shuangshun Beneficial owner 8,000,000 0.76% 0.73%
Mr. Han Bing Beneficial owner 8,000,000 0.76% 0.73%
Mr. Yan Xiaotian Beneficial owner 800,000 0.08% 0.07%
Mr. Tang Chi Wai Beneficial owner 800,000 0.08% 0.07%

Save as disclosed above, as at 30 June 2025, none of the Directors had any interests or short positions in the Shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange under the CG Code.

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SUBSTANTIAL SHAREHOLDERS' AND OTHER PERSONS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES AND DEBENTURES OF THE COMPANY

As at 30 June 2025, so far as is known to the Directors, the following persons (not being a Director or chief executive of the Company) had or were deemed or taken to have interests and short positions in shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or which were recorded in the register required to be kept by the Company under Section 336 of the SFO was as follows:

Name Capacity/Nature of interest Number of Shares held/ interested in Percentage of shareholding
Lux Aeterna Global Fund SPC Beneficial owner 65,300,000 6.24%

Save as disclosed above, as at 30 June 2025, so far as is known to the Directors or chief executive of the Company, no other persons, other than the Directors and chief executive of the Company whose interests are set out in the section “INTERESTS AND SHORT POSITIONS OF THE DIRECTORS AND CHIEF EXECUTIVE OF THE COMPANY IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY ASSOCIATED CORPORATION” above, had any interest or a short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO.

CODE OF CONDUCT FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the required standard of dealing, as set out in Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for securities transactions by the Directors in respect of the Shares. Having made specific enquiry of all Directors, all Directors have confirmed that they have complied with the required standard of dealing and the code of conduct for securities transactions by the Directors during the Year.

NO CHANGE IN INFORMATION OF DIRECTORS

There was no change in the information of Directors required to be disclosed pursuant to rule 17.50A(1) of the GEM Listing Rules.


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SUFFICIENCY OF PUBLIC FLOAT

During the Year, based on the information that is publicly available to the Company and within the best knowledge of the Directors, Directors confirmed that the Company has maintained a sufficient amount of public float for its Shares as required under the GEM Listing Rules.

COMPETITION AND CONFLICT OF INTERESTS

The Directors are not aware of any business or interest of the Directors, the controlling shareholders of the Company or any of their respective close associates (as defined in the GEM Listing Rules) has engaged in any business or interest that competes or may compete, either directly or indirectly, with the businesses of the Group, or has any other conflict of interests with the Group as required to be disclosed pursuant to rule 11.04 of the GEM Listing Rules during the Year and up to date of this announcement.

PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANY

The Board confirms that during the Year, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any listed securities (including sale of treasury shares (within the meaning of the GEM Listing Rules)) of the Company.

SHARE OPTION SCHEME

The Company adopted a share option scheme (the "Share Option Scheme") on 14 December 2017.

The following table sets out the change of number of share options outstanding under the Share Option Scheme:


As at 30 June 2025, options to subscribe for an aggregate of 53,100,000 shares of the Company granted to Directors, certain employees and external consultant pursuant to the Share Option Scheme remained outstanding, details of which were as follows:

Name and category of participants Date of grant Exercise price per option Exercise period Closing price of the Company's shares immediately before the grant date Vesting period At 1 July 2024 Granted during the year Lapsed/ forfeited during the year At 30 June 2025
Directors
Mr. Yuan Shuangshun 31.12.2021 HK$0.5 31.12.2021 to 30.12.2026 HK$0.2 N/A 2,400,000 - - 2,400,000
31.12.2021 HK$0.5 31.12.2022 to 30.12.2026 HK$0.2 1st anniversary of the date of grant 2,400,000 - - 2,400,000
31.12.2021 HK$0.5 31.12.2023 to 30.12.2026 HK$0.2 2nd anniversary of the date of grant 3,200,000 - - 3,200,000
Sub-total 8,000,000 - - 8,000,000
Mr. Han Bing 31.12.2021 HK$0.5 31.12.2021 to 30.12.2026 HK$0.2 N/A 2,400,000 - - 2,400,000
31.12.2021 HK$0.5 31.12.2022 to 30.12.2026 HK$0.2 1st anniversary of the date of grant 2,400,000 - - 2,400,000
31.12.2021 HK$0.5 31.12.2023 to 30.12.2026 HK$0.2 2nd anniversary of the date of grant 3,200,000 - - 3,200,000
Sub-total 8,000,000 - - 8,000,000
Mr. Yan Xiaotian 31.12.2021 HK$0.5 31.12.2021 to 30.12.2026 HK$0.2 N/A 240,000 - - 240,000
31.12.2021 HK$0.5 31.12.2022 to 30.12.2026 HK$0.2 1st anniversary of the date of grant 240,000 - - 240,000
31.12.2021 HK$0.5 31.12.2023 to 30.12.2026 HK$0.2 2nd anniversary of the date of grant 320,000 - - 320,000
Sub-total 800,000 - - 800,000
Mr. Tang Chi Wai 31.12.2021 HK$0.5 31.12.2021 to 30.12.2026 HK$0.2 N/A 240,000 - - 240,000
31.12.2021 HK$0.5 31.12.2022 to 30.12.2026 HK$0.2 1st anniversary of the date of grant 240,000 - - 240,000
31.12.2021 HK$0.5 31.12.2023 to 30.12.2026 HK$0.2 2nd anniversary of the date of grant 320,000 - - 320,000
Sub-total 800,000 - - 800,000
Employees - In aggregate 31.12.2021 HK$0.5 31.12.2021 to 30.12.2026 HK$0.2 N/A 10,710,000 - (60,000) 10,650,000
31.12.2021 HK$0.5 31.12.2022 to 30.12.2026 HK$0.2 1st anniversary of the date of grant 10,710,000 - (60,000) 10,650,000
31.12.2021 HK$0.5 31.12.2023 to 30.12.2026 HK$0.2 2nd anniversary of the date of grant 14,280,000 - (80,000) 14,200,000
Sub-total 35,700,000 - (200,000) 35,500,000

Name and category of participants Date of grant Exercise price per option Exercise period Closing price of the Company's shares immediately before the grant date Vesting period At 1 July 2024 Granted during the year Lapsed/ forfeited during the year At 30 June 2025
External consultant (Note) Mr. Liuqingwang 31.12.2021 HK$0.5 31.12.2021 to 30.12.2026 HK$0.2 N/A 300,000 - (300,000) -
31.12.2021 HK$0.5 31.12.2022 to 30.12.2026 HK$0.2 1st anniversary of the date of grant 300,000 - (300,000) -
31.12.2021 HK$0.5 31.12.2023 to 30.12.2026 HK$0.2 2nd anniversary of the date of grant 400,000 - (400,000) -
Sub-total 1,000,000 - (1,000,000) -
Total 57,500,000 - (1,200,000) 53,100,000

Note:

For further details of the grant of share options to Mr. Liuqingwang, external consultant of the Company, please refer to the Company's announcement dated 14 December 2022.

During the Year and up to the date of this announcement, no share option has been granted or issued.

As at 30 June 2025, there was 53,100,000 share options outstanding.

During the Year, there were 1,200,000 share options lapsed or forfeited due to the resignation of employees.

No share options were granted, exercised or cancelled under the Share Option Scheme during the Year.

The number of shares that may be issued in respect of options and awards granted under all schemes of the Company during the Year divided by the weighted average number of issued shares of the Company for the Year is $0\%$ , as no option or award was granted under all schemes of the Company during the Year.


SHARE AWARD SCHEME

On 18 February 2021, the Company adopted the Share Award Scheme to recognise the contributions by certain eligible persons and to provide them with incentives in order to retain them for the continual operation and development of the Group, and to attract suitable personnel for further development of the Group. The details are set out in the announcements of the Company dated 18 February 2021 and 9 March 2021. According to the Share Award Scheme, the award shares will be satisfied by way of (i) allotment and issue of new Shares to the trustee at the subscription price under general mandate or specific mandate (as the case may be); or (ii) acquisition of existing Shares through on-market transactions by the trustee and will be held on trust until they are vested. The maximum number of all award shares granted under the Share Award Scheme shall not exceed 1% of the total issued share capital of the Company from time to time.

The Company granted an aggregate of 24,000,000 Awarded Shares to 16 selected participants (“Selected Participants”) pursuant to the terms of the Share Award Scheme at Nil consideration. The Awarded Shares represented approximately 2.65% of the enlarged issued share capital of the Company as at the date of completion of the issuance of Awarded Shares. On the issuance date, the trustee held such Awarded Shares on trust for the 16 selected participants and would transfer the respective proportions to each of them at nil consideration upon vesting and settlement of their respective Awarded Shares. Accordingly, no fund was raised from the allotment and issue of the Awarded Shares. The details are set out in the announcement of the Company dated 29 March 2023.

The purpose of the Share Award Scheme is to recognise the contributions by Selected Participants and to provide them with incentives in order to retain them for the continual operation and development of the Group, and to attract suitable personnel for further development of the Group.

The administrative procedures in connection with the transfer of the Award Shares from the Trustee to the respective grantees (the “Grantees”) had been completed on 16 May 2024. After completion of the transfer of the Award Shares to the Grantees, the Board has resolved to terminate the Share Award Scheme with effect from 16 May 2024 in order to reduce administrative cost. The details are set out in the announcement of the Company dated 16 May 2024.

Under the Share Award Scheme, the Selected Participants are required to be continuously employed by the Group during the one-year vesting period and there is no performance target attached to the Awards granted to the Selected Participants. During the year ended 30 June 2024, 400,000 (2023: Nil) share award has been lapsed, and the remaining 23,600,000 share award has been vested.

None of the Selected Participants is a director, chief executive or substantial shareholder of Company or their respective associates or otherwise a connected person of the Company. The grant of Awarded Shares would not result in the Awarded Shares issued and to be issued to each individual Selected Participant in respect of all awards granted to such person in the 12-month period up to and including the date of grant in aggregate to exceed 1% of the shares in issue.

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PLACING

On 31 October 2023, the Company completed the placing of 142,628,000 placing shares (the “Placing”) representing approximately 13.63% of the enlarged issued share capital of the Company. The gross and net proceeds (after deducting the placing commission and other related expenses) from the Placing amounted to HK$28,811,000 (equivalent to approximately RMB26,875,000) and HK$28,221,000 (equivalent to approximately RMB26,669,000), respectively. The Company intends to apply the net proceeds from the Placing for (i) expand its suite of integrated services and systems; (ii) develop new markets in Asia; (iii) repayment of certain outstanding indebtedness of the Group; and (iv) general working capital of the Group.

Details of the Placing are set out in the announcements of the Company dated 6 October 2023, 26 October 2023 and 31 October 2023.

COMPLIANCE WITH CORPORATE GOVERNANCE CODE

The Company is committed to achieve a high standard of corporate governance practices in enhancing the confidence of shareholders, investors, employees, creditors and business partners and also the growth of its business. The Board has and will continue to review and improve the Company’s corporate governance practices from time to time in order to increase its transparency and accountability to shareholders. The Company has adopted the code provisions as set out in the Corporate Governance Code (the “CG Code”) contained in Appendix C1 of the GEM Listing Rules as its own corporate governance code since the Listing. The Company has, so far as applicable, principally complied with the CG Code throughout the Year.

AUDIT COMMITTEE

The Group established the Audit Committee on 14 December 2017 with written terms of reference in compliance with Rule 5.29 of the GEM Listing Rules and paragraph D.3.3 of the CG Code. The primary duties of our Audit Committee include, among others, (a) making recommendations to our Board on the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor; (b) reviewing our financial statements, our annual report and accounts, our half-year report, and quarterly report and significant financial reporting judgements contained therein; and (c) reviewing our financial controls, internal control and risk management systems. Our Audit Committee comprises three INEDs, namely Mr. Zheng Xiaorong, Mr. Yan Xiaotian and Mr. Tang Chi Wai. Mr. Tang Chi Wai is the chairman of our Audit Committee.

The Audit Committee has reviewed the annual results of the Group for the year ended 30 June 2025.


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SCOPE OF WORK OF AUDITOR

The figures in respect of the Group’s consolidated statement of financial position as at 30 June 2025 and consolidated statement of profit or loss and other comprehensive income and the related notes thereto for the year ended 30 June 2025 as set out in the preliminary announcement of the Group have been agreed by the Group’s auditor, Moore CPA Limited, to the amounts set out in the Group’s audited consolidated financial statements for the year. The work performed by Moore CPA Limited in this respect did not constitute an assurance engagement 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 and consequently no opinion or assurance conclusion has been expressed by Moore CPA Limited on the preliminary announcement.

PUBLICATION OF ANNUAL RESULTS ANNOUNCEMENT AND ANNUAL REPORT

The annual results announcement of the Company is published on the website of the Stock Exchange (www.hkexnews.hk) and on the website of the Company (www.ispg.hk). The annual report of the Company for the Year containing all the relevant information required by the GEM Listing Rules will be dispatched to the shareholders of the Company and published on the websites of the Stock Exchange and the Company in due course.

Unless otherwise specified in this announcement and for the purpose of illustration only, S$ is translated into HK$ at the rate of S$1 = HK$5.85 and S$ is translated into RMB at the rate of S$1 = RMB5.36. No representation is made that any amounts in S$ or RMB have been or could be converted at the above rate or at any other rates or at all.

By order of the Board

ISP Global Limited

Cao Chunmeng

Chairman and executive Director

Hong Kong, 30 September 2025

As at the date of this announcement, the executive Directors are Mr. Cao Chunmeng, Mr. Han Bing, Mr. Yuan Shuangshun, Mr. Mong Kean Yeow and Ms. Choon Shew Lang; the non-executive Director is Mr. Qiu Yingming and the independent non-executive Directors are Mr. Zheng Xiaorong, Mr. Yan Xiaotian and Mr. Tang Chi Wai.

This announcement will remain on the “Latest Listed Company Information” page of the Stock Exchange’s website at www.hkexnews.hk for at least 7 days from the date of its posting. This announcement will also be published on the Company’s website at www.ispg.hk.