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1、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 sh
2、ould 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
3、 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.Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the c
4、ontents of this report,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 report.This report,for which the directors(the“Directors”)of Ocean On
5、e Holding Ltd.(the“Company”)collectively and individually accept full responsibility,includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM(the“GEM Listing Rules”)for the purpose of giving information with regard to the Company.The Directors,having made al
6、l reasonable enquiries,confirm that to the best of their knowledge and belief the information contained in this report 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 report
7、 misleading.Corporate Information3Chairmans Statement4Biographical Details of Directors and Senior Management5Management Discussion and Analysis7Directors Report11Corporate Governance Report21Environmental,Social and Governance Report32Independent Auditors Report54Consolidated Statement of Profit or
8、 Loss and Other Comprehensive Income59Consolidated Statement of Financial Position60Consolidated Statement of Changes in Equity61Consolidated Statement of Cash Flows62Notes to the Consolidated Financial Statements63Financial Summary102CONTENTSAnnual Report 20253Corporate InformationBOARD OF DIRECTOR
9、SExecutive DirectorsMr.Chan Kin FungMs.Tse Chun Ha AmyIndependent non-executive DirectorsMr.So Yuk KiMr.Lee Kam WanDr.Leung Wai Ping NoelAUDIT COMMITTEEMr.So Yuk Ki(Chairman)Mr.Lee Kam WanDr.Leung Wai Ping NoelNOMINATION COMMITTEEMr.Chan Kin Fung(Chairman)Mr.So Yuk KiMr.Lee Kam WanREMUNERATION COMMI
10、TTEEMr.So Yuk Ki(Chairman)Ms.Tse Chun Ha AmyDr.Leung Wai Ping NoelCOMPLIANCE OFFICERMs.Tse Chun Ha AmyCOMPANY SECRETARYMr.Tsui Siu Hung RaymondAUTHORISED REPRESENTATIVESMs.Tse Chun Ha AmyMr.Tsui Siu Hung RaymondAUDITORDeloitte Touche TohmatsuCertified Public AccountantsRegistered Public Interest Ent
11、ity Auditor35/F One Pacific Place88 QueenswayHong KongREGISTERED OFFICE IN THE CAYMAN ISLANDSCricket SquareHutchins DrivePO Box 2681Grand CaymanKY1-1111Cayman IslandsHEAD OFFICE&PRINCIPAL PLACE OF BUSINESS IN HONG KONGUnit B,5/F Goodwill Industrial Building3644 Pak Tin Par StreetTsuen WanHong KongPR
12、INCIPAL SHARE REGISTRAR AND TRANSFER OFFICEConyers Trust Company(Cayman)LimitedCricket SquareHutchins DrivePO Box 2681Grand CaymanKY1-1111Cayman IslandsHONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICETricor Investor Services Limited17/F,Far East Finance Centre16 Harcourt RoadHong KongPRINCIPAL B
13、ANKERSCitibank,N.A.21/F Citi Tower,One Bay East83 Hoi Bun Road,Kwun TongKowloon,Hong KongNanyang Commercial Bank,Limited151 Des Voeux Road CentralHong KongCOMPANYS WEBSITESTOCK CODE8476Ocean One Holding Ltd.4Chairmans StatementDear Shareholders,On behalf of the board of directors and the management,
14、I am pleased to present you with the chairmans statement and the annual results of Ocean One Holding Ltd.(the Company”)and its subsidiaries(collectively the“Group”)for the year ended 31 March 2025(“FY2025”).The period under review remained to be challenging to the Group,the business environment and
15、market condition in Hong Kong especially the catering industry was adversely affected by the growing trend of Hong Kong people travelling to Shenzhen and other Greater Bay Area cities during weekends and long holidays,which resulted in the decrease in revenue recorded for the year.With regards to ou
16、r financial performance for FY2025 as compared with the year ended 31 March 2024(“FY2024”),our revenue decreased by approximately HK$62.9 million,or 13.7%from approximately HK$458.7 million to approximately HK$395.9 million,while the gross profit slightly decreased by approximately HK$0.8 million,or
17、 1.3%from approximately HK$66.6 million to approximately HK$65.7 million,with gross profit margin improved from approximately 14.5%for FY2024 to approximately 16.6%for FY2025.The Group recorded a net profit of approximately HK$41.7 million for FY2025 as compared to a net profit of approximately HK$4
18、0.8 million for FY2024.The slight increase in net profit for FY2025 was mainly attributable to the improvement in gross profit margin despite lower revenue generated.Since the successful listing on the GEM of The Stock Exchange of Hong Kong Limited(the“Stock Exchange”)on 19 October 2017(the“Listing”
19、),it enhances our profile and further strengthens the Groups reputation in the industry,which in turn fosters our business relationship with key suppliers and customers.During the year,we offered a wide range of frozen seafood products with over 100 product varieties,and we served over 370 customers
20、 which are mainly frozen seafood resellers and frozen seafood catering service providers.Furthermore,the Listing provides us the financial resources to meet and achieve our business opportunities and strategies which will further strengthen the Groups market position in the frozen seafood import and
21、 wholesale industry in Hong Kong.Looking forward to next year,we anticipate that the local catering and food service industry will continue to be under immense pressure due to the changed consumption trend of Hong Kong people,and the uncertainties of the United States trade policy especially potenti
22、al protectionist measures may have certain impact on the supply chain and international trade.The Group will continue to monitor the market closely and with robust planning,we hope it will assist our management team to react to any unprecedented changes and to continue to strive for better business
23、performance and results.Finally,I would like to express my sincerest gratitude to our shareholders,business partners,and to our valued customers for their continuous support,while also expressing my appreciation to the management team and all the staff members for their hard work and contributions t
24、hroughout the period.The management team and all staff members of the Group will continue striving for better results for the Group and maximize values for our shareholders.Chan Kin FungChairman of the Board,Chief Executive Officer and Executive DirectorHong Kong,3 June 2025Annual Report 20255Biogra
25、phical Details of Directors and Senior ManagementDIRECTORSExecutive DirectorsMr.CHAN Kin Fung(陳建峰)(formerly known as Chan Tsan Fong(陳燦芳),aged 53,is the chairman,chief executive officer and executive Director of our Group.Mr.Chan is primarily responsible for overseeing the day-to-day operations,overa
26、ll business strategy and planning of our Group.Mr.Chan is the founder of our Group.Mr.Chan is the spouse of Ms.Tse Chun Ha Amy,our executive Director.Mr.Chan has over 25 years of experience in the frozen seafood import and wholesale industry.Before founding our Group in August 2002,Mr.Chan served as
27、 the marketing director of a company principally engaged in wholesale of integrated Japanese food and responsible for product and business development and marketing.Mr.Chan obtained a Degree of Master of Social Science(Money,Banking and Finance)from the University of Birmingham in December 1995.Ms.T
28、SE Chun Ha Amy(“Mrs.Chan”)(謝春霞),aged 49,is an executive Director of our Group.Mrs.Chan is primarily responsible for product procurement and administration of our Group.Mrs.Chan is the spouse of Mr.Chan,who is the chairman,chief executive officer and executive Director of our Group.Mrs.Chan has over
29、22 years of experience in the frozen seafood import and wholesale industry.Mrs.Chan joined our Group in 2002 and was a director of Quality Products from August 2002 to July 2009.Mrs.Chan has been the head of purchasing of Quality Products,responsible for product procurement and administration.Mrs.Ch
30、an completed a Diploma Course for Advanced Putonghua Trainers in the Beijing Normal University in February 2002 and obtained a Bachelor of Education(Honours)from the Open University of Hong Kong in June 2005.Independent Non-executive DirectorsMr.SO Yuk Ki(蘇玉祺),aged 55,joined the Board as an independ
31、ent non-executive Director in September 2017,and currently is the chairman of the audit committee and remuneration committee and a member of the nomination committee of the Company.Mr.So has over 28 years of experience in finance and accounting,serving Fortune Global 500 corporations and Hong Kong l
32、isted company.Mr.So obtained a Bachelor of Science(Honours)in Computer Studies from City University of Hong Kong and a Bachelor of Laws from the Peking University.Mr.So is a certified public accountant(non-practising)of the Hong Kong Institute of Certified Public Accountants.Mr.LEE Kam Wan(李錦運),aged
33、 54,has been appointed as an independent non-executive Director of our Group in September 2017,and currently is a member of the audit committee and nomination committee of the Company.Mr.Lee has over 26 years of experience in finance and accounting,including approximately 15 years of experience enga
34、ging in self-practice at Lee Kam Wan Certified Public Accountant.Mr.Lee obtained a Bachelor of Business Administration(Honours)from the Chinese University of Hong Kong in December 1994.Mr.Lee is an associate member of the Hong Kong Institute of Certified Public Accountants.He is also a fellow member
35、 of The Association of Chartered Certified Accountants and an ordinary member of the Hong Kong Securities Institute.Dr.LEUNG Wai Ping Noel(梁偉平),aged 56,has been appointed as an independent non-executive Director of our Group in September 2017,and currently is a member of the audit committee and remu
36、neration committee of the Company.Dr.Leung has approximately 35 years of experience in finance and accounting,including 20 years of experience serving listed companies in Hong Kong and Singapore.Dr.Leung is currently the director of Allied Power International CPA Limited.Dr.Leung holds the degrees o
37、f Doctor of Business Administration and Master of Arts from City University of Hong Kong,a degree of Master of Business Administration from the University of Lincoln,a degree of Master of Education from the University of Hong Kong,a degree of Master of Science from Edinburgh Napier University and a
38、degree of Master of Laws from The University of Sunderland.Dr.Leung is a certified public accountant(practising)and an associate member of the Hong Kong Institute of Certified Public Accountants.He is also a fellow member of The Association of Chartered Certified Accountants.Ocean One Holding Ltd.6B
39、iographical Details of Directors and Senior ManagementSENIOR MANAGEMENTMr.FU Wan Chung George Simon(胡允聰),aged 57,is the financial controller of our Group and he joined the Group in May 2017.Mr.Fu has over 30 years of experience in finance and accounting.Before joining our Group,he worked in various
40、companies listed in the United States and Hong Kong,and various multinational and local corporations responsible for finance and accounting aspects,and he worked as an auditor at KPMG Peat Marwick in his early career.Mr.Fu obtained a Bachelor of Arts in Accountancy(Honours)from the Hong Kong Polytec
41、hnic University in October 1992,and he is a fellow member of The Association of Chartered Certified Accountants since January 2002.Mr.HO Chi Lok(何志樂),aged 38,is the head of sales and marketing of our Group.Mr.Ho has approximately 17 years of experience in the frozen seafood import and wholesale indu
42、stry.Mr.Ho joined our Group in 2008 as the head of sales and marketing and has been responsible for overseeing the sales and marketing activities of our Group.COMPANY SECRETARYMr.TSUI Siu Hung Raymond(徐兆鴻),aged 48,is the company secretary of the Company.Mr.Tsui obtained a degree of Bachelor of Busin
43、ess Administration(Honours)in Professional Accountancy from the Chinese University of Hong Kong in 1999.Mr.Tsui is a practising certified public accountant in Hong Kong.Mr.Tsui is a fellow member of the Association of the Chartered Certified Accountants and a fellow member of the HKICPA.Mr.Tsui has
44、been a director and partner of Tsui&Partners CPA Limited,a registered firm of certified public accountants(practising)in Hong Kong since March 2014.Mr.Tsui has over 20 years of experience in auditing,accounting and company secretarial field.Annual Report 20257Management Discussion and AnalysisBUSINE
45、SS REVIEWThe Group is an established frozen seafood importer and wholesaler in Hong Kong with over 22 years of experience in the frozen seafood import and wholesale industry.It supplies a diverse and wide range of frozen seafood products with more than 100 product varieties to over 370 customers whi
46、ch are mainly frozen seafood resellers and frozen seafood catering service providers.For the year ended 31 March 2025,the Group recorded a net profit of approximately HK$41.7 million as compared to a net profit of approximately HK$40.8 million for the year ended 31 March 2024.The Directors are of th
47、e view that the slight increase in net profit was mainly attributable to the improvement in gross profit margin despite lower revenue generated.In view of the relatively stable net profit generated for the year ended 31 March 2025 despite the weakened local retail market especially the catering indu
48、stry which was adversely affected by the growing trend of Hong Kong people travelling to Shenzhen and other Greater Bay Area cities during weekends and long holidays,the Directors remain cautiously optimistic on the Groups business outlook.OUTLOOKLooking forward,the Directors anticipate that the cat
49、ering and food service industry will continue to be under immense pressure due to the changed consumption trend of Hong Kong people,and the uncertainties of the United States trade policy especially potential protectionist measures may have certain impact on the supply chain and international trade.
50、The Group will closely monitor the market conditions and specifically the local retail market with assessment of the impact on the Groups operations and financial performance,we will closely monitor the Groups exposure to risks and uncertainties on an ongoing basis,and will strengthen the cost savin
51、gs initiatives in view of the challenging conditions.The Directors believe that the listing status of the Group enhances the Groups profile and further strengthens the Groups reputation in the industry,which in turn helps maintaining the business relationship with the existing suppliers and customer
52、s,and exploring potential business opportunities with new suppliers and customers.The net proceeds from the Share Offer have been providing financial resources to the Group to meet and achieve its business opportunities and strategies which will further strengthen the Groups market position in the f
53、rozen seafood import and wholesale industry in Hong Kong.The Group has obtained sale agency arrangements with a number of new foreign suppliers since its Listing,and will continue to pursuit for additional exclusive agency or sale agency arrangements with existing and new foreign suppliers to furthe
54、r enrich our product portfolio and to maintain our competitiveness by carrying a broader product portfolio.The Group shall continue to strive and achieve the business objectives as stated in the prospectus issued by the Company dated 29 September 2017(“Prospectus”).FINANCIAL REVIEWRevenueThe Groups
55、revenue decreased by approximately 13.7%from approximately HK$458.7 million for the year ended 31 March 2024 to approximately HK$395.9 million for the year ended 31 March 2025,primarily attributable to the decrease in sales of various products such as Clearwater arctic clams,Canada spot prawn,China
56、processed scallop,Japan boiled scallop,Japanese frozen crab flavored fish cake and frozen cooked abalone.Ocean One Holding Ltd.8Management Discussion and AnalysisCost of goods soldOur cost of goods sold mainly represents the costs of products sold net of purchases discounts,shipping handling charges
57、 and transportation costs.The Groups cost of goods sold for the year ended 31 March 2025 was approximately HK$330.2 million,representing a decrease of approximately 15.8%from approximately HK$392.2 million for the year ended 31 March 2024.Gross profit and gross profit marginThe Groups gross profit f
58、or the year ended 31 March 2025 was approximately HK$65.7 million,representing a slight decrease of approximately 1.3%from approximately HK$66.6 million for the year ended 31 March 2024.The Groups gross profit margin for the year ended 31 March 2025 was approximately 16.6%,representing an increase o
59、f approximately 2.1 percentage points as compared to approximately 14.5%for the year ended 31 March 2024.The increase in gross profit margin was mainly due to the selling of various high margin products such as amaebi,Argentina red prawn and arctic clams slice according to the latest market conditio
60、ns,and the reducing allowance for inventories.Selling and distribution costsOur selling and distribution costs mainly comprise of warehouse rental,staff costs of our logistics and warehouse team,warehouse utilities,depreciation of our warehouse facilities and transportation expenses.The Groups selli
61、ng and distribution costs for the year ended 31 March 2025 was approximately HK$11.9 million,representing an increase of approximately 2.9%from approximately HK$11.6 million for the year ended 31 March 2024.The selling and distribution costs accounted for approximately 3.0%and 2.5%of the total reven
62、ue for the year ended 31 March 2025 and 2024 respectively.Administrative expensesFor the year ended 31 March 2025,the Groups administrative expenses primarily comprised of staff costs for administrative and management personnel,directors remuneration,auditors remuneration,listing compliance expenses
63、,rent rates and management fee for office,office utilities,depreciation and insurance.Administrative expenses decreased from approximately HK$8.7 million for the year ended 31 March 2024 to approximately HK$8.4 million for the year ended 31 March 2025.The decrease in administrative expenses of the G
64、roup was mainly due to decreases in overseas travelling and entertainment expenses.Finance costsFinance costs represented interests on lease liability and bank overdrafts.Finance costs decreased from approximately HK$72,000 for the year ended 31 March 2024 to approximately HK$57,000 for the year end
65、ed 31 March 2025.TaxationFor the year ended 31 March 2025 and 2024,our tax expenses was approximately HK$7.3 million and HK$8.5 million,respectively,decreased by approximately HK$1.3 million or 14.8%,which was consistent with the decrease in estimated assessable profits.Profit for the yearFor the ye
66、ar ended 31 March 2025,the Groups profit and total comprehensive income attributable to the owners of the Company was approximately HK$41.7 million as compared to approximately HK$40.8 million for the year ended 31 March 2024.The slight increase was mainly attributable to the improvement in gross pr
67、ofit margin despite lower revenue generated,together with an increase in interest income for the year.Annual Report 20259Management Discussion and AnalysisUSE OF NET PROCEEDS FROM THE SHARE OFFERThe net proceeds from the Listing(after deducting the underwriting fees and other listing expenses borne
68、by the Company)amounted to approximately HK$63.0 million which have been used for the intended purposes as set out in the section headed“Future Plans and Use of Proceeds”of the Prospectus.As disclosed in the Companys announcement dated 24 August 2021,the Board has resolved to reallocate the remainin
69、g balance of the unutilized net proceeds to strengthening our warehouse storage capability,for details please refer to the announcement dated 24 August 2021.Set out below is the actual utilization of net proceeds up to 31 March 2025:Use of netproceeds perProspectusRevisedutilization asdisclosed in24
70、 August 2021announcementUtilized up to31 March 2025HK$000HK$000HK$000 Strengthening our warehouse storage capability29,63231,80931,809Enhancing our logistics capability8,3766,1996,199Broadening our product offerings by entering into exclusive agency agreements and/or sale agency agreements21,50421,5
71、0421,504General working capital3,4943,4943,494 Total63,00663,00663,006 CAPITAL STRUCTURE,LIQUIDITY AND FINANCIAL RESOURCESThe Group finances its liquidity and capital requirements primarily through cash generated from operations,net proceeds from the Listing and bank borrowings.As at 31 March 2025,t
72、he Group had bank and cash of approximately HK$138.9 million(31 March 2024:HK$104.9 million).As at 31 March 2025,the Groups total equity attributable to the owners of the Company amounted to approximately HK$291.9 million(31 March 2024:HK$261.4 million).As of the same date,the Groups total debt,comp
73、rising lease liabilities,amounted to approximately HK$2.2 million(31 March 2024:HK$1.1 million).On 19 October 2017,21,000,000 and 49,000,000 ordinary shares of HK$0.01 each of the Company were issued at HK$1.22 per share by way of public offer and placing,respectively.On the same date,the Companys s
74、hares were listed on the GEM of the Stock Exchange.The net proceeds from the Listing amounted to approximately HK$63.0 million.The Directors believe that with the capital from the share offer and net cash flow from operating activities,the Group is in a healthy financial position to expand its busin
75、ess and achieve its business objectives.Ocean One Holding Ltd.10Management Discussion and AnalysisBORROWINGS AND GEARING RATIOAs at 31 March 2025,the Group had no bank borrowings(31 March 2024:Nil).As at 31 March 2025,the gearing ratio of the Group,calculated by dividing lease liabilities with total
76、 equity and multiplied by 100%,was approximately 0.8%(31 March 2024:0.4%).SIGNIFICANT INVESTMENT,MATERIAL ACQUISITION AND DISPOSAL OF SUBSIDIARIESDuring the year ended 31 March 2025,the Group did not have any significant investment,material acquisition or disposal of subsidiaries and affiliated comp
77、anies.FOREIGN EXCHANGE EXPOSUREAs the Group conducts business with a number of overseas suppliers,such as those in Japan,China and Canada,and certain of the product costs or payments are denominated in foreign currencies such as Japanese Yen and United States Dollars,which are currencies different f
78、rom the revenue which is mainly in Hong Kong Dollars.As a result,the Group is exposed to foreign exchange risk.By adopting a cost-plus pricing model,the Group is generally able to pass on the cost arising from exchange rate fluctuations to the customers;and the management is closely monitoring the m
79、ovement of relevant exchange rates to ensure the net exposure is kept at an acceptable level.The Directors consider that the exposure to foreign exchange risk is insignificant and it is currently not necessary to adopt any hedging strategy.TREASURY POLICIESThe Directors follow a prudent policy in ma
80、naging the Groups cash balances and maintain a strong and healthy liquidity to ensure that the Group is well placed to take advantage of future growth opportunities.PLEDGE OF GROUP ASSETSAs at 31 March 2025,the Group has pledged its leasehold land and buildings total amounted to approximately HK$47.
81、2 million(31 March 2024:HK$48.6 million)to secure the banking facilities granted to the Group.CONTINGENT LIABILITIESAs at 31 March 2025 and 31 March 2024,the Group did not have any material contingent liabilities.SEGMENT INFORMATIONThe Group principally operates in one business segment,which is the
82、importing and wholesaling of frozen seafood products in Hong Kong.INFORMATION ON EMPLOYEESAs at 31 March 2025,the Group had 17 employees working in Hong Kong(31 March 2024:17).Employees are remunerated based on their qualifications,position and performance.The remuneration offered to employees gener
83、ally includes salaries,allowances and discretionary bonus.Various types of trainings were provided to the employees.The total staff cost(including remuneration of Directors and mandatory provident funds contributions)for the year ended 31 March 2025 amounted to approximately HK$7.5 million(31 March
84、2024:HK$7.3 million).Annual Report 202511Directors ReportThe directors of the Company(the“Directors”)are pleased to present this report and the audited consolidated financial statements of the Group for the year ended 31 March 2025.CORPORATE REORGANISATION AND LISTINGThe Company was incorporated in
85、the Cayman Islands as an exempted company with limited liability on 18 April 2017 under the Companies Act of the Cayman Islands.In preparation of the listing of the Shares on the GEM of the Stock Exchange,the Company underwent the corporate reorganisation and became the holding company of the Group
86、on 29 May 2017.Further details of the corporate reorganisation of the Group are set out in the section headed“History,Reorganisation and Group Structure”in the Prospectus.The Shares were listed on the GEM of the Stock Exchange on 19 October 2017(the“Listing Date”)by initial public offering.PRINCIPAL
87、 ACTIVITIESThe principal activity of the Company is investment holding and its subsidiaries are principally engaged in the import and wholesale of frozen seafood products in Hong Kong.Details of the principal activities of its subsidiaries as at 31 March 2025 are set out in the note 30 to the consol
88、idated financial statements in this annual report.There were no significant changes in the nature of the principal activities of the Group during the year.FINANCIAL SUMMARYA summary of the results,assets and liabilities of the Group for the past five years ended 31 March 2025,as extracted from the c
89、onsolidated financial statements is set out on page 102 of this annual report.This summary does not form part of the audited consolidated financial statements of the Group.BUSINESS REVIEWA review of the Groups business,description of the principal risks and uncertainties facing by the Group,and disc
90、ussion on the future development in the Groups business are set out in the section headed“Management Discussion and Analysis”on pages 7 to 10 of this annual report.These discussions form part of this Directors report.REVENUE AND SEGMENTAL INFORMATIONAn analysis of the Groups revenue from operations
91、and by geographical locations of customers is set out in note 5 of the consolidated financial statements.RESULTS AND APPROPRIATIONSThe results of the Group for the year ended 31 March 2025 are set out in the consolidated statement of profit or loss and other comprehensive income on page 59 of this a
92、nnual report.On 3 June 2025,the Board recommended the payment of a final dividend of HK4.2 cents per ordinary share for the year ended 31 March 2025,totaling HK$11,760,000 for the year ended 31 March 2025(for the year ended 31 March 2024:HK4.0 cents per ordinary share totaling HK$11,200,000).The pro
93、posed final dividend in respect of the year ended 31 March 2025 is calculated based on the total number of shares in issue as at the date of this report.The payment of the proposed final dividend is to be approved by the Shareholders at the Companys forthcoming Annual General Meeting(“2025 AGM”).The
94、 financial statements do not reflect this dividend payable.PRE-EMPTIVE RIGHTSThere are no provisions for pre-emptive rights under the Companys Articles of Association or the laws of Cayman Islands which would oblige the Company to offer new Shares on a pro-rata basis to existing Shareholders.Ocean O
95、ne Holding Ltd.12Directors ReportRESERVESDetails of movements in the reserves of the Company and the Group are set out in note 29 to the consolidated financial statements and in the consolidated statement of changes in equity,respectively of this annual report.DISTRIBUTABLE RESERVES OF THE COMPANYAs
96、 at 31 March 2025,the Companys reserves available for distribution to the shareholders,calculated in accordance with the Companies Act,Chapter 22(Act 3 of 1961,as consolidated and revised)of the Cayman Islands amounted to approximately HK$87.6 million(31 March 2024:HK$88.4 million)comprising accumul
97、ated profits of approximately HK$14.7 million and the share premium amounting to approximately HK$72.9 million.MAJOR CUSTOMERS AND SUPPLIERSDuring the year ended 31 March 2025,the aggregate sales attributable to the Groups largest customer and the five largest customers accounted for approximately 5
98、.0%and 23.0%(2024:approximately 9.2%and 27.0%)of the Groups total revenue for the year,respectively.During the year ended 31 March 2025,the aggregate purchases attributable to the Groups largest supplier and the five largest suppliers accounted for approximately 14.9%and 45.7%(2024:approximately 12.
99、6%and 44.7%)of the Groups total purchase for the year,respectively.At no time during the year under review,none of the Directors,their close associates or any Shareholders(which to the best knowledge of the Directors who owns more than 5%of the Companys issued share capital),has any interests in any
100、 of the above five largest customers and suppliers of the Group for the year.RELATIONSHIP WITH EMPLOYEES,CUSTOMERS AND SUPPLIERSThe Group understands the importance of maintaining a good relationship with its employees,customers and suppliers to meet its immediate and long-term business goals.During
101、 the year ended 31 March 2025,there were no material and significant dispute between the Group and its employees,customers and suppliers.DIRECTORSThe Directors who held office during the year ended 31 March 2025 and up to the date of this annual report are:Executive DirectorsMr.Chan Kin Fung(Chairma
102、n and Chief Executive Officer)Ms.Tse Chun Ha AmyIndependent non-executive DirectorsMr.So Yuk KiMr.Lee Kam WanDr.Leung Wai Ping NoelPursuant to the Article 84(1)of the Articles of Association and the GEM Listing Rules,Mr.Chan Kin Fung,Ms.Tse Chun Ha Amy,Mr.So Yuk Ki,Mr.Lee Kam Wan and Dr.Leung Wai Pi
103、ng Noel who were appointed by the Board shall hold office until the forthcoming annual general meeting of the Company to be held on Thursday,21 August 2025(“2025 AGM”)and being eligible,to offer themselves for re-election at the 2025 AGM.Annual Report 202513Directors ReportBIOGRAPHICAL DETAILS OF DI
104、RECTORS AND SENIOR MANAGEMENTBiographical details of the Directors and senior management of the Company are set out on pages 5 to 6 of this annual report.INDEPENDENCE CONFIRMATIONThe Company has received,from each of the independent non-executive Directors,a written confirmation of his independence
105、pursuant to Rule 5.09 of the GEM Listing Rules and considers that all the independent non-executive Directors to be independent.DIRECTORS SERVICE CONTRACTEach of the executive Directors has entered into a service agreement with the Company for an initial term of three(3)years,commencing from the Lis
106、ting Date,subject to retirement and re-election in accordance with the Articles of Association and GEM Listing Rules,unless terminated by either party by giving at least three(3)months written notice to the other.Each of the independent non-executive Directors has entered into a letter of appointmen
107、t with the Company for an initial term of one(1)year respectively,commencing from the Listing Date subject to retirement and re-election in accordance with the Articles of Association and GEM Listing Rules,unless terminated by either party by giving at least three(3)months written notice to the othe
108、r.Save as disclosed above,none of the Directors being proposed for re-election at the 2025 AGM has a service contract with the Company,which is not determinable by the Company within one year without payment of compensation(other than statutory compensation).EMOLUMENT POLICYThe emoluments of the Dir
109、ectors of the Company are decided by the remuneration committee,having regard to the Groups operating results,individual performance and comparable market statistics.EMOLUMENTS OF DIRECTORS,SENIOR MANAGEMENT AND FIVE HIGHEST PAID INDIVIDUALSDetails of the emoluments of the Directors,senior managemen
110、t and the five highest paid individuals of the Group are set out in notes 10 and 27 to the consolidated financial statements of this annual report.MANAGEMENT CONTRACTSDuring the year ended 31 March 2025,the Company did not enter into or have any management and administration contracts in respect of
111、the whole or any substantial part of the business of the Company.DIRECTORS MATERIAL INTERESTS IN TRANSACTIONS,ARRANGEMENTS AND CONTRACTS OF SIGNIFICANCESave as disclosed in the section headed“Continuing Connected Transactions”in this report from pages 15 to 16 in this annual report and note 27 to th
112、e consolidated financial statements,there were no transaction,arrangement,or contract of significance in relation to the Groups business to which the Company or any of its subsidiaries,its fellow subsidiaries or its holding companies was a party and in which any Director or any entities connected wi
113、th a Director,the controlling Shareholder,the substantial Shareholders had a material interest,whether directly or indirectly,subsisted at the end of the year or at any time during the year.Ocean One Holding Ltd.14Directors ReportDIRECTORS AND CHIEF EXECUTIVES INTERESTS AND SHORT POSITIONS IN SHARES
114、 AND UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONSAs at the date of this annual report,the interests or short positions of the Directors or chief executives of the Company in the Shares,underlying Shares and debentures of the Company or any of its associated corpora
115、tions(within the meaning of Part XV of the Securities and Futures Ordinance(“SFO”)which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests or short positions which are taken or deemed to have under such provisions
116、),or which are required,pursuant to section 352 of the SFO,to be entered in the register referred to therein or which are required to be notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules(“Model Code”),are as follows:Long positions in Shares of ass
117、ociated corporationNameCapacity/natureNo.of Shares heldApproximate%of Shareholding Mr.ChanInterest of controlled corporation205,800,000(Note 1)73.5%Mrs.ChanInterest of spouse205,800,000(Note 2)73.5%Notes:1.These Shares are held by Karlson Holding Limited,the entire issued share capital of which is h
118、eld by Mr.Chan.Accordingly,Mr.Chan is deemed to be interested in the Shares held by Karlson Holding Limited by virtue of the SFO.2.Mrs.Chan is the spouse of Mr.Chan.Accordingly,Mrs.Chan is deemed to be interested in Mr.Chans interest in the Company by virtue of the SFO.As at the date of this annual
119、report,none of the Directors or chief executive of the Company had any interests in the underlying Shares in respect of physically settled,cash settled or other equity derivatives of the Company or any of its associated corporations(within the meaning of Part XV of the SFO).Save as disclosed above,a
120、s at the date of this annual report,none of the Directors or chief executive of the Company had any interests or short positions in the Shares or underlying Shares or debentures of the Company or any of its associated corporations(within the meaning of Part XV of the SFO)that was required to be reco
121、rded in the register kept by the Company under Section 352 of the SFO,or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.DIRECTORS RIGHTS TO ACQUIRE SHARES AND DEBENTURESSave as disclosed in the section headed“Share Option Scheme”in this report,at no time durin
122、g the year ended 31 March 2025 and up to the date of this annual report was the Company,its subsidiaries,its fellow subsidiaries or its holding companies a party to any arrangement to enable the Directors to acquire benefits by means of the acquisition of shares in,or debentures of,the Company or an
123、y other body corporate.Annual Report 202515Directors ReportSUBSTANTIAL SHAREHOLDERS INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES OF THE COMPANYAs at the date of this annual report,the following persons/entities(other than the Directors and chief executive of the Company)had or were
124、deemed to have an interest or a short position in the Shares or the underlying Shares of the Company which would be required to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO,or which were recorded in the register of the Company required to be kept under
125、section 336 of the SFO,or who were directly or indirectly,to be interested in 5%or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company or any other member of the Group:Long positions in the SharesNameCapacity/natureN
126、o.of Shares heldApproximate%of Shareholding Karlson Holding LimitedBeneficial owner205,800,00073.5%Chan Kin Fung(“Mr.Chan”)Interest in a controlled corporation205,800,000(Note 1)73.5%Tse Chun Ha Amy(“Mrs.Chan”)Interest of spouse205,800,000(Note 2)73.5%Notes:1.These Shares are held by Karlson Holding
127、 Limited,which is wholly-owned by Mr.Chan.Accordingly,Mr.Chan is deemed to be interested in these Shares by virtue of the SFO.2.Mrs.Chan is the spouse of Mr.Chan.Accordingly,Mrs.Chan is deemed to be interested in Mr.Chans interest in the Company by virtue of the SFO.Save as disclosed above,as at the
128、 date of this annual report,none of the substantial or significant shareholders or other persons,other than the Directors and chief executive of the Company whose interests are set out in the section“Directors and Chief Executives Interest and Short Positions in Shares and Underlying Shares and Debe
129、ntures of the Company and its Associated Corporations”above,had any interest or a short position in the Shares or underlying Shares as recorded in the register required to be kept by the Company under Section 336 of the SFO.CONTINUING CONNECTED TRANSACTIONSOn 8 September 2017,the Groups subsidiary c
130、ompany,Quality Products(Hong Kong)Limited,entered into(1)a master sales agreement with Nakamura Japanese Food Company(“Nakamura”);and(2)a master sales agreement with Ichiban Pacific(H.K.)Limited(“Ichiban”),for the sales of frozen seafood products for the period commencing from 1 April 2017 to 31 Mar
131、ch 2020,all of which constitute continuing connected transactions as set out in the section headed“Connected Transactions”in the Prospectus,and subject to the requirements of reporting,annual review and announcement under Chapter 20 of the GEM Listing Rules.As the master sales agreements with Nakamu
132、ra and Ichiban expired on 31 March 2020,Quality Products(Hong Kong)Limited entered into the first supplemental agreements with Nakamura and Ichiban,respectively,on 25 March 2020 to extend the term of the master sales agreements for three years until 31 March 2023.As the term of the master sales agre
133、ements being extended by the first supplemental agreements expired on 31 March 2023,Quality Products(Hong Kong)Limited entered into the second supplemental agreements with Nakamura and Ichiban,respectively,on 13 March 2023 to further extend the term of the master sales agreements for three years unt
134、il 31 March 2026.Ocean One Holding Ltd.16Directors ReportNakamura is wholly-owned by Mr.Chan Tsan Piu,the brother of Mr.Chan.Ichiban is a company owned as to 80%by Mr.Chan Tsan Kan,the cousin of Mr.Chan,and 20%by Ms.Sun Chung Ching,the spouse of Mr.Chan Tsan Kan.Transactionamount forthe year ended31
135、 March 2025recorded in thebooks and recordsMaximumannual caps forthe year ended31 March 2025according tothe agreementHK$000HK$000 (1)Master sales agreement with Nakamura1,8735,300(2)Master sales agreement with Ichiban2,0252,200The independent non-executive directors of the Company have reviewed the
136、above continuing connected transactions and confirm the transactions have been entered into:(1)in the ordinary and usual course of business of the Group;(2)on arms length basis and on normal commercial terms;and(3)in accordance with the agreement governing them on terms that are fair and reasonable
137、and in the interests of the Companys Shareholders as a whole.The Directors confirm that the Company has complied with the disclosure requirements in accordance with Chapter 20 of the GEM Listing Rules during the year under review.Moreover,the Companys auditor has provided an unqualified letter to th
138、e Board containing their findings and conclusions in respect of the continuing connected transactions taken place during the year ended 31 March 2025 in accordance with Rule 20.54 of the GEM Listing Rules.PERMITTED INDEMNITY PROVISIONPursuant to the Companys Articles of Association,the Directors and
139、 officers shall be indemnified and secured harmless out of the assets of the Company from and against all actions,costs,charges,losses,damages and expenses which they shall or may incur or sustain by reason of any act done,concurred in or omitted in or about the execution of their duty or supposed d
140、uty;provided that this indemnity shall not extend to any matter in respect of any own fraud or dishonesty which may attach to any of the Directors and officers.The Company has arranged appropriate Directors and officers liability insurance coverage for the Directors and officers of the Group.Annual
141、Report 202517Directors ReportCOMPETING INTERESTAs at the Listing Date and up to the date of this annual report,none of the Directors or the Controlling Shareholders of the Company or their close associates(as defined in the GEM Listing Rules)is interested in any business which competes or may compet
142、e,either directly or indirectly,with the business of the Group nor any conflicts of interest which has or may have with the Group.DEED OF NON-COMPETITIONThe Controlling Shareholders,namely Karlson Holding Limited and Mr.Chan,together with Mrs.Chan,entered into a deed of non-competition dated 28 Sept
143、ember 2017(“Deed of Non-Competition”)in favour of the Company(for itself and as trustee for each of its subsidiaries).For details of the deed of non-competition,please refer to the section headed“Relationship with Controlling Shareholders”in the Prospectus.Each of the Controlling Shareholders has co
144、nfirmed that none of them is engaged in,or interested in any business(other than the Group)which,directly or indirectly,competes or may compete with the business of the Group.The independent non-executive Directors have also reviewed the status of compliance and confirmed that all the undertakings u
145、nder the Deed of Non-Competition have been complied with by each of the Controlling Shareholders since the Listing Date and up to the date of this annual report.PURCHASE,SALES OR REDEMPTION OF THE LISTED SECURITIES OF THE COMPANYNeither the Company,nor any of its subsidiaries have purchased,sold or
146、redeemed any listed securities of the Company from the Listing Date up to the date of this annual report.SUFFICIENCY OF PUBLIC FLOATBased on the information that is publicly available to the Company and to the best knowledge of the Directors,as at the date of this annual report,the Company has maint
147、ained sufficient prescribed public float of the issued Shares as required under the GEM Listing Rules.CORPORATE GOVERNANCEDetails of the principal corporate governance practices as adopted by the Company are set out in the section headed“Corporate Governance Report”on pages 21 to 31 of this annual r
148、eport.ENVIRONMENTAL POLICIES AND PERFORMANCEThe Group is committed to operate in compliance with the applicable environmental laws as well as protecting the environment by minimizing the negative impact of the Groups existing business activities on the environment.Details of the environmental polici
149、es and performance are set out in the section headed“Environmental,Social and Governance Report”on pages 32 to 53 of this annual report.COMPLIANCE WITH RELEVANT LAWS AND REGULATIONSThe Directors review and monitor the Groups policies and practices on compliance with legal and regulatory requirements
150、 on a regular basis.Any changes in the applicable laws,rules and regulations are brought to the attention of relevant employees and operation units from time to time.From the Listing Date and up to the date of this annual report,to the best knowledge of the Directors and management,the Group has com
151、plied with the requirements under the GEM Listing Rules,SFO and the Cayman Companies Act.Details of the Companys compliance with the code provisions set out in the Corporate Governance Code and Corporate Governance Report contained in the GEM Listing Rules are provided in the Corporate Governance Re
152、port of this annual report.Ocean One Holding Ltd.18Directors ReportANNUAL GENERAL MEETING AND CLOSURE OF REGISTER OF MEMBERSThe 2025 AGM will be held on Thursday,21 August 2025.The register of members of the Company will be closed from Monday,18 August 2025 to Thursday,21 August 2025,both days inclu
153、sive,for the purposes of determining the entitlements of the Shareholders to attend and vote at the AGM.During this closure period,no transfer of Shares will be registered.In order to qualify for attending and voting at the AGM,all transfers accompanied by the relevant share certificates must be lod
154、ged with the Companys Hong Kong branch share registrar and transfer office,Tricor Investor Services Limited,at 17/F,Far East Finance Centre,16 Harcourt Road,Hong Kong for registration by no later than 4:30 p.m.on Friday,15 August 2025.DIVIDENDS AND CLOSURE OF REGISTER OF MEMBERS IN RELATION TO THE D
155、IVIDENDSThe Directors recommend a payment from the distributable reserves of the Company a final dividend of HK4.2 cents per share in respect of the year ended 31 March 2025 to the shareholders whose names appear on the Register of Members of the Company at the close of business on Friday,29 August
156、2025.The final dividend,payable on Friday,12 September 2025,is subject to the approval of the shareholders of the Company at the 2025 AGM to be held on Thursday,21 August 2025.The Register of Members of the Company will be closed from Thursday,28 August 2025 to Friday,29 August 2025(both days inclus
157、ive),during which period no transfer of shares will be effected.In order to qualify for the proposed final dividend,all transfer of shares accompanied by the relevant share certificates must be lodged with the Companys branch share registrar in Hong Kong,Tricor Investor Services Limited,at 17/F,Far
158、East Finance Centre,16 Harcourt Road,Hong Kong for registration not later than 4:30 p.m.on Wednesday,27 August 2025.SHARE OPTION SCHEMEShare option scheme of the Company was approved by a resolution of the Shareholders of the Company passed on 21 September 2017(the“Share Option Scheme”).The principa
159、l terms of the Share Option Scheme is summarised in Appendix V to the Prospectus and are in accordance with the provisions of Chapter 23 of the GEM Listing Rules.As at 31 March 2025 and up to the date of this annual report,no share options were granted,exercised,lapsed or cancelled under the Share O
160、ption Scheme and there were no outstanding share options under the Share Option Scheme as at 31 March 2025 and as at the date of this annual report.The following is a summary of the principal terms of the Share Option Scheme:PurposesThe purpose of the Share Option Scheme is to enable the Group to gr
161、ant share options to the eligible persons as incentives or rewards for their contribution to the Group and to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group or any invested entity.Eligible ParticipantsThe Board may,at its abso
162、lute discretion,offer eligible persons(being any Director or employee(whether full time or part time),consultant,adviser,supplier,customer,distributor,business or joint venture partner,franchisee,contractor and agent of any member of our Group who in the sole discretion of the Board has contributed
163、to and/or will contribute to the Group)(the“Eligible Persons”)to subscribe for such number of Shares in accordance with the terms of the Share Option Scheme.Annual Report 202519Directors ReportMaximum number of Shares in respect of which options may be grantedThe maximum number of Shares in respect
164、of which options may be granted under the Share Option Scheme of the Group must not in aggregate exceed 10%of the total number of Shares in issue as at the date of this annual report(i.e.28,000,000 Shares).Options which have lapsed in accordance with the terms of the Share Option Scheme will not be
165、counted for the purpose of calculating this limit.Maximum entitlement of each Eligible ParticipantThe maximum number of Shares issued and to be issued upon exercise of the options granted(including exercised and outstanding options)under the Share Option Scheme in any 12-month period must not exceed
166、 1%of the issued Shares unless approved in advance by the Shareholders of the Company in general meeting with such eligible person and his close associates or his associates abstaining from voting.Exercise period and duration of the Share Option SchemeOptions may be exercised by an Eligible Particip
167、ant,in whole or in part,at any time during the period commencing from the date of grant and ending on such date as the Board may determine in granting the option,but in any event not exceeding ten years from the date of grant except that no option may be exercised until the expiry of 12 months after
168、 the date of grant.Amount payable on acceptance of an offer of optionThe amount payable by an Eligible Participant on acceptance of an offer of option is HK$1.Any offer of option may be accepted,in whole or in part,in writing received by the Board or the Company Secretary of our Company on or before
169、 the date as specified in the offer.Basis of determining the subscription priceThe subscription price of a Share payable on the exercise of an option granted under the Share Option Scheme shall be such price as the Board in its absolute discretion shall determine,save that such price shall at least
170、be the highest of:(i)the nominal value of the Shares;(ii)the closing price of the Companys Shares as stated in the Stock Exchanges daily quotations sheet on the date of offer,which must be a day on which the Stock Exchange is open for the business of dealing in securities(“Business Day”);and(iii)the
171、 average closing price of the Companys Shares as stated in the Stock Exchanges daily quotations sheets for five Business Days immediately preceding the date of offer.Remaining life of the Share Option SchemeThe Share Option Scheme will be valid and effective for a period of ten years from 19 October
172、 2017,which is the Listing Date.EQUITY-LINKED AGREEMENTSOther than the Share Option Scheme of the Company,no equity-linked agreements were entered into by the Company during the year or subsisted at the end of the year.Ocean One Holding Ltd.20Directors ReportCORPORATE AND SOCIAL RESPONSIBILITYThe Co
173、mpany takes its corporate and social responsibilities(“CSR”)seriously and is committed to advancing its policies and systems across the Group to ensure all aspects of CSR that are relevant to its business operations are addressed and monitored.These include good ethical behavior,concern for employee
174、 health and safety,care for the environment and community involvement.The Company recognizes that its social,environmental and ethical conduct has an impact on its reputation.The Company is committed to taking positive steps towards CSR through economically viable investments,technically appropriate
175、 operations,environmentally sound practices,socially responsible actions,continual improvement in performance and efficient use of natural resources.The Board takes ultimate responsibility for CSR and is committed to developing and implementing appropriate policies while adhering to a fundamental co
176、mmitment to create and sustain long term value for Shareholders and all stakeholders.EVENT AFTER THE REPORTING PERIODThe Directors are not aware of any significant event requiring disclosure that has taken place subsequent to 31 March 2025 and up to the date of this report.REVIEW OF FINANCIAL INFORM
177、ATIONThe Audit Committee comprises three independent non-executive Directors,namely,Mr.So Yuk Ki(chairman of the Committee),Mr.Lee Kam Wan and Dr.Leung Wai Ping Noel.The Audit Committee,together with the management,have reviewed the accounting principles and practices adopted by the Group and discus
178、sed the internal control system,risk management system and financial reporting matters including the review of the audited consolidated financial statements and annual results of the Group for the year ended 31 March 2025.AUDITORA resolution will be submitted at the 2025 annual general meeting to pr
179、opose for the re-appointment of Messrs.Deloitte Touche Tohmatsu,if eligible,as auditor of the Company.By order of the BoardOcean One Holding Ltd.Chan Kin FungChairman of the Board,Chief Executive Officer and Executive DirectorHong Kong,3 June 2025Annual Report 202521Corporate Governance ReportCORPOR
180、ATE GOVERNANCE PRACTICEThe Board of Directors(the“Board”)recognizes the importance of good corporate governance in management and internal procedures so as to achieve effective accountability.The Companys corporate governance practices are based on the principles and the code provisions as set out i
181、n the Corporate Governance Code in Appendix C1 to the GEM Listing Rules(the“CG Code”)and in relation to,among others,the Directors,Chairman and Chief Executive Officer,Board composition,the appointment,re-election and removal of Directors,their responsibilities and remuneration and communications wi
182、th the shareholders of the Company.The Company was listed on the GEM of the Stock Exchange on 19 October 2017(the“Listing Date”).To the best knowledge of the Board,the Company has complied with the code provisions in the CG Code from the Listing Date up to the date of this report,with the exception
183、for the deviation from code provision C.2.1 of the CG Code as stated below.The Board will review and monitor the practices of the Company from time to time with an aim to maintain and improve high standards of corporate governance practices.CORPORATE CULTURE AND STRATEGYThe Board has established the
184、 Groups purpose,values and strategy,and has satisfied that they are aligned with the Groups culture.All Directors must act with integrity,lead by example,and promote the desired culture.Such culture should instill and continually reinforce across the Companys values of acting lawfully,ethically and
185、responsibly.The Board believes that corporate culture underpins the long-term business,economic success and sustainable growth of the Group.The Board is committed to maintaining and developing robust corporate governance practices that are intended to ensure the interests of the stakeholders of the
186、Group are safeguarded,the risks of the Group are managed appropriately and that high standards of business ethics are maintained among the Board and employees.The Group will continuously review and adjust,when necessary,its business strategies and keep track of the changing market conditions to ensu
187、re prompt and proactive measures will be taken to respond to the changes and meet the market needs to foster the sustainability of the Group.CHAIRMAN AND CHIEF EXECUTIVE OFFICERPursuant to code provision C.2.1 of the CG Code,the roles of the chairman and the chief executive officer should be separat
188、e and should not be performed by the same individual.Mr.Chan Kin Fung(“Mr.Chan”)is the chairman and the chief executive officer of our Group.Considering that Mr.Chan has been operating and involved in the management of our Group since 2002,our Directors believe that it is in the best interests of ou
189、r Group to have Mr.Chan taking up both roles for the purpose of ensuring consistent leadership of our Group and for effective management,business development and overall strategic planning for our Group.Therefore,the Board considers that the deviation from code provision C.2.1 of the CG Code is appr
190、opriate in such circumstances.From a corporate governance point of view,the decisions of the Board are made collectively by way of voting and therefore the chairman should not be able to monopolise the voting of the Board.The Board considers that the balance of power between the Board and our senior
191、 management can still be maintained under the current structure.The Board shall review the structure from time to time to ensure appropriate action is taken should the need arise.Ocean One Holding Ltd.22Corporate Governance ReportCOMPLIANCE OF CODE OF CONDUCT FOR DIRECTORS SECURITIES TRANSACTIONSThe
192、 Company has adopted the rules set out in Rules 5.48 to 5.67 of the GEM Listing Rules as the code for dealing in securities of the Company by the Directors(the“Model Code”).Having made specific enquiry,all the Directors have confirmed that they have complied with the Model Code from the Listing Date
193、 to 31 March 2025.In addition,the Company has also adopted provisions of the Model Code as written guidelines for relevant employees in respect of their dealings in the securities of the Company.Such relevant employees did and would abide by the provisions of the Model Code.Besides,the Company has a
194、dopted internal control policy in relation to the disclosure of inside information of the Company(the“Inside Information Policy”).No incident of non-compliance of the Model Code and/or the Inside Information Policy by such relevant employees was noted by the Company from the Listing Date up to the d
195、ate of this report.APPOINTMENT,RE-ELECTION AND RETIREMENT OF THE DIRECTORSBy virtue of article 84(1)of the articles of association of the Company,at every annual general meeting of the Company,one-third of the Directors for the time being(or,if their number is not three or a multiple of three,then t
196、he number nearest to,but not less than,one-third)shall retire from office by rotation provided that every Director(including those appointment for a specific term)shall be subject to retirement by rotation at least once every three years.A retiring Director shall retain office until the close of the
197、 meeting at which he retires and shall be eligible for re-election thereat.By virtue of article 83(3)of the articles of association of the Company,any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be su
198、bject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.Accordingly,Mr.Lee Kam Wan and Dr.Leung Wai Ping Noel sha
199、ll hold office until the forthcoming annual general meeting of the Company and,being eligible,offer themselves for re-election at such meeting.Pursuant to code provision B.2.3 of the CG Code,if an independent non-executive Director has served more than nine years,such directors further appointment s
200、hould be subject to a separate resolution to be approved by shareholders.The papers to shareholders accompanying that resolution should state why the Board(or the nomination committee)believes that the Director is still independent and should be re-elected,including the factors considered,the proces
201、s and the discussion of the Board(or the nomination committee)in arriving at such determination.Annual Report 202523Corporate Governance ReportBOARD OF DIRECTORSThe Board currently comprises two executive Directors and three independent non-executive Directors as at the date of this report,details o
202、f which are set out below:Executive DirectorsMr.Chan Kin Fung(1)(Chairman of the Board and Chief Executive Officer)Ms.Tse Chun Ha Amy(2)Independent non-executive DirectorsMr.So Yuk Ki(3)Mr.Lee Kam Wan(3)Dr.Leung Wai Ping Noel(3)Notes:(1)appointed on 18 April 2017(2)appointed on 29 May 2017(3)appoint
203、ed on 18 September 2017The brief biographical details of the Directors are set out in the section headed“Biographies of Directors”on page 5 of this annual report.Save as disclosed in this annual report,the other Board members have no financial,business,family or other material or relevant relationsh
204、ips with each other.FUNCTIONS OF THE BOARDThe Board is entrusted with the overall responsibility for promoting the success of the Company by providing effective leadership and direction to its business,and ensuring transparency and accountability of its operations.The Board reserves for its decision
205、s all major matters of the Company,including the approval and monitoring of all policy matters,overall strategies,internal control systems,risk management systems,material transactions,financial information,and other significant financial and operational matters.The Board has the full support of the
206、 management to discharge its responsibilities.During the year,the Board has been provided on a quarterly basis with the Groups management information updates to give them aware of the Groups affairs and facilitate the Board to discharge its duties under the relevant requirements of the Listing Rules
207、.The Board delegates day-to-day operations of the Group to the Executive Directors and senior management.The delegated functions and tasks are periodically reviewed.Approval has to be obtained from the Board prior to any significant transactions entered into by the above mentioned officers.In additi
208、on,the Board has also delegated various responsibilities to the board committees of the Company.Further details of the board committees of the Company are set out below in this report.Ocean One Holding Ltd.24Corporate Governance ReportDIRECTORS RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Director
209、s are responsible for the preparation of the consolidated financial statements of the Group for each financial period to give a true and fair view of the state of affairs of the Group and of the results and cash flows for that period in accordance with accounting principles generally accepted in Hon
210、g Kong.The statement by auditor of the Company about their responsibilities for the financial statements is set out in the independent auditors report contained in this report.The Directors have adopted the going concern approach in preparing the consolidated financial statements and are not aware o
211、f any material uncertainties relating to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern.DIRECTORS AND OFFICERS INSURANCEAppropriate insurance covers on directors and officers liabilities have been in force to protect the Directors and offi
212、cers of the Group from their risk exposure arising from the business of the Group.BOARD MEETING AND PROCEDURESBoard members were provided with complete,adequate and timely information to allow them to fulfill their duties properly.In compliance with code provision C.5.3 of the CG Code,at least 14 da
213、ys notice has been given for a regular Board meeting to give all Directors an opportunity to attend.Notice,agenda and board papers of regular Board meetings are sent to all Directors with reasonable time and at least 3 days prior to the meetings.Directors are free to contribute and share their views
214、 at meetings and major decisions will only be taken after deliberation at Board meetings.Directors who are considered to have conflict of interests or material interests in the proposed transactions or issues to be discussed will not be counted in the quorum of meeting and will abstain from voting o
215、n the relevant resolutions.Full minutes are prepared after the meetings and the draft minutes are sent to all Directors for their comments on the final version of which are endorsed in the subsequent Board meeting.During the year ended 31 March 2025,there were four Board meetings held.Details of the
216、 attendance of each director are as follows:DirectorsAttended/Held Mr.Chan Kin Fung4/4Ms.Tse Chun Ha Amy4/4Mr.So Yuk Ki4/4Mr.Lee Kam Wan4/4Dr.Leung Wai Ping Noel4/4Board minutes are kept by the Company Secretary and are open for inspection by the Directors.Every Board member is entitled to have acce
217、ss to materials and has unrestricted access to the advice and the Company Secretary,and has the right to seek external professional advice if so required.Annual Report 202525Corporate Governance ReportBOARD COMMITTEESThe Board has established specific committees,namely the audit committee,the remune
218、ration committee and the nomination committee,with written terms of reference which are posted on the Stock Exchanges website at www.hkexnews.hk and the Companys website at to assist them in efficient implementation of their functions.Specific responsibilities have been delegated to the above commit
219、tees.AUDIT COMMITTEEThe audit committee was established on 21 September 2017 with written terms of reference in accordance with Rule 5.28 of the GEM Listing Rules and in compliance with code provision D.3 of the CG Code as set out in Appendix C1 to the GEM Listing Rules.The audit committee currently
220、 consists of three independent non-executive Directors and is chaired by Mr.So Yuk Ki,the other members are Mr.Lee Kam Wan and Dr.Leung Wai Ping Noel.The written terms of reference of the audit committee are posted on the Stock Exchange website and on the Companys website.The primary duties of the a
221、udit committee are to make recommendations to the Board on the appointment and dismissal of the external auditor,review the financial statements and information and provide advice in respect of financial reporting and oversee the internal control procedures of the Group.The audit committee has revie
222、wed the audited consolidated financial statements and the results for the year ended 31 March 2025 with the management,and are of the view that such results comply with the applicable accounting standards,the requirements under the GEM Listing Rules and other applicable legal requirements,and that a
223、dequate disclosures have been made.During the year ended 31 March 2025,there were five audit committee meetings held.Details of the attendance record of the committee meetings are as follows:Committee membersAttended/Held Mr.So Yuk Ki5/5Mr.Lee Kam Wan5/5Dr.Leung Wai Ping Noel5/5AUDITORS REMUNERATION
224、The fees in relation to the audit services provided by Deloitte Touche Tohmatsu Certified Public Accountants,the external auditor of the Company,for the year ended 31 March 2025 amounted to HK$968,000 and those in relation to non-audit services was HK$119,300.Ocean One Holding Ltd.26Corporate Govern
225、ance ReportREMUNERATION COMMITTEEThe remuneration committee was established on 21 September 2017 with written terms of reference in accordance with Rule 5.34 of the GEM Listing Rules and in compliance with code provision E.1 of the CG Code as set out in Appendix C1 to the GEM Listing Rules.The remun
226、eration committee currently consists of one executive Director and two independent non-executive Directors,it is chaired by Mr.So Yuk Ki and the other members are Ms.Tse Chun Ha Amy and Dr.Leung Wai Ping Noel.The written terms of reference of the remuneration committee are posted on the Stock Exchan
227、ge website and on the Companys website.The primary duties of the remuneration committee are to make recommendations to the Board on the policy and structure for all remuneration of Directors and senior management,to determine the terms of the specific remuneration package of the Directors and senior
228、 management,review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.During the year ended 31 March 2025,there were two remuneration committee meetings held.Details of the attendance record of the committee meetings are
229、as follows:Committee membersAttended/Held Mr.So Yuk Ki2/2Ms.Tse Chun Ha Amy2/2Dr.Leung Wai Ping Noel2/2REMUNERATION POLICY FOR DIRECTORS AND SENIOR MANAGEMENTEach of the Directors will receive a fee which is subject to an annual adjustment at a rate to be reviewed by the remuneration committee and b
230、e determined at the discretion of the Board.The Companys policy concerning the remuneration of the Directors is that the amount of remuneration is determined by reference to the relevant Directors experience,responsibilities,workload and the time devoted to the Group.The Group has adopted incentive
231、bonus schemes and continues to maintain these schemes,seeking to align the financial well-being of the Group with that of the employees,and to retain the Directors and staff of high caliber.Annual Report 202527Corporate Governance ReportNOMINATION COMMITTEEThe nomination committee was established on
232、 21 September 2017 with written terms of reference in compliance with code provision B.3 of the CG Code as set out in Appendix C1 to the GEM Listing Rules.The nomination committee currently consists of one executive Director and two independent non-executive Directors,it is chaired by Mr.Chan Kin Fu
233、ng and the other members are Mr.So Yuk Ki and Mr.Lee Kam Wan.The written terms of reference of the nomination committee are posted on the Stock Exchange website and on the Companys website.The primary duties of the nomination committee are to make recommendations to the Board to fill vacancies on th
234、e same,assess the independence of independent non-executive Directors and review the structure,size and composition of the Board.During the year ended 31 March 2025,there was one nomination committee meeting held.Details of the attendance record of the committee meeting are as follows:Committee memb
235、ersAttended/Held Mr.Chan Kin Fung1/1Mr.So Yuk Ki1/1Mr.Lee Kam Wan1/1DIVERSITY OF THE BOARDThe Company has adopted a board diversity policy which sets out the approach to achieve diversity on the Board,the summary of which are set out below:(1)With a view to achieving a sustainable and balanced devel
236、opment,the Company sees increasing diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development.(2)In designing the Boards composition,board diversity has been considered from a number of aspects,including but not limit
237、ed to gender,age,cultural and educational background,ethnicity,professional experience,skills,knowledge and length of service.(3)All Board appointments be based on meritocracy,and candidates be considered against objective criteria,having due regard for the benefits of diversity on the Board.Ocean O
238、ne Holding Ltd.28Corporate Governance ReportBOARD INDEPENDENCEThe Company recognises that Board independence is pivotal in good corporate governance and Board effectiveness.The Board has established mechanisms to ensure independent views and input from any Director of the Company are conveyed to the
239、 Board for enhancing an objective and effective decision making.The governance framework and the following mechanisms are reviewed annually by the Board,through its Nomination Committee,to ensure their effectiveness:(1)Three out of the five Directors are Independent Non-Executive Directors,which mee
240、ts the requirements of the GEM Listing Rules that the Board must have at least three Independent Non-Executive Directors and must appoint Independent Non-Executive Directors representing at least one-third of the Board.(2)The Nomination Committee will assess the independence,qualification and time c
241、ommitment of a candidate who is nominated to be a new Independent Non-Executive Director before appointment,and the continued independence of existing Independent Non-Executive Directors and their time commitments annually.On an annual basis,all Independent Non-Executive Directors are required to co
242、nfirm in writing their compliance of independence requirements pursuant to Rule 5.09 of the GEM Listing Rules,and to disclose the number and nature of offices held by them in public companies or organisations and other significant commitments.(3)External independent professional advice is available
243、as and when required by individual Directors.(4)All Directors are encouraged to express freely their independent views and constructive challenges during the Board/Board Committee meetings.(5)No equity-based remuneration with performance-related elements will be granted to Independent Non-Executive
244、Directors.(6)A Director(including Independent Non-Executive Director)who has a material interest in a contract,arrangement or other proposal shall not vote or be counted in the quorum on any Board resolution approving the same.CONTINUOUS PROFESSIONAL DEVELOPMENTPursuant to code provision C.1.4 of th
245、e CG Code,all Directors should participate in continuous professional development to develop and refresh their knowledge and skills as to ensure that their contribution to the Board remains informed and relevant.Each newly appointed Director receives comprehensive,formal and tailored induction on th
246、e first occasion of his appointment,so as to ensure that he has appropriate understanding of the Group structure,Board and Board Committees meetings procedures,business,management and operations of the Company,etc.and that he is fully aware of his responsibilities and obligations under the GEM Listi
247、ng Rules and relevant regulatory requirements in the Cayman Islands and Hong Kong.In preparation of the Listing,all the Directors participated in the induction program regarding directors responsibilities and obligations under the GEM Listing Rules conducted by the Companys legal adviser,which cover
248、ed,among other topics,the CG Code,GEM Listing Rules and directors continuing obligations.Besides,the Company keeps circulating information and materials to develop and refresh Directors knowledge and skills from time to time.All the information and materials are relevant to the Groups business,the e
249、conomy,corporate governance,rules and regulations,accounting,financial or professional skills and/or directors duties and responsibilities.There are also arrangements in place for providing continuing briefing and professional development to each Director.All Directors are encouraged to attend relev
250、ant training courses at the Companys expense.The company secretary is responsible to keep records of training taken by each Director.Annual Report 202529Corporate Governance ReportDuring the year ended 31 March 2025,all Directors had participated in continuous professional development in compliance
251、with code provision C.1.4 of the CG Code by attending training seminars/courses and/or reading materials regarding updates on the GEM Listing Rules and relevant regulatory requirements.RISK MANAGEMENT AND INTERNAL CONTROLSThe Board has overall responsibility for the establishment,maintenance and rev
252、iew of the Groups internal control system to safeguard the assets of the Group and shareholder investments.The internal control system of the Group aims to facilitate effective and efficient operation which in turn minimises the risks to which the Group is exposed.The system can only provide reasona
253、ble but not absolute assurance against misstatement or losses.The Board has conducted a review of the implemented system and procedures,covering financial,operational and legal compliance controls and risk management functions.The Directors consider that the Group has implemented appropriate procedu
254、res for safeguarding the Groups assets against unauthorised use or misappropriation,maintaining proper accounting records,segregation of duties and putting plans and routines into execution with appropriate authority and in compliance with the relevant laws and regulations.In preparation of the List
255、ing,the Company engaged an internal control consultant,an independent third party,to undertake a review of the internal control system of the Group.Material issues identified by the internal control consultant had been rectified prior to the Listing.The Board is of the view that the internal control
256、 measures in place are adequate and effective to safeguard the Groups assets and the interest of Shareholders.Pursuant to code provision D.2.5 of the CG Code the Group has engaged the internal control consultant to provide internal audit function for the year ended 31 March 2025,which comprises an e
257、nterprise risk assessment and review of internal control system.This engagement can assist the Board and the audit committee to monitor the risk management and internal control systems of the Group.Significant internal control deficiencies are reported to the audit committee and the Board on a timel
258、y basis to ensure prompt remediation actions taken.The enterprise risk assessment report and internal audit report are submitted to the audit committee and the Board at least once a year.The Board had performed annual review on the effectiveness of the Groups risk management and internal control sys
259、tems,including but not limited to the Groups ability to cope with its business transformation and changing external environment;the scope and quality of managements review on risk management and internal control systems;result of internal audit work;the extent and frequency of communication with the
260、 Board in relation to result of risk and internal control review;significant failures or weaknesses identified and their related implications;and status of compliance with the GEM Listing Rules.The Board considers the Groups risk management and internal control systems are effective.The Group adopts
261、 a risk management framework which comprises the following processes:IdentifysignificantriskintheGroupsoperationenvironmentandevaluatetheimpactsofthoserisksontheGroupsbusiness;Developnecessarymeasurestomanagethoserisks;andMonitorandreviewtheeffectivenessofsuchmeasures.Ocean One Holding Ltd.30Corpora
262、te Governance ReportThe Group formulated the policies and procedures of risk management and internal control as follows:TheGroupestablishedanorganisationalstructurewithclearoperatingandreportingprocedures,linesofresponsibility and delegated authority;Eachoperatingsubsidiarymaintainsinternalcontrolsa
263、ndproceduresappropriatetoitsstructurewhilstcomplyingwith the Groups policies,standards and guidelines;RelevantexecutiveDirectorsandseniormanagementhavebeendelegatedwithspecificaccountabilityformonitoring the performance of designated business operating units;Asystematicreviewofthefinancialandbusines
264、sprocessesinordertoprovidemanagementontheadequacyandeffectiveness of internal controls.Where weaknesses are identified in the system of internal controls,management will evaluate and take necessary measures to ensure that improvements are implemented;andCodeofethicsareestablishedandadheredtobyallemp
265、loyeestoensurehighstandardsofconductandethicalvalues in all business practices.The Board reviewed that the risk management and internal control system adopted by the Group for the year ended 31 March 2025 and considered that it was effective.COMPANY SECRETARYCompany Secretary supports the Board by e
266、nsuring good information flow within the Board and that the Board policy and procedures are followed.The Company Secretary is responsible for advising the Board on the corporate governance matters and facilitating induction and professional development of the Directors.All Directors have access to t
267、he advice and services of the Company Secretary to ensure that the Board procedures and all applicable laws,rules and regulations,are followed.Mr.Tsui Siu Hung Raymond(“Mr.Tsui”)was appointed as the Company Secretary of the Group in May 2017.He has complied with all the required qualifications,exper
268、iences and training requirements under the GEM Listing Rules.For the year ended 31 March 2025,Mr.Tsui has complied with the GEM Listing Rules by taking not less than 15 hours of relevant professional training.SHAREHOLDERS RIGHTSShareholders should direct their questions about their shareholdings to
269、the Companys Hong Kong branch registrar and transfer office,namely,Tricor Investor Services Limited,whose contact details are stated in the section headed“Corporate Information”of this report.Shareholders holding not less than one-tenth of the paid-up capital of the Company may deposit a requisition
270、 to convene an EGM of the Company and state the purpose therefore to the Board or the Company Secretary.The Company has adopted Communications Policy with Shareholders and investors of the Company that provide ready,equal and timely access to understandable information about the Company.The Board we
271、lcomes Shareholders for their comments and/or enquiries about the Company.Shareholders may send their comments and/or enquiries to the Board by addressing them to the Company Secretary.Shareholders who wish to put forward proposal for the Companys consideration at the general meetings of the Company
272、 can send their proposal to the Company Secretary.Annual Report 202531Corporate Governance ReportPursuant to Articles of Association of the Company,if a Shareholder wishes to propose a person other than retiring Directors for election as a Director at a general meeting of the Company,the Shareholder
273、 should deposit a written notice of nomination which shall be given to the principal place of business of the Company in Hong Kong within the 7-day period commencing the day after the dispatch of the notice of the meeting(or such other period as may be determined and announced by the Directors from
274、time to time).The relevant procedures are posted on the Companys website().The Shareholders of the Company may at any time send their enquiries and concerns to the Board in writing.Contact details are as follows:Address:Unit B,5/F,Goodwill Industrial Building,36-44 Pak Tin Par Street,Tsuen Wan,Hong
275、KongFax:(852)2149 5277E-mail:.hkShareholders enquiries and concerns will be forwarded to the Board and/or relevant Board committees of the Company,where appropriate,to answer the Shareholders questions.COMMUNICATIONS WITH SHAREHOLDERS AND INVESTORSIn order to enable Shareholders to exercise their ri
276、ghts in an informed manner,and to allow Shareholders and the investment community to engage actively with the Company,the Company has established a number of channels for maintaining on-going dialogue with the Shareholders as follows:(a)corporate communications such as annual reports,interim reports
277、 and circulars are issued in printed form and are available on the Stock Exchange website and the Companys website;(b)periodic announcements are made through the Stock Exchange and published on the respective websites of the Stock Exchange and the Company;(c)corporate information is made available o
278、n the Companys website;(d)AGM and EGM provide a forum for the Shareholders to make comments and exchange views with the Directors and senior management;and(e)the Companys share registrars serve the Shareholders in respect of share registration,dividend payment,change of Shareholders particulars and
279、related matters.SIGNIFICANT CHANGES IN CONSTITUTIONAL DOCUMENTSThere were several changes and updates on the Articles of Association of the Company being proposed in order to comply with the latest requirements of the GEM Listing Rules and other laws and regulations.Such proposed amendments were dul
280、y passed by way of special resolution at the annual general meeting of the Company held on 18 August 2022.For the details of the proposed amendments,please refer to the announcement and circular of the Company dated 14 and 27 June 2022 respectively.Except as disclosed above,there has been no other s
281、ignificant change in the constitutional documents of the Company.The amended and restated Articles of Association of the Company are available on the websites of the Stock Exchange and of the Company.Ocean One Holding Ltd.32Environmental,Social and Governance ReportOVERVIEWThe Group is pleased to pr
282、esent its eighth report on the Environmental,Social and Governance(the“ESG”)aspects(the“ESG Report”),this ESG Report is prepared with reference to the ESG Reporting Guide set out in Appendix C2 to the Rules Governing the Listing of Securities on GEM by the Stock Exchange of Hong Kong Limited.The Gro
283、up has complied with the disclosure requirements of the“comply or explain”provisions set out in the Part C of the ESG Reporting Guide.SCOPEThis ESG Report covers the Groups overall performance in two subject areas,namely Environmental and Social of the business operations during the reporting period
284、 for the year ended 31 March 2025(the“Period”).All information and data disclosed herein were based on formal documents and internal statistics of the Group.All data is reported in good faith and have not been verified by an independent third party.Having considered the sustainability of business de
285、velopment,as well as the four reporting principles of materiality,quantitative,balance and consistency,this ESG Report focuses on the sustainability performance of the Groups business.REPORTING PRINCIPLESThe following principles are adopted in this ESG Report:Materiality:Importantandrelevantinformat
286、iontostakeholdersondifferentESGaspectsiscoveredinthisESGReport.A materiality assessment was conducted to determine material ESG issues with results approved by the Board.Quantitative:Therelevantstandards,methodologiesandassumptionsusedtopreparethequantitativeinformationare disclosed as appropriate.Q
287、uantitative information is provided with narrative and comparative figures where possible.Balance:Theinformationispresentedwithouttheinappropriateuseofselections,omissionsorotherformsofmanipulation that would influence a decision or judgment by the reader of this ESG Report.Consistency:Consistentmet
288、hodologiesareusedtoprepareandpresentESGdatainthisESGReport,unlessotherwise specified,to allow for meaningful comparisons.Annual Report 202533Environmental,Social and Governance ReportESG GOVERNANCE STRUCTURE AND MANAGEMENT APPROACHThe Board has overall responsibility for the Groups ESG strategy and
289、reporting.The Board is responsible for evaluating and determining the Groups ESG related risks,and ensuring that appropriate and effective ESG risk management and internal control systems are in place.The management of the Group is delegated with the responsibility of coordinating the implementation
290、 of the Groups environment,employment and service quality assurance policies.The Board leads and provides direction to the management by instituting ESG policies and initiatives,supervising their implementation and monitoring ESG performance.The Board continues to explore ways to further strengthen
291、the ESG governance of the Group.The Board reviews ESG affairs regularly,including environmental protection,employment and labour practices,operating practices,and community investment,and implements appropriate measures to enhance the ESG performance of the Group.In compliance with the“Proposals to
292、Expand the Paperless Listing Regime and Other Rule Amendments”of the Stock Exchange issued in June 2023 which have become effective 31 December 2023,the Group will distribute corporate communications with shareholders electronically in general,though shareholders can still request for hard copies as
293、 preferred.The Board welcomes the amendments and believes that the move is very positive to the Groups commitment to environmental protection.PRINCIPAL ACTIVITIES AND COMMITMENT ON ESGDuring the year ended 31 March 2025,the Group is principally engaged in importing and wholesaling of frozen seafood
294、products.We primarily source frozen seafood products from seafood harvesters,frozen seafood processors and exporters who are primarily located overseas such as Japan,China,Canada,etc.and distribute the products to frozen seafood resellers such as local integrated food product wholesaling companies,r
295、esellers and food trade companies;and we also sell our products directly to frozen seafood catering service providers such as restaurants,food chain stores,food processing operators and other end customers.We also add value to the products by offering additional services,such as product sourcing,qua
296、lity assurance,storage and transportation,to our customers.Environmental and social responsibilities are viewed as the Groups core commitment to environment,internal workplace,external community and an integral part of the Groups practice to create values for stakeholders.We will continue to expand
297、our business with environmentally and community friendly measures in order to contribute to the development of the industry and society.Ocean One Holding Ltd.34Environmental,Social and Governance ReportSTAKEHOLDERS ENGAGEMENTThe Group treasures its stakeholders and their feedback regarding its busin
298、esses and ESG aspects.In order to understand and address their key concerns,the Group maintains close communication with the key stakeholders,including shareholders and investors,employees,customers,suppliers,government as well as communities and the public.The Groups communication channels with the
299、 key stakeholders are summarized as follows:StakeholdersEngagement Channels Shareholders and investorsPressrelease,corporateannouncementsandcircularsAnnualgeneralmeetingsFinancialreportsEmployeesIn-housetrainingsandinternalmeetingsPerformancereviewsandappraisalsCustomersCustomerssatisfactionsurveysC
300、ustomersservicehotlineRegularmeetingsSuppliersEmailsandphonecallsConferencesandexhibitionsGovernment and authoritiesFieldinspectionsInformationdisclosuresCommunities and the publicCharitableandvolunteeringactivitiesCommunityinteractionsAnnual Report 202535Environmental,Social and Governance ReportMA
301、TERIALITY ASSESSMENTThe previously identified material ESG issues namely product safety and quality control,supply chain management,occupational health and safety,staff development and training,and community investment as key issues to both the Group and its stakeholders.The Group has conducted a ma
302、teriality assessment during the Period and this review enhanced the Group in prioritizing its sustainability issues and highlighting the material and relevant aspects,so as to align them with stakeholders expectations.The result of the materiality assessment is shown as the following materiality mat
303、rix:Materiality MatrixImportance to the GroupLowMediumHigh Importance to StakeholderHighCommunityInvestmentProductSafety&QualityControlSupplyChainManagementMediumIntellectualPropertyRightsCustomerPrivacyProtectionGreenhouseGasEmissionsUseofResourcesClimateChangeOccupationalHealth&SafetyStaffDevelopm
304、ent&TrainingAnti-corruptionLowWasteManagementLabourStandardsExhaustGasEmissionSTAKEHOLDERS FEEDBACKThe Group welcomes stakeholders feedback on its ESG approach and performance.For any suggestions or opinions,questions or comments,please kindly send to the Company through the communication channels a
305、s stated in our Companys website.Ocean One Holding Ltd.36Environmental,Social and Governance ReportA.ENVIRONMENTALThe Group understands the importance of environmental sustainability and protection.The Group strives to strike a balance between efficient operation and environmental protection.The Gro
306、up has adopted policies on pollution prevention,preservation of natural resources and adherence to environmental laws and regulations,and we also put green ideas into practice in our daily operations by promoting energy efficiency and emission reduction in all processes from sourcing and procurement
307、,inventory management,to sales and delivery.A1.EmissionsIn the course of our operations,we produce emissions mainly from the consumption of refrigerants by our cold storage refrigerators,use of electricity and fuel consumption of our logistics trucks.The Group regularly monitors our business operati
308、ons and scrutinizes our consumption data such that we can minimize environmental pollution and impacts to the environment.Each of our cold storage warehouses and office complies with applicable laws and regulations.A1.1 Emissions Data from VehiclesThe Groups annual fuel consumption by our trucks is
309、approximately 14,846L with approximately 46,368 km travelled.Types of emissionskg Nitrogen Oxides(“NOx”)145.3Sulphur Oxides(“SOx”)0.2Particulate Matter(“PM”)14.4A1.2 Greenhouse gas(“GHG”)emissions in totalGHG emissions in total are 3,794.7 tons for the year ended 31 March 2025,which includes Scope 1
310、,Scope 2 and Scope 3 emissions as disclosed below.Scope 1 Direct emissions from operations that are owned or controlled by the GroupGHG emissions from mobile combustion sources(road transport):Types of emissionskg Carbon Dioxides(“CO2”)39,182.9Methane(“CH4”)2.2Nitrous Oxide(“N2O”)1.1 Total GHG emiss
311、ions39,186.2 Annual Report 202537Environmental,Social and Governance ReportGHG emissions from Hydrofluorocarbons(“HFC”)and perfluorocarbons(“PFC”)emissions for refrigeration/air-conditioning(both commonly known as refrigerants):During the year ended 31 March 2025,the Groups annual consumption of ref
312、rigerants by our cold storage refrigerators is approximately 845.9 kg.Types of emissionskg CO23,493,253.0 Total GHG emissions3,493,253.0 Scope 2 Energy indirect emissionsGHG emissions from purchased electricity supplied by power companies:During the year ended 31 March 2025,the Groups annual electri
313、city consumption is approximately 683,303 kWh.Types of emissionskg CO2259,655.1 Total GHG emissions259,655.1 Scope 3 Other indirect emissionsPaper waste disposed at landfills:Types of emissionskg CO21,448.7Electricity used for processing fresh water and sewage by government departments:Types of emis
314、sionskg CO2 emission from fresh water processing14.1CO2 emission from sewage processing11.6Business air travel by employees:Types of emissionskg CO21,089.0 Total GHG emissions2,563.4 Ocean One Holding Ltd.38Environmental,Social and Governance ReportA1.3 Total hazardous waste producedThe Group does n
315、ot produce hazardous waste.A1.4 Total non-hazardous waste producedThe Group produces non-hazardous waste including mainly paper waste and domestic waste from the office which are centrally collected by the property management company.Non-hazardous waste produced and the intensity Non-hazardous waste
316、 produced Landfill301.8 kgNon-hazardous waste intensity(per employee)17.8 kgA1.5 Measures to mitigate emissions and results achievedTo reduce electricity usage,we limit the air-conditioning hours,maintain suitable indoor temperature and clean regularly the air conditioner and ventilation system.With
317、 regards to logistics,we streamline our warehousing and delivery processes in order to reduce transportation frequency and thereby emissions through the consumption of diesel and petroleum,and our truck drivers strictly comply with the local laws by switching off idling engines of the trucks so as t
318、o reduce harmful effects to the environment.The Group encourages reduction in paper,water and energy usage through recycling of paper and stationery,promotes using electronic documents instead of paper copies,as well as other initiatives such as encourages employees to use video or telephone confere
319、ncing to communicate with other parties in order to minimize traveling and thereby indirectly reduced the corresponding emissions.A1.6 Handlings of hazardous and non-hazardous wastes,reduction initiatives and results achievedThe Group does not produce hazardous waste.The non-hazardous waste produced
320、 by the Group including paper waste and domestic waste are centrally collected and discharged by the property management company of the building.If the wastes are recyclable,the property management company will arrange recyclers to recycle them.A2.Use of ResourcesThe Group has an operation guideline
321、 in place and employees are reminded to switch off all the air conditioners,lights and other equipment before they leave the office.Our lighting and air conditioning systems are divided into different zones which allow us to turn off lighting and air conditioning in certain areas when not in use so
322、as to reduce electricity consumption.The Group uses energy saving lighting equipment such as energy saving light bulbs and LED lighting systems.When purchasing electrical appliances,the Group will preferably purchase products with Grade 1 energy label under the Mandatory Energy Efficiency Labelling
323、Scheme by the Electrical and Mechanical Services Department of Hong Kong.The Group uses reusable pallets whenever possible.Waste paper and cartons that are no longer needed are centrally collected and recycled by the property management company of the building.The Group also regularly reminds employ
324、ees to use double-sided printing and recycled paper,and to minimize printing hardcopies of documents.Used printer cartridges are returned to vendors for recycling.Annual Report 202539Environmental,Social and Governance ReportA2.1 Direct and/or indirect energy consumption by type in total and intensi
325、tyDirect energy consumed by type and intensity Electricity purchased for consumption683,303 kWhkWh per sales output(in ton)201.0 kWh/tonA2.2 Water consumption in total and intensityWater consumed and intensity Annual water consumed(in cubic metres“cbm”)55 cbmWater consumption intensity(per employee)
326、3.2 cbmA2.3 Energy use efficiency initiatives and results achievedThe Group has adopted various operation guidelines to reduce the use of electricity,employees are reminded to switch off all the air conditioners,lights and other equipment before leaving the office;our lighting and air conditioning s
327、ystems are divided into different zones which allow us to turn them off in those areas when not in use;we maintain a suitable indoor temperature and clean the air conditioner and ventilation system regularly;we use energy saving lighting equipment and electrical appliances with high energy efficienc
328、y grade.All these measures have reduced the use of electricity and conserve energy consumption.A2.4 Issue in sourcing water that is fit for purpose,water efficiency initiatives and results achievedAccording to the Groups business nature and operation solely based in Hong Kong,the issue in sourcing w
329、ater that is fit for purpose is not relevant to the Group.The Group requires employees to reduce water consumption at the warehouse and office.For instance,employees are encouraged to turn off water taps upon use,to check faucets and pipes for any potential leakage and to adopt water saving applianc
330、es.A2.5 Total packaging material usedThe Groups annual total packaging material used is approximately 2,702.1 kg,which mainly consists of plastic stretch film,packing tapes and paper carton boxes used to facilitate deliveries to customers.The Group encourages employees to use recycled or renewable m
331、aterial for packaging,and aims to design the packaging to be returnable,reusable,and renewable wherever possible.Ocean One Holding Ltd.40Environmental,Social and Governance ReportA3.The Environment and Natural ResourcesThe Groups major frozen seafood suppliers are mainly located in Japan,China and C
332、anada.To the best of our knowledge,Japan,China and Canada impose certain fishing moratoria and trawling restrictions for preventing overfishing and replenishing marine livestock.The duration of moratoria and restrictions on trawling methods varies between these countries and depending on the territo
333、rial waters concerned.The Group has implemented control procedures to check whether our suppliers who are Seafood Harvesters and Exporters which engage in commercial fishing have complied with the relevant fishing moratoria or trawling restrictions in their respective countries.For suppliers who engage in commercial fishing,we will obtain their legal catch certificates and/or fishing licenses and/
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