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What changed in Raytech Holding Ltd's 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Raytech Holding Ltd's 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+436 added−467 removedSource: 20-F (2025-07-25) vs 20-F (2024-07-30)

Top changes in Raytech Holding Ltd's 2025 20-F

436 paragraphs added · 467 removed · 345 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 ITEM 4. INFORMATION ON THE COMPANY 34 ITEM 4A. UNRESOLVED STAFF COMMENTS 52 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 53 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 72 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 78 ITEM 8. FINANCIAL INFORMATION 81 ITEM 9.
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 ITEM 4. INFORMATION ON THE COMPANY 32 ITEM 4A. UNRESOLVED STAFF COMMENTS 51 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 52 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 71 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 77 ITEM 8. FINANCIAL INFORMATION 80 ITEM 9.
THE OFFER AND LISTING 82 ITEM 10. ADDITIONAL INFORMATION 83 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 91 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 91 PART II 92
THE OFFER AND LISTING 81 ITEM 10. ADDITIONAL INFORMATION 82 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 90 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 90 PART II 91

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

103 edited+21 added−47 removed308 unchanged
Biggest changeNew laws, regulations, and other government directives in mainland China may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may: ● delay or impede our development; ● result in negative publicity or increase our operating costs; ● require significant management time and attention; and/or ● subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.
Biggest changeNew laws, regulations, and other government directives in mainland China may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may: ● delay or impede our development; ● result in negative publicity or increase our operating costs; ● require significant management time and attention; and/or ● subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices. 18 We are aware that recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Members of our management team may in the future be involved in governmental investigations and civil litigations relating to the business affairs of companies with which they are, were or may in the future be affiliated with.
Members of our management team may in the future be involved in governmental investigations and civil litigations relating to the business affairs of companies with which they are, were or may in the future be affiliated with.
Ling’s positions at Zhongshan Raytech and Raytech Holdings Company Limited, on which we rely for manufacturing collaboration, create, or may create the appearance of, conflicts of interest when these officers or directors are faced with decisions that could have different implications for Zhongshan Raytech and Raytech Holdings Company Limited than for us.
Ling’s positions at Zhongshan Raytech, on which we rely for manufacturing collaboration, create, or may create the appearance of, conflicts of interest when these officers or directors are faced with decisions that could have different implications for Zhongshan Raytech and Raytech Holdings Company Limited than for us.
Any such problems in relation to the supply of our products by external manufacturers could have a material adverse impact on our business. Our operating results may fluctuate due to seasonality and other factors. Our sales are subject to certain degree of seasonal fluctuations.
Any such problems in relation to the supply of our products by external manufacturers could have a material adverse impact on our business. Our operating results may fluctuate due to seasonality and other factors. Our sales are subject to a certain degree of seasonal fluctuations.
Additionally, the governmental and regulatory interference could significantly limit or completely hinder Raytech Holding’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. There are political risks associated with conducting business in Hong Kong. Substantially all our operations are based in Hong Kong.
Additionally, governmental and regulatory interference could significantly limit or completely hinder Raytech Holding’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. There are political risks associated with conducting business in Hong Kong. Substantially all our operations are based in Hong Kong.
Furthermore, trading in Raytech Holding’s securities may be prohibited under the HFCA Act if the SEC subsequently determines Raytech Holding’s audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist Raytech Holding’s securities.
Furthermore, trading in Raytech Holding’s securities may be prohibited under the HFCA Act if the SEC subsequently determines Raytech Holding’s audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist Raytech Holding’s securities.
Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September and November 2022.
Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September and November 2022.
On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. On December 29, 2022, the CAA was signed into law by President Biden.
On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. On December 29, 2022, the CAA was signed into law by President Biden.
Raytech Holding has relied on and intends to continue to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governance requirements of the Nasdaq.
Raytech Holding has relied on and intends to continue to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governance requirements of Nasdaq.
Any failure by us to comply with such filing could impact our operations materially and adversely, subject us to order to rectify, warnings and fines, and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless. 24 As of the date of this Annual Report, on the basis that (i) we currently do not have or intend to set up any subsidiary or VIE structure in mainland China, (ii) we do not have any business operations in mainland China, except that we collaborate with manufacturers located in mainland China to manufacture the products, (iii) none of our clients are located in mainland China, and (iv) we possess personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (iv), including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC, we believe, we are currently not required to obtain any permission or approval from the CAC, or other governmental authorities of mainland China to operate our business or to list Raytech Holding’s securities on the U.S. exchanges and to issue securities to foreign investors, nor have we been denied of any permissions or approvals from the authorities of mainland China.
Any failure by us to comply with such filing could impact our operations materially and adversely, subject us to order to rectify, warnings and fines, and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless. 22 As of the date of this Annual Report, on the basis that (i) we currently do not have or intend to set up any subsidiary or VIE structure in mainland China, (ii) we do not have any business operations in mainland China, except that we collaborate with manufacturers located in mainland China to manufacture the products, (iii) none of our clients are located in mainland China, and (iv) we possess personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (iv), including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC, we believe, we are currently not required to obtain any permission or approval from the CAC, or other governmental authorities of mainland China to operate our business or to list Raytech Holding’s securities on the U.S. exchanges and to issue securities to foreign investors, nor have we been denied of any permissions or approvals from the authorities of mainland China.
This may afford less protection to holders of Raytech Holding’s shares. ● If Raytech Holding cannot continue to satisfy the initial listing requirements and other rules of the Nasdaq Capital Market, although it is exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer, Raytech Holding’s securities may be delisted, which could negatively impact the price of Raytech Holding’s securities and your ability to sell them. ● Because our business is conducted in Hong Kong dollars and the price of Raytech Holding’s Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments. ● There can be no assurance that Raytech Holding will not be a passive foreign investment company (“PFIC”), for U.S. federal inco me tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of Raytech Holding’s Ordinary Shares. 5 RISK FACTORS Risks Related to Our Business Changes in capital markets, merger and acquisition activity, legal or regulatory requirements, general economic conditions and monetary or geopolitical disruptions, as well as other factors beyond our control, could reduce demand for our products, in which case our revenues and profitability could decline.
This may afford less protection for holders of Raytech Holding’s shares. ● If Raytech Holding cannot continue to satisfy the initial listing requirements and other rules of the Nasdaq Capital Market, although it is exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer, Raytech Holding’s securities may be delisted, which could negatively impact the price of Raytech Holding’s securities and your ability to sell them. ● Because our business is conducted in Hong Kong dollars and the price of Raytech Holding’s Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments. ● There can be no assurance that Raytech Holding will not be a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of Raytech Holding’s Ordinary Shares. 5 RISK FACTORS Risks Related to Our Business Changes in capital markets, merger and acquisition activity, legal or regulatory requirements, general economic conditions and monetary or geopolitical disruptions, as well as other factors beyond our control, could reduce demand for our products, in which case our revenues and profitability could decline.
As at the date of this Annual Report, neither we nor Pure Beauty own any registered trademarks in any jurisdiction. We intend to register Pure Beauty’s trademarks in Hong Kong to secure trademark protection after seeking professional advice. However, whilst registration will usually confirm ownership and subsistence of rights, some registrations can still be challenged due to prior existing rights.
As of the date of this Annual Report, neither we nor Pure Beauty own any registered trademarks in any jurisdiction. We intend to register Pure Beauty’s trademarks in Hong Kong to secure trademark protection after seeking professional advice. However, whilst registration will usually confirm ownership and subsistence of rights, some registrations can still be challenged due to prior existing rights.
As a result, our business and operating results may be materially and adversely affected. As at the date of this Annual Report, we have been using certain trademarks on Pure Beauty’s daily business operations which are currently registered in Japan and owned by Mr. Ching (the “Japan Pure Beauty Trademarks”).
As a result, our business and operating results may be materially and adversely affected. As of the date of this Annual Report, we have been using certain trademarks on Pure Beauty’s daily business operations which are currently registered in Japan and owned by Mr. Ching (the “Japan Pure Beauty Trademarks”).
For instance, Raytech Holding is not required to: ● have a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act); ● have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors; ● have regularly scheduled executive sessions with only independent directors; or ● have executive sessions of solely independent directors each year.
For instance, Raytech Holding is not required to: ● have a majority of the board be consisted of independent directors (although all of the members of the audit committee must be independent under the Exchange Act); ● have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors; ● have regularly scheduled executive sessions with only independent directors; or ● have executive sessions of solely independent directors each year.
The current contracts we have with Zhongshan Raytech and Zhongshan Leimi were executed on January 1, 2021, automatically renewable on annual basis unless otherwise terminated by either party with a notice given at least six months prior to the expiration of then existing term of the contract.
The current contracts we have with Zhongshan Raytech and Zhongshan Leimi were executed on January 1, 2021, automatically renewable on an annual basis unless otherwise terminated by either party with a notice given at least six months prior to the expiration of then-existing term of the contract.
As we do not carry cybersecurity insurance, we will not be able to mitigate such risks to any third party. Cybersecurity breaches would not only harm our reputation and business, but also could materially decrease our revenue and net income. We cannot assure that we could retain effective intellectual property rights.
As we do not carry cybersecurity insurance, we will not be able to mitigate such risks to any third party. Cybersecurity breaches would not only harm our reputation and business but also could materially decrease our revenue and net income. We cannot assure you that we could retain effective intellectual property rights.
The absence of internal controls over financial reporting may inhibit investors from purchasing Raytech Holding’s Ordinary Shares and may make it more difficult for Raytech Holding to raise funds in a debt or equity financing. Additional material weaknesses or significant deficiencies may be identified in the future.
The absence of internal controls over financial reporting may inhibit investors from purchasing Raytech Holding’s Ordinary Shares and may make it more difficult for Raytech Holding to raise funds in debt or equity financing. Additional material weaknesses or significant deficiencies may be identified in the future.
As at the date of this Annual Report, our two major manufacturers, Zhongshan Raytech and Zhongshan Leimi, have not experienced material impacts imposed by the COVID-19 pandemic. Further, we rely on our manufacturers’ representations of product quality, safety and compliance with applicable laws and standards.
As of the date of this Annual Report, our two major manufacturers, Zhongshan Raytech and Zhongshan Leimi, have not experienced material impacts imposed by the COVID-19 pandemic. Further, we rely on our manufacturers’ representations of product quality, safety and compliance with applicable laws and standards.
Any of these events could adversely affect our competitive advantage and market share, which in turn could materially and adversely affect our business, financial condition and results of operation. 16 We rely on external manufacturers for production of all of our products. We do not have any production facilities or production lines of our own.
Any of these events could adversely affect our competitive advantage and market share, which in turn could materially and adversely affect our business, financial condition and results of operation. We rely on external manufacturers for production of all of our products. We do not have any production facilities or production lines of our own.
This may make comparison of Raytech Holding’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
This may make comparison of Raytech Holding’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used.
In addition, our manufacturers may face supply chain risks and constraints of their own, which may impact the availability and pricing of our products and delay for the deliveries of our products. 7 Risks associated with our major manufacturers in mainland China could adversely affect our business, financial condition and results of operations.
In addition, our manufacturers may face supply chain risks and constraints of their own, which may impact on the availability and pricing of our products and delay for the deliveries of our products. 7 Risks associated with our major manufacturers in mainland China could adversely affect our business, financial condition and results of operations.
In addition, Raytech Holding will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose.
In addition, Raytech Holding is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose.
However, if there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in mainland China and we cannot assure you that Raytech Holding’s auditor’s work will continue to be able to be inspected by the PCAOB. 28 As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S.
However, if there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in mainland China and we cannot assure you that Raytech Holding’s auditor’s work will continue to be able to be inspected by the PCAOB. 26 As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S.
Any such investigations or litigations may divert our management team’s attention and resources away from managing our business affairs and operations, may be detrimental to our reputation, and thus may negatively affect our business and financial performance. 14 If Raytech Holding becomes directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter, which could harm our business operations, stock price and reputation and could result in a loss of your investment in Raytech Holding’s stock, especially if such matter cannot be addressed and resolved favorably.
Any such investigations or litigations may divert our management team’s attention and resources away from managing our business affairs and operations, may be detrimental to our reputation, and thus may negatively affect our business and financial performance. 12 If Raytech Holding becomes directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter, which could harm our business operations, stock price and reputation and could result in a loss of your investment in Raytech Holding’s stock, especially if such matter cannot be addressed and resolved favorably.
Our reputation is crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our business, financial condition and results of operations. Our reputation, which depends on earning and maintaining the trust and confidence of our current or potential customers, is critical to our business.
Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our business, financial condition and results of operations. Our reputation, which depends on earning and maintaining the trust and confidence of our current or potential customers, is critical to our business.
We do not compete against the same companies for all of our products and services or in all geographic regions. Instead, we compete with different companies or businesses of companies depending on the particular types of requested products and services and the location of the customer or delivery of the products and services. Our operations are highly competitive.
We do not compete against the same companies for all of our products and services or in all geographic regions. Instead, we compete with different companies depending on the particular types of requested products and services and the location of the customer or delivery of the products and services. Our operations are highly competitive.
We believe that, as of the date of this Annual Report, on the basis that (i) we currently do not have or intend to set up any subsidiary or VIE structure in mainland China, and we do not have any business operations in mainland China, except that we collaborate with manufacturers located in mainland China to manufacture our products, (iii) none of our and our subsidiary’s clients are located in mainland China, and (iv) we and our subsidiary possess personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (iv), including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC, we do not expect to be materially affected by recent statements by the government of mainland China indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers.
We believe that, as of the date of this Annual Report, on the basis that (i) we currently do not have or intend to set up any subsidiary or VIE structure in mainland China, and we do not have any business operations in mainland China, except that we collaborate with manufacturers located in mainland China to manufacture our products, (iii) none of our and our subsidiaries’ clients are located in mainland China, and (iv) we and our subsidiaries possess personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (iv), including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC, we do not expect to be materially affected by recent statements by the government of mainland China indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers.
As a result of all of the above, public shareholders may have more difficulties in protecting their interests in the face of actions taken by Raytech Holding’s management, or members of its board of directors, than they would as public shareholders of a company incorporated in the United States. 32 As a foreign private issuer, Raytech Holding is permitted to, and it will, rely on exemptions from certain Nasdaq Stock Exchange corporate governance standards applicable to domestic U.S. issuers.
As a result of all of the above, public shareholders may have more difficulties in protecting their interests in the face of actions taken by Raytech Holding’s management, or members of its board of directors, than they would as public shareholders of a company incorporated in the United States. 30 As a foreign private issuer, Raytech Holding is permitted to, and it will, rely on exemptions from certain Nasdaq Stock Exchange corporate governance standards applicable to domestic U.S. issuers.
If Raytech Holding identifies such issues or if Raytech Holding is unable to produce accurate and timely financial statements, its stock price may decline and it may be unable to maintain compliance with the Nasdaq Listing Rules. 18 If Raytech Holding ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting and other expenses that it would not incur as a foreign private issuer.
If Raytech Holding identifies such issues or if Raytech Holding is unable to produce accurate and timely financial statements, its stock price may decline, and it may be unable to maintain compliance with the Nasdaq Listing Rules. 16 If Raytech Holding ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting and other expenses that it would not incur as a foreign private issuer.
Changes in the conversion rate between the United States dollar and the Hong Kong dollar will affect that amount of proceeds Raytech Holding will have available for our business. 33 There can be no assurance that Raytech Holding will not be a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of Raytech Holding’s Ordinary Shares.
Changes in the conversion rate between the United States dollar and the Hong Kong dollar will affect that amount of proceeds Raytech Holding will have available for our business. 31 There can be no assurance that Raytech Holding will not be a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of Raytech Holding’s Ordinary Shares.
Raytech Holding’s Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.
Raytech Holding’s Ordinary Shares are thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.
Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, reputational damage as well as legal proceedings or actions against us, which may have material adverse effect on our business, financial condition or results of operations. 23 In addition, on December 24, 2021, the CSRC issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (the “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively, the Draft Rules Regarding Overseas Listings.
Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, reputational damage as well as legal proceedings or actions against us, which may have a material adverse effect on our business, financial condition or results of operations. 21 In addition, on December 24, 2021, the CSRC issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (the “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively, the Draft Rules Regarding Overseas Listings.
While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within mainland China may further increase difficulties faced by you in protecting your interests. 27 Our principal business operation is conducted in Hong Kong.
While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within mainland China may further increase difficulties faced by you in protecting your interests. 25 Our principal business operation is conducted in Hong Kong.
We currently have two major customers: (i) Koizumi Seiki Corp., a Japanese company, having been doing business for over 300 years since 1716, which is one of the leading corporations specialized in small appliance market in Japan; the current contract we have with Koizumi Seiki Corp. was executed on July 1, 2014, automatically renewable on annual basis unless otherwise terminated by either party with a notice given at least six months prior to the expiration of then existing term of the contract; and (ii) S***, Inc., a U.S. home appliance manufacturer.
We currently have two major customers: (i) Koizumi Seiki Corp., a Japanese company, having been doing business for over 300 years since 1716, which is one of the leading corporations specialized in small appliance market in Japan; the current contract we have with Koizumi Seiki Corp. was executed on July 1, 2014, automatically renewable on annual basis unless otherwise terminated by either party with a notice given at least six months prior to the expiration of then existing term of the contract; and (ii) another customer, a U.S. home appliance manufacturer.
The market price of Raytech Holding’s Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance. 29 The SEC is assessing how to implement other requirements of the AHFCAA, including the listing and trading prohibition requirements described above.
The market price of Raytech Holding’s Ordinary Shares could be adversely affected as a result of the anticipated negative impacts of these executive or legislative actions upon, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance. 27 The SEC is assessing how to implement other requirements of the AHFCAA, including the listing and trading prohibition requirements described above.
Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Raytech Holding. 31 If securities or industry analysts do not publish research or reports about Raytech Holding’s business, or if they publish a negative report regarding Raytech Holding’s Ordinary Shares, the price of Raytech Holding’s Ordinary Shares and trading volume could decline.
Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Raytech Holding. 29 If securities or industry analysts do not publish research or reports about Raytech Holding’s business, or if they publish a negative report regarding Raytech Holding’s Ordinary Shares, the price of Raytech Holding’s Ordinary Shares and trading volume could decline.
There is also the possibility that we may not be able to obtain or maintain such approval, complete such procedure or that we inadvertently concluded that such approval or procedure was not required.
There is also the possibility that we may not be able to obtain or maintain such approval, complete such procedures or that we inadvertently concluded that such approval or procedure was not required.
However, as the Archives Rules was newly published, there are substantial uncertainties as to the implementation and interpretation, if we are required to perform additional procedures in connection with the provision of accounting archives or other documents, we cannot assure you that we will be able to fulfill such procedures in a timely manner, or even at all.
However, as the Archives Rules were newly published, there are substantial uncertainties as to the implementation and interpretation, if we are required to perform additional procedures in connection with the provision of accounting archives or other documents, we cannot assure you that we will be able to fulfill such procedures in a timely manner, or even at all.
We rely on a limited number of manufacturers who are responsible for manufacturing hair care and skincare products. For the years ended March 31, 2024 and 2023, we relied on two major manufacturers, (i) Zhongshan Raytech Electrical Appliances Manufacturing Co. Ltd. (“Zhongshan Raytech”), a factory located in Zhongshan, China, and is owned by Mr.
We rely on a limited number of manufacturers who are responsible for manufacturing hair care and skincare products. For the years ended March 31, 2025 and 2024, we relied on two major manufacturers, (i) Zhongshan Raytech Electrical Appliances Manufacturing Co. Ltd. (“Zhongshan Raytech”), a factory located in Zhongshan, China, and is owned by Mr.
We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, copyrights, know-how or other intellectual property rights held by third parties. We may be from time to time in the future subject to legal proceedings and claims relating to the intellectual property rights of others.
We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, copyrights, know-how or other intellectual property rights held by third parties. We may be subjected from time to time in the future to legal proceedings and claims relating to the intellectual property rights of others.
If the strategies of the brand owners turn out to be unsuccessful or due to any other reasons the marketability of the brands falls substantially, the profitability of our business would be materially and adversely affected. We cannot assure that our products can meet consumer preferences and needs, and will continue to gain market acceptance and secure market share.
If the strategies of the brand owners turn out to be unsuccessful or due to any other reason the marketability of the brands falls substantially, the profitability of our business would be materially and adversely affected. We cannot assure that our products can meet consumer preferences and needs, and will continue to gain market acceptance and secure market share.
The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial decline in their trading prices.
The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, a substantial decline in their trading prices.
If any of our major largest customers stop coming to us for customized products, such suspension would materially negatively affect our revenues, results of operations and financial condition. We rely on a limited number of manufactures, some of which we are affiliated with. A loss of any of these manufactures could significantly negatively affect our business.
If any of our major largest customers stop coming to us for customized products, such suspension would materially negatively affect our revenues, results of operations and financial condition. We rely on a limited number of manufacturers, some of which we are affiliated with. A loss of any of these manufacturers could significantly negatively affect our business.
These potential conflicts could arise, for example, over matters such as the desirability of changes in our business and operations, funding and capital matters, regulatory matters, and contractual arrangements. 15 Our employees may leave to form or join competitors, and we may not have, or may choose not to pursue, legal recourse against such professionals.
These potential conflicts could arise, for example, over matters such as the desirability of changes in our business and operations, funding and capital matters, regulatory matters, and contractual arrangements. 13 Our employees may leave to form or join competitors, and we may not have, or may choose not to pursue, legal recourse against such professionals.
We currently do not have or intend to set up any subsidiary in mainland China, or do not foresee the need to enter into any contractual arrangements with a VIE to establish a VIE structure in mainland China. For the fiscal years ended March 31, 2024, and 2023, we generated all our revenues from Hong Kong.
We currently do not have or intend to set up any subsidiary in mainland China, or do not foresee the need to enter into any contractual arrangements with a VIE to establish a VIE structure in mainland China. For the fiscal years ended March 31, 2025, and 2024, we generated all our revenues from Hong Kong.
For the years ended March 31, 2024 and March 31, 2023, our revenue was attributed to sales of branded products sourced from brand owners by our customers in Japan, U.S., Europe and Australia. Our business and sales are heavily dependent on the market receptiveness of, and demand for, the products being provided by various brand owners.
For the years ended March 31, 2025 and March 31, 2024, our revenue was attributed to sales of branded products sourced from brand owners by our customers in Japan, U.S., Europe and Australia. Our business and sales are heavily dependent on the market receptiveness of, and demand for, the products being provided by various brand owners.
In addition to the risks described above, we are subject to general risks and uncertainties related to our Ordinary Shares, including, but not li mited to, the following: ● Although the audit report included in this Annual Report is prepared by U.S. auditors who are subject to PCAOB inspections on a regular basis, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection.
In addition to the risks described above, we are subject to general risks and uncertainties related to our Ordinary Shares, including, but not limited to, the following: ● Although the audit report included in this Annual Report is prepared by U.S. auditors who are subject to PCAOB inspections on a regular basis, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection.
Raytech Holding is a holding company incorporated in the British Virgin Islands, and it may rely on dividends and other distributions on equity paid by its subsidiary for its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to Raytech Holding’s shareholders and service any debt it may incur.
Raytech Holding is a holding company incorporated in the British Virgin Islands, and it may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to Raytech Holding’s shareholders and service any debt it may incur.
However, in connection with the audits of Raytech Holding’s consolidated financial statements as of March 31, 2024 and 2023, Raytech Holding and its independent registered public accounting firm identified material weaknesses in Raytech Holding’s internal control over financial reporting as well as other control deficiencies for the above mentioned periods.
However, in connection with the audits of Raytech Holding’s consolidated financial statements as of March 31, 2025 and 2024, Raytech Holding and its independent registered public accounting firm identified material weaknesses in Raytech Holding’s internal control over financial reporting as well as other control deficiencies for the above-mentioned periods.
For a more detailed discussion of the application of the PFIC rules to Raytech Holding and the consequences to U.S. taxpayers if Raytech Holding were or are determined to be a PFIC, see “Taxation— Passive Foreign Investment Company.” beginning on page 87 of this Annual Report.
For a more detailed discussion of the application of the PFIC rules to Raytech Holding and the consequences to U.S. taxpayers if Raytech Holding were or are determined to be a PFIC, see “Taxation— Passive Foreign Investment Company.” beginning on page 86 of this Annual Report.
As an example, the COVID-19 pandemic could adversely impact such manufacturers facilities and operations due to extended holidays, factory closures and risks of labor shortages, among other things, which may materially and adversely affect our business, financial condition and results of operations.
As an example, the COVID-19 pandemic could adversely impact such manufacturer facilities and operations due to extended holidays, factory closures and risks of labor shortages, among other things, which may materially and adversely affect our business, financial condition and results of operations.
Any limitation on the ability of Raytech Holding’s Hong Kong subsidiary to pay dividends or make other distributions to Raytech Holding could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to Raytech Holding’s business, pay dividends, or otherwise fund and conduct its business.
Any limitation on the ability of Raytech Holding’s Hong Kong subsidiaries to pay dividends or make other distributions to Raytech Holding could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to Raytech Holding’s business, pay dividends, or otherwise fund and conduct its business.
If the CSRC, the state secret protection regulator or any other relevant government regulator require that we obtain approval or complete relevant procedure prior to the completion of any future of our securities, such offering will be delayed until we have obtained such approval or completed such procedure.
If the CSRC, the state secret protection regulator or any other relevant government regulator requires that we obtain approval or complete relevant procedure prior to the completion of any future of our securities, such offering will be delayed until we have obtained such approval or completed such procedure.
A broad or active public trading market for Raytech Holding’s Ordinary Shares may not develop or be sustained. 30 The market price for our shares may be volatile. The trading prices of our Ordinary Shares are likely to be volatile and could fluctuate widely due to factors beyond our control.
A broad or active public trading market for Raytech Holding’s Ordinary Shares may not develop or be sustained. 28 The market price for our shares may be volatile. The trading prices of our Ordinary Shares are likely to be volatile and could fluctuate widely due to factors beyond our control.
The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. Raytech Holding’s auditor is based in the United States, and therefore is not currently subject to the determinations announced by the PCAOB on December 16, 2021.
The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. Raytech Holding’s auditor is based in the Singapore and therefore is not currently subject to the determinations announced by the PCAOB on December 16, 2021.
Risks Related to Raytech Holding’s Ordinary Shares Although the audit report included in this Annual Report is prepared by U.S. auditors who are subject to PCAOB inspections on a regular basis, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection.
Risks Related to Our Ordinary Shares Although the audit report included in this Annual Report is prepared by U.S. auditors who are subject to PCAOB inspections on a regular basis, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection.
Data processor means an individual or organization that independently makes decisions on the purpose and manner of processing in data processing activities, and data processing activities refers to activities such as the collection, retention, use, processing, transmission, provision, disclosure, or deletion of data.
Data processor means an individual or organization that independently makes decisions on the purpose and manner of processing in data processing activities, and data processing activities refer to activities such as the collection, retention, use, processing, transmission, provision, disclosure, or deletion of data.
Furthermore, our manufacturers operations may be adversely affected by political and financial instability, resulting in the disruption of trade from exporting countries and regions, restrictions on the transfer of funds or other trade disruptions.
Furthermore, our manufacturer operations may be adversely affected by political and financial instability, resulting in the disruption of trade from exporting countries and regions, restrictions on the transfer of funds or other trade disruptions.
Ling, currently serve as, and will continue to serve as (i) Executive Director and Supervisor respectively of one of our collaborating manufacturers, Zhongshan Raytech, and (ii) Director and Assistant to CEO respectively of Raytech Holdings Company Limited,. Mr. Ching’s positions at and ownership of Zhongshan Raytech and Raytech Holdings Company Limited, and Mr.
Ling, currently serve as, and will continue to serve as (i) Executive Director and Supervisor respectively of one of our collaborating manufacturers, Zhongshan Raytech, and (ii) Director of Raytech Holdings Company Limited. Mr. Ching’s positions at and ownership of Zhongshan Raytech and Raytech Holdings Company Limited, and Mr.
This may afford less protection to holders of our shares. Raytech Holding is exempted from certain corporate governance requirements of the Nasdaq listing rules by virtue of being a foreign private issuer.
This may afford less protection for holders of our shares. Raytech Holding is exempted from certain corporate governance requirements of the Nasdaq listing rules by virtue of being a foreign private issuer.
If any of Raytech Holding’s subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to Raytech Holding. 17 Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.
If any of Raytech Holding’s subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to Raytech Holding. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.
Any adverse change in the economic conditions in mainland China, policies of the government or laws and regulations in mainland China could have a material adverse effect on the overall economic growth of China and, in turn, on the business of our major manufactures in mainland China.
Any adverse change in the economic conditions in mainland China, policies of the government or laws and regulations in mainland China could have a material adverse effect on the overall economic growth of China and, in turn, on the business of our major manufacturers in mainland China.
We may not be able to grow at the historical rate of growth, and if we fail to manage our growth effectively, our business may be materially and adversely affected. We anticipate significant continuing growth in the foreseeable future.
We may not be able to continue to grow at our historical rate of growth, and if we fail to manage our growth effectively, our business may be materially and adversely affected. We anticipate continuing growth in the foreseeable future.
The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiary. On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law.
The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiaries. On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law.
Some of our competitors have significantly more financial resources, a larger national or international presence, larger professional staffs and greater brand recognition than we do. Some have lower overhead and other costs.
Some of our competitors have significantly more financial resources, a larger national or international presence, larger professional staff and greater brand recognition than we do. Some have lower overhead and other costs.
These developments could add uncertainties to Raytech Holding’s business operations, share price and reputation. ● Raytech Holding’s Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your Ordinary Shares to raise money or otherwise desire to liquidate your shares. ● The market price for our shares may be volatile. ● Substantial future sales of Raytech Holding’s Ordinary Shares or the anticipation of future sales of Raytech Holding’s Ordinary Shares in the public market could cause the price of Raytech Holding’s Ordinary Shares to decline. ● Raytech Holding does not intend to pay dividends for the foreseeable future. ● If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding Raytech Holding’s Ordinary Shares, the price of Raytech Holding’s Ordinary Shares and trading volume could decline. ● Raytech Holding may experience extreme stock price, making it difficult for prospective investors to assess the rapidly changing value of Raytech Holding’s Ordinary Shares, and such volatility may subject Raytech Holding to securities litigation. ● You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because Raytech Holding is incorporated under British Virgin Islands law. ● As a foreign private issuer, Raytech Holding is permitted to, and Raytech Holding will, rely on exemptions from certain Nasdaq Stock Exchange corporate governance standards applicable to domestic U.S. issuers.
These developments could add uncertainties to Raytech Holding’s business operations, share price and reputation. ● Raytech Holding’s Ordinary Shares are thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares. ● The market price for our shares may be volatile. ● Substantial future sales of Raytech Holding’s Ordinary Shares or the anticipation of future sales of Raytech Holding’s Ordinary Shares in the public market could cause the price of Raytech Holding’s Ordinary Shares to decline. ● Raytech Holding does not intend to pay dividends for the foreseeable future. ● If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding Raytech Holding’s Ordinary Shares, the price of Raytech Holding’s Ordinary Shares and trading volume could decline. ● Raytech Holding may experience extreme stock price volatility unrelated to its actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of Raytech Holding’s Ordinary Shares, and such volatility may subject Raytech Holding to securities litigation. ● You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because Raytech Holding is incorporated under British Virgin Islands law. ● As a foreign private issuer, Raytech Holding is permitted to, and Raytech Holding will, rely on exemptions from certain Nasdaq Stock Exchange corporate governance standards applicable to domestic U.S. issuers.
Notwithstanding the foregoing, in the future, if there is any regulatory change or step taken by PRC regulators that does not permit WWC, P.C. to provide audit work papers located in mainland China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, the trading in Raytech Holding’s securities may be prohibited under the HFCA Act, ultimately resulting in a determination by a securities exchange to delist our securities.
Notwithstanding the foregoing, in the future, if there is any regulatory change or step taken by PRC regulators that does not permit Assentsure PAC to provide audit work papers located in mainland China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, the trading in Raytech Holding’s securities may be prohibited under the HFCA Act, ultimately resulting in a determination by a securities exchange to delist our securities.
As a foreign private issuer, Raytech Holding will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and Raytech Holding’s officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
As a foreign private issuer, Raytech Holding is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and Raytech Holding’s officers, directors and principal shareholders is exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
Nonetheless, if the authorized PRC regulatory body subsequently determines that we are required to go through such cybersecurity review or if any other PRC government authorities promulgate any interpretation or implementation rules before Raytech Holding’s listing that would require us to go through a cybersecurity review for any future offering of our securities, we may fail to complete such cybersecurity review procedures in a timely manner, or at all.
Nonetheless, if the authorized PRC regulatory body subsequently determines that we are required to go through such cybersecurity review or if any other PRC government authorities promulgate any interpretation or implementation rules before Raytech Holding’s listing that would require us to go through a cybersecurity review for any offering, we may fail to complete such cybersecurity review procedures in a timely manner, or at all.
The government of China also has significant authority to exert influence on the ability of a China-based company, such as our manufactures, to conduct their business.
The government of China also has significant authority to exert influence on the ability of a China-based company, such as our manufacturers, to conduct their business.
Currently we do not expect the Review Measures to have an impact on the business and operations of Raytech Holding’s Hong Kong subsidiary, Pure Beauty or any future offering, because (i) Pure Beauty is incorporated and operating in Hong Kong without any subsidiary or VIE structure in mainland China, and it is unclear whether the Review Measures shall be applied to a Hong Kong company; (ii) as of the date of this Annual Report, Pure Beauty has not collected and stored personal information of any individual customers of mainland China and possesses personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (ii), including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC; and (iii) as of the date of this Annual Report, Pure Beauty has not been informed by any governmental authority of mainland China of any requirement that it file for a cybersecurity review for its IPO or any future offering.
Currently we do not expect the Review Measures to have an impact on the business and operations of Raytech Holding’s Hong Kong subsidiaries, Pure Beauty and Raytech Innovation, or any offering, because (i) Our Hong Kong subsidiaries are incorporated and operating in Hong Kong without any subsidiary or VIE structure in mainland China, and it is unclear whether the Review Measures shall be applied to a Hong Kong company; (ii) as of the date of this annual report, Pure Beauty has not collected and stored personal information of any individual customers of mainland China and possesses personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (ii), including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC; and (iii) as of the date of this annual report, neither Pure Beauty nor Raytech Innovation has not been informed by any governmental authority of mainland China of any requirement that it file for a cybersecurity review for the offering.
Item 3. Key Information— Risk Factors — Risks Related to Our Ordinary Shares ” starting on page 28 of this Annual Report.
Item 3. Key Information— Risk Factors — Risks Related to Our Ordinary Shares ” starting on page 26 of this Annual Report.
If our Hong Kong subsidiary is determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected. 21 The PRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our operations and/or the value of Raytech Holding’s Ordinary Shares.
If our Hong Kong subsidiaries are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected. 19 The PRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our operations and/or the value of Raytech Holding’s Ordinary Shares.
See “ Item 10 – Additional Information – E. Taxation — Hong Kong Profits Taxation” on page 89 of this Annual Report.
See “ Item 10 – Additional Information – E. Taxation — Hong Kong Profits Taxation” on page 88 of this Annual Report.
Raytech Holding’s principal shareholders have substantial influence over Raytech Holding and their interests may not be aligned with the interests of Raytech Holding’s other shareholders. Mr. Ching Tim Hoi is currently the beneficial owner of 12,800,000 Ordinary Shares or 72.6% of Raytech Holding’s outstanding Ordinary Shares. Mr.
Raytech Holding’s principal shareholders have substantial influence over Raytech Holding and their interests may not be aligned with the interests of Raytech Holding’s other shareholders. Mr. Ching Tim Hoi is currently the beneficial owner of 12,800,000 Ordinary Shares or 29.4% of Raytech Holding’s outstanding Ordinary Shares. Mr.
Raytech Holding will incur increased costs as a result of being a public company, particularly after Raytech Holding ceases to qualify as an “emerging growth company.” Raytech Holding will incur significant legal, accounting and other expenses as a public company that Raytech Holding did not incur as a private company.
Raytech Holding incurs increased costs as a result of being a public company which will increase after Raytech Holding ceases to qualify as an “emerging growth company.” Raytech Holding incurs significant legal, accounting and other expenses as a public company that Raytech Holding did not incur as a private company.
Raytech Holding’s Ordinary Shares may be “thinly-traded”, meaning that the number of persons interested in purchasing Raytech Holding’s Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent.
Raytech Holding’s Ordinary Shares may be thinly traded, meaning that the number of persons interested in purchasing Raytech Holding’s Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent.
In addition, Raytech Holding intends to implement other measures designed to improve its internal control over financial reporting to address the underlying causes of these material weaknesses, including i) hiring more qualified staff to fill up the key roles in the operations; and ii) setting up a financial and system control framework with formal documentation of polices and controls in place .
In addition, Raytech Holding is actively implementing other measures designed to improve its internal control over financial reporting to address the underlying causes of these material weaknesses, including i) hiring more qualified staff to fill up the key roles in the operations; and ii) setting up a financial and system control framework with formal documentation of policies and controls in place.
We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, wars, riots, terrorist attacks or similar events may give rise to supply chain disruptions, shipment delays, manufacturing breakdowns, and demand shifts, which could cause adversely affect our ability to provide products and services to our customers.
Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, wars, riots, terrorist attacks or similar events may give rise to supply chain disruptions, shipment delays, manufacturing breakdowns, and demand shifts, which could cause adversely affect our ability to provide products and services to our customers.
Such outbreaks could severely disrupt our operations and adversely affect our business, financial condition and results of operations. Our headquarter is located in Hong Kong, where our management and employees currently reside.
Such outbreaks could severely disrupt our operations and adversely affect our business, financial condition and results of operations. Our headquarters are located in Hong Kong, where our management and employees currently reside.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

5 edited+2 added−0 removed7 unchanged
Biggest changeIn June 2022, Raytech Holding was incorporated under the laws of the British Virgin Islands with the sole purpose being a holding company of Pure Beauty. Upon incorporation, Raytech Holding issued 100 founder shares of ordinary share, par value $1.00 per share, to Mr. Ching (90 shares) and other minority shareholders (collectively 10 shares) at $1.00 per share.
Biggest changeIn June 2022, Raytech Holding was incorporated under the laws of the British Virgin Islands with the sole purpose being a holding company of Pure Beauty. Upon incorporation, Raytech Holding issued 100 ordinary shares, par value $1.00 per share, to its founders, including Mr. Ching (90 shares) and other minority shareholders (collectively 10 shares) at $1.00 per share.
In September 2022, Mr. Ching subsequently transferred 5 shares of Raytech Holding to APTC Holdings Limited, a British Virgin Islands company, and 5 shares of Raytech Holding to Mr. Chun Yin Ling, a director of Raytech Holding and the Assistant to CEO of Pure Beauty at $1.00 per share.
In September 2022, Mr. Ching subsequently transferred 5 shares of Raytech Holding to APTC Holdings Limited, a British Virgin Islands company, and 5 shares of Raytech Holding to Mr. Ling Chun Yin, a director of Raytech Holding and the Assistant to CEO of Pure Beauty at $1.00 per share.
Item 4. INFORMATION ON THE COMPANY A. History and Development of the Company Pure Beauty was incorporated under the laws of Hong Kong with limited liability on April 15, 2013 and Raytech Holding’s Chairman and CEO, Mr. Ching is the founder. In order to prepare for the IPO of the Company, a series of restructure actions have been taken.
Item 4. INFORMATION ON THE COMPANY A. History and Development of the Company Pure Beauty was incorporated under the laws of Hong Kong with limited liability on April 15, 2013 and Raytech Holding’s Chairman and CEO, Mr. Ching is the founder. In order to prepare for the IPO of the Company, a series of restructuring actions have been taken.
LOOK Wai Yi transferred 800,000 Ordinary Shares to Ace Challenger Limited, a British Virgin Islands company, at $0.00000625 per share. 34 On May 17, 2024, we consummated the IPO of 1,500,000 Ordinary Shares (the “IPO Shares”).
LOOK Wai Yi transferred 800,000 Ordinary Shares to Ace Challenger Limited, a British Virgin Islands company, at $0.00000625 per share. 32 On May 17, 2024, we consummated the IPO of 1,500,000 Ordinary Shares (the “IPO Shares”).
The Company completed the IPO on a firm commitment basis pursuant to the Company’s registration statement on Form F-1, as amended (File No. 333-275197) (the “F-1”), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on May 13, 2024. The IPO Shares were priced at a price of $4.00 per share.
The Company completed the IPO on a firm commitment basis pursuant to the Company’s registration statement on Form F-1, as amended (File No. 333-275197) (the “F-1”), filed with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on May 13, 2024. The IPO Shares were priced at a price of $4.00 per share.
Added
On May 6, 2025, the Company established a new, directly wholly-owned subsidiary, Raytech Innovation Limited (or “Raytech Innovation”), incorporated in Hong Kong. As of the date of this annual report, Raytech Innovation Limited has not commenced operations and has no assets.
Added
On June 30, 2025, the Company’s registration statement on Form F-1 (SEC File No. 333-287842) relating to a follow-on offering (the “Follow-On Offering”) of up to 25,985,000 Ordinary Shares was declared effective by the SEC. On July 1, 2025, the Follow-On Offering was closed with 25,985,000 Ordinary Shares issued at a public offering price of $0.20 per ordinary share.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

97 edited+9 added−18 removed84 unchanged
Biggest changeFor the years ended March 31, 2023 2024 HKD % of revenue HKD US$ % of revenue Revenue 45,518,239 100.0 % 66,972,301 8,557,776 100.0 % Operating Expenses Merchandise costs (34,046,287 ) (74.8 )% (52,067,436 ) (6,653,220 ) (77.7 )% Selling, general and administrative expenses (4,277,677 ) (9.4 )% (3,545,369 ) (453,030 ) (5.3 )% Total operating expenses (38,323,964 ) (84.2 )% (55,612,805 ) (7,106,250 ) (83.0 )% Income from operations 7,194,275 15.8 % 11,359,496 1,451,526 17.0 % Interest income 143,352 0.3 % 1,416,354 180,983 2.1 % Interest expense (7,151 ) * (2,028 ) (259 ) * Gain (loss) from foreign currency exchange 143,450 0.3 % (20,846 ) (2,664 ) * Other income, net - * 818 105 * Total other income, net 279,651 0.6 % 1,394,298 178,165 2.1 % Income before income taxes 7,473,926 16.4 % 12,753,794 1,629,691 19.0 % Income tax expense (1,181,056 ) (2.6 )% (2,817,000 ) (359,959 ) (4.2 )% Net income 6,292,870 13.8 % 9,936,794 1,269,732 14.8 % * Less than 0.1% 64 Revenue For the years ended March 31, 2022 2023 2024 2024 HKD HKD HKD US$ Sales of products Hair styling series 17,292,889 28,202,591 31,833,932 4,067,766 Trimmer series 9,759,312 8,573,741 22,684,148 2,898,599 Eyelash curler 1,853,553 1,407,342 804,863 102,846 Neck care series 6,816,250 - - - Nail care series 3,155,090 1,217,577 1,413,106 180,568 Other personal care appliances 6,228,823 2,981,513 3,230,238 412,763 45,105,917 42,382,764 59,966,287 7,662,542 Sales of tooling - 3,135,475 7,006,014 895,234 Total 45,105,917 45,518,239 66,972,301 8,557,776 For the years ended March 31, 2022, 2023 and 2024, we generated our revenue primarily through sales of personal care products.
Biggest changeFor the years ended March 31, 2023 2024 HKD % of revenue HKD US$ % of revenue Revenue 45,518,239 100.0 % 66,972,301 8,557,776 100.0 % Operating Expenses Merchandise costs (34,046,287 ) (74.8 )% (52,067,436 ) (6,653,220 ) (77.7 )% Selling, general and administrative expenses (4,277,677 ) (9.4 )% (3,545,369 ) (453,030 ) (5.3 )% Total operating expenses (38,323,964 ) (84.2 )% (55,612,805 ) (7,106,250 ) (83.0 )% Income from operations 7,194,275 15.8 % 11,359,496 1,451,526 17.0 % Interest income 143,352 0.3 % 1,416,354 180,983 2.1 % Interest expense (7,151 ) * (2,028 ) (259 ) * Gain (loss) from foreign currency exchange 143,450 0.3 % (20,846 ) (2,664 ) * Other income, net - * 818 105 * Total other income, net 279,651 0.6 % 1,394,298 178,165 2.1 % Income before income taxes 7,473,926 16.4 % 12,753,794 1,629,691 19.0 % Income tax expense (1,181,056 ) (2.6 )% (2,817,000 ) (359,959 ) (4.2 )% Net income 6,292,870 13.8 % 9,936,794 1,269,732 14.8 % * Less than 0.1% For the year ended March 31, 2024 compared to year ended March 31, 2025 The following table sets forth a summary of the consolidated results of operations of us for the periods indicated, both in absolute amount and as a percentage of its total revenues.
Holiday pay should be paid to the employee whose continuous employment contract is not less than three months immediately preceding a statutory holiday is entitled to the holiday pay. An employee is entitled to a paid annual leave after having been employed under a continuous employment contract for every 12 months.
Holiday pay should be paid to the employee whose continuous employment contract is not less than three months immediately preceding a statutory holiday is entitled to the holiday pay. An employee is entitled to paid annual leave after having been employed under a continuous employment contract for every 12 months.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits. Quantitative and Qualitative Disclosure About Market Risk Credit risk Our assets that are potentially subject to a significant concentration of credit risk primarily consist of cash and accounts receivable.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits. Quantitative and Qualitative Disclosure About Market Risk Credit risk Our assets that are potentially subject to a significant concentration of credit risk primarily consist of cash and cash equivalents and accounts receivable.
Leveraging our substantial experience and expertise in the personal care electrical appliances industry, we believe e we are well positioned to maintain our relationship with our current customers, and we have engaged with new customer to expand our market share in the U.S., UK, Europe, Australia and other Asian markets in the near future.
Leveraging our substantial experience and expertise in the personal care electrical appliances industry, we believe we are well positioned to maintain our relationship with our current customers, and we have engaged with new customer to expand our market share in the U.S., UK, Europe, Australia and other Asian markets in the near future.
The increase was principally driven by a significant increase in sales in our hair styling series and new tooling revenue generated from manufacturing multiple tools, molds and assembly equipment as part of tooling program for our customers, which are mostly driven by engaging new customers.
The increase was principally driven by a significant increase in sales in our hair styling series, trimmer series and new tooling revenue generated from manufacturing multiple tools, molds and assembly equipment as part of tooling program for our customers, which are mostly driven by engaging new customers.
Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. 62 On December 18, 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes.
Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. 61 On December 18, 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes.
Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. 58 Leases The Company determines if an arrangement is a lease at inception.
Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. 57 Leases The Company determines if an arrangement is a lease at inception.
Impairment for long-lived assets Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable.
Impairment for long-lived assets Long-lived assets, including plant and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable.
As of March 31, 2023 and 2024, no allowance was deemed necessary. Deferred initial public offering (“IPO”) costs Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital.
As of March 31, 2024 and 2025, no allowance was deemed necessary. Deferred initial public offering (“IPO”) costs Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital.
The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.
The three levels are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.
If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2023 and 2024, no impairment of long-lived assets was recognized.
If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2024 and 2025, no impairment of long-lived assets was recognized.
For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended March 31, 2022, 2023 and 2024.
For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended March 31, 2023, 2024 and 2025.
The Company recognizes accounts receivable in its consolidated balance sheets when it delivers the goods in advance of receiving consideration and if it has the unconditional right to receive consideration. The Company did not have any capitalized contract costs as of March 31, 2023 and 2024. Contract liabilities are recognized if the Company receives consideration in advance from customers.
The Company recognizes accounts receivable in its consolidated balance sheets when it delivers the goods in advance of receiving consideration and if it has the unconditional right to receive consideration. The Company did not have any capitalized contract costs as of March 31, 2024 and 2025. Contract liabilities are recognized if the Company receives consideration in advance from customers.
Regular employees are those who are at between 18 and 65 years of age and have been employed for consecutive 60 days or more.
Regular employees are those who are between 18 and 65 years of age and have been employed for consecutive 60 days or more.
Tooling revenue is earned from manufacturing multiple tools, molds and assembly equipment as part of a tooling program for a customer. Given that the Company is providing a significant service of producing highly interdependent component parts of the tooling program, each tooling program consists of a single performance obligation to provide the customer the capability to produce a single product.
Tooling revenue is earned from manufacturing multiple tools, molds and assembly equipment as part of a tooling program for a customer. Given that the Company provides a significant service of producing highly interdependent component parts of the tooling program, each tooling program consists of a single performance obligation to provide the customer the capability to produce a single product.
An employer is required to make regular mandatory contributions of at least 5% of the employee’s monthly income between HKD7,000 and HKD30,000 and HKD1,500 of the employee’s monthly income over HKD30,000. 60 Income taxes Raytech is not subject to tax on income or capital gains under the current laws of the British Virgin Islands.
An employer is required to make regular mandatory contributions of at least 5% of the employee’s monthly income between HKD7,000 and HKD30,000 and HKD1,500 of the employee’s monthly income over HKD30,000. 59 Income taxes Raytech is not subject to tax on income or capital gains under the current laws of the British Virgin Islands.
For the years ended March 31, 2022, 2023 and 2024, we generated significant sales to our key customer. This key customer is a Japanese corporate with established global brands across a myriad of sectors, including but not limited to, beauty, audio and electric cooking and home appliances.
For the years ended March 31, 2023, 2024 and 2025, we generated significant sales to our key customer. This key customer is a Japanese corporate with established global brands across a myriad of sectors, including but not limited to, beauty, audio and electric cooking and home appliances.
Changes in operating assets and liabilities mainly included: (i) a net increase in total accounts payable of HKD 4,563,636 due to larger stock purchases; and (ii) an increase in accrued liabilities and other payables of HKD2,271,932 due to increase in deposits for trades; and partially offset by (i) an increase in accounts receivable of HKD907,711 due to increase in sales; (ii) an increase in deposits and prepayments of HKD10,200 related to office lease; (iii) a decrease in operating lease obligation of HKD100,849 due to principal repayment; and (iv) a decrease in taxes payable of HKD1,442,797.
Changes in operating assets and liabilities mainly included: (i) a net increase in total accounts payable of HKD4,563,636 due to larger stock purchases; and (ii) an increase in accrued liabilities and other payables of HKD2,271,932 due to increase in deposits for trades; and partially offset by (i) an increase in accounts receivable of HKD907,711 due to increase in sales; (ii) an increase in deposits and prepayments of HKD10,200 related to office lease; (iii) a decrease in operating lease obligation of HKD100,849 due to principal repayment; and (iv) a decrease in taxes payable of HKD1,442,797.
We conduct credit evaluations on our customers and generally do not require collateral or other security from such customers. We periodically evaluate the creditworthiness of the existing customers in determining an allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.
We conduct credit evaluations on our customers and generally do not require collateral or other security from such customers. We periodically evaluate the creditworthiness of the existing customers by determining an allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.
Foreign currency risk We are exposed to foreign currency risk primarily through sales that are denominated in a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk are primarily US$. As HKD is currently pegged to US$, our exposure to foreign exchange fluctuations is minimal. 71
Foreign currency risk We are exposed to foreign currency risk primarily through sales that are denominated in a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk are primarily US$. As HKD is currently pegged to US$, our exposure to foreign exchange fluctuations is minimal. 70
Allowance for expected credit losses accounts was Nil and Nil as of March 31, 2023 and 2024, respectively. Merchandise inventories, net Merchandise inventories are stated at the lower of cost or net realizable value, on a weighted average basis. Costs include mainly the cost of merchandise inventories.
Allowance for expected credit losses accounts was nil and nil as of March 31, 2024 and 2025, respectively. Merchandise inventories, net Merchandise inventories are stated at the lower of cost or net realizable value, on a weighted average basis. Costs include mainly the cost of merchandise inventories.
The Company recognizes a contract asset or a contract liability in the consolidated balance sheets, depending on the relationship between the Company’s performance and the customer’s payment. 59 The Company classifies its right to consideration in exchange for goods transferred to a customer as either a receivable or a contract asset.
The Company recognizes a contract asset or a contract liability in the consolidated balance sheets, depending on the relationship between the Company’s performance and the customer’s payment. 58 The Company classifies its right to consideration in exchange for goods transferred to a customer as either a receivable or a contract asset.
Actual results could differ from those estimates. 55 Risks and uncertainties Economic and political risks The Company’s operations are mainly conducted in Hong Kong. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in Hong Kong.
Actual results could differ from those estimates. 54 Risks and uncertainties Economic and political risks The Company’s operations are mainly conducted in Hong Kong. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in Hong Kong.
Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, useful lives of property and equipment, the recoverability of long-lived assets and implicit interest rate of operating leases.
Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, useful lives of plant and equipment, the recoverability of long-lived assets and implicit interest rate of operating leases.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. 63 Results of Operations For the year ended March 31, 2022 compared to year ended March 31, 2023 The following table sets forth a summary of the consolidated results of operations of us for the periods indicated, both in absolute amount and as a percentage of its total revenues.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. 62 Results of Operations For the year ended March 31, 2023 compared to year ended March 31, 2024 The following table sets forth a summary of the consolidated results of operations of us for the periods indicated, both in absolute amount and as a percentage of its total revenues.
As of March 31, 2023 and 2024, no merchandise inventory reserve was recorded because no slow-moving, obsolete, or damaged merchandise inventory was identified, respectively. Prepayments Prepayments primarily consists of prepaid expenses. These amounts are refundable and bear no interest. Management reviews its prepayments on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary.
As of March 31, 2024 and 2025, no merchandise inventory reserve was recorded because no slow-moving, obsolete, or damaged merchandise inventory was identified, respectively. Prepayments Prepayments primarily consist of prepaid expenses. These amounts are refundable and bear no interest. Management reviews its prepayments on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary.
Our other general and administrative expenses increased to HKD147,640 (US$18,865) for the year ended March 31, 2024 from HKD126,102 for the year ended March 31, 2023 due primarily to an increase in printing and stationery expenses, insurance, utilities and bank charges caused by inflation.
Our other general and administrative expenses increased to HKD147,640 for the year ended March 31, 2024 from HKD126,102 for the year ended March 31, 2023 due primarily to an increase in printing and stationery expenses, insurance, utilities and bank charges caused by inflation.
We believe that there is no significant credit risk associated with cash in Hong Kong, which were held by reputable financial institutions.
We believe that there is no significant credit risk associated with cash and cash equivalents held in Hong Kong, which were held by reputable financial institutions.
The long-term deposits are refunded from manufacturers when the terms and conditions set forth in the agreements have been satisfied. 57 Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method after consideration of the estimated useful lives.
The long-term deposits are refunded from manufacturers when the terms and conditions set forth in the agreements have been satisfied. 56 Plant and equipment, net Plant and equipment are stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method after consideration of the estimated useful lives.
For the years ended March 31, 2022, 2023 and 2024, there were no dilutive shares. 61 Concentration of credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and account receivable. The Company places its cash with financial institutions with high-credit ratings and quality.
For the years ended March 31, 2023, 2024 and 2025, there were no dilutive shares. 60 Concentration of credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and account receivable. The Company places its cash with financial institutions with high-credit ratings and quality.
During the period from April 1, 2020 to March 31, 2024, we have not recorded any provision for doubtful accounts as our customers have always settled full payments within the credit periods or short extended credit periods. Our management regularly reviews outstanding accounts and provides an allowance for doubtful accounts.
During the period from April 1, 2023 to March 31, 2025, we have not recorded any provision for doubtful accounts as our customers have always settled full payments within the credit periods or short extended credit periods. Our management regularly reviews outstanding accounts and provides an allowance for doubtful accounts.
As of March 31, 2024, two customers, who are distributors represent and sell brands of well-known manufactures from Japan, the U.S., UK, Europe and Australia accounted for 72.1 % and 27.9% of the Company’s total accounts receivable respectively.
Concentration of customers As of March 31, 2024, two major customers, who are distributors represent and sell brands of well-known manufacturers from Japan, the U.S., UK, Europe and Australia, accounted for 72.1% and 27.9% of the Company’s total accounts receivable, respectively.
As of March 31, 2024, two customers, who are distributors represent and sell brands of well-known manufactures from Japan, the U.S., UK, Europe and Australia accounted for 72.1 % and 27.9% of the Company’s total accounts receivable respectively.
Customers concentration risk As of March 31, 2024, two customers, who are distributors represent and sell brands of well-known manufacturers from Japan, the U.S., UK, Europe and Australia accounted for 72.1% and 27.9% of the Company’s total accounts receivable respectively.
For the years ended March 31, 2023 and 2024, our transport and travelling expenses increased by 133.3%, primarily due to an increase in business travel.
For the years ended March 31, 2023 and 2024, our transport and travelling expenses increased by 133.3%, primarily due to an increase in business travel. For the years ended March 31, 2024 and 2025, our transport and travelling expenses increased by 5.0%, primarily due to an increase in business travel.
Convenience translation Translations of amounts in the unaudited interim condensed consolidated balance sheet, unaudited interim condensed consolidated statements of income and unaudited interim condensed consolidated statements of cash flows from HKD into US$ as of and for the year ended March 31, 2024 is solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HKD7.8259, as published in H.10 statistical release of the United States Federal Reserve Board. 56 Cash and cash equivalents Cash and cash equivalents mainly represent cash at bank and demand deposits which have original maturities less than three months and are unrestricted as to withdrawal or use.
Convenience translation Translations of amounts in the consolidated balance sheet, consolidated statements of income and consolidated statements of cash flows from HKD into US$ as of and for the year ended March 31, 2025 is solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HKD7.7799, as published in H.10 statistical release of the United States Federal Reserve Board. 55 Cash and cash equivalents Cash and cash equivalents mainly represent cash at bank and demand deposits which have original maturities of less than three months and are unrestricted as to withdrawal or use.
Over years of operation, we have sourced and wholesaled a wide range of personal care electrical appliances, which can be broadly classified into five major categories: (i) hair styling series, including hair dryer, hair straightener and curling iron; (ii) trimmer series, including facial shaver, nose trimmer and eyebrow trimmers; (iii) neck care series; (iv) nail care series; and (v) other personal care series, including eyelash curler, facial brushes, electric cosmetic brush cleaners, and callus removers.
Over years of operation, we have sourced and wholesaled a wide range of personal care electrical appliances, which can be broadly classified into six major categories: (i) hair styling series, including hair dryer, hair straightener and curling iron; (ii) trimmer series, including facial shaver, nose trimmer and eyebrow trimmers; (iii) eyelash curler; (iv) nail care series; and (v) other personal care series, including facial brushes, electric cosmetic brush cleaners, callus removers, sonic peeling and others; and (vi) tooling.
The estimated useful lives are as follows: Useful Life Office equipment 2 years Office furniture and fixtures 2 years Leasehold improvements lesser of lease term or expected useful life The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations.
The estimated useful lives are as follows: Useful Life Office equipment 2 years Office furniture and fixtures 2 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations.
Segment reporting ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in consolidated financial statements for detailing the Company’s business segments.
Segment reporting ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in consolidated financial statements for detailing the Company’s business segments. The Company operates and manages its business as one operating and reportable segment.
Our overall income from operations increased by 57.9% to HKD11,359,496 (US$1,451,526) for the year ended March 31, 2024 from HKD7,194,275 for the year ended March 31, 2023.
Income from operations Our overall income from operations increased by 57.9% to HKD11,359,496 for the year ended March 31, 2024 from HKD7,194,275 for the year ended March 31, 2023.
For the years ended March 31, 2022 and 2023, one major customer, who is a distributor represent and sell brands of well-known manufactures from Japan and abroad, accounted for 97.8% and 91.3% of the Company’s total revenues respectively.
For the years ended March 31, 2023, one major customer, who is a distributor represent and sell brands of well-known manufacturers from Japan and abroad, accounted for 91.3% of the Company’s total revenues.
Our depreciation for our property and equipment decreased from HKD116,496 for the year ended March 31, 2023 to HKD90,345 (US$11,544) for the year ended March 31, 2024 due to the lower depreciation of our property and equipment for the current period.
Our depreciation for our plant and equipment decreased from HKD116,496 for the year ended March 31, 2023 to HKD90,345 for the year ended March 31, 2024 due to the lower depreciation of our plant and equipment for the current period.
The increase was in line with the increase in our revenue. 65 Selling, general and administrative expenses For the years ended March 31, 2022, 2023 and 2024, our selling, general and administrative expenses consisted of staff costs, rental expenses, transport and travelling, selling and marketing, depreciation, legal and professional fees, auditor’s fees and consulting fees.
The increase was in line with the increase in our revenue. 64 Selling, general and administrative expenses For the years ended March 31, 2023, 2024 and 2025, our selling, general and administrative expenses consisted of staff costs, independent directors’ remuneration, rental expenses, transport and travelling, selling and marketing, depreciation, legal and professional fees and auditor’s remuneration.
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented.
Use of estimates and assumptions The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented.
For the years ended March 31, 2023 and 2024, our selling and marketing expenses decreased by 0.7% from HKD124,641 for the years ended March 31, 2023 to HKD123,820 (US$15,822) for the year ended March 31, 2024. The decrease was principally driven by lower marketing expenses. Depreciation Our depreciation mainly represented depreciation for our property and equipment.
Selling and marketing For the years ended March 31, 2023 and 2024, our selling and marketing expenses decreased by 0.7% from HKD124,641 for the years ended March 31, 2023 to HKD123,820 for the year ended March 31, 2024. The decrease was principally driven by lower marketing expenses.
Accruals Our accruals increased to HKD1,018,618 (US$130,160) as of March 31, 2024 from HKD616,078 as of March 31, 2023, principally due to an increase in provision for commissions which is in line with the increase in sales. 68 Cash Flows Our use of cash is primarily related to operating activities and deferred initial public offering costs.
Accruals Our accruals increased to HKD1,786,314 (US$229,607) as of March 31, 2025 from HKD1,018,618 as of March 31, 2024, principally due to an increase in provision for commissions which is in line with the increase in sales. 67 Cash Flows Our use of cash is primarily related to operating activities and deferred initial public offering costs.
Basis of presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary.
Basis of presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC. Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary. All inter-company transactions have been eliminated upon consolidation.
For the year ended March 31, 2024, two major customers, who are distributors represent and sell brands of well-known manufactures from Japan, the U.S. and Europe, accounted for 74.1% and 16.5% of the Company’s total revenues respectively. Concentration of manufacturers As of March 31, 2022, two manufacturers accounted for 82.6% and 15.2% of the total balance of accounts payable, respectively.
For the year ended March 31, 2024, two major customers, who are distributors represent and sell brands of well-known manufacturers from Japan, the U.S. and Europe, accounted for 74.1% and 16.5% of the Company’s total revenues respectively.
The Company expects to recognize a significant majority of this balance as revenue over the next 12 months, and the remainder thereafter. As of March 31, 2023 and 2024, the contract liabilities of the Company amounted to HKD1,705,854 and HKD1,008,415 (US$128,856), respectively.
The Company expects to recognize a significant majority of this balance as revenue over the next 12 months, and the remainder thereafter. As of March 31, 2024 and 2025, the contract liabilities of the Company amounted to HKD1,008,415 and HKD501,804 (US$64,500), respectively.
In particular, we are specialized in sourcing and wholesaling hair dryers within our hair styling series which primarily include salon-type hair protection and styling functions or compact design for travel.
In particular, along with product design and development collaboration, we specialize in sourcing and wholesaling hair dryers within our hair styling series which primarily include salon-type hair protection and styling functions or compact design for travel.
For the year ended March 31, 2023, two manufacturers accounted for 83.1% and 10.4% of our total purchases, respectively. For the year ended March 31, 2024, one manufacturer accounted for 88.5% of our total purchases.
These two manufacturers are related parties. For the year ended March 31, 2023, two manufacturers accounted for 83.1% and 10.4% of the total purchases, respectively. One of these manufacturers is a related party. For the year ended March 31, 2024, one manufacturer accounted for 88.5% of the total purchases. The manufacturer is a related party.
As of March 31, 2023 and 2024, the Company had HKD21,362,580 and HKD35,885,666 (US$4,585,500) in cash and cash equivalents, respectively. The Company maintains its bank accounts in Hong Kong. Accounts receivable and allowance for expected credit losses accounts Accounts receivables, net are stated at the original amount less an allowance for expected credit loss on such receivables.
As of March 31, 2024 and 2025, the Company had HKD35,885,666 and HKD84,850,995 (US$10,906,438) in cash and cash equivalents, respectively. The Company maintains its bank accounts in Hong Kong. Accounts receivable and allowance for expected credit losses accounts Accounts receivables, net are stated at the original amount less an allowance for expected credit loss on such receivables.
The decrease in net income was predominantly due to an increase in operating expenses. Our net income increased by 57.9% to HKD9,936,794 (US$1,269,732) for the year ended March 31, 2024 as compared to HKD6,292,870 for the year ended March 31, 2023.
Net income Our net income increased by 57.9% to HKD9,936,794 for the year ended March 31, 2024 as compared to HKD6,292,870 for the year ended March 31, 2023. The increase in net income was predominantly due to an increase in revenue and interest income and a decrease in selling, general and administrative expenses.
For the year ended March 31, 2023, two manufacturers accounted for 83.1% and 10.4% of our total purchases respectively. For the year ended March 31, 2024, one manufacturer accounted for 88.5% of our total purchases. Interest rate risk Our exposure on exposure on cash flow interest rate risk mainly arises from our deposits with banks.
For the year ended March 31, 2024, one manufacturer accounted for 88.5% of the total purchases. For the year ended March 31, 2025, one manufacturer accounted for 88.2% of the total purchases. Interest rate risk Our exposure on exposure on cash flow interest rate risk mainly arises from our deposits with banks.
For the year ended March 31, 2024, two major customers, who are distributors represent and sell brands of well-known manufactures from Japan, the U.S. and Europe, accounted for 74.1% and 16.5% of the Company’s total revenues respectively. Manufacturers concentration risk As of March 31, 2022, two manufacturers accounted for 82.6% and 15.2% of the total balance of accounts payable, respectively.
For the year ended March 31, 2025, two major customers, who are distributors represent and sell brands of well-known manufacturers from Japan, the U.S. and Europe, accounted for 64.0% and 29.5% of the Company’s total revenues respectively. Manufacturers concentration risk As of March 31, 2024, one manufacturer accounted for 97.1% of the total balance of accounts payable.
Our cash outflow used in operating activities was principally for payment of purchases of manufactured goods, staff costs and other operating expenses. For the year ended March 31, 2022, net cash generated from operating activities of HKD8,228,944 primarily resulted from our net income of HKD9,440,390, as adjusted for non-cash items and change in operating activities.
Our cash outflow used in operating activities was principally for payment of purchases of manufactured goods, staff costs and other operating expenses. For the year ended March 31, 2023, net cash generated from operating activities of HKD10,961,832 primarily resulted from our net income of HKD6,292,870, as adjusted for non-cash items and change in operating activities.
Historically inflation has not materially impacted the Company’s consolidated financial statements; however, significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers could adversely impact Company’s results of operations.
Historically inflation has not materially impacted the Company’s consolidated financial statements; however, significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers could adversely impact Company’s results of operations. Functional currency and foreign currency translation The Company uses Hong Kong dollars (“HKD”) as its reporting currency.
Our net income increased from HKD6,292,870 for the year ended March 31, 2023 to HKD9,936,794 (US$1,269,732) for the year ended March 31, 2024, representing an increase of 57.9%. 53 Key Factors that Affect Results of Operations Our results of operations have been and will continue to be affected by a number of factors, including those set out below: Competition from other sellers in the market The personal care electric appliances sourcing market is relatively fragmented and competitive.
Our net income decreased from HKD9,936,794 for the year ended March 31, 2024 to HKD8,268,367 (US$1,062,786) for the year ended March 31, 2025, representing a decrease of 16.8%. 52 Key Factors that Affect Results of Operations Our results of operations have been and will continue to be affected by a number of factors, including those set out below: Competition from other sellers in the market The personal care electric appliances sourcing market is relatively fragmented and competitive.
As of March 31, 2024, cash balance of HKD35,885,666 (approximately US$4,585,500) was maintained at financial institutions in Hong Kong across 2 major reputable banks. 70 We have designed credit policies with an objective to minimize their exposure to credit risk. Our accounts receivable is short term in nature and the associated risk is minimal.
As of March 31, 2025, cash balance of HKD84,850,995 (approximately US$10,906,438) was maintained at financial institutions in Hong Kong across 3 major reputable banks. 69 We have designed credit policies with an objective of minimizing their exposure to credit risk. Our accounts receivable is short term in nature and the associated risk is minimal.
Our legal and professional fee increased by 129.9% to HKD72,003 (US$9,201) for the year ended March 31, 2024 from HKD31,322 for the year ended March 31, 2023, primarily due to incurring expenses in relation to business restructuring for the preparation of public listing. 66 Others Our other general and administrative expenses mainly consisted of bank charges, cleaning charges, courier and postage, insurance, printing and stationery and other miscellaneous expenses.
Legal and professional fee Our legal and professional fee increased by 129.9% to HKD72,003 for the year ended March 31, 2024 from HKD31,322 for the year ended March 31, 2023, primarily due to incurring expenses in relation to business restructuring for the preparation of public listing.
The following table sets forth a summary of our cash flows information for the years indicated: For the years ended March 31, 2022 2023 2024 2024 HKD HKD HKD US$ Cash and cash equivalents at the beginning of the period 3,415,500 12,290,472 21,362,580 2,729,728 Net cash generated from operating activities 8,228,944 10,961,832 15,748,279 2,012,329 Net cash generated from investing activities 2,204,028 1,444,872 846,860 108,212 Net cash used in financing activities (1,558,000 ) (3,176,871 ) (2,075,897 ) (265,260 ) Effect of foreign exchange on cash, cash equivalents and restricted cash - (157,725 ) 3,844 491 Cash and cash equivalent at the end of the period 12,290,472 21,362,580 35,885,666 4,585,500 Cash generated from operating activities Our cash inflow from operating activities was principally from receipt of sales.
The following table sets forth a summary of our cash flows information for the years indicated: For the years ended March 31, 2023 2024 2025 2025 HKD HKD HKD US$ Cash and cash equivalents at the beginning of the period 12,290,472 21,362,580 35,885,666 4,585,500 Net cash generated from operating activities 10,961,832 15,748,279 6,220,534 799,565 Net cash generated from investing activity 1,444,872 846,860 145,166 18,659 Net cash (used in) generated from financing activity (3,176,871 ) (2,075,897 ) 42,871,117 5,510,497 Effect of foreign exchange on cash, cash equivalents and restricted cash (157,725 ) 3,844 (271,488 ) (7,783 ) Cash and cash equivalent at the end of the period 21,362,580 35,885,666 84,850,995 10,906,438 Cash generated from operating activities Our cash inflow from operating activities was principally from receipt of sales.
For the years ended March 31, 2022 and 2023, one major customer, who is a distributor represent and sell brands of well-known manufactures from Japan and abroad, accounted for 97.8% and 91.3% of the Company’s total revenues respectively.
For the years ended March 31, 2023 and 2024, one major customer, who is a distributor represent and sell brands of well-known manufacturers from Japan, accounted for 91.3% and 74.1% of the Company’s total revenues, respectively. For the year ended March 31, 2025, two major customers, who are distributors represent and sell brands of well-known manufacturers from Japan, the U.S.
Taxes receivables and taxes payables Our taxes receivables were HKD395,005 (US$50,474) as of March 31, 2024, compared to our taxes payables of HKD514,007 as of March 31, 2023. Prepayments Our prepayments were HKD 5,000 (US$639) as of March 31, 2024, primarily attributable to a prepayment for administrative expenses.
Taxes receivables and taxes payables Our taxes payables were HKD190,082 (US$24,432) as of March 31, 2025, compared to our taxes receivables were HKD395,005 as of March 31, 2024. Prepayments Our prepayments were HKD 5,000 as of March 31, 2024, primarily attributable to prepayment for administrative expenses. There were no such prepayments as of March 31, 2025.
For the year ended March 31, 2023, net cash generated in investing activities was HKD1,444,872 which is driven by a repayment of director. For the year ended March 31, 2024, net cash generated in investing activities was HKD846,860 (US$108,212), which is driven by a repayment of director.
For the year ended March 31, 2024, net cash generated from investing activity was HKD846,860, which is driven by a repayment of director. For the year ended March 31, 2025, net cash generated from investing activity was HKD145,166 (US$18,659), which is driven by a repayment of director.
Net cash used in financing activities For the year ended March 31, 2022, net cash used in financing activities was HKD1,558,000 due to dividend payments. For the year ended March 31, 2023, net cash used in financing activities was HKD3,176,871, which was primarily related to the deferred IPO costs.
Net cash (used in) generated from financing activity For the year ended March 31, 2023, net cash used in financing activity was HKD3,176,871, which was primarily related to the deferred IPO costs. For the year ended March 31, 2024, net cash used in financing activity was HKD2,075,897, which was primarily related to the deferred IPO costs.
In the event of an economic downturn, we could experience lower than expected net sales, which could force us to delay or slow our growth strategy and have a material adverse effect on our business, financial condition, profitability, and cash flow. 54 The COVID-19 pandemic could have a material adverse impact on our business, operating results, and financial condition.
In the event of an economic downturn, we could experience lower than expected net sales, which could force us to delay or slow our growth strategy and have a material adverse effect on our business, financial condition, profitability, and cash flow. 53 Economic, political and social conditions in mainland China and Hong Kong, as well as its government policies, laws and regulations Our key operations are in Hong Kong.
These costs include legal fees related to the registration drafting and counsel, consulting fees related to the registration preparation, the SEC filing and print related costs. During the year ended March 31, 2024, the Company recorded a charge of HKD2,075,897 (US$265,260) related to the IPO.
These costs include legal fees related to the registration drafting and counsel, consulting fees related to the registration preparation, the SEC filing and print related costs. During the year ended March 31, 2025, the Company recorded nil related to the IPO. As of March 31, 2024 and 2025, the accumulated deferred IPO costs were HKD5,252,768 and nil, respectively.
Our revenue increased by 0.9% to HKD45,518,239 for the year ended March 31, 2023 from HKD45,105,917 for the year ended March 31, 2022.
Our revenue increased by 47.1% to HKD66,972,301 for the year ended March 31, 2024 from HKD45,518,239 for the year ended March 31, 2023.
As of March 31, 2023, one manufacturer accounted for 92.3% of the total balance of accounts payable. As of March 31, 2024, one manufacturer accounted for 97.1% of the total balance of accounts payable. The manufacturer is a related party. For the year ended March 31, 2022, two manufacturers accounted for 77.3% and 22.3% of our total purchases, respectively.
The manufacturer is a related party. As of March 31, 2025, two manufacturers accounted for 82.6% and 14.4% of the total balance of accounts payable respectively. These two manufacturers are related parties. For the year ended March 31, 2023, two manufacturers accounted for 83.1% and 10.4% of the total purchases respectively. One of these manufacturers is a related party.
Since our inception, our business has generated significant growth in revenues and profits. Our revenue increased significantly from HKD45,518,239 for the year ended March 31, 2023 to HKD66,972,301 (US$8,557,776) for the year ended March 31, 2024, representing an increase of 47.1%.
Since our inception, our business has generated continuous growth in revenues and profits. Our revenue increased from HKD66,972,301 for the year ended March 31, 2024 to HKD78,739,564 (US$10,120,897) for the year ended March 31, 2025, representing an increase of 17.6%.
Merchandise inventories, net Our inventories represented products that we sourced and sold to our customers. Our inventories increased to HKD1,855,686 (US$237,121) as of March 31, 2024 from Nil balance as of March 31, 2023.
Merchandise inventories, net Our inventories represented products that we sourced and sold to our customers. Our inventories increased to HKD1,879,435 (US$241,576) as of March 31, 2025 from HKD1,855,686 balance as of March 31, 2024. We record goods in transit based on freight on board destination.
Provision for income tax expense Our income tax expenses amounted to HKD1,181,056 for the year ended March 31, 2023 and amounted to HKD1,739,988 for the year ended March 31, 2022. We are subject only to Hong Kong corporate tax regime. Hong Kong’s corporate tax rate is 16.5% for taxable income earned in Hong Kong.
Provision for income tax expense We are subject only to Hong Kong corporate tax regime. Hong Kong’s corporate tax rate is 16.5% for taxable income earned in Hong Kong.
The amount has been fully settled on June 28, 2024. Accounts payable and account payable – related party Our total accounts payable are mainly related to the purchase of apparel products from our collaborating manufacturers and a related party. Our collaborating manufacturers usually granted us a credit period of 120 days.
Ching by Pure Beauty. The borrowings are interest-free and are payable on demand. The amount has been fully settled on June 28, 2024. Accounts payable and account payable – related parties Our total accounts payable are mainly related to the purchase of products from our collaborating manufacturers and related parties.
For the year ended March 31, 2024, net cash generated from operating activities of HKD15,748,279 (US$2,012,329) primarily resulted from our net income of HKD9,936,794 (US$1,269,732), as adjusted for non-cash items and change in operating activities.
For the year ended March 31, 2024, net cash generated from operating activities of HKD15,748,279 primarily resulted from our net income of HKD9,936,794, as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of plant and equipment and amortization of right-of-use assets of HKD90,345 and unrealized foreign exchange gain of HKD61,043.
Merchandise costs The following table shows disaggregated merchandise costs by major cost items for the years ended March 31, 2022, 2023 and 2024, respectively: For the years ended March 31, 2022 2023 2024 2024 HKD HKD HKD US$ Purchases 31,331,259 29,657,771 44,859,554 5,732,191 Tooling cost - 2,196,780 4,907,700 627,110 Commissions 1,473,598 2,051,518 2,123,786 271,379 Freight, transport, and testing and inspection 196,634 140,218 176,396 22,540 Total 33,001,491 34,046,287 52,067,436 6,653,220 Our merchandise costs increased by 3.2% to HKD34,046,287 for the year ended March 31, 2023 from HKD33,001,491 for the year ended March 31, 2022.
Merchandise costs The following table shows disaggregated merchandise costs by major cost items for the years ended March 31, 2023, 2024 and 2025, respectively: For the years ended March 31, 2023 2024 2025 2025 HKD HKD HKD US$ Purchases 29,657,771 44,859,554 56,361,916 7,244,555 Tooling cost 2,196,780 4,907,700 2,227,940 286,371 Commissions 2,051,518 2,123,786 2,216,759 284,935 Freight, transport, and testing and inspection 140,218 176,396 125,255 16,100 Total 34,046,287 52,067,436 60,931,870 7,831,961 Our merchandise costs increased by 52.9% to HKD52,067,436 for the year ended March 31, 2024 from HKD34,046,287 for the year ended March 31, 2023.
Changes in operating assets and liabilities mainly included: (i) a net increase in total accounts payable of HKD 15,548,943 (US$1,986,857) due to larger stock purchases; and (ii) an increase in accrued liabilities and other payables of HKD402,540 (US$51,437) due to increase in deposits for trades; and partially offset by (i) an increase in accounts receivable of HKD7,755,205 (US$990,967) due to increase in sales; (ii) an increase in merchandise inventories of HKD1,855,686 (US$237,121); (iii) a decrease in operating lease obligation of HKD87,972 (US$11,241) due to principal repayment; and (iv) a decrease in taxes payable of HKD119,002 (US$15,206). 69 Cash generated in investing activities For the year ended March 31, 2022, net cash generated in investing activities was HKD2,204,028, which includes (i) purchases of property, plant and equipment of HKD11,700; and offset by (ii) a repayment of director advance of HKD2,215,728, which is mainly related to our trade and operations.
Changes in operating assets and liabilities mainly included: (i) a net increase in total accounts payable of HKD15,548,943 due to larger stock purchases; and (ii) an increase in accrued liabilities and other payables of HKD402,540 due to increase in deposits for trades; and partially offset by (i) an increase in accounts receivable of HKD7,755,205 due to increase in sales; (ii) an increase in merchandise inventories of HKD1,855,686; (iii) a decrease in operating lease obligation of HKD87,972 due to principal repayment; and (iv) a decrease in taxes payable of HKD119,002.
The increase in net income was predominantly due to an increase in revenue and interest income and a decrease in selling, general and administrative expenses. LIQUIDITY AND CAPITAL RESOURCES The following table sets forth a breakdown of our current assets and liabilities as of the dates indicated.
LIQUIDITY AND CAPITAL RESOURCES The following table sets forth a breakdown of our current assets and liabilities as of the dates indicated.
Our total accounts payable increased by 163.2% to HKD25,010,680 (US$3,195,885) as of March 31, 2024 from HKD9,503,948 as of March 31, 2023 principally due to slower payment to related parties during the year ended March 31, 2024 compared with corresponding period in 2023.
Our collaborating manufacturers usually granted us a credit period of 120 days. Our total accounts payable decreased by 38.2% to HKD15,450,720 (US$1,985,979) as of March 31, 2025 from HKD25,010,680 as of March 31, 2024 principally due to faster payment to related parties during the year ended March 31, 2025 compared with corresponding period in 2024.
Our other general and administrative expenses increased to HKD126,102 for the year ended March 31, 2023 from HKD82,743 for the year ended March 31, 2022 due primarily to an increase in printing and stationery expenses, insurance, utilities and bank charges caused by inflation.
Our other general and administrative expenses increased to HKD175,504 (US$22,559) for the year ended March 31, 2025 from HKD147,640 for the year ended March 31, 2024 due primarily to an increase in utilities and bank charges.
Our income tax expenses amounted to HKD2,817,000 (US$359,959) for the year ended March 31, 2024 and amounted to HKD1,181,056 for the year ended March 31, 2023. Net income Our net income decreased by 33.3% to HKD6,292,870 for the year ended March 31, 2023 as compared to HKD9,440,390 for the year ended March 31, 2022.
Our income tax expenses amounted to HKD2,256,487 (US$290,040) for the year ended March 31, 2025, amounted to HKD2,817,000 for the year ended March 31, 2024 and amounted to HKD1,181,056 for the year ended March 31, 2023.

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Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeRelated party transactions Purchase products from a related party For the years ended March 31, 2022 2023 2024 2024 HKD HKD HKD US$ Name of a related party Zhongshan Raytech 24,221,784 28,301,082 47,704,656 6,095,741 Total purchase from related party 24,221,784 28,301,082 47,704,656 6,095,741 (1) As of the date of this Annual Report, the purchase from Zhongshan Raytech is HK$10,280,297 (US$1,313,625). 80 Other Transactions Pure Beauty Manufacturing Company Limited leased an aggregate of 1,343 square feet of property, located at Unit 609, 6/F, Nan Fung Commercial Centre, 19 Lam Lok Street, Kowloon Bay, Hong Kong, from Raytech Holdings Company Limited, a company controlled by our CEO and Chairman, Mr.
Biggest changeLing - - 487,216 Total purchase from related parties - - 487,216 62,625 Other Transactions Pure Beauty Manufacturing Company Limited leased an aggregate of 1,343 square feet of property, located at Unit 609, 6/F, Nan Fung Commercial Centre, 19 Lam Lok Street, Kowloon Bay, Hong Kong, from Raytech Holdings Company Limited, a company controlled by our CEO and Chairman, Mr.
Fok has two decades of experience in sales and marketing. Mr. Fok joined Draco International Jewelry in 2015 and currently serves as Sales Manager, with principal responsibility in marketing development and jewelry product design for overseas markets. Before that, he was a Director at Ninobaby HK Company. Mr.
Mr. Fok has two decades of experience in sales and marketing. Mr. Fok joined Draco International Jewelry in 2015 and currently serves as Sales Manager, with principal responsibility in marketing development and jewelry product design for overseas markets. Before that, he was a Director at Ninobaby HK Company. Mr.
Ching Tim Hoi as CEO which is filed as Exhibit 4.1 to this Annual Report. Pursuant to the employment agreement, the term of the employment shall commence on July 5, 2023 and shall be an indefinite term, unless terminated pursuant to the terms of the employment agreement or as mutually agreed by the parties.
Ching Tim Hoi as CEO which is filed as Exhibit 4.1 to this Annual Report. Pursuant to the employment agreement, the term of employment shall commence on July 5, 2023 and shall be an indefinite term, unless terminated pursuant to the terms of the employment agreement or as mutually agreed by the parties.
The executive’s salary, remuneration and benefits shall be determined by the Company and shall be specified in the Operative Employment Agreement or any other agreement between the Company or any of its subsidiaries on one hand and the executive on the other hand.
The executive’s salary, remuneration and benefits shall be determined by the Company and shall be specified in the Operative Employment Agreement or any other agreement between the Company or any of its subsidiaries on one hand and the executive on the other hand.
The executive’s salary, remuneration and benefits shall be reviewed by the board (or its designated compensation committee) and/or the management of the Company in accordance with the relevant policies adopted by the Company from time to time.
The executive’s salary, remuneration and benefits shall be reviewed by the board (or its designated compensation committee) and/or the management of the Company in accordance with the relevant policies adopted by the Company from time to time.
We may terminate the employment for cause, at any time, by summary notice in writing with immediate effect without payment in lieu of notice, for certain acts of the executive, including but not limited to: (i) commission of any act of fraud or gross negligence by in the course of his employment; (ii) willful material misrepresentation at any time by the executive to the board; (iii) the willful failure or refusal to comply with any of the executive’s material obligations or to comply with a reasonable and lawful instruction of the board; or (iv) engagement by the executive in any misconduct or the commission by the executive of any act that is materially injurious or detrimental to the substantial interest of the Company and/or its subsidiaries and affiliated entities, as determined by the board.
We may terminate the employment for cause, at any time, by summary notice in writing with immediate effect without payment in lieu of notice, for certain acts of the executive, including but not limited to: (i) commission of any act of fraud or gross negligence by in the course of his employment; (ii) willful material misrepresentation at any time by the executive to the board; (iii) the willful failure or refusal to comply with any of the executive’s material obligations or to comply with a reasonable and lawful instruction of the board; or (iv) engagement by the executive in any misconduct or the commission by the executive of any act that is materially injurious or detrimental to the substantial interest of the Company and/or its subsidiaries and affiliated entities, as determined by the board.
Regular employees are those who are at between 18 and 65 years of age and have been employed for consecutive 60 days or more. An employer is required to make regular mandatory contributions at least 5% of the employee’s monthly income between HKD7,000 and HKD30,000 and HKD1,500 of the employee’s monthly income over HKD30,000.
Regular employees are those who are between 18 and 65 years of age and have been employed for consecutive 60 days or more. An employer is required to make regular mandatory contributions at least 5% of the employee’s monthly income between HKD7,000 and HKD30,000 and HKD1,500 of the employee’s monthly income over HKD30,000.
The nominating and corporate governance committee is responsible for, among other things: ● identifying and recommending nominees for election or re-election to the Company’s board of directors or for appointment to fill any vacancy; ● reviewing annually with the Company’s board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to the Company; ● identifying and recommending to the Company’s board the directors to serve as members of committees; 76 ● advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as the Company’s compliance with applicable laws and regulations, and making recommendations to the Company’s board of directors on all matters of corporate governance and on any corrective action to be taken; and ● monitoring compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the Company’s procedures to ensure proper compliance.
The nominating and corporate governance committee is responsible for, among other things: ● identifying and recommending nominees for election or re-election to the Company’s board of directors or for appointment to fill any vacancy; ● reviewing annually with the Company’s board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to the Company; ● identifying and recommending to the Company’s board the directors to serve as members of committees; 75 ● advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as the Company’s compliance with applicable laws and regulations, and making recommendations to the Company’s board of directors on all matters of corporate governance and on any corrective action to be taken; and ● monitoring compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the Company’s procedures to ensure proper compliance.
Terms of Directors and Executive Officers Each of the Company’s directors holds office until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for reelection.
Terms of Directors and Executive Officers Each of the Company’s directors holds office until a successor has been duly elected and qualified unless the director is appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for reelection.
We believe we offer our employees competitive compensation packages and an environment that encourages self-development and, as a result, have generally been able to attract and retain qualified personnel and maintain a stable core management team. 77 Hong Kong Employment Ordinance (“The Ordinance”) requires an employee employed under a continuous employment contract is entitled to sickness allowance if (1) the sick leave taken is not less than four consecutive days; (2) the sick leave take is supported by an appropriate medical certificate; and (3) the employee has accumulated sufficient number of paid sickness days.
We believe we offer our employees competitive compensation packages and an environment that encourages self-development and, as a result, have generally been able to attract and retain qualified personnel and maintain a stable core management team. 76 Hong Kong Employment Ordinance (“The Ordinance”) requires an employee employed under a continuous employment contract is entitled to sickness allowance if (1) the sick leave taken is not less than four consecutive days; (2) the sick leave take is supported by an appropriate medical certificate; and (3) the employee has accumulated sufficient number of paid sickness days.
None of the events listed in Item 401(f) of Regulation S-K has occurred during the past ten years that is material to the evaluation of the ability or integrity of any of our directors, director nominees or executive officers. B.
In addition, none of the events listed in Item 401(f) of Regulation S-K has occurred during the past ten years that is material to the evaluation of the ability or integrity of any of our directors, director nominees or executive officers. B.
Yiu is the chairman of the Company’s audit committee. The Company has determined that Ms. Li, Mr. Fok and Mr. Yiu satisfies the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act. The Company’s board also has determined that Mr.
Li is the chairman of the Company’s audit committee. The Company has determined that Ms. Li, Mr. Fok and Mr. Li satisfies the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act. The Company’s board also has determined that Mr.
The executive has agreed, throughout the term of the employment and at all times thereafter, that the executive shall keep in strict confidence and not to use all non-public information relating to the technology, business, financial condition and other aspects of the Company.
The executive has agreed, throughout the term of the employment and at all times thereafter, that the executive shall keep strict confidence and not to use all non-public information relating to the technology, business, financial condition and other aspects of the Company.
The executive has agreed, throughout the term of the employment and at all times thereafter, that the executive shall keep in strict confidence and not to use all non-public information relating to the technology, business, financial condition and other aspects of the Company.
The executive has agreed, throughout the term of the employment and at all times thereafter, that the executive shall keep strict confidence and not to use all non-public information relating to the technology, business, financial condition and other aspects of the Company.
Ching. Pursuant to the lease agreement between Raytech Holdings Company Limited and Pure Beauty, the lease term is one year, from April 1, 2024 to March 31, 2025 and the monthly rent is HKD25,000 (US$3,194).
Pursuant to the lease agreement between Raytech Holdings Company Limited and Pure Beauty, the lease term is one year, from April 1, 2024 to March 31, 2025 and the monthly rent is HKD25,000 (US$3,194).
In fulfilling their duty of care to the Company, the Company’s directors must ensure compliance with the Company’s amended and restated memorandum and articles of association. The Company has the right to seek damages if a duty owed by the Company’s directors is breached.
In fulfilling their duty of care to the Company, the Company’s directors must ensure compliance with the Company’s amended and restated memorandum and articles of association. The Company has the right to seek damages if the duty owed by the Company’s directors is breached.
Insider Participation Concerning Executive Compensation The Company’s Board of Directors, which consists of five members, is making all determinations regarding executive officer compensation from the time the Company first entered into employment agreements with executive officers up until the time where the three independent directors will be installed. 75 Committees of the Board of Directors The Company has established three committees under the board of directors: An audit committee, a compensation committee and a nominating and corporate governance committee.
Insider Participation Concerning Executive Compensation The Company’s Board of Directors, which consists of five members, is making all determinations regarding executive officer compensation from the time the Company first entered into employment agreements with executive officers up until the time where the three independent directors will be installed. 74 Committees of the Board of Directors The Company has established three committees under the board of directors: An audit committee, a compensation committee and a nominating and corporate governance committee.
The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become the Company’s directors and in determining the composition of the board and its committees.
The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become the Company’s directors and in determining the composition of the board and its committee.
Each Operative Employment Agreement provides the salary, remuneration and benefits of the executive officers or directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to the Company’s directors and executive officers. 73 On July 5, 2023, we entered into an executive employment agreement with Mr.
Each Operative Employment Agreement provides the salary, remuneration and benefits of the executive officers or directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to the Company’s directors and executive officers. 72 On July 5, 2023, we entered into an executive employment agreement with Mr.
Yiu qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq Listing Rules. The audit committee oversees the Company’s accounting and financial reporting processes and the audits of the financial statements of the Company.
Li qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq Listing Rules. The audit committee oversees the Company’s accounting and financial reporting processes and the audits of the financial statements of the Company.
Even though the Company is exempted from corporate governance standards because it is a foreign private issuer, the Company has voluntarily adopted a charter for each of the three committees. Each committee’s members and functions are described below. Audit Committee . The Company’s audit committee consists of Li Wan Venus, Fok Pak Kin Charles, and Yiu Wing Hei. Mr.
Even though the Company is exempted from corporate governance standards because it is a foreign private issuer, the Company has voluntarily adopted a charter for each of the three committees. Each committee’s members and functions are described below. Audit Committee. The Company’s audit committee consists of Li Wan Venus, Fok Pak Kin Charles, and Li Shihua. Mr.
Ching has extensive experience in sales, marketing, business development and project management. He has been elected and conferred a fellowship by the Social Enterprise Research Academy in July 2019. He also serves as the Vice President of the Hong Kong Electrical Appliance Industries Association. We believe Mr.
Ching has extensive experience in sales, marketing, business development and project management. He has been elected and conferred a fellowship by the Social Enterprise Research Academy in July 2019. He has also served as the Vice President of the Hong Kong Electrical Appliance Industries Association since 2022. We believe Mr.
Ching”) Raytech Holdings Company Limited An Entity controlled by Mr. Ching and the holding company of the Zhongshan Raytech Mr. Ching Tim Hoi (“Mr. Ching”) Controlling shareholder, CEO and Chairman of the Company and Director of Pure Beauty, Director of Raytech Holdings Company Limited, and Executive Director of Zhongshan Raytech Mr.
Ching Tim Hoi (“Mr. Ching”) Raytech Holdings Company Limited An Entity controlled by Mr. Ching and the holding company of the Zhongshan Raytech Mr. Ching Tim Hoi (“Mr. Ching”) Controlling shareholder, CEO and Chairman of the Company and Director of Pure Beauty, Director of Raytech Holdings Company Limited, and Executive Director of Zhongshan Raytech Mr. Ling Chun Yin (“Mr.
Compensation Committee. The Company’s compensation committee consists of Li Wan Venus, Fok Pak Kin Charles, and Yiu Wing Hei. Mr. Fok is the chairman of the Company’s compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to the Company’s directors and executive officers.
Compensation Committee. The Company’s compensation committee consists of Li Wan Venus, Fok Pak Kin Charles, and Li Shihua. Mr. Fok is the chairman of the Company’s compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to the Company’s directors and executive officers.
Set forth below are the related party transactions that we have entered into during the last three fiscal years and up to the date of this Annual Report. 79 a. Nature of Related Party Relationships Name Relationship with the Company Zhongshan Raytech Electric Appliances Manufacturing Company Limited (“Zhongshan Raytech”) An entity controlled by Mr. Ching Tim Hoi (“Mr.
Set forth below are the related party transactions that we have entered into during the last three fiscal years and up to the date of this Annual Report. 78 a. Nature of Related Party Relationships Name of related parties Relationship with the Company Zhongshan Raytech Electric Appliances Manufacturing Company Limited (“Zhongshan Raytech”) An entity controlled by Mr.
Accounts payable – related party These accounts payable to Zhongshan Raytech was related to products we purchased from Zhongshan Raytech.
Accounts payable – related parties These accounts payable to Zhongshan Raytech was related to products we purchased from Zhongshan Raytech.
The Company’s board of directors has determined that the Company’s three independent directors, Li Wan Venus, Fok Pak Kin Charles, and Yiu Wing Hei satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and Rule 10A-3 under the Exchange Act.
Board Practices Board of Directors The Company’s board of directors consists of five directors. The Company’s board of directors has determined that the Company’s three independent directors, Li Wan Venus, Fok Pak Kin Charles, and Li Shihua satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and Rule 10A-3 under the Exchange Act.
Nominating and Corporate Governance Committee. The Company’s nominating and corporate governance committee consists of Li Wan Venus, Fok Pak Kin Charles, and Yiu Wing Hei. Ms. Li is the chairperson of the Company’s nominating and corporate governance committee.
Nominating and Corporate Governance Committee. The Company’s nominating and corporate governance committee consists of Li Wan Venus, Fok Pak Kin Charles, and Li Shihua. Ms. Li is the chairperson of the Company’s nominating and corporate governance committee.
Ching is a director of Pure Beauty 2,436,898 992,026 145,166 Total due from related party 2,436,898 992,026 145,166 (1) The amount was wholly settled in cash subsequently in June 2024. The receivable represented payments made on behalf of the director and shareholder by Pure Beauty. The loan agreement provides that borrowings are interest free and are payable on demand. c.
Ching Mr. Ching is a director of Pure Beauty The receivable represented payments made on behalf of the director and shareholder by Pure Beauty. The loan agreement provides that borrowings are interest-free and are payable on demand. The amount was wholly settled in cash subsequently on June 28, 2024. 992,026 145,166 - - Total 992,026 145,166 - - c.
Compensation Compensation of Executive Officers For the year ended March 31, 2024, we paid an aggregate of HKD285,660 (US$36,502) in cash to the Company’s executive officers and directors. The said payment was made by Pure Beauty, our wholly-owned subsidiary, pursuant to the employment agreement entered into by and between Pure Beauty and each of Mr. Ching Tim Hoi, Mr.
Compensation Compensation of Executive Officers For the year ended March 31, 2025, we paid an aggregate of HKD2,786,112 (US$369,685) in cash to the Company’s executive officers and directors. The said payment was made by Pure Beauty, our wholly-owned subsidiary, pursuant to the employment agreement entered into by and between Pure Beauty and each of Mr. Ching Tim Hoi, Mr.
Mr. Ching is the founder of the Company and he currently serves as the Chief Executive Officer and Chairman of the Board of the Company since our inception. Mr. Ching has also served as Chief Executive Officer and Director of Pure Beauty since April 2013. Mr.
Mr. Ching is the founder of the Company and he currently serves as the Chief Executive Officer, Director and Chairman of the Board of the Company since our inception. Mr. Ching has also served as Chief Executive Officer and Director of Pure Beauty Manufacturing Company Limited, a Hong Kong company and wholly-owned subsidiary of the Company, since April 2013. Mr.
Name Age Position(s) CHING Tim Hoi 67 Chief Executive Officer and Chairman LING Chun Yin 46 Director WAN Yee Hing 40 Chief Financial officer LI Wan Venus 46 Independent Director FOK Pak Kin Charles 48 Independent Director YIU Wing Hei 44 Independent Director The following is a brief biography of each of the Company’s executive officers and directors: CHING Tim Hoi, Chief Executive Officer and Chairman.
Name Age Position(s) CHING Tim Hoi 68 Chief Executive Officer and Chairman LING Chun Yin 47 Director WAN Yee Hing 41 Chief Financial officer LI Wan Venus 47 Independent Director FOK Pak Kin Charles 49 Independent Director LI Shihua 35 Independent Director The following is a brief biography of each of the Company’s executive officers and directors: CHING Tim Hoi, Chief Executive Officer and Chairman .
As of the date of the Annual Report, the Company have 6 shareholders of record, none of which are located in the United States. 78 Ordinary Shares Beneficially Owned Number Percent Directors and Executive Officers (1) : Ching Tim Hoi 12,800,000 72.6 % Ling Chun Yin 800,000 4.6 % Wan Yee Hing - - Li Venus Wan - - Fok Pak Kin Charles - - Yiu Wing Hei - - All directors and executive officers as a group 13,600,000 79.2 % 5% Principal Shareholders: Ching Tim Hoi 12,800,000 72.6 % Ling Chun Yin 800,000 4.6 % Ace Challenger Limited 800,000 4.6 % (1) Unless otherwise indicated, the business address of each of the individuals is Unit 609, 6/F, Nan Fung Commercial Centre, No.19 Lam Lok Street, Kowloon Bay, Hong Kong.
Ordinary Shares Beneficially Owned Number Percent Directors and Executive Officers (1) : Ching Tim Hoi 12,800,000 29.4 % Ling Chun Yin 800,000 1.8 % Wan Yee Hing - - Li Venus Wan - - Fok Pak Kin Charles - - Li Shihua - - All directors and executive officers as a group 13,600,000 31.2 % 5% Principal Shareholders: Ching Tim Hoi 12,800,000 29.4 % (1) Unless otherwise indicated, the business address of each of the individuals is Unit 609, 6/F, Nan Fung Commercial Centre, No.19 Lam Lok Street, Kowloon Bay, Hong Kong.
A copy of the Clawback Policy was filed as Exhibit 99.10 to the F-1 filed in connection with our IPO, which is incorporate by reference to this Annual Report.
A copy of the Clawback Policy was filed as Exhibit 99.10 to the F-1 filed in connection with our IPO, which is incorporated by reference to this Annual Report. D. Employees As of the date of this Annual Report, we have a total of 6 full-time employees.
Ling Chun Yin Director of the Company and, Assistant to the CEO of Pure Beauty and Raytech Holdings Company Limited, and Supervisor of Zhongshan Raytech b. Due from a director Name Related party relationship As of March 31, 2022 As of March 31, 2023 (1) As of March 31, 2024 HKD HKD HKD Mr. Ching Mr.
Ling”) Director of the Company and, Assistant to the CEO of Pure Beauty and Raytech Holdings Company Limited, and Supervisor of Zhongshan Raytech b. Due from a director Name Relationship Nature of transactions As of March 31, 2023 (1) As of March 31, 2024 (1) As of March 31, 2025 As of March 31, 2025 HKD HKD HKD US$ Mr.
In addition, the executive has agreed to be bound by non-competition and non-solicitation restrictions during the term of his employment and for twelve (12) months following termination of the employment. Compensation of Directors For the fiscal year ended March 31, 2024, we did not compensate the Company’s directors.
In addition, the executive has agreed to be bound by non-competition and non-solicitation restrictions during the term of his employment and for twelve (12) months following termination of the employment. Compensation of Independent Directors For the fiscal year ended March 31, 2025, we paid US$37,974 (equivalent to HKD295,819) to the Company’s independent directors. 73 C.
Li graduated from Simon Fraser University with Bachelor of Economics in 2002 and earned a Master degree of business at Hong Kong Polytechnic University in 2009. We believe Ms. Li qualifies as the Company’s director because of her experience in the manufacturing industry. FOK Pak Kin Charles, Independent Director. Mr. Fok has served as our director since May 2024. Mr.
Before she assumed her current role, she started at Sun Lik in 2002 as a sales coordinator. Ms. Li graduated from Simon Fraser University with Bachelor of Economics in 2002 and earned a Master degree of business at Hong Kong Polytechnic University in 2009. FOK Pak Kin Charles, Independent Director. Mr. Fok has served as our director since May 2024.
Ching qualifies as the Company’s Chairman because of his deep knowledge of the Company’s business and extensive experience in the personal care electrical appliances industry. LING Chun Yin, Director. Mr. Ling has more than 15 years of experience in lifestyle electrical appliances industry and extensive experience in project management and product development. Mr.
Ching qualifies as the Company’s Chairman because of his deep knowledge of the Company’s business and extensive experience in the personal care electrical appliances industry. LING Chun Yin, Director. Mr. Ling has served as a Director of the Company since May 2024. Mr.
(“Sun Lik”), a shoe manufacturer established in Hong Kong in 1980. At Sun Lik, Ms. Li specializes in managing the factory operation in China, monitoring sales team and promoting business development. Before she assumed her current role, she started at Sun Lik in 2002 as a sales coordinator. Ms.
Li has served as a Development Manager for Sun Lik Shoes & Metal Co., Ltd. (“Sun Lik”), a shoe manufacturer established in Hong Kong in 1980. At Sun Lik, Ms. Li specializes in managing the factory operation in China, monitoring sales team and promoting business development.
Wan was the accounting manager of UGC Technology Limited, an information technology company, from 2010 through 2014. Ms. Wan worked at BDO Limited from 2005 through 2010, with her last position being senior associate assurance. Ms. Wan obtained her Bachelor of Arts degree with a major in accountancy from the Hong Kong Polytechnic University in 2005.
From 2014 through 2017, she worked at G4S (Holding) Limited, a global security company, with her last position as Finance Manager. Before that, Ms. Wan was the accounting manager of UGC Technology Limited, an information technology company, from 2010 through 2014. Ms. Wan worked at BDO Limited from 2005 through 2010, with her last position being senior associate assurance. Ms.
Ling Chun Yin and Ms. Wan Yee Hing on April 1, 2023 (each, an “Operative Employment Agreement”), among which Mr. Ching was paid HKD154,546 (US$19,748) as Pure Beauty’s director, Mr. Ling was paid HKD45,637 (US$5,832) as Pure Beauty’s Assistant to CEO and Ms. Wan was paid HKD85,477 (US$10,922) as Pure Beauty’s Financial Controller.
Ling Chun Yin and Ms. Wan Yee Hing on April 1, 2023 (each, an “Operative Employment Agreement”), among which Mr. Ching was paid HKD1,170,000 (US$150,388) as Pure Beauty’s director, Mr. Ling was paid HKD833,353 (US$107,116) as Pure Beauty’s Assistant to CEO and Ms. Wan was paid HKD872,759 (US$112,181) as Pure Beauty’s Financial Controller.
The number and percentage of Ordinary Shares beneficially owned after the initial public offering are based on 17,613,083 Ordinary Shares outstanding as of the date hereof. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of 5% or more of the Company’s Ordinary Shares.
The percentage of beneficial ownership of each listed person of the Company is based on 43,598,083 Ordinary Shares outstanding as of the date of this Annual Report. 77 Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of 5% or more of the Company’s Ordinary Shares.
As of the date of this Annual Report, there were 3 holders of record entered in our ordinary share register.
The Company is not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company. As of the date of this Annual Report, there were 3 holders of record entered in our ordinary share register.
Ling qualifies as the Company’s director because of his familiarity with the Company’s operations and past experience in the lifestyle electrical appliance industry. WAN Yee Hing, Chief Financial Officer. Ms. Wan has over 15 years of experience in professional auditing, corporate accounting and financial management. She has served as our Chief Financial Officer since May 2024.
Ling obtained his Bachelor of Business (Logistics & Supply Chain Management) degree from the Royal Melbourne Institute of Technology. WAN Yee Hing, Chief Financial Officer. Ms. Wan has over 15 years of experience in professional auditing, corporate accounting and financial management. She has served as our Chief Financial Officer since May 2024.
She has been a member of the Hong Kong Institute of Certified Public Accountants (“HKICPA”) since January 2009. 72 LI Wan Venus, Independent Director. Ms. Wan has served as our director since May 2024. Since 2010, Ms. Li has served as a Development Manager for Sun Lik Shoes & Metal Co., Ltd.
Wan obtained her Bachelor of Arts degree with a major in accountancy from the Hong Kong Polytechnic University in 2005. She has been a member of the Hong Kong Institute of Certified Public Accountants (“HKICPA”) since January 2009. 71 LI Wan Venus, Independent Director. Ms. Wan has served as our director since May 2024. Since 2010, Ms.
Ling is currently serving as Assistant to the CEO, Mr. Ching, in Pure Beauty since 2013. Since September 2010, Mr. Ling has also served as the Assistant to CEO in Raytech Holdings Company Limited. In that role, Mr. Ling is responsible for various business units and overall strategic planning.
Ling has also served as the Assistant to CEO in Raytech Holdings Company Limited. In that role, Mr. Ling is responsible for various business units and overall strategic planning. He also currently serves as Supervisor at Zhongshan Raytech Electrical Appliances Manufacturing Co. Ltd. Before joining Raytech Holdings Company Limited, Mr. Ling had worked in several multinational companies.
She current serves as the financial controller of the operating entity, Pure Beauty, a role she assumed in June 2020, and supervises accounting and finance function of the company. From 2014 through 2017, she worked at G4S (Holding) Limited, a global security company, with her last position as Finance Manager. Before that, Ms.
She current serves as the financial controller of the operating entity, Pure Beauty Manufacturing Company Limited, a Hong Kong company and wholly-owned subsidiary of the Company, a role she assumed in June 2020, and supervises the accounting and finance function of the company.
As of March 31, 2023 2024 2024 HKD HKD US$ Name of related party Zhongshan Raytech 8,768,420 24,278,340 3,102,306 Total account payable – related party 8,768,420 24,278,340 3,102,306 (1) As of the date of this Annual Report, the balance of such accounts payable is HK$10,280,297 (US$1,313,625). d.
As of March 31, Name of related parties 2023 2024 2025 2025 HKD HKD HKD US$ Zhongshan Raytech 8,768,420 24,278,340 12,759,342 1,640,039 Raytech Holdings Company Limited - - 2,225,051 286,000 Total account payable – related parties 8,768,420 24,278,340 14,984,393 1,926,039 (1) As of the date of this Annual Report, the balance of such accounts payable is HK$8,247,994 (US$1,060,167). d.
Employees As of the date of this Annual Report, we have a total of 6 full-time employees. Our success depends on our ability to attract, motivate, train and retain qualified personnel.
Our success depends on our ability to attract, motivate, train and retain qualified personnel.
He also currently serves as Supervisor at Zhongshan Raytech Electrical Appliances Manufacturing Co. Ltd. Before joining Raytech Holdings Company Limited, Mr. Ling had worked in several multinational companies. In January 2008 to September 2009, Mr. Ling worked for Novo Nordisk A/S (NYSE: NVO), a world leading multinational diabetic pharmaceutical company, as an Assistant Sourcing Manager. Mr.
From January 2008 to September 2009, Mr. Ling worked for Novo Nordisk A/S (NYSE: NVO), a world leading multinational diabetic pharmaceutical company, as an Assistant Sourcing Manager. Mr. Ling worked at Spectrum Brands Inc. (NYSE: SPB), as senior supply chain officer, from November 2004 through December 2007. Mr.
Removed
Ling worked at Spectrum Brands Inc. (NYSE: SPB), as senior supply chain officer, from November 2004 through December 2007. Mr. Ling obtained his Bachelor of Business (Logistics & Supply Chain Management) degree from the Royal Melbourne Institute of Technology. We believe Mr.
Added
Ling has more than 15 years of experience in the lifestyle electrical appliances industry and extensive experience in project management and product development. Mr. Ling is currently serving as Assistant to the CEO, Mr. Ching, in Pure Beauty Manufacturing Company Limited, a Hong Kong company and wholly-owned subsidiary of the Company, since 2013. Since September 2010, Mr.
Removed
We believe Mr. Fok qualifies as the Company’s director because of his experience in marketing and knowledge of markets important to the Company’s growth in the future. YIU Wing Hei, Independent Director. Mr. Yiu has served as our director since May 2024. Mr. Yiu has extensive experience in investment and corporate finance. From 2010 to 2015, Mr.
Added
LI Shihua, Independent Director. Mr. Li has served as our director since May 2025. Mr. Li has extensive experience in investment. Since September 2024, Mr. Li has served as a director of WellCell Holdings Co., Ltd. (2477.HK), a telecommunication network solutions provider (“WellCell”) listed on the Hong Kong stock exchange.
Removed
Yiu was Investment Director at General Nice Group, advising on the merger and acquisition activities and corporate strategies of the group’s business operations in resources development and production, logistics and trading. Mr.
Added
Since May 2024, he has been acting as a director of the Strategic Development Department of WellCell Tech (HK) Co., Limited, a wholly owned subsidiary of WellCell, and is mainly responsible for the strategic planning, investment, mergers and acquisitions and overseas business expansion of this company. From July 2023 to March 2024, Mr.
Removed
Yiu was also appointed as Executive Director of Finet Group Limited (HKEX: 8317), a financial information provider listed on the Growth Enterprise Market of the Hong Kong Stock Exchange, from 2010 to 2018. In 2018, Mr.
Added
Li served as the investment vice president of Silkroad Goldenbridge Capital Management Limited. From May 2017 to June 2023, Mr. Li served as the investment director of Shenzhen Qianhai Hongzhao Fund Management Co., Ltd. Mr.
Removed
Yiu founded Nice Talent Asset Management Limited, a regulated asset management company with Type 4 (Advising on securities) and Type 9 (Asset Management) regulated activity licenses issued by Securities and Futures Commission of Hong Kong. At the company, Mr.
Added
Li obtained a bachelor’s degree in environmental engineering from Sun Yat-sen University in June 2012 and a master’s degree in applied finance from the Australian National University in March 2017. Except of the fact that Ms. Venus Li Wan and Mr.
Removed
Yiu’s roles primarily include provision of operational, managerial and marketing strategy consultancy services to Nice Talent, he does not provide advisory services to individual or professional investors nor involves in fund managements on behalf of investors. In 2021, Mr.
Added
Kin Charles Fok are married, none of the directors or executive officers have a family relationship as defined in Item 401 of Regulation S-K.
Removed
Yiu sold Nice Talent to Future Fintech (Hong Kong) Limited (Nasdaq: FTFT), but continues to serve as a consultant to Nice Talent where he provides operational, managerial and marketing consulting services to Nice Talent. Mr. Yiu obtained his Bachelor’s degree in Economics and Finance from the University of Hong Kong in 2003. We believe Mr.
Added
Related party transactions Purchase products from related parties For the years ended March 31, Name of related parties 2023 2024 2025 2025 HKD HKD HKD US$ Zhongshan Raytech 28,301,082 47,704,656 53,756,425 6,909,655 Raytech Holdings Company Limited - - 2,225,051 286,000 Total 28,301,082 47,704,656 55,981,476 7,195,655 (1) As of the date of this Annual Report, the purchase from Zhongshan Raytech is HK$8,247,994 (US$1,060,167). 79 e.
Removed
Yiu qualifies as the Company’s director of because of his track record in corporate finance and past experience serving in key roles for public companies.
Added
Office leasing from a related party For the years ended March 31, Name of a related party 2023 2024 2025 2025 HKD HKD HKD US$ Raytech Holdings Company Limited - - 300,000 38,561 Total - - 300,000 38,561 f.
Removed
However, after the IPO, each independent director would be entitled to receive an annual cash compensation in the amount of $14,400, payable quarterly. 74 C. Board Practices Board of Directors The Company’s board of directors consists of five directors.
Added
Commission paid to a related party For the years ended March 31, Name of a related party 2023 2024 2025 2025 HKD HKD HKD US$ Mr.
Removed
Board Diversity Matrix Board Diversity Matrix (As of March 31, 2024) Country of Principal Executive Offices Hong Kong Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 5 Female Male Non- Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 D.
Added
Ching. Pursuant to the lease agreement between Raytech Holdings Company Limited and Pure Beauty, the lease term is one year, from April 1, 2025 to March 31, 2026 and the monthly rent is HKD25,000 (US$3,213).
Removed
Percentage of beneficial ownership of each listed person prior to the initial public offering of the Company is based on 17, Ordinary Shares outstanding as of the date of this Annual Report. Percentage of beneficial ownership of each listed person after this offering includes Ordinary Shares outstanding immediately after the completion of this offering.
Added
From April 1, 2024 to March 31, 2025, Pure Beauty Manufacturing Company Limited leased an aggregate of 1,343 square feet of property, located at Unit 609, 6/F, Nan Fung Commercial Centre, 19 Lam Lok Street, Kowloon Bay, Hong Kong, from Raytech Holdings Company Limited, a company controlled by our CEO and Chairman, Mr. Ching.
Removed
(2) Includes 800,000 Ordinary Shares owned through Ace Challenger Limited, a BVI company of which Ms. LOOK Wai Yi is the sole shareholder and sole director. Ms. LOOK Wai Yi has the voting, dispositive or investment powers over such Ordinary Shares.
Removed
The address of Ace Challenger Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The Company is not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

88 edited+48 added−44 removed77 unchanged
Biggest changeAn organization is required to demonstrate it had: ● continued to improve OH&S performance ● fulfilled legal and other requirements ● achieved OH&S objectives * Description of the applicable ISO standard type and requirement is presented according to the International Organization for Standardization. 42 Market and Industry Overview As discussed in “Personal Care Electrical Appliances Market Size 2024-32 Market Research Report” by IMARC Group and “Personal Care Appliances Global Market Report 2024 – By Product (Hair Care, Hair Removal, Oral Care, Other Products), By Distribution Channel (Online, Offline), By End-Use (Female, Male) – Market Size, Trends, And Global Forecast 2024-2033” published by The Business Research Company, personal care electrical appliances are grooming products which primarily consist of hair care appliances (e.g. hair dryer, hair straightener, hair clippers, curling irons, hair setters, and others), hair removal appliances (e.g. trimmer, power shaver and epilator), oral care appliances such as powered tooth brush and oral irrigator, and other personal care appliances such as electrical facial brush, electrical facial cleanser, electrical eyebrow trimmer, battery-operated nail polisher.
Biggest changeAn organization is required to demonstrate it had: ● continued to improve OH&S performance ● fulfilled legal and other requirements ● achieved OH&S objectives * Description of the applicable ISO standard type and requirement is presented according to the International Organization for Standardization. 40 Market and Industry Overview Industry Overview Personal care appliances are now integral to daily life.
We then provide the tested sample of the finished product to our customer. Upon the acceptance of the sample of the finished product by the customer’s quality control team, we will arrange a manufacturing schedule with the manufacturer for a mass production.
We then provide the tested sample of the finished product to our customer. Upon the acceptance of the sample of the finished product by the customer’s quality control team, we will arrange a manufacturing schedule with the manufacturer for mass production.
Given that we have long business relationship with these customers, we believe that our products are of high quality and capable of being sold in the high-end market and able to continue to strengthen our position as a design office for international brand owners in the long run.
Given that we have a long business relationship with these customers, we believe that our products are of high quality and capable of being sold in the high-end market and able to continue to strengthen our position as a design office for international brand owners in the long run.
We have a strong and experienced management team with strong commitment Our success and growth are substantially attributable to the strong commitment of our executive Directors and senior management team to deliver high quality products to our customers. Our founder, Mr.
We have a strong and experienced management team with strong commitment to deliver high quality products. Our success and growth are substantially attributable to the strong commitment of our executive Directors and senior management team to deliver high quality products to our customers. Our founder, Mr.
Expansion of market We seek to expand our customer base, geographic presence and improve our local connection with them. We intend to expand our business from Hong Kong to the U.S., Europe and Asia market. We have currently only conducted limited market studies of these other markets, but have not started any marketing or sales initiatives for these markets.
Expansion of market We seek to expand our customer base, geographic presence and improve our local connection with them. We intend to expand our business from Hong Kong to the U.S., Europe and Asia markets. We have currently only conducted limited market studies of these other markets, but have not started any marketing or sales initiatives for these markets.
Regardless of the type of our services, as the design, prototype, specification of the personal care electrical appliances and the respective packaging, are developed under the narratives, requirements and standards of our customers, the patents of such design and product prototype are owned by our customers.
Regardless of the type of services, as the design, prototype, specification of the personal care electrical appliances and the respective packaging are developed under the narratives, requirements and standards of our customers, the patents of such design and product prototype are owned by our customers.
As of the date of this Annual Report, we believe that we have obtained all necessary licenses, permissions or approvals including the business registration certificate from the governmental authorities of Hong Kong to operate our business and to the best of our knowledge, no license, permission or approval has been denied.
We believe that, as of the date of this annual report, we have obtained all necessary licenses, permissions or approvals including the business registration certificate from the governmental authorities of Hong Kong to operate our business and to the best of our knowledge, no license, permission or approval has been denied.
As stipulated by the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer.
As stipulated by the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such an employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer.
Where a manufacturer, distributor and retailer knows or reasonably believes that the products may be defective, he may have to cease to supply such goods and to give warning and instructions to persons to whom the products are supplied.
Where a manufacturer, distributor or retailer knows or reasonably believes that the products may be defective, he may have to cease to supply such goods and to give warning and instructions to persons to whom the products are supplied.
If Raytech Holding intends to distribute dividends to its shareholders, it will depend on payment of dividends from Pure Beauty to Raytech Holding in accordance with the laws and regulations of Hong Kong, and the dividends will be distributed by Raytech Holding to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.
If Raytech Holding intends to distribute dividends to its shareholders, it will depend on payment of dividends from Pure Beauty or Raytech Innovation to Raytech Holding in accordance with the laws and regulations of Hong Kong, and the dividends will be distributed by Raytech Holding to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.
As at the date of this Annual Report, we have been using certain trademarks on Pure Beauty’s daily business operations which are currently registered in Japan and owned by Mr. Ching (the “Japan Pure Beauty Trademarks”). On August 1, 2021, a trademark license agreement was entered into between us and Mr.
As of the date of this annual report, we have been using certain trademarks in Pure Beauty’s daily business operations which are currently registered in Japan and owned by Mr. Ching (the “Japan Pure Beauty Trademarks”). On August 1, 2021, a trademark license agreement was entered into between us and Mr.
These provisions include, but are not limited to: ● being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our SEC filings; ● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; ● reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and ● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 37 The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.
These provisions include, but are not limited to: ● being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our SEC filings; ● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; ● reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and ● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 35 The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.
As at the date of this Annual Report, there was no statutory or mandatory licensing and qualification system in Hong Kong governing the design, development and sourcing of personal care electrical appliances. Below sets out a summary of certain aspects of the Hong Kong laws and regulations which are relevant to our operation and business.
As of the date of this Annual Report, there was no statutory or mandatory licensing and qualification system in Hong Kong governing the design, development and sourcing of personal care electrical appliances. Below sets out a summary of certain aspects of the Hong Kong laws and regulations which are relevant to our operation and business.
Cash is transferred through our organization in the following manner: (i) funds may be transferred from Raytech Holding, the holding company incorporated in the British Virgin Islands to Pure Beauty in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by Pure Beauty to Raytech Holding.
Cash is transferred through our organization in the following manner: (i) funds may be transferred from Raytech Holding, the holding company incorporated in the British Virgin Islands to Pure Beauty or Raytech Innovation in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by Pure Beauty or Raytech Innovation to Raytech Holding.
Section 4(1) of the CGSO requires consumer goods to be reasonably safe having regard to all of the circumstances including the manner in which, and the purpose for which the products are presented, promoted or marketed, the use of any mark in relation to the products, instructions and warnings given for the keeping or use of the products, reasonable safety standards published by a standards institute or other similar bodies and the existence of any reasonable means to make the products safer. 50 According to section 2(1) of the Consumer Goods Safety Regulation, where consumer goods on their packages are marked with, or where any labels affixed to or any documents enclosed in their packages contain, any warning or caution regarding the safe keeping, use, consumption or disposal, such warning or caution shall be in both the English and the Chinese languages.
Section 4(1) of the CGSO requires consumer goods to be reasonably safe having regard to all of the circumstances including the manner in which, and the purpose for which the products are presented, promoted or marketed, the use of any mark in relation to the products, instructions and warnings given for the keeping or use of the products, reasonable safety standards published by a standards institute or other similar bodies and the existence of any reasonable means to make the products safer. 49 According to section 2(1) of the Consumer Goods Safety Regulation, where consumer goods on their packages are marked with, or where any labels affixed to or any documents enclosed in their packages contain, any warning or caution regarding the safe keeping, use, consumption or disposal, such warning or caution shall be in both the English and the Chinese languages.
In the event of manufacturing defaults such as refining the product samples, manufacturing failure or delay, or delay of shipping caused by the manufacturing facility, our collaborating manufacturer bears the relative costs and risks. We sell our personal care electrical appliances products at wholesale to our customers.
In the event of manufacturing defaults such as refining the product samples, manufacturing failure or delay, or delay of shipping caused by the manufacturing facility, our collaborating manufacturer bears the relative costs and risks. We sell our personal care electrical appliances products wholesale to our customers.
This facial care set is waterproof designed and can be used for wet and dry use. Foil shaver offers advanced 3-stage cutting system, quiet and less vibration motor, close contact around the chin, jaw and neck and waterproof designed.
This facial care set is waterproof designed and can be used for wet and dry use. Foil shaver offers advanced 3-stage cutting system, quiet and less vibration motor, close contact around the chin, jaw and neck and waterproof design.
Trimmer series: Designed with compact size and equipped with 2-way head of face shaver and nose hair trimmer on each side and washable components, the 2-in-1 face shaver and nose trimmer sets are more popular than the face shaver and nose trimmer as two separate products.
Trimmer series: Designed with compact size and equipped with 2-way head and face shaver and nose hair trimmer on each side, washable components, the 2-in-1 face shaver and nose trimmer sets are more popular than the face shaver and nose trimmer as two separate products.
Therefore, we are a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4I under the Exchange Act. As a result, we are not subject to the same requirements as U.S. domestic issuers.
Therefore, we are a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4I under the Exchange Act. As a result, we are not subject to the same reporting requirements as U.S. domestic issuers.
The six Data Protection Principles are: ● Principle 1—purpose and manner of collection of personal data; ● Principle 2—accuracy and duration of retention of personal data; ● Principle 3—use of personal data; ● Principle 4—security of personal data; ● Principle 5—information to be generally available; and ● Principle 6—access to personal data.
The six Data Protection Principles are: ● Principle 1—purpose and manner of collection of personal data; 47 ● Principle 2—accuracy and duration of retention of personal data; ● Principle 3—use of personal data; ● Principle 4—security of personal data; ● Principle 5—information to be generally available; and ● Principle 6—access to personal data.
Section 7A of the TDO provides that a trader who applies a false trade description to a service supplied or offered to be supplied to a consumer, or supplies or offers to supply to a consumer a service to which a false trade description is applied, commits an offence. 51 Sections 13E, 13F, 13G, 13H and 13I of the TDO provide that a trader who engages in relation to a consumer in a commercial practice that (a) is a misleading omission; or (b) is aggressive; (c) constitutes bait advertising; (d) constitutes a bait and switch; or (e) constitutes wrongly accepting payment for a product, commits an offence.
Section 7A of the TDO provides that a trader who applies a false trade description to a service supplied or offered to be supplied to a consumer, or supplies or offers to supply to a consumer a service to which a false trade description is applied, commits an offence. 50 Sections 13E, 13F, 13G, 13H and 13I of the TDO provide that a trader who engages in relation to a consumer in a commercial practice that (a) is a misleading omission; or (b) is aggressive; (c) constitutes bait advertising; (d) constitutes a bait and switch; or (e) constitutes wrongly accepting payment for a product, commits an offence.
Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), or the ECO The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), is an ordinance enacted for the purpose of providing for the payment of compensation to employees injured in the course of employment. 49 The ECO establishes a no-fault and non-contributory employee compensation system for work injuries and lays down the rights and obligations of employers and employees in respect of injuries or death caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases.
Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), or the ECO The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) is an ordinance enacted for the purpose of providing for the payment of compensation to employees injured in the course of employment. 48 The ECO establishes a no-fault and non-contributory employee compensation system for work injuries and lays down the rights and obligations of employers and employees in respect of injuries or death caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases.
We plan to increase our investments in sales and marketing function, in particular the U.S., Europe and Asia market to cope with our business expansion plan, our Company’s sales and marketing activities mainly included handling purchase orders received from our customers, coordinating with our manufacturers which have their production teams for execution of purchase orders, communicating with our customers on their requests and feedbacks exploring with then the potential business opportunities.
We plan to increase our investments in sales and marketing function, in particular the U.S., Europe and Asia market to cope with our business expansion plan, our Company’s sales and marketing activities mainly included handling purchase orders received from our customers, coordinating with our manufacturers which have their production teams for execution of purchase orders, communicating with our customers on their requests and feedbacks exploring with them the potential business opportunities.
CQC is a member of IQNet Association, an international certification entity in Switzerland formed by more than 30 certification entities in major countries and those members implemented domestic standards which mirror equivalent standards established by International Organization for Standardization (“ISO”). Zhongshan Raytech obtained the following certifications issued by CQC as of March 31, 2024.
CQC is a member of IQNet Association, an international certification entity in Switzerland formed by more than 30 certification entities in major countries and those members implemented domestic standards which mirror equivalent standards established by International Organization for Standardization (“ISO”). Zhongshan Raytech obtained the following certifications issued by CQC as of March 31, 2025.
Collaborating Manufacturers We have forged long-term relationships with manufacturers specialized in producing personal care electrical appliances for international brand owners who market their personal care electrical appliances globally. When selecting and evaluating manufacturers, we consider a number of business factors such as cost, quality and on-time delivery.
Collaborating Manufacturers We have forged long-term relationships with manufacturers specializing in producing personal care electrical appliances for international brand owners who market their personal care electrical appliances globally. When selecting and evaluating manufacturers, we consider a number of business factors such as cost, quality and on-time delivery.
Product Sourcing and Wholesaling We are experienced in design and development in the personal care electrical appliance industry. Our research and development team consists of 2 full-time employees with aggregated experience of at least 16 years of industry experience in electrical appliances engineering and supply chain management.
Product Sourcing and Wholesaling We are experienced in design and development in the personal care electrical appliance industry. Our research and development team consists of 2 full-time employees with at least 16 years of industry experience in electrical appliances engineering and supply chain management, in the aggregate.
The PDPO also gives data subjects certain rights, inter alia : ● the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject; ● if the if the data user holds such data, to be supplied with a copy of such data; and ● the right to request correction of any data they consider to be inaccurate.
The PDPO also gives data subjects certain rights, inter alia : ● the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject; ● if the data user holds such data, to be supplied with a copy of such data; and ● the right to request corrections of any data they consider to be inaccurate.
Led by a management team with 30 years of research, development and operation experience in the industry, our Company’s business growth has been driven by our research and development efforts in satisfying various needs of our customers. We work closely with our customers in product design and development.
Led by a management team with an aggregate of 30 years of research, development and operation experience in the industry, our Company’s business growth has been driven by our research and development efforts in satisfying various needs of our customers. We work closely with our customers in product design and development.
The PDPO criminalizes, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request and the unauthorized disclosure of personal data obtained without the relevant data user’s consent.
The PDPO criminalizes certain violations, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request and the unauthorized disclosure of personal data obtained without the relevant data user’s consent.
Our Products Over years of operation, we have sourced and wholesaled a wide range of personal care electrical appliances, which can be broadly classified into seven major categories: (i) hair styling series, including hair dryer, hair straightener and curling iron; (ii) trimmer series, including facial shaver, nose trimmer and eyebrow trimmer; (iii) eyelash curler; (iv) neck care series; (v) nail care series; (vi) other personal care appliances such as body and facial brush, reset brush, callus remover, sonic peeling, handy fan and others; and (vii) tooling.
Our Products Over years of operation, we have sourced and wholesaled a wide range of personal care electrical appliances, which can be broadly classified into six major categories: (i) hair styling series, including hair dryer, hair straightener and curling iron; (ii) trimmer series, including facial shaver, nose trimmer and eyebrow trimmer; (iii) eyelash curler; (iv) nail care series; (v) tooling and (vi) other personal care appliances such as body and facial brush, reset brush, callus remover, sonic peeling, handy fan and others.
Item 7. Major Shareholders and Related Party Transactions — A. Major Shareholders .” 35 Dividend Distributions or Assets Transfer among the Holding Company and Its Subsidiaries Raytech Holding is permitted under the laws of British Virgin Islands to provide funding to its subsidiary in Hong Kong through loans or capital contributions without restrictions on the amount of the funds.
Item 7. Major Shareholders and Related Party Transactions — A. Major Shareholders .” 33 Dividend Distributions or Assets Transfer among the Holding Company and Its Subsidiaries Raytech Holding is permitted under the laws of British Virgin Islands to provide funding to its subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds.
For example, in October 2017 and in April 2019, our founder, Mr. Ching, was featured twice by the HKEAIA Express Magazine, an official publication of the Hong Kong Electrical Appliance Industries Association, for his decades of experience in the electrical appliance industries. Such reputation has attracted various renowned brand owners which became our major customers.
For example, in October 2017 and in April 2019, our founder, Mr. Ching, was featured twice by the HKEAIA Express Magazine, an official publication of the Hong Kong Electrical Appliance Industries Association, for his decades of experience in the electrical appliance industries. We believe our reputation has attracted various renowned brand owners which became our major customers.
If Pure Beauty incurs debt on its own in the future, the instruments governing such debt may restrict Pure Beauty’s ability to pay dividends, make distribution or transfer funds to Raytech Holding.
If Pure Beauty or Raytech Innovation incurs debt on its own in the future, the instruments governing such debt may restrict Pure Beauty’s or Raytech Innovation’s ability to pay dividends, make distribution or transfer funds to Raytech Holding.
In the reporting periods presented in this Annual Report, no cash and other asset transfers have occurred among the Company and its subsidiary. Currently, substantially all of our operations are in Hong Kong.
In the reporting periods presented in this Annual Report, no cash and other asset transfers have occurred among the Company and its subsidiaries. Currently, substantially all of our operations are in Hong Kong.
Pure Beauty is permitted under the laws of Hong Kong to provide funding to Raytech Holding through dividend distribution without restrictions on the amount of the funds or restrictions on foreign exchange.
Each of Pure Beauty or Raytech Innovation is permitted under the laws of Hong Kong to provide funding to Raytech Holding through dividend distribution without restrictions on the amount of the funds or restrictions on foreign exchange.
An employer who wilfully and without reasonable excuse fails to pay wages to an employee when it becomes due commits a criminal offence and is liable on conviction to a fine and imprisonment.
An employer who willfully and without reasonable excuse fails to pay wages to an employee when it becomes due commits a criminal offence and is liable on conviction to a fine and imprisonment.
Our key competitive strengths include: We have strong presence in the personal care electrical appliances industry with a 10-year operating history and emphasis on hair styling products We believe that we have built up strong reputation in the personal care electrical appliances industry as a result of our at least 11-year operating history and our establishment in the industry.
Our key competitive strengths include: We have a strong presence in the personal care electrical appliances industry with a 10-year operating history and emphasis on hair styling products We believe that we have built up a strong reputation in the personal care electrical appliances industry as a result of our approximately 11-year operating history and our establishment in the industry.
This series contributed 7%, 3% and 2%, respectively, to our total revenue for the years ended March 31, 2022, 2023 and 2024, respectively. Other personal care appliance series: Our other personal care appliance series comprises reset brush, callus removers, body and facial brush, sonic peeling, handy fan and others.
This series contributed 3%, 2% and 2%, respectively, to our total revenue for the years ended March 31, 2023, 2024 and 2025. Other personal care appliance series: Our other personal care appliance series comprises reset brush, callus removers, body and facial brush, sonic peeling, handy fan and others.
Otherwise, a buyer has the right to reject defective goods unless he or she has a reasonable opportunity to examine the goods. C. Organizational Structure See “ Item 4. Information on the Company – A. History and Development of the Company .” D. Property, Plants and Equipment See “ Item 4. Information on the Company – B.
Otherwise, a buyer has the right to reject defective goods unless he or she has a reasonable opportunity to examine the goods. C. Organizational Structure See “ Item 4. Information on the Company – A. History and Development of the Company .” D. Plant and Equipment See “ Item 4. Information on the Company – B.
Through Raytech Holding’s wholly-owned subsidiary in Hong Kong, Pure Beauty, we principally engage in the sourcing and wholesaling of personal care electrical appliances for international brand owners. We also provide product design and development collaboration as a value-added service for our customers. Our current customers focus on marketing their personal care electrical appliances products mainly in Japan.
Through Raytech Holding’s wholly-owned subsidiaries in Hong Kong, we principally engage in the sourcing and wholesaling of personal care electrical appliances for international brand owners. We also provide product design and development collaboration as a value-added service for our customers. Our current customers focus on marketing their personal care electrical appliances products mainly in Japan.
Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong), or the MWO The Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) provides for a prescribed minimum hourly wage rate (currently at HK$40 per hour) during the wage period for every employee engaged under a contract of employment under the EO.
Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong), or the MWO The Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) provides for a prescribed minimum hourly wage rate (currently at HK$42.1 per hour) during the wage period for every employee engaged under a contract of employment under the EO.
In particular, along with product design and development collaboration, we are specialized in sourcing and wholesaling hair dryers within our hair styling series which primarily include salon-type hair protection and styling functions or compact design for travel.
In particular, along with product design and development collaboration, we specialize in sourcing and wholesaling hair dryers within our hair styling series which primarily include salon-type hair protection and styling functions or compact design for travel.
CQC Standard and equivalent ISO standard Type of standard * Date of issuance, renewal and expiration Certificate number ISO criteria that an organization is required to meet * GB/T 19001-2016 (ISO9001:2015) Quality management system Date of initial issuance: December 24, 2018 Date of renewal: February 10, 2022 Date of expiration: December 23, 2024 00122Q31058R1M/4400 An organization needs to demonstrate it had: the ability to consistently provide products and services that meet customer and applicable statutory and regulatory requirements; ● facilitating opportunities to enhance customer satisfaction; ● addressing risks and opportunities associated with its context and objectives; ● the ability to demonstrate conformity to specified quality management system requirements.
CQC Standard and equivalent ISO standard Type of standard * Date of issuance, renewal and expiration Certificate number ISO criteria that an organization is required to meet * GB/T 19001-2016 (ISO9001:2015) Quality management system Date of initial issuance: December 24, 2018 Date of renewal: December 20, 2024 Date of expiration: December 23, 2027 00124Q311007R2M/4400 An organization needs to demonstrate it had: the ability to consistently provide products and services that meet customer and applicable statutory and regulatory requirements; ● facilitating opportunities to enhance customer satisfaction; ● addressing risks and opportunities associated with its context and objectives; ● the ability to demonstrate conformity to specified quality management system requirements.
Our management identified the needs to allocate resources to actively promote our aforesaid strengths with a view to attracting potential customers to approach us for our products and services. 46 Recruit, Retain and Develop Employees We will continue hiring highly qualified and experienced staff in the field.
Our management identified a need to allocate resources to actively promote our aforesaid strengths with a view to attracting potential customers to approach us for our products and services. 45 Recruit, Retain and Develop Employees We will continue hiring highly qualified and experienced staff in the field.
We have focused on designing hair straightener in compact size with quick USB charging for travel and home use.
We have focused on designing hair straighteners in compact size with quick USB charging for travel and home use.
An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data, may seek compensation from the data user concerned.
An individual who suffers damage, including injured feelings, because of a contravention of the PDPO in relation to his or her personal data, may seek compensation from the data user concerned.
We believe that by engaging meetings with our customers and obtaining feedbacks from our customers, we are able to gain a deeper understanding of our customers’ requirements and develop desirable products that satisfy our customers’ needs. As such, we have established strong relationship with our customers through our close working relationship with them.
We believe that by engaging meetings with our customers and obtaining feedbacks from our customers, we are able to gain a deeper understanding of our customers’ requirements and develop desirable products that satisfy our customers’ needs. As such, we have established strong relationship with our customers.
See “ Dividend Policy ” on page 82 and “ Risk Factors – Risks Related to Our Corporate Structure – Raytech Holding may rely on dividends and other distributions on equity paid by its subsidiary to fund any cash and financing requirements Raytech Holding may have, and any limitation on the ability of its subsidiary to make payments to Raytech Holding could have a material adverse effect on Raytech Holding’s ability to conduct its business .” on page 17 for more information.
See “ Dividend Policy ” on page 81 and “ Risk Factors – Risks Related to Our Corporate Structure – Raytech Holding may rely on dividends and other distributions on equity paid by its subsidiaries to fund any cash and financing requirements Raytech Holding may have, and any limitation on the ability of its subsidiaries to make payments to Raytech Holding could have a material adverse effect on Raytech Holding’s ability to conduct its business .” on page 16 for more information.
Under the Exchange Act, we are subject to reporting obligations that, to some extent, are more lenient and less frequen t than those of U.S. domestic reporting companies.
Under the Exchange Act, we are subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies.
An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public comp anies.
An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies.
Ching has made contribution to our Company consistently and continuously with his insight in product design, his dedication on quality control of our products and his skills in departmental management.
Ching has contributed to our Company consistently and continuously with his insight in product design, his dedication on quality control of our products and his skills in departmental management.
No employees are represented by a labor union, and we believe that we have good relations with our employees. 47 Facilities Our principal executive office is a 1,343 square feet leased property located at Unit 609, 6/F, Nan Fung Commercial Centre, 19 Lam Lok Street, Kowloon Bay, Hong Kong.
Employees As of March 31, 2025, we have 6 employees. No employees are represented by a labor union, and we believe that we have good relations with our employees. 46 Facilities Our principal executive office is 1,343 square feet leased property located at Unit 609, 6/F, Nan Fung Commercial Centre, 19 Lam Lok Street, Kowloon Bay, Hong Kong.
Within our direct holding structure, the cross-border transfer of funds within our corporate Company is legal and compliant with the laws and regulations of the British Virgin Islands and Hong Kong. In the future, cash proceeds from overseas financing activities can be directly transferred to subordinate operating entity Pure Beauty via capital contribution or shareholder loans.
Within our direct holding structure, the cross-border transfer of funds within our corporate Company is legal and compliant with the laws and regulations of the British Virgin Islands and Hong Kong. In the future, cash proceeds from overseas financing activities can be directly transferred to each of the subsidiaries via capital contribution or shareholder loans.
Our customers are international renowned brand owners of hair styling products and personal care electronical appliance products which have stringent requirements on our products to meet various quality and safety standards.
Our customers are international renowned brand owners of hair styling products and personal care electronic appliance products which have stringent requirements for our products to meet various quality and safety standards.
The laws and regulations of mainland China do not currently have any material impact on transfer of cash from Raytech Holding to Pure Beauty or from Pure Beauty to Raytech Holding and the investors in the U.S. 36 There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies and the remittance of currencies out of Hong Kong.
The laws and regulations of mainland China do not currently have any material impact on transfer of cash from Raytech Holding to either of its subsidiaries or from either of its subsidiaries to Raytech Holding and the investors in the U.S. 34 There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies and the remittance of currencies out of Hong Kong.
Major features of the salon-styled hair dryers that we have designed include: Negative ion technology Help eliminate frizzy hair Scirocco fan Allows to thoroughly dry hair from the roots Removable filter Washable for easy daily cleaning and detachable for preventing dust and hair from blocking the blades Compact size and lightweight Handy for travel and home use 39 Our sale of hair straightener represented 14%, 36% and 43% of our sale of hair styling series for the years ended March 31, 2022, 2023 and 2024, respectively.
Major features of the salon-styled hair dryers that we have designed include: Negative ion technology Help eliminate frizzy hair Scirocco fan Allows to thoroughly dry hair from the roots Removable filter Washable for easy daily cleaning and detachable for preventing dust and hair from blocking the blades Compact size and lightweight Handy for travel and home use 37 Our sales of hair straighteners represented 36%, 43% and 41% of our sales of hair styling series for the years ended March 31, 2023, 2024 and 2025, respectively.
Approximately 66%, 44% and 37% of our sale of hair styling series for the years ended March 31, 2022, 2023 and 2024, respectively, was derived from the sale of hair dryers.
Approximately 44%, 37% and 25% of our sale of hair styling series for the years ended March 31, 2023, 2024 and 2025, respectively, was derived from the sale of hair dryers.
License/permit/approval Issuing authority Commencement date Expiry date Business Registration Certificate Inland Revenue Department April 15, 2024 April 14, 2025 Regulations Related to our Business Operations in Hong Kong Pure Beauty is Raytech Holding’s wholly-owned subsidiary established in Hong Kong through which Raytech Holding conducts its operations.
Entities License/permit/approval Issuing authority Commencement date Expiry date Pure Beauty Business Registration Certificate Inland Revenue Department April 15, 2025 April 14, 2026 Raytech Innovation Business Registration Certificate Inland Revenue Department May 6, 2025 May 5, 2026 Regulations Related to our Business Operations in Hong Kong Pure Beauty is Raytech Holding’s wholly-owned subsidiary established in Hong Kong through which Raytech Holding conducts its operations.
Raytech Holding maintains a website at www.raytech.com.hk. The information contained in, or accessible from, Raytech Holding’s website or any other website does not constitute a part of this Annual Report. 38 B. Business Overview Business Overview Leveraging our expertise in personal care electrical appliance industry, we aim to promote consumer lifestyles and drive the awareness of personal grooming.
The information contained in, or accessible from, Raytech Holding’s website or any other website does not constitute a part of this Annual Report. 36 B. Business Overview Business Overview Leveraging our expertise in the personal care electrical appliance industry, we aim to promote consumer lifestyles and drive the awareness of personal grooming.
Both Raytech Holding and Pure Beauty currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.
Raytech Holding and each of its subsidiaries currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.
For the years ended March 31, 2022, 2023 and 2024, 22%, 19% and 34%, respectively, of our revenue related to the sale of trimmer series. Approximately 32%, 32% and 15% of our trimmer series sold in years ended March 31, 2022, 2023 and 2024, respectively, are 2-in-1 face shaver and nose trimmer sets.
For the years ended March 31, 2023, 2024 and 2025, 19%, 34% and 43% of our revenue related to the sale of the trimmer series. Approximately 32%, 15% and 12% of our trimmer series sold in the years ended March 31, 2023, 2024 and 2025, respectively, were 2-in-1 face shaver and nose trimmer sets.
Leveraging our experience and expertise in the personal care electrical appliances industry, we believe we are well positioned to maintain our relationship with our current customers, and continue to expand our market share in the U.S., Europe and other Asia markets in the near future.
Leveraging our experience and expertise in the personal care electrical appliances industry, we believe we are well positioned to maintain our relationships with our current customers, and explore our market share in the U.S., Europe and Asia in the near future.
We believe that our Company is positioned to secure more orders from our existing customers and attract new customers to expand our customer base. 45 We have a quality control system, which allows us to deliver high quality products and maintain market reputation We place great emphasis on high quality products and hence, we have implemented stringent quality control system.
We believe that our Company is positioned to secure more orders from our existing customers and attract new customers to expand our customer base, due in part to our close working relationships with them. 44 We have a quality control system, which allows us to deliver high quality products and maintain market reputation We place great emphasis on high quality products and hence, we have implemented a stringent quality control system.
Hair styling series : Our sale of hair styling series constituted 38%, 62% and 48% of our total revenue for the years ended March 31, 2022, 2023 and 2024, respectively.
Hair styling series : Our sales of hair styling series constituted 62%, 48% and 48% of our total revenue for the years ended March 31, 2023, 2024 and 2025, respectively.
During the year ended March 31, 2024, the sale of men shaver, women’s epilator shaver and foil shaver contributed 11%, 13% and 27%, respectively, to the total revenue of trimmer series. Eyelash curler series: Eyelash curler is designed with 2-way comb either to increase the eyelash volume or to enhance panoramic appearance.
During the year ended March 31, 2025, the sale of men shaver, women’s epilator shaver and foil shaver contributed 7%, 6% and 47%, respectively, to the total revenue of trimmer series. Eyelash curler series: Our eyelash curler is designed with 2-way comb either to increase the eyelash volume or to enhance panoramic appearance.
The following table provides details on the licenses, permissions or approvals held by Raytech Holding’s Hong Kong subsidiary Pure Beauty.
The following table provides details on the licenses, permissions or approvals held by Raytech Holding’s Hong Kong subsidiaries.
Our Customers Our customers are brand owners of personal care electrical appliances including, Koizumi Seiki Corp., one of the top 10 sellers in terms of retail volume in the personal care electrical appliance market in Japan as stated in “Personal Care Appliances in Japan” by Euromonitor International in December 2023.
Our Customers Our customers are brand owners of personal care electrical appliances including, (i) Koizumi Seiki Corp., one of the top 10 sellers in terms of retail volume in the personal care electrical appliance market in Japan as stated in “Personal Care Appliances in Japan” by Euromonitor International in December 2023; (ii) another customer, a U.S. home appliance manufacturer.
We generated approximately 14%, 7% and 5% of our total revenue from this series for the years ended March 31, 2022, 2023, and 2024, respectively. Reset brush represented 41%, 55% and 65% of the sale of our other personal care appliance series for the years ended March 31, 2022, 2023 and 2024, respectively.
We generated approximately 7%, 5% and 3% of our total revenue from this series for the years ended March 31, 2023, 2024 and 2025, respectively. The reset brush represented 55%, 65% and 27% of the sales of our other personal care appliance series for the years ended March 31, 2023, 2024 and 2025, respectively.
GB/T 45001-2020 (ISO45001:2018) Occupational health and safety (“OH&S”) management system Date of initial issuance: January 2, 2019 Date of renewal: February 9, 2022 Date of expiration: January 1, 2025 00122S30344R1M/4400 An organization established, implemented and maintained an OH&S management system to improve occupational, health and safety, eliminate hazards and minimize OH&S risks.
GB/T 45001-2020 (ISO45001:2018) Occupational health and safety (“OH&S”) management system Date of initial issuance: January 2, 2019 Date of renewal: December 20, 2024 Date of expiration: January 1, 2028 00124S34130R2M/4400 An organization established, implemented and maintained an OH&S management system to improve occupational, health and safety, eliminate hazards and minimize OH&S risks.
GB/T 24001-2016 (ISO14001:2015) Environmental management system Date of initial issuance: March 1, 2019 Date of renewal: February 9, 2022 Date of expiration: February 28, 2025 00122E30452R1M/4400 An organization established, maintained and improved an environmental management system and assured itself of conformity with its stated environmental policy.
GB/T 24001-2016 (ISO14001:2015) Environmental management system Date of initial issuance: March 1, 2019 Date of renewal: December 20, 2024 Date of expiration: February 28, 2028 00124E35214R2M/4400 An organization established, maintained and improved an environmental management system and assured itself of conformity with its stated environmental policy.
Riding on our extensive experience and product development capability, we continue to expand and strengthen our market position and plan to explore oral care electrical appliance series for the international brand owners. 40 Our product sourcing service is summarized as follows: our sales and marketing team first receives an order from our customer who requests our expertise to examine and advise on the design and manufacturing feasibility of a product sample or design prototype of a product prepared by the customer.
Riding on our extensive experience and product development capability, we continue to expand and strengthen our market position. 38 Our product sourcing service is summarized as follows: our sales and marketing team first receives an order from a customer who requests our expertise to examine and advise on the design and manufacturing feasibility of a product sample or design prototype of a product prepared by the customer.
In order to expand and grow our business, we must continuously recruit and attract talented employee not only in sales and marketing side for acquiring new customers, but also the operational staff to perform in connecting with production and manufacturing side.
In order to expand and grow our business, we must continuously recruit and attract talented employees not only in the sales and marketing side to acquire new customers, but also the operational staff to manage the interface with the production and manufacturing side.
For the year ended March 31, 2024, payments to each of Zhongshan Raytech and Zhongshan Leimi accounted for 88.5% and 7.3%, respectively, of the total manufacturing costs of the Company. 41 The factories operated by our major collaborating manufacturers are located in Zhongshan, Guangdong Province, PRC.
For the year ended March 31, 2024, payments to each of Zhongshan Raytech accounted for 88.5%, of the total purchases of the Company. For the year ended March 31, 2025, payments to Zhongshan Raytech accounted for 88.2% of the total purchases of the Company. The factories operated by our major collaborating manufacturers are located in Zhongshan, Guangdong Province, PRC.
Ching Tim Hoi, and (ii) Zhongshan Leimi Electrical Appliances Company Limited (“Zhongshan Leimi”), a mainland China-based corporation. For the year ended March 31, 2022, payments to each of Zhongshan Raytech and Zhongshan Leimi accounted for 77.3% and 22.3%, respectively, of the total manufacturing costs of the Company.
Ching Tim Hoi, and (ii) Zhongshan Leimi Electrical Appliances Company Limited (“Zhongshan Leimi”), a mainland China-based corporation. For the year ended March 31, 2023, payments to each of Zhongshan Raytech and Zhongshan Leimi accounted for 83.1% and 10.4%, respectively, of the total purchases of the Company.
Corporate Information Raytech Holding’s principal executive offices are located at Unit 609, 6/F, Nan Fung Commercial Centre, No.19 Lam Lok Street, Kowloon Bay, Hong Kong, and its telephone number is +852 2117 0236. Raytech Holding’s registered office in the British Virgin Islands is at Vistra Corporate Service Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
Corporate Information Raytech Holding’s principal executive offices are located at Unit 609, 6/F, Nan Fung Commercial Centre, No.19 Lam Lok Street, Kowloon Bay, Hong Kong, and its telephone number is +852 2117 0236.
We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.
Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.
Pursuant to the Lease Agreement, the lease term is one year, from April 1, 2024 to March 31, 2025 and the monthly rent is HKD25,000 (US$3,194). The operating lease expenses amounted to HKD300,000 (US$38,334) for both the years ended March 31, 2024 and 2023.
Pursuant to the Lease Agreement, the lease term is one year, from April 1, 2025 to March 31, 2026 and the monthly rent is HKD25,000 (US$3,213). We believe our current offices are sufficient for the operation of our business. The operating lease expenses amounted to HKD300,000 (US$38,560) for both the years ended March 31, 2024 and 2025.
For the years ended March 31, 2022, 2023 and 2024, we generated and 97.8%, 91.3% and 74.1% of our total revenue, respectively, from Koizumi Seiki Corp.
For the years ended March 31, 2023, 2024 and 2025, we generated 91.3%, 74.1% and 64.0% of our total revenue, respectively, from Koizumi Seiki Corp. We maintain long-term business relationships with our customers.
The professionally designed curved comb brush head fits the curve of upper and lower eyelashes to create natural curls. We generated approximately 4%, 3% and 1% from this series for the year ended March 31, 2022, 2023 and 2024, respectively. Neck care series: Our neck care series primarily include neck cooler which was launched in summer 2021.
The professionally-designed curved comb brush head fits the curve of upper and lower eyelashes to create natural curls. We generated approximately 3%, 1% and 1% of our revenue from this series for the years ended March 31, 2023, 2024 and 2025, respectively. Nail care series: Our nail care series consists of an electrical nail polisher.
To achieve this goal, we plan to adopt the following plans and strategies: ● explore new product lines such as oral care electrical appliances; ● continue to expand our men’s personal care and hair care and styling product lines.
Growth Strategy Our goal is to become a leading product design and development office in personal care and lifestyle electrical appliances industry in Asia. To achieve this goal, we plan to adopt the following plans and strategies: ● explore new product lines; ● continue to expand our men’s personal care and hair care and styling product lines.

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