Financial Performance - For the six months ended September 30, 2022, the company reported revenue of HKD 181,461,000, an increase of 1.1% from HKD 178,828,000 in the same period last year[4] - The gross profit for the same period was HKD 17,779,000, down 29.5% from HKD 25,142,000 year-on-year[4] - The operating profit increased significantly to HKD 38,895,000, compared to HKD 12,142,000 in the previous year, marking a growth of 220.5%[4] - Profit attributable to equity holders for the period was HKD 27,088,000, a substantial increase from HKD 3,695,000 in the prior year, representing a growth of 632.5%[4] - Basic and diluted earnings per share were both HKD 0.0996, compared to HKD 0.0136 in the same period last year, reflecting a significant increase[4] Assets and Liabilities - The total assets as of September 30, 2022, were HKD 249,019,000, compared to HKD 285,132,000 as of March 31, 2022[10] - The net asset value increased to HKD 64,770,000 from HKD 45,839,000, indicating a growth of 41.2%[10] - The company reported total payables of HKD 38,906,000 as of September 30, 2022, compared to HKD 35,114,000 as of March 31, 2022[59] - The bank borrowings as of September 30, 2022, totaled HKD 201,526,000, with approximately HKD 141,226,000 utilized, down from HKD 205,391,000 and HKD 152,091,000 respectively as of March 31, 2022[66] Cash Flow and Financing - The net cash inflow from operating activities for the six months ended September 30, 2022, was HKD 74,441,000, compared to HKD 52,914,000 for the same period in 2021, representing an increase of approximately 40.9%[14] - The cash and cash equivalents increased by HKD 15,675,000 during the period, contrasting with a decrease of HKD 9,225,000 in the previous year[14] - The company’s financing costs decreased to HKD 2,620,000 from HKD 3,332,000, a reduction of 36.5%[4] - The total cash outflow from financing activities was HKD 53,303,000, slightly reduced from HKD 57,305,000 in the previous year[14] Government Subsidies and Other Income - Government subsidies received amounted to HKD 37,409,000 for the six months ended September 30, 2022, significantly up from HKD 3,347,000 in the same period of 2021[33] - Other income totaled HKD 4,466,000, an increase from HKD 3,779,000 year-on-year[32] - The company received government subsidies of HKD 30,000 related to the disposal of property, plant, and equipment during the period[14] Operational Highlights - Passenger volume for the group's public minibus service decreased by approximately 5.0% to about 25,585,000 passengers, down from 26,944,000 passengers in the previous year[81] - The group adjusted service schedules in response to changes in passenger demand, resulting in a total mileage reduction of approximately 6.5% to about 16.6 million kilometers[81] - The group replaced 23 old public minibuses with new 19-seat minibuses during the period, increasing the number of 19-seat minibuses in operation to 269[82] Dividends and Shareholder Information - The company paid dividends of HKD 8,157,000 during the period, a decrease from HKD 19,034,000 in the previous year, reflecting a reduction of approximately 57.2%[14] - The group did not declare any interim dividend for the six months ended September 30, 2022, consistent with the previous year[80] - The company declared a special dividend of HKD 0.03 per ordinary share, totaling HKD 8,157,000, compared to a final dividend of HKD 0.07 per share amounting to HKD 19,034,000 in the previous year[44] Challenges and Future Outlook - The group expects fuel costs to continue negatively impacting profitability due to rising prices, with inflation posing a major risk to the global economy[113] - The group anticipates receiving approximately HKD 8 million in subsidies from the Hong Kong government in the second half of the fiscal year, in addition to HKD 37.4 million received in the first half[114] - The group plans to rationalize routes and service schedules to mitigate rising costs and will continue to submit fare increase applications to the Transport Department[114] - The group faces challenges in recruiting drivers due to tightening local labor supply as Hong Kong gradually returns to normal[113] Corporate Governance - The company has complied with the Corporate Governance Code as per the Listing Rules during the six months ending September 30, 2022[131] - The Audit Committee, consisting of three independent non-executive directors, reviewed the unaudited interim financial information on November 24, 2022[132] - The executive directors include the chairman and CEO, with independent non-executive directors providing oversight[132]

Financial Performance - Revenue for the year ended March 31, 2022, was HKD 339,198,000, an increase of 11.8% from HKD 303,366,000 in the previous year[7] - Net profit attributable to equity holders was a loss of HKD 18,385,000, compared to a profit of HKD 21,821,000 in the previous year, representing a significant decline[7] - The group recorded a revenue increase of approximately 11.8% to HKD 339,200,000 for the fiscal year ending March 31, 2022, compared to HKD 303,400,000 in the previous year[20] - The group reported a loss of HKD 18,385,000 for the fiscal year, compared to a profit of HKD 21,821,000 in the previous year, largely due to the impact of rising fuel costs and the fifth wave of the COVID-19 pandemic[16] - The basic loss per share for the year was HKD 0.0676, compared to a basic earnings per share of HKD 0.0803 in the previous year[17] - Other income decreased by HKD 54,645,000 or approximately 83.3% to HKD 10,966,000 (2021: HKD 65,611,000), primarily due to a significant reduction in government subsidies[37] - Direct costs increased by HKD 26,051,000 or approximately 9.4% to HKD 304,462,000 (2021: HKD 278,411,000), with labor costs rising by HKD 10,375,000 or approximately 7.9% to HKD 141,353,000[37] - Fuel costs surged by HKD 16,484,000 or approximately 40.2% to HKD 57,467,000 (2021: HKD 40,983,000) due to rising international fuel prices[40] Passenger and Service Metrics - Passenger volume increased by 9.6% to 50.2 million, up from 45.8 million in the previous year[10] - The overall passenger volume increased by 9.6% to approximately 50,200,000 passengers, up from about 45,800,000 passengers in the previous year[20] - The group experienced a 19.2% increase in passenger volume for the first three quarters of the year, but a decline of 18.3% in the last quarter compared to the same period last year[35] - The number of public minibuses in service at year-end was 354, unchanged from the previous year, while the number of public buses decreased by 12.5% to 7[10] - The group completed several route restructuring plans, increasing the number of public minibus routes to 72 as of March 31, 2022, up from 70 in the previous year[29] Liquidity and Financial Position - The company reported a current ratio of 0.37, down from 0.59 in the previous year, indicating a decline in liquidity[7] - The equity attributable to shareholders decreased by 44.9% to HKD 45,839,000 from HKD 83,258,000[7] - The total current liabilities of the group increased to HKD 122,353,000 from HKD 104,416,000 in 2021, primarily due to an increase in short-term borrowings[50] - The net current liabilities rose to HKD 77,506,000 as of March 31, 2022, compared to HKD 42,431,000 in 2021, resulting in a current ratio of 0.37, down from 0.56 in the previous year[50] - The capital debt ratio increased to approximately 252.4% as of March 31, 2022, from 118.3% in 2021, mainly due to a decrease in shareholders' equity by HKD 37,419,000 or about 44.9%[52] Environmental and Sustainability Initiatives - The company plans to maintain or reduce greenhouse gas emissions density next year to improve roadside air quality and comply with government environmental protection policies[70] - The company aims to replace 24 Euro IV diesel minibuses with new LPG minibuses by the end of 2022[70] - The group aims to achieve carbon neutrality by 2050, aligning with government policies[74] - The company is actively seeking methods to minimize fuel usage and greenhouse gas emissions in its operations[70] - The group reported a significant increase in waste metal, with 74,013 kg collected this year compared to 8,627 kg last year, due to the recycling replacement program[79] Governance and Risk Management - The board of directors has implemented a governance framework that complies with all code provisions and some recommended best practices[130] - The company has established a risk management and internal control system that includes environmental, social, and governance risks[67] - The board is responsible for determining the business strategy, objectives, and risk tolerance of the group[181] - The internal audit function is outsourced to a professional accounting firm, ensuring independence and thorough annual audits based on risk assessment methods[195] - The company has established a shareholder communication policy to ensure timely and effective information dissemination to shareholders and potential investors[200] Employee and Community Engagement - The total number of employees as of March 31, 2022, was 1,166, a decrease from 1,196 in 2021[92] - The overall employee turnover rate increased to 23.8% in 2022 from 20.0% in 2021[93] - The company has implemented a diversity policy since 2013 to eliminate discrimination in hiring processes[92] - The company actively participates in community service and has received recognition for its contributions to social activities[117] - The company donated and sponsored a total of HKD 201,000 in the year, down from HKD 298,000 in 2021 due to cancellations of events related to the COVID-19 pandemic[118]

[Financial Statements](index=2&type=section&id=Financial%20Statements) [Independent Auditor's Review Report](index=2&type=section&id=Independent%20Auditor's%20Review%20Report) Grant Thornton Hong Kong Limited, the auditor, reviewed the Group's condensed consolidated interim financial statements for the six months ended September 30, 2021, concluding that nothing indicated the statements were not prepared in all material respects in accordance with HKAS 34 "Interim Financial Reporting" - The auditor issued an unmodified review conclusion on these interim financial statements, deeming them compliant with HKAS 34 in all material respects[2](index=2&type=chunk)[3](index=3&type=chunk) [Condensed Consolidated Income Statement](index=3&type=section&id=Condensed%20Consolidated%20Income%20Statement) For the six months ended September 30, 2021, Group revenue increased by 23.4% to HKD 179 million, driven by passenger volume recovery, while operating profit decreased by 47.6% to HKD 12.14 million due to reduced government subsidies and rising costs, resulting in a profit for the period of HKD 3.7 million after revaluation loss, and basic earnings per share of HKD 1.36 cents Condensed Consolidated Income Statement Summary (For the six months ended September 30) | Metric | 2021 (HKD thousands) | 2020 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 178,828 | 144,930 | +23.4% | | Gross Profit | 25,142 | 6,845 | +267.3% | | Operating Profit | 12,142 | 23,149 | -47.6% | | Profit Before Income Tax | 4,520 | 462 | +878.4% | | **Profit for the Period** | **3,695** | **2,696** | **+37.1%** | | Basic Earnings Per Share (HK cents) | 1.36 | 0.99 | +37.4% | - A revaluation loss on public light bus licenses of **HKD 4.29 million** was recorded during the period, significantly lower than **HKD 18.48 million** in the prior year, contributing to the substantial increase in profit before tax[6](index=6&type=chunk) [Condensed Consolidated Statement of Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended September 30, 2021, the Group recorded no other comprehensive income, thus total comprehensive income for the period equaled profit for the period at HKD 3,695,000 Total Comprehensive Income (For the six months ended September 30) | Metric | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Profit for the Period | 3,695 | 2,696 | | Other Comprehensive Income | – | – | | **Total Comprehensive Income for the Period** | **3,695** | **2,696** | [Condensed Consolidated Statement of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of September 30, 2021, total assets were HKD 373 million, a 10.9% decrease from March 2021, with net assets falling 18.4% to HKD 67.92 million primarily due to dividends and reduced reserves, and net current liabilities expanding from HKD 42.43 million to HKD 59.81 million, indicating increased short-term liquidity pressure Condensed Consolidated Statement of Financial Position Summary | Metric | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 324,220 | 357,010 | -9.2% | | Current Assets | 49,274 | 61,985 | -20.5% | | **Total Assets** | **373,494** | **418,995** | **-10.9%** | | Current Liabilities | 109,081 | 104,416 | +4.5% | | Non-current Liabilities | 196,494 | 231,321 | -15.1% | | **Total Liabilities** | **305,575** | **335,737** | **-9.0%** | | **Net Assets** | **67,919** | **83,258** | **-18.4%** | - The Group's net current liabilities increased to **HKD 59.81 million** at period-end from **HKD 42.43 million** at the beginning of the period; however, directors believe the Group has sufficient working capital for continued operation, supported by strong operating cash flows and undrawn bank facilities[23](index=23&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended September 30, 2021, total equity decreased from HKD 83.26 million to HKD 67.92 million, primarily due to the distribution of a HKD 19.03 million final dividend for 2021, partially offset by the current period's profit of HKD 3.7 million - Total equity decreased by **HKD 15.34 million** during the period, primarily due to the distribution of a **HKD 19.03 million** final dividend[14](index=14&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) During the period, net cash inflow from operating activities was HKD 52.91 million, largely consistent with the prior year, while net cash outflow from investing activities was HKD 4.83 million for capital expenditure, and net cash outflow from financing activities was HKD 57.31 million for dividends and debt repayment, resulting in a net decrease of HKD 9.23 million in cash and cash equivalents Condensed Consolidated Cash Flow Statement Summary (For the six months ended September 30) | Metric | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Net Cash Inflow from Operating Activities | 52,914 | 55,832 | | Net Cash (Outflow)/Inflow from Investing Activities | (4,834) | 2,559 | | Net Cash Outflow from Financing Activities | (57,305) | (48,317) | | **Net (Decrease)/Increase in Cash and Cash Equivalents** | **(9,225)** | **10,074** | | Cash and Cash Equivalents at Beginning of Period | 47,602 | 21,263 | | **Cash and Cash Equivalents at End of Period** | **38,377** | **31,337** | [Notes to the Unaudited Condensed Consolidated Interim Financial Information](index=8&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Information) [Company Information, Basis of Preparation and Principal Accounting Policies](index=8&type=section&id=Company%20Information%2C%20Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The Group primarily provides scheduled public light bus and resident bus passenger transport services in Hong Kong, with interim financial information prepared under HKAS 34 using consistent accounting policies, and despite net current liabilities at period-end, directors deem the going concern basis appropriate given operating cash flows and available credit facilities - The Group's principal activities are providing public light bus and resident bus services in Hong Kong[21](index=21&type=chunk) - Directors confirm that despite net current liabilities of **HKD 59.81 million**, the Group possesses sufficient working capital for continued operation[23](index=23&type=chunk) [Revenue and Segment Information](index=10&type=section&id=Revenue%20and%20Segment%20Information) All Group revenue is derived from passenger transport services in Hong Kong and is considered a single operating segment, with total revenue of HKD 179 million for the six months ended September 30, 2021, predominantly from scheduled public light bus services Revenue Composition (For the six months ended September 30) | Service Type | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Scheduled Public Light Bus Services | 175,640 | 142,137 | | Resident Bus Services | 3,188 | 2,793 | | **Total** | **178,828** | **144,930** | - The Group treats all its operations as a single operating segment, with all revenue and non-current assets originating from Hong Kong[36](index=36&type=chunk)[37](index=37&type=chunk) [Other Income and Net Income](index=11&type=section&id=Other%20Income%20and%20Net%20Income) Total other income and net income for the period was HKD 7.15 million, an 81.0% decrease from HKD 37.53 million in the prior year, primarily due to a sharp reduction in subsidies from the Hong Kong Government's Anti-epidemic Fund from HKD 33.92 million to HKD 3.35 million Other Income and Net Income (For the six months ended September 30) | Item | 2021 (HKD thousands) | 2020 (HKD thousands) | | :--- | :--- | :--- | | Other Income | 3,779 | 3,527 | | Other Net Income (Primarily Government Subsidies) | 3,367 | 34,000 | | **Total** | **7,146** | **37,527** | - A significant reduction in subsidies from the Hong Kong Government's Anti-epidemic Fund was the primary reason for the year-on-year decrease in other net income[34](index=34&type=chunk)[35](index=35&type=chunk) [Assets and Liabilities Analysis](index=14&type=section&id=Assets%20and%20Liabilities%20Analysis) At period-end, the Group recorded a revaluation loss of HKD 4.29 million due to a decline in the fair value of public light bus licenses, while accounts receivable and payable maintained healthy aging profiles with most within 30 days, and total lease liabilities decreased to HKD 124 million from the beginning of the period - Due to market changes, the fair value of each public light bus license decreased from **HKD 1.965 million** to **HKD 1.90 million**, resulting in a revaluation loss of **HKD 4.29 million** recognized in the condensed consolidated income statement[49](index=49&type=chunk) - As of September 30, 2021, net accounts receivable amounted to **HKD 1.93 million**, with approximately **75%** aged within 30 days[55](index=55&type=chunk)[57](index=57&type=chunk) - As of September 30, 2021, the present value of lease liabilities was **HKD 124 million**, of which **HKD 61.05 million** were current liabilities due within one year[61](index=61&type=chunk) [Dividends and Earnings Per Share](index=13&type=section&id=Dividends%20and%20Earnings%20Per%20Share) The Board did not recommend an interim dividend, while the company paid a final dividend of HKD 0.07 per share for the year ended March 31, 2021, totaling HKD 19.03 million, with basic and diluted earnings per share both at HKD 1.36 cents - The Board did not recommend an interim dividend for the six months ended September 30, 2021[44](index=44&type=chunk) - A final dividend for the 2021 fiscal year, totaling **HKD 19.034 million**, was paid during the period[45](index=45&type=chunk) - Basic earnings per share were **HKD 1.36 cents**, an increase compared to **HKD 0.99 cents** in the prior year[46](index=46&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=Management%20Discussion%20and%20Analysis) [Business and Financial Review](index=22&type=section&id=Business%20and%20Financial%20Review) Following the end of Hong Kong's fourth COVID-19 wave, Group passenger volume rebounded by 22.5%, driving a 23.4% revenue increase; however, soaring fuel costs and significantly reduced government subsidies led to a 66.5% year-on-year profit decline to HKD 7.99 million excluding license revaluation impact, with profit for the period at HKD 3.7 million after revaluation loss, and no interim dividend recommended - Passenger volume rebounded by **22.5%** year-on-year, with total mileage increasing by **9.2%**, contributing to a **HKD 33.9 million** increase in revenue[79](index=79&type=chunk)[83](index=83&type=chunk) - Other income and net income significantly decreased by **81.0%** from **HKD 37.53 million** to **HKD 7.15 million** due to reduced government subsidies[84](index=84&type=chunk) - Direct costs increased by **11.3%**, primarily driven by a **48.3%** surge in fuel costs and an **11.4%** rise in driver labor costs[86](index=86&type=chunk) [Capital Structure, Liquidity, and Financial Resources](index=25&type=section&id=Capital%20Structure%2C%20Liquidity%2C%20and%20Financial%20Resources) The Group's working capital primarily stems from operations; at period-end, net current liabilities increased to HKD 59.81 million, current ratio decreased to 0.45x, and gearing ratio rose to 152.3% due to reduced cash and equity, yet the Group retains HKD 38.38 million in cash and undrawn bank facilities despite weakening liquidity metrics Liquidity and Gearing Ratios | Metric | September 30, 2021 | March 31, 2021 | | :--- | :--- | :--- | | Net Current Liabilities | HKD 59.81 million | HKD 42.43 million | | Current Ratio | 0.45x | 0.59x | | Gearing Ratio | 152.3% | 118.3% | - As of September 30, 2021, total bank borrowings amounted to **HKD 142 million**, with bank balances and cash at **HKD 38.38 million**[95](index=95&type=chunk)[96](index=96&type=chunk) [Risk Management](index=27&type=section&id=Risk%20Management) The Group faces significant fuel price risk, with volatility potentially impacting operations, yet no hedging policy is in place; interest rate risk from floating-rate bank borrowings is deemed immaterial by management, while credit and foreign currency risks remain low - The Group faces significant fuel price risk but does not use hedging derivatives for management[104](index=104&type=chunk) - Interest rate risk primarily stems from floating-rate bank borrowings, though management believes market interest rate changes will not have a significant impact[104](index=104&type=chunk) - The Group's credit and foreign currency risks are very low, as most revenue is cash-based or settled next day, and all operations are denominated in HKD[101](index=101&type=chunk)[102](index=102&type=chunk) [Employees and Remuneration Policy](index=28&type=section&id=Employees%20and%20Remuneration%20Policy) As a labor-intensive industry, staff costs represent the Group's largest operating expense, accounting for 52.8% of total costs; employee benefit expenses increased by 6.8% year-on-year to HKD 93.98 million during the period, with 1,198 employees at period-end Employee Data | Metric | September 30, 2021 | Prior Year Period | | :--- | :--- | :--- | | Employee Benefit Expenses | HKD 93.98 million | HKD 88.04 million | | Percentage of Total Costs | 52.8% | 55.4% | | Number of Employees | 1,198 | N/A | [Outlook](index=29&type=section&id=Outlook) Management anticipates difficulties in fully restoring passenger volume to pre-pandemic levels, with rising international fuel prices and the cessation of government fuel subsidies posing significant adverse impacts on near-term profitability; in response, the Group will optimize operating costs and continue submitting fare increase applications to the Transport Department, hoping for a return to normal approval processes - Key challenges include difficulties in passenger volume recovery, rising international fuel prices, and the termination of government fuel subsidy schemes in June 2021[110](index=110&type=chunk) - Response strategies involve optimizing internal operating costs, such as adjusting fleet size and routes, and actively seeking government support for fare increase approvals[111](index=111&type=chunk) [Other Disclosures](index=30&type=section&id=Other%20Disclosures) [Directors' and Substantial Shareholders' Interests](index=30&type=section&id=Directors'%20and%20Substantial%20Shareholders'%20Interests) The report discloses directors' and substantial shareholders' interests in the company's shares as of September 30, 2021, with Chairman Mr. Wong Ling Sun and his associates collectively holding approximately 60.07% through trusts and personal holdings, and HSBC International Trustee also holding significant shares as trustee - Chairman Mr. Wong Ling Sun is deemed to be interested in **163,345,100** shares of the Company, representing **60.07%** of the total issued ordinary shares[113](index=113&type=chunk) - Substantial shareholders include HSBC International Trustee, JETSUN, Metro Success, and Skyblue, all related to family trusts of directors such as Mr. Wong Ling Sun[124](index=124&type=chunk)[125](index=125&type=chunk) [Share Option Scheme](index=31&type=section&id=Share%20Option%20Scheme) As of September 30, 2021, the company had 6,939,000 outstanding share options; no new options were granted or exercised during the period, but 558,000 options lapsed, and the company adopted a new share option scheme in 2013 to replace the 2004 scheme - As of period-end, there were **6,939,000** outstanding share options with a weighted average exercise price of **HKD 1.48**[64](index=64&type=chunk) - No share options were granted, cancelled, or exercised during the period, while **558,000** share options lapsed[119](index=119&type=chunk) [Corporate Governance](index=33&type=section&id=Corporate%20Governance) The company consistently complied with the Code Provisions of Appendix 14 of the Listing Rules on Corporate Governance throughout the reporting period; the Audit Committee, comprising three independent non-executive directors, reviewed the interim financial information, and neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period - The company confirmed compliance with all applicable code provisions of the Corporate Governance Code during the reporting period[128](index=128&type=chunk) - The Audit Committee reviewed these interim results and provided recommendations to the Board[128](index=128&type=chunk)

進智公共交通控股有限公司 ii :///// ▼谁智公交 AMS PUBLIC TRANSPORT HOLDINGS LIMITED 進智公共交通控股有限公司 於開曼群島註冊成立之有限公司 (股份代號：77) 2020/21 年度報告書 | --- | --- | --- | --- | --- | --- | |---------|------------------------|-------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 目錄 | | | | | | 02 03 | 公司資料 集團概況 | | | | | | 04 | 財務及業務摘要 | | | | | | | | | | | | | 06 | 主席報告 | | | | | | | | | | | | | 09 | 管理層討論及分析 | | | | | | 16 | 環境、社會及管治報告 | | | | | | 22 | 企業管治報告 | | | | | | ...

[Independent Auditor's Review Report](index=2&type=section&id=Independent%20Auditor's%20Review%20Report) This report presents the independent auditor's review of the condensed consolidated interim financial information for the six months ended September 30, 2020 [Introduction](index=2&type=section&id=Introduction) The auditor reviewed the Group's condensed consolidated interim financial information for the six months ended September 30, 2020, prepared under HKAS 34, with the Board responsible for its presentation - The auditor reviewed the Group's condensed consolidated interim financial information for the six months ended September 30, 2020[2](index=2&type=chunk) - The financial information was prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[2](index=2&type=chunk) - The directors of the company are responsible for the preparation and presentation of the condensed consolidated interim financial information in accordance with HKAS 34[2](index=2&type=chunk) [Scope of Review](index=3&type=section&id=Scope%20of%20Review) The review was conducted under HKSRE 2410, which is less extensive than an audit, thus no audit opinion is expressed - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants[3](index=3&type=chunk) - As the scope of a review is substantially less than that of an audit conducted in accordance with Hong Kong Standards on Auditing, it does not enable the auditor to obtain assurance that they would become aware of all significant matters that might be identified in an audit, and accordingly, no audit opinion is expressed[3](index=3&type=chunk) [Conclusion](index=3&type=section&id=Conclusion) Based on the review, no matters were found to suggest that the condensed consolidated interim financial information was not prepared in accordance with HKAS 34 - Based on our review, we have not become aware of any matter that causes us to believe that the condensed consolidated interim financial information is not prepared, in all material respects, in accordance with HKAS 34[3](index=3&type=chunk) [Condensed Consolidated Interim Financial Information](index=3&type=section&id=Condensed%20Consolidated%20Interim%20Financial%20Information) This section presents the Group's condensed consolidated interim financial statements, including income, comprehensive income, financial position, equity changes, and cash flows [Condensed Consolidated Statement of Profit or Loss](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group recorded a profit of **HKD 2,696 thousand** for the six months ended September 30, 2020, a significant improvement from the prior year's loss, driven by government subsidies and cost control Condensed Consolidated Statement of Profit or Loss Key Data (For the six months ended September 30) | Indicator | 2020 (thousand HKD) | 2019 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 144,930 | 195,073 | (50,143) | -25.7% | | Gross Profit | 6,845 | 33,791 | (26,946) | -79.7% | | Other Gains | 3,527 | 5,807 | (2,280) | -39.3% | | Other Income | 34,000 | 119 | 33,881 | 28471.4% | | Operating Profit | 23,149 | 18,904 | 4,245 | 22.5% | | Revaluation Deficit on Public Light Bus Licenses | (18,480) | (23,400) | 4,920 | -21.0% | | Impairment Provision for Public Bus Licenses | (2,680) | – | (2,680) | Not Applicable | | Finance Costs | (1,789) | (2,863) | 1,074 | -37.5% | | Profit/(Loss) for the Period | 2,696 | (9,422) | 12,118 | Not Applicable | | Basic Earnings/(Loss) Per Share (HK cents) | 0.99 | (3.47) | 4.46 | Not Applicable | | Diluted Earnings/(Loss) Per Share (HK cents) | 0.99 | (3.47) | 4.46 | Not Applicable | [Condensed Consolidated Statement of Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) Total comprehensive income for the period was **HKD 2,696 thousand**, a substantial improvement from the prior year's total comprehensive expense, primarily due to the profit turnaround and reduced revaluation deficit Condensed Consolidated Statement of Comprehensive Income Key Data (For the six months ended September 30) | Indicator | 2020 (thousand HKD) | 2019 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Profit/(Loss) for the Period | 2,696 | (9,422) | 12,118 | Not Applicable | | Other Comprehensive Expense – Revaluation Deficit on Public Light Bus Licenses | – | (360) | 360 | -100.0% | | Total Comprehensive Income/(Expense) for the Period | 2,696 | (9,782) | 12,478 | Not Applicable | [Condensed Consolidated Statement of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of September 30, 2020, the Group's total net assets decreased to **HKD 64,133 thousand**, while net current liabilities significantly reduced, improving the liquidity ratio Condensed Consolidated Statement of Financial Position Key Data (As at September 30) | Indicator | 2020 (thousand HKD) | March 31, 2020 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current Assets | 210,174 | 267,343 | (57,169) | -21.4% | | Current Assets | 47,553 | 33,121 | 14,432 | 43.6% | | Current Liabilities | 50,134 | 84,032 | (33,898) | -40.3% | | Net Current Liabilities | (2,581) | (50,911) | 48,330 | -94.9% | | Total Assets Less Current Liabilities | 207,593 | 216,432 | (8,839) | -4.1% | | Non-current Liabilities | 143,460 | 146,838 | (3,378) | -2.3% | | Net Assets | 64,133 | 69,594 | (5,461) | -7.8% | | Total Equity | 64,133 | 69,594 | (5,461) | -7.8% | - Net current liabilities significantly decreased from **HKD 50,911 thousand** to **HKD 2,581 thousand**, and the liquidity ratio increased to **0.95 times** (March 31, 2020: 0.39 times), primarily due to reduced lease liabilities and increased bank balances and cash[11](index=11&type=chunk)[84](index=84&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Total equity decreased from **HKD 69,594 thousand** to **HKD 64,133 thousand** for the six months ended September 30, 2020, influenced by profit for the period of **HKD 2,696 thousand** and special dividend payments of **HKD 8,157 thousand** Condensed Consolidated Statement of Changes in Equity Key Data (For the six months ended September 30) | Item | Share Capital (thousand HKD) | Share Premium (thousand HKD) | Public Light Bus Licenses Revaluation Reserve (thousand HKD) | Share Option Reserve (thousand HKD) | Capital Reserve (thousand HKD) | Accumulated Losses (thousand HKD) | Total (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | As at April 1, 2020 (Audited) | 27,191 | 74,612 | – | 1,666 | 19,296 | (53,171) | 69,594 | | Profit and Total Comprehensive Income for the Period | – | – | – | – | – | 2,696 | 2,696 | | 2020 Special Dividend | – | – | – | – | – | (8,157) | (8,157) | | As at September 30, 2020 (Unaudited) | 27,191 | 74,612 | – | 1,666 | 19,296 | (58,632) | 64,133 | [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Net cash inflow from operating activities was **HKD 55,832 thousand**, net cash inflow from investing activities was **HKD 2,559 thousand**, and net cash outflow from financing activities was **HKD 48,317 thousand**, leading to a net increase in cash and cash equivalents of **HKD 10,074 thousand** Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended September 30) | Activity | 2020 (thousand HKD) | 2019 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net Cash Inflow from Operating Activities | 55,832 | 56,854 | (1,022) | -1.8% | | Net Cash Inflow/(Outflow) from Investing Activities | 2,559 | (6,610) | 9,169 | Not Applicable | | Net Cash Outflow from Financing Activities | (48,317) | (53,988) | 5,671 | -10.5% | | Net Increase/(Decrease) in Cash and Cash Equivalents | 10,074 | (3,744) | 13,818 | Not Applicable | | Cash and Cash Equivalents at End of Period, Representing Bank Balances and Cash | 31,337 | 29,085 | 2,252 | 7.7% | [Notes to the Unaudited Condensed Consolidated Interim Financial Information](index=8&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Information) This section provides detailed notes on the company's information, accounting policies, new standards, revenue, other income, segment information, and financial items [1. Company Information](index=8&type=section&id=1.%20Company%20Information) The company, incorporated in the Cayman Islands and listed in Hong Kong, primarily provides scheduled public light bus and resident bus passenger services in Hong Kong - The company was incorporated in the Cayman Islands as an exempted company on March 18, 2003[18](index=18&type=chunk) - The company is an investment holding company, and its subsidiaries are principally engaged in the provision of scheduled public light bus and resident bus passenger services in Hong Kong[19](index=19&type=chunk) - The company's shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since April 15, 2004[18](index=18&type=chunk) [2. Basis of Preparation and Principal Accounting Policies](index=8&type=section&id=2.%20Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The condensed consolidated interim financial information is prepared under HKAS 34 and Listing Rules, on a historical cost basis (except public light bus licenses) and going concern basis, consistent with annual financial statements - The unaudited condensed consolidated interim financial information has been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange[20](index=20&type=chunk) - This unaudited condensed consolidated interim financial information has been prepared on the historical cost basis, except for public light bus licenses which are stated at fair value[20](index=20&type=chunk) - In preparing the unaudited condensed consolidated interim financial information, the directors have given careful consideration to the Group's future liquidity in light of its net current liabilities of **HKD 2,581,000** as at September 30, 2020, and have prepared it on a going concern basis[21](index=21&type=chunk) [3. Adoption of New and Revised Hong Kong Financial Reporting Standards](index=9&type=section&id=3.%20Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) New and revised HKFRSs adopted in the period had no significant impact on the Group's results or financial position, and future standards are not expected to have a material effect - During the current interim period, the Group has applied for the first time the following new and revised Hong Kong Financial Reporting Standards ("HKFRSs") issued by the HKICPA, which are relevant to the Group's operations and effective for annual periods beginning on or after April 1, 2020[23](index=23&type=chunk) - The adoption of these new and revised HKFRSs has had no impact on the preparation and presentation of the Group's results and financial position for the current and prior periods[24](index=24&type=chunk) - The directors anticipate that all of the pronouncements will be adopted in the Group's accounting policies for the first period beginning on or after the effective date of the pronouncements, and the new and revised HKFRSs are not expected to have a significant impact on the Group's condensed consolidated interim financial information[25](index=25&type=chunk) [4. Revenue](index=9&type=section&id=4.%20Revenue) The Group's revenue is primarily derived from providing scheduled public light bus and resident bus passenger services in Hong Kong, recognized when services are rendered - The Group is principally engaged in the provision of scheduled public light bus and resident bus passenger services in Hong Kong[26](index=26&type=chunk) - The Group's revenue represents the amounts received and receivable for the provision of these services for the six months ended September 30, 2020 and 2019, with all revenue recognized when scheduled public light bus and resident bus passenger services are provided[26](index=26&type=chunk) [5. Other Gains and Other Income](index=10&type=section&id=5.%20Other%20Gains%20and%20Other%20Income) Total other gains and other income significantly increased to **HKD 37,527 thousand**, mainly due to **HKD 33,922 thousand** in government subsidies from the Anti-epidemic Fund Other Gains and Other Income (For the six months ended September 30) | Item | 2020 (thousand HKD) | 2019 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Other Gains** | | | | | | Advertising income | 2,200 | 2,200 | 0 | 0.0% | | Government subsidies (Note 1) | – | 2,188 | (2,188) | -100.0% | | Administrative fee income | 1,210 | 1,224 | (14) | -1.1% | | Interest income | 9 | 104 | (95) | -91.3% | | Others | 108 | 91 | 17 | 18.7% | | **Subtotal** | **3,527** | **5,807** | **(2,280)** | **-39.3%** | | **Other Income** | | | | | | Government subsidies (Note 2) | 33,922 | – | 33,922 | Not Applicable | | Gain on disposal of property, plant and equipment | 27 | 101 | (74) | -73.3% | | Miscellaneous income | 51 | 18 | 33 | 183.3% | | **Subtotal** | **34,000** | **119** | **33,881** | **28471.4%** | | **Total** | **37,527** | **5,926** | **31,601** | **533.3%** | - Due to the outbreak of COVID-19, the Group received **HKD 33,922,000** in subsidies from the Hong Kong Government's Anti-epidemic Fund for the six months ended September 30, 2020, which included wage and fuel subsidies, and a one-off subsidy of **HKD 10,620,000** to green minibus operators[28](index=28&type=chunk) [6. Segment Information](index=10&type=section&id=6.%20Segment%20Information) The executive directors consider scheduled public light bus and resident bus passenger services as the sole operating segment, with all revenue and non-current assets originating from and located in Hong Kong - The executive directors regard the Group's scheduled public light bus and resident bus passenger services as the sole operating segment and assess the Group's operating performance and allocate resources on an overall basis[29](index=29&type=chunk) - As the Group's revenue and non-current assets are all derived from and located in Hong Kong, which is also the place of operation, no geographical information is presented[30](index=30&type=chunk) [7. Finance Costs](index=11&type=section&id=7.%20Finance%20Costs) Total finance costs decreased by **37.5%** to **HKD 1,789 thousand**, primarily due to reduced interest expenses on bank borrowings and lower finance charges on lease liabilities Finance Costs (For the six months ended September 30) | Item | 2020 (thousand HKD) | 2019 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interest expense on bank borrowings | 1,603 | 1,791 | (188) | -10.5% | | Finance charges on lease liabilities | 186 | 1,072 | (886) | -82.6% | | **Total** | **1,789** | **2,863** | **(1,074)** | **-37.5%** | [8. Profit/(Loss) Before Income Tax](index=11&type=section&id=8.%20Profit%2F(Loss)%20Before%20Income%20Tax) Profit before income tax was **HKD 462 thousand**, a significant improvement from the prior year's loss of **HKD 6,914 thousand**, primarily influenced by government subsidies and reduced fuel and employee benefit costs Profit/(Loss) Before Income Tax Impact Items (For the six months ended September 30) | Item | 2020 (thousand HKD) | 2019 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Fuel costs under direct costs | 19,363 | 27,074 | (7,711) | -28.5% | | Employee benefit expenses (including directors' emoluments) | 88,039 | 101,027 | (12,988) | -12.9% | | Lease payments: short-term leases and leases with lease term of less than 12 months | 11 | – | 11 | Not Applicable | | Depreciation of right-of-use assets | 34,225 | 33,483 | 742 | 2.2% | | Depreciation of property, plant and equipment | 2,698 | 2,220 | 478 | 21.5% | | Depreciation of investment properties | 1 | – | 1 | Not Applicable | | Gain on disposal of property, plant and equipment | (27) | (101) | 74 | -73.3% | [9. Income Tax Credit/(Expense)](index=11&type=section&id=9.%20Income%20Tax%20Credit%2F(Expense)) The period recorded an income tax credit of **HKD 2,234 thousand**, compared to an income tax expense of **HKD 2,508 thousand** in the prior year, mainly due to increased deferred tax credit and the two-tiered profits tax regime Income Tax Credit/(Expense) (For the six months ended September 30) | Item | 2020 (thousand HKD) | 2019 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Current tax | (678) | (1,541) | 863 | -56.0% | | Deferred tax | 2,912 | (967) | 3,879 | Not Applicable | | **Total** | **2,234** | **(2,508)** | **4,742** | **Not Applicable** | - Hong Kong Profits Tax is provided at a rate of **16.5%** on the estimated assessable profits for the period, except for one subsidiary where the profits tax rate on the first **HKD 2,000,000** of assessable profits is reduced to **8.25%** under the two-tiered profits tax regime[33](index=33&type=chunk) - The effective tax rate for the period was **16.8%**, after considering the non-deductible impact of the revaluation deficit on public light bus licenses and impairment provision for public bus licenses, and the non-taxable impact of government subsidies[80](index=80&type=chunk) [10. Dividends](index=12&type=section&id=10.%20Dividends) The Board did not recommend an interim dividend, but a special dividend of **3.0 HK cents** per share, totaling **HKD 8,157 thousand**, was paid during the period, a decrease from the prior year - The Board does not recommend the payment of any interim dividend for the six months ended September 30, 2020 and 2019[36](index=36&type=chunk) Special Dividends Paid (For the six months ended September 30) | Item | 2020 | 2019 | Change | | :--- | :--- | :--- | :--- | | Special dividend per ordinary share | 3.0 HK cents | 8.0 HK cents | (5.0 HK cents) | | Total | 8,157 thousand HKD | 21,753 thousand HKD | (13,596 thousand HKD) | [11. Earnings/(Loss) Per Share](index=12&type=section&id=11.%20Earnings%2F(Loss)%20Per%20Share) Basic earnings per share were **0.99 HK cents**, a turnaround from the prior year's loss per share of **3.47 HK cents**. Diluted earnings per share were the same as basic earnings per share due to out-of-the-money share options Earnings/(Loss) Per Share (For the six months ended September 30) | Indicator | 2020 | 2019 | Change | | :--- | :--- | :--- | :--- | | Basic Earnings/(Loss) Per Share (HK cents) | 0.99 | (3.47) | 4.46 | | Diluted Earnings/(Loss) Per Share (HK cents) | 0.99 | (3.47) | 4.46 | - Basic earnings per share for the period are calculated based on the profit attributable to equity holders of the company of **HKD 2,696,000** (2019: loss of **HKD 9,422,000**) and the weighted average number of ordinary shares in issue of **271,913,000** shares[38](index=38&type=chunk) - As the exercise price of the company's share options was higher than the average market price of the company's shares during the period, the share options had no dilutive effect, thus diluted earnings per share for the six months ended September 30, 2020, were the same as basic earnings per share[39](index=39&type=chunk) [12. Capital Expenditure and Goodwill](index=13&type=section&id=12.%20Capital%20Expenditure%20and%20Goodwill) A revaluation deficit of **HKD 18,480 thousand** was recognized due to a decrease in public light bus licenses' fair value, and an impairment provision of **HKD 2,680 thousand** for public bus licenses. Total capital expenditure for the period was **HKD 322 thousand**, a significant decrease from the prior year Capital Expenditure and Goodwill Changes (For the six months ended September 30) | Item | April 1, 2020 (thousand HKD) | Additions (thousand HKD) | Reclassification (thousand HKD) | Revaluation Deficit/Impairment (thousand HKD) | Depreciation (thousand HKD) | September 30, 2020 (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Property, plant and equipment | 42,063 | 87 | (54) | – | (2,698) | 39,398 | | Investment properties | – | – | 54 | – | (1) | 53 | | Right-of-use assets | 34,029 | 235 | – | – | (34,225) | 39 | | Public light bus licenses | 150,480 | – | – | (18,480) | – | 132,000 | | Public bus licenses | 14,784 | – | – | (2,680) | – | 12,104 | | Goodwill | 22,918 | – | – | – | – | 22,918 | - As at September 30, 2020, the fair value of each public light bus license decreased to **HKD 2,000,000** (March 31, 2020: **HKD 2,280,000**), resulting in a revaluation deficit of **HKD 18,480,000**[43](index=43&type=chunk)[77](index=77&type=chunk) - The Group recognized an impairment provision of **HKD 2,680,000** for public bus licenses during the period, as their recoverable amount further decreased due to the economic downturn[78](index=78&type=chunk) - The fair value of public light bus licenses is determined using the market approach by reference to recent average market quotations from various market dealers, and this measurement is classified within Level 2 of the fair value hierarchy[43](index=43&type=chunk)[44](index=44&type=chunk) [13. Trade and Other Receivables](index=15&type=section&id=13.%20Trade%20and%20Other%20Receivables) Total trade and other receivables increased to **HKD 14,478 thousand** as of September 30, 2020, from **HKD 8,989 thousand** as of March 31, 2020, primarily due to an increase in government subsidy receivables Trade and Other Receivables (As at September 30) | Item | 2020 (thousand HKD) | March 31, 2020 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade receivables – net | 1,763 | 1,827 | (64) | -3.5% | | Other receivables – net | 7,995 | 3,829 | 4,166 | 108.8% | | Deposits | 1,167 | 1,131 | 36 | 3.2% | | Prepayments | 3,553 | 2,202 | 1,351 | 61.4% | | **Total** | **14,478** | **8,989** | **5,489** | **61.1%** | - Receivables from government subsidies amounted to **HKD 5,873,000**, primarily from the Hong Kong Government's Anti-epidemic Fund[28](index=28&type=chunk)[48](index=48&type=chunk) - The majority of the Group's revenue is derived from scheduled public light bus services, which are collected in cash or through Octopus Cards Limited and remitted to the Group on the next business day after service provision, with credit terms ranging from **0 to 30 days**[48](index=48&type=chunk) [14. Trade and Other Payables](index=16&type=section&id=14.%20Trade%20and%20Other%20Payables) Total trade and other payables slightly increased to **HKD 35,865 thousand** as of September 30, 2020, from **HKD 34,581 thousand** as of March 31, 2020, mainly comprising accrued salaries and bonuses Trade and Other Payables (As at September 30) | Item | 2020 (thousand HKD) | March 31, 2020 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 3,138 | 3,968 | (830) | -20.9% | | Other payables and accrued expenses | 32,727 | 30,613 | 2,114 | 6.9% | | **Total** | **35,865** | **34,581** | **1,284** | **3.7%** | - The Group is granted credit terms ranging from **0 to 30 days** by its suppliers[52](index=52&type=chunk) - Other payables primarily include accrued salaries and bonuses, unused annual leave, and staff welfare provisions[52](index=52&type=chunk) [15. Lease Liabilities](index=16&type=section&id=15.%20Lease%20Liabilities) As of September 30, 2020, the present value of lease liabilities significantly decreased to **HKD 41 thousand**, primarily due to the expiry of lease agreements for 286 public light buses Lease Liabilities (As at September 30) | Item | 2020 (thousand HKD) | March 31, 2020 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total minimum lease payments: due within one year | 41 | 34,377 | (34,336) | -99.9% | | Future finance charges on lease liabilities | – | (186) | 186 | -100.0% | | **Present value of lease liabilities** | **41** | **34,191** | **(34,150)** | **-99.9%** | - The significant improvement in net current liabilities and liquidity ratio is mainly due to: 1) the reduction in lease liabilities as the minibus lease agreements for **286** public light buses expired on September 30, 2020; and 2) an increase in bank balances and cash during the period[84](index=84&type=chunk) - The Group has renewed the minibus lease agreements with the lessors for a period of three years, commencing from October 1, 2020, and therefore, the balances of right-of-use assets and lease liabilities related to these lease arrangements are expected to increase significantly in the next reporting period[84](index=84&type=chunk) [16. Share Capital](index=17&type=section&id=16.%20Share%20Capital) As of September 30, 2020, the company's authorized share capital and issued and fully paid share capital remained unchanged at **HKD 100,000 thousand** and **HKD 27,191 thousand**, respectively Share Capital Structure (As at September 30) | Item | September 30, 2020 (thousand shares) | September 30, 2020 (thousand HKD) | March 31, 2020 (thousand shares) | March 31, 2020 (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Authorized: Ordinary shares of HKD 0.10 par value each | 1,000,000 | 100,000 | 1,000,000 | 100,000 | | Issued and fully paid: Ordinary shares of HKD 0.10 par value each | 271,913 | 27,191 | 271,913 | 27,191 | [17. Share-based Payments](index=17&type=section&id=17.%20Share-based%20Payments) As of September 30, 2020, the company had **7,497,000** outstanding share options with a weighted average exercise price of **HKD 1.48**, unchanged from the beginning of the period Outstanding Share Options (As at September 30) | Item | September 30, 2020 Number of Share Options | September 30, 2020 Weighted Average Exercise Price (HKD) | September 30, 2019 Number of Share Options | September 30, 2019 Weighted Average Exercise Price (HKD) | | :--- | :--- | :--- | :--- | :--- | | Outstanding at beginning and end of period (Unaudited) | 7,497,000 | 1.48 | 7,497,000 | 1.48 | | Exercisable at end of period (Unaudited) | 7,497,000 | 1.48 | 7,497,000 | 1.48 | - For the six months ended September 30, 2020, no share options were granted, cancelled, lapsed, or exercised[106](index=106&type=chunk) [18. Bank Facilities](index=17&type=section&id=18.%20Bank%20Facilities) As of September 30, 2020, the Group's total bank facilities amounted to **HKD 222,022 thousand**, of which **HKD 154,722 thousand** was utilized. The facilities are secured by property, plant and equipment, public light bus licenses, and company guarantees Bank Facilities and Collateral (As at September 30) | Item | 2020 (thousand HKD) | March 31, 2020 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total bank facilities | 222,022 | 206,008 | 16,014 | 7.8% | | Utilized facilities | 154,722 | 158,708 | (3,986) | -2.5% | | Unutilized facilities | 67,300 | 47,300 | 20,000 | 42.3% | - These facilities are secured by: (i) pledges of certain of the Group's property, plant and equipment with a net book value of **HKD 21,059,000** as at September 30, 2020; (ii) pledges of certain public light bus licenses with a book value of **HKD 88,000,000** as at September 30, 2020; and (iii) a company guarantee of **HKD 301,785,000** as at September 30, 2020[57](index=57&type=chunk) [19. Commitments](index=18&type=section&id=19.%20Commitments) As of September 30, 2020, the Group's contracted but unprovided capital commitments totaled **HKD 14,348 thousand**, primarily for 23 ordered but undelivered public light buses. As a lessor, total future minimum lease payments receivable amounted to **HKD 2,347 thousand** Capital Commitments (As at September 30) | Item | 2020 (thousand HKD) | March 31, 2020 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Contracted but not provided for: Property, plant and equipment | 14,348 | 14,098 | 250 | 1.8% | - As at September 30, 2020, the Group's contracted but unprovided capital commitments amounted to **HKD 14,348,000**, mainly representing the remaining balance for **23** public light buses ordered but not yet delivered[92](index=92&type=chunk) Total Future Minimum Lease Payments Receivable as Lessor (As at September 30) | Item | 2020 (thousand HKD) | March 31, 2020 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Within one year | 2,254 | 2,200 | 54 | 2.5% | | In the second to fifth year inclusive | 93 | – | 93 | Not Applicable | | **Total** | **2,347** | **2,200** | **147** | **6.7%** | [20. Related Party Transactions](index=19&type=section&id=20.%20Related%20Party%20Transactions) The Group engaged in various transactions with key management personnel and related companies, including salaries, administrative fee income, and public light bus lease payments, all on agreed terms Key Management Personnel Remuneration (For the six months ended September 30) | Item | 2020 (thousand HKD) | 2019 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Salaries, allowances and benefits in kind | 5,570 | 5,611 | (41) | -0.7% | | Contributions to retirement benefit schemes | 63 | 63 | 0 | 0.0% | | **Total** | **5,633** | **5,674** | **(41)** | **-0.7%** | Related Company Transactions (For the six months ended September 30) | Related Company Name | Nature of Transaction | 2020 (thousand HKD) | 2019 (thousand HKD) | | :--- | :--- | :--- | :--- | | Chung Kong Transportation Consultants Limited | Administrative fee income received | 374 | 374 | | | Public light bus lease payments | 10,563 | 10,447 | | Man Shing Transportation Company Limited | Administrative fee income received | 420 | 420 | | | Public light bus lease payments | 12,004 | 11,980 | | Tai Sum Limited | Administrative fee income received | 407 | 394 | | | Public light bus lease payments | 11,772 | 11,052 | - Related party transactions were conducted in the ordinary course of the Group's business at prices and on terms agreed between the parties[66](index=66&type=chunk) [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's interim results, business and financial performance, cash flow, capital structure, and future outlook [Interim Results and Dividends](index=20&type=section&id=Interim%20Results%20and%20Dividends) Despite the pandemic's impact, the Group achieved a profit of **HKD 2,696 thousand** due to cost control and government subsidies, reversing the prior year's loss, but no interim dividend was recommended - Since the outbreak of COVID-19 in January 2020, the Group's passenger volume and revenue have significantly declined. The negative impact on operating results for the period was offset by the Group's cost control measures and subsidies received from the Hong Kong Government's Anti-epidemic Fund[68](index=68&type=chunk) - Including non-cash revaluation deficit on public light bus licenses and impairment provision for public bus licenses of approximately **HKD 21,160,000**, the Group recorded a profit of **HKD 2,696,000** for the six months ended September 30, 2020 (2019: loss of **HKD 9,422,000**)[68](index=68&type=chunk) - In line with past practice, the Board does not recommend the payment of any interim dividend for the six months ended September 30, 2020[68](index=68&type=chunk) [Business Review and Financial Review](index=20&type=section&id=Business%20Review%20and%20Financial%20Review) The pandemic severely impacted the public transport sector, leading to a significant decline in passenger volume and revenue, which the Group addressed through service adjustments, fleet deferrals, and hygiene measures, supported by government subsidies - Since January 2020, the COVID-19 pandemic in Hong Kong has severely impacted the local public transport industry, with green minibus passenger volume decreasing by **28%**, and the Group's scheduled public light bus service passenger volume decreasing by **25.6%** to **21,998,000** passengers compared to the same period last year[68](index=68&type=chunk)[69](index=69&type=chunk) - To cope with the significant drop in passenger demand, the Group adjusted service frequencies as much as possible to enhance resource utilization efficiency, resulting in a reduction of total mileage by approximately **18.5%** to about **16.3 million kilometers** during the period[69](index=69&type=chunk) - To conserve financial resources to address the challenges posed by COVID-19, the Group deferred its fleet renewal plan, resulting in only one 16-seater public light bus being replaced by a new 19-seater public light bus during the period[70](index=70&type=chunk) - The Group has adopted a series of anti-epidemic measures, including frequent cleaning and disinfection of vehicle interiors with bleach or disinfectant, and applying antibacterial coatings to vehicle interiors and air conditioning filters across the entire fleet, to provide a clean environment for passengers and employees[71](index=71&type=chunk) Consolidated Interim Results Details (For the six months ended September 30) | Item | 2020 (thousand HKD) | 2019 (thousand HKD) | Increase/(Decrease) (thousand HKD) | % | | :--- | :--- | :--- | :--- | :--- | | Revenue | 144,930 | 195,073 | (50,143) | -25.7% | | Other gains and other income | 37,527 | 5,926 | 31,601 | 533.3% | | Direct costs | (138,085) | (161,282) | (23,197) | -14.4% | | Administrative expenses | (20,392) | (20,259) | 133 | 0.7% | | Other operating expenses | (831) | (554) | 277 | 50.0% | | Finance costs | (1,789) | (2,863) | (1,074) | -37.5% | | Share of results of a joint venture | 262 | 445 | (183) | -41.1% | | Income tax credit/(expense) | 2,234 | (2,508) | (4,742) | Not Applicable | | Profit for the period excluding revaluation deficit on public light bus licenses and impairment provision for public bus licenses | 23,856 | 13,978 | 9,878 | 70.7% | | Revaluation deficit on public light bus licenses | (18,480) | (23,400) | (4,920) | -21.0% | | Impairment provision for public bus licenses | (2,680) | – | 2,680 | Not Applicable | | Profit/(Loss) for the period | 2,696 | (9,422) | 12,118 | Not Applicable | - Revenue for the period decreased by **HKD 50,143,000** or **25.7%** to **HKD 144,930,000** compared to the same period last year, primarily due to a significant drop in passenger volume, with fare adjustments having a negligible impact on revenue[73](index=73&type=chunk) - Other gains and other income for the period increased by **HKD 31,601,000** or **533.3%** to **HKD 37,527,000** compared to the previous period, due to the Group receiving **HKD 33,922,000** in subsidies under the Hong Kong Government's Anti-epidemic Fund (including the "Employment Support Scheme")[74](index=74&type=chunk) - Direct costs for the period decreased by **HKD 23,197,000** or **14.4%** to **HKD 138,085,000** compared to the same period last year, mainly due to a reduction in fuel costs of **HKD 7,711,000** or **28.5%** and a reduction in driver labor costs of **HKD 13,342,000** or **17.2%**[76](index=76&type=chunk) - Repair and maintenance costs decreased by **HKD 2,646,000** or **19.8%** to **HKD 10,684,000**, benefiting from a lower average fleet age of **6.6 years** and reduced minibus utilization[77](index=77&type=chunk) - The fair value of public light bus licenses decreased by **HKD 280,000** or **12.3%** to **HKD 2,000,000**, resulting in a revaluation deficit of **HKD 18,480,000**; an impairment provision of **HKD 2,680,000** was recognized for public bus licenses[77](index=77&type=chunk)[78](index=78&type=chunk) - Finance costs for the period decreased by **37.5%** to **HKD 1,789,000**, primarily due to a decrease in the average interest rate on bank borrowings by approximately **34 basis points** and a reduction in finance charges on lease liabilities as the lease liability balance decreased[79](index=79&type=chunk) - Income tax credit for the period was **HKD 2,234,000**, with an effective tax rate of **16.8%**, after considering non-deductible impacts and non-taxable impacts[80](index=80&type=chunk) [Cash Flows](index=23&type=section&id=Cash%20Flows) Net cash inflow from operating activities slightly decreased, investing activities turned to net inflow, and net cash outflow from financing activities reduced, resulting in a net increase in cash and cash equivalents of **HKD 10,074 thousand** Cash Flow Summary (For the six months ended September 30) | Activity | 2020 (thousand HKD) | 2019 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net cash inflow from operating activities | 55,832 | 56,854 | (1,022) | -1.8% | | Net cash inflow/(outflow) from investing activities | 2,559 | (6,610) | 9,169 | Not Applicable | | Net cash outflow from financing activities | (48,317) | (53,988) | 5,671 | -10.5% | | Net increase/(decrease) in cash and cash equivalents | 10,074 | (3,744) | 13,818 | Not Applicable | - Net cash inflow from operating activities slightly decreased by **HKD 1,022,000** or **1.8%** compared to the previous period, but improved with increased operating profit, considering recognized but not yet received government subsidies[83](index=83&type=chunk) - Net cash inflow from investing activities for the period was **HKD 2,559,000** (2019: net cash outflow of **HKD 6,610,000**), including dividend income of **HKD 1,600,000** and loan repayments of **HKD 1,000,000** received from a joint venture[83](index=83&type=chunk) - Net cash outflow from financing activities for the period decreased by **HKD 5,671,000** or **10.5%** to **HKD 48,317,000** compared to the previous period, primarily due to reduced dividend payments to shareholders[83](index=83&type=chunk) [Capital Structure, Liquidity, Financial Resources and Policies](index=24&type=section&id=Capital%20Structure,%20Liquidity,%20Financial%20Resources%20and%20Policies) The Group's liquidity significantly improved with a substantial reduction in net current liabilities and an increased liquidity ratio, alongside a slight decrease in total bank borrowings and an improved gearing ratio - The Group's net current liabilities decreased to **HKD 2,581,000** as at September 30, 2020 (March 31, 2020: **HKD 50,911,000**), and the liquidity ratio increased to **0.95 times** (March 31, 2020: **0.39 times**)[84](index=84&type=chunk) - The significant improvement in net current liabilities and liquidity ratio is mainly due to: 1) the reduction in lease liabilities as the minibus lease agreements for **286** public light buses expired on September 30, 2020; and 2) an increase in bank balances and cash during the period[84](index=84&type=chunk) - The Group's bank balances and cash amounted to **HKD 31,337,000** (March 31, 2020: **HKD 21,263,000**)[85](index=85&type=chunk) - The Group's total bank borrowings balance decreased by **HKD 3,986,000** or **2.5%** to **HKD 154,722,000**, primarily due to scheduled repayment of bank borrowings during the period[85](index=85&type=chunk) Bank Borrowings Maturity Profile (As at September 30) | Maturity Period | 2020 (thousand HKD) | March 31, 2020 (thousand HKD) | | :--- | :--- | :--- | | Within one year | 13,679 | 15,258 | | In the second year | 10,802 | 10,425 | | In the third to fifth year inclusive | 30,341 | 30,350 | | After five years | 99,900 | 102,675 | | **Total** | **154,722** | **158,708** | - The Group's gearing ratio (defined as total bank borrowings less bank balances and cash divided by shareholders' equity) was **192.4%** (March 31, 2020: **197.5%**), with the decrease mainly due to an increase in bank balances and cash as at September 30, 2020[87](index=87&type=chunk) Assets Pledged (As at September 30) | Item | 2020 (thousand HKD) | March 31, 2020 (thousand HKD) | | :--- | :--- | :--- | | Public light bus licenses | 88,000 | 100,320 | | Property, plant and equipment | 21,059 | 22,228 | - The majority of the Group's revenue from its scheduled public light bus business is collected in cash or through Octopus Cards Limited and remitted to the Group on the next business day, so the Group does not face any significant credit risk[88](index=88&type=chunk) - The majority of the Group's operating revenue and expenses, as well as monetary assets and liabilities, are denominated in Hong Kong Dollars, so the Group does not face significant foreign exchange risk[89](index=89&type=chunk) - The Group's interest rate risk primarily arises from its bank balances and borrowings, all of which are denominated in Hong Kong Dollars and bear floating interest rates, and management believes the Group does not face significant interest rate risk[91](index=91&type=chunk) - The Group faces fuel price risk, but after careful assessment, the Board believes that entering into hedging contracts may not be an effective tool to manage fuel price risk, and therefore the Group did not adopt any hedging policy for its expected fuel consumption during the period[91](index=91&type=chunk) [Capital Expenditure and Commitments](index=26&type=section&id=Capital%20Expenditure%20and%20Commitments) Total capital expenditure significantly decreased to **HKD 322 thousand** due to deferred fleet upgrades, with contracted but unprovided capital commitments primarily for **23** ordered public light buses - The Group's total capital expenditure for the period was **HKD 322,000** (2019: **HKD 15,562,000**), a significant decrease because the timetable for upgrading the public light bus fleet was deferred due to the outbreak of COVID-19[92](index=92&type=chunk) - As at September 30, 2020, the Group's contracted but unprovided capital commitments amounted to **HKD 14,348,000**, mainly representing the remaining balance for **23** public light buses ordered but not yet delivered[92](index=92&type=chunk) [Contingent Liabilities](index=26&type=section&id=Contingent%20Liabilities) As of September 30, 2020, the Group had no significant contingent liabilities - As at September 30, 2020 and March 31, 2020, the Group had no significant contingent liabilities[92](index=92&type=chunk) [Employees and Remuneration Policy](index=26&type=section&id=Employees%20and%20Remuneration%20Policy) Employee costs constitute a major portion of total operating costs, with employee benefit expenses decreasing by **12.9%** to **HKD 88,039 thousand** due to reduced labor costs. The Group provides basic remuneration, discretionary bonuses, and other benefits - Employee costs constitute a major portion of the Group's total operating costs. Employee benefit expenses incurred during the reporting period amounted to **HKD 88,039,000** (2019: **HKD 101,027,000**), accounting for **55.4%** of total costs[93](index=93&type=chunk) - The decrease in employee benefit expenses was due to the reduction in labor costs as mentioned above[93](index=93&type=chunk) - In addition to basic remuneration, the Group also provides double pay and/or discretionary bonuses to eligible employees, as well as share option schemes, retirement schemes, and training programs[93](index=93&type=chunk) - As at September 30, 2020, the Group had **1,295** employees[93](index=93&type=chunk) [Prospects](index=27&type=section&id=Prospects) The Group maintains a conservative short-term financial outlook, as passenger traffic recovery depends on the pandemic's development and economic recovery. Future plans include route restructuring, fleet upgrades, and seeking strategic cooperation opportunities to enhance operational efficiency, while actively seeking fare adjustments - In the future, the recovery of local public transport passenger traffic will still depend on the development of the COVID-19 pandemic and the progress of Hong Kong's economic recovery, and management remains conservative about the Group's short-term financial performance[95](index=95&type=chunk) - The Group will continue to enhance its operational efficiency through route restructuring and fleet upgrades, and has recently participated in a technical study launched by the Transport Department regarding the detection of seat occupancy and seat belt usage in green minibuses[96](index=96&type=chunk) - The Group will continue to identify and seize development and strategic cooperation opportunities in the market to create sustainable value for shareholders[96](index=96&type=chunk) - Management will actively seek support from the local community and the government to ensure the service quality of scheduled public light bus passenger services to meet public demand and seek fare adjustments[96](index=96&type=chunk) [Directors' Interests in Shares](index=28&type=section&id=Directors'%20Interests%20in%20Shares) As of September 30, 2020, several directors and their associates held long positions in the company's shares and related shares, with Mr. Wong Ling Sun and Ms. Ng Shui Chun holding significant shares through discretionary trusts Directors' Long Positions in Shares and Related Shares of the Company (As at September 30, 2020) | Director's Name | Capacity/Nature of Interest | Number of Ordinary Shares Held | Number of Underlying Shares of Share Options Held | Total | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Wong Ling Sun | Beneficiary of a discretionary trust/Other | 117,677,000 | – | 117,677,000 | 43.27% | | | Beneficial owner/Personal | 25,362,500 | – | 25,362,500 | 9.32% | | | Executor of the estate of the late Mr. Wong Man Kit/Other | 23,256,000 | – | 23,256,000 | 8.56% | | | Spouse of Ms. Law Wai Sze/Family | 352,000 | – | 352,000 | 0.12% | | | Father of Mr. Wong Tin Yan/Family | 2,000,000 | – | 2,000,000 | 0.74% | | | Father of Mr. Wong Tin Yu/Family | 2,000,000 | – | 2,000,000 | 0.74% | | | Father of Ms. Wong Tin Lam/Family | 2,000,000 | – | 2,000,000 | 0.74% | | Ms. Ng Shui Chun | Beneficiary of a discretionary trust/Other | 117,677,000 | – | 117,677,000 | 43.27% | | | Beneficial owner/Personal | 11,350,300 | – | 11,350,300 | 4.17% | | | Spouse of the late Mr. Wong Man Kit/Family | 23,256,000 | – | 23,256,000 | 8.56% | | Mr. Chan Man Chun | Beneficial owner/Personal | 3,539,500 | – | 3,539,500 | 1.30% | | | Spouse of Ms. Chan Lai Ling/Family | 220,000 | – | 220,000 | 0.08% | | Ms. Wong Wai Sum | Beneficiary of a discretionary trust/Other | 117,677,000 | – | 117,677,000 | 43.27% | | | Beneficial owner/Personal | 3,357,000 | – | 3,357,000 | 1.24% | | Ms. Wong Wai Man | Beneficiary of a discretionary trust/Other | 117,677,000 | – | 117,677,000 | 43.27% | | | Mother of Ms. Au Tsz Yu/Family | 2,200,000 | – | 2,200,000 | 0.81% | | | Mother of Mr. Au Chun Hei/Family | 2,000,000 | – | 2,000,000 | 0.74% | | Dr. Chan Yuen Tak Fai | Beneficial owner/Personal | 588,000 | 300,000 | 888,000 | 0.33% | | Mr. Kwong Ki Chi | Beneficial owner/Personal | 588,000 | 300,000 | 888,000 | 0.33% | - A total of **117,677,000** ordinary shares of the company are held by Skyblue Group Limited, a wholly-owned subsidiary of Metro Success Investments Limited. Metro Success is a wholly-owned subsidiary of JETSUN UT Company (PTC) Limited, which is the trustee of The JetSun Unit Trust, wholly owned by HSBC International Trustee Limited as trustee of The JetSun Trust. The JetSun Trust is a discretionary trust, and its discretionary objects include Mr. Wong Ling Sun, Ms. Ng Shui Chun, Ms. Wong Wai Sum, and Ms. Wong Wai Man[101](index=101&type=chunk) [Share Options](index=29&type=section&id=Share%20Options) As of September 30, 2020, the company had **7,497,000** outstanding share options with a weighted average exercise price of **HKD 1.48**, with no grants, cancellations, lapses, or exercises during the period Details of Outstanding Share Options (As at September 30, 2020) | Grantee Name | Date of Grant | Number of Share Options | Exercisable Period | Exercise Price Per Share Option (HKD) | Outstanding as at April 1, 2020 | Granted During the Period | Exercised During the Period | Lapsed During the Period | Outstanding as at September 30, 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Directors: Dr. Chan Yuen Tak Fai | 20/10/2011 | 300,000 | 20/10/2011-19/10/2021 | 1.60 | 300,000 | – | – | – | 300,000 | | Mr. Kwong Ki Chi | 20/10/2011 | 300,000 | 20/10/2011-19/10/2021 | 1.60 | 300,000 | – | – | – | 300,000 | | **Total for Directors** | | **600,000** | | | **600,000** | **–** | **–** | **–** | **600,000** | | Other Eligible Employees: Total | 20/10/2011 | 4,050,000 | 20/10/2011-19/10/2021 | 1.60 | 4,000,000 | – | – | – | 4,000,000 | | | 23/9/2015 | 3,096,000 | 23/9/2015-22/9/2025 | 1.25 | 2,339,000 | – | – | – | 2,339,000 | | **Total for All Employees** | | | | | **7,497,000** | **–** | **–** | **–** | **7,497,000** | - On August 30, 2013, the company terminated the share option scheme adopted on March 22, 2004 ("2004 Scheme") and adopted a new share option scheme ("2013 Scheme") on the same day, aiming to provide a platform for the company to reward and incentivize eligible participants who have contributed to the Group[111](index=111&type=chunk) - All outstanding share options vested immediately upon the date of grant. For the six months ended September 30, 2020, no share options were granted, cancelled, lapsed, or exercised[106](index=106&type=chunk) [Substantial Shareholders](index=30&type=section&id=Substantial%20Shareholders) As of September 30, 2020, HSBC International Trustee and its associated entities (JETSUN, Metro Success, Skyblue) were substantial shareholders, collectively holding **48.94%** of the shares, along with The Seven International Holdings (L) Limited Substantial Shareholders' Shareholding (As at September 30, 2020) | Shareholder Name | Number of Shares/Underlying Shares Held | Percentage of Total Issued Shares of the Company as at September 30, 2020 | | :--- | :--- | :--- | | HSBC International Trustee | 133,077,000 | 48.94% | | JETSUN UT Company (PTC) Limited | 117,677,000 | 43.27% | | Metro Success Investments Limited | 117,677,000 | 43.27% | | Skyblue Group Limited | 117,677,000 | 43.27% | | The Seven International Holdings (L) Limited | 14,850,000 | 5.46% | | The Seven Capital Limited | 14,850,000 | 5.46% | - HSBC International Trustee indirectly holds shares through its wholly-owned subsidiaries JETSUN and Metro Success, while Mr. Wong Ling Sun, Ms. Ng Shui Chun, Ms. Wong Wai Sum, and Ms. Wong Wai Man are beneficiaries of The JetSun Trust[112](index=112&type=chunk) [Corporate Governance](index=31&type=section&id=Corporate%20Governance) The company generally complied with the Listing Rules' Corporate Governance Code, with a temporary non-compliance regarding independent non-executive directors and audit committee composition, which was subsequently rectified - The company has complied with the code provisions set out in Appendix 14 "Corporate Governance Code and Corporate Governance Report" of the Listing Rules for the six months ended September 30, 2020[116](index=116&type=chunk) - Due to the passing of former independent non-executive director Dr. Li Pang Fei on May 15, 2020, the number of independent non-executive directors on the Board was temporarily less than two, and their proportion of the Board members was less than one-third. Additionally, the company's Audit Committee then consisted of only two members, and the position of Chairman of the Remuneration Committee became vacant[116](index=116&type=chunk) - On June 19, 2020, Mr. Fong Man Kit was appointed as an independent non-executive director, Chairman of the Remuneration Committee, and a member of the Audit Committee and Nomination Committee. Consequently, the Board did not comply with the requirements under Listing Rules 3.10(1), 3.10A, 3.21, and 3.25 during the period from May 15, 2020, to June 19, 2020[116](index=116&type=chunk) - Following specific inquiries, all directors confirmed that they had complied with the required standards for directors' securities transactions as set out in the Model Code and its code of conduct during the review period[116](index=116&type=chunk) - The Audit Committee, comprising three independent non-executive directors, held a meeting on November 27, 2020, to review the Group's unaudited condensed consolidated interim financial information and interim results announcement, and provided advice and recommendations to the Board[117](index=117&type=chunk) [Board of Directors](index=31&type=section&id=Board%20of%20Directors) As of the interim report date, the Board comprised four executive directors, one non-executive director, and three independent non-executive directors, with Mr. Wong Ling Sun as Chairman and Mr. Chan Man Chun as Chief Executive Officer - As of the date of this interim report, the executive directors are Mr. Wong Ling Sun (Chairman), Ms. Ng Shui Chun, Mr. Chan Man Chun (Chief Executive Officer), and Ms. Wong Wai Sum[119](index=119&type=chunk) - The non-executive director is Ms. Wong Wai Man[119](index=119&type=chunk) - The independent non-executive directors are Dr. Chan Yuen Tak Fai, Mr. Kwong Ki Chi, and Mr. Fong Man Kit[119](index=119&type=chunk)

[Company Information](index=3&type=section&id=Company%20Information) The Board of Directors comprises executive, non-executive, and independent non-executive directors, supported by audit, nomination, and remuneration committees - The Board is composed of Chairman Mr. Wong Ling Sun, CEO Mr. Chan Man Chun, other executive directors, non-executive director Ms. Wong Wai Man, and independent non-executive directors Dr. Chan Yuen Tak Fai, Mr. Kwong Ki Chi, and Mr. Fong Man Kit (appointed June 19, 2020)[7](index=7&type=chunk) - The Company has Audit, Nomination, and Remuneration Committees, chaired by Mr. Kwong Ki Chi, Dr. Chan Yuen Tak Fai, and Mr. Fong Man Kit respectively[7](index=7&type=chunk) [Group Overview](index=4&type=section&id=Group%20Overview) The Group is a leading public light bus operator in Hong Kong with over 45 years of experience, operating 71 routes and 5 residential bus routes - The Group's principal business is operating scheduled public light bus passenger services in Hong Kong, with over **45 years of operating experience**, making it one of Hong Kong's leading operators[9](index=9&type=chunk) - As of the end of the reporting period, the Group operated **71 scheduled public light bus routes** (354 vehicles) and **5 residential bus routes** (8 vehicles)[9](index=9&type=chunk) - The Group is committed to enhancing passenger experience, including launching Hong Kong's first wheelchair-accessible low-floor public light bus and partnering with AlipayHK to provide mobile payment services for public light buses[9](index=9&type=chunk) [Financial and Business Highlights](index=5&type=section&id=Financial%20and%20Business%20Highlights) The Group experienced a revenue decline and net loss in FY2020, primarily due to reduced passenger volume, despite fleet upgrades and route optimization 2020 Financial Highlights (Year ended March 31) | Financial Performance Indicator | Unit | 2020 | 2019 | Change | | :------------------------------ | :--- | :----- | :----- | :------ | | Revenue | HKD thousands | 365,077 | 392,924 | -7.1% | | Profit for the year excluding revaluation loss on PLB licenses and impairment provision | HKD thousands | 11,147 | 28,235 | -60.5% | | Revaluation loss on PLB licenses | HKD thousands | 47,120 | 71,493 | -34.1% | | Loss attributable to owners of the Company | HKD thousands | 36,373 | 43,258 | -15.9% | | Loss per share | HK cents | 13.38 | 15.91 | -15.9% | | Proposed special dividend per ordinary share | HK cents | 3.0 | 8.0 | -62.5% | | Profit margin (loss attributable to owners / revenue) | % | -10.0% | -11.0% | +1.0pp | | Return on equity (loss attributable to owners / shareholders' equity) | % | -52.3% | -33.8% | -18.5pp | 2020 Financial Position (As of March 31) | Financial Position Indicator | Unit | 2020 | 2019 | Change | | :--------------------------- | :--- | :----- | :----- | :------ | | Bank borrowings | HKD thousands | 158,708 | 149,667 | +6.0% | | Shareholders' equity | HKD thousands | 69,594 | 128,120 | -45.7% | | Current ratio (current assets / current liabilities) | times | 0.39 | 0.71 | -0.32 | | Gearing ratio (total bank borrowings less bank balances and cash / shareholders' equity) | % | 197.5% | 91.2% | +106.3pp | 2020 Key Business Data (Year ended March 31) | Business Summary Indicator | Unit | 2020 | 2019 | Change | | :------------------------- | :--- | :----- | :----- | :------ | | Number of PLBs in service at year-end | vehicles | 354 | 358 | -1.1% | | Number of scheduled PLB routes at year-end | routes | 71 | 70 | +1.4% | | Passenger volume | million | 55.3 | 60.1 | -8.0% | | Number of trips | million | 4.12 | 4.38 | -5.9% | | Total mileage | million km | 38.4 | 41.1 | -6.6% | | Average age of fleet at year-end | years | 6.1 | 8.2 | -25.6% | | Average accident rate | per million km | 3.1 | 2.7 | +14.8% | [Chairman's Statement](index=7&type=section&id=Chairman's%20Statement) The Group's profit before revaluation loss and impairment decreased significantly due to the pandemic and social unrest, despite a reduced net loss from lower license revaluation losses - The Group's profit for the year, excluding revaluation loss on public light bus (PLB) licenses and impairment provision for public bus licenses, decreased by **60.5% to HKD 11.147 million**, primarily due to reduced passenger volume from the COVID-19 pandemic and social unrest[20](index=20&type=chunk) - The net loss for the year decreased by **15.9%**, mainly attributable to a **34.1% reduction in revaluation loss on PLB licenses to HKD 47.120 million**[20](index=20&type=chunk) - The Board recommended a special dividend of **HKD 0.03 per ordinary share** (last year: HKD 0.08), with no final dividend declared[21](index=21&type=chunk) - To address the sharp decline in passenger traffic, the Group implemented measures to control operating costs and ensure safety, including reducing service frequency, conserving resources, regularly cleaning and disinfecting vehicle compartments, and applying nano photocatalyst antibacterial coating[25](index=25&type=chunk) - The Group completed route restructuring during the year, involving four scheduled PLB routes and one residential bus route, and replaced **77 old PLBs with new 19-seater models**, increasing the proportion of 19-seater PLBs to approximately **63% of the fleet**[25](index=25&type=chunk) - The Group received a one-off subsidy of **HKD 10.620 million** from the Hong Kong Government's Anti-epidemic Fund and is eligible for fuel subsidies and wage subsidies, having received the first installment of **HKD 14.332 million** from the Employment Support Scheme[25](index=25&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=10&type=section&id=Business%20Review) The Group optimized its fleet and routes by replacing old vehicles with new 19-seater models, but revenue declined due to reduced passenger volume from social unrest and the pandemic - The Group completed route restructuring, involving four scheduled public light bus (PLB) routes and one residential bus route, increasing the number of scheduled PLB routes to **71** and reducing the number of PLBs by four to **354 vehicles**[32](index=32&type=chunk) - During the year, **77 old public light buses were replaced with new 19-seater public light buses**, reducing the average fleet age to **6.1 years** and making 19-seater PLBs approximately **63% of the fleet**[32](index=32&type=chunk) - Passenger volume decreased by approximately **8.0% to 55.3 million**, and total mileage decreased by **6.6% to 38.4 million km**, primarily due to social unrest and the pandemic[32](index=32&type=chunk) - Revenue decreased by **7.1% to HKD 365.077 million**, as the impact of approved fare increases on 14 routes was entirely offset by the decline in passenger volume[32](index=32&type=chunk) [Financial Review](index=11&type=section&id=Financial%20Review) The Group reported a loss attributable to owners, primarily due to reduced passenger volume, partially offset by a decrease in PLB license revaluation loss, while other income increased from government grants and finance costs rose due to higher interest rates and HKFRS 16 adoption - The Group recorded a loss attributable to owners of **HKD 36.373 million**, with profit for the year (excluding non-cash revaluation loss on public light bus (PLB) licenses and impairment provision for public bus licenses) decreasing by **60.5% to HKD 11.147 million**[34](index=34&type=chunk) - Revenue decreased by **7.1% to HKD 365.077 million**, mainly due to reduced passenger volume from the pandemic and social unrest[35](index=35&type=chunk) - Other income increased by **26.3% to HKD 10.681 million**, primarily due to a **121.7% increase in government grants** received after disposing of pre-Euro IV diesel commercial vehicles[36](index=36&type=chunk) - Direct costs decreased by **2.3% to HKD 317.123 million**, with fuel costs down **6.4%**, repair and maintenance costs down **3.2%**, and labor costs down **1.3%**[36](index=36&type=chunk)[40](index=40&type=chunk) - Finance costs increased by **52.0% to HKD 5.288 million**, mainly due to higher average interest rates and **HKD 1.704 million in finance expenses for lease liabilities** following HKFRS 16 adoption[35](index=35&type=chunk)[42](index=42&type=chunk) - The fair value of public light bus licenses further decreased by **24% to HKD 2.280 million per license**, resulting in a revaluation loss of **HKD 47.120 million** recognized in the consolidated income statement[44](index=44&type=chunk) [Cash Flow](index=13&type=section&id=Cash%20Flow) Net cash generated from operating activities significantly increased, but net cash used in financing activities also rose substantially, leading to a net decrease in cash and cash equivalents, influenced by new bank borrowings, lease liability payments, and dividend distributions 2020 Cash Flow Summary | Cash Flow Item | 2020 (HKD thousands) | 2019 (HKD thousands) | | :------------------------- | :------------------- | :------------------- | | Net cash generated from operating activities | 84,815 | 35,074 | | Net cash used in investing activities | (10,983) | (13,624) | | Net cash used in financing activities | (85,398) | (26,851) | | Net decrease in cash and cash equivalents | (11,566) | (5,401) | - Cash payments under lease agreements were reclassified from operating activities to financing activities after adopting Hong Kong Financial Reporting Standard 16[45](index=45&type=chunk) - Excluding the impact of Hong Kong Financial Reporting Standard 16, net cash inflow from operating activities would have decreased by **55.2% to HKD 15.713 million**, and net cash outflow from financing activities would have decreased by **39.3% to HKD 16.296 million**[46](index=46&type=chunk)[49](index=49&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=14&type=section&id=Capital%20Structure,%20Liquidity%20and%20Financial%20Resources) The Group's net current liabilities and gearing ratio significantly increased due to the recognition of lease liabilities under HKFRS 16 and a reduction in shareholders' equity from special dividends and lower license book values, though bank facilities were enhanced to ensure liquidity - As of March 31, 2020, net current liabilities increased to **HKD 50.911 million** (2019: HKD 18.614 million), and the current ratio decreased to **0.39 times** (2019: 0.71 times), primarily due to lease liabilities recognized under Hong Kong Financial Reporting Standard 16[51](index=51&type=chunk)[54](index=54&type=chunk) - Total bank borrowings increased by **6.0% to HKD 158.708 million**, mainly for purchasing 19 new public light buses[52](index=52&type=chunk) - The gearing ratio increased to **197.5%** (2019: 91.2%), primarily due to a **45.7% decrease in shareholders' equity to HKD 69.594 million**, resulting from special dividend distribution and lower book value of public light bus licenses[56](index=56&type=chunk) - Bank facilities were increased to **HKD 206.008 million** (2019: HKD 158.967 million), with **HKD 158.708 million utilized**[51](index=51&type=chunk) [Pledge of Assets](index=15&type=section&id=Pledge%20of%20Assets) The Group pledged certain public light bus licenses and property, plant, and equipment as collateral for bank facilities, resulting in an increase in total pledged assets Pledged Assets (As of March 31) | Asset Category | 2020 (HKD thousands) | 2019 (HKD thousands) | | :------------------------- | :------------------- | :------------------- | | Public Light Bus Licenses | 100,320 | 123,000 | | Property, Plant and Equipment | 22,228 | 9,744 | [Dividends and Dividend Policy](index=15&type=section&id=Dividends%20and%20Dividend%20Policy) The Board recommended a significantly reduced special dividend of HKD 0.03 per ordinary share and no final dividend, with the dividend policy considering financial performance, cash flow, liquidity, and future expansion plans - The Board recommended a special dividend of **HKD 0.03 per ordinary share** (2019: HKD 0.08) for the year ended March 31, 2020, totaling **HKD 8.157 million**[59](index=59&type=chunk) - The dividend policy considers factors such as the Group's financial performance, future cash flows, liquidity, capital expenditure and expansion plans, retained earnings, and distributable reserves[57](index=57&type=chunk)[59](index=59&type=chunk) [Capital Expenditure and Commitments](index=16&type=section&id=Capital%20Expenditure%20and%20Commitments) Total capital expenditure for the year was HKD 16.157 million, primarily for new public light buses, with capital commitments increasing to HKD 14.098 million for future vehicle purchases - Total capital expenditure for the year was **HKD 16.157 million** (2019: HKD 14.667 million), primarily for purchasing 19 new public light buses[61](index=61&type=chunk) - As of March 31, 2020, capital commitments amounted to **HKD 14.098 million** (2019: HKD 12.293 million), mainly for purchasing 23 new public light buses[61](index=61&type=chunk) [Credit Risk Management](index=16&type=section&id=Credit%20Risk%20Management) The Group faces no significant credit risk as revenue is primarily collected in cash or via third-party payment platforms, and no guarantees are provided to third parties - Revenue from the Group's scheduled public light bus business is collected in cash or through Octopus Card Limited or AlipayHK, and remitted on the next business day[62](index=62&type=chunk) - The Group has not provided guarantees to third parties that would result in credit risk, thus facing no significant credit risk[62](index=62&type=chunk) [Foreign Currency Risk Management](index=16&type=section&id=Foreign%20Currency%20Risk%20Management) The Group faces no significant foreign exchange risk as most operating activities, including revenue, expenses, assets, and liabilities, are denominated in Hong Kong Dollars - Most of the Group's operating activities, including revenue, expenses, monetary assets, and liabilities, are denominated in Hong Kong Dollars, thus facing no significant foreign exchange risk[63](index=63&type=chunk) [Interest Rate Risk Management](index=16&type=section&id=Interest%20Rate%20Risk%20Management) The Group's interest rate risk primarily stems from bank balances, bank borrowings, and lease liabilities, all bank borrowings being at floating rates, with management deeming the risk insignificant to warrant hedging - The Group's interest rate risk primarily arises from bank balances, bank borrowings, and lease liabilities, with all bank borrowings denominated in Hong Kong Dollars and bearing floating interest rates[64](index=64&type=chunk) - Management believes the Group is not exposed to significant interest rate risk, and any reasonably possible market interest rate changes would not have a significant impact[64](index=64&type=chunk) [Fuel Price Risk](index=16&type=section&id=Fuel%20Price%20Risk) The Group is exposed to fuel price volatility but has not adopted any hedging policy, as hedging contracts were deemed ineffective, and will continue to monitor market conditions closely - The Group faces fuel price risk, but after assessment, it was determined that entering into hedging contracts might not be an effective tool, thus no hedging policy has been adopted[65](index=65&type=chunk) - Management will continue to closely monitor market changes to address fuel price risk[65](index=65&type=chunk) [Contingent Liabilities](index=16&type=section&id=Contingent%20Liabilities) As of the reporting period end, the Group had no significant contingent liabilities - As of March 31, 2020, and March 31, 2019, the Group had no significant contingent liabilities[66](index=66&type=chunk) [Employees and Remuneration Policy](index=16&type=section&id=Employees%20and%20Remuneration%20Policy) Employee costs represent a major portion of the Group's operating expenses, totaling HKD 198.716 million for the year, with the Group offering competitive remuneration, bonuses, share option schemes, and training programs to attract and retain talent - Employee benefit expenses for the year were **HKD 198.716 million** (2019: HKD 198.595 million), accounting for **54.4% of total costs** (excluding revaluation loss on licenses and impairment provision)[67](index=67&type=chunk) - In addition to basic salary, the Group provides double pay and/or discretionary bonuses to eligible employees, along with benefits such as share option schemes, retirement plans, and training programs[67](index=67&type=chunk) [Environmental, Social and Governance Report](index=17&type=section&id=Environmental,%20Social%20and%20Governance%20Report) [Reporting Standards and Scope](index=17&type=section&id=Reporting%20Standards%20and%20Scope) This report is prepared in accordance with the HKEX Listing Rules ESG Guide, covering the Group's primary business of providing scheduled public light bus services in Hong Kong, with no significant changes in scope from the previous year - This report is prepared in accordance with Appendix 27 "Environmental, Social and Governance Reporting Guide" of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, covering the Group's principal business of providing scheduled public light bus transport services in Hong Kong[69](index=69&type=chunk) - The Board is ultimately responsible for the Group's environmental, social, and governance strategy and reporting, while management is responsible for designing and maintaining risk management and internal control systems[69](index=69&type=chunk) [Environmental Protection](index=17&type=section&id=Environmental%20Protection) The Group is committed to environmental protection by upgrading its fleet to more eco-friendly LPG and Euro V diesel public light buses, reducing greenhouse gas emissions, and implementing comprehensive maintenance and waste management programs to ensure compliance with environmental regulations - The Group replaced **46 old diesel public light buses with new LPG models** and **31 with Euro V or newer emission standard diesel engines**, making LPG public light buses approximately **79% of the fleet**[69](index=69&type=chunk) - Average annual greenhouse gas emissions slightly decreased to **59.8 tonnes per vehicle** (2019: 61.0 tonnes), with plans to further replace approximately 33 old public light buses with new LPG models by the end of 2021[69](index=69&type=chunk) - Hazardous waste (spent batteries, waste oil filters, and lubricants) from maintenance centers is handled by licensed collectors, while non-hazardous waste (tires) is collected by agents for recycling[72](index=72&type=chunk)[73](index=73&type=chunk) 2020 Environmental Metrics | Environmental Indicator | Unit | 2020 | 2019 | | :---------------------- | :--- | :----- | :----- | | Total greenhouse gas emissions | tonnes | 21,769 | 22,416 | | Average greenhouse gas emissions per vehicle | tonnes | 59.8 | 61.0 | | Total diesel consumption | thousand liters | 2,085 | 3,081 | | Total LPG consumption | thousand liters | 9,529 | 8,369 | | Total tires (discarded) | units | 3,390 | 4,165 | [Operating Practices](index=19&type=section&id=Operating%20Practices) The Group prioritizes passenger and employee safety through continuous training, strict codes of conduct, regular inspections, and comprehensive maintenance, while implementing various anti-epidemic measures and procurement guidelines to ensure supply chain transparency and service quality - The Group enhances operational safety through year-round road safety courses, strict codes of conduct, surprise inspections, driver's license and health checks, and regular vehicle inspections[81](index=81&type=chunk) - For the year ended March 31, 2020, the average accident rate was **3.1 per million km** (2019: 2.7 per million km), with management strengthening training, maintenance, and increasing driver salaries to reduce the rate[85](index=85&type=chunk) - To combat the COVID-19 virus, the Group cleans and disinfects vehicle compartments every two hours, applies nano photocatalyst antibacterial coating, provides employees with disinfectants and masks, and implements work-from-home and temperature screening measures[85](index=85&type=chunk)[86](index=86&type=chunk) - The Group introduced procurement guidelines in 2009 to ensure fair competition, transparent accountability, and selection of suppliers with good product and service quality and environmental compliance[87](index=87&type=chunk) - The Group has a code of conduct and whistleblowing policy, strictly prohibiting corruption and conflicts of interest, and safeguarding the privacy of CCTV recordings[88](index=88&type=chunk)[90](index=90&type=chunk) [Employment Practices](index=21&type=section&id=Employment%20Practices) The Group values its 1,286 employees, adhering to fair and open recruitment principles free from discrimination, and offers competitive remuneration, benefits, and training opportunities to attract, retain, and motivate its workforce - As of March 31, 2020, the Group had **1,286 employees** (2019: 1,300 employees), with recruitment adhering to fair and open competition principles, committed to eliminating discrimination based on race, gender, age, etc[90](index=90&type=chunk) - The remuneration policy includes basic salary, double pay, bonuses, annual leave, transport and housing allowances, with annual reviews based on market conditions and employee performance[90](index=90&type=chunk) - The Group encourages employees to participate in internal or external training courses, covering topics such as director responsibilities, laws and regulations, occupational safety, driving behavior, and anti-corruption[90](index=90&type=chunk) 2020 Human Resources Metrics | Human Resources Indicator | 2020 | 2019 | | :------------------------ | :----- | :----- | | Number of employees at year-end | 1,286 | 1,300 | | By gender (male) | 94.9% | 95.2% | | By age group (over 60) | 52.3% | 48.8% | | Employee turnover rate | 22.7% | 21.9% | | Employee training hours | 1,002 | 842 | [Community Service](index=22&type=section&id=Community%20Service) The Group actively fulfills its corporate social responsibility by sponsoring community events, expanding green minibus interchange schemes, offering fare concessions, and participating in government fare concession programs, though total donations decreased due to the pandemic - The Group actively sponsors various activities organized by district organizations and charities, and has been awarded the "Caring Company" logo by The Hong Kong Council of Social Service[95](index=95&type=chunk) - The Group serves the community by expanding green minibus interchange schemes, offering fare concessions for long-distance passengers, and participating in government public transport fare concession schemes for the elderly and disabled[95](index=95&type=chunk) - Total donations and sponsorships for the year were **HKD 589,000** (2019: HKD 1,158,000), with the decrease mainly due to the cancellation of some regular activities due to the pandemic[96](index=96&type=chunk) [Corporate Governance Report](index=23&type=section&id=Corporate%20Governance%20Report) [Board of Directors](index=23&type=section&id=Board%20of%20Directors) The Board is committed to good corporate governance, ensuring business activities comply with the code, and comprises executive, non-executive, and independent non-executive directors, supported by four committees, though it temporarily fell short of Listing Rules requirements due to an independent non-executive director's passing - The Company has complied with all code provisions and achieved some recommended best practices, including annual board performance evaluations, establishment of a whistleblowing mechanism, and confirmation from management on the effectiveness of risk management and internal control systems[98](index=98&type=chunk) - The Board comprises four executive directors, one non-executive director, and three independent non-executive directors, and has an Executive Committee, Remuneration Committee, Audit Committee, and Nomination Committee[100](index=100&type=chunk) - The Board temporarily did not comply with Listing Rules 3.10(1), 3.10A, 3.21, and 3.25 from May 15, 2020, to June 19, 2020, due to an insufficient number of independent non-executive directors[99](index=99&type=chunk) - The Board regularly reviews its composition to ensure a balance of expertise, skills, experience, and diverse perspectives, and encourages all directors to participate in continuous professional development[105](index=105&type=chunk) - Four regular Board meetings were held during the year to review and approve interim and annual results, financial statements, and risk management and internal control reports[107](index=107&type=chunk)[110](index=110&type=chunk) [Board Committees](index=25&type=section&id=Board%20Committees) The Board delegates certain responsibilities to the Executive, Remuneration, Audit, and Nomination Committees, each with clear terms of reference and reporting to the Board, ensuring effective oversight of Group affairs - The Board delegates certain duties and responsibilities to the Executive Committee, Remuneration Committee, Audit Committee, and Nomination Committee, each with clearly defined terms of reference[107](index=107&type=chunk) - The Executive Committee is responsible for formulating the Group's strategic direction, monitoring the implementation of strategic plans, daily operations, and senior management performance, and establishing risk management and internal control systems[113](index=113&type=chunk) [Chairman and Chief Executive Officer](index=27&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) The roles of Chairman and Chief Executive Officer are segregated, with the Chairman leading the Board, setting strategic direction, and overseeing the CEO's performance, while the CEO is ultimately responsible for the Group's operations and management - The functions of the Chairman and Chief Executive Officer are segregated; the Chairman presides over and leads the Board, recommends the Group's direction, strategy, and policies, and monitors the CEO's performance[112](index=112&type=chunk)[113](index=113&type=chunk) - The Chief Executive Officer is ultimately responsible for the Group's operations and management, and supports the Board by providing industry and business expertise[113](index=113&type=chunk) [Remuneration Committee](index=28&type=section&id=Remuneration%20Committee) The Remuneration Committee advises the Board on remuneration policies, structures, and packages for directors and senior management, ensuring fairness and alignment with company and individual performance, with Mr. Fong Man Kit appointed as Chairman during the reporting period to fill a vacancy - The Remuneration Committee is responsible for recommending remuneration policies and structures for all directors and senior management, and reviewing and approving management's remuneration proposals[117](index=117&type=chunk) - On June 19, 2020, Independent Non-executive Director Mr. Fong Man Kit was appointed as Chairman of the Remuneration Committee to fill the vacancy left by the passing of former Chairman Dr. Lee Peng Fee[116](index=116&type=chunk) - The remuneration policy considers various factors such as comparable company remuneration, job duties, market conditions and practices, financial and non-financial performance, to ensure fair and competitive remuneration packages[120](index=120&type=chunk) [Audit Committee](index=29&type=section&id=Audit%20Committee) The Audit Committee reviews the integrity, accuracy, and fairness of financial statements, monitors the effectiveness of internal control and risk management systems, and oversees the work of internal and external auditors, with Mr. Fong Man Kit appointed as a member to fill a vacancy during the reporting period - The Audit Committee is responsible for reviewing the integrity, accuracy, and fairness of the Company's reports and financial statements, and annually reviewing the adequacy and effectiveness of internal control and risk management systems[120](index=120&type=chunk) - Key responsibilities include recommending the appointment, reappointment, and removal of external auditors, monitoring their independence and objectivity, and reviewing the Group's financial and accounting policies and practices[120](index=120&type=chunk) - On June 19, 2020, Mr. Fong Man Kit was appointed as a member of the Audit Committee to fill a vacancy[120](index=120&type=chunk) - Four meetings were held during the year to review and approve interim and annual results, financial statements, and risk management and internal control review reports[126](index=126&type=chunk) [Nomination Committee](index=30&type=section&id=Nomination%20Committee) The Nomination Committee regularly reviews the Board's structure, size, and composition, identifies qualified director candidates, assesses the independence of independent non-executive directors, and recommends appointments, re-elections, and succession plans, with Mr. Fong Man Kit appointed as a member to fill a vacancy during the reporting period - The Nomination Committee is responsible for reviewing the Board's structure, size, and composition at least annually, identifying suitable candidates for Board membership, and assessing the independence of independent non-executive directors[127](index=127&type=chunk) - On June 19, 2020, Mr. Fong Man Kit was appointed as a member of the Nomination Committee to fill a vacancy[127](index=127&type=chunk) - One meeting was held during the year to review the Board's structure, size, and composition, and to consider and recommend the re-election of Mr. Wong Ling Sun, Ms. Ng Shui Chun, and Mr. Kwong Ki Chi as directors[135](index=135&type=chunk)[136](index=136&type=chunk) [Nomination Policy](index=31&type=section&id=Nomination%20Policy) The Nomination Policy outlines key criteria for selecting director candidates, including skills, knowledge, experience, diversity, character, integrity, and time commitment, emphasizing the independence of independent non-executive directors - Key criteria for selecting director candidates include their skills, knowledge, experience, diversity (gender, age, educational, and professional background), character, integrity, and time commitment[130](index=130&type=chunk) - For nominating independent non-executive directors, their independence from the Company and the Group is assessed in accordance with Listing Rules requirements[130](index=130&type=chunk) [Board Diversity Policy](index=31&type=section&id=Board%20Diversity%20Policy) The Company adopted a Board Diversity Policy in 2013 to enhance board effectiveness and performance quality, ensuring members possess diverse talents, skills, regional and industry experience, and achieve a satisfactory gender and age distribution - The Company adopted a Board Diversity Policy on August 30, 2013, aiming to enhance board effectiveness and performance quality, and maintain a high standard of corporate governance[131](index=131&type=chunk) - Director appointments are based on ability and performance, considering talent, skills, and experience, and ensuring a balance across various aspects of diversity[132](index=132&type=chunk) Board Age Group and Gender Distribution as of March 31, 2020 | Age Group | Male | Female | | :----------- | :--- | :----- | | 41 to 50 years | 1 | 2 | | 51 to 60 years | 1 | – | | Over 60 years | 2 | 2 | | Total | 4 | 4 | [Company Secretary](index=32&type=section&id=Company%20Secretary) Ms. Wong Ka Yan, the Company Secretary, reports to the Chairman on board governance matters, plays a crucial role in supporting the Board, ensuring information flow and good communication between directors, shareholders, and management, and providing advice on regulatory matters - Company Secretary Ms. Wong Ka Yan reports to the Chairman on board governance matters, playing a crucial role in supporting the Board, ensuring proper adherence to board procedures and information flow[137](index=137&type=chunk) - The Company Secretary is responsible for advising the Board on regulatory matters through the Chairman, and assisting directors in fulfilling their duties and professional development, completing over **15 hours of relevant professional training** during the year[137](index=137&type=chunk) [External Auditor](index=32&type=section&id=External%20Auditor) Grant Thornton Hong Kong Limited, the external auditor, is responsible for auditing the annual financial statements, with total remuneration paid or payable for the year amounting to HKD 644,000, mostly for audit fees - External auditor Grant Thornton Hong Kong Limited is responsible for auditing and reporting on the annual financial statements[138](index=138&type=chunk) - For the financial year ended March 31, 2020, total remuneration paid or payable to the external auditor was **HKD 644,000**, of which **HKD 560,000 was for audit fees**[138](index=138&type=chunk) [Directors' and External Auditor's Responsibilities for Financial Statements](index=32&type=section&id=Directors'%20and%20External%20Auditor's%20Responsibilities%20for%20Financial%20Statements) Directors are responsible for preparing true and fair financial statements and ensuring effective internal controls to prevent material misstatements, while the external auditor's responsibilities are clearly outlined in the independent auditor's report - Directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance, and for internal controls[139](index=139&type=chunk) - The responsibilities of the external auditor are clearly stated in the independent auditor's report[139](index=139&type=chunk) [Risk Management, Internal Control and Internal Audit](index=33&type=section&id=Risk%20Management,%20Internal%20Control%20and%20Internal%20Audit) The Board is ultimately responsible for overseeing risk management and internal control systems, reviewing their effectiveness annually, with the Group having a comprehensive risk management framework and an outsourced internal audit function to an accounting professional for independent review - The Board is ultimately responsible for overseeing sound risk management and internal control systems, and annually reviews their effectiveness, confirming them to be effective and adequate[141](index=141&type=chunk) - The Group has established a comprehensive risk management framework, clearly defining the roles and responsibilities of the Board, management, Group department heads, and internal auditors in the risk management process[142](index=142&type=chunk) - The risk management process includes risk identification, assessment, prioritization, strategy formulation, and continuous monitoring and reporting[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) - The Group does not have an internal audit department; the internal audit function is outsourced to an accounting professional selected by the Audit Committee, independent of the Group and reporting directly to the Audit Committee[153](index=153&type=chunk) - The internal auditor conducts independent reviews, assessing the adequacy and effectiveness of risk management and internal control systems, referencing the COSO framework[154](index=154&type=chunk) [Securities Transactions](index=36&type=section&id=Securities%20Transactions) The Company has adopted a code of conduct for securities transactions, no less stringent than the Listing Rules' Model Code, requiring directors and relevant employees to notify the Chairman and obtain permission before trading company securities, and to observe blackout periods - The Company has adopted a code of conduct for securities transactions by directors and relevant employees, with terms no less stringent than the Model Code in Appendix 10 of the Listing Rules[160](index=160&type=chunk) - Directors must notify the Chairman and receive dated permission before trading the Company's securities and derivatives, and observe blackout periods of **30 and 60 days** immediately preceding the publication dates of interim and annual results, respectively[159](index=159&type=chunk)[160](index=160&type=chunk) [Shareholder Communication Policy](index=36&type=section&id=Shareholder%20Communication%20Policy) The Company is committed to enhancing investor relations and communication, having established a shareholder communication policy to ensure equal and timely dissemination of company information to shareholders and potential shareholders, and encouraging attendance at general meetings for direct communication with the Board - The Company has established a shareholder communication policy to ensure equal and timely provision of company information to shareholders and potential shareholders, avoiding selective disclosure[160](index=160&type=chunk) - The Company maintains close communication with investors, analysts, fund managers, and the media through annual reports, interim reports, interviews, conferences, and the company website (www.amspt.com)[160](index=160&type=chunk) - The Board welcomes shareholder feedback and encourages shareholders to attend general meetings for direct communication with the Board or senior management[160](index=160&type=chunk) [Shareholders' Right to Convene General Meetings](index=37&type=section&id=Shareholders'%20Right%20to%20Convene%20General%20Meetings) Qualified shareholders holding at least one-tenth of the paid-up share capital have the right to issue a written request for the Board to convene an extraordinary general meeting to address specified matters, and may convene it themselves if the Board fails to do so within 21 days - Any qualified shareholder holding not less than **one-tenth of the paid-up share capital** has the right to request the Board to convene an extraordinary general meeting by issuing a written request[163](index=163&type=chunk) - The request must clearly state the shareholder's name, shareholding, reasons for convening, proposed agenda, and details of matters, and be signed by all relevant qualified shareholders[163](index=163&type=chunk) - If the Board fails to commence the process of convening an extraordinary general meeting within **21 days** of the request, the qualified shareholders may convene the meeting themselves in the same manner[163](index=163&type=chunk) [Profiles of Directors and Senior Management](index=38&type=section&id=Profiles%20of%20Directors%20and%20Senior%20Management) The profiles detail the roles and responsibilities of the Chairman, CEO, Finance Director, Deputy Director of HR and Finance, independent non-executive directors, and key senior management, highlighting their contributions to the Group - Mr. Wong Ling Sun serves as Chairman, responsible for formulating overall business strategy and overseeing corporate development; Mr. Chan Man Chun is Chief Executive Officer, actively involved in the Group's overall business operations and corporate strategy implementation[167](index=167&type=chunk) - Ms. Ng Shui Chun is Finance Director and a co-founder of the Group, responsible for finance and management; Ms. Wong Wai Sum is Deputy Director of Human Resources and Finance, responsible for human resources and financial management[167](index=167&type=chunk) - Independent Non-executive Directors Dr. Chan Yuen Tak Fai, Mr. Kwong Ki Chi, and Mr. Fong Man Kit (newly appointed) all possess extensive professional backgrounds and experience, providing independent judgment to the Board[169](index=169&type=chunk)[170](index=170&type=chunk) - Senior management includes Mr. Wong Man Chiu, Engineering Manager (responsible for maintenance center management), Ms. Wong Ka Yan, Financial Controller and Company Secretary (responsible for financial control, accounting, and company secretarial duties), and Mr. Wong Yu Fung, Operations Manager (responsible for daily route operation management and route restructuring plans)[173](index=173&type=chunk)[174](index=174&type=chunk) [Directors' Report](index=41&type=section&id=Directors'%20Report) [Principal Activities](index=41&type=section&id=Principal%20Activities) The Company is an investment holding company, with its subsidiaries primarily engaged in providing scheduled public light bus passenger services in Hong Kong - The Company is an investment holding company, and its subsidiaries are principally engaged in providing scheduled public light bus passenger services in Hong Kong[176](index=176&type=chunk) [Results and Proposed Dividends](index=41&type=section&id=Results%20and%20Proposed%20Dividends) The Group recorded a loss for the year ended March 31, 2020, with the Board recommending a special dividend of HKD 0.03 per ordinary share but no final dividend - The Group's results for the year ended March 31, 2020, are presented in the consolidated income statement; the Directors recommended a special dividend of **HKD 0.03 per ordinary share** (2019: HKD 0.08)[177](index=177&type=chunk) - The Board did not declare a final dividend for the years ended March 31, 2020, and 2019[177](index=177&type=chunk) [Business Review](index=41&type=section&id=Business%20Review) The Group's revenue primarily derives from scheduled public light bus passenger services in Hong Kong, with detailed business review provided in the Chairman's Statement, Management Discussion and Analysis, ESG Report, and Corporate Governance Report - The Group's revenue primarily derives from providing scheduled public light bus passenger services in Hong Kong[178](index=178&type=chunk) - Details of the Group's business review are elaborated in the Chairman's Statement, Management Discussion and Analysis, Environmental, Social and Governance Report, and Corporate Governance Report[178](index=178&type=chunk) [Reserves](index=41&type=section&id=Reserves) Details of changes in the Group's and the Company's reserves for the year ended March 31, 2020, are presented in the consolidated statement of changes in equity and note 31 to the financial statements - Details of changes in the Group's and the Company's reserves for the year ended March 31, 2020, are presented in the consolidated statement of changes in equity and note 31 to the financial statements, respectively[178](index=178&type=chunk) [Donations](index=41&type=section&id=Donations) The Group made charitable donations totaling HKD 10,000 for the year ended March 31, 2020, a significant decrease from the previous year - The Group made charitable donations totaling **HKD 10,000** for the year ended March 31, 2020 (2019: HKD 156,000)[178](index=178&type=chunk) [Property, Plant and Equipment](index=41&type=section&id=Property,%20Plant%20and%20Equipment) Details of changes in the Group's property, plant, and equipment are provided in note 15 to the financial statements - Details of changes in the Group's property, plant and equipment are provided in note 15 to the financial statements[178](index=178&type=chunk) [Principal Subsidiaries](index=41&type=section&id=Principal%20Subsidiaries) Details of the Company's principal subsidiaries as of March 31, 2020, are provided in note 19 to the financial statements - Details of the Company's principal subsidiaries as of March 31, 2020, are provided in note 19 to the financial statements[178](index=178&type=chunk) [Bank Borrowings](index=41&type=section&id=Bank%20Borrowings) Details of the Group's bank borrowings are presented in note 24 to the financial statements - The Group's bank borrowings are presented in note 24 to the financial statements[178](index=178&type=chunk) [Share Capital](index=41&type=section&id=Share%20Capital) Details of changes in the Company's share capital are provided in note 28 to the financial statements - Details of changes in the Company's share capital are provided in note 28 to the financial statements[178](index=178&type=chunk) [Distributable Reserves](index=41&type=section&id=Distributable%20Reserves) The Company's distributable reserves as of March 31, 2020, amounted to HKD 241.286 million, a decrease from the previous year - The Company's distributable reserves as of March 31, 2020, amounted to **HKD 241.286 million** (2019: HKD 248.931 million)[178](index=178&type=chunk) [Five-Year Financial Summary](index=41&type=section&id=Five-Year%20Financial%20Summary) A summary of the Group's results and assets and liabilities for the past five financial years is presented on page 112 - A summary of the Group's results and assets and liabilities for the past five financial years is presented on page 112[179](index=179&type=chunk) [Directors](index=42&type=section&id=Directors) The Board of Directors saw changes during the reporting period, including the passing of Independent Non-executive Director Dr. Lee Peng Fee and the appointment of Mr. Fong Man Kit, with certain directors retiring by rotation and being eligible for re-election at the upcoming AGM - For the year ended March 31, 2020, and up to the date of this report, the Board of Directors included Executive Directors Mr. Wong Ling Sun, Ms. Ng Shui Chun, Mr. Chan Man Chun, Ms. Wong Wai Sum, Non-executive Director Ms. Wong Wai Man, and Independent Non-executive Directors Dr. Chan Yuen Tak Fai, Mr. Kwong Ki Chi[182](index=182&type=chunk) - Independent Non-executive Director Dr. Lee Peng Fee passed away on May 15, 2020, and Mr. Fong Man Kit was appointed as an Independent Non-executive Director on June 19, 2020, to fill the vacancy[182](index=182&type=chunk) - Executive Directors Mr. Wong Ling Sun and Ms. Ng Shui Chun, and Independent Non-executive Director Mr. Kwong Ki Chi will retire by rotation at the upcoming Annual General Meeting and are eligible for re-election[182](index=182&type=chunk) [Biographical Details of Directors and Senior Management](index=42&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) Biographical details of the directors and senior management are provided on pages 37 to 39 - Biographical details of the directors and senior management are provided on pages 37 to 39[183](index=183&type=chunk) [Directors' Service Contracts](index=42&type=section&id=Directors'%20Service%20Contracts) All executive directors, except Ms. Wong Wai Sum, have initial three-year service contracts that continue thereafter, while all non-executive and independent non-executive directors are appointed for terms not exceeding three years and are subject to re-election - Service contracts for all executive directors (except Ms. Wong Wai Sum) are initially for **three years** and continue thereafter until terminated by either party with not less than six months' prior written notice[183](index=183&type=chunk) - All non-executive directors and independent non-executive directors are appointed for terms not exceeding **three years** and are subject to re-election in accordance with the Articles of Association[183](index=183&type=chunk) [Directors' Interests in Transactions, Arrangements or Contracts](index=43&type=section&id=Directors'%20Interests%20in%20Transactions,%20Arrangements%20or%20Contracts) Mr. Wong Ling Sun, Ms. Ng Shui Chun, Ms. Wong Wai Sum, and Ms. Wong Wai Man (the Wong family) hold indirect interests in public light bus lease agreements entered into by the Company's wholly-owned subsidiary with associated companies - Mr. Wong Ling Sun, Ms. Ng Shui Chun, Ms. Wong Wai Sum, and Ms. Wong Wai Man (the Wong family) hold indirect interests in public light bus lease agreements entered into by the Company's wholly-owned subsidiary Gurnard Holdings Limited with Man Shing Transport Company Limited, Chung Kong Transport Consultants Limited, and Tai Sam Company Limited[186](index=186&type=chunk) - Save as disclosed above, no other transactions, arrangements, or contracts significant to the Group's business existed during the year or at any time during the year, in which a director or their connected entities had a direct or indirect material interest[186](index=186&type=chunk) [Directors' Share Interests](index=43&type=section&id=Directors'%20Share%20Interests) As of March 31, 2020, several directors and their family members held long positions in the Company's shares and related shares, with Mr. Wong Ling Sun, Ms. Ng Shui Chun, Ms. Wong Wai Sum, and Ms. Wong Wai Man indirectly holding substantial shares through a discretionary trust Directors' Long Positions in Shares and Related Shares of the Company (As of March 31, 2020) | Director Name | Capacity/Nature of Interest | Number of Ordinary Shares Held | Number of Underlying Shares of Share Options Held | Total | Approximate % of Shareholding | | :------------------------ | :-------------------------- | :----------------------------- | :------------------------------------------------ | :---------- | :---------------------------- | | Mr. Wong Ling Sun | Beneficiary of discretionary trust | 117,677,000 | – | 117,677,000 | 43.27% | | | Beneficial owner | 25,362,500 | – | 25,362,500 | 9.32% | | Ms. Ng Shui Chun | Beneficiary of discretionary trust | 117,677,000 | – | 117,677,000 | 43.27% | | | Beneficial owner | 10,318,300 | – | 10,318,300 | 3.79% | | Mr. Chan Man Chun | Beneficial owner | 3,539,500 | – | 3,539,500 | 1.30% | | Ms. Wong Wai Sum | Beneficiary of discretionary trust | 117,677,000 | – | 117,677,000 | 43.27% | | | Beneficial owner | 3,357,000 | – | 3,357,000 | 1.24% | | Ms. Wong Wai Man | Beneficiary of discretionary trust | 117,677,000 | – | 117,677,000 | 43.27% | | | Beneficial owner | 1,000,000 | – | 1,000,000 | 0.36% | | Dr. Lee Peng Fee (deceased) | Beneficial owner | 330,000 | 558,000 | 888,000 | 0.33% | | Dr. Chan Yuen Tak Fai | Beneficial owner | 588,000 | 300,000 | 888,000 | 0.33% | | Mr. Kwong Ki Chi | Beneficial owner | 588,000 | 300,000 | 888,000 | 0.33% | - Mr. Wong Ling Sun, Ms. Ng Shui Chun, Ms. Wong Wai Sum, and Ms. Wong Wai Man are beneficiaries of The JetSun Trust, which holds **117,677,000 ordinary shares** of the Company through JETSUN UT Company (PTC) Limited, Metro Success Investment Limited, and Skyblue Group Limited[189](index=189&type=chunk) [Management Contracts](index=44&type=section&id=Management%20Contracts) No management and administration contracts concerning the whole or any substantial part of the Company's business were entered into or subsisted during the year ended March 31, 2020 - No management and administration contracts concerning the whole or any substantial part of the Company's business were entered into or subsisted during the year ended March 31, 2020[192](index=192&type=chunk) [Share Option Scheme](index=44&type=section&id=Share%20Option%20Scheme) The Company adopted a new share option scheme in 2013 to reward eligible participants for their contributions to the Group, with 7,497,000 share options outstanding as of March 31, 2020, at a weighted average exercise price of HKD 1.48 - The Company terminated the 2004 Share Option Scheme and adopted a new share option scheme ("2013 Scheme") on August 30, 2013, to grant share options to selected participants as a reward for their contributions to the Group[193](index=193&type=chunk)[196](index=196&type=chunk) - The total number of shares available for issue under the 2013 Scheme shall not exceed **10% of the issued shares** on the date of approval, i.e., a maximum of **26,612,500 shares**[197](index=197&type=chunk) - As of March 31, 2020, the total number of outstanding share options was **7,497,000**, with a weighted average exercise price of **HKD 1.48**, and all share options vested immediately on the grant date[207](index=207&type=chunk)[482](index=482&type=chunk)[483](index=483&type=chunk) - The subscription price for share options shall not be less than the nominal value of the share, the average closing price for the five consecutive trading days immediately preceding the grant date, and the closing price on the grant date, whichever is highest[204](index=204&type=chunk) [Major Customers and Suppliers](index=47&type=section&id=Major%20Customers%20and%20Suppliers) For the year ended March 31, 2020, the Group's top five customers accounted for less than 30% of total revenue, while its top five suppliers accounted for 31.2% of total purchases, with the top three suppliers owned by the Wong family directors and beneficial shareholders - For the year ended March 31, 2020, the Group's top five customers accounted for less than **30% of the Group's total revenue**[210](index=210&type=chunk) - The top five suppliers accounted for **31.2% of total purchases** (2019: 29.7%), with the largest supplier accounting for **7.6%** (2019: 7.4%)[211](index=211&type=chunk) - Executive Directors Mr. Wong Ling Sun, Ms. Ng Shui Chun, and Ms. Wong Wai Sum, and Non-executive Director Ms. Wong Wai Man are directors and beneficial shareholders of the Group's top three suppliers[211](index=211&type=chunk) [Connected Transactions](index=48&type=section&id=Connected%20Transactions) The Group engages in continuing connected transactions with associated companies beneficially owned and controlled by the Wong family, primarily involving public light bus lease payments and administrative fee income, which have been reviewed by independent non-executive directors and confirmed to be on normal commercial terms and within annual limits Continuing Connected Transactions (Year ended March 31) | Transaction Nature | 2020 (HKD thousands) | 2019 (HKD thousands) | | :---------------------------------- | :------------------- | :------------------- | | Public light bus lease payments to associated companies | 67,842 | 65,619 | | Administrative fee income from associated companies | 2,389 | 2,327 | - These connected transactions involve Man Shing Transport Company Limited, Chung Kong Transport Consultants Limited, and Tai Sam Company Limited, which are beneficially owned and controlled by the Wong family[214](index=214&type=chunk) - Independent non-executive directors have reviewed and confirmed that the continuing connected transactions were entered into in the ordinary and usual course of the Group's business, on normal commercial terms or better, and did not exceed the annual limit of **HKD 84.099 million**[215](index=215&type=chunk)[216](index=216&type=chunk) [Major Shareholders](index=49&type=section&id=Major%20Shareholders) As of March 31, 2020, HSBC International Trustee and its subsidiaries were the Company's major shareholders, holding substantial shares, some of which were beneficially owned by the Wong family through a discretionary trust Major Shareholders' Shareholdings (As of March 31, 2020) | Shareholder Name | Number of Shares/Related Shares Held | Approximate % of Total Issued Shares of the Company | | :--------------------------------------- | :----------------------------------- | :-------------------------------------------------- | | HSBC International Trustee | 133,077,000 | 48.94% | | JETSUN | 117,677,000 | 43.27% | | Metro Success | 117,677,000 | 43.27% | | Skyblue | 117,677,000 | 43.27% | | The Seven International Holdings (L) Limited | 14,850,000 | 5.46% | | The Seven Capital Limited | 14,850,000 | 5.46% | - HSBC International Trustee holds **9,999 units** of The JetSun Unit Trust through JETSUN UT Company (PTC) Limited, and Mr. Wong Ling Sun, Ms. Ng Shui Chun, Ms. Wong Wai Sum, and Ms. Wong Wai Man are beneficiaries of The JetSun Trust[218](index=218&type=chunk) [Model Code for Securities Transactions by Directors](index=49&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted a code of conduct for directors' securities transactions no less stringent than the Listing Rules' Model Code, and all directors confirmed compliance throughout the reviewed financial year - The Company has adopted a code of conduct for securities transactions by directors and relevant employees, with terms no less stringent than the Model Code in Appendix 10 of the Listing Rules[221](index=221&type=chunk) - Following specific inquiries, all directors confirmed their compliance with the required standards for directors' securities transactions as set out in the Model Code throughout the reviewed financial year[221](index=221&type=chunk) [Corporate Governance](index=49&type=section&id=Corporate%20Governance) The Company complied with the Corporate Governance Code provisions for the year ended March 31, 2020, but temporarily fell short of Listing Rules requirements due to an insufficient number of independent non-executive directors - The Company complied with the code provisions set out in the Code for the year ended March 31, 2020[222](index=222&type=chunk) - Following the passing of former Independent Non-executive Director Dr. Lee Peng Fee on May 15, 2020, the number of independent non-executive directors on the Board was temporarily insufficient, leading to non-compliance with Listing Rules 3.10(1), 3.10A, 3.21, and 3.25[222](index=222&type=chunk) [Sufficiency of Public Float](index=50&type=section&id=Sufficiency%20of%20Public%20Float) The Directors confirm that the Company maintained a sufficient public float as required by the Listing Rules as of the date of this annual report - The Directors confirm that the Company maintained a sufficient public float as required by the Listing Rules as of the date of this annual report[225](index=225&type=chunk) [Audit Committee](index=50&type=section&id=Audit%20Committee) The Audit Committee is responsible for reviewing and overseeing the Group's financial reporting process and internal control systems, comprising three independent non-executive directors, and held a meeting on June 26, 2020, to review the annual financial statements - The Audit Committee's primary responsibilities are to review and oversee the Group's financial reporting process and internal control systems, comprising three independent non-executive directors[225](index=225&type=chunk) - Mr. Fong Man Kit was appointed as a member of the Audit Committee on June 19, 2020, to fill a vacancy, and the Committee held a meeting on June 26, 2020, to review the annual financial statements[225](index=225&type=chunk) [Pre-emptive Rights](index=50&type=section&id=Pre-emptive%20Rights) Neither the Articles of Association nor Cayman Islands law contains provisions requiring the Company to offer new shares pro-rata to existing shareholders with pre-emptive rights - The Articles of Association do not contain provisions for pre-emptive rights, and Cayman Islands law does not impose restrictions in this regard, requiring the Company to offer new shares pro-rata to its existing shareholders[226](index=226&type=chunk) [Permitted Indemnification](index=50&type=section&id=Permitted%20Indemnification) Each director and other officer of the Company will be indemnified by the Company in accordance with the Articles of Association, and appropriate directors' and officers' liability insurance has been purchased - Each director and other officer of the Company will be indemnified by the Company in accordance with the Articles of Association, and appropriate directors' and officers' liability insurance has been purchased for relevant legal actions against directors[227](index=227&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=50&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) For the year ended March 31, 2020, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the year ended March 31, 2020, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[227](index=227&type=chunk) [Auditor](index=50&type=section&id=Auditor) The accompanying financial statements have been audited by Grant Thornton Hong Kong Limited, and a resolution will be proposed at the upcoming Annual General Meeting to re-appoint them as the Company's auditor - The accompanying financial statements have been audited by Grant Thornton Hong Kong Limited, and a resolution will be proposed at the upcoming Annual General Meeting to re-appoint them as the Company's auditor[227](index=227&type=chunk) [Independent Auditor's Report](index=51&type=section&id=Independent%20Auditor's%20Report) [Opinion](index=51&type=section&id=Opinion) The auditor issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2020, deeming them to present a true and fair view of the financial position, performance, and cash flows in accordance with HKFRS - The auditor issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2020, deeming them to present a true and fair view of the financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards[229](index=229&type=chunk) [Basis for Opinion](index=51&type=section&id=Basis%20for%20Opinion) The auditor conducted the audit in accordance with Hong Kong Standards on Auditing and ethical codes for professional accountants, maintaining independence from the Group, and believes sufficient and appropriate audit evidence was obtained to form the opinion - The auditor conducted the audit in accordance with Hong Kong Standards on Auditing and ethical codes for professional accountants, maintaining independence from the Group[230](index=230&type=chunk) - The auditor believes that sufficient and appropriate audit evidence has been obtained to provide a basis for the audit opinion[230](index=230&type=chunk) [Key Audit Matters](index=51&type=section&id=Key%20Audit%20Matters) Key audit matters include the valuation of public light bus licenses and the assessment of goodwill impairment, both involving significant judgment and estimation, with the auditor evaluating the reasonableness of management's valuation methods, assumptions, and input data - The valuation of public light bus licenses was identified as a key audit matter due to its materiality to the consolidated financial statements and the significant judgment and estimation involved in determining fair value[233](index=233&type=chunk) - The auditor obtained an external valuer's report for public light bus license valuation a

Condensed Consolidated Interim Financial Information [Condensed Consolidated Statement of Profit or Loss](index=3&type=section&id=簡明綜合收益表) The Group's revenue slightly increased to **HKD 195.07 million** for the six months ended September 30, 2019, with net loss significantly narrowing to **HKD 9.42 million** due to reduced non-cash revaluation loss on public light bus licenses Condensed Consolidated Statement of Profit or Loss | Metric | Six Months Ended September 30 (2019) (Thousand HKD) | Six Months Ended September 30 (2018) (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 195,073 | 194,482 | | Gross Profit | 33,791 | 31,568 | | Operating Profit | 18,904 | 15,140 | | Loss Before Income Tax | (6,914) | (25,576) | | Loss for the Period | (9,422) | (27,643) | | Basic Loss Per Share | (3.47) HK cents | (10.17) HK cents | [Condensed Consolidated Statement of Comprehensive Income](index=4&type=section&id=簡明綜合全面收益表) Total comprehensive expense for the period significantly decreased to **HKD 9.78 million** from **HKD 31.55 million** in the prior period, primarily due to a reduction in public light bus license revaluation loss Condensed Consolidated Statement of Comprehensive Income | Metric | Six Months Ended September 30 (2019) (Thousand HKD) | Six Months Ended September 30 (2018) (Thousand HKD) | | :--- | :--- | :--- | | Loss for the Period | (9,422) | (27,643) | | Revaluation Deficit on Public Light Bus Licenses | (360) | (3,907) | | **Total Comprehensive Expense for the Period** | **(9,782)** | **(31,550)** | [Condensed Consolidated Statement of Financial Position](index=5&type=section&id=簡明綜合資產負債表) As of September 30, 2019, the Group's net assets decreased to **HKD 96.59 million** from **HKD 128 million**, with the adoption of HKFRS 16 leading to new right-of-use assets of **HKD 66.48 million** and lease liabilities of **HKD 66.59 million**, and net current liabilities expanding to **HKD 95.76 million** Condensed Consolidated Statement of Financial Position | Metric | September 30, 2019 (Unaudited) (Thousand HKD) | March 31, 2019 (Audited) (Thousand HKD) | | :--- | :--- | :--- | | **Non-current Assets** | **319,912** | **268,798** | | Of which: Right-of-use Assets | 66,479 | – | | Of which: Public Light Bus Licenses | 174,240 | 198,000 | | **Current Assets** | **39,254** | **45,910** | | **Current Liabilities** | **135,016** | **64,524** | | Of which: Lease Liabilities | 66,585 | – | | **Net Current Liabilities** | **(95,762)** | **(18,614)** | | **Net Assets** | **96,585** | **128,120** | [Condensed Consolidated Statement of Changes in Equity](index=6&type=section&id=簡明綜合權益變動表) As of September 30, 2019, total equity decreased from **HKD 128 million** to **HKD 96.59 million**, primarily due to a **HKD 9.42 million** loss for the period, a **HKD 0.36 million** revaluation loss on public light bus licenses, and a **HKD 21.75 million** special dividend paid - The primary reasons for the decrease in total equity during the period include a **HKD 9.42 million** loss for the period, a **HKD 0.36 million** reduction in public light bus license revaluation reserve, and the payment of a **HKD 21.75 million** special dividend[17](index=17&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=簡明綜合現金流量表) Net cash inflow from operating activities for the period was **HKD 56.85 million**, significantly higher than the prior period, while net cash outflow from financing activities substantially increased to **HKD 53.99 million** due to dividend payments and new lease liability repayments, resulting in a **HKD 3.74 million** decrease in cash and cash equivalents to **HKD 29.09 million** at period-end Condensed Consolidated Statement of Cash Flows | Metric | Six Months Ended September 30 (2019) (Thousand HKD) | Six Months Ended September 30 (2018) (Thousand HKD) | | :--- | :--- | :--- | | Net Cash Inflow from Operating Activities | 56,854 | 17,365 | | Net Cash Outflow from Investing Activities | (6,610) | (7,261) | | Net Cash Outflow from Financing Activities | (53,988) | (20,197) | | Net Decrease in Cash and Cash Equivalents | (3,744) | (10,093) | | Cash and Cash Equivalents at End of Period | 29,085 | 28,137 | Notes to the Financial Statements [Basis of Preparation and Principal Accounting Policies](index=8&type=section&id=2.%20編製基準及主要會計政策) These interim financial statements are prepared in accordance with HKAS 34, and despite **HKD 95.76 million** in net current liabilities, directors deem the going concern basis appropriate due to strong operating cash flows and expected renewal of bank facilities - The financial information is prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting'[24](index=24&type=chunk) - Despite **HKD 95.76 million** in net current liabilities, directors consider the company a going concern based on strong operating cash flows and the renewability of bank facilities[25](index=25&type=chunk) [Changes in Accounting Policies](index=9&type=section&id=3.%20採納新訂及經修訂香港財務報告準則以及會計政策變動) Effective April 1, 2019, the Group first adopted HKFRS 16 'Leases' using the modified retrospective approach, recognizing **HKD 94.63 million** in right-of-use assets and corresponding lease liabilities, adjusting opening equity without restating comparative figures - The Group first applied HKFRS 16 'Leases' during this interim period, opting for the modified retrospective approach without restating comparative information[28](index=28&type=chunk)[29](index=29&type=chunk) Impact of HKFRS 16 Adoption | Impact Item | Amount (Thousand HKD) | | :--- | :--- | | Increase in Right-of-use Assets | 94,633 | | Increase in Current Lease Liabilities | 62,941 | | Increase in Non-current Lease Liabilities | 31,692 | - Adoption of HKFRS 16 resulted in a **HKD 34.45 million** increase in operating cash flow and an equivalent decrease in financing cash flow due to lease liability payments[38](index=38&type=chunk) [Capital Expenditure and Public Light Bus Licenses](index=16&type=section&id=12.%20資本開支) During the period, the fair value of each public light bus license decreased from **HKD 3 million** to **HKD 2.64 million**, resulting in a **HKD 23.76 million** revaluation loss, with **HKD 23.40 million** recognized in profit or loss and **HKD 0.36 million** in revaluation reserve, classified as Level 2 fair value measurement - As of September 30, 2019, the fair value of each public light bus license decreased to **HKD 2,640,000** (from **HKD 3,000,000** at the beginning of the period)[64](index=64&type=chunk) - The decline in license value resulted in a total revaluation loss of **HKD 23.76 million**, with **HKD 23.40 million** deducted in the statement of profit or loss and **HKD 0.36 million** treated in the revaluation reserve[61](index=61&type=chunk) - The fair value measurement of public light bus licenses is classified as Level 2 in the valuation hierarchy, based on market observable data[64](index=64&type=chunk)[67](index=67&type=chunk) [Related Party Transactions](index=22&type=section&id=20.%20關連人士交易) The Group engaged in various transactions with companies controlled by Director Mr. Wong Ling Sun and his associates, primarily involving public light bus lease payments and administrative fees, with total lease payments to related companies amounting to **HKD 33.48 million** during the period, all conducted on mutually agreed terms in the ordinary course of business Related Party Transactions | Related Company | Nature of Transaction | Amount (Thousand HKD) | | :--- | :--- | :--- | | Chung Kong Transport Consultants Limited | Public Light Bus Lease Payments | 10,447 | | Man Shing Transport Company Limited | Public Light Bus Lease Payments | 11,980 | | Tai Sum Company Limited | Public Light Bus Lease Payments | 11,052 | - The related companies involved in the above transactions are controlled by Directors Mr. Wong Ling Sun, Ms. Ng Shui Chun, Ms. Wong Wai Sum, and Ms. Wong Wai Man, who hold directorships and beneficial interests[86](index=86&type=chunk) Management Discussion and Analysis [Results and Dividends](index=23&type=section&id=中期業績及股息) Excluding the non-cash revaluation loss on public light bus licenses, the Group recorded a net profit of **HKD 13.98 million**, a **23.2%** year-on-year increase, primarily due to government subsidies, while the reported net loss was **HKD 9.42 million** after including the revaluation loss, and the Board did not recommend an interim dividend - Excluding the non-cash revaluation deficit on public light bus licenses, the Group's net profit was **HKD 13.98 million**, representing a **23.2%** year-on-year increase[90](index=90&type=chunk) - The Board did not recommend the payment of an interim dividend[91](index=91&type=chunk) [Business and Financial Review](index=23&type=section&id=業務回顧及財務回顧) The Group continued upgrading its fleet to 19-seater minibuses, increasing average seating capacity, but social events since June 2019 led to a **1.5%** drop in passenger volume and a **3.1%** decrease in mileage, prompting successful fare increases for 14 routes, while fuel and maintenance costs declined, labor costs rose due to salary adjustments - The Group continued replacing 16-seater minibuses with 19-seater models, with 19-seater minibuses accounting for **52.7%** of the fleet by period-end, increasing the average seating capacity by **4.2%**[91](index=91&type=chunk) - Affected by social events since June 2019, service disruptions and reduced passenger flow led to a **1.5%** decrease in passenger volume and a **3.1%** decline in total mileage[93](index=93&type=chunk) - During the period, 14 routes received approved fare increases ranging from **2.9%** to **9.7%**, offsetting the impact of declining passenger volume and resulting in a **0.3%** slight increase in revenue[95](index=95&type=chunk) - Direct cost components include a **4.3%** decrease in fuel costs due to lower prices and consumption, a **3.1%** increase in labor costs due to salary adjustments, and a **9.6%** decrease in maintenance costs due to a younger fleet[99](index=99&type=chunk)[100](index=100&type=chunk) [Capital Structure and Liquidity](index=28&type=section&id=資本結構、流動資金、財務資源及政策) Adoption of HKFRS 16 significantly increased current liabilities, reducing the current ratio to **0.29x**, while the debt-to-equity ratio (net debt/equity) substantially rose from **91.2%** to **129.0%** due to reduced shareholders' equity from dividend payments and license value decline, with the Group's working capital primarily sourced from operations and sufficient bank facilities available - Following the adoption of HKFRS 16, net current liabilities increased to **HKD 95.76 million**, and the current ratio decreased to **0.29x**[112](index=112&type=chunk) - The debt-to-equity ratio increased from **91.2%** at the beginning of the period to **129.0%**, primarily due to a **24.6%** reduction in shareholders' equity from dividend payments and license revaluation losses[119](index=119&type=chunk) - At period-end, the Group had total bank facilities of **HKD 163 million**, with **HKD 154 million** utilized, and certain assets pledged as collateral[114](index=114&type=chunk)[119](index=119&type=chunk) [Outlook](index=31&type=section&id=前景) Looking ahead, the US-China trade war, economic weakness, and Hong Kong social unrest create operational uncertainties, expected to impact passenger volume, prompting the Group to continue route restructuring, fleet optimization, and fare increase applications, while government fuel subsidies will help mitigate cost pressures, though public light bus license market values may further decline, continuously impacting reported results - Management anticipates that social events will continue to impact passenger volume, leading to an uncertain operating outlook[129](index=129&type=chunk) - Response strategies include ongoing route restructuring, upgrading the fleet to 19-seater minibuses (targeting an additional 49 replacements by end of 2020), collaborating with other transport operators for interchange discounts, and applying for fare increases when appropriate[129](index=129&type=chunk) - The government's six-month fuel subsidy will help alleviate some cost pressures[130](index=130&type=chunk) - Management warns that the market value of public light bus licenses may further depreciate, and their accounting revaluation losses could continue to adversely affect financial year results[130](index=130&type=chunk) Other Disclosures [Directors' and Chief Executives' Interests in Shares](index=32&type=section&id=董事之股份權益) The report details the shareholdings of directors and major shareholders, with directors Mr. Wong Ling Sun, Ms. Ng Shui Chun, Ms. Wong Wai Sum, and Ms. Wong Wai Man holding significant company shares indirectly through The JetSun Trust, for which HSBC International Trustee Limited acts as trustee and a major shareholder - Several directors indirectly hold **43.27%** of the company's shares through The JetSun Trust, managed by HSBC International Trustee[132](index=132&type=chunk)[145](index=145&type=chunk) [Share Options](index=33&type=section&id=購股權) As of September 30, 2019, the company had **7,497,000** outstanding share options granted under the 2004 and 2013 schemes, with no options granted, exercised, cancelled, or lapsed during the reporting period Outstanding Share Options | Grantee | Number of Outstanding Share Options | | :--- | :--- | | Directors | 1,158,000 | | Other Eligible Employees | 6,339,000 | | **Total** | **7,497,000** | - For the six months ended September 30, 2019, no share options were granted, cancelled, lapsed, or exercised[144](index=144&type=chunk) [Corporate Governance](index=35&type=section&id=企業管治) The company complied with the Listing Rules' Corporate Governance Code during the reporting period, and the Audit Committee, comprising three independent non-executive directors, reviewed the interim financial information and results, providing recommendations to the Board - The company has consistently complied with the code provisions set out in Appendix 14 of the Listing Rules, 'Corporate Governance Code and Corporate Governance Report'[149](index=149&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim financial information and interim results announcement[149](index=149&type=chunk)

[Company Information](index=3&type=section&id=Company%20Information) This section lists key company information including board members, authorized representatives, audit committee, company secretary, and auditors - The Board Chairman is Mr. Wong Ling Sun, and the Chief Executive Officer is Mr. Chan Man Chun[4](index=4&type=chunk) - The Audit Committee comprises Dr. Lee Peng Fee, Dr. Chan Yuen Tak Fai, and Mr. Kwong Ki Chi[4](index=4&type=chunk) - The company's auditor is Grant Thornton Hong Kong Limited[4](index=4&type=chunk) [Group Overview](index=4&type=section&id=Group%20Overview) The Group primarily operates public light bus passenger services in Hong Kong, with over 44 years of experience, and is a leading operator - The Group's main business is operating public light bus passenger services in Hong Kong, with over **44 years of experience**[6](index=6&type=chunk) - As of the reporting period, the Group operates **69 scheduled public light bus routes** (357 minibuses) and **5 resident bus routes** (8 buses)[6](index=6&type=chunk) - The Group launched Hong Kong's first low-floor wheelchair-accessible minibus in January 2018 and partnered with Alipay HK for mobile payment services since January 2019[6](index=6&type=chunk) - The Group's computerized maintenance center has been ISO 9001 quality management system certified since 2011 (upgraded to ISO 9001:2015 in 2017)[6](index=6&type=chunk) [Financial and Business Highlights](index=5&type=section&id=Financial%20and%20Business%20Highlights) This section summarizes key financial and business performance for the year ended March 31, 2019 2019 Fiscal Year Key Financial Data (Year Ended March 31) | Financial Metric (HK$ thousand) | 2019 | 2018 | Change | | :------------------------------ | :------- | :------- | :------- | | Revenue | 392,924 | 383,797 | +2.4% | | Profit for the year excluding public light bus license revaluation loss | 28,235 | 15,897 | +77.6% | | Public light bus license revaluation loss | 71,493 | 45,200 | +58.2% | | Loss attributable to owners of the Company | 43,258 | 29,303 | +47.6% | | Loss per share (HK cents) | 15.91 | 10.79 | +47.5% | | Proposed special dividend per ordinary share (HK cents) | 8.0 | 5.0 | +60.0% | | Profit margin (Loss attributable to owners/Revenue) | -11.0% | -7.6% | -3.4pp | | Return on equity (Loss attributable to owners/Shareholders' equity) | -33.8% | -15.5% | -18.3pp | | Borrowings | 149,667 | 159,444 | -6.1% | | Shareholders' equity | 128,120 | 189,381 | -32.3% | | Current ratio | 0.71 | 1.18 | -0.47 | | Gearing ratio | 145.6% | 101.7% | +43.9pp | 2019 Fiscal Year Key Business Data (Year Ended March 31) | Business Metric | 2019 | 2018 | Change | | :------------------------------ | :----- | :----- | :------- | | Number of public light buses in service at year-end | 358 | 363 | -1.4% | | Number of public buses in service at year-end | 8 | 6 | +33.3% | | Number of scheduled public light bus routes at year-end | 70 | 69 | +1.4% | | Number of resident bus routes at year-end | 5 | 4 | +25.0% | | Passenger volume (million) | 60.1 | 59.7 | +0.7% | | Number of trips (million) | 4.38 | 4.42 | -0.9% | | Total mileage (million km) | 41.1 | 41.4 | -0.7% | | Average fleet age at year-end (years) | 8.2 | 9.1 | -9.9% | | Average accident rate (per million km) | 2.7 | 2.8 | -3.6% | [Chairman's Statement](index=7&type=section&id=Chairman%27s%20Statement) The Chairman's statement reviews the annual results, highlighting significant profit growth before revaluation loss, challenges from MTR expansion, and strategic responses - For the year ended March 31, 2019, profit before public light bus license revaluation loss was **HK$28,235,000**, a significant increase of **77.6%** year-on-year[16](index=16&type=chunk) - Public light bus license revaluation loss increased to **HK$71,493,000**, resulting in a loss attributable to owners of the Company of **HK$43,258,000**[16](index=16&type=chunk) - The Board recommended a special dividend of **8.0 HK cents per ordinary share**, an increase of **60%** from the previous year[17](index=17&type=chunk) - The Group's revenue increased by **2.4% to HK$392,924,000** due to fare increases on 34 routes and a **3.9% increase in total seating capacity** by replacing 16-seater minibuses with 19-seater models (approximately 41% of the fleet)[21](index=21&type=chunk) - The average fleet age was reduced to **8.2 years**, leading to a **10.2% reduction in maintenance costs** and a **1.0% decrease in direct costs**[22](index=22&type=chunk) - The Group partnered with Alipay HK to launch the first mobile payment tool for public transport and plans to expand it to all routes[24](index=24&type=chunk) - Looking ahead, the Group will continue to enhance operational efficiency, optimize cost structure through route restructuring, fleet review, and upgrades, and apply for fare adjustments when appropriate[25](index=25&type=chunk)[27](index=27&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) This section details the Group's business strategies, financial performance, liquidity, and risk management for the 2018/19 fiscal year [Business Review](index=9&type=section&id=Business%20Review) This fiscal year, the Group actively restructured routes, upgraded its fleet, and adjusted fares, leading to revenue growth and improved operational efficiency - The Group completed the restructuring of **7 scheduled public light bus routes** and **1 resident bus route**, increasing the number of public light bus routes to **70** and resident bus routes to **5**[28](index=28&type=chunk) - While the public light bus fleet size decreased by **5 vehicles to 358**, the number of 19-seater public light buses increased to **146** (approximately 41% of the fleet), resulting in a **3.9% actual increase in total seating capacity**[28](index=28&type=chunk)[29](index=29&type=chunk) - Fare increases on **34 routes** (ranging from 2.4% to 14.3%) and a **0.7% increase in passenger volume to 60.1 million** contributed to a **2.4% revenue growth to HK$392,924,000**[30](index=30&type=chunk) - The replacement of **49 older minibuses** with new 19-seater long-wheelbase models reduced the average fleet age to **8.2 years**[31](index=31&type=chunk) [Financial Review](index=10&type=section&id=Financial%20Review) The Group reported a loss attributable to owners of HK$43,258,000, primarily due to a significant public light bus license revaluation loss - The loss attributable to owners for the year was **HK$43,258,000**, mainly due to a public light bus license revaluation loss of **HK$71,493,000**[34](index=34&type=chunk)[35](index=35&type=chunk) - Excluding the public light bus license revaluation loss, profit for the year increased by **77.6% to HK$28,235,000**[34](index=34&type=chunk)[35](index=35&type=chunk) Major Cost Changes (Year Ended March 31) | Cost Item (HK$ thousand) | 2019 | 2018 | Change (HK$ thousand) | Change (%) | | :----------------------- | :------- | :------- | :-------------------- | :--------- | | Fuel costs | 54,162 | 49,809 | +4,353 | +8.7% | | Public light bus rental expenses | 69,523 | 73,439 | -3,916 | -5.3% | | Maintenance costs | 28,008 | 31,188 | -3,180 | -10.2% | | Driver costs | 154,247 | 155,272 | -1,025 | -0.7% | - Income tax expense significantly increased by **69.8% to HK$4,914,000**, with an effective tax rate of **16.2%**[42](index=42&type=chunk) - The fair value of public light bus licenses further decreased by **27.7% to HK$3,000,000 per license**, reducing the total book value to **HK$198,000,000**[43](index=43&type=chunk) [Cash Flow](index=12&type=section&id=Cash%20Flow) Net cash generated from operating activities increased, while cash used in investing activities rose due to asset purchases Cash Flow Summary (Year Ended March 31) | Cash Flow Category (HK$ thousand) | 2019 | 2018 | | :-------------------------------- | :------- | :------- | | Net cash generated from operating activities | 35,074 | 26,846 | | Net cash used in investing activities | (13,624) | (5,489) | | Net cash used in financing activities | (26,851) | (45,198) | | Net decrease in cash and cash equivalents | (5,401) | (23,841) | | Cash and cash equivalents at year-end | 32,829 | 38,230 | - Net cash generated from operating activities increased by **HK$8,228,000 or 30.6% to HK$35,074,000**, primarily due to an increase in operating profit for the year[43](index=43&type=chunk) - Net cash used in investing activities was **HK$13,624,000**, mainly for the purchase of new public light buses (**HK$6,445,000**) and two public bus licenses (**HK$5,900,000**)[43](index=43&type=chunk) [Capital Structure, Liquidity, and Financial Resources](index=13&type=section&id=Capital%20Structure%2C%20Liquidity%2C%20and%20Financial%20Resources) The Group's liquidity deteriorated, with net current liabilities and an increased gearing ratio, necessitating refinancing efforts - Net current liabilities amounted to **HK$18,614,000** (compared to net current assets of HK$7,436,000 last year), and the current ratio decreased to **0.71 times**[45](index=45&type=chunk) - Total borrowings decreased by **6.1% to HK$149,667,000**, but the current portion significantly increased from HK$9,849,000 to **HK$29,674,000**, mainly due to the reclassification of a HK$21,605,000 loan[47](index=47&type=chunk)[48](index=48&type=chunk) - The gearing ratio increased to **145.6%** (from 101.7% last year), primarily due to a **HK$75,900,000 reduction in the book value of public light bus licenses**[48](index=48&type=chunk) Borrowings Maturity Profile (As of March 31) | Maturity Period | 2019 (HK$ thousand) | 2018 (HK$ thousand) | | :-------------- | :------------------ | :------------------ | | Within 1 year | 29,674 | 9,849 | | In the 2nd year | 12,619 | 29,735 | | In the 3rd to 5th year | 23,863 | 28,493 | | After 5 years | 83,511 | 91,367 | | **Total** | **149,667** | **159,444** | [Dividends and Dividend Policy](index=13&type=section&id=Dividends%20and%20Dividend%20Policy) The Board proposed a special dividend for the fiscal year, guided by a policy aimed at stable and sustainable shareholder returns - The Board recommended a special dividend of **8.0 HK cents per ordinary share** (2018: 5.0 HK cents), totaling **HK$21,753,000**[49](index=49&type=chunk) - The company's dividend policy considers the Group's financial performance, working capital requirements, capital expenditure, future expansion plans, liquidity, and overall economic conditions[50](index=50&type=chunk) [Pledge of Assets](index=14&type=section&id=Pledge%20of%20Assets) Certain public light bus licenses and property, plant, and equipment are pledged as security for the Group's bank facilities Pledged Assets (As of March 31) | Asset Category | 2019 (HK$ thousand) | 2018 (HK$ thousand) | | :---------------------- | :------------------ | :------------------ | | Public light bus licenses | 123,000 | 170,150 | | Property, plant and equipment | 9,744 | 5,285 | [Capital Expenditure and Commitments](index=14&type=section&id=Capital%20Expenditure%20and%20Commitments) Total capital expenditure for the year was HK$14,667,000, primarily for new vehicles and bus licenses, with future commitments for new minibuses - Total capital expenditure for the year was **HK$14,667,000**, mainly for the purchase of **9 new public light buses (HK$6,445,000)** and **2 public bus licenses with bodies (HK$6,910,000)**[55](index=55&type=chunk) - As of March 31, 2019, capital commitments amounted to **HK$12,293,000**, primarily for the purchase of new public light buses[55](index=55&type=chunk) [Risk Management](index=14&type=section&id=Risk%20Management) The Group manages various financial risks, including credit, foreign currency, interest rate, and fuel price fluctuations - The Group has **no significant credit risk**, as revenue is primarily received in cash or via Octopus Card Limited and Alipay HK[56](index=56&type=chunk) - The Group has **no significant foreign exchange risk**, as most operating activities, income, expenses, assets, and liabilities are denominated in Hong Kong dollars[57](index=57&type=chunk) - Interest rate risk primarily arises from floating-rate bank borrowings, which management considers **not significant**, with no material impact from reasonable market rate changes[58](index=58&type=chunk) - Fuel price fluctuations have a **significant impact on operations**, but the Group has not adopted a hedging policy and will continue to monitor market conditions closely[59](index=59&type=chunk) [Employees and Remuneration Policy](index=14&type=section&id=Employees%20and%20Remuneration%20Policy) Employee costs represent a major operating expense, with the Group offering competitive remuneration and training to attract and retain talent - Employee costs accounted for **53.1%** of the Group's total operating costs (excluding public light bus license revaluation loss)[61](index=61&type=chunk) - Employee benefit expenses for the year amounted to **HK$198,595,000** (2018: HK$199,853,000)[61](index=61&type=chunk) - The Group provides benefits such as double pay, discretionary bonuses, share option schemes, retirement plans, and training programs[61](index=61&type=chunk) [Environmental, Social and Governance Report](index=15&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report, prepared in accordance with HKEX Listing Rules, details the Group's efforts in environmental protection, operational practices, employment, and community engagement [Reporting Standards and Scope](index=15&type=section&id=Reporting%20Standards%20and%20Scope) This ESG report adheres to HKEX Listing Rules, covering the Group's primary business of public light bus transport services in Hong Kong - The report is prepared in accordance with Appendix 27 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, covering the Group's principal business of providing scheduled public light bus transport services in Hong Kong[63](index=63&type=chunk) - The report focuses on four key performance areas: environmental protection, operating practices, employment practices, and serving the community[63](index=63&type=chunk) [Environmental Protection](index=15&type=section&id=Environmental%20Protection) The Group is committed to environmental protection through fleet upgrades, increased use of LPG minibuses, waste management, and office greening initiatives - The Group's fleet comprises **240 LPG minibuses (approximately 67%)** and **118 diesel minibuses (approximately 33%)**, with average annual greenhouse gas emissions slightly reduced to **61.0 tonnes per vehicle**[63](index=63&type=chunk) - The Group plans to replace approximately **66 older diesel public light buses with new LPG minibuses** by the end of 2019, expecting further reduction in average greenhouse gas emissions next year[63](index=63&type=chunk) - Hazardous waste (spent batteries, waste oil filters, and lubricants) from the maintenance center is handled by licensed collectors, while non-hazardous waste (tires) is collected by agents for recycling[66](index=66&type=chunk) - The Group promotes "green" awareness in offices, encouraging reduced use of paper, water, and electricity, and offers electronic communication options to shareholders, successfully reducing paper consumption[67](index=67&type=chunk) Environmental Metrics Summary (Year Ended March 31) | Environmental Metric (Unit) | 2019 | 2018 | | :-------------------------- | :------- | :------- | | Total greenhouse gas emissions (tonnes) | 22,416 | 22,861 | | Average fleet size (vehicles) | 367.5 | 369.0 | | Average greenhouse gas emissions per vehicle (tonnes) | 61.0 | 62.0 | | Total diesel consumption (thousand litres) | 3,081 | 3,833 | | Total LPG consumption (thousand litres) | 8,369 | 7,466 | | Total lubricant oil used (thousand litres) | 33,125 | 35,447 | | Total spent batteries (units) | 398 | 419 | | Total tires (units) | 4,165 | 4,259 | [Operating Practices](index=17&type=section&id=Operating%20Practices) Passenger and employee safety is paramount, achieved through continuous training, vehicle maintenance, ISO certification, and robust supply chain and anti-corruption measures - The Group enhances operational safety through road safety courses, strict codes of conduct, regular checks of driving licenses and health, periodic inspection of vehicle safety equipment, and replacement of older minibuses[73](index=73&type=chunk)[75](index=75&type=chunk) - The maintenance center is **ISO 9001:2015 quality management system certified**, and the average accident rate decreased to **2.7 cases per million km**[75](index=75&type=chunk)[78](index=78&type=chunk) - The Group engages **63 Hong Kong suppliers** and implements procurement guidelines to ensure product and service quality, timely delivery, and environmental compliance[76](index=76&type=chunk) - The Group has a code of conduct and whistleblowing policy to prevent corruption and protects passenger data and privacy through CCTV systems management[78](index=78&type=chunk) [Employment Practices](index=19&type=section&id=Employment%20Practices) As of March 31, 2019, the Group had 1,300 employees, adhering to fair recruitment, diversity, competitive remuneration, and continuous training - As of March 31, 2019, the Group had **1,300 employees**, adhering to open and fair recruitment principles and adopting a board diversity policy[80](index=80&type=chunk) - The remuneration policy is competitive, including basic salary, double pay, bonuses, annual leave, and allowances, and is reviewed annually[80](index=80&type=chunk) - The Group encourages employees to participate in internal or external training courses covering director responsibilities, legal regulations, occupational safety, driving behavior, and anti-corruption[80](index=80&type=chunk) Human Resources Metrics Summary (Year Ended March 31) | Human Resources Metric | 2019 | 2018 | | :--------------------- | :----- | :----- | | Number of employees at year-end | 1,300 | 1,275 | | Male (%) | 95.2 | 95.1 | | Female (%) | 4.8 | 4.9 | | Under 30 years old (%) | 1.5 | 2.0 | | 30-39 years old (%) | 8.6 | 9.7 | | 40-49 years old (%) | 13.2 | 14.4 | | 50-59 years old (%) | 27.9 | 29.8 | | Over 60 years old (%) | 48.8 | 44.1 | | Employee turnover rate (%) | 21.9 | 28.1 | | Employee training hours | 842 | 1,072 | [Community Engagement](index=20&type=section&id=Community%20Engagement) The Group actively fulfills its corporate social responsibility through community sponsorships, fare concessions, and accessible transport services - The Group actively sponsors various community activities and encourages employee volunteer service, with total donations and sponsorships amounting to **HK$1,158,000** for the year[85](index=85&type=chunk)[86](index=86&type=chunk) - The Group expanded the coverage of its green minibus interchange scheme, offering fare concessions, and participates in government public transport fare concession schemes for the elderly and disabled[85](index=85&type=chunk) - In January 2018, the Group launched Hong Kong's first new low-floor minibus accessible to wheelchair users[85](index=85&type=chunk) [Corporate Governance Report](index=21&type=section&id=Corporate%20Governance%20Report) This report outlines the Group's compliance with the HKEX Corporate Governance Code, ensuring effective risk management, internal control, accountability, and transparency [Board of Directors](index=21&type=section&id=Board%20of%20Directors) The Board comprises executive, non-executive, and independent non-executive directors, responsible for strategy, oversight, and maintaining a balanced composition - The Board of Directors comprises **four executive directors, one non-executive director, and three independent non-executive directors**, with Mr. Wong Ling Sun as Chairman[91](index=91&type=chunk) - The Board is responsible for setting the Group's overall objectives and strategies, overseeing operations and financial performance, and has established an Executive Committee, Remuneration Committee, Audit Committee, and Nomination Committee[91](index=91&type=chunk) - All independent non-executive directors have confirmed their independence, and the Board considers them to be independent[94](index=94&type=chunk) - The Board regularly reviews its composition to ensure a balance of professional knowledge, skills, experience, and diverse perspectives, and encourages directors to participate in continuous professional development[95](index=95&type=chunk) - **Four regular Board meetings** were held during the fiscal year to review and approve interim and annual results, financial statements, and risk management reports[97](index=97&type=chunk) [Chairman and Chief Executive Officer](index=25&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) The roles of Chairman and Chief Executive Officer are segregated to ensure a balance of power and authority within the Group - The functions of the Chairman and Chief Executive Officer are segregated, with Chairman Mr. Wong Ling Sun responsible for chairing Board meetings, ensuring sufficient information, and good corporate governance[103](index=103&type=chunk)[104](index=104&type=chunk) - Chief Executive Officer Mr. Chan Man Chun is responsible for the Group's operations and management, implementing corporate strategies, leading the senior management team, and providing industry expertise to support the Board[104](index=104&type=chunk) [Board Committees](index=25&type=section&id=Board%20Committees) The Board has established Executive, Remuneration, Audit, and Nomination Committees, each with clear terms of reference, reporting to the Board [Executive Committee](index=25&type=section&id=Executive%20Committee) The Executive Committee, chaired by the Chairman, oversees the Group's strategic direction, operational execution, and risk management - The Executive Committee is chaired by the Chairman, with the other four executive directors as members, and meets monthly[104](index=104&type=chunk) - Its main responsibilities include formulating strategic direction, monitoring strategy execution, daily operations and senior management performance, and establishing risk management and internal control systems[104](index=104&type=chunk) [Remuneration Committee](index=26&type=section&id=Remuneration%20Committee) The Remuneration Committee, chaired by an independent non-executive director, recommends and reviews remuneration policies for directors and senior management - The Remuneration Committee is chaired by Independent Non-executive Director Dr. Lee Peng Fee and is responsible for recommending remuneration policies and structures for directors and senior management[108](index=108&type=chunk) - The Committee ensures that remuneration packages are fair and competitive, considering comparable company remuneration, job responsibilities, market conditions, and performance[110](index=110&type=chunk) - During the fiscal year, the Committee reviewed the remuneration policies and structures for non-executive and independent non-executive directors, as well as the remuneration packages for executive directors and senior management[108](index=108&type=chunk) [Audit Committee](index=27&type=section&id=Audit%20Committee) The Audit Committee, composed of independent non-executive directors, oversees financial reporting, internal controls, risk management, and auditor functions - The Audit Committee comprises three independent non-executive directors, with Mr. Kwong Ki Chi as Chairman, and is responsible for reviewing the integrity, accuracy, and fairness of financial statements[110](index=110&type=chunk) - The Committee annually reviews the adequacy and effectiveness of internal control and risk management systems and oversees the work of internal and external auditors[110](index=110&type=chunk)[112](index=112&type=chunk) - The Committee has established a whistleblowing mechanism for employees to raise concerns about potential misconduct[112](index=112&type=chunk) [Nomination Committee](index=28&type=section&id=Nomination%20Committee) The Nomination Committee, chaired by an independent non-executive director, reviews board structure, identifies candidates, assesses independence, and implements the diversity policy - The Nomination Committee is chaired by Independent Non-executive Director Dr. Chan Yuen Tak Fai and is responsible for regularly reviewing the Board's structure, size, and composition[113](index=113&type=chunk) - The Committee identifies qualified director candidates, assesses the independence of independent non-executive directors, and provides recommendations on director appointments, re-election, and succession planning[113](index=113&type=chunk) - The nomination policy considers factors such as candidates' skills, knowledge, experience, diversity (gender, age, education, professional background), character, integrity, and time commitment[116](index=116&type=chunk) - The Board Diversity Policy aims to enhance efficiency and performance quality, ensuring the Board comprises members with diverse talents, skills, geographical, and industry experience[117](index=117&type=chunk)[118](index=118&type=chunk) [Delegation to Management](index=30&type=section&id=Delegation%20to%20Management) The Board delegates daily management and administrative functions to the Executive Committee and senior management team - The Board delegates daily management and administrative functions to the Executive Committee and senior management team[121](index=121&type=chunk) - The senior management team is responsible for executing daily business operations and assisting the Executive Committee in implementing approved strategic plans, policies, and objectives[121](index=121&type=chunk) [Company Secretary](index=30&type=section&id=Company%20Secretary) The Company Secretary reports to the Chairman on governance matters and plays a crucial role in supporting the Board and facilitating communication - The Company Secretary reports to the Chairman on Board governance matters and plays an important role in supporting the Board, ensuring information flow, and facilitating communication between directors and shareholders/management[121](index=121&type=chunk) - During the fiscal year, the Company Secretary completed over **15 hours of relevant professional training**[121](index=121&type=chunk) [External Auditor](index=30&type=section&id=External%20Auditor) The external auditor's primary responsibility is to audit and report on the annual financial statements - The external auditor's primary responsibility is to audit and report on the annual financial statements[121](index=121&type=chunk) - For the fiscal year ended March 31, 2019, total remuneration paid to the external auditor was **HK$626,000**, comprising **HK$543,000 for audit fees** and **HK$83,000 for interim review services**[121](index=121&type=chunk) [Directors' and External Auditor's Responsibilities for Financial Statements](index=30&type=section&id=Directors%27%20and%20External%20Auditor%27s%20Responsibilities%20for%20Financial%20Statements) Directors are responsible for preparing financial statements that fairly reflect the company's financial position, performance, and cash flows - Directors are responsible for preparing financial statements that give a true and fair view of the financial position, performance, and cash flows of the Company and the Group[121](index=121&type=chunk) - The Board members have made reasonable judgments and estimates and adopted applicable accounting policies in preparing the financial statements[121](index=121&type=chunk) [Risk Management, Internal Control, and Internal Audit](index=31&type=section&id=Risk%20Management%2C%20Internal%20Control%2C%20and%20Internal%20Audit) The Board oversees the Group's risk management and internal control systems, with an outsourced internal audit function reporting to the Audit Committee - The Board is collectively responsible for overseeing the risk management and internal control systems and annually reviews their effectiveness, confirming them to be effective and adequate[123](index=123&type=chunk) - The Group has established a comprehensive risk management framework, clearly defining the responsibilities of the Board, management, Group departmental heads, and internal auditors[124](index=124&type=chunk) - The internal control system includes a clear management structure, code of conduct, internal policies, and stringent procedures for financial and business activities[130](index=130&type=chunk) - The Group outsources its internal audit function to accounting professionals; the internal auditor is independent of the Group, conducts annual internal audits, and reports directly to the Audit Committee[134](index=134&type=chunk) - The internal auditor assesses the effectiveness of risk management and internal control systems based on the COSO framework, covering control environment, risk assessment, control activities, information and communication, and monitoring[135](index=135&type=chunk) [Securities Dealing](index=34&type=section&id=Securities%20Dealing) The company has adopted a securities dealing code for directors and relevant employees, including blackout periods before results announcements - The Company has adopted a Securities Dealing Code, whose terms are no less exacting than the Model Code set out in Appendix 10 of the Listing Rules, applicable to directors and relevant employees[141](index=141&type=chunk) - Directors and relevant employees are prohibited from dealing in the Company's securities during the **30-day period** immediately preceding the publication date of interim results and the **60-day period** immediately preceding the publication date of annual results[141](index=141&type=chunk) - All directors confirmed compliance with the Securities Dealing Code and the Model Code throughout the review fiscal year[140](index=140&type=chunk) [Shareholder Communication Policy](index=34&type=section&id=Shareholder%20Communication%20Policy) The company is committed to enhancing investor relations and communication, ensuring timely and equal dissemination of company information - The Company has established a shareholder communication policy to ensure that identical and timely company information is provided to shareholders and potential shareholders, avoiding selective disclosure[141](index=141&type=chunk) - The Company maintains close communication with investors through annual reports, interim reports, its website, interviews, and meetings, and encourages shareholders to attend general meetings for direct interaction with the Board or senior management[141](index=141&type=chunk) [Shareholders' Right to Convene General Meetings](index=35&type=section&id=Shareholders%27%20Right%20to%20Convene%20General%20Meetings) Eligible shareholders holding at least one-tenth of the paid-up share capital can requisition an extraordinary general meeting at any time - Eligible shareholders holding not less than **one-tenth of the paid-up share capital** may at any time requisition the Board or the Company Secretary to convene an extraordinary general meeting to address specified matters[143](index=143&type=chunk) - The requisition must clearly state the shareholders' names, shareholdings, reasons for convening, and proposed agenda, and be signed by all relevant eligible shareholders[143](index=143&type=chunk) - If the Board fails to convene the meeting within **21 days**, the eligible shareholders may convene it themselves, with reasonable expenses reimbursed by the Company[143](index=143&type=chunk) [Profiles of Directors and Senior Management](index=36&type=section&id=Profiles%20of%20Directors%20and%20Senior%20Management) This section provides detailed biographies of the Group's executive, non-executive, independent non-executive directors, and senior management - Executive Directors include Mr. Wong Ling Sun (Chairman), Ms. Ng Shui Chun (Finance Director), Mr. Chan Man Chun (Chief Executive Officer), and Ms. Wong Wai Sum (Deputy Director of Human Resources and Finance)[147](index=147&type=chunk) - The Non-executive Director is Ms. Wong Wai Man, and Independent Non-executive Directors are Dr. Lee Peng Fee, Dr. Chan Yuen Tak Fai, and Mr. Kwong Ki Chi[149](index=149&type=chunk) - Senior management includes Mr. Wong Man Chiu (Engineering Manager), Ms. Wong Ka Yan (Financial Controller and Company Secretary), and Mr. Wong Yu Fung (Operations Manager)[152](index=152&type=chunk)[153](index=153&type=chunk) - Many directors and senior management possess extensive experience and professional qualifications in transportation, finance, accounting, and management[147](index=147&type=chunk)[149](index=149&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) [Directors' Report](index=39&type=section&id=Directors%27%20Report) The Directors' Report presents the audited financial statements for the year ended March 31, 2019, outlining the Group's principal business, results, and proposed dividend - The Group's principal business is providing scheduled public light bus passenger services in Hong Kong[155](index=155&type=chunk) - The Directors recommended a special dividend of **8.0 HK cents per ordinary share** for the current year[156](index=156&type=chunk) - Total charitable donations for the fiscal year amounted to **HK$156,000** (2018: HK$85,000)[157](index=157&type=chunk) - Executive Directors Mr. Wong Ling Sun, Mr. Chan Man Chun, and Ms. Wong Wai Sum, and Independent Non-executive Director Dr. Chan Yuen Tak Fai, will retire at the upcoming Annual General Meeting and are eligible for re-election[161](index=161&type=chunk) - For the year ended March 31, 2019, the Wong family (Mr. Wong Ling Sun, Ms. Ng Shui Chun, Ms. Wong Wai Sum, and Ms. Wong Wai Man) had indirect interests in minibus lease agreements, constituting continuing connected transactions[167](index=167&type=chunk) - As of March 31, 2019, directors held interests in the Company's shares and related shares, with Mr. Wong Ling Sun, Ms. Ng Shui Chun, Ms. Wong Wai Sum, and Ms. Wong Wai Man holding substantial shares through discretionary trusts[168](index=168&type=chunk) - For the Group's major suppliers, the largest supplier accounted for **7.4%** of purchases, and the top five suppliers collectively accounted for **29.7%**, with members of the Wong family being directors and beneficial owners of the top three suppliers[196](index=196&type=chunk) - In continuing connected transactions, public light bus rental paid to related companies was **HK$65,619,000**, and administrative fee income from related companies was **HK$2,327,000**[199](index=199&type=chunk) - Major shareholders include HSBC International Trustee, JETSUN, Metro Success, and Skyblue, with HSBC International Trustee holding **48.94%** of the Company's shares through a discretionary trust[203](index=203&type=chunk) - The Company maintained sufficient public float as required by the Listing Rules as of the date of this annual report[210](index=210&type=chunk) [Independent Auditor's Report](index=49&type=section&id=Independent%20Auditor%27s%20Report) Grant Thornton Hong Kong Limited issued an unqualified opinion on the consolidated financial statements, highlighting key audit matters regarding public light bus license valuation and goodwill impairment - The auditor issued an **unqualified opinion** on the consolidated financial statements, deeming them to give a true and fair view of the Group's financial position, performance, and cash flows[215](index=215&type=chunk) - Key audit matters include the **valuation of public light bus licenses** (involving significant judgment and estimates) and the **assessment of goodwill impairment** (involving significant management judgment and estimates)[216](index=216&type=chunk)[221](index=221&type=chunk)[236](index=236&type=chunk) - The auditor assessed the competence and independence of the external valuer and examined the valuation methodology and accuracy of input data[222](index=222&type=chunk) - The auditor evaluated the reasonableness of the valuation methodology and key assumptions used in management's goodwill impairment assessment and examined the basis of cash flow forecasts[237](index=237&type=chunk) [Consolidated Financial Statements](index=53&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial statements for the year ended March 31, 2019, including the income statement, balance sheet, cash flow statement, and detailed notes [Consolidated Income Statement](index=53&type=section&id=Consolidated%20Income%20Statement) For the year ended March 31, 2019, the Group reported revenue of HK$392,924,000 and a net loss of HK$43,258,000, primarily due to public light bus license revaluation loss Consolidated Income Statement Summary (Year Ended March 31) | Metric (HK$ thousand) | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Revenue | 392,924 | 383,797 | | Direct costs | (324,526)| (327,907)| | Gross profit | 68,398 | 55,890 | | Other income | 8,454 | 7,489 | | Other net income/(expenses) | 141 | (143) | | Administrative expenses | (40,065) | (39,675) | | Other operating expenses | (1,048) | (1,615) | | Operating profit | 35,880 | 21,946 | | Public light bus license revaluation loss | (71,493) | (45,200) | | Finance costs | (3,478) | (3,155) | | Share of profit of a joint venture | 747 | – | | Loss before income tax | (38,344) | (26,409) | | Income tax expense | (4,914) | (2,894) | | Loss for the year | (43,258) | (29,303) | | Basic loss per share (HK cents) | (15.91) | (10.79) | [Consolidated Statement of Comprehensive Income](index=54&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2019, the Group's loss for the year was HK$43,258,000, with total comprehensive expense of HK$47,665,000 after other comprehensive expenses Consolidated Statement of Comprehensive Income Summary (Year Ended March 31) | Metric (HK$ thousand) | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Loss for the year | (43,258) | (29,303) | | Other comprehensive expenses: Public light bus license revaluation loss | (4,407) | (17,500) | | Total comprehensive expense for the year | (47,665) | (46,803) | [Consolidated Statement of Financial Position](index=55&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2019, the Group's total assets less current liabilities were HK$250,184,000, with net assets of HK$128,120,000 Consolidated Statement of Financial Position Summary (As of March 31) | Metric (HK$ thousand) | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Property, plant and equipment | 30,946 | 25,432 | | Public light bus licenses | 198,000 | 273,900 | | Public bus licenses | 15,184 | 9,284 | | Goodwill | 22,918 | 22,918 | | Total non-current assets | 268,798 | 332,720 | | Total current assets | 45,910 | 49,348 | | Total current liabilities | 64,524 | 41,912 | | Net current (liabilities)/assets | (18,614) | 7,436 | | Total assets less current liabilities | 250,184 | 340,156 | | Total non-current liabilities | 122,064 | 150,775 | | Net assets | 128,120 | 189,381 | | Total equity attributable to owners of the Company | 128,120 | 189,381 | [Consolidated Statement of Changes in Equity](index=56&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) For the year ended March 31, 2019, the Group's total equity decreased from HK$189,381,000 to HK$128,120,000, primarily due to the loss for the year and revaluation losses Consolidated Statement of Changes in Equity Summary (Year Ended March 31) | Equity Item (HK$ thousand) | March 31, 2019 | April 1, 2018 | | :------------------------------ | :------------- | :------------ | | Share capital | 27,191 | 27,191 | | Share premium | 74,612 | 74,612 | | Public light bus license revaluation reserve | 400 | 4,807 | | Share option reserve | 1,666 | 1,666 | | Capital reserve | 19,296 | 19,296 | | Retained profits | 4,955 | 61,809 | | **Total Equity** | **128,120** | **189,381** | | Loss for the year | (43,258) | (29,303) | | Public light bus license revaluation loss | (4,407) | (17,500) | | 2018 Special dividend | (13,596) | – | [Consolidated Statement of Cash Flows](index=57&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2019, the Group generated HK$35,074,000 from operating activities, with a net decrease in cash and cash equivalents of HK$5,401,000 Consolidated Statement of Cash Flows Summary (Year Ended March 31) | Cash Flow Category (HK$ thousand) | 2019 | 2018 | | :-------------------------------- | :------- | :------- | | Net cash generated from operating activities | 35,074 | 26,846 | | Net cash used in investing activities | (13,624) | (5,489) | | Net cash used in financing activities | (26,851) | (45,198) | | Net decrease in cash and cash equivalents | (5,401) | (23,841) | | Cash and cash equivalents at beginning of year | 38,230 | 62,071 | | Cash and cash equivalents at end of year | 32,829 | 38,230 | [Notes to the Consolidated Financial Statements](index=58&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of accounting policies, new standards, key estimates, segment information, revenue, and financial risk management [Summary of Principal Accounting Policies](index=58&type=section&id=Summary%20of%20Principal%20Accounting%20Policies) This section outlines the Group's key accounting policies, including the basis of preparation, consolidation, asset valuation, and revenue recognition, with a going concern assessment - The consolidated financial statements are prepared on a historical cost basis, except for public light bus licenses which are stated at fair value[280](index=280&type=chunk) - Despite net current liabilities of **HK$18,614,000**, the directors, based on operating profit, potential renewal of bank facilities, and cash flow forecasts, believe the Group can continue as a going concern[280](index=280&type=chunk) - Public light bus licenses are stated at open market value less accumulated impairment losses and are considered to have an indefinite useful life[300](index=300&type=chunk) - Goodwill is stated at cost less accumulated impairment losses and is tested for impairment annually[307](index=307&type=chunk) - Revenue primarily derives from providing scheduled public light bus and resident bus passenger services, recognized when services are rendered[344](index=344&type=chunk)[349](index=349&type=chunk) [Adoption of New and Revised HKFRSs](index=72&type=section&id=Adoption%20of%20New%20and%20Revised%20HKFRSs) The Group adopted HKFRS 9 and 15 with no significant impact, while HKFRS 16 on leases is expected to significantly affect accounting for public minibuses - The Group first applied HKFRS 9 "Financial Instruments" and HKFRS 15 "Revenue from Contracts with Customers," with no significant impact on the results and financial position for the current and prior periods[380](index=380&type=chunk)[387](index=387&type=chunk) - HKFRS 9 introduced an expected credit loss model, but no significant expected credit losses were recognized as the total expected credit loss was not material[382](index=382&type=chunk)[383](index=383&type=chunk) - HKFRS 16 "Leases," effective January 1, 2019, is expected to primarily impact the Group's accounting for public light buses as a lessee, leading to an increase in assets and liabilities and affecting the timing of expense recognition in the consolidated income statement[391](index=391&type=chunk) - Upon initial adoption of HKFRS 16, the opening balances of lease liabilities and corresponding right-of-use assets are expected to be adjusted to **HK$94,633,000**[392](index=392&type=chunk) [Critical Accounting Estimates and Judgements](index=75&type=section&id=Critical%20Accounting%20Estimates%20and%20Judgements) This section highlights key accounting estimates and judgments, including goodwill impairment, public light bus license fair value, and impairment of receivables - Goodwill impairment assessment (net book value of **HK$22,918,000**) involves value-in-use calculations requiring estimates and assumptions, which may lead to significant future adjustments[396](index=396&type=chunk) - The estimated fair value of public light bus licenses (**HK$198,000,000**) is assessed by an independent valuer, assuming no change in government policy and a continuous open market[397](index=397&type=chunk) - The estimated impairment of public bus licenses (net book value of **HK$15,184,000**) is based on value-in-use calculations, involving estimates of future cash flows[398](index=398&type=chunk) - Impairment estimates for trade and other receivables (under HKFRS 9's expected credit loss model) are based on assumptions regarding default risk and expected loss rates[398](index=398&type=chunk) [Segment Information](index=75&type=section&id=Segment%20Information) The Group's scheduled public light bus and resident bus services are considered a single operating segment, with all revenue and non-current assets derived from Hong Kong - The Group's scheduled public light bus and resident bus services are considered the **sole operating segment**[399](index=399&type=chunk) - All revenue and non-current assets are derived from and located in Hong Kong, with **no single customer accounting for more than 10% of the Group's revenue**[400](index=400&type=chunk)[401](index=401&type=chunk) [Revenue and Other Income](index=76&type=section&id=Revenue%20and%20Other%20Income) Group revenue primarily comes from public light bus and resident bus services in Hong Kong, with other income including government grants - Group revenue primarily derives from scheduled public light bus and resident bus services in Hong Kong, with all service income recognized when services are rendered[404](index=404&type=chunk)[405](index=405&type=chunk) Other Income and Other Net Income/(Expenses) Summary (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Advertising income | 3,978 | 3,978 | | Administrative fee income | 2,468 | 2,495 | | Government grants | 1,548 | 604 | | Interest income | 246 | 159 | | Management fee income | 198 | 238 | | Maintenance service income | 16 | 15 | | **Total Other Income** | **8,454**| **7,489**| | Loss on disposal of property, plant and equipment | (16) | (197) | | Miscellaneous income | 157 | 54 | | **Total Other Net Income/(Expenses)** | **141** | **(143)**| - Government grants primarily relate to the special grant scheme for the disposal of pre-Euro IV diesel commercial vehicles, amounting to **HK$1,548,000** for the fiscal year[406](index=406&type=chunk) [Finance Costs and Income Tax Expense](index=76&type=section&id=Finance%20Costs%20and%20Income%20Tax%20Expense) Bank loan interest expense increased, and income tax expense rose significantly due to higher Hong Kong profits tax and non-deductible revaluation losses - Bank loan interest expense was **HK$3,478,000**, an increase of **10.2%** year-on-year[407](index=407&type=chunk) - Income tax expense significantly increased by **69.8% to HK$4,914,000**, mainly due to higher Hong Kong profits tax for the current period and a reduction in over-provision from prior years[409](index=409&type=chunk) - Hong Kong profits tax operates under a two-tiered system, with the first **HK$2,000,000 of assessable profits taxed at 8.25%** and the remainder at **16.5%**[410](index=410&type=chunk) - The tax effect of non-deductible expenses, such as public light bus license revaluation loss, was a major reconciling item between income tax expense and accounting loss, amounting to **HK$11,858,000** for the fiscal year[412](index=412&type=chunk) [Dividends and Loss Per Share](index=78&type=section&id=Dividends%20and%20Loss%20Per%20Share) The Board proposed a special dividend of 8.0 HK cents per ordinary share, with basic and diluted loss per share of 15.91 HK cents - A special dividend of **8.0 HK cents per ordinary share**, totaling **HK$21,753,000**, is proposed[415](index=415&type=chunk) - Basic loss per share for the year was **15.91 HK cents**, and diluted loss per share was the same as basic loss per share due to the anti-dilutive effect of share options[417](index=417&type=chunk) [Employee Benefit Expense and Highest Paid Individuals](index=78&type=section&id=Employee%20Benefit%20Expense%20and%20Highest%20Paid%20Individuals) Employee benefit expenses totaled HK$198,595,000, with details on directors' emoluments and remuneration of the highest-paid individuals Employee Benefit Expense (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Salaries and allowances | 192,177 | 193,161 | | Contributions to defined contribution plans | 6,418 | 6,692 | | **Total** | **198,595**| **199,853**| Total Directors' Emoluments (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Fees | 4,296 | 4,093 | | Salaries, allowances, and benefits | 4,158 | 4,276 | | Discretionary bonuses | 300 | 300 | | Contributions to retirement benefit schemes | 72 | 72 | | **Total** | **8,826** | **8,741** | - Among the Group's five highest-paid individuals, three were directors, and the remaining two (one of whom is a senior management member) had total emoluments of **HK$2,349,000**[426](index=426&type=chunk) [Property, Plant and Equipment](index=81&type=section&id=Property%2C%20Plant%20and%20Equipment) As of March 31, 2019, the net book value of property, plant, and equipment increased, with additions primarily for public light buses and buses, and some assets pledged as collateral Property, Plant and Equipment Net Book Value (HK$ thousand) | Category | March 31, 2019 | March 31, 2018 | | :------------------------------ | :------------- | :------------- | | Land and buildings | 9,535 | 10,025 | | Leasehold improvements | 907 | 878 | | Furniture, fixtures and equipment | 1,071 | 1,256 | | Public light buses and public buses | 17,098 | 11,258 | | Motor vehicles | 2,335 | 2,015 | | **Total** | **30,946** | **25,432** | - Additions to property, plant, and equipment during the year amounted to **HK$8,767,000**, primarily for public light buses and public buses[429](index=429&type=chunk) - Property, plant, and equipment with a net book value of **HK$9,744,000** were pledged as collateral for bank facilities[429](index=429&type=chunk) [Public Light Bus Licenses](index=82&type=section&id=Public%20Light%20Bus%20Licenses) As of March 31, 2019, the book value of public light bus licenses significantly decreased due to revaluation losses, with some licenses pledged as collateral Public Light Bus License Changes (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | At beginning of year | 273,900 | 336,600 | | Revaluation loss charged to consolidated income statement | (71,493) | (45,200) | | Revaluation loss dealt with in revaluation reserve | (4,407) | (17,500) | | **At end of year** | **198,000**| **273,900**| - Public light bus licenses are considered to have an indefinite useful life and are revalued by an independent valuer on an open market basis[432](index=432&type=chunk)[437](index=437&type=chunk) - Public light bus licenses with a total book value of **HK$123,000,000** were pledged as collateral for bank facilities[433](index=433&type=chunk) [Public Bus Licenses](index=83&type=section&id=Public%20Bus%20Licenses) As of March 31, 2019, the net book value of public bus licenses increased due to additions, with their recoverable amount based on value-in-use calculations Public Bus License Changes (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Net book value at beginning of year | 9,284 | 9,284 | | Additions | 5,900 | – | | **Net book value at end of year** | **15,184** | **9,284** | - Public bus licenses are considered to have an indefinite useful life and are stated at cost less accumulated impairment losses[439](index=439&type=chunk) - The recoverable amount is calculated based on value-in-use, using a **five-year financial budget**, an estimated **growth rate of 2.0%**, and a **pre-tax discount rate of 8.4%**[440](index=440&type=chunk) [Interests in Subsidiaries and Joint Ventures](index=84&type=section&id=Interests%20in%20Subsidiaries%20and%20Joint%20Ventures) The Group holds 100% interests in subsidiaries providing transport and maintenance services, and a 50% interest in a joint venture for outdoor advertising - The Group holds **100% interests in several subsidiaries**, primarily providing scheduled public light bus transport services, public light bus leasing, and maintenance services in Hong Kong[443](index=443&type=chunk)[445](index=445&type=chunk) - The Group holds a **50% interest in the joint venture Starlink Media (Group) Limited**, which primarily provides outdoor advertising services[447](index=447&type=chunk) - As of March 31, 2019, the Group's investment in Starlink had a book value of **HK$747,000**, and receivables from the joint venture amounted to **HK$1,500,000**[445](index=445&type=chunk) [Goodwill](index=86&type=section&id=Goodwill) As of March 31, 2019, goodwill had a net book value of HK$22,918,000, allocated to four cash-generating units and tested annually for impairment Goodwill Net Book Value (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Net book value at beginning of year | 22,918 | 22,918 | | **Net book value at end of year** | **22,918** | **22,918** | - Goodwill has a net book value of **HK$22,918,000** and is allocated to **four cash-generating units** for scheduled public light bus services[454](index=454&type=chunk)[455](index=455&type=chunk) - The recoverable amount is calculated based on value-in-use, using a **five-year financial budget**, an estimated **growth rate of 2.0%**, and a **pre-tax discount rate of 10.6%**[454](index=454&type=chunk) [Trade and Other Receivables](index=87&type=section&id=Trade%20and%20Other%20Receivables) As of March 31, 2019, total trade and other receivables amounted to HK$11,209,000, with low expected credit loss under HKFRS 9 Trade and Other Receivables Summary (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Trade receivables – net | 3,795 | 3,039 | | Other receivables – net | 2,662 | 2,260 | | Deposits | 1,038 | 617 | | Prepayments | 3,714 | 3,512 | | **Total** | **11,209** | **9,428** | - Trade receivables primarily arise from scheduled public light bus service income, with credit terms generally ranging from **0 to 30 days**[460](index=460&type=chunk) - Based on the expected credit loss assessment under HKFRS 9, the provision for expected credit losses on trade receivables is **very low**[520](index=520&type=chunk) [Bank Balances and Cash](index=88&type=section&id=Bank%20Balances%20and%20Cash) As of March 31, 2019, total bank balances and cash were HK$32,829,000, including short-term deposits, with negligible credit risk Bank Balances and Cash Summary (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Bank and cash in hand | 22,829 | 22,230 | | Short-term bank deposits | 10,000 | 16,000 | | **Total** | **32,829** | **38,230** | - Short-term bank deposits bear an annual interest rate of **1.70%** and mature in **29 days**[461](index=461&type=chunk) - The credit risk of bank balances and short-term bank deposits is considered **negligible**[523](index=523&type=chunk) [Borrowings and Bank Facilities](index=88&type=section&id=Borrowings%20and%20Bank%20Facilities) As of March 31, 2019, total borrowings were HK$149,667,000, primarily floating-rate, secured by Group assets and company guarantees Borrowings Summary (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Current secured bank loans | 29,674 | 9,849 | | Non-current secured bank loans | 119,993 | 149,595 | | **Total Borrowings** | **149,667**| **159,444**| - Borrowings primarily bear interest at floating rates, ranging from **2.01% to 2.38% per annum**[465](index=465&type=chunk) - The Group's total bank facilities amounted to **HK$158,967,000**, of which **HK$149,667,000** was utilized[468](index=468&type=chunk) - These facilities are secured by certain of the Group's property, plant and equipment (net book value of **HK$9,744,000**), public light bus licenses (book value of **HK$123,000,000**), and a company guarantee (**HK$228,030,000**)[468](index=468&type=chunk) [Trade and Other Payables](index=89&type=section&id=Trade%20and%20Other%20Payables) As of March 31, 2019, total trade and other payables were HK$32,916,000, with trade payables of HK$4,604,000 and typical credit terms of 0 to 30 days Trade and Other Payables Summary (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Trade payables | 4,604 | 4,968 | | Other payables and accrued expenses | 28,312 | 26,938 | | **Total** | **32,916** | **31,906** | - The Group is granted credit terms of **0 to 30 days** by its suppliers[467](index=467&type=chunk) [Share Capital and Share Option Scheme](index=90&type=section&id=Share%20Capital%20and%20Share%20Option%20Scheme) As of March 31, 2019, the Company's issued share capital was HK$27,191,000, with details of the 2013 share option scheme and outstanding options Share Capital Summary (Thousand shares/HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :--------- | :--------- | | Authorized ordinary shares (HK$0.10 par value per share) | 1,000,000 | 100,000 | | Issued and fully paid ordinary shares (HK$0.10 par value per share) | 271,913 | 27,191 | - The Group has a 2013 Share Option Scheme designed to reward eligible participants who have contributed to the Group[472](index=472&type=chunk) Outstanding Share Options Summary | Item | Number of Share Options 2019 | Weighted Average Exercise Price 2019 (HK$) | | :------------------------------ | :--------------------------- | :----------------------------------------- | | Outstanding at year-end | 7,497,000 | 1.48 | | Exercisable at year-end | 7,497,000 | 1.48 | - The weighted average remaining contractual life of share options outstanding at the reporting date was **3.9 years**[475](index=475&type=chunk) [Company's Statement of Financial Position and Statement of Changes in Equity](index=91&type=section&id=Company%27s%20Statement%20of%20Financial%20Position%20and%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2019, the Company's net assets were HK$277,788,000, with distributable reserves of HK$248,931,000, and corporate guarantees for subsidiary bank facilities Company's Statement of Financial Position Summary (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Interests in subsidiaries | 99,322 | 99,322 | | Amounts due from subsidiaries | 259,807 | 258,174 | | Bank balances and cash | 119 | 352 | | Net current assets | 178,466 | 191,966 | | **Net Assets** | **277,788**| **291,288**| - The Company's distributable reserves as of March 31, 2019, amounted to **HK$248,931,000**[484](index=484&type=chunk) - The Company has executed corporate guarantees of **HK$228,030,000** for bank facilities granted to its subsidiaries, with no provision made due to immaterial fair value and low probability of default[485](index=485&type=chunk) [Deferred Taxation](index=92&type=section&id=Deferred%20Taxation) As of March 31, 2019, net deferred tax was HK$1,068,000, primarily from accelerated depreciation allowances and tax losses Deferred Taxation Changes (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | At beginning of year | (6) | (448) | | Charged to consolidated income statement | 1,074 | 442 | | **At end of year** | **1,068** | **(6)** | Deferred Taxation Assets/Liabilities Composition (HK$ thousand) | Item | 2019 | 2018 | | :------------------------------ | :------- | :------- | | Deferred tax assets | (1,003) | (1,186) | | Deferred tax liabilities | 2,071 | 1,180 | | **Total** | **1,068** | **(6)** | [Operating Lease Commitments and Capital Commitments](index=93&type=section&id=Operating%20Lease%20Commitments%20and%20Capital%20Commitments) The Group has operating lease commitments as a lessee and lessor, and capital commitments primarily for new public light buses - As a lessee, the Group's total future minimum lease payments under non-cancellable operating leases payable within one year amounted to **HK$5,619,000**[489](index=489&type=chunk) - As a lessor, the Group's total future minimum lease receivables within one year amounted to **HK$2,200,000**[492](index=492&type=chunk) - The Group's capital commitments amounted to **HK$12,293,000**, primarily for the purchase of new public light buses[493](index=493&type=chunk) [Related Party Transactions](index=94&type=section&id=Related%20Party%20Transactions) The Group engaged in significant continuing connected transactions with related companies for public light bus leases and administrative fees Related Company Transactions Summary (HK$ thousand) | Related Company Name | Nature of Transaction | 2019 | 2018 | | :------------------------------ | :---------------------- | :------- | :------- | | Chung Kong Transportation Consultants Limited | Public light bus rental paid | 21,161 | 22,265