目 錄 公司資料 敏捷控股有限 公 司 (於開曼群島註冊成立並於百慕達繼續經營之有限公司) (股份代號: 186) 年 報 2024/25 | 公司資料 | 2 | | --- | --- | | 主席報告書 | 3 | | 管理層討論及分析 | 6 | | 董事及高級管理層履歷 | 13 | | 董事報告 | 16 | | 企業管治報告 | 24 | | 環境、社會及管治報告 | 39 | | 獨立核數師報告 | 59 | | 綜合損益表 | 64 | | 綜合損益及其他全面收益表 | 65 | | 綜合財務狀況表 | 66 | | 綜合權益變動表 | 68 | | 綜合現金流量表 | 69 | | 綜合財務報表附註 | 71 | | 五年財務概要 | 134 | 董事會 執行董事 譚炳照先生 鄧向平先生 嚴國浩先生 梁敏玲女士 胡德勝先生 獨立非執行董事 林金鶯博士 陸正華博士 葉恒青博士 審核委員會 陸正華博士 （主席） 林金鶯博士 葉恒青博士 薪酬委員會 林金鶯博士 （主席） 陸正華博士 葉恒青博士 提名委員會 譚炳照先生 （主席） 林金鶯博士 葉恒青博士 公司秘書 郭柏成先生 助理公司秘書 Lind ...

NIMBLE HOLDINGS COMPANY LIMITED 敏捷控股有限公司 （ 於 開 曼 群 島 註 冊 成 立 並 於 百 慕 達 繼 續 經 營 之 有 限 公司 ） （股份代號：186） 截至二零二五年三月三十一日止年度之 末期業績公告 敏捷控股有限公司（「本公司」）之董事（「董事」）會（「董事會」）欣然宣佈本公司及 其附屬公司（「本集團」）截至二零二五年三月三十一日止年度（「本年度」）之綜合業 績，連同截至二零二四年三月三十一日止年度（「相應年度」）之比較數字及經選定 之詮釋附註如下： 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 綜合損益表 截至二零二五年三月三十一日止年度 | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | 附註 | 百萬港元 | 百萬港元 | | 收入 | 4 | 1,451 | 2,230 | | 銷售成本 | | (1,286) | (1,825) | | ...

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 1,333 million, an increase of 23.8% compared to HKD 1,076 million for the same period in 2023[5] - Gross profit decreased to HKD 132 million from HKD 171 million, representing a decline of 22.8% year-over-year[5] - Profit before tax was HKD 48 million, down 68.4% from HKD 152 million in the previous year[5] - Net profit for the period was HKD 20 million, a significant decrease of 81.8% compared to HKD 110 million in the same period last year[5] - Basic and diluted earnings per share dropped to HKD 0.49 from HKD 1.91, reflecting a decline of 74.3%[5] - Total comprehensive income for the period was HKD 27 million, down from HKD 104 million, a decrease of 74.0%[8] - The company reported a total of HKD 9 million in interest income for the period, down from HKD 13 million previously[39] - The company reported a loss of HKD 16 million related to impairment losses on development properties for the six months ended September 30, 2024, compared to no such losses in the same period last year[50] - The income tax expense for the period was HKD 28 million, down from HKD 42 million in the previous year, with the corporate income tax in China at 25%[64] - Basic earnings per share decreased to HKD 0.005 from HKD 0.019 year-on-year, with the number of ordinary shares remaining at 5,492.2 million[67] - The group reported a profit attributable to owners of HKD 27,000,000, a decrease of approximately 74% from HKD 105,000,000 in the corresponding period[153] Cash Flow and Liquidity - Cash and bank balances decreased to HKD 786 million from HKD 1,250 million, a reduction of 37.1%[11] - The cash flow from operating activities before changes in working capital was HKD 54 million, a decrease from HKD 125 million in the previous year, indicating a decline of 56.8%[18] - The company reported a decrease in cash and cash equivalents to HKD 114 million at the end of the period, down from HKD 358 million at the end of September 2023, a decline of 68.2%[22] - The company’s financing activities resulted in a net cash outflow of HKD 337 million, compared to HKD 399 million in the same period last year, showing a reduction in financing costs[22] - The group’s cash and cash equivalents in the cash flow statement were HKD 114 million as of September 30, 2024, down from HKD 295 million as of March 31, 2024[77] - The net cash position of the group was HKD 463 million as of September 30, 2024, compared to HKD 483 million as of March 31, 2024[178] Assets and Liabilities - Current liabilities decreased to HKD 2,602 million from HKD 3,326 million, a decline of 21.8%[11] - Net assets increased to HKD 400 million from HKD 373 million, an increase of 7.2%[13] - The total assets of reportable segments as of September 30, 2024, amounted to HKD 4,255 million, compared to HKD 3,006 million as of March 31, 2024[45] - The total liabilities of reportable segments increased to HKD 3,882 million from HKD 2,606 million, indicating a significant rise in financial obligations[46] - The company held development properties valued at HKD 1,430 million and completed properties for sale at HKD 411 million as of September 30, 2024[71] - The expected credit loss provision for receivables increased to HKD 6 million from HKD 5 million year-on-year[74] - Contract liabilities related to property sales were HKD 742 million as of September 30, 2024, significantly down from HKD 1,660 million as of March 31, 2024[83] Revenue Sources and Growth - The company’s revenue from property development in China and distribution of household products in the US remains a key focus area for future growth[24] - Property sales to external customers contributed HKD 1,287 million, up from HKD 1,001 million, reflecting a 28.6% growth[49] - Revenue from the sale of a subsidiary decreased to HKD 13 million from HKD 28 million year-on-year[50] - The total revenue from sold inventory was HKD 1,163 million, up from HKD 841 million in the previous year[59] - The total contract sales amount for the period was approximately RMB 376,000,000, with an average selling price of RMB 7,700 per square meter, compared to RMB 574,000,000 and RMB 8,100 per square meter in the previous period[158] - The group experienced a significant decrease in revenue from home appliances, wires, and cables, dropping approximately 81% from HKD 42,000,000 to HKD 8,000,000 due to reduced demand[153] Strategic Focus and Future Plans - The company plans to continue its market expansion efforts, particularly in the Chinese property development sector, to enhance its revenue streams[24] - The group plans to focus on property development and enhance cash flow management to achieve sustainable growth[171] - The group anticipates stable development in the Chinese home appliance business as the real estate market gradually recovers[173] - The group will continue to monitor trade and political environments to mitigate potential impacts on suppliers and customers[173] Corporate Governance and Compliance - The company’s financial statements are prepared in accordance with the Hong Kong Financial Reporting Standards, ensuring compliance with local regulations[27] - The company did not recommend any interim dividend for the period, consistent with the previous year[67] - The company maintained a public float of at least 25% as required by listing rules[194] - Mr. Tan holds 73.85% of the company's issued share capital, amounting to 3,616,712,779 shares[196] Employee and Operational Metrics - As of September 30, 2024, the total number of employees was 93, down from 101 on March 31, 2024, with employee costs approximately HKD 22,000,000 for the period[192] - The group has committed but undrawn interest-bearing bank loan facilities of approximately HKD 436 million as of September 30, 2024[177] Legal and Regulatory Matters - The company recorded a legal judgment against Emerson Quiet Kool Co., Ltd. for approximately USD 10,400,000 (about HKD 81,000,000) in a trademark infringement case[148] - The company recognized revenue of USD 3,100,000 (approximately HKD 24,000,000) related to the legal case against Emerson, net of legal fees[149]

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 1,333 million, an increase from HKD 1,201 million in the same period of 2023, representing a growth of approximately 11%[3] - The gross profit for the same period was HKD 132 million, down from HKD 171 million, indicating a decline of about 23%[3] - The company recorded a profit before tax of HKD 48 million, significantly lower than HKD 152 million in the previous year, reflecting a decrease of approximately 68%[5] - Net profit for the period was HKD 20 million, compared to HKD 110 million in the prior year, marking a decline of around 82%[7] - Basic and diluted earnings per share decreased to HKD 0.49 from HKD 1.91, a drop of approximately 74%[5] Assets and Liabilities - The company's cash and bank balances decreased to HKD 786 million from HKD 1,250 million, a reduction of about 37%[11] - Total current assets decreased to HKD 2,997 million from HKD 4,249 million, indicating a decline of approximately 29%[11] - Total liabilities decreased to HKD 2,602 million from HKD 3,326 million, reflecting a reduction of about 22%[11] - The company's net assets increased to HKD 400 million from HKD 373 million, showing a growth of approximately 7%[14] - The total assets reported as of September 30, 2024, were HKD 3,006 million, down from HKD 4,255 million as of March 31, 2024[29] - The total liabilities reported as of September 30, 2024, were HKD 2,606 million, a decrease from HKD 3,882 million as of March 31, 2024[29] Revenue Breakdown - Revenue from property sales to external customers in China was HKD 1,287 million, up from HKD 1,001 million, representing a 28.6% increase[28] - Revenue from the sale of household appliances, wires, and cables to external customers was HKD 8 million, down from HKD 42 million in the previous period, reflecting a decrease of 80.9%[28] - The company reported a total of HKD 1 million in licensing income, consistent with the previous period[32] - Property sales revenue increased by approximately 29% to HKD 1,287 million, up from HKD 1,001 million in the corresponding period[62] - Revenue from home appliances, wires, and cables decreased by approximately 81%, from HKD 42 million to HKD 8 million[59] Operational Metrics - The company delivered approximately 157,900 square meters of property units, a decrease from approximately 169,900 square meters in the corresponding period[62] - The total contract sales for the group during the period amounted to approximately RMB 376 million, with a sold area of about 49,100 square meters and an average selling price of approximately RMB 7,700 per square meter[64] - The total contract sales for the corresponding period were approximately RMB 574 million, with a sold area of about 70,500 square meters and an average selling price of approximately RMB 8,100 per square meter[64] - As of September 30, 2024, the total gross floor area of ongoing projects was approximately 326,000 square meters, down from approximately 617,700 square meters as of March 31, 2024[67] - Approximately 155,300 square meters of properties for sale were certified as completed during the period, resulting in a total of about 229,700 square meters available for sale[68] Future Outlook and Strategy - The company anticipates a stabilization and recovery in the Chinese real estate market, supported by various government policies aimed at promoting housing demand[74] - The group plans to focus on existing project development, enhance management efficiency, and ensure financial stability to achieve sustainable growth[74] - The company will continue to monitor trade and political environments to mitigate potential impacts on suppliers and customers through pricing and sourcing strategies[74] Corporate Governance and Compliance - The board confirmed compliance with the corporate governance code, except for the combined roles of Chairman and CEO held by Mr. Tan since December 2, 2017[100][101] - The audit committee reviewed and confirmed the unaudited condensed consolidated interim financial statements for the period[105] - The interim results announcement has been published on the Hong Kong Stock Exchange and the company's website[106] Legal Matters - Emerson Radio Corp. received a favorable final judgment in a trademark infringement lawsuit, with the court ordering approximately $10,400,000 in damages (equivalent to about HKD 81,000,000) from the defendants[96] - The company recorded $3,100,000 (approximately HKD 24,000,000) in income related to the lawsuit after deducting legal fees[97]

Revenue and Profitability - The company recorded revenue of HKD 2,230 million for the year, a significant increase of approximately 285% compared to HKD 579 million in the previous year, primarily driven by property development sales[20]. - Revenue from property development sales amounted to HKD 2,087 million, contributing to the overall increase in gross profit[20]. - The company reported a profit attributable to owners of HKD 132 million, a turnaround from a loss of HKD 87 million in the previous year[20]. - Total revenue for the year ended March 31, 2024, was HKD 2,230 million, with property sales to external customers contributing HKD 2,087 million, representing a significant portion of total revenue[91][92]. - Gross profit for the fiscal year 2024 was HKD 405 million, compared to HKD 76 million in 2023, indicating a gross margin improvement[98]. - The net profit for the fiscal year 2024 was HKD 139 million, a turnaround from a net loss of HKD 146 million in 2023[100]. - Earnings per share for the fiscal year 2024 were HKD 2.40, compared to a loss per share of HKD 1.58 in the previous year[99]. Financial Position - The net cash position as of March 31, 2024, was HKD 483 million, compared to a net debt position of HKD 377 million a year earlier[27]. - The company’s net asset value increased to HKD 373 million from HKD 245 million year-on-year, reflecting improved financial health[4]. - The group reported a pre-tax profit of HKD 214 million, with total assets amounting to HKD 4,255 million and total liabilities of HKD 3,882 million[77]. - The total assets of the company decreased to HKD 4,249 million in 2024 from HKD 7,976 million in 2023, indicating a contraction in the asset base[118]. - The group has outstanding bank loans of HKD 218 million as of March 31, 2024, significantly reduced from HKD 551 million a year earlier, with an effective interest rate of approximately 4.3%[140]. - The group has approximately HKD 427 million in committed but undrawn bank credit facilities as of March 31, 2024, down from HKD 872 million a year earlier[162]. Operational Performance - The group reported a segment profit of HKD 278,000,000 from its property development business, a significant improvement from a segment loss of HKD 33,000,000 in the previous year[44]. - The revenue from the home appliance, wire, and cable trade in China decreased by approximately 45% to HKD 72,000,000, compared to HKD 131,000,000 in the previous year[48]. - The company implemented stringent cost control measures to reduce operational costs amid challenging market conditions[25]. - The group aims to ensure operational cash flow safety and financial stability while achieving sustainable development and creating greater value for shareholders[49]. - The company has not made any significant new investments during the year[58]. Asset Management - The company has a significant amount of development properties valued at HKD 2,361 million as of March 31, 2024, down from HKD 5,777 million in 2023, indicating a strategic shift in asset management[118]. - The group has pledged development properties with a total book value of HKD 7,000,000 as of March 31, 2024, down from HKD 1,130,000,000 as of March 31, 2023[56]. - The total area of completed saleable properties certified during the year is approximately 493,700 square meters[135]. - As of March 31, 2024, the total saleable area of properties held for sale is approximately 256,000 square meters, down from 538,200 square meters available during the year[135]. Strategic Initiatives - The company plans to continue expanding existing and new distribution channels and developing new products for the U.S. retail market[25]. - The company expects stable growth in its Chinese home appliance business as the real estate market gradually recovers[25]. - The group aims to adapt to market changes and will evaluate held projects to adjust plans for those affected by market factors[161]. - The group will focus on optimizing financial resources and cash flow management to support ongoing operations[138]. Compliance and Governance - The company has complied with the standards of the code of conduct for securities transactions by directors throughout the year[188]. - The audit committee has reviewed the consolidated financial statements for the year, ensuring compliance with accounting principles and practices[189]. - The auditor, Crowe Horwath, confirmed that the figures in the financial statements are consistent with the audited consolidated financial statements for the year[189].

Financial Performance - Total revenue for the six months ended September 30, 2023, was HKD 1,076 million, compared to HKD 233 million for the same period in 2022, representing a growth of 361%[15]. - The group reported property sales revenue of HKD 1,001 million, a significant increase from HKD 119 million in the previous year[15]. - The company recorded revenue of HKD 1,076 million for the current period, an increase of approximately 362% compared to HKD 233 million in the corresponding period[45]. - Revenue from property development sales amounted to HKD 1,001 million during the current period, reflecting the completion of several project phases in Ningxiang, Yangjiang, Gongyi, and Yongzhou[45]. - The company reported a profit attributable to owners of HKD 105 million, compared to a loss of HKD 26 million in the corresponding period[37]. - The company reported a net profit of HKD 110 million for the six months ending September 30, 2023, compared to a loss of HKD 26 million in the same period last year[91]. - Gross profit for the same period was HKD 171 million, compared to HKD 36 million in the previous year, indicating a significant increase[88]. - The group reported a total revenue of HKD 1,076 million for the six months ended September 30, 2023, compared to HKD 233 million for the same period in 2022, representing a significant increase[130]. Assets and Liabilities - The group’s total assets as of September 30, 2023, amounted to HKD 5,243 million, down from HKD 7,996 million as of March 31, 2023[21]. - The group’s total liabilities as of September 30, 2023, were HKD 4,894 million, compared to HKD 7,751 million as of March 31, 2023[21]. - The company’s total assets as of September 30, 2023, were HKD 5,230 million, a decrease from HKD 7,976 million at the end of the previous period[101]. - The total value of undeveloped properties as of September 30, 2023, was approximately HKD 3,600 million, which remains unencumbered and available for further bank financing[79]. - The group’s net current assets were approximately HKD 1,422 million, including unsold properties valued at HKD 3,358 million[122]. - The group’s net accounts receivable as of September 30, 2023, was HKD 54 million, a decrease from HKD 60 million as of March 31, 2023[27]. Cash Flow and Financing - The group anticipates continued cash inflow from pre-sale activities and sales of completed properties over the next twelve months[3]. - The company generated cash flow from its Emerson operations, Chinese home appliance business, and Chinese property development business, primarily relying on internal resources and external borrowing for working capital needs[169]. - The group’s net cash position as of September 30, 2023, was HKD 213 million, compared to a net debt position of HKD 377 million as of March 31, 2023, indicating a significant improvement[171]. - The group has taken measures to alleviate cash flow pressure and improve its financial position, including optimizing human resources and controlling capital expenditures[123]. - The group expects to have sufficient operating funds to continue its business for the next twelve months[123]. Property Development - The group has five property development projects held by subsidiaries and one project held by a joint venture[3]. - The total area sold for various projects reached 169,900 square meters, compared to 22,500 square meters in the corresponding period[44]. - The total area of delivered properties increased to approximately 169,900 square meters, up from about 22,500 square meters in the corresponding period[46]. - The contribution from the Chinese property development business improved to a segment profit of HKD 133,000,000, compared to a segment loss of HKD 12,000,000 in the corresponding period[46]. - As of September 30, 2023, the total contracted sales amount was approximately RMB 574 million, with 70,500 square meters sold at an average price of RMB 8,100 per square meter, compared to RMB 823 million and 95,000 square meters sold at an average price of RMB 8,700 per square meter in the corresponding period[160]. Legal and Compliance - The group received a total of USD 4,100,000 from Emerson as part of a legal settlement, with an additional USD 800,000 deducted from legal fees incurred during the period[51]. - The group has recognized a remaining balance of approximately USD 3,100,000 from the legal settlement as other income during the period[60]. - The board has confirmed compliance with the corporate governance code and the standard code for securities transactions by directors during the period[55]. - The group is currently evaluating the impact of new and revised Hong Kong Financial Reporting Standards but has not yet determined their significant effects on its financial performance[124]. Market and Operational Strategy - The company plans to continue focusing on real estate development, enhancing management efficiency, and accelerating the collection of sales proceeds to ensure cash flow safety and achieve stable, high-quality sustainable development[166]. - The company anticipates ongoing expansion of existing and new distribution channels, as well as the development of new products for promotion to U.S. retailers[167]. - The company will closely monitor changes in the land market and invest in suitable and high-quality projects to strengthen its land reserves for stable sustainable development[166]. - The company will continue to monitor trade and political environments to mitigate potential impacts of tariffs on suppliers and customers through pricing and sourcing strategies[167]. Employment and Human Resources - As of September 30, 2023, the group employed 103 staff members, down from 130 as of March 31, 2023[178]. Dividends and Equity - The company did not recommend the payment of an interim dividend for the current period[36]. - The company reported a total equity value of approximately HKD 574 million, down from HKD 823 million in the previous year[30]. - As of September 30, 2023, the total equity attributable to the company's owners was approximately HKD 287 million[113].

Financial Performance - The company reported a total annual loss of HKD 146 million for the year ending March 31, 2023, compared to a loss of HKD 105 million in the previous year, representing a 39% increase in losses [3][15]. - Total comprehensive expenses for the year amounted to HKD 161 million, up from HKD 94 million in the previous year, indicating a 71% increase [5][18]. - The company's equity attributable to owners decreased to HKD 188 million from HKD 285 million, reflecting a decline of 34% [20]. - The loss before tax was HKD 133 million, compared to a loss of HKD 89 million in the previous year, indicating a worsening financial position [34]. - The company reported a net loss of approximately HKD 146 million for the year ending March 31, 2023, compared to a loss of HKD 98 million in the previous year [47]. - The basic and diluted loss per share from continuing operations was HKD 1.58, slightly improved from HKD 1.64 in the previous year [15]. - The group’s total liabilities as of the reporting date were approximately HKD 8,879 million, reflecting a slight decrease from the previous year [79]. - The group’s total assets as of March 31, 2023, amounted to HKD 7,996 million, with a notable increase in non-current assets [80]. - The pre-tax loss from continuing operations was HKD 133 million [165]. - The basic loss per share for the year was HKD (87), compared to HKD (97) in the previous year [175]. Revenue and Sales - Revenue for the year was HKD 579 million, with a gross profit of HKD 76 million, resulting in a gross margin of approximately 13.1% [34]. - The total revenue from external customers was HKD 579 million, with a breakdown of HKD 393 million from property sales and HKD 131 million from household appliances [165]. - Revenue from property sales for the year 2023 reached HKD 393 million, up from HKD 195 million in 2022, representing a 101.54% increase [194]. - Total revenue from continuing operations for 2023 was HKD 579 million, compared to HKD 423 million in 2022, indicating a growth of 36.86% [194]. - For the fiscal year ending March 31, 2023, the company reported confirmed sales revenue of HKD 393 million from completed properties in the Ningxiang and Yangjiang projects [117]. Assets and Liabilities - The net value of current assets was approximately HKD 1,648 million, which includes approximately HKD 5,777 million in properties under development [23]. - The company’s net current assets decreased to HKD 1,648 million from HKD 3,868 million year-over-year [60]. - The company’s total pledged value of development properties was HKD 1,130 million as of March 31, 2023, down from HKD 2,772 million in the previous year [123]. - The company’s borrowings from interest-bearing bank loans increased to HKD 777 million from HKD 464 million [43]. - The company's current liabilities increased to HKD 6,328 million from HKD 5,405 million year-over-year [60]. - The group recognized an impairment loss of HKD 94 million on development properties during the year, compared to no impairment loss in the previous year [104]. - The group provided guarantees to banks amounting to approximately HKD 1,919,000,000 as of March 31, 2023, compared to HKD 1,045,000,000 as of March 31, 2022, covering up to 80% of the purchase price of individual properties [131]. Operational Highlights - The company operates primarily in property development in China and distribution of household products in the United States, indicating a diversified business model [22]. - The company plans to continue generating cash flow through the sale of completed properties and ongoing pre-sale activities in the next twelve months [50]. - The group plans to focus on existing project development and enhance lean management to ensure cash flow safety and sustainable development [187]. - The group will closely monitor changes in the land market and invest in suitable and quality projects to strengthen land reserves [187]. - The group aims to accelerate the collection of sales proceeds to meet annual sales and operational targets [187]. - The group generated cash flow primarily from its Emerson operations, home appliance business, and property development business [188]. Cost Management - The company incurred administrative expenses of HKD 90 million, down from HKD 114 million in the previous year, showing a reduction of 21% [34]. - The company’s employee costs decreased from HKD 69 million in 2022 to HKD 49 million in 2023, reflecting a reduction of approximately 29% [106]. - The company’s advertising and promotional expenses increased to HKD 30 million in 2023 from HKD 28 million in 2022, representing a growth of about 7% [107]. - The total construction costs for the year amounted to HKD 870 million, up from HKD 820 million in the previous year [180]. Corporate Governance - The board confirmed compliance with all principles and provisions of the corporate governance code for the year [126]. - The independent auditor's report states that the consolidated financial statements fairly reflect the group's financial position as of March 31, 2023 [140]. - The audit committee reviewed the consolidated financial statements, including accounting principles and practices adopted by the group [136]. - The group has adopted the standard code for securities transactions by directors and confirmed compliance for the year [135]. - The chairman and CEO positions have been held by the same individual since December 2, 2017, with the board believing this structure does not concentrate power in one person [134]. Future Outlook - The group will evaluate projects affected by market factors and make necessary adjustments to ensure operational stability [187]. - The group is committed to maintaining a cautious approach in its investment strategies to support sustainable development [187]. - The company has no specific plans for significant investments or capital assets in the next twelve months [159]. - The company has not made any purchases, sales, or redemptions of its listed securities during the year [149]. Legal Matters - The company is involved in ongoing legal proceedings, including a favorable ruling in a trademark infringement case, with a potential recovery of USD 6,500,000, although there is no guarantee of full recovery [144]. - The company has not received any claims related to costs, expenses, and charges as of the announcement date [142]. - The company has no provisions made for any of the legal matters mentioned after considering the chances of winning [143].

Financial Performance - For the six months ended September 30, 2022, the company reported revenue of HKD 233 million, an increase from HKD 127 million in the same period last year, representing an 83% growth[6] - Gross profit for the same period was HKD 36 million, compared to HKD 13 million in the previous year, indicating a significant improvement[6] - The company incurred a loss before tax of HKD 21 million, a reduction from a loss of HKD 58 million in the corresponding period last year, reflecting a 64% improvement[6] - The total loss for the period was HKD 26 million, down from HKD 67 million in the previous year, marking a 61% decrease[8] - The company reported a loss of HKD 26 million for the six months ended September 30, 2022, compared to a loss of HKD 60 million in the corresponding period[19] - The group recorded revenue of HKD 233 million for the period ending September 30, 2022, representing an increase of approximately 83% compared to HKD 127 million for the corresponding period[85] - The group reported an unaudited loss attributable to shareholders of HKD 26 million, an improvement of about 54% from a loss of HKD 56 million in the corresponding period[85] Cash Flow and Liquidity - The company's cash and bank balances as of September 30, 2022, stood at HKD 1,457 million, a decrease from HKD 1,589 million as of March 31, 2022[10] - Operating cash flow before changes in working capital for the six months ended September 30, 2022, was negative HKD 26 million, compared to negative HKD 66 million for the same period in 2021[15] - The company reported a net cash outflow from financing activities of HKD 480 million for the six months ended September 30, 2022, compared to a net inflow of HKD 1,369 million in the same period of the previous year[16] - The company’s total cash and cash equivalents, including restricted bank deposits, were HKD 1,457 million as of September 30, 2022[57] - The company has taken measures to alleviate liquidity pressure and improve its financial position, including optimizing human resources and controlling capital expenditures[22] Assets and Liabilities - Current assets totaled HKD 8,764 million, down from HKD 9,273 million at the end of the previous fiscal year[10] - Current liabilities were reported at HKD 5,572 million, slightly up from HKD 5,405 million as of March 31, 2022[10] - The total liabilities, including non-current liabilities, amounted to HKD 2,842 million, down from HKD 3,474 million, indicating a reduction of about 18.2%[11] - The company’s total liabilities to equity ratio improved to approximately 7.9 as of September 30, 2022, compared to 8.6 as of March 31, 2022, indicating a strengthening of the balance sheet[11] - The group's assets as of September 30, 2022, totaled HKD 8,773 million, while liabilities were HKD 8,414 million, indicating a stable financial position[33] Revenue Streams - Revenue from property sales to external customers was HKD 119 million, while sales of home appliances, wires, and cables amounted to HKD 88 million[27] - Revenue from the Chinese market was HKD 207 million, compared to HKD 98 million in the previous year, showcasing strong growth in this region[35] - The segment for home appliances reported revenue of HKD 98 million, showing a recovery from the previous period[30] - Revenue from the home appliance, wire, and cable trade in China decreased to HKD 88 million, down approximately 10% from HKD 98 million in the corresponding period[94] Development and Projects - The company has initiated pre-sales for all its properties under development, receiving deposits of approximately HKD 2,763 million as of September 30, 2022, up from HKD 2,305 million as of March 31, 2022[21] - The company has seven property development projects as of September 30, 2022, consistent with the number as of March 31, 2022[21] - The total contracted sales for the period, including the Ningxiang project, amounted to approximately RMB 823 million, with an average selling price of RMB 8,700 per square meter[88] - The total gross floor area of ongoing projects increased to approximately 1,121,700 square meters, up from 837,900 square meters in the previous year[89] Shareholder Information - The total issued and paid-up capital as of September 30, 2022, was HKD 55 million, with 5,492,233 shares issued[76] - Mr. Tam holds a total of 3,616,712,779 shares, representing approximately 73.85% of the issued share capital[110] - Sino Bright Enterprises Co., Ltd. owns 1,023,463,423 shares, accounting for 18.63% of the issued share capital[113] Corporate Governance - The board confirms compliance with all principles and provisions of the corporate governance code during the reporting period[118] - The company has adopted the standard code of conduct for securities transactions by directors, confirming compliance during the reporting period[122] - The audit committee has reviewed and confirmed the unaudited interim results for the period, agreeing on all accounting treatments adopted[124]

Revenue and Financial Performance - Revenue for the fiscal year reached HKD 423 million, a 112% increase compared to the previous year's HKD 200 million, driven by property development sales and trade business growth[7] - Revenue for the year increased by 112% to HKD 423,000,000, primarily due to the first-time recognition of property development sales from the Ningxiang project, contributing HKD 195,000,000[14] - Revenue for the year 2022 increased to HKD 423 million from HKD 200 million in 2021, representing a significant growth[172] - Gross profit for 2022 was HKD 70 million, up from HKD 32 million in 2021[172] - The company reported a net loss of HKD 105 million for 2022, compared to a net loss of HKD 58 million in 2021[172] - Loss from continuing operations for 2022 was HKD 98 million, compared to HKD 68 million in 2021[172] - Loss from discontinued operations for 2022 was HKD 7 million, compared to a profit of HKD 10 million in 2021[172] - Total comprehensive loss for 2022 was HKD 94 million, compared to HKD 54 million in 2021[174] - The company's shareholders' loss from continuing operations was HKD 90 million in 2022, compared to HKD 51 million in 2021[172] - Non-controlling interests' loss from continuing operations was HKD 8 million in 2022, compared to HKD 17 million in 2021[172] - Basic and diluted loss per share from continuing and discontinued operations was HKD 1.77 in 2022, compared to HKD 1.57 in 2021[172] - The company reported a net loss attributable to shareholders of HKD 97 million, a 13% increase from the previous year's HKD 86 million loss[7] - The company recorded a net loss attributable to shareholders of HKD 97,000,000, an increase of 13% compared to the previous year's loss of HKD 86,000,000[14] - The company reported a net loss of HKD 156 million in 2022, compared to a net loss of HKD 67 million in 2021[177] - The company reported a net loss of HKD 98,000,000 for the current year, compared to a net loss of HKD 68,000,000 in the previous year[192] Property Development Business - Property development business recorded confirmed sales revenue of approximately HKD 195 million from the Ningxiang project, contributing significantly to the revenue increase[7] - The company achieved total equity contract sales of approximately RMB 1.92 billion, with a total sales area of 222,050 square meters and an average selling price of RMB 8,700 per square meter[9] - The Ningxiang project delivered some units in early 2022, marking the first confirmed sales revenue in the property development segment[5] - The company did not acquire new land plots during the year but plans to expand land reserves and seek partnerships for future growth in property development[9] - The company's property development business expanded to 8 land parcels across 7 cities in China, with 7 ongoing projects[16] - Contract sales for the year totaled RMB 1,923,000,000, with 222,050 square meters sold at an average price of RMB 8,700 per square meter[17] - The Ningxiang project contributed RMB 160,000,000 in confirmed sales revenue, with 36,900 square meters sold at an average price of RMB 4,300 per square meter[16] - The company plans to focus on property development in China and explore overseas property development opportunities[12] - The company aims to increase land reserves through land auctions and strengthen sales efforts for ongoing property projects[12] - Total under development projects' GFA (Gross Floor Area) is approximately 1,081,500 square meters, with salable area of 898,700 square meters[18] - Completed salable area in Ningxiang project is 42,800 square meters, with 36,900 square meters sold, leaving 5,900 square meters remaining as properties held for sale[19] - Total land reserve GFA is approximately 168,300 square meters, with salable area of 135,700 square meters across 3 cities/regions[20] - The company believes property sales will recover soon due to sufficient funding sources and small-scale operations[24] - Revenue from the sale of property development units accounted for approximately 46% of the company's total revenue for the year ended March 31, 2022[164] - The company's management assessed the net realizable value of properties under development and completed properties held for sale and concluded that no impairment was necessary[163] - The company's revenue recognition for property development units is based on the fulfillment of specific conditions, including the signing of sales agreements, receipt of deposits, and customer acceptance of the properties[164] - The company's external valuation reports and management's assessment of net realizable value were reviewed by the auditors, who also evaluated the qualifications and objectivity of the external valuers[163] - The auditors conducted site visits and discussions with management to assess the progress and budget forecasts for property development projects[163] - The company's revenue recognition policies for property development units were evaluated against current accounting standards, and sample checks were performed on documents proving customer acceptance[164] - The company's current ratio decreased to 1.72 as of March 31, 2022, from 1.82 as of March 31, 2021, primarily due to increased contract liabilities and interest-bearing bank loans from the property development business in China[27] - The company added approximately RMB 1,000,000,000 (approximately HKD 1,234,000,000) in new bank loans during the year, with interest rates ranging from 4.4% to 7.5%, and the effective interest rate of the total bank loan portfolio was approximately 5.63% as of March 31, 2022[28] - The company's capital commitments for properties under development increased to HKD 2,453,000,000 as of March 31, 2022, from HKD 1,351,000,000 as of March 31, 2021[37] - The company's total book value of properties under development pledged as security for bank loan financing was HKD 2,772,000,000 as of March 31, 2022[33] - The company's property development business in China is the primary source of emissions, mainly from gasoline and diesel consumption by vehicles[142] - The company received deposits of approximately HKD 2,305,000,000 from pre-sales of properties under development as of March 31, 2022, compared to HKD 281,000,000 in the previous year[194] - The company secured bank loan financing of approximately HKD 1,729,000,000 for property development projects in China, with HKD 1,234,000,000 utilized as of March 31, 2022[195] - The remaining property development projects had a total book value of approximately HKD 4,641,000,000 as of March 31, 2022, which could be used as collateral for further bank financing[195] - The company expects to generate cash inflows from pre-sales and completed property sales within the next 12 months[194] Discontinued Operations and Asset Sales - The company sold its franchise business, generating a profit of HKD 5 million, with most proceeds reinvested into property development in China[6] - The company terminated its China IT services business to reallocate resources towards property development and other core operations[6] - The company sold Unijoy Limited for HKD 60,000,000, and the franchise business was reclassified as discontinued operations, with HKD 7,000,000 in revenue from the franchise business not included in total revenue[15] - The company terminated its China IT services business, which had not generated any revenue in the past two years[15] - Unijoy Group's terminated operations generated HKD 7 million in revenue, with a loss of HKD 7 million, partially offset by HKD 5 million gain from disposal[23] - The company sold Unijoy Group for HKD 60,000,000, with a gain of HKD 5,000,000 recognized in the consolidated income statement for the year[29] - The company sold Unijoy Limited for a consideration of HKD 60,000,000, with potential adjustments based on net asset value[75] - The sale of Unijoy Limited constituted a major transaction under the Listing Rules, requiring shareholder approval[76] - Net cash inflow from the sale of a subsidiary amounted to HKD 32 million[182] Home Appliance and Distribution Business - Emerson's home appliance and audio-visual product distribution business in the U.S. saw increased sales due to higher online shopping trends during the pandemic[10] - The China home appliance business grew despite pandemic challenges, with the company actively seeking new clients to boost revenue[10] - Emerson's revenue increased by 10% to HKD 64 million, with operating loss reduced to HKD 28 million from HKD 33 million[21] - China electrical appliances business revenue increased by 15% to HKD 164 million, but operating profit decreased to HKD 10 million from HKD 12 million[22] - Emerson's future performance remains uncertain due to COVID-19 impacts, with difficulty in assessing product demand[25] - China electrical appliances business aims to maintain scale and increase revenue through new customer acquisition while implementing cost control measures[25] - The company will continue to develop new clients for its home appliance business and stabilize its US distribution business for household and audio-visual products[12] Financial Position and Liquidity - The company's cash and bank balances increased to HKD 1,589,000,000 as of March 31, 2022, from HKD 430,000,000 as of March 31, 2021[28] - The company's gearing ratio increased to 5.85 times as of March 31, 2022, from 3.93 times as of March 31, 2021[32] - The company's inventory remained unchanged at HKD 18,000,000 as of March 31, 2022, compared to March 31, 2021[28] - The company's current ratio decreased to 1.72 as of March 31, 2022, from 1.82 as of March 31, 2021, primarily due to increased contract liabilities and interest-bearing bank loans from the property development business in China[27] - The company's short-term interest-bearing bank loans and amounts due to related parties totaled HKD 2,193,000,000, while cash and cash equivalents were HKD 1,589,000,000, indicating significant uncertainty regarding the company's ability to continue as a going concern[161] - The company's net current assets amounted to HKD 3,868,000,000, including HKD 7,413,000,000 in properties under development for sale, of which HKD 7,119,000,000 is not expected to be realized within one year[192] - The company relies on related parties for funding, with amounts due to related parties totaling HKD 4,093,000,000 as of March 31, 2022[192] - The company's ability to continue as a going concern depends on its ability to secure sufficient financing and achieve profitability with positive operating cash flow[193] - Non-current assets increased to HKD 10 million in 2022 from HKD 6 million in 2021, driven by growth in machinery and equipment, right-of-use assets, and deferred tax assets[176] - Current assets rose significantly to HKD 9,273 million in 2022, up from HKD 6,325 million in 2021, primarily due to a substantial increase in properties under development (HKD 7,413 million) and cash and bank balances (HKD 1,589 million)[176] - Current liabilities increased to HKD 5,405 million in 2022 from HKD 3,521 million in 2021, mainly due to higher contract liabilities (HKD 2,305 million) and amounts due to related parties (HKD 1,729 million)[176] - Net current assets improved to HKD 3,868 million in 2022 compared to HKD 2,894 million in 2021, reflecting stronger liquidity[176] - Non-current liabilities grew to HKD 3,474 million in 2022 from HKD 2,402 million in 2021, largely due to increased amounts due to related parties (HKD 2,364 million) and interest-bearing bank loans (HKD 777 million)[177] - Contract liabilities increased substantially to HKD 2,305 million in 2022 from HKD 282 million in 2021, indicating strong future revenue potential[176] - Properties under development increased by HKD 1,644 million to HKD 7,413 million in 2022, reflecting ongoing investment in real estate projects[176] - Short-term deposits with original maturities over three months but less than one year decreased by HKD 195 million[182] - Restricted bank deposits increased by HKD 1,027 million[182] - Net cash generated from financing activities was HKD 1,256 million[182] - Net increase in cash and cash equivalents was HKD 294 million[182] - Cash and cash equivalents at the end of the year stood at HKD 459 million[182] Corporate Governance and Compliance - The company has compliance procedures in place to ensure adherence to applicable laws and regulations, including the Bermuda Companies Act 1981, Hong Kong Companies Ordinance, and Listing Rules[47] - The company's board of directors includes executive directors and independent non-executive directors, with their biographies provided in the annual report[57] - The company's main business is investment holding, with further details on subsidiary businesses provided in the consolidated financial statements[46] - The company's machinery and equipment changes are detailed in the consolidated financial statements[54] - The company did not recommend paying a final dividend for the year, and no interim dividend was declared[50] - The company reported a loss for the year, with details of the financial position provided in the consolidated financial statements[49] - The company has no distributable reserves as of March 31, 2022, and March 31, 2021, according to the Bermuda Companies Act 1981[54] - The company's share premium account is available for distribution in the form of fully paid bonus shares[54] - The company maintained sufficient public float as required by the Listing Rules[79] - The company's consolidated financial statements were audited by Deloitte Touche Tohmatsu[84] - The company adopted the revised Corporate Governance Code effective from January 1, 2022[86] - The Chairman and CEO roles are currently held by Mr. Tan, with plans to separate the roles if a suitable candidate is found[88] - The board consists of five members, including two executive directors and three independent non-executive directors, ensuring a balanced decision-making process[92] - The company has established various board committees, including the Remuneration Committee, Nomination Committee, and Audit Committee, to assist in governance and decision-making[90] - The board held four meetings during the year, with all directors attending all meetings[99] - The company has a formal plan outlining matters reserved for the board, including the issuance of financial statements, dividend distributions, and major policy decisions[91] - Directors receive comprehensive induction training and ongoing professional development to ensure they are well-informed about their responsibilities and regulatory requirements[95] - The company has adopted the Model Code for Securities Transactions and confirmed that all directors complied with the code during the year[96] - The board has a clear delegation of authority to management, with specific matters reserved for board approval[91] - The company provides directors and officers with appropriate liability insurance coverage[97] - The board ensures that independent non-executive directors meet regularly without executive directors present to discuss company matters candidly[98] - The company complies with the requirement to have at least one-third of the board as independent non-executive directors, with one holding professional accounting qualifications[92] - The nomination committee consists of Mr. Tan as the chairman and two other members, Dr. Lam and Dr. Yip, all appointed since December 2, 2017, with the majority being independent non-executive directors[103] - The nomination committee is responsible for reviewing the board's structure, size, and composition annually, identifying qualified candidates for board membership, and assessing the independence of independent non-executive directors[104] - During the year, the nomination committee did not consider any director nominations but held a meeting to discuss director retirements and re-elections[105] - The remuneration committee, chaired by Dr. Lam, includes Dr. Luk and Dr. Yip, all independent non-executive directors since December 2, 2017[106] - The remuneration committee's duties include evaluating and reviewing the remuneration and benefits of directors and senior management, and ensuring no director is involved in deciding their own remuneration[107] - The company held a remuneration committee meeting to review senior management's remuneration and approved an increase in directors' fees for independent non-executive directors[108] - The audit committee, chaired by Dr. Luk, includes Dr. Lam and Dr. Yip, all independent non-executive directors since December 2, 2017[110] - The audit committee reviewed the audited consolidated financial statements and unaudited condensed interim financial statements for the six months ended September 30, 2021, and recommended the reappointment of the external auditor[111] - The company's financial statements for the year were prepared in accordance with Hong Kong Financial Reporting Standards, the Hong Kong Companies Ordinance, and the Listing Rules, ensuring a true and fair view of the company's financial position[117] - The company has established a risk management framework to address significant risks related to its business, including strategies such as retaining, reducing, avoiding, sharing, and transferring risks[119] - The company's internal control and risk management systems are designed to ensure operational effectiveness, financial reporting reliability, and compliance with applicable laws and regulations[118] - The company has adopted a Board Diversity Policy, considering factors such as gender, age, cultural and educational background, race, professional experience, skills, knowledge, and tenure[113] - The company's nomination policy outlines the principles for identifying and evaluating candidates for board appointments, emphasizing skills, experience, and diversity[115] - The company's external auditor, Deloitte Touche Tohmatsu, participated in audit committee meetings without the presence of executive directors to discuss audit and financial reporting matters[112] - The company's internal audit function is outsourced to Evergreen Enterprise Services Limited, which reviewed and assessed the company's risk management and internal control procedures during the year[120] - The company's management provides quarterly updates to the board,

Financial Performance - For the six months ended September 30, 2021, the revenue from continuing operations was HKD 127 million, a 77% increase from HKD 70 million in the same period last year[7]. - The gross profit for the same period was HKD 13 million, compared to HKD 12 million in the previous year, indicating a slight increase[7]. - The loss from continuing operations for the six months was HKD 60 million, compared to a loss of HKD 34 million in the same period last year, representing a significant increase in losses[7]. - The total loss for the period was HKD 67 million, up from HKD 34 million in the previous year, reflecting a worsening financial performance[8]. - Basic and diluted loss per share from continuing and discontinued operations was HKD 1.02, compared to HKD 0.42 in the previous year, indicating a decline in shareholder value[9]. - The company reported a loss of HKD 49 million attributable to shareholders from continuing operations, compared to HKD 23 million in the previous year, highlighting increased operational challenges[8]. - The company reported a total comprehensive loss of HKD 62 million for the six months ended September 30, 2021, compared to a loss of HKD 32 million in the same period of 2020, representing a 93.75% increase in losses[10]. - The loss attributable to shareholders from continuing operations was HKD 45 million, up from HKD 21 million in the previous year, indicating a 114.29% increase[10]. - The group incurred a total loss before tax of HKD 32 million for the six months ended September 30, 2021[32]. - The pre-tax loss for the period was HKD 56 million, compared to a loss of HKD 23 million in the prior year, reflecting a 143.48% increase in losses[42]. Revenue and Sales - The total revenue for the six months ended September 30, 2021, was HKD 127 million, a significant increase from HKD 70 million for the same period in 2020, representing an 81.43% growth[34]. - Revenue from property development in China reached HKD 98 million, up from HKD 43 million in the previous year, indicating a 128.57% increase[34]. - Revenue from the subsidiary Emerson was HKD 29 million, a 7% increase from HKD 27 million in the corresponding period, driven by increased demand for certain products due to more time spent at home[82]. - The home appliance, wire, and cable trading business in China generated revenue of HKD 98 million, a significant increase of approximately 128% from HKD 43 million in the corresponding period, attributed to rising copper prices and new customer acquisition efforts[83]. - The discontinued operations generated revenue of HKD 7 million for the six months ended September 30, 2021, compared to HKD 8 million for the same period in 2020[75]. Expenses and Costs - The administrative expenses for the period were HKD 51 million, up from HKD 35 million in the previous year, indicating rising operational costs[7]. - The financing costs for the ongoing business amounted to HKD 91 million, a substantial rise from HKD 4 million in the same period last year[36]. - The company reported a total of HKD 114 million in cost of goods sold, which increased from HKD 58 million year-over-year, marking a 96.55% rise[37]. - The group plans to control administrative and operating costs through various measures, including human resource optimization and capital expenditure control[22]. Cash Flow and Assets - Cash and bank balances increased to HKD 799 million as of September 30, 2021, compared to HKD 430 million as of March 31, 2021, reflecting an increase of 85.12%[11]. - The company experienced a cash outflow from operating activities of HKD 1,057 million for the six months ended September 30, 2021, compared to HKD 582 million in the same period of 2020, indicating an increase in cash used[14]. - The company generated negative operating cash flow of HKD 1,057 million during the reporting period[19]. - The total assets of the company as of September 30, 2021, were HKD 7,629 million, compared to HKD 6,415 million as of March 31, 2021, reflecting an increase of 18.93%[11]. - The company’s equity attributable to shareholders decreased to HKD 322 million from HKD 374 million, a decline of 13.91%[12]. - The current ratio as of September 30, 2021, was approximately 2.24, an increase from 1.82 on March 31, 2021, due to increased cash and bank balances[93]. Liabilities and Financing - Current liabilities decreased significantly, with accounts payable dropping to HKD 510 million from HKD 1,598 million, a reduction of 68.15%[12]. - The total liabilities increased to HKD 5,923 million from HKD 5,898 million, indicating a slight rise of 0.42%[33]. - The company’s bank loans due within one year were HKD 960 million as of September 30, 2021[58]. - The group has pledged development properties with a total book value of HKD 2,464,000,000 to secure bank financing[98]. - The group obtained new bank borrowings of approximately RMB 860,000,000 (equivalent to about HKD 1,037,000,000) at interest rates ranging from 4.4% to 7.5%[93]. Development Projects - The company has eight property development projects, with six of them having commenced pre-sales[21]. - The company has eight ongoing property development projects across seven cities in five provinces in China, with a total equity contract sales amounting to approximately RMB 777 million, selling about 99,450 square meters at an average price of RMB 7,800 per square meter[86]. - As of September 30, 2021, the total equity construction area of ongoing projects was approximately 837,900 square meters, with 699,800 square meters available for sale[87]. - The land reserve as of September 30, 2021, included an equity construction area of approximately 413,200 square meters and an equity saleable area of approximately 359,800 square meters[88]. - The company has capital commitments of HKD 2,208 million for properties under development as of September 30, 2021, an increase from HKD 1,351 million as of March 31, 2021[78]. Corporate Governance - The company has adopted the corporate governance code as per the listing rules and confirmed compliance with all principles and provisions[109]. - The board of directors has mandated the audit committee to oversee the financial reporting process[114]. - The company is committed to maintaining transparency in its financial disclosures[114]. - The management believes that no provisions are necessary regarding ongoing legal cases, considering the low likelihood of default[72]. Shareholder Information - The company’s issued share capital was HKD 55 million as of September 30, 2021, with 5,492,233,000 shares issued[68]. - Mr. Tam holds a total of 3,616,712,779 shares, representing approximately 65.85% of the company's issued share capital[104]. - Sino Bright Enterprises Co. Ltd. holds 1,023,463,423 shares, accounting for approximately 18.63% of the company's issued share capital[104]. - LEHD Pte. Ltd. is a trustee holding 1,428,769,939 shares, which is about 26.01% of the company's issued share capital[104]. - The company did not recommend any interim dividend for the period, consistent with the previous year[40].