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 ...

[Financial Performance Overview](index=1&type=section&id=Financial%20Performance%20Overview) [Consolidated Statement of Profit or Loss](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) The company's revenue decreased by 35% to HK$1,451 million, leading to a HK$18 million loss for the year, a significant reversal from the prior year's profit Key Consolidated Statement of Profit or Loss Data | Metric | 2025 (Million HKD) | 2024 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,451 | 2,230 | -35% | | Cost of sales | (1,286) | (1,825) | -29.5% | | Gross profit | 165 | 405 | -59.3% | | Profit before tax | 10 | 214 | -95.3% | | (Loss)/Profit for the year | (18) | 139 | -112.9% | | (Loss)/Profit for the year attributable to owners of the Company | 1 | 132 | -99.2% | | Basic and diluted (loss)/earnings per share (HK cents) | 0.02 | 2.40 | -99.2% | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the company reported a total comprehensive expense of HK$19 million, primarily due to the annual loss and exchange differences Key Consolidated Statement of Profit or Loss and Other Comprehensive Income Data | Metric | 2025 (Million HKD) | 2024 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | (Loss)/Profit for the year | (18) | 139 | -112.9% | | Exchange differences on translation of financial statements of overseas/PRC subsidiaries | 3 | (10) | -130% | | Exchange differences reclassified to profit or loss | (4) | (1) | 300% | | Other comprehensive expense for the year | (1) | (11) | -90.9% | | Total comprehensive (expense)/income for the year | (19) | 128 | -114.8% | | Total comprehensive (expense)/income for the year attributable to owners of the Company | –* | 121 | -100% | * This amount is less than HK$1,000,000. [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Total assets decreased to HK$3,092 million and net current assets to HK$349 million as of March 31, 2025, reflecting reduced scale and profitability Key Consolidated Statement of Financial Position Data | Metric | 2025 (Million HKD) | 2024 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 8 | 6 | 33.3% | | Current assets | 3,084 | 4,249 | -27.4% | | Current liabilities | 2,735 | 3,326 | -17.8% | | Net current assets | 349 | 923 | -62.2% | | Non-current liabilities | 3 | 556 | -99.5% | | Net assets | 354 | 373 | -5.1% | | Total equity | 354 | 373 | -5.1% | [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [1. General Information](index=5&type=section&id=1.%20General%20Information) Agile Holdings Limited is incorporated in the Cayman Islands, continued in Bermuda, and listed on the Main Board of the Hong Kong Stock Exchange, with Mr. Tam Ping Cheong as the ultimate controlling shareholder - The company's principal businesses include China property development, distribution of household and audio-visual products in the US, and trading of home appliances in China[6](index=6&type=chunk) - The ultimate controlling shareholder of the company is Mr. Tam Ping Cheong, who indirectly controls the company through Wealth Warrior Global Limited[6](index=6&type=chunk) [2. Application of New and Revised Hong Kong Financial Reporting Standards](index=5&type=section&id=2.%20Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The company adopted all new and revised HKFRSs effective this year, resulting in no significant changes to accounting policies or financial statement presentation - The adoption of new and revised Hong Kong Financial Reporting Standards did not result in significant changes to the Group's accounting policies or the presentation of financial statements[8](index=8&type=chunk) [3. Segment Reporting](index=6&type=section&id=3.%20Segment%20Reporting) The company operates three reportable segments: China Property Development, Emerson (US distribution), and China Home Appliances, all experiencing significant changes in revenue and performance - The Group's operating segments include China Property Development, Emerson (US distribution of household and audio-visual products), and China Home Appliances Trading[10](index=10&type=chunk) Segment Revenue and Performance Overview | Segment | 2025 Revenue (Million HKD) | 2024 Revenue (Million HKD) | Revenue Change (%) | 2025 Performance (Million HKD) | 2024 Performance (Million HKD) | Performance Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | China Property Development | 1,341 | 2,087 | -35.8% | 85 | 278 | -69.4% | | Emerson | 84 | 71 | 18.3% | (36) | (26) | -38.5% | | China Home Appliances | 26 | 72 | -63.9% | 1 | 6 | -83.3% | | Consolidated Total | 1,451 | 2,230 | -35.0% | 10 (Profit before tax) | 214 (Profit before tax) | -95.3% | [Operating Segments](index=6&type=section&id=Operating%20Segments) The company's business is divided into three operating segments: China Property Development, Emerson (US distribution), and China Home Appliances Trading, all showing significant changes in revenue and performance - China Property Development segment revenue decreased from **HK$2,087 million to HK$1,341 million**, and segment profit decreased from **HK$278 million to HK$85 million**[11](index=11&type=chunk)[12](index=12&type=chunk) - Emerson segment revenue increased from **HK$71 million to HK$84 million**, but segment loss expanded from **HK$26 million to HK$36 million**[11](index=11&type=chunk)[12](index=12&type=chunk) - China Home Appliances segment revenue decreased from **HK$72 million to HK$26 million**, and segment profit decreased from **HK$6 million to HK$1 million**[11](index=11&type=chunk)[12](index=12&type=chunk) [Geographical Information](index=9&type=section&id=Geographical%20Information) The Group's revenue primarily originates from China, with non-current assets mainly located in the United States Geographical Revenue and Non-current Assets | Region | 2025 Revenue (Million HKD) | 2024 Revenue (Million HKD) | 2025 Non-current Assets (Million HKD) | 2024 Non-current Assets (Million HKD) | | :--- | :--- | :--- | :--- | :--- | | China | 1,367 | 2,159 | 1 | 1 | | United States | 84 | 71 | 5 | 4 | | Total | 1,451 | 2,230 | 6 | 5 | [4. Revenue](index=9&type=section&id=4.%20Revenue) Total revenue for the year was HK$1,451 million, primarily contributed by property sales of HK$1,341 million, goods sales of HK$107 million, and royalty income of HK$3 million Revenue by Major Business Activities | Major Business Activity | 2025 (Million HKD) | 2024 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of properties | 1,341 | 2,087 | -35.7% | | Sales of goods | 107 | 140 | -23.6% | | Royalty income | 3 | 3 | 0% | | Total | 1,451 | 2,230 | -35.0% | - Revenue from all major business activities is recognized at a "point in time" basis[16](index=16&type=chunk) [5. Other Income, Gains or Losses](index=10&type=section&id=5.%20Other%20Income%2C%20Gains%20or%20Losses) Total other income, gains or losses for the year amounted to a HK$22 million loss, consistent with the prior year, primarily including impairment reversal on properties under development and impairment loss on completed properties Details of Other Income, Gains or Losses | Item | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Impairment reversal/(loss) recognised on properties under development | 8 | (59) | | Impairment loss recognised on completed properties held for sale | (56) | (36) | | Gain on disposal of a subsidiary | 15 | 28 | | Gain on litigation settlement | – | 24 | | Total | (22) | (22) | [6. Finance Costs](index=10&type=section&id=6.%20Finance%20Costs) Total finance costs for the year were HK$16 million, a 60.9% year-on-year decrease, mainly due to a significant reduction in interest on loans from related parties Details of Finance Costs | Item | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Interest on loans from related parties | 7 | 34 | | Interest on bank loans | 9 | 7 | | Total finance costs | 16 | 41 | | Less: Interest expenses capitalised in properties under development | (15) | (40) | | Net finance costs | 1 | 1 | [7. Profit Before Tax](index=11&type=section&id=7.%20Profit%20Before%20Tax) Profit before tax for the year included staff costs of HK$42 million (net of capitalised amounts), depreciation of machinery and equipment of HK$2 million, and advertising and promotion expenses of HK$7 million Items Charged/Credited to Profit Before Tax | Item | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Staff costs (net) | 42 | 38 | | Depreciation of machinery and equipment | 2 | 19 | | Advertising and promotion expenses | 7 | 22 | | Cost of properties sold | 1,192 | 1,705 | [8. Income Tax Expense](index=12&type=section&id=8.%20Income%20Tax%20Expense) Income tax expense for the year was HK$28 million, a significant 62.7% year-on-year decrease, primarily due to reduced PRC corporate income tax and land appreciation tax Details of Income Tax Expense | Item | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | PRC corporate income tax | 26 | 52 | | PRC land appreciation tax | 2 | 23 | | Total income tax expense | 28 | 75 | - The corporate income tax rate for PRC subsidiaries is **25%**[21](index=21&type=chunk) - As of March 31, 2025, the provision for US one-time transition tax was approximately **HK$0.1 million** (non-current) and **HK$5 million** (current)[22](index=22&type=chunk) [9. Dividends](index=13&type=section&id=9.%20Dividends) The Board of Directors does not recommend the payment of any dividends for the current year or the corresponding prior year - The Directors do not recommend the payment of any dividends for the current year or the corresponding prior year[23](index=23&type=chunk) [10. Earnings Per Share](index=13&type=section&id=10.%20Earnings%20Per%20Share) Basic earnings per share for the year was HK$0.02 cents, a substantial decrease from HK$2.40 cents in the prior year, with diluted earnings per share being the same due to no potential ordinary shares Earnings Per Share Calculation | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit for the year for the purpose of calculating basic earnings per share (Million HKD) | 1 | 132 | | Weighted average number of ordinary shares (Million shares) | 5,492.2 | 5,492.2 | | Basic and diluted (loss)/earnings per share (HK cents) | 0.02 | 2.40 | [11. Trade and Other Receivables](index=14&type=section&id=11.%20Trade%20and%20Other%20Receivables) The Group grants an average credit period of 30 to 90 days to trade customers, with net trade receivables at HK$33 million as of March 31, 2025, and expected credit loss provision increasing to HK$11 million Trade and Other Receivables and Provisions | Metric | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Gross trade receivables | 44 | 42 | | Less: Provision for expected credit losses | (11) | (5) | | Net carrying amount | 33 | 37 | - The average credit period granted to trade customers is **30 to 90 days**[26](index=26&type=chunk) [12. Trade and Other Payables](index=15&type=section&id=12.%20Trade%20and%20Other%20Payables) As of March 31, 2025, total trade and other payables amounted to HK$714 million, an 18% year-on-year decrease, with payables for construction costs constituting the majority Ageing Analysis of Trade and Other Payables | Item | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | For purchase of inventories (0-12 months) | 17 | 39 | | For construction costs | 697 | 832 | | Total | 714 | 871 | [Business Review and Outlook](index=16&type=section&id=Business%20Review%20and%20Outlook) [Business Review](index=16&type=section&id=Business%20Review) The Group's revenue decreased by approximately 35% to HK$1,451 million, primarily due to reduced sales from China property development, leading to a significant drop in profit attributable to owners - Revenue for the year was **HK$1,451 million**, a year-on-year decrease of approximately **35%**, mainly due to reduced sales revenue from the property development business[29](index=29&type=chunk) - The audited profit attributable to owners of the Company was **HK$1 million**, compared to **HK$132 million** in the corresponding prior year[29](index=29&type=chunk) - Key changes in the consolidated statement of profit or loss include decreased gross profit due to reduced property development revenue, stricter expense control, and impairment losses on completed properties[29](index=29&type=chunk) [China Property Development Business](index=17&type=section&id=China%20Property%20Development%20Business) China property development business revenue decreased by approximately 36% to HK$1,341 million due to reduced delivery area, resulting in a segment profit of HK$85 million - Property sales decreased by approximately **36%** from **HK$2,087 million to HK$1,341 million**, with delivered area reduced to approximately **166,400 square meters**[31](index=31&type=chunk) - The China Property Development business generated a segment profit of **HK$85 million** for the year[31](index=31&type=chunk) [Property Sales](index=17&type=section&id=Property%20Sales) Property sales for the year amounted to HK$1,341 million, with a delivered area of approximately 166,400 square meters, a significant decrease from the prior year, primarily concentrated in Shantou, Gongyi, and Yangjiang projects Property Sales and Delivered Area by Project | Project Name | 2025 Sales (Million HKD) | 2024 Sales (Million HKD) | 2025 Delivered Area (sqm) | 2024 Delivered Area (sqm) | | :--- | :--- | :--- | :--- | :--- | | Ningxiang Agile Ziyunfu | 5 | 188 | 2,200 | 40,300 | | Gongyi Agile Jinxiuyuanzhu | 328 | 487 | 50,500 | 64,500 | | Yangjiang Agile Dongyuefu | 168 | 263 | 29,700 | 45,400 | | Yongzhou Agile Jinyuefu | 51 | 401 | 10,600 | 73,900 | | Shantou Agile Jinglongwan | 789 | 748 | 73,400 | 58,100 | | Total | 1,341 | 2,087 | 166,400 | 282,200 | [Contracted Sales](index=18&type=section&id=Contracted%20Sales) Total equity contracted sales for the year were approximately RMB688 million, with a sold area of approximately 86,500 square meters and an average selling price of approximately RMB7,900 per square meter, all lower than the prior year Equity Contracted Sales by Project | Project Name | 2025 Sales (Million RMB) | 2024 Sales (Million RMB) | 2025 Sold Area (sqm) | 2024 Sold Area (sqm) | | :--- | :--- | :--- | :--- | :--- | | Ningxiang Agile Ziyunfu | 6 | 14 | 1,600 | 3,800 | | Gongyi Agile Jinxiuyuanzhu | 131 | 260 | 21,800 | 36,500 | | Yangjiang Agile Dongyuefu | 100 | 116 | 18,900 | 21,800 | | Shantou Agile Jinglongwan | 388 | 367 | 32,400 | 29,600 | | Yongzhou Agile Jinyuefu | 46 | 81 | 9,800 | 16,000 | | Total | 688 | 886 | 86,500 | 110,500 | [Properties Under Development](index=19&type=section&id=Properties%20Under%20Development) As of March 31, 2025, the attributable gross floor area of properties under development was approximately 318,800 square meters, nearly halved from the prior year, mainly due to the completion of the Nanning project sale Attributable Gross Floor Area of Properties Under Development | Location | 2025 GFA (sqm) | 2024 GFA (sqm) | | :--- | :--- | :--- | | Ningxiang, Hunan | 20,100 | 24,500 | | Gongyi, Henan | 48,200 | 89,400 | | Yangjiang, Guangdong | 56,700 | 95,900 | | Nanning, Guangxi* | – | 115,000 | | Shantou, Guangdong | 147,900 | 244,100 | | Yongzhou, Hunan | 45,900 | 48,800 | | Total | 318,800 | 617,700 | [Properties Held for Sale](index=19&type=section&id=Properties%20Held%20for%20Sale) Approximately 193,600 square meters of properties were certified as completed during the year, bringing the total available for sale to approximately 268,000 square meters, with 101,600 square meters remaining at year-end - Approximately **193,600 square meters** of properties were completed during the year, with approximately **101,600 square meters** of properties held for sale remaining at year-end[34](index=34&type=chunk) [Land Bank](index=20&type=section&id=Land%20Bank) As of March 31, 2025, the Group's attributable gross floor area of land bank was approximately 69,300 square meters, primarily located in Yongzhou, Hunan Attributable Gross Floor Area of Land Bank | Location | 2025 GFA (sqm) | 2024 GFA (sqm) | | :--- | :--- | :--- | | Gongyi, Henan | – | 3,100 | | Yongzhou, Hunan | 69,300 | 69,300 | | Total | 69,300 | 72,400 | [Emerson Operations](index=20&type=section&id=Emerson%20Operations) Emerson's revenue increased by approximately 18% to HK$84 million, driven by higher demand for audio-visual and household products, but segment loss widened to HK$36 million due to increased costs - Emerson business revenue increased by **18% to HK$84 million**, primarily due to increased consumer demand for audio-visual and household products[36](index=36&type=chunk) - Emerson segment loss expanded from **HK$26 million to HK$36 million**, as the increase in costs and expenses was commensurate with revenue growth[36](index=36&type=chunk) [China Home Appliances Business](index=20&type=section&id=China%20Home%20Appliances%20Business) Affected by the adjustment in China's real estate market, demand for home appliances, wires, and cables decreased, leading to a 64% year-on-year revenue decline to HK$26 million and a segment profit reduction to HK$1 million - China Home Appliances business revenue decreased by **64% to HK$26 million**, primarily impacted by the sluggish real estate market in China[37](index=37&type=chunk) - The segment profit for this business decreased from **HK$6 million to HK$1 million**[37](index=37&type=chunk) [Profit Attributable to Owners](index=20&type=section&id=Profit%20Attributable%20to%20Owners) Profit attributable to owners of the Company significantly decreased to approximately HK$1 million for the year, with core profit (excluding non-recurring items) also substantially lower than the prior year Profit Attributable to Owners for the Year | Metric | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Profit attributable to owners for the year | 1 | 132 | | Core profit attributable to owners (excluding non-recurring items) | 24 | 166 | [Business Outlook](index=21&type=section&id=Business%20Outlook) The company expects China's real estate market to recover, focusing on existing projects, accelerating sales, ensuring cash flow, and mitigating international trade barriers - The central government's work report emphasizes "sustained efforts to promote the stabilization and recovery of the real estate market," anticipating market recovery opportunities[40](index=40&type=chunk) - The Group will focus on its property development business, adhere to market orientation, concentrate on existing project development and delivery, strengthen lean management, accelerate sales collection, and ensure the safety of operating cash flow[40](index=40&type=chunk) - The Group will cautiously monitor the land market for suitable investment opportunities and explore other opportunities extending from the real estate industry[40](index=40&type=chunk) - The China Home Appliances business will actively increase orders and optimize cost reduction and efficiency improvement; the Emerson business will mitigate international trade barrier impacts through flexible pricing, supply chain adjustments, and supplier diversification[40](index=40&type=chunk) [Financial Position and Management](index=22&type=section&id=Financial%20Position%20and%20Management) [Liquidity and Financial Resources](index=22&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's current ratio decreased to approximately 1.13, primarily due to an increase in amounts due to related parties within one year, while net cash position increased to HK$631 million Key Liquidity and Financial Resources Data | Metric | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Current ratio | 1.13 | 1.28 | | Cash and bank balances | 1,052 | 1,250 | | Restricted bank deposits | 820 | 955 | | Unutilised bank facilities | 426 | 427 | | Outstanding interest-bearing bank loans | 198 | 218 | | Net cash position | 631 | 483 | - The decrease in current ratio is primarily due to an increase in amounts due to related parties repayable within one year[41](index=41&type=chunk) - The effective interest rate for bank borrowings is approximately **4.2%**, denominated in RMB, with rates fluctuating based on the People's Bank of China benchmark rates[42](index=42&type=chunk) [Contingent Liabilities](index=23&type=section&id=Contingent%20Liabilities) Contingent liabilities include HK$1,728 million in mortgage loan guarantees for property buyers and several legal cases, for which no provision is deemed necessary - The Group provides guarantees to banks for property buyers amounting to approximately **HK$1,728 million**, a decrease from **HK$1,914 million** in the prior year[44](index=44&type=chunk) - The Directors believe that the fair value of financial guarantee contracts is not significant, and the likelihood of default is remote, thus no provision is required[44](index=44&type=chunk) [Guarantees](index=23&type=section&id=Guarantees) The Group provides mortgage loan guarantees to banks for property buyers, totaling approximately HK$1,728 million, which will be released upon the banks receiving property ownership certificates - The Group provides guarantees to banks of approximately **HK$1,728 million**, up to **80%** of the mortgage loans[44](index=44&type=chunk) - The guarantees will be released upon the banks receiving the property ownership certificates of the relevant properties from the customers as collateral[44](index=44&type=chunk) [Legal Cases](index=23&type=section&id=Legal%20Cases) The company is involved in several outstanding legal cases, including indemnification liabilities related to former provisional liquidators and litigation, and a judgment for trademark infringement against Emerson, for which directors believe no provision is required - The company is required to indemnify former provisional liquidators for fees and expenses, and indemnify Mr. Fok Hei Yu and FTI Consulting (Hong Kong) Limited for defense costs in HCA 92/2014 litigation[45](index=45&type=chunk)[46](index=46&type=chunk) - Emerson was awarded approximately **HK$81 million** in damages in a trademark infringement lawsuit, but the defendant has filed for bankruptcy, and the outcome of the appeal for the return of the deposit is uncertain[48](index=48&type=chunk) - The Directors believe that no provision is required for any of the above matters[47](index=47&type=chunk) [Capital Commitments](index=25&type=section&id=Capital%20Commitments) As of March 31, 2025, the Group's contracted but unprovided capital commitments for properties under development amounted to HK$560 million, a significant decrease from the prior year Capital Commitments | Metric | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Contracted but unprovided capital commitments for properties under development | 560 | 1,408 | [Pledge of Group Assets](index=25&type=section&id=Pledge%20of%20Group%20Assets) As of March 31, 2025, the Group had pledged properties under development with a total carrying amount of HK$7 million to secure bank borrowings - Properties under development with a total carrying amount of **HK$7 million** were pledged to secure bank borrowings[51](index=51&type=chunk) [Treasury Policy](index=25&type=section&id=Treasury%20Policy) The Group's revenue is primarily denominated in USD and RMB, with RMB transactions exposing the Group to foreign currency risk, which is managed through natural hedging and close monitoring - The Group faces foreign currency risk in transactions denominated in RMB, primarily offset through natural hedging[52](index=52&type=chunk) - The Group does not engage in speculative trading of derivative financial instruments but may consider currency swaps for hedging purposes[52](index=52&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries and Associates](index=25&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Associates) During the year, the company completed the disposal of its indirect wholly-owned subsidiary, Guangzhou Ruihua Property Development Co., Ltd., for RMB12 million, with no other significant acquisitions or disposals - The disposal of the entire equity interest in Guangzhou Ruihua Property Development Co., Ltd. for **RMB12 million** was completed in May 2024[53](index=53&type=chunk) - This disposal constituted a connected transaction but was exempt from the independent shareholders' approval requirement[53](index=53&type=chunk) [Subsequent Events After the Reporting Period](index=26&type=section&id=Subsequent%20Events%20After%20the%20Reporting%20Period) As of the date of this announcement, no significant events have occurred subsequent to the reporting period, other than those already disclosed - As of the date of this announcement, no significant events have occurred subsequent to the reporting period, other than those already disclosed[55](index=55&type=chunk) [Material Investments](index=26&type=section&id=Material%20Investments) The Group did not make any material new investments during the current year - The Group did not make any material new investments during the current year[56](index=56&type=chunk) [Future Plans for Material Investments and Capital Assets](index=26&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) The Group has not formulated any definite plans for material investments or capital assets for the next twelve months - The Group has not formulated any definite plans for material investments or capital assets for the next twelve months[57](index=57&type=chunk) [Corporate Governance and Other Information](index=26&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Employees and Remuneration Policy](index=26&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had 73 employees, a decrease from the prior year, with staff costs (including directors' emoluments) of approximately HK$44 million Employee Count and Remuneration | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of employees | 73 | 101 | | Staff costs (including directors' emoluments) (Million HKD) | 44 | 42 | - Remuneration policy is based on industry practice, employee performance, and experience, with discretionary bonuses potentially awarded[58](index=58&type=chunk) [Annual General Meeting](index=26&type=section&id=Annual%20General%20Meeting) The Annual General Meeting of the Company will be held on August 29, 2025 - The Annual General Meeting of the Company will be held on **August 29, 2025**[59](index=59&type=chunk) [Closure of Register of Members](index=27&type=section&id=Closure%20of%20Register%20of%20Members) Share transfer registration will be suspended from August 25 to 29, 2025, to determine shareholder eligibility for the 2025 Annual General Meeting - The register of members will be closed from **August 25 to August 29, 2025**, to determine shareholders' eligibility to attend and vote at the Annual General Meeting[60](index=60&type=chunk) [Purchase, Sale or Redemption of Shares](index=27&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Shares) During the year, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and no treasury shares were held - During the year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[61](index=61&type=chunk) - As of March 31, 2025, the company did not hold any treasury shares[61](index=61&type=chunk) [Corporate Governance Code](index=27&type=section&id=Corporate%20Governance%20Code) The company complied with the Corporate Governance Code, except for the combined roles of Chairman and CEO, which the Board believes provides strong leadership - The company has complied with all principles and code provisions of the Corporate Governance Code, except for code provision C.2.1 (Chairman and Chief Executive Officer roles held by the same person)[62](index=62&type=chunk)[63](index=63&type=chunk) - The Board believes that the combined roles of Chairman and Chief Executive Officer provide strong and consistent leadership, with independent non-executive directors carefully scrutinizing key decisions[63](index=63&type=chunk) [Standard of Dealings in Securities by Directors](index=28&type=section&id=Standard%20of%20Dealings%20in%20Securities%20by%20Directors) All Directors have confirmed their compliance with the Standard Code for Securities Transactions by Directors of Listed Issuers throughout the current year - All Directors have confirmed their compliance with the Standard Code for Securities Transactions by Directors of Listed Issuers throughout the current year[64](index=64&type=chunk) [Review of Accounts](index=28&type=section&id=Review%20of%20Accounts) The company's Audit Committee has reviewed the Group's consolidated financial statements for the current year, including accounting principles and practices - The company's Audit Committee has reviewed the Group's consolidated financial statements for the current year[65](index=65&type=chunk) [Scope of Work of ZHONGHUI ANDA CPA Limited](index=28&type=section&id=Scope%20of%20Work%20of%20ZHONGHUI%20ANDA%20CPA%20Limited) The auditor reconciled financial figures in this announcement with audited statements but did not issue an audit opinion, as this work does not constitute an audit - The auditor has reconciled the financial figures contained in this announcement with the audited consolidated financial statements but has not issued any audit opinion[66](index=66&type=chunk) [Publication of Financial Information](index=29&type=section&id=Publication%20of%20Financial%20Information) This results announcement has been published on the HKEX website and the company's website, with the annual report to be dispatched to shareholders upon request and available online - This results announcement has been published on the HKEX website and the company's website[67](index=67&type=chunk) - The annual report for the current year will be dispatched to shareholders in due course (upon request only) and will be available on the website[67](index=67&type=chunk)

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]

Corporate Governance and Leadership - Tan Bingzhao, aged 60, has been the Executive Director, Chairman of the Board, and CEO since December 2, 2017, and has extensive experience in property development and investment in China[25] - Deng Xiangping, aged 60, has been an Executive Director since December 2, 2017, with extensive experience in the real estate development and construction industry[26] - Yan Guohao, aged 38, was appointed as an Executive Director on March 31, 2023, with extensive experience in the real estate development industry[27] - Hu Desheng, aged 58, was appointed as an Executive Director on March 20, 2024, with extensive experience in real estate development and cultural tourism industries[28] - Dr. Lin Jinying, aged 61, has been an Independent Non-Executive Director since December 2, 2017, and holds a Ph.D. in Food Engineering from South China University of Technology[30] - Dr. Lu Zhenghua, aged 61, has been an Independent Non-Executive Director since December 2, 2017, and is a non-practicing member of the Chinese Institute of Certified Public Accountants[31] - Dr. Ye Hengqing, aged 52, has been an Independent Non-Executive Director since December 2, 2017, and is a professor at the Hong Kong Polytechnic University[33] Financial Performance and Revenue - Revenue from China property development increased from HKD 393 million to HKD 2,087 million, a 431% increase, with delivery area rising from 70,300 sqm to 282,200 sqm[66][72] - The company recorded a total revenue of HKD 2,230 million, a 285% increase compared to the previous year, primarily driven by property development sales[71] - China property development segment contributed a profit of HKD 183 million after deducting impairment losses on properties under development and completed properties held for sale[66] - Emerson's revenue increased by 29% from HKD 55 million to HKD 71 million, driven by higher demand for audio and home products, though the segment recorded a loss of HKD 26 million[67][71] - The company achieved a net profit attributable to owners of HKD 132 million, compared to a net loss of HKD 87 million in the previous year[71] - Contract sales for the year amounted to RMB 886 million, with 110,500 sqm sold at an average price of RMB 8,000 per sqm, down from RMB 1,728 million and 201,900 sqm in the previous year[86] - The company completed the sale of the Ningbo project in May 2023, recording a gain of HKD 28 million[71] - Other income of HKD 24 million was recognized from the settlement of an Emerson-related lawsuit[71] Business Operations and Strategy - The company's main business is investment holding, with the main businesses of its subsidiaries detailed in Note 40 of the consolidated financial statements[37] - The company's land reserve at the end of the year remained stable at 72,400 sqm of gross floor area and 55,400 sqm of saleable area[79] - The company plans to focus on existing property development projects, strengthen cost control, and expand distribution channels for Emerson in the US[68][69] Corporate Social Responsibility and Agreements - No charitable donations were made by the company during the year (Corresponding year: none)[22] - No stock-linked agreements were entered into by the company during the year or the corresponding year, and none were in place as of March 31, 2024, or March 31, 2023[22]

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].

持作出售之物業 | --- | --- | --- | --- | --- | |----------|-----------------------|---------------------------------|-----------------------|-------------------------------| | | 二零二三年 | 權益建築面積約數 \n二零二三年 | 二零二三年 | 權益可售面積約數 \n二零二三年 | | 位置 | 九月三十日 （平方米） | 三月三十一日 （平方米） | 九月三十日 （平方米） | 三月三十一日 （平方米） | | 河南鞏義 | 3,100 | 3,100 | – | – | | 湖南永州 | 69,300 | 69,300 | 55,400 | 55,400 | | 總計 | 72,400 | 72,400 | 55,400 | 55,400 | 中國家用電器業務 業務前景 就Emerson的營運而言，本集團預期將持續擴展現有及新分銷渠道，開發全新產品並向美 國零售商推廣。本集團還預計美國對本公司從中國進口的產品類別徵收的當前和擬議關 稅，中國對 ...

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].

Shareholding Structure - The company reported a total of 439,180,000 shares owned by Merchant Link Holdings Limited and Rise Vision Global Limited, each holding 219,590,000 shares[11]. - Sino Bright holds 23,463,423 shares, representing approximately 0.42% of the total issued share capital of the company[14]. - LEHD is deemed to have an interest in 1,428,769,939 shares, as it is the trustee of The Ho Family Trust Limited, which holds shares in Barrican, McVitie, and Sino Bright[26]. Financial Performance - The group recorded revenue of HKD 579 million for the year, an increase of approximately 37% compared to HKD 423 million in the previous year, primarily driven by the property development business in China[104]. - The group reported a loss attributable to shareholders of HKD 87 million, a reduction of about 10% from the loss of HKD 97 million in the previous year[104]. - The property development segment incurred a loss of HKD 33 million, an improvement from a loss of HKD 52 million in the previous year, due to initial revenue recognition from the Yangjiang project[115]. - The group recognized an impairment loss of HKD 94 million for a property development project in Nanning due to adverse market conditions, compared to no impairment in the previous year[115]. - Revenue from the home appliance and cable business in China decreased from HKD 164 million to HKD 131 million, representing a decline of approximately 20%[113]. - The group aims to maintain stable cash flow through ongoing sales performance and project development amid a challenging market environment[121]. - The company reported a loss for the year, with financial details available in the consolidated financial statements from pages 60 to 139[185]. Corporate Governance - The company has established a balanced board of executive and non-executive directors to prevent any individual or small group from dominating decision-making processes[36]. - The chairman and CEO roles have been held by the same individual, but the board is open to appointing a different person as CEO if a suitable candidate is found[33]. - The company has adhered to the corporate governance principles, emphasizing the importance of an effective board responsible for the company's success and shareholder value[55]. - The board of directors consists of seven members, including three independent non-executive directors, ensuring compliance with listing regulations[50][51]. - The board held five meetings during the year, with attendance records documented for transparency[67]. - All directors confirmed compliance with the standard code of conduct throughout the year, reflecting adherence to governance standards[63]. - The company has implemented a comprehensive onboarding training program for newly appointed directors to ensure awareness of their responsibilities under listing rules[61]. - The company has maintained a clear process for the appointment, re-election, and removal of directors, ensuring governance integrity[52]. - The company has purchased appropriate insurance for directors and senior officers to mitigate risks associated with their roles[64]. - The company has committed to regular professional development courses for directors to keep them updated on relevant laws and regulations[69]. - The board members' attendance at meetings reflects a commitment to governance, with all members present at the meetings held during the year[87]. - The board confirmed compliance with all principles and provisions of the corporate governance code for the year, except for the exceptions noted in the report[86]. Committees and Remuneration - The company has established three board committees: the nomination committee, remuneration committee, and audit committee, each with clearly defined powers and responsibilities[88]. - The remuneration committee reviewed and deemed the senior management's compensation reasonable, with no share option plans requiring approval under the listing rules[79]. - The remuneration committee's responsibilities include evaluating and recommending compensation policies for directors and senior management, ensuring competitive and attractive overall benefits[93]. - The nomination committee conducted a meeting to approve the appointment of two new executive directors, ensuring a robust succession planning process[90]. Market and Operational Insights - The group’s equity contract sales amounted to approximately RMB 1.728 billion, with an average selling price of approximately RMB 8,600 per square meter, compared to RMB 1.923 billion and RMB 8,700 per square meter in the previous year[118]. - The company actively responded to government policies aimed at stabilizing the real estate market, adjusting development and sales plans accordingly[121]. - The company anticipates stable development in the home appliance business as the Chinese real estate market gradually recovers and the impact of COVID-19 fully dissipates[139]. - The company plans to continue focusing on existing project development and strengthen lean management to ensure cash flow safety and achieve stable, high-quality sustainable development[139]. Financial Position and Debt - The company has cash and bank balances of HKD 1,698 million as of March 31, 2023, an increase from HKD 1,589 million a year earlier[155]. - The company's debt-to-equity ratio was approximately 1.54 times as of March 31, 2023, a significant decrease from 5.85 times a year earlier[156]. - The group had outstanding bank loans of HKD 551 million as of March 31, 2023, down from HKD 1,241 million the previous year[132]. - The company has provided guarantees to banks amounting to approximately HKD 1,919 million for mortgage loans as of March 31, 2023, compared to HKD 1,045 million a year earlier[151]. Legal and Compliance - The company has complied with applicable laws and regulations, including the Bermuda Companies Act and the Hong Kong Companies Ordinance[183]. - The company has not received any claims regarding costs, expenses, and charges as of the report date[165]. - The company is currently appealing the court's decision regarding the trademark case, with no guarantee of receiving the full court ruling[165]. - The court ruled in favor of Emerson in a trademark infringement lawsuit against Emerson Quiet Kool Co. Ltd. and Home Easy Ltd., awarding Emerson USD 6,500,000, of which USD 4,100,000 has been conditionally paid by the defendants[165]. Dividends and Reserves - No final dividend was recommended for the year, and no interim dividend was declared[186]. - There are no distributable reserves available for shareholders as of March 31, 2023, and March 31, 2022[191].

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].