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 的 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 份 內 容 而 產 生或因倚賴該等內容而引致的任何損失承擔任何責任。 內幕消息 盈利警告 Blue River Holdings Limited藍河控股有限公司（「本公司」，連同其附屬公司統 稱「 本集 團」）根 據香 港 聯合 交易 所 有限 公 司證 券上 市 規則 第13.09 (2) (a)條 及 證券及期貨條例（ 香港法例第571章）第XIVA部而作出本公告。 本公司董事局（「董事局」）謹此知會本公司股東（「股東」）與潛在投資者，根據 對本集團截至2024年9月30日止六個月（「該期間」）之未經審核綜合管理賬目 初稿及本公司其他現有可得資料而作出之初步審閱，本集團預期該期間將錄 得股東應佔虧損約1.23億港元，而2023年同期（「2023年同期」）之股東應佔虧 損約為8,200萬港元。 Blue River Holdings L ...

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的內容概不負責，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份內容而產生或因倚賴該等內容而引致 的任何損失承擔任何責任。 Blue River Holdings Limited 藍 河 控 股 有 限 公 司 （於百慕達註冊成立之有限公司） （股份代號：498） 董事局會議召開日期 於本公告日期，董事局由下列本公司董事組成： 執行董事： 鄺啟成 (主席兼總裁 柯偉俊 余仲良 獨立非執行董事： ) William GILES 藍章華 Blue River Holdings Limited 藍河控股有限公司（「本公司」）之董事局（「董事局」） 謹此宣佈，本公司將於2024年11月29日（星期五）舉行董事局會議，藉以 （其中包括） 批准刊發本公司及其附屬公司截至2024年9月30日止六個月之中期業績，以及考慮派發 中期股息（如有）。 承董事局命 Blue River Holdings Limited 藍河控股有限公司 公司秘書 何詩雅 香港，2024年11月18日 ...

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 的 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 份 內 容 而 產 生或因倚賴該等內容而引致的任何損失承擔任何責任。 Blue River Holdings Limited 藍 河 控 股 有 限 公 司 （ 於百慕達註冊成立之有限公司） （股份代號：498） 有關 出售物業的 主要交易 出售事項 於2024年11月15日（ 交易時段後），賣方（ 本公司之間接全資附屬公司）、買 方與代理訂立臨時買賣協議，據此，賣方有條件同意出售而買方有條件同 意按代價購買該物業。 上市規則之涵義 由 於 上 市 規 則 第 14.07 條 項 下 有 關 出 售 事 項 之 適 用 百 分 比 率 之 最 高 者 超 過 25% 但 低 於 75% ， 出 售 事 項 構 成 上 市 規 則 第 十 四 章 項 下 之 本 公 司 主 要 交 易，因此須遵守上市規則第十四章項下之申報、公告及股東批准規 ...

Financial Performance - For the year ended 31 March 2024, the Group recorded a consolidated revenue of approximately HK$62 million, a decrease of 19.48% from HK$77 million in 2023[2]. - The net loss attributable to the owners of the Company was about HK$265 million, significantly improved from a loss of HK$605 million in 2023, resulting in basic and diluted losses per share of HK25.5 cents[2]. - Equity attributable to the owners of the Company decreased by 31% to approximately HK$933 million, down from HK$1,353 million in 2023, equating to HK$0.90 per share[2]. - The Group reported a loss of approximately HK$263 million for the year, compared to a loss of HK$142 million in 2023[20]. - The Group's investment in Maxlord resulted in a loss of approximately HK$35 million, a decline from a profit of HK$13 million in 2023[15]. - The Group shared a loss of approximately HK$32 million from its investment in Golden Thread, down from a profit of HK$20 million in 2023[15]. - The Group's equity investments in associates led to a loss of approximately HK$141 million, compared to a profit of HK$10 million in 2023[15]. Segment Performance - The continuing property business in Hong Kong recorded a segment loss of approximately HK$32 million, compared to a loss of HK$6 million in 2023, primarily due to fair value changes of investment properties[14]. - The financial services business recorded a segment loss of approximately HK$204 million, a decline from a profit of HK$41 million in 2023, mainly due to losses from investee associates[14]. - Direct loan financing business contributed revenue of approximately HK$9 million, up from HK$6 million in 2023, with new revolving loans of HK$295 million fully repaid[14]. Investments - The Group's investments in listed equity instruments not held for trading amounted to approximately HK$129 million, an increase from HK$90 million in 2023[14]. - The Group's 9.9% equity interest in Jiangsu Yangkou Port Development and Investment Co. Ltd. did not contribute any dividend income for the year, compared to HK$3 million in 2023[10]. - The Group's investment in Oshidori was measured at fair value of approximately HK$88 million, representing about 9% of the total assets of the Group[16]. - The cumulative unrealized fair value loss on the investment in Oshidori amounted to approximately HK$42 million[16]. Assets and Liabilities - As of March 31, 2024, the Group's total assets decreased by 50% to approximately HK$976 million from HK$1.949 billion in 2023[24]. - The Group's net current liabilities were approximately HK$1 million, a significant drop from net current assets of HK$227 million in 2023[24]. - The Group's total borrowings decreased to approximately HK$16 million from HK$535 million in 2023, resulting in a gearing ratio of 0.02 compared to 0.40 in the previous year[25]. - Cash, bank balances, and deposits as of March 31, 2024, amounted to approximately HK$20 million, a significant decrease from HK$774 million in 2023[25]. - The Group had no expenditure contracted for but not provided for in the consolidated financial statements as of March 31, 2024, compared to HK$9 million in 2023[25]. Corporate Governance - The Company has adopted a Board diversity policy to enhance corporate governance since June 2013[70]. - The Company has maintained high standards of corporate governance for the benefit of shareholders and stakeholders[79]. - All directors confirmed compliance with the Model Code during the year ended March 31, 2024[78]. - The Company has established a Code of Conduct since October 2009, with no reported non-compliance during the Reporting Period[84]. - The Company has a strong commitment to corporate governance practices, ensuring ethical conduct among all employees[79]. - The Company has a diverse board with independent non-executive directors appointed since 2022[75][81]. - The Audit Committee is chaired by an independent non-executive director with appropriate professional qualifications, ensuring rigorous financial oversight[106]. - The Company has established written guidelines for employees regarding securities trading to prevent insider trading, reinforcing its governance framework[104]. Risk Management - The Group's operations are significantly concentrated in China, which exposes it to risks from unfavorable changes in the PRC government's policies[54]. - The Group focuses on core business extension and development while conducting macro-research to mitigate strategic risks[54]. - The Group is subject to evolving PRC environmental, health, and safety laws, which may increase compliance challenges and costs[55]. - The legal team is actively assessing the impact of promulgated environmental, health, and safety laws on the Group's operations[56]. - The Group has established mechanisms to monitor changes in PRC government policies and their potential impacts[54]. - Financial risks are discussed in detail in the consolidated financial statements, specifically in Notes 39(b) and 39(c)[72]. - The company has engaged experts to provide professional advice on securities investments, reflecting a proactive approach to managing financial risks[100]. Board Structure and Meetings - The Board of Directors consists of five members, including two executive directors and three independent non-executive directors, ensuring a strong independent element for enhanced judgment[106]. - The Board will review the implementation and effectiveness of its oversight mechanisms annually[121]. - The Board meets at least 4 times a year to review financial performance, strategy, and operations[180]. - A total of 9 Board meetings were held during the reporting period[182]. - All Directors are required to retire by rotation at least once every three years and seek re-election at the annual general meeting[185]. - Directors must disclose their interests or potential conflicts of interest in proposed transactions at Board meetings[181]. - All newly appointed Directors receive a comprehensive induction to understand their duties and responsibilities[190]. - Training records for Directors and senior management are maintained for regular review by the Corporate Governance and Compliance Committee[191]. - Directors received training focused on their roles and duties in compliance with the Corporate Governance Code during the reporting period[195]. Management Changes - Mr. Kwong Kai Sing was appointed as the Managing Director effective from July 1, 2023, bringing extensive experience in banking and financial services[101]. - The company appointed Mr. Kuang as CEO and Chairman effective July 1, 2023, following Mr. Tschirner's resignation[139]. - Mr. Kwong has been appointed as both Chairman and Managing Director effective from July 1, 2023, following the resignation of Mr. Tschirner[119]. - Mr. William Nicholas Giles has over thirty years of experience in commercial litigation and regulatory investigations, contributing valuable expertise to the board[90].

Financial Performance - The company reported a revenue of HKD 61,970,000 for the year ending March 31, 2024, down from HKD 77,094,000 in 2023, indicating a decrease of about 19.6%[7][8] - Total revenue for the year ended March 31, 2024, was HKD 5,354,512 thousand, a decrease from HKD 5,277,418 thousand in 2023[31] - The company reported a loss before tax of HKD 263,661 thousand for 2024, compared to a loss of HKD 141,704 thousand in 2023, indicating a significant increase in losses[33] - The gross profit for the year was HKD 23,784 thousand, up from HKD 18,098 thousand in the previous year, reflecting improved margins despite lower revenue[33] - The company reported a loss of HKD 263,310,000 for the year ending March 31, 2024, compared to a loss of HKD 709,005,000 in the previous year, indicating a significant improvement[42] - The total comprehensive loss for the year was HKD 417,265,000, down from HKD 871,265,000 in the previous year[42] - The financial services segment reported a net loss of approximately HKD 204 million, a significant decline from a profit of HKD 41 million in the previous year[93] - The company recorded a significant impairment loss of approximately HKD 31 million on receivables from a liquidated subsidiary, compared to HKD 3 million in 2023, indicating a substantial increase in impairment[156] Assets and Liabilities - As of March 31, 2024, total assets decreased to HKD 976,062,000 from HKD 1,948,856,000 in 2023, representing a decline of approximately 50%[1][2] - The company’s cash and bank balances significantly decreased to HKD 11,500,000 in 2024 from HKD 770,811,000 in 2023, a decline of approximately 98.5%[1] - The company’s liabilities decreased to HKD 49,762,000 in 2024 from HKD 605,291,000 in 2023, a reduction of about 91.8%[14] - The company’s net current liabilities stood at HKD (1,488,000) in 2024, a significant change from HKD 226,880,000 in 2023[1] - The company’s current liabilities exceeded its current assets by HKD 1,488,000 as of March 31, 2024[53] - The company’s bank and other borrowings were approximately HKD 16 million as of March 31, 2024, significantly reduced from HKD 535 million in 2023[119] - The capital debt ratio decreased to 0.02 from 0.40, calculated based on total borrowings of approximately HKD 16 million and shareholder equity of about HKD 933 million[119] Revenue Streams - The company’s rental income from investment properties was HKD 1,800,000 in 2024, compared to no rental income reported in 2023[7] - Revenue from continuing operations in the port and logistics segment was HKD 51,468,000, contributing to a total revenue of HKD 61,970,000 for the year[57] - The port and logistics segment reported assets of HKD 47,843,000 in 2024, down from HKD 169,540,000 in 2023, indicating a decrease of approximately 71.8%[14] - The company generated other income of HKD 149 thousand in 2024, a significant drop from HKD 3,862 thousand in 2023, reflecting challenges in ancillary revenue streams[33] Strategic Initiatives - The company plans to continue focusing on gas distribution and logistics operations, real estate investment, and financial services in the future[3] - The company plans to invest approximately RMB 4 billion in the development of new LNG storage and terminal facilities in Hubei Province, China, to meet local demand[86] - The company aims to leverage the current downturn in the Hong Kong property market to capitalize on future growth potential[89] - The company has adopted a strategic review of its assets to enhance operational efficiency and investment returns, focusing on divesting underperforming investments[116] Employee and Operational Changes - The company employed a total of 100 full-time employees as of March 31, 2024, down from 150 in 2023[80] - The company did not engage in any capital raising activities during the year, with a total of 1,040,946,114 shares issued as of March 31, 2024[78] Discontinued Operations - The company ended its engineering business and property operations in China, resulting in a loss of approximately HKD 567 million from discontinued operations for the year[106] - The company reported a loss from discontinued operations of HKD 566,867 thousand in 2023, which was not present in 2024, suggesting a strategic shift[33] - The total loss from discontinued operations after tax was HKD 566,867, with the attributable loss to the company's owners being HKD 460,907[131] Market Conditions and Challenges - The sales volume of compressed natural gas decreased by 17% to approximately 11.8 million cubic meters due to the promotion of electric vehicles in Wuhan[84] - The company faced challenges in securing co-investors for its LNG projects due to a difficult operating environment[86] - The company has encountered setbacks in attracting co-investors for its LPG and LNG businesses due to market conditions[86] Shareholder Value - The company’s equity attributable to owners decreased to HKD 933,329 thousand in 2024 from HKD 1,352,547 thousand in 2023, indicating a decline in shareholder value[38] - The net asset value attributable to equity holders was approximately HKD 1.79 billion, with non-controlling interests of HKD 761 million[153] - The company reported a net loss attributable to shareholders of approximately HKD 265 million for the year, a decrease from HKD 605 million in 2023, representing a reduction of about 56%[107]

Financial Performance - For the six months ended September 30, 2023, Blue River Holdings Limited recorded consolidated revenue of approximately HK$39 million, a decrease of 9.3% from HK$43 million in 2022[18]. - The gross profit for the same period was approximately HK$17 million, significantly up from HK$6 million in 2022, indicating a gross margin improvement[18]. - The Group reported a loss before taxation from continuing operations of approximately HK$82 million, compared to a loss of HK$43 million in 2022, reflecting a deterioration in financial performance[18]. - The Group's overall loss for the period from continuing operations was approximately HK$82 million, compared to HK$44 million in the previous year, indicating a worsening financial outlook[22]. - The net loss attributable to the owners of the Company was approximately HK$82 million, a decrease from HK$169 million in 2022, with a basic loss per share of HK7.9 cents compared to HK15.3 cents in the previous year[24]. - The loss for the period ended 30 September 2023 was HK$81,779,000, a significant improvement compared to a loss of HK$219,919,000 for the same period in 2022, representing a reduction of approximately 63.1%[164]. - The total comprehensive income for the period ended September 30, 2023, is a loss of HK$101,789,000, compared to a loss of HK$352,555,000 for the same period in 2022, indicating an improvement in performance[172]. Segment Performance - The ports and logistics segment incurred a net loss of approximately HK$6 million, while the property segment recorded a net loss of approximately HK$13 million, reversing from a gain of HK$2 million in the previous year[20]. - The financial services segment experienced a net loss of approximately HK$21 million, compared to a gain of HK$22 million in 2022, highlighting challenges in this area[20]. - The Group's continuing property business in Hong Kong recorded a segment loss of approximately HK$13 million for the period, compared to a profit of HK$2 million in 2022, primarily due to fair value losses on investment properties[43][46]. - The liquefied petroleum gas (LPG) and compressed natural gas (CNG) distribution and logistics businesses recorded a segment loss of approximately HK$6 million, with CNG sales decreasing by 20% to approximately 6.8 million m³ compared to 8.5 million m³ in the previous period[31]. - The securities segment reported a segment loss of approximately HK$0.01 million, a significant improvement from a loss of HK$0.7 million in 2022, with investments in listed equity instruments not held for trading amounting to approximately HK$196 million as of September 30, 2023[44][47]. Assets and Liabilities - The Group's total assets decreased by 28% to approximately HK$1,399 million as of September 30, 2023, down from HK$1,949 million as of March 31, 2023, primarily due to cash utilization for debt repayment[28]. - Net current liabilities amounted to approximately HK$62 million, a shift from net current assets of HK$227 million as of March 31, 2023, resulting in a current ratio of 0.58 times, down from 1.38 times[28]. - Equity attributable to owners of the Company decreased by 8% to approximately HK$1,251 million, equating to HK$1.2 per share, down from HK$1.3 per share as of March 31, 2023[28]. - The Group's bank and other borrowings decreased to approximately HK$89 million from HK$535 million as of March 31, 2023, with a gearing ratio of 0.07[75]. - Cash, bank balances, and deposits as of September 30, 2023, totaled approximately HK$42 million, down from HK$774 million as of March 31, 2023[76]. Operational Costs - Corporate and other expenses, including impairment losses, totaled approximately HK$59 million, up from HK$41 million in the previous year, indicating increased operational costs[20]. - Administrative expenses rose to HK$54,581,000, up from HK$47,612,000, indicating increased operational costs[161]. Investments and Financing - The Group's share of results from associates turned from a profit of approximately HK$25 million in the last period to a loss of approximately HK$36 million in the current period[24]. - The Group's share of loss from associates amounted to approximately HK$34 million, indicating significant investment losses during the period[57]. - The Group's investment in Maxlord Enterprises Limited contributed a profit share of approximately HK$2 million, down from HK$7 million in 2022[51][54]. - The Group's investment in Golden Thread Investments Limited contributed a profit share of approximately HK$2 million, a decrease from HK$18 million in 2022[52][55]. - The Group has entered into a conditional sale and purchase agreement for the disposal of its holding companies of the Yangkou Port Co interest, pending fulfillment of certain conditions[38][40]. Strategic Focus - Blue River Holdings Limited continues to focus on its core operations in ports, infrastructure, and logistics, while managing financial challenges and operational costs[17]. - The Group plans to explore business opportunities in the financial services sector through partnerships to create a stable income stream[58]. - The Board is conducting strategic reviews to divest inefficient investments, aiming to enhance operational efficiency and investment returns[70]. Shareholder Information - As of September 30, 2023, Mr. Kwong Kai Sing holds 93,003,200 shares, representing approximately 8.93% of the issued share capital of the Company[113]. - The total number of issued shares of the Company as of September 30, 2023 is 1,040,946,114 shares[113]. - The Board resolved not to declare any interim dividend for the six months ended September 30, 2023, consistent with the previous year[92]. Cash Flow - Net cash used in operating activities for the six months ended September 30, 2023, was HK$33,862,000, a significant improvement compared to HK$1,066,590,000 in the same period of 2022[174]. - The company reported a net cash decrease of HK$730,199,000 in cash and cash equivalents for the six months ended September 30, 2023, compared to a decrease of HK$254,367,000 in the prior year[175]. - The company repaid HK$532,487,000 in bank and other borrowings during the six months ended September 30, 2023, compared to HK$895,630,000 in the same period of 2022[175].

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的內容概不負責，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份內容而產 生或因倚賴該等內容而引致的任何損失承擔任何責任。 Blue River Holdings Limited 藍 河 控 股 有 限 公 司 （於百慕達註冊成立之有限公司） （股份代號：498） 截至2023年9月30日止六個月中期業績 Blue River Holdings Limited 藍河控股有限公司（「本公司」）之董事局（「董事局」）欣 然宣佈本公司及其附屬公司（「本集團」）截至2023年9月30日止六個月之未經審核綜合 中期業績。 ...

Financial Performance - For the year ended March 31, 2023, Blue River Holdings Limited recorded a consolidated revenue of approximately HK$77 million, down from HK$134 million in 2022[20]. - The net loss attributable to the owners of the Company was about HK$605 million, significantly improved from a loss of HK$1,629 million in 2022[20]. - Basic and diluted losses per share were both HK55.4 cents, compared to HK147.5 cents in the previous year[20]. - Equity attributable to the owners of the Company decreased by 37% to approximately HK$1,353 million, down from HK$2,160 million in 2022[20]. - As of March 31, 2023, the equity per share was HK$1.30, compared to HK$1.96 per share in 2022[20]. - For the year ended March 31, 2023, the Group recorded consolidated revenue of approximately HK$77 million, a decrease from HK$1.34 billion in 2022[22]. - The Group reported a net loss attributable to shareholders of approximately HK$605 million, compared to a loss of HK$1.629 billion in 2022, with a basic and diluted loss per share of HK$0.554[22]. - The Group's net loss attributable to the owners of the Company was approximately HK$605 million, compared to HK$1,629 million in 2022[133]. - The Group's basic loss per share was approximately HK55.4 cents, compared to HK147.5 cents in 2022[133]. - Total assets decreased by 82% to approximately HK$1,949 million as of March 31, 2023, compared to HK$11,126 million in 2022, primarily due to the deconsolidation of Paul Y. Engineering[134]. Discontinued Operations - The Group discontinued its engineering operation and property operation in the PRC during the year[20]. - Following the disposal of Paul Y. Engineering, the engineering business is classified as a discontinued operation of the Group[52]. - The discontinued operations recorded a loss of approximately HK$567 million, a decrease from HK$663 million in 2022[126]. Business Strategy and Future Outlook - Future strategies may include market expansion and new product development, although specific details were not disclosed in the report[19]. - The Company continues to focus on its core operations while managing its financial recovery[19]. - The Group will continue to explore opportunities to diversify and broaden its business and investment portfolio with a cautious and pragmatic approach[32]. - The Group aims to enhance overall corporate governance and maintain transparent communications with investors and stakeholders[26]. - The Group's strategy includes maximizing returns to shareholders through periodic strategic reviews of its assets[32]. - The Group is open to any business and investment opportunities that provide satisfactory returns, including construction and engineering[53]. - The Group will continue to pursue business opportunities in the financial services sector under a prudent credit strategy to ensure stable income streams[99]. Management and Governance - The Company appointed Kwong Kai Sing, Benny as Managing Director effective July 1, 2023[6]. - Mr. Kwong Kai Sing, Benny was appointed as the Managing Director effective from July 1, 2023, while concurrently serving as the Executive Chairman[197]. - The company has a strong governance structure with Mr. Kwong's diverse experience contributing to strategic decision-making[199]. - The leadership transition aims to strengthen the company's strategic direction and operational efficiency[197]. Segment Performance - Paul Y. Engineering contributed approximately HK$5.27 billion to segment revenue, down from HK$10.649 billion in 2022, and incurred a loss of approximately HK$383 million compared to a profit of HK$72 million in the previous year[37]. - The liquefied petroleum gas (LPG) and compressed natural gas (CNG) distribution and logistics businesses recorded a segment loss of approximately HK$69 million, a turnaround from a profit of HK$12 million in the previous year[56]. - The land and property development business in the PRC recorded a segment loss of approximately HK$154 million for the year, significantly improved from a loss of HK$859 million in 2022[82]. - The financial services business recorded a segment profit of approximately HK$41 million, compared to a loss of HK$26 million in 2022, primarily due to profit from investee associates[91]. Investments and Assets - The Group completed the disposal of its entire interests in Paul Y. Engineering and property businesses in China, which will provide more flexibility for future investment opportunities[25]. - The Group's investment in Yangkou Port Co is valued at approximately HK$83 million as of 31 March 2023, down from HK$119 million in 2022, reflecting an unrealised decrease in fair value of approximately HK$36 million[73]. - The Group's investments in listed equity instruments not held for trading amounted to approximately HK$90 million as of 31 March 2023, down from HK$129 million in 2022, with a decrease in fair value of approximately HK$39 million recognized[89]. - The Group acquired a 25% equity interest in Quality World Investments Limited for HK$44.5 million, which is engaged in property investment[105]. - The Group subscribed for approximately 24.64% equity interest in Hope Capital Limited for HK$75 million, which provides integrated financial services including securities brokerage[106]. Risk Management - A significant part of the Group's operations is conducted in China, which exposes it to risks from unfavorable changes in the political, social, economic, or tax policies of the Chinese government[185]. - The Group has established mechanisms to assess and monitor changes in the political and economic landscape in China to mitigate strategic risks[185]. - Environmental, health, and safety (EHS) regulations in China may bring additional compliance challenges and costs, impacting the Group's operations[187]. - The Group has identified and evaluated major risks, categorizing them into strategic, operational, and financial risks, and has developed measures to manage these risks[185]. Employee and Corporate Structure - The Group employed a total of 150 full-time employees as of March 31, 2023, a significant decrease from 2,647 employees in 2022[154]. - The total number of full-time employees as of March 31, 2023, is 150, a significant decrease from 2,647 in 2022, which included 2,187 employees from a subsidiary and 282 from discontinued operations in China[157].

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的內容概不負責，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份內而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Blue River Holdings Limited 藍 河 控 股 有 限 公 司 （於百慕達註冊成立之有限公司） （股份代號：498） 截至2023年3月31日止年度全年業績 Blue River Holdings Limited 藍河控股有限公司（「本公司」）之董事局（「董事局」）欣 然宣佈本公司及其附屬公司（「本集團」）截至2023年3月31日止年度之經審核綜合全年 業績。 ...

Company Overview - Blue River Holdings Limited is engaged in the development and operation of ports, infrastructure, gas distribution, and logistics facilities in the PRC[2]. - The company provides comprehensive engineering and property-related services through Paul Y. Engineering Group Limited and its subsidiaries[3]. - The company has a diverse portfolio including land and property development, securities trading, and financing-related services[2]. Governance and Management - The board of directors includes key executives such as Kwong Kai Sing, Benny (Chairman) and Marc Andreas Tschirner (Managing Director)[6]. - The company has appointed new independent non-executive directors effective from August 1, 2022, enhancing governance[6]. - The report outlines the company's commitment to corporate governance and compliance through various committees[9]. - The Audit Committee, comprising three independent non-executive directors, regularly reviews the Group's financial reporting process and internal controls[143]. - Mr. William Nicholas Giles was appointed as the chairman of the Corporate Governance and Compliance Committee and the Share Repurchase Committee effective September 28, 2022[187]. - Mr. Ma Ka Ki resigned as an INED and chairman of multiple committees effective September 28, 2022[187]. - The Company re-elected Mr. Yu and Mr. Lam as independent non-executive directors at the 2022 AGM held on September 15, 2022[188]. Financial Performance - The interim report for 2022/2023 includes a condensed consolidated income statement and financial position[5]. - For the six months ended September 30, 2022, the Group recorded a consolidated revenue of approximately HK$4,620 million, an increase of 0.8% from HK$4,583 million in 2021[19]. - The Group's gross profit for the same period was approximately HK$203 million, down 8.2% from HK$221 million in 2021[19]. - The loss before taxation was approximately HK$239 million, significantly reduced from HK$1,273 million in 2021[19]. - The net loss attributable to the owners of the Company was approximately HK$169 million, compared to HK$1,037 million in 2021, representing a decrease of 83.7%[22]. - Basic loss per share was approximately HK15.3 cents, a significant improvement from HK93.9 cents in 2021[22]. - Total assets decreased by 1% to approximately HK$11,010 million as of September 30, 2022, compared to HK$11,126 million as of March 31, 2022[29]. - Equity attributable to owners of the Company decreased by 13% to approximately HK$1,875 million, representing HK$1.70 per share as of September 30, 2022[29]. - The Group recorded a net exchange loss of approximately HK$17 million, compared to a gain of HK$4 million in 2021[21]. - Finance costs increased to approximately HK$39 million from HK$29 million in 2021[21]. Segment Performance - The Management Contracting division's revenue was approximately HK$4,556 million for the six months ended September 30, 2022, a decrease of approximately 29% from HK$6,400 million in the same period last year[35]. - The value of contracts on hand for the Management Contracting division increased to approximately HK$57,722 million as of September 30, 2022, compared to HK$52,597 million on March 31, 2022[35]. - New construction contracts secured by the Management Contracting division amounted to approximately HK$5,897 million, representing an increase of approximately 23% compared to HK$4,794 million for the same period last year[35]. - Revenue from the Property Development Management division was approximately HK$14 million for the six months ended September 30, 2022, up from HK$2 million in the same period last year[40]. - The value of contracts on hand for the Property Development Management division increased to approximately HK$663 million as of September 30, 2022, compared to HK$369 million on March 31, 2022[40]. - Minsheng Gas recorded a segment loss of approximately HK$8 million in its LPG and CNG distribution and logistics businesses, down from a profit of HK$4 million in 2021, primarily due to increased procurement costs that reduced gross profit from 30% to 12%[49]. - LPG sales decreased by 41% to approximately 1,000 tonnes, down from 1,700 tonnes in 2021, while CNG sales decreased by 16% to approximately 8.5 million m³, down from 10.1 million m³ in 2021[49]. Investment and Capital Management - The financial adviser for the company is Akron Corporate Finance Limited, indicating ongoing financial strategy support[12]. - The Group plans to initiate a two-phase development plan to construct new LNG storage tanks and berths to cater to domestic residential, transportation, and industrial demands, aiming to establish a regional storage and trans-shipment hub for LNG in Hubei Province[50]. - The Group is considering bringing in co-investors for the LNG project and had previously reached an agreement for a proposed capital injection of US$42.67 million (approximately HK$335 million) to acquire a 51% equity interest in Minsheng Gas, which is currently under renegotiation[54][55]. - The proposed capital injection was deemed a disposal of a material part of the Company's existing business, leading to restrictions under the Listing Rules of the Stock Exchange of Hong Kong[54]. - The Group's ownership interest in Polytec Holdings was diluted from 48.23% to 29.75% following a rights issue, prompting a reassessment of its investment position[46]. - The Group has agreed to sell its remaining 29.75% stake in Polytec Holdings for HK$300 million, viewed as a strategy to optimize resource allocation and enhance financial flexibility[46]. - The Group is exploring business opportunities in the financial services sector under a prudent credit strategy to ensure stable income streams[91]. Property and Asset Management - The property business recorded a segment loss of approximately HK$172 million for the period, a decrease from a loss of HK$380 million in 2021, primarily due to fair value changes and write-downs of properties[63]. - The investment in Yangkou Port Co was stated at fair value of approximately HK$98 million as of 30 September 2022, down from HK$119 million on 31 March 2022, reflecting an unrealised decrease of approximately HK$21 million[60]. - The net realisable value of certain stock of properties at Xiao Yangkou recorded a write-down of approximately HK$113 million for the period, compared to HK$68 million in 2021[70]. - The Group entered into a conditional agreement for the sale of its entire property business at Xiao Yangkou for a cash consideration of RMB 700 million, approved by shareholders on January 18, 2022[74]. - The completion of the Proposed Disposal I is subject to various conditions and has been extended to December 9, 2022[74]. - The Group's property business continues to face challenges due to the decline in market value of high-end resort properties, exacerbated by government financing measures[70]. Employee and Shareholder Information - As of September 30, 2022, the Group employed a total of 2,588 full-time employees, a decrease from 2,647 as of March 31, 2022[130]. - The Board has resolved not to declare any interim dividend for the six months ended September 30, 2022, consistent with the previous year[131]. - The Company did not purchase, sell, or redeem any of its listed securities during the reporting period[132]. - The Company has complied with the Corporate Governance Code throughout the six months ended September 30, 2022[133]. - There were no short positions held by any directors or the chief executive in the shares or underlying shares of the Company as of September 30, 2022[156]. - The remuneration packages for employees included salary and performance-based bonuses[130]. Market and Economic Conditions - The government of the PRC has committed to reducing carbon emissions and promoting clean energy, which presents growth opportunities for LNG infrastructure development[50]. - The Group's cautious approach to investment is aimed at mitigating risks associated with project financing and market conditions[54]. - The Group plans to divest its investments in the PRC property market to mitigate potential losses and enhance operational efficiency[106]. - The Group is exploring opportunities to diversify its business and investment portfolio by investing in businesses with optimistic prospects[107]. Financial Strategy and Risk Management - The Group adopted a more cautious approach in managing its direct loan financing business, with no new loans granted after settling a loan receivable of HK$20 million[84]. - No financial instruments were used for hedging purposes during the period, indicating a conservative approach to managing foreign exchange risks[120]. - The Group's borrowings included approximately HK$1,294 million at floating rates and HK$105 million at fixed rates, with a significant portion denominated in Renminbi[113].