| 股份、認股權證及權利的修改 | 11 | | --- | --- | | 股東登記冊及股票 | 16 | | 留置權 | 18 | | 催繳股款 | 19 | | 股份的轉讓 | 21 | | 股份的轉傳 | 23 | | 股份的沒收 | 24 | | 股東大會 | 26 | | 股東大會的議事程序 | 27 | | 股東的投票 | 31 | | 委任代表及法團代表 | 32 | | 註冊辦事處 | 36 | | 董事會 | 36 | | 董事的委任與輪任 | 43 | | 借貸權力 | 45 | | 董事總經理等 | 46 | | 管理 | 46 | | 經理 | 47 | | 主席及其他高級人員 | 47 | | 董事議事程序 | 48 | | 會議記錄及公司紀錄 | 50 | | 秘書 | 50 | | 一般管理與印章的使用 | 51 | | 文件的認證 | 53 | | 儲備資本化 | 53 | | 股息及儲備 | 54 | | 記錄日期 | 63 | | 周年申報表 | 63 | | 賬目 | 63 | | 核數師 | 65 | | 通知 | 66 | | 資訊 | 69 | | 清盤 | 69 ...

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。 LING YUI HOLDINGS LIMITED 凌 控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：784） 於二零二五年八月二十八日舉行之股東週年大會之 投票表決結果 凌 控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈，於二零二五年八月二十八日（星 期四）上午九時正假座香港中環遮打道18號歷山大廈19樓1903至1906室舉行之本公司股東週年大會 （「股東週年大會」）上，載於日期為二零二五年七月二十一日之通函（「通函」）所載之股東週年大會通告 （「股東週年大會通告」）中之所有提呈決議案（「決議案」）均獲本公司股東（「股東」）以投票表決方式正式 通過。除另有定義外，本公告所用詞彙與通函所界定者具有相同涵義。 於股東週年大會上獲提呈之決議案之投票表決結果如下： | | 普通決議案 | 投票數目(%) | | | --- | --- | --- | --- | | | | ...

Core Insights - Lian Technology (300784.SZ) reported a revenue of 250 million yuan for the first half of 2025, reflecting a year-on-year growth of 0.04% [1] - The net profit attributable to shareholders reached 31.097 million yuan, marking a year-on-year increase of 1.14% [1] - The net profit excluding non-recurring gains and losses was 28.5148 million yuan, showing a year-on-year growth of 7.91% [1] - Basic earnings per share were reported at 0.553 yuan [1] - The company proposed a cash dividend of 2.00 yuan (including tax) for every 10 shares to all shareholders [1]

呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00784 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | 本月底法定/註冊股本總額： HKD 20,000,000 FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | | | 致：香港交易及結算所有限公司 公司名稱: 凌銳控 ...

格隆汇7月31日丨利安科技(300784.SZ)在互动平台表示，公司主要产品广泛应用于消费电子、玩具日用 品、汽车配件和医疗器械等领域，公司目前客户主要为国内外知名企业及上市公司，例如罗技集团、海 康集团、Spin Master、普瑞均胜等。 ...

[Company Information](index=3&type=section&id=Company%20Information) This section provides fundamental company details, including board members, committee compositions, company secretary, auditors, registered office, principal place of business, legal advisors, share registrar, and principal bankers - The report provides basic company information, including details on the board of directors, committee structures, company secretary, auditors, registered office, principal place of business, legal advisors, share registrar, and principal bankers[6](index=6&type=chunk)[7](index=7&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman's%20Statement) This statement reviews the Group's financial performance for the year and outlines its strategic outlook amidst challenging market conditions [Performance Review](index=4&type=section&id=Performance%20Review) For the year ended March 31, 2025, the Group's total revenue increased by 10.5% to approximately HK$214.5 million, primarily due to strong performance in contract works after obtaining the general building contractor license Annual Revenue Performance | Fiscal Year | Total Revenue (HK$ Million) | Year-on-Year Growth | | :--- | :--- | :--- | | As of March 31, 2025 | 214.5 | 10.5% | | As of March 31, 2024 | 194.0 | - | [Outlook](index=4&type=section&id=Outlook) The Hong Kong private property market is expected to remain slow due to high interest rates, intensifying competition in the construction sector, yet the Group remains optimistic, seeking opportunities by expanding its client base in the public sector foundation division - The Hong Kong private property market is anticipated to remain sluggish due to persistently high interest rates, leading to intense price competition in the construction industry[11](index=11&type=chunk) - The Group's potential opportunity lies in expanding its client base within the public sector foundation division, for which a project team has been established to focus on this objective[11](index=11&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business, key risks, financial performance, capital structure, and human resources [Business Review and Outlook](index=5&type=section&id=Business%20Review%20and%20Outlook) As a general contractor in Hong Kong, the Group primarily engages in foundation works and site formation, with FY2025 revenue growth driven by its general contractor license, while a high-interest rate environment poses challenges, necessitating prudent financial management and operational efficiency improvements - The Group's principal business involves foundation works, site formation, and related services[14](index=14&type=chunk) - Looking ahead, the high-interest rate environment is expected to adversely affect the construction industry, prompting the Group to maintain prudence in project selection and cost control[15](index=15&type=chunk) [Key Risks and Uncertainties](index=5&type=section&id=Key%20Risks%20and%20Uncertainties) Key risks include high revenue reliance on non-recurring contracts and concentrated clientele, potential liability for subcontractor defaults, and deviations between estimated and actual project costs - Major risks include revenue dependence on non-recurring contracts and a few key clients, performance risk from subcontractors, and discrepancies between estimated and actual project costs[19](index=19&type=chunk) [Financial Review](index=6&type=section&id=Financial%20Review) In FY2025, the Group's revenue grew 10.5% to HK$214.5 million, with gross profit increasing to HK$31.0 million, though gross margin slightly declined to 14.4%, resulting in a net loss of approximately HK$20.5 million due to a HK$22.2 million impairment provision for a key client in liquidation FY2025 Key Financial Indicators | Indicator | FY2025 (HK$ Million) | FY2024 (HK$ Million) | Change | | :--- | :--- | :--- | :--- | | Revenue | 214.5 | 194.0 | +10.5% | | Direct Costs | 183.5 | 165.4 | +10.9% | | Gross Profit | 31.0 | 28.6 | +8.4% | | Gross Margin | 14.4% | 14.8% | -0.4pp | | Administrative Expenses | 28.3 | 27.7 | Slight Increase | | Net (Loss)/Profit | (20.5) | 0.7 | From Profit to Loss | - The annual loss was primarily due to an impairment loss provision of approximately **HK$22.2 million** for trade receivables and contract assets from a client, Gammon Foundation Limited, which entered liquidation proceedings[27](index=27&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=7&type=section&id=Capital%20Structure%2C%20Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's total equity was approximately HK$56.9 million, total debt HK$75.0 million, with the gearing ratio significantly rising to 131.8% from 82.0%, and bank balances decreasing to HK$14.7 million from HK$29.9 million, with liquidity primarily met by operating cash, bank borrowings, and equity contributions Capital and Liquidity Position (as of March 31) | Indicator | 2025 (HK$ Million) | 2024 (HK$ Million) | | :--- | :--- | :--- | | Bank Balances | 14.7 | 29.9 | | Total Equity | 56.9 | 77.4 | | Total Debt | 75.0 | 63.5 | | Bank Borrowings | 25.0 | 22.2 | - The gearing ratio (total debt/total equity) significantly increased from **82.0%** in 2024 to **131.8%** in 2025[32](index=32&type=chunk) - As of March 31, 2025, the Group had pledged machinery and equipment with a net book value of approximately **HK$11.9 million** and life insurance policy payments of approximately **HK$4.2 million** to secure bank facilities[34](index=34&type=chunk) [Employees, Dividends and Others](index=8&type=section&id=Employees%2C%20Dividends%20and%20Others) As of March 31, 2025, the Group had 77 full-time employees with total staff costs of approximately HK$38.1 million, and the Board did not recommend any final dividend for the year ended March 31, 2025 Employee Information | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 77 | 88 | | Total Staff Costs (HK$ Million) | 38.1 | 40.8 | - The Board did not recommend a final dividend for FY2025, consistent with FY2024[41](index=41&type=chunk) [Biographical Details of Directors and Senior Management](index=9&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides detailed biographical information for the company's directors and senior management, including their professional experience and academic backgrounds [Biographical Details of Directors and Senior Management](index=9&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides detailed biographical information for the company's executive, non-executive, and independent non-executive directors, senior management, and company secretary, including their age, position, professional experience, academic background, and roles in other listed companies - Detailed biographies of Executive Directors Mr. Ling Chi Fai and Mr. Leung Cheuk Ho are provided[44](index=44&type=chunk)[45](index=45&type=chunk) - Detailed biographies of Non-Executive Director Mr. Ling Yuk Tong and four Independent Non-Executive Directors (Mr. Chong Kam Fung, Mr. Ho Chun Chung, Mr. Sze Wai Lam, Ms. Yau Shuk Man) are provided[46](index=46&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk)[52](index=52&type=chunk) - Detailed biographies of three Senior Management members (Mr. Tsang Kwok Ping, Mr. Wong Chi Wai, Mr. Lo Hin Chi) and Company Secretary Ms. Ng Hoi Ying are provided[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk) [Corporate Governance Report](index=13&type=section&id=Corporate%20Governance%20Report) This report details the company's commitment to high corporate governance standards, board structure, risk management, and shareholder communication [Corporate Governance Practices](index=13&type=section&id=Corporate%20Governance%20Practices) The company is committed to high corporate governance standards, fully complying with the HKEX Corporate Governance Code during the reporting period, and has adopted practices on anti-corruption, whistleblowing, shareholder communication, and board diversity in response to latest regulations - The company fully complied with the principles and code provisions of the Corporate Governance Code for the year ended March 31, 2025[59](index=59&type=chunk) - The company has adopted and implemented anti-corruption and whistleblowing policies, and regularly reviews its shareholder communication policy and board diversity policy[59](index=59&type=chunk)[60](index=60&type=chunk)[62](index=62&type=chunk) [Board of Directors](index=16&type=section&id=Board%20of%20Directors) The Board oversees major company matters, including strategy, financial performance, and risk management, with distinct roles for Chairman and CEO to ensure power separation, a diverse composition including over one-third independent non-executive directors, and active participation in meetings and professional development during the reporting period - The roles of Chairman (Mr. Ling Chi Fai) and Chief Executive Officer (Mr. Leung Cheuk Ho) are separated to prevent concentration of power[81](index=81&type=chunk) - The Board has established Remuneration, Nomination, and Audit Committees, each with clearly defined written terms of reference[83](index=83&type=chunk) - The report discloses the attendance records of Board and committee meetings during the year, showing generally high attendance rates[91](index=91&type=chunk) [Board Committees](index=18&type=section&id=Board%20Committees) The company has Remuneration, Nomination, and Audit Committees, with the Remuneration Committee advising on director and executive compensation, the Nomination Committee reviewing board structure and proposing new directors, and the Audit Committee reviewing financial information, internal controls, and risk management, all predominantly chaired or composed of independent non-executive directors to ensure independence - The Remuneration Committee, chaired by Independent Non-Executive Director Mr. Chong, is responsible for reviewing directors' remuneration[86](index=86&type=chunk)[87](index=87&type=chunk) - The Nomination Committee, chaired by Mr. Ling, is responsible for reviewing the Board's composition and recommending new director candidates[88](index=88&type=chunk) - The Audit Committee, chaired by Independent Non-Executive Director Mr. Ho, is responsible for reviewing financial reporting and internal control systems[89](index=89&type=chunk) [Board Diversity Policy](index=21&type=section&id=Board%20Diversity%20Policy) The company has adopted a Board Diversity Policy and Nomination Policy to enhance board diversity across gender, age, cultural background, and professional experience, committed to ensuring at least one female director, and the Nomination Committee annually monitors and reports on policy implementation - The company has adopted a Board Diversity Policy, considering factors such as gender, age, cultural background, and professional experience[93](index=93&type=chunk)[94](index=94&type=chunk) - The Nomination Committee will ensure at least one female director on the Board, with Ms. Yau currently serving as a female director[95](index=95&type=chunk)[96](index=96&type=chunk) [Risk Management and Internal Control](index=23&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is fully responsible for overseeing the company's internal control and risk management systems, conducting annual effectiveness reviews, and has established risk management procedures including identification, assessment, and mitigation, with the Audit Committee reviewing an independent consultant's internal control report and deeming the system effective and adequate, while also implementing whistleblowing, anti-corruption, and inside information disclosure policies - The Board is responsible for overseeing risk management and internal control systems, conducting annual effectiveness reviews[108](index=108&type=chunk) - The Audit Committee reviewed the independent consultant's internal control report and deemed the system effective; the company currently does not have an internal audit function but reviews its necessity annually[109](index=109&type=chunk)[110](index=110&type=chunk) - The company has adopted whistleblowing, anti-corruption, and inside information disclosure policies to ensure high standards of business ethics and compliance[111](index=111&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) [Communication with Shareholders and Investor Relations](index=26&type=section&id=Communication%20with%20Shareholders%20and%20Investor%20Relations) The company has adopted a shareholder communication policy to ensure equal and timely access to information for shareholders and investors through corporate communications, announcements, the company website, general meetings, and share registrar services, with the Board deeming existing channels effective - The company communicates with shareholders through various channels, including annual reports, interim reports, announcements, its website, and general meetings[119](index=119&type=chunk)[121](index=121&type=chunk) [Environmental, Social and Governance Report](index=27&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report details the Group's environmental, social, and governance performance, including its policies, initiatives, and key metrics [Report Overview and Governance](index=27&type=section&id=Report%20Overview%20and%20Governance) This ESG report, prepared according to HKEX guidelines for FY2025, outlines the Board's ultimate responsibility for ESG strategy and reporting, supported by a dedicated team, and identifies occupational health and safety, labor practices, and waste management as key issues through stakeholder engagement and materiality analysis, while also addressing climate change-related physical and transition risks - The Board holds ultimate responsibility for ESG matters and has established a dedicated team for management and oversight[127](index=127&type=chunk) - Through materiality analysis, "Occupational Health and Safety," "Labor Practices," and "Waste and Water Management" were identified as the most critical ESG issues[131](index=131&type=chunk)[134](index=134&type=chunk) - The report identifies climate change-related physical risks (e.g., extreme weather) and transition risks (e.g., policy and regulatory changes), outlining corresponding response measures[136](index=136&type=chunk) [Environmental Protection](index=31&type=section&id=Environmental%20Protection) In environmental protection, the Group manages air, noise, wastewater, and waste emissions at construction sites, achieving significant reductions in vehicle exhaust and total greenhouse gas emissions in FY2025, while non-hazardous waste slightly increased, and maintains ISO14001 environmental management certification with various energy and water conservation measures Key Environmental Performance Indicators | Indicator | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tonnes of CO2e | 150.03 | 246.13 | | Total Non-Hazardous Waste | tonnes | 98,096 | 94,126 | | Total Energy Consumption | kWh | 457,976 | 785,203 | | Total Water Consumption | cubic meters | 2,470 | 1,449 | - During the reporting period, the Group was not aware of any significant non-compliance with environmental laws and regulations[139](index=139&type=chunk)[154](index=154&type=chunk) [Social](index=35&type=section&id=Social) The Group values employees as assets, offering competitive compensation and strictly adhering to labor laws, prohibiting child and forced labor, prioritizing occupational health and safety with an OHSAS18001 system and no fatal accidents reported, while also managing suppliers, protecting intellectual property, enforcing anti-corruption policies, and contributing to the Shatin Community Fund Employment and Safety Key Performance | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Number of Employees | 77 | 88 | | Total Employee Turnover Rate | 81.8% | 161.2% | | Number of Work-Related Injuries | 0 | 2 | | Lost Days Due to Work-Related Injuries | 0 | 816 | | Average Training Hours Per Employee | 1.7 hours | 0.6 hours | - The Group strictly complies with Hong Kong labor laws, with no significant violations, child labor, or forced labor identified during the reporting period[165](index=165&type=chunk)[166](index=166&type=chunk)[177](index=177&type=chunk) - The Group has established whistleblowing procedures and an anti-corruption policy, with no concluded corruption lawsuits during the reporting period[182](index=182&type=chunk)[183](index=183&type=chunk) [Directors' Report](index=47&type=section&id=Directors'%20Report) This report provides an overview of the Group's business, financial performance, key customers and suppliers, and details regarding directors, share capital, and share options [Business and Financials](index=47&type=section&id=Business%20and%20Financials) This report outlines the Group's primary business as providing foundation engineering services in Hong Kong with no significant changes during the year, notes the Board's decision not to recommend a final dividend for FY2025, and discloses charitable donations of approximately HK$8,000 during the reporting period - The company's principal business is investment holding, with the Group primarily engaged in foundation engineering services in Hong Kong[198](index=198&type=chunk) - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[201](index=201&type=chunk) [Major Customers and Suppliers](index=50&type=section&id=Major%20Customers%20and%20Suppliers) This fiscal year, the Group experienced very high customer concentration, with the largest client accounting for 41.3% of total turnover and the top five clients collectively representing 98.8%, while supplier and subcontractor concentration was lower, with the top five suppliers and subcontractors accounting for 14.2% and 33.4% of direct costs, respectively Customer and Supplier Concentration | Category | Largest Single Share | Top Five Total Share | | :--- | :--- | :--- | | Customers (of total turnover) | 41.3% | 98.8% | | Suppliers (of direct costs) | 6.8% | 14.2% | | Subcontractors (of direct costs) | 11.3% | 33.4% | [Directors, Share Capital and Share Options](index=48&type=section&id=Directors%2C%20Share%20Capital%20and%20Share%20Options) The report details board members' interests in company shares, noting Chairman Mr. Ling's 41.40% stake through a controlled corporation, and confirms that no share options were granted, exercised, or lapsed during the year ended March 31, 2025 - Chairman Mr. Ling is deemed to have an interest in **331,220,000 shares** held by Reach Goal Development Limited, representing approximately **41.40%** of the share capital[232](index=232&type=chunk) - For the year ended March 31, 2025, no share options were granted, exercised, cancelled, or lapsed, and there were no outstanding share options[213](index=213&type=chunk) - The company has maintained the minimum public float as required by the Listing Rules[242](index=242&type=chunk) [Independent Auditor's Report](index=55&type=section&id=Independent%20Auditor's%20Report) This report presents the auditor's opinion on the consolidated financial statements and highlights key audit matters [Audit Opinion](index=55&type=section&id=Audit%20Opinion) Auditor BDO Limited issued an unmodified opinion, stating that the Group's consolidated financial statements fairly present its financial position as of March 31, 2025, and its financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance - The auditor issued an **unmodified opinion** (i.e., a "clean" audit opinion) on the consolidated financial statements[246](index=246&type=chunk) [Key Audit Matters](index=55&type=section&id=Key%20Audit%20Matters) The auditor identified two key audit matters: the recognition of revenue and direct costs for foundation engineering service contracts, due to significant management estimates of contract progress and budgeted costs; and the impairment assessment of trade receivables and contract assets, involving subjective management judgments and estimates for expected credit losses - Key Audit Matter One: Recognition of revenue and direct costs for foundation engineering service contracts; the auditor performed procedures including understanding processes, sampling contracts, and assessing budget reasonableness[249](index=249&type=chunk)[250](index=250&type=chunk) - Key Audit Matter Two: Impairment assessment of trade receivables and contract assets; the auditor performed procedures including understanding the estimation process, testing data integrity, and evaluating the reasonableness of management's judgments[252](index=252&type=chunk)[254](index=254&type=chunk) [Consolidated Financial Statements](index=61&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial statements, including the statement of profit or loss, financial position, changes in equity, cash flows, and detailed notes [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=61&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group reported revenue of HK$214.5 million and gross profit of HK$31.0 million, but recorded a loss before tax of HK$20.5 million and a net loss of HK$20.5 million due to a HK$22.2 million impairment provision, resulting in a basic loss per share of HK$0.0257 Consolidated Statement of Profit or Loss Summary (For the year ended March 31) | Item (HK$ Thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 214,505 | 194,043 | | Gross Profit | 30,990 | 28,637 | | (Loss)/Profit Before Tax | (20,549) | 655 | | (Loss)/Profit for the Year | (20,549) | 655 | | Basic (Loss)/Earnings Per Share (HK cents) | (2.57) | 0.08 | [Consolidated Statement of Financial Position](index=62&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HK$131.9 million, total liabilities HK$75.0 million, and net assets HK$56.9 million, a decrease from HK$77.4 million in the prior year, with current assets at HK$100.4 million and current liabilities at HK$72.2 million, resulting in net current assets of HK$28.1 million Consolidated Statement of Financial Position Summary (as of March 31) | Item (HK$ Thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Non-current Assets | 31,569 | 44,248 | | Current Assets | 100,350 | 96,673 | | **Total Assets** | **131,919** | **140,921** | | Current Liabilities | 72,235 | 58,734 | | Non-current Liabilities | 2,785 | 4,739 | | **Total Liabilities** | **75,020** | **63,473** | | **Net Assets** | **56,899** | **77,448** | | **Total Equity** | **56,899** | **77,448** | [Consolidated Statement of Changes in Equity](index=63&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2025, total equity attributable to owners of the company was HK$56.9 million, primarily decreasing due to the HK$20.5 million loss recorded during the year - Total equity at the beginning of the year was **HK$77.448 million**, decreasing to **HK$56.899 million** at year-end due to a loss of **HK$20.549 million** during the year[269](index=269&type=chunk) [Consolidated Statement of Cash Flows](index=64&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2025, the Group reported a net cash outflow from operating activities of HK$12.3 million, a shift from the prior year's HK$30.9 million inflow, with net cash inflow from investing activities of HK$0.07 million and net cash outflow from financing activities of HK$3.0 million, resulting in a net decrease in cash and cash equivalents of HK$15.2 million, ending the period with HK$14.7 million Consolidated Statement of Cash Flows Summary (For the year ended March 31) | Item (HK$ Thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | (12,254) | 30,909 | | Net Cash from Investing Activities | 67 | (1,382) | | Net Cash from Financing Activities | (2,980) | (12,310) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (15,167) | 17,217 | | Cash and Cash Equivalents at Beginning of Year | 29,853 | 12,636 | | **Cash and Cash Equivalents at End of Year** | **14,686** | **29,853** | [Notes to the Consolidated Financial Statements](index=65&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and supplementary information for the consolidated financial statements, covering company information, accounting policies, key accounting estimates, breakdowns of items like revenue, property and equipment, trade receivables, and bank borrowings, as well as financial instrument risk management, related party transactions, and litigation - Note 4 indicates that revenue recognition for foundation engineering service contracts and impairment assessment of trade receivables are key sources of significant management estimates[338](index=338&type=chunk)[339](index=339&type=chunk)[340](index=340&type=chunk) - Notes 14 and 16 detail the composition of trade receivables and contract assets, disclosing a significant impairment provision due to a client's liquidation[372](index=372&type=chunk)[383](index=383&type=chunk)[418](index=418&type=chunk)[420](index=420&type=chunk) - Note 26 elaborates on the financial risks faced by the Group, including market risk (interest rate), credit risk, and liquidity risk, providing corresponding sensitivity analyses and management policies[407](index=407&type=chunk)[408](index=408&type=chunk)[410](index=410&type=chunk)[423](index=423&type=chunk) [Financial Summary](index=107&type=section&id=Financial%20Summary) This section provides a concise overview of the Group's key financial performance and position over the past five fiscal years [Five-Year Financial Summary](index=107&type=section&id=Five-Year%20Financial%20Summary) This section provides a summary of the Group's key performance, assets, and liabilities for the past five fiscal years (2021-2025), indicating fluctuating revenue and a significant loss in FY2025, with net assets declining to their lowest point in five years Past Five Years Financial Data Summary (HK$ Thousand) | As of March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 214,505 | 194,043 | 238,957 | 344,286 | 240,989 | | (Loss)/Profit Before Tax | (20,549) | 655 | (32,722) | 3,077 | 111 | | (Loss)/Profit for the Year | (20,549) | 655 | (30,039) | 2,240 | (550) | | **Assets and Liabilities** | | | | | | | Total Assets | 131,919 | 140,921 | 179,165 | 221,063 | 207,813 | | Total Liabilities | 75,020 | 63,473 | 102,372 | 114,231 | 103,221 | | Net Assets | 56,899 | 77,448 | 76,793 | 106,832 | 104,592 |

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。 LING YUI HOLDINGS LIMITED 凌 控股有限公 司 （於開曼群島註冊成立的有限公司） （股份代號：784） 截至二零二五年三月三十一日止年度 之全年業績公告 財務摘要 1 • 收益由截至二零二四年三月三十一日止年度約194.0百萬港元增加約10.5%至截至二零二五年 三月三十一日止年度約214.5百萬港元。 • 截至二零二五年三月三十一日止年度的毛利約31.0百萬港元，而截至二零二四年三月三十一 日止年度的毛利約為28.6百萬港元。 • 毛利率由截至二零二四年三月三十一日止年度約14.8%下降至截至二零二五年三月三十一日 止年度的毛利率約14.4%。 • 截至二零二五年三月三十一日止年度的本公司擁有人應佔虧損約為20.5百萬港元，而截至二 零二四年三月三十一日止年度的本公司擁有人應佔溢利約為0.7百萬港元。 • 截至二零二五年三月三十一日止年度的每股基本虧損約為2.57港仙，而截至二 ...

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 120,588,000, representing an increase of 8% compared to HKD 110,864,000 for the same period in 2023[9] - Gross profit for the same period was HKD 15,247,000, up from HKD 13,765,000, indicating a growth of approximately 10.7%[9] - The company reported a profit before tax of HKD 1,546,000, a significant recovery from a loss of HKD 1,573,000 in the previous year[9] - Basic and diluted earnings per share for the period were HKD 0.19, compared to a loss per share of HKD 0.20 in the prior year[9] - The company recorded a net profit of approximately HKD 1.5 million for the six months ended September 30, 2024, compared to a net loss of approximately HKD 1.6 million for the same period in 2023, attributed to increased revenue and controlled administrative expenses[72] - Revenue increased by approximately 8.8% from about HKD 110.9 million for the six months ended September 30, 2023, to about HKD 120.6 million for the same period in 2024, driven by additional claims from completed projects[74] - Direct costs rose by approximately 8.5% to about HKD 105.3 million for the six months ended September 30, 2024, compared to about HKD 97.1 million for the same period in 2023, consistent with revenue growth[77] - Gross profit was approximately HKD 15.2 million for the six months ended September 30, 2024, with a gross margin of about 12.6%, slightly up from a gross margin of about 12.4% in the same period of 2023[78] Assets and Liabilities - Total assets as of September 30, 2024, were HKD 119,919,000, an increase from HKD 96,673,000 as of March 31, 2024[11] - Net current assets improved to HKD 48,190,000 from HKD 37,939,000, reflecting a positive trend in liquidity[11] - The company's total equity increased to HKD 78,994,000 from HKD 77,448,000, showing a growth of approximately 2%[11] - Trade receivables increased significantly to HKD 46,378,000 as of September 30, 2024, compared to HKD 19,954,000 as of March 31, 2024, showing a growth of approximately 132.5%[52] - Bank borrowings rose to HKD 31,283,000 as of September 30, 2024, up from HKD 22,168,000 as of March 31, 2024, representing an increase of about 41.1%[61] - The company's debt-to-equity ratio was approximately 99.7% as of September 30, 2024, compared to about 82.0% as of March 31, 2024[84] Cash Flow - The net cash used in operating activities for the six months ended September 30, 2024, was (23,707) thousand HKD, compared to (187) thousand HKD in 2023, indicating a significant increase in cash outflow[17] - The net cash used in investing activities was (100) thousand HKD for the current period, a decrease from (1,821) thousand HKD in the previous year, reflecting reduced capital expenditures[17] - The net cash generated from financing activities was 6,297 thousand HKD, a turnaround from (2,784) thousand HKD in the same period last year, showing improved financing conditions[17] - The total cash and cash equivalents decreased by 17,510 thousand HKD, compared to a decrease of 4,792 thousand HKD in the previous year, indicating a larger cash outflow[17] - The company’s cash balance at the end of the period was 12,343 thousand HKD, up from 7,844 thousand HKD at the end of the previous year[17] Expenses and Cost Management - Administrative expenses decreased to HKD 13,948,000 from HKD 15,557,000, indicating improved cost management[9] - Total employee costs decreased to HKD 18,564,000 from HKD 23,904,000 year-on-year, reflecting a reduction of approximately 22.5%[47] - Administrative expenses decreased by approximately 10.9% to about HKD 13.9 million for the six months ended September 30, 2024, down from about HKD 15.6 million in the same period in 2023, mainly due to reduced employee costs[79] Shareholder Information - The company did not recommend an interim dividend for the six months ended September 30, 2024, consistent with the previous year[43] - As of September 30, 2024, Mr. Ling Zhi-hui holds 331,220,000 shares, representing approximately 41.40% of the company's equity[98] - Simple Joy Investments and Mr. Li Jianming each hold 202,910,000 shares, accounting for approximately 25.36% of the company's equity[101] - Following a mandatory unconditional cash offer, Reach Goal and associated parties hold interests in 534,130,000 shares, approximately 66.77% of the total issued shares[108] Corporate Governance - The company is committed to maintaining high standards of corporate governance, which is essential for gaining and maintaining stakeholder trust[121] - The company has established an audit committee consisting of independent non-executive directors to oversee financial reporting and internal control systems[122] - The audit committee has reviewed the unaudited condensed consolidated financial statements for the six months ended September 30, 2024, confirming compliance with applicable accounting standards and listing rules[124] Future Outlook - The company aims to maintain prudent financial management in project selection and cost control amid a challenging business environment influenced by high interest rates[73] - The company has not yet applied new accounting standards that are expected to come into effect in the future, indicating a potential impact on financial reporting[27] - The company has no significant investments, acquisitions, or capital asset plans as of September 30, 2024[84] Miscellaneous - The company has not disclosed any new product or technology developments in the provided content[96] - The company has not received any information regarding new business opportunities that may compete with its existing and future businesses from any controlling shareholders during the six months ended September 30, 2024[114] - The stock option plan allows for a total of 80,000,000 shares to be granted as of April 1, 2024, and September 30, 2024[120] - There were no stock options granted, exercised, expired, or canceled during the six months ended September 30, 2024, resulting in no shares issued under the stock option plan[120] - The company has entered into a non-competition agreement with its controlling shareholders to prevent any future competition[111] - The interim report for the six months ending September 30, 2024, will be published on the Hong Kong Stock Exchange and the company's website in December 2024[127] - The board is not aware of any significant matters from September 30, 2024, to the date of this interim report[126] - The board members include executive directors and independent non-executive directors, ensuring a diverse governance structure[128]

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 120,588,000, an increase of 8.0% compared to HKD 110,864,000 for the same period in 2023[2] - Gross profit for the same period was HKD 15,247,000, up from HKD 13,765,000, reflecting a gross margin improvement[2] - The company reported a profit before tax of HKD 1,546,000, compared to a loss of HKD 1,573,000 in the previous year[4] - The company reported a net profit attributable to shareholders of HKD 1,536,000 for the six months ended September 30, 2024, compared to a loss of HKD 1,573,000 in the same period of 2023[39] - The basic and diluted earnings per share for the period were HKD 0.19, compared to a loss per share of HKD 0.20 in the previous year[4] - Revenue increased by approximately 8.8% from about HKD 110.9 million for the six months ended September 30, 2023, to about HKD 120.6 million for the six months ended September 30, 2024, driven by additional claims from completed projects[64] - The company recorded a net profit of approximately HKD 1.5 million for the six months ended September 30, 2024, compared to a net loss of approximately HKD 1.6 million for the same period in 2023, attributed to increased revenue and controlled administrative expenses[62] Assets and Liabilities - Total assets as of September 30, 2024, were HKD 119,919,000, compared to HKD 96,673,000 as of March 31, 2024, showing growth in asset base[6] - Trade receivables increased significantly to HKD 46,378,000 from HKD 19,954,000, indicating improved sales performance[6] - Trade payables amounted to HKD 22,858 thousand as of September 30, 2024, compared to HKD 15,519 thousand as of March 31, 2024, reflecting an increase in obligations[46] - The company’s net cash position decreased to HKD 12,343,000 from HKD 29,853,000, indicating a reduction in liquidity[6] - The group had cash and bank balances of approximately HKD 12.3 million as of September 30, 2024, down from approximately HKD 29.9 million as of March 31, 2024, indicating a decrease in liquidity[71] - The group's total debt as of September 30, 2024, was approximately HKD 78.8 million, up from approximately HKD 63.5 million as of March 31, 2024, resulting in a capital debt ratio of approximately 99.7%[73] Expenses and Cost Management - Administrative expenses decreased to HKD 13,948,000 from HKD 15,557,000, contributing to improved profitability[2] - Total employee costs amounted to HKD 18,564,000 for the six months ended September 30, 2024, down from HKD 23,904,000 in the same period of 2023, representing a decrease of approximately 22.4%[33] - Employee costs for the six months ending September 30, 2024, totaled approximately HKD 18.6 million, down from approximately HKD 23.9 million in the same period of 2023, reflecting a reduction in workforce from 88 to 67 full-time employees[81] - Administrative expenses for the same period decreased by approximately 10.9% to about HKD 13.9 million from approximately HKD 15.6 million, primarily due to a reduction in employee costs of about HKD 1.2 million[68] Shareholder Information - The company did not recommend an interim dividend for the six months ended September 30, 2024, consistent with the previous year[36] - As of September 30, 2024, Mr. Li Jianming holds 202,910,000 shares, representing a 25.36% equity interest in the company[87] - Reach Goal holds 331,220,000 shares, accounting for 41.40% of the company's equity[87] - Simply Marvel Limited, owned by Mr. Chen Shaohong, has 57,090,000 shares, which is 7.14% of the total equity[87] - The board does not recommend the payment of an interim dividend for the six months ending September 30, 2024, consistent with the previous year[82] Corporate Governance - The company has adopted sound corporate governance principles to maintain trust among shareholders and stakeholders[100] - The board of directors includes both executive and independent non-executive members, ensuring a diverse governance structure[109] - The audit committee, established on December 4, 2017, has reviewed the unaudited condensed consolidated financial statements for the six months ending September 30, 2024, ensuring compliance with applicable accounting standards[103] Future Outlook and Strategy - The company plans to maintain prudent financial management in project selection and cost control amid a challenging business environment influenced by high interest rates[63] - The company aims to enhance its financial resources and qualifications to position itself as a suitable bidder for private sector projects, investing in human resources and information systems to improve operational efficiency[63] - The group continues to manage its cash reserves prudently to ensure the ability to capitalize on future growth opportunities[77] Accounting and Compliance - The company is currently evaluating the potential impact of new accounting standards that are not yet effective, with no expected impact on financial performance at this stage[23] - The company has not established a foreign currency hedging policy, as it does not face significant foreign exchange risk due to all revenue-generating activities and bank borrowings being denominated in HKD[75]

Financial Performance - The group recorded total revenue of approximately HKD 194.0 million for the year ended March 31, 2024, a decrease of about 18.8% compared to HKD 239.0 million for the year ended March 31, 2023[8]. - The revenue decline was primarily due to the economic recession in the construction industry and a strategic focus on clients with a good track record of receivables to improve credit control[12]. - The group's revenue decreased by approximately 18.8% from about HKD 239.0 million for the year ended March 31, 2023, to about HKD 194.0 million for the year ended March 31, 2024, primarily due to the economic downturn in the construction industry[19]. - Direct costs for the year ended March 31, 2024, were approximately HKD 165.4 million, a reduction of about 32.6% from approximately HKD 245.5 million for the year ended March 31, 2023[20]. - The group recorded a gross profit of approximately HKD 28.6 million for the year ended March 31, 2024, compared to a gross loss of approximately HKD 6.6 million for the year ended March 31, 2023, resulting in a gross profit margin of 14.8%[21]. - Other income decreased from approximately HKD 2.9 million for the year ended March 31, 2023, to about HKD 1.4 million for the year ended March 31, 2024, mainly due to the absence of government subsidies received in the previous year[22]. - The group's net profit for the year ended March 31, 2024, was approximately HKD 0.7 million, a significant improvement from a net loss of approximately HKD 30.0 million in the same period of 2023[25]. - As of March 31, 2024, the group's bank balance was approximately HKD 29.9 million, compared to HKD 12.6 million as of March 31, 2023[28]. - The group's total debt as of March 31, 2024, was approximately HKD 63.5 million, down from HKD 102.4 million as of March 31, 2023[28]. - The capital debt ratio as of March 31, 2024, was approximately 82.0%, a decrease from 133.3% as of March 31, 2023[30]. - The total employee cost for the year ended March 31, 2024, was approximately HKD 40.8 million, down from HKD 54.1 million in the previous year[39]. - The board of directors did not recommend any final dividend for the year ended March 31, 2024, consistent with the previous year[40]. Strategic Focus and Management - The board anticipates continued challenges in the industry due to high interest rates, which are expected to slow the private property market in Hong Kong and negatively impact the construction sector[9]. - The company plans to maintain prudent financial management in project selection and cost control while enhancing its financial resources to position itself as a suitable contractor for private projects[13]. - The company has established a project team targeting well-known clients with a substantial number of construction projects, aiming for satisfactory results in the public foundation sector[9]. - The board believes that the company's listing on the Hong Kong Stock Exchange enhances its image in the industry and will contribute to greater value for shareholders and investors[9]. - The company will continue to invest in human resources and information systems to improve operational capabilities and efficiency[13]. - The business faces significant risks, including reliance on a limited number of clients for non-recurring contracts, which could adversely affect operations and financial performance[17]. - The company is focused on enhancing its operational efficiency and expanding its market presence through strategic management and oversight[45]. - The company continues to explore opportunities for market expansion and potential mergers and acquisitions to enhance its competitive position[45]. Corporate Governance and Compliance - The company has complied with relevant laws and regulations without any significant violations during the fiscal year[14]. - The board is responsible for the environmental, social, and governance (ESG) strategy and reporting, ensuring compliance with ESG risk management and internal control systems[15]. - The board emphasized the importance of corporate governance, fully complying with the latest regulations as of March 31, 2024[60]. - The company has adopted an anti-corruption policy since April 2017, reinforcing its commitment to ethical practices[60]. - The board consists of a majority of independent non-executive directors, exceeding the requirement of at least one-third as per listing rules[77]. - All independent non-executive directors have confirmed their independence annually, meeting the standards set out in listing rules[79]. - The company has established a nomination committee chaired by the board chairman, with a majority of independent non-executive directors[67]. - The company provides sufficient resources for all board committees to fulfill their responsibilities and seek independent professional advice when necessary[86]. - The audit committee held three meetings during the fiscal year ending March 31, 2024, to review the company's 2023 annual performance and mid-term results[91]. - The audit committee concluded that the consolidated financial statements for the fiscal year ending March 31, 2024, comply with applicable accounting standards and listing rules[91]. - The company has established three board committees: the Remuneration Committee, the Nomination Committee, and the Audit Committee, each with a clear written scope of authority[84]. Environmental, Social, and Governance (ESG) Initiatives - The environmental, social, and governance (ESG) report reflects the company's performance in sustainability initiatives from April 1, 2023, to March 31, 2024[128]. - The company has identified key environmental, social, and governance issues and performance indicators relevant to its operations[129]. - The board is responsible for overseeing risk management related to environmental, social, and governance matters[130]. - The company engages with stakeholders to gather feedback and improve its ESG performance[132]. - The company has implemented internal strategies to minimize its adverse environmental impact and create sustainable value for stakeholders[130]. - The company has established a dedicated team to manage ESG issues across its business sectors[130]. - The company regularly reviews and adjusts its sustainability policies to meet the evolving needs of stakeholders[130]. - The company ensures that its ESG report is prepared in accordance with the guidelines set by the Hong Kong Stock Exchange[127]. - The company identified 17 key environmental, social, and governance (ESG) issues, with a focus on quality management, customer service, and occupational health and safety[135]. - The company is committed to reducing greenhouse gas emissions through various environmental policies and measures, promoting energy-saving practices in its operations[138]. - The company has established procedures to manage emissions from construction sites, including air pollutants, noise, waste, and wastewater, ensuring compliance with environmental regulations[140]. - The company has implemented a noise management strategy using effective soundproofing equipment and has obtained necessary permits for construction noise[140]. - The company has identified significant climate-related risks, including extreme weather events and regulatory changes, and has developed emergency plans and monitoring systems to address these risks[138]. - The company reported no significant violations of environmental laws and regulations during the reporting period[142]. - The company aims to enhance its ESG performance by adopting policies and guidelines to manage key issues identified by stakeholders[137]. - The company is focused on promoting sustainable practices within its supply chain to reduce overall emissions[138]. - The company has a commitment to community investment and charitable activities as part of its social responsibility initiatives[135]. - The company is actively monitoring changes in environmental laws and regulations to ensure compliance and mitigate potential legal risks[138]. Employee Management and Development - The employee gender ratio for 2024 is approximately 5.5:1, compared to 6.8:1 in 2023[171]. - The total employee turnover rate for 2024 is 161.2%, up from 80.3% in 2023[172]. - The injury rate per 100 employees for 2024 is 2.35, an increase from 0.85 in 2023[179]. - The total number of workplace injuries reported in 2024 is 2, compared to 1 in 2023[179]. - The total number of lost days due to workplace injuries in 2024 is 8,163, significantly higher than 4,443 in 2023[179]. - The company has implemented a comprehensive human resources management policy to support employee functions, including recruitment and training[169]. - The company strictly adheres to local employment laws and regulations, ensuring no child or forced labor is employed[169]. - All employees receive formal onboarding training on their first day to familiarize them with company policies[171]. - The company has established a risk assessment plan to manage health and safety risks in daily operations[175]. - The company encourages employees to participate in professional training programs to maintain high professional standards[179]. - The percentage of employees receiving training in 2024 was 34%, compared to 52% in 2023[180]. - The average training hours for senior management in 2024 was 1.3 hours, while for general employees it was 0.6 hours[182]. - The average training hours for female employees in 2024 was 0.4 hours[182]. - The company has not faced any confirmed complaints regarding the quality of its products and services during the reporting period[189]. Sustainability and Environmental Impact - Nitrogen oxides emissions decreased from 1.935 tons in 2023 to 1.207 tons in 2024, representing a reduction of approximately 37.5%[144]. - Total greenhouse gas emissions dropped from 356.42 tons in 2023 to 246.13 tons in 2024, a decrease of about 30.9%[151]. - Direct emissions (Scope 1) reduced from 211.51 tons in 2023 to 156.48 tons in 2024, a decline of approximately 26%[151]. - Total water consumption decreased from 2,544 cubic meters in 2023 to 1,449 cubic meters in 2024, a reduction of about 43%[160]. - Total energy consumption fell from 1,110,560 kWh in 2023 to 785,203 kWh in 2024, a decrease of approximately 29.3%[161]. - The density of total greenhouse gas emissions per project increased slightly from 23.76 tons in 2023 to 24.61 tons in 2024[151]. - The amount of inert construction and demolition waste increased significantly from 46,148 tons in 2023 to 94,023 tons in 2024, an increase of about 103.5%[153]. - The company aims to maintain greenhouse gas emissions levels based on the density from the fiscal year 2022 over the next five years[151]. - The company has established an environmental management system and received ISO14001 and ISO9001 certifications to support sustainable development[164]. - The company continues to implement measures to reduce, reuse, and recycle construction waste materials[154]. - The total amount of harmless waste increased from 46,208 tons in 2023 to 94,126 tons in 2024, an increase of approximately 103.88%[197]. - The density of total harmless waste per project increased from 3,081 tons in 2023 to 9,413 tons in 2024, an increase of about 205.56%[197]. - The total number of employees decreased from 117 in 2023 to 85 in 2024, a reduction of approximately 27.36%[200].