Group 1 - The core viewpoint of the article highlights that Lian Technology (300784.SZ) has a diverse product application across various sectors including consumer electronics, toys, daily necessities, automotive parts, and medical devices [1] - The company serves a clientele that includes well-known domestic and international enterprises as well as publicly listed companies, such as Logitech Group, Hikvision Group, Spin Master, and Preh Group [1]

[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].

[Financial Highlights](index=1&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) Ling Holdings Limited significantly improved its financial performance for the year ended March 31, 2024, turning a loss into profit despite a decrease in revenue, with gross profit and basic earnings per share both moving from negative to positive Summary of Key Financial Data for FY2024 | Metric | 2024 (HK$ Million) | 2023 (HK$ Million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 194.0 | 239.0 | -18.8% | | Gross profit (loss) | 28.6 | (6.6) | Turned to profit | | Gross profit (loss) margin | 14.8% | -2.8% | Significant improvement | | Profit (loss) attributable to owners of the Company | 0.7 | (30.0) | Turned to profit | | Basic earnings (loss) per share | 0.08 HK cents | (3.75) HK cents | Turned to profit | - The Board does not recommend the payment of any final dividend for the year ended March 31, 2024[4](index=4&type=chunk) [Consolidated Financial Statements](index=2&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents Ling Holdings Limited's consolidated statement of profit or loss and other comprehensive income and consolidated statement of financial position for the year ended March 31, 2024, detailing key financial data including revenue, costs, profit, assets, liabilities, and shareholders' equity [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the year ended March 31, 2024, the company saw a decrease in revenue but, through effective cost control, turned gross loss into profit, ultimately achieving an annual profit and positive basic earnings per share Consolidated Statement of Profit or Loss and Other Comprehensive Income (Summary) | Metric | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 194,043 | 238,957 | | Direct costs | (165,406) | (245,548) | | Gross profit (loss) | 28,637 | (6,591) | | Other income | 1,429 | 2,940 | | Administrative expenses | (27,651) | (27,387) | | Finance costs | (1,758) | (1,684) | | Profit (loss) before tax | 655 | (32,722) | | Income tax credit | – | 2,683 | | Profit (loss) and total comprehensive income (expense) for the year | 655 | (30,039) | | Basic earnings (loss) per share (HK cents) | 0.08 | (3.75) | [Consolidated Statement of Financial Position](index=3&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2024, non-current assets remained stable, while current assets and liabilities decreased, leading to a slight increase in net current assets and total equity, indicating a stable financial position Consolidated Statement of Financial Position (Summary) | Metric | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 44,248 | 43,978 | | Current assets | 96,673 | 135,187 | | **Liabilities** | | | | Current liabilities | 58,734 | 98,888 | | Non-current liabilities | 4,739 | 3,484 | | **Equity** | | | | Net assets | 77,448 | 76,793 | | Total equity | 77,448 | 76,793 | - Bank balances increased from **HK$12,636 thousand** in 2023 to **HK$29,853 thousand** in 2024, indicating improved liquidity[7](index=7&type=chunk) - Trade receivables decreased from **HK$38,949 thousand** in 2023 to **HK$19,954 thousand** in 2024, and contract assets decreased from **HK$78,803 thousand** to **HK$43,315 thousand**, reflecting improved accounts receivable management or reduced business volume[7](index=7&type=chunk) [Notes to the Consolidated Financial Statements](index=4&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section provides detailed notes to the consolidated financial statements, covering general company information, application of accounting standards, revenue recognition, other income components, taxation, earnings per share calculation, receivables and payables, contract assets and liabilities, and contingent liabilities [1. General Information](index=4&type=section&id=1.%20General%20Information) Ling Rui Holdings Limited is incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange, primarily engaged in foundation engineering services in Hong Kong, with financial statements presented in HKD - The Group is principally engaged in the provision of foundation engineering services in Hong Kong[9](index=9&type=chunk) - The consolidated financial statements are presented in Hong Kong dollars, which is also the functional currency of the Group[10](index=10&type=chunk) [2. Application of New and Revised Hong Kong Financial Reporting Standards](index=4&type=section&id=2.%20Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) Several new and revised HKFRSs were first applied this year, with no significant impact on the Group's current and prior period financial position or performance, and no material impact is expected from future applications - The application of new and revised Hong Kong Financial Reporting Standards in the current year had no significant impact on the Group's financial position and performance and/or disclosures in these consolidated financial statements for the current and prior periods[11](index=11&type=chunk) - The Directors of the Company do not anticipate that the application of all other new Hong Kong Financial Reporting Standards that have been issued but are not yet effective will have a material impact on the consolidated financial statements in the foreseeable future[14](index=14&type=chunk) [3. Revenue and Segment Information](index=5&type=section&id=3.%20Revenue%20and%20Segment%20Information) The Group's revenue is entirely derived from foundation engineering services provided in Hong Kong, recognized over time using the input method, operating as a single business segment - Revenue represents the net amounts received and receivable by the Group for foundation engineering services provided to customers, recognized over time using the input method based on the progress and outcome of foundation engineering service contracts[15](index=15&type=chunk) Revenue Recognition Time and Classification | Revenue Classification | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Recognized over time: Foundation engineering services | 194,043 | 238,957 | - The Group's revenue is solely derived from foundation engineering services in Hong Kong, thus operating as a single operating segment[17](index=17&type=chunk) [4. Other Income](index=6&type=section&id=4.%20Other%20Income) Other income primarily includes government grants, interest income, sales of scrap materials, and compensation received, with a significant decrease this year mainly due to the absence of government grants received in the prior period Other Income Components | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Government grants | – | 2,233 | | Interest income - bank deposits | 10 | 47 | | Interest income from life insurance policies | 133 | 131 | | Sales of scrap materials | 91 | 93 | | Machine rental income | – | 70 | | Compensation received | 1,139 | – | | Miscellaneous income | – | 279 | | Other | 56 | 87 | | **Total** | **1,429** | **2,940** | - The decrease in other income was mainly due to the absence of government grants of approximately **HK$2.2 million** received under the Employment Support Scheme for the year ended March 31, 2023[19](index=19&type=chunk) [5. Profit (Loss) Before Tax](index=6&type=section&id=5.%20Profit%20(Loss)%20Before%20Tax) Profit before tax this year was primarily influenced by factors such as depreciation, directors' and staff costs, with total staff costs showing a decrease compared to the previous year Factors Affecting Profit (Loss) Before Tax | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Auditor's remuneration | 900 | 900 | | Depreciation of property and equipment | 12,269 | 9,826 | | Directors' remuneration | 4,418 | 3,909 | | Other staff costs (salaries and benefits) | 35,377 | 48,686 | | Retirement benefit scheme contributions | 1,013 | 1,465 | | **Total staff costs** | **40,808** | **54,060** | [6. Income Tax Credit](index=7&type=section&id=6.%20Income%20Tax%20Credit) There was no income tax credit this year, compared to a tax credit last year, with Hong Kong implementing a two-tiered profits tax system for eligible entities Income Tax Credit | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Hong Kong profits tax: Current tax | – | 96 | | Hong Kong profits tax: Deferred tax | – | (2,779) | | **Total** | **–** | **(2,683)** | - Under the two-tiered profits tax regime in Hong Kong, eligible group entities are taxed at **8.25%** on the first **HK$2 million** of assessable profits and **16.5%** on profits above **HK$2 million**[22](index=22&type=chunk) [7. Dividends](index=7&type=section&id=7.%20Dividends) No dividends were paid or declared for the years ended March 31, 2024, and 2023, nor have any been proposed since the end of the reporting period - No dividends were paid or declared for the years ended March 31, 2024, and 2023, and no dividends have been proposed since the end of the reporting period[23](index=23&type=chunk) [8. Earnings (Loss) Per Share](index=7&type=section&id=8.%20Earnings%20(Loss)%20Per%20Share) Basic earnings per share improved significantly to **0.08 HK cents** this year, compared to a basic loss per share of **3.75 HK cents** last year, with no diluted earnings per share presented due to the absence of potential ordinary shares Earnings (Loss) Per Share Calculation | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Profit (loss) for the year (HK$ Thousand) | 655 | (30,039) | | Weighted average number of ordinary shares (thousands) | 800,000 | 800,000 | | Basic earnings (loss) per share (HK cents) | 0.08 | (3.75) | - Diluted earnings (loss) per share are not presented as there were no potential ordinary shares issued during these two years[24](index=24&type=chunk) [9. Trade Receivables](index=8&type=section&id=9.%20Trade%20Receivables) Both total trade receivables and the provision for impairment losses decreased, with the company granting credit periods of 7 to 45 days and a high proportion of short-term receivables in the aging analysis Trade Receivables and Provision for Impairment Losses | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables | 24,731 | 41,601 | | Less: Provision for impairment losses | (4,777) | (2,652) | | **Net** | **19,954** | **38,949** | Aging Analysis of Trade Receivables | Aging | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 14,182 | 29,147 | | 31 to 60 days | 3,888 | 3,571 | | 61 to 90 days | 1,884 | – | | 91 to 365 days | – | 1,539 | | Over 365 days | – | 4,692 | | **Total** | **19,954** | **38,949** | [10. Contract Assets and Contract Liabilities](index=8&type=section&id=10.%20Contract%20Assets%20and%20Contract%20Liabilities) Both contract assets and contract liabilities decreased, with contract assets primarily representing rights to consideration for completed but unbilled work, which convert to trade receivables when unconditional Contract Assets and Contract Liabilities | Item | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | **Contract assets** | | | | Foundation engineering services | 43,526 | 81,137 | | Less: Provision for impairment losses | (211) | (2,334) | | **Net contract assets** | **43,315** | **78,803** | | **Contract liabilities** | | | | Foundation engineering services | 2,423 | 4,263 | - Contract assets primarily relate to the Group's rights to consideration for work completed but not yet billed, as these rights are conditional on the Group's future performance[27](index=27&type=chunk) [11. Trade Payables](index=9&type=section&id=11.%20Trade%20Payables) Total trade payables significantly decreased, with credit terms ranging from 0 to 60 days, and the aging analysis showing a substantial reduction in payables over 60 days Aging Analysis of Trade Payables | Aging | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 6,479 | 7,449 | | 31 to 60 days | 6,514 | 12,256 | | Over 60 days | 2,526 | 17,338 | | **Total** | **15,519** | **37,043** | - The credit period for trade payables ranges from **0 to 60 days**[29](index=29&type=chunk) [12. Share Capital](index=9&type=section&id=12.%20Share%20Capital) The company's authorized and issued and fully paid share capital remained unchanged during the reporting period, consisting of **800,000,000 shares** with a par value of **HK$0.01** each Share Capital Structure | Item | Number of Shares | Amount (HK$ Thousand) | | :--- | :--- | :--- | | Authorized share capital (par value HK$0.01 per share) | 2,000,000,000 | 20,000 | | Issued and fully paid share capital (par value HK$0.01 per share) | 800,000,000 | 8,000 | [13. Contingent Liabilities](index=9&type=section&id=13.%20Contingent%20Liabilities) The company was involved in two lawsuits with Sun Ming Construction Limited, which were later consolidated, and Ming Lee Foundation Engineering accepted a payment of **HK$9,300,000** on February 9, 2024, to resolve all consolidated actions - Ming Lee Foundation Engineering, an indirect wholly-owned subsidiary of the Company, received two writs of summons from Sun Ming Construction Limited alleging overpayments of approximately **HK$441,000** and **HK$2,001,000** respectively, later revised to approximately **HK$4,588,000**[30](index=30&type=chunk) - Ming Lee Foundation Engineering filed defenses and counterclaims against Sun Ming Construction Limited and Sun Ming Construction for unpaid amounts of approximately **HK$4,764,000** and **HK$5,536,000** for six completed construction projects[30](index=30&type=chunk) - A notice of acceptance of payment with conditions was issued on February 9, 2024, whereby Ming Lee Foundation Engineering accepted a total payment of **HK$9,300,000** into court to settle all consolidated actions[30](index=30&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) The Management Discussion and Analysis section reviews the Group's business performance, market outlook, key risks and uncertainties, and elaborates on financial review, capital structure, liquidity, financial resources, employee information, and corporate governance [Business Review](index=10&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group primarily provides foundation engineering services in Hong Kong, with revenue decreasing by **18.8%** to **HK$194.0 million** for the year ended March 31, 2024, mainly due to selecting reputable clients to improve credit control in a challenging business environment - The Group is a main contractor in Hong Kong primarily engaged in providing foundation engineering services, including excavation and lateral support works, pile cap works, and piling construction, site formation works, and other ancillary services[32](index=32&type=chunk) - For the year ended March 31, 2024, the Group recorded revenue of approximately **HK$194.0 million**, a decrease of approximately **18.8%** compared to approximately **HK$239.0 million** in the same period last year[32](index=32&type=chunk) - The decrease in revenue was due to selecting clients with good track records of settling receivables to improve the Group's credit control in response to a challenging business environment[32](index=32&type=chunk) [Outlook](index=10&type=section&id=%E5%B1%95%E6%9C%9B) Directors anticipate a continued slowdown in Hong Kong's private property market, with the construction industry facing economic uncertainty, reduced opportunities, increased competition, and rising construction costs, while the Group will maintain prudent financial management and enhance operational capabilities - The Directors believe that the general outlook and business environment for the industry in which the Group operates remain challenging, with the Hong Kong private property market expected to remain slow, adversely affecting the construction industry[33](index=33&type=chunk) - High interest rates lead to increased construction costs, impacting profitability[33](index=33&type=chunk) - The Group will adhere to prudent financial management in project selection and cost control, and will continue to obtain other qualifications and enhance its financial resources, investing in human and information systems to improve its operational capabilities and efficiency[33](index=33&type=chunk) [Key Risks and Uncertainties](index=10&type=section&id=%E4%B8%BB%E8%A6%81%E9%A2%A8%E9%9A%AA%E5%8F%8A%E4%B8%8D%E7%A2%BA%E5%AE%9A%E6%80%A7) The Group's main risks include high revenue reliance on non-recurring contracts and a few clients, the risk of subcontractor non-performance, and potential deviations of actual project time and costs from estimates - A significant portion of the Group's revenue is derived from non-recurring contracts awarded by a few clients, and any reduction in the number of projects from the Group's major clients will adversely affect its operations and financial results[34](index=34&type=chunk) - The Group may be held responsible for non-performance, delayed performance, non-compliant performance, or breaches by its subcontractors[34](index=34&type=chunk) - The Group determines tender prices based on estimated time and costs involved in projects, and actual time and costs incurred may deviate from estimates due to unforeseen circumstances[34](index=34&type=chunk) [Financial Review](index=11&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This section details the changes in the Group's revenue, direct costs, gross profit, other income, administrative expenses, and ultimately net profit (loss), along with their primary causes [Revenue](index=11&type=section&id=%E6%94%B6%E7%9B%8A) The Group's revenue decreased by **18.8%** from **HK$239.0 million** in 2023 to **HK$194.0 million** in 2024, primarily due to the economic downturn in the construction industry and client selection for improved credit control - The Group's revenue decreased by approximately **18.8%** from approximately **HK$239.0 million** for the year ended March 31, 2023, to approximately **HK$194.0 million** for the year ended March 31, 2024[35](index=35&type=chunk) - This decrease was mainly due to the economic downturn in the construction industry and the selection of clients with good track records of settling receivables to improve the Group's credit control in response to a challenging business environment[35](index=35&type=chunk) [Direct Costs](index=11&type=section&id=%E7%9B%B4%E6%8E%A5%E6%88%90%E6%9C%AC) The Group's direct costs decreased significantly by **32.6%** from **HK$245.5 million** in 2023 to **HK$165.4 million** in 2024 - The Group's direct costs for the year ended March 31, 2024, were approximately **HK$165.4 million**, a decrease of approximately **32.6%** compared to approximately **HK$245.5 million** for the year ended March 31, 2023[36](index=36&type=chunk) [Gross Profit (Loss) and Gross Profit (Loss) Margin](index=11&type=section&id=%E6%AF%9B%E5%88%A9%EF%BC%88%E6%90%8D%EF%BC%89%E5%8F%8A%E6%AF%9B%E5%88%A9%EF%BC%88%E6%90%8D%EF%BC%89%E7%8E%87) The Group's gross profit turned from a loss of **HK$6.6 million** in 2023 to a profit of **HK$28.6 million** in 2024, with the gross profit margin improving from **-2.8%** to **14.8%**, primarily due to close monitoring of project costs and schedules, reducing loss-making contracts - The Group's gross profit for the year ended March 31, 2024, was approximately **HK$28.6 million**, compared to a gross loss of approximately **HK$6.6 million** for the year ended March 31, 2023[37](index=37&type=chunk) - The gross profit margin improved from approximately **-2.8%** for the year ended March 31, 2023, to approximately **14.8%** for the year ended March 31, 2024[37](index=37&type=chunk) - The improvement in gross profit margin was mainly due to the Group's close monitoring of construction project costs and schedules to mitigate the risk of loss-making contracts[37](index=37&type=chunk) [Other Income](index=11&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) Other income decreased from **HK$2.9 million** in 2023 to **HK$1.4 million** in 2024, primarily due to the absence of approximately **HK$2.2 million** in government grants received in the prior period - Other income decreased from approximately **HK$2.9 million** for the year ended March 31, 2023, to approximately **HK$1.4 million** for the year ended March 31, 2024[38](index=38&type=chunk) - This decrease was mainly due to the absence of government grants of approximately **HK$2.2 million** received under the Employment Support Scheme for the year ended March 31, 2023[38](index=38&type=chunk) [Administrative Expenses](index=11&type=section&id=%E8%A1%8C%E6%94%BF%E9%96%8B%E6%94%AF) The Group's administrative expenses for 2024 were approximately **HK$27.7 million**, remaining at a similar level compared to **HK$27.4 million** in 2023 - The Group's administrative expenses for the year ended March 31, 2024, were approximately **HK$27.7 million**, remaining at a similar level compared to approximately **HK$27.4 million** for the year ended March 31, 2023[39](index=39&type=chunk) [Profit (Loss) and Total Comprehensive Income (Expense) for the Year Attributable to Owners of the Company](index=12&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%93%81%E6%9C%89%E4%BA%BA%E6%87%89%E4%BD%B5%E5%B9%B4%E5%85%A7%E6%BA%A2%E5%88%A9%EF%BC%88%E虧%E6%90%8D%EF%BC%89%E5%8F%8A%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%EF%BC%88%E9%96%8B%E6%94%AF%EF%BC%89%E7%B8%BD%E9%A1%8D) The Group recorded a net profit of approximately **HK$0.7 million** in 2024, successfully reversing a net loss of approximately **HK$30.0 million** in the corresponding period of 2023 - For the year ended March 31, 2024, the Group recorded a net profit of approximately **HK$0.7 million**, compared to a net loss of approximately **HK$30.0 million** in the corresponding period of 2023[41](index=41&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=12&type=section&id=%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B%E3%80%81%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The Group's capital structure remained unchanged, with liquidity primarily funded by operating cash, bank borrowings, and shareholders' equity contributions, showing increased bank balances, slightly increased total equity, and significantly reduced total debt, enhancing financial stability [Capital Structure](index=12&type=section&id=%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The Group's capital structure remained unchanged for the year ended March 31, 2024, consisting solely of ordinary shares - The Group's capital structure remained unchanged for the year ended March 31, 2024, consisting solely of ordinary shares[42](index=42&type=chunk) [Liquidity and Financial Resources](index=12&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The Group primarily funds its liquidity and capital requirements through cash generated from operations, bank borrowings, and shareholders' equity contributions, with significantly increased bank balances, slightly increased total equity, and substantially reduced total debt - The Group primarily funds its liquidity and capital requirements through cash generated from operations, bank borrowings, and shareholders' equity contributions[43](index=43&type=chunk) Liquidity and Financial Resources Overview | Metric | 2024 (HK$ Million) | 2023 (HK$ Million) | | :--- | :--- | :--- | | Bank balances | 29.9 | 12.6 | | Total equity attributable to owners of the Company | 77.4 | 76.8 | | Total debt | 63.5 | 102.4 | [Bank Borrowings and Gearing Ratio](index=12&type=section&id=%E9%8A%80%E8%A1%8C%E5%80%9F%E8%B2%B8%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B2%A0%E5%82%B5%E6%AF%94%E7%8E%87) The Group's bank borrowings decreased to **HK$22.2 million**, and the gearing ratio significantly dropped from **133.3%** to **82.0%**, indicating reduced financial leverage and enhanced debt repayment capability - As of March 31, 2024, the Group's bank borrowings were approximately **HK$22.2 million** (2023: approximately **HK$29.3 million**)[44](index=44&type=chunk) - The Group's gearing ratio (calculated as total debt divided by total equity) was approximately **82.0%** (2023: approximately **133.3%**)[44](index=44&type=chunk) [Significant Investments Held, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures, and Plans for Material Investments or Capital Assets](index=12&type=section&id=%E6%89%80%E6%8C%81%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E3%80%81%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E3%80%81%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%90%88%E7%87%9F%E5%85%AC%E5%8F%B8%E4%BB%A5%E5%8F%8A%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E6%88%96%E8%B3%87%E6%9C%AC%E8%B3%87%E7%94%A2%E8%A8%88%E5%8A%83) For the year ended March 31, 2024, the Company had no significant investments, acquisitions, or disposals of subsidiaries, associates, and joint ventures, nor any other plans for material investments or capital assets - Save as disclosed in this announcement, for the year ended March 31, 2024, the Company had no significant investments, material acquisitions, or disposals of subsidiaries, associates, and joint ventures[45](index=45&type=chunk) - As of March 31, 2024, the Group had no other plans for material investments or capital assets[45](index=45&type=chunk) [Pledge of the Group's Assets](index=13&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E7%9A%84%E6%8A%B5%E6%8A%BC) The Group has pledged machinery and construction equipment, as well as life insurance policy payments, to banks and financial institutions as collateral for short-term bank loans and general banking facilities - As of March 31, 2024, the Group had pledged machinery and construction equipment with an aggregate net book value of approximately **HK$16.3 million** (March 31, 2023: approximately **HK$21.2 million**) to banks and a financial institution[47](index=47&type=chunk) - As of March 31, 2024, life insurance policy payments of approximately **HK$4.1 million** were pledged to banks to secure banking facilities granted to the Group (2023: approximately **HK$4.0 million**)[47](index=47&type=chunk) [Foreign Exchange Risk](index=13&type=section&id=%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA) All of the Group's business and bank borrowings are denominated in Hong Kong dollars, so the Directors believe there is no significant foreign exchange risk, and while no hedging policy is currently in place, it will be reviewed and applied as necessary - All of the Group's revenue-generating business and bank borrowings are denominated in Hong Kong dollars (the Group's presentation currency), therefore, the Directors believe that the Group is not exposed to significant foreign exchange risk[48](index=48&type=chunk) - The Group currently does not have a foreign currency hedging policy, but the Board will review the Group's foreign exchange risk and exposure from time to time and apply hedging as necessary[48](index=48&type=chunk) [Treasury Policy](index=13&type=section&id=%E5%BA%AB%E5%8B%99%E6%94%BF%E7%AD%96) The Directors will continue to follow a prudent policy in managing cash balances and maintaining robust liquidity to capitalize on future growth opportunities - The Directors will continue to follow a prudent policy in managing the Group's cash balances and maintaining robust liquidity to ensure the Group is well-prepared to capitalize on future growth opportunities[49](index=49&type=chunk) [Contingent Liabilities](index=13&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) The Group's significant contingent liabilities are disclosed in Note 13 - As of March 31, 2024, the Group's significant contingent liabilities are set out in Note 13 to this announcement[50](index=50&type=chunk) [Capital Commitments](index=13&type=section&id=%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94) As of March 31, 2024, the Group had no significant capital commitments for the acquisition of property and equipment - As of March 31, 2024, the Group had no significant capital commitments for the acquisition of property and equipment (2023: nil)[51](index=51&type=chunk) [Segment Information](index=13&type=section&id=%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group primarily operates in one business segment, which is the provision of foundation engineering services - The Group primarily operates in one business segment, which is the provision of foundation engineering services[52](index=52&type=chunk) [Information on Employees](index=14&type=section&id=%E6%9C%89%E9%97%9C%E5%83%B1%E5%93%A1%E7%9A%84%E8%B3%87%E6%96%99) As of March 31, 2024, the Group had **88** full-time employees, a decrease from the previous year, with total staff costs amounting to approximately **HK$40.8 million**, also lower than last year - As of March 31, 2024, the Group had **88** full-time employees working in Hong Kong (2023: **98** employees)[54](index=54&type=chunk) - Total staff costs (including directors' remuneration and mandatory provident fund contributions) for the year ended March 31, 2024, were approximately **HK$40.8 million** (2023: approximately **HK$54.1 million**)[54](index=54&type=chunk) [Dividends](index=14&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend the payment of any final dividend for the year ended March 31, 2024 - The Board does not recommend the payment of any final dividend for the year ended March 31, 2024 (2023: nil)[55](index=55&type=chunk) [Events After Reporting Period](index=14&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) Save as disclosed in this announcement, the Board is not aware of any significant events from March 31, 2024, up to the date of this announcement - Save as disclosed in this announcement, the Board is not aware of any significant events from March 31, 2024, up to the date of this announcement[56](index=56&type=chunk) [Standard Code for Securities Transactions by Directors](index=14&type=section&id=%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E4%B9%8B%E6%A8%99%E6%BA%96%E5%AE%88%E5%89%87) The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all Directors fully complied with it during the reporting period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions[57](index=57&type=chunk) - Following specific enquiries, all Directors confirmed full compliance with the required standards set out in the Model Code for the year ended March 31, 2024, with no instances of non-compliance[57](index=57&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=14&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year ended March 31, 2024 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year ended March 31, 2024[58](index=58&type=chunk) [Audit Committee](index=14&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee, comprising three independent non-executive directors and chaired by Mr. Ho Chun Chung, has reviewed the annual consolidated financial statements, confirming their compliance with applicable accounting standards and Listing Rules, and adequate disclosure - The Audit Committee is chaired by Mr. Ho Chun Chung, an independent non-executive Director, with other members including independent non-executive Directors Mr. Chong Kam Fung and Mr. Sze Wai Lim[59](index=59&type=chunk) - The primary responsibilities of the Audit Committee include reviewing financial information and overseeing the financial reporting system, internal control system, risk management system, and the relationship with external auditors[61](index=61&type=chunk) - The Group's consolidated financial statements for the year ended March 31, 2024, have been reviewed by the Audit Committee, which believes that the consolidated financial statements comply with applicable accounting standards and the Listing Rules, and that adequate disclosures have been made[61](index=61&type=chunk) [Scope of Work of National Alliance CPA Limited](index=15&type=section&id=%E5%9C%8B%E8%A1%9B%E6%9C%83%E8%A8%88%E5%B8%AB%E4%BA%8B%E5%8B%99%E6%89%80%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8%E7%9A%84%E5%B7%A5%E4%BD%9C%E7%AF%84%E5%9C%8D) The Group's auditor, National Alliance CPA Limited, has reconciled the figures in the preliminary announcement with the audited consolidated financial statements, but their work does not constitute an assurance engagement, thus no opinion or assurance conclusion is expressed - The Group's auditor, National Alliance CPA Limited, has reconciled the figures in the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes for the year ended March 31, 2024, as set out in the preliminary announcement, with the figures in the Group's audited consolidated financial statements for that year[62](index=62&type=chunk) - The work performed by National Alliance CPA Limited in this regard does not constitute an assurance engagement, and therefore, National Alliance CPA Limited has not expressed an opinion or assurance conclusion on the preliminary announcement[62](index=62&type=chunk) [Review of the Annual Consolidated Financial Statements](index=15&type=section&id=%E5%AF%A9%E9%96%B1%E6%9C%AC%E5%B9%B4%E5%BA%A6%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) The Company's Audit Committee, in conjunction with the auditor, has reviewed the annual audited consolidated financial statements, confirming their preparation in accordance with applicable accounting standards and fair presentation of the Group's financial position and full-year results as of March 31, 2024 - The Company's Audit Committee (comprising three independent non-executive Directors of the Company) has reviewed the annual audited consolidated financial statements for the current year in conjunction with the Group's auditor, National Alliance CPA Limited[63](index=63&type=chunk) - Based on this review and discussions with the Company's management, the Audit Committee is satisfied that the audited consolidated financial statements have been prepared in accordance with applicable accounting standards and fairly present the Group's financial position as of March 31, 2024, and its full-year results for the year ended March 31, 2024[63](index=63&type=chunk)

Financial Performance - Revenue for the six months ended September 30, 2023, was HKD 110,864,000, a decrease of 12.6% compared to HKD 126,715,000 in the same period of 2022[7] - The company reported a loss before tax of HKD 1,573,000, compared to a profit of HKD 1,059,000 in the previous year[7] - The group reported a revenue of approximately HKD 75 million for the six months ended September 30, 2023, compared to HKD 2,409 million for the same period in 2022, indicating a significant decrease in revenue[24] - The group recorded a pre-tax loss of HKD 23,904 thousand for the six months ended September 30, 2023, compared to HKD 26,502 thousand in the same period of 2022, reflecting a decrease in employee costs[27] - The group recorded a net loss of approximately HKD 1.6 million for the six months ended September 30, 2023, compared to a net profit of approximately HKD 1.0 million for the same period in 2022[59] Assets and Liabilities - Total assets as of September 30, 2023, were HKD 134,747,000, slightly down from HKD 135,187,000 as of March 31, 2023[9] - Current liabilities increased to HKD 103,243,000 from HKD 98,888,000, indicating a rise in short-term financial obligations[9] - Cash and cash equivalents decreased to HKD 7,844,000 from HKD 12,636,000, reflecting a net decrease of HKD 4,792,000 during the period[11] - The company’s net asset value as of September 30, 2023, was HKD 75,220,000, down from HKD 76,793,000 at the end of the previous reporting period[9] - As of September 30, 2023, the group's total debt was approximately HKD 109.6 million, an increase from approximately HKD 102.4 million as of March 31, 2023[62] Expenses - Administrative expenses rose to HKD 15,557,000, compared to HKD 13,558,000 in the same period last year, indicating increased operational costs[7] - Financing costs increased to HKD 949 thousand for the six months ended September 30, 2023, up from HKD 723 thousand in the same period of 2022, primarily due to higher lease liabilities and bank borrowings[25] - The total employee costs for the six months ended September 30, 2023, were HKD 23,904 thousand, a decrease from HKD 26,502 thousand in the same period of 2022[27] - The company’s management noted that the increase in employee salaries and warehouse rental expenses were significant factors contributing to the net loss[51] Shareholder Information - As of September 30, 2023, Mr. Ling Zhi-hui holds 130,000,000 shares, representing approximately 16.25% of the company's equity[77] - Mr. Li Jianming owns 402,910,000 shares, accounting for approximately 50.36% of the company's equity[80] - Mr. Chen Shaohong holds 57,090,000 shares, which is approximately 7.14% of the company's equity[80] - Ms. Yang Wanwen, as the spouse of Mr. Li Jianming, is deemed to hold the same number of shares, totaling 402,910,000 shares[81] Corporate Governance - The company has adopted a standard code of conduct for directors' securities transactions, with full compliance reported for the six months ending September 30, 2023[89] - The company is committed to maintaining high standards of corporate governance, aligning with the corporate governance code as of September 30, 2023[95] - The company has established a robust internal control and risk management system, which is regularly reviewed by management[95] Future Outlook - The company has not provided specific guidance for future performance but continues to focus on its core foundation engineering services in Hong Kong[13] - The board of directors did not recommend the payment of an interim dividend for the six months ended September 30, 2023, consistent with the previous year[30] Other Information - The company did not acquire any property, plant, or equipment during the six months ended September 30, 2023, compared to approximately HKD 25,000 in the same period in 2022[34] - The company did not receive any subsidies or grants from the Hong Kong government during the reporting period, contributing to the net loss[51] - The group did not recognize any government grants during the six months ended September 30, 2023, compared to HKD 2,160 thousand in the same period of 2022[24] - The company has not identified any significant matters from September 30, 2023, to the date of the interim report[100]

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） 截至二零二三年九月三十日止六個月 之未經審核中期業績公告 凌 控股有限公司（「本公司」）董事（「董事」）會（「董事會」）呈列本公司及其附屬公司（統稱為（「本集 團」）截至二零二三年九月三十日止六個月的未經審核中期業績，連同二零二二年同期的比較數字如 下： 未經審核簡明綜合損益及其他全面收益表 截至二零二三年九月三十日止六個月 截至九月三十日止六個月 二零二三年 二零二二年 附註 千港元 千港元 （未經審核） （未經審核） ...

Financial Performance - The total revenue for the fiscal year ending March 31, 2023, was approximately HKD 239.0 million, a decrease of about 30.6% from HKD 344.3 million for the previous fiscal year[10]. - The decrease in revenue was primarily due to the selection of clients with a good track record of receivables to improve credit control in response to the challenging business environment caused by the COVID-19 pandemic[14]. - The group recorded a net loss of approximately HKD 30.0 million for the year ended March 31, 2023, compared to a net profit of approximately HKD 2.2 million for the same period in 2022[27]. - Direct costs for the year ended March 31, 2023, were approximately HKD 245.5 million, a decrease of about 23.2% from approximately HKD 319.5 million for the year ended March 31, 2022[22]. - Other income increased from approximately HKD 2.6 million for the year ended March 31, 2022, to approximately HKD 2.9 million for the year ended March 31, 2023, mainly due to an increase in government subsidies under the employment support scheme[24]. - Administrative expenses rose by approximately 27.7% to about HKD 27.4 million for the year ended March 31, 2023, compared to approximately HKD 21.4 million for the year ended March 31, 2022, primarily due to increased provisions for employee bonuses amid a tight labor market in Hong Kong[25]. - The company's bank balance as of March 31, 2023, was approximately HKD 12.6 million, compared to approximately HKD 10.1 million as of March 31, 2022[30]. - The total debt as of March 31, 2023, was approximately HKD 102.4 million, down from approximately HKD 114.2 million as of March 31, 2022[30]. - The capital debt ratio as of March 31, 2023, was approximately 133.3%, compared to approximately 106.9% as of March 31, 2022[31]. - The total employee cost for the year ended March 31, 2023, was approximately HKD 54.1 million, down from approximately HKD 66.2 million for the year ended March 31, 2022, reflecting a reduction in the number of employees from 172 to 98[40]. - The board of directors did not recommend the payment of a final dividend for the year ended March 31, 2023[41]. Strategic Initiatives - The company anticipates continued intense price competition in the private foundation sector as competitors seek to attract new business for recovery[11]. - A project team has been established to target well-known clients with a substantial number of construction projects, indicating optimism for satisfactory performance in this business sector[11]. - The company plans to maintain prudent financial management in project selection and cost control while enhancing its financial resources for bidding on suitable private projects[15]. - The company aims to invest in human resources and information systems to improve operational capabilities and efficiency[15]. - The company anticipates a revenue growth of 10% for the upcoming fiscal year, driven by new project acquisitions and market expansion strategies[49]. - Investment in new technology and product development has increased by 25%, focusing on innovative construction solutions[50]. - The company is exploring potential mergers and acquisitions to enhance its market position, targeting a 5% increase in market share[51]. - A new strategic partnership has been established, expected to generate an additional $2 million in annual revenue[52]. - The company has successfully completed several high-profile projects, contributing to a 30% increase in brand recognition[46]. - Employee training programs have been enhanced, resulting in a 40% improvement in workforce productivity[47]. - The company plans to expand its operations into two new regions, aiming for a 15% increase in overall market reach[48]. Governance and Compliance - The board believes that compliance with relevant laws and regulations has been maintained without any significant violations during the fiscal year[16]. - The company has adopted the corporate governance code principles and has fully complied with the corporate governance code for the fiscal year ending March 31, 2023[58]. - The company has implemented an anti-corruption policy since April 2017 to prevent, detect, and report fraudulent activities[58]. - The board of directors is composed of a majority of independent non-executive directors, exceeding the minimum requirement of one-third as per listing rules[79]. - The company has established a whistleblowing policy to report confirmed cases to designated senior staff and the audit committee since 2017[60]. - The company has a shareholder communication policy to maintain effective and ongoing dialogue with shareholders[60]. - The financial operations, compliance, and strategic management are overseen by the Chief Financial Officer, who has approximately 10 years of experience in accounting, auditing, and financial management[55]. - The board is responsible for overseeing the company's overall strategy and business performance, including financial performance and risk management[76]. - The company has purchased liability insurance for its directors and senior management to cover potential legal liabilities arising from their duties[77]. - The nomination committee is chaired by the chairman of the board and consists mainly of independent non-executive directors[67]. - The company has established a commitment to employee development, workplace safety, and sustainability, which is essential for attracting and retaining talent[72]. - The independent non-executive directors play a crucial role in providing impartial opinions on the company's strategy and performance[81]. - The company has renewed service contracts for its executive directors and independent non-executive directors for a period of three years[82]. - The company held two meetings of the Remuneration Committee during the fiscal year ending March 31, 2023, to review the remuneration of directors and senior management, concluding that the compensation was fair and reasonable[91]. - The Nomination Committee conducted two meetings to review and recommend the re-election of directors, including the appointment of Mr. Ling and Mr. Li as executive directors[92]. - The Audit Committee held three meetings to review the company's annual performance for 2022, interim results, and the audit plan for the fiscal year ending March 31, 2023, ensuring compliance with applicable accounting standards and listing rules[93]. Environmental, Social, and Governance (ESG) Performance - The environmental, social, and governance (ESG) strategy and performance details are reported in the annual report[18]. - The company emphasizes transparency in its Environmental, Social, and Governance (ESG) report, detailing measures and performance in sustainability to enhance stakeholder confidence[132]. - The ESG report covers the period from April 1, 2022, to March 31, 2023, reflecting the company's performance in environmental management and social responsibility[134]. - The company has identified several key ESG issues and performance indicators after establishing a comprehensive data collection system[135]. - The board is responsible for ensuring the effectiveness of the company's ESG policies and overseeing risk management related to ESG matters[136]. - The company engages with stakeholders through various channels to gather feedback on significant environmental and social issues[138]. - A total of 17 major ESG issues were identified and assessed for their importance to the company's business and stakeholders[140]. - The company identified key issues such as occupational health and safety, labor practices, and waste management as critical areas for improvement in its environmental, social, and governance (ESG) performance[143]. - The company aims to reduce greenhouse gas emissions through various environmental policies and measures, focusing on operational emissions and engaging suppliers to lower supply chain emissions[144]. - In 2023, the company reported nitrogen oxide emissions of 1.935 tons, sulfur oxide emissions of 0.001 tons, and particulate matter emissions of 0.134 tons, maintaining stable levels compared to 2022[150]. - The company has implemented measures to enhance vehicle efficiency, including avoiding travel during peak hours and encouraging public transport use[150]. - The company has established a comprehensive data collection system to monitor greenhouse gas emissions and maintain optimal vehicle usage efficiency[153]. - Total greenhouse gas emissions increased from 265.03 tons in 2022 to 356.42 tons in 2023, representing a 34.5% increase[157]. - The density of greenhouse gas emissions per project rose from 16.56 tons in 2022 to 23.76 tons in 2023, a 43.5% increase[157]. - Total non-hazardous waste generated increased significantly from 18,924 tons in 2022 to 46,209 tons in 2023, marking a 143.5% increase[159]. - The density of non-hazardous waste per project rose from 1,183 tons in 2022 to 3,081 tons in 2023, an increase of 160.5%[159]. - Total water consumption decreased from 15,141 cubic meters in 2022 to 2,544 cubic meters in 2023, a reduction of 83.2%[165]. - Total energy consumption increased from 891,639 kWh in 2022 to 1,110,560 kWh in 2023, a rise of 24.6%[166]. - The density of total energy consumption per project increased from 55,727 kWh in 2022 to 74,037 kWh in 2023, a 32.8% increase[166]. Employee and Workplace Management - The company has implemented a risk assessment plan to manage health and safety risks in the workplace[180]. - The company reported zero fatal accidents during the reporting period, consistent with the previous year[182]. - The company continues to prioritize health and safety measures, including regular cleaning and adherence to safety guidelines[181]. - The company adheres to local employment laws and regulations, ensuring compliance with labor standards[175]. - The company has established a comprehensive training program to enhance employee skills and management capabilities[185]. - The percentage of employees receiving training was 85% for senior management, 52% overall, and 15% for female employees in 2023[185]. - The average training hours for male employees in 2023 was 1.6 hours, while female employees averaged 1.8 hours[188]. - The average training hours for employees decreased from 7 hours in 2022 to 6 hours in 2023[188]. - Employee injury rate was 0.85 per 100 employees in 2023, down from 1.16 in 2022[184]. - The number of workplace injuries reported was 1 in 2023, compared to 2 in 2022[184]. - Total employee turnover rate increased to 80.3% in 2023 from 61.6% in 2022[177]. - The company maintains a low employee turnover rate, with new hires and turnover percentages remaining relatively low[176]. - The company has implemented a quality management system certified by ISO9001 and ISO14001, ensuring high standards in project construction[197]. - The company conducts annual reviews of each subcontractor and supplier, ensuring compliance with regulatory requirements[193]. - The company has a systematic recruitment process to prevent illegal employment of child labor[190]. - The company emphasizes the importance of protecting intellectual property and consumer privacy, complying with relevant laws and regulations[196]. - The company has a whistleblowing procedure in place to report any misconduct, including corruption and fraud[198]. - The company has established a commitment to employee development, workplace safety, and sustainability, which is essential for attracting and retaining talent[72]. - The number of key suppliers in Hong Kong increased from 32 in 2022 to 50 in 2023, representing a 56.25% growth[195].