该物业位于中国香港干诺道西138号，现时经营酒店，称为"The Connaught"。 兴胜创建(00896)发布公告，于2025年9月9日，卖方(Grace Universe Limited(恩宇有限公司)，由公司及合 营伙伴各自间接持有50%的合营公司)订立协议，据此卖方将向买方出售目标公司(Super Plus Limited， 即该物业的控股公司)全部已发行股本及其结欠的股东贷款，现金代价为4.10亿港元，并将按完成出售 事项时的资产净值作出调整。 ...

该物业位于中国香港干诺道西138号，现时经营酒店，称为"The Connaught"。 智通财经APP讯，兴胜创建(00896)发布公告，于2025年9月9日，卖方(Grace Universe Limited(恩宇有限 公司)，由公司及合营伙伴各自间接持有50%的合营公司)订立协议，据此卖方将向买方出售目标公司 (Super Plus Limited，即该物业的控股公司)全部已发行股本及其结欠的股东贷款，现金代价为4.10亿港 元，并将按完成出售事项时的资产净值作出调整。 ...

內幕消息 物業出售 本公司根據上市規則第13.09條及香港法例第571章證券及期貨條例第XIVA部所載之內 幕消息條文刊發本公告，以使其股東及潛在投資者知悉本公司之最新業務發展。 於二零二五年九月九日，賣方訂立協議，據此賣方將向買方出售目標公司（即該物業之控 股公司）全部已發行股本及其結欠之股東貸款，現金代價為港幣410,000,000元，並將按完 成出售事項時之資產淨值作出調整。 出售事項須待多項先決條件獲達成後方告完成，故出售事項可能會或可能不會進行。股 東及潛在投資者於買賣本公司股份時，務請審慎行事。 本公司根據上市規則第13.09條及香港法例第571章證券及期貨條例第XIVA部所載之內幕 消息條文刊發本公告，以使其股東及潛在投資者知悉本公司之最新業務發展。 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分內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：896） 出售事項 董事會宣佈，於二零二五年九月九日，賣方（其已發行股本由本公司及合營夥伴各自 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 第 1 頁 共 10 頁 v 1.1.1 FF301 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 興勝創建控股有限公司 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00896 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 1,500,000,000 | HKD | | 0.1 | HKD | | 150,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 1,500,000,000 | HKD | | 0.1 | HKD | ...

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 部分內 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 。 （於開曼群島註冊成立之有限公司） （股份代號：896） 公告 股東週年大會投票表決結果 本公司董事會（「董事會」）欣然宣佈於二零二五年八月十九日舉行的股東週年大會（「股 東週年大會」）上，所有載於日期為二零二五年七月二十四日的股東週年大會通告（「股東 週年大會通告」）之提呈決議案已獲本公司股東以投票表決方式正式通過。 投票表決結果載列如下： | | 普通決議案 | 票數 (百分比) | | | --- | --- | --- | --- | | | | 贊成 反對 | | | 一、 | 省覽及採納本公司截至二零二五年三月三十一日止年 | 701,621,847 | 0 | | | 度之經審核財務報表、董事會報告書及獨立核數師報 | (100.00%) | (0.00%) | | | 告 | | | | 二、 | 重選查懋德先生為董事 | 701,615,249 | 108,468 ...

Core Viewpoint - The company reported a decline in revenue and net profit for the first half of the year, reflecting the overall slowdown in the industry and intensified competition [2][3]. Group 1: Financial Performance - The company achieved operating revenue of 1.3 billion yuan, a year-on-year decrease of 21.59% [2]. - The net profit for the first half was 791 million yuan, down 29.44% year-on-year [2]. - The company plans to distribute a cash dividend of 12 yuan per 10 shares (including tax), totaling 362 million yuan [4][5]. Group 2: Industry Trends - The Chinese medical aesthetics industry is experiencing a transition from scale expansion to value reconstruction, with market growth continuing but at a slower pace [3]. - Increased competition is noted due to a rise in approved medical beauty product registrations, leading to a more fragmented consumer demand [3]. - The high-end and mass markets are showing signs of differentiation, with new injectable products becoming industry focal points [3]. Group 3: Research and Development - The company increased its R&D expenses to 157 million yuan, a year-on-year growth of 24.47%, accounting for 12.05% of revenue [4]. - New products, including a medical-grade gel, were launched, and several products are in various stages of clinical trials and regulatory approval [4]. - The company holds 12 approved Class III medical device products and 7 approved Class II medical device products, with a total of 182 effective authorized patents [4]. Group 4: Strategic Acquisitions - The company made a strategic investment by acquiring 85% of South Korean REGEN for 190 million USD, enhancing its global market presence [6]. - REGEN is recognized for its polylactic acid-based skin filler products, which complement the company's existing product offerings [6]. - The acquisition is expected to provide diverse solutions for consumers and drive future revenue growth [6].

Core Viewpoint - The company reported a decline in revenue and net profit for the first half of the year, reflecting the overall slowdown in the industry and intensified competition [1][2]. Group 1: Financial Performance - The company achieved operating revenue of 1.3 billion yuan, a year-on-year decrease of 21.59% [1]. - The net profit for the first half was 791 million yuan, down 29.44% year-on-year [1]. - The company plans to distribute a cash dividend of 12 yuan per 10 shares (including tax), totaling 362 million yuan [3]. Group 2: Industry Trends - The Chinese medical aesthetics industry is experiencing a strategic transformation from scale expansion to value reconstruction, with market growth continuing but at a slower pace [2]. - Increased competition is noted due to a rise in approved medical beauty product registrations, leading to a more fragmented consumer demand [2]. - The high-end market and mass market are showing signs of differentiation, with new injectable products becoming industry focal points [2]. Group 3: Research and Development - The company increased its R&D expenses to 157 million yuan, a year-on-year growth of 24.47%, accounting for 12.05% of revenue [3]. - New products, including a medical-grade gel, were launched, and several products are in various stages of clinical trials and regulatory approval [3]. - The company holds 12 approved Class III medical devices and 7 approved Class II medical devices, with a total of 182 effective authorized patents [3]. Group 4: Strategic Acquisitions - The company made a strategic investment by acquiring 85% of South Korean REGEN for 190 million USD, enhancing its global market presence [4]. - REGEN is recognized for its polylactic acid-based skin filler products, which have received approvals in multiple countries [4]. - The acquisition is expected to complement the company's existing product matrix and provide diverse solutions for consumers [4][5].

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 部分內 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 。 （於開曼群島註冊成立之有限公司） （股份代號：896） 承董事會命 興勝創建控股有限公司 董事總經理 王世濤 香港，2025年8月18日 - 1 - 於本公告刊發日期，董事會包括下列成員： 非執行主席 有關於2025年8月19日舉行之 股東週年大會之 惡劣天氣安排 茲提述Hanison Construction Holdings Limited（興勝創建控股有限公司）（「本公司」）日期 為2025年7月24日的通函（「通函」）及股東週年大會（「股東週年大會」）通告（「股東週 年大會通告」）。除文義另有所指外，本公告所用詞彙與通函及股東週年大會通告所界定者 具有相同涵義。 根據股東週年大會通告，股東週年大會訂於2025年8月19日（星期二）上午10時正假座香港沙 田源康街1號帝逸酒店2樓I-V廳逸軒舉行。 倘若於2025年8月19日，8號（或以上）颱風信號、黑色暴雨警告信號或「極端情 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 興勝創建控股有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00896 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 1,500,000,000 | HKD | | 0.1 | HKD | | 150,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 1,500,000,000 | HKD | | 0.1 | HKD | | 150,000,000 | 本月底法定/註冊股本 ...

[Corporate Information](index=2&type=section&id=Corporate%20Information) The report provides essential corporate information, including board composition, committee structures, and key contact details - Basic company details, including board, committees, and key contacts, are provided[4](index=4&type=chunk)[5](index=5&type=chunk)[6](index=6&type=chunk) [Financial Highlights](index=5&type=section&id=Financial%20Highlights) The company's FY2025 revenue reached a five-year high, yet net loss attributable to owners widened, and shareholders' equity declined for four consecutive years Five-Year Financial Performance Trends (HK$ Million) | Fiscal Year | Revenue | Profit/(Loss) Attributable to Owners of the Company | Shareholders' Equity at Year-End | | :--- | :--- | :--- | :--- | | 2021 | 1,451.6 | 275.0 | 4,137.1 | | 2022 | 1,438.3 | 154.3 | 4,216.4 | | 2023 | 1,232.8 | (38.4) | 4,072.7 | | 2024 | 1,612.7 | (216.0) | 3,766.5 | | 2025 | 1,985.3 | (295.3) | 3,461.6 | - Company revenue reached a five-year high of **HK$1.985 billion** in FY2025. However, loss attributable to owners continued to expand, recording losses for three consecutive years since FY2023, with the loss widening to **HK$295 million** in FY2025. Shareholders' equity also decreased for four consecutive years[16](index=16&type=chunk)[18](index=18&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Chairman's Statement reviews the group's performance, market outlook, and strategic responses amidst global economic uncertainties [RESULTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025](index=6&type=section&id=RESULTS%20FOR%20THE%20FINANCIAL%20YEAR%20ENDED%2031%20MARCH%202025) Despite revenue growth, the group's consolidated loss expanded due to property revaluation losses and interest expenses, leading the Board to withhold interim dividends FY2025 Performance Overview (HK$ Million) | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 1,985.3 | 1,612.7 | +23.1% | | Consolidated Loss Attributable to Owners of the Company | (295.3) | (216.0) | Loss expanded | | Operating Profit (excluding revaluation losses and interest expenses) | 34.6 | 37.0 | -6.5% | | Basic Loss Per Share (HK cents) | 27.5 | 19.9 | Loss expanded | | Net Asset Value Per Share (HK$) | 3.23 | 3.51 | -8.0% | - Net loss was primarily driven by two major factors: - Net revaluation loss of approximately **HK$279 million** on properties held by the Group and joint ventures due to the property market downturn - Interest expenses of approximately **HK$51.2 million**[22](index=22&type=chunk) - The Board resolved not to declare a second interim dividend, and no first interim dividend was paid during the year, compared to a first interim dividend of **HK$1.0 cent per share** paid in the prior year[24](index=24&type=chunk)[27](index=27&type=chunk) [OUTLOOK](index=7&type=section&id=OUTLOOK) The Group maintains cautious optimism amid global economic challenges, prioritizing public construction, prudent property investment, and digital transformation for competitiveness - The macro environment is challenging, including major global economies maintaining high interest rates to combat inflation, geopolitical uncertainties from the Russia-Ukraine war and Middle East conflicts, and US-China trade tensions[28](index=28&type=chunk)[29](index=29&type=chunk) - Hong Kong's construction industry outlook is stable, supported by the government's annual public infrastructure spending exceeding **HK$100 billion** and a target of 440,000 housing units over the next decade. Public housing projects, especially Light Public Housing (LPH), will be a key growth driver[43](index=43&type=chunk)[44](index=44&type=chunk) - Hong Kong's real estate market showed signs of recovery in transaction volume after the removal of additional stamp duties in early 2024, with mainland buyers becoming a key force driving new property sales. The Group's residential and industrial projects are expected to be completed in the coming years, with market conditions anticipated to improve[51](index=51&type=chunk)[53](index=53&type=chunk) - The Group's response strategies include: - **Prioritizing public construction projects**: Leveraging stable demand and government-backed contracts - **Adopting a prudent approach to property investment**: Focusing on existing development projects and controlling risks - **Investing in workforce development and digital transformation**: Addressing labor shortages, enhancing efficiency, and adopting advanced technologies like Modular Integrated Construction (MiC) and Building Information Modeling (BIM)[55](index=55&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk) [Operations Review](index=14&type=section&id=Operations%20Review) This section reviews the performance and outlook of the Group's diverse business divisions, including construction, property, and health products [CONSTRUCTION DIVISION](index=15&type=section&id=CONSTRUCTION%20DIVISION) As the largest revenue source, this division saw significant growth and a strong contract backlog, with future prospects driven by government infrastructure and housing projects Construction Division Financial Performance (HK$ Million) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 1,538.1 | 1,124.0 | | Total Contracts on Hand (period-end) | 3,783.9 | N/A | - Major completed projects include a residential and commercial development in Ki Lung Street, Kennedy Town, and a public housing development in Hin Fat Lane, Tuen Mun[76](index=76&type=chunk)[77](index=77&type=chunk) - Major projects undertaken cover residential, industrial, and commercial developments across Kowloon Tong, Kwai Chung, Chai Wan, Yuen Long, and Tuen Mun, including significant public projects like the Hong Kong Science Park expansion[79](index=79&type=chunk) - The future outlook is positive, driven by the Hong Kong government's continued investment in large-scale infrastructure and housing projects, such as the Northern Metropolis development and public housing expansion, providing stable business prospects for the Construction Division. The division will focus on capitalizing on opportunities in the public sector and leveraging innovative technologies to enhance competitiveness[88](index=88&type=chunk)[91](index=91&type=chunk)[99](index=99&type=chunk) [INTERIOR AND RENOVATION DIVISION](index=24&type=section&id=INTERIOR%20AND%20RENOVATION%20DIVISION) Revenue decreased this year, but future opportunities are anticipated from government initiatives promoting building safety and mandatory repairs for aging structures Interior and Renovation Division Financial Performance (HK$ Million) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 204.6 | 293.3 | | Total Contracts on Hand (period-end) | 107.6 | N/A | - Major completed projects include regular maintenance contracts for Link REIT properties and Hong Kong Baptist University, as well as interior renovation works for North Point Methodist Church[107](index=107&type=chunk) - The division's prospects are optimistic, primarily due to government initiatives promoting building safety and maintenance, such as "Operation Building Bright 2.0" and the "Fire Safety Improvement Works Subsidy Scheme," creating opportunities for contractors specializing in structural repairs, waterproofing, and fire safety enhancements[122](index=122&type=chunk)[123](index=123&type=chunk) [BUILDING MATERIALS DIVISION](index=29&type=section&id=BUILDING%20MATERIALS%20DIVISION) Revenue increased, driven by demand for false ceilings and modern building materials, with a positive outlook from public housing and private market recovery Building Materials Division Financial Performance (HK$ Million) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 178.8 | 143.4 | | Total Contracts on Hand (period-end) | 25.6 | N/A | - The division's core business involves the supply and installation of false ceiling systems, metal cladding systems, fire protection systems, and timber flooring[130](index=130&type=chunk) - Major projects undertaken include the main canopy and lower-level ceiling systems for the Hong Kong International Airport Terminal 2 expansion, as well as false ceiling system projects for various residential and research buildings[136](index=136&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) - The market outlook is positive due to: - Increasing popularity of false ceilings for aesthetics and functionality (improved lighting, hidden wiring) - Trends in smart homes and energy-efficient buildings driving demand for ceilings integrating LED lighting, sound insulation, and thermal insulation - Government public housing programs and the recovery of the private residential market increasing demand for building materials[144](index=144&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) [PROPERTY DEVELOPMENT DIVISION](index=34&type=section&id=PROPERTY%20DEVELOPMENT%20DIVISION) This division recorded no revenue but is advancing several joint venture projects, maintaining a prudent financial approach amidst market challenges - The Property Development Division recorded no revenue in this financial year[153](index=153&type=chunk) - The Group is advancing multiple development projects, with the premium residential project at 57A Nga Tsin Wai Road, Kowloon Tong, having obtained its occupation permit in June 2025, and the industrial property redevelopment project at 22 Yip Shing Street, Kwai Chung, expected to be completed this year[156](index=156&type=chunk)[162](index=162&type=chunk) - Looking ahead, the Group will continue to prudently manage its property portfolio and actively seek new opportunities. Strategically, the Group prefers forming joint ventures with suitable partners to leverage synergies, mitigate development risks, and maintain stable cash flow and a reasonable debt-to-equity ratio in projects[174](index=174&type=chunk) [PROPERTY INVESTMENT DIVISION](index=39&type=section&id=PROPERTY%20INVESTMENT%20DIVISION) Revenue decreased, but the division completed key sales and continues to generate rental income, with market stabilization expected from eased cooling measures Property Investment Division Revenue (HK$ Million) | Fiscal Year | Revenue | | :--- | :--- | | 2025 | 70.3 | | 2024 | 80.2 | - Two significant sales activities were undertaken during the year: - **Disposal**: Completed the sale of several shops at "The Austine Place" in Kwun Chung Street, Kowloon - **Strata Sale**: Launched the strata sale of "Hollywood Hill" at 222 Hollywood Road, with 48 sale and purchase agreements signed[178](index=178&type=chunk)[179](index=179&type=chunk) - The Group's key investment properties, including PeakCastle in Cheung Sha Wan, The Mercer in Sheung Wan, and Hollywood Hill in Hollywood Road, continue to generate rental income for the Group[180](index=180&type=chunk) - In terms of market outlook, despite a slowdown in the property investment market due to economic conditions, the government's easing of cooling measures like stamp duties is expected to attract investors back to the market. The residential leasing market remains relatively stable as some buyers delay home purchases, offering opportunities for "buy-to-let" investors[189](index=189&type=chunk)[190](index=190&type=chunk) [PROPERTY AGENCY AND MANAGEMENT DIVISION](index=44&type=section&id=PROPERTY%20AGENCY%20AND%20MANAGEMENT%20DIVISION) Revenue increased as the division provided comprehensive marketing and management services for the Group's diverse property portfolio Property Agency and Management Division Revenue (HK$ Million) | Fiscal Year | Revenue | | :--- | :--- | | 2025 | 21.6 | | 2024 | 18.0 | - The division served as marketing and project manager for several projects and provided management services for properties including The Austine Place, The Bedford, PeakCastle, The Connaught, Hollywood Hill, and others[199](index=199&type=chunk) - The division's services aim to optimize rental income and enhance property value through meticulous property maintenance, efficient operations, and transparent communication with tenants and owners[210](index=210&type=chunk)[211](index=211&type=chunk) [HEALTH PRODUCTS DIVISION](index=48&type=section&id=HEALTH%20PRODUCTS%20DIVISION) Revenue increased, driven by retail and wholesale of health products, with plans for market expansion into mainland China amidst rising health awareness Health Products Division Revenue (HK$ Million) | Fiscal Year | Revenue | | :--- | :--- | | 2025 | 13.6 | | 2024 | 11.3 | - The division primarily operates three major brands: Po Ying Fong (28-day post-natal tonic), Dr. Lingzhi (Lingzhi spore products), and HealthMate (Chinese and Western nutritional supplements)[219](index=219&type=chunk) - Sales channels include e-commerce and a physical retail store in Tsim Sha Tsui, with the latter complemented by professional in-store health consultation services to enhance customer interaction and brand image[219](index=219&type=chunk)[227](index=227&type=chunk) - Looking ahead, the division plans to further expand into the mainland China market and actively explore the growth potential of online sales platforms to meet the increasing demand for health products[226](index=226&type=chunk) [Financial Review](index=52&type=section&id=Financial%20Review) This section provides a detailed analysis of the Group's financial performance, liquidity, capital structure, and key financial metrics [SUMMARY OF RESULTS](index=52&type=section&id=SUMMARY%20OF%20RESULTS) Revenue grew, but the consolidated loss attributable to owners expanded significantly due to property revaluation losses and increased interest expenses Key Financial Items (HK$ Thousand) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 1,985,257 | 1,612,660 | | Consolidated Loss Attributable to Owners of the Company | (295,300) | (216,014) | | Basic Loss Per Share (HK cents) | (27.5) | (19.9) | | Net Asset Value Per Share (HK$) | 3.23 | 3.51 | - The net loss was primarily due to revaluation losses (approximately **HK$279 million**) from the property market downturn and interest expenses (approximately **HK$51.2 million**)[231](index=231&type=chunk) [Group Liquidity and Financial Resources](index=54&type=section&id=Group%20Liquidity%20and%20Financial%20Resources) The Group maintains a sound financial position with substantial bank facilities, improved current ratio, and positive net current assets, enhancing short-term solvency Liquidity and Financial Resources Status (HK$ Million) | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and Bank Balances | 477.7 | 441.5 | | Total Bank Loans | 1,931.0 | 1,878.1 | | Net Bank Borrowings | 1,453.3 | 1,436.6 | | Gearing Ratio | 42.0% | 38.1% | | Net Current Assets/(Liabilities) | 642.0 | (365.6) | | Current Ratio | 1.39x | 0.85x | - During the year, net cash outflow from operating activities was **HK$358 million**, primarily due to an increase in properties under development for sale and contract assets; net cash inflow from investing activities was **HK$344 million**, mainly from the disposal of investment properties; and net cash inflow from financing activities was **HK$50 million**[238](index=238&type=chunk) [Capital Structure](index=56&type=section&id=Capital%20Structure) Shareholders' equity decreased, and loans to joint ventures increased, with significant impairment losses recognized due to the property market downturn - As of March 31, 2025, shareholders' equity was **HK$3.462 billion**, and consolidated net asset value per share was **HK$3.23**, a decrease from the previous year, primarily due to the loss incurred during the year[244](index=244&type=chunk) - The Group provided loans totaling **HK$1.085 billion** to joint ventures to support their property development and investment projects in Hong Kong. These loans are partly interest-bearing, partly interest-free, all unsecured, and repayable on demand[249](index=249&type=chunk) Impairment Loss on Joint Venture Loans (HK$ Thousand) | Item | Impairment Loss Recognized in FY2025 | | :--- | :--- | | Joint Venture A and its subsidiaries | 269 | | Joint Venture B | 470 | | Joint Venture C | 30,992 | | Joint Venture D and its subsidiaries | 65,306 | | **Total** | **97,037** | - The impairment was primarily recognized due to rising interest rates and the downturn in the Hong Kong property market, leading to a further decline in the asset values of properties held by the joint ventures[257](index=257&type=chunk)[258](index=258&type=chunk) [Corporate Governance Report](index=63&type=section&id=Corporate%20Governance%20Report) This report details the Group's adherence to corporate governance principles, board structure, committee functions, and risk management practices [COMPLIANCE WITH CORPORATE GOVERNANCE CODE](index=63&type=section&id=COMPLIANCE%20WITH%20CORPORATE%20GOVERNANCE%20CODE) The company fully complied with the Corporate Governance Code, ensuring a diverse board with clear roles and continuous professional development for directors - The company complied with all applicable code provisions of the Corporate Governance Code for the year ended March 31, 2025[270](index=270&type=chunk)[273](index=273&type=chunk) - The Board Diversity Policy was implemented, with the appointment of Ms. Hao Quan as an Independent Non-executive Director in September 2024, achieving the goal of having at least one female representative on the Board[301](index=301&type=chunk) - The roles of Chairman (Mr. Cha Mou Sing, Payson) and Managing Director (Mr. Wong Sai Tat) are separate and clearly defined. The Chairman leads the Board in strategic planning, while the Managing Director is responsible for daily management and execution[310](index=310&type=chunk)[311](index=311&type=chunk)[312](index=312&type=chunk) [BOARD AND COMMITTEES](index=73&type=section&id=BOARD%20AND%20COMMITTEES) The Board and its committees operated effectively, reviewing key matters and fulfilling their responsibilities with high attendance rates among members - The Board has established an Audit Committee, a Nomination Committee, and a Remuneration Committee, all chaired by independent non-executive directors and composed of a majority of independent non-executive directors[330](index=330&type=chunk)[337](index=337&type=chunk)[343](index=343&type=chunk) Summary of Annual Meeting Attendance Records | Committee | Number of Meetings | Primary Responsibilities | | :--- | :--- | :--- | | Board | 4 | Evaluate business performance, approve financial reports, review internal control systems | | Audit Committee | 2 | Review financial statements, recommend external auditor, review effectiveness of internal controls | | Nomination Committee | 2 | Review board structure, assess independence of INEDs, recommend director candidates | | Remuneration Committee | 3 | Approve executive compensation, bonuses, and salary adjustments | - The report details the attendance of each director at general meetings, Board meetings, and various committee meetings, with overall good attendance[354](index=354&type=chunk) [RISK MANAGEMENT AND INTERNAL CONTROL](index=82&type=section&id=RISK%20MANAGEMENT%20AND%20INTERNAL%20CONTROL) The Board oversees effective risk management and internal control systems, supported by a dedicated committee and robust financial control procedures - The Board has conducted an annual review of the effectiveness of the Group's risk management and internal control systems (covering financial, operational, and compliance controls) and considers them effective and adequate[357](index=357&type=chunk) - The Group has established a Risk Management Committee, led by the Managing Director, responsible for identifying, assessing, and monitoring various business risks. Each business unit is required to conduct self-assessments and report to the committee[360](index=360&type=chunk) - The Group has a central cash management system to oversee investment and borrowing activities and has established strict expenditure approval and control procedures to ensure expenses are within budget[366](index=366&type=chunk) [Report of the Directors](index=91&type=section&id=Report%20of%20the%20Directors) This report outlines the Group's principal business activities, financial results, share option scheme, and continuing connected transactions [BUSINESS REVIEW](index=91&type=section&id=BUSINESS%20REVIEW) This section outlines the Group's core business activities and financial performance, noting the Board's decision to withhold interim dividends for the year - The company, as an investment holding company, has its principal activities of subsidiaries, associates, and joint ventures detailed in Notes 50, 19, and 20 to the financial statements[395](index=395&type=chunk) - The Board has resolved not to declare a second interim dividend for the year ended March 31, 2025, and no first interim dividend was paid during the year (compared to **HK$1.0 cent per share** paid in the prior year)[405](index=405&type=chunk)[410](index=410&type=chunk) [SHARE OPTION SCHEME](index=95&type=section&id=SHARE%20OPTION%20SCHEME) The old share option scheme expired, and no options have been granted under the new scheme since its adoption, with a specified total number of shares available - Under the 2011 share option scheme, 22,146,000 unexercised share options as of April 1, 2024, all lapsed during the year due to the expiry of their exercise period[425](index=425&type=chunk)[444](index=444&type=chunk) - The company adopted a new share option scheme on August 25, 2020, valid until August 24, 2030. No share options have been granted under this scheme since its adoption[426](index=426&type=chunk)[443](index=443&type=chunk) [CONTINUING CONNECTED TRANSACTIONS](index=119&type=section&id=CONTINUING%20CONNECTED%20TRANSACTIONS) The Group's framework agreement with Mei Hang for engineering services remained well within its annual cap, confirmed as fair and reasonable by independent directors - The Group entered into a three-year framework agreement with Mei Hang Group for the provision of facade and curtain wall engineering services[532](index=532&type=chunk) Continuing Connected Transactions with Mei Hang Group (HK$) | Fiscal Year | Annual Cap | Actual Total Transaction Cost | | :--- | :--- | :--- | | 2025 | 80,000,000 | 11,025,000 | - As Mei Hang is an associate of CCM Trust, a substantial shareholder of the Company, this transaction constitutes a continuing connected transaction under the Listing Rules and was approved by shareholders at an extraordinary general meeting[537](index=537&type=chunk)[538](index=538&type=chunk) [Independent Auditor's Report](index=127&type=section&id=Independent%20Auditor's%20Report) This section presents the independent auditor's opinion on the consolidated financial statements, including key audit matters and their approach to these areas [OPINION](index=127&type=section&id=OPINION) The auditor issued an unmodified opinion, confirming the consolidated financial statements present a true and fair view in accordance with Hong Kong Financial Reporting Standards - The auditor issued an unmodified opinion (clean opinion) on the consolidated financial statements[563](index=563&type=chunk) - The auditor confirmed that the financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[563](index=563&type=chunk) [KEY AUDIT MATTER](index=128&type=section&id=KEY%20AUDIT%20MATTER) The valuation of investment properties was identified as a key audit matter due to its material amount and significant judgment involved, with the auditor performing extensive review procedures - The sole key audit matter for this period is "Valuation of Investment Properties"[570](index=570&type=chunk) - The reasons for identifying this matter are: - **Material Amount**: The fair value of investment properties is **HK$2.193 billion**, representing approximately **37%** of total assets - **Significant Judgment**: Valuation involves significant unobservable inputs (e.g., market rent, capitalization rates) and judgments[570](index=570&type=chunk)[571](index=571&type=chunk) - The auditor's response procedures included: assessing the independence and professional competence of external valuers, understanding the valuation methodology, and comparing key data used in the valuation (e.g., market rent, capitalization rates) with market comparable data[573](index=573&type=chunk)[578](index=578&type=chunk) [Consolidated Financial Statements](index=135&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's complete consolidated financial statements, including the statement of profit or loss, statement of financial position, and statement of cash flows [Consolidated Statement of Profit or Loss](index=136&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) Revenue increased, but the Group's annual loss widened significantly due to increased costs, fair value losses on investment properties, and impairment losses Consolidated Statement of Profit or Loss Summary (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 1,985,257 | 1,612,660 | | Gross Profit | 124,469 | 119,855 | | Loss from fair value changes of investment properties | (140,706) | (71,078) | | Net impairment losses under expected credit loss model | (97,794) | (88,216) | | Finance costs | (51,209) | (65,625) | | **Loss for the year** | **(295,300)** | **(216,014)** | [Consolidated Statement of Financial Position](index=138&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Total assets decreased, while liabilities slightly increased, leading to a reduction in shareholders' equity, though short-term liquidity improved Consolidated Statement of Financial Position Summary (HK$ Thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Non-current assets** | **3,667,385** | **4,178,381** | | Of which: Investment properties | 2,193,170 | 2,743,080 | | Of which: Loans to joint ventures | 1,085,366 | 1,036,628 | | **Current assets** | **2,297,720** | **2,047,739** | | **Total assets** | **5,965,105** | **6,226,120** | | **Current liabilities** | **1,655,677** | **2,413,371** | | **Non-current liabilities** | **847,795** | **46,223** | | **Total liabilities** | **2,503,472** | **2,459,594** | | **Net assets** | **3,461,633** | **3,766,526** | [Consolidated Statement of Cash Flows](index=141&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) Operating activities resulted in a net cash outflow, while investing and financing activities generated net cash inflows, leading to a net increase in cash and cash equivalents Consolidated Statement of Cash Flows Summary (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (357,908) | (204,500) | | Net cash from (used in) investing activities | 344,206 | (18,753) | | Net cash from financing activities | 50,000 | 265,563 | | **Net increase in cash and cash equivalents** | **36,298** | **42,310** | | Cash and cash equivalents at beginning of year | 441,485 | 399,488 | | **Cash and cash equivalents at end of year** | **477,722** | **441,485** | [Financial Summary](index=280&type=section&id=Financial%20Summary) This section provides a five-year summary of the Group's key financial performance, assets, and liabilities, offering a historical perspective Five-Year Financial Summary (HK$ Thousand) | Item | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 1,985,257 | 1,612,660 | 1,232,803 | 1,438,340 | 1,451,560 | | (Loss) Profit before tax | (295,474) | (215,854) | (35,951) | 162,716 | 273,190 | | (Loss) Profit for the year | (295,300) | (216,014) | (38,432) | 154,343 | 274,986 | | **Assets and Liabilities** | | | | | | | Total assets | 5,965,105 | 6,226,120 | 6,162,834 | 6,718,801 | 8,130,161 | | Total liabilities | (2,503,472) | (2,459,594) | (2,090,152) | (2,502,363) | (3,993,056) | | Equity attributable to owners of the Company | 3,461,633 | 3,766,526 | 4,072,682 | 4,216,438 | 4,137,105 | [Summary of Major Properties](index=281&type=section&id=Summary%20of%20Major%20Properties) This section provides an overview of the Group's significant property holdings, categorized by investment, development, and self-used properties [A. INVESTMENT PROPERTIES HELD FOR RENTAL INCOME PURPOSES](index=281&type=section&id=A.%20INVESTMENT%20PROPERTIES%20HELD%20FOR%20RENTAL%20INCOME%20PURPOSES) The Group holds several commercial properties for rental income, including PeakCastle and The Mercer, both 100% owned - Key rental properties include PeakCastle at 476 Castle Peak Road, Kowloon (gross floor area of **145,394 sq. ft.**), and The Mercer at 29 Jervois Street, Hong Kong (gross floor area of **37,933 sq. ft.**), both 100% owned[1248](index=1248&type=chunk) [B. PROPERTIES UNDER DEVELOPMENT FOR SALE IN HONG KONG](index=282&type=section&id=B.%20PROPERTIES%20UNDER%20DEVELOPMENT%20FOR%20SALE%20IN%20HONG%20KONG) The Group has multiple residential and industrial properties under development for sale in Hong Kong, mostly as joint ventures, with various completion dates Overview of Major Properties Under Development | Project Name/Location | Property Type | Group's Attributable Interest | Estimated Completion Date | | :--- | :--- | :--- | :--- | | Park College (Kowloon Tong) | Residential | 50% | 2025 | | Johnson Place (Chai Wan) | Industrial | 50% | No specific plan | | San Tin Tsuen (Yuen Long) | Residential | 50% | 2026 | | Siu Lam (Tuen Mun) | Residential | 24.82% | No specific plan | | West Castle (Kwai Chung) | Industrial | 50% | 2025 | | 18 Lee Chung Street (Chai Wan) | Industrial | 50% | 2026 | [D. SELF-USED PROPERTIES](index=284&type=section&id=D.%20SELF-USED%20PROPERTIES) The Group's self-used properties include offices in Sha Tin and a commercial property in Connaught Road West, co-owned with a joint venture partner - Key self-used properties include offices on the 21st and 22nd floors of Kings Wing Plaza 1, 3 On Kwan Street, Shek Mun, Sha Tin (100% interest), and The Connaught at 138 Connaught Road West (50% interest)[1253](index=1253&type=chunk)