| 恒生标普五百－Ｕ(09195) | 1.360 | 1.362 | 0.15% | | --- | --- | --- | --- | | 易方达高股息(03483) | 14.980 | 15.100 | 0.13% | | 周大福创建(00659) | 8.520 | 8.600 | 0.12% | | ＸＴＲ美国(03020) | 1,566.000 | 1,568 | 0.03% | | Ａ博时港元(03152) | 1,105.650 | 1,106 | 0.02% | 智通财经APP获悉，截止10月6日收盘，有133只股票创52周新高，其中北大青鸟环宇(08095)、中华燃气 (08246)、叮当健康(09886)创高率位于前3位，分别为67.47%、50.00%、33.01%。 52周新低排行 52周新高排行 | 股票名称 | 收盘价 | 最高价 | 创高率 | | --- | --- | --- | --- | | 北大青鸟环宇(08095) | 1.390 | 1.390 | 67.47% | | 中华燃气(08246) | 0.158 | 0.300 | 50.00% | | 叮当健康 ...

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9月30日 狀態: 新提交 公司名稱: 佳明集團控股有限公司 呈交日期: 2025年10月3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) | 01271 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 HKD | | | 100,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 HKD | | | 100,000,000 | 本月底法定/註冊股本總額： HKD 10 ...

Major Events - Different Group (06090) has a public offering with a subscription rate of 3317.47 times the upper limit price [1] - Botai Che Lian (02889) plans to globally offer 10.4369 million H-shares from September 22 to September 25 [1] - Changhong Jiahua (03991) received a privatization offer from Changhong Group at a premium of approximately 32.93%, with resumption of trading on September 23 [1] - Huajian Medical (01931) signed a strategic cooperation agreement with Chuangsheng Group-B (06628) involving the tokenization of a $1.5 billion innovative drug pipeline asset [1] - Gilead Sciences-B (01672) reported that ASC47 combined with Semaglutide showed a weight loss effect improvement of up to 56.2% compared to Semaglutide alone in obese subjects [1] - Fosen Pharmaceutical (01652) plans to sell all equity of Henan Fosen Smart Energy Technology for 73 million yuan [1] - Maiyue Technology (02501) entered into strategic cooperation agreements with NetEase Youdao and Ferry International [1] - Zhongchuang Zhiling (00564) intends to invest 270 million yuan to establish Yaxinke Thermal Management Technology (Yizheng) Co., Ltd. to enhance market competitiveness in automotive thermal management systems [1] - Garmin Group Holdings (01271) plans to sell a portfolio of four data center projects for 5.25 billion HKD [1] Buybacks and Increases - Tencent Holdings (00700) repurchased 862,000 shares for 550 million HKD on September 22 [1] - Standard Chartered Group (02888) repurchased 517,100 shares for 7.3877 million GBP on September 19 [1] - Midea Group (00300) repurchased 3.415 million A-shares for 250 million yuan on September 22 [1] - Anta Sports (02020) repurchased 2.12 million shares for 199 million HKD on September 22 [1] - Kuaishou-W (01024) repurchased 1 million shares for 73.7998 million HKD on September 22 [1] - Heng Rui Pharmaceutical (01276) repurchased 656,000 A-shares for 45.7493 million yuan on September 19 [1] - Shenzhen Expressway Company (00548) received an increase of 25.38 million H-shares from shareholder Yunsong Capital [1]

Group 1 - The company announced that Wellford Properties has not yet entered into any final agreements with potential buyers, and the exclusivity period will end on September 15, 2025 [1] - On September 22, 2025, the company signed a non-binding indicative term sheet with a potential buyer for the sale of a portfolio of four data center projects, including the acquisition of all shares of Wellford Properties Holdings Limited and Wei Feng Properties Limited, with a total potential consideration of HKD 5.25 billion [1][2] - The potential sale is subject to the signing of a final sale agreement and negotiation of terms [1] Group 2 - As part of the transaction, Wellford Properties Holdings Limited will undergo an internal restructuring to hold all shares of the target group companies, which include various data center entities registered in Hong Kong [2] - Wei Feng, a wholly-owned subsidiary of Wellford, will be divested from Wellford Properties Holdings Limited [2] - The board believes that the comprehensive offer for the entire data center asset portfolio aims to provide strategic advantages and greater certainty for the company's deleveraging goals [3] Group 3 - If the potential sale is realized, most of the net proceeds are expected to be used to repay the company's bank borrowings, thereby reducing debt and financial costs [3] - The board considers that entering into the term sheet and the potential sale aligns with the overall interests of the company and its shareholders [3]

Group 1 - The company, Garmin Group Holdings, announced that Wellford Properties has not yet entered into any final agreements with potential buyers regarding a potential transaction, and the exclusivity period will end on September 15, 2025 [1] - On September 22, 2025, the company signed a non-binding indicative term sheet with a potential buyer for the sale of a portfolio of four data center projects, which includes the acquisition of all shares of Wellford Properties Holdings Limited (WPHL) and the acquisition of all shares of Wei Feng Properties Limited [1][2] - The total potential consideration for the potential sale is HKD 5.25 billion [1] Group 2 - As part of the transaction, WPHL will undergo an internal restructuring to hold all shares of the target group companies, which include various data center entities registered under Hong Kong law [2] - Wei Feng, a company fully owned by WPHL, will be divested from WPHL as part of the restructuring [2] - The board believes that the single, comprehensive offer for the entire data center asset portfolio aims to provide greater strategic advantages and certainty for the company's deleveraging goals [3] Group 3 - If the potential sale is realized, most of the net proceeds are expected to be used to repay the company's bank borrowings, thereby reducing a significant portion of its debt and lowering financial costs [3] - The board considers that entering into the term sheet and the potential sale (if realized) aligns with the overall interests of the company and its shareholders [3]

內幕消息 (A)潛在交易的獨家期屆滿； 以及 (B)簽署與潛在出售事項有關的指示性條款書 本公佈乃由佳明集團控股有限公司（「本公司」，連同其附屬公司，統稱「本集 團」）根據香港聯合交易所有限公司證劵上市規則（「上市規則」）第13.09(2)條及 香港法例第571章證劵及期貨條例第XIVA部項下之內幕消息條文（定義見上市 規則）作出。 (A) 潛在交易的獨家期屆滿 茲提述本公司日期為二零二五年六月十九日有關潛在交易的公佈（「該公 佈」）。除非本公佈另有界定，否則本公佈所採用的詞彙與該公佈所界定 者具有相同涵義。 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佈的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈 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的有限公司） （股份代號：1271） 條款書 日期 二零二五年九月二十二日（交易時段後） 訂約方 標的事項 條款書列出了潛在出售事項的指示性條款及架構。作為交易的一部分，預計 於簽署最終買賣協議後，WPHL將立即進行內部重組，藉此持有以下公司（「目 標集團」）的全部股權： 本 ...

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: 佳明集團控股有限公司 呈交日期: 2025年9月3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) | 01271 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月底法定/ ...

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佈的內容概不負責， 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佈全部或任何部 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。 茲提述佳明集團控股有限公司（「本公司」）日期為二零二五年七月二十五日之通函（「通 函」）以及股東週年大會通告（「通告」）。 除文義另有所指外，本公佈所用詞彙與通函所界 定者具有相同涵義。 股東週年大會投票表決結果 董事會謹此公佈，於二零二五年八月二十一日舉行之股東週年大會上，股東以投票表決 方式正式通過載於通告內之所有決議案。投票結果如下： | | | 票數 | | | --- | --- | --- | --- | | | 普通決議案 | (概約%) | | | | | 贊成 | 反對 | | 1. | 省覽及批准本公司截至二零二五年三月三十一日止 | 1,250,232,897 | 1 | | | 年度的經審核財務報表、董事會報告及獨立核數師 | (99.99%) | (0.01%) | | | 報告。 | | | | 2. (a) | 重選曾嘉敏女士為本公司執行董事。 | 1,250,232,897 ...

公司名稱: 佳明集團控股有限公司 呈交日期: 2025年8月4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) | 01271 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 HKD | | | 100,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 HKD | | | 100,000,000 | 本月底法定/註冊股本總額： HKD 100,000,000 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 ...

[Corporate Information](index=2&type=section&id=Corporate%20Information) This section provides an overview of the company's governance structure, including its Board of Directors and key administrative details [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) The company's Board of Directors comprises executive and independent non-executive directors, supported by audit, remuneration, and nomination committees to ensure robust corporate governance - The Board members include Chairman Mr Chan Hung Ming, CEO Mr Lau Chi Wah, CFO Mr Kwan Wing Wo, Ms Tsang Ka Man, Ms Chan Pui Yin (Executive Directors), and Mr Tsui Ka Wah, Mr Kan Yau Wo, Mr Ho Chiu Yin, Mr Li Chung Yiu (Independent Non-executive Directors)[3](index=3&type=chunk)[5](index=5&type=chunk) - The Board has established an Audit Committee, Remuneration Committee, and Nomination Committee, each chaired by an independent non-executive director[3](index=3&type=chunk)[5](index=5&type=chunk) [Key Administrative Details](index=3&type=section&id=Key%20Administrative%20Details) This section outlines key administrative information including authorized representatives, company secretary, registered office, Hong Kong headquarters, share registrar, legal advisors, auditor, principal bankers, stock code, and company website - The company's stock code is **1271**, and its website is **www.grandming.com.hk**[6](index=6&type=chunk)[7](index=7&type=chunk) - The company's auditor is BDO Limited, and its principal bankers include Dah Sing Bank Limited and UOB Hong Kong Branch[6](index=6&type=chunk)[7](index=7&type=chunk) [Financial Highlights](index=4&type=section&id=Financial%20Highlights) This section presents key financial metrics for the Group, showing a net loss in FY2025 despite revenue growth, alongside deteriorating liquidity and increased gearing [Key Financial Metrics](index=4&type=section&id=Key%20Financial%20Metrics) The Group recorded a net loss in FY2025, with significant revenue growth but a shift to operating loss, primarily due to fair value changes in investment properties and an expanded underlying loss; liquidity ratios declined, while gearing ratios increased, and return on equity turned negative Key Financial Data for FY2021-2025 (HK$ thousand) | Metric | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | | | | | | | a. Construction | 13,721 | 77,648 | (88,954) | 395,521 | 1,133,711 | | b. Property Leasing | 281,976 | 276,531 | 243,072 | 200,687 | 164,674 | | c. Property Development | 850,058 | 178,512 | 4,850,442 | 221,659 | 194,000 | | **Total Revenue** | 1,145,755 | 532,691 | 5,004,560 | 817,867 | 1,492,385 | | Operating (Loss)/Profit | (169,460) | 435,798 | 1,634,272 | 85,579 | 249,466 | | Operating (Loss)/Profit Excluding Fair Value Changes of Investment Properties | (48,763) | 51,635 | 1,658,144 | (7,135) | 248,077 | | Fair Value Changes of Investment Properties | (120,697) | 384,163 | (23,872) | 92,714 | 1,389 | | Underlying (Loss)/Profit | (171,358) | (85,713) | 1,299,332 | (75,167) | 147,646 | | Dividends | – | 56,809 | 653,105 | 397,472 | 113,564 | | Current Ratio | 0.32 | 1.18 | 2.12 | 0.63 | 0.84 | | Gearing Ratio | 213.6% | 199.0% | 155.3% | 230.9% | 161.6% | | Net Gearing Ratio | 206.9% | 179.8% | 134.8% | 198.1% | 116.4% | | Return on Equity | (10.7%) | 10.1% | 42.8% | 0.8% | 6.0% | - Total revenue for FY2025 was **HK$1.1458 billion**, a **115.1% increase** from HK$532.7 million in FY2024, primarily driven by a significant increase in property development revenue[8](index=8&type=chunk) - Operating loss for FY2025 was **HK$169.5 million**, compared to an operating profit of HK$435.8 million in FY2024, mainly due to a shift from gain to loss in fair value changes of investment properties[8](index=8&type=chunk) [Five-Year Financial Summary](index=6&type=section&id=Five-Year%20Financial%20Summary) This section provides a consolidated overview of the Group's financial performance and position over five years, highlighting a shift to net loss and a decline in total assets and equity in FY2025 [Consolidated Financial Performance and Position](index=6&type=section&id=Consolidated%20Financial%20Performance%20and%20Position) The Group's five-year financial summary indicates a net loss in FY2025, with decreases in total assets and total equity, while total liabilities remained relatively stable, reflecting financial pressure in the current market environment Consolidated Five-Year Financial Summary (HK$ thousand) | Metric | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Performance** | | | | | | | Revenue | 1,145,755 | 532,691 | 5,004,560 | 817,867 | 1,492,385 | | (Loss)/Profit Before Tax | (266,271) | 313,131 | 1,529,180 | 26,733 | 187,904 | | (Loss)/Profit for the Year | (292,055) | 298,450 | 1,275,460 | 17,547 | 149,035 | | **Assets and Liabilities** | | | | | | | Total Assets | 9,096,335 | 9,386,245 | 8,150,242 | 10,673,730 | 9,840,259 | | Total Liabilities | 6,375,509 | 6,433,239 | 5,168,409 | 8,548,181 | 7,362,721 | | Total Equity | 2,720,826 | 2,953,006 | 2,981,833 | 2,125,549 | 2,477,538 | - A net loss of **HK$292.1 million** was recorded in FY2025, compared to a net profit of HK$298.5 million in FY2024[10](index=10&type=chunk) - As of March 31, 2025, total assets were **HK$9.096 billion**, a slight decrease from HK$9.386 billion in FY2024[10](index=10&type=chunk) [Chairman's Statement](index=7&type=section&id=Chairman's%20Statement) This statement reviews the Group's overall performance, business operations, and future outlook, highlighting a shift to net loss, progress in property and data center businesses, and a cautious strategy for financial stability [Overall Performance and Dividends](index=7&type=section&id=Overall%20Performance%20and%20Dividends) The Group shifted from profit to a net loss of HK$292.1 million in FY2024/25, primarily due to property impairment losses and fair value losses on investment properties amid an unfavorable Hong Kong real estate market; no final dividend is recommended given market challenges - A net loss of **HK$292.1 million** was recorded in FY2024/25, compared to a net profit of HK$298.5 million in FY2023/24[14](index=14&type=chunk)[18](index=18&type=chunk) - The loss was primarily attributable to impairment losses on properties under development, completed properties held for sale, and owner-occupied properties, as well as unrealized net fair value losses on investment properties and investment properties under development[14](index=14&type=chunk)[18](index=18&type=chunk) - No dividends were paid for FY2024/25, and the Board does not recommend a final dividend[16](index=16&type=chunk)[20](index=20&type=chunk) [Review of Operations](index=8&type=section&id=Review%20of%20Operations) The Group's property development business progressed in both Hong Kong and mainland China, with several residential projects sold and delivered; data center leasing revenue grew by 2.0%, new data center construction advanced, and the construction business held contracts totaling approximately HK$2.05 billion - Approximately **6%** of units at the Hong Kong property development project 'The Grand Summit' and **30%** of residential units at 'The Aura' were delivered, with related revenue recognized in FY2024/25[21](index=21&type=chunk)[22](index=22&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) - Superstructure works for the Fanling project are completed, interior fitting-out is underway, with completion expected in Q3 2025, and pre-sale consent has been applied for[23](index=23&type=chunk)[27](index=27&type=chunk) - Revenue from data center property leasing business increased by **2.0%** year-on-year to **HK$274.3 million**; iTech Tower 3.1 is scheduled for phased delivery starting Q3 2025, and iTech Tower 3.2 is planned for phased completion by mid-2026[31](index=31&type=chunk)[32](index=32&type=chunk)[36](index=36&type=chunk) - As of March 31, 2025, the construction business held contracts with a total value of approximately **HK$2.05 billion**[33](index=33&type=chunk)[37](index=37&type=chunk) [Outlook](index=10&type=section&id=Outlook) Facing economic uncertainties from US-China trade tensions and geopolitical instability, the Group will adopt a cautious approach, focusing on generating working capital, reducing liabilities, and actively evaluating balance sheet deleveraging strategies, including the potential sale of its entire interest in the holding companies of iTech Tower 3.1 and 3.2 - The Group will adopt a highly cautious approach to safeguard financial stability, focusing on generating sufficient working capital from its principal businesses and reducing overall liabilities[38](index=38&type=chunk)[42](index=42&type=chunk) - All feasible strategies are being actively evaluated and implemented to reduce balance sheet leverage, increase working capital, and strengthen long-term financial stability[39](index=39&type=chunk)[42](index=42&type=chunk) - On June 19, 2025, the Group received a non-binding letter of intent for the potential acquisition of the entire interest in the holding companies of iTech Tower 3.1 and 3.2; if completed, this transaction would help improve financial position and reduce liabilities[39](index=39&type=chunk)[42](index=42&type=chunk) [Management Discussion and Analysis](index=12&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed financial review, discusses liquidity and financial resources challenges, and outlines risk management strategies and other disclosures for the Group [Financial Review](index=12&type=section&id=Financial%20Review) In FY2024/25, the Group's consolidated revenue surged by 115.1% to HK$1.1458 billion, with consolidated gross profit increasing by 97.4%; however, an impairment loss of HK$189.8 million on properties due to an unfavorable Hong Kong property market led to a decline in gross margin, resulting in a net loss of HK$292.1 million, primarily impacted by property impairment and fair value losses on investment properties Financial Performance for FY2024/25 (HK$ thousand) | Metric | 2025 FY | 2024 FY | YoY Change | | :--- | :--- | :--- | :--- | | Consolidated Revenue | 1,145,800 | 532,700 | +115.1% | | Consolidated Gross Profit | 332,700 | 168,600 | +97.4% | | Gross Margin | 29.0% | 31.6% | -2.6% | | Operating Expenses | 347,600 | 123,100 | +182.5% | | Fair Value Changes of Investment Properties | (120,700) | 384,200 | Shift from gain to loss | | Finance Costs | 96,800 | 122,700 | -21.1% | | Net (Loss)/Profit | (292,100) | 298,500 | Shift from profit to loss | | Underlying (Loss)/Profit | (171,400) | (85,700) | Loss widened | | Impairment Loss on Properties Under Development and Completed Properties Held for Sale | 189,800 | - | - | | Impairment Loss on Owner-Occupied Properties | 45,400 | - | - | - Gross margin decreased to **29.0%** (FY2023/24: 31.6%), primarily due to the recognition of an **HK$189.8 million** impairment loss on properties under development and completed properties held for sale[47](index=47&type=chunk)[52](index=52&type=chunk) - Operating expenses for the year increased by **182.5%** to **HK$347.6 million**, mainly from real estate agency commissions generated by the sales of 'The Grand Summit' and 'The Aura'[48](index=48&type=chunk)[53](index=53&type=chunk) [Liquidity and Financial Resources](index=13&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's liquidity position faces challenges, with a decrease in total bank loans but a significant drop in current ratio to 0.32 times, and increases in both gearing and net gearing ratios; nevertheless, the Board believes the Group has sufficient working capital through operating cash flow, bank credit facilities, and controlling shareholder loans Liquidity and Financial Resources for FY2024/25 (HK$ thousand) | Metric | 2025 FY | 2024 FY | YoY Change | | :--- | :--- | :--- | :--- | | Outstanding Bank Loans | 5,229,000 | 5,841,000 | -10.5% | | Gearing Ratio | 213.6% | 199.0% | +14.6% | | Current Ratio | 0.32 | 1.18 | -72.9% | | Cash and Bank Balances | 180,200 | 567,400 | -68.2% | | Controlling Shareholder Loans | 607,500 | - | New | | Ultimate Holding Company Loans | 36,800 | 36,800 | - | - The current ratio decreased from **1.18 times** in FY2023/24 to **0.32 times** in FY2024/25, indicating increased liquidity pressure[59](index=59&type=chunk)[62](index=62&type=chunk) - The Group obtained an unsecured loan of approximately **HK$607.5 million** from controlling shareholder Mr Chan Hung Ming, bearing an annual interest rate of **3%** and maturing between April and May 2028, to supplement working capital[57](index=57&type=chunk)[58](index=58&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Risk Management and Other Disclosures](index=14&type=section&id=Risk%20Management%20and%20Other%20Disclosures) The Group manages interest rate risk through interest rate swap contracts and considers foreign exchange risk immaterial; as of March 31, 2025, approximately HK$8.106 billion in assets were pledged to secure about HK$5.177 billion in bank loans; there were no significant acquisitions or disposals of subsidiaries during the year, with a total of 157 employees and total staff costs of approximately HK$117.8 million - The Group mitigates floating interest rate risk through interest rate swap contracts, holding approximately **HK$1.52 billion** in such contracts as of March 31, 2025[63](index=63&type=chunk)[68](index=68&type=chunk) - As of March 31, 2025, approximately **HK$8.106 billion** in assets were pledged to secure bank loans totaling about **HK$5.177 billion**[65](index=65&type=chunk)[70](index=70&type=chunk) - As of March 31, 2025, the Group had **157 employees**, with total staff costs of approximately **HK$117.8 million** for FY2024/25[75](index=75&type=chunk)[80](index=80&type=chunk) [Report of the Directors](index=16&type=section&id=Report%20of%20the%20Directors) This report details the Group's principal activities, financial results, key relationships, environmental policies, directors' and shareholders' interests, remuneration schemes, and corporate governance compliance [Principal Activities and Results](index=16&type=section&id=Principal%20Activities%20and%20Results) The Company primarily engages in investment holding, with its subsidiaries focused on building construction, property leasing, and property development; FY2024/25 results are presented in the consolidated statement of profit or loss, and the Board does not recommend a final dividend - The Company's principal business is investment holding, with subsidiaries primarily engaged in building construction, property leasing, and property development businesses; there were no significant changes in the nature of business in FY2024/25[84](index=84&type=chunk)[89](index=89&type=chunk) - The Board does not recommend the payment of a final dividend for FY2024/25[85](index=85&type=chunk)[91](index=91&type=chunk) [Business Review and Key Relationships](index=17&type=section&id=Business%20Review%20and%20Key%20Relationships) The Group's business review and outlook are detailed in the Chairman's Statement, emphasizing the importance of fostering strong relationships with employees, customers, suppliers, and banks; the Group is committed to protecting employee rights, enhancing customer service, maintaining long-term subcontractor collaborations, and sustaining good financing relationships with banks - The Group regards employees as its most valuable asset, ensuring fair remuneration and providing safety training[98](index=98&type=chunk)[103](index=103&type=chunk) - The Group maintains contact with customers through various channels to gather feedback and suggestions, and establishes long-term business relationships with subcontractors to uphold quality standards[99](index=99&type=chunk)[103](index=103&type=chunk) - The Group's business is capital-intensive, and it strives to build and maintain good relationships with multiple commercial banks to secure continuous financing[100](index=100&type=chunk)[103](index=103&type=chunk) [Environmental Policies and Compliance](index=18&type=section&id=Environmental%20Policies%20and%20Compliance) The Group's construction and data center property leasing segments have established an environmental management system compliant with ISO14001:2015, with no significant environmental non-compliance in FY2024/25; the company also promotes green office practices and has published an Environmental, Social and Governance Report - The construction and data center property leasing segments have established an environmental management system and obtained **ISO14001:2015 certification**[101](index=101&type=chunk)[104](index=104&type=chunk) - During FY2024/25, there were no significant non-compliance issues regarding air pollution, noise control, construction waste disposal, or emissions[102](index=102&type=chunk)[104](index=104&type=chunk) - An Environmental, Social and Governance Report, compliant with Appendix C2 of the Listing Rules, has been published, and green office practices are encouraged[105](index=105&type=chunk)[114](index=114&type=chunk) [Directors and Shareholder Interests](index=20&type=section&id=Directors%20and%20Shareholder%20Interests) This section discloses changes in Board members, including Ms Chan Pui Yin's appointment, details directors' and chief executives' share interests and short positions in the Company and its associated corporations, and outlines major shareholders' interests; it also confirms directors have no interests in competing businesses and discloses exempted connected transactions - Ms Chan Pui Yin was appointed as an Executive Director on **September 16, 2024**, and will stand for re-election at the upcoming Annual General Meeting[127](index=127&type=chunk)[131](index=131&type=chunk) Interests of Directors and Chief Executives in the Company's Shares (as of March 31, 2025) | Director Name | Capacity/Nature of Interest | Number of Ordinary Shares Held (thousand shares) | Number of Relevant Ordinary Shares Held (thousand shares) | Total (thousand shares) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr Chan Hung Ming | Controlled Corporation Interest | 921,642,940 | – | 921,642,940 | 64.89% | | Mr Lau Chi Wah | Controlled Corporation Interest | 106,293,660 | – | 106,293,660 | 7.48% | | Mr Kwan Wing Wo | Beneficial Owner | – | 1,000,000 | 1,000,000 | 0.07% | | Ms Tsang Ka Man | Beneficial Owner | 1,586,000 | 1,000,000 | 2,586,000 | 0.18% | | Mr Tsui Ka Wah | Beneficial Owner | – | 200,000 | 200,000 | 0.01% | | Mr Kan Yau Wo | Beneficial Owner | – | 200,000 | 200,000 | 0.01% | | Mr Ho Chiu Yin | Beneficial Owner | – | 200,000 | 200,000 | 0.01% | | Mr Li Chung Yiu | Beneficial Owner | – | 200,000 | 200,000 | 0.01% | Interests of Substantial Shareholders in the Company's Shares (as of March 31, 2025) | Shareholder Name | Capacity/Nature of Interest | Number of Ordinary Shares Held (thousand shares) | Number of Relevant Ordinary Shares Held (thousand shares) | Total (thousand shares) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | :--- | | Chan HM Company Limited | Beneficial Owner | 921,642,940 | – | 921,642,940 | 64.89% | | Lau CW Company Limited | Beneficial Owner | 106,293,660 | – | 106,293,660 | 7.48% | | Ms Cheung Suk Fong | Family | 106,293,660 | 1,000,000 | 107,293,660 | 7.55% | | Bridge Bank Co Limited | Security Interest | 1,027,936,600 | – | 1,027,936,600 | 72.37% | - In FY2024/25, Mr Chan Hung Ming advanced a loan of **HK$607.5 million** to the Company, and parking spaces were sold to associates of Mr Chan Hung Ming and Mr Lau Chi Wah, all constituting exempted connected transactions[166](index=166&type=chunk) [Remuneration and Incentive Schemes](index=26&type=section&id=Remuneration%20and%20Incentive%20Schemes) The remuneration policy for directors and senior management aims to incentivize performance and is reviewed by the Remuneration Committee; the Group operates MPF and PRC pension schemes; the old share option scheme has expired, and while new share option and share award schemes were adopted, no new entitlements were granted in FY2024/25 - The directors' remuneration policy includes fixed and variable components, reviewed by the Remuneration Committee, and considers experience, responsibilities, individual performance, and Group profit performance[177](index=177&type=chunk)[178](index=178&type=chunk)[183](index=183&type=chunk) - In FY2024/25, the Group's total employer contributions were approximately **HK$2.6 million** for the Hong Kong Mandatory Provident Fund Scheme and PRC pension schemes[182](index=182&type=chunk)[186](index=186&type=chunk) - The old share option scheme expired on **July 23, 2023**, with **15,280,000** share options remaining unexercised as of March 31, 2025[188](index=188&type=chunk)[190](index=190&type=chunk)[193](index=193&type=chunk) - Both the new share option scheme and share award scheme were adopted on **August 4, 2023**, with a ten-year validity, but no share options or award shares have been granted under either scheme as of the report date[194](index=194&type=chunk)[195](index=195&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk)[203](index=203&type=chunk)[206](index=206&type=chunk)[208](index=208&type=chunk)[210](index=210&type=chunk)[220](index=220&type=chunk) [Corporate Governance and Auditor](index=32&type=section&id=Corporate%20Governance%20and%20Auditor) The Company complied with all code provisions of the Corporate Governance Code in FY2024/25; BDO Limited, the auditor, will be proposed for re-appointment at the Annual General Meeting; the Company maintains the minimum public float required by the Listing Rules - The Company complied with all code provisions set out in Part 2 of the Corporate Governance Code in Appendix C1 of the Listing Rules during FY2024/25[223](index=223&type=chunk)[227](index=227&type=chunk) - The consolidated financial statements for FY2024/25 have been audited by BDO Limited, which will be proposed for re-appointment[230](index=230&type=chunk)[233](index=233&type=chunk) - As of the date of this annual report, the Company maintains the minimum public float required by the Listing Rules[229](index=229&type=chunk)[232](index=232&type=chunk) [Biographies of the Directors and Senior Management](index=34&type=section&id=Biographies%20of%20the%20Directors%20and%20Senior%20Management) This section provides detailed biographies of the Group's executive directors, independent non-executive directors, and company secretary, highlighting their extensive professional experience and roles [Executive Directors and Senior Management](index=34&type=section&id=Executive%20Directors%20and%20Senior%20Management) This section introduces the backgrounds of executive directors and senior management, including Chairman Mr Chan Hung Ming's extensive experience in construction and property development, CEO Mr Lau Chi Wah's expertise in audit, accounting, and finance, CFO Mr Kwan Wing Wo's financial management experience, and Ms Tsang Ka Man and newly appointed Executive Director Ms Chan Pui Yin's responsibilities in property development and corporate strategy - Mr Chan Hung Ming (Chairman), **71 years old**, co-founder of the Group, possesses over **51 years** of experience in construction and property development, and **17 years** in data center leasing business[235](index=235&type=chunk)[240](index=240&type=chunk) - Mr Lau Chi Wah (Chief Executive Officer), **60 years old**, co-founder of the Group, has over **36 years** of experience in audit, accounting, and finance, and is a fellow member of the Hong Kong Institute of Certified Public Accountants[237](index=237&type=chunk)[238](index=238&type=chunk)[241](index=241&type=chunk) - Ms Chan Pui Yin, **35 years old**, was appointed as an Executive Director on **September 16, 2024**, responsible for overseeing property development business and assisting in formulating the Group's overall strategy; she is the daughter of Mr Chan Hung Ming[249](index=249&type=chunk)[250](index=250&type=chunk)[255](index=255&type=chunk) [Independent Non-Executive Directors](index=36&type=section&id=Independent%20Non-Executive%20Directors) This section introduces the professional backgrounds and experiences of the four independent non-executive directors, who possess extensive expertise in banking, technology, and accounting, providing independent advice to the Board and serving in key roles on various Board committees - Mr Tsui Ka Wah, **72 years old**, has **37 years** of banking experience, currently serves as CEO of SME Finance Limited, and is an independent non-executive director for several listed companies[252](index=252&type=chunk)[253](index=253&type=chunk)[257](index=257&type=chunk) - Mr Kan Yau Wo, **72 years old**, worked for over **30 years** at Fujitsu Group companies, previously serving as President of Fujitsu Hong Kong Limited and CEO for South China and Hong Kong[259](index=259&type=chunk)[260](index=260&type=chunk)[265](index=265&type=chunk) - Mr Ho Chiu Yin, **64 years old**, has over **30 years** of audit, accounting, and finance experience, previously served as a partner at PricewaterhouseCoopers, and is a member of the Hong Kong Institute of Certified Public Accountants[261](index=261&type=chunk)[262](index=262&type=chunk)[263](index=263&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk) [Company Secretary](index=38&type=section&id=Company%20Secretary) Mr Leung Wai Chuen serves as Company Secretary, possessing over 34 years of experience in audit, accounting, financial management, and company secretarial duties, holding membership with the Hong Kong Institute of Certified Public Accountants, ensuring adherence to Board policies and procedures - Mr Leung Wai Chuen, **59 years old**, has served as Company Secretary since **July 2013**, with over **34 years** of experience in audit, accounting, financial management, and company secretarial duties[270](index=270&type=chunk)[274](index=274&type=chunk) - Mr Leung is a member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants, and has received no less than **15 hours** of relevant professional training[271](index=271&type=chunk)[274](index=274&type=chunk)[275](index=275&type=chunk) [Corporate Governance Report](index=39&type=section&id=Corporate%20Governance%20Report) This report details the Company's commitment to corporate governance, board structure, roles of Chairman and CEO, functions of board committees, financial reporting, risk management, internal controls, and policies for shareholder communication [Commitment and Board Structure](index=39&type=section&id=Commitment%20and%20Board%20Structure) The Company is committed to good corporate governance, fully complying with the Corporate Governance Code in FY2024/25; the Board is responsible for strategy and oversight, delegating daily operations to management; the Board features diverse members, with independent non-executive directors ensuring independent judgment, and maintains directors' and officers' liability insurance - The Company complied with all code provisions set out in Part 2 of the Corporate Governance Code in Appendix C1 of the Listing Rules during FY2024/25[277](index=277&type=chunk)[281](index=281&type=chunk) - The Board currently comprises **nine members**, including **five executive directors** and **four independent non-executive directors**, with **two female directors**, and has adopted a Board Diversity Policy[280](index=280&type=chunk)[283](index=283&type=chunk)[285](index=285&type=chunk)[288](index=288&type=chunk)[290](index=290&type=chunk) - All independent non-executive directors have confirmed their independence and meet Listing Rules requirements, ensuring the Board's independence[291](index=291&type=chunk)[292](index=292&type=chunk)[296](index=296&type=chunk) - The Chairman of the Board and the independent non-executive directors held one meeting during FY2024/25 without the presence of other executive directors[303](index=303&type=chunk)[304](index=304&type=chunk) [Chairman and Chief Executive Officer](index=44&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) The Company strictly separates the roles of Chairman and Chief Executive Officer, with Mr Chan Hung Ming as Chairman leading the Board and strategy formulation, and Mr Lau Chi Wah as CEO responsible for daily Group operations and policy execution, ensuring clear division of responsibilities - The roles of Chairman and Chief Executive Officer are separate, held by Mr Chan Hung Ming and Mr Lau Chi Wah respectively, with clearly defined responsibilities[312](index=312&type=chunk)[316](index=316&type=chunk) - Chairman Mr Chan Hung Ming is responsible for managing and leading the Board in formulating the Group's overall strategy and business development direction[313](index=313&type=chunk)[316](index=316&type=chunk) - Chief Executive Officer Mr Lau Chi Wah is responsible for the Group's daily operations and implementing business policies, objectives, and plans set by the Board[314](index=314&type=chunk)[317](index=317&type=chunk) [Board Committees and Functions](index=45&type=section&id=Board%20Committees%20and%20Functions) The Board has established Remuneration, Audit, and Nomination Committees, each with clear terms of reference and responsibilities to oversee specific Group matters; these committees held meetings in FY2024/25, reviewing remuneration policies, financial statements, risk management, internal controls, and Board composition - The Remuneration Committee comprises **four independent non-executive directors**, responsible for reviewing and recommending remuneration policies and structures for directors and senior management[321](index=321&type=chunk)[322](index=322&type=chunk)[325](index=325&type=chunk) - The Audit Committee comprises **four independent non-executive directors**, responsible for reviewing financial statements, risk management, and internal control systems, and overseeing financial reporting[328](index=328&type=chunk)[329](index=329&type=chunk)[331](index=331&type=chunk) - The Nomination Committee comprises **four independent non-executive directors** and **one executive director**, responsible for regularly reviewing Board structure, identifying suitable director candidates, and assessing the independence of independent non-executive directors[334](index=334&type=chunk)[335](index=335&type=chunk)[337](index=337&type=chunk) [Financial Reporting and Auditor's Remuneration](index=48&type=section&id=Financial%20Reporting%20and%20Auditor's%20Remuneration) The Board is responsible for preparing true and fair financial statements and ensuring appropriate application of accounting policies; external auditor BDO Limited provided audit and non-audit services in FY2024/25, with remuneration of approximately HK$1.453 million and HK$25 thousand respectively - The Board is responsible for preparing true and fair financial statements in accordance with Hong Kong Financial Reporting Standards[340](index=340&type=chunk)[345](index=345&type=chunk) Auditor's Remuneration for FY2024/25 (HK$ thousand) | Service Type | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Audit Services | 1,453 | 1,425 | | Other Services | 25 | 25 | [Risk Management and Internal Controls](index=48&type=section&id=Risk%20Management%20and%20Internal%20Controls) The Board bears overall responsibility for maintaining sound and effective internal control and risk management systems, reviewed through the Audit Committee; the Group adopts a 'three lines of defense' model and has established an ESG working group; the Board considers the internal control and risk management systems for FY2024/25 to be effective and adequate - The Board assumes overall responsibility for maintaining sound and effective internal control and risk management systems, and reviews their operational adequacy and effectiveness through the Audit Committee[343](index=343&type=chunk)[348](index=348&type=chunk) - The Group's risk management framework aligns with the 'three lines of defense' model, where business units are the first line, middle and back-office departments are the second, and internal auditors are the third[344](index=344&type=chunk)[348](index=348&type=chunk) - The Board has established an 'ESG Working Group', managed by senior management, responsible for formulating environmental, social, and governance-related strategies and indicators[350](index=350&type=chunk)[356](index=356&type=chunk) - The Board considers the Group's internal control and risk management systems for FY2024/25 to be effective and adequate, with no significant issues identified[353](index=353&type=chunk)[357](index=357&type=chunk) [Policies and Shareholder Communications](index=49&type=section&id=Policies%20and%20Shareholder%20Communications) The Company has adopted and implemented disclosure, whistleblowing, and anti-corruption policies to ensure information transparency and compliant operations; it values effective communication with shareholders, providing information through general meetings and its website, and has established shareholder inquiry procedures - The Company has adopted and implemented a disclosure policy aimed at timely dissemination of inside information to ensure information transparency[354](index=354&type=chunk)[355](index=355&type=chunk)[358](index=358&type=chunk) - Whistleblowing and anti-corruption policies have been adopted, providing reporting channels for employees and relevant third parties, and ensuring all reported matters are independently investigated and kept confidential[359](index=359&type=chunk)[361](index=361&type=chunk)[365](index=365&type=chunk)[367](index=367&type=chunk) - The Company facilitates effective communication with shareholders through general meetings and its website (**www.grandming.com.hk**), and has established shareholder inquiry procedures[369](index=369&type=chunk)[370](index=370&type=chunk)[372](index=372&type=chunk)[386](index=386&type=chunk) [Independent Auditor's Report](index=54&type=section&id=Independent%20Auditor's%20Report) This report presents the auditor's unmodified opinion on the consolidated financial statements, highlights material uncertainties related to going concern, and details key audit matters concerning property valuations [Auditor's Opinion and Going Concern](index=54&type=section&id=Auditor's%20Opinion%20and%20Going%20Concern) BDO Limited issued an unmodified opinion on the Group's consolidated financial statements; however, the report highlights a material uncertainty related to going concern, as the Group recorded a net loss and significant net current liabilities in FY2025, which may cast significant doubt on its ability to continue as a going concern - The auditor issued an **unmodified opinion** on the Group's consolidated financial statements for the year ended March 31, 2025[389](index=389&type=chunk)[391](index=391&type=chunk) - The report notes that the Group recorded a net loss of **HK$292.1 million** in FY2025 and had net current liabilities of **HK$3.7711 billion** as of March 31, 2025, which constitute a material uncertainty regarding its ability to continue as a going concern[393](index=393&type=chunk)[398](index=398&type=chunk) [Key Audit Matters](index=55&type=section&id=Key%20Audit%20Matters) Key audit matters include the valuation of investment properties and investment properties under development, and the assessment of net realizable value for properties under development and held for sale; both involve significant management judgment and estimates such as market rental growth rates, occupancy rates, completion costs, and discount rates - The valuation of investment properties and investment properties under development is a key audit matter, with a carrying fair value of **HK$6.489 billion**, representing **71%** of the Group's total assets[395](index=395&type=chunk)[400](index=400&type=chunk) - Valuation methods include discounted cash flow, market comparison, and residual approaches, involving significant assumptions and judgments such as expected market rental growth rates, occupancy rates, estimated completion costs, capitalization rates, and discount rates[396](index=396&type=chunk)[400](index=400&type=chunk) - Assessing the net realizable value of properties under development and held for sale is another key audit matter, involving management judgments and estimates such as expected selling prices, estimated selling expenses, and estimated completion costs[402](index=402&type=chunk)[403](index=403&type=chunk)[404](index=404&type=chunk) [Consolidated Statement of Profit or Loss](index=62&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) This statement summarizes the Group's financial performance, showing a net loss in FY2025 driven by increased costs and fair value losses on investment properties, despite significant revenue growth [Profit or Loss Summary](index=62&type=section&id=Profit%20or%20Loss%20Summary) The Group recorded a net loss of HK$292.1 million in FY2025, compared to a net profit of HK$298.5 million in FY2024, primarily due to increased revenue but significantly higher direct costs and selling expenses, as well as a shift from gain to loss in fair value changes of investment properties Key Data from Consolidated Statement of Profit or Loss for FY2025 (HK$ thousand) | Metric | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Revenue | 1,145,755 | 532,691 | | Direct Costs | (813,037) | (364,126) | | Gross Profit | 332,718 | 168,565 | | Other Income and Gains/(Losses), Net | (33,841) | 6,123 | | Selling Expenses | (299,583) | (50,387) | | General and Administrative Expenses | (48,057) | (72,666) | | Fair Value Changes of Investment Properties | (120,697) | 384,163 | | Operating (Loss)/Profit | (169,460) | 435,798 | | Finance Costs | (96,811) | (122,667) | | (Loss)/Profit Before Taxation | (266,271) | 313,131 | | Income Tax Expense | (25,784) | (14,681) | | (Loss)/Profit for the Year | (292,055) | 298,450 | | (Loss)/Earnings Per Share – Basic (HK cents) | (20.56) | 21.02 | - Revenue increased from **HK$532.7 million** in FY2024 to **HK$1.1458 billion** in FY2025, a **115.1% increase**[433](index=433&type=chunk) - Fair value changes of investment properties shifted from a gain of **HK$384.2 million** in FY2024 to a loss of **HK$120.7 million** in FY2025[433](index=433&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=63&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement outlines the Group's total comprehensive loss for FY2025, reflecting the net loss and negative impacts from other comprehensive income items [Comprehensive Income Summary](index=63&type=section&id=Comprehensive%20Income%20Summary) The Group recorded a total comprehensive loss of HK$307.6 million in FY2025, compared to a total comprehensive income of HK$298.8 million in FY2024, primarily reflecting the net loss for the year and negative impacts from cash flow hedges and foreign currency translation differences for overseas operations Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income for FY2025 (HK$ thousand) | Metric | 2025 FY | 2024 FY | | :--- | :--- | :--- | | (Loss)/Profit for the Year | (292,055) | 298,450 | | Other Comprehensive Income (after tax) | (15,573) | 306 | | Total Comprehensive Income for the Year | (307,628) | 298,756 | - Other comprehensive income (after tax) for FY2025 was a loss of **HK$15.573 million**, mainly due to net changes in cash flow hedges and exchange differences on translating overseas operations[435](index=435&type=chunk) [Consolidated Statement of Financial Position](index=64&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) This statement presents the Group's financial position, highlighting a significant increase in net current liabilities due to reclassified bank loans and a decrease in total equity [Financial Position Summary](index=64&type=section&id=Financial%20Position%20Summary) As of March 31, 2025, the Group's total assets slightly decreased, but net current liabilities significantly increased to HK$3.7711 billion, primarily due to the reclassification of bank loans as current liabilities due to non-compliance with financial covenants; total equity also decreased, reflecting a deterioration in financial position Key Data from Consolidated Statement of Financial Position for FY2025 (HK$ thousand) | Metric | 2025 FY | 2024 FY | | :--- | :--- | :--- | | **Non-current Assets** | | | | Investment Properties | 6,489,000 | 5,950,000 | | Property, Plant and Equipment | 749,884 | 816,284 | | **Current Assets** | | | | Inventories of Properties | 1,482,569 | 1,773,757 | | Cash and Bank Balances | 33,624 | 62,562 | | **Current Liabilities** | | | | Bank Loans | 5,066,492 | 1,657,064 | | **Non-current Liabilities** | | | | Bank Loans | 162,969 | 4,183,866 | | Loans from Controlling Shareholder | 544,665 | – | | **Total Equity** | 2,720,826 | 2,953,006 | | Net Current (Liabilities)/Assets | (3,771,071) | 381,870 | - Net current assets of **HK$381.9 million** in FY2024 turned into net current liabilities of **HK$3.7711 billion** in FY2025, primarily due to the reclassification of **HK$4.3139 billion** in bank loans as current liabilities due to non-compliance with financial covenants[437](index=437&type=chunk)[438](index=438&type=chunk) - Investment property value increased to **HK$6.489 billion**, while inventories of properties decreased to **HK$1.4826 billion**[437](index=437&type=chunk)[438](index=438&type=chunk) [Consolidated Statement of Changes in Equity](index=66&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement details the changes in the Group's total equity for FY2025, primarily reflecting the net loss and other comprehensive income, partially offset by a deemed capital contribution [Equity Changes Summary](index=66&type=section&id=Equity%20Changes%20Summary) The Group's total equity decreased to HK$2.7208 billion in FY2025, primarily impacted by the loss for the year and negative total comprehensive income, partially offset by a deemed capital contribution from the controlling shareholder Key Data from Consolidated Statement of Changes in Equity for FY2025 (HK$ thousand) | Metric | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Total Equity at Beginning of Year | 2,953,006 | 2,981,833 | | (Loss)/Profit for the Year | (292,055) | 298,450 | | Total Comprehensive Income for the Year | (307,628) | 298,756 | | Deemed Capital Contribution from Controlling Shareholder | 75,448 | – | | Total Equity at End of Year | 2,720,826 | 2,953,006 | - Total equity decreased by **HK$232.2 million** in FY2025, primarily due to the net loss of **HK$292.1 million** for the year[440](index=440&type=chunk) - A deemed capital contribution of **HK$75.448 million** from the controlling shareholder partially offset the decrease in equity[440](index=440&type=chunk) [Consolidated Cash Flow Statement](index=67&type=section&id=Consolidated%20Cash%20Flow%20Statement) This statement summarizes the Group's cash flows, showing increased operating cash generation but net outflows from investing and financing activities, resulting in a net decrease in cash and cash equivalents [Cash Flow Summary](index=67&type=section&id=Cash%20Flow%20Summary) The Group saw a significant increase in net cash generated from operating activities in FY2025, but both investing and financing activities resulted in net cash outflows, leading to a net decrease in cash and cash equivalents; financing outflows were primarily due to bank loan repayments and interest payments Key Data from Consolidated Cash Flow Statement for FY2025 (HK$ thousand) | Metric | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 461,376 | 238,403 | | Net Cash Used in Investing Activities | (118,154) | (948,911) | | Net Cash (Used in)/Generated from Financing Activities | (372,128) | 548,454 | | Net Decrease in Cash and Cash Equivalents | (28,906) | (162,054) | | Cash and Cash Equivalents at End of Year | 33,624 | 62,562 | - Net cash generated from operating activities increased significantly to **HK$461.4 million**, a notable increase from HK$238.4 million in FY2024[442](index=442&type=chunk) - Financing activities shifted from a net cash inflow of **HK$548.5 million** in FY2024 to a net cash outflow of **HK$372.1 million** in FY2025, primarily due to bank loan repayments and interest payments[443](index=443&type=chunk) [Notes to the Consolidated Financial Statements](index=69&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed notes on the Group's financial statements, covering general information, basis of preparation, critical accounting judgments, segment reporting, revenue, expenses, tax, directors' remuneration, EPS, fixed assets, inventories, liabilities, loans, capital management, financial risk, capital commitments, share option scheme, related party transactions, and post-reporting period events [1. General Information](index=69&type=section&id=1.%20General%20Information) This note outlines Grand Ming Group Holdings Limited's incorporation background, principal business scope, and listing status on the Hong Kong Stock Exchange, confirming its primary engagement in building construction, property leasing, and property development - The Company was incorporated in the Cayman Islands on **August 14, 2012**, and listed on the Main Board of the Hong Kong Stock Exchange on **August 9, 2013**[444](index=444&type=chunk)[447](index=447&type=chunk) - The Group is principally engaged in building construction, property leasing, and property development businesses[444](index=444&type=chunk)[449](index=449&type=chunk) [3. Basis of Preparation](index=72&type=section&id=3.%20Basis%20of%20Preparation) The consolidated financial statements are prepared on a historical cost basis, but a material uncertainty related to going concern exists; the Group recorded a net loss in FY2025 and net current liabilities of HK$3.7711 billion, with some bank loans reclassified as current due to non-compliance with financial covenants; management is actively seeking waivers, considering asset disposals, and accelerating property sales to address liquidity challenges - For the year ended March 31, 2025, the Group recorded a net loss of **HK$292.1 million** and had net current liabilities of **HK$3.7711 billion**[464](index=464&type=chunk)[465](index=465&type=chunk) - Bank loans totaling **HK$4.3139 billion** were reclassified as current liabilities due to non-compliance with certain financial covenants of bank facilities[466](index=466&type=chunk)[468](index=468&type=chunk) - Management has successfully obtained waivers for financial covenants on **HK$2.5216 billion** of bank loans and is considering the disposal of interests in the holding companies of iTech Tower 3.1 and 3.2 to enhance liquidity[466](index=466&type=chunk)[471](index=471&type=chunk) [5. Critical Accounting Judgements and Key Sources of Estimation Uncertainty](index=93&type=section&id=5.%20Critical%20Accounting%20Judgements%20and%20Key%20Sources%20of%20Estimation%20Uncertainty) This note highlights critical accounting judgments and key sources of estimation uncertainty in financial statement preparation, primarily focusing on fair value valuation of investment properties and investment properties under development, net realizable value assessment of properties under development and held for sale, and impairment assessment of property, plant and equipment; these estimates significantly impact financial statements and are influenced by market conditions and management judgment - Fair value valuation of investment properties and investment properties under development relies on independent professional valuers' judgments, involving key estimates such as discount rates, capitalization rates, and expected market rental growth rates[591](index=591&type=chunk)[592](index=592&type=chunk)[596](index=596&type=chunk) - The net realizable value assessment for properties under development and held for sale considers property use, estimated completion costs, selling costs, and market conditions; as of March 31, 2025, the carrying amount was **HK$1.4826 billion** (net of accumulated impairment of HK$256.2 million)[593](index=593&type=chunk)[594](index=594&type=chunk)[597](index=597&type=chunk) - The applicability of going concern depends on the successful implementation of management's liquidity plans, but their future outcomes are subject to uncertainty[599](index=599&type=chunk)[602](index=602&type=chunk) [6. Segment Reporting](index=96&type=section&id=6.%20Segment%20Reporting) The Group is divided into three reportable segments: construction, property leasing, and property development; all external customer revenue and the vast majority of non-current assets are located in Hong Kong; in FY2025, property development revenue significantly increased but this segment recorded a loss, while construction and property leasing segments recorded profits - The Group has three reportable segments: **construction**, **property leasing**, and **property development**[604](index=604&type=chunk)[608](index=608&type=chunk) Segment Revenue and Results for FY2025 (HK$ thousand) | Segment | External Customer Revenue | Segment Results | | :--- | :--- | :--- | | Construction | 13,721 | 18,803 | | Property Leasing | 281,976 | 35,951 | | Property Development | 850,058 | (145,158) | | **Total** | **1,145,755** | **(126,862)** | - All revenue from external customers and the vast majority of non-current assets are derived from Hong Kong[615](index=615&type=chunk) [7. Revenue and Other Income and Gains/(Losses), Net](index=100&type=section&id=7.%20Revenue%20and%20Other%20Income%20and%20Gains%2F(Losses)%2C%20Net) Total revenue for FY2025 significantly increased to HK$1.1458 billion, primarily driven by property sales; however, other income and gains/(losses), net recorded a loss, mainly due to impairment losses on property, plant and equipment and net foreign exchange losses Revenue Breakdown for FY2025 (HK$ thousand) | Revenue Source | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Property Sales | 850,058 | 178,512 | | Building Construction Revenue | 13,721 | 77,648 | | Rental Related Income | 65,521 | 59,157 | | Rental Income | 216,455 | 217,374 | | **Total Revenue** | **1,145,755** | **532,691** | Other Income and Gains/(Losses), Net for FY2025 (HK$ thousand) | Item | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Bank Interest Income | 8,127 | 9,919 | | Net Foreign Exchange Losses | (3,674) | (13,053) | | Impairment Loss on Property, Plant and Equipment | (45,430) | – | | **Total** | **(33,841)** | **6,123** | - As of March 31, 2025, the transaction price allocated to remaining performance obligations was **HK$283.5 million**, expected to be recognized as revenue within one year[625](index=625&type=chunk) [8. (Loss)/Profit Before Taxation](index=103&type=section&id=8.%20(Loss)%2FProfit%20Before%20Taxation) Loss before taxation for FY2025 was HK$266.3 million, primarily impacted by finance costs, significant write-downs of property inventories, and a substantial increase in selling commissions Components of (Loss)/Profit Before Taxation for FY2025 (HK$ thousand) | Item | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Finance Costs (after capitalization) | 96,811 | 122,667 | | Staff Costs (after capitalization) | 50,177 | 69,878 | | Cost of Inventories Recognized | 489,599 | 168,153 | | Selling Commissions | 272,102 | 17,580 | | Write-down of Property Inventories | 189,817 | 20,296 | | Depreciation | 21,258 | 21,913 | | Auditor's Remuneration (Audit Services) | 1,453 | 1,425 | - Write-down of property inventories significantly increased from **HK$20.3 million** in FY2024 to **HK$189.8 million** in FY2025[634](index=634&type=chunk) - Selling commissions substantially increased from **HK$17.58 million** in FY2024 to **HK$272.1 million** in FY2025[634](index=634&type=chunk) [9. Income Tax Expenses](index=104&type=section&id=9.%20Income%20Tax%20Expenses) Income tax expense for FY2025 was HK$25.784 million, primarily Hong Kong profits tax; the Group has HK$763.5 million in unutilized tax losses for which no deferred tax asset was recognized due to insufficient probable future taxable profits Income Tax Expense for FY2025 (HK$ thousand) | Item | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Current Tax | 20,132 | 10,494 | | Deferred Tax | 5,652 | 4,187 | | **Total** | **25,784** | **14,681** | - As of March 31, 2025, the Group had **HK$763.5 million** in unutilized tax losses for which no deferred tax asset was recognized, as it is not probable that future taxable profits will be available to offset them[643](index=643&type=chunk)[645](index=645&type=chunk) [11. Directors' Remuneration](index=108&type=section&id=11.%20Directors'%20Remuneration) Total directors' remuneration for FY2025 was HK$14.265 million, slightly higher than FY2024; remuneration included salaries, allowances, benefits in kind, discretionary bonuses, and retirement scheme contributions, with no directors receiving compensation for joining or leaving during the year Directors' Remuneration for FY2025 (HK$ thousand) | Director Name | Fees | Salaries, Allowances and Benefits in Kind | Discretionary Bonuses | Retirement Scheme Contributions | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr Chan Hung Ming | – | 2,921 | 243 | – | 3,164 | | Mr Lau Chi Wah | – | 2,921 | 243 | 18 | 3,182 | | Mr Kwan Wing Wo | – | 2,965 | 243 | 18 | 3,226 | | Ms Tsang Ka Man | – | 1,699 | 140 | 18 | 1,857 | | Ms Chan Pui Yin | – | 985 | 44 | 11 | 1,040 | | Mr Tsui Ka Wah | 414 | – | 35 | – | 449 | | Mr Kan Yau Wo | 414 | – | 35 | – | 449 | | Mr Ho Chiu Yin | 414 | – | 35 | – | 449 | | Mr Li Chung Yiu | 414 | – | 35 | – | 449 | | **Total** | **1,656** | **11,491** | **1,053** | **65** | **14,265** | - Total directors' remuneration for FY2025 was **HK$14.265 million**, an increase from HK$13.589 million in FY2024[651](index=651&type=chunk)[653](index=653&type=chunk) [14. (Loss)/Earnings Per Share](index=112&type=section&id=14.%20(Loss)%2FEarnings%20Per%20Share) Basic loss per share for FY2025 was 20.56 HK cents, compared to basic earnings per share of 21.02 HK cents in FY2024; excluding the impact of fair value changes in investment properties, underlying loss per share widened to 12.07 HK cents (Loss)/Earnings Per Share for FY2025 (HK cents) | Metric | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Basic (Loss)/Earnings Per Share | (20.56) | 21.02 | | Diluted (Loss)/Earnings Per Share | (20.56) | 21.00 | | Underlying Loss Per Share – Basic | (12.07) | (6.04) | | Underlying Loss Per Share – Diluted | (12.07) | (6.04) | - Basic loss per share for FY2025 was **20.56 HK cents**, compared to basic earnings per share of 21.02 HK cents in FY2024, representing a shift from profit to loss[670](index=670&type=chunk) - For the year ended March 31, 2025, share options had an anti-dilutive effect on basic loss per share and were therefore not included in the calculation of diluted loss per share[672](index=672&type=chunk)[674](index=674&type=chunk) [15. Fixed Assets](index=114&type=section&id=15.%20Fixed%20Assets) As of March 31, 2025, the Group's total fixed assets amounted to HK$7.2389 billion; fair value adjustments for investment properties and investment properties under development resulted in a revaluation loss of HK$120.7 million, while owner-occupied properties recognized an impairment loss of HK$45.43 million Net Book Value of Fixed Assets for FY2025 (HK$ thousand) | Asset Class | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Investment Properties | 3,639,000 | 3,760,000 | | Investment Properties Under Development | 2,850,000 | 2,190,000 | | Owner-Occupied Properties | 741,691 | 805,750 | | Other Fixed Assets | 8,193 | 10,534 | | **Total** | **7,238,884** | **6,766,284** | - Fair value adjustments for investment properties and investment properties under development resulted in a loss of **HK$120.7 million** in FY2025[681](index=681&type=chunk) - Owner-occupied properties recognized an impairment loss of **HK$45.43 million**, reflecting unfavorable conditions in the commercial property market[702](index=702&type=chunk)[703](index=703&type=chunk) - Investment property valuations utilize discounted cash flow, market comparison, and residual methods, involving key unobservable inputs such as risk-adjusted discount rates, expected market rental growth rates, occupancy rates, and capitalization rates[687](index=687&type=chunk)[688](index=688&type=chunk)[690](index=690&type=chunk)[691](index=691&type=chunk)[694](index=694&type=chunk) [16. Inventories of Properties](index=121&type=section&id=16.%20Inventories%20of%20Properties) As of March 31, 2025, the Group's total inventories of properties amounted to HK$1.4826 billion, comprising HK$926.1 million in properties under development and HK$556.5 million in properties held for sale; most properties under development are expected to be recovered after one year Inventories of Properties for FY2025 (HK$ thousand) | Item | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Properties Under Development | 926,076 | 703,658 | | Completed Properties Held for Sale | 556,493 | 1,070,099 | | **Total** | **1,482,569** | **1,773,757** | - As of March 31, 2025, **HK$569.1 million** of properties under development are expected to be recovered after one year, with the remainder expected within one year[707](index=707&type=chunk) [17. Contract Liabilities](index=122&type=section&id=17.%20Contract%20Liabilities) As of March 31, 2025, the Group's contract liabilities increased to HK$37.8 million, primarily from deposits and installments for property sales, recognized as liabilities before control of the property is transferred to customers Contract Liabilities for FY2025 (HK$ thousand) | Item | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Contract Liabilities in respect of Property Sales | 37,797 | 24,937 | - The increase in contract liabilities was mainly due to deposits and installments received for property sales during the year[712](index=712&type=chunk) [18. Trade and Other Receivables](index=123&type=section&id=18.%20Trade%20and%20Other%20Receivables) As of March 31, 2025, the Group's total trade and other receivables amounted to HK$93.25 million, a decrease from FY2024; the Group made a loss allowance of HK$81 thousand for trade receivables and typically grants trade customers 30 days of credit Trade and Other Receivables for FY2025 (HK$ thousand) | Item | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Trade Receivables (net of loss allowance) | 30,274 | 36,532 | | Prepaid Sales Commissions | 405 | 8,071 | | Prepaid Loan Arrangement Fees | 19,871 | 29,958 | | Other Prepayments | 4,178 | 56,855 | | **Total** | **93,249** | **161,196** | - Loss allowance for trade receivables decreased from **HK$131 thousand** in FY2024 to **HK$81 thousand** in FY2025[717](index=717&type=chunk) - The Group generally grants trade customers **30 days** of credit and typically does not require collateral from customers[719](index=719&type=chunk) [19. Restricted and Pledged Deposits and Cash and Bank Balances](index=125&type=section&id=19.%20Restricted%20and%20Pledged%20Deposits%20and%20Cash%20and%20Bank%20Balances) As of March 31, 2025, the Group's cash and bank balances amounted to HK$33.624 million, a decrease from FY2024; most deposits remain pledged or restricted, primarily to secure bank loans and hold proceeds from property sales Restricted and Pledged Deposits and Cash and Bank Balances for FY2025 (HK$ thousand) | Item | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Cash and Bank Balances | 180,231 | 213,469 | | Time Deposits | – | 353,952 | | Less: Pledged Deposits | (133,155) | (478,542) | | Less: Restricted Deposits | (13,452) | (26,317) | | **Cash and Bank Balances in Consolidated Statement of Financial Position** | **33,624** | **62,562** | - Pledged deposits are primarily used to secure the Group's bank loans[722](index=722&type=chunk) - Restricted deposits refer to proceeds from property sales placed in designated bank accounts[721](index=721&type=chunk)[722](index=722&type=chunk) [20. Trade and Other Payables](index=126&type=section&id=20.%20Trade%20and%20Other%20Payables) As of March 31, 2025, the Group's total trade and other payables significantly increased to HK$412.6 million, primarily due to increases in trade payables and rental deposits received in advance Trade and Other Payables for FY2025 (HK$ thousand) | Item | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Trade Payables | 157,164 | 60,865 | | Payables for Acquisition of Investment Properties | 74,750 | 2,813 | | Rental Deposits Received in Advance | 86,980 | 8,159 | | Retention Payables | 52,583 | 38,664 | | **Total** | **412,613** | **167,223** | - Trade payables increased from **HK$60.87 million** in FY2024 to **HK$157.2 million** in FY2025[724](index=724&type=chunk) - Rental deposits received in advance significantly increased from **HK$8.16 million** in FY2024 to **HK$86.98 million** in FY2025[724](index=724&type=chunk) [21. Bank Loans](index=127&type=section&id=21.%20Bank%20Loans) As of March 31, 2025, the Group's total bank loans amounted to HK$5.2295 billion; due to non-compliance with certain financial covenants, HK$4.3139 billion of long-term bank loans were reclassified as current liabilities, leading to a significant increase in current liabilities; these loans are secured by various Group assets Bank Loans for FY2025 (HK$ thousand) | Item | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Secured Bank Loans | 5,176,894 | 5,754,284 | | Unsecured Bank Loans | 52,567 | 86,646 | | **Total** | **5,229,461** | **5,840,930** | | Repayable within one year or on demand (classified as current liabilities) | 5,066,492 | 1,657,064 | | Repayable after one year (classified as non-current liabilities) | 162,969 | 4,183,866 | - Bank loans totaling **HK$4.3139 billion** were reclassified as current liabilities due to non-compliance with financial ratios stipulated in certain bank loan agreements[728](index=728&type=chunk)[729](index=729&type=chunk)[127](index=127&type=chunk) - Bank loans are secured by investment properties, property, plant and equipment, inventories of properties, pledged deposits, and equity interests in certain subsidiaries[731](index=731&type=chunk)[733](index=733&type=chunk) [24. Loans from Controlling Shareholder](index=131&type=section&id=24.%20Loans%20from%20Controlling%20Shareholder) In FY2025, the Group obtained unsecured loans totaling HK$607.5 million from the controlling shareholder, bearing an annual interest rate of 3% and repayable between April and May 2028; the difference of HK$75.448 million between the loan principal and initial fair value was treated as a capital contribution - The Group obtained unsecured loans totaling approximately **HK$607.5 million** from the controlling shareholder, bearing an annual interest rate of **3%** and repayable between April and May 2028[743](index=743&type=chunk)[744](index=744&type=chunk) - The difference of **HK$75.448 million** between the loan principal and its initial recognized fair value was treated as a deemed capital contribution from the controlling shareholder, recognized within equity in the consolidated financial statements[743](index=743&type=chunk)[744](index=744&type=chunk) [29. Capital Risk Management](index=137&type=section&id=29.%20Capital%20Risk%20Management) The Group aims to maintain an optimal capital structure to safeguard its going concern ability and provide returns to shareholders; as of March 31, 2025, the current ratio was 0.32 times, net gearing ratio was approximately 186.6%, and it is subject to various financial covenants for bank facilities - As of March 31, 2025, the Group's current ratio was **0.32 times** (FY2024: 1.18 times), and net gearing ratio was approximately **186.6%** (FY2024: 179.8%)[771](index=771&type=chunk)[772](index=772&type=chunk) - The Group is subject to various financial covenants, including consolidated tangible net worth, consolidated net borrowings to consolidated tangible net worth ratio, consolidated profit before tax, interest, depreciation and amortization to consolidated finance c